HomeMy WebLinkAbout4028 Resolution - Paymentus Master Services AgreementRESOLUTION NO. 4028
A RESOLUTION OF THE CITY OF PASCO, WASHINGTON
APPROVING THE PROFESSIONAL SERVICES AGREEMENT WITH
PAYMENTUS CORPORATION, AND WAIVING THE COMPETITIVE
BIDDING REQUIREMENT DUE TO A SOLE SOURCE ACQUISITION.
WHEREAS, Washington State law provides an exemption from purchases that are clearly
and legitimately limited to a single source of supply ("sole source") for bidding requirements
required of municipal corporations for awarding contracts for public works per RCW 39.04.280;
and
WHEREAS, the City has effectively utilized Paymentus Corporation services for over
four (4) years; and
WHEREAS, the City now must establish a new service agreement for electronic bill
payment services in order to provide additional options for its utilities customers; and
WHEREAS, it is functionally necessary to continue services with Paymentus Corporation
because they are the sole provider of the services that will meet the needs of the City with no
impact on current City customer's auto pay, bank bill pay and stored financial data; and their well-
established systems with the City utility and financial systems; and
WHEREAS, the use of Paymentus equipment and services is clearly and legitimately
limited to a single source of supply, as detailed in the Sole Source Worksheet (EXHIBIT A); and
WHEREAS, RCW 39.04.280(2)(a) requires that prior to utilizing the sole source
exemption the City Council must first adopt a resolution reciting the factual basis supporting the
exemption; and
WHEREAS, the City Council pursuant to 39.04.280(2)(a) finds that such factual basis as
described herein and detailed in the Sole Source Worksheet does support application of the sole
source exemption as pertaining to the purchase of Paymentus services and equipment; and
WHEREAS, if the City were to go out for a competitive bid and a change in payment
services was required, it would be a lengthy and costly undertaking that would have a significant
impact on its customers including but not limited to issues related to:
1. Bank bill pay, auto pay, and information not reaching customers regarding the
service provider change;
2. Customers on auto pay would have to re-establish this service with a new
vendor and yet again give their private financial information to the City staff or
the new payment vendor as it does not carry over from one vendor to another;
and
Resolution — Paymentus Agr. - 1
3. Changing vendors, of this kind, would take extensive staff overtime to deal with
new vendor software, which would not be a good use of time or funds during
the COVID-19 pandemic.
WHEREAS, the City Manager recommends that the City of Pasco establish a new service
agreement with Paymentus Corporation, as presented in EXHIBIT B, attached hereto.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY
OF PASCO, WASHINGTON:
That the City of Pasco retain electronic bill payment services from Paymentus Corporation
as presented in EXHIBIT C, attached hereto.
PASSED by the City Council of the City of Pasco, Washington this 19th day of January,
2021.
Saul Martinez
Mayor
ATTEST:
Debra Barham, CMC
City Clerk
Resolution — Paymentus Agr. - 2
APPROV AS T ORM:
Kert aw, PLLC
City Attorney h;5-1
EXHIBITA
SOLE SOURCE WORKSHEET
Sole source purchases are defined as clearly and legitimately limited to a single supplier. Sole source
purchases are normally not allowed except when based upon strong technological grounds such as
operational compatibility with existing equipment and related parts or upon a clearly unique and cost
effective feature requirement.
Requisition Item: n/a Requisition No. n/a
Prior Purchase Order Number (if item had been approved previously):
1. Please describe the items and its function: online/phone/text payment services for the city or Pasco.
2. This is a sole source because:
❑ Sole provider of a licensed or patented good or service
❑ Sole provider of items that are compatible with existing equipment, inventory, systems,
programs or services
❑✓ Sole provider of goods and services for which the City has established a standard
Sole provider of goods or services that will meet the specialized needs of the City or
perform the intended function (please detail below or in an attachment)
❑ The vendor/distributor is a holder of a used item that would represent good value and is
advantageous to the City (please attach information on market price survey, availability,
etc.)
3. What necessary features does this vendor provide which are not available from other vendors?
Please be specific.
Another vendor would not be able to supply the same services without a significant Implact to our customers, a considerable amount of time, extensive staff overtime and a completely
re-satsbllahing all electronic systema used. Customer already have eatabllshed autopsy and bank 1,111 pay setup with Pay tus and a change In vendor could cause waton—s to have to re-establish payment services
and provide confidential financial information to a new vendor. This would greatly affect over 6800 autopay customers and our setup with local banks and credit unions.
