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Agenda Item Review Form
Muskegon City Commission
Commission Meeting Date: October 14, 2025 Title: DivDat Payment Kiosk Contract
Submitted by: Sarah Wilson, City Treasurer Department: Treasury
Brief Summary:
In December of 2024, we entered into a contract with Diversified Data Processing & Consulting, Inc.
(DivDat) to provide a payment kiosk that can be utilized to pay utility bills and property tax bills when
City Hall is closed. Because there was no cost to the City, the City Manager was able to sign a one-
year contract. Although the contract has an automatical renewal each year, we are looking for City
Commission approval to continue this contract beyond December of 2025, when the initial year
ends.
Detailed Summary & Background:
In December of 2024, we were able to negotiate a contract with DivDat that allowed the City to
place a payment kiosk at City Hall that could be used to pay water/sewer bills, as well as property
tax bills. The kiosk is available just inside the entrance off of Walton Avenue, and is available around
the clock. Payments can be made using cash, check or credit card, and the only fee charged is a
2.49% processing fee charged to the customer, should they choose to pay by credit card. Payments
made by cash or check are fee-free to both the customer and the City.
We were able to enter into the contract with no costs due to allowing the kiosk to be placed at City
Hall and allowing it to accept DTE utility payments as well as City payments. We had a very short
time frame to get this in place, so the initial contract was signed by the City Manager in December of
2024. It fell within his authority to do so, as the contract lasted for one year, and there was no cost to
the City. Now we are asking for Commission approval to continue the contract with DivDat, and to
allow the contract to automatically renew each year. There is a clause that allows us to exit the
contract with 30 days notice should we have a need to do so. The contract was reviewed and
approved by legal counsel in December of 2024, and no changes have been made since the initial
contract was signed.
To this point, we have found that DivDat has been very easy to work with, and we haven't
experienced any problems with the kiosk. DivDat also has created a mobile app that our customers
can use to pay their bills from their smart phones, again with no cost other than a credit card
processing fee.
Goal/Action ltem:
2027 Goal 4: Financial Infrastructure
Is this a repeat item?:
Explain what change has been made fo justify bringing it back to Commission:
Amount Requested: Budgeted Item:
N/A Yes No N/A Xx
Fund(s) or Account(s): Budget Amendment Needed:
N/A Yes No N/A |X
Recommended Motion:
| move to approve the contract with DivDat for the bill payment kiosk with automatic renewal each
year as presented.
Approvals: Name the Policy/Ordinance Followed:
Immediate Division X Sustainability in financial practices and
Head infrastructure
Information xX
Technology
Other Division Heads
Communication
Legal Review X
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DIVDAT
MASTER SERVICES AGREEMENT
This Master Services Agreement (“Agreement”) is made and effective as of December 12, 2024, (the “Effective Date”)
between City of Muskegon, Michigan (“Customer”) located at 933 Terrace Street, Muskegon, MI 49440 and Diversified
Data Processing & Consulting, Inc., (“DivDat”), a Michigan corporation. The Parties agree as follows:
1. SERVICES AND LICENSE
(a) Services. DivDat will provide to Customer one or more Statements of Work (each, an “SOW”), which will set forth
all pertinent data and expectations relating to DivDat’s performance under this Agreement (the “Services”). DivDat is
not required to provide any Services not set forth ina SOW. To the extent any conflict exists between the terms of this
Agreement and any SOW, this Agreement controls, unless the SOW specifically references this Agreement and the
intention to override this Agreement. Each SOW will be subject to and incorporated into the terms and conditions of
this Agreement. Any provisions of any document submitted by Customer that are in addition to or in conflict with this
Agreement shall be void.
The Services may include, but are not necessarily limited to, (i) DivDat providing hardware that may be necessary to
perform certain Services, including but not limited to DivDat Bill Payment Kiosks (“Payment Kiosks”) (collectively,
“Egquipment”); and (ii) DivDat providing commercially available computer programs, and any related updates, to
operate the Equipment (“Software”), The Software and Equipment are collectively referred to as the “System.” DivDat
may also provide access to the Services through the DivDat Websites (the “Website”), Nothing in this Agreement shall
prohibit or otherwise limit DivDat’s right to use independent contractors to perform the Services or meet its obligations
under this Agreement.
(b) License. In consideration of payment by Customer of any fees set forth in the Fee Schedule when they become due,
DivDat grants to Customer, subject to the use restrictions set forth in this Agreement and any SOW, a nontransferable,
nonexclusive, non-sublicensable, limited license to access and use the System and any operator and user manuals,
training materials, technical materials, and other materials provided by DivDat (the “License”), The License is granted
solely for the purpose of operating the System. The License terminates on the expiration or termination of this
Agreement, Customer acknowledges that the License transfers neither title nor proprietary rights of any kind to
Customer.
2. FEES AND PAYMENT: Fees wil! be due from the Customer in the amount and on the schedule specified on the
scheduled attached hereto as Exhibit A (the “Fee Schedule”) or in any SOW, as applicable. All invoices are due within
thirty (30) days from the date of DivDat’s invoice and must be paid by check or ACH to DivDat at the following address:
DivDat
2111 Woodward Avenue, Suite 702
Detroit, MI 48201 ‘
For purposes of this paragraph, Customer is deemed to have received DivDat’s invoice immediately if such invoice is sent
electronically, or if sent by regular mail, three (3) days following such mailing’s post-mark date. Customer is responsible
for reviewing every invoice. Customer must inform DivDat in writing of any purported error in any invoice within thirty
(30) days after the error first appears on the invoice. If Customer fails to inform DivDat of such error in writing within
thirty (30) days, DivDat is not be liable to Customer for such error, and Customer must pay the invoice as submitted.
