HomeMy WebLinkAboutPR 15074: PAYMENTUS CORPORATION - ELECTRONIC BILL PAYING SERVICESMemorandum
City of Port Arth ur, Texas
Finance Department
To: Steve Fitzgibbons,+CiTy Mana er
From: Rebecca Underhill, Director o ce
Date: January 20, 2009
Subject: Proposed Resolution 15074
In order to provide greater convenience to payors, (especially at Municipal Court and Water
Utilities) the City has investigated third party vendors that provide payment processing via
the Internet and other:means. After a staff committee, (with representatives from Finance,
City Secretary, Municipal Court, Utility Billing and IT) reviewed three vendors, and our
depository bank, the recommended solution is provided by "Paymentus".
A link will be established on the City's website, www.portarthur.net. The link will redirect
the payor to the third party site and instruct them as to how to pay their traffic ticket or
water utility bill via the site. It will also provide a toll free phone number that may be used
to make payment. Instructions will be provided in both English and Spanish..Payment will
be accepted via Visa, Master Card (credit or debit) or electronic check.
The staff committee that reviewed all of the systems, found the recommended system to
provide the most user friendly options for the public at a competitive price as well. We
will publicize the web site and phone number in order to raise awareness and encourage-the
use of these options.
There will be no up front cost to "Paymentus" to establish this. service. The City's cost is
transaction based at $2.55 per. The City will incur a cost of $2,000 in order to modify the
Municipal Court system for the seamless transfer of this data: ,We are evaluating
modifications to the Utility system at this time.. .
P. R. NO. 15074
JJA: 1/20/09
RESOLUTION NO.
A RESOLUTION AUTHORIZING THE CITY MANAGER
TO EXECUTE A MASTER SERVICES AGREEMENT WITH
PAYMENTUS CORPORATION ~ TO PROVIDE
ELECTRONIC BILL PAYING SERVICES TO THE CITY OF
PORT ARTHUR "
WHEREAS, ~ the City of Port Arthur desires to provide more convenient methods of payment to the
public; and
WHEREAS, City staff evaluated the services offered by four companies;.and ,
WHEREAS, the City Council accepts -the staff recommendations that the service agreement
presented by "Paymentus Corporation" provides the best value to meet the City's needs.
NOW THEREFORE BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF
PORT ARTHUR: ~ '
Section 1: The facts and opinions in the preamble aze true and correct.
Section 2:. The City Manager is authorized to execute the two year agreement attached hereto as
Exhibit "A". ,
READ, ADOPTED, AND APPROVED, this day of January, 2009, AD, at a
Regulaz Meeting of the City Council of the City of Port Arthur, Texas by the following vote:
AYES: Mayor:
Mayor
ATTEST:
Terri Hanks- Acting City Secretazy
APPROVED AS TO FORM:
OIJ~~
Mazk Sokolow, City , torney ~Q,„, bA.ha~
APPROVED FOR ADMINISTRATION:
Steve Fitzgibbons, City Manager -
..e nn ^^ a
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Rebecca Underhill, Asst. City Manager-Administration
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EXHIBIT "A"
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MASTER SERVICES AGREEMENT
Customer:
Customer Address:
Contact for Notices to Customer:
Estimated Yearly Bills /Invoices:
This Master Services Agreement ("Master Agreement") is entered into as of the Effective Date below ,
by and between the Customer ("Customer's identified above and Paymentus Corporetion, a Delaware
Corporation ("Paymentus"). ., - _
WHEREAS Paymentus desires to provide and the Client desires to receive certain services under the
terms and conditions set forth in this Agreement. Paymentus provides electronic bill payment services to
utilities, municipalities, insurance and other businesses.,'
NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth, the receipt and
sufficiency of which are hereby acknowledged, the parties,~intending to be legally bound, hereby covenant
and agree as follows. This Agreement consists of this signature page, General Terms and Conditions, and
the attachments ("Attachments") with schedules ("Schedules') listed below:
Schedule A: Paymentus Service Fee, Schedule
This Agreement represents the entire understanding between the parties hereto with respect to its
subject matter and supersedes all other written or oral agreements heretofore made by or on behalf of
Paymentus or Customer 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 '
Customer:
By:
Name:
Title:
Date:
Paymentus:
By:
Name:
Title:
Date:
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Paymentus
GENERAL TERMS AND CONDITIONS
Definitions:
For the purposes ofthis Agreement,"the following. terms 'and words shall have the meaning
ascribed to them, unless the context clearly indicates otherwise.
