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AGREEMENT INFORMATION AGREEMENT NUMBER 23883 NAME/TYPE OF AGREEMENT POINT & PAY, LLC DESCRIPTION SUPPLEMENTAL AGREEMENT/TELLER IMPLEMENTATION PROJECT/MATTER ID: 21-2974 EFFECTIVE DATE April 29, 2022 ATTESTED BY TODD B. HANNON ATTESTED DATE 4/29/2022 DATE RECEIVED FROM ISSUING DEPT. 4/29/2022 NOTE DOCUSIGN AGREEMENT BY EMAIL DocuSign Envelope ID: 7F71B2FD-0297-4025-B5B7-7804476D63B3 f 1.11111111. Y. 11,11 CITY OF MIAMI DOCUMENT ROUTING FORM ORIGINATING DEPARTMENT: DEPT. CONTACT PERSON: Aimee Gandarilla EXT. 1906 NAME OF OTHER CONTRACTUAL PARTY/ENTITY: BERNALILLO COUNTY, NM & POINT AND PAY LLC Department of Procurement 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 OTHER: (PLEASE SPECIFY) SUPPLEMENTAL AGREEMENT YES YES ❑ PUBLIC WORKS AGREEMENT ❑ MAINTENANCE AGREEMENT ❑ INTER -LOCAL AGREEMENT ❑ LEASE AGREEMENT ❑ PURCHASE OR SALE AGREEMENT PURPOSE OF ITEM (BRIEF SUMMARY): SUPPLEMENTAL AGREEMENT TO RFP NO. 18-20-EM BETWEEN BERNALILLO COUNTY, NM AND POINT AND PAY, LLC NO NO COMMISSION APPROVAL DATE: FILE ID: ENACTMENT NO.: NOTES. ROUTING INFORMATION Date PLEASE PRINT AND SIGN DIRECTOR OF PROCUREMENT/CHIEF PROCUREMENT OFFICER PR22137 April 18, 2022 Annie Perez, CPPO 1 11:42:30 EDT D.hoS,gned by: SIGNATURE: C�4,1.,: 2..,.., RISK MANAGEMENT April 18, 2022 Ann -Marie SharpeEa23�d_. I 11: 58: 31 EDT Signed by: &„„ti, SIGNATURE: Gawic�1395C6318214E2_. CITY ATTORNEY matter 21-2974 Apri 1 25, 2022 IVi5,yy�l r,Oe`es,9nedby: SIGNATURE:IGg.45-.--)vr-, 1FF96AF6FF6452 ASSISTANT CITY MANAGER, CHIEF FINANCIAL OFFICER Apri 1 27, 2022 Fernando Casamayor I 10:12: 38 ,41o6ns,9.edby: SIGNATURE: ASSISTANT CITY MANAGER, CHIEF OF OPERATIONS 2045072E06E1400... Natasha Colebrook -Williams SIGNATURE: DEPUTY CITY MANAGER Nzeribe Ihekwaba, Ph.D., PE SIGNATURE: CITY MANAGER Apri 1 27, 2022 Arthur Noriega V I 12 : 08:40 y-01e5,9nedby: SIGNATURE: Qrg(,ur Pbviur, '-856CF6C3220042A... CITY CLERK C April 29, 2022 Todd Hannon I 11:13:45 T..,SIGNATURE q-.,,- &____, E46025606CF1459_. PLEASE ATTACH THIS ROUTING FORM TO ALL DOCUMENTS THAT REQUIRE EXECUTION BY THE CITY MANAGER DocuSign Envelope ID: 7F71B2FD-0297-4025-B5B7-7804476D63B3 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 4/18/2022 Date: Procurement Requesting Client (305) 416-1904 Telephone Legal Service Requested: Matter No. 21-2974 SUPPLEMENTAL AGREEMENT TO MASTER SERVICES AGREEMENT RFP NO. 18-20-EM BETWEEN 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: 7F71B2FD-0297-4025-B5B7-7804476D63B3 Titu of Ailianti 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 April 29th , 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. 1 DocuSign Envelope ID: 7F71B2FD-0297-4025-B5B7-7804476D63B3 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 EXPRESSLY UNDERSTANDS AND AGREES THAT ANY INSURANCE PROTECTION LIMITS REQUIRED BY THIS CONTRACT OR OTHERWISE PROVIDED BY POINT AND PAY SHALL BE SEPARATE AND APART FROM THE LIMITS ESTABLISHED IN THIS SECTION. POINT AND PAY'S MAXIMUM TOTAL LIABILITY FOR ANY ACTION, CLAIM, LOSS OR DAMAGE ARISING OUT OF TELLER AND THE PERFORMANCE OF ANY SERVICES IN CONNECTION WITH THIS EXHIBIT, REGARDLESS OF THE FORM OF ACTION, CLAIM, LOSS OR DAMAGE, BE IT CONTRACT, TORT, STATUTE OR OTHERWISE, SHALL BE AN AWARD FOR DIRECT PROVABLE DAMAGES NOT TO EXCEED SEVEN HUNDRED AND FIFTY THOUSAND DOLLARS ($750,000.00). NO PARTY SHALL BE LIABLE FOR ANY INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL OR CONSEQUENTIAL DAMAGES OF ANY NATURE OR KIND, OR ANY LOSS RESULTING FROM BUSINESS DISRUPTION ARISING FROM THE USE OF TELLER, OR FROM ANY SERVICES COVERED UNDER THE TERMS OF THIS EXHIBIT, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT PRODUCT LIABILITY OR OTHERWISE, EVEN IN THE EVENT THAT POINT AND PAY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Subject to the two sentences immediately above, Point and Pay will indemnify and hold harmless Client and its affiliates, employees and agents from and against any and all liabilities, losses, damages, costs, and other expenses (including attorneys' and expert witnesses' costs and fees) arising from or relating to any Third Party claim caused by the intentional misconduct or negligence of Point and Pay or any of its employees, agents or subcontractors in performing the Services. Notwithstanding anything stated in this Exhibit to the contrary, and to the extent that under the express terms of this Exhibit or any other agreement then in effect between the Parties, neither Party will be liable under any provision under this Section if any patent, copyright, or trade secret infringement or any other claim is based upon or caused by the following: (i) a use for which the Services were not designed or specified; (ii) design specifications or any data, information, drawings, manuals, script, etc., provided from one Party to the other, which has resulted in the infringement action; (iii) the combination, operation or use of the Services with any other product or services, to the extent that such combination, operation, or use results in the loss, damage, claim or expense in question; and/or (iv) use of a superseded release of licensed software if the infringement would have been avoided by the use of a current release of the licensed software. Should any claim of infringement be made based upon anything other than (i) through (iv) above, the Client and its Page 2 DocuSign Envelope ID: 7F71B2FD-0297-4025-B5B7-7804476D63B3 affiliates shall be indemnified and held harmless for all costs, expenses, loss, damage, or liability arising therefrom. In the event of a Third -Party claim for which Client is or may be entitled to indemnification hereunder, Point and Pay will assume the defense at Point and Pay's sole expense. Point and Pay will consult with Client regarding any settlement of any Third -Party Claim but shall not be required to receive Client's consent to settle any such claim. Notwithstanding the foregoing, Client is entitled to be represented in any such action, suit, or proceeding at its own expense and by counsel of its choice. THIS IS THE SOLE AND EXCLUSIVE WARRANTY WHICH APPLIES OR SHALL APPLY TO THE SERVICES. NO ORAL OR VERBAL ADVICE OR INFORMATION GIVEN BY EITHER PARTY, THEIR AFFILIATES OR ITS OR THEIR AGENTS, SERVANTS, EMPLOYEES, OR REPRESENTATIVES, SHALL CREATE A DIFFERENT OR GREATER WARRANTY, AND THE PARTIES ACKNOWLEDGES THAT IT MAY NOT RELY UPON ANY SUCH ORAL OR WRITTEN COMMUNICATIONS TO CREATE OR ESTABLISH WARRANTY RIGHTS IN EXCESS OF THE SOLE AND EXCLUSIVE WARRANTY HEREIN. Subject to the limitation of liability set forth above, 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 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. 