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HomeMy WebLinkAboutItem 05 Approval for Renewal of the E-Payment Services Agreement with Point & Pay, LLC and Client Application (Fee Schedule) ocoee florida AGENDA ITEM COVER SHEET Meeting Date: September 1, 2020 Item # Reviewed By: Contact Name: Rebecca Roberts Department Director: Rebe: • •mi Contact Number: •X-1520 City Manager: Rob Frank Ai ' Subject: Commission Approval for Renewal of the E-Payment Services Agreement with Point & Pay, LLC and Client Application (Fee Schedule) Background Summary: In 2015, the City Commission approved an E-Payment Services Agreement with Point & Pay, LLC. Although the Agreement provides for automatic one-year renewals, the Finance Department conducted a review of the agreement and fee structure which resulted in a minor reduction to E-Check fees. Under the previous fee structure, Point & Pay charged City customers$2.00 per E-Check transaction. That fee was reduced to $1.00 in the newly negotiated fee structure. Finance reviewed the fees charged for credit card payment transactions and determined those fees: are consistent with or lower than fees charged throughout the industry. All other terms and fees remain unchanged from the original 2015 agreement. Point & Pay, LLC has proven to be a reliable partner with the City. Issue: Should the Honorable Mayor and City Commission approve the renewal of the E-Payment Services Agreement and Client Application (Fee Schedule) with Point & Pay, LLC. Recommendations: Staff recommends that the Honorable Mayor and City Commission approve the renewal of the E-Payment Services Agreement and Client Application (Fee Schedule) with Point & Pay, LLC. Attachments: Point & Pay, LLC E-Service Agreement and Point & Pay Client Application (Fee Schedule) Financial Impact: None. All electronic payment fees are born by the customer. Estimated fees are approximately $13,000 monthly. Type of Item: (please mark with an "x') Public Hearing For Clerk's Dept Use: Ordinance First Reading X Consent Agenda Ordinance Second Reading Public Hearing Resolution Regular Agenda x Commission Approval Discussion & Direction Original Document/Contract Attached for Execution by City Clerk Original Document/Contract Held by Department for Execution Reviewed by City Attorney N/A Reviewed by Finance Dept. Lp N/A Reviewed by N/A 2 point. Client Application Partner Code: Account Representative: Rabin Sawh Submission Date: Card Readers: Target Live Quantity: Type: Price per reader: Date: Client Legal Name as filed with the IRS: Federal Tax ID: City of Ocoee, FL DBA: City of Ocoee Physical Address: 150 N. Lakeshore Drive City: Ocoee State: FL Zip: 34761 Phone#to display on customer receipts: (407)905-3100 Website Address: https://ubill.ocoee.org Primary Contact Name: Primary Phone#: Primary Email: Cathy Sills 407-877-5836 csills@ci.ocoee.fl.us Accounting Contact: Accounting Phone#: Accounting Email: 0 Visa 0 MasterCard 0 Discover 0 AMEX 0 Electronic Check 1. El Fees Absorbed by Client 2. 0 Fees Paid by Customer 3. 0 Tiered Fees 4. 0 Custom Fees 1.Absorbed Credit Card Fees: 1.Absorbed E-check Fees: 1. Payment Method For Monthly Billing: 1. Utility Program (Absorbed)['Yes ❑ Debit ❑Online Credit Card 1. Billing Contact Info: ❑ Mail In Check 2.['Credit Card-Flat Fee $ 2.1=1Debit Card-Flat Fee $ ID Credit Card-Percentage Fee ['Credit Card-Minimum Fee $ 2.0E-check-Flat Fee $ too ❑Credit Card-Chargeback Fee $ 3.Credit Card- Tiered Fees: Fee=$2.0o for payments between$0.01 to$50.00 Fee=$2.95 for payments between$50.01 to$100.00 Fee=$----- for payments between$100.01 to$150.00 Fee=$----- for payments between$150.01 to$200.00 Fee=$---- for payments between$200.01 to$250.00 Fee=$----- for payments between$250.01 to$300.00 Fee of an additional$ for payments between the next$50 range as outlined Fee=$---- for payments between$0.01 to$100.00 Fee=$4.95 for payments between$100.01 to$200.00 Fee=$6.95 for payments between$200.01 to$300.00 Fee=$5.95 for payments between$300.01 to$400.00 Fee=$10.95 for payments between$400.01 to$500.00 Fee=$12.95 for payments between$500.01 to$600.00 Fee of an additional$2.00 for payments between the next$100 range as outlined 4. Custom Fee Description: EYes El No Integration Type: API Existing Integration With PNP: EYes❑No Business Name: ADG Contact Name: N/A Phone : N/A Email:N/A Total Average Highest Product Name Processing Channel Annual Payment Payment Collections Amount Amount 1 City of Ocoee • PNP POSE PNP IVR❑ PNP WEB $ $ $ D (SP)POSE (SP)WEED BILL PAY • PNP POSE' PNP IVR❑ pNP WEB 2 ■ (SP)POSE' (SP)WEED BILL PAY $ $ $ ■ PNP POS❑ PNP IVR ❑PNP WEB 3 I (SP)POS❑ (SP)WEB❑BILL PAY $ $ $ 4 ■ PNP POS❑ PNP IVR ❑PNP WEB $ $ $ • (SP)POS❑ (SP)WEB❑BILL PAY ■ PNP POS❑ PNP IVR ❑PNP WEB 5 • (SP) POS❑ (SP)WEBO BILL PAY $ $ $ • PNP POS❑ PNP IVR ❑PNP WEB 6 ■ (SP)POS❑ (SP)WEB❑BILL PAY $ $ $ • PNP POS El PNP IVR ❑PNP WEB $ $ $ • (SP)POS❑ (SP)WEB❑BILL PAY ■ PNP POS❑ PNP IVR ❑PNP WEB 8 ■ (SP)POS ID (SP)WEB❑BILL PAY $ $ $ 9 ■ PNP POSE' PNP IVR ❑PNP WEB $ $ $ ■ (SP)POS❑ (SP)WEB❑BILL PAY 10 ❑ PNP POSE' PNP IVR ❑ PNP WEB $ $ $ ❑ (SP)POSE' (SP)WEBD BILL PAY Deposit Structure: ❑Net Settlement E Debit If Debit:E Same account in which funds were deposited ❑ Use specific account ending in Product Name(or#from above) Bank Name Routing# Account# Acct Type City of Ocoee ❑ Checking 0 Savings ❑ Checking 0 Savings ❑ Checking 0 Savings ❑ Checking 0 Savings ❑ Checking 0 Savings ❑ Checking 0 Savings ❑ Checking 0 Savings ❑ Checking 0 Savings ❑ Checking 0 Savings ❑ Checking ❑ Savings The undersigned agrees to abide by the Terms and Conditions of the Global Merchant Services Agreement,viewable at;a Irvw.pr irrt:an€ipay.ccrrnj ltreement. Signature Title Name Date _ POINT&PAY, LLC E-PAYMENT SERVICES AGREEMENT Parties: Point&Pay,LLC("PNP") City of Ocoee,FLI("Client") A subsidiary of NAB,doing business in Delaware Terms PNP will provide Client's authorized representatives with a logon SECTION 1 E-PAYMENT SERVICES and password to access the Counter Module. Client shall be solely responsible for maintaining the confidentiality and security 1.1 Access to Payment Modules of the logons and passwords provided by PNP. Client will cause each of its representatives to change the initial password,keep 1.1.1 Pursuant to this E-Payment Services Agreement (this the passwords confidential, refrain from sharing passwords "Agreement"), PNP grants Client a limited, non-exclusive, non- transferable and terminable license for the duration of the Term and/or logon information with any unauthorized user,and use no other password to access the Counter Module. PNP shall be to use the electronic payment services (the "Services") and entitled to rely on any communications it receives under Client's payment modules (each, a "Module") chosen in the attached passwords,logon information,and/or account number as having client application ("Client Application") to enable Client's been sent by Client,without conducting any further checks as to customers ("Customers") to make payments to Client using a the identity of the user of such information. PNP will not be Payment Device."Payment Device"means the payment type(s) responsible for the operability or functionality of any of Client's chosen by Client on the Client Application. A description of all computer equipment,system,browser or Internet connectivity. Modules, Services, training and support offered by PNP is attached as Exhibit A(the"Services Description"). 1.3 Payment Device Transactions All Payment Device transactions using the Services will be 1.1.2 Payment types are Debit Cards,Credit Cards or electronic processed through a secured link. The parties to each Payment checks("e-Check"). A"Debit Card"is a valid payment card with Device transaction will be the Customer cardholder or checking a VISA, Mastercard or Discover Network mark that is tied to a account owner and the Client (provided that, with respect to cardholder's bank account or a prepaid account and which is applicable service or convenience fees charges, such portion of processed with or without the use of a PIN. A"Credit Card"is a the transaction will be between Customer and PNP). valid payment card authorizing the cardholder to buy goods or services on credit and bearing the service mark of VISA, 1.4 e-Check Transactions ACH Authorizations Mastercard, Discover Network or AXP. Client agrees to comply 1.4.1 Definitions with and be subject to all rules and regulations of MasterCard 1.4.1.1"ACH Entry"means any electronic funds transfer initiated International, Inc., ("MasterCard"), Visa International ("VISA"), through the ACH System resulting in a credit to a Designated Discover Network ("Discover Network"), American Express Account("Debit Entry")or a debit to a designated account("Credit ("AXP") (collectively, the "Rules") and National Automated Clearing House Association rules and regulations ("NACHA Entry"); Rules"),as they may exist or are modified from time to time and 1.4.1.2 "ACH System" means the automated clearinghouse or as applicable to Client's activities under this Agreement. Client other system used for bulk file transfers; also agrees to comply with all guidelines,policies and procedures for services provided to Client by PNP from time to time. 1.4.2 a-Check Transactions. e-Check transactions are executed by creating or originating authorized ACH Entries using 1.1.3 At the time of Client's execution of this Agreement, Client checking account information provided by a Customer. PNP will shall also return the completed Client