1 THIRD MODIFICATION OF AGREEMENT NO. 4384
This THIRD MODIFICATION of Agreement Number 4384 (“Third Modification”), entered into as of _________________(“Execution Date”), by and between the City of Santa Monica, a municipal corporation (“City”), and Open Counter Enterprises, Inc. (“OpenCounter”) is made with reference to the following:
RECITALS
A. On or about September 13, 2017, City and OpenCounter entered into Software License Agreement Number 4384 (“Original Agreement”) for access by City to certain software-based services provided by OpenCounter and accessed via the Internet and related professional services.
B. On or about September 30, 2020, City and OpenCounter executed a First Modification of the Original Agreement (“First Modification”), which extended City’s access to the OpenCounter Zoning and Business Portals for one additional year through September 30, 2021 and increased the contract price to pay for the additional term.
C. On or about June 30, 2021, City and OpenCounter executed a Second Modification of the Original Agreement (“Second Modification”), which increased the contract price to pay for an additional module and extend the term applicable to the Special Events Portal through September 12, 2022. The Original Agreement, as modified by the First Modification and the Second Modification, is referred to as the Agreement.
D. City and OpenCounter now desire to modify the Agreement to expand its scope for an OpenCounter Online Payments- Paymentus Integration project delivered by OpenCounter at no additional cost to the City on or before September 12, 2022.
TERMS AND CONDITIONS
Now, therefore, the undersigned parties do hereby mutually agree to modify the Agreement as follows:
1. Section 2 of the Agreement entitled “OpenCounter Services” shall be modified by adding the following paragraph:
Additional Services Three. OpenCounter will perform all of the additional services (“Additional Services Three”) described in Exhibit A-3, Scope of Additional Services - Online Payments- Paymentus Integration.
2. Section 18 of the Agreement entitled “Term and Termination; Rights Upon Termination shall be deleted in its entirety and replaced with the following paragraph:
Term. The Term of this Agreement begins on the Execution Date and, with respect to City’s access to both: (1) use of the “Special Events Portal,” and (2) the DocuSign Envelope ID: 429DC756-A846-4B6C-9FC5-B8EC22834DF2 9/20/2021
2 Online Payments- Paymentus Integration project outlined in Additional Services Three, terminates on September 12, 2022, unless terminated earlier as set forth in the Agreement or extended by the parties in writing. Open-Counter and City agree that City’s access to and use of the Zoning and Business Portals will terminate on September 30, 2021, as provided in the First Modification, unless extended by the parties in writing.
3. Exhibit A-3, Scope of Additional Services, and Exhibit B-3 - Budget are attached hereto and incorporated both herein and into the Agreement by reference. Accordingly, Section 23 of the Agreement entitled “Exhibits” shall be modified to read as follows:
23. Exhibits. The following exhibits are incorporated by reference into this Agreement as though fully set forth herein.
Exhibit A Proposal of OpenCounter
Exhibit A-1 Additional Services
Exhibit A-2 Additional Services Two
Exhibit A-3 Additional Services Three
Exhibit B License Fees and Support Services Fees
Exhibit B-2 Budget
Exhibit B-3 Revised Budget
Exhibit C Vendor’s Support Policy as of the Effective Date Exhibit D Insurance Requirements
4. Exhibit B-2 Budget is modified as reflected in Exhibit B-3 Revised Budget to reflect that Additional Services Three will be provided without any additional charge to City. All references to Exhibit B-2 shall refer to Exhibit B-3.
DocuSign Envelope ID: 429DC756-A846-4B6C-9FC5-B8EC22834DF2 3 5. Except as expressly modified by this Third Modification, all other terms and conditions of the Agreement shall be and remain in full force and effect.
IN WITNESS WHEREOF, the parties have executed this THIRD MODIFICATION as of the date and year first written above.
ATTEST:
______________________________
DENISE ANDERSON-WARREN
City Clerk
APPROVED AS TO FORM:
______________________________
LANE DILG
City Attorney
CITY OF SANTA MONICA,
a municipal corporation
By: ______________________________
RICK COLE
City Manager
OpenCounter Corporation
#VENDOR
By: _______________________________
DocuSign Envelope ID: 429DC756-A846-4B6C-9FC5-B8EC22834DF2 George S. Cardona
Interim City Attorney
9/16/2021
Joel Mahoney
Open Counter Enterprises Inc.
