HomeMy WebLinkAbout001299 Original Contract City of Port Angeles
raymentus Record #001299
MASTER SERVICES AGREEMENT
Client: City of Port Angeles-WA
Client Address:
Contact for Notices to Client: Linda Kheriaty
Estimated Yearly Bills/ Invoices- 150,000
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
("Paymentus").
WHEREAS Paymentus desires to provide and the Client desires to receive certain,services under the terms and
conditions set forth in this Agreement. Paymentus provides electronic bill payment services to utilities,
municipalities, insurance and other businesses.
NOW,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
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
respect to the subject matter hereof and may be changed only by agreements in writing signed by the authorized
representatives of the parties.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized
representatives.
Client: Paymentus:
Name: Name: A010<1 /4111
Title: Title:
Date: /,�o 1-7 Date: 7 Zal 1�7
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Pa,ymentus
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").
otherwise.
2.2 Standard Service
1.1 "Agreement as or "Contract" shall refer to W Paymentus shall provide the following
this Agreement, as amended from time to time,which services as part of their "Standard
shall constitute an authorization for the term of this Service".
contract for Paymentus to be the exclusive provider (ii) Professional Serivces for data integration
of services, stated herein, to the Client with Client Billing and Cash Receipting
system (currently Superion using cash
12 "User"shall mean the users of the Client's receipts point of sale and Click2Gov)
services including required changes if needed due
to Superion version changes,
13 "Effective Date" shall be the last date (iii) Training,
upon which the parties signed this Agreement. The (1v) 24 x 7 Client Support,
Agreement will not be effective against any party until (v) Electronic payment channels Client
the said date might activate from Paymentus,
(vi) Enhancements to Paymentus and or
1A "Launch Date"shall be the date on which Superion-Paymentus joint platform,
Client launches this service to the Users where applicable,
(vii) Merchant Processing,
1.5 "Payment" shall mean Users to make (viii) Secure and High Availability Paymentus
payments for Client's services or Client's bills hosted Environment,
(N) PCI Compliance.
1.6 "Payment Amount" shall mean the bill
amount User wants to pay to the Client.
2.3 Professionalism
11 "Services" shall include the performance
of the Services outlined in section 2 of this Agreement Paymentus shall perform in a professional
manner all Services required to be performed under
1,8 "Paymentus Authorized Processor" this Agreement.
shall mean a Paymentus authorized merchant
account provider and payment processing gateway 3 Comr)ensation
1.9 "Average Bill Amount" shall mean the 3.1 No Cost Installation
total amount of Payments collected through
Paymentus system in a given month divided by the Paymentus will charge no fees related to the
number of the Payments for the same month. initial setup and personalization of its standard
service for both Web and IVR interfaces.
2 Description of Services to be performed 3.2 Paymentus Service Fee
2.1 Scope of Services For each payment, Paymentus will charge a
Paymentus Service Fee as per Schedule A
Paymentus shall provide Users the (hereinafter called"Paymentus Service Fee ),
opportunity to make Payments by Visa, MasterCard,
Discover, E-check and other payment methods as For each payment, the Paymentus Service
deemed necessary by Paymentus. Payments may be Fee collected will be used to pay the corresponding
made by Interactive Telephone Voice Response Credit Card transaction fees or transaction fees
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associated with Debit Cards or eChecks, (hereinafter 4.3 Merchant Account
called"Transaction Fees")except for the return items
(eCheck returns or Credit/Debit Card chargebacks). Paymentus will arrange for the Client to have
a merchant account with the Paymentus Authorized
A schedule of Paymentus Service Fee is Processor for processing and settlement of the credit
attached hereto as Schedule A. The Paymentus card transactions.
Service Fee is based on the Average Bill Amount,
current payment method mix(credit vs debit vs e- 4.4 Card Authorization
check)and on the assumption that the total number
of payments and the total Payment Amount For authorization purposes, Paymentus will
collected each month from the use of non-consumer electronically transmit all Card transactions to the
cards (not Visa(D, MasterCard@, and Discover@ appropriate Card-processing center, in real time as
cards)shall be under 10% of the total per month the transactions occur.
