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HomeMy WebLinkAboutBack-Up DocumentsDocuSign Envelope ID: C51 ED1321-56A1-43A4-ABFA-5A3AD70DB659 CITY OF MIAMI, FLORIDA INTER -OFFICE MEMORANDUM Arthur Noriega V City Manager o�us�oea�n^r':� FROM: Annie 1`erez, CPPO Director/Chief Procurement Officer Department of Procurement RECOMMENDATION: DATE January 6, 2022 SUBJECT: Recommendation for Approval to Award Accessing Bernalillo County Contract No. RFP-18-20-EM for Customer Portal and Merchant Services ENCLOSURES: Based on the findings below, the Department of Procurement ("Procurement") hereby recommends the accessing of Bernalillo County Contract No. RFP-18-20-EM, for Customer Portal and Merchant Services, for City of Miami's Department of Finance ("Finance"). The awarded vendor, and contract terms and amount are listed below. Contract Number/Title: RFP-18-20-EM Customer Portal and Merchant Services Contract Amount: Approximately $1,803,561.00. Contract Term: Four (4) years with the option to renew for two (2) additional one (1) year periods, expiring on September 15, 2024. Recommended Vendor: Point and Pay, LLC BACKGROUND: Finance has a need for a payment processing solution that consolidates a variety of payment methods and interfaces with existing Finance applications and systems. Procurement, on behalf of Finance, recommends the accessing of Bernalillo County Contract No. RFP-18-20-EM for Customer Portal and Merchant Services, which was competitively solicited under full and open competition met all the City's criteria for accessing the contract. Consequently, approval of this recommendation is requested. Your signature below will indicate approval of this recommendation. waft ed by: n� January 11, 2022 1 12:55:22 EST Approved: Date: Arthur Noriega V City Manager cc: Fernando Casamayor, Assistant City Manager, Chief Financial Officer Erica T. Paschal -Darling, CPA, Director, Department of Finance Yadissa A. Calderon, CPPB, Assistant Director, Department of Procurement PR22046 ACCESSING COMPETED CO-OP and GOVERNMENTAL CONTRACTS CHECK LIST CONTRACT NO.: RFP-18-20-EM TITLE: Customer Portal and Merchant Services NAME OF ENTITY WHOSE CONTRACT THE CITY IS ACCESSING: Bernalillo County PROCUREMENT CONTRACTING OFFICER: Cristiane Lima DATE SUBMITTED: 1/6/2022 Accessing Co-ops and Governmental Contracts Package All Accessing of contacts must be reviewed and approved by the Department Director with signature below. Procurement Documents — to be included in Approval Package ® Award Memo from CPPO to the City Manager (if applicable) ® Agenda Item Summary Form (for Commission Approval — if applicable) ® Resolution (for Commission Approval — if applicable) ® Copy of this checklist signed by the Director Co-op/Governmental Agency Documents — to be included in Approval Package ® Copy of Tally/Evaluation Results (score sheets, ranking or summary) ® Copy of Contract's Advertisement & Distribution information ® Copy of Contract/Solicitation Being Accessed ® Copy of Award Sheet/Approval Documents ® Copy of Proposal/Bid Questions for the Procurement Contracting Officer handling this procurement: (1) Did you confirm with your client department that this piggy -back contract meets all of their needs? ® YES ❑ NO (2) Does this piggy -back have a not to exceed amount? ❑ YES ® NO (3) Is the awarded amount less than what the City is going to spend? ❑ YES ❑ NO (4) Does the scope of the City exceed the scope of the piggy -back? ❑ YES ® NO NOTES: 7/25/19 Accessing Contract — Checklist Page 2 0 APPROVED as a contract wh ich was entered into pursuant to a competitive process in compliance with City laws, policies and procedures. ❑ NOT APPROVED as a contract which was entered into pursuant to a competitive process in compliance with City laws, policies and procedures. Annie Perez, CPPO Director, Department of Procurement 3/23/2009 Tlitiv of ffliami ANNIE PEREZ, CPPO ARTHUR NORIEGA V Chief Procurement Officer City Manager �[y 01 r CITY OF MIAMI SUPPLEMENTAL AGREEMENT TO MASTER SERVICES AGREEMENT RFP NO. 18-20-EM BETWEEN BERNALILLO COUNTY, NM AND POINT AND PAY, LLC The City of Miami, a Florida municipal corporation ("City"), is accessing Master Services Agreement No. RFP 18-20-EM between Bernalillo County, NM ("Bernalillo County") and Point and Pay, LLC, a foreign limited liability company registered to conduct business in Florida ("Point and Pay"), made and entered effective as of September 15, 2020, attached hereto as Exhibit "A" and incorporated herein by reference ("Contract"), for the provision of customer portal and merchant services ("Services"). This Supplemental Agreement to the Contract inclusive of applicable City legal requirements and language ("Agreement"), is intended for use by the City's Department of Finance ("Finance"). The term of the Contract is from September 15, 2020 through September 15, 2024, with the option to renew for two (2) additional one (1) year terms. The order of precedence whenever there is conflicting or inconsistent language between documents is as follows in descending order of priority: (1) this Agreement; (2) the Contract; and (3) Exhibit "C." Pursuant to this Agreement, the effective date of Contract access by the City is , 2022. 1) The word "Bernalillo County" shall be stricken and replaced hereby with the phrase/word "City of Miami" or "City" throughout the Contract. 2) The word "State of New Mexico" shall be stricken and replaced hereby with the phrase/word "State of Florida" or "Florida" throughout the Contract. 3) Point and Pay. LLC's Responsibilities A. Point and Pay has agreed to furnish the services to the City as further described in the Contract. B. Point and Pay shall provide the services to the City in an amount equal to the costs identified in this Agreement. C. Point and Pay responsibilities will commence on the effective date of this Agreement. 4) Section 8 of the Master Services Agreement, titled "Termination for Lack of Appropriations" is hereby deleted in its entirety and replaced with the following language: Funding for this Agreement is contingent on the availability of funds and continued authorization for program activities and the Agreement is subject to amendment or termination due to lack of funds, reduction of funds, failure to allocate or appropriate funds, and/or change in applicable laws or regulations, upon thirty (30) days written notice. 5) Section 10, Subsection B, of the Master Services Agreement, titled "Not -to -Exceed SOW' is deleted in its entirety and replaced with the following language: The City of Miami Teller Statement of Work dated, October 04, 2021, is hereby incorporated into and made a part of this Agreement and attached as Exhibit "A" and the Pricing Proposal is hereby incorporated into and made a part of this Agreement as attached Exhibit "B" 6) Section 10, Subsection F, of the Master Services Agreement, titled "Invoices" is deleted in its entirety and replaced with the following language: Invoices submitted by Point and Pay to the City shall include the Purchase Order number and description of goods and/or services delivered (i.e., quantity, unit price, extended price, etc.); and in compliance with Chapter 218 of the Florida Statutes (Prompt Payment Act). Point and Pay shall report and work directly with Triveni Chircut, Finance Manager, or designee, who shall be designated as the Project Manager for the City. 7) Section 12 of the Master Services Agreement, titled "Personnel" and Section 14 of the Exhibit C-2. titled "Limitations of Liability and Indemnity" are hereby deleted in its entirety and replaced with the following language: Point and Pay shall indemnify, hold and save harmless, and defend (at its own cost and expense), the City, its officers, agents, directors, departments, and/or employees, from all liabilities, damages, losses, judgements, and costs, including, but not