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. 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. 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 Page 3 DocuSign Envelope ID: 7F71B2FD-0297-4025-B5B7-7804476D63B3 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. 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: In the event of any dispute arising between Point and Pay and Client with respect to their rights and obligations under this Agreement, the Party feeling itself aggrieved will notify the aggrieging party of the substance in writing of such grievance. Both parties agree to work in good faith and make all reasonable efforts to resolve the dispute, through positive and ongoing communications at the first level Project Manager level, Failing that, 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. Page 4 DocuSign Envelope ID: 7F71B2FD-0297-4025-B5B7-7804476D63B3 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: 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, 10t" Floor Miami, Florida 33130 Victoria Mendez City Attorney City of Miami 444 S.W. 2nd Avenue, 9th Floor Page 5 DocuSign Envelope ID: 7F71B2FD-0297-4025-B5B7-7804476D63B3 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: 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 Page 6 DocuSign Envelope ID: 7F71B2FD-0297-4025-B5B7-7804476D63B3 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 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. Page 7 DocuSign Envelope ID: 7F71B2FD-0297-4025-B5B7-7804476D63B3 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 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 Page 8 DocuSign Envelope ID: 7F71B2FD-0297-4025-B5B7-7804476D63B3 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 Point and Pay and its subcontractor (solely in regard to license terms) 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": 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 Page 9 DocuSign Envelope ID: 7F71B2FD-0297-4025-B5B7-7804476D63B3 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 PUBLICRECORDSaMIAMIGOV.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. 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 Page 10 DocuSign Envelope ID: 7F71B2FD-0297-4025-B5B7-7804476D63B3 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 11 DocuSign Envelope ID: 7F71 B2FD-0297-4025-B5B7-7804476D63B3 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. ATTEST: Name: Randi Higinbotham Title: Sales Administrator yxt Aut. Notary Public State of Florida Randi R Higinbotham •My Commission F{H 175764 Exp. 9/14/2025 ATTEST: C Doonsignea by: By: °ioo'd. Hannon DocuSigned by: "Point and Pay" POINT AND PAY, LLC, a foreign limited liability company authorized to conduct business in Florida Kevin C. Connell Chief Executive Officer "City" CITY OF MIAMI, a Florida municipal corporation ,—Docu S:gnetl by: aVit6tr 4rity. Arthur Noriega V City Clerk City Manager By: APPROVED AS TO LEGAL FORM AND APPROVED AS TO INSURANCE CORRECTNESS: By: DS PI/ Victoria Mendez 4/25/22 City Attorney (Matter 21-2974) REQUIREMENTS: ,--DocuSlgnea by: Vr'aAl G614,1tA) By: •-27395C6318214E Anne Marie Sharpe, Director Page 12 Risk Management DocuSign Envelope ID: 7F71B2FD-0297-4025-B5B7-7804476D63B3 COMPANY RESOLUTION (This Resolution needs to authorize the signatory to sign) WHEREAS, Point & Pay a LLC (company type: Inc., LLC.), 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 (board type; Board of Directors for Inc, Board of Managers for LLC.) 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 (same as identified above) that this company is authorized to enter into the Agreement with the City, and the Chief Executive Officer (company officer title) and the Chief Revenue Officer (company officer 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 14 day of April , 2022. Point & Pay, LLC ("Point and Pay") An Delaware (State) Company By: (sign) Print ame: Kevin Connell TITLE: Chief Executive Officer (sign) Print Name: Frank Pollock, Chief Revenue Officer Page 13 DocuSign Envelope ID: 7F71B2FD-0297-4025-B5B7-7804476D63B3 EXHIBIT "A" /�� CAN/A7 BM Exhibit C: Statement of Work City of Miami Teller Implementation Project Page 14 DocuSign Envelope ID: 7F71B2FD-0297-4025-B5B7-7804476D63B3 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 DocuSign Envelope ID: 7F71B2FD-0297-4025-B5B7-7804476D63B3 Contact Information Can/Am Technologies President: Joshua Langemann • Direct Phone: 303-847-4684 • E-mail: joshua@canamtechnologies.com Teller Project Manager: Jacqueline Daily-Malysa • Direct Phone: 720-930-4056 • E-mail: Jacqueline@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 DocuSign Envelope ID: 7F71B2FD-0297-4025-B5B7-7804476D63B3 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 Target ctivity rescription Month Acceptance Criteria Kickoff Meeting, Analysis Workshops, and Configuration On -site 3-day trip including: • Teller Kickoff meeting with implementation team members to provide project overview and demonstration of Teller. • Analysis workshops for configuration of Teller software. • IT workshop for coordination of deployment, hosting, and IT requirements for equipment. • Project planning. CanAm has completed workshops and shared the resulting decisions. Interface Workshops On -site 4-day trip including: • 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. Page 17 DocuSign Envelope ID: 7F71B2FD-0297-4025-B5B7-7804476D63B3 2 Interface Interface specifications for all third -party Specifications 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. CanAm has delivered Interface Specification documents based on information gathered with Client on each interface. 