Paymentus
MASTER SERVICES AGREEMENT
Client: City of Santa Maria (CA)
Client Address :
Contact for Notices to Client: Ricky Hawblitzel
Estimated Yearly Bills I Invoices: 250,000
This Master Services Agreement ("Agreement") is entered into as of the Effective Date below, by and between the Client identified above ("Client") and Paymentus Corpor ation , a Delaware corpo ration ("Paymentus ").
WHEREAS Paymentu s desires to provide and Client desires to receive certain services under the terms and condit ions 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 acknow ledged , the parties , intending to be legally bound, hereby covenant and agree as follows. This Agreement consists of this signature page, General Term s and Conditions, and the schedules listed below :
Schedule A: Paymentus Service Fee Schedule
Schedule B- Paymentu s Service Fee Schedule, Additional Services Schedu le C - Insurance Requirements
This Agreement represents the entire agreement between the parties with respect to its subject matter and supersedes all prior written or oral agreements or understanding s related to its subjec t matter and may be chang ed only by agreements in writing signed by the authorized representative s of the parties.
IN WITNESS WHEREOF , the parties have caused this Agreement to be executed by their duly authorized representatives.
Client
By: --~~~~--~~~~------~-------
Name: (\Ar~~
Title: ~{eefov rof- 6 YtaVtcL
Date: &(2o/r}
Approved to form:
Paymentu s:
By -=~
Name : J~ n=ortocalis
Title: Senior Vice President
Date: June 6 20 19
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ATTACHMENT B
Paymentus
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.
1.2 "Average Bill Amount" shall mean 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 1.4
1.5 1.6
1.7 1.8
"Effective Date" shall be the last date upon
which the parties signed this Agreement.
The Agreement will not be effective against
any party until that date.
"Excess Payment Amount" shall mean 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.
"Fee Assumptions" shall mean information
used to calculate the Paymentus Service
Fee (as defined in Section 3.2.1 }, including
the projected Average Bill Amount, projected
payment method mix (credit vs debit vs e
check) and that the total Payment Amount
processed each month resulting from Non
Qualified Transactions shall not exceed 5%
of the total Payment Amount of all card
Payments processed that month.
"Initial Setup" shall mean the first
personalization and activation of the
standard service as specified during the
implementation process.
"Launch Date" shall be the date on which
Client launches the Services to the. Users.
"Non-Qualified Transactk)~,'~ Slla!l r\:lean (i}
a Payment made with a:car~/g~~~rall~;·. ' . .._,
·• ~ • \ J. •
issued for business u~e ;'l8t_f9s1~tafl :, • f
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Master Services Agreement - l"t' ·. · ::> ":W:; c~.; . •· Confidential & Proprietary -:: ~-;: -~:. ~-~ '1::~:)~:-·<t'. · interchange fees or other processing
charges assessed by a Paymentus
Authorized Processor or card association
that are higher than those charged for
transactions with cards issued for consumer
use; or (ii) a Payment that does not qualify
for reduced interchange fees under
programs that Client may be participating in.
These high-cost cards may include, among
others, corporate cards, virtual cards,
purchase cards, business cards, and travel
and entertainment cards.
1.9 "Payment" shall mean payment by a User
through the Platform for Client's services,
Client's bills, or other amounts owed to
Client.
1.10 "Payment Amount" shall mean the amount
of a Payment.
1.11 "Payment Methods Included" shall mean
credit and debit means of payment, such as
Visa®, MasterCard®, Discover®, E-check
and other payment methods as deemed
necessary by Paymentus.
1.12 1.13
1.14 1.15
"Paymentus Authorized Processor" shall
mean a Paymentus authorized merchant
account provider and payment processing
gateway.
"Reversed or Charged-back
Transactions" shall mean cancelled
transactions due to User error, a User's
challenge to Payment authenticity, or action
by a financial institution or a Paymentus
Authorized Processor (commonly referred to
as ACH or eCheck returns. or crediVdebit
card chargebacks }.
"Services" shall mean the performance of
the payment and related services by
Paymentus as set forth in Section 2 of this
Ag_reement.
"User" shall mean the users of Client's
services.
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Paymentus
2 2.1
Description of Services to be Performed
Scope of Services
Paymentus shall provide Users the opportunity to
make Payments by Payment Methods Included.