9/16/2021
CEO
9/20/2021
Interim City Manager
John Jalili
9/21/2021
Denise Anderson-Warren
City Clerk
4 Exhibit A-3
Scope of Additional Services
OpenCounter agrees to provide the Additional Services described below through September 12, 2022:
See Next Page
DocuSign Envelope ID: 429DC756-A846-4B6C-9FC5-B8EC22834DF2 Santa Monica, California
Statement of Work for
OpenCounter
Online Payments - Paymentus Integration
Version 1.1
DocuSign Envelope ID: 429DC756-A846-4B6C-9FC5-B8EC22834DF2 2 Revision History 4
Document Purpose 5
Contact Information 5
Project Approach 5
Vendor Project Management Responsibilities 6
Client Project Management Responsibilities 6
Scope 6
Guided Checkout Workflow 7
Branding 7
Website Hosting 8
Payment Receipts 8
Business Rules 9
Recurring payments 9
Maximum Payment Amount 9
Tender Type Restrictions 10
Payment Types 10
Payment Processing 10
Integrations 12
Additional Functionality 14
Training 14
Schedule 14
Project Kickoff and Discovery 14
Project Schedule 15
Appendix A: Supported Functionality 17
Appendix B: Additional Functionality 17Appendix C: Integration Assumptions 20 Appendix D: Flat File Integration 21
Lookup File 21
Vendor Responsibilities 21
DocuSign Envelope ID: 429DC756-A846-4B6C-9FC5-B8EC22834DF2 3 Client Responsibilities 21
Field Specifications: 21
Postback 22
Vendor Responsibilities 22
Client Responsibilities 23
File Specifications 23
Appendix E: Project Schedule 20
DocuSign Envelope ID: 429DC756-A846-4B6C-9FC5-B8EC22834DF2 4 Revision History
Date Changes Editor Version Number
2021.03.17 Initial draft MJ 1.0
2021.06.11 Finalize edits MJ 1.1
DocuSign Envelope ID: 429DC756-A846-4B6C-9FC5-B8EC22834DF2 5 THIS STATEMENT OF WORK (this “Statement of Work”) is entered as of the date on which both parties have signed below by and between Open Counter Enterprises, Inc. (“Vendor” or “OpenCounter”) and the City of Santa Monica (“Customer” or “Client” or “client” City”) and is subject to, and made a part of, the Master Services Agreement effective as of [DATE] between Vendor and Customer (the “Agreement”). Capitalized terms used, but not defined, in this Statement of Work have the meanings given such terms in the Agreement.
Document Purpose
The purpose of this document is to establish the scope for an OpenCounter Online Payments project delivered byOpenCounter. This document will be used for any new project, including new implementations and updates to existing implementations.
This document will establish the high level scope of the project. It will be signed at the beginning of the project and will drive all subsequent implementation activities - the project kickoff and the coordination of Vendor project team resources.
Appendix A contains information regarding the supported functionality of our systems. Vendor is not expected to deliver functionality beyond the items listed in Appendix A unless explicitly documented in Appendix B.
Any changes made to this document following the initial approval will require a Change Order.
These changes may result in modifications to project schedule and/or pricing for the project.
CityBase, Inc. (“CityBase”), a Company Affiliate, will provide Third Party Features.
Contact Information
Primary CityBase POC: Name: Jim Murphy
Phone No.: 312 860 8286
Email: [email protected]
Vendor Project Manager Name: Matt Lesiczka
Phone No.: 978 852 5330
Email: [email protected]
Client Decision Maker Name: Joseph Cevetello
Email: [email protected]
Client Technical POC Name:Sreekanth Maddali
Email:[email protected]
Project Approach
Vendor will support online payments for Santa Monica, California.
DocuSign Envelope ID: 429DC756-A846-4B6C-9FC5-B8EC22834DF2 6 Vendor will leverage the Standard Checkout solution to provide a secure, PCI compliant method of payment processing for the City and will route transactions to Paymentus for processing.