3 Teller Configuration Completion of initial Teller Configuration and Setup based on Workshops, including configuration for Parks and Revenue Submission. CanAm has performed initial Teller configuration available to Client in Test environment. 3 Teller 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. CanAm has demonstrated all reports Client Test environment. 4-5 Interface Development Development of Teller interfaces Lockbox Configuration CanAm has demonstrated working integrations in Client Test environment. 6 System Integration Testing System Integration Testing with City systems and all interfaces and configuration in place. CanAm has demonstrated working integration in Client Test environment of all system integrations. 6 Training 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) Training sessions completed 7 Training Trip 2 On -site 2-day training trip: 1. Teller Configuration training 2. Teller Reporting training Training sessions completed 7 Training 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 Training Trip 4 On -site 2-day training trip: 1. Teller Usage training (Train the Trainer) 2. Teller Administrator training (Train the Trainer) Training sessions completed Page 18 DocuSign Envelope ID: 7F71B2FD-0297-4025-B5B7-7804476D63B3 Note: additional training trips added for training the key users in additional groups at the City. 7-8 UAT Remote support for Client's User Acceptance Testing. Client -led End -User Training. 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. 8 Go Live 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. 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. Monthly Project Management Monthly Plan and oversee all aspects of the Teller implementation project to meet the Client's project goals on time and within budget. $1,500 per month of project, starting with Project Kickoff and culminating with Go -Live. Estimated at 8 months. Page 19 DocuSign Envelope ID: 7F71B2FD-0297-4025-B5B7-7804476D63B3 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 Activitie Notes Amount 0 Project Initiation 25% of services upon contract execution (excluding monthly project management fees). $66,345 On -site Kickoff Meeting, Analysis Workshops. Services, PM $26,400 2 On -site Interface Workshops, Interface Services, PM Specifications L $26,400 3 Teller Configuration and Reports Services, PM $26,400 4 Interface Development Services, PM $26,400 5 Interface Development Services, PM $26,400 6 System Integration Testing, Training Services, PM $26,400 7 Training, UAT, Client -led End -User Training 8 UAT, Production Go -Live Services, PM Services, PM f $26,400 $26,235 Pricing Terms $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 DocuSign Envelope ID: 7F71B2FD-0297-4025-B5B7-7804476D63B3 Optional Services Item Description Price Salesforce Interface ' Development of an interface to transact data between Teller and SalesForce $17,650 Lockbox Import Development/configuration of an import interface to pull Lockbox data files into Teller for recording and posting to Oracle A/R. $9,350 Page 21 DocuSign Envelope ID: 7F71B2FD-0297-4025-B5B7-7804476D63B3 Hardware Options Check Scanners are required for the Client to capture check images as part of taking payments, for 1CL remote deposit and research purposes. Electronic Cash Drawers are only required if it is important that Teller manage the opening and logging of cash draw er access. Item Model Unit price Quantity Total Receipt Printer with Windows 10 Epson TM-T88V1-DT2 Core i5, 128GB hard drive space 3-year manufacturer warranty $1,730 0 Option: Compact Receipt Printer Epson TM-M30ii POS Receipt Printer 2-year manufacturer warranty $250 0 so Receipt Printer Option Epson TM-T88V1 Receipt Printer 4-year manufacturer warranty $389 0 $0 Receipt Printer with Validator Option Epson TM-H6000V-054 Multifunction Printer with USB and Ethernet options. $718 0 so Check Scanner Digital Check CheXpress CX30 $406 0 $0 1- Option: Multi - Check Scanner Digital Check CheXpress TS-240, 50 DPM, 100 document feeder with ink jet endorser Note: other models and options available $784 0 so Option: Fast Multi -Check Scanner Digital Check CheXpress TS-500, 150+ DPM, 100 document feeder, ink jet endorser $1,378 0 so Cash Drawer APG Series 4000 Electronic Cash Drawer with Multi -Pro interface cable. $292 0 so Barcode Scanner Honeywell Barcode Scanner - USB with Stand $227 0 $0 Page 22 DocuSign Envelope ID: 7F71B2FD-0297-4025-B5B7-7804476D63B3 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 DocuSign Envelope ID: 7F71B2FD-0297-4025-B5B7-7804476D63B3 UAT and Change Management 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. ..,i.cne 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 DocuSign Envelope ID: 7F71B2FD-0297-4025-B5B7-7804476D63B3 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 DocuSign Envelope ID: 7F71B2FD-0297-4025-B5B7-7804476D63B3 Schedule A Licensed Teller Interfaces and Users License Description Quantity Monthly Base Amount Teller Standard License: $1995/month Teller Standard License Package: • Teller Production and Test instances • 5 Named User Licenses • Credit Processing Interface Hosting and Support Services 1 $1,995 Additional Named Users: $30/month/user (bulk rate) Named User Licenses (total: 200 user licenses) 195 $5,850 After Hours Support: $8/month/user (bulk rate) 24/7 after-hours support for Teller. 