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HomeMy WebLinkAbout23845AGREEMENT INFORMATION AGREEMENT NUMBER 23845 NAME/TYPE OF AGREEMENT POINT & PAY LLC DESCRIPTION SUPPLEMENTAL AGREEMENT/CUSTOMER PORTAL & MERCHANT SERVICES/FILE ID: 11375/R-22-0103/MATTER ID: 21-2974 EFFECTIVE DATE April 4, 2022 ATTESTED BY TODD B. HANNON ATTESTED DATE 4/4/2022 DATE RECEIVED FROM ISSUING DEPT. 4/5/2022 NOTE DOCUSIGN AGREEMENT BY EMAIL DocuSign Envelope ID: 3BD3D89F-EBF2-481D-B59D-20454DAF4D3A f iYtl l llll,ll w. CITY OF MIAMI DOCUMENT ROUTING FORM ORIGINATING DEPARTMENT: DEPT. CONTACT PERSON: Aimee Gandarilla EXT. 1906 NAME OF OTHER CONTRACTUAL PARTY/ENTITY: BERNALILLO COUNTY, NM AND POINT AND Department of Procurement PAY, LLC IS THIS AGREEMENT A RESULT OF A COMPETITIVE PROCUREMENT PROCESS? TOTAL CONTRACT AMOUNT: $ FUNDING INVOLVED? TYPE OF AGREEMENT: ❑ MANAGEMENT AGREEMENT ❑ PROFESSIONAL SERVICES AGREEMENT ❑ GRANT AGREEMENT ❑ EXPERT CONSULTANT AGREEMENT ❑ LICENSE AGREEMENT YES YES ❑ PUBLIC WORKS AGREEMENT ❑ MAINTENANCE AGREEMENT ❑ INTER -LOCAL AGREEMENT ❑ LEASE AGREEMENT ❑ PURCHASE OR SALE AGREEMENT OTHER: (PLEASE SPECIFY) SUPPLEMENTAL AGREEMENT NO NO PURPOSE OF ITEM (BRIEF SUMMARY): SUPPLEMENTAL AGREEMENT TO MASTER SERVICES AGREEMENT RFP NO. 18-20-EM WITH BERNALILLO COUNTY, NM AND POINT AND PAY, LLC COMMISSION APPROVAL DATE: 3/10/22 FILE ID: 11375 ENACTMENT NO.:22-0103 IF THIS DOES NOT REQUIRE COMMISSION APPROVAL, PLEASE EXPLAIN: ROUTING INFORMATION Date PLEASE PRINT AND SIGN DIRECTOR OF PROCUREMENT/CHIEF PROCUREMENT OFFICER PR22104 March 30, 2022 Annie Perez CPPO 111:29:39 EDT SIGNATURE:CA— �..,..., Cass RISK MANAGEMENT March 30, 2022 Ann -Marie Sharpeuea I 11:33:17 SIGNATURE:r7,... ran k 40\t,y 273056-63182110 CITY ATTORNEY Matter 21-2974 April 1, 2022 Victoria Mendez 1 01:01:24 EDT SIGNATURE:4 v,;Q. ASSISTANT CITY MANAGER, CHIEF FINANCIAL OFFICER Apri 1 1, 2022 Fernando Casamayo I 08:13 : 38 EDT etl,, SIGNATURE: Natasha Colebrook -Williams SIGNATURE: ASSISTANT CITY MANAGER, CHIEF OF OPERATIONS DEPUTY CITY MANAGER Nzeribe Ihekwaba, Ph.D., PE SIGNATURE: CITY MANAGER April 4, 2022 Arthur Noriega V (SIGNATURE: E,D L ... avfluur hiwiLla CITY CLERK April 4, 2022 Todd Hannon 117:11:01 EDT SIGNATURE: PLEASE ATTACH THIS ROUTING FORM TO ALL DOCUMENTS THAT REQUIRE EXECUTION BY THE CITY MANAGER DocuSign Envelope ID: 3BD3D89F-EBF2-481D-B59D-20454DAF4D3A City of Miami Office of the City Attorney Legal Services Request To: Office of the City Attorney From: Cristiane Lima Contact Person Procurement Contracting Officer Title 3/29/2022 Date: Procurement Requesting Client (305) 416-19 Telephone Legal Service Requested: Matter 21-2974 - SUPPLEMENTAL AGREEMENT TO MASTER SERVICES AGREEMENT RFP NO. 18-20-EM WITH BERNALILLO COUNTY, NM AND POINT AND PAY, LLC Complete form and forward to the Office of the City Attorney or e-mail to Legal Services. Do not assume that the Office of the City Attorney knows the background of the question and/or issue, such as opinions on the same or similar issues, the existence of relevant memos, correspondence, etc. Please attach to this form and/or e-mail all pertinent information relating to the subject. Once your request has been assigned, an e-mail will be sent to you with the Assigned Attorney's name and the issued matter identification number. All attorneys in the Office of the City Attorney shall fully comply with the Rules Regulating the Florida Bar. For Legal Services requesting an opinion from the Office of the City Attorney: FlIssue opinion in writing. nPublish opinion after issuance. Authorized by: Annie Perez Date response requested by: BELOW PORTION TO BE COMPLETED BY THE OFFICE OF THE CITY ATTORNEY Assigned Attorney: Date: File No. Approved by: Ultimate Client: Comments: D / R Date: Type: Matrix: