HomeMy WebLinkAboutContract 52288 CITY SECRETARY
CONTRACT
MASTER SERVICES AGREEMENT BETWEEN
THE CITY OF FORT WORTH AND PAYMENTUS
This Master Services Agreement ("Agreement") is made and entered into by and between
the City of Fort Worth (the "City"), a home rule municipal corporation, acting by and through
Jesus Chapa, its duly authorized Assistant City Manager, and Paymentus Corporation located at
13024 Ballantyne Corporate Place, Suite 450, Charlotte,NC 28277 ("Contractor"), acting by and
through its authorized representative. For purposes of this Agreement, the term Contractor shall
include Contractor, its authorized representatives, officers, employees, and instructors who
provide services on Contractor's behalf. The term City shall include its authorized representatives,
officers, employees, and directors. In this Agreement, City and Contractor may be referred to
collectively as "Parties" and each individually as "Party."
RECITALS
City and Contractor agree that the following statements are true and correct and constitute the
basis on which they have entered into this Agreement.
WHEREAS, in 2015, following a competitive sealed proposals process, the City of North
Richland Hills,Texas entered into an agreement with Contractor to an enhanced payment processing
solution, that agreement being the Master Services Agreement between the City of North
Richland Hills,Texas and Paymentus Corporation authorized on August 11,2015 and attached hereto
as Exhibit "A" (the "NRH Contract"); this Agreement and the NRH Contract are referred to herein
as the"Contract Documents"; and
WHEREAS,under the terms of the NRH Contract,Contractor agreed to extend its prices and
services to entities that have a purchasing inter-local cooperation agreement with the City of North
Richland Hills, Texas and
WHEREAS, since 2015, North Richland Hills and Paymentus have been parties to a
purchasing inter-local operation agreement; and
WHEREAS, City and Contractor wish to enter into an agreement for Contractor to provide
City with an enhanced payment processing solution and other specified services, subject and in
accordance with the NRH Contract, as modified herein by the Parties to tailor the arrangement to the
City's specific needs and goals.
NOW,THEREFORE,for and in consideration of the premises outlines above and the mutual
covenants contained herein, City and Contractor do hereby agree as follows:
AGREEMENT
1. Contract Document Priority. If any provisions of the attached NRH Contract,
conflict with the terms herein, are prohibited by applicable law, conflict with any applicable rule,
regulation or ordinance of City,the terms in this Agreement shall control.
0
REr'�`0 19 f7FFICIAL RECORD
CITY SECRETARY
Master Services Agreement age b
2. Scope of Services. Contractor hereby agrees, with good faith and due diligence, to
provide City with the services defined and described herein and in the NRH Contract,subject to such
modifications as are made and agreed to in this Agreement.
3. Modifications to NRH Contract. To the extent teams are defined in this Agreement
are assigned a different meaning than in the NRH Contract, the definitions assigned herein shall
govern, notwithstanding any language in the NRH Contract to the contrary. In construing and
applying the NRH Contract to the transaction between Contractor and the City, all such terms,
including, but not limited to, "City", "Consignee", and "Contractor" shall be read and interpreted in
accordance with the definitions assigned in this Agreement.
4. NRH Contract Section Replacements. Schedule A. of the NRH Contract is hereby
deleted and replaced in its entirety with the Schedule A attached hereto.
S. NRH Contract Section Deletions. The following sections of the NRH Contract are
hereby deleted:None.
6. NRH Contract Additions.The attached Exhibit`B"Professional Services Agreement
is hereby added as a new Exhibit"A"to the NRH Contract. If any provisions of the attached NRH
Contract, conflict with the terms of the attached Exhibit "B"Professional Services Agreement, the
terms in this Exhibit"B"Professional Services Agreement shall control.
7. Signature Authority. The person signing this Agreement hereby warrants that he or
she has the legal authority to execute this Agreement on behalf of his or her respective party, and that
such binding authority has been granted by proper order,resolution,ordinance,or other authorization
of the entity. The other party is fully entitled to rely on this warranty and representation in entering
into this Agreement.
8. Entirety of Agreement. This written instrument (together with all attachments,
exhibits, schedules, and appendices) constitutes the entire understanding between the parties
concerning the work and services to be performed hereunder,and any prior or contemporaneous,oral,
or written agreement that purports to vary from the terms hereof shall be void.
9. Amendment. Notwithstanding anything in any Contract Documents to the contrary,
this Agreement and the other Contract Documents may only be amended via written instrument
signed by both parties and dates after the execution date of this Agrecment, provided, however that
the Parties agree that any applicable changes in local, state, or federal laws,rules, or regulations that
may occur during the term of this Agreement shall be automatically incorporated into this Agreement
without written amendment hereto and shall become a part hereof as of the effective date of the law,
rule, or regulation.
[Signature Page Follows]
Master Services Agreement Page 2 of 4
IN WITNESS WHEREOF,the parties hereto have executed this Agreement in multiples
on this,the. 11_;0` day of_ Mau , 2019.
CITY: J
City of Fort Worth Contract Compliance Manager:
By signing I acknowledge that I am the
person responsible for the monitoring and
-� administration of this contract, including
By: ensuring all performance and reporting
Name: Je us Chapa requirements.
Title: Assistant City Manager
Date: <��''
By:
Approval Recommended: Name: William Bailey
Title: Acting Sr. IT Manager
/ Water Department
By: [��� Approved as to Form and Legality:
Name: Chris Harder
Title: Director, Water Department
Attest: By:
C'
Name: X11A. Stron
..�;., Title: Assistant City Attorney
RT
By
: Wontract Authorization:
Name: Mary Kayse &C: C.- a$g1� 10 l I$
Title: City Secretary
''0 faits. �t g- at�o81
CONTRACTOR: S
Paymentus Corporation
By:
Name:. Je ortocalis
Title: Senic Vice President
Date: April 10, 2019
Master Services Agreement Page 3 of 4
Schedule A—Paymentus Service Fee Schedule
1. Paymentus will charge no fees related to the initial setup and personalization of its service.
2. Paymentus Service Fee charged to the Client will be based on the following model:
Absorbed Fee Model
• Absorbed Model
• Average Bill Amount: $120.00
• Paymentus Service Fee per transaction:
Credit/Debit Card one-time and recurring $1.53 'visa, MasterCard, Discover
Utility Program Rate
Credit/Debit Card one-time and recurring 2.65%Non-utility,Non-qualified
ACH/eCheck one-time and recurring $0.40
Includes 10 card swipe devices $0,.00 ($250.00 each additional)
• Maximum Amount per Payment is $500. Multiple payments can be made.
• Paymentus may apply different limits per transactions for user adoption or to mitigate
risks.
• eChecks may be used for just one-time payments if the agency chooses to remain with
the current recurring solution for eChecks as they have today
3. City will be invoiced at the end of the month. Payment terms are Net 30.
Master Services Agreement T Page 4 of 4
EXHIBIT A
NORTH RICHLAND HILLS CONTRACT
Paymentus
MASTER SERVICES AGREEMENT
Client: North Richland Hills, Texas
Client Address: 7301 N E Loop 820, North Richland Hills, TX 76180
Contact for Notices to Client: Bob Weakley
Estimated Yearly Bills/Invoices: 348,000
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, i
municipalities, insurance and other businesses. t
i
NOW,THEREFORE, in consideration of the mutual covenants hereinafter set forth, the receipt and sufficienc\\y 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: ayment
Name: 1 u rz`'� tJ(� �1 ( Name;
Title: As,�,J-- ( a',4 /�r'��i Qr�y' Title: _ V
Date: _ T�t��_ pate:
Approved as to form and legality:
--Attorney
Master Services Agreement—Absorbed Page 1 of 7
Confidential&Proprietary 100205
Paymentus
GENERAL TERMS AND CONDITIONS
1 Definitions: System ("IVR") or secure Internet interface provided
at the Paymentus Corporation's web site or other
For the purposes of this Agreement, the websites part of Paymentus' Instant Payment
following terms and words shall have the meaning Network ("WebSites"), collectively referred to as the
ascribed to them, unless the context clearly ("System"),
indicates otherwise.
2.2 Professionalism
1.1 "Agreement " or "Contract" shall refer to
this Agreement, as amended from time to time, Paymentus shall perform in a professional
which shall constitute an authorization for the term of manner all Services required to be performed under
this contract for Paymentus to be the exclusive this Agreement.
provider of services, stated herein, to the Client
3 Compensation
1.2 "User" shall mean the users of the Client's
services 3.1 No Cost Installation
i
1.3 "Effective Date" shall be the last date upon Paymentus will charge no fees related to the
which the parties signed this Agreement, The initial setup and personalization of its standard
Agreement will not be effective against any party service for both Web and IVR interfaces.
until the said date
3.2 Paymentus Service Fee i
1.4 "Launch Date" shall be the date on which
Client launches this service to the Users For each payment, Paymentus will charge a
Paymentus Service Fee as per Schedule A
1.5 "Payment" shall mean Users to make (hereinafter called"Paymentus Service Fee").
payments for Client's services or Client's bills
1.6 "Payment Amount" shall mean the bill For each payment, the Paymentus Service
amount User wants to pay to the Client. Fee collected will be used to pay the corresponding
Credit Card transaction fees or transaction fees
1.7 "Services" shall include the performance of associated with Debit Cards or eChecks (hereinafter ;
called "Transaction Fees") except for the return
the Services outlined in section 2 of this Agreement
items (eCheck returns or Credit/Debit Card
char ebacks
1.8 "Paymentus Authorized Processor" shall g )"
mean a Paymentus authorized merchant account
provider and payment processing gateway A schedule of Paymentus Service Fee is
attached hereto as Schedule A.The Paymentus
1,9 "Average Bill Amount"shall mean the total Service Fee is based on the Average Bill Amount,
amount of Payments collected through Paymentus current payment method mix(credit vs debit vs e-
system in a given month divided by the number of check) and on the assumption that the total number
the Payments for the same month. 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
2 Description of Services to be performed Assumptions"). Client shall be billed an additional
Paymentus Service Fees based on the rate of 3.5%
2.1 Scope of Services of the Payment Amount for any excess amount if the
Fee Assumptions vary by more than 5/o. Paymentus
Paymentus shall provide Users the can amend this schedule upon prior written notice to
opportunity to make Payments by Visa, MasterCard, the Client, if such change is required due to changes
Discover, E-check and other payment methods as in the Visa and MasterCard regulations or changes
deemed necessary by Paymentus. Payments may in Credit Card fees or changes in the Average Bill
be made by interactive Telephone Voice Response Amount or changes in Fee Assumptions,
Master Services Agreement—Absorbed Page 2 of 7
Confidential&Proprietary 100205
Paymentus
operate with each other if Paymentus were to
4 Payment Processing change its settlement and invoicing processes.
4.1 Integration with Client's Billing System
5 GenerAl Conditions of Services
At no cost to Client, Paymentus will develop one (1)
file format interface with Client's billing system using 5.1 Service Reports
Client's existing text file format currently used to post
payments to Client's billing system. Client will be Paymentus shall provide Client with reports
responsible to provide Paymentus with the one file summarizing use of the Services by Users for a
format specification and will fully cooperate with given reporting period.