Payments may be made by Interactive Telephone
Voice Response System ("IVR") or secure Internet
interface provided at the Paymentus web site or
other websites that are part of Paymentus' Instant
Payment Network ("Websites"), collectively referred
to as the ("System" or "Platform"). Paymentus will be
the exclusive provider to Client of services included
in the Services.
2.2 Professionalism
Paymentus shall perform in a professional manner
all Services required to be performed under this
Agreement.
3 Compensation
3.1 No Fee Installation
Paymentus will charge no fees related to the Initial
Setup of either or both of the Web and IVR
interfaces to its standard service.
3.2.1 Paymentus Service Fee
Paymentus will charge each User or Client a Service
fee for each Payment ("Paymentus Service Fee") as
provided in Schedule A. If so provided in Schedule
A, the Paymentus Service Fee is to be collected in
addition to the corresponding Payment as part of the
transaction.
For each Payment, the Paymentus Service Fee will
be collected and Paymentus will pay the
corresponding processing and related fees of the
Payment Methods Included ("Transaction Fees")
except for fees related to Reversed or Charged-back
Transactions.
A schedule of Paymentus Service Fees is attached
as Schedule A. The Paymentus Service Fee is
based on the Fee Assumptions. Client shall be billed
additional Paymentus Service Fees equal to 3.5% 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 a change is caused by
changes in the card or payment system rules or
changes in credit card fees or if the Fee
Master Services Agreement
Confidential & Proprietary
Assumptions prove to have been materially
incorrect. The amended Service Fee shall take
effect 30 days after written notice to Client.
4 Payment Processing
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. The Paymentus platform is an
independent full service fully hosted platform per
PCI-DSS requirements for a fully hosted solution. 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 from Paymentus to Client, provided however,
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Paymentus
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 Paymentus platform
and its 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.
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
Master Services Agreement
Confidential & Proprietary
integration, the Initial Setup will be considered
complete when a User is able to access the
Paymentus website or IVR 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 no fee 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
For PCI Compliance, Client has two options for
using Paymentus platform:
(i)
(ii)
Paymentus Fully Hosted Solution; or
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 the following channels for
Payment acceptance: Web, Mobile, IVR, POS
devices operated by Client's employees (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
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its own IVR systems or other POS or customer self
service solutions, or a cashiering module from a 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 recognizes that Client systems are
participating in the transactions and are in scope for
PCI compliance. Under those 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, that party is required to be PCI
compliant as the systems are in scope.
4.4 Explicit User Confirmation
Paymentus shall confirm the dollar amount of all
Payments, and when paid by the User, the
corresponding Paymentus Service Fee to be
charged to a card and electronically obtain the
User's approval of the charges prior to initiating card 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 the card
transactions.
4.6 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.
Master Services Agreement
Confidential & Proprietary
4. 7 Settlement
Paymentus together with its authorized card
processor shall forward the payment transactions,
and when paid by User, the corresponding
Paymentus Service Fee to the appropriate card
organizations for settlement (other than the
Paymentus Service Fee) directly to Client's
depository bank account previously designated by
Client (hereinafter the "Client Bank Account"). When
as provided in Schedule A Client pays the
Paymentus Service Fee, Paymentus will invoice
Client and debit the fees from Client's 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 Charged-back Transactions
With respect to all Reversed or Charged-back
Transactions Client authorizes Paymentus and
Paymentus Authorized Processor (and/or the
respective card organizations) to debit the Client
Bank Account for the Payment Amount and
Paymentus shall refund to the card organization for
credit back to the User the corresponding
Paymentus Service Fee, if any.
Paymentus together with Paymentus Authorized
Processor will continuously review its processes for
Reversed or Charged-back 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 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
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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) through
Client's generaiiVR/Phone system; and d) other
channels deemed appropriate by 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 the 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 the Services
outlined in this Agreement, Client shall co-operate
with Paymentus by:
(i) Entering into all applicable merchant
card, cash management, ACH
origination, or kiosk agreements.
(ii) Keeping throughout the duration of
this Agreement a bill payment link
connecting to Paymentus System at
a prominent and mutually agreed
location on Client's website. The
phone number for IVR payments will
also be added to the web site. Client
will also add the IVR payment option
as part of Client's general phone
system.