1.1 "Agreement " dr "Contract" shall refer to this Agreement, as amended from time to time, which
shallconstitute an authorization for the term of this contract for Paymentus to be the exclusive
provider of services, stated herein, to the Customer. For greater clarity, this provision only applies
to such services as described herein and is in noway, applicable to any other bill payment options
Customer has in place or may have in place. •,
1.2 "User" shall mean the users of the Customer's services -
1.3 "Effective Date" shall be the last date upon which theparties signed. this Agreement. The
Agreement will not be effective against any party until the said date
7.4 "Launch Date" shall be the date on which Cus[omerlaunches this service to the Users
1.5 "Payment" shall mean Users to make paymeMS for Customer's services or Customer's. bills
1.6 "Payment Amount" shall mean the bill amount User wants to pay to the Customer.
1.7 "Services" shall indude the performance of the Services outlined in section 2 of this Agreement
1.8 "Paymentus Authorized Processor" shall mean a Paymentus authorized merchant account
provider and payment processing gateway -
1.9 "Reversed or Charged-back Transactions" shall mean cancelled transactions due to User error,
or a User's challenge to Payment authenticity.
1.10 "Average Bill Amount" shall mean the total amount of Payments collected through Paymentus
system in a given month divided by the number of the Payments for thesame month.
2 Description of Services to be aelfiormed
2.1 Scope of Services
Paymentus shall provide Users the opportunity to make Payments by Credit Cards and other
payment methods as deemed necessary by Paymentus. Payments may be made by Interactive Telephone
Voice Response System ("IVR") or secure Internet interface provided. at the Paymentus Corporation's web
site or other websites part of Paymentus' Instant Payment.Network ("WebSites"), collectively referred to as
the ("System").
Paymentus shall, on behalf of the Customer, collect and. process Payments from Users using Visa,
MasterCard or other credit cards ("hereinafter referred 1o as a "Card"J. Paymentus may also offer other
payment options such as eChecks or Debit Cards.
2.2 Professionalism
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- Paymentus shall perform in a professional manner all Services required to be performed under this
Agreement: -
COmpenSatlOn
3.1 No Cost Installation
Paymentus will charge ne fees related to the initial setup and personalization of its standard service
for both Web and IVR interfaces.
3.2 Paymentus Service Fee ~ .
For each payment, Paymentus will charge a Paymentus Service Fee as per Schedule A.
Paymentus Service Fee collected will be used to pay the corresponding Credit Card transaction fees or
transaction fees assodia[ed with Debit Cards or eChecks (hereinafter called "Transaction Fees') except NSF
fees and processing charges related to Paymentus (hereinafter called "Paymentus Fees").
A schedule, of Paymentus Service Fee is attached hereto as Schedule A. Paymentus and
Customer may mutually review Paymentus Service Fee schedule at regular intervals. However, Paymentus
can amend this schedule upon prior written notice to the Customer; if such change is required due to
changes in the Visa and MasterCard regulations or changes in Credit Card fees or changes in the Average
Bill Amount.
4 Payment Processin
4.1 Explicit User Confirmation ~ .
Paymentus shall confirm the dollar amount of all Payments and the comesponding.Paymentus
Service Fee to be ch-arged to a Card and electronically obtain the User approval of such charges prior to
inifiating Card authorizations transaction. Paymentus will provide User with electronic confirmation of all
transactions.