Paymentus during the development of the said 1
interface. If Client chooses to create an automated 5.2 User Adoption Communication by Client i
file integration process to download the posting file,
due to Paymentus security requirements, Client will Client will make Paymentus' Services
use Paymentus specified integration process. available to its residential and commercial Clients by
different means of Client communication including a)
4.2 Explicit User Confirmation through bills, nvoices and other notices; b) by
providing IVR and Web payment details on the
Paymentus shall confirm the dollar amount Client's website including a"Pay Now"or similar link
of all Payments and the corresponding Paymentus on a mutually agreed prominent place on the web
Service Fee to be charged to a Card and site; c) through Client's general IVR/Phone system;
electronically obtain the User approval of such and d) other channels deemed appropriate by the
charges prior to initiating Card authorizations Client.
transaction. Paymentus will provide User with
electronic confirmation of all transactions. Paymentus shale provide Client with logos, graphics
and other markating materials for Client's use in its
4.3 Merchant Account communications with its users regarding the
Services and/or Paymentus.
Paymentus will arrange for the Client to
have a merchant account with the Paymentus Both parties agree that Paymentus will be presented
Authorized Processor for processing and settlement as a payment method option, Client will
of the credit card transactions. communicate Paymentus option to its end
residential and commercial Clients wherever Client
4.4 Card Authorization usually communicates its other payment methods.
For authorization purposes, Paymentus will 5.3 Independent Contractor
electronically transmit all Card transactions to the
appropriate Card-processing center, in real time as Client and Paymentus agree and
the transactions occur. understand that the relationship between both
parties is that of an independent contractor.
4.5 Settlement
5.4 Client's Responsibilities
Paymentus together with its authorized Card
processor shall forward the payment transactions In order for Paymentus to provide Services
and corresponding Paymentus Service Fee to the outlined in this Agreement, the Client shail co-
appropriate card organizations for settlement directly operate with Paymentus by:
to the Client's depository bank account previously
designated by the Client (hereinafter the "Client (i) Client will enter into all applicable merchant
Bank Account"). Card or cash management agreements.
Paymentus will debit the Paymentus Service Fees (h) For the duration of this Agreement, Client will
from Client's account on a daily basis. keep a bill payment link connecting to Paymentus
Paymentus together with Paymentus Authorized System at a prominent and mutually agreed location
Processor will continuously review its settlement and on the Client website.The phone number for the IVR
direct debit processes for its simplicity and payment will also be added to the web site. Client
efficiencies. Client and Paymentus agree to fully co-
Master Services Agreement—Absorbed Page 3 of 7
Confidential&Proprietary 100205
Paymentus
will also add the IVR payment option as part of the Notices shall be declared to have been given or
Client's general phone system, received on the date the notice is physically received
if given by hand delivery, or if notices given by US
(III) User Adoption marketing as described in 5.2. Mail, then notice shall be deemed to have been
given upon on date said notice was deposited in the
(iv) Within 30 days of the merchant account mail addressed in the manner set forth above. Any
setup, Client will launch the service to the Users, party hereto by giving notice in the manner set forth
herein may unilaterally change the name of the
(v) For the purpose of providing Client a posting person to whom notice Is to be given or the address
file for posting to Client's billing system, Client will at which the notice is to be received,
provide the file format specification currently used to
post its payments to the billing system. Client will 7.3 Interpretation
fully cooperate with Paymentus and provide the
information required to integrate with Client's billing It is the intent of the parties that no portion of
system. this Agreement shall be interpreted more harshly
against either of the parties as the drafter.
6 Governing Laws 7.4 Amendment of Agreement
This Agreement shall be governed by the Modifications or changes in this Agreement
laws of the state of Delaware. must be in writing and executed by the parties
bound to this Agreement. i
7 Communications _ !7.5 Severablllty M
7.1 Authorized Representative
If a word, sentence or paragraph herein
Each party shall designate an individual to shall be declared illegal, unenforceable, or
act as a representative for the respective party, with unconstitutional, the said word, sentence or
the authority to transmit Instructions and receive paragraph shall be severed from this Agreement,
information. The parties may from time to time and this Agreement shall be read as if said word,
designate other individuals or change the sentence or paragraph did not exist.
individuals.
7.6 Attorney's Fees
7.2 Notices
Should any litigation arise concerning this
All notices of any type hereunder shall be in Agreement between the parties hereto, the parties
writing and shall be given by Certified Mail or by a agree to bear their own costs and allorney's fees.
national courier or by hand delivery to an individual
authorized to receive mail for the below listed 7.7 Confidentiality
individuals, all to the following individuals at the
following locations: Client will not disclose to any third party or
use for any purpose inconsistent with this
To Ciient Agreement any confidential or proprietary non-public
C/O: Bob Weakley information it obtains during the term of this
Address: 7301 N F Loop 820, North Richland Hills, Agreement about Paymentus' business, operations,
TX 76180 financial condition, technology, systems, no-how,
Phone: 817-427-6233 products, services, suppliers, Clients, marketing
Fax: data, plans, and models, and personnel, Paymentus
will not disclose to any third party or use for any
To Paymentus purpose inconsistent with this Agreement any
CIO: President and CEO confidential User information it receives in
Address: 13024 Baliantyne Corporate Place connection with its performance of the services.
Suite 450
Charlotte, NC 28277
Phone: 980-255-3000
Fax:704-322-3776
Master Services Agreement—Absorbed Page 4 of 7
Confidential&Proprietary 100205
Paymentus
7.8 Intellectual Property attorney's fees and costs), incurred by any Client
Indemnitee as a result or arising out of (i) the willful
In order that the Client may promote the misconduct or negligence of Paymentus in
Services and Paymentus' role in providing the performing the Services or (11) a material breach by
Services, Paymentus grants to Client a revocable, Paymentus of its covenants,
non-exclusive, royalty-free, license to use
Paymentus' logo and other service marks (the 8.2 Client Indemnification and Hold Harmless
"Paymentus Marks") for such purpose only. Client
does not have any right, title, license or interest, Client agrees to the fullest extent permitted
express or implied in and to any object code, by law, to indemnify and hold harmless Paymentus, j
software, hardware, trademarks, service mark, trade its affiliates, officers, directors, stockholders, agents,
name, formula, system, know-how, telephone employees, and representatives, (collectively, the
number, telephone line, domain name, URL, "Paymentus Irdemnitees") from and against all
copyright image, text, script (including, without liabilities, demands, losses, damages, costs or
limitation, any script used by Paymentus on the IVR expenses (including without limitation reasonable
or the WebSite) or other intellectual property right of attorney's fees and expenses) incurred by any
Paymentus ("Paymentus Intellectual Property"). All Paymentus Indemnitee as a result or arising out of
Paymentus Marks, Paymentus Intellectual Property, (i) the willful misconduct or negligence of Client
and the System and all rights therein (other than related to the :7ervices or (ii) a material breach of
rights expressly granted herein) and goodwill pertain Client's covenants.
thereto belong exclusively to Paymentus.
8.3 Warranty Disclaimer
7.9 Force Majeure
Except as expressly set forth in this
Paymentus will be excused from performing Agreement, Paymentus disclaims all other
the Services as contemplated by this Agreement to representations or warranties, express or implied,
the extent its performance is delayed, impaired or made to the Client or any other person, including
rendered impossible by acts of God or other events without limitation, any warranties regarding quality,
that are beyond Paymentus' reasonable control and suitability, merchantability, fitness, for a particular
without its fault or judgment, including without purpose or otherwise of any services or any good
limitation, natural disasters, war, terrorist acts, riots, provided incidental to the Services provided under
acts of a governmental entity (in a sovereign or this Agreement.
contractual capacity), fire, storms, quarantine
restrictions, floods, explosions, labor strikes, labor 8.4 Limitation of Liability
walk-outs, extra-ordinary losses utilities (including
telecommunications services), external computer Notwithstanding the foregoing, the parties
"hacker"attacks, and/or delays of common carrier. agree that neither party shall be liable to the other
for any lost profits, lost savings or other special,
7.10 Time of the Essence indirect or consequential damages, even if the party
has been advised of or could have foreseen the
Paymentus and Client acknowledge and possibility of such damages. Paymentus' total
agree that time is of the essence for the completion liability for damages for any and all actions
of the Services to be performed and each parties associated with this Agreement or the Services shall
respective obligations under this Agreement, 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
8 Indemnification matter of the claim of damage.
8.1 Paymentus Indemnification and Hold
Harmless
Paymentus agrees to the fullest extent
permitted by law,to indemnify and hold harmless the
Client and Its governing officials, agents, employees,
and attorneys (collectively, the "Client Indemnitees")
from and against all liabilities, demands, losses,
damages, costs or expenses (including reasonable
Master Services Agreement--Absorbed Page 5 of 7
Confidential&Proprietary 100205
Paymentus
9 Term and Termination 9.2 Material Breach
9.1 Term A material breach of this Agreement shall be cured
within 90(ninety)days ("Cure Period")after a
The term of this Agreement shall commence on the party notifies the other of such breach. In the event,
effective date of this Agreement and continue for a such material breach has not been cured within the
period of 5 (five) years ("Initial Term") from the Cure Period, the non-breaching party can terminate
Launch Date. Services under this Agreement shall this Agreement by providing the other party with a
begin within 30 days of the merchant account setup. 30(thirty)days notice.
At the end of the Initial Term, this Agreement will 9.3 Upon Termination
automatically renew for successive three (3) year
periods unless either Client or Paymentus provide
the other party with not less than 6 (six) months prior Upon termination of this Agreement, the parties
written notice before such automatic renewal date agree to cooperate with one another to ensure that
that such party elects not to automatically renew the all Payments are accounted for and all refundable
term of this Agreement. transactions have been completed. Upon
termination, Paymentus shall cease all Services
being provided hereunder unless otherwise directed
by the Client in writing.
