HomeMy WebLinkAbout239-17 RESOLUTION113 West Mountain Street
Fayetteville, AR 72701
(479) 575-8323
Resolution: 239-17
File Number: 2017-0614
PAYMENTUS CORPORATION:
A RESOLUTION TO APPROVE A CONTRACT WITH PAYMENTUS CORPORATION IN THE
AMOUNT OF $5,000.00 EXPANDING THE SCOPE OF SERVICES TO ADD A FIELD DISPLAYING
CUSTOMER PAST DUE BALANCES IN THE ONLINE UTILITY BILLING SYSTEM
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF FAYETTEVILLE, ARKANSAS:
Section 1: That the City Council of the City of Fayetteville, Arkansas hereby approves a contract with
Paymentus Corporation in the amount of $5,00.00 expanding the scope of services to add a field
displaying customer past due balance in the online utility billing system.
PASSED and APPROVED on 11/21/2017
Attest:
Sondra E. Smith, City Clerk Treasurer
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Page 1 Printed on 11/27/17
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City of Fayetteville, Arkansas 113 West Mountain Street
Fayetteville, AR 72701
4 f �rj}E ;sir (479) 575-8323
Text File
File Number: 2017-0614
Agenda Date: 11/21/2017 Version: 1 Status: Passed
In Control: City Council Meeting File Type: Resolution
Agenda Number: A. 2
PAYMENTUS CORPORATION:
A RESOLUTION TO APPROVE A CONTRACT WITH PAYMENTUS CORPORATION IN THE
AMOUNT OF $5,000.00 EXPANDING THE SCOPE OF SERVICES TO ADD A FIELD DISPLAYING
CUSTOMER PAST DUE BALANCES IN THE ONLINE UTILITY BILLING SYSTEM
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF FAYETTEVILLE, ARKANSAS:
Section 1: That the City Council of the City of Fayetteville, Arkansas hereby approves a contract with
Paymentus Corporation in the amount of $5,00.00 expanding the scope of services to add a field displaying
customer past due balance in the online utility billing system.
City of Fayetteville, Arkansas Page 1 Printed on 1112712017
City of Fayetteville Staff Review Form
2017-0614
Legistar File ID
11/21/2017
City Council Meeting Date - Agenda Item Only
N/A for Non -Agenda Item
Keith Macedo 10/31/2017
Information Technology/
Chief of Staff
Submitted By Submitted Date Division / Department
Action Recommendation:
Request approval of the attached statement of work, with Paymentus Corporation, to configure the City's online
utility billing payment website to display customer account past due balances, for a one-time fee of $5,000.00.
Budget Impact:
5400.720.1840-5416.00
Water and Sewer
Account Number Fund
15019.1 15019 -Utilities Technology Improvements
Project Number
Budgeted Item? Yes
Does item have a cost? Yes
Budget Adjustment Attached? NA
Current Budget
Funds Obligated
Current Balance
Item Cost
Budget Adjustment
Project Title
$ 52,000.00
C52,000.00
$ 5,000.00
Remaining Budget $ 47,000.00
V20140710
Previous Ordinance or Resolution # 133-15
Original Contract Number:
Comments:
Approval Date:
CITY OF
FAYETTEVILLE
ARKANSAS
CITY COUNCIL MEMO
TO: Mayor Lioneld Jordan and City Council
THRU: Don Marr, Chief of Staff
FROM: Keith Macedo, Director of Information Technology
DATE: October 31, 2017
SUBJECT: Request approval of the attached statement of work, with Paymentus Corporation,
to configure the City's online utility billing payment website to display customer
account past due balances.
RECOMMENDATION:
Request approval of the attached statement of work, with Paymentus Corporation, to configure
the City's online utility billing payment website to display customer account past due balances, for
a one-time fee of $5,000.00.
BACKGROUND:
The City has utilized Paymentus Corporation since 2002 to provide Utility Billing online payment
services via credit card, e -check, and Interactive Voice Response (IVR). The City upgraded the
legacy New World AS400 Utility Billing software to Tyler's New World ERP .Net version in June
of this year. The new version of the software included an application program interface that
allowed for additional account information to be transferred between the New World Utility Billing
software and Paymentus. City Council approved a master services agreement with Paymentus
on August 4, 2015, per resolution 133-15, to provide online payment and IVR services.