4.2 Merchant Account
Paymentus will arrange for the Customer to have a merchant. account with the Paymentus
Authorized Processor for processing and settlement of the credit card transactions.
4.3 Card Authorization -
For authorization purposes, Paymentus will electronically transmit all Card transactions to the
appropriate Card-processing center, in real time as the transactions occur:
4.4 -Settlement
Paymentus together with its authorized Card processor shall forward the payment transactions and.
corresponding Paymentus Service Fee to the appropriate card organizations for settlement directly to the
Customer's depository bank account previously designated by the Customer (hereinafter the "Customer
Bank Account"). For greater Clarity, Paymentus will make arrangements with its Authorized Payment
Processor to settle funds directly to Customer Bank Account. The debit of the Customer Bank Account is
subject to such fiscal controls of the Customer to avoid billing in excess of the amounts authorized in this
Agreement. ~ _
Paymentus will debit the Paymentus Service Fees from Customer's account on a monthly basis.
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Paymentus
Thz F.ea_ Tmc oitl Pa,rnent Con~any
Paymentus together with Paymentus Authorized Processor will continuously review ds settlementand direct
debit processes for its simplicity and efficiencies. Customer and Paymentus agree to fully co-operate with , ,
each other if Paymentus were to change its settlement and invoicing processes. "
4.5 Reversed or Chargeback Transactions
Reversed o(Chargeback Transactions can be reversed by the Customer using the. Paymentus
software provided ("Agent Dashboard')-. The Payment Amount will be refunded to the User, however, except
in the case of a Substantiated Chargeback transaction as defined below; the Paymentus Service Fee is non-
- - -refundable, and therefore thecorresponding Paymentus Service fees will not be refunded to the User. The
remittance file will contain a record of any such transaction whenever such transactions occur.
' - With respect to all Chargeback Card Transadions that are substantiated by a User and approved
by an .authorized representative of Paymentus and the Customer ("Substantiated Chargeback"): (i) the
Customer authorizes Paymentus and Paymentus Authorized- Processor (and/or the respective card
- organization) to debit the Customer Bank Account. for the amount of the corresponding Payment and-(ii)
Paymentus shall refund ~to the. Card organization for credit back to the User the corresponding Paymentus
` Service Fees. The Customer agrees-that it shall not refund in'cash to a User any Payment made using
' 'Paymentus' Services. Since Paymentus receives no revenue from any Payment that is charged back, the
° ~ Customer will be responsible for the fees associated with Chargeback processing by Paymentus Authorized
Processor. - -
Paymentus together with Paymentus Authorized Processor will continuously review its processes
far Reversed or Chargeback transactions,.for simplicity and efficiencies. Customer and Paymentus agree to
fully co-operate with each other if Paymentus requires any change its settlement and. inveicing processes for
such transactions. - -
General Conditions of Services
5.1 ,-Service Reports
Paymentus shall provide Customer with reports summarizing use of. the Services by Users for a
given reporting period
5.2 User Adoption Communication by Customer ~ ~ .. -
Customer will make Paymentus' Services available to its residential and commerdal customers by
different means of customer communication induding a) through bills, invoices and-other notices; b) by
providing IVR and Web payment details on the Customer's website including a "Pay Now" or similar link on a
mutually agreed prominent place on the web site; c) through customer's general IVR/Phone systems and d)
other channels deemed appropriate by~the Customer..
Paymentus shall provide Customer with logos, graphics and other marketing materials for
Customer's use in.its communications with its users regarding the Services and/or Paymentus. ,
Both parties agree that Paymentus will be presented as a payment method option. Customer will
communicate Paymentus option to its end residential and commercial customers wherever Customer
usually communicates its other payment methods. ~ ..
5.3 Independent Contractor
Customer and Paymentus agree and understand that the relationship between both padies is that
of an independent contractor. ~ " -
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5.4 Customer's Responsibilities
In order for Paymentus to provide Services outlined in this Agreement, the Customer shall co-
operate with Paymentus by:
(i) Customer will enter into all applicable merchant Card or cash management agreements.