1
Master Services Agreement—Absorbed Page 6 of 7
Confidential&Proprietary 100205
Paymentus
Schedule A— Paymentus Service Fee Schedule
Paymentus Service Fee charged to the Client will be based on the following model:
Absorbed Fee Model
❑ Absorbed Model
❑ Paymentus Service Fee per qualified utility rate transaction
• Credit/Debit Card Full Pass through of Interchange and Assessments
plus 0.1376% (13.75 basis points)and$0.01 per transaction (Visa, MasterCard , 1
Discover,American Express) i
i
• ACH/eCheck $0.60 per transaction
I
• Utilities IVR and Web Solution Set Up Fee $46,580
• Buildings IVR and Web Solution Set Up Fee $46,580
I
• Outbound Notifications Module Fee Waived l
• Remote Installation and Training Fee Waived
• Annual Hosting Fees $24,550
Note: Chargebacks are to be billed at$9.95. Monthly account fee is$0.00.
Paymentus may apply different limits per transactions for user adoption or to mitigate risks.
Payment terms: 100%of set-up fee and first year's subscription due upon contract signing/PO
Includes 1,000 outbound calls and 1,000 emall/text messages monthly;additional messages are billed at$0.15
per phone call,$0.15 per text/SMS message, and $0.05 per email message.
The web services API from SunGard must be accessible to our hosted platform through the internet. North
Richland Hills is responsible for acquiring the API from SunGard.
Utilities and Building IVR and Web applications will be available in English and Spanish.
Utility Billing web will provide the capability for customers to request/discontinue services.
Master Services Agreement—Absorbed Page 7 of 7
Confidential&Proprietary 100205
City Secretary Contract No.
FORT WO �
PROFESSIONAL SERVICES AGREEMENT
(Information Technology)
This PROFESSIONAL SERVICES AGREEMENT("Agreement")is made and entered into by and
between the CITY OF FORT WORTH(the"City"or"Client"),a home-rule municipal corporation situated
in portions of Tarrant,Denton,Johnson and Wise Counties,Texas,acting by and through its duly authorized
Assistant City Manager,and PAYMENTUS CORPORATION("Consultant"),a Delaware Corporation,and
acting by and through Jerry Portocalis its duly authorized Senior Vice President. City and Consultant are
each individually referred to herein as a "party" and collectively referred to as the "parties." The term
"Consultant" shall include the Consultant, its officers, agents, employees, representatives, contractors or
subcontractors.The term"City"shall include its officers,employees,agents,and representatives.
CONTRACT DOCUMENTS:
The Contract documents shall include the following:
1. This for Professional Services Agreement;
2. Exhibit A—Statement Of Work Plus Any Amendments To The Statement Of Work;
3. Exhibit B—Payment Schedule;
4. Exhibit C—Milestone Acceptance Form;
5. Exhibit D—Network Access Agreement;and
6. Exhibit E—Signature Verification Form
All Exhibits attached hereto are incorporated herein and made a part of I Isis Agreement for all purposes.In
the event of any conflict between the documents, the terms and conditions of this Professional Services
Agreement shall control.
The term"Consultant"or"Contractor"shall include the Consultant or Contractor, and its officers, agents,
employees,representatives,servants, contractors or subcontractors.
The term"City"shall include its officers,employees, agents, and representatives.
1. Scope of Services. Consultant hereby agrees,with good faith and due diligence,to provide
the City with an electronic payment solution, replacing the Transaction Manager in the Central Square
Billing System. Specifically, Consultant will perform all duties outlined and described in the Statement Of
Work,which is attached hereto as Exhibit"A"and incorporated herein for all purposes,and further referred
to herein as the "Services." Consultant shall perform the Services in ,accordance with standards in the
industry for the same or similar services. In addition, Consultant shall perform the Services in accordance
with all applicable federal,state,and local laws,rules,and regulations.If there is any conflict between this
Agreement and Exhibit A,the terms and conditions of this Agreement shall control.
2. Term. This Agreement shall commence upon approval (`Effective Date") and shall not
Professional Services Agreement-Technology
Rev.9/2017
Page 1 of 20
City Secretary Contract No.
expire unless terminated in accordance with the provisions of this Agreement or otherwise extended by the
parties. This Agreement shall auto-renew for four renewals at the City's option, each a "Renewal Term."
The City shall provide Consultant with written notice of its intent to renew at least thirty(30)days prior to
the end of each term.
3. Compensation. The City shall pay Consultant an amount in accordance with the provisions
of this Agreement and Exhibit `B," Payment Schedule, which is attached hereto and incorporated herein
for all purposes. Consultant shall not perform any additional services for the City not specified by this
Agreement unless the City requests and approves in writing the additional costs for such services.The City
shall not be liable for any additional expenses of Consultant not specified by this Agreement unless the City
first approves such expenses in writing.City agrees to pay all invoices of Consultant within thirty(30)days
of receipt of such invoice.Consultant may charge interest on late payments not to exceed one percent(1%).
4. Termination.
4.1. Convenience. Either the City or Consultant may terminate this Agreement at any
time and for any reason by providing the other party with 30 days written notice of termination.
4.2. Breach. If either party commits a material breach of this Agreement, the non-
breaching Party must give written notice to the breaching party that describes the breach in
reasonable detail. The breaching party must cure the breach ten(10)calendar days after receipt of
notice from the non-breaching party,or other time frame as agreed to by the parties.If the breaching
party fails to cure the breach within the stated period of time, the non-breaching party may, in its
sole discretion, and without prejudice to any other right under this Agreement, law, or equity,
immediately terminate this Agreement by giving written notice to the breaching party.
4.3. Fiscal Funding Out.In the event no funds or insufficient funds are appropriated by
the City in any fiscal period for any payments due hereunder, the City will notify Consultant of
such occurrence and this Agreement shall terminate on the last day of the fiscal period for which
appropriations were received without penalty or expense to the City of any kind whatsoever,except
as to the portions of the payments herein agreed upon for which funds have been appropriated,
4.4. Duties and Obligations of the Parties. In the event that this Agreement is
terminated prior to the Expiration Date,the City shall pay Consultant for services actually rendered
up to the effective datc of termination and Consultant shall continue to provide the City with
services requested by the City and in accordance with this Agreement up to the effective date of
termination. Upon termination of this Agreement for any reason, Consultant shall provide the City
with copies of all completed or partially completed documents prepared under this Agreement. In
the event Consultant has received access to City information or data as a requirement to perform
services hereunder,Consultant shall return all City provided data to the City in a machine readable
format or other format deemed acceptable to the City.
5. Disclosure of Conflicts and Confidential Information.
5.1. Disclosure of Conflicts.Consultant hereby warrants to the City that Consultant has
made full disclosure in writing of any existing or potential conflicts of interest related to
Consultant's services under this Agreement.In the event that any conflicts of interest arise after the
Effective Date of this Agreement, Consultant hereby agrees immediately to make full disclosure to
the City in writing.
Professional Services Agreement-Technology
Rev.9/2017
Page 2 of 20
City Secretary Contract No.
5.2. Confidential Information. The City acknowledges that Consultant may use
products,materials, or methodologies proprietary to Consultant.The City agrees that Consultant's
provision of services under this Agreement shall not be grounds for the City to have or obtain any
rights in such proprietary products,materials, or methodologies unless the parties have executed a
separate written agreement with respect thereto. Consultant,for itself and its officers, agents and
employees, agrees that it shall treat all information provided to it by the City("City Information")
as confidential and shall not disclose any such information to a third party without the prior written
approval of the City.
5.3. Public Information Act. City is a government entity under the laws of the State of
Texas and all documents held or maintained by City are subject to disclosure under the Texas Public
Information Act. In the event there is a request for information marked Confidential or Proprietary,
City shall promptly notify Seller. It will be the responsibility of Seller to submit reasons objecting
to disclosure.A determination on whether such reasons are sufficient will not be decided by City,
but by the Office of the Attorney General of the State of Texas or by a court of competent
jurisdiction.
5.4. Unauthorized Access. Consultant shall store and maintain City Information in a
secure manner and shall not allow unauthorized users to access,modify,delete or otherwise corrupt
City Information in any way.Consultant shall notify the City immediately if the security or integrity
of any City information has been compromised or is believed to have been compromised, in which
event,Consultant shall,in good faith,use all commercially reasonable efforts to cooperate with the
City in identifying what information has been accessed by unauthorized means and shall fully
cooperate with the City to protect such information from further unauthorized disclosure,
6. Right to Audit.
6.1. Consultant agrees that the City shall, until the expiration of three (3)years after
final payment under this Agreement, have access to and the :right to examine at reasonable times
any directly pertinent books, documents, papers and records of the Consultant involving
transactions relating to this Agreement at no additional cost to the City. Consultant agrees that the
City shall have access during normal working hours to all necessary Consultant facilities and shall
be provided adequate and appropriate work space in order to conduct audits in compliance with the
provisions of this section, The City shall give Consultant not less than 10 days written notice of
any intended audits.
6.2. Consultant further agrees to include in all its subcontractor agreements hereunder
a provision to the effect that the subcontractor agrees that the City shall, until expiration of three
(3) years after final payment of the subcontract, have access to and the right to examine at
reasonable times any directly pertinent books,documents,papers and records of such subcontractor
involving transactions related to the subcontract, and further that City shall have access during
normal working hours to all subcontractor facilities and shall be provided adequate and appropriate
work space in order to conduct audits in compliance with the provisions of this paragraph. City
shall give subcontractor not less than 10 days written notice of any intended audits.
7. Independent Contractor. It is expressly understood and agreed that Consultant shall operate
as an independent contractor as to all rights and privileges granted herein,and not as agent,representative
or employee of the City, Subject to and in accordance with the conditions and provisions of this Agreement,
Consultant shall have the exclusive right to control the details of its operations and activities and be solely
responsible for the acts and omissions of its officers, agents, servants, employees, contractors and
Professional Services Agreement-Technology
Rev.9/2017
Page 3 of 20
City Secretary Contract No.
subcontractors. Consultant acknowledges that the doctrine of respondeat superior shall not apply as
between the City, its officers, agents, servants and employees, and Consultant, its officers, agents,
employees,servants,contractors and subcontractors. Consultant further agrees that nothing herein shall be
construed as the creation of a partnership or joint enterprise between City and Consultant. It is further
understood that the City shall in no way be considered a Co-employer or a Joint employer of Consultant or
any officers, agents, servants, employees or subcontractors of Consultant. Neither Consultant, nor any
officers, agents, servants, employees or subcontractors of Consultant shall be entitled to any employment
benefits from the City. Consultant shall be responsible and liable for any and all payment and reporting of
taxes on behalf of itself, and any of its officers,agents, servants, employees or subcontractors.
8. LIABILITY AND INDEMNIFICATION.
8.1. LIABILITY - CONSULTANT SHALL BE LIABLE AND RESPONSIBLE
FOR ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL
INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR
CHARACTER,WHETHER REAL OR ASSERTED,TO THE EXTENT CAUSED BY THE
NEGLIGENT ACT(S) OR OMISSION(S), MALFEASANCE OR INTENTIONAL
MISCONDUCT OF CONSULTANT, ITS OFFICERS, AGENTS, SERVANTS OR
EMPLOYEES.
