CONTRACT 5669 Professional Services Agreement Agreement No. 5669
PROFESSIONAL SERVICES AGREEMENT
BETWEEN
THE CITY OF EL SEGUNDO AND
PAYMENTUS CORPORATION
This AGREEMENT is entered into this 20t' day of February, 2019, by and between the
CITY OF EL SEGUNDO, a municipal corporation and general law city ("CITY") and
PAYMENTUS, a Delaware Corporation ("CONSULTANT").
1. CONSIDERATION.
A. As partial consideration, CONSULTANT agrees to perform the work listed in the
SCOPE OF SERVICES, below;
B. As additional consideration, CONSULTANT and CITY agree to abide by the
terms and conditions contained in this Agreement;
C. As additional consideration, CITY agrees to pay CONSULTANT a sum not to
exceed TWENTY-FIVE THOUSAND dollars ($25,000) for CONSULTANT's
services. CITY may modify this amount as set forth below. Unless otherwise
specified by written amendment to this Agreement, CITY will pay this sum as
specified in the attached Exhibit "A,"—Master Services Agreement and Schedule
A—Fee Schedule, which is incorporated by reference.
2. SCOPE OF SERVICES.
A. CONSULTANT will perform services listed in the attached Exhibit "A," which is
incorporated by reference.
B. CONSULTANT will, in a professional manner, furnish all of the labor, technical,
administrative, professional and other personnel, all supplies and materials,
equipment, printing, vehicles, transportation, office space and facilities, and all
tests, testing and analyses, calculation, and all other means whatsoever, except as
herein otherwise expressly specified to be furnished by CITY, necessary or proper
to perform and complete the work and provide the professional services required
of CONSULTANT by this Agreement.
3. PERFORMANCE STANDARDS. While performing this Agreement, CONSULTANT
will use the appropriate generally accepted professional standards of practice existing at the time
of performance utilized by persons engaged in providing similar services. CITY will
continuously monitor CONSULTANT's services. CITY will notify CONSULTANT of any
deficiencies and CONSULTANT will have fifteen (15) days after such notification to cure any
shortcomings to CITY's satisfaction. Costs associated with curing the deficiencies will be borne
by CONSULTANT.
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4. PAYMENTS. For CITY to pay CONSULTANT as specified by this Agreement,
CONSULTANT must submit a detailed invoice to CITY which lists the hours worked and
hourly rates for each personnel category and reimbursable costs (all as set forth in Exhibit"A").
The tasks performed, the percentage of the task completed during the billing period, the
cumulative percentage completed for each task, the total cost of that work during the preceding
billing month and a cumulative cash flow curve showing projected and actual expenditures
versus time to date.
5. NON-APPROPRIATION OF FUNDS. Payments due and payable to CONSULTANT for
current services are within the current budget and within an available, unexhausted and
unencumbered appropriation of the CITY. In the event the CITY has not appropriated sufficient
funds for payment of CONSULTANT services beyond the current fiscal year, this Agreement
will cover only those costs incurred up to the conclusion of the current fiscal year.
6. ADDITIONAL WORK. N/A.
7. FAMILIARITY WITH WORK.
A. By executing this Agreement, CONSULTANT agrees that it has:
i. Carefully investigated and considered the scope of services to be
performed;
ii. Carefully considered how the services should be performed; and
iii. Understands the facilities, difficulties, and restrictions attending
performance of the services under this Agreement.
B. If services involve work upon any site, CONSULTANT agrees that
CONSULTANT has or will investigate the site and is or will be fully acquainted
with the conditions there existing, before commencing the services hereunder.
Should CONSULTANT discover any latent or unknown conditions that may
materially affect the performance of the services, CONSULTANT will
immediately inform CITY of such fact and will not proceed except at
CONSULTANT's own risk until written instructions are received from CITY.
8. TERM. The term of this Agreement will commence on the effective date of this Agreement
and continue until the later of December 31, 2021 or 3rd anniversary of the date when the system
is fully launched to the CITY's citizens or users ("Initial Term"). The Agreement may be
renewed upon mutual, written consent of the parties.
9. TIME FOR PERFORMANCE.
A. CONSULTANT will not perform any work under this Agreement until:
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i. CONSULTANT furnishes proof of insurance as required under Section 23
of this Agreement; and
ii. CITY gives CONSULTANT a written notice to proceed.
B. Should CONSULTANT begin work on any phase in advance of receiving written
authorization to proceed, any such professional services are at CONSULTANT's
own risk.
10. TIME EXTENSIONS. N/A.
11. HOURS OF OPERATION. CONSULTANT'S Fully Hosted Solution will be present and
ready for use, accessible in a usable form, seven (7) days per week, twenty-four (24) hours per
day. CITY'S access is subject to outages for scheduled maintenance activities and unplanned
events as defined in Schedule A - Schedule of Service Levels subject to the Force Majeure
provisions in Section 40. Failure to maintain Hours of Operation shall be considered a material
breach of this Agreement
12. CONSISTENCY. In interpreting this Agreement and resolving any ambiguities, the main
body of this Agreement takes precedence over the attached Exhibits; this Agreement supersedes
any conflicting provisions.