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Any late payment will accrue interest at the lesser of 1.5% per month or the maximum interest rate allowable under
applicable law. All amounts payable to DivDat are exclusive of any tax, levy, or similar governmental charge that may be
assessed by any jurisdiction, whether based on gross revenue, the delivery, possession, ot use of the Services, or otherwise.
Customer will be responsible for payment of all such taxes. Unless otherwise stated, any fees attributable to Services beyond
those specified set forth in in a SOW will be determined on a time and materials basis and paid monthly at DivDat’s then-
applicable rates.
3. CUSTOMER’S OBLIGATIONS AND AUTHORIZATION
(a) Authorization to Use Information, Customer hereby authorizes DivDat to use, reproduce, store, process, transmit’
and display, as part of the Services, any information and content (collectively, “Customer Content”) that Customer may
provide to DivDat, including without limitation, the right to publicly display Customer Content on any kiosk screens.
Customer represents and warrants that, with respect to Customer Content: (i) Customer owns or has sufficient rights in
and to the Customer Content to authorize DivDat to perform all of its obligations under this Agreement with respect
thereto and that may be required for Customer’s, DivDat’s, and any Customer-designated third-patty’s use of the
Customer Content; (ii) Customer’s, DivDat’s, or any Customer-designated third-party’s use or delivery of such
Customer Content will not violate the copyright, trade secret, trademark, or other proprietary rights (including, without
limitation, any privacy rights) of any party; (iii) Customer’s, DivDat’s, or any Customer-designated third-party’s use or
delivery of such Customer Content will not violate any applicable law or regulation, and (iv) Customer’s execution and
performance of this Agreement will not violate any other agreement to which Customer is a party.
(b) Misuse. In no event may Customer or Customer-designated third-party post material on the Website or the System
or use the Services in any manner that does or is likely to (i) violate applicable laws or regulations, (ii) violate any right
of privacy or publicity, (iii) violate any non-disclosure or confidentiality obligation, (iv) be libelous, obscene, harassing,
or offensive, (v) violate or infringe upon the rights of any third party, or (vi) violate the Customer’s obligations under
this Agreement. Should Customer or Customer-designated third party violate this paragraph, then, in addition to any
other rights or remedies that DivDat may have, DivDat may, at its option, (3) remove the objectionable material or
activity from the Website, the System, or the Services and/or (ii) terminate Customer’s rights to continue to use the
Website and the Services.
(c) Marketing. Customer must: (i) develop and implement a marketing program to drive adoption of the use of DivDat
services by its customers, including but not limited to posting information on Customer’s website and signage, including
information on bill inserts, enclosures, and billing statement messages, issuing a press release, and posting information
on social media where appropriate; (ii) create product descriptions, graphics, and other materials for communicating the
benefits and features of DivDat services in connection with the Customer’s marketing efforts; (iii) for as long as this
Agreement is effective, allow DivDat to display Customer’s name or logo on the Website, in presentations, and in other
marketing materials, including use of the existence of this Agreement and the nature of the parties’ relationship for
purposes of marketing DivDat Services; (iv) provide written or verbal reference for DivDat’s use in its sales and
marketing efforts; and (v) where applicable, promote the DKN as a payment option through all of Customer’s
communication channels and at direct cashier window payments. Customer agrees to allow DivDat to display the
appropriate biller’s logo on DivDat presentations (including Customer’s logo) and other marketing materials, so long
as it complies with Customer’s graphics and marketing standards, for the purpose of obtaining multiple billers on the
DivDat Kiosk Network. Customer must provide DivDat with an electronic copy of its organizational identity/graphic
standards within five (5) days of the Effective Date of this Agreement. If the Customer does not have a formal graphics
program, it must provide a logo sample, PMS colors, and identity recommendations, Subject to an applicable SOW,
DivDat may, at its discretion, assist Customer with promotion and public relations. Customer will participate in a press
release announcing the Services and the parties’ participation in the Services within thirty (30) days from the Effective
Date of this Agreement.
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(d) DivDat Kiosk Network, Payment Kiosks will carry DivDat Kiosk Network branding identification and must be
referenced as the DivDat Kiosk Network (“DKN”). Customer acknowledges that DivDat may use the Equipment
including the Payment Kiosk and associated TV Monitors (both within the kiosk and attached thereto), for messaging,
marketing, and advertising of the DKN. DivDat Customers on the DKN will be afforded opportunities for unpaid
messaging, which may be subject to modification and updates as deemed appropriate by DivDat.
(e) Advertising Approval, DivDat will submit to Customer all advertising, written sales promotions, press releases,
and other public announcements in which the Customer’s name or trademarks appear for its prior review and approval,
which approval will not be unreasonably withheld or delayed,
4, DIVDAT’S RIGHTS AND RESPONSIBILITIES
(a) Use of Information. DivDat may post, or arrange for a third-party to post or atrange, information and content on
the Equipment, including the Payment Kiosk and associated TV Monitors (both within the kiosk and attached thereto).
DivDat may also refer fo links to third-party web sites to provide Services. Customer acknowledges and agrees that
DivDat is not responsible for (i) the content, accuracy, or information collection, use, or disclosure practices of third-
party web sites, or (ii) errors, viruses, system failures, or other defects or damage that result from Customer’s use of
such web sites,
(b) Information Accuracy. Customer is solely responsible for the accuracy, completeness, and currency of any
information, data, or material it provides to DivDat in connection with the Services. In the event Customer notifies
DivDat that such information is inaccurate, incomplete, or improper, DivDat will take commercially reasonable steps
to correct the same.