Vendor Project Management Responsibilities
Vendor will have a Project Manager assigned to this engagement. The project manager’s roles and responsibilities include:
1. Coordinating the development of the project plan in consultation with Client project manager and team members
2. The timely delivery of items identified as in scope within this Statement of Work
3. Providing Client with timely and detailed descriptions of action items assigned to them throughout the project
4. Advising Client of expected completion dates for items identified in this Statement of Work and in the project plan
5. Advising Client of the impact on expected delivery dates when prerequisite tasks, such as the completion of discovery or approval on documentation, are advanced or delayed
6. Monitoring the progress of the project and advising Client of risks to its on-time completion
7. Coordinating the completion and approval of change orders Client Project Management Responsibilities
1. The timely delivery of items assigned to Client
2. Advising the project team of expected delivery dates for items assigned to Client
3. Ensuring that change orders contain a full specification of the changes required
4. Ensuring that all Client team members have a clear understanding of their responsibilities to the project
5. Coordinating with team members within various departments and vendors at Client
6. Identifying appropriate resources for the project both internally and with third party vendors
Scope
Vendor supports three forms of online payment. Standard, Guided and Profile. The functionality for each type is outlined below.
Standard
Payment
Guided
Payment
Profile
Payment
Collect amount due and line item details via POST from source system
✔
Support one or more line items in payment ✔ ✔ ✔
Collect payment from customer for card or bank ✔ ✔ ✔
DocuSign Envelope ID: 429DC756-A846-4B6C-9FC5-B8EC22834DF2 7 Email receipt to customer ✔ ✔ ✔
Redirect customer after payment ✔ ✔ ✔
Research, Report, Reconcile in Revenue Management ✔ ✔ ✔ Update source system after payment is complete ✔ ✔ ✔
Vendor is Payment Processor or Gateway ✔ ✔ ✔
Look up your balance from a source system, or enter in the amount due
✔
Store Payment Instruments, and demographics for future
payments
✔
AutoPay ✔
Perform lookup to source system to determine amount due ✔ ✔ Payment Workflows Supported x Standard
� Guided
� Profile
Branding
The online payment experience can be branded to meet the client’s branding guidelines. Detailed requirements will be collected during the discovery phase of the project and documented in the Client Branding Worksheet as shown in Appendix G.
Website Hosting
Vendor will host the website within our Amazon Web Services (AWS) infrastructure.
The Vendor platform will use a subdomain supplied by the client, providing a seamless and native payment experience for the client’s customers.
The client is responsible for pointing a DNS record to the CityBase Amazon load balancer that hosts our cloud-based application. This will allow CityBase to use the subdomain for the customers’ interface.
The client will also be required to generate 2 additional CNAME DNS records for the purpose of domain validation, so that CityBase can issue an SSL certificate for the sub domain. CityBase will handle generating and renewing the certificate
Website URL/Subdomain
pay.<yourdomain>.gov
To be determined during discovery
DocuSign Envelope ID: 429DC756-A846-4B6C-9FC5-B8EC22834DF2 8 Payment Receipts
Receipt Type X E-mail
Users will receive a payment receipt for each payment processed. The contents of the receipts are outlined below:
● All receipts:
○ Client name
○ Client business address
○ Transaction date and time
○ Transaction number
○ Account number (masked)
○ Amount paid
○ Authorization number (for credit card payments only)
○ Client Customer support phone number
○ “Reply to” email address for client
○ Client logo and banner colors
■ Header Image
■ Header Color
■ Support Contact
■ Text in footer
Business Rules
There are business rules that can be established in the workflow. These are intended to control what actions end users are able to make in the workflow.
Maximum Payment Amount
The maximum amount that can be paid in one transaction. For example, a maximum of $500 dollars can be made in one transaction. If there is a per transaction limit, please provide it below. � N/A - There are no per transaction limits
Tender Type Per Transaction Limit
Maximum Amount $500,000 – Credit Cards and $1,000,000 for eChecks
Payment Types
� N/A - No changes to existing applications are included DocuSign Envelope ID: 429DC756-A846-4B6C-9FC5-B8EC22834DF2 9 Number of agencies 1
List of obligation types for each agency (water, business permit, parking ticket, etc.)