limited to, reasonable attorney's fees, to the extent caused by performance of this Agreement by Point and Pay, Point and Pay's compliance and/or noncompliance with the provisions of this Agreement, and all laws and regulations pertaining to Point and Pay's services which are applicable to Point and Pay, the negligence, recklessness, negligent act or omission, or intentional wrongful misconduct of Point and Pay and persons employed or utilized by Point and Pay in the performance of this Contract. Point and Pay shall further, hold the City, its officials and employees, indemnify, save and hold harmless for, and defend (at its own cost), the City its officials and/or employees against any civil actions, administrative, regulatory, statutory or similar claims, injuries or damages arising or resulting from theServices, even if it is alleged that the City, its officials, and/or employees were negligent. In the event that any action, cause of action, claim, demand or proceeding (collectively "Claim(s)") is brought against the City by reason of any such Claim(s), Point and Pay shall, upon written notice from the City, resist and defend such action or proceeding by counsel reasonably satisfactory to the City Attorney. Point and Pay expressly understands and agrees that any insurance protection required by this Contract or otherwise provided by Point and Pay shall in no way limit the responsibility to indemnify, hold, keep and save harmless and defend the City or its officers, employees, agents, and instrumentalities as herein provided. The indemnification provided above shall obligate Point and Pay to defend, at its own expense, to and through trial, mediation, arbitration, administrative, regulatory, appellate, supplemental or bankruptcy proceedings, or to provide for such defense, at the City's option, any and all claims of liability and all suits and actions of every name and description which may be brought against the City, whether performed by Point and Pay, or persons or entities employed or utilized by Point and Pay. These duties will survive the cancellation or expiration of the Contract. This Section will be interpreted under the laws of the State of Florida, including without limitation and interpretation, which conforms to the limitations of Sections 725.06 and/or 725.08, Florida Statutes, as they may be applicable, and as they may be amended. Point and Pay shall require all subcontractor agreements to include a provision that each subcontractor will indemnify, hold harmless and defend the City in substantially the same language as this Section. Point and Pay agrees and recognizes that the City shall not be held liable or responsible for any claims which may result from any actions or omissions of Point and Pay in which the City participated either through review or concurrence of Point and Pay's actions. In reviewing, approving or rejecting any Page 2 submissions by Point and Pay or other acts of Point and Pay, the City, in no way, assumes or shares any responsibility or liability of Point and Pay or subcontractor under this Contract. Ten dollars ($10.00) of the payments made by the City constitute separate, distinct, and independent consideration for the granting of this Indemnification, the receipt and sufficiency of which is voluntarily and knowingly acknowledged by Point and Pay. 8) Section 16 of the Master Services Agreement, titled "Insurance" is hereby deleted in its entirety and replaced with the following language: A. Point and Pay shall, at all times during the term hereof, maintain such insurance coverage(s) as may be required by the City. The insurance coverage(s) required as of the Effective Date of this Agreement are attached hereto as Exhibit "C" and incorporated herein by this reference. The City's RFP number and title of the RFP must appear on each certificate of insurance. Point and Pay shall add the City of Miami as an additional insured to its commercial general liability, and auto liability policies, and as a named certificate holder on all policies. Point and Pay shall correct any insurance certificates as requested by the City's Director of Risk Management. All such insurance, including renewals, shall be subject to the approval of the City for adequacy of protection and evidence of such coverage(s) and shall be furnished to the City Risk Management Director on Certificates of Insurance indicating such insurance to be in force and effect and any cancelled or non -renewed policy will be replaced with no coverage gap and a current Certificate of Insurance will be provided. Completed Certificates of Insurance shall be filed with the City prior to the performance of Services hereunder, provided, however, that Point and Pay shall at any time upon request file duplicate copies of the Certificate of Insurance with the City. B. If, in the judgment of the City, prevailing conditions warrant the provision by Point and Pay of additional liability insurance coverage or coverage which is different in kind, the City Risk Management Director reserves the right to require the provision by Point and Pay of an amount of coverage different from the amounts or kind previously required and shall afford written notice of such change in requirements thirty (30) days prior to the date on which the requirements shall take effect. Should Point and Pay fail or refuse to satisfy the requirement of changed coverage within thirty (30) days following the City's written notice, this Agreement shall be considered terminated on the date that the required change in policy coverage would otherwise take effect. C. Point and Pay understands and agrees that any and all liabilities regarding the use of any of Point and Pay's employees or any of Point and Pay's subcontractors for Services related to this Agreement shall be borne solely by Point and Pay throughout the term of this Agreement and that this provision shall survive the termination of this Agreement. Point and Pay further understands and agrees that insurance for each employee of Point and Pay and each subcontractor providing Services related to this Agreement shall be maintained in good standing and approved by the City's Director of Risk Management throughout the duration of this Agreement. D. Point and Pay shall be responsible for assuring that the insurance certificates required under this Agreement remain in full force and effect for the duration of this Agreement, including any extensions hereof. If insurance certificates are scheduled to expire during the term of this Agreement and any extension hereof, Point and Pay shall be responsible for submitting new or renewed insurance certificates to the City's Director of Risk Management as soon as coverages are bound with the insurers. In the event that expired certificates are not replaced, with new or renewed certificates which cover the term of this Agreement and any extension thereof: (i) the City shall suspend this Agreement until such time as the new or renewed certificate(s) are received in acceptable form by the City's Director of Risk Management; or (ii) the City may, at its sole discretion, terminate the Agreement for cause and seek re - procurement damages from Point and Pay in conjunction with the violation of the terms and conditions of this Agreement. Page 3 9) Section 22 of the Master Services Agreement, titled "Dispute Resolution Process" and Section 17 of the Exhibit C-2, titled "Disputes" are hereby deleted in its entirety and replaced with the following language: Point and Pay understands and agrees that all disputes between Point and Pay and the City based upon an alleged violation of the terms of this Agreement by the City shall be submitted to the City Manager for his/her resolution, prior to Point and Pay being entitled to seek judicial relief in connection therewith. In the event that the amount of compensation hereunder exceeds Twenty -Five Thousand Dollars ($25,000.00), the City Manager's decision shall be approved or disapproved by the City Commission. Point and Pay shall not be entitled to seek judicial relief unless: (i) it has first received City Manager's written decision, approved by the City Commission if the amount of compensation hereunder exceeds Twenty -Five Thousand Dollars ($25,000.00), or (ii) a period of sixty (60) days has expired, after submitting to the City Manager a detailed statement of the dispute, accompanied by all supporting documentation (one hundred twenty (120) days if City Manager's decision is subject to City Commission approval); or (iii) City has waived compliance with the procedure set forth in this section by written instruments, signed by the City Manager. In no event may the amount of compensation under this Section exceed the total compensation set forth in this Agreement. 