("Fee Assumptions"), Client shall be billed an
additional Paymentus Service Fees based on the 4.5 Settlement
rate of 3.5% of the Payment Amount for any excess
amount if the Fee Assumptions vary by more than Paymentus together with its authorized Card
5%. Paymentus,can amend this schedule upon prior processor shall forward the payment transactions to
written notice to the Client, if such change is the appropriate card organizations for settlement
required due to changes in the Visa and MasterCard directly to the Client's depository bank account
regulations or changes in Credit Card fees or previously designated by the Client (hereinafter the
changes in the Average Bill Amount or changes in "Client Bank Account") within two business days or
Fee Assumptions. less.
Paymentus will debit the Paymentus Service Fees
4 Payment Processing from Client's account on a monthly basis.
Paymentus together with Paymentus Authorized
4.1 Integration with Client's Billing System, Processor will continuously review its settlement and
direct debit processes for its simplicity and
At no cost to Client, Paymentus will develop one (1) efficiencies. Client and Paymentus, agree to fully Go-
file format interface with Client's billing system operate with each other If Paymentus were to change
(Superion's Public Sector Software including cash its settlement and invoicing processes,
receipts point of sale and Click2Gov applications)
using Superion's specifications for Client's existing 5 General Conditions of Services
file format currently used to post payments to Client's
billing system. Client will be responsible to provide 5.1 Service Reports
Paymentus with the one file format specification and
will fully cooperate with Paymentus during the Paymentus shall provide Client with reports
development of the said interface. If Client chooses to summarizing use of the Services by Users for a given
create an automated file integration process to reporting period. Client will also be provided use of
download the posting file, due to Paymentus security Paymentus on-line portal to access reports, user
requirements, Client will use Paymentus, specified usage, and all other information available to the
integration process. Client.
Client using version 9.1.16.2 or higher of Superion's 5.2 User Adoption Communication by
NaviHne Software will receive full use of the integrated Client
Superion Paymentus real time Interface.
4.2 Explicit User Confirmation Client will make Paymentus' Services
available to its residential and commercial Clients by
Paymentus shall confirm the dollar amount of different means of Client communication including a)
all Payments and electronically obtain the User through bills, invoices and other notices; b) by
approval of such charges prior to initiating Card providing IVR and Web payment details on the
authorizations transaction. Paymentus will provide Client's website including a "Pay Now" or similar link
User with electronic confirmation of all transactions. on a prominent place on the web s,ite, c) through
Client's general IVR/Phone system,- and d) other
channels deemed appropriate by the Client.
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Each party shall designate an individual to
Paymentus shall provide Client with logos, graphics act as a representative for the respective party, with
and other marketing materials for Client's use in its the authority to transmit instructions and receive
communications with its users regarding the Services information, The parties may from time to time
and/or Paymentus. designate other individuals or change the individuals.
Both parties agree that Paymentus will be presented 7.2 Notices
as a payment method option. Client will communicate
Paymentus option to its end residential and All notices of any type hereunder shall be in
commercial Clients wherever Client usually writing and shall be given by Certified Mail or by a
communicates its other payment methods. national courier or by hand delivery to an individual
authorized to receive mail for the below listed
5.3 Independent Contractor individuals, all to the following individuals at the
following locations:
Client and Paymentus agree and understand
that the relationship between both parties is that of an To Client
independent contractor. C/O: City Treasurer
Address. 321 East 5th Street
5.4 Client's Responsibilities Phone: (360)417-4600
Fax: (360)417-4609
In order for Paymentus to provide Services
outlined in this Agreement, the Client shall co-operate To Paymentus
with Paymentus by: C/O: President and CEO
Address: 13024 Ballantyne Corporate Place
(i) Client will enter into all applicable merchant Suite 450
Card or cash management agreements. Charlotte, NC 28277
Phone: 980-255-3000
(H) For the duration of this Agreement, Client will Fax: 704-322-3776
keep a bill payment link connecting to Paymentus
System at a prominent and mutually agreed location Notices shall be declared to have been given or
on the Client website. The phone number for the IVR received on the date the notice is physically received
payment will also be added to the web site. Client will if given by hand delivery, or if notices given by US
also add the IVR payment option as part of the Mail,then notice shall be deemed to have been given
Client's general phone system. upon on date said notice was deposited in the
mail addressed in the manner set forth above. Any
(iii) User Adoption marketing as described in 5.2. party hereto by giving notice in the manner set forth
(iv) Parties, acting reasonably, will mutually agree herein may unilaterally change the name of the
on a Launch Date. person to whom notice is to be given or the address
at which the notice is to be received.