(iii)
(iv)
(v)
Sharing User Adoption marketing as
described in Section 5.2.
Launching the Service within 30
days of the merchant account setup.
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.
Master Services Agreement
Confidential & Proprietary
(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.
6 Governing Law
This Agreement shall be governed by the laws of the
state of Delaware, without giving effect to any
principles of conflicts of law.
Miscellaneous 7
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 Certified Post or 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/0:
Address:
Email:
To Paymentus
C/0: President and CEO
Address: 13024 Ballantyne Corporate Place
Suite 450
Charlotte, NC 28277
Email: [email protected]
Notices shall be declared to have been given or
received on the date the notice is physically
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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.
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 in this Agreement must be
in writing and signed by the parties 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 for any purpose inconsistent with this
Agreement disclose to any third party or use any
confidential or proprietary non-public information it
has obtained during the procurement process or
during the term of this Agreement about Paymentus'
business, including the terms of this Agreement,
operations, financial condition, technology, systems,
know-how, products, services, suppliers, clients,
marketing data, plans, and models, and personnel
unless required by law. Paymentus will not for any
purpose inconsistent with this 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.
7.8 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'
Master Services Agreement
Confidential & Proprietary
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 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.
8 8.1
8.2 Indemnification
Paymentus Indemnification and Hold
Harmless
To the fullest extent permitted by law,
Paymentus shall indemnify, defend (with
independent counsel approved by the
Client) and hold harmless the Client, and its
directors, officers, and employees from and
against all liabilities (including without
limitation all claims, losses, damages,
penalties, fines, and judgments, associated
investigation and administrative expenses,
and defense costs, including but not limited
to reasonable attorneys' fees, court costs
and costs of alternative dispute resolution)
regardless of nature or type that arise out of,
pertain to, or relate to the negligence,
reckless, or willful misconduct of Paymentus
including its employees. The provisions of
this paragraph survive completion of the
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services or the termination of this contract.
The provisions of this Section are not limited
by the provisions of the Section relating to
insurance. 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 lndemnitees") from and against all third
party 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 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 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, Paymentus shall 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. Paymentus' total liability for
damages for any and all actions associated with this
Agreement or the Services shall in no event exceed
Master Services Agreement
Confidential & Proprietary
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
The term of this Agreement shall commence on the
effective date of this Agreement and continue for a
period of 5 (five) 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 three (3) 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 this
Agreement.
9.2 Material Breach
A material breach of this Agreement shall 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 this
Agreement by providing the other party with a 30
business 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 Client in writing.
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Schedule A- Paymentus Service Fee Schedule (Absorbed Fee) Paymentus Service Fee charged to Client will be based on the following:
Absorbed Fee Model
Average Bill Amount: $170
Paymentus Service Fee per qualified utility rate transaction Credit/Debit Card $1.75 (Visa, MasterCard, Discover utility Program Rate)
--.: ACH/ eCheck $0.75
Paymentus Service Fee per Non-Qualified Transaction: 2.95% Paymentus Service Fee for Reversed or Charged- back Transactions: $9.95 per item Note: Maximum Amount per Payment is $400. Multiple payments may be made.
Paymentus may apply different limits per transactions for user adoption or to mitigate risks.
Master Services Agreement
Confidential & Proprietary
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Schedule 8- Paymentus Service Fee Schedule, Additional Services Paymentus Service Fee charged to Client will be based on the following tables:
Paymentus Solution/Service Paymentus Service Fee
Paymentus Electronic Bill Presentment Set-Up
(Standard e-Bill)
• System Development
$0.00 Annual Fee (Waived)
$0.00 Monthly Hosting Fee (to be
billed monthly)
• System Set Up /Implementation
• File interface with CIS
• System loading fees
• Presentment fees
• Customer email notifications
• 13 month rolling historical e-bill hosting
Paymentus Enterprise Communication Manager (ECM)
Paymentus Enterprise Communications consists of outbound IVR (Integrated Voice Response automated phone messaging), email, and SMS (Short Message Service- Text Messaging).
There is no charge by Paymentus to Client for the infrastructure enabling these services.