13. CHANGES. CITY may order changes in the services within the general scope of this
Agreement, consisting of additions, deletions, or other revisions, and the contract sum and the
contract time will be adjusted accordingly. All such changes must be authorized in writing,
executed by CONSULTANT and CITY. The cost or credit to CITY resulting from changes in
the services will be determined in accordance with written agreement between the parties.
14. TAXPAYER IDENTIFICATION NUMBER. CONSULTANT will provide CITY with a
Taxpayer Identification Number.
15. PERMITS AND LICENSES. CONSULTANT, at its sole expense, will obtain and
maintain during the term of this Agreement, all necessary permits, licenses, and certificates that
may be required in connection with the performance of services under this Agreement.
16. WAIVER. CITY's review or acceptance of, or payment for, work product prepared by
CONSULTANT under this Agreement will not be construed to operate as a waiver of any rights
CITY may have under this Agreement or of any cause of action arising from CONSULTANT's
performance. A waiver by CITY of any breach of any term, covenant, or condition contained in
this Agreement will not be deemed to be a waiver of any subsequent breach of the same or any
other term, covenant, or condition contained in this Agreement, whether of the same or different
character.
17. TERMINATION.
A. Either party may terminate this Agreement at any time with mutual consent of the
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other party. Notice will be in writing at least thirty (30) days before the effective
termination date.
B.. Upon receiving a termination notice, CONSULTANT will immediately cease
performance under this Agreement unless otherwise provided in the termination
notice. Except as otherwise provided in the termination notice, any additional
work performed by CONSULTANT after receiving a termination notice will be
performed at CONSULTANT's own cost; CITY will not be obligated to
compensate CONSULTANT for such work.
C. Should the Agreement be terminated pursuant to this Section, CITY may procure
on its own terms services similar to those terminated.
D. By executing this document, CONSULTANT waives any and all claims for
damages that might otherwise arise from CITY's termination under this Section.
18. INDEMNIFICATION.
A. CONSULTANT agrees to the following:
i. Indemnification for Professional Services. CONSULTANT will save
harmless and indemnify and at CITY's request reimburse defense
costs for CITY and all its officers, volunteers, employees and
representatives from and against any and all suits, actions, or claims,
of any character whatever, brought for, or on account of, any injuries
or damages sustained by any person or property resulting or arising
from any negligent or wrongful act, error or omission by
CONSULTANT or any of CONSULTANT's officers, agents,
employees, or representatives, in the performance of this Agreement,
except for such loss or damage arising from CITY's sole negligence or
willful misconduct.
ii. Indemnification for other Damages. CONSULTANT indemnifies and
holds CITY harmless from and against any claim, action, damages,
costs (including, without limitation, attorney's fees), injuries, or
liability to third parties, arising out of this Agreement, or its
performance, except for such loss or damage arising from CITY's sole
negligence or willful misconduct. Should CITY be named in any suit,
or should any claim be brought against it by suit or otherwise,
whether the same be groundless or not, arising out of this Agreement,
or its performance, CONSULTANT will defend CITY (at CITY's
request and with counsel satisfactory to CITY) and will indemnify
CITY for any judgment rendered against it or any sums paid out in
settlement or otherwise.
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B. For purposes of this section "CITY" includes CITY's officers, officials,
employees, agents, representatives, and certified volunteers.
C. It is expressly understood and agreed that the foregoing provisions will survive
termination of this Agreement.
D. The requirements as to the types and limits of insurance coverage to be
maintained by CONSULTANT as required by Section 22, and any approval of
said insurance by CITY, are not intended to and will not in any manner limit or
qualify the liabilities and obligations otherwise assumed by CONSULTANT
pursuant to this Agreement, including, without limitation, to the provisions
concerning indemnification.
19. ASSIGNABILITY. This Agreement is for CONSULTANT's professional services.
CONSULTANT's attempts to assign the benefits or burdens of this Agreement without CITY's
written approval are prohibited and will be null and void.
20. INDEPENDENT CONTRACTOR. CITY and CONSULTANT agree that
CONSULTANT will act as an independent contractor and will have control of all work and the
manner in which it is performed. CONSULTANT will be free to contract for similar service to
be performed for other employers while under contract with CITY. CONSULTANT is not an
agent or employee of CITY and is not entitled to participate in any pension plan, insurance,
bonus or similar benefits CITY provides for its employees. Any provision in this Agreement that
may appear to give CITY the right to direct CONSULTANT as to the details of doing the work
or to exercise a measure of control over the work means that CONSULTANT will follow the
direction of the CITY as to end results of the work only.
21. AUDIT OF RECORDS. CONSULTANT will maintain full and accurate records with
respect to all services and matters covered under this Agreement. CITY will have reasonable
access on reasonable notice to such records, and the right to examine and audit the same and to
make transcript therefrom, and to inspect all program data, documents, proceedings and
activities. This audit right may be exercised annually, unless an audit discovers material
deficiencies. CONSULTANT will retain such financial and program service records for at least
three (3) years after termination or final payment under this Agreement.