10) Section 23 of the Master Services Agreement, titled "Order of precedence", Section 12 of the Master Services Agreement, titled "Ownership of Software and Data" and Schedule B1 of the Exhibit C-2 titled "Ownership of Data" are hereby deleted in its entirety and replaced with the following language: Point and Pay understands and agrees that any information, data, document, report or any other material whatsoever which is given by the City to Point and Pay, its employees, or any subcontractor, or which is otherwise obtained or prepared by Point and Pay solely and exclusively for the City pursuant to or under the terms of this Agreement, is and shall at all times remain the property of the City. Point and Pay agrees not to use any such information, data, document, report or material for any other purpose whatsoever without the written consent of the City Manager, which may be withheld or conditioned by the City Manager in his/her sole discretion. Point and Pay is permitted to make and to maintain duplicate copies of the files, records, documents, etc. if Point and Pay determines copies of such records are necessary subsequent to the termination of this Agreement; however, in no way shall the confidentiality as permitted by applicable laws be breached. The City shall maintain and retain ownership of any and all data and documents which result upon the completion of the work and Services under this Agreement. 11) Section 26 of the Master Services Agreement, titled "Conflict of Interest" is hereby deleted in its entirety and replaced with the following language: Pursuant to City of Miami Code Section 2-611, as amended ("City Code"), regarding conflicts of interest, Point and Pay hereby certifies to the City that no individual member of Point and Pay, no employee, and no subcontractor under this Agreement nor any immediate family member of any of the same is also a City employee or a member of any board, commission, or agency of the City. Point and Pay hereby represents and warrants to the City that throughout the term of this Agreement, Point and Pay, its employees, and its subcontractors will abide by this prohibition of the City Code. Point and Pay additionally agrees during the term of this Agreement not to serve as a paid expert witness, affiant or otherwise furnish evidence adverse to the City in a Claim brought against the City by any third party. 12) Section 28 of the Master Services Agreement, titled "Notice" and Section 11 of the Exhibit C-2, titled "Representations and Warranties" are hereby deleted in its entirety and replaced with the following language: Page 4 All notices or other communications required under this Agreement shall be in writing and shall be given by hand -delivery of by registered or certified U.S. Mail, return receipt requested, addressed to the other party at the address indicated herein or to such other address as a party may designate by notice given as herein provided. Notice shall be deemed given on the day on which personally delivered; or if by mail on the fifth day after being posted or the date of actual receipt, whichever is earlier. TO THE CITY: Arthur Noriega V City Manager City of Miami 444 S.W. 2nd Avenue, 101h Floor Miami, Florida 33130 Victoria Mendez City Attorney City of Miami 444 S.W. 2nd Avenue, 9th Floor Miami, Florida 33130 Annie Perez, CPPO Director of Procurement City of Miami 444 S.W. 2nd Avenue, 6th Floor Miami, Florida 33130 Erica Paschal, CPA Director of Finance City of Miami 444 S.W. 2nd Avenue, 6th Floor Miami, Florida 33130 TO POINT AND PAY: Point and Pay, LLC 250 Stephenson Highway Troy, MI 48083 Attn.: Kevin C. Connell 13) Section 30 of the Master Services Agreement, titled "Code of Conduct", Section 32 of the Master Services Agreement, titled "Unfair Business Practices" and Section 40 of the Master Services Agreement, titled "Penalties" are deleted in its entirety and replaced with the following language: Point and Pay understands that agreements with local governments are subject to certain laws and regulations, including, but not limited to, the City's Debarment and Suspension Ordinance (Section 18- 107) and State of Florida Section 287.133 (Public entity crime; denial or revocation of the right to transact business with public entities). 14) Section 31 of the Master Services Agreement, titled "Compliance with Applicable Law" is hereby deleted in its entirety and replaced with the following language: Page 5 Point and Pay understands that agreements with local governments are subject to certain laws and regulations, including laws pertaining to public records, conflict of interest, ethics, funding, lobbying, record keeping, etc. City and Point and Pay agree to comply with and observe all such applicable federal, state and local laws, rules, regulations, codes and ordinances, as they may be amended from time to time. Point and Pay further agrees to include in all of Point and Pay's agreements with subcontractors for any Services related to this Agreement this provision requiring subcontractors to comply with and observe all applicable federal, state, and local laws rules, regulations, codes and ordinances, as they may be amended from time to time. 15) Section 37 of the Master Services Agreement, titled "Assignability" is hereby deleted in its entirety and replaced with the following language: The Point and Pay's services are considered unique and specialized. This Agreement shall not be assigned, sold, transferred, pledged, or otherwise conveyed by Point and Pay, in whole or in part, and Point and Pay shall not assign any part of its operations which are related to the performance of this Agreement, without the prior written consent of the City Manager, which may be withheld or conditioned, in the City's sole discretion through the City Manager. 