The fee to Client is charged on a per use basis, as follows:
o Up to 2000 monthly messages (IVR and Email) per month: No Charge 0 In excess of Allotted Messages per month:
o $0.15 per IVR message
o $0.05 per Email message
D Implementing Client's customization of the outbound message: No Charge o SMS Outbound Message $0.15 per message (Available Upon Request) Master Services Agreement
Confidential & Proprietary
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SCHEDULE C: INSURANCE REQUIREMENTS
Consultant shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder by the Consultant, his/her agents, representatives, or employees. If the Consultant maintains broader coverage and/or higher limits than the minimums shown above, the City requires and shall be entitled to the broader coverage and/or higher limits maintained by the Consultant.
A. Minimum Scope of Insurance
Coverage shall be at least as broad as:
1. Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001 ), including products and completed operations, property damage, bodily injury and personal & advertising injury.
2. Insurance Services Office Business Auto Coverage Form Number CA 00 01 covering any auto (Code 1 ), or if Consultant has no owned autos, covering hired (Code 8) and non-owned autos (Code 9).
3. Workers' Compensation insurance as required by the State of California and Employer's Liability Insurance.
4. Errors and Omissions liability insurance appropriate to the Consultant's profession. Architects' and engineers' coverage is to be endorsed to include contractual liability.
B. Minimum Limits of Insurance
Consultant shall maintain limits no less than:
Master Services Agreement
Confidential & Proprietary
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1. General Liability - $2,000,000 per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this project/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit.
2. Automobile Liability - $1,000,000 per accident for bodily injury and property damage.
3. Workers' Compensation: Statutory limits.
4. Employer's Liability - $1,000,000 per accident for bodily injury or disease.
5. Errors and Omissions Liability- $1,000,000 per occurrence or claim, $2,000,000 aggregate.
C. Self-insured Retentions
Self-insured retentions must be declared to and approved by the City. The City may require the Consultant to purchase coverage with a lower retention or provide proof of ability to pay losses and related investigations, claim administration and defense expenses within the retention.
D. Other Insurance Provisions
The commercial general liability and automobile liability policies are to contain, or be endorsed to contain, the following provisions:
1. The City, its officers, officials, employees and volunteers are to be covered as additional insureds on the CGL policy with respect to Master Services Agreement Page 12 of 14
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liability arising out of work or operations performed by or on behalf of the Consultant including materials, parts or equipment furnished in connection with such work or operations. General liability coverage can be provided in the form or an endorsement to the Consultant's insurance (at least as broad as ISO Form CG 20 10 11 85 or both CG 20 10, CG 20 26, CG 20 33, or CG 20 38 and CG 20 37 forms if later revisions are used).
2. For any claims related to this project, the Consultant's insurance coverage shall be primary insurance coverage at least as broad as ISO CG 20 01 04 13 as respects the City, its officers, officials, employees and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees or volunteers shall be excess of the Consultant's insurance and shall not contribute with it.
3. Each insurance policy required by this clause shall be endorsed to state that coverage shall not be canceled or reduced, except with notice stating the title of this contract to the City. All notices provided pursuant to this Agreement shall be given to the City representative listed for notice in this agreement and shall specify the title of this Agreement. Notice may be given by overnight mail, facsimile with confirmation of receipt, or certified mail with return-receipt requested.
4. Consultant hereby grants to City a waiver of any right to subrogation which any insurer of said Consultant may acquire against the City by virtue of the payment of any loss under such insurance. Consultant agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer.
5. If any of the required policies provide claims-made coverage:
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a. The Retroactive Date must be shown, and must be before the date of the contract or the beginning of contract work.
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b. Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the contract of work.
c. If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a Retroactive Date prior to the contract effective date, the Consultant must purchase "extended reporting" coverage for a minimum of five (5) years after completion of work.
E. Acceptability of Insurers
Insurance is to be placed with insurers with a current A.M. Best's rating of no less than A:VII, unless otherwise acceptable to the City.
F. Verification of Coverage
Consultant shall furnish the City with original certificates and amendatory endorsements of the applicable policy language effecting coverage required by this clause. All certificates and endorsements are to be received and approved by the City before work commences. However, failure to obtain the required documents prior to the work beginning shall not waive the Consultant's obligation to provide them. The City reserves the right to require complete, certified copies of all required insurance policies, including endorsements effecting the coverage required by these specifications at any time.
G. Special Risks or Circumstances
The City reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances.
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