4. What steps were taken to verify that these features are not available elsewhere?
❑ Other brands/manufacturers were examined (please list phone numbers and names, and
explain why these were not suitable).
❑ Other vendors were contacted (please list phone numbers and names, and explain why
these were not suitable).
5. Sole source vendor certifies that the City is getting the lowest price offered for the item.
Certification of Need
This recommendation for sole source is based upon on objective review of the product/service required and
appears to be in the best interest of the City. I know of no conflict of interest on my part of personal
involvement in any way with this request. No gratuities, favors or comprising actions have been taken.
Neither has my personal familiarity with particular brands, types or equipment, materials or firm been a
deciding influence on my request to sole source this purchase.
LM
Date:
Page 62
4 'm 'nj I I rico
P.O. Box 293 • 525 N. Third Avenue •Pasco, WA 99301
December 30, 2020
TO: Dave Zabell — City Manger
FR: Richa Sigdel — Finance Director
RE: City of Pasco Master Service Agreement with Paymentus
EXHIBIT B
Paymentus has successfully provided online/phone/text payment services for the City of Pasco utility customers
for the past 4 years and 7 months. Our systems, documentation and website are well established and our
customers have become accustomed to using their services. Paymentus currently completes over 15,500
transactions a month for the City, which includes 6,982 automatic payment accounts. The current Master Service
Agreement was established on March 17, 2016 has a term of five years with an automatic renewal for a successive
three-year period.
Paymentus has added on additional options for our customers to include paying through Amazon, PayPal, PayPal
Credit, Venmo and Walmart. These payment methods are "non -consumer card" transactions, and are charged at a
higher fee of 2.75%. Paymentus has agreed to negotiate the fees for these transactions down to the standard
utility rate of $2.00 per transaction with a renewal/extension of the Service Agreement to November 23, 2025,
and an automatic renewal for a successive three-year period. As more of our customers choose to use alternate
payment methods such as Paypal/Venmo/Amazon this fee reduction from 2.75% to $2.00 per transaction will add
up to a notable savings. We receive extremely competitive rates and good service from Paymentus and they stay
current to the technical needs of our customers.
If the City were to go out for a competitive bid and a change in payment services was required, it would be a
lengthy and costly undertaking that would have a significant impact on our customers. Issue related to bank
billpay, autopay, and information not reaching customers regarding the change would be extensive. Customers on
autopay would have to re-establish this service with a new vendor and yet again give their private financial
information to us or the new payment vendor as it does not carry over from one vendor to another. A change of
this kind would take extensive staff overtime to deal with and would not be a good use of funds during these
Covid-19 times.
According to Administrative Order No. 470, Purchasing Policy and Procedures, service contracts over $50,000
require a competitive purchasing process; except, if the City Manager approves in writing an exception based on
the best interests of the City, the competitive process can be waived.
Based on the information provided, Staff has determined that proceeding with a new Service Agreement with
Paymentus will be in the best interest of the City. With your written consent, we would like to move forward in
executing the amendment to the Master Service Agreement with Paymentus.
I, Dave Zabell, City Manager for the City of Pasco, have determined that it is in the best interest of the
City to amend and renew the Service Agreement with Paymentus Corporation.
Dave Zabell, City` h ager
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Client:
Client Address:
Contact for Notices to Client:
Estimated Yearly Bills /
Invoices:
Paymentus
MASTER SERVICES AGREEMENT
EXHIBIT C
City of Pasco (WA)
525 N. Third Avenue
Pasco, WA 99301
Stephanie Brock
250,000
This Master Services Agreement ("Agreement") is entered into as of the date of the last of the signatures set forth below
("Effective Date"), by and between the Client identified above and Paymentus Corporation, a Delaware Corporation with
a principal place of business at 13024 Ballantyne Corporate Parkway, Suite 400, Charlotte, North Carolina 28277.
STATEMENT OF PURPOSE
Paymentus desires to provide and Client desires to receive electronic bill payment services as more particularly described
in this Agreement under the terms and conditions set forth herein.
AGREEMENT
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 the following documents:
(i) this signature page
(ii) the General Terms and Conditions; and
(iii) the following Schedules:
Schedule A: Paymentus Service Fee Schedule.
