HomeMy WebLinkAboutContract 59412CSC No. 59412
ADDENDUM TO MASTER SERVICES AGREEMENT
BETWEEN
THE CITY OF FORT WORTH
AND
PAYMENTUS CORPORATION
This Addendum to Master Services Agreement ("Addendum") is entered into by
and between Paymentus Corporation, a Delaware Corporation with a principal place of
business at 11605 N Community House Road, Suite 300, Charlotte, North Carolina 28277
("Vendor") and the City of Fort Worth ("City"), collectively the "parties."
The Contract documents shall include the following:
1. Paymentus Master Services Agreement
2. This Addendum
Notwithstanding any language to the contrary in the attached Paymentus Master Services
Agreement (collectively referred to herein as the "Agreement"), the parties stipulate by evidence
of execution of this Addendum below by a representative of each party duly authorized to bind the
parties hereto, that the parties hereby agree that the provisions in this Addendum below shall be
applicable to the Agreement as follows:
1. Term. The Agreement shall commence on May 12, 2023 ("Effective Date") and
shall automatically renew annually until terminated by either party in accordance with the
provisions of this Agreement or otherwise extended by the parties.
2. Termination.
a. Convenience. Either City or Vendor may terminate the Agreement at any
time and for any reason by providing the other party with 90 days written notice of
termination.
b. Breach. If either party commits a material breach of the 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 sixty (60) 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 the Agreement, law, or equity, terminate the Agreement by giving thirty (30) days
prior written notice to the breaching party.
C. Fiscal Funding Out. In the event no funds or insufficient funds are
appropriated by City in any fiscal period for any payments due hereunder, City will notify
Vendor of such occurrence and the Agreement shall terminate on the last day of the fiscal
period for which appropriations were received without penalty or expense to the City of
OFFICIAL RECORD
CITY SECRETARY
Addendum FT. WORTH, TX Page 1 of 9
any kind whatsoever, except as to the portions of the payments herein agreed upon for
which funds have been appropriated.
d. Duties and Obligations of the Parties. In the event that the Agreement is
terminated prior to the Expiration Date, City shall pay Vendor for services actually
rendered up to the effective date of termination and Vendor shall continue to provide City
with services requested by City and in accordance with the Agreement up to the effective
date of termination. Upon termination of the Agreement for any reason, Vendor shall
provide City with copies of all completed or partially completed documents prepared under
the Agreement. In the event Vendor has received access to City information or data as a
requirement to perform services hereunder, Vendor shall return all City provided data to
City in a machine readable format or other format deemed acceptable to City or at Vendor's
sole option to destroy all City provided data , and not retain City's information or data in
any form or for any reason, other than in regular data back-ups, which are periodically
written -over or destroyed in accordance with the Vendor's usual Practice.
3. Attorneys' Fees, Penalties, and Liquidated Damages. To the extent the attached
Agreement requires City to pay attorneys' fees for any action contemplated or taken, or penalties
or liquidated damages in any amount, City objects to these terms and any such terms are hereby
deleted from the Agreement and shall have no force or effect.
4. Law and Venue. The Agreement and the rights and obligations of the parties hereto
shall be governed by, and construed in accordance with the laws of the United States and state of
Texas, exclusive of conflicts of laws provisions. Venue for any suit brought under the Agreement
shall be in a federal court of competent jurisdiction in Texas. To the extent the Agreement is
required to be governed by any state law other than Texas or venue other than in a federal court in
Texas, City objects to such terms and any such terms are hereby deleted from the Agreement and
shall have no force or effect.
5. Linked Terms and Conditions. If the Agreement contains a website link to terms
and conditions, the linked terms and conditions located at that website link as of the effective date
of the Agreement shall be the linked terms and conditions referred to in the Agreement. To the
extent that the linked terms and conditions conflict with any provision of either this Addendum or
the Agreement, the provisions contained within this Addendum and the Agreement shall control.
If any changes are made to the linked terms and conditions after the date of the Agreement, such
changes are hereby deleted and void. Further, if Vendor cannot clearly and sufficiently
demonstrate the exact terms and conditions as of the effective date of the Agreement, all of the
linked terms and conditions are hereby deleted and void.
6. Insurance. The City is a governmental entity under the laws of the state of Texas
and pursuant to Chapter 2259 of the Texas Government Code, entitled "Self -Insurance by
Governmental Units," is self -insured and therefore is not required to purchase insurance. To the
extent the Agreement requires City to purchase insurance, City objects to any such provision, the
parties agree that any such requirement shall be null and void and is hereby deleted from the
Agreement and shall have no force or effect. City will provide a letter of self -insured status as
requested by Vendor.
Addendum Page 2 of 9
7. Sovereign Immunity. Nothing herein constitutes a waiver of City's sovereign
immunity. To the extent the Agreement requires City to waive its rights or immunities as a
government entity; such provisions are hereby deleted and shall have no force or effect.
8. Limitation of Liability and Indemnity. Vendor agrees the exclusions or limits of
liability, as may be stated elsewhere in the Agreement, shall not apply to the City's claim or loss
arising from any of the following: (a) Vendor's breach of its data security obligations; (b) Vendor's
misuse or misappropriation of the City's intellectual property rights, (c) or any other obligations
that cannot be excluded or limited by applicable law. ("Extraordinary Claims"). Paymentus shall
be responsible for Extraordinary Claims to the extent that they are finally adjudicated to result
from Paymentus' fault, for up to four million dollars ($4,000,000) in the aggregate. To the extent
the Agreement, in any way, requires City to indemnify or hold Vendor or any third party harmless
from damages of any kind or character contrary to applicable law, City objects to these terms and
any such terms are hereby deleted from the Agreement and shall have no force or effect.
9. IP Indemnification. Vendor agrees to indemnify, defend, settle, or pay, at its own
cost 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 the Agreement, it being understood that the agreement to indemnify, defend,
settle or pay shall not apply if City modifies or misuses the Deliverable(s) or due to City's use of
the Services in combination with other IP services. So long as Vendor bears the cost and expense
of payment for claims or actions against the City pursuant to this section 8, Vendor 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 if the Settlement Agreement
requires (a) an admission of liability on behalf of the City, or (b) the payment of money by the
City, provided that the City's consent shall not be unreasonably delayed or withheld. The City's
assumption of payment of costs or expenses shall not eliminate Vendor's duty to indemnify
the City under the 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, Vendor shall be entitled to terminate the
Services, subsequent to which termination City may seek any and all remedies available to
City under law. Vendor's obligations hereunder shall be secured by the requisite insurance
coverage required by City.