DISCUSSION:
The attached statement of work (SOW) approves Paymentus to program our Utility Billing online
payment system to include the "past due balance" on all utility accounts. The SOW details the
programming and testing of the change to ensure we accurately display the past due balance.
Recently several utility customers have contacted staff and requested that we clearly display the
past due balance on the online payment system. Staff recommends approving the addition of the
past due balance information to our utility online payment system in the amount of $5,000.00.
BUDGET/STAFF IMPACT:
Funding is available within the Utilities Technology Improvements project, within our water and
sewer fund, to pay for the past due balance programming. This is a one-time expenditure which
will not affect future operational or maintenance cost
Attachments: Staff review form, staff review memo, Paymentus statement of work, Resolution
133-15
Mailing Address:
113 W. Mountain Street www.fayetteville-ar.gov
Fayetteville, AR 72701
Paymentus
October 20, 2017
Paymentus Corporation
13024 Ballantyne Corporate Place, Suite 450
Charlotte, NC 28277
Statement of Work
To: Fayetteville AR
c/o Keith Macedo
113 West Mountain Street
Fayetteville AR 72701
Project Description: Fayetteville (AR) has requested that Paymentus develop, configure and
implement all Paymentus payment channels to reflect the Past Due balance, which is to be
included within both the CIF and Real Time API from New World platform.
Item I Detail I Fee Amount
API & CIF Update to include
"Past Due Balance"
Total Due
All Paymentus payment channels $5,000.00
shall now display a field "Past Due
Balance", which is to be passed by
CIF and API to Paymentus.
Customer Authorized Representative (Signatu
Customer Name/Title (Printed):
Date: R -Aa - I
$5,000.00
RESOLUTION NO. 133-15
A RESOLUTION TO APPROVE A TWO (2) YEAR MASTER SERVICES
AGREEMENT WITH PAYMENTUS CORPORATION TO UPGRADE THE
CITY'S ELECTRONIC UTILITY BILL PAYMENT SERVICES FOR AN
INITIAL SETUP FEE OF $15,000.00 AND AN ESTIMATED COST OF
$35,000.00 PER YEAR
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF FAYETTEVILLE,
ARKANSAS:
Section 1: That the City Council of the City of Fayetteville, Arkansas hereby approves a two (2)
year Master Services Agreement with Paymentus Corporation to upgrade the City's electronic
utility bill payment services for an initial setup fee of $15,000.00 and estimated costs of $35,000.00
per year based on the service fee schedule attached as Schedule A to the Agreement.
PASSED and APPROVED this 4' day of August, 2015.
APPROVED:A ATTEST:
By:
Mayor
SONDRA E. SMITH, City Clerk Treasurer
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City of Fayetteville, Arkansas
i
"= Text File
File Number: 2015-0338
Agenda Date: 8/4/2015 Version: 1
In Control: City Council Meeting
Agenda Number: A. 8
PAYMENTUS AGREEMENT
113 West Mountain Street
Fayetteville, AR 72701
(479)575-8323
Status: Agenda Ready
File Type: Resolution
A RESOLUTION TO APPROVE A TWO (2) YEAR MASTER SERVICES AGREEMENT WITH
PAYMENTUS CORPORATION TO UPGRADE THE CITY'S ELECTRONIC UTILITY BILL
PAYMENT SERVICES FOR AN INITIAL SETUP FEE OF $15,000.00 AND AN ESTIMATED
COST OF $35,000.00 PER YEAR
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF FAYETTEVILLE,
ARKANSAS:
Section 1: That the City Council of the City of Fayetteville, Arkansas hereby approves a two (2) year
Master Services Agreement with Paymentus Corporation to upgrade the City's electronic utility bill
payment services for an initial setup fee of $15,000.00 and estimated costs of $35,000.00 per year based
on the service fee schedule attached as Schedule A to the Agreement.