200 $1,600 Real-time Business System Interfaces @ $250/month/interface For Oracle A/R, iBuild, and one other Third- Party Application 3 $750 Real-time Business System Interface @ $250/month/interface For SalesForce (future) 1 $250 Image Cash Letter License @ $300 / month For deposit of scanned checks to bank 1 $300 Check Recognition Processing License For automatic read of check amount and number 30,000 check scans per year: $600/mo. 1 $600 Check Account Number Verification Adds check verification to the Check Recognition service. Verifies Routing/Account number against database of accounts and advises whether to accept, based on the history of Account statuses and returns. 30,000 check verifications per year: $600/mo. Note: optional and not included 0 $0 Revenue (Deposit) Submission License @ $400/month Revenue Submission allowing authenticated submission of revenue breakdowns from submitting departments. 1 $400 Monthly Total $11,745 Annual Software as a Service Fees License and all other fees are in US dollars and exclude any anphcable taxes. Time Period Year 1 Fee $140,940 Year 2 $140,940 Year 3 $140,940 Year 4 $145,168 Year 5 $149,523 26 DocuSign Envelope ID: 7F71B2FD-0297-4025-B5B7-7804476D63B3 Professional Services All rates are in US dollars and exclude an as .licable taxes. ERR Professional Services Hours $170/hr. Page 27 DocuSign Envelope ID: 7F71B2FD-0297-4025-B5B7-7804476D63B3 EXHIBIT "B" Quotation Summary Prepared by Joshua Langemann Can/Am Technologies, Inc. joshua@canamtechnologies.com 303-847-4684 Overview 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. 28 DocuSign Envelope ID: 7F71B2FD-0297-4025-B5B7-7804476D63B3 Summary of 5-year Costs Final Investment Analysis Year Company Services/Travel Equipment SaaS/Support Fees Per Transaction (515,000*.25) Total Can/Am Cost Total Point and Pay Cost Total Cost 1 Can/Am Teller $277,380 $52,320 $140,340 $0 $471,240 1 1 Point and Pay Total $36,000 $313,380 $0 952,920 $15,200 $156,140 $128,750 $128,750 $o $179,350 $651,190 2 Can/Am Teller SO SO 5140,940 SO $140,940 2 Point and Pay $0 $0 50 515,200 $156,140 5128,250 5128,750 $0 $143,950 $284,890 3 Can/Am Teller $0 $0 $140,940 $0 $140,940 3 Point and Pay $0 $0 $0 50 $15,200 $156,140 $128,750 $128,750 $0 $143,950 $284,890 4 Can/Am Teller $0 $0 $145,168 $0 $145,168 4 Point and Pay $0 $0 $15,200 $128,750 $0 $143,950 4 Total $0 $0 $160,368 $128,750 aly $289,118 5 Can/Am Teller $0 $0 $149,523 50 $149,523 5 5 Point and Pay Total $0 $0 $0 $0 $15,200 $164,723 $128,750 $128,750 $0 $143,950 F $293,473 5YearCost Can/Am Teller $277,380 552,920 $717,511 $0 $1,047,811 $0 5 Year Cost ost Point and Pay Total $36,000 $313,380 $0 $52,920 576,000 $793,511 5643,250 $643,750 $0 $1,047,811 $755,750 5755,750 $1,803,561 Sales Tax not included Page 29 DocuSign Envelope ID: 7F71B2FD-0297-4025-B5B7-7804476D63B3 Teller Equipment Pricing Ci of Miami FL 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-T88VI 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 T5500-200-IJ scanner, 200 DPM $1,378 0 0 $0 Cash Drawer APG Series 4000 Electronic Cash Drawer with Multi -Pro interface $292 $0 Credit/Debit Device Elavon Ingenico Terminal, supplied by Elavon $100 70 $7,000 Total Equipment 210 $52,920 Page 30 DocuSign Envelope ID: 7F71B2FD-0297-4025-B5B7-7804476D63B3 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 II. 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 General Aggregate Limit Retro Date Included $2,000,000.00 $2,000,000.00 Page 31 DocuSign Envelope ID: 7F71B2FD-0297-4025-B5B7-7804476D63B3 V. Network Security and Privacy Injury (Cyber Liability) Each Claim Policy Aggregate Retro Date Included $2,000,000.00 $2,000,000.00 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 32 DocuSign Envelope ID: 7F71B2FD-0297-4025-B5B7-7804476D63B3 Exhibit D Point & Pay Statement of Work Proposed by: Primary Contractor: Point & Pay Subcontractor: Can/Am Technologies for The City of Miami, FL point pay VCAN/AM TECHNOLOGIES Page 33 DocuSign Envelope ID: 7F71B2FD-0297-4025-B5B7-7804476D63B3 Overview This Statement of Work describes the implementation services, methodology, and pricing to be used by Point & Pay and its subcontractors in implementing electronic payment solutions for the City of Miami, FI. The City of Miami is exercising cooperative purchasing utilizing the contract negotiated by The City of Miami and Point and Pay, LLC. as the awarded vendor in response to RFP #18-20-EM, Customer Portal and Merchant Services. Point of Pay included subcontractor Can/Am Technologies, Inc. to offer a comprehensive suite of payment processing services and software in response to the RFP #18- 20-EM. This Statement of work builds from the services packages for City of Miami to account for the unique technology and processing needs of the City of Miami. Point & Pay is a Software -as -a -Service (SaaS) architected provider of web, in -person and telephone -based payment processing technologies, packaged with implementation and integration services. In RFP #18-20-EM, Point & Pay offered a menu of payment products and integration methodologies that may be adopted by all City departments. Point & Pay is subcontracting with Can/Am Technologies, to offer the Teller software solution, a web -based system that will manage Point of Sale processes for the City. Teller is deployed on AWS Cloud Infrastructure as a fully managed Software as a Service Solution. Teller will be implemented in conjunction with the Point & Pay's fully hosted payment processing services with Point & Pay payment hardware, enabling top-notch security, PCI scope reduction, and support services for staff of the City of Miami. This Statement of Work (SOW) document identifies items discussed in scoping meetings conducted with the City of the course of the last 6 months. The SOW serves both an initial project assessment and as a framework for how services many be procured from Point & Pay over the lifetime of the contract. It is herein acknowledged by Point & Pay and The City of Miami that requirements and timelines may be required to evolve as additional scope analysis is performed with the City's Departments and their 3rd party vendors where integration is required. The pricing quoted herein accounts for these necessities by describing a rubric of price considerations to be used as services are requested by City departments. Page 