10. Data Breach. Vendor further agrees that it will monitor and test its data
safeguards from time to time, and further agrees to adjust its data safeguards from time to time in
light of relevant circumstances or the results of any relevant testing or monitoring. If Vendor
becomes aware of any unauthorized access to any financial or personal identifiable information
("Personal Data") by any unauthorized person or third party, or becomes aware of any other security
breach relating to Personal Data held or stored by Vendor under the Agreement or in connection
with the performance of any Services performed under the Agreement or any Statement(s) of
Work ("Data Breach"), Vendor shall immediately notify
Addendum Page 3 of 9
City in writing and shall fully cooperate with City at Vendor's expense to stop such Data
Breach. In the event of such Data Breach, Vendor shall fully and immediately comply with
applicable laws, and shall take the appropriate steps to remedy such Data Breach. Vendor will
defend, indemnify and hold City, its Affiliates, and their respective officers, directors,
employees and agents, harmless from and against any and all claims, suits, causes of action,
liability, loss, costs and damages, including reasonable attorney fees, arising out of or relating to any
third -party claim arising from breach by Vendor of its obligations contained in this Section,
except to the extent resulting from the acts or omissions of City. All Personal Data to which
Vendor has access under the Agreement, as between Vendor and City, will remain the property
of City. City hereby consents to the use, processing and/or disclosure of Personal Data only
for the purposes described herein and to the extent such use or processing is necessary for Vendor to
carry out its duties and responsibilities under the Agreement, any applicable Statement(s) of
Work, or as required by law. Vendor will not transfer Personal Data to third parties other than
through its underlying network provider to perform its obligations under the Agreement, and/
or to the Payment Processor unless authorized in writing by City. All Personal Data delivered
to Vendor shall be stored in the United States or Canada or other jurisdictions approved by City
in writing and shall not be transferred to any other countries or jurisdictions without the prior
written consent of City.
11. No Mandatory Arbitration. To the extent the Agreement requires mandatory
arbitration to resolve conflicts, City objects to these terms and any such terms are hereby deleted
from the Agreement and shall have no force or effect.
12. Insurance. Vendor agrees to maintain the insurance coverage required in the
Agreement in favor of the City by Vendor.
13. No Debt. In compliance with Article 11 § 5 of the Texas Constitution, it is
understood and agreed that all obligations of City hereunder are subject to the availability of funds.
If such funds are not appropriated or become unavailable, City shall have the right to terminate the
Agreement except for those portions of funds which have been appropriated prior to termination.
14. Public Information. 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. To the extent the Agreement requires that City maintain records in violation of
the Act, City hereby objects to such provisions and such provisions are hereby deleted from the
Agreement and shall have no force or effect. In the event there is a request for information marked
Confidential or Proprietary, City shall promptly notify Vendor. It will be the responsibility of
Vendor 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.
15. Addendum Controlling. If any provisions of the attached Agreement, conflict with
the terms herein, are prohibited by applicable law, conflict with any applicable rule, regulation or
ordinance of City, the terms in this Addendum shall control.
16. Network Access.
Addendum Page 4 of 9
a. City Network Access. Does not apply to the scope of work defined in this
agreement.
b. Federal Law Enforcement Database Access. Does not apply to the scope of
work defined in this agreement.
17. Immigration Nationality Act. Vendor shall verify the identity and employment
eligibility of its employees who perform work under the Agreement, including completing the
Employment Eligibility Verification Form (I-9). Upon request by City, Vendor shall provide City
with copies of all I-9 forms and supporting eligibility documentation for each employee who
performs work under the Agreement. Vendor shall adhere to all Federal and State laws as well as
establish appropriate procedures and controls so that no services will be performed by any Vendor
employee who is not legally eligible to perform such services. Vendor shall indemnify City and
hold City harmless from any penalties, liabilities, or losses due to violations of this paragraph by
Vendor, Vendor's employees subcontractors, agents or licensees. City, upon written notice to
Vendor, shall have the right to immediately terminate the Agreement for violations of this
provision by Vendor.
18. No Boycott of Israel. If Vendor has fewer than 10 employees or the Agreement is
for less than $100,000, this section does not apply. Vendor acknowledges that in accordance with
Chapter 2270 of the Texas Government Code, 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 Addendum, Vendor
certifies that Vendor's signature provides written verification to City that Vendor: (1) does not
boycott Israel; and (2) will not boycott Israel during the term of the Agreement.
19. Right to Audit. Vendor agrees that City shall, until the expiration of three (3)
years after final payment under the Agreement, have access to and the right to examine any directly
pertinent books, documents, papers and records of Vendor involving transactions relating to
the Agreement. Vendor agrees that City shall have access during normal working hours to all
necessary Vendor records pertaining to the Services performed for the City in order to conduct
audits in compliance with the provisions of this section. Notwithstanding the foregoing, the City
agrees (i) City shall provide Paymentus with advance written notice of the audit, (ii) audits shall
not occur more than one time annually, (iii) and the City or its agents shall conduct the audit in a
manner that is non -disruptive to Vendor's business during reasonable business hours and (iv) in
compliance with Vendor's security policies and procedures.
20. Prohibition on Boycotting Energy Companies. Vendor acknowledges that in
accordance with Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg.,
R.S., S.B. 13, § 2, the City is prohibited from entering into a contract for goods or services that
has a value of $100,000 or more that is to be paid wholly or partly from public funds of the City
Addendum Page 5 of 9
with a company with 10 or more full-time employees unless the contract contains a written
verification from the company that it: (1) does not boycott energy companies; and (2) will not
boycott energy companies during the term of the contract. The terms "boycott energy company"
and "company" have the meaning ascribed to those terms by Chapter 2274 of the Texas
Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 13, § 2. To the extent that Chapter
2274 of the Government Code is applicable to this Agreement, by signing this Agreement, Vendor
certifies that Contractor's signature provides written verification to the City that Contractor: (1)
does not boycott energy companies; and (2) will not boycott energy companies during the term of
this Agreement.