City of Fayetteville, Arkansas Page 1 Printed on 713012015
Cheryl Partain
Submitted By
City of Fayetteville Staff Review Form
20150338
legistar File ID
8/4/2015
City Council Meeting Date - Agenda Item Only
N/A for Non -Agenda Item
7/20/2015 Billing & Collections /
_ Finance & Internal Services Department
Submitted Date Division / Department
Action Recommendation:
The Fayetteville City Administration recommends approval of a two (2) year service agreement to upgrade our
current Paymentus onsite Utility Billing internet and interactive voice recognition (IVR) system to Paymentus'
hosted solution and credit card payment processing and approval of payment to Paymentus of $15,000.00 for a
time set up fee.
Budget Impact:
5400.1840.5314.00 /
Water/Sewer
5400.1810.5320.02
Account Number
Fund
Business Office Technology Improvements /
13016.1 / XXXXX
Credit Card Service Charges
Project Number
Project Title
Budgeted Item? Yes
Current Budget
$ 45,000.00
Funds Obligated
$ -
Current Balance
$ 45,000,00
Does item have a cost? Yes
Item Cost
$ 15,000.00
Budget Adjustment Attached? No
Budget Adjustment
$ -
Remaining Budget
S 30,000-00
V20140710
Previous Ordinance or Resolution #
Original Contract Number:
Approval Date:
Comments:
CITY OF
FayT. NSAS
MEETING OF AUGUST 4, 2015
TO: Mayor Jordan and City Council
THRU: Don Marr, Chief of Staff
Paul Becker, Chief Financial Officer
CITY COUNCIL AGENDA MEMO
FROM: Cheryl Partain, Utilities Financial Services Manager
DATE: July 20, 2015
SUBJECT: Resolution approving a service agreement with Paymentus to upgrade our
existing Utility Billing online and Interactive Voice Response (IVR) payment system.
RECOMMENDATION:
The Fayetteville City Administration recommends approval of a two (2) year service agreement
to upgrade our current Paymentus onsite Utility Billing internet and phone interactive voice
recognition (IVR) system to Paymentus' hosted solution. The City has utilized Paymentus since
2002 to provide Utility Billing online payment services via credit card, e -check, and IVR.
BACKGROUND:
Due to the age of our current Paymentus equipment, and recent changes with Payment Card
Industry (PCI) requirements, staff recommends upgrading to Paymentus latest solution to
improve our Utility Billing online payment security and functionality. In addition to improved
security Paymentus' new solution also provides a mobile device friendly interface that will
improve customers' ability to make Utility Billing payments from a mobile device. Staff is
recommending approval of this is an extension to our existing agreement with Paymentus
software and state purchasing laws do not require us to competitively bid software upgrades.
DISCUSSION:
We have utilized Paymentus, formerly called Teleworks, as our Utility Billing internet and IVR
payment processor since the inception of the City accepting online payments in in 2002. Since
2002 we have utilized Paymentus onsite solution, which consists of server and related hardware
installed at the City of Fayetteville. The system was upgraded in 2007, at a cost of $18,300.00,
in order to keep up with changing technology. Paymentus no longer offers an onsite solution
and now provides a hosted solution where all hardware is located at their datacenter. As part of
Paymentus' new solution, they will also serve as our payment processor, which will simplify our
online payment reconciliation process. The city will no longer be charged future upgrade fees,
all processing costs and future upgrade fees are included within Paymentus transaction based
fee structure.
BUDGETISTAFF IMPACT:
Water/Sewer budget will absorb additional credit cardle-check processing fees for the
remainder of 2015. Total additional credit card fees for the upgrade will have a yearly
water/sewer operational budget impact of approximately $50,000.00, based on 121,000 annual
transactions. The City will no longer pay an annual server maintenance fee of $14,750.00,
Mailing Address:
113 W. Mountain Street www.fayetteville-ar.gov
Fayetteville, AR 72701
which is budgeted in the general fund. Total budget impact for the City will be approximately
$35,000.00 per year. The additional fees will be requested in the future operational budget
process. As part of the upgrade from an onsite to a hosted solution Paymentus is charging the
city a onetime $15,000.00 setup fee which will be paid out of the Business Office Technology
Improvement project.
