2019/02/27 Council Agenda Packet

Paymentus Paymentus will arrange for integration with Both parties agree that Paymentus will be presented the Client's existing merchant account for processing as a payment method option.Client will communicate and settlement of the credit card transactions. Paymentus option to its end residential and commercial Clients wherever Client usually 4.5 Card Authorization communicates its other payment methods. For authorization purposes, Paymentus will 5.3 Independent Contractor electronically transmit all Card transactions to the appropriate card associations in real time as the Client and Paymentus agree and understand transactions occur. that the relationship between both parties is that of an independent contractor. 4.6 Settlement 5.4 Client's Responsibilities Paymentus together with its authorized Card processor shall forward the payment transactions to In order for Paymentus to provide Services the appropriate card organizations for settlement outlined in this Agreement,the Client shall co-operate directly .to the Client's depository bank account with Paymentus by: previously designated by the Client (hereinafter the "Client Bank Account"). (i) Client will enter into all applicable merchant Card or cash management agreements. Paymentus will invoice the Client monthly (in accordance with Washington State law) the (ii) For the duration of this Agreement, Client will Paymentus Service Fees. keep a bill payment link connecting to Paymentus Paymentus together with Paymentus Authorized System at a prominent and mutually agreed location Processor will continuously review its settlement and on the Client website.The phone number for the IVR direct debit processes for its simplicity and payment will also be added to the web site.Client will efficiencies. Client and Paymentus agree to fully co- also add the IVR payment option as part of the operate with each other if Paymentus were to change Client's general phone system. its settlement and invoicing processes. (iii) User Adoption marketing as described in 5.2. 5 General Conditions of Services (iv) Within 180 days of the merchant account setup, Client will launch the service to the Users. 5.1 Service Reports (v) For the purpose of providing Client a posting Paymentus shall provide Client with reports file for posting to Client's billing system, Client will summarizing use of the Services by Users for a given provide the file format specification currently used to reporting period. post its payments to the billing system.Client will fully cooperate with Paymentus and provide the 5.2 User Adoption Communication by Client informations-required to integrate with Client's billing system. Client will make Paymentus' Services available to its residential and commercial Clients by different means of Client communication including a) 6 Governing Laws through bills, invoices and other notices; b) by providing IVR and Web payment details on the This Agreement shall be governed by the Client's website including a"Pay Now" or similar link laws of the state of Washington. on a mutually agreed prominent place on the web site; c)through Client's general IVR/Phone system;and d) 7 Communications other channels deemed appropriate by the Client. 7.1 Authorized Representative Paymentus shall provide Client with logos, graphics and other marketing materials for Client's use in its Each party shall designate an individual to communications with its users regarding the Services act as a representative for the respective party, with and/or Paymentus. the authority to transmit instructions and receive information. The parties may from time to time designate other individuals or change the individuals. Master Services Agreement—Absorbed Page 4 of 8 100205 121