8.2. INDEMNIFICATION - CONSULTANT HEREBY COVENANTS AND
AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND THE CITY, ITS
OFFICERS,AGENTS,SERVANTS AND EMPLOYEES,FROM AND AGAINST ANY AND
ALL CLAIMS OR LAWSUITS OF ANY KIND OR CHARACTER,WHETHER REAL OR
ASSERTED, FOR EITHER PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED
DAMAGE OR LOSS TO CONSULTANT'S BUSINESS, AND ANY RESULTING LOST
PROFITS) PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS,
AND DAMAGES FOR CLAIMS OF INTELLECTUAL PROPERTY INFRINGEMENT,
ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT,TO THE EXTENT
CAUSED BY THE ACTS OR OMISSIONS OF CONSULTANT,ITS OFFICERS,AGENTS,
SUBCONTRACTORS,SERVANTS OR EMPLOYEES.
8.3. INTELLECTUAL PROPERTY INFRINGEMENT.
8.3.1. The Consultant warrants that all Deliverables, or any part thereof,
furnished hereunder, including but not limited to: programs, documentation,
software,analyses,applications,methods,ways,and processes(in this Section 8C each
individually referred to as a "Deliverable" and collectively as the"Deliverables,")do
not infringe upon or violate any patent,copyrights,trademarks,service marks,trade
secrets,or any intellectual property rights or other third party proprietary rights, in
the performance of services under this Agreement.
8.3.2. Consultant shall be liable and responsible for any and all claims made
against the City for infringement of any patent,copyright,trademark,service mark,
trade secret, or other intellectual property rights by the use of or supplying of any
Deliverable(s)in the course of performance or completion of,or in any way connected
with providing the services, or the City's continued use of the Deliverable(s)
hereunder.
8.3.3. Consultant agrees to indemnify, defend, settle, or pay, at its own cost
Professional Services Agreement-Technology
Rev.9/2017
Page 4 of 20
City Secretary Contract No. _
and expense,including the payment of attorney's fees,any claim or action against the
City for infringement of any patent, copyright, trade mark, service mark, trade
secret, or other intellectual property right arising from City's use of the
Deliverable(s), or any part thereof, in accordance with this Agreement, it being
understood that this agreement to indemnify, defend,settle or pay shall not apply if
the City modifies or misuses the Deliverable(s).So long as Consultant bears the cost
and expense of payment for claims or actions against the City pursuant to this section
8, Consultant shall have the right to conduct the defense of any such claim or action
and all negotiations for its settlement or compromise and to settle or compromise any
such claim; however,City shall have the right to fully participate in any and all such
settlement, negotiations, or lawsuit as necessary to protect the City's interest, and
City agrees to cooperate with Consultant in doing so. In the event City,for whatever
reason,assumes the responsibility for payment of casts and expenses for any claim or
action brought against the City for infringement arising under this Agreement, the
City shall have the sole right to conduct the defense of any such claim or action and
all negotiations for its settlement or compromise and to settle or compromise any such
claim; however, Consultant shall fully participate and cooperate with the City in
defense of such claim or action. City agrees to give Consultant timely written notice
of any such claim or action,with copies of all papers City may receive relating thereto.
Notwithstanding the foregoing,the City's assumption of payment of costs or expenses
shall not eliminate Consultant's duty to indemnify the City under this Agreement.If
the Deliverable(s), or any part thereof,is held to infringe and the use thereof is
enjoined or restrained or, if as a result of a settlement or compromise, such use is
materially adversely restricted,Consultant shall,at its own expense and as City's sole
remedy,either: (a)procure for City the right to continue to use the Deliverable(s); or
(b) modify the Deliverable(s) to make them/it non-infringing, provided that such
modification does not materially adversely affect City's authorized use of the
Deliverable(s);or(c)replace the Deliverable(s)with equally suitable,compatible,and
functionally equivalent non-infringing Deliverable((s)at no additional charge to City;
or (d) if none of the foregoing alternatives is reasonably available to Consultant,
terminate this Agreement, and refund all amounts paid to Consultant by the City,
subsequent to which termination City may seek any and all remedies available to City
under law. CONSULTANT'S OBLIGATIONS HEREUNDER SHALL BE SECURED
BY THE REQUISITE INSURANCE COVERAGE AND AMOUNTS SET FORTH IN
SECTION 10 OF THIS AGREEMENT.
9. Assignment and Subcontracting.
9.1. Consultant shall not assign or subcontract any of its duties, obligations or rights
under this Agreement without the prior written consent of the City.If the City grants consent to an
assignment,the assignee shall execute a written agreement with the City and the Consultant under
which the assignee agrees to be bound by the duties and obligations of Consultant under this
Agreement. The Consultant and assignee shall be jointly liable for all obligations under this
Agreement prior to the assignment. If the City grants consent to a subcontract,the subcontractor
shall execute a written agreement with the Consultant referencing this Agreement under which the
subcontractor shall agree to be bound by the duties and obligations of the Consultant under this
Agreement as such duties and obligations may apply.The Consultant shall provide the City with a
fully executed copy of any such subcontract.
9.2. MBE Goal-Delete if N/A-In accordance with City of Fort Worth Ordinance No.
Professional Services Agreement-Technology
Rev.9/2017
Page 5 of 20
City Secretary Contract No.
20020-12-2011, the City has goals for the participation of Minority Business Enterprises and
Women Business Enterprises (M/WBE) in City contracts. Consultant acknowledges the M/WBE
goal established for this contract at insert % of goal and its commitment to meet that goal. Any
misrepresentation of facts (other than a negligent misrepresentation) and/or the commission of
fraud by Consultant may result in the termination of this agreement and debarment from
participating in city contracts for a period of time of not less than three(3)years.
10. Insurance.
10.1. The Consultant shall carry the following insurance coverage with a company that
is licensed to do business in Texas or otherwise approved by the City:
10.1.1. Commercial General Liability:
10.1.1.1. Combined limit of not less than $2,000,000 per
occurrence; $4,000,000 aggregate;or
10.1.1.2. Combined limit of not less than $1,000,000 per
occurrence; $2,000,000 aggregate and Umbrella Coverage in the amount of
$4,000,000. Umbrella policy shall contain a follow-form provision and shall
include coverage for personal and advertising injury.
10.1.1.3. Defense costs shall be outside the limits of liability.
10.1.2. Automobile Liability Insurance covering any vehicle used in providing
services under this Agreement, including owned, non-owned, or hired vehicles, with a
combined limit of not less than $1,000,000 per occurrence.
10.1.3. Professional Liability (Errors & Omissions) in the amount of$1,000,000
per claim and$1,000,000 aggregate limit.
10.1.4. Statutory Workers' Compensation and Employers' Liability Insurance
requirements per the amount required by statute.
10.1.5. Technology Liability(Errors&Omissions)
10.1.5.1. Combined limit of not less than $2,000,000 per
occurrence; $4million aggregate or
10.1.5.2. Combined limit of not less than $1,000,000 per
occurrence; $2,000,000 aggregate and Umbrella Coverage in the amount of
$4,000,000. Umbrella policy shall contain a follow-form provision and shall
include coverage for personal and advertising injury. The umbrella policy shall
cover amounts for any claims not covered by the primary Technology Liability
policy. Defense costs shall be outside the limits of liability.
10.1.5.3. Coverage shall include, but not be limited to, the
following:
10.1.5.3.1. Failure to prevent unauthorized access;
Professional Services Agreement-Technology
Rev.9/2017
Page 6 of 20
City Secretaiy Contract No.
10.1.5.3.2. Unauthorized disclosure of information;
10.1.5.3.3. Implantation of malicious code or computer
virus;
10.1.5.3.4. Fraud, Dishonest or Intentional Acts with final
adjudication language;
10.1.5.3.5. Intellectual Property Infringement coverage,
specifically including coverage for intellectual property infringement
claims and for indemnification and legal defense of any claims of
intellectual property infringement, including infringement of patent,
copyright, trade mark or trade secret, brought against the City for use of
Deliverables, Software or Services provided by Consultant under this
Agreement;
10.1.5.3.6. Technology coverage may be provided through
an endorsement to the Commercial General Liability (CGL) policy, a
separate policy specific to Technology E&O, or an umbrella policy that
picks up coverage after primary coverage is exhausted, Either is
acceptable if coverage meets all other requirements. Technology coverage
shall be written to indicate that legal costs and fees are considered outside
of the policy limits and shall not erode limits of liability. Any deductible
will be the sole responsibility of the Consultant and may not exceed
$50,000 without the written approval of the City. Coverage shall be
claims-made, with a retroactive or prior acts date that is on or before the
effective date of this Agreement. Coverage shall be maintained for the
duration of the contractual agreement and for two (2) years following
completion of services provided. An annual certificate of insurance, or a
full copy of the policy if requested, shall be submitted to the City to
evidence coverage; and
10.1.5.3.7. Any other insurance as reasonably requested by
City.
10.2. General Insurance Requirements:
10.2.1. All applicable policies shall name the City as an additional insured
thereon, as its interests may appear. The term City shall include its employees, officers,
officials, agents, and volunteers in respect to the contracted services.
10.2.2. The workers' compensation policy shall include a Waiver of Subrogation
(Right of Recovery) in favor of the City of Fort Worth,.
10.2.3. A minimum of Thirty (30) days' notice of cancellation or reduction in
limits of coverage shall be provided to the City. Ten(10) days' notice shall be acceptable
in the event of non-payment of premium. Notice shall be sent to the Risk Manager, City
of Fort Worth, 1000 Throckmorton, Fort Worth, Texas 76102, with copies to the City
Attorney at the same address.
Professional Services Agreement-Technology
Rev.9/2017
Page 7 of 20
City Secretary Contract No.
10.2.4. The insurers for all policies must be licensed and/or approved to do
business in the State of Texas, All insurers must have a minimum rating of A-VE in the
current A.M. Best Key Rating Guide,or have reasonably equivalent financial strength and
solvency to the satisfaction of Risk Management. If the rating is below that required,
written approval of Risk Management is required.
10.2.5. Any failure on the part of the City to request required insurance
documentation shall not constitute a waiver of the insurance requirement.
10.2.6. Certificates of Insurance evidencing that the Consultant has obtained all
required insurance shall be delivered to and approved by the City's Risk Management
Division prior to execution of this Agreement.
11. Compliance with Laws, Ordinances,Rules and Regulations. Consultant agrees to comply
with all applicable federal, state and local laws, ordinances, rules and regulations. If the City notifies
Consultant of any violation of such laws, ordinances, rules or regulations, Consultant shall immediately
desist from and correct the violation.