ATTACHMENTS:
Staff Review Form
Service Agreement
Purchase Order Request
City Fayetteville - Purchase Order Request(PO)
Requisition o.:
DaW
of
712012015
(Not a Purchase Order)
P.O Number.
All PO Requests shall be scanned to the Purchasing a=mall: Purchasing@hyettavillear.gov.
Purchase shell not be made until an actual PO has been Issued.
Vendor 25803
Vendor
Paymentus Corporation
Mall r Yes r No
LegistarM
#.
Name:
2015-0338
FOB Point:
axa e
Address: 13024 Ballantyne Corp. Place Suite 450
r- Yes W No
Expected Delivery Dale:
zip Code:Ship
[o code:
Quotas Attached
City: Charlotte
Slate: NC
28277
Fa
r Yes r- No
Requester's Employee#:
Extension:
Requester. Cheryl Parteln
2648
8224
Item
Description
Quanlityl
Unit of Issue
Unit Cost
Extended Cost
Account Number
Project Sub#
Inventory #
Fixed Asset #
Intael aaWp rea releLed to tits Initial ee [up and
1
parsonallzatlan of Web Page for Web and NR
1
FA
15,000.00
$15,000.00
5400.1840.5314.00
13016.1
Interlaces for Utility Web Payments.
2
$0.00
3
$0.00
4
$0.00
5
$0.00
6
$0.00
7
$0.00
g
$0.00
g
$0.00
10
$0.00
ShlppinglHandling
Lot
$0.00
Special instructions, -
;Subtotal: $15,000.00
Tax: $0.00
'Total'. 515,004.00
Approvals:
IVlayor: Department Director: Purchasing Manager:
Chief Financial Officer: Budget Director: IT Director_
Dispatch Monger. Utilities Manager: 011
MASTER SERVICES AGREEMENT
City:
City Address:
Contact for Notices to City
Estimated Yearly Bills / Invoices:
City of Fayetteville, Arkansas
113 West Mountain, Fayetteville, AR 72701
Keith Macedo
504,000
This Master Services Agreement ("Master Agreement") is entered into as of the Effective Date below, by and
between the City of Fayetteville ("City") identified above and Paymentus Corporation, a Delaware Corporation
("Paymentus").
WHEREAS Paymentus desires to provide and the City 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 City 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 W
representatives.
City:
By�
Name:
Title:
Date:
EOF, the parties have caused this Agreement to be executed by their duly authorized
Paymentus:
"'�-- By: 4
-- Name: J rrV E'prtocalis
Title: S .nior Vi . _ Presiden
Date: July 16, 2015
Master Services Agreement — Absorbed Page 1 of 7
Confidential & Proprietary 100205
Paymentus
GENERAL TERMS AND CONDITIONS
Definitions:
For the purposes of this Agreement, the
following terms and words shall have the meaning
ascribed to them, unless the context clearly
indicates otherwise.
1.1 "Agreement " or "Contract" shall refer to
this Agreement, as amended from time to time,
which shall constitute an authorization for the term of
this contract for Paymentus to be the exclusive
provider of services, stated herein, to the City
1.2 "User" shall mean the users of the City's
services
1.3 "Effective Date" shall be the last date upon
which the parties signed this Agreement. The
Agreement will not be effective against any party
until the said date
1.4 "Launch Date" shall be the date on which
City launches this service to the Users
1.5 "Payment" shall mean Users to make
payments for City's services or City's bills
1.6 "Payment Amount' shall mean the bill
amount User wants to pay to the City.
1.7 "Services" shall include the performance of
the Services outlined in section 2 of this Agreement
1.8 "Paymentus Authorized Processor" shall
mean a Paymentus authorized merchant account
provider and payment processing gateway
1.9 "Average Bill Amount" shall mean the total
amount of Payments collected through Paymentus
system in a given month divided by the number of
the Payments for the same month.
Description of Services to be performed
2.1 Scope of Services
Paymentus shall provide Users the
opportunity to make Payments by Visa, MasterCard,
Discover, E -check and other payment methods as
deemed necessary by Paymentus. Payments may
be made by Interactive Telephone Voice Response
Master Services Agreement — Absorbed
Confidential & Proprietary
System ("IVR") or secure Internet interface provided
at the Paymentus Corporation's web site or other
websites part of Paymentus' Instant Payment
Network ("WebSites"), collectively referred to as the
("System").