34 DocuSign Envelope ID: 7F71B2FD-0297-4025-B5B7-7804476D63B3 Contact Information Point & Pay Project Sponsor/Chief Revenue Officer: Frank Pollock • Direct Phone: 203-619-4918 I E-mail: fpollock@pointandpay.com Operations and Project Management Escalation/Chief Operating Officer: Frank Coleman • Direct Phone: 727-433-3522 I E-mail: fcoleman@pointandpay.com Program Manager: Yvette Urso • Direct Phone: 248-269-6000, Ext. 1243 I E-mail: yurso@pointandpay.com Project Manager: Chris Tecarr • Direct Phone: 888-891-6064, Ext. 8459 I E-mail: ctecarr@pointandpay.com Project Manager: Grant Schaeg • Direct Phone: 888-891-6064, Ext. 8466 I E-mail: gschaeg@pointandpay.com Integration Lead: Erica Goodell • Direct Phone: 888-891-6064, Ext. 1246 I E-mail: egoodell@pointandpay.com Mailing Address and Toll -Free Phone: • 110 State Street East, Oldsmar, FL 34677 1866-891-6064 Page 35 DocuSign Envelope ID: 7F71B2FD-0297-4025-B5B7-7804476D63B3 Can/Am Technologies President: Joshua Langemann • Direct Phone: 303-847-4684 I E-mail: joshua@canamtechnologies.com Teller Project Manager: Jacqueline Daily-Malysa • Direct Phone: 720-930-4056 I E-mail: jacqueline@canamtechnologies.com Mailing Address, Toll -Free Phone & Fax: • 7114 W. Jefferson Ave, Suite 200, Lakewood, CO 80235 Phone: 844-583-5537 I Fax: 303-586-4925 Page 36 DocuSign Envelope ID: 7F71B2FD-0297-4025-B5B7-7804476D63B3 Point & Pay Bi11Pay Scope of Services Point & Pay will approach the deployment of each City of Miami department and/or application as a unique implementation project. Up to three simultaneous implementation projects may be run in parallel. Each phase includes project planning, project management and project administration services to execute the Project successfully within the stated timelines and budget. Target Month eliverable Description Completion Criteria Standard Project Lifecycle 1 2 2 3 3 4 4 Kickoff Meeting and Analysis Workshops Configuration Planning and Interface Design Workshops Configuration and Setup Bank Interface Software Integration Phase 1 Training User Acceptance Testing Kickoff meeting to provide project overview and demonstration Workshop to analyze current practices and gather requirements for configuration and integration. This stage documents decisions resulting from the analysis workshops including configuration and interface plans. Point & Pay will meet with interface vendors and City staff to define and document interface specifications for both inbound and outbound interfaces. Setup Test environments. Configuration of system based on gathered requirements. Configuration of Banking Interface Development of all necessary integration components to City ERP, financial, and management software applications. Training preparation and delivery of setup and two training sessions: 1. Usage training and training manual 2. Configuration and Administrative training Remote support for Client's User Acceptance Testing. Point & Pay to schedule stakeholder meetings. This is normally completed on site but will be conducted remotely given current travel safety considerations. Point & Pay delivers documentation of the interface methodologies. Point & Pay demonstrates initial configuration to client. Point & Pay completes banking interface Point & Pay demonstrates configured integration. Demonstrates ability to exchange information necessary for the required product set. Point & Pay completes on -site and web training. Client has completed UAT and Point & Pay resolves any High or Critical priority issues. Page 37 DocuSign Envelope ID: 7F71B2FD-0297-4025-B5B7-7804476D63B3 Provision of Point & Pay Production environment. Production sites are released and 5 Go Live production transactional testing is Go -live support by assigned Account completed successfully. Manager Page 38 DocuSign Envelope ID: 7F71B2FD-0297-4025-B5B7-7804476D63B3 Known Requirements Processing Preferences • The City of Miami has contracted with Elevon for all merchant services functions. • Point & Pay will complete integration with Elevon's Fusebox Gateway, currently scheduled for August, 2021, and this component shall be utilized for all of the City's card -not -present transactions. • In -person transactions will be conducted via Elevon terminal hardware, integrated via the Teller cashiering platform. • Merchant accounts shall be acquired directly through the City's contracted Elevon relationship and shall be priced per the term of the City's Elevon contract. The City will continue to be responsible for all merchant services costs assessed by Elevon. • Based on initial requirements gathering, it is our understanding that P&P's `BillPay" product line will be the preferred product for all City departments where a Bill or Balance are present. Below is a high-level workflow for data in a standard Bil1Pay implementation. ►ntegration Methodologies • The City of Miami has expressed its preference for real-time data exchange driving all eCommerce applications and this strategy shall be employed wherever possible in the development of integrated payment services. • Point & Pay will utilize the interfaces that Teller will be developing to the City's backend systems (e.g. Oracle, iBuild, Marina, Salesforce, etc.) for the post of payments. Point & Pay will deliver real time transaction results to Teller and these will flow through the interfaces developed as part of Teller's Scope of Services. Emerging Payment Technologies • The City of Miami has expressed its strategic interest in support for acceptance of cryptocurrencies. • Point & Pay shall facilitate this initiative by delivering integrated cryptocurrency support in its payment processing solutions as part of ongoing enhancements to the product. • Point & Pay is engaged in negotiating contracts with PayPal to bring acceptance of all PayPal supported payment methodologies, including Venmo and PayPal Credit to P&P's eCommerce products. PayPal has recently announced support for cryptocurrency as part of its integrated offering and Point & Pay currently views this