12. Non-Discrimination Covenant. Consultant,for itself, its personal representatives,assigns,
subcontractors and successors in interest,as part of the consideration herein,agrees that in the performance
of Consultant's duties and obligations hereunder, it shall not discriminate in the treatment or employment
of any individual or group of individuals on any basis prohibited by law. If any claim arises from an alleged
violation of this non-discrimination covenant by Consultant, its personal representatives, assigns,
subcontractors or successors in interest, Consultant agrees to assume such liability and to indemnify and
defend the City and hold the City harmless from such claim.
13. Notices. Notices required pursuant to the provisions of this Agreement shall be
conclusively determined to have been delivered when (1) hand-delivered to the other party, its agents,
employees, servants or representatives, (2) delivered by facsimile with electronic confirmation of the
transmission, or(3) received by the other party by United States Mail, registered, return receipt requested,
addressed as follows:
TO THE CITY: TO CONSULTANT:
City of Fort Worth Paymentus Corporation
Attn:Assistant City Manager Attn: .Terry Portocalis
200 Texas Street 13024 Ballantyne Corporate Place, Suite 450
Fort Worth TX 76102 Charlotte,NC 28277
With Copy to the City Attorney
at same address
14. Solicitation of Employees. Neither the City nor Consultant shall, during the term of this
Agreement and additionally for a period of one year after its termination,solicit for employment or employ,
whether as employee or independent contractor, any person who is or has been employed by the other
during the term of this Agreement,without the prior written consent of the person's employer.This provision
shall not apply to an employee who responds to a general solicitation or advertisement of employment by
Professional Services Agreement-Technology
Rev.9/2017
Page 8 of 20
City Secretary Contract No.
either party.
15. Governmental Powers. It is understood and agreed that by execution of this Agreement,
the City does not waive or surrender any of its governmental powers.
16. No Waiver. The failure of the City or Consultant to insist upon the performance of any
term or provision of this Agreement or to exercise any right granted herein shall not constitute a waiver of
the City's or Consultant's respective right to insist upon appropriate performance or to assert any such right
on any future occasion.
17. Governing Law and Venue. This Agreement shall be construed in accordance with the laws
of the State of Texas. If any action, whether real or asserted, at law or in equity, is brought on the basis of
this Agreement,venue for such action shall lie in state courts located in Tarrant County,Texas or the United
States District Court for the Northern District of Texas, Fort Worth Division.
18. Severability. If any provision of this Agreement is held to be invalid, illegal or
unenforceable,the validity, legality and enforceability of the remaining provisions shall not in any way be
affected or impaired.
19. Force Majeure. The City and Consultant shall exercise their best efforts to meet their
respective duties and obligations as set forth in this Agreement, but shall not be held liable for any delay or
omission in performance due to force majeure or other causes beyond their reasonable control (force
majeure), including, but not limited to,compliance with any government law,ordinance or regulation, acts
of God, acts of the public enemy, fires, strikes, lockouts, natural disasters, wars, riots, material or labor
restrictions by any governmental authority,transportation problems and/or any other similar causes.
20. Headings Not Controlling. Headings and titles used in this Agreement are for reference
purposes only and shall not be deemed a part of this Agreement.
21. Review of Counsel. The parties acknowledge that each party and its counsel have reviewed
this Agreement and that the normal rules of construction to the effect that any ambiguities are to be resolved
against the drafting party shall not be employed in the interpretation of this Agreement or exhibits hereto.
22. Amendments. No amendment of this Agreement shall be binding upon a party hereto
unless such amendment is set forth in a written instrument, and duly executed by an authorized
representative of each party.
23. Entirety of Agreement. This Agreement, including any exhibits attached hereto and any
documents incorporated herein by reference,contains the entire understanding and agreement between the
City and Consultant,their assigns and successors in interest, as to the matters contained herein.Any prior
or contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict with
any provision of this Agreement.
24. Counterparts. This Agreement may be executed in one or more counterparts and each
counterpart shall,for all purposes,be deemed an original,but all such counterparts shall together constitute
one and the same instrument.An executed Agreement,modification,amendment,or separate signature page
shall constitute a duplicate if it is transmitted through electronic means,such as fax or e-mail, and reflects
the signing of the document by any party. Duplicates are valid and binding even if an original paper
document bearing each parry's original signature is not delivered,
Professional Services Agreement-Technology
Rev.9/2017
Page 9 of 20
City Secretary Contract No.
25. Warranty of Services. Consultant warrants that its services will be of a professional quality
and conform to generally prevailing industry standards. City must give written notice of any breach of this
warranty within thirty(30)days from the date that the services are completed. In such event,at Consultant's
option, Consultant shall either (a) use commercially reasonable efforts to re-perform the services in a
manner that conforms with the warranty, or (b) refund the fees paid by the City to Consultant for the
nonconforming services.
26. Milestone Acceptance. Consultant shall verify the quality of each deliverable before
submitting it to the City for review and approval. The City will review all deliverables to determine their
acceptability and signify acceptance by execution of the Milestone Acceptance Form, which is attached
hereto as Exhibit"C."If the City rejects the submission, it will notify the Consultant in writing as soon as
the determination is made listing the specific reasons for rejection.The Consultant shall have ten(10)days
to correct any deficiencies and resubmit the corrected deliverable. Payment to the Consultant shall not be
authorized unless the City accepts the deliverable in writing in the form attached. The City's acceptance
will not be unreasonably withheld.
27. Network Access.
27.1. City Network Access.If Consultant, and/or any of its employees, officers, agents,
servants or subcontractors(for purposes of this section"Consultant Personnel"),requires access to
the City's computer network in order to provide the services herein, Consultant shall execute and
comply with the Network Access Agreement which is attached hereto as Exhibit "D" and
incorporated herein for all purposes.
27.2. Federal Law Enforcement Database Access. If Consultant, or any Consultant
Personnel,requires access to any federal law enforcement database or any federal criminal history
record information system, including but not limited to Fingerprint Identification Records System
("FIRS"),Interstate Identification Index System("III System"),National Crime Information Center
("NCIC") er National Fingerprint File ("NFF"), or Texas Law Enforcement Telecommunications
Systems ("TLETS"), that is governed by and/or defined in Title 28, Code of Federal Regulations
Part 20 ("CFR Part 20"), for the purpose of providing services for the administration of criminal
justice as defined therein on behalf of the City or the Fort Worth Police Department, under this
Agreement, Consultant shall comply with the Criminal Justice Information Services Security
Policy and CFR Part 20, as amended, and shall separately execute the Federal Bureau of
Investigation Criminal Justice Information Services Security Addendum. No changes,
modifications, alterations,or amendments shall be made to the Security Addendum.The document
must be executed as is, and as approved by the Texas Department of Public Safety and the United
States Attorney General,
28. Immigration Nationality Act. The City of Fort Worth actively supports the Immigration&
Nationality Act (INA) which includes provisions addressing employment eligibility, employment
verification, and nondiscrimination. Consultant shall verify the identity and employment eligibility of all
employees who perform work under this Agreement. Consultant shall complete the Employment Eligibility
Verification Forn (I-9), maintain photocopies of all supporting employment eligibility and identity
documentation for all employees,and upon request,provide City with copies of all I-9 forms and supporting
eligibility documentation for each employee who performs work under this Agreement. Consultant shall
establish appropriatc procedures and controls so that no services will be performed by any employee who
is not legally eligible to perform such services. Consultant shall provide City with a certification letter that
it has complied with the verification requirements required by this Agreement. Consultant shall indemnify
City from any penalties or liabilities due to violations of this provision. City shall have the right to
Professional Services Agreement-Technology
Rev.9/2017
Page 10 of20
City Secretary Contract No.
immediately terminate this Agreement for violations of this provision by Consultant.
29. Informal Dispute Resolution. Except in the event of termination pursuant to Section 4.2, if
either City or Consultant has a claim,dispute,or other matter in question for breach of duty,obligations,services
rendered or any warranty that arises under this Agreement,the parties shall first attempt to resolve the matter
through this dispute resolution process. The disputing party shall notify the other party in writing as soon as
practicable after discovering the claim, dispute,or breach. The notice shall state the nature of the dispute and
list the parry's specific reasons for such dispute. Within ten(10)business days of receipt of the notice, both
parties shall commence the resolution process and make a good faith effort,either through email,mail,phone
conference,in person meetings,or other reasonable means to resolve any claim,dispute,breach or other matter
in question that may arise out of,or in connection with this Agreement. If the parties fail to resolve the dispute
within sixty(60)days of the date of receipt of the notice of the dispute,then the parties may submit the matter
to non-binding mediation in Tarrant County,Texas,upon written consent of authorized representatives of both
parties in accordance with the Industry Arbitration Rules of the American Arbitration Association or other
applicable rules governing mediation then in effect.The mediator shall be agreed to by the parties.Each party
shall be liable for its own expenses, including attorney's fees; however, the parties shall share equally in
the costs of the mediation. If the parties cannot resolve the dispute through mediation,then either party shall
have the right to exercise any and all remedies available under law regarding the dispute. Notwithstanding the
fact that the parties may be attempting to resolve a dispute in accordance with this informal dispute
resolution process, the parties agree to continue without delay all of their respective duties and obligations
under this Agreement not affected by the dispute. Either party may, before or during the exercise of the
informal dispute resolution process set forth herein, apply to a court having jurisdiction for a temporary
restraining order or preliminary injunction where such relief is necessary to protect its interests.
30. No Boycott of Israel. Consultant acknowledges that in accordance with Chapter 2270 of
the Texas Government Code,the City is prohibited from entering into a contract with a company for goods
or services unless the contract contains a written verification from the company that it: (1)does not boycott
Israel; and (2) will not boycott Israel during the term of the contract. The terms "boycott Israel" and
"company" shall have the meanings ascribed to those terms in Section 808.001 of the Texas Government
Code. By signing this contract, Consultant certifies that Consultant's signature provides written
verification to the City that Consultant. (1) does not boycott Israel; and(2) will not boycott Israel during
the term of the contract.
31. Reporting Requirements.
31.1. For purposes of this section,the words below shall have the following meaning:
31.1.1. Child shall mean a person under the age of 18 years of age.
31.1.2. Childpornography means an image of a child engaging in sexual conduct
or sexual performance as defined by Section 43.25 of the Texas Penal Code.
31.1.3. Computer means an electronic, magnetic, optical, electrochemical, or
other high-speed data processing device that performs logical, arithmetic, or memory
functions by the manipulations of electronic or magnetic impulses and includes all input,
output,processing,storage,or communication facilities that are connected or related to the
device.
31.1.4. Computer technician means an individual who, in the course and scope of
employment or business, installs, repairs,or otherwise services a computer for a fee. This
Professional Services Agreement-Technology
Rev.9/2017
Page 11 of 20
City Secretary Contract No.
shall include installation of software,hardware, and maintenance services.