Category: Copy returned to Requesting Client Copy to Ultimate Client rev. 04/14/2017 DocuSign Envelope ID: 3BD3D89F-EBF2-481D-B59D-20454DAF4D3A ANNIE PEREZ, CPPO Chief Procurement Officer ARTHUR NORIEGA V City Manager 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 Apri 1 4th , 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: 1 DocuSign Envelope ID: 3BD3D89F-EBF2-481D-B59D-20454DAF4D3A 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 DocuSign Envelope ID: 3BD3D89F-EBF2-481D-B59D-20454DAF4D3A 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 DocuSign Envelope ID: 3BD3D89F-EBF2-481D-B59D-20454DAF4D3A 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 DocuSign Envelope ID: 3BD3D89F-EBF2-481D-B59D-20454DAF4D3A 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, 10th 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 DocuSign Envelope ID: 3BD3D89F-EBF2-481D-B59D-20454DAF4D3A 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 DocuSign Envelope ID: 3BD3D89F-EBF2-481D-B59D-20454DAF4D3A 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 Majeure" 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 DocuSign Envelope ID: 3BD3D89F-EBF2-481D-B59D-20454DAF4D3A 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 DocuSign Envelope ID: 3BD3D89F-EBF2-481D-B59D-20454DAF4D3A 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 PAY'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THE CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT (305) 416-1800, VIA EMAIL AT PUBLICRECORDS(c�MIAMIGOV.COM, OR REGULAR MAIL AT CITY OF MIAMI OFFICE OF THE CITY ATTORNEY, 444 S.W. 2ND AVENUE, 9TH 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 DocuSign Envelope ID: 3BD3D89F-EBF2-481D-B59D-20454DAF4D3A 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 DocuSign Envelope ID: 3BD3D89F-EBF2-481D-B59D-20454DAF4D3A 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. Name: Randi Higinbotham Title: Sales Administrator ktNotary Public State of Florida Randi R Higinbotham My Commission MH 175764 ^ Exp. 9/14/2025 ATTEST: By: Ff - Todd B. Hannon "Point and Pay" POINT AND PAY, LLC, a foreign limited liability company authorized to conduct business in Florida By: Kevin C. Connell Chief Executive Officer "City" CITY OF MIAMI, a Florida municipal corporation DocuSigned by: By: arflour Noviur, Arthur Noriega V City Clerk City Manager APPROVED AS TO LEGAL FORM AND APPROVED AS TO INSURANCE CORRECTNESS: REQUIREMENTS: Y By: ' 'Vctoria Mendez City Attorney ADS By: 3/31/22 Anne Marie Sharpe, Director (Matter 21-2974) Risk Management Page 12 DocuSign Envelope ID: 3BD3D89F-EBF2-481D-B59D-20454DAF4D3A 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 FebruaN Point & Pay, LLC ("Point and Pay, LLC") An Delaware (State) Company By: Print Name: Kevin Connell (sign) TITLE: Chief Executive Officer (sign) Print Name: Frank Pollock Page 13 Detail by -Entity Name DocuSign Envelope ID: 3BD3D89F-EBF2-481D-B59D-20454DAF4D3A Page 1 of 2 .orida Department of State Difir ( 9i brg r�J/i!s^lrr7SialY of Florida wtdIt Department of State / Division of Corporations / Search Records / Search by Entity Name / DIVISION OF CORPORATIONS 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 Registered Agent 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 http: //search. sunbiz. org/Inquiry/CorporationSearch/SearchResultDetail?inquirytype=Entity... 2/4/2021 Detail by -Entity Name DocuSign Envelope ID: 3BD3D89F-EBF2-481D-B59D-20454DAF4D3A Page 2 of 2 01/09/2017 — ANNUAL REPORT 01/11/2016 — AMENDED ANNUAL REPORT 01/07/2016 — AMENDED ANNUAL REPORT 01/06/2016 — ANNUAL REPORT 05/06/2015 — ANNUAL REPORT 01/22/2014 — ANNUAL REPORT 02/18/2013 — ANNUAL REPORT 04/27/2012 — ANNUAL REPORT 04/19/2011 —ANNUAL REPORT 05/07/2010 — Foreign Limited View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format Florida Department of State, Division of Corporations http: //search. sunbiz. org/Inquiry/CorporationSearch/SearchResultDetail?inquirytype=Entity... 