22. INSURANCE.
A. Before commencing performance under this Agreement, and at all other times this
Agreement is effective, CONSULTANT will procure and maintain the following
types of insurance with coverage limits complying, at a minimum, with the limits
set forth below:
Tune of Insurance Limits
Commercial general liability: $1,000,000
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Professional Liability $1,000,000
Workers compensation Statutory requirement
Technology Errors and Omissions $ 5,000,000
Cyber Liability $ 5,000,000
Privacy Liability $ 5,000,000
B. Commercial general liability insurance will meet or exceed the requirements of
the most recent ISO-CGL Form. The amount of insurance set forth above will be
a combined single limit per occurrence for bodily injury, personal injury, and
property damage for the policy coverage. Liability policies will be endorsed to
name CITY, its officials, and employees as "additional insureds" under said
insurance coverage and to state that such insurance will be deemed "primary"
such that any other insurance that may be carried by CITY will be excess thereto.
Such endorsement must be reflected on ISO Form No. CG 20 10 11 85 or 88, or
equivalent. Such insurance will be on an "occurrence," not a"claims made,"basis
and will not be cancelable or subject to reduction except upon thirty (30) days
prior written notice to CITY.
C. Professional liability coverage will be on an "occurrence basis" if such coverage
is available, or on a "claims made" basis if not available. When coverage is
provided on a "claims made basis," CONSULTANT will continue to renew the
insurance for a period of three (3) years after this Agreement expires or is
terminated. Such insurance will have the same coverage and limits as the policy
that was in effect during the term of this Agreement, and will cover
CONSULTANT for all claims made by CITY arising out of any errors or
omissions of CONSULTANT, or its officers, employees or agents during the time
this Agreement was in effect.
D, Automobile coverage will be written on ISO Business Auto Coverage Form CA
00 01 06 92, including symbol 1 (Any Auto).
E. CONSULTANT will furnish to CITY duly authenticated Certificates of Insurance
evidencing maintenance of the insurance required under this Agreement and such
other evidence of insurance or copies of policies as may be reasonably required
by CITY from time to time. Insurance must be placed with insurers with a current
A.M. Best Company Rating equivalent to at least a Rating of"A:VII."
F. Should CONSULTANT, for any reason, fail to obtain and maintain the insurance
required by this Agreement, CITY may obtain such coverage at
CONSULTANT's expense and deduct the cost of such insurance from payments
due to CONSULTANT under this Agreement or terminate pursuant to Section 17.
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23. USE OF SUBCONTRACTORS. CONSULTANT must obtain CITY's prior written
approval to use any consultants while performing any portion of this Agreement. Such approval
must approve of the proposed consultant and the terms of compensation.
24. INCIDENTAL TASKS. If requested by CITY, CONSULTANT will meet with CITY
monthly to provide the status on the project, which will include a schedule update and a short
narrative description of progress during the past month for each major task, a description of the
work remaining and a description of the work to be done before the next schedule update.
25. NOTICES. All communications to either party by the other party will be deemed made
when received by such party at its respective name and address as follows:
If to CONSULTANT: If to CITY:
Paymentus City of El Segundo
13024 Ballantyne Corporate Place Suite 450 350 Main Street
Charlotte,NC 28277 El Segundo, CA
Attention: CEO Attention: Juliana Demers
Any such written communications will be deemed given at the time of actual delivery. Changes
may be made in the names or addresses of persons to whom notices are to be given by giving
notice in the manner prescribed in this paragraph.
26. CONFLICT OF INTEREST. CONSULTANT will comply with all conflict of interest
laws and regulations including, without limitation, CITY's conflict of interest regulations.
27. SOLICITATION. CONSULTANT maintains and warrants that it has not employed nor
retained any company or person, other than CONSULTANT's bona fide employee, to solicit or
secure this Agreement. Further, CONSULTANT warrants that it has not paid nor has it agreed
to pay any company or person, other than CONSULTANT's bona fide employee, any fee,
commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting
from the award or making of this Agreement. Should CONSULTANT breach or violate this
warranty, CITY may rescind this Agreement without liability.
28. THIRD PARTY BENEFICIARIES. This Agreement and every provision herein is
generally for the exclusive benefit of CONSULTANT and CITY and not for the benefit of any
other party. There will be no incidental or other beneficiaries of any of CONSULTANT's or
CITY's obligations under this Agreement.
29. INTERPRETATION. This Agreement was drafted in, and will be construed in accordance
with the laws of the State of California, and exclusive venue for any action involving this
agreement will be in Los Angeles County.
30. COMPLIANCE WITH LAW. CONSULTANT agrees to comply with all federal, state,
and local laws applicable to this Agreement.
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31. ENTIRE AGREEMENT. This Agreement, and its Attachments, sets forth the entire
understanding of the parties. There are no other understandings, terms or other agreements
expressed or implied, oral or written. There is one (1) Attachment to this Agreement. This
Agreement will bind and inure to the benefit of the parties to this Agreement and any subsequent
successors and assigns.
32. RULES OF CONSTRUCTION. Each Party had the opportunity to independently review
this Agreement with legal counsel. Accordingly, this Agreement will be construed simply, as a
whole, and in accordance with its fair meaning; it will not be interpreted strictly for or against
either Party.
33. SEVERABILITY. If any portion of this Agreement is declared by a court of competent
jurisdiction to be invalid or unenforceable, then such portion will be deemed modified to the
extent necessary in the opinion of the court to render such portion enforceable and, as so
modified, such portion and the balance of this Agreement will continue in full force and effect.