5. WARRANTIES AND REMEDIES
(a) DivDat’s Representations and Warranties, DivDat makes the following representations and warranties as to any
means and any and all computer-related components and systems (collectively “Technology”) that it may provide under
this Agreement: (i) all Technology provided under this Agreement will perform according to the specifications and
representations set forth in the applicable SOW; (ii) DivDat will use commercially reasonable efforts to correct all errors
in the DKN provided under this Agreement so that the Technology will perform according to DivDat’s specifications;
(iii) the Technology is free of any software, programs, or routines, commonly known as “disabling code,” that are
designed to cause such Technology to be destroyed, damaged, or otherwise made inoperable in the course of the use of
the Technology; and (iv) to DivDat’s actual knowledge, any Technology containing computer code and provided under
this Agreement is free of any known or reasonably discoverable viruses. Further, DivDat represents and warrants that
it has the full right and power to grant Customer the License pursuant to this Agreement.
(b) Customer Acknowledgment. Customer acknowledges that (i) the Services may not satisfy all of Customer’s
requirements, and (ii) the use of the Services may not be uninterrupted or error-free. DivDat is not responsible for any
Internet-related failures or any interruptions or other shortcomings that occur as the result of any failure by DivDat or
Customer’s Internet service provider or for any events beyond DivDat’s control, including all Force Majeure events set
forth herein. Customer further acknowledges that the fees and the other charges contemplated under this Agreement are
based on the warranty, disclaimers, and limitation of liability specified in this Agreement and that such charges would
be substantially higher if any of these provisions were unenforceable,
(c) Remedies. In case of breach of warranty, DivDat or its representative will endeavor to correct or reperform the
defective service, or if correction or reperformance is not practical in DivDat’s reasonable judgment, DivDat may
terminate its obligation to perform the Services and refund to Customer the amount actually paid to DivDat for the
defective service,
(d) Disclaimer. Except as expressly stated in this Agreement, any and all warranties, conditions, representations, or
other promises regarding or related to the Website, the System, or the Services, whether express or implied, and whether
arising by law, custom, or statement by DivDat or its agents (including but not limited to any warranty of
merchantability, fitness for a particular purposes, or non-infringement), are hereby disclaimed and of no force or effect,
6, INDEMNITY
(a) Indemnity by DivDat. Ifan action is brought against Customer claiming that the System, the DKN, or any Services
infringe a valid patent, copyright, or trade secret, DivDat will defend Customer at DivDat’s expense and, subjéct to the
terms of this Agreement, pay damages and costs finally awarded after all appeals against Customer in such an
infringement action, but only if: (i) Customer notifies DivDat promptly on learning that the claim might be asserted, (ii)
DivDat has sole contro! over the defense of the claim and any negotiation for its settlement or compromise, and (ili)
Customer fully cooperates with DivDat in its defense or settlement of the claim.
(b) Opportunity to Cure. Ifa claim described in Section 6(a) may be or has been asserted, Customer will permit
DivDat, at DivDat’s option, to: (i) procure any rights necessary to resolve such a claim, (ii) replace or modify the
Services to eliminate the infringement, or (iii) terminate this Agreement,
(c) Limitation. DivDat has no indemnity obligation to Customer under Sections 6(a) or 6(b) if an infringement claim
results from information provided by Customer to DivDat. These Sections 6(a), 6(b), and 6(c) set forth Customer’s
exclusive remedy and DivDat’s sole liability in connection with any infringement claim,
7, DAMAGES LIMITATION: Under no circumstances wil! DivDat or its related entities be liable for any consequential,
indirect, special, punitive, or incidental damages, or lost profits, whether foreseeable or unforeseeable, based on Customer's
claims (including but not limited to claims for loss of data, loss of goodwill, use of money, use of customer’s information
and data, interruption in use or availability of data, stoppage of other work, or impairment of other assets) arising out of
breach or failure of an express or implied warranty,
8, INTELLECTUAL PROPERTY
(a) Intellectual Property Ownership.
Customer acknowledges that all copyrights, patents, trade secrets, trademarks, service marks, trade names, industrial
designs, discoveries, inventions (whether patented or not), developments, or other proprietary and/or intellectual
property as defined or recognized by the laws of any country or state, created by DivDat (collectively, DivDat’s
“Intellectual Property”) are and will be the exclusive property of DivDat. Customer further acknowledges that nothing
in this Agreement in any way limits DivDat’s ability to use and reuse its Intellectual Property.
(b) No Copying. Customer may not copy, modify, market, or distribute the System or charge fees for use of the System
without DivDat’s prior written consent, Customer may not disassemble, decompile, reverse engineer, or otherwise
examine the code associated with the Software or Equipment, nor may it authorize or assist any third party to do so.
9, CONFIDENTIAL INFORMATION
(a) Confidentiality. The Parties acknowledge that each Party may have access to certain information the other Party
considers to be confidential, and/or a trade secret, including, but not limited to, preexisting proprietary materials,
technical know-how, technical specifications, software code, manners of conducting business and operations, strategic
business plans, systems, results of testing, financial information, customer lists and other information about customers,
product information, concepts, compilations of data, and system access credentials (“Confidential Information”).