21. Prohibition on Discrimination Against Firearm and Ammunition Industries.
Vendor acknowledges that except as otherwise provided by Chapter 2274 of the Texas
Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 19, § 1, the City is prohibited
from entering into a contract for goods or services that has a value of $100,000 or more that is to
be paid wholly or partly from public funds of the City with a company with 10 or more full-time
employees unless the contract contains a written verification from the company that it: (1) does
not have a practice, policy, guidance, or directive that discriminates against a firearm entity or
firearm trade association; and (2) will not discriminate during the term of the contract against a
firearm entity or firearm trade association. The terms "discriminate," "firearm entity" and "firearm
trade association" have the meaning ascribed to those terms by Chapter 2274 of the Texas
Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 19, § 1. To the extent that Chapter
2274 of the Government Code is applicable to this Agreement, by signing this Agreement, Vendor
certifies that Contractor's signature provides written verification to the City that Contractor: (1)
does not have a practice, policy, guidance, or directive that discriminates against a firearm entity
or firearm trade association; and (2) will not discriminate against a firearm entity or firearm trade
association during the term of this Agreement.
22. Insurance.
1.1. The Vendor shall carry the following insurance coverage with a company that is
licensed to do business in Texas or otherwise approved by the City:
1.1.1. Commercial General Liability:
1.1.1.1. Combined limit of not less than $2,000,000 per
occurrence; $4,000,000 aggregate; or
1.1.1.2. 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.
1.1.1.3. Defense costs shall be outside the limits of liability.
1.1.2. Statutory Workers' Compensation and Employers' Liability
Insurance requirements per the amount required by statute.
1.1.3. Technology Liability (Errors & Omissions)
Addendum Page 6 of 9
1.1.3.1. Combined limit of not less than $2,000,000 per
occurrence; $4million aggregate or
1.1.3.2. 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.
1.1.3.3. Coverage shall include, but not be limited to, the following:
1.1.3.3.1. Failure to prevent unauthorized access;
1.1.3.3.2. Unauthorized disclosure of information;
1.1.3.3.3. Implantation of malicious code or
virus;
computer
1.1.3.3.4.
adjudication language;
Fraud, Dishonest or Intentional Acts with final
1.1.3.3.5. 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 Vendor
under this Agreement;
1.1.3.3.6. 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 Vendor 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
1.1.3.3.7. Any other insurance as reasonably requested by
City.
1.2. General Insurance Requirements:
Addendum Page 7 of 9
1.2.1. 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.
1.2.2. The workers' compensation policy shall include a Waiver of
Subrogation (Right of Recovery) in favor of the City of Fort Worth.
1.2.3. 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.
1.2.4. 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- VII 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.
1.2.5. Any failure on the part of the City to request required
insurance documentation shall not constitute a waiver of the insurance
requirement.
1.2.6. Certificates of Insurance evidencing that the Vendor has
obtained all required insurance shall be delivered to and approved by the
City's Risk Management Division prior to execution of this Agreement.
Addendum Page 8 of 9
[Executed effective as of the date signed by the Assistant City Manager below.] / [ACCEPTED
AND AGREED:]
City:
baila �Gt��IhI (O#
By: Dana Burghdoff (Ma 15, 202.11b:18 CDT)
Name: Dana Burghdoff
Title: Assistant City Manager
Date: May 15, 2023
Vendor:
By: David Shapiro (May 14, 202316:07 EDT)
Name: David Shapiro
Title: Senior Vice President
Date: May 11, 2023
CITY OF FORT WORTH INTERNAL ROUTING PROCESS:
Approval Recommended:
By: Christopher arder (May 12, 202313:59 CDT)
Name: Christopher Harder
Title: Director, Water Department
Approved as to Form and Legality:
By:
Name: Taylor Paris
Title: Assistant City Attorney
Contract Authorization:
M&C: 23-0251
Contract Compliance Manager:
By signing I acknowledge that I am the
person responsible for the monitoring and
administration of this contract, including
ensuring all performance and reporting
requirements.
WIUIl t Eadetl
By: William Bailey (May 11, 202M5:09 CDT)
Name: William "Robb" Bailey
Title: IT Manager, Water Department
4.04U4pn��
City Secretary: p;'6 *oR7. 1
12
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oP�* 0o0 *�
A Oa4n nE°X�°�°ggod
By:
Name: Jannette S. Goodall
Title: Acting City Secretary
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Addendum Page 9 of 9
5/11/23, 11:20AM
M&C Review
CITY COUNCIL AGENDA
Create New From This M&C
DATE: 4/11/2023 REFERENCE
NO..
CODE: G TYPE:
Official site of the City of Fort Worth, Texas
FORT WORTH
**M&C 23- LOG NAME: 60PAYMENTUS UTILITY BILL
0251 PAY SERVICES
CONSENT PUBLIC NO
HEARING:
SUBJECT: (ALL) Authorize Execution of a Sole Source Agreement with Paymentus Corporation for
the Water Utility's Bill Payment Processing Services, in the Amount of $4,533,000.00
RECOMMENDATION:
It is recommended that the City Council authorize execution of a Sole Source Agreement with
Paymentus Corporation for the Water Utility's bill payment processing services, in the amount of
$4,533,000.00.
DISCUSSION:
Paymentus has provided the Water Utility with electronic bill payment services since May of 2019.
The Paymentus Transaction Manager is seamlessly integrated with the current billing system, and
processes all Water billing payments. Paymentus does not allow any other company to maintain or
support its system.
Paymentus is Payment Card Industry Data Security Standard (PCI DSS) Level 1 compliant and
certified, which is the highest level attainable. It provides a powerful and reliable fully hosted platform
that meets all PCI compliance standards so as to reduce or eliminate the PCI security burden on the
City.
For each payment transaction, Paymentus will charge a Transaction Fee as follows:
A flat rate of $1.45 per credit card transaction;
2.65\% per transaction for non-qualified/non-utility credit/debit card transactions; and
$.30 for ACH/eCheck one time and recurring transactions.
The annual cost is estimated to be $4,533,000.00, which is a ten percent cost increase from the
previous agreement, to allow for growth.
Funding is budgeted in the Water and Wastewater Department's rollup within the Water & Sewer
Fund.
ADMINISTRATIVE CHANGE ORDER
An administrative change order or increase may be made by the City Manager in the amount up to the
maximum allowed under state law and the City Code and does not require specific City Council
approval as long as sufficient funds have been appropriated.
AGREEMENT TERMS
Upon City Council approval, this Agreement shall begin on May 12, 2023.
RENEWAL OPTIONS
This Agreement will automatically renew annually until terminated by either party. 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.