34. AUTHORITY/MODIFICATION. The Parties represent and warrant that all necessary
action has been taken by the Parties to authorize the undersigned to execute this Agreement and to
engage in the actions described herein. This Agreement may be modified by written amendment.
CITY's executive manager, or designee, may execute any such amendment on behalf of CITY.
35. ACCEPTANCE OF ELECTRONIC SIGNATURES. The Parties agree that this
Agreement, agreements ancillary to this Agreement, and related documents to be entered into in
connection with this Agreement will be considered signed when the signature of a party is
delivered by electronic (.pdf) or facsimile transmission. Such electronic or facsimile signature
will be treated in all respects as having the same effect as an original signature.
36. CAPTIONS. The captions of the paragraphs of this Agreement are for convenience of
reference only and will not affect the interpretation of this Agreement.
37. TIME IS OF ESSENCE. Time is of the essence for each and every provision of this
Agreement.
38. FORCE MAJEURE. Should performance of this Agreement be prevented due to fire, flood,
explosion, acts of terrorism, war, embargo, government action, civil or military authority, the
natural elements, or other similar causes beyond the Parties' reasonable control, then the
Agreement will immediately terminate without obligation of either party to the other.
39. STATEMENT OF EXPERIENCE. By executing this Agreement, CONSULTANT
represents that it has demonstrated trustworthiness and possesses the quality, fitness and capacity
to perform the Agreement in a manner satisfactory to CITY. CONSULTANT represents that its
financial resources, surety and insurance experience, service experience, completion ability,
personnel, current workload, experience in dealing with private consultants, and experience in
dealing with public agencies all suggest that CONSULTANT is capable of performing the
proposed contract and has a demonstrated capacity to deal fairly and effectively with and to
satisfy a public CITY.
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[Signatures on next page]
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IN WITNESS WHEREOF the parties hereto have executed this Agreement the day and
year first hereinabove written.
CIT FEL 1"GU )0 PAYMENTUS CORPORATION
Y
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Gre at�p- ter, Jeri oz-To—ca–tls
C'I
i Manager SenlVice President
AT ST:
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Taxpayer ID No. 46-0523150
.................... ...........................
Tracy eaver,
City Clerk
APPROVED AS TO FORM:
LA for
....................................................
Mark D. Hensley, 6
City Attorney
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Agreement No. 5669
SCHEDULE A
Schedule of Service Levels
Customer Service For any customer service request via customercare@paymentus.com,
Response (CITY) a case is created immediately with a unique case number. A response
is sent to the originator with the acknowledgement that a case has
been created. Such response is sent within 15 minutes of the receipt
of an email via CONSULTANT.
On a triage basis, an appropriate severity level is assigned to the case
and the following guidelines are setup for response times.
Severity Levels:
• Severity 0: System Level Issue (Entire System is not operational) •
Severity 1: Channel Level Issue (One Channel is not operational -
Web, IVR or Agent Dashboard) • Severity 2: Business Process Issue
(Batch Files, Payment Posting File)Unable to download via both
Automated and On-demand via Agent Dashboard) • Severity 3:
Individual Payment Issue or Research Request for Payments and
Charge-backs. • Severity 4: Information Request, Questions,
Clarifications, Change Request. This includes training calendaring,
questions regarding files, CONSULTANT procedures,payment
schedules or other similar information requests. Response
Timeframes:
• Severity 0: 30-60 minutes; CONSULTANT Executive Sponsor•
Severity 1: 30-60 minutes; CONSULTANT Account Manager•
Severity 2: 2-4 business hours; CONSULTANT Account Manager •
Severity 3: one business day; CONSULTANT Account Manager•
Severity 4: one business day; CONSULTANT Account Manager
Customer Service CONSULTANT will provide support to CITY on its Online, Mobile
Response (CITY) and IVR systems seven days per week,twenty-four hours per day.
Bill Presentment Data Provided the CITY follows CONSULTANT standard integration
guidelines, the timelines of presentment and receipt of bill data on the
Biller Direct Site (i.e., the processing of the bill file so they are
available to the System's customers within 6 hours of receipt of the
bill file). CONSULTANT shall demonstrate that greater than 99.0%
of all files are processed within the specified window.
Payment Posting Data Provided the CITY follows CONSULTANT standard integration
guidelines,the timelines for sending payment data for a biller-direct
site using the System's financial institution for payment processing
(i.e.,payments requested before the cut-off time, CONSULTANT will
create a payment instruction file every banking day and send a
.__®payment instruction file to the predefined financial institution for
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payment processing). CONSULTANT shall demonstrate that greater
than 99.0%of all payment files are processed by the vendor within
six(6)hours of creating such files.
Automated payment batch files, and on demand payment download
capability, of payments processed before the cut-off time shall be
made available to the CITY within 2 hours of the designated cut-off
time every banking day.
..................
System Availability Online, Mobile and IVR system availability supported by
CONSULTANT- CONSULTANT is expected to maintain a 99.5%
system uptime (defined as an average of no more than 3.6 hours of
downtime per month), including scheduled maintenance.