16) Section 39 of the Master Services Agreement, titled "Enforcement" is hereby deleted in its entirety and replaced with the following language: A. This Agreement shall be construed and enforced according to the laws of the State of Florida. Venue in any proceedings between the parties shall be in Miami -Dade County, Florida. Each party shall bear its own attorney's fees. Each party waives any defense, whether asserted by motion, memorandum, or pleading, that the aforementioned courts are an improper or inconvenient venue. Moreover, the parties consent to the personal jurisdiction of the aforementioned courts and irrevocably waive any objections to said jurisdiction. The parties freely, knowingly irrevocably waive any rights to a jury trial in any actions or proceedings between them related to this Agreement. B. No waiver or breach of any provision of this Agreement shall constitute a waiver of any subsequent breach of the same or any other provision hereof, and no waiver shall be effective unless made in writing. C. Should any provision, paragraph, sentence, word or phrase contained in this Agreement be determined by a court of competent jurisdiction to be invalid, illegal or otherwise unenforceable under the laws of the State of Florida or the City of Miami, such provision, paragraph, sentence, word or phrase shall be deemed modified to the extent necessary in order to conform with such laws, or if not modifiable, then the same shall be deemed severable, and in either event, the remaining terms and provisions of this Agreement shall remain unmodified and in full force and effect or limitation of its use. D. Point and Pay shall comply with all applicable laws, rules and regulations in the performance of this Agreement, including but not limited to licensure, registration, and certifications required by law for professional service for Point and Pay performing these services. E. This Agreement constitutes the sole and entire Agreement between the parties hereto. No modification or amendment hereto shall be valid unless in writing and executed by properly authorized representatives of the parties hereto. Except as otherwise set forth in Section 2 above, the City Manager shall have the sole authority to extend, amend, or modify this Agreement on behalf of the City. All changes and/or modifications to this Agreement shall be approved in advance Page 6 and in writing by the Office of the City Attorney as to legal form and correctness and executed in writing by the City and the Point and Pay. F. Title and paragraph headings are for convenient reference and are not a part of this Agreement. G. Nothing contained in this Agreement is any way intended to be a waiver of the limitation placed upon the Indemnitees' liability as set forth in Chapter 768, Florida Statutes. Additionally, the Indemnitees do not waive sovereign immunity, and no claim or award against the Indemnitees shall include attorney's fees, investigative costs, pre -suit or adjusting costs, or pre -judgment interest. H. If any term or provision of this Agreement, or combination of the same, is in violation of any applicable law or regulation, or is unenforceable or void for any reason, such term, provision or combination of same shall be modified or reformed by the court to the minimum extent necessary to accomplish the intention of the entire Agreement to the maximum extent allowable, under any legal form, without violating applicable law or regulation. Notwithstanding, the remainder of the Agreement shall remain binding upon the parties. This Subsection shall not apply if there is a material breach of this Agreement causing cancelation or cancellation for convenience. 17) Section 41 of the Master Services Agreement, titled "Force Majeure" and Section 22 of the Exhibit C- 2, titled "Force Maieure" are hereby deleted in its entirety and replaced with the following language: A "Force Majeure Event" shall mean an act of God, act of governmental body or military authority, fire, explosion, power failure, flood, storm, hurricane, sink hole, other natural disasters, epidemic, riot or civil disturbance, war or terrorism, sabotage, insurrection, blockade, or embargo. In the event that either party is delayed in the performance of any act or obligation pursuant to or required by the Agreement by reason of a Force Majeure Event, the time for required completion of such act or obligation shall be extended by the number of days equal to the total number of days, if any, that such party is actually delayed by such Force Majeure Event. The party seeking delay in performance shall give notice to the other party specifying the anticipated duration of the delay, and if such delay shall extend beyond the duration specified in such notice, additional notice shall be repeated no less than monthly so long as such delay due to a Force Majeure Event continues. Any party seeking delay in performance due to a Force Majeure Event shall use its best efforts to rectify any condition causing such delay and shall cooperate with the other party to overcome any delay that has resulted. 18) Section 44 of the Master Services Agreement, titled "Facsimile/Electronic Signature" is hereby deleted in its entirety and replaced with the following language: This Agreement may be executed in three (3) or more counterparts, each of which shall constitute an original, but all of which, when taken together, shall constitute one and the same agreement. This Agreement may be executed in counterparts, each of which shall be an original as against either Party whose signature appears thereon, but all of which taken together shall constitute but one and the same instrument. An executed facsimile or electronic scanned copy of this Agreement shall have the same force and effect as an original. The parties shall be entitled to sign and transmit an electronic signature on this Agreement (whether by facsimile, PDF, or other email transmission), which signature shall be binding on the party whose name is contained therein. Any party providing an electronic signature agrees to promptly execute and deliver to the other parties an original signed Agreement upon request. 19) Section 45 of the Master Services Agreement, titled "Audit and Inspection Rights and Records Retention" is hereby added with the following language: A. Point and Pay agrees to provide access to the City or to any of its duly authorized representatives, to any books, documents, papers, and records of Point and Pay which are directly pertinent to this Agreement, for the purpose of audit, examination, excerpts, and transcripts. The City may, at Page 7 reasonable times, and for a period of ten (10) years following the date of final payment by the City to Point and Pay under this Agreement, audit and inspect, or cause to be audited and inspected, those books, documents, papers, and records of Point and Pay which are related to Point and Pay's performance under this Agreement. Point and Pay agrees to maintain any and all such books, documents, papers, and records at its principal place of business for a period of ten (10) years after final payment is made under this Agreement and all other pending matters are closed. Point and Pay's failure to adhere to, or refusal to comply with, this condition shall result in the immediate cancellation of this Agreement by the City. The audit provisions set forth in Sections 18-99 through 18-102 of the Code of the City of Miami, Florida, as same may be amended or supplemented from time to time ("City Code"), are applicable to this Agreement. B. The City may, at reasonable times during the term hereof, inspect Point and Pay's facilities and perform such tests, as the City deems reasonably necessary, to determine whether the goods or services required to be provided by Point and Pay under this Agreement conform to the terms hereof. Point and Pay shall make available to the City all reasonable facilities and assistance to facilitate the performance of tests or inspections by City representatives. The inspection provisions set forth Sections 19-99 through 18-102 of the City Code, are applicable to this Agreement. All audits, tests and inspections shall be subject to, and made in accordance with, the provisions of Sections 18-99through 18-102 of the City Code, are applicable to this Agreement. 20) Section 46 of the Master Services Agreement, titled "Independent Contractors" is hereby added with the following language: Point and Pay has been procured and is being engaged to provide Services to the City as an independent contractor, and not as an agent or employee of the City. Accordingly, neither Point and Pay, nor its employees, nor any subcontractor hired by Point and Pay to provide any Services under this Agreement shall attain, nor be entitled to, any rights or benefits under the Civil Service or Pension Ordinances of the City, nor any rights generally afforded classified or unclassified employees. Point and Pay further understands that Florida Workers' Compensation benefits available to employees of the City are not available to Point and Pay, its employees, or any subcontractor hired by Point and Pay to provide any Services hereunder, and Point and Pay agrees to provide or to require subcontractor(s) to provide, as applicable, workers' compensation insurance for any employee or agent of Point and Pay rendering Services to the City under this Agreement. Point and Pay further understands and agrees that Point and Pay's or subcontractors' use or entry upon City properties shall not in any way change its or their status as an independent contractor. 