Permits
Number of CityBase Payment workflows required 0 (payments will be made via Standard Checkout)
Payment Processing
� N/A - Client is already setup for Payments and no changes are needed Tender Types Accepted (check all that apply) x Check (Personal and Business) x Visa / MasterCard / Discover
x American Express
American Express Onboarding � OptBlue
� Client American Express MIDs
x Other: Paymentus
Payment Processor (applies to Credit Card only) � CityBase via Fiserv � CityBase via Chase
x Other: _Paymentus__________
Check Payments � ACH via Chase
� CityBase will generate NACHA
x Other: __Paymentus___________
ACH Return Reporting in Revenue Management
Dashboard
x None
� Displayed via automated bank file
import
Bank Account deposits x Single bank account
� Multiple bank accounts
Fees shown to / paid by Payer - Credit Card � N / A
� Amount: ______ / txn
x Amount: _2.95%_____ %
� Fee is a separate transaction
Fees shown to / paid by Payer - Check x N / A
� Amount: ______ / txn
DocuSign Envelope ID: 429DC756-A846-4B6C-9FC5-B8EC22834DF2 10 � Amount: ______ % ($__ minimum)
Reporting in Revenue Management Dashboard x Standard (see Appendix A) � Enhanced*
* May be subject to additional fees
DocuSign Envelope ID: 429DC756-A846-4B6C-9FC5-B8EC22834DF2 11 Integrations
� N/A - No new or updated integrations are included with this project Number of source system integrations 1
For each source system integration, list the source
system name, lookup method, postback method
Source System:
__Opencounter___________
Lookup:
x None � API
� Flat file
� Other: ___________
Postback:
� None x API
� Flat file
� Other: ___________
Integration Complexity:*
x Low � High
Supported lookup methods* None (Standard Checkout)
Number of financial system integrations (if separate
from the source system)
0 *Complexity for integrations are outlined in Appendix D. If an integration is qualified as low complexity, but the assumptions do not hold true during the implementation, additional fees may be charged.
If there is a material change in the complexity of the integration, or if there are delays to discovery during the project, a minimum fee of $5,000 may be assessed by Vendor, in addition to Professional Services hours required to complete the application integration. Examples of material changes or delays include:
● Changes to the integration complexity, as defined by the assumptions below ● Changes to the integration documentation as outlined in the Statement of Work ● Failure to deliver integration documentation in a timely manner, as outlined in the Discovery phase in the project schedule
● Lack of access to or intermittent issues with the API test environments ● Inability to deliver sample files or API calls to support Vendor integration development in a timely manner, as outlined in the Discovery phase in the project schedule DocuSign Envelope ID: 429DC756-A846-4B6C-9FC5-B8EC22834DF2 12 Additional Functionality
Does this project include functionality beyond what
is outlined in Appendix A of this document?
� Yes (See Appendix B) x No
Training
Vendor’s standard training model is to train the trainers and/or advanced users within the Client organization in all aspects of the applications that are delivered. Training is provided in live training sessions (either in person or remotely), along with user guides and training videos that provide overviews of the product offerings. These guides serve as reference points for Client staff after go-live to specify product features and functionality. Updated guides are provided as new product offerings are made available on the Vendor platform.
Vendor’s Project Manager will determine at which point in the implementation the delivery of training is most appropriate. Vendor provides two one-hour training sessions, both on the same calendar day, to train Client staff. Having received the train-the-trainer training, the Client is responsible for training the Client staff.
Schedule
Project Kickoff and Discovery
Upon contract execution, Vendor will schedule a kickoff meeting. The purpose of the kickoff meeting is to introduce you to the Vendor implementation team that will manage your project and establish clear expectations, next steps and timelines for the project going forward. This kickoff meeting also represents day 1 of the project as indicated in the project plan.
Vendor expects the following attendees from your organization to join the kickoff meetings:
● Finance representatives - the individuals in your organization responsible for your bank accounts and reconciliation
● Technical representatives - the individuals in your organization who manage your source system and/or your billing system vendors
The most important aspect of the project kickoff is to begin the Discovery phase. During Discovery, Vendor expects you, the Client, to provide crucial information needed to implement your kiosks.
CityBase accounts for 2 weeks in our project timeline for you to complete the Discovery documents. If the items below are not completed within this window, your project will be delayed.
Samples of each document are included in the appendices. The documents that must be filled out will be provided to you upon contract signature.
DocuSign Envelope ID: 429DC756-A846-4B6C-9FC5-B8EC22834DF2 13 Your Project Manager, named above, will be responsible for collecting the requested information below. Coordination with your vendors or other internal stakeholders is the responsibility of your project manager.