CONSULTANT shall provide notice of scheduled maintenance to the
CITY via email two days in advance of the maintenance. The notice
shall include the planned time of the disruption and the expected hour
that Online, Mobile and IVR system availability will be restored to
.........................
full functionality.
Maintenance and CONSULTANT shall provide maintenance for its Online, Mobile
Updates and IVR system(s), including updates and patches and install any
updates or enhancements to its systems. CONSULTANT shall notify
CITY seven days prior to when an updated version is available, and
provide a description of how the enhancement changes or modifies
the CITY experience.
Outbound Notification CONSULTANT is required to generate the outbound notification
99%of the time within six(6) hours of the event that generated that
message.
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P 'r liie s
MASTER SERVICES AGREEMENT
Client: City of EI Segundo(CA)
Client Address:
Contact for Notices to Client: Juliana Demers
Estimated Yearly Bills/Invoices: 70,000
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: Jel v Portocalis
Title: Title: Senior Vice President
Date: Date: February 20. 2019
Master Services Agreement—Convenience Fee Page 1 of 8
Confidential & Proprietary 100205
Agreement No. 5669
IIIIII ,it ::�
GENERAL TERMS AND CONDITIONS
1 Definitions: 1.11 "Average Bill Amount" shall mean the total
amount of Payments collected through
For the purposes of this Agreement, the Paymentus system in a given month divided
following terms and words shall have the meaning by the number of the Payments for the same
ascribed to them, unless the context clearly month.
indicates otherwise.
1.1 "Agreement"or"Contract"shall refer to this 2 Description of Services to be Performed
Agreement, as amended from time to time,
which shall constitute an authorization for 2.1 Scope of Services
the term of this contract for Paymentus to be
the exclusive provider of services, stated Paymentus shall provide Users the
herein, to the Client opportunity to make Payments by Visa, MasterCard,
Discover, E-check and other payment methods as
1.2 "User" shall mean the users of the Client's deemed necessary by Paymentus. Payments may
services be made by Interactive Telephone Voice Response
System ("IVR") or secure Internet interface provided
1.3 "Effective Date" shall be the last date upon at the Paymentus Corporation's web site or other
which the parties signed this Agreement. websites part of Paymentus' Instant Payment
The Agreement will not be effective against Network ("WebSites"), collectively referred to as the
any party until the said date ("System"or"Platform").
1.4 "Launch Date" shall be the date on which 2.2 Professionalism
Client launches this service to the Users
Paymentus shall perform in a professional
1.5 "Payment" shall mean Users to make manner all Services required to be performed under
payments for Client's services or Client's this Agreement.
bills
3 Compensation
1.6 "Payment Amount" shall mean the bill
amount User wants to pay to the Client. 3.1 No Cost Installation
1.7 "Non-consumer Cards" shall mean credit �I Paymentus will charge no fees related to the
cards which are issued for business use. initial setup and personalization of its standard
These high-cost cards may include service for both Web and IVR interfaces.
corporate cards, purchase cards, business
cards, travel and entertainment cards. 3.2 Paymentus Service Fee
System will charge each User a Service fee
1.8 "Services" shall include the performance of for each transaction processed (hereinafter called
the Services outlined in section 2 of this "Paymentus Service Fee"). Such Paymentus Service
Agreement Fee is to be collected in addition to the
corresponding Payment as part of the transaction.
1.9 "Paymentus Authorized Processor" shall
mean a Paymentus authorized merchant For each payment, the Paymentus Service Fee
account provider and payment processing collected will be used to pay the corresponding
gateway Credit Card transaction fees or transaction fees
associated with Debit Cards or eChecks (hereinafter
1.10 "Reversed or Charged-back called "Transaction Fees") except for the return
Transactions" shall mean cancelled items (eCheck returns or Credit/Debit Card
transactions due to User error, or a User's chargebacks).
challenge to Payment authenticity.
Master Services Agreement—Convenience Fee Page 2 of 8
Confidential& Proprietary 100205
Agreement No. 5669
Ray1flentus
A schedule of Paymentus Service Fee is software vendor to provide any information or
attached hereto as Schedule A. The Paymentus clarifications needed to understand Standard
Service Fee is based on the Average Bill Amount, Integration. Time is of the essence and Paymentus
current payment method mix(credit vs debit vs e- agrees to provide all integration/interface
check) and on the assumption that the total number specifications within 30 days from the Effective Date.
of payments and the total Payment Amount Client will take commercially reasonable steps to
collected each month from the use of non-consumer develop the integration within 60 days from the date
cards shall be under 5% of the total per month ("Fee on which Client has received all integration
Assumptions"). Client shall be billed an additional specifications from Paymentus. Parties agree that if
Paymentus Service Fees based on the rate of 3.5% Client does not cooperate fully, it can lead to
of the Payment Amount for any excess amount if the Paymentus being unable to perform its duties to
Fee Assumptions vary by more than 5%. Paymentus deliver the integration in time.
can amend this schedule upon prior written notice to
the Client, if such change is required due to changes If Client chooses Client Specific Integration,
in the Visa and MasterCard regulations or changes Paymentus agrees to develop such integration at no
in Credit Card fees or changes in the Average Bill cost to Client, provided however, Client agrees to
Amount or changes in Fee Assumptions. fully cooperate with Paymentus and cause its
software vendors to fully cooperate with Paymentus.