21) Section 48 of the Master Services Agreement, titled "Use of Name" is hereby added with the following language: Point and Pay understands and agrees that the City is not engaged in research for advertising, sales promotion, or other publicity purposes. Point and Pay is allowed, within the limited scope of normal and customary marketing and promotion of its work, to use the general results of this project and the name of the City. Point and Pay agrees to protect any confidential information provided by the City and will not release information of a specific nature without prior written consent of the City Manager or the City Commission. 22) Section 49 of the Master Services Agreement, titled "No Third -Party Beneficiary" is hereby added with the following language: No persons other than the Point and Pay and the City (and their successors and assigns) shall have any rights whatsoever under this Agreement. 23) Section 3.4 of the Exhibit C-1, titled "Confidential Information" is hereby deleted in its entirety and replaced with the following language, titled "Public Records": Page 8 A. Point and Pay understands that the public shall have access, at all reasonable times, to all documents and information pertaining to City Agreements, subject to the provisions of Chapter 119, Florida Statutes, and agrees to allow access by the City and the public to all documents subject to disclosure under applicable laws. Point and Pay's failure or refusal to comply with the provisions of this section shall result in the immediate cancellation of this Agreement by the City. B. Point and Pay shall additionally comply with Section 119.0701, Florida Statutes, including without limitation: (1) keep and maintain public records that ordinarily and necessarily would be required by the City to perform this Service; (2) provide the public with access to public records on the same terms and conditions as the City would at the cost provided by Chapter 119, Florida Statutes, or as otherwise provided by law; (3) ensure that public records that are exempt or confidential and exempt from disclosure are not disclosed except as authorized by law; (4) meet all requirements for retaining public records and transfer, at no cost, to the City all public records in its possession upon termination of this Agreement and destroy any duplicate public records that are exempt or confidential and exempt from disclosure requirements; and, (5) provide all electronically stored public records that must be provided to the City in a format compatible with the City's information technology systems. Notwithstanding the foregoing, Point and Pay shall be permitted to retain any public records that make up part of its work product solely as required for archival purposes, as required by law, or to evidence compliance with the terms of this Agreement. C. Should point and pay determine to dispute any public access provision required by Florida Statutes, then Point and Pay shall do so at its own expense and at no cost to the City. IF POINT AND PAY HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO POINT AND PAYS DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THE CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT (305) 416-1800, VIA EMAIL AT PUBLICRECORDS(&MIAMIGOV.COM, OR REGULAR MAIL AT CITY OF MIAMI OFFICE OF THE CITY ATTORNEY, 444 S.W. 2ND AVENUE, 9T" FLOOR, MIAMI, FL 33130. POINT AND PAY MAY ALSO CONTACT THE RECORDS CUSTODIAN AT THE CITY OF MIAMI DEPARTMENT WHO IS ADMINISTERING THIS AGREEMENT. 24) Section 3.7 of the Exhibit C-1, titled "Survival" is hereby deleted in its entirety and replaced with the following language: All obligations (including but not limited to indemnity and obligations to defend and hold harmless) and rights of any party arising during or attributable to the period prior to expiration or earlier termination of this Agreement shall survive such expiration or earlier termination. 25) Section 15 of the Exhibit C-2, titled "Termination and Default Conditions" is hereby deleted in its entirety and replaced with the following language: If Point and Pay fails to comply materially with any term or condition of this Agreement, or fails to perform in any material way any of its obligations hereunder, and fails to cure such failure after reasonable notice from the City, setting forth the thirty (30) time period to cure, then Point and Pay shall be in default. Point and Pay understands and agrees that termination of this Agreement under this section shall not release Point and Pay from any obligation accruing prior to the effective date of termination. Should Point and Pay be unable or unwilling to commence to perform the Services within the time provided or contemplated herein, then, in addition to the foregoing, Point and Pay shall be liable to the City for all expenses incurred by the City in preparation and negotiation of this Agreement, as well as all costs and expenses incurred by the City in the re -procurement of the Services, including consequential and incidental damages. Page 9 26) Section 16 of the Exhibit C-2, titled "Rights and Obligations" is hereby deleted in its entirety and replaced with the following language, titled "Termination A. The City, acting by and through its City Manager, shall have the right to terminate this Agreement, in its sole discretion, for convenience, and without penalty or any stated cause, at any time, by giving written notice to Point and Pay at least thirty (30) calendar days prior to the effective date of such termination. In such event, the City shall pay to Point and Pay compensation for Services rendered and approved expenses incurred prior to the effective date of termination. In no event shall the City be liable to Point and Pay for any additional compensation and expenses incurred, other than that provided herein, and in no event shall the City be liable for any consequential or incidental damages. The Point and Pay shall have no recourse or remedy against the City for a termination under this subsection except for payment of fees due prior to the effective date of termination. B. The City, by and acting through its City Manager, shall have the right to terminate this Agreement, in its sole discretion, and without penalty, upon the occurrence of an event of a material breach hereunder, and failure to cure the same within thirty (30) days after written notice of default. In such event, the City shall not be obligated to pay any amounts to Point and Pay for Services rendered by Point and Pay after the date of termination, but the parties shall remain responsible for any payments that have become due and owing as of the effective date of termination. In no event shall the City be liable to Point and Pay for any additional compensation and expenses incurred, other than that provided herein, and in no event shall the City be liable for any direct, indirect, consequential or incidental damages. 