Confidential Information does not include any information, technical data, or know-how that: (i) is generally available
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to the public before its disclosure; (ii) is known to the receiving party before the disclosure thereof; (iii) through no fault
of receiving party, becomes available to the public after the disclosure thereof; (iv) is disclosed to the receiving party
by a third party having a bona fide right to do so; (v) is developed by the receiving party without use of the Confidential
Information; or (vi) is required to be disclosed by applicable law or court order. Neither Party will use the other’s
Confidential Information for the benefit of a third party or for any purpose other than as necessary to effectuate this
Agreement. Each Party: (a) will maintain the confidentiality of the other’s Confidential Information in the same manner
in which it protects its own Confidential Information, but in no event will either Party take less than reasonable
precautions to prevent the unauthorized use of, access to, or disclosure of the Confidential Information; and (b) is
authorized to disclose or allow access to the other’s Confidential Information only to its employees, agents, contractors,
consultants, auditors, and authorized subcontractors on a need to know basis, provided that all such agents, contractors,
consultants, auditors, and subcontractors have written confidentiality obligations at least as restrictive as those in this
Agreement. Neither party may export, disseminate, or otherwise transfer, in writing, orally and/or electronically, the
other Party’s Confidential Information outside of the United States. Customer agrees that nothing in this Agreement
prevents DivDat from using or disclosing anonymous, aggregate, statistical information, whether or not such
information is generated from Customer’s data,
(b) Unauthorized Use or Disclosure. The parties acknowledge that any unauthorized use or disclosure of the _-
disclosing party’s Confidential Information may cause irreparable damage tothe: disclosing party. If an unauthorized
use or disclosure occurs, the receiving party will immediately notify the disclosing party and take, at its expense, all
steps necessary to recover the disclosing party’s Confidential Information and to prevent its subsequent unauthorized
use of dissemination, including availing itself of actions for seizure and injunctive relief. If the receiving party fails to
take these steps in a timely and adequate manner, the disclosing party may take them at the receiving party’s expense,
and the receiving party will provide the disclosing patty with its reasonable cooperation in such actions that the
disclosing party may request.
10 DATA PRIVACY AND SECURITY:
(a) Data Priyacy, The Parties acknowledge that the information provided by Customer and the Services provided by
DivDat may be subject to various data-privacy laws and regulations, including but not limited to the Fair Credit
Reporting Act, the Fair and Accurate Credit Transactions Act, the Gramm-Leach-Bliley Act, the California Consumer
Privacy Act, the Virginia Consumer Data Protection Act, and others, The Parties agree that, where applicable, Customer
is the Controller (or its equivalent) of any Personal Data and DivDat is the Processor (or its equivalent) of such data,
except where Customer acts as a Processor of such data, in which case DivDat is a Sub-processor (or its equivalent),
The subject-matter and duration of any processing performed by DivDat; the nature and purpose of any such processing;
and the type of Personal Data collected will be determined by Customer. Customer is solely responsible for securing
any consent that may be necessary for the storage, processing, or use of such Personal Data. DivDat will only use such
Personal Data for the purposes set forth in this Agreement or any applicable SOW or as permissible under applicable
privacy law(s).
(b) DivDat Sceurity, DivDat uses industry-standard technical, management, and operational controls designed to help
secure information within the DIN from unauthorized disclosure (“Security Standards”). Notwithstanding the
foregoing, Customer acknowledges and agrees that (i) no computer, network, storage, or other security is risk free or
impenetrable, (ii) other than in connection of DivDat’s breach of the Security Standards, DivDat is not responsible for
any unauthorized access to or the destruction of any data, and (iii) the use of the Services will not be uninterrupted or
error-free,
(c) Customer Security, In connection with Customer’s use of the System, Customer will use its best efforts: (a) to
maintain the security of the System and any data that it directly or indirectly submits to the System, or authorizes or
requests others to submit to the System; (b) to ensure that all data submitted to the System is free from viruses, malicious
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code, adware, spyware, or similar programming (collectively, “Malware”); and (c) to ensure
that any Customer software
of computer system that connects in any way to the DIN is secure and free from Malware.
(d) Data Transmissions, The Parties agree that any and all transmission or exchange of data through the DKN must
take place via secure means, e.g. HTTPS, FTPS, SFTP, or equivalent means, All servers, storage, backups,
and network
paths used in the delivery, storage, or transmission of the data to be used pursuant to this Agreement or
any applicable
SOW must be contained within the United States, unless specifically agreed to in writing by the Parties.
(e) Incident Notification and Procedures. Customer will immediately (and in no case longer than
24 hours) notify
DivDat of any actual or suspected breach of confidentiality, privacy, or security (including the introduction
of any
Malware) (collectively, a “Security Incident”) that may reasonably affect DivDat data, the DivDat System,
or the
DKN. Client will provide DivDat with a detailed, written report regarding the extent of the Security
Incident, the status
of remediation efforts, and other relevant details related thereto. Client must immediately institute appropriate
controls
to maintain and preserve all electronic evidence relating to the Security Incident in accordance
with industry best
practices, Further, Customer must, at its own cost: (i) provide all necessary assistance to DivDat to
minimize the effects
of the Security Incident on DivDat’s systems; (ii) promptly take steps necessary to eliminate any Malware
from the
affected system or network and prevent re-introduction of such Malware; (ili) certify, in writing, that
the Security
Incident has been fully resolved and that any related Malware has been removed from Customer’s systems; and (iv) if
the Security Incident results in a loss of data or has a negative impact on the operation of the DivDat’s system, work
with DivDat to mitigate the loss, restore the data, and ensure the operation of the affected system,
11. TERM AND TERMINATION
(a) Term and Termination, This Agreement will be effective on the Effective Date hereof and will
remain in effect
for a period of one (1) year (the “Initial Term”), Either party may terminate this agreement for convenience
by providing
written notice of termination to other party at least 30 days in advance of such intended termination. This Agreement
will automatically renew for additional one (1) year periods (an “Additional Term”) unless either party gives written
notice of termination to the other not less than thirty (30) days prior to the end of the Initial Term
or any Additional
Term, If either party is in material breach of this Agreement, the non-breaching party may terminate
this Agreement
on thirty (30) days’ notice, provided that the breaching party shall have thirty (30) days to cure
any such breach.
Notwithstanding anything in this Agreement to the contrary, if an invoice or payment due to DivDat is more than
ten
(10) days delinquent, DivDat may, in its sole and absolute discretion, suspend the Services, terminate the Services,
or
terminate this Agreement.