2/4/2021 DocuSign Envelope ID: 3BD3D89F-EBF2-481D-B59D-20454DAF4D3A ACORD® CERTIFICATE OF LIABILITY INSURANCE �.---- 12/31/2022 DATE (MM/DD/YYYY) 3/21/2022 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER LOCkton Companies 444 W. 47th Street, Suite 900 Kansas City MO 64112-1906 (816) 960-9000 CONT NAME:CT PHONE FAX (A/C, No. Extl: (A/C, No): E-MAIL ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC # INSURER A : The Charter Oak Fire Insurance Company 25615 INSURED POINT AND PAY, LLC 1401149 DBA POINT & PAY 250 STEPHENSON HIGHWAY TROY MI 48083 INSURER B : The Travelers Indemnity Company of Connecticut 25682 INSURER C : Travelers Property Casualty Co of America 25674 INSURER D : INSURERS: INSURER F: COVERAGES CERTIFICATE NUMBER: 18360523 REVISION NUMBER: XXXXXXX THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL INSD SUBR WVD POLICY NUMBER POLICY F (MM/D POLICY EXP (MM/DD/YYYY) LIMITS A X COMMERCIAL GENERAL LIABILITY Y N 630 9L125125 !' �[` O O 1 0 12/31/2022 EACH OCCURRENCE $ 1,000,000 CLAIMS -MADE X OCCUR DAMAGE RETE PREMISESO(Ea occur ence) $ 1,000,000 MED EXP (Any one person) $ 10,000 PERSONAL & ADV INJURY $ 1,000,000 GENERAL AGGREGATE $ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES JECT X PER: LOC PRODUCTS - COMP/OP AGG $ 2,000,000 $ B AUTOMOBILE x X LIABILITY ANY AUTO OWNED X SCHEDULED AUTOS NON -OWNED AUTOS ONLY Y N BA 9L147246`� �V\\) �, ``/ P ec `^, 0.� �,J Y 12/31/2021 12/31/2022 COMBINED SINGLE LIMIT (Ea accident) $ 1,000,000 BODILY INJURY (Per person) $ XXXXXXX BODILY INJURY (Per accident) $ XXXXXXX PROPERTY DAMAGE (Per accident) $ XXX XXXX $XXXXXXX UMBRELLA LIAB EXCESS LIAB O OCCUR CLAIMS -MADE X �iOT APPLICABLE EACH OCCURRENCE $ XXXXXXX AGGREGATE $ XXXXXXX DED RETENTION $ $ XXXXXXX C WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below Y / N N N / A N UB 9L14697A 12/31/2021 12/31/2022 X PER STATUTE OTH- ER E.L. EACH ACCIDENT $ 1,000,000 E.L. DISEASE - EA EMPLOYEE $ 1,000,000 E.L. DISEASE - POLICY LIMIT $ 1,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) CITY OF MIAMI AS ADDITIONAL INSURED WITH RESPECT TO GENERAL LIABILITY AND AUTO LIABILITY. PRIMARY AND NON-CONTRIBUTORY LANGUAGE INCLUDED FOR GENERAL LIABILITY AND AUTO, AS REQUIRED BY WRITTEN CONTRACT AND WHERE ALLOWED BY LAW. COVERAGE IS SUBJECT TO THE TERMS AND CONDITIONS OF THE POLICY. CERTIFICATE HOLDER CANCELLATION 18360523 CITY OF MIAMI 444 SW 2ND AVENUE, 6TH FLOOR MIAMI FL 33130 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ' l ©1988s'1015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD DocuSign Envelope ID: 3BD3D89F-EBF2-481D-B59D-20454DAF4D3A From: To: Cc: Subject: Date: Attachments: Gomez Jr., Francisco (Frank) Carbonell, Aileen Quevedo, Terry RE: PROCUREMENT INSURANCE REVIEW FOR POINT AND PAY LLC dba POINT & PAY Monday, March 28, 2022 8:32:30 AM image002.onq Hello Aileen, The COI is adequate. Thanks, Frank Gomez, PIAM, CPII Property & Casualty Manager City of Miami Risk Management (305) 416-174o Office (3o5) 416-176o Fax fgomez@miamigoy.com "Serving, Enhancing, and Transforming our Community" From: Carbonell, Aileen <ACarbonell@miamigov.com> Sent: Monday, March 28, 2022 8:30 AM To: Gomez Jr., Francisco (Frank) <FGomez@miamigov.com> Cc: Quevedo, Terry <TQuevedo@miamigov.com> Subject: PROCUREMENT INSURANCE REVIEW FOR POINT AND PAY LLC dba POINT & PAY Importance: High Good morning, Please review the insurance attached at your earliest convenience and advise if adequate according DocuSign Envelope ID: 3BD3D89F-EBF2-481D-B59D-20454DAF4D3A AGENDA ITEM SUMMARY FORM File ID: #11375 Date: 01/19/2022 