18-23 Resolution No. 18-23
RESOLUTION
AUTHORIZING EXECUTION OF A MASTER SERVICES AGREEMENT
WITH PAYMENTUS CORPORATION FOR CREDIT CARD PROCESSING
MERCHANT SERVICES
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ELGIN, ILLINOIS,
that pursuant to Elgin Municipal Code Section 5.02.020B(9)the City Council hereby finds that an
exception to the requirements of the procurement ordinance is necessary and in the best interest of
the city; and
BE IT FURTHER RESOLVED BY THE CITY COUNCIL OF THE CITY OF ELGIN,
ILLINOIS, that Richard G. Kozal, City Manager, and Kimberly A. Dewis, City Clerk, be and are
hereby authorized and directed to execute a Master Services Agreement on behalf of the City of
Elgin with Paymentus Corporation for credit card processing merchant services, a copy of which
is attached hereto and made a part hereof by reference.
s/David J. Kaptain
David J. Kaptain, Mayor
Presented: February 28, 2018
Adopted: February 28, 2018
Omnibus Vote: Yeas: 9 Nays: 0
Attest:
s/Kimberly Dewis
Kimberly Dewis, City Clerk
Paymentus
MASTER SERVICES AGREEMENT
Client: City of Elgin, IL
Client Address: Elgin City Hall
150 Dexter Ct.
Elgin IL 60120
Contact for Notices to Client: Jeff Massey, CTO
Estimated Yearly Bills/ Invoices: 420,000
This Master Services Agreement ("Master Agreement") is made and entered into this 28 day of February ,
2018, by and between the City of Elgin, Illinois, a municipal corporation ("Client") 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,
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 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: Paymentus:
By: By:
N./
Name: Richard G. Kozal Name: J rry Portocalis
Title: City Manager Title: Senior Vice President
A e
City Clerk
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GENERAL TERMS AND CONDITIONS
1 Definitions:
For the purposes of this Agreement, the following terms and words shall have the meaning ascribed to
them, unless the context clearly indicates otherwise.
1.1 "Agreement "or "Contract" shall refer to this Agreement, as amended from time to time, which shall
constitute an authorization for the term of this contract for Paymentus to be the exclusive provider of services,stated
herein,to the Client
1.2 "User" shall mean the users of the Client's services
1.3 "Effective Date"shall be the date of this Agreement.
1.4 "Launch Date"shall be the date on which Client launches this service to the Users
1.5 "Payment"shall mean Users to make payments for Client's services or Client's bills
1.6 "Payment Amount" shall mean the bill amount User wants to pay to the Client.
1.7 "Non-consumer Cards"shall mean credit cards which are issued for business use.These high-cost cards
may include corporate cards, purchase cards, business cards, travel and entertainment cards.
1.8 "Services"shall include the performance of the Services outlined in section 2 of this Agreement
1.9 "Paymentus Authorized Processor"shall mean a Paymentus authorized merchant account provider and
payment processing gateway
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 the same month.
2 Description of Services to be performed
2.1 Scope of Services
Paymentus shall provide Users the opportunity to make Payments by Visa, MasterCard, Discover, E-check
and other payment methods as deemed necessary by Paymentus. Payments may be made by Interactive
Telephone Voice Response 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"or"Platform").
2.2 Professionalism
Paymentus shall perform in a professional and workmanlike manner all Services required to be performed
under this Agreement.
3 Compensation
3.1 No Cost Installation
Paymentus will charge no fees related to the initial setup and personalization of its standard service for
both Web and IVR interfaces.
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3.2 Paymentus Service Fee
For each payment, Paymentus will charge a Paymentus Service Fee as per Schedule A(hereinafter called
"Paymentus Service Fee").
For each payment,the Paymentus Service Fee collected will be used to pay the corresponding Credit Card
transaction fees or transaction fees associated with Debit Cards or eChecks(hereinafter called"Transaction Fees")
except for the return items(eCheck returns or Credit/Debit Card chargebacks).