(v) For the purpose of providing Client a posting
file for posting to Client's billing system, Client will 7.3 Interpretation
provide the file format specification currently used to
post its payments to the billing system. Client will fully It is the intent of the parties that no portion of
cooperate with Paymentus and provide the this Agreement shall be interpreted more harshly
information required to integrate with Client's billing against either of the parties as the drafter,
system.
7.4 Amendment of Agreement
6 Governina Laws Modifications or changes in this Agreement
must be in writing and executed by the parties bound
This Agreement shall be governed by the to this Agreement.
laws,of the state of Washington.
7 Communications 7.5 Attorney's Fees
7.1 Authorized Representative
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Should any litigation arise concerning this
Agreement between the parties hereto, the parties
agree to bear their own costs and attorney's fees.
7.6 Confidentiality
Client will not disclose to any third party or
use for any purpose inconsistent with this Agreement
any confidential or proprietary non-public information
it obtains during the term of this Agreement about
Paymentusbusiness, operations,financial condition,
technology, systems, no-how, products, services,
suppliers,Clients, marketing data, plans,and models,
and personnel. Paymentus will not disclose to any
third party or use for any purpose inconsistent with
this Agreement any confidential User information it
receives in connection with its performance of the
services.
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7.7 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 (4) 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
"Paymentus Marks") for such purpose only. Client Harmless
does not have any right, title, license or interest,
express or implied in and to any object code, Client agrees to the fullest extent permitted
software, hardware, trademarks, service mark, trade by law, to indemnify and hold harmless Paymentus,
name, formula, system, know-how, telephone its affiliates, officers, directors, stockholders, agents,
number, telephone line, domain name, URL, employees, and representatives, (collectively, the
copyright image, text, script (including, without "Paymentus Indemnitees") from and against all
limitation, any script used by Paymentus on the IVR liabilities, demands, losses, damages, costs or
or the WebSite) or other intellectual property right of expenses (including without limitation reasonable
Paymentus ("Paymentus Intellectual Property"). All attorney's fees and expenses) incurred by any
Paymentus Marks, Paymentus Intellectual Property, Paymentus Indemnitee as a result or arising out of(i)
and the System and all rights therein (other than the willful misconduct or negligence of Client related
rights expressly granted herein) and goodwill pertain to the Services or (ii) a material breach of Client's
thereto belong exclusively to Paymentus. covenants.
7.8 Force Majeure 8.3 Warranty Disclaimer
Paymentus will be excused from performing Except as expressly set forth in this
the Services as contemplated by this Agreement to Agreement, Paymentus disclaims all other
the extent its performance is delayed, impaired or representations or warranties, express or implied,
rendered impossible by acts of God or other events made to the Client or any other person, including
that are beyond Paymentus' reasonable control and without limitation, any warranties regarding quality,
without its fault or judgment, including without suitability, merchantability, fitness, for a particular
limitation, natural disasters, war, terrorist acts, riots, purpose or otherwise of any services or any good
acts of a governmental entity (in a sovereign or provided incidental to the Services provided under
contractual capacity), fire, storms, quarantine this Agreement.
restrictions, floods, explosions, labor strikes, labor
walk-outs, extra-ordinary losses utilities (including 8.4 Limitation of Liability
telecommunications services), external computer
"hacker" attacks, and/or delays of common carrier. Notwithstanding the foregoing, the parties
agree that neither party shall be liable to the other for
7.9 Time of the Essence any lost profits, lost savings or other special, indirect
or consequential damages,even if the party has been
Paymentus and Client acknowledge and advised of or could have foreseen the possibility of
agree that time is of the essence for the completion of such damages. Paymentus'total liability for damages
the Services to be performed and each parties for any and all actions associated with this Agreement
respective obligations under this Agreement. or the Services shall in no event exceed the specific
dollar amount of the Paymentus Service Fee paid to
Paymentus for the particular payment transaction
8 Indemnification which is the subject matter of the claim of damage.
The preceding limit does not apply to Paymemtus
8.1 Paymentus Indemnification and Hold indemnification obligations for which the limit shall not
Harmless exceed $500,000.