Commission Meeting Date: 03/10/2022 Requesting Department: Department of Finance Sponsored By: District Impacted: All Type: Resolution Subject: Approve - Bernalillo County RFP-18-20-EM Customer Portal and Merchant Services Purpose of Item: The nature of this item is to establish a resolution of the City of Miami Commission, with attachments, authorizing the piggyback of the Bernalillo County Contract No. RFP-18- 20-EM for Customer Portal and Merchant Services, for City of Miami's Department of Finance ("Finance"), pursuant to Section 18-111 of the Code of the City of Miami, Florida, as amended, with Point and Pay, LLC ("Point and Pay"), which was competitively solicited for a term of four (4) years with the option to renew for two (2) additional one (1) year periods and will expire on September 15, 2024, subject to any renewals, extensions and/or replacement contracts by Bernalillo County; allocating funds from Finance's Project No. 40-B223103 and Award 1426 and other sources of funds, subject to the availability of funds and budgetary approval, at the time of need; authorizing the City Manager to execute the supplemental agreement, in a form acceptable to the City Attorney; further authorizing the City Manager to negotiate and execute any and all documents, including any amendments, renewals, and extensions subject to all allocations, appropriations and budgetary approvals having been previously made, compliance with applicable provisions of the Code of the City of Miami, Florida, as amended, ("City Code"), including, the City of Miami's Procurement Ordinance, Anti -Deficiency Act, and Financial Integrity Principles, all as set forth in Chapter 18 of the City Code, in a form acceptable to the City Attorney, and in compliance with all applicable laws, rules and regulations, as may be deemed necessary for said purpose. Background of Item: The City of Miami's ("City") Department of Finance ("Finance") has a need for a payment processing solution that consolidates a variety of payment methods and interfaces with existing Finance applications and systems. By accessing the Bernalillo County Contract No. RFP-18-20-EM for Customer Portal and Merchant Services, it will enable the City to simplify the payments processes, efficiently reconcile the City Departments' transactions and provide effective accountability and control of all receivables. This contract has a term of four (4) years with the option to renew for two (2) additional one (1) year periods and will expire on September 15, 2024. The estimated fiscal impact is approximately $1,803,561.00 in the aggregate for the remainder of the contract and options to renew periods. Budget Impact Analysis DocuSign Envelope ID: 3BD3D89F-EBF2-481D-B59D-20454DAF4D3A Item is an Expenditure Item is NOT Related to Revenue Item is NOT funded by Bonds Total Fiscal Impact: Approximately $1,803,561.00 in the aggregate for the remainder of the OTR period. Department of Finance Account No.: Project 40-B223103 and Award 1426 This is a four (4) year term contract with option to renew for two (2) additional one (1) year terms. No lease or loan obligations will result from this contract. Department of Finance Office of Management and Budget Office of Management and Budget Department of Procurement City Manager's Office City Manager's Office Legislative Division Office of the City Attorney Office of the City Attorney Office of the City Attorney City Commission Reviewed By Erica T Paschal Donovan Dawson Marie Gouin Annie Perez Fernando Casamayor Arthur Noriega V Valentin J Alvarez Pablo Velez Valentin J Alvarez Victoria Mendez Maricarmen Lopez Department Head Review Budget Analyst Review Budget Review Procurement Review Assistant City Manager Review City Manager Review Legislative Division Review