A schedule of Paymentus Service Fee is attached hereto as Schedule A.The Paymentus Service Fee is based
on the Average Bill Amount, current payment method mix(credit vs debit vs e-check)and on the assumption that
the total number of payments and the total Payment Amount collected each month from the use of non-consumer
cards shall be under 5%of the total per month("Fee Assumptions"). Client shall be billed an additional Paymentus
Service Fees based on the rate of 3.5% of the Payment Amount for any excess amount if the Fee Assumptions
vary by more than 5%. Paymentus can amend this schedule upon prior written notice to the Client, if such change
is required due to changes in the Visa and MasterCard regulations or changes in Credit Card fees or changes in
the Average Bill Amount or changes in Fee Assumptions.
4 Payment Processing
4.1 Integration with Client's Billing System
At no cost 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.
Paymentus platform is an independent full service fully hosted platform per PCI-DSS requirements for a fully hosted
solution. As such, Paymentus platform does and can function independent of any billing system integration. A
payment posting file can be emailed or downloaded from Paymentus Agent Dashboard. If Client chooses to have
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.Time is of the essence and 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. Parties agree that if Client does not cooperate fully, it can lead to
Paymentus being unable to perform its duties to deliver the integration in time.
If Client chooses Client Specific Integration, Paymentus agrees to develop such integration at no cost to
Client, provided however, Client agrees to fully cooperate with Paymentus and cause its software vendors to fully
cooperate with Paymentus. Client agrees to provide all specification required for Client specific integration. Client
further agrees to participate in testing with Paymentus and if needed,cause its billing software vendors to participate
in testing. Time is of the essence and 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 Client does not cooperate fully or is unable to cause its software vendors
to cooperate fully with Paymentus, it can lead to Paymentus being unable to perform its duties to deliver the
integration in time.
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Based on Client's use of Paymentus platform and respective modules selected under this Agreement,
Paymentus will require the following integration points:
(i) For one-time Payment Module:
a. Customer Information—Text File or Real-time
b. Payment Posting—Text File or Real-time
(ii) For Recurring Payment Module
a. Text File
(iii) For E-billing Module
a. Billing Data-Text File or Real-time link to billing data
(iv) For Outbound Notification
a. Audience File—Text File for customer engagement messages
Each of these can be based on Standard Integration or Client Specific Integration.
4.2 PCI Compliance
For PCI Compliance, Client has two options for using Paymentus platform:
(i) Paymentus Fully Hosted Solution; or
(ii) Any other configuration
To substantially reduce or eliminate any PCI compliance risks and to render all Client systems out of scope
from PCI compliance requirements, Client agrees to use Paymentus'fully hosted service where Paymentus uses
its own platform to capture Payments and to manage the entire(end to end) user experience from all channels for
Payment acceptance:Web, Mobile, IVR, POS devices(per Paymentus recommended setup), recurring payments,
Ebill Presentment("Paymentus Fully Hosted Solution"). If Client chooses any other integration such as third party
web pages integrated with Paymentus APIs,third party gateway pages,or its own IVR systems or POS solution not
recommended by Paymentus, or a cashiering module from third party, Client expressly agrees that Client shall not
be exempt from PCI requirements and shall be liable for any data breaches occurring on its own systems as Client's
recognizes that Client systems are participating in the transactions and are in scope for PCI compliance. Under
such circumstances,Paymentus shall not be responsible for any PCI obligations outside of Paymentus own platform
and Paymentus expressly disclaims any PCI or security obligations related to Client systems or any third party
systems that participate in the payment transactions that are outside of Paymentus Platform.
Paymentus highly recommends that Client uses Paymentus Fully Hosted Solution to substantially reduce
its PCI compliance and data breach risks.
If Client chooses to use any other option other than Paymentus Fully Hosted Solution, Client agrees and
warrants that Client shall remain PCI compliant throughout the term of this Agreement. For clarity, just because
Client uses PCI compliant applications such as its billing software, it does not eliminate the need for Client to be
PCI compliant. Per PCI requirements, if a party's systems participate in processing, or accepting or storing card
transactions, such party is required to be PCI compliant as the systems are in scope.