2.2 Professionalism
Paymentus shall perform in a professional
manner all Services required to be performed under
this Agreement.
Compensation
3.1 No Cost Installation
Paymentus will charge an initial setup fee of
$15,000 related to the initial setup and
personalization of its standard service for both Web
and IVR interfaces.
3.2 Paymentus Service Fee
For each payment, Paymentus will charge a
Paymentus Service Fee as per Schedule A
(hereinafter called "Paymentus Service Fee").
For each payment, the Paymentus Service
Fee collected will be used to pay the corresponding
Credit Card transaction fees or transaction fees
associated with Debit Cards or eChecks (hereinafter
called "Transaction Fees") except for the return
items (eCheck returns or Credit/Debit Card
chargebacks).
A schedule of Paymentus Service Fee is
attached hereto as Schedule A. The Paymentus
Service Fee is based on the Average Bill Amount,
current payment method mix (credit vs debit vs e -
check) and on the assumption that the total number
of payments and the total Payment Amount
collected each month from the use of non -consumer
cards shall be under 5% of the total per month ("Fee
Assumptions"). City shall be billed an additional
Paymentus Service Fees based on the rate of 3.5%
of the Payment Amount for any excess amount if the
Fee Assumptions vary by more than 5%. Paymentus
can amend this schedule upon prior written notice to
the City, if such change is required due to changes
in the Visa and MasterCard regulations or changes
in Credit Card fees or changes in the Average Bill
Amount or changes in Fee Assumptions.
Page 2 of 7
100205
Paymentus
Payment Processing
4.1 Integration with City's Billing System
At no cost to City, Paymentus will develop one (1)
file format interface with City's billing system using
City's existing text file format currently used to post
payments to City's billing system. City 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 City chooses to create an automated file
integration process to download the posting file, due
to Paymentus security requirements, City will use
Paymentus specified integration process.
4.2 Explicit User Confirmation
Paymentus shall confirm the dollar amount
of all Payments and the corresponding Paymentus
Service Fee to be charged to a Card and
electronically obtain the User approval of such
charges prior to initiating Card authorizations
transaction. Paymentus will provide User with
electronic confirmation of all transactions.
4.3 Merchant Account
Paymentus will arrange for the City to have
a merchant account with the Paymentus Authorized
Processor for processing and settlement of the
credit card transactions.
4.4 Card Authorization
For authorization purposes, Paymentus will
electronically transmit all Card transactions to the
appropriate Card -processing center, in real time as
the transactions occur.
4.5 Settlement
Paymentus together with its authorized Card
processor shall forward the payment transactions
and corresponding Paymentus Service Fee to the
appropriate card organizations for settlement directly
to the City's depository bank account previously
designated by the City (hereinafter the "City Bank
Account").
Paymentus will debit the Paymentus Service Fees
from City's account on a monthly basis.
Paymentus together with Paymentus Authorized
Processor will continuously review its settlement and
direct debit processes for its simplicity and
efficiencies. City and Paymentus agree to fully co -
Master Services Agreement — Absorbed
Confidential & Proprietary
operate with each other if Paymentus were to
change its settlement and invoicing processes.
General Conditions of Services
5.1 Service Reports
Paymentus shall provide City with reports
summarizing use of the Services by Users for a
given reporting period.
5.2 User Adoption Communication by City
City will make Paymentus' Services
available to its residential and commercial Citys by
different means of City communication including a)
through bills, invoices and other notices; b) by
providing IVR and Web payment details on the City's
website including a "Pay Now" or similar link on a
mutually agreed prominent place on the web site; c)
through City's general IVR/Phone system; and d)
other channels deemed appropriate by the City.
Paymentus shall provide City with logos, graphics
and other marketing materials for City's use in its
communications with its users regarding the
Services and/or Paymentus.
Both parties agree that Paymentus will be presented
as a payment method option. City will communicate
Paymentus option to its end residential and
commercial Citys wherever City usually
communicates its other payment methods.