ACA Review Deputy City Attorney Review Approved Form and Correctness Meeting Completed 01/20/2022 11:59 AM Completed 02/24/2022 11:52 AM Completed 02/25/2022 5:05 PM Completed 02/25/2022 5:23 PM Completed 02/25/2022 10:35 PM Completed 02/26/2022 6:50 AM Completed 02/26/2022 7:15 AM Completed 02/28/2022 11:06 AM Skipped 02/28/2022 11:41 AM Completed 02/28/2022 6:13 PM Completed 03/10/2022 9:00 AM DocuSign Envelope ID: 3BD3D89F-EBF2-481D-B59D-20454DAF4D3A City of Miami Legislation Resolution Enactment Number: R-22-0103 City Hall 3500 Pan American Drive Miami, FL 33133 www.miamigov.com File Number: 11375 Final Action Date:3/10/2022 A RESOLUTION OF THE MIAMI CITY COMMISSION, AUTHORIZING THE ACCESSING OF THE BERNALILLO COUNTY, NEW MEXICO CONTRACT NO. RFP- 18-20-EM FOR CUSTOMER PORTAL AND MERCHANT SERVICES, FOR THE CITY OF MIAMI ("CITY") DEPARTMENT OF FINANCE ("FINANCE"), PURSUANT TO SECTION 18-111 OF THE CODE OF THE CITY OF MIAMI, FLORIDA, AS AMENDED ("CITY CODE"), WITH POINT AND PAY, LLC, A FOREIGN LIMITED LIABILITY COMPANY AUTHORIZED TO CONDUCT BUSINESS IN FLORIDA ("POINT AND PAY"), WHICH WAS COMPETITIVELY SOLICITED FOR AN INITIAL TERM OF FOUR (4) YEARS WITH THE OPTION TO RENEW FOR TWO (2) ADDITIONAL ONE (1) YEAR PERIODS AND IS EFFECTIVE THROUGH SEPTEMBER 15, 2024, SUBJECT TO ANY RENEWALS, EXTENSIONS, AND/OR REPLACEMENT CONTRACTS BY BERNALILLO COUNTY; ALLOCATING FUNDS FROM FINANCE PROJECT NO. 40- B223103 AND AWARD NO. 1426, AND SUCH OTHER SOURCES OF FUNDS, SUBJECT TO THE AVAILABILITY OF FUNDS AND BUDGETARY APPROVAL AT THE TIME OF NEED; AUTHORIZING THE CITY MANAGER TO EXECUTE A SUPPLEMENTAL AGREEMENT, IN A FORM ACCEPTABLE TO THE CITY ATTORNEY; FURTHER AUTHORIZING THE CITY MANAGER TO NEGOTIATE AND EXECUTE ANY AND ALL NECESSARY DOCUMENTS, INCLUDING ANY AMENDMENTS, RENEWALS, AND EXTENSIONS, SUBJECT TO ALL ALLOCATIONS, APPROPRIATIONS, PRIOR BUDGETARY APPROVALS, COMPLIANCE WITH ALL APPLICABLE PROVISIONS OF THE CITY CODE INCLUDING, THE CITY'S PROCUREMENT ORDINANCE, ANTI -DEFICIENCY ACT, AND FINANCIAL INTEGRITY PRINCIPLES, ALL AS SET FORTH IN CHAPTER 18 OF THE CITY CODE, IN FORMS ACCEPTABLE TO THE CITY ATTORNEY, AND IN COMPLIANCE WITH ALL APPLICABLE LAWS, RULES, AND REGULATIONS, AS MAY BE DEEMED NECESSARY FOR SAID PURPOSE. WHEREAS, City of Miami ("City") Department of Finance ("Finance") has a need for a payment processing solution that consolidates a variety of payment methods and interfaces with existing Finance applications and systems; and WHEREAS, the Bernalillo County, New Mexico Contract No. RFP-18-20-EM for Customer Portal and Merchant Services with Point and Pay, LLC, a foreign limited liability company authorized to conduct business in Florida ("Point and Pay"), will enable the City to simplify the payments operation, efficiently reconcile the City Department transactions, and provide effective accountability and control of all receivables; and WHEREAS, pursuant to Section 18-111 of the Code of the City of Miami, Florida, as amended ("City Code"), the Chief Procurement Officer determined that said Bernalillo County Contract was entered into pursuant to a competitive process in compliance with the City's laws, policies, and procedures; DocuSign Envelope ID: 3BD3D89F-EBF2-481D-B59D-20454DAF4D3A NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE CITY OF MIAMI, FLORIDA: Section 1. The recitals and findings contained in the Preamble to this Resolution are adopted by reference and incorporated as if fully set forth in this Section. Section 2. The accessing of the Bernalillo County, New Mexico Contract No. RFP-18- 20-EM for Customer Portal and Merchant Services, for Finance, pursuant to Section 18-111 of the City Code, with Point and Pay, which was competitively solicited for an initial term of four (4) years with the