27) Section 20 of the Exhibit C-2, titled "Assignment and Succession" is hereby deleted in its entirety and replaced with the following language: This Agreement shall be binding upon the parties hereto, their heirs, executors, legal representatives, successors, or assigns. Page 10 IN WITNESS WHEREOF, the Parties have executed this Agreement, or have caused the same to be executed, as of the date and year first above written. "Point and Pay" POINT AND PAY, LLC, a foreign limited liability company authorized to conduct business in Florida ATTES . By: By: Name: Randi Higinbotham Title: Sales Administrator 0,►►'0 Notary Public State of Florida r141, Randi R Higinbotham +, °s M HH 175764�on �O, Add EXP. 9/14/2025 ATTEST: By: Todd B. Hannon City Clerk APPROVED AS TO LEGAL FORM AND CORRECTNESS: By: Victoria Mendez City Attorney Kevin C. Connell Chief Executive Officer «City» CITY OF MIAMI, a Florida municipal corporation By: Arthur Noriega V City Manager APPROVED AS TO INSURANCE REQUIREMENTS: By: Page 12 Anne Marie Sharpe, Director Risk Management COMPANY RESOLUTION (This Resolution needs to authorize the signatory to sign) WHEREAS, Point & Pay LLC a Delaware company, desires to enter into an Agreement with the City of Miami for the purpose of performing the work described in the contract to which this resolution is attached; and WHEREAS, the Board of Managers at a duly held Company meeting has considered the matter in accordance with the Bylaws of the Company; NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF MANAGERS that this Company is authorized to enter into the Agreement with the City, and the Chief Executive Officer (Company title) and the Chief Revenue Officer (Company title) are hereby authorized and directed to execute the Agreement in the name of this Company and to execute any other document and perform any acts in connection therewith as may be required to accomplish its purpose. IN WITNESS WHEREOF, this 2- I day of R (1 , 02 1- Point & Pay, LLC ("Point and Pay, LLC') An Delaware (State) Company By: (sign) Print Name: Kevin Connell TITLE: Chief Executive Officer Print Name: Frank Pollock (sign) Page 13 EXHIBIT "A" CAN/AM TECHNOLOGIES Exhibit C: Statement of Work City of Miami Teller Implementation Project Page 14 Overview This Statement of Work ("SOW") is issued pursuant to the Teller Software as a Service agreement (the "Agreement") between the City of Miami ("Client") and Point & Pay, LLC for services to be provided by Can/Am Technologies, Inc ("CanAm"). The SOW describes the scope and pricing of services and hardware for the Teller implementation project. This Project has a fixed -price cost of $277,380 for professional services, not including optional items or hardware separately itemized in this document. SaaS Licensing costs are separately specified in the Teller SaaS Agreement. Professional Services costs are fixed costs and payable as per the Payment Milestones section in this document. The schedule will be discussed with the Client project team at the Project Kick-off meeting before a final schedule is established and will be contingent on several factors including Client staff availability and resources. Note that Check Validation is priced as an optional add -on in the Teller Pricing Exhibit. No additional services are required for Check Validation implementation. Page 15 Contact Information Can/Am Technologies President: Joshua Langemann • Direct Phone: 303-847-4684 • E-mail: ioshua@canamtechnologies.com Teller Project Manager: Jacqueline Daily-Malysa • Direct Phone: 720-930-4056 • E-mail: iacgueline@canamtechnologies.com Can/Am Technologies Information: Mailing Address: 1726 Cole Blvd, Suite 210 Lakewood, CO 80401 Telephone: 1-844-583-5537 — toll -free Page 16 Scope of Work The implementation project includes project planning, project management and project administration services to execute the Project successfully within the stated timelines and budget. The scope includes the project kickoff, Teller setup/configuration, development/testing of all integrations, standard reporting, training, and UAT/Go-live support. The stated Target Month may be adjusted once an approved project timeline is completed. Scope of Software • Test Teller tenant for Client, for the purpose of testing and training • Teller production tenant for Client • 200 named user licenses • Real-time interface with Oracle A/R • Real-time interface with iBuild Permitting Software • Real-time interface with one other Third -Party Application • Real-time interface with SalesForce • Lockbox Import interface • Wells Fargo bank interface for ICL deposit of checks • Revenue Submission module • Check Recognition for up to 15,000 check scans per year Scope of Services 1 Kickoff On -site 3-day trip including: Meeting, • Teller Kickoff meeting with Analysis implementation team members to Workshops, provide project overview and and demonstration of Teller. Configuration • Analysis workshops for configuration of Teller software. • IT workshop for coordination of deployment, hosting, and IT requirements for equipment. Interface • Project planning. On -site 4-day trip including: 2 Workshops • Analysis of iBuild Interface • Analysis of other Third -Party Application interface • Analysis Oracle A/R interface and configuration • IT Equipment Setup Followup • Credit Processing equipment and rollout plan CanAm has completed workshops and shared the resulting decisions. CanAm has completed workshops and shared the resulting decisions. Page 17 �rface Interface specifications for all third -party !cifications interfaces. • iBuild • * other Third -Party Application • Oracle A/R • * SalesForce * Note that other and SalesForce system details are TBD and specifications may not be available until later in the project. er Completion of initial Teller Configuration and ifiguration Setup based on Workshops, including configuration for Parks and Revenue Submission er Reports Analysis, design, and development of 10 moderate complexity custom reports. Configuration of report in Client environment. Moderate Complexity is a report similar in field count and layout elements to the Teller Report of Collections or the Teller Close Out Report. ?rface Development of Teller interfaces (elopment Lockbox Configuration tem System Integration Testing with City systems and ?gration all interfaces and configuration in place. ting ining Trip 1 Delivery of final configuration. Training preparation and on -site 2-day trip for delivery of setup and training sessions: 1. Teller Usage training (Train the Trainer) 2. Teller Administrator training (Train the Trainer) CanAm has delivered Interface Specification documents based on information gathered with Client on each interface. CanAm has performed initial Teller configuration available to Client in Test environment. CanAm has demonstrated all reports Client Test environment. CanAm has demonstrated working integrations in Client Test environment. CanAm has demonstrated working integration in Client Test environment of all system integrations. Training sessions completed ining Trip 2 On -site 2-day training trip: i Training sessions completed 1. Teller Configuration training 2. Teller Reporting training ining Trip 3 On -site 2-day training trip: 1. Teller Usage training (Train the Trainer) 2. Teller Administrator training (Train the Trainer) Note: additional training trips added for training the key users in additional groups at the City. Training sessions completed ining Trip 4 On -site 2-day training trip: Training sessions completed 1. Teller Usage training (Train the Trainer) 2. Teller Administrator training (Train the Trainer) Page 18 Note: additional training trips added for training the key users in additional groups at the City. Remote support for Client's User Acceptance Testing. Client -led End -User Training. Provision Teller Production environment. Provide 5 days of on -site go live support by a Teller technician. 