as an optimal solution for the City's cryptocurrency initiative. Page 39 DocuSign Envelope ID: 7F71B2FD-0297-4025-B5B7-7804476D63B3 point pay BillPay Workflow with API and File -Based Data Exchanges Customers \ Mot. Users P&P "BillPay" Client Fhi imam 11:3 , STTP MO Master Data Sr. . Reprm.. I Accourt 71 WA El 11111 Oneeme Pars FYUlGrAkrn Racu.g Paler Aswor W Cart IIMI SFTP CMckait ReParlmp fib zrAr Receipt Co y r. Pratt,' Psymera Pcsi lava -FP Page 40 DocuSign Envelope ID: 7F71B2FD-0297-4025-B5B7-7804476D63B3 Project Development Requirements Scope Management Scope Management is a joint responsibility of the Point & Pay and the City 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 Point & Pay and the City 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 City Manager and the Point & Pay. Page 41 DocuSign Envelope ID: 7F71B2FD-0297-4025-B5B7-7804476D63B3 Project Timeline Project Timeline solely depends on the approach determined during the Analysis Phase. Below is a high-level timeline for a standard API Integration. File Integrations typically take 6 to 8 weeks to implement, and API integrations commonly take 6-10 weeks however much of this timeframe is dependent on support from the City's staff and from its 3rd party vendors. Project timelines are highly dependent on the timely delivery of key project artifacts (e.g. environmental access, credentials, testing data, data dictionaries, etc.). Any material changes or expansions to the scope statement will require supplemental timeline considerations. Page 42 DocuSign Envelope ID: 7F71B2FD-0297-4025-B5B7-7804476D63B3 Day 0 Kickoff Meeting Client Implementation and Partner API Integration - Standard Timeline w/ Phases Review & Define all implementation Documents and Partner Specs 60-120 Days System Configuration and API Integration Development ,r. 10-20 Days Discovery & Planning Phase Finalize implementation Requirements & Plan w/ Client Signoff This standard time line is based on the following assumptions: • Software Partner can meet P&P's minimum technical system requirements • Point & Pay can meet the Software Partner's minimum technical system requirement • Software Partner provides dedicated resources to integration project • Test environments are available to support required testing "Project scale and technical complexity will have an impact on the standard timeline and milestones within each phase 10-20 Days Testing Test Complete w f Client Signaff Client Services Handaff 30 Days Past Go -five Monitoring, point pay DocuSign Envelope ID: 7F71B2FD-0297-4025-B5B7-7804476D63B3 Resource Commitments This section outlines all the artifacts, technical, and resource needs from Point & Pay and the City of Miami to begin the analysis and development of BiliPay, IVR, counter, etc as identified in the RFP. Resource Needs Point & Pay shall provide the following: • Dedicated resource(s) to serve as a point of contact through the duration of the integration and implementation, including: o Technology Expert o Business SME o Project Management o Testing • A cooperative plan for analysis, user testing, change management, and go -live • Once the project begins, it will be determined if any additional resource(s) are required to support the success of the integration/implementation. The City of Miami shall provide the following: • Although, Point & Pay is the primary responsible party for the "Resource Needs" identified above, they may reasonably request and require moderate assistance from the City. • Review and make recommendations to the cooperative plan for analysis, user testing, change management, and go -live • Provide Point & Pay a point of contact, telephone number and email address for the City's Third Party vendors. • Provide Point & Pay with additional resources(s), if required, to support the success of the integration/implementation. Technical Resources Point & Pay shall provide the following: • API Technical Specs • Data Dictionaries to assist in navigating the API documentation • API Integration - an API Test Endpoint to allow for development and testing (URL, IP Address, Security, etc.) • Once the project begins, it will be determined if any additional technical information or setups are required to support the success of the integration/implementation The City of Miami shall provide the following: • Although, Point & Pay is the primary responsible party for the "Technical "Needs" identified above, they may reasonably request and require moderate assistance from the City. • Provide Point & Pay with additional information, if required, to support the success of the intergration/implantation. Page 44 DocuSign Envelope ID: 7F71B2FD-0297-4025-B5B7-7804476D63B3 Test Planning • Point & Pay shall perform initial internal testing • Point & Pay shall provide an application walkthrough with a test handoff to the City to perform user acceptance testing • Point & Pay reserves the right to request certain transaction testing and demonstration prior to promotion production. • (For API Solutions) Volume Testing — Point & Pay shall perform stress testing based on their analysis of anticipated volumes at, and beyond, peak usage periods. Client shall anticipate performing similar tests to their API endpoints. Performance is codependent on the City server(s) capability to handle large volumes of traffic. With any Recurring Payments, Future Scheduled Payments, etc., which generate large numbers of requests as outputs from batch processes, traffic may also peak during after-hours periods. Change iviariagerr1ent • Any requested features that are not currently in the standard integration/implementation package and not within the scope of work is considered a feature request and shall be reviewed and approved by a City of Miami Representative. In accordance with Section 29. CHANGES of the City of Miami Service Agreement, an Amendment must be fully executed for any additional features. In addition, an approved Purchase Order must be issued prior to integration and implementation. • All change requests