Deliverable Description
Web Configuration
Worksheet
Specific requirements related to the web page branding, including but not limited to:
● Header logo
● Footer logo
● Favicon
The branding integration worksheet is shown in Appendix G.
Upon receipt of these deliverables, Vendor will review the information provided for accuracy and consistency.
Project Schedule
The project schedule is provided in Appendix E. Dates will be adjusted to reflect the actual SOW execution date at the time of contract signature. Any delays to the Discovery timeline that are caused by the client will impact the project schedule and may have a corresponding cost associated.
Schedule Dependencies � Technical systems changing or upgrading during project
� Project includes replacement of existing vendor
Contract expiration: _______
� Key business dates or dependencies
____Vendor is in the process of building a
PaymentUs integration. That integration will be
leveraged for this project.
DocuSign Envelope ID: 429DC756-A846-4B6C-9FC5-B8EC22834DF2 14 Signature Page
This Statement of Work has been approved by OpenCounter. This document accurately reflects the current understanding of the project scope.
The document is eligible for signature up to 30 days after receipt by the Client. After 30 days, the terms and conditions of this document will need to be revisited.
Following approval of this document, any requested changes or deviations from the scope outlined will be evaluated by Vendor and approved and/or implemented on a case by case basis.
OpenCounter Signature
Name
Title
Date
City of Santa Monica Signature
Name
Title
Date
DocuSign Envelope ID: 429DC756-A846-4B6C-9FC5-B8EC22834DF2 15 Appendix A: Supported Functionality
Lookup Methods Lookups can be performed by any searchable field that is available via integration. Commonly used lookup methods include Account Number, Address, or Phone Number
Clients can choose to require an additional data point as secondary validation.
Lookup search results display data that is directly returned from the source system. The application will not manipulate this data.
Display Account Details Profile will display account details including account number, account balance, and line items totalling the total amount due. Displaying these account details requires that the source system returns the data in the lookup response.
Postback Methods Vendor can perform a real-time post back to the source system.
This is dependent on the source system having an endpoint available and accessible to Vendor.
Flat file reporting of
Transactions
Vendor can provide flat file transaction reports that align with the calendar day or batch cutoff time. Files will include all successful transactions for the reporting period.
Files can be comma or pipe delimited. Files can be posted to a Vendor or Client SFTP.
Receipts Email receipts are available. Customers will only receive one receipt per transaction. The visual layout of receipts cannot be modified.
Clients configuration options include branding for email receipts, showing/hiding specific fields and customizing specific text.
Reporting The following standardized reports are available and included at no cost:
● Revenue Collected
● Last Refresh
● Total Transactions
● Transaction Value and Volume
● Payment Totals and Sources
● All Payments
● Average Transaction Time in Seconds
● Incremental New Users
● Monthly Transactions by Tender
DocuSign Envelope ID: 429DC756-A846-4B6C-9FC5-B8EC22834DF2 16 ● Transactions by Day of Week
● Transactions by Hour
● Chargeback Report - This report is only included if Vendor is the PayFac
● NACHA File Reconciliation Report
Additional reports may be configured and could have an additional cost associated.
Credit Card
Chargebacks
If Vendor is acting as the payment processor, chargeback information will be provided to the client through Revenue Management. Disputing chargebacks is the responsibility of the Client. Chargebacks can be disputed through our Acquiring partner, Fiserv.
If Vendor is not acting as the payment processor, chargebacks are reported on and managed through your processing partner.
Vendor is not involved in the chargeback process.
Recurring payments Vendor recurring payments allow users with profiles to use a stored payment method to automatically process their transactions against their accounts.
Once the payment is attempted, users are provided either a receipt if their payment is successful or an emailed notification if their payment failed.
Notifications (Profile) Users can take a number of actions on their profile. To keep customers up to date on their activity, Vendor sends notifications out to the user for their activity. These notifications include:
● Registration (verify your email address)
● Welcome (your email has been verified)
● Reset password
● Payment receipt
● Autopayment failure
● Card attached to an autopay is about to expire
● Autopay has been turned on
● Autopay has been turned off
● Your password has been changed
● Upcoming autopayment reminder
Note: These notifications are all required when using the Vendor profile offering.
DocuSign Envelope ID: 429DC756-A846-4B6C-9FC5-B8EC22834DF2 17 Appendix B: Additional Functionality
None.