2-week Post -Go Live Support by Implementation team. Transition to Teller Client Care for ongoing support. Monthly Project Plan and oversee all aspects of the Teller Management implementation project to meet the Client's Monthly project goals on time and within budget. CanAm has resolved any High or Critical priority issues raised during agreed - upon UAT period. All critical Client business functionality has been passed/verified in the Teller system. Teller is utilized in Production by Client for two weeks with all in -scope functions operational and any High or Critical priority issues resolved in Production to Client satisfaction. $1,500 per month of project, starting with Project Kickoff and culminating with Go -Live. Estimated at 8 months. Page 19 Payment Milestones Invoices will be sent once a month for PM services and the portion of the project attributable to the month per the schedule below. Hardware will be billed on separate invoices. Month Planned Activities Notes Amount 0 Project Initiation 25% of services upon contract $66,345 execution (excluding monthly project management fees). 1 On -site Kickoff Meeting, Analysis Services, PM Workshops. 2 On -site Interface Workshops, Interface Services, PM Specifications 3 Teller Configuration and Reports Services, PM 4 Interface Development 5 Interface Development 6 System Integration Testing, Training 7 Training, UAT, Client -led End -User Training 8 UAT, Production Go -Live Pricing Terms Services, PM Services, PM Services, PM Services, PM Services, PM $26,400 $26,400 $26,400 $26,400 $26,400 $26,400 $26,400 $26,235 $277,380 • All quoted pricing is in US dollars and exclusive of any applicable taxes. • All invoices are based on Net 30 payment terms. • Project Management will be billed monthly for the duration of the project upon completion of each month until final acceptance. Page 20 Optional Services Salesforce Interface Development of an interface to transact data between Teller and $17,650 SalesForce Lockbox Import Development/configuration of an import interface to pull lockbox data $9,350 files into Teller for recording and posting to Oracle A/R. Page 21 Hardware Options Check Scanners are required for the Client to capture check images as part of taking payments, for ICL remote deposit and research purposes. Electronic Cash Drawers are only reauired if it is important that Teller manage the o enin and to in of cash drawer access. Epson TM-T88VI-DT2 Receipt Printer Core i5, 128GB hard drive space with Windows 10 3-year manufacturer warranty r Option: Compact Epson TM-M30ii POS Receipt Printer Receipt Printer 2-year manufacturer warranty Receipt Printer Epson TM-T88VI Receipt Printer Option 4-year manufacturer warranty Receipt Printer Epson TM-H6000V-054 Multifunction with Validator Printer with USB and Ethernet options. Option Check Scanner Digital Check CheXpress CX30 Digital Check CheXpress TS-240, 50 DPM, Option: Multi- 100 document feeder with ink jet endorser Check Scanner Note: other models and options available Option: Fast Digital Check CheXpress TS-500, 150+ Multi -Check DPM, 100 document feeder, ink jet Scanner endorser Cash Drawer APG Series 4000 Electronic Cash Drawer with Multi -Pro interface cable. Honeywell Barcode Scanner - USB with Barcode Scanner Stand Unit price $1,730 Quantity 0 Total $0 $250 0 $0 $389 $718 $406 $784 $1,378 $292 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 $227 0 $0 Page 22 Assumptions • If the Receipt Printer with embedded Operating System is chosen, City IT department to ensure that Windows Security Updates are managed and performed. • All deliverables are provided on a fixed price basis. • The travel and accommodation costs necessary to deliver the scope of this effort described in this document are included in the specified pricing. Additional travel made at the Client's request or due to expanded project scope will be an additional cost. • First year of hosting/licensing and Project Initiation fee will be invoiced per the Teller Software as a Service Agreement. • Usage training is on a "train the trainer" basis, designed to enable the Client's key users to train existing and future staff on Teller. • Client to acquire all credit terminal equipment from Point & Pay. • Client staff will be available when required. Delays caused by lack of access may impact cost and schedule. • Image Cash Letter integration is based on an interface to Wells Fargo. Client Responsibilities • Provide current cashiering process documentation, including copies of any forms or receipts used. • Provide mandatory cash management controls required. • Provide list of items for sale with applicable price & account strings. • Identify and provide subject matter experts to collaborate with CanAm. • Attend analysis, demonstration, and training sessions. • Create user acceptance testing scenarios and plans. • Provide training to end users prior to go live. • Acquire and set up all POS hardware and Credit Terminals. • For all business application interfaces, obtain and provide the Teller implementation team with all API specifications and/or database connections and a dev/test environment suitable for development of the interfaces. Where a test environment is not available, Client will provide a technical resource that will provide sample input data and validation of all output batch files. Page 23 UAT and Change Management UAT Acceptance The process of UAT acceptance allows the project teams and other project stakeholders to confidently move the project forward to Go Live knowing that key deliverables have been completed to the satisfaction of both parties. Upon completion of all deliverables and delivery of the complete system into the Client Testing Environment, Client will conduct User Acceptance Testing based on test plans that the Client develops. CanAm will support Client in this process. Within 10 business days of testing, Client will deliver to CanAm a list of medium or high priority issues that must be resolved prior to go live, if any. Once the issues have been resolved, Client will test and either approve for Go Live or provide an additional list of items to resolve. Change Requests Scope management is a joint responsibility of the CanAm Project Manager and the Client Project Manager. The project team naturally plays a significant role in the management of scope and ultimately the success of the project. The change control process is initiated when CanAm and/or Client determine that a change is required to the current scope or schedule baseline at the time the change is identified. Changes to the project scope, schedule and costs will be documented and agreed to using Change Request forms executed by the Client Project Manager and the CanAm Project Manager. Page 24 Warranty 1. CanAm represents and warrants that: a. it will perform the Services in a professional manner. This includes taking in good faith all reasonable measures to achieve the results described in the Statement of Work; b. the Deliverables created by CanAm in connection with this Agreement will conform to the terms and specifications provided herein; c. it will not unreasonably delay deliverables beyond the estimated completion months set forth above, and it will immediately inform Client of any delays; d. it has the full power and authority to enter into this Agreement, to carry out the obligations under this Agreement and to grant to Client the rights granted hereunder. 2. Unless otherwise directed by Client, CanAm will commence the Services at the time specified in the Statement of Work or as otherwise agreed by the Parties. Unless otherwise specified by Client, the Services will continue without interruption, and the Services will be completed, and the Deliverables will be provided within the time specified. Notwithstanding the foregoing, Client acknowledges that CanAm's performance of this Agreement is dependent in part on Client's actions and that any dates or time periods relevant to the performance of this Agreement by CanAm will be appropriately extended to account for any delays caused by Client's actions or omissions or failure to perform any of its obligations pursuant to this Agreement. Furthermore, if such failure remains uncorrected after the receipt by Client of a notice with respect to any such failure, CanAm may charge Client all reasonable costs and charges sustained or incurred by CanAm (at CanAm's then current hourly rates) for additional time and materials expended by CanAm as a result of any delay(s) associated with such failure. 