4.3 Explicit User Confirmation
Paymentus shall confirm the dollar amount of all Payments to be charged to a Card and electronically obtain
the User approval of such charges prior to initiating Card authorizations transaction. Paymentus will provide User
with electronic confirmation of all transactions.
4.4 Merchant Account
Paymentus will arrange for the Client to have a merchant account with the Paymentus Authorized Processor
for processing and settlement of the credit card transactions.
4.5 Card Authorization
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For authorization purposes, Paymentus will electronically transmit all Card transactions to the appropriate
card associations in real time as the transactions occur.
4.6 Settlement
Paymentus together with its authorized Card processor shall forward the payment transactions to the
appropriate card organizations for settlement directly to the Client's depository bank account previously designated
by the Client(hereinafter the"Client Bank Account").
Paymentus will debit the Paymentus Service Fees from Client's account on a monthly basis.
Paymentus together with Paymentus Authorized Processor will continuously review its settlement and direct debit
processes for its simplicity and efficiencies. Client and Paymentus agree to fully co-operate with each other if
Paymentus were to change its settlement and invoicing processes.
5 General Conditions of Services
5.1 Service Reports
Paymentus shall 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 make Paymentus'Services available to its residential and commercial Clients by different means
of Client communication including a)through bills,invoices and other notices;b)by providing IVR and Web payment
details on the Client's website including a "Pay Now" or similar link on a mutually agreed prominent place on the
web site; c)through Client's general IVR/Phone system; and d)other channels deemed appropriate by the Client.
Paymentus shall provide Client with logos, graphics and other marketing materials for Client'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. Client will communicate
Paymentus option to its end residential and commercial Clients wherever Client usually communicates its other
payment methods.
5.3 Independent Contractor
Client and Paymentus agree and understand that the relationship between both parties is that of an
independent contractor.
5.4 Client's Responsibilities
In order for Paymentus to provide Services outlined in this Agreement, the Client shall co-operate with
Paymentus by:
(i) Client will enter into all applicable merchant Card or cash management agreements.
(ii) For the duration of this Agreement, Client will keep a bill payment link connecting to Paymentus System at
a prominent and mutually agreed location on the Client website. The phone number for the IVR payment will also
be added to the web site. Client will also add the IVR payment option as part of the Client's general phone system.
(iii) User Adoption marketing as described in 5.2.
(iv) Within 30 days of the merchant account setup, Client will launch the service to the Users.
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(v) For the purpose of providing Client a posting file for posting to Client's billing system, Client will provide the
file format specification currently used to post its payments to the billing system. Client will fully cooperate with
Paymentus and provide the information required to integrate with Client's billing system.
6 Governing Laws
This Agreement shall be governed by the laws of the state of Illinois. Venue for the resolution of any
disputes or the enforcement of any rights arising out of or in connection with this Agreement shall be in the Circuit
Court of Kane County, Illinois. Paymentus hereby irrevocably consents to the jurisdiction of the Circuit Court of
Kane County, Illinois for the enforcement of any rights,the resolution of any disputes and/or for the purposes of any
lawsuit brought pursuant to this agreement or the subject matter hereof; and the Paymentus agrees that service by
first class U.S. mail to the entity and address provided for herein shall constitute effective service.
7 Communications
7.1 Authorized Representative
Each party shall designate an individual to act as a representative for the respective party,with the authority
to transmit instructions and receive information. The parties may from time to time designate other individuals or
change the individuals.
7.2 Notices
All notices of any type hereunder shall be in writing and shall be given by U.S. mail or by a national courier
or by hand delivery to an individual authorized to receive mail for the below listed individuals, all to the following
individuals at the following locations:
To Client
C/O: Jeff Massey, CTO
Address: Elgin City Hall
150 Dexter Ct.
Elgin, IL 60120
Email: masses ka.citvofelgin.orq
To Paymentus
C/O: President and CEO
Address: 13024 Ballantyne Corporate Place
Suite 450
Charlotte, NC 28277
Email: ceo(a)pavmentus.com
Notices 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 or the address at which the notice is to be
received.
7.3 Interpretation
It is the intent of the parties that no portion of this Agreement shall be interpreted more harshly against
either of the parties as the drafter.