Paymentus agrees to the fullest extent
permitted by law, to indemnify and hold harmless the
Client and its governing officials, agents, employees,
and attorneys (collectively, the "Client Indemnitees")
from and against all liabilities, demands, losses,
damages, costs or expenses (including reasonable
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9 Term and Termination 9.2 Material Breach
9.1 Term A material breach of this Agreement shall be cured
within 90 (ninety)days("Cure Period")after a
The term of this Agreement shall commence on the party notifies the other of such breach. In the event,
effective date of this Agreement and continue for a such material breach has not been cured within the
period of 5(five)years("Initial Term")from the Launch Cure Period, the non-breaching party can terminate
Date. this Agreement by providing the other party with a 30
(thirty)days notice.
At the end of the Initial Term, this Agreement will
automatically renew for successive three (3) year 9.3 Upon Termination
periods unless either Client or Paymentus provide the
other party with not less than 6 (six) months prior
written notice before such automatic renewal date Upon termination of this Agreement,the parties agree
that such party elects not to automatically renew the to cooperate with one another to ensure that all
term of this Agreement. Payments are accounted for and all refundable
transactions have been completed. Upon termination,
Paymentus shall cease all Services being provided
hereunder unless otherwise directed by the Client in
writing.
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raymentus
Schedule A- Paymentus Service Fee Schedule
Paymentus Service Fee charged to the Client will be based on the following model:
Absorbed Fee Model-Pricing includes IVR, Integrated payment processing solutions
with Click2Gov, POS and Cash Receipts, and Outbound notifications
1. Utility Bills
Average Bill Amount: $300.00
Paymentus Service Fee per qualified utility rate transaction
• Credit/Debit Card $2.00 (Visa, MasterCard , Discover utility Program
Rate)
• ACH/eCheck $0.50
2. Non-Utility(All Departments) and Nan-qualifflied utility rate transactions
• Credit/Debit Card 2.39%
• ACH/eCheck $.50
1 POS. Card swipe devices provided at no cost(up to 5)$225.00 each additional device
Note: Maximum Amount per Payment is $2,500. Multiple payments can be made.
Paymentus may apply different limits per transactions for user adoption or to mitigate risks.
Paymentus will require the use of Fusion and Web Enablement and will procure these on the behalf of the City for
integration tools to,the Superion Database and Cash Receipts.
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Client#: 1057753 PAYMEHOL _
DATE(MM6DDfYYYY)
ACORD,. CERTIFICATE OF LIABILITY INSURANCE 711812017
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THiS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES
BELOW.THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED
REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER.
IMPORTANT:if the certificate holder Is an ADDITIONAL INSURED,the policy(les)must be endorsed.If SUBROGATION IS WAIVED,subject to
the terms and conditions of the Policy,certain policies may require an endorsement.A statement on this certificate does not confer rights to the
certificate holder in lieu of such endorsement(s).
TATT—
PRODUCER N.
NAME:
USI Insurance Services, LLC PHONE 813 321-7500 _.._..w.
1715 N.Westshore Blvd.#700 IE MAILQ=Exit: _.... (Arc.No): 813 321-7525
ADDRESS:
Tampa,FL 33607
INSURER(S)AFFORDING COVERAGE NAM#
813 321-7500 INSURER A:Covington Specialty Insurance C 13027
INSURED _ -INSURERS:Torus National Insurance Compan 25496
Paymentus Corporation Travelers indemni}��Com an of 25682
INSURER C: `7 Company
13024 Ballantyne Corporate Place INSURER D:Federal Insurance Company 20281
Suite 450 Ohio Security insurance Company 24082
INSURER E: � p Y
Charlotte,NC 28277
INSURER F
COVERAGES CERTIFICATE NUMBER: REVISION NUMBER:
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD
INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,
EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
TR TYPE OF INSURANCE�................ 4NSRL WVD ..�..„mPOLICY NUMBER MMrpO/YYYY MFF M86@dY'4'YYY LIMITS
A X.,,...COMMERCIAL GENERAL LIABILITY VBA43089500 0810912016 08/0912017 EACH OCCURRENCE $11P Q„0,000
CLAIMS-MADE OCCUR PREMISES EEocouEenceL_ $100,000
X BI1PD Ded:500 MED EXP(Any one person) _$_5_,000
PERSONAL&ADV INJURY $1,000,000
GEN°L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE s2,000,000
PRO-
POLICY[7 JECT [7 LOC PRODUCTS-COMPIOPAGO 's2,000,000
OTHER: I I $
E AUTOMOBILE LIABILITY BAS1856045940 3/25/2017 03/25/201 a"o” '" °CSINGLE LIMIT 1,000,000
X ANY AUTO BODILY INJURY(Per person) $
ALL OWNED SCHEDULED ._.......,_._.