DocuSign Envelope ID: 429DC756-A846-4B6C-9FC5-B8EC22834DF2 18 Appendix C: Integration Assumptions
Below is our framework for estimating development and integration work for the Vendor Platform.
Low-Complexity Integrations Assumptions
● Vendor or client provides integration documentation for the system. Client is responsible for coordinating with the CIS vendor to provide technical specifications for all integration components.
● Sample API calls are provided in an industry standard and acceptable format such as:
○ SOAP API: SOAP UI
○ REST API: Postman
● Lookups and postbacks use:
○ A REST API
■ Sample API calls provided
○ A SOAP API
■ Sample API calls provided
○ A flat file lookup
■ Sample file provided
● No custom business logic is required. The results are displayed as returned from the source system.
○ For example, Vendor receives the amount due for the obligation from the underlying system. No calculation is required to determine the amount paid. ● Source system is Live and unchanging during implementation ● Vendor has access to a test environment for integration development that has all of the same capabilities as production
High-Complexity Integrations Assumptions
● Documentation provided by the County or its vendors is non-standard / is created specifically for this project
● Lookups and postbacks use:
○ DataBase Table query or view
● Vendor must do a translation or transformation of the results ● Source system is not yet live or undergoing an update during Vendor implementation ● There is no test environment available, or the test environment contains a subset of the functionality available in production
DocuSign Envelope ID: 429DC756-A846-4B6C-9FC5-B8EC22834DF2 19 Appendix D: Source System Integration
CityBase will be integrating with Opencounter using a combination of Standard Checkout and the CityBase Payment Response Webhook.
This integration will allow CityBase to process payments and report payment activity back to Opencounter.
The following pages contain the specifications for both integrations.
DocuSign Envelope ID: 429DC756-A846-4B6C-9FC5-B8EC22834DF2 20 Appendix E: Project Schedule
The table below describes the timeline for your project. Once we have reached a signed agreement with you, we will schedule our resources per this timeline and apply them to a Project Schedule and Gantt Chart. That schedule will be reviewed with you in the Project Kickoff meeting. We have also attached a Work Breakdown Structure to specify the tasks associated with each phase of your project.
Phase Duration Description
Kickoff Within 2 weeks Upon execution, we will work with your team to schedule a project kickoff meeting.
Discovery:
Client
Deliverables
submitted
2 Weeks As mentioned above, the first part of Discovery requires a list of deliverables from the client where we finalize the requirements for your solution and gather the remaining information we need. Our schedule assumes that this
information is provided within 2 weeks of the Project
Kickoff.
Discovery:
Approve
Deliverables
2 Weeks Upon receiving Client Deliverables, Vendor will review those deliverables and work with you to resolve any issues or open items.
Waiting for
Build
Variable We will not start to build your solution until Discovery is complete. Since we have many projects happening in
parallel we cannot always guarantee that the build will start immediately following the completion of Discovery.
Once you sign an agreement, your spot in the build
schedule will be reserved and will be dependent on
Discovery completing within the 4 week timeline described above. Your Project Manager will work with you to ensure you remain on target for these timelines.
Build / Test 2 weeks Once we have started the Build process, we estimate 5 weeks to build and test your solution before making it
available in a test environment
Go Live Go Live will happen upon the completion of successful UAT.
Total to GoLive10 weeks
Project
Closeout
2 weeks Following a successful Go-Live, we will close out the project and transition you to our Customer Support and
Engagement Teams.
DocuSign Envelope ID: 429DC756-A846-4B6C-9FC5-B8EC22834DF2 21 Appendix F: Source System Integration Worksheet
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DocuSign Envelope ID: 429DC756-A846-4B6C-9FC5-B8EC22834DF2 22 Appendix G: Web Configuration Worksheet
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DocuSign Envelope ID: 429DC756-A846-4B6C-9FC5-B8EC22834DF2 1 Exhibit B-3
Budget
OpenCounter will provide the Additional Services Three to implement and complete the Online Payments - Paymentus Integration project described in Exhibit A3 for no additional fee. The total compensation paid to OpenCounter under the Agreement and this Third Modification shall not exceed $230,100.
DocuSign Envelope ID: 429DC756-A846-4B6C-9FC5-B8EC22834DF2