31.2. Reporting Requirement. If Consultant meets the definition of Computer
Technician as defined herein, and while providing services pursuant to this Agreement, views an
image on a computer that is or appears to be child pornography,Consultant shall immediately report
the discovery of the image to the City and to a local or state law enforcement agency or the Cyber
Tip Line at the National Center for Missing and Exploited Children. The report must include the
name and address of the owner or person claiming a right to possession of the computer,if known,
and as permitted by law, Failure by Consultant to make the report required herein may result in
criminal and/or civil penalties.
32. Signature Authority, The person signing this agreement hereby warrants that he/she has
the legal authority to execute this agreement on behalf of the respective party, and that such binding
authority has been granted by proper order, resolution, ordinance or other authorization of the entity. This
Agreement,and any amendment(s)hereto,may be executed by any authorized representative of Consultant
whose name, title and signature is affixed on the Verification of Signature Authority Form, which is
attached hereto as Exhibit"E" and incorporate herein by reference. Each party is fully entitled to rely on
these warranties and representations in entering into this Agreement or any amendment hereto.
33. Survival of Provisions. The parties'duties and obligations pursuant to Section 4.4(Duties
and Obligations), 5 (Disclosure of Conflicts and Confidential Information), Section 6(Right to Audit), and
Section 8 (Liability and Indemnification)shall survive termination of this Agreement.
(signature page follows)
Professional Services Agreement-Technology
Rev.9/2017
Page 12 of 20
City Secretary Contract No.
Executed in multiples this the r?Jthday of M OL9 2011.
�r ,
ACCEPTED AND AGREED:
CITY:
CITY OF FORT WORTH CONTRACT COMPLIANCE MANAGER:
By signing I acknowledge that I am the person
responsible for the monitoring and administration
of this contract, including ensuring all
By: performance and reporting requirements.
Name: Jesus J. Chapa
Title: Assistant City Manager
Date: .� �4 ( By: ,., ,
Name: William Bailey
APPROVAL RECOMMENDED: Title: Acting, Sr.Water IT Manager
/ APPROVED AS TO FORM AND LEGALITY:
By: cz C ,
Name: Chris Harder
Title: Director,Water Department By:
Name: t
n . S g
ATTEST: Title: istant City Mey
CONTRACT AUTHORIZATION:
F O& V._fi M&C:
By: 0 T Date Approved: ate(g
Name: Mary K.
Title: City Se tary U. ':�0 Form 1295 Certification No.:
'_
CONSULTANT:
Paymentus Corporation ATTEST:
Name: JerrX oltocalis Name:
Title: Senii r Vice President Title: c{ Y lU �o _
Date: April 10, 2019
Professional Services Agreement-Technology
Rev.92017
Page 13 of 20
EXHIBIT A
PAYMENT PROCESSING SOLUTION STATEMENT OF WORK
Payment Processing Solution Statement of Work
Contents
1.0 Electronic Payment Solution Overview..................................... ..........................................3
2.0 Provider Services Overview...................................................... ..........................................3
2.1 Electronic Bill Presentment.............. ........................... ............................ .............3
2.2 Customer Payment Options....................................................................................3
2.3 Customer Payment Channels .................................................................................4
2.4 Business intelligence & Reporting...........................................................................4
3.0 Project Objectives/In-Scope Deliverables............................................................................ 5
3.1 Interactive Voice Response (IVR)...........................................................................5
3.2 Mobile optimized Customer Portal ..........................................................................5
3.3 Point of Sale Devices
3.4 Automatic Drat Program and Migration of Data......................................................6
3.5 Account Validation...................................................................................................6
3.6 Remittance of Payments.........................................................................................7
4.0 Professional Services...........................................................................................................7
4.1 Business Analysis and Design................................................................................7
4.2 Project Management...............................................................................................8
4.3 System Configuration and Testing..........................................................................8
4.4 End User Training and Documentation...................................................................9
4.5 Account Management.............................................................................................9
Proprietary and Confidential Page 2 of 9
Payment Processing Solution Statement of Work
1.0 Electronic Payment Solution Overview
The Provider will provide a comprehensive, full-featured, turnkey Electronic Billing and Payment (EBPP)
solution that includes eBill presentment, mobile optimized online one-time payment, mobile optimized
online customer portal, Interactive Voice Response(IVR),Short Message Service(SMS), mobile payments,
POS Devices, Agent Dashboard and an end-to-end reconciliation process.
2.0 Provider Services Overview
2.1 Electronic Bill Presentment
Provider will provide a fully integrated service for Electronic Bill Presentment from data acquisition to bill
presentment. Our user-friendly interfaces and automated consumer notification tools help to maximize
paperless adoption while also lowering the cost of collections. Options for eBill presentment include:
• Customer can choose bill reminders (text or email)
• Customer can view bill and payment history in Customer Portal
• Secure PDF eBilling
2.2 Customer Payment Options
Regardless of which channel the customer chooses, Provider offers comprehensive payment solutions
customized for Client's unique needs and integration into their core systems. This includes the following:
• Accept electronic checks and debit/credit cards
• Accepts one-time immediate payments via mobile optimized web
• Accepts one-time future-dated payments via mobile optimized web
• Accepts one-time immediate payments over IVR
• Accepts one-time future-dated payments over IVR
• Accepts one-time immediate payments over Mobile App
• Accepts one-time future-dated payments over Mobile App
• Ability for Text to Pay
• Recurring/AutoPay payment management via Customer Portal
• RecurringlAutoPay payment management via Agent Dashboard
• RecurringlAutoPay payment management via Mobile App
• CSR-enabled one-time immediate payments
• CSR-enabled future-dated payments
Proprietary and Confidential Page 3 of 9
Payment Processing Solution Statement of Work
2.3 Customer Payment Channels
Client will receive a fully unified suite of payment options ensuring that Client's customers can pay their bill
when they want and where they want. Customers are not limited to one payment channel —they can pay
online in the comfort of home, on the phone during the day, or via a mobile device or tablet. The channels
listed below will be branded for each company. They will be further described in section 3.
• Interactive Voice Response (IVR)
• Mobile optimized Customer Portal
• Mobile optimized One Time Pay web
• Mobile payment App
2.4 Business Intelligence & Reporting
The Agent Dashboard is a dynamic web-based tool that is specifically ;resigned and dedicated for Client
to support the customer. The Agent Dashboard can be easily deployec across the customer service,
collections and finance/treasury teams as access is role and permissions based. It is easily self-
administered by the Client through an intuitive and powerful online administration interface. The Agent
Dashboard provides Client's staff the ability to:
• View payments in real-time
• Accept customer payments (such as phone call payments and mailed-in-credit card payments)
• Accept payment via Secure Service
• Cancel payments in real-time (such as customer errors or reservation cancellations)
• Search for payments and payment attempts in any status
• Suspend and block payment methods
• View payments from other channels (lockbox, bank channel,walk-in, etc.)
• View and download standard reports including deposits and reconciliation reports
• Generate ad hoc reports
• File management
• Manage staff access with role based permissions
• View bills and suppress paper on customer's behalf
• Open cases/tickets and track status through completion
• Create and deliver, out bound IVR, text and email message campaigns
• Late payment reminders/disconnect notices
• Outage notification management
Proprietary and Confidential Page 4 of 9
Payment Processing Solution Statement of Work
3.0 Project Objectives/In-Scope Deliverables
Ranked the 16th largest and one of the fastest growing cities in the U.S., Fort Worth is home to more than
800000 residents.
The following are the key high-level project objectives Client expects to achieve through outsourced
payment processing solution in this SOW:
• Competitive costs
• System stability and performance
• Integration with Central Square and Selectron
• API Integration with DataProse
3.1 Interactive Voice Response (IVR)
Provider will provide a fully integrated IVR payment channel for each company with customized greetings
and prompts, payment options, and flows. Paymentus supports multiple languages on the IVR including
English and Spanish and the channel is designed to support different sets of voice prompts with different
languages. Paymentus will integrate with Client's Selectron IVR.
3.2 Mobile optimized Customer Portal
Provider will deploy company branded Customer Portals giving ultimate self-service capability for the
customers. Customers can easily and conveniently make one-time payments or enroll online into a highly
secure customer self-service portal to view bill details, due date, make a payment, schedule payments,
and view payment history.
All features can be provided in a responsive web design which includes Client's branding guidelines and
CSS or can be accessed via API and (Frame modals for Client's hosted portal.
The Customer Portal features includes the following options:
• Accounts: The accounts screen gives a high-level overview of all accounts with amount due, due
date and other details. From this screen, customers can choose either a paper bill or decide to go
paperless at any time.
• Pay My Bill: Customers can see a list of accounts and choose which account to pay.At this screen,
customers can also add a new account.
• AutoPay: Provides customer recurring payment management.
• Bill History: Customers will see a list of bills along with bill status—due, past due, paid, etc. From
this screen, customers can view the full bill or pay any of the bills.
• Payment History: The payments screen shows historical payments made on the account(s), date
payment was made, payment type and gives the option to view more detail of each payment.
• My Wallet: Customers can manage their payment types from the wallet screen. They can add new
credit cards, debit cards or ACH methods as well as edit or delete existing payment types.
Proprietary and Confidential Page 5 of 9
Payment Processing Solution Statement of Work
• My Profile: Preferences screen allows customers to manage account information such as name,
email address, phone number and change or reset passwords:
• Notification Preference Management: Customer determines how they would like to receive
payment notifications, eBills and Text to Pay
3.3 Point of Sale Devices
Paymentus will provide Client with Point of Sale devices as referenced in the Master Service Agreement.
3.4 Automatic Draft Program and Migration of Data
Client intends to transition internal Automatic Bank Draft Program to Provider. Provider agrees to
collaborate on the design and implementation of campaigns to re-enroll/convert all existing Automatic
Bank Draft customers to Paymentus. Recurring enrollment will be available online.
Migration of data will eliminate the need for users to re-enroll in AutoPay. The Providers project team will
work with Client to understand the data to migrate, which may include customer profiles, notification
preferences, AutoPay/recurring schedules, future dated payment schedules, eBill preference and
payment methods stored in a wallet. The data will be mapped accordingly and a schedule will be devised
to make sure there is no payment interruption.We can provide a file fo:mat for this data or accept raw
data files from Client sent via secure FTP site.