(b) Change in Law or Insolvency. DivDat reserves the right to terminate this Agreement upon thirty (30) days’
advance notice to Customer if'a change in any applicable law or regulation affects or impacts DivDat’s ability
to provide
the Services. DivDat further reserves the right to terminate this Agreement immediately if either party becomes
insolvent or enters into bankruptcy or any other proceeding or state that relates to insolvency or protection
of creditors?
rights,
(c) Effect of Termination, On termination of this Agreement for any reason, all rights granted to Customer hereunder
will cease, all applicable SOWs wil! be terminated, and Customer will return to DivDat, to the extent possible,
any
materials or information provided to Customer during the term of this Agreement. To the extent possible, the provisions
that should, by their nature, survive termination of this Agreement will survive the termination of this Agreement.
(d) Termination Assistance, At Customer’s request, DivDat will provide reasonable transition assistance to Customer
on the termination or expiration of this Agreement, at DivDat’s then-current standard rates.
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12, LOCATION OF AND ACCESS TO EQUIPMENT:
(a) Equipment Location, Customer agrees to provide a proper place for Payment Kiosk(s) if required in any SOW,
which placement is subject to the approval of DivDat. Customer will provide (a) access to the installation location, (b)
adequate and appropriate electrical and other services for the successful operation of such equipment, and (c) if placed
outdoors, appropriate weather protection for the Payment Kiosks and any customers who may use the Payment Kiosk(s),
all at no charge to DivDat. DivDat will riot be responsible for any damage to any installation location selected by
Customer,
(b) Equipment Access, Customer agrees to provide DivDat and its representatives, including but not limited to
maintenance personnel and cash collection personnel, with immediate access to Payment Kiosks during normal business
hours. Customer also agrees that to the extent a Payment Kiosk at a Customer location is not accessible during normal
business hours, Customer will provide DivDat with access to any such Payment Kiosk(s) on DivDat’s request.
13. FORCE MAJEURE: No failure or delay in performance of this Agreement, by either Party, shall be deemed to be a
breach thereof when such failure or delay is caused by a force majeure event including, but not limited to, any Act of God,
strikes, lockouts, wars, acts of terrorism, riots, epidemics, pandemics, explosions, sabotage, breakage or accident to
equipment, the binding order of any court or governmental authority, or any other cause, whether of the kind herein
enumerated or otherwise, not within the control of a Party.
14. MISCELLANEOUS
(a) Entire Agreement, This Agreement and any related SOWs contain the entire agreement between the Parties, and
all prior negotiations and agreements are merged into this Agreement. Neither Party nor their agents have made any
representations except those expressly set forth in this Agreement, and no rights or remedies are, or shall be, acquired
by implication or otherwise unless expressly set forth in this Agreement or a SOW.
(b) Independent Relationship. The relationship between DivDat and Customer is that of independent contractors, and
no liability or benefits arising out of or related to a contract for hire or employer/empfoyee relationship will arise or
accrue to either Party or either Party’s agent, subcontractor, or employee as a result of the performance of this
Agreement. No relationship other than that of independent contractors, including joint ventures, employer-employee,
partners, or principal-agent shall be implied between the Parties or between either Party’s agents, employees, or
subcontractors. Neither Party’s personnel will be entitled to participate in any employee fringe benefit of the other
Party, including health insurance, dental insurance, paid vacation, or other benefits.
(c) No Waiver. Neither Party shall be deemed to have waived any of its rights under this Agreement unless such waiver
is in writing and signed by the waiving Party.
(d) Assignment, Neither Party may assign their rights or obligations under this Agreement without the prior written
consent of the other Party except that: (a) Customer may assign its rights under this Agreement to an entity or affiliate
wholly-owned by Customer; and (b) DivDat may assign its rights and obligations under this Agreement (i) to any entity
that succeeds to or acquires, in whole or in part, DivDat’s operations or all or substantially all of DivDat’s assets; or (ii)
to an entity or affiliate wholly-owned by DivDat. DivDat may withhold its consent to Customer’s assignment in its
sole discretion. If assignment is permitted hereunder, any such assigned rights and obligations of the Parties will inure
to the benefit of and be binding upon their respective successors and permitted assigns.
(e) Choice of Law and Forum, This Agreement will be governed by and interpreted in accordance with the laws of
the State of Michigan. The Parties agree, consent, and submit to the exclusive jurisdiction of the Muskegon County
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Circuit Court and the U.S, District Court for the Eastern District of Michigan for any action arising out of this
Agreement,
(f) Severability. If any provision of this Agreement is held to be unenforceable, in whole or in part, such holding will
not affect the validity of the other provisions of this Agreement.
(g) Arbitration. Any controversy or claim arising out of or relating to this contract, or breach thereof, must be settled
by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration
Rules, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof,
By signing below, the parties agree to the terms and conditions of this Agreement.
DivDat Silty of Muskegon, Michigan
Signature: Che. Oo De-tA4, Signature: \CS Fe
Name: arson A Bter £ he Name: LW deathon Sarl ably
Title: CEO Title: ( el
Date: —1[% [aeas Date: “Dec, Us, Pace Mag
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EXHIBIT A — Fee Schedule
Pricing and Service Fees:
Each Data Integration will be quoted separately.
Technology Integration fee one-time charge for Water and Tax Payments: waived.
Kiosk Network Access: Waived
Optional Requested Kiosk: Waived
Kiosk Transaction Fees: Waived in consideration of placing kiosk on City property for DTE payments.
Merchant accounts:
All payment services require Customer to establish merchant account(s) through a DivDat approved third party processor
for credit cards and ach (echeck) transactions.