will require a Change Ticket for reviewing and prioritization • Project Timelines will be reviewed for any potential date impact(s) Deliverable Acceptance Upon completion of a deliverable in accordance with the Deliverable Acceptance Criteria, documented above, Point & Pay will request formal acceptance of the deliverable from the City Project Manager. The process of deliverable acceptance allows the project teams and other project stakeholders to confidently move the project forward knowing that key deliverables have been completed to the satisfaction of both parties. In the event that the City Project Manager will not sign off on a deliverable following a Deliverable Acceptance Request from Point & Pay, Client agrees to deliver to a comprehensive and specific list of reasons for the withholding of deliverable acceptance to Point & Pay. The list will be delivered within five (5) business days after Point & Pay requests deliverable acceptance. Point & Pay will work to resolve the issues holding up acceptance. Client agrees not to unreasonably withhold deliverable acceptance. Point & Pay will deem a given deliverable accepted if no material issues are communicated within five (5) business days of a request for acceptance. i)roject Acceptance When all the deliverables listed above have been accepted, Point & Pay will request project acceptance in the form of a signed document from the City Project Manager. In the event that the City Project Manager will not sign off the project following a project acceptance request from Point & Pay, Client agrees to deliver a comprehensive and specific list of reasons for the withholding of project acceptance to Point & Pay. The list will be delivered within five (5) business days after Point & Pay requests project acceptance. Point & Pay ill work to resolve the issues holding up acceptance. Client agrees not to unreasonably withhold project acceptance and deem the project accepted if no material issues are communicated within five (5) business days of a request for acceptance. Page 45 DocuSign Envelope ID: 7F71B2FD-0297-4025-B5B7-7804476D63B3 Agency Support Plan - Post Go Live P&P provides support for Client and BillPayers/Customers; we outline the post go live plan below. Secondary Support <= 30 days post go live Client _ Implementations Teams *"Defined during Implementation Customer Support 1 888 891 6064 Opt 2 8:00 AM to 8:00 PM EST Or agencysupport@pointandpay.com >30 days post Go Live Client Customer Support 1 888 891f064 Opt 2 Implementations Teams **Defined during Implementation Implementations team will assist with escalation/follow-up when needed. 8:00 AM to 8:00 PM EST Or agencysupport@pointandpay.com Post Go Live Bill Payer Customer Support 1-888-891-6064 Opt 1 Customer Support 1-888-891-6064 Opt 1 24 hours / 7 days Or agencysupport@pointandpay.com 24 hours / 7 days Or agencysupport@pointandpay.com Page 46 DocuSign Envelope ID: 7F71B2FD-0297-4025-B5B7-7804476D63B3 Pricing Transactional Costs Point & Pay's pricing to Bernalillo County, NN, RFP #18-20-EM, is based on an aggregate rate that assumes all processing, interchange, settlement, and related costs. This pricing model was offered to Bernalillo County because they had no prior commitments regarding the merchant services/acquiring services provider. Because the City of Miami will utilize its Elevon contract for these components, the prices for which are determined by the City's existing negotiated rates with Elevon, Point & Pay's approach is only price its supplemental gateway and technology services. This model can be used to support both convenience fee and "merchant paid" pricing models. Payments hardware shall also be primarily sourced through the existing Elevon contract, excepting USB hardware supplementing Point & Pay's virtual terminal, which can be provided at no additional cost. 1 2 Credit Card Per Transaction ACH Per Transaction Point & Pay shall charge a supplemental fee of $0.25 per item for all transactions that utilize its technology platform. $0.25 Per ACH item authorized and processed via P&P's echeck services $0.25 3 ACH Validation Optional, supplemental fee to be charged to departments opting to utilize P&P's premium ACH validation service. This service offers full compliance with the recent NACHA Web ACH validation rules. $0.25 4 External Processing Service Costs Rate to utilize processing services offered by Point & Pay to be processed external to the City's relationship with Elevon (e.g. PayPal, Amazon Pay, etc.) Description Implementation Fee 3% + $.0.35 Hosting Maintenance and Support BiliPay 5 Implementation, $2,500 per department $100/month 6 Workbench Access for reporting, etc. $0.00 $0.00/month C Real Time Integration Component $2,500 $100/month 8 File -Based Integration $1,500 $100/month Component Page 47 DocuSign Envelope ID: 7F71B2FD-0297-4025-B5B7-7804476D63B3 9 Custom Report $1,500 $100/month 10 Custom Development SOW upon request $175/hr I 11 Training Initial and Ongoing $0.00 Page 48 DocuSign Envelope ID: 7F71B2FD-0297-4025-B5B7-7804476D63B3 Added Product Options Point & Pay offers an expansive menu of payment processing solution options designed to meet the needs of any governmental application. The full menu shall be available to all City departments and the best options shall be selected mutually in the kickoff/solution architecture meetings with the City's stakeholders. Web Products - Hosted Web Checkout - Mobile -enabled web checkout with shopping cart functionality - Integrated Web Checkout - Web checkout as an integrated endpoint for existing web applications that present bills, balances, and assemble shopping carts. - BilIPay (EBPP) - Fully hosted Bill Presentment, eBilling, and recurring payments with customer dashboard - Embedded Web - Embeddable elements to build payment checkout within existing applications - Web Payments Gateway (API) - Access to payment functions through behind -the -scenes server calls point xpay In -Person Products - Point & Pay Workbench - Virtual Terminal interface