. (ii) For the duration of this Agreement, Customer will keep a bill payment link connecting to
Paymentus System at a prominent and mutually agreed location on the Customer website.
- The phone number for the~IVR payment will also be added to the web site. Customer will
also add the IVR payment option as part of the Customer's general phone system..
(iii) User Adoption marketing as described in 5.2.
(iv) Within 30 days of the merchant account setup, Customer will launch the service to the
Users.
6 Governing Laws ,
This Agreement shall be governed by the laws of the state of Texas. The City retains its rights to
governmental immunity as allowed under Texas Law and this agreement does not diminish or alter those
rights.
7 Communications
7.7 Authorized Representative
Each party shall designate an individual to-act as a representative for the respective party, with the
authority to transmit instructions and receive information. The parties may from time to time designate other
individuals or change the individuals.
7.2 Notices
All notices ofany type hereunder shall be in writing and shall be given by Post or by hand delivery
to an individual authorized to receive mail for the below listed individuals, all to the following individuals at
the following locations
To Customer
c/o
(_~ - (Phone)
(_~_ (Faz)
To Paymentus
c!o President and CEO
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3455 Peachtree Road N.E. 5'" Floor
Atlanta, GA 30326
(888)476-8910 (Phone)
(677)882-1676 (Fax)
fVotices shall be declared to have been given or received on the date the notice is physically received if
given by hand delivery, or if notices given by US Post, then notice shall be deemed to have been given upon
on date said notice was deposited in. the mail addressed in the manner set forth above. Any party hereto by
giving notice in the manner set forth herein may unilaterally change the name of the person to whom notice
is to be given orthe address at which the notice is to be received.
7.3 Interpretation •
It is the intent of the parties that no portion of this Agreement shall be interpreted more harshly
against either of the parties as the drafter.
7.4 Amendment of Agreement
Modifications or changes inthis Agreement must be in writing and executed by the parties bound to
this Agreement.- '
7.5 Severability .. ~ - ,
If a word sentence or paragraph herein shall be ~declared~ illegal, unenforceable, or
unconstitutional, the said word, sentence or paragraph shall be severed from this Agreement, and this
Agreement shall be read as if said word, sentence or paragraph did not exist.
7.6 Attorney's Fees
Should any litigation arise concerning this Agreement between the parties hereto, the parties agree
to bear their own costs and attorney's fees.
7.T Confidentiality -
Customer will not disclose to any third party or use for any purpose inconsistent with this
Agreement any confidential or proprietary non-public information it obtains during [he term of this Agreement
about Paymehtus' business, operations, financial condition, technology, systems, no-how, products,
services, suppliers, customers, marketing data, plans, and models, and personnel. Paymentus will not
disclose to any third party or use for any purpose inconsisientwith this Agreement any confidential User
information it receives in connection with its performance of the services.
7.8 Intellectual Property
In order that the Customer may promote the Services and Paymentus' role in providing the
Services, Paymentus grants to Customer a revocable, non-exclusive, royalty-free, license to use
Paymentus' logo and other service marks (the "Paymentus Marks") far such purpose only. Customer does
not have any right, title, license or interest, express or implied in and to~any object code, software, hardware,
trademarks, service mark, 'trade name, formula system, know-how, telephone number, telephone line,
domain name. •URL, copyright image; text, script (including, without limitation, any script used by Paymentus
on the IVR or the WebSite) or other-intellectual property right of Paymentus ("Paymentus Intellectual
Property"). All Paymentus Marks, Paymentus Intellectual Property, and the System and all rights therein
(other than rights expressly granted herein) and goodwill pertain thereto belong exclusively to Paymentus.
T.9 - Force Majeure ~ ,
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Pa~enus
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Paymentus will be excused from performing the Services as contemplated by this Agreement to the
extent its performance is delayed, impaired or rendered impossible by ads 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 restridions, floods, explosions, labor strikes, labor walk-outs, extra-ordinary losses
utilities (including telecommunications services), external computer "hacker" attacks, and/or delays of
common carrier.