ACH Fees are waived
Customer hereby authorizes DivDat to add and collect a 2.49% transaction fee to the transaction amount paid by
Users making Water orTax payments to the Customer via DivDat services.
DIVDAT KIOSK NETWORK
Statement of Work
This Statement of Work ("SOW") entered into between City of Muskegon, Michigan (“Customer”) and DivDat ("DivDat’), sets forth the
Services to be provided by DivDat pursuant to the terms stated herein and is governed by the Master Services Agreement ("MSA")
between the Partles dated December 12, 2024. Capitalized terms not defined herein shall have the meanings set forth in the MSA.
1. GENERAL SCOPE:
DivDat operates Payment Kiosks through the DKN that allow members of the general public ("Consumers") to pay bills
associated with multiple billers ("DivDat Customers’), provided that such DivDat Customers are integrated with the DKN. DivDat
also provides payment options for Consumers through web-based (‘WebPay App") and mobile applications (“Mobile App") and
through traditional point-of-sale ("POS") solutions.
The main features of the DKN include:
a. DivDat owns the Payment Kiosks and places them in multiple locations, including retail locations, communily centers
and on the premises of DivDat Customers. Electrical power for the Payment Kiosks Is maintained by the owner of the
site location. Telecommunication with the Payment Kiosks may be wired, wireless, or a combination thereof. The
Payment Kiosks support interaction in multiple languages. DivDat may add languages as necessary to support
consumers.
Payment Kiosks accept cash (U.S. paper currency only), credit cards (based on merchant configuration), and debit
cards processed as credit cards. The Payment Kiosks also allow consumers to scan a personal check to capture
account information to initiate an ACH transaction.
Payment Kiosks may vary in manufacture and physical appearance; however, every Payment Kiosk will be equipped
with touch-screen consumer Interface, cash acceptor, receipt printer, bar code scanner, credit card reader, check code
line reader, video topper, and internal safe with ATM-style lock. Payment Kiosks and their components are not optional
and are configured to work with the DivDat Software.
DivDat maintains electronic communication with Payment Kiosks.
DivDat will maintain site agreements with owners of all sites at which the Payment Kiosks are placed,
The main features of the WebPay App include:
Web Based Consumer Payment Portal
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Mobile Responsive Design for Smaller Phone Screens
No Consumer Account Setup Required
Standardized, Fast and Simple Payment Workflow
Payment Workflow Similar to Kiosk & Mobile App
Accept Credit Cards, PIN-less Debit Cards & Personal/Business Checks
Industry Standard Payment Rules; Overpay, Underpay, Fixed Value, Restrictions, etc.
Paper Checks Convert into ACH Payments
Multiple Search Options to Find Customer, Account or Statement Records
Display Account & Payment Details in Real-Time or Daily Batch
Post Payment Information in Real-Time or Daily Batch
Send Daily Remittance Files or Payment Summary Emails to Treasury and Operations Teams
Email or Text Message Receipt Options
The main features of the Mobile App include:
Native iOS & Android Version
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Consumers Establish Access with Mobile Phone Number
Consumers Can Setup Multiple Billers on DKN Network
Consumer Information is Cloud Based for Quick Access
Accepts Credit Cards, PIN-less Debit Cards, Personal/Business Checks
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Scan Credit Card or Paper Check for Convenience
Paper Checks Convert into ACH Payments
Scannable QR Code for Account Access at a Kiosk
Historical Payment Receipts Viewable
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Email or Text Message Receipt Option
Kiosk Locator Map and Turn-by-Turn Directions
Standardized, Fast and Simple Payment Workflow
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Industry Standard Payment Rules; Overpay, Underpay, Fixed Value, Restrictions, etc.
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Four Look Up Options to Find Consumer Accounts
Display Account & Payment Details in Real-Time or Daily Batch
Post Payment Information in Real-Time or Daily Batch
Send Daily Remittance Files or Payment Summary Emails to Treasury and Operations Teams
Access to Real-Time Transaction Reporting Details
2, COMMON FEATURES FOR ALL DIVDAT CUSTOMERS.
Unless otherwise agreed to by DivDat and Customer, any Payment Kiosks, WebPay App, or Mobile App services provided under
this SOW will:
a. Feature multiple DivDat Customers, including governmental entities, utilities, and commercial customers, that have
contracted with DivDat to allow DivDat to accept bill payments on their behalf and to allow inquiries into related
Consumer account records.
Allow Consumers to make inquiries into their DivDat Customer accounts via account number or address lock-up, by
scanning a bill or invoice, or by scanning their account barcode generated by the DivDat Mobile App.
Allows Consumers to make payments to their DivDat Customer accounts by inserting cash into the Payment Kiosk,
inserting a personal check for scanning and then retrieving it, by swiping or inserting a credit card or debit card, or by
entering credit card or debit card information into the Web App or the Mobile App.
Generate a printed receipt and/or transmit a SMS Text receipt or emailed receipt to the Consumer, depending on the
option chosen by the Consumer at the end of the inquiry or payment transaction.
Provide reporting to the Customer via DivDat's suite of inquiry and reporting applications, which are available through
secure web Interface, and detail individual and summary Payment Kiosk transactions. This tool is for inquiry only and
does not provide any ability for the Customer to change or modify data.