This Agreement represents the entire agreement between the parties with respect to its subject matter, supersedes all
prior written or oral agreements or understandings related to the subject matter hereof, and may be changed only by
agreements in writing signed by the authorized representatives of each of the parties.
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed by their duly authorized
representatives.
CLIENT: CITY OF PASCO, WA PAYMENTUS CORPORATION
By:
NAM
TITLE:
DA
CONFIDENTIAL AND PROPRIETARY
Paymentus Legal I REVISION OF 4.22.20
By:
NAME:
TITLE:
DATE:
GENERAL TERMS AND CONDITIONS
For the purposes of the Agreement, the following terms
and words have the meaning ascribed to them, unless the
context clearly indicates otherwise.
1.1 "Agreement "or "Master Agreement" means the
Master Services Agreement between the parties, as
amended from time to time.
1.2 "Average Bill Amount" means the total amount of
Payments processed through Paymentus in a given
month divided by the number of the Payments for the
same month.
1.3 "Effective Date" means the date the last party to
execute the Agreement does so, or if the Agreement is
submitted to Client for acceptance in a manner that does
not call for Paymentus to execute it, the date Client
agrees to the Agreement.
1.4 "Excess Payment Amount" means the amountby
which the total of all Payment Amounts from Non -
Qualified Transactions processed in a calendar month
exceeds 5% of the total of the Payment Amounts of all
card Payments processed that month.
1.5 "Fee Assumptions" means information used to
calculate the Paymentus Fee (as defined in Section 3.2),
including (i) the projected Average Bill Amount, (ii) the
projected payment method mix (credit vs debit vs e -
check) and (iii) an assumption by Paymentus that the total
Payment Amount processed each month resulting from
Non -Qualified Transactions shall not exceed five percent
(5%) of the total Payment Amount of all card Payments
processed that month.
1.6 "Initial Setup" means the first personalization and
activation of the standard service with respect to each
channel described on Schedule A as specified during the
implementation process.
1.7 "IPN" or "Instant Payment NetworkTm" means the
network developed by Paymentus to enable customer
engagement, bill presentment and receipt of payments by
businesses through multiple channels as enabled from
time to time by Paymentus.
1.8 "Launch Date" means the date on which Client
completes the introduction to Users of all Services
selected by Client as of the Effective Date.
1.9 "Non -Qualified Transaction" means (i) a Payment
made with a card or payment method generally issued for
business use that results in interchange fees or other
processing charges assessed by a Paymentus
Authorized Processor or card payment association that
are higher than those charged for transactions with cards
payment methods issued for consumer use; or (ii) a
Payment that does not qualify for reduced interchange
fees under programs in which is then currently
participating. These high-cost cards payment methods
may include, among others, corporate cards, virtual
cards, purchase cards, business cards, and travel and
entertainment cards.
1.10 "Payment" means payment by a User through the
Platform for Client's services, Client's bills, or other
amounts owed to Client.
1.11 "Payment Amount" means the amount of a
Payment.
1.12 "Paymentus Authorized Processor' means a
Paymentus authorized merchant account provider or
payment processing intermediary or gateway.
1.13 "Paymentus Fee" is defined in Section 3.2.
1.14 "Platform" is defined in Section 2.1.
1.15 "Reversed or Chargeback Transactions" means
cancelled transactions due to (i) User error, (ii) a User's
challenge to Payment authenticity, or (iii) an action by a
financial institution or a Paymentus Authorized Processor
(commonly referred to as ACH or eCheck returns or
credit/debit card chargebacks).
1.16 "Services" means the performance by Paymentus
of the payment and related services selected by Client as
set forth in Schedule A and as provided in Section 2.3.
1.17 "User" means a user of Client's services.
2 Description of Services to be Performed
2.1 Scope of Services
When selected on Schedule A, Paymentus will provide
Users the opportunity to view and receive bills, make
Payments using the payment methods provided under
Schedule A and other payment methods and wallets as
offered by Paymentus from time to time. The payment
methods and other services provided may be used within
the channels described on Schedule A or on other
websites or mobile/web apps or chatbots or voice
assistants that are part of the Instant Payment NetworkTm,
(collectively referred to as the"Platform"). Paymentus will
provide a mechanism by which Client may select
channels and payment methods it wishes to offer Users.
Paymentus will be the exclusive provider to Client of
services included in the Services.