Application to PNP.Subject provide ACH origination services to Client relating to ACH to the terms and conditions of this Agreement, the Services may Entries,pursuant to the terms of this Agreement and the NACHA be also be used'by the affiliated offices, bureaus, agencies or Rules, with PNP's designated financial institution acting as an departments of Client("Affiliates"). Each Affiliate that uses the Originating Depository Financial Institution("ODFI")with respect Services shall complete a Client Application prior to to such ACH Entries. In addition: commencement of the Services after which PNP will recognize 1,4.2.1 Client authorizes PNP and its designated ODFI to such Affiliate as the Client pursuant to all of the terms and originate Entries on behalf of Client; conditions of the Agreement. 1.2 Client Representatives 1.4.2.2 Client agrees to any restrictions on the types of ACH Entries that may be originated; PNP E-Payment Services Agreement v4.0 rev 062220 1 PNP and that a convenience or service fee is charged for use of 1.4.2.3 Subject to Section 8.3 below, Client acknowledges and the Services. PNP may change the amount of such fee by agrees to the right of the PNP and its designated ODFI to notifying Client of such new amount at least thirty(30)days prior terminate or suspend this Agreement for breach of the Rules in a to such change. manner that permits PNP and the ODFI to comply with the Rules; 2.2 Activation and Monthly Fees 1.4.2.4 Client acknowledges and agrees to the right of PNP and If applicable, Client shall pay a one-time Activation Fee and the ODFI to audit Client's compliance with the Agreement, Monthly Fees as set forth on the Client Application. If Client does including compliance with NACHA Rules;and not implement the Service under this Agreement within six months after the Effective Date, other than due to a material 1.4.2,5 Client represents and warrants that it has the full authority breach by PNP, all unpaid fees that would have been assessed and capacity to bind its Affiliates to the terms of the Agreement. in the first year of the Term shall become immediately due and payable. 1.5 Service Promotion Client will use reasonable efforts to promote the Services and 2.3 Charge-backs and Returns build awareness of the Services with its Customers through Unless otherwise specified in the Client Application,and without various media including,but not limited to: limiting any other rights it may have. PNP will set off (a) the • Print:Bill inserts,counter displays,and amount of any charge-backs,refusals to pay and returns from any announcements in Client's newsletter amounts otherwise owing by PNP to Client and(b)a transaction • Online:Home page announcements with an easily handling fee for charge-backs and non-sufficient funds(NSF)as accessible,one-click link to payments page. specified in the Client Application • Phone/lVR:Pre-recorded message with the ability to transfer to payments IVR(e.g.,"Press 2 to make a 2.4 ACH Debit of Fees payment")or provide the IVR phone number to call. Client hereby authorizes PNP,and any subsidiary or successor o Joint Press Releases:The parties shall mutually agree thereof, solely with respect to amounts due pursuant to this upon press releases announcing the availability of Agreement and any subsequent agreements between Client and electronic payment services and the partnering of PNP, including but not limited to convenience or service fees. Client and PNP. transaction fees, charge-backs and returns as set forth in Sections 2.1 and 2.3 of this Agreement, to initiate Automated 1.6 Trademark License Clearing House("ACH")Authorizations to credit and debit Client's PNP grants Client a limited, non-exclusive, non-transferable bank account as set forth on the Banking Authorization Form license to use the PNP trademarks, service marks and logos attached hereto as Exhibit B or otherwise provided by Client. provided by PNP to Client (the "Trademarks") solely in connection with Client's promotion of the Services to Customers. SECTION 3 INTELLECTUAL PROPERTY; Client shall not alter the Trademarks nor use the Trademarks in CONFIDENTIALITY any way which is disparaging, dilutive or otherwise adversely affects the reputation of PNP. 3.1 No Transfer or License Except for the rights expressly granted to Client in this 1.7 Client Logo License Agreement, no PNP Intellectual Property Right is transferred or Client grants PNP a limited, non-exclusive, non-transferable licensed to Client pursuant to this Agreement, by implication or license to use its applicable logos, copyrighted works and otherwise. PNP reserves and retains all rights,title and interests trademarks ("Client Marks") solely in connection with the in and to the PNP Intellectual Property Rights, and