DVIN
Water Department was approved for a sole source exemption by the Legal Department. Therefore, the
business equity goal requirement is not applicable. Therefore, the business equity goal requirement is
not applicable.
apps. cfwnet.org/counci I_packet/mc_review.asp? I D=30878&councildate=4/11 /2023 1 /2
5/11/23, 11:20AM
M&C Review
FISCAL INFORMATION/CERTIFICATION:
The Director of Finance certifies that upon approval of the recommendation, funds are available in the
current operating budget, as previously appropriated, in the Water and Sewer Fund. Prior to an
expenditure being incurred, the Water 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 ID Year (Chartfield 2)
Submitted for Citv Manaaer's Office bv:
Originating Department Head:
Additional Information Contact:
Dana Burghdoff (8018)
Chris Harder (5020)
Rick Lisenbee (2515)
William Bailey (8272)
ATTACHMENTS
Approved Pavmentus Chapter 252 Exemption Form 2023 Final.pdf (Public)
Business Equitv Goal PAYMENTUS.pdf (CFW Internal)
apps. cfwnet.org/counci I_packet/mc_review.asp? I D=30878&councildate=4/11 /2023 2/2
City Secretary Contract No.
EXHIBIT A
PAYMENTUS MASTER SERVICES AGREEMENT
Vendor Services Agreement — Technology — Exhibit A
Paymentus
MASTER SERVICES AGREEMENT
Client: Fort Worth Water Department
Client Address: 200 Texas Street — Fort Worth TX, 76102
Contact for Notices to Client: Richard Lisenbee - Richard.Lisenbee(a),fortworthtexas.2ov
Estimated Monthly Bills 1 300,000
Invoices:
This Master Services Agreement ("Agreement") is entered into as of the date of the last of the signatures set forth below
("Effective Date"), by and between the Client identified above and Paymentus Corporation, a Delaware Corporation with
a principal place of business at 11605 N Community House Road, Suite 300, Charlotte, North Carolina 28277.
STATEMENT OF PURPOSE
Paymentus desires to provide and Client desires to receive electronic bill payment services as more particularly described
in this Agreement under the terms and conditions set forth herein.
AGREEMENT
In consideration of the mutual covenants hereinafter set forth, the receipt and sufficiency of which are hereby
acknowledged, the parties, intending to be legally bound, hereby covenant and agree as follows. This Agreement consists
of the following documents:
(i) this signature page
(ii) the General Terms and Conditions; and
(iii) the following Schedules:
Schedule A: Paymentus Service Fee Schedule.
This Agreement represents the entire agreement between the parties with respect to its subject matter, supersedes all
prior written or oral agreements or understandings related to the subject matter hereof, and may be changed only by
agreements in writing signed by the authorized representatives of each of the parties.
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed by their duly authorized
representatives.
FORT WORTH WATER DEPARTMENT
'Daira �rc�aGcolaF
Y• Dana B,,rghdoff ;May 15. 20231'0:18 CD I;
NAME: Dana Burghdoff
TITLE: Assistant City Manager
DATE: May 15, 2023
PAYMENTUS CORPORATION
TJc�� 5lic
By: David Shapiro (May 14, 27 02316:07 EDT)
NAME: David Shapiro
TITLE: Svp
DATE: May 11, 2023
CONFIDENTIAL AND PROPRIETARY
Paymentus Legal I REVISION OF 4.22.20
GENERAL TERMS AND CONDITIONS
1 Definitions:
For the purposes of the Agreement, the following terms
and words have the meaning ascribed to them, unless the
context clearly indicates otherwise.
1.1 "Agreement "or "Master Agreement" means the
Master Services Agreement between the parties, as
amended from time to time.
1.2 "Average Bill Amount" means the total amount of
Payments processed through Paymentus in a given
month divided by the number of the Payments for the
same month.
1.3 "Effective Date" means the date the last party to
execute the Agreement does so, or if the Agreement is
submitted to Client for acceptance in a manner that does
not call for Paymentus to execute it, the date Client
agrees to the Agreement.
1.4 "Excess Payment Amount" means the amount by
which the total of all Payment Amounts from Non -
Qualified Transactions processed in a calendar month
exceeds 5% of the total of the Payment Amounts of all
card Payments processed that month.
1.5 "Fee Assumptions" means information used to
calculate the Paymentus Fee (as defined in Section 3.2),
including (i) the projected Average Bill Amount, (ii) the
projected payment method mix (credit vs debit vs e-
check) and (iii) an assumption by Paymentus that the total
Payment Amount processed each month resulting from
Non -Qualified Transactions shall not exceed five percent
(5%) of the total Payment Amount of all card Payments
processed that month.
1.6 "Initial Setup" means the first personalization and
activation of the standard service with respect to each
channel described on Schedule A as specified during the
implementation process.
1.7 "IPN" or "Instant Payment Network TM" means the
network developed by Paymentus to enable customer
engagement, bill presentment and receipt of payments by
businesses through multiple channels as enabled from
time to time by Paymentus.
1.8 "Launch Date" means the date on which Client
completes the introduction to Users of all Services
selected by Client as of the Effective Date.
1.9 "Non -Qualified Transaction" means (i) a Payment
made with a card or payment method generally issued for
business use that results in interchange fees or other
processing charges assessed by a Paymentus
Authorized Processor or card payment association that
are higher than those charged for transactions with cards
payment methods issued for consumer use; or (ii) a
Payment that does not qualify for reduced interchange
fees under programs in which is then currently
participating. These high -cost cards payment methods
may include, among others, corporate cards, virtual
cards, purchase cards, business cards, and travel and
entertainment cards.
1.10 "Payment" means payment by a User through the
Platform for Client's services, Client's bills, or other
amounts owed to Client.
1.11 "Payment Amount" means the amount of a
Payment.
1.12 "Paymentus Authorized Processor" means a
Paymentus authorized merchant account provider or
payment processing intermediary or gateway.
1.13 "Paymentus Fee" is defined in Section 3.2.
1.14 "Platform" is defined in Section 2.1.
1.15 "Reversed or Chargeback Transactions" means
cancelled transactions due to (i) User error, (ii) a User's
challenge to Payment authenticity, or (iii) an action by a
financial institution or a Paymentus Authorized Processor
(commonly referred to as ACH or eCheck returns or
credit/debit card chargebacks).
1.16 "Services" means the performance by
Paymentus of the payment and related services selected
by Client as set forth in Schedule A and as provided in
Section 2.3.
1.17 "User" means a user of Client's services.