7.4 Amendment of Agreement
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Modifications or changes in this Agreement must be in writing and executed by the parties bound to this
Agreement.
7.5 Severability
If a word, sentence or paragraph herein shall be declared illegal, unenforceable, or unconstitutional, the
said word, sentence or paragraph shall be severed from this Agreement, and this Agreement shall be read as if
said word, sentence or paragraph did not exist.
7.6 Attorney's Fees
Should any litigation arise concerning this Agreement between the parties hereto,the parties agree to bear
their own costs and attorney's fees.
7.7 Confidentiality
Client will not disclose to any third party or use for any purpose inconsistent with this Agreement any
confidential or proprietary non-public information it obtains during the term of this Agreement about Paymentus'
business, operations, financial condition, technology, systems, no-how, products, services, suppliers, Clients,
marketing data, plans, and models, and personnel. Paymentus will not disclose to any third party or use for any
purpose inconsistent with this Agreement any confidential User information it receives in connection with its
performance of the services. Notwithstanding anything to the contrary herein,Client's disclosure of any information
as may be required by law, including but not limited to the Illinois Freedom of Information Act(5 ILCS 140/1,et seq.)
shall not be construed as, and shall not constitute, a breach of this Agreement.
7.8 Intellectual Property
In order that the 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 such 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 System and all rights therein (other than rights expressly granted herein) and goodwill pertain thereto belong
exclusively to Paymentus.
7.9 Force Majeure
Paymentus will be excused from performing the Services as contemplated by this Agreement to the extent
its performance is delayed, impaired or rendered impossible by acts of God or other events that are beyond
Paymentus' reasonable control and without its fault or judgment, including without limitation, natural disasters,war,
terrorist acts, riots, acts of a governmental entity(in a sovereign or contractual capacity), fire, storms, quarantine
restrictions, floods, explosions, labor strikes, labor walk-outs, extra-ordinary losses utilities (including
telecommunications services), external computer"hacker" attacks, and/or delays of common carrier.
7.10 Time of the Essence
Paymentus and Client acknowledge and agree that time is of the essence for the completion of the Services
to be performed and each party's respective obligations under this Agreement.
8 Indemnification
8.1 Paymentus Indemnification and Hold Harmless
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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 (excluding attorney's fees and costs), incurred by any
Client Indemnitee as a result or arising out of(i)the willful misconduct or negligence of Paymentus in performing
the Services or(ii)a material breach by Paymentus of its covenants.
8.2 Client Indemnification and Hold Harmless
Client agrees to the fullest extent permitted by law,to indemnify and hold harmless Paymentus,its affiliates,
officers, directors, stockholders, agents, employees, and representatives, (collectively, the "Paymentus
Indemnitees")from and against all liabilities, demands, losses, damages, (excluding attorney's fees and expenses)
incurred by any Paymentus Indemnitee as a result or arising out of(i)the willful misconduct of Client related to the
Services or(ii)a material breach of Client's covenants.
8.3 Warranty Disclaimer
Except as expressly set forth in this Agreement, Paymentus disclaims all other representations or
warranties, express or implied, made to the 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 this Agreement.
8.4 Limitation of Liability
Notwithstanding the foregoing, the parties agree that neither party shall be liable to the other for any lost
profits, lost savings or other special, indirect or consequential damages, even if the party has been advised of or
could have foreseen the possibility of such damages. Paymentus'total liability for damages for any and all actions
associated with this Agreement or the Services shall in no event exceed the specific dollar amount of the Paymentus
Service Fee paid to Paymentus for the particular payment transaction which is the subject matter of the claim of
damage.
9 Term and Termination
9.1 Term
This Agreement shall terminate March 1, 2023. Services under this Agreement shall begin within 30 days of the
merchant account setup.
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9.2 Material Breach
A material breach of this Agreement shall be cured within 30(thirty)days ("Cure Period")after a
party notifies the other of such breach. In the event,such material breach has not been cured within the Cure Period,
the non-breaching party can terminate this Agreement by providing the other party with a 30(thirty)days' notice.