2.2 Professionalism
Paymentus will perform in a professional manner all
Services required to be performed under the Agreement.
2.3 New or Enhanced Services
From time to time Paymentus may offer Client new or
enhanced services, such as new functionality within the
IPN, the ability to accept other payment methods,
methods of bill presentment, the ability to access
alternative payment processors or other service providers
or Paymentus Authorized Processors or otherwise modify
the terms and conditions under which the Services are
provided ("Service Enhancements"). Paymentus will
provide Client with notice by email to the person
designated as provided in Section 9.1 disclosing the
terms, including any contracts or contract amendments,
under which the Service Enhancements will be made
available. If the Service Enhancements will result in
additional fees to or impose additional obligations on
Client or Users, Client will have at least thirty (30) days
after the date of the notice to opt -out of the Service
Enhancements in the manner provided in the notice. If
Client does not opt -out, then when the Service
Enhancements are introduced they will form part of the
Services and Client will be bound by the additional terms
as disclosed in the notice, and Schedule A will be deemed
amended to reflect changes in the Services and fees.
3.1 No Fee Installation
Paymentus will charge no fees related to the Initial Setup
of standard service.
3.2 Paymentus Fee
Client will be billed the fees as provided in Schedule A
("Paymentus Fee"), unless a fee is User paid, in which
case Paymentus will charge each User the Paymentus
Fee as provided in Schedule A to be collected in addition
to the corresponding Payment as part of the transaction.
Paymentus will pay the corresponding processing and
related fees ("Transaction Fees") except for fees related
to Reversed or Chargeback Transactions.
The Paymentus Fee is based on the Fee Assumptions.
Client will be billed additional Paymentus Fees equal to
2.75% of the Excess Payment Amount for each month
during which there is an Excess Payment Amount.
Paymentus may amend Schedule A upon prior written
notice to Client if there are changes in the card or payment
system rules or changes in payment processing fees or
other events that increase the cost of processing
transactions, such as changes in the average Payment
Amount, the mix of payment methods or of interchange
rates applied to transactions. The amended Paymentus
Fee will take effect 30 days after written notice to Client.
4 Payment Processina
4.1 Integration with Client's Billing System
At no charge from Paymentus to Client, Paymentus will
develop one (1) file format interface with Client's billing
system using Client's existing text file format currently
used to post payments to Client's billing system. Client will
be responsible to provide Paymentus with the one file
format specification and will fully cooperate with
Paymentus during the development of the said interface.
If Client chooses to create an automated file integration
process to download the posting file, due to Paymentus
security requirements, Client will use Paymentus
specified integration process. As such, the Paymentus
platform does and can function independent of anybilling
system integration. A payment posting file can be emailed
or downloaded from the Paymentus Agent Dashboard. If
Client chooses to have the Paymentus platform integrated
with its billing system, Paymentus offers two options:
(i) Paymentus standard integration specification that
Client can use to integrate its billing systems with
Paymentus platform ("Standard Integration"); or
(ii) Paymentus to either customize or configure its
platform to integrate with Client using file specification or
APIs supported by Client's billing system ("Client Specific
Integration").
If Client chooses Standard Integration, Paymentus
agrees to fully cooperate with Client and provide its
specification to Client. Paymentus also agrees to
participate in meetings with Client's software vendor to
provide any information or clarifications needed to
understand Standard Integration. Paymentus agrees to
provide all integration/interface specifications within 30
days from the Effective Date. Client will take commercially
reasonable steps to develop the integration within 60 days
from the date on which Client has received all integration
specifications from Paymentus.
If Client chooses Client Specific Integration, Paymentus
agrees to develop that integration at no charge from
Paymentus to Client, provided however, Client agrees to
fully cooperate with Paymentus and cause its software
vendors and other service providers to fully cooperate
with Paymentus. Client agrees to provide all
specifications required for Client Specific Integration.
Client further agrees to participate in testing with
Paymentus and if needed, cause its billing software
vendors and other service providers to participate in
testing. Client agrees to provide or make available all
integration/interface specifications within 30 days from the
Effective Date. Paymentus will take commercially
reasonable steps to develop the integration within 60 days
from the date on which Paymentus has received all the
integration specifications from Client or its vendors.
Parties agree that if the parties do not cooperate fully, it
can lead to each party being unable to perform its duties
to deliver the integration in time.