option to renew for two (2) additional one (1) year periods and is effective through September 15, 2024, subject to any renewals, extensions, and/or replacement contracts by Bernalillo County, New Mexico is authorized.' Section 3. Funds shall be allocated from Finance Project No. 40-B223103 and Award No. 1426, and such other sources of funds, subject to the availability of funds and budgetary approval at the time of need. Section 4. The City Manager is further authorized' to negotiate and execute any and all documents, including any amendments, renewals, and extensions, subject to all allocations, appropriations, prior budgetary approvals, compliance with all applicable provisions of the City Code, including the City's Procurement Ordinance, Anti -Deficiency Act, and Financial Integrity Principles, all as set forth in Chapter 18 of the City Code, in forms acceptable to the City Attorney, and in compliance with all applicable laws, rules, and regulations, as may be deemed necessary for said purpose. Section 5. This Resolution shall become effective immediately upon its adoption. APPROVED AS TO FORM AND CORRECTNESS: ndez, ity ttor ey 2/28/2022 ' The herein authorization is further subject to compliance with all legal requirements that may be imposed, including but not limited to those prescribed by applicable City Charter and City Code provisions. DocuSign Envelope ID: 3BD3D89F-EBF2-481D-B59D-20454DAF4D3A AGENDA ITEM SUMMARY FORM File ID: #11375 Date: 01/19/2022 Commission Meeting Date: 03/10/2022 Requesting Department: Department of Finance Sponsored By: District Impacted: All Type: Resolution Subject: Approve - Bernalillo County RFP-18-20-EM Customer Portal and Merchant Services Purpose of Item: The nature of this item is to establish a resolution of the City of Miami Commission, with attachments, authorizing the piggyback of the Bernalillo County Contract No. RFP-18- 20-EM for Customer Portal and Merchant Services, for City of Miami's Department of Finance ("Finance"), pursuant to Section 18-111 of the Code of the City of Miami, Florida, as amended, with Point and Pay, LLC ("Point and Pay"), which was competitively solicited for a term of four (4) years with the option to renew for two (2) additional one (1) year periods and will expire on September 15, 2024, subject to any renewals, extensions and/or replacement contracts by Bernalillo County; allocating funds from Finance's Project No. 40-B223103 and Award 1426 and other sources of funds, subject to the availability of funds and budgetary approval, at the time of need; authorizing the City Manager to execute the supplemental agreement, in a form acceptable to the City Attorney; further authorizing the City Manager to negotiate and execute any and all documents, including any amendments, renewals, and extensions subject to all allocations, appropriations and budgetary approvals having been previously made, compliance with applicable provisions of the Code of the City of Miami, Florida, as amended, ("City Code"), including, the City of Miami's Procurement Ordinance, Anti -Deficiency Act, and Financial Integrity Principles, all as set forth in Chapter 18 of the City Code, in a form acceptable to the City Attorney, and in compliance with all applicable laws, rules and regulations, as may be deemed necessary for said purpose. Background of Item: The City of Miami's ("City") Department of Finance ("Finance") has a need for a payment processing solution that consolidates a variety of payment methods and interfaces with existing Finance applications and systems. By accessing the Bernalillo County Contract No. RFP-18-20-EM for Customer Portal and Merchant Services, it will enable the City to simplify the payments processes, efficiently reconcile the City Departments' transactions