7.10 Time of the Essence
Paymentus and Customer acknowledge and agree that lime is of the essenceforihe completion of
the Services to be performed and each parties respective obligations under this,Agreemen[.. ,
8 Indemnification
8.1 Paymentus Indemnification and Hold Harmless
Paymentus agrees to tM1e fullest extent permitted by law, to indemnify and hold harmless the
Customer and its governing officials, agents, employees, and attorneys (collectively, the "Customer
Indemnitees") from and against all liabilities, demands, losses, damages, costs or expenses (including
reasonable attorney's fees and costs), incurred by any Customer Indemnitee as a result or arising out of (i)
the willful miscondud or negligence of Paymentus in performing the Services or (ii) a material breach by
Paymentus of its covenants. ,
8:2 Customer lndemnificationandHoldHamnless
Customer agrees to the fullest extent permitted bylaw, to indemnify and hold harmless Paymentus,
its affiliates, officers,. directors, stockholders, agents, employees, and representatives, (cellectively, the
"Paymentus Indemnitees") from and against all liabilities, demands, losses, damages, costs or expenses
(including without limitation reasonable attorney's fees and expenses) incurred by any Paymentus
Indemnitee as a result or arising out of (i) the willful misconduct or negligence of Customer related to the
Services or (ii) a material breach of Customer's covenants.
8.3 Warranty Disclaimer
Except as expressly set forth in this Agreement, Paymentus disdaims all other representations or
warranties, express or implied, made to the Customer 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 prbvided incidental-to the Services provided under this Agreement.
8:4 Limitation of Liability
Notwithstanding the foregoing, the partes agree that neither party shall be liable~to the other for
any lost profits, lost savings or other special, indirect or consequential damages, even-if the party has been
advised of or could have foreseen the possibility of such damages. Paymentus' total liability for damages for
any and all adions assodated with this Agreement or the Services shall in no event exceed the specific
dollar amount of the Paymentus Service Fee paid to Paymentus for the particular payment transadion which
is the subjed matter of the Gaim of damage.
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9 Term and Termination
9.1 Term
The term of this Agreement shall commence on. the effective date of~this Agreement and continue for a
period of 2 (two) years ("Initial Term') from the launch Date. Services under this Agreement shall begin.
within 30.days of the merchant account setup. -
At the end of the Initial Term, this Agreement will automatically renew for successive two (2) year
periods unless either Customer or Paymentus provide the other party with not less than 6 (six) months prior
written notice before such automatic renewal date that such party elects not to automatically renew the term
of this Agreement_ ~ °
- 9.2 Material Breach
A material breach of this Agreemenishall be cured within 90 (ninety) days ("Cure Period") after a
party notifies the other of such breach. In theevent, such material breach has not been cured within the
Cure Period, the non-breaching party can terminate this Agreement by providing the other party with a 30
(thirty) days notice. -
9.3 - Termination for Convenience
Customer can terminate this Agreement at any time by providing Paymentus a 30 (thirty) day
written notice and a termination tee of US$ 25,000.
9.4 Upon Termination
Upon termination of this Agreement, the parties agree to cooperate with one another to ensure that
all Payments are accounted far and all refundable transactions have been completed. Upon termination,
Paymentus shall cease all Services being provided hereunder unless otherwise directed by the Customer in
writing. -
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Schedule A-Paymentus Service Fee Schedule ~ '
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Paymentus Service Fee charged to the User will be based on the following "Utility" model: '
R Absorbed Fee Model
Absorbed Model
Paymentus Service Fee per transaction ,.
• CrediVDebit Card - $2.25 (YSa, Mastercard ,Discover Program Rate)
Credit Card 3% (American Express)
• ATM Debit Card $1.25 (if applicable) -
• ~ ACW eCheck M '$1.25 -
., .
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