all copies, Services provided to Client. Client shall provide the Client Marks revisions, modifications, updates, and upgrades thereof. Client to PNP for use with the Services. Client represents that it has all agrees not to remove, alter or destroy any copyright, patent intellectual property rights required for Client's and PNP's use of notice, trademark or other proprietary markings or confidential Client Marks, and shall indemnify PNP against any third party legends placed on or within any portion of the PNP Intellectual claims that the Client Marks infringe the intellectual property Property Rights. For purposes of this Agreement, "Intellectual rights of a third party. Property Rights" means all the intellectual property, industrial and other proprietary rights, protected or protectable, under the SECTION 2 COMPENSATION laws of the United States, any foreign country, or any political subdivision thereof, including (a) all trade names, trade dress, 2.1 Services Transaction Fee trademarks, service marks, logos, brand names and other PNP will charge the transaction fee to use the Services set forth identifiers, (b) copyrights, moral rights (including rights of on the Client Application. If Services fees are charged directly to attribution and rights of integrity),(c)all trade secrets,inventions. Customers by PNP, Customers will receive a notice each time discoveries. devices; processes, designs, techniques, ideas. they use the Services stating that the Services are provided by know-how and other confidential or proprietary information, whether or not reduced to practice, (d) all domestic and foreign PNP E-Payment Services Agreement v4.0 rev 062220 2 patents and the registrations, applications,renewals, extensions and continuations(in whole or in part)thereof,and(e)all goodwill 3.4.2 For purposes of this Agreement, "Confidential associated with any of the foregoing and(f)all rights and causes Information" means all nonpublic or proprietary information of of action for infringement, misappropriation, misuse, dilution or PNP, including proprietary, technical, development, marketing, unfair trade practices associated with(a)through(d)above. sales, operating, performances, cost, know-how, business and process information, computer programs and programming 3.2 Ownership and Use of PNP Materials techniques,security features (including,without limitation, multi- Any software developed by or on behalf of PNP for use in level access and log-in features, audit trail setup, interfaces connection with the Services remains the exclusive property of between the Counter Module and the Internet or IVR Modules), PNP. Client will not sell,transfer, barter,trade, license, modify all record bearing media containing or disclosing such information or copy any such software. Web pages accessible through use and techniques, and anything marked confidential, that is of the Services are the copyrighted intellectual property of PNP disclosed by PNP to Client pursuant to this Agreement. and may not be copied in whole or part by anyone. Any training Confidential Information also includes the terms and conditions of materials (including, but not limited to, webinars and manuals) this Agreement. provided to Client by PNP shall remain the exclusive property of PNP. PNP grants Client and Client's personnel a limited, non- 3.5 Exclusions exclusive,non-transferrable license to use and to make copies of The term Confidential Information will not apply to information the training materials with its personnel solely in connection with that:(a)is or becomes generally available to the public other than the Services. Training materials may not be modified by Client or as a result of a disclosure by Client in breach of this Agreement; its personnel or disclosed to any third party, including Client's (b)was within Client's possession prior to its disclosure by or on end-user Customers. Client shall ensure all personnel shall behalf of PNP,provided that the discloser of such information was complete and review all training materials prior to using the not known by Client to be bound by a confidentiality agreement Services. with, or other contractual, legal or fiduciary obligation of confidentiality to, PNP with respect to such information; (c) 3.3 Reverse Engineering becomes available to Client on a non-confidential basis from a Client will not reverse engineer, reverse assemble,decompile or source other than PNP, provided that such source is not known disassemble any of PNP's intellectual property, nor will Client by Client to be bound by a confidentiality agreement with,or other attempt to do so or enable any third party to do so or otherwise contractual,legal or fiduciary obligation of confidentiality to,PNP attempt to discover