3. CanAm warrants the Services provided under this Agreement for a period of thirty (30) days after go -live. 4. TO THE MAXIMUM EXTENT PERMITTED BY LAW, CANAM DISCLAIMS ALL OTHER WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE OR OF MERCHANTABLE QUALITY, WHETHER ARISING BY STATUTE OR IN LAW OR AS A RESULT OF A COURSE OF DEALING OR TRADE USAGE. Page 25 EXHIBIT "B" '0 point pay w Teller9 Prepared for City of Miami, FL Overview Quotation Summary Prepared by Joshua Langemann Can/Am Technologies, Inc. ioshua(a canamtechnolo�4ies.com 303-847-4684 This quotation summary was prepared with input from Point & Pay and Can/Am Technologies, and includes the pricing provided for Teller and Point & Pay software and services for the City of Miami. The software licensing and services details and assumptions have been provided in separate Teller Statement of Work, Teller SaaS Agreement, and Point & Pay Pricing documents. This summary identifies the costs for the full requested scope of Services, Software, and Hardware. Details of hardware costs are listed separately based on volumes requested by the City of Miami. Note that optional items (Salesforce Integration, Lockbox Import) are included in the totals below. Page 26 Summary of 5-year Costs in Final Investment Analysis Year Company Services/Travel Equipment SaaS/Support Fees PerTransaction (515,000*.25) Total Can/Am Cost Total Pointand Pay Cost Total Cost 1 Can/Am Teller $277,380 $52,92C $140,940 $0 $471,240 1 Point and Pay $36,000 :r $0 $52,920 515,200 r $128,750 r $0 $179,950 $651,190 2 Can/Am Teller $0 $0 $140,940 $0 $140,940 2 2 Point and Pay Total $0 r $0 r $15,200 $156,140 $128,750 $128,750 $0 $143,950 $284,890 3 Can/Am Teller $0 $0 $140,940 $0 $140,940 3 Poi ntand Pay $0 r $0 a 515,200 $156,140 $128,750 $128,750 $0 $143,950 r 4 Can/Am Teller $0 $0 $145,168 $0 $145,168 4 Point and Pay $0 r $0 r $15,200 $129,750 750 $0 $143,950 5 Can/Am Teller $0 $0 $149,523 50 $149,523 5 Pointand Pay $0 $0 $15,200 $128,75C $0 5143,950 so so 5YearCost Can/Am Teller $277,390 $52,920 $717,511 $0 $1,047,811 $0 5Year Cost MyearCost Point and Pay Total $36,000 $313,380 $0 $52,920 $76,000 $793,511 $643,750 $643,750 $0 $1,D47,811r $755,750 $1,803,561 Sales Tax not included Page 27 Teller Equipment Pricing City of Miami, Equipment Calculations Item/Component Model/Description Unit Price Quantity Extended Price Compact POS Receipt Printer Epson TM-M30/USB/Thermal Printer $250 70 $17,500 Receipt Printer with Embedded Windows 10 OS Epson TM-T88VI-DT2 $1,730 0 $0 Receipt Printer Option Epson TM-T88V1 Receipt Printer $389 0 $0 Receipt Printer with Validator Option EPSON TM-H6000V-054, Multifunction Printer with USB and Ethernet $718 0 $0 Check Scanner Digital Check CheXpress CX30 $406 70 $28,420 Multi -check Scanner Digital Check TS-240 50 DPM $784 0 $0 Batch Check Scanner (faster) Digital Check TS500-200-IJ scanner, 200 DPM $1,378 0 $0 Cash Drawer APG Series 4000 Electronic Cash Drawer with Multi -Pro interface $292 0 $0 Credit/Debit Device Elavon Ingenico Terminal, supplied by Elavon $100 70 $7,000 Total Equipment 210 $52,920 Page 28 EXHIBIT "C" INSURANCE REQUIREMENTS Commercial General Liability A. Limits of Liability Bodily Injury and Property Damage Liability Each Occurrence $ 1,000,000.00 General Aggregate Limit $ 2,000,000.00 Personal and Adv. Injury $ 1,000,000.00 Products/Completed Operations $ 1,000,000.00 B. Endorsements Required City of Miami listed as additional insured Contingent & Contractual Liability Premises and Operations Liability Primary Insurance Clause Endorsement Business Automobile Liability A. Limits of Liability Bodily Injury and Property Damage Liability Combined Single Limit Owned/Scheduled Autos Including Hired, Borrowed or Non -Owned Autos Any One Accident $ 1,000,000.00 B. Endorsements Required City of Miami listed as an additional insured III. Worker's Compensation Limits of Liability Statutory -State of Florida Waiver of Subrogation Employer's Liability A. Limits of Liability $100,000.00 for bodily injury caused by an accident, each accident $100,000.00 for bodily injury caused by disease, each employee $500,000.00 for bodily injury caused by disease, policy limit IV. Professional Liability/Errors and Omissions Coverage Combined Single Limit Each Claim $2,000,000.00 General Aggregate Limit $2,000,000.00 Retro Date Included Page 29 V. Network Security and Privacy Injury (Cyber Liability) Each Claim $2,000,000.00 Policy Aggregate $2,000,000.00 Retro Date Included Consultant agrees to maintain Professional Liability/Errors & Omissions coverage, along with Network Security and Privacy Injury (Cyber) coverage, if applicable, for a minimum of one (1) year after termination of the contract period subject to continued availability of commercially reasonable terms and conditions of such coverage. VI. Umbrella Liability Each Occurrence Policy Aggregate $1,000,000.00 $1,000,000.00 City of Miami listed as an additional insured. Policy is excess over the General liability and automobile policies. The above policies shall provide the City with written notice of cancellation or material change from the insurer in accordance with policy provisions. Companies authorized to do business in the State of Florida, with the following qualifications, shall issue all insurance policies required above: The company must be rated no less than "A-" as to management, and no less than "Class V" as to Financial Strength, by the latest edition of Best's Insurance Guide, published by A.M. Best Company, Oldwick, New Jersey, or its equivalent. All policies and/or certificates of insurance are subject to review and verification by Risk Management prior to insurance approval. Page 30 Detail by Entity Name Page 1 of 2 Florida Department of State Department of State / Division of Corporations / Search Records / Search by Entity Name / Detail by Entity Name Foreign Limited Liability Company POINT AND PAY, LLC Filing Information Document Number M10000002087 FEI/EIN Number 27-2028830 Date Filed 05/07/2010 State DE Status ACTIVE Principal Address 250 STEPHENSON HIGHWAY TROY, MI 48083 Mailing Address 250 STEPHENSON HIGHWAY TROY, MI 48083 Reaistered Aaent Name & Address C T CORPORATION SYSTEM 1200 SOUTH PINE ISLAND ROAD PLANTATION, FL 33324 Authorized Person(s) Detail Name & Address Title MGR GARDNER, MARC 250 STEPHENSON HIGHWAY TROY, MI 48083 Annual Reports Report Year Filed Date 2018 01 /17/2018 2019 02/07/2019 2020 04/08/2020 Document Images 04/08/2020 -- ANNUAL REPORT 02/07/2019 -- ANNUAL REPORT 01/17/2018 -- ANNUAL REPORT View image in PDF format View image in PDF format View image in PDF format rgr DIVISION OF CORPORATIONS http://search. sunbiz. org/Inquiry/CorporationSearch/SearchResultDetail?inquirytype=Entity... 2/4/2021 Detail by Entity Name Page 2 of 2 01/09/2017 --ANNUAL REPORT View image in PDF format 01/11/2016 -- AMENDED ANNUAL REPORT View image in PDF format 01/07/2016 -- AMENDED ANNUAL REPORT View image in PDF format 01/06/2016 -- ANNUAL REPORT View image in PDF format 05/06/2015 -- ANNUAL REPORT View image in PDF format 01/22/2014 -- ANNUAL REPORT View image in PDF format 02/18/2013 -- ANNUAL REPORT View image in PDF format 04/27/2012 -- ANNUAL REPORT View image in PDF format 04/19/2011 --ANNUAL REPORT View image in PDF format 05/07/2010 -- Foreign Limited View image in PDF format Florida Department of State, Division of Corporations http://search. sunbiz. org/Inquiry/CorporationSearch/SearchResultDetail?inquirytype=Entity... 2/4/2021