Based on Client's use of the Platform and its respective
modules selected under the Agreement, Paymentus will
require the following integration points:
MODULE
INTEGRATION
POINT
One-time payment
Customer Information:
Module
Text File or Real Time
Payment Posting: Text
File or Real Time
Recurring Payment
Text File
Module
E -billing Module
Text File or Real-time
for Billing Data
link to billing data
Out -bound
Text File for customer
Notification-
engagement messages
Audience File
Each of these can be based on Standard Integration or
Client Specific Integration.
The Initial Setup for the Web or IVR interface will be
considered complete when the first Standard Integration
or Client Specific Integration, as applicable, is completed
such that Paymentus and Client are able to exchange files
relevant to that interface, as contemplated in this Section
4.1. In the event the Services are implemented without
integration, the Initial Setup will be considered complete
when a User is able to access the Platform to process a
payment.
4.2 Enhancements
The parties agree that the Services are provided on a
"platform as a service" basis, and not as a result of custom
software development. Paymentus' standard Platform will
be personalized to achieve certain additional functional
requirements of Client, as clarified and agreed during
implementation ("Enhancements"). Enhancements may
include some or all of the features included in any
technical requirements or similar document provided to
Paymentus. The parties will fully co-operate with one
another to: a) ensure that requirements with respect to
Enhancements are clarified as needed; b) accept
Paymentus proposed reasonable alternatives to achieve
Client's functional objectives within the limits of the
Paymentus platform; and c) accept Paymentus'
reasonable estimates of time for completion, designs and
plans with respect to agreed Enhancements. There will be
no fee charged by Paymentus to Client for
Enhancements, provided Paymentus designs and plans
are accepted by Client. If the Services are to be offered at
multiple locations, or if the Services include multiple
Enhancements, the parties will agree to a phased
implementation.
4.3 PCI Compliance
To the extent that either party receives payment card
information subject to the Payment Card Industry Data
Security Standards ("PCI -DSS") in connection with
providing the Services, it will comply with all requirements
of the PCI -DSS with respect to storage, transmission and
disclosure of payment card information.
4.4 Explicit User Confirmation
Paymentus will confirm the dollar amount of all Payments,
and when paid by the User, the corresponding Paymentus
Fee to be charged and electronically obtain the User's
approval of the charges prior to initiating payment
authorizations transaction. Paymentus will provide User
with electronic confirmation of all transactions.
4.5 Merchant Account
Paymentus will arrange for Client to have a merchant
account with the Paymentus Authorized Processor for
processing and settlement of transactions.
4.6 Payment Authorization.
For authorization purposes, Paymentus will electronically
transmit all card or other payment transactions to the
appropriate processing center, in real time as the
transactions occur or as provided in applicable rules. In
its discretion, Paymentus may refuse to process any
transaction that is submitted in violation of its terms of use
or to protect Client, Users, itself or others from potentially
illegal, fraudulent or harmful transactions.
4.7 Settlement
Paymentus together with a Paymentus Authorized
Processor will forward the payment transactions, and
when paid by User, the corresponding Paymentus Fee to
the appropriate organizations for settlement (other than
the Paymentus Fee) directly to Client's depository bank
account previously designated by Client ("Client Bank
Account"). When Client pays the Paymentus Fee,
Paymentus will invoice Client and debit the fees from the
Client Bank Account on a monthly basis.
2
Paymentus together with the Paymentus Authorized
Processor will continuously review its settlement and
direct debit processes for its simplicity and efficiencies.
Client and Paymentus agree to fully co-operate witheach
other if Paymentus were to change its settlement and
invoicing processes. Paymentus will make reasonable
every effort to deposit payments (other than Paymentus
Fee) no later than 24 hours from time of receipt.
4.8 Reversed or Chargeback Transactions
With respect to all Reversed or Chargeback Transactions
Client authorizes Paymentus and Paymentus Authorized
Processor (and/or the respective payment organizations)
to debit the Client Bank Account for the PaymentAmount
and Paymentus will refund to the payment organization
for credit back to the User the corresponding Paymentus
Fee, if any.
Paymentus together with Paymentus Authorized
Processor will continuously review its processes for
Reversed or Chargeback Transactions for simplicity and
efficiencies. Client and Paymentus agree to reasonably
co-operate with each other if Paymentus requires any
change to its settlement and invoicing processes for these
transactions.