for building carts and making payments - Embedded Checkout - Embeddable elements for integrating checkout within existing cashiering products - In -Person Payments Gateway (API) - Access to payment functions via server calls - Stand alone terminals - Options from industry -leading hardware providers like Ingenico and PAX Semi -Integrated terminals - The ability to integrate a terminal to receive a checkout balance from a cashiering application poi nt&pay Page 49 DocuSign Envelope ID: 7F71B2FD-0297-4025-B5B7-7804476D63B3 Phone Payments Products - Hosted IVR - Configurable scripting, unlimited payment types - Hosted IVR with Balance Presentation - Adds integration options for querying and presenting a bill balance - Integrated IVR Checkout (DTMF Hook/Flash) - Ability to integrate IVR checkout with existing IVR applications via hook/flash technology - "Personal Teller" payment options live agents - White glove, live agent payment concierge - Payments Gateway API for IVR Transactions point pay All of the P&P product offers described can be supplemented with integration to facilitate the presentation of bill information and the posting of resulting payment information. The following menu describes our commonly used integration services: Integration Menu Inbound APIs Multiple types/formats - Embedded Payment UI TRX Processing - Embedded Tokenization UI Querying - Inbound files Tokenization - Outbound files Outbound APIs - Print Shutoff Files Multiple types/formats - Print Shutoff APIs Templates for common government software Direct -to -Processor vendors - Semi -Integrated Terminal APIs Custom API modules - PayAnywhere APIs Parameter Passing - Real Time Postback Real Time Querying point&pay Costs for Supplemental Items Line Item Description Implementation Fee Hosting Maintenance and Support Page 50 DocuSign Envelope ID: 7F71B2FD-0297-4025-B5B7-7804476D63B3 1 Hosted or Embedded Checkout, per department $1,000 $50/month 2 IVR Payment Services, per line $1,000 $100/month Page 51 DocuSign Envelope ID: 7F71B2FD-0297-4025-B5B7-7804476D63B3 Point & Pay Assumptions • All quoted pricing is in U.S. dollars and exclusive of any applicable taxes. • 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 City's request or due to expanded project scope will be an additional cost. • Usage training is on a "train the trainer" basis, designed to enable the City's key users to train existing and future staff on Teller. • Point & Pay and Client staff will be available when required. • Client will provide remote access to the interfaced business system infrastructure as required by Point & Pay that may include workstations, web sites, and databases. • For all business application interfaces, Client will participate in, and where necessary require integrated vendors to provide the Point & Pay team with all API specifications and a dev/test environment suitable for configuration and testing 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 52 DocuSign Envelope ID: 7F71B2FD-0297-4025-B5B7-7804476D63B3 Warranties 5. Point & Pay represent and warrant 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 in connection with this Agreement will conform to the Specifications; 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. Point & Pay 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. 6. Point & Pay warrants the services provided under this Agreement for a period of thirty (30) days from final acceptance of services by Client. 7. TO THE MAXIMUM EXTENT PERMITTED BY LAW, POINT & PAY 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 53 DocuSign Envelope ID: 7F71B2FD-0297-4025-B5B7-7804476D63B3 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: 7F71B2FD-0297-4025-B5B7-7804476D63B3 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: 7F71B2FD-0297-4025-B5B7-7804476D63B3 CA(l of hi � ' 1 1 * INCORP^DR I(o * 11106 41, (,, 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: 7F71B2FD-0297-4025-B5B7-7804476D63B3 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: 7F71B2FD-0297-4025-B5B7-7804476D63B3 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: 7F71B2FD-0297-4025-B5B7-7804476D63B3 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: 7F71B2FD-0297-4025-B5B7-7804476D63B3 to insurance requirements contained therein. Thank you! Kind regards, Aileen Carbonell, MPA Procurement Assistant Department of Procurement 444 SW 2'1 Avenue, 6th Floor Miami, Florida 33130 DocuSign Envelope ID: 7F71B2FD-0297-4025-B5B7-7804476D63B3 Office: (305) 416-1922 Facsimile: (305) 416-1925 Email: acarbonellPmiamigov.com Remit W9 to: PurchasingSupplierAdminsPmiamigov.com Website: https://beta.miamigov.com/Government/Departments-Organizations/Procurement "Serving, Enhancing, and Transforming our,Cp munity" CONFIDENTIAL COMMUNICATION The information contained in this transmission may contain privileged and confidential information. It is intended only for the use of the person(s) named above. If you ace not the intended recipient, you are hereby notified that any review, dissemination, distribution, or duplication ofis communication is strictly prohibited. If you are not the intended recipient, please immediately contact th$ner by((�QIre-mail and destroy all copies of the original message. Thank you. vQ�(1�J *Please Note: ) V' Due to Florida's very broad public records lam rrpstwritten communications to or from City of Miami employees regarding City business are public records, available to the public and media upon request. Therefore, this e-mail communication may be subject to public disclosure. Olivera, Rosemary From: Gandarilla, Aimee Sent: Friday, April 29, 2022 1:29 PM To: Hannon, Todd Cc: Lee, Denise; Olivera, Rosemary; Cabrera, Paola Subject: Executed - Bernalillo Co. & Point and Point LLC (matter 21-2974) Attachments: SUPPLEMENTAL_AGREEMENT_-_POINT_AND_PAY_LLC.pdf Good afternoon 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, a we candemn& 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 agandarilla@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