5.3 Independent Contractor
City and Paymentus agree and understand
that the relationship between both parties is that of
an independent contractor.
5.4 City's Responsibilities
In order for Paymentus to provide Services
outlined in this Agreement, the City shall co-operate
with Paymentus by:
(i) City will enter into all applicable merchant
Card or cash management agreements.
(ii) For the duration of this Agreement, City will
keep a bill payment link connecting to Paymentus
System at a prominent and mutually agreed location
on the City website. The phone number for the IVR
payment will also be added to the web site. City will
also add the IVR payment option as part of the City's
general phone system.
Page 3 of 7
100205
Paymentus
(iii) User Adoption marketing as described in 5.2.
(iv) Within 30 days of the merchant account
setup, City will launch the service to the Users.
(v) For the purpose of providing City a posting
file for posting to City's billing system, City will
provide the file format specification currently used to
post its payments to the billing system. City will fully
cooperate with Paymentus and provide the
information required to integrate with City's billing
system.
Governin4 Laws
This Agreement shall be governed by the
laws of the state of Arkansas and jurisdiction and
venue to resolve any disputes shall be in the Circuit
Court of Washington County, Arkansas.
Communications
7.1 Authorized Representative
Each party shall designate an individual to
act as a representative for the respective party, with
the authority to transmit instructions and receive
information. The parties may from time to time
designate other individuals or change the
individuals.
7.2 Notices
All notices of any type hereunder shall be in
writing and shall be given by Certified Mail or by a
national courier or by hand delivery to an individual
authorized to receive mail for the below listed
individuals, all to the following individuals at the
following locations:
To City
C/O: Keith Macedo
Address: 113 West Mountain, Fayetteville, AR
72701
Phone:479-575-8320
Fax: 479-718-7668
To Paymentus
C/O: President and CEO
Address: 13024 Ballantyne Corporate Place
Suite 450
Charlotte, NC 28277
Phone: 980-255-3000
Fax: 704-322-3776
Master Services Agreement — Absorbed
Confidential & Proprietary
Notices shall be declared to have been given or
received on the date the notice is physically
received.. Any party hereto 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.
7.3 Interpretation
It is the intent of the parties that no portion of
this Agreement shall be interpreted more harshly
against either of the parties as the drafter.
7.4 Amendment of Agreement
Modifications or changes in this Agreement
must be in writing and executed by the parties
bound to this Agreement.
7.5 Severability
If a word, sentence or paragraph herein
shall be declared illegal, unenforceable, or
unconstitutional, the said word, sentence or
paragraph shall be severed from this Agreement,
and this Agreement shall be read as if said word,
sentence or paragraph did not exist.
7.6 Attorney's Fees
Should any litigation arise concerning this
Agreement between the parties hereto, the parties
agree that Arkansas law shall determine whether
attorney's fees should be awarded to either party..
7.7 Confidentiality
With the exception of information required to
be disclosed pursuant to the Arkansas Freedom of
Information Act:
(i) City will not disclose to any third party or
use for any purpose inconsistent with this
Agreement any confidential or proprietary non-public
information it obtains during the term of this
Agreement about Paymentus' business, operations,
financial condition, technology, systems, know-how,
products, services, suppliers, City's, marketing data,
plans, and models, and personnel.
(ii) Paymentus will not disclose to any third
party or use for any purpose inconsistent with this
Agreement any confidential User information it
receives in connection with its performance of the
services.
Page 4 of 7
100205
Paymentus agrees and understands that
this Agreement and documents submitted to the City
or Paymentus pursuant hereto or prepared while
performing City contractual work are subject to the
Arkansas Freedom of Information Act. If a Freedom
of Information Act request is presented to the City or
or Paymentus requesting such documents,
Paymentus will do everything possible to provide the
documents in a prompt and timely manner as
prescribed in the Arkansas Freedom of Information
Act (A.C.A. §25-19-101 et seq.). Only legally
authorized photocopying costs may be assessed for
this compliance.