5 General Conditions of Services
5.1 Service Reports
Paymentus will provide Client with reports summarizing
use of the Services by Users for a given reporting period.
5.2 User Adoption Communication by Client
Client will communicate the Services as a payment option
to its customers wherever Client usually communicates its
other payment options.
Client will make the Services known or available to its
customers by different means of customer communication
including a) through bills, invoices and other notices; b) if
direct payments have been activated, by providing IVR
and Web payment details on Client's website including a
"Pay Now" or similar link on a mutually agreed prominent
place on the web site; c) if IVR payments have been
activated, through Client's general IVR/Phone system;
and d) other channels deemed appropriate by Client.
Paymentus will provide Client with logos, graphics and
other marketing materials for Client's use in its
communications with its customers regarding the
Services and/or Paymentus.
5.3 Independent Contractor
Paymentus is an independent contractor.
5.4 Client's Responsibilities
In order for Paymentus to provide the Services outlined in
the Agreement, Client will co-operate with Paymentus by:
(i) Entering into (and authorizing Paymentus to do
so on its behalf) all applicable merchant processing, cash
management, ACH origination, or kiosk agreements,
provided that Client is given notice of and approves any
additional fees associated with those agreements, and
providing information and consents reasonably requested
in connection with the agreements.
(ii) Keeping throughout the duration of the
Agreement during which direct payments via the web is
activated, a bill payment link connecting to the Paymentus
Platform at a prominent and mutually agreed location on
Client's website. If the IVR channel is activated, the phone
number for IVR payments will also be added to the web
site and as an option as part of Client's general phone
system.
(iii) Sharing User Adoption marketing as described in
Section 5.2.
(iv) Launching the Service within 30 days of
Paymentus making the system available.
(v) Dedicating sufficient and properly trained
personnel to support the implementation process and its
use of the Services in compliance with all lawsapplicable
to its use of the Services.
(vi) Providing Paymentus with the file format
specification currently used to post payments to the billing
system to allow Paymentus to provide Client with a
posting file for posting to Client's billing system.
(vii) Fully cooperating with Paymentus and securing
the cooperation of its software and service providers and
providing the information required to integrate with
Client's billing system.
(viii) Fully cooperating with Paymentus to integrate its
systems with the Paymentus Platform through the use of
Paymentus' APIs to enable Client's access to the IPN, if
selected.
6.1 Paymentus Indemnification and Hold
Harmless
Paymentus agrees to defend and indemnify Client and its
directors, officers or governing officials, or employees
(collectively, the "Client Indemnitees") from and against
all liabilities, demands, losses, damages, costs or
expenses (including reasonable attorney's fees and
costs), incurred by any Client Indemnitee arising from a
claim or demand brought by a third party to the extent the
claim or demand alleges that the Services provided under
this Agreement infringe the intellectual property rights of
the third -party. Paymentus further agrees to the fullest
extent permitted by law to indemnify and hold harmless
Client, its affiliates, officers, directors, stockholders,
agents, employees, and representatives, from and
against all liabilities, demands, losses, damages, costs or
expenses (including without limitation attorney's fees and
expenses) against third party claims incurred by Client as
a result or arising out of (i) willful misconduct or
negligence of Paymentus related to the Services or (ii) a
material breach of Paymentus' covenants.
6.2 Client Indemnification and Hold Harmless
Client agrees to defend and indemnify Paymentus and its
directors, officers, or employees (collectively, the
"Paymentus Indemnitees") from and against all liabilities,
demands, losses, damages, costs or expenses (including
reasonable attorney's fees and costs), incurred by any
Paymentus Indemnitee arising from a claim or demand
brought by a third party to the extent the claim or demand
relates to the underlying relationship or obligations of
Client and its Users, incurred by Paymentus as a result or
arising out of (i) willful misconduct or negligence of Client
related to the Services or (ii) a material breach of Client's
covenants..
6.3 Indemnification Procedure
The indemnified party will give the indemnifying party
prompt written notice of any claim for which
indemnification is sought. The indemnifying party will
have the right to control the defense and settlement of any
claim, provided that any settlement that adversely affects
the indemnified party requires the indemnified party's
consent, which will not be unreasonably delayed or
withheld. The indemnified party will not settle any claim
without the consent of the indemnifying party, which will
not be unreasonably delayed or withheld.