9.3 Upon Termination
Upon termination of this Agreement, the parties agree to cooperate with one another to ensure that all Payments
are accounted for and all refundable transactions have been completed. Upon termination, Paymentus shall cease
all Services being provided hereunder unless otherwise directed by the Client in writing.
9.4 Electronic Signature
This Agreement may be executed in counterparts,each of which shall be an original and all of which shall constitute
one and the same Agreement. For the purposes of executing this Agreement, any signed copy of this Agreement
transmitted by fax machine or e-mail shall be treated in all manners and respects as an original document. The
signature of any party on a copy of this Agreement transmitted by fax machine or e-mail shall be considered for
these purposes as an original signature and shall have the same legal effect as an original signature. Any such
faxed or e-mailed copy of this Agreement shall be considered to have the same binding legal effect as an original
document. At the request of either party any fax or e-mail copy of this Agreement shall be re-executed by the parties
in an original form. No party to this Agreement shall raise the use of fax machine or e-mail as a defense to this
Agreement and shall forever waive such defense.
9.5 Interest Waiver
Paymentus hereby waives any and all claims to interest on money claimed to be due pursuant to this Agreement,
and any and all such rights to interest to which it may otherwise be entitled pursuant to law, including, but not limited
to,the Local Government Prompt Payment Act, as amended(50 ILCS 505/1, et seq.), or the Illinois Interest Act,as
amended(815 ILCS 205/1, et seq.).
9.6 Compliance With Laws
Notwithstanding any other provision of this Agreement, it is expressly agreed and understood that in connection
with the performance of this Agreement, Paymentus shall comply with all applicable federal, state, city and other
requirements of law, including, but not limited to, any applicable requirements regarding prevailing wages,minimum
wage,workplace safety and legal status of employees. Without limiting the foregoing, Paymentus hereby certifies,
represents and warrants to the Client that all of Paymentus'employees and/or agents who will be providing products
and/or services with respect to this Agreement shall be legally authorized to work in the United States. Paymentus
shall also,at its expense, secure all permits and licenses, pay all charges and fees, and give all notices necessary
and incident to the due and lawful prosecution of the work, and/or the products and/or services to be provided for
in this Agreement. The Client shall have the right to audit any records in the possession or control of Paymentus
to determine Paymentus'compliance with the provisions of this section. In the event the Client proceeds with such
an audit, Paymentus shall make available to the Client Paymentus' relevant records at no cost to the Client. City
shall pay any and all costs associated with any such audit.
Schedule A— Paymentus Service Fee Schedule
Paymentus Service Fee charged to the Client will be based on the following model:
Utility Billing-Absorbed Fee Model
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C Absorbed Model
E Average Bill Amount: $104.00
E Paymentus Service Fee per qualified utility rate transaction
Li Credit/Debit Card $ 1.59(Visa, MasterCard, Discover utility Program
Rate)
❑ ACH/eCheck $ 0.45 per transaction
❑ Paymentus Service Fee per Non-qualified Transaction
U Credit/Debit Card 2.95%(Visa, MasterCard, Discover)
Note: The$1.59 flat rate service fee for qualified utility rate transactions will be applied to each increment of
$500.00 of the total payment amount with a Maximum Amount per Payment of$50,000.00. Multiple payments can
be made.
Encrypted Card Readers will be billed at$225.00 each; the first three will be provided at no cost to the client.
Chargebacks will be billed at$9.95 each.
Includes 3,500 staff generated outbound notifications(phone, text or email)per month; additional usage will be
billed at$0.15 per call/text and $0.05 per email.
Paymentus may apply different limits per transactions for user adoption or to mitigate risks.
Non-Utility Billing -Absorbed Fee Model
• Absorbed Model
❑ Average Bill Amount: $350.00
• Paymentus Service Fee per Transaction
❑ Credit/Debit Card 2.95% per transaction volume for Visa, MasterCard,
Discover transactions
C ACH/eCheck $ 0.45 per transaction
Note: Maximum Amount per Payment is $50,000.00. Multiple payments can be made.
Chargebacks will be billed at$9.95 each.
Paymentus may apply different limits per transactions for user adoption or to mitigate risks.
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