Client agrees to provide all specification required for
4 Pavment Processing Client specific integration. Client further agrees to
participate in testing with Paymentus and if needed,
4.1 Integration with Client's Billing System cause its billing software vendors to participate in
testing. Time is of the essence and Client agrees to
At no cost to Client, Paymentus will develop provide or make available all integration/interface
one (1) file format interface with Client's billing specifications within 30 days from the Effective Date.
system using Client's existing text file format Paymentus will take commercially reasonable steps
currently used to post payments to Client's billing to develop the integration within 60 days from the
system. Client will be responsible to provide date on which Paymentus has received all the
Paymentus with the one file format specification and integration specifications from Client or its vendors.
will fully cooperate with Paymentus during the Parties agree that if Client does not cooperate fully
development of the said interface. If Client chooses or is unable to cause its software vendors to
to create an automated file integration process to cooperate fully with Paymentus, it can lead to
download the posting file, due to Paymentus security Paymentus being unable to perform its duties to
requirements, Client will use Paymentus specified deliver the integration in time.
integration process. Paymentus platform is an
independent full service fully hosted platform per Based on Client's use of Paymentus
PCI-DSS requirements for a fully hosted solution. As platform and respective modules selected under this
such, Paymentus platform does and can function Agreement, Paymentus will require the following
independent of any billing system integration. A integration points:
payment posting file can be emailed or downloaded (i) For one-time Payment Module:
from Paymentus Agent Dashboard. If Client chooses a. Customer Information — Text File or
to have Paymentus platform integrated with its billing Real-time
system, Paymentus offers two options: b. Payment Posting — Text File or Real-
(i) Paymentus standard integration time
specification that Client can use to integrate its (ii) For Recurring Payment Module
billing systems with Paymentus platform ("Standard a. Text File
Integration"); (or) (iii) For E-billing Module
(ii) Paymentus to either customize or a. Billing Data - Text File or Real-time link
configure its platform to integrate with Client using to billing data
file specification or APIs supported by Client's billing (iv) For Outbound Notification
system ("Client Specific Integration") a. Audience File — Text File for customer
engagement messages
If Client chooses Standard Integration,
Paymentus agrees to fully cooperate with Client and Each of these can be based on Standard
provide its specification to Client. Paymentus also Integration or Client Specific Integration.
agrees to participate in meetings with Client's
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i tt
4.2 PCI Compliance and Client Liability
Paymentus shall confirm the dollar amount
For PCI Compliance, Client has two options of all Payments and the corresponding Paymentus
for using Paymentus platform: Service Fee to be charged to a Card and
electronically obtain the User approval of such
(i) Paymentus Fully Hosted Solution; or charges prior to initiating Card authorizations
('ii) Any other configuration transaction. Paymentus will provide User with
electronic confirmation of all transactions.
To substantially reduce or eliminate any PCI
compliance risks and to render all Client systems out 4.4 Merchant Account
of scope from PCI compliance requirements, Client
agrees to use Paymentus'fully hosted service where Paymentus will arrange for the Client to
Paymentus uses its own platform to capture have a merchant account with the Paymentus
Payments and to manage the entire (end to end) Authorized Processor for processing and settlement
user experience from all channels for Payment of the credit card transactions.
acceptance: Web, Mobile, IVR, POS devices (per
Paymentus recommended setup), recurring 4.5 Card Authorization
payments, Ebill Presentment ("Paymentus Fully
Hosted Solution"). If Client chooses any other For authorization purposes, Paymentus will
integration such as third party web pages integrated electronically transmit all Card transactions to the
with Paymentus APIs, third party gateway pages, or appropriate Card-processing center, in real time as
its own IVR systems or POS solution not the transactions occur.
recommended by Paymentus, or a cashiering
module from third party, Client expressly agrees that 4.6 Settlement
Client shall not be exempt from PCI requirements
and shall be liable for any data breaches occurring Paymentus together with its authorized Card
on its own systems as Client's recognizes that Client processor shall forward the payment transactions
systems are participating in the transactions and are and corresponding Paymentus Service Fee to the
in scope for PCI compliance. Under such appropriate card organizations for settlement directly
circumstances, Paymentus shall not be responsible to the Client's depository bank account previously
for any PCI obligations outside of Paymentus own designated by the Client (hereinafter the "Client
platform and Paymentus expressly disclaims any Bank Account").
PCI or security obligations related to Client systems
or any third party systems that participate in the Paymentus together with Paymentus
payment transactions that are outside of Paymentus Authorized Processor will continuously review its
Platform. settlement and direct debit processes for its
simplicity and efficiencies. Client and Paymentus
Paymentus highly recommends that Client agree to fully co-operate with each other if
uses Paymentus Fully Hosted Solution to Paymentus were to change its settlement and
substantially reduce its PCI compliance and data invoicing processes.
breach risks.