6.4 Warranty Disclaimer
Except as expressly set forth in the Agreement,
Paymentus disclaims all other representations or
warranties, express or implied, made to Client or any
other person, including without limitation, any warranties
regarding quality, suitability, merchantability, fitness, for a
particular purpose or otherwise of any services or any
good provided incidental to the Services provided under
the Agreement.
6.5 Limitation of Liability
Except as provided in Paragraph 6.1 „ Paymentus will not
be liable for any lost profits, lost savings or other special,
indirect or consequential damages, even if it has been
advised of or could have foreseen the possibility of these
damages. In no event will Paymentus be liable for any
losses or damages resulting from the acts, omissions or
errors of third parties or of Client or for providing
agreements, instructions or information to Users as
instructed by Client. The preceding limitation on damages
does not apply to Paymentus indemnification obligations
for which Paymentus' total liability shall not exceed
$250,000.00. Notwithstanding any other provision in the
Agreement, Paymentus's total liability under the contract
shall not exceed $1,000,000.
7 Term and Termination
7.1 Term
The term of the Agreement will commence on the
Effective Date and continue through November 23rd,
2025. ("Initial Term").
At the end of the Initial Term, the Agreement will
automatically renew for successive three (3) year periods
unless either Client or Paymentus provide the other party
with not less than 90 (ninety) days prior written notice
before the automatic renewal date that it elects not to
automatically renew the term of the Agreement.
7.2 Material Breach
A material breach of the Agreement will be cured within
90 business days ("Cure Period") after a party notifies the
other of the breach. In the event the material breach has
not been cured within the Cure Period, the non -breaching
party can terminate the Agreement by providing theother
party with a 30 business days' notice.
7.3 Upon Termination
Upon termination of the Agreement, the parties agree to
cooperate with one another to ensure that all Payments
are accounted for and all refundable transactions have
been completed. Upon termination, Paymentus will cease
all Services being provided hereunder unless otherwise
directed agreed in writing.
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The parties agree that this Master Services Agreement
may be extended, with the authorization of Client, to other
public entities or public agencies or institutions of the
United States ("Other Public Customers") to permit their
use of the Master Services Agreement at the same prices
and/or discounts and terms and conditions of this Master
Services Agreement. If any other public entity decides to
use the Master Services Agreement, Paymentus must deal
directly with that public entity concerning the placement of
orders, issuance of the purchase orders, contractual
disputes, invoicing and payment. Client acts only as the
"Contracting Agent" for these public entities. It is
Paymentus' responsibility to notify the public entities of the
availability of this Master Services Agreement. Other
public entities desiring to use this Master Agreement must
make their own legal determination as to whether the use
of this Master Services Agreement is consistent with their
laws, regulations, and other policies. Each public entity
has the option of executing a separate contract with
Paymentus. Public entities may add terms and
conditions required by statute, ordinances, and
regulations, to the extent that they do not conflict with the
Master Services Agreement's General Terms and
Conditions. If, when preparing such a contract, the
general terms and conditions of the public entity are
unacceptable to Paymentus, Paymentus may withdrawal
its extension of the award to that public entity. Client shall
not be held liable for any costs or damages incurred by an
Other Public Customer as a result of any award extended
to that Other Public Customer by Paymentus.
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9.1 Authorized Representative
Each party will designate an individual to act as its
representative, with the authority to transmit instructions
and receive information. The parties may from time to
time designate other individuals or change the individuals.
9.2 Notices
All notices of any type hereunder will be in writing and sent
to the addresses indicated on the signature page, and
except as otherwise provided in these Terms and
Conditions will be given by certified mail or a national
courier or by hand delivery.
Notices will be considered to have been given or received
on the date the notice is physically received. Any party by
giving notice in the manner set forth herein may
unilaterally change the name of the person to whom
notice is to be given or the address at which the notice is
to be received.
9.3 Interpretation
It is the intent of the parties that no portion of the
Agreement will be interpreted more harshly against either
of the parties as the drafter.
9.4 Governing Law
Should any dispute arise between the parties as a result
of the breach, interpretation, or performance of this
Agreement, venue shall be placed in the state or federal
courts in Franklin County, Washington, the laws of the
State of Washington shall apply. Except for actions for
injunctive relief or specific performance, all other disputes
shall be resolved by arbitration pursuant to RCW 7.04A,
the Mandatory Rules of Arbitration (MAR), with all parties
waiving the right of a jury trial upon de nova review, with
the substantially prevailing party being awarded its
reasonable attorney fees and costs against the other as
an additional judgment.