2 Description of Services to be Performed
2.1 Scope of Services
When selected on Schedule A, Paymentus will provide
Users the opportunity to view and receive bills, make
Payments using the payment methods provided under
Schedule A and other payment methods and wallets as
offered by Paymentus from time to time. The payment
methods and other services provided may be used within
the channels described on Schedule A or on other
websites or mobile/web apps or chatbots or voice
assistants that are part of the Instant Payment Network TM,
(collectively referred to as the "Platform"). Paymentus will
provide a mechanism by which Client may select
channels and payment methods it wishes to offer Users.
Paymentus will be the exclusive provider to Client of
services included in the Services.
2.2 Professionalism
Paymentus will perform in a professional manner all
Services required to be performed under the Agreement.
2.3 New or Enhanced Services
From time to time Paymentus may offer Client new or
enhanced services, such as new functionality within the
IPN, the ability to accept other payment methods,
methods of bill presentment, the ability to access
alternative payment processors or other service providers
or Paymentus Authorized Processors or otherwise modify
the terms and conditions under which the Services are
provided ("Service Enhancements"). Paymentus will
provide Client with notice by email to the person
designated as provided in Section 9.2 ("Notices')
disclosing the terms, including any contracts or contract
amendments, under which the Service Enhancements
will be made available. If the Service Enhancements will
result in additional fees to or impose additional obligations
on Client or Users, Client will have at least thirty (30) days
after the date of the notice to opt -out of the Service
Enhancements in the manner provided in the notice. If
Client does not opt -out, then when the Service
Enhancements are introduced they will form part of the
Services and Client will be bound by the additional terms
as disclosed in the notice, and Schedule A will be deemed
amended to reflect changes in the Services and fees.
3 Compensation
3.1 No Fee Installation
Paymentus will charge no fees related to the Initial Setup
of standard service.
3.2 Paymentus Fee
Client will be billed the fees as provided in Schedule A
("Paymentus Fee"), unless a fee is User paid, in which
case Paymentus will charge each User the Paymentus
Fee as provided in Schedule A to be collected in addition
to the corresponding Payment as part of the transaction.
Paymentus will pay the corresponding processing and
related fees ("Transaction Fees") except for fees related
to Reversed or Chargeback Transactions.
The Paymentus Fee is based on the Fee Assumptions.
Client will be billed additional Paymentus Fees equal to
2.65% of the Excess Payment Amount for each month
during which there is an Excess Payment Amount.
Paymentus may amend Schedule A upon prior written
notice to Client if there are changes in the card or payment
system rules or changes in payment processing fees or
other events that increase the cost of processing
transactions, such as changes in the average Payment
Amount, the mix of payment methods or of interchange
rates applied to transactions. The amended Paymentus
Fee will take effect 30 days after written notice to Client.
4 Pavment Processinq
4.1 Integration with Client's Billing System
At no charge from Paymentus to Client, Paymentus will
develop one (1) file format interface with Client's billing
system using Client's existing text file format currently
used to post payments to Client's billing system. Client will
be responsible to provide Paymentus with the one file
format specification and will fully cooperate with
Paymentus during the development of the said interface.
If Client chooses to create an automated file integration
process to download the posting file, due to Paymentus
security requirements, Client will use Paymentus
specified integration process. As such, the Paymentus
platform does and can function independent of any billing
system integration. A payment posting file can be emailed
or downloaded from the Paymentus Agent Dashboard. If
Client chooses to have the Paymentus platform integrated
with its billing system, Paymentus offers two options:
(i) Paymentus standard integration specification that
Client can use to integrate its billing systems with
Paymentus platform ("Standard Integration"); or
(ii) Paymentus to either customize or configure its
platform to integrate with Client using file specification or
APIs supported by Client's billing system ("Client Specific
Integration").
If Client chooses Standard Integration, Paymentus
agrees to fully cooperate with Client and provide its
specification to Client. Paymentus also agrees to
participate in meetings with Client's software vendor to
provide any information or clarifications needed to
understand Standard Integration. Paymentus agrees to
provide all integration/interface specifications within 30
days from the Effective Date. Client will take commercially
reasonable steps to develop the integration within 60 days
from the date on which Client has received all integration
specifications from Paymentus.
If Client chooses Client Specific Integration, Paymentus
agrees to develop that integration at no charge within the
first year of this term from Paymentus to Client, provided
however, Client agrees to fully cooperate with Paymentus
and cause its software vendors and other service
providers to fully cooperate with Paymentus. Client
agrees to provide all specifications required for Client
Specific Integration. Client further agrees to participate in
testing with Paymentus and if needed, cause its billing
software vendors and other service providers to
participate in testing. Client agrees to provide or make
available all integration/interface specifications within 30
days from the Effective Date. Paymentus will take
commercially reasonable steps to develop the integration
within 60 days from the date on which Paymentus has
received all the integration specifications from Client or its
vendors.
Parties agree that if the parties do not cooperate fully, it
can lead to each party being unable to perform its duties
to deliver the integration in time.
Based on Client's use of the Platform and its respective
modules selected under the Agreement, Paymentus will
require the following integration points:
MODULE
INTEGRATION
POINT
One-time payment
Customer Information:
Module
Text File or Real Time
Payment Posting: Text
File or Real Time
Recurring Payment
Text File
Module
E-billing Module
Text File or Real-time
for Billing Data
link to billing data
Out -bound
Text File for customer
Notification-
engagement messages
Audience File
Each of these can be based on Standard Integration or
Client Specific Integration.
The Initial Setup for the Web or IVR interface will be
considered complete when the first Standard Integration
or Client Specific Integration, as applicable, is completed
such that Paymentus and Client are able to exchange files
relevant to that interface, as contemplated in this Section
4.1. In the event the Services are implemented without
integration, the Initial Setup will be considered complete
when a User is able to access the Platform to process a
payment.
4.2 Enhancements
The parties agree that the Services are provided on a
"platform as a service" basis, and not as a result of custom
software development. Paymentus' standard Platform will
be personalized to achieve certain additional functional
requirements of Client, as clarified and agreed during
implementation ("Enhancements"). Enhancements may
include some or all of the features included in any
technical requirements or similar document provided to
Paymentus. The parties will fully co-operate with one
another to: a) ensure that requirements with respect to
Enhancements are clarified as needed; b) accept
Paymentus proposed reasonable alternatives to achieve
Client's functional objectives within the limits of the
Paymentus platform; and c) accept Paymentus'
reasonable estimates of time for completion, designs and
plans with respect to agreed Enhancements. There will be
fees charged by Paymentus to Client for Enhancements,
provided Paymentus designs and plans are accepted by
Client. If the Services are to be offered at multiple
locations, or if the Services include multiple
Enhancements, the parties will agree to a phased
implementation.