4.7 Reversed or Chargeback Transactions
If Client chooses to use any other option
other than Paymentus Fully Hosted Solution, Client With respect to all Reversed or Chargeback
agrees and warrants that Client shall remain PCI Transactions the Client authorizes Paymentus and
compliant throughout the term of this Agreement. Paymentus Authorized Processor (and/or the
For clarity, just because Client uses PCI compliant respective card organization) to debit the Client
applications such as its billing software, it does not Bank Account for the Payment Amount and
eliminate the need for Client to be PCI compliant. Paymentus shall refund to the Card organization for
Per PCI requirements, if a party's systems credit back to the User the corresponding
participate in processing, or accepting or storing Paymentus Service Fees.
card transactions, such party is required to be PCI
compliant as the systems are in scope. Paymentus together with Paymentus
Authorized Processor will continuously review its
processes for Reversed or Chargeback transactions,
4.3 Explicit User Confirmation for simplicity and efficiencies. Client and Paymentus
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Confidential & Proprietary 100205
Agreement No. 5669
agree to reasonably co-operate with each other if a prominent and mutually agreed
Paymentus requires any change its settlement and location on the Client website. The
invoicing processes for such transactions. phone number for the IVR payment
will also be added to the web site.
Client will also add the IVR payment
5 General Conditions of Services option as part of the Client's general
phone system.
5.1 Service Reports
(iii) User Adoption marketing as
Paymentus shall provide Client with reports described in 5.2.
summarizing use of the Services by Users for a
given reporting period. (iv) Within 30 days of the merchant
account setup, Client will launch the
5.2 User Adoption Communication by Client service to the Users.
Client will make Paymentus' Services (v) For the purpose of providing Client a
available to its residential and commercial Clients by posting file for posting to Client's
different means of Client communication including a) billing system, Client will provide the
through bills, invoices and other notices; b) by file format specification currently
providing IVR and Web payment details on the used to post its payments to the
Client's website including a "Pay Nowt' or similar link billing system. Client will fully
on a mutually agreed prominent place on the web cooperate with Paymentus and
site; c) through Client's general IVR/Phone system; provide the information required to
and d) other channels deemed appropriate by the integrate with Client's billing system.
Client.
Paymentus shall provide Client with logos, 6 Governinq Laws
graphics and other marketing materials for Client's
use in its communications with its users regarding This Agreement shall be governed by the
the Services and/or Paymentus. laws of the state of Delaware.
Both parties agree that Paymentus will be 7 Communications
presented as a payment method option. Client will
communicate Paymentus option to its end 7.1 Authorized Representative
residential and commercial Clients wherever Client
usually communicates its other payment methods. Each party shall designate an individual to
act as a representative for the respective party, with
5.3 Independent Contractor the authority to transmit instructions and receive
information. The parties may from time to time
Client and Paymentus agree and designate other individuals or change the
understand that the relationship between both individuals,
parties is that of an independent contractor.
7.2 Notices
5.4 Client's Responsibilities
All notices of any type hereunder shall be in
In order for Paymentus to provide Services writing and shall be given by Certified Post or a
outlined in this Agreement, the Client shall co- national Courier or by hand delivery to an individual
operate with Paymentus by: authorized to receive mail for the below listed
individuals, all to the following individuals at the
(i) Client will enter into all applicable following locations:
merchant Card or cash
management agreements. To Client
C/O:
(ii) For the duration of this Agreement, Address:
Client will keep a bill payment link Email:
connecting to Paymentus System at
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Agreement No. 5669
will not disclose to any third party or use for any
To Paymentus purpose inconsistent with this Agreement any
C/O: President and CEO confidential User information it receives in
Address: 13024 Ballantyne Corporate Place connection with its performance of the services.
Suite 450
Charlotte, NC 28277 7.8 Intellectual Property
Email: ceo@paymentus.com
In order that the Client may promote the
Notices shall be declared to have been given or Services and Paymentus' role in providing the
received on the date the notice is physically received Services, Paymentus grants to Client a revocable,
if given by hand delivery, or if notices given by US non-exclusive, royalty-free, license to use
Post, then notice shall be deemed to have been Paymentus' logo and other service marks (the
given upon on date said notice was deposited in the "Paymentus Marks") for such purpose only. Client
mail addressed in the manner set forth above. Any does not have any right, title, license or interest,
party hereto by giving notice in the manner set forth express or implied in and to any object code,
herein may unilaterally change the name of the software, hardware, trademarks, service mark, trade
person to whom notice is to be given or the address name, formula, system, know-how, telephone
at which the notice is to be received. number, telephone line, domain name, URL,
copyright image, text, script (including, without
7.3 Interpretation limitation, any script used by Paymentus on the IVR
or the WebSite) or other intellectual property right of
It is the intent of the parties that no portion of Paymentus ("Paymentus Intellectual Property"). All
this Agreement shall be interpreted more harshly Paymentus Marks, Paymentus Intellectual Property,
against either of the parties as the drafter. and the System and all rights therein (other than
rights expressly granted herein) and goodwill pertain
7.4 Amendment of Agreement thereto belong exclusively to Paymentus.
Modifications or changes in this Agreement 7.9 Force Majeure
must be in writing and executed by the parties
bound to this Agreement. Paymentus will be excused from performing
the Services as contemplated by this Agreement to
7.5 Severability the extent its performance is delayed, impaired or
rendered impossible by acts of God or other events
If a word, sentence or paragraph herein that are beyond Paymentus' reasonable control and
shall be declared illegal, unenforceable, or without its fault or judgment, including without
unconstitutional, the said word, sentence or limitation, natural disasters, war, terrorist acts, riots,
paragraph shall be severed from this Agreement, acts of a governmental entity (in a sovereign or
and this Agreement shall be read as if said word, contractual capacity), fire, storms, quarantine
sentence or paragraph did not exist. restrictions, floods, explosions, labor strikes, labor
walk-outs, extra-ordinary losses utilities (including
7.6 Attorney's Fees telecommunications services), external computer
"hacker"attacks, and/or delays of common carrier.