9.5 Severability
If a word, sentence or paragraph herein is declared illegal,
unenforceable, or unconstitutional, that word, sentence or
paragraph will be severed from the Agreement, and the
Agreement will be read as if that word, sentence or
paragraph did not exist.
9.6 Attorney's Fees. Should any litigation arise
concerning the Agreement between the parties hereto, the
parties agree to bear their own costs and attorney's fees.
9.7 Confidentiality
Client will not for any purpose inconsistent with the
Agreement disclose to any third party or use any
confidential or proprietary non-public information it has
obtained during the procurement process or during the
term of the Agreement about Paymentus' business,
including the terms of the Agreement, operations,
financial condition, technology, systems, know-how,
products, services, suppliers, clients, marketing data,
plans, and models, and personnel. Paymentus will not for
any purpose inconsistent with the Agreement or its
privacy policy in effect from time to time disclose to any
third party or use any confidential User information it
receives in connection with its performance of the
services.
9.8 Intellectual Property
In order that Client may promote the Services and
Paymentus' role in providing the Services, Paymentus
grants to Client a revocable, non-exclusive, royalty -free,
license to use Paymentus' logo and other service marks
(the "Paymentus Marks") for this purpose only. Client
does not have any right, title, license or interest, express
or implied in and to any object code, software, hardware,
trademarks, service mark, trade name, formula, system,
know-how, telephone number, telephone line, domain
name, URL, copyright image, text, script (including,
without limitation, any script used by Paymentus on the
IVR or the Website) or other intellectual property right of
Paymentus ("Paymentus Intellectual Property'). All
Paymentus Marks, Paymentus Intellectual Property, and
the Platform and all rights therein (other than rights
expressly granted herein) and goodwill pertain thereto
belong exclusively to Paymentus.
9.9 Force Majeure
Paymentus will be excused from performing the Services
to the extent its performance is delayed, impaired or
rendered impossible by acts of God or other events that
are beyond Paymentus' reasonable control and without its
fault or judgment, including without limitation, natural
disasters, war, terrorist acts, riots, acts of a governmental
entity (in a sovereign or contractual capacity), fire, storms,
quarantine restrictions, floods, explosions, labor strikes,
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labor walk -outs, extra -ordinary losses utilities (including
telecommunications services), external computer
"hacker" attacks, and/or delays of common carrier.
9.10 Entire Agreement
The Agreement represents the entire agreement between
the parties with respect to its subject matter and
supersedes all prior written or oral agreements or
understandings related to its subject matter and except as
provided in the Agreement may be changed only by
agreement in writing signed by the authorized
representatives of the parties.
9.11 Counterparts
The Agreement and any amendment or other document
related to the Agreement may be executed in
counterparts, each of which will constitute an original, and
all of which will constitute one agreement. The Agreement
and any amendment or other document related to the
Agreement may be signed electronically. A photographic
or facsimile copy of the signature evidencing a party's
execution of the Agreement will be effective as an original
signature.
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Paymentus
Schedule A — Paymentus Service Fee Schedule
Paymentus Service Fee Charged to the Client will be based on the following mode:
Absorbed Fee Model
Absorbed Model
Average Bill Amount: $106.00
Paymentus Service Fee per qualified Utility Rate transactions
• Credit Debit Card
Program)
• Additional Payment Methods
• ACH/eCheck
• EPA
• Ebill
• Amex/Non-Qualified
• Swipe Device
$2.00 (Visa, MasterCard, Discover Utility Rate
$2.00 (Amazon, PayPal, PayPal Credit, Venmo)
$1.00
$0.10 per transaction
No cost
2.75% of total dollar amount
$225.00 per device
Note: Maximum Amount per Payment is $300. Multiple payments can be made.
Paymentus may apply different limits per transactions for user adoption or to mitigate risk.
Paymentus Service Fee charged to the End User will be based on the following table:
Payment Type
Paymentus Service Fee
Miscellaneous Government
2.85% for Credit, Debit Cards and ACH/eCheck
Note: Maximum Amount for Miscellaneous Government payments shall be $5,000.00
The Paymentus Service Fee shall 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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