and provide effective accountability and control of all receivables. This contract has a term of four (4) years with the option to renew for two (2) additional one (1) year periods and will expire on September 15, 2024. The estimated fiscal impact is approximately $1,803,561.00 in the aggregate for the remainder of the contract and options to renew periods. Budget Impact Analysis DocuSign Envelope ID: 3BD3D89F-EBF2-481D-B59D-20454DAF4D3A Item is an Expenditure Item is NOT Related to Revenue Item is NOT funded by Bonds Total Fiscal Impact: Approximately $1,803,561.00 in the aggregate for the remainder of the OTR period. Department of Finance Account No.: Project 40-B223103 and Award 1426 This is a four (4) year term contract with option to renew for two (2) additional one (1) year terms. No lease or loan obligations will result from this contract. Department of Finance Office of Management and Budget Office of Management and Budget Department of Procurement City Manager's Office City Manager's Office Legislative Division Office of the City Attorney Office of the City Attorney Office of the City Attorney City Commission Reviewed By Erica T Paschal Donovan Dawson Marie Gouin Annie Perez Fernando Casamayor Arthur Noriega V Valentin J Alvarez Pablo Velez Valentin J Alvarez Victoria Mendez Maricarmen Lopez Department Head Review Budget Analyst Review Budget Review Procurement Review Assistant City Manager Review City Manager Review Legislative Division Review ACA Review Deputy City Attorney Review Approved Form and Correctness Meeting Completed 01/20/2022 11:59 AM Completed 02/24/2022 11:52 AM Completed 02/25/2022 5:05 PM Completed 02/25/2022 5:23 PM Completed 02/25/2022 10:35 PM Completed 02/26/2022 6:50 AM Completed 02/26/2022 7:15 AM Completed 02/28/2022 11:06 AM Skipped 02/28/2022 11:41 AM Completed 02/28/2022 6:13 PM Completed 03/10/2022 9:00 AM DocuSign Envelope ID: 3BD3D89F-EBF2-481D-B59D-20454DAF4D3A City of Miami Legislation Resolution Enactment Number: R-22-0103 City Hall 3500 Pan American Drive Miami, FL 33133 www.miamigov.com File Number: 11375 Final Action Date:3/10/2022 A RESOLUTION OF THE MIAMI CITY COMMISSION, AUTHORIZING THE ACCESSING OF THE BERNALILLO COUNTY, NEW MEXICO CONTRACT NO. RFP- 18-20-EM FOR CUSTOMER PORTAL AND MERCHANT SERVICES, FOR THE CITY OF MIAMI ("CITY") DEPARTMENT OF FINANCE ("FINANCE"), PURSUANT TO SECTION 18-111 OF THE CODE OF THE CITY OF MIAMI, FLORIDA, AS AMENDED ("CITY CODE"), WITH POINT AND PAY, LLC, A FOREIGN LIMITED LIABILITY COMPANY AUTHORIZED TO CONDUCT BUSINESS IN FLORIDA ("POINT AND PAY"), WHICH WAS COMPETITIVELY SOLICITED FOR AN INITIAL TERM OF FOUR (4) YEARS WITH THE OPTION TO RENEW FOR TWO (2) ADDITIONAL ONE (1) YEAR PERIODS AND IS EFFECTIVE THROUGH SEPTEMBER 15, 2024, SUBJECT TO ANY RENEWALS, EXTENSIONS, AND/OR REPLACEMENT CONTRACTS BY BERNALILLO COUNTY; ALLOCATING FUNDS FROM FINANCE PROJECT NO. 40- B223103 AND AWARD NO. 1426, AND SUCH OTHER SOURCES OF FUNDS, SUBJECT TO THE AVAILABILITY OF FUNDS AND BUDGETARY APPROVAL AT THE TIME OF NEED; AUTHORIZING THE CITY MANAGER TO EXECUTE A SUPPLEMENTAL AGREEMENT, IN A FORM ACCEPTABLE TO THE CITY ATTORNEY; FURTHER AUTHORIZING THE CITY MANAGER TO NEGOTIATE AND EXECUTE ANY AND ALL NECESSARY DOCUMENTS, INCLUDING ANY AMENDMENTS, RENEWALS, AND EXTENSIONS, SUBJECT TO ALL ALLOCATIONS, APPROPRIATIONS, PRIOR BUDGETARY APPROVALS, COMPLIANCE WITH ALL APPLICABLE PROVISIONS OF THE CITY CODE INCLUDING, THE CITY'S PROCUREMENT ORDINANCE, ANTI -DEFICIENCY ACT, AND FINANCIAL INTEGRITY PRINCIPLES, ALL AS SET FORTH IN CHAPTER 18 OF THE CITY CODE, IN FORMS ACCEPTABLE TO THE CITY ATTORNEY, AND IN COMPLIANCE WITH ALL APPLICABLE LAWS, RULES, AND REGULATIONS, AS MAY BE DEEMED NECESSARY FOR SAID PURPOSE. WHEREAS, City of Miami ("City") Department of