7.8 Intellectual Property
In order that the City may promote the
Services and Paymentus' role in providing the
Services, Paymentus grants to City a revocable,
non-exclusive, royalty -free, license to use
Paymentus' logo and other service marks (the
"Paymentus Marks") for such purpose only. City
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 System and all rights therein (other than
rights expressly granted herein) and goodwill pertain
thereto belong exclusively to Paymentus.
7.9 Force Majeure
Paymentus will be excused from performing
the Services as contemplated by this Agreement 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, labor
walk -outs, extra -ordinary losses utilities (including
telecommunications services), external computer
"hacker" attacks, and/or delays of common carrier,
except that Paymentus shall always be responsible
for remitting to the City any funds belonging to the
City that Paymentus has received through the use of
its services.
Master Services Agreement — Absorbed
Confidential & Proprietary
7.10 Time of the Essence
Paymentus and City acknowledge and
agree that time is of the essence for the completion
of the Services to be performed and each parties
respective obligations under this Agreement.
Indemnification
8.1 Paymentus Indemnification and Hold
Harmless
Paymentus agrees to the fullest extent
permitted by law, to indemnify and hold harmless the
City and its governing officials, agents, employees,
and attorneys (collectively, the "City Indemnitees")
from and against all liabilities, demands, losses,
damages, costs or expenses (including reasonable
attorney's fees and costs), incurred by any City
Indemnitee as a result or arising out of (i) the willful
misconduct or negligence of Paymentus in
performing the Services or (ii) a material breach by
Paymentus of its covenants.
8.2 Warranty Disclaimer
Except as expressly set forth in this
Agreement, Paymentus disclaims all other
representations or warranties, express or implied,
made to the City 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
this Agreement.
8.3 Limitation of Liability
Notwithstanding the foregoing, the parties
agree that neither party shall be liable to the other
for any lost profits, lost savings or other special,
indirect or consequential damages, even if the party
has been advised of or could have foreseen the
possibility of such damages. Paymentus' total
liability for damages for any and all actions
associated with this Agreement or the Services shall
in no event exceed the specific dollar amount of the
Paymentus Service Fee paid to Paymentus for the
particular payment transaction which is the subject
matter of the claim of damage. The preceding
limitation shall not apply to the Payment Amount
collected through this service.
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Paymentus
Term and Termination
9.1 Term
The term of this Agreement shall commence on the
effective date of this Agreement and continue for a
period of 2 (two) years ("Initial Term") from the
Launch Date. Services under this Agreement shall
begin within 30 days of the merchant account setup.
At the end of the Initial Term, this Agreement will
automatically renew for successive three (3) year
periods unless either City or Paymentus provide the
other party with not less than 1 (one) month prior
written notice before such automatic renewal date
that such party elects not to automatically renew the
term of this Agreement.
Master Services Agreement— Absorbed
Confidential & Proprietary
9.2 Material Breach
A material breach of this Agreement shall be cured
within 90 (ninety) days ("Cure Period") after a
party notifies the other of such breach. In the event,
such material breach has not been cured within the
Cure Period, the non -breaching party can terminate
this Agreement by providing the other party with a
30 (thirty) days notice.
9.3 Upon Termination
Upon termination of this 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 shall cease all Services
being provided hereunder unless otherwise directed
by the City in writing.
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Paymentus
Schedule A — Paymentus Service Fee Schedule
Paymentus Service Fee charged to the City will be based on the following model:
Absorbed Fee Model
D Absorbed Model
I Average Bill Amount: $ 66.00
%j Paymentus Service Fee per qualified utility rate transaction
• Credit/Debit Card $ 1.41 (Visa, MasterCard , Discover utility Program
Rate)
• ACH/ eCheck $ 1.00
Note: Maximum Amount per Payment is $500.00. Multiple payments can be made.
One Time Set up Fee of $15,000.00.
Chargebacks will be billed at $9,95 per chargeback.
Outbound notifications include 40,000 outbound calls and 40,000 text / email messages annually; additional
usage is invoiced at $0.12 per call and $0.05 per text/email.
Paymentus may apply different limits per transactions for user adoption or to mitigate risks only upon written
approval by the City.
Master Services Agreement — Absorbed Page 7 of 7
Confidential & Proprietary 100205