4.3 PCI Compliance
To the extent that either party receives payment card
information subject to the Payment Card Industry Data
Security Standards ("PCI-DSS") in connection with
providing the Services, it will comply with all requirements
of the PCI-DSS with respect to storage, transmission and
disclosure of payment card information.
4.4 Explicit User Confirmation
Paymentus will confirm the dollar amount of all Payments,
and when paid by the User, the corresponding Paymentus
Fee to be charged and electronically obtain the User's
approval of the charges prior to initiating payment
authorizations transaction. Paymentus will provide User
with electronic confirmation of all transactions.
4.5 Merchant Account
Paymentus will arrange for Client to have a merchant
account with the Paymentus Authorized Processor for
processing and settlement of transactions.
4.6 Payment Authorization.
For authorization purposes, Paymentus will electronically
transmit all card or other payment transactions to the
appropriate processing center, in real time as the
transactions occur or as provided in applicable rules. In
its discretion, Paymentus may refuse to process any
transaction that is submitted in violation of its terms of use
or to protect Client, Users, itself or others from potentially
illegal, fraudulent or harmful transactions.
4.7 Settlement
Paymentus together with a Paymentus Authorized
Processor will forward the payment transactions, and
when paid by User, the corresponding Paymentus Fee to
the appropriate organizations for settlement (other than
the Paymentus Fee) directly to Client's depository bank
account previously designated by Client ("Client Bank
Account"). When Client pays the Paymentus Fee,
Paymentus will invoice Client and debit the fees from the
Client Bank Account on a monthly basis.
Paymentus together with the Paymentus Authorized
Processor will continuously review its settlement and
direct debit processes for its simplicity and efficiencies.
Client and Paymentus agree to fully co-operate with each
other if Paymentus were to change its settlement and
invoicing processes.
4.8 Reversed or Chargeback Transactions
With respect to all Reversed or Chargeback Transactions
Client authorizes Paymentus and Paymentus Authorized
Processor (and/or the respective payment organizations)
to debit the Client Bank Account for the Payment Amount
and Paymentus will refund to the payment organization
for credit back to the User the corresponding Paymentus
Fee, if any.
Paymentus together with Paymentus Authorized
Processor will continuously review its processes for
Reversed or Chargeback Transactions for simplicity and
efficiencies. Client and Paymentus agree to reasonably
co-operate with each other if Paymentus requires any
change to its settlement and invoicing processes for these
transactions.
5 General Conditions of Services
5.1 Service Reports
Paymentus will provide Client with reports summarizing
use of the Services by Users for a given reporting period.
5.2 User Adoption Communication by Client
Client will communicate the Services as a payment option
to its customers wherever Client usually communicates its
other payment options.
Client will make the Services known or available to its
customers by different means of customer
communication including a) through bills, invoices and
other notices; b) if direct payments have been activated,
by providing IVR and Web payment details on Client's
website including a "Pay Now" or similar link on a mutually
agreed prominent place on the web site; c) if IVR
payments have been activated, through Client's general
IVR/Phone system; and d) other channels deemed
appropriate by Client.
Paymentus will provide Client with logos, graphics and
other marketing materials for Client's use in its
communications with its customers regarding the
Services and/or Paymentus.
5.3 Independent Contractor
Paymentus is an independent contractor.
5.4 Client's Responsibilities
In order for Paymentus to provide the Services outlined in
the Agreement, Client will co-operate with Paymentus by:
(i) Entering into (and authorizing Paymentus to do
so on its behalf) all applicable merchant processing, cash
management, ACH origination, or kiosk agreements,
provided that Client is given notice of and approves any
additional fees associated with those agreements, and
providing information and consents reasonably requested
in connection with the agreements.
(ii) Keeping throughout the duration of the
Agreement during which direct payments via the web is
activated, a bill payment link connecting to the Paymentus
Platform at a prominent and mutually agreed location on
Client's website. If the IVR channel is activated, the phone
number for IVR payments will also be added to the web
site and as an option as part of Client's general phone
system.
(iii) Sharing User Adoption marketing as described in
Section 5.2.
(iv) Launching the Service within 30 days of
Paymentus making the system available.
(v) Dedicating sufficient and properly trained
personnel to support the implementation process and its
use of the Services in compliance with all laws applicable
to its use of the Services.
(vi) Providing Paymentus with the file format
specification currently used to post payments to the billing
system to allow Paymentus to provide Client with a
posting file for posting to Client's billing system.
(vii) Fully cooperating with Paymentus and securing
the cooperation of its software and service providers and
providing the information required to integrate with
Client's billing system.
(viii) Fully cooperating with Paymentus to integrate its
systems with the Paymentus Platform through the use of
Paymentus' APIs to enable Client's access to the IPN, if
selected.
(ix) Promptly provide Paymentus notice within a
reasonable time (not to exceed 48 hours) if Client
encounters a cyber-incident or a data security breach
which could reasonably be expected to compromise
Paymentus data.
6 Indemnification and Limitation of Liabilitv
6.1 Paymentus Indemnification and Hold
Harmless
Paymentus agrees to defend and indemnify Client and its
directors, officers or governing officials, or employees
(collectively, the "Client Indemnitees") from and against
all liabilities, demands, losses, damages, costs or
expenses (including reasonable attorney's fees and
costs), incurred by any Client Indemnitee arising from a
claim or demand brought by a third party to the extent the
claim or demand alleges that the Services provided under
this Agreement infringe the intellectual property rights of
the third -party.
6.2 Client Indemnification and Hold Harmless
Client agrees to defend and indemnify Paymentus and its
directors, officers, or employees (collectively, the
"Paymentus Indemnitees") from and against all liabilities,
demands, losses, damages, costs or expenses (including
reasonable attorney's fees and costs), incurred by any
Paymentus Indemnitee arising from a claim or demand
brought by a third party to the extent the claim or demand
relates to the underlying relationship or obligations of
Client and its Users.
6.3 Indemnification Procedure
The indemnified party will give the indemnifying party
prompt written notice of any claim for which
indemnification is sought. The indemnifying party will
have the right to control the defense and settlement of any
claim, provided that any settlement that adversely affects
the indemnified party requires the indemnified party's
consent, which will not be unreasonably delayed or
withheld. The indemnified party will not settle any claim
without the consent of the indemnifying party, which will
not be unreasonably delayed or withheld.