3.5 Account Validation
It is necessary for Provider to have a process in place for account validation on the consumer at their
point of entry into our payment channels. These can vary by company and line of business. Below is a list
of the most commonly used account validation integration options:
• Customer Information File (CIF): A CIF is a flat file sent daily with data attributes such as account
balance, past due amount, due date, name, block flags, delinquent status
• Real-time account lookup service:This serves the same purpose as the CIF but validations happen
in real time against client's backend system
• SSO into Customer Portal (registered web)—Customer logs into client's profile/My Account and is
passed with authentication data to the Customer Portal
o Typically, data passed is limited and there is still a need for real time and/or CIF file to pull
account details
• Transfer from IVR —Authenticated customer in client hosted IVR is transferred and released into
Paymentus IVR with authentication data
o Typically, data passed is limited and there is still a need for real time and/or CIF file to pull
account details
o Language and account number, maybe balance due or flags is most commonly passed data
elements
• SSO into Agent Dashboard (admin tool) — CSR launches Paymentus Agent Dashboard and is
passes user credentials and
Proprietary and Confidential Page 6 of 9
Payment Processing Solution Statement of Work
o Typically, data passed is limited and there is still a need for real time and/or CIF file to pull
account details
o CSRs login credentials, role type (for dashboard permissions) and account information of
consumer they are taking payment
Regardless of account validation integration used in each channel, best practice is for clients to provide a
regularly scheduled CIF for account validation to keep the payment system available in the case of real
time services being unavailable.
3.6 Remittance of Payments
An integration process will need to be defined for each company and channel to remit the payment upon
completion of every payment. Below is a list of the most commonly used payment posting integration
options:
• Remittance/Posting File: The use of existing formatted file or new file that allows us to
configure/build the code to create a file that can be processed at the end of each business day by
your accounting system and post payments to consumer's accounts.
• Real time posting service:This serves the same purpose as the remittance file but posts payments
to the billing system in real time (hard post or shadow post).
Regardless of remittance integration used in each channel, best practice is for clients to leverage an end
of day remittance to prevent any payments from not posting in a timely manner if the client's real time
service is unavailable for maintenance or unexpected issues.
4.0 Professional Services
The following professional services are included with this project:
• Business Analysis and Design — Evaluation of current operations to determine configuration and
customization requirements (Design Specification).
• Project Management — Professional project management from contract approval to project
acceptance.
• Configuration and Testing — Acquisition, installation, and configuration of system software
according to the design specifications.
• End User Training and Documentation — Product training and documentation for all affected end
users internal and external.
• Account Management— Post project support on day to day requests as well as strategic account
planning
4.1 Business Analysis and Design
The Provider will conduct discovery sessions with Client's subject matter experts to determine which
business processes will be affected and how the required changes can be best managed. As a result, the
Provider identifies which capabilities the solution should include, details related to design specifications,
and identify necessary product enhancement.
Proprietary and Confidential Page 7 of 9
Payment Processing Solution Statement of Work
4.2 Project Management
The Provider Project Management team is responsible for the application of project management
methodology. The Project Management team is also responsible for the following:
• Issue management, escalation and resolution
• Risk management and mitigation
• Work breakdowns, schedules and milestones
• Resource management and deployment
• Document repository and control
• Calendar of events and deadlines
• Decision support and prioritization
• Deliverable review procedures
• Customer/stakeholder relationship management
• Communication of project status to key customer stakeholders
4.3 System Configuration and Testing
The Provider configures Provider SaaS software per the approved Design Specification. System testing
of the complete, integrated production system by the Provider confirms the system's compliance with
specified requirements. User acceptance testing (UAT) and limited production pilot operations verify the
completed system satisfies its intended use and user needs. The Test Plan deliverable, which is
developed during the project planning process, provides specific plans used to organize and manage the
project's testing activities and verify the functional behavior of each SaaS component.
The following represents the typical testing cycles:
• Unit Testing - The Provider conducts testing throughout the client development cycle. As the
developer works, all source and compiled files are moved to the appropriate test machines, where
the communication between files and components can be tested, up to and including the
performance of a full system regression test. The equipment used for unit testing mimics the
landscape of the production environment.
• Internal Testing -After the unit testing is complete, all source and compiled files are moved into the
pre-production environment where rigorous system and integration testing is conducted. This
includes necessary IVR, web services, batch interfaces and transmissions.
• Multiple testers participate in the internal testing to ensure the resulting user interfaces meet our
exacting standard. Ultimately, the Quality Assurance (QA) team tests the software in this
environment to ensure all of client's user scenarios are in line. The QA group also tests the impact
on existing production class software, as well as determining the maximum load the project is
capable of handling.
• Client Testing-The project is deployed to secured servers that are made accessible to the client's
testing team. Various aspects of the project are tested with feedback on functionality, content and
adherence of the deliverables.
• Change requests will be executed through a formal process where necessary and project delivery
dates are amended until the both parties agree the project is ready for deployment to the production
environment.
Proprietary and Confidential Page 8 of 9
Payment Processing Solution Statement of Work
• Pre-Production Testing-After the client testing is complete, all source and compiled files are moved
into the pre-production environment where rigorous system, regression, load testing and integration
testing is conducted.
• Post-Production Testing -At this stage, the project is moved to the production environment,where
the functional test script(s)are executed as the final test prior to going live.We recommend at least
a one-week period of testing on the live system with actual payments prior to the release to [Client
Name]'s customer service team and the public. With successful production testing, the project is
published to the client's customer service and customers.
4.4 End User Training and Documentation
The Provider will ensure end users have the proper training, documentation, and support to perform the
primary functions of the system unassisted. Implementation support provided by the Provider and the Client
will facilitate greater acceptance of the new technologies.
Our training sessions cover the use of the Providers system — specifically the Agent Dashboard which
contains all information Clients staff need to see and manage business in real time. An agenda for each
training session is developed for each client depending on system specifics deployed. Typical training
sessions cover:
• How to make agent-assisted payments
• Understanding status reports of all payments(return, decline, failed payment, etc.)
• How to schedule payments on behalf of a customer
• Account control methods (add, suspend, block payment method)
• How to run and manage reports
• Performing accurate reconciliations
• Provider administrator tasks including how to create users and assign user rights
• How to create automated outbound communications and how to post automated messages
4.5 Account Management
Provider will assign a dedicated account management team who will work closely with Client to build a
trusted partnership that includes day to day assurance and long term strategic goals of the partnership.
Deliverables
• Share advice and best practices to help Client achieve your short-and long-term goals
• Provide recommendations for cost reduction and improved process efficiency
• Act as liaison to an extended matrix of technical resources and subject matter experts
• Provide notification of any system outages
• Review the performance of solution
• Respond to inquiries and gathering feedback for improving solution
• Introduce new features
• Propose strategies in partnership with Providers marketing to drive customer adoption/utilization
Proprietary and Confidential Page 9 of 9
City Secretary Contract No.
EXHIBIT B
PAYMENT SCHEDULE
No cost implementation:
Paymentus will charge no fees related to the initial setup and personalization of its service.
Payment transaction fee:
For each payment, Paymentus will charge a Paymentus Service Fee, detailed in Schedule A of the Master
Services Agreement.
Invoicing:
Fort Worth will be invoiced at the end of the month. Payment terms are,Net 30,
Professional Services Agreement—Technology—Exhibit B
Rev.9/2017
Page 15 of 20
City Secretary Contract No.
EXHIBIT C
MILESTONE ACCEPTANCE FORM
Services Delivered:
Milestone/Deliverable Ref.#:
Milestone/Deliverable Name:
Unit Testing Completion Date:
Milestone/Deliverable Target Completion Date:
Milestone/Deliverable Actual Completion Date:
Approval Date:
Comments(if needed):
Approved by Consultant: Approved by City Department Director:
Signature: Signature:
Printed Name: Jer P o rto c a I i s Printed Name:
Title: Senior Vice President Title:
Date: April 10, 2019 Date:
For Director Use Only
Contracted Payment Amount:
Adjustments, including
penalties:
Approved Payment Amount:
Professional Services Agreement—Technology—Exhibit C
Rev.9/2017
Page 16 of 20
City Secretary Contract No.
EXHIBIT D
NETWORK ACCESS AGREEMENT
1. The Network. The City owns and operates a computing environment and network
(collectively the "Network"). Consultant wishes to access the City's network in order to provide
description of services. In order to provide the necessary support, Consultant needs access to description
of specific Network systems to which Consultant requires access, i.e, Internet, Intranet, email, HEAT
System,etc.
2. Grant of Limited Access, Consultant is hereby granted a limited right of access to the
City's Network for the sole purpose of providing description of services. Such access is granted subject to
the terms and conditions forth in this Agreement and applicable provisions of the City's Administrative
Regulation D-7 (Electronic Communications Resource Use Policy), of which such applicable provisions
are hereby incorporated by reference and made a part of this Agreement for all purposes herein and are
available upon request.
3. Network Credentials. The City will provide Consultant with Network Credentials
consisting of user IDs and passwords unique to each individual requiring Network access on behalf of the
Contractor. Access rights will automatically expire one (1) year from the date of this Agreement. If this
access is being granted for purposes of completing services for the City pursuant to a separate contract,then
this Agreement will expire at the completion of the contracted services, or upon termination of the
contracted services,whichever occurs first. This Agreement will be associated with the Services designated
below.
3.1. Services are being provided in accordance with City Secretary Contract No.
Contract No.;
3.2. Services are being provided in accordance with City of Fort Worth Purchase Order
No. PO No.;
3.3. Services are being provided in accordance with the Agreement to which this
Access Agreement is attached.
3.4. No services are being provided pursuant to this Agreement.
4. Renewal. At the end of the first year and each year thereafter, this Agreement may be
renewed annually if the following conditions are met:
4.1. Contracted services have not been completed;
4.2. Contracted services have not been terminated; and
4.3. Within the thirty (30) days prior to the scheduled annual expiration of this
Agreement,the Consultant has provided the City with a current list of its officers,agents,servants,
employees or representatives requiring Network credentials.
Notwithstanding the scheduled contract expiration or the status of completion of services,Consultant shall
provide the City with a current list of officers,agents,servants, employees or representatives that require
Network credentials on an annual basis.Failure to adhere to this requirement may result in denial of access
to the Network and/or termination of this Agreement.
5. Network Restrictions. Contractor officers,agents,servants,employees or representatives
may not share the City-assigned user IDs and passwords, Consultant acknowledges, agrees and hereby
gives its authorization to the City to monitor Contractor's use of the: City's Network in order to ensure
Professional Services Agreement—Technology—Exhibit D
Rev.9/2017
Page 17 of 20
City Secretary Contract No.
Contractor's compliance with this Agreement. A breach by Contractor, its officers, agents, servants,
employees or representatives, of this Agreement and any other written instructions or guidelines that the
City provides to Consultant pursuant to this Agreement shall be grounds for the City immediately to deny
Consultant access to the Network and Contractor's Data, terminate the Agreement, and pursue any other
remedies that the City may have under this Agreement or at law or in equity.