Should any litigation arise concerning this
Agreement between the parties hereto, the parties 7.10 Time of the Essence
agree to bear their own costs and attorney's fees.
Paymentus and Client acknowledge and
7.7 Confidentiality agree that time is of the essence for the completion
of the Services to be performed and each party's
Client will not disclose to any third party or respective obligations under this Agreement.
use for any purpose inconsistent with this
Agreement any confidential or proprietary non-public
information it obtains during the term of this 8 Indemnification
Agreement about Paymentus' business, operations,
financial condition, technology, systems, no-how, 8.1 Paymentus Indemnification and Hold
products, services, suppliers, Clients, marketing Harmless
data, plans, and models, and personnel. Paymentus
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Confidential & Proprietary 100205
Agreement No. 5669
Payrneritus
Paymentus agrees to the fullest extent possibility of such damages. Paymentus' total
permitted by law, to indemnify and hold harmless the liability for damages for any and all actions
Client and its governing officials, agents, employees, associated with this Agreement or the Services shall
and attorneys (collectively, the "Client Indemnitees") in no event exceed the specific dollar amount of the
from and against all liabilities, demands, losses, Paymentus Service Fee paid to Paymentus for the
damages, costs or expenses (including reasonable particular payment transaction which is the subject
attorney's fees and costs), incurred by any Client matter of the claim of damage.
Indemnitee as a result or arising out of(i) the willful
misconduct or negligence of Paymentus in 9 Term and Termination
performing the Services or (ii) a material breach by
Paymentus of its covenants. 9.1 Term
8.2 Client Indemnification and Hold Harmless The term of this Agreement shall commence
on the effective date of this Agreement and continue
Client agrees to the fullest extent permitted for a period of 5 (five) years ("Initial Term") from the
by law, to indemnify and hold harmless Paymentus, Launch Date. Services under this Agreement shall
its affiliates, officers, directors, stockholders, agents, begin within 30 days of the merchant account setup.
employees, and representatives, (collectively, the
"Paymentus Indemnitees") from and against all At the end of the Initial Term, this
liabilities, demands, losses, damages, costs or Agreement will automatically renew for successive
expenses (including without limitation reasonable three (3) year periods unless either Client or
attorney's fees and expenses) incurred by any Paymentus provide the other party with not less than
Paymentus Indemnitee as a result or arising out of 6 (six) months prior written notice before such
(i) the willful misconduct or negligence of Client automatic renewal date that such party elects not to
related to the Services or (ii) a material breach of automatically renew the term of this Agreement.
Client's covenants.
9.2 Material Breach
6.3 Warranty Disclaimer
A material breach of this Agreement shall be
Except as expressly set forth in this cured within 90(ninety)days("Cure Period")after a
Agreement, Paymentus disclaims all other party notifies the other of such breach.In the event,
representations or warranties, express or implied, such material breach has not been cured within the
made to the Client or any other person, including Cure Period, the non-breaching party can terminate
without limitation, any warranties regarding quality, this Agreement by providing the other party with a
suitability, merchantability, fitness, for a particular 30 (thirty)days notice.
purpose or otherwise of any services or any good
provided incidental to the Services provided under 9.3 Upon Termination
this Agreement.
Upon termination of this Agreement, the
8.4 Limitation of Liability parties agree to cooperate with one another to
ensure that all Payments are accounted for and all
Notwithstanding the foregoing, the parties refundable transactions have been completed. Upon
agree that neither party shall be liable to the other termination, Paymentus shall cease all Services
for any lost profits, lost savings or other special, being provided hereunder unless otherwise directed
indirect or consequential damages, even if the party by the Client in writing.
has been advised of or could have foreseen the
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Agreement No. 5669
Schedule A— Paymentus Service Fee Schedule
User Fee Model
Paymentus Service Fee charged to the User will be based on the following table:
Payment Type ^ Paymentus Service Fee
...... .................................................................
Average Bill Amount of Flat Fee of$4.95
$250.00
Absorbed Model
Paymentus Service Fee charged to the Client will be based on the following model:
.........................................................................._
Absorbed Fee Model
❑ Absorbed Model
❑ Average Bill Amount: $250.00
❑ Paymentus Service Fee per qualified utility rate transaction
❑ Credit/Debit Card $2.50
❑ ACH!eCheck $1.00
❑ Non-Qualified AMEX 2.75%
Note:Maximum Amount per Payment is$400.00 Multiple payments can be made.
The Paymentus Service Fee will be collected in addition to the end-user bill payment total. Paymentus may apply different
limits per transactions for user adoption or to mitigate risks.
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Confidential & Proprietary 100205