Post payments to the Consumer's DivDat Customer accounts in the following manner:
i, Credit card and debit card transactions: Credit card transactions will process and settle to DivDat Customer
accounts according to the terms and conditions of each Customers' merchant account agreement and/or
compatibility of the DivDat payment gateway, the Customer's treasury business rules, and avallable
transmission technology. PIN-less debit cards will be processed as credit cards.
ii. Personal check transactions: Personal checks are processed as ACH transactions. ACH transactions will
post and setlle to DivDat Customer accounts according to the terms and conditions of each Customer's
merchant account and/or compatibility of the DivDat payment gateway, the Customer's treasury business
rules, and available transmission technology.
tii. Cash Transactions: DivDat will manage the collection of cash from the kiosks. Pick-up schedules will vary
based on location and usage. DivDat will use armored car services of its choice. DivDat will not have access
to the contents of the safe once the lock is initialized by the armored carrier and maintenance provider. DivDat
electronically transfers applicable funds to DivDat Customers’ bank accounts within three (3) business days
of when the transaction occurred on the Payment Kiosk. The amount of the funds transfer(s) will be based on
the daily remittance file sent to the DivDat Customer. The amount of the funds transfer will match the amount
of cash collected from Consumers for each DivDat Customer.
3. DIVDAT SERVICES AND FEES
The Services provided under this SOW include all planning, execution, implementation, and training as described in the project
timeline set forth below. DivDat will maintain any Payment Kiosks associated with this SOW at the rate(s) set forth in the Fee
Schedule attached to the MSA.
4, CUSTOMER RESPONSIBILITIES:
a. Merchant Account; To facilitate the posting of Credit Card, Debit Card, or Personal Check/ACH transactions as set
forth above, Customer is required to maintain a merchant account with a DivDat authorized merchant processor.
b. Approval to Access JIS data for the Customer: Customer must provide separate authorization for DivDat to access JIS
data to facilitate payment transactions.
Customer-Selected Kiosk Location: If Customer requests a Payment Kiosk at a Customer-selected location, DivDat or
DivDat’s agent will complete a site survey io determine an appropriate location. Criteria for a suitable location include
but are not limited to: (i) physical security for Payment Kiosk; (ii) safety for consumers, repair personnel, and armored
car personnel; (ili) cellular network access and/or electrical/communication access; and (iv) adequate access for
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maintenance and armored car personnel. lf DivDat agrees to place a Payment Kiosk at Customer's requested location,
Customer agrees to accept all responsibility for access compliance and conformance to all applicable building and
safely codes and all applicable laws and regulations, including but not limited to the Americans with Disabilities Act.
Customer agrees to procure any applicable licenses, consents, or permissions from landlords or others to install and
locate the Payment Kiosk at the selected site. Customer grants DivDat and its agents' permission to access the
Payment Kiosk jocation to support and service the Payment Kiosk as set forth in the MSA. Customer agrees to provide
available personnel to assist In the support of any Payment Kiosks at Customer's requested locations, If practicable,
DivDat will secure Payment Kiosks to the floor at applicable locations.
Greeters: From time to time, DivDat and Customer may agree that DivDat will provide a Greeter at the Payment Kiosks.
If so, Customer grants DivDat and its agents permission to be present and approach prospective Consumers fo use
the Payment Kiosk and to help such Consumers perform transactions. Customer agrees to provide a safe and
commercially hospitable environment for the Greeter(s).
5. SELECTION OF SERVICES
Customer hereby requests the following at the rate set forth in the Fee Schedule attached to the MSA:
&iConfiguration of the DivDat Kiosk Network, including the following Payment Kiosks at Customer locations:
Rilndoor Payment Kiosks 4
ClOutdoor Payment Kiosks
C)Through-the-Wall Payment Kiosks
(Configuration of the WebPay Application
CConfiguration of the MobilePay Application
TERM
The Term of this SOW will commence on the Effective Date of the MSA and will run concurrently with the MSA. Termination
of this SOW is governed by Paragraph 11 of the MSA.
IMPLEMENTATION AND TIMELINE
a. Generally: The scope of work for this SOW includes all planning, execution, implementation, and training as described
below. Each stage of the project will require approval from Customer before moving on to the next stage.
Period of Performance and Customer Assistance: The period of performance for the implementation is typically six (6)
to nine (9) weeks. However, the integration and implementation process requires the cooperation of and collaboration
with Customer, including its internal or external Information Technology personnel as well as designated Customer
representatives that can conveying business rules necessary for incorporation in the appropriate payment channel(s).
the projected timeline set forth herein is an estimate only. Any delay or deviation caused by Customer may require
contract modifications and an increase in the cost of the project.
Place of Performance: Unless otherwise stated, DivDat will perform the work under this SOW at Its own facility, DivDat
will have a scheduled call with Customer once per week (day and time TBD) for a weekly status meeting. Additionally,
all testing (including testing by Customer) will be conducted at DivDat or a production-ready test environment as
determined by DivDat.
which DivDat will work with Customer to secure:
i Defined Payment Kiosk types and locations (if applicable);
ii. Fully defined AP! or file layouts for (1) Account Look Up Details, and (2) Payment Posting Details;
ili, Test account data for validation of all Customer-defined business rules;
iv. Sample production bill payment coupons for the bill scan,
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v. Customer branding elements including (1) Logo Graphic File (preferably in .png format), (2) Background Image
(1280 x 1024 in .png format), (3) Color Codes, (4) Payment Terms and Conditions, and (5) Payment methods
accepted; and
vi. Merchant IDs for credit card and check/ACH processing.