AUTOS AUTOS BODILY INJURY(Per accident) $
NON-OWNED PROPERTY DAMAGE $
X HIRED AUTOS X AUTOS Peracraesent _.._..._.
$
B UMBRELLA UAB X OCCUR 86704GI 63ALI 8/09/2016 08/09/201 EACH OCCURRENCE s61000 000
X........EXCESS LIAR CLArMS-MADE AGGREGATE, $6 n00,_.p_00
,. .
DED RETENTIONS $
C WORKERS COMPENSATION UB3J44766017 7/18/2017 08/09/201 PER aTH-
AND EMPLOYERS"LIABILITY —
Y 9 N
ANY PROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $110001000
OFFICERfMEMBER EXCLUDED? ® N f A
(Mandatory In NH) E.L.DISEASE-EA EMPLOYEE $1,000,000
If yes,describe under
DESCRIPTION OF OPERATIONS iseCow E.L,DISEASE-POLICY LIMIT $1,000,000
* Prof&Cyber Various 8/09/2016 08/0912017 $25,000,000
D Crime 82368980 8/09/2016 08/0912017 See Below
DESCRIPTION OF OPERATIONS I LOCATIONS r VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached if more space Is required)
*Professional&Excess Professional&Cyber Liability:
Policy#017012365-Carrier: National Union Fire Ins-Effective 8/9/2016-2017-Limit: $5,000,000
Policy#MTE004184203-Carrier: Greenwich Insurance Co. -Effective 8/9/2016-2017-Limit:$5,000,000
Policy#EAN79002710112016-Carrier:Axis Insurance Co.-Effective 8/9/2016-2017-Limit: $5,000,000
Policy#EMU126512-Carrier: Hudson Specialty Insurance Co.-Effective 8/9/2016-2017-Limit:$5,000,000
(See Attached Descriptions)
CERTIFICATE HOLDER CANCELLATION
Pa mentos Corporation SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
Y THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN
13024 Ballantyne Corporate ACCORDANCE WITH THE POLICY PROVISIONS.
Place,Suite 450
Charlotte, NC 28277 AUTHORIZED REPRESENTATIVE
U 1988-2014 ACORD CORPORATION.All rights reserved.
ACORD 25(2014/01) 1 of 2 The ACORD name and logo are registered marks of ACORD
#S21134335/M21133936 CYMCW
DESCRIPTIONS (Continued from Page 1)
(melee Attached Descriptions)
Policy 8t30180P'H1800789-Carrier: Lloyds of London-Effective 8/9/2016-2017-Limit;$5,000,000
Crime Limits,:.
Employee Theft-$10,000,000 Limit 1$10,000 Deductible
Premises-$10,000,000 Limit/$10,000 Deductible
In Transit-$10,000,000 Limit/$10,000 Deductible
Forgery-$10,000,000 Limit/$10,000 Deductible
Computer Fraud-$10,000,000 Limit/$10,000 Deductible
Funds Transfer Fraud-$10,000,000 Limit/$10,000 Deductible
Money Orders&Counterfeit Currency Fraud -$10,000,000 Limit/$10,000 Deductible
Client Card Fraud$10,000,000 Limit/$10,000 Deductible
Client.$10,000.,000 Limit/$10,000 Deductible
Expense.$250,000 Limit/$0 Deductible
Evidence of Insurance
SAGITTA 25.3(2014/01) 2 of 2
r21134335/M211'8 36