5.1. Notice to Consultant Personnel — For purposes of this section, Consultant
Personnel shall include all officers, agents, servants, employees, or representatives of Contractor.
Consultant shall be responsible for specifically notifying all Consultant Personnel who will provide
services to the City under this agreement of the following City requirements and restrictions
regarding access to the City's Network:
5.1.1. Contractor shall be responsible for any City-owned equipment assigned to
Consultant Personnel, and will immediately report the loss or theft of such equipment to
the City;
5.1.2. Contractor, and/or Consultant Personnel, shall be prohibited from
connecting personally-owned computer equipment to the City's Network;
5.1.3. Contractor Personnel shall protect City-issued passwords and shall not
allow any third party to utilize their password and/or user ID to gain access to the City's
Network;
5.1.4. Contractor Personnel shall not engage in prohibited or inappropriate use
of Electronic Communications Resources as described in the City's Administrative
Regulation D7;
5.1.5. Any document created by Consultant Personnel in accordance with this
Agreement is considered the property of the City and is subject to applicable state
regulations regarding public information;
5.1.6. Contractor Personnel shall not copy or duplicate electronic information for
use on any non-City computer except as necessary to provide services pursuant to this
Agreement;
5.1.7. All network activity may be monitored for any reason deemed necessary
by the City; and
5.1.8. A Network user ID may be deactivated when the responsibilities of the
Consultant Personnel no longer require Network access
6. Termination. In addition to the other rights of termination set forth herein,the City may
terminate this Agreement at any time and for any reason with or without notice, and without penalty to the
City. Upon termination of this Agreement, Consultant agrees to remove entirely any client or
communications software provided by the City from all computing equipment used and owned by the
Contractor, its officers,agents,servants, employees and/or representatives to access the City's Network.
7. Information Security. Consultant agrees to make every reasonable effort in accordance
with accepted security practices to protect the Network credentials and access methods provided by the
City from unauthorized disclosure and use.Consultant agrees to notify the City immediately upon discovery
of a breach or threat of breach which could compromise the integrity of the City's Network, including but
not limited to, theft of Contractor-owned equipment that contains City-provided access software,
termination or resignation of officers, agents, servants, employees or representatives with access to City-
provided Network credentials, and unauthorized use or sharing of Network credentials.
(signature page follows)
Professional Services Agreement—Technology—Exhibit D
Rev.9/2017
Page 18 of 20
City Secretary Contract No.
ACCEPTED AND AGREED:
CITY.
CITY OF FORT WORTH CONTRACT COMPLIANCE MANAGER:
By signing I acknowledge that I am the person
responsible for the monitoring and administration
�— of this contract, including ensuring all
By: performance and reporting requirements.
Name: Jesus J.Chapa
Title: Assistant City Manager
Date: By:
Name: William Bailey
APPROVAL RECOMMENDED: Title: Acting,Sr. Water IT Ma ager
APPROVED AS TO FORM AND LEGALITY:
By: [-l�
Name: Chris Harder '
Title: Director,Water Department By:
Name: J .Strong
ATTEST. Title: Assistant City rney
CONTRACT AUTHORIZATION:
By: QF FoR M Approved:
v M ate A ro Il $
Name: K A .
Title: City e retary 1.295 Certification No.: a-ga�pQ$
'�..,has .
CONSULTANT:
Paymentus Corporation ATTEST:
By: By: Y
Name: Je Portocalis Name: 1Gc�c p, ►,5, _
Title: Seni 6r Vice President Title: 04*1Lj-
Date: April 10, 2p1 A
Professional Services Agreement—Technology—Exhibit n
Rev.9/2017
Page 19 of 20
City Secretary Contract No.
EXHIBIT E
VERIFICATION OF SIGNATURE AUTHORITY
Paymentus Corporation
13024 Ballantyne Corporate Place,Suite 450
Charlotte,NC 28277
Execution of this Signature Verification Form ("Form") hereby certifies that the following individuals
and/or positions have the authority to legally bind the Consultant and to execute any agreement,amendment
or change order on behalf of Consultant. Such binding authority has been granted by proper order,
resolution,ordinance or other authorization of Company.The City is fully entitled to rely on the warranty
and representation set forth in this Form in entering into any agreement or amendment with Consultant.
Consultant will submit an updated Form within ten (10) business days if there are any changes to the
signatory authority. The City is entitled to rely on any current executed Form until it receives a revised
Form that has been properly executed by the Consultant.
1. Name: Jerry Portocalis
Position: Senior Vice President
Sign ure
2. Name:
Position:
Signature
3. Name:
Position:
Signature
Name:
Signature of President/CEO
Other Title:
Date:
Profasimd Services AS ement—Technology—Exlu'bit E
Rev.92017
Page 20 of 20
4/16/2019 M&C Review
Jtt_:ai sits or 0. City of J �i,'orth, gas
CITY COUNCIL AGENDA FORTWORTII
COUNCIL ACTION: Approved on 12/11/2018
DATE: 12/11/2018 REFERENCE NO.: **C-28976 LOG NAME: 60PAYMENTUS GROUP
CODE: C TYPE: CONSENT PUBLIC HEARING: NO
SUBJECT: Authorize Execution of a Contract with Paymentus Group, Inc., (Paymentus) to Provide
an Enhanced Payment Processing Solution for the Water Department in an Estimated
Amount of$3,020,845.00 Per Year (ALL COUNCIL DISTRICTS)
RECOMMENDATION:
It is recommended that the City Council authorize execution of a contract with Paymentus Group, Inc.,
(Paymentus) to provide an enhanced payment processing solution for the Water Department using an inter-
local agreement with the City of North Richland Hills, in an estimated amount of$3,020,845.00 per year.
DISCUSSION:
In 2017, the City's utility billing system provider, Superion (now known as Central Square), announced it
would no longer support the transaction manager solution for its customers. This means that the City must
transition to another solution that could be integrated into the Central Square system. The Water
Department determined that the Paymentus transaction manager best fulfills future growth needs to provide
more state-of-the-art payment processing services for utility customers. Also, as a member of Central
Square's third-party solution provider programm, Paymentus provides trusted, compliant, seamless
integration with the current billing system.
Staff recommends execution of a contract with Paymentus to promote faster, more secure, and cost-
effective payment processing. Paymentus provides an integrated solution, which allows for more customer
engagement with a full-service mobile solution, online Quick Pay access, paperless billing, IVR-telephone
access and in-person payment processing. In addition, the full-service mobile payment solution allows the
City to gain the ability to utilize text-to-pay and offer outbound messaging via phone, text and email.
Paymentus will allow for real-time payment processing and will also streamline daily reconciliation by
eliminating end of day batch settlements, promoting timely revenue postings to the General Ledger.
Financial reporting will be simplified and will enable more efficient partnering with one vendor instead of the
five currently used.
In addition, Paymentus provides a fully-hosted reliable platform that meets all Payment Card Industry (PCI)
compliance standards to reduce, or eliminate the PCI security concerns. Paymentus will not charge any
fees related to the initial setup and personalization of its standard service for any of the billing and payment
solution interfaces.
For each payment transaction, Paymentus charges a transaction fee. The fees will be determined by two
categories which include "qualifying" bank cards and "non-qualifying" specialty pre-paid cards. The annual
cost is estimated to be $3,020,845.00.
This estimate is based on August 2018 transaction volumes with a projected 15% annual increase in credit
card usage, based on the trend experienced over the last five years. Below is a comparison of costs for
qualifying bank cards and checks fees.
Current Cost Per Transaction -
Credit Card Cost per Transaction
Check Cost per Transaction $1 02
Estimated total cost per transaction $ 41 4
http://apps.cfwnet.org/council_packet/mc_review.asp?ID=26568&councildate=l2/11/2018 1/3
4/16/2019 M&C Review
lProposed Cost per Transaction -
'Credit Card Cost Transaction $1.53
(Check Cost per Transaction $0.40
I Estimated total cost per transaction $1.43
I
INTERLOCAL PURCHASE - State Law provides that a local government purchasing an item under an
interlocal purchasing agreement satisfies state laws requiring that the local government seek competitive
bids for purchase of the item. The North Richland Hills Contract (NRH Contract) that the City is using as an
Interlocal Purchasing Agreement was competitively bid.
SUCCESSOR CONTRACTS: To facilitate planning and budgeting, staff would prefer to have annual
Agreements that align with the Fiscal Year. However, the NRH Contract is out of alignment with the City's
Fiscal Year. In order for this Agreement to align with the City's Fiscal Year, adoption of this Mayor and
Council Communication (M&C) authorizes (i) a series of Purchase Agreements, each of which will align to a
term of the NRH Contract to ensure legal authority exists for the contract, and (ii) an annual spend amount,
future years of which would be subject to City Council appropriation. In the event that the NRH Contract is
not renewed, staff would cease purchasing at the end of the last Purchase Agreement coinciding with the
valid NRH Contract. If the City Council were to not appropriate funds for a future year, staff would stop
making purchases when the last appropriation expires, regardless of whether the then-current Agreement
has expired.
ADMINISTRATIVE AMENDMENT: an administrative change order or increase may be made by the City
Manager in the amount up to $100,000.00 and does not require specific City Council approval as long as
sufficient funds have been appropriated.
M/WBE: A MBE/SBE goal is not assigned when purchasing from an approved purchasing cooperative or
public entity.
TERM: Upon City Council approval, this Agreement shall begin on December 1, 2018, and end on
November 30, 2019.
RENEWAL OPTIONS: The purchase of the Paymentus Transaction Manager and payment services under
this Agreement may be renewed in accordance with the NRH Contract which automatically renews for
successive three (3) year periods unless writen election not to renew is provided six months prior to the end
of such renewal date. This action does not require specific City Council approval provided that the City
Council has appropriated sufficient funds to satisfy the City's obligations during the renewal term.
FISCAL INFORMATION/CERTIFICATION:
The Director of Finance certifies that funds are available in the current operating budget, as appropriated, of
the Water and Sewer Fund. Prior to an expense being incurred, the Water& Sewer Department has the
responsibility to validate the availability of funds.
TO
Fund Department Account Project Program Activity Budget Reference# Amount
ID ID Year (Chartfield 2)
FROM
Fund Department Account Project Program Activity Budget Reference# Amount
ID I I ID I I Year Chartfield 2
Submitted for City I'y7anager's Office by: Jay Chapa (5804)
Originating Department Head: Chris Harder (5020)
http://apps.cfwnet.org/council_packet/mc_review.asp?ID=26568&councildate=12/11/2018 2/3
4/16/2019 M&C Review
-Addittbnal Information Contact: Charmaine Baylor (6629)
ATTACHMENTS
1295.pdf
Paymentus Group Inc.pdf
http://apps.cfwnet.org/council_packet/mc review.asp?I D=26568&councildate=12/11/2018 3/3