e. Work Requirements: DivDat will be responsible for performing tasks throughout various stages of this project. The
following is an example of the tasks that may be performed by DivDat through the implementation process, along with
related assumptions:
Stage 1 - Define Business Rules for the following:
e Account look-up methods
e Payment Methods established
» Account return object
e Payment update return object
« Remittance file processing
DivDat Assumptions for Stage 1:
e Customer API can support look up by Key field, Name and Address, and Scan Bill - OCR line
« Customer API account return object will contain all required account display fields and account message
flags
Customer API can support a payment update post for cash, credit card, and check/ach payments
Customer API will return a successful payment post status flag and Client defined display fields
Customer will provide a defined file format for a batch remittance file
Customer will provide production bill payment coupons for configuring bill scan functionality based on
OCR line format
Stage 2 — System Integration/Development Effort
« Kiosk Application:
« Payment Post Application:
« Remittance File Application:
DivDat Assumptions for Customer Solution for Stage
2:
s DivDat will integrate to the customer API using a SOAP based web service
The Customer API will be fully defined and ready to integrate to the DivDat kiosk service
Customer will provide a test environment for the API
Customer will retrieve batch remittance files from the DivDat secure FTP
Transient data will be encrypted by the x509 certificate or message level security
There are no hidden issues/complications implementing the x509 certificate
DivDat is PC] DSS v3.2 compliant
Stage 3 — Application Configuration/Database Setup
Configure Customer merchant ID in DivDat payment gateway
Configure Customer branding screen elements
Configure screen content
Configure for multi-language
Configure DivDat kiosk application report
Setup Customer-specific data elements in the kiosk database
DivDat Assumptions for Customer Solution for Stage 3:
« Customer will establish merchant IDs with DivDat-approved merchant processer
¢ Customer will provide all required branding elements
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Stage 4 ~ System Testing and UAT
* Manual unit testing
»* Kiosk unit testing
« End-to-End system testing
« UAT
DivDat Assumptions for Customer Solution for Stage
4:
* Customer will provide a test environment and accounts for validation of all business rules and account
types
e Customer will participate in defining the Consumer stories to validate defined business rules
* Customer will assign resources to conduct End-to-End and UAT testing
Stage § - Kiosk Delivery & Installation
« Site Survey
» Configure Client Network Environment (if required for wired kiosk)
e Kiosk Staging / Pre-Packaging
* Kiosk Delivery & Installation
DivDat Assumptions for Customer Solution for Stage 5
« Customer preferred wireless installation is dependent on location signal strength
« Anew kiosk installation may require network configuration
Stage 6 - Training
* Application Business Rules & Reconciliation Processes
* —Key-Op Training (changing receipt paper, if required)
DivDat Assumptions for Customer Solution for Stage 6
« Training will be conducted by DivDat via webinar
Stage 7 ~ Go-Live / Customer Launch
« Complete End-to-End Go-Live Check List
DivDat Assumptions for Customer Solution for Stage 7
¢ Customer will provide a production API a minimum of 2 weeks prior to scheduled go-live
« Customer will provide designated accounit(s) for processing payments to confirm settlement of funds
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8, IMPLEMENTATION COMPLETION
The following Acceptance Criteria will be used to determine completion of all deliverables for this SOW,
For the DivDat Kiosk Network
Consumer can look-up their account by entering a Key Field (i.e. Account Number, Customer Number).
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Consumer can look-up their account by entering a combination of Name and Address.
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Consumer can look-up their account by scanning their bill payment coupon.
Kiosk will display Consumer account detail.
Kiosk will display Consumer account message(s).
Kiosk will allow Consumer to enter payment amount based on business rules.
Kiosk will display payment methods allowed on the Consumer account.
Kiosk will allow Consumer to pay by Cash.
Kiosk will allow Consumer to pay by Credit Card.
Kiosk will allow Consumer to pay by Check.
Kiosk will not allow Consumer to pay by Check if account is ACH Restricted.
Kiosk will display receipt delivery methods.
Kiosk will allow Consumer to print receipt.
Kiosk will allow Consumer to email receipt.
Kiosk will process payment and display either Approve or Decline response.
Kiosk will allow Consumer to reattempt payment for a Decline response.
Kiosk will deliver payment receipt based on selected delivery method.
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Kiosk will send payment post update.
Kiosk will reattempt payment post update until successful.
For the WebPay App
User can look-up their account by entering an Account Number.
User can validate amount due.
Application will provide account balance.
Application will allow User to enter payment amount based on business rules.
Application will allow User to pay with payment methods defined in business rules
Application will not allow user to pay by check if ACH restriction flag is set.
Application will process payment and provide either an Approve or Decline response.
Application will allow for text or email delivery of payment receipt (based on client rules)
DivDat will post payment details fo Customer system or provide remittance file.
DivDat will reattempt payment post update unlil successful.
Customer will have access to transaction report to view historical transactions.
For the MobilePay App
User can look-up their account by entering an Account Number,
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User can validate amount due.
Application will provide account balance.
Application will allow User to enter payment amount based on business rules.
Application will allow User to pay with payment methods defined in business rules
Application will not allow user to pay by check if ACH restriction flag is set.
Application will process payment and provide either an Approve or Decline response.
Application will allow for text or email delivery of payment receipt (based on client rules)
DivDat will post payment details to Customer system or provide remittance file.
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DivDat will reattempt payment post update until successful.
Customer will have access to transaction report to view historical transactions.
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9. ONGOING SERVICES
After successful Implementation of the WebPay App and/or the Mobile App, DivDat will provide the following Servicas to Customer:
Dally remittance files or real time payment updates
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Transaction Reporting
WebPay App payment detall updated in real time to Treasury Management Dashboard (optional service)
Telephone Support (M-F 9am — 5pm EST)
Emall Support
Remote Technical Support
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Customer will provide necessary system communication for the transmission of relevant data,
Customer will support DivDat's recommended or best-in-practice securlly practices to comply with all necessary
security and PCI requirements.
By signing below, the parties agree to the terms and conditions of this SOW.
DivDat Gity of Muskegon, Michigan
signee tor Gi bo ALL Signature: Comer
Name: WH,JAson # BierKle ame ee) Set Sextet
Title: CEL Title: “Ns MawaaerTM
Date: | [Blas Date: meprem
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