Finance ("Finance") has a need for a payment processing solution that consolidates a variety of payment methods and interfaces with existing Finance applications and systems; and WHEREAS, the Bernalillo County, New Mexico Contract No. RFP-18-20-EM for Customer Portal and Merchant Services with Point and Pay, LLC, a foreign limited liability company authorized to conduct business in Florida ("Point and Pay"), will enable the City to simplify the payments operation, efficiently reconcile the City Department transactions, and provide effective accountability and control of all receivables; and WHEREAS, pursuant to Section 18-111 of the Code of the City of Miami, Florida, as amended ("City Code"), the Chief Procurement Officer determined that said Bernalillo County Contract was entered into pursuant to a competitive process in compliance with the City's laws, policies, and procedures; DocuSign Envelope ID: 3BD3D89F-EBF2-481D-B59D-20454DAF4D3A NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE CITY OF MIAMI, FLORIDA: Section 1. The recitals and findings contained in the Preamble to this Resolution are adopted by reference and incorporated as if fully set forth in this Section. Section 2. The accessing of the Bernalillo County, New Mexico Contract No. RFP-18- 20-EM for Customer Portal and Merchant Services, for Finance, pursuant to Section 18-111 of the City Code, with Point and Pay, which was competitively solicited for an initial term of four (4) years with the option to renew for two (2) additional one (1) year periods and is effective through September 15, 2024, subject to any renewals, extensions, and/or replacement contracts by Bernalillo County, New Mexico is authorized.' Section 3. Funds shall be allocated from Finance Project No. 40-B223103 and Award No. 1426, and such other sources of funds, subject to the availability of funds and budgetary approval at the time of need. Section 4. The City Manager is further authorized' to negotiate and execute any and all documents, including any amendments, renewals, and extensions, subject to all allocations, appropriations, prior budgetary approvals, compliance with all applicable provisions of the City Code, including the City's Procurement Ordinance, Anti -Deficiency Act, and Financial Integrity Principles, all as set forth in Chapter 18 of the City Code, in forms acceptable to the City Attorney, and in compliance with all applicable laws, rules, and regulations, as may be deemed necessary for said purpose. Section 5. This Resolution shall become effective immediately upon its adoption. APPROVED AS TO FORM AND CORRECTNESS: ndez, ity ttor ey 2/28/2022 ' The herein authorization is further subject to compliance with all legal requirements that may be imposed, including but not limited to those prescribed by applicable City Charter and City Code provisions. Olivera, Rosemary From: Gandarilla, Aimee Sent: Tuesday, April 5, 2022 8:46 AM To: Hannon, Todd Cc: Lee, Denise; Olivera, Rosemary; Cabrera, Paola Subject: Executed - Matter 21-2974 Bernalillo Co RFP-18-20-EM Customer Portal and Merchant Services Attachments: Bernalillo Co RFP-18-20-EM Customer Portal and Merchant Services agreement.pdf Good morning Todd: Please find attached the fully executed copy of an agreement from DocuSign that is to be considered an original agreement for your records. Thank you, Wince candavtitta Procurement Assistant City of Miami Department of Procurement 444 SW 2' Avenue, 6th floor, Miami, FL 33130 P (305) 416-1906 F(305) 400-5338 aciandarilla@miamigov.com https://miamigov.com/Govern ment/Departments-Organizations/Procurement "Serving, Enhancing, and Transforming our Community" If you're not already a Vendor, click on or scan the QR Code to register as a new Vendor for the City of Miami. 1