6.4 Warranty Disclaimer
Except as expressly set forth in the Agreement,
Paymentus disclaims all other representations or
warranties, express or implied, made to Client or any
other person, including without limitation, any warranties
regarding quality, suitability, merchantability, fitness, for a
particular purpose or otherwise of any services or any
good provided incidental to the Services provided under
the Agreement.
6.5 Limitation of Liability
Notwithstanding the foregoing, Paymentus will not be
liable for any lost profits, lost savings or other special,
indirect or consequential damages, even if it has been
advised of or could have foreseen the possibility of these
damages. In no event will Paymentus be liable for any
losses or damages resulting from the acts, omissions or
errors of third parties or of Client or for providing
agreements, instructions or information to Users as
instructed by Client. Paymentus' total liability for damages
for any and all actions associated with the Agreement or
the Services will in no event exceed (i) for an error or other
action affecting the processing of one or more Payments,
the amount of the Paymentus Fee associated with each
Payment, (ii) for other claims, the amount of the
Paymentus Fee (net of direct processing and other fees
paid by Paymentus) paid to Paymentus ("Net Fees") in the
six (6) months before the events given rise to the claim or
claims arising from the same circumstances; and (iii) in no
event more than the lesser of $500,000.00 or the Net
Fees under the Agreement.
7 Term and Termination
7.1 Term
The term of the Agreement will commence on the
Effective Date and continue for a period of 1 (one) year
("Initial Term").
At the end of the Initial Term, the Agreement will
automatically renew for successive four (4) year periods
unless either Client or Paymentus provide the other party
with not less than 6 (six) months prior written notice before
the automatic renewal date that it elects not to
automatically renew the term of the Agreement.
7.2 Material Breach
A material breach of the Agreement will be cured within
90 business days ("Cure Period") after a party notifies the
other of the breach. In the event the material breach has
not been cured within the Cure Period, the non -breaching
party can terminate the Agreement by providing the other
party with a 30 business days' notice.
7.3 Upon Termination
Upon termination of the Agreement, the parties agree to
cooperate with one another to ensure that all Payments
are accounted for and all refundable transactions have
been completed. Upon termination, Paymentus will cease
all Services being provided hereunder unless otherwise
directed agreed in writing.
8. Use by Other Localities.
8.1 The parties agree that this Master Services
Agreement may be extended, with the authorization of
Client, to other public entities or public agencies or
institutions of the United States ("Other Public
Customers") to permit their use of the Master Services
Agreement at the same prices and/or discounts and terms
and conditions of this Master Services Agreement. If any
other public entity decides to use the Master Services
Agreement, Paymentus must deal directly with that public
entity concerning the placement of orders, issuance of the
purchase orders, contractual disputes, invoicing and
payment. Client acts only as the "Contracting Agent" for
these public entities. It is Paymentus' responsibility to
notify the public entities of the availability of this Master
Services Agreement. Other public entities desiring to use
this Master Agreement must make their own legal
determination as to whether the use of this Master
Services Agreement is consistent with their laws,
regulations, and other policies. Each public entity has the
option of executing a separate contract with Paymentus.
Public entities may add terms and conditions required by
statute, ordinances, and regulations, to the extent that
they do not conflict with the Master Services Agreement's
General Terms and Conditions. If, when preparing such a
contract, the general terms and conditions of the public
entity are unacceptable to Paymentus, Paymentus may
withdrawal its extension of the award to that public entity.
Client shall not be held liable for any costs or damages
incurred by an Other Public Customer as a result of any
award extended to that Other Public Customer by
Paymentus.
9 Miscellaneous
9.1 Authorized Representative
Each party will designate an individual to act as its
representative, with the authority to transmit instructions
and receive information. The parties may from time to
time designate other individuals or change the individuals.
9.2 Notices
All notices of any type hereunder will be in writing and sent
to the addresses indicated on the signature page, and
except as otherwise provided in these Terms and
Conditions will be given by certified mail or a national
courier or by hand delivery.
Notices will be considered to have been given or received
on the date the notice is physically received. Any party by
giving notice in the manner set forth herein may
unilaterally change the name of the person to whom
notice is to be given or the address at which the notice is
to be received.
9.3 Interpretation
It is the intent of the parties that no portion of the
Agreement will be interpreted more harshly against either
of the parties as the drafter.
9.4 Governing Law
The Agreement will be governed by the laws of the state
of Delaware, without giving effect to any principles of
conflicts of law.
9.5 Severability
If a word, sentence or paragraph herein is declared illegal,
unenforceable, or unconstitutional, that word, sentence or
paragraph will be severed from the Agreement, and the
Agreement will be read as if that word, sentence or
paragraph did not exist.
9.6 Attorney's Fees. Should any litigation arise
concerning the Agreement between the parties hereto,
the parties agree to bear their own costs and attorney's
fees.
9.7 Confidentiality
The parties agree that notwithstanding anything in this
Agreement to the contrary, they will each abide by the
terms of the Mutual Confidentiality Agreement or other
mutual non -disclosure agreement signed by the parties in
connection with the commencement of the negotiation of
this Agreement ("NDA"), which NDA shall be incorporated
herein by reference, with the exception that the Term of
the NDA shall be extended from the Effective Date of the
NDA for three years following the termination or earlier
expiration of this Agreement (the Confidentiality Period").
Furthermore, during the Confidentiality Period, Client will
not for any purpose inconsistent with the Agreement
disclose to any third party or use any Paymentus
confidential or proprietary non-public information that
Client has obtained during the procurement process or
during the term of the Agreement about Paymentus'
business, including the terms of the Agreement,
operations, financial condition, technology, systems,
know-how, products, Services, suppliers, clients,
marketing data, plans, and models, and personnel.
Except as required by law, Paymentus will not for any
purpose inconsistent with the Agreement or its privacy
policy in effect from time to time disclose to any third party
or use any confidential User information it receives in
connection with its performance of the Services other than
as required in connection with the third parties described
in Section 5.4(i) (applicable merchant processing, cash
management, ACH origination, or kiosk agreements)
above
9.8 Intellectual Property
In order that Client may promote the Services and
Paymentus' role in providing the Services, Paymentus
grants to Client a revocable, non-exclusive, royalty -free,
license to use Paymentus' logo and other service marks
(the "Paymentus Marks") for this purpose only. Client
does not have any right, title, license or interest, express
or implied in and to any object code, software, hardware,
trademarks, service mark, trade name, formula, system,
know-how, telephone number, telephone line, domain
name, URL, copyright image, text, script (including,
without limitation, any script used by Paymentus on the
IVR or the Website) or other intellectual property right of
Paymentus ("Paymentus Intellectual Property"). All
Paymentus Marks, Paymentus Intellectual Property, and
the Platform and all rights therein (other than rights
expressly granted herein) and goodwill pertain thereto
belong exclusively to Paymentus.
9.9 Force Majeure
Paymentus will be excused from performing the Services
to the extent its performance is delayed, impaired or
rendered impossible by acts of God or other events that
are beyond Paymentus' reasonable control and without
its fault or judgment, including without limitation, natural
disasters, war, terrorist acts, riots, acts of a governmental
entity (in a sovereign or contractual capacity), fire, storms,
quarantine restrictions, floods, explosions, labor strikes,
labor walk -outs, extra -ordinary losses utilities (including
telecommunications services), external computer
"hacker" attacks, and/or delays of common carrier.
9.10 Entire Agreement
The Agreement represents the entire agreement between
the parties with respect to its subject matter and
supersedes all prior written or oral agreements or
understandings related to its subject matter and except as
provided in the Agreement may be changed only by
agreements in writing signed by the authorized
representatives of the parties.
9.11 Counterparts
The Agreement and any amendment or other document
related to the Agreement may be executed in
counterparts, each of which will constitute an original, and
all of which will constitute one agreement. The Agreement
and any amendment or other document related to the
Agreement may be signed electronically. A photographic
or facsimile copy of the signature evidencing a party's
execution of the Agreement will be effective as an original
signature.
10 Pavment Terms
Client Paid Invoices. When Client is obligated to
pay the Paymentus Fee (as shown on Schedule A),
Paymentus will invoice Client promptly following the end
of each full or partial calendar month during the Term and
Client's bank account will be debited for Paymentus Fees.
In addition, Client will be billed for applicable professional
services in the SOW as set forth therein. Client shall
notify Paymentus in writing of any alleged errors or
discrepancies detected by Client in Paymentus'
calculation of the Paymentus Fees, or professional
services fees contained in the applicable invoice(s) within
thirty (30) days from the invoice date ("Due Date"). To the
extent that any portion of an invoice is disputed in good
faith ("Disputed Amount"), Client shall timely pay on or
prior to the Due Date the undisputed portion of any
invoice, and promptly notify Paymentus in writing of the
Disputed Amount, providing a reasonably detailed
explanation for such Disputed Amount ("Invoice Dispute
Notice"). The parties shall work together in good faith to
resolve all issues identified in the Invoice Dispute Notice
within ten (10) days of Paymentus' receipt thereof.
Charges on invoices which are not disputed within thirty
(30) days of the invoice date shall be deemed accepted
and Paymentus shall have no obligation to correct any
calculation errors identified after such period. Invoices
that are not timely paid shall be subject to interest from
the Due Date at the higher of 18% per annum or the then
current legal rate of interest.
11 FOIA Requests
If a request for information is made to Client under any
federal, state or other governmental freedom of
information act or similar law, rule or regulation seeking
disclosure of any of the confidential information of
Paymentus, this Agreement or other information provided
to Client before and after the Effective Date in connection
with or pursuant to this Agreement, Client shall (i)
promptly provide Paymentus written notice of (email shall
suffice) such request (along with a copy of the request) so
that Paymentus may seek, at Paymentus' sole expense,
a protective order or other appropriate remedy to protect
the requested information to the extent legally permitted
and (ii) provide reasonable cooperation (at Paymentus'
request and sole expense, including but not limited to
Client's legal fees reasonably incurred to protect the
requested information) to resist or limit any disclosure
pursuant to this paragraph.
City Secretary Contract No.
EXHIBIT B
PAYMENT SCHEDULE
Payment Terms are Net 30.
Vendor Services Agreement — Technology — Exhibit B
Paymentus
SCHEDULE A— PAYMENTUS FEE SCHEDULE
The Paymentus Fee will be as specified below, and will be paid by the Client
Paymentus Service Fee per qualified Utility Rate Transaction
Utility Bills
Payment Type (Absorbed Fee Model) Paymentus Service Fee
• Credit/Debit Card $1.45 (Visa, Master Card, Discover, AMEX - Utility
Program Rate) per transaction
• ACH/eCheck $0.30 per transaction
Paymentus Service Fee per Non -Qualified transactions
(Non -qualified transaction applies to any transaction that does not qualify for a utility rate transaction)
Credit/Debit Card 2.65% of total dollar amount
The parties have agreed to the following:
A. Average Bill Amount: $165.00
B. Maximum Amount per Payment for ACH/eCheck is $2,500.00 and Credit/Debit is $10,000.00. Multiple
payments may be made.
C. Minimum Monthly Commitment: 180,000 transactions
D. Chargebacks and returned checks will be billed at $4.95 per item.
FORTWORTH;F,
Routing and Transmittal Slip
Water
Department
DOCUMENT TITLE: Paymentus Master Services Agreement with City Addendum
M&C: 23-0251 CPN: CSO: DOC #:
TO: INITIALS
Rick Lisenbee - Approver
Vendor — David Shapiro - Signer
William "Robb" Bailey - Signer
Jerry Pressley — Approver
JEP
Jan Hale - Approver
Chris Harder - Signer
Taylor Paris - Signer
Dana Burghdoff - Signer
Ron Gonzales - Approver
Jannette Goodall - Signer
Allison Tidwell — Form Filler
Charmaine Baylor - Acceptor
Needs to be notarized: ❑ YES x NO
Action Required:
❑ As Requested
❑ For Your Information
x Signature/Routing and/or Recording
❑ Comment
❑ File
FOR CMO USE ONLY: Routing to CSO x YES ❑ NO
EXPLANATION
This new agreement authorized by M&C 23-0251 allows Paymentus to continue to provide electronic
payment processing services for the Utility's Water Billing System. Paymentus is currently integrated
with the SEW customer portal, the Selectron IVR, and the CentralSquare CIS utility billing system to
process utility bill payments via web, phone, or in person. The term will begin on May 12, 2023
immediately at the expiration of the prior agreement. This agreement will automatically renew annually
until terminated by either party. The not to exceed amount of the agreement is $4,533,000.00.
Please sign or approve these items. If you have any questions or concerns, feel free to call or email me.
Thank you,
Rick Lisenbee
Senior Water IT Manager
Water Department
Phone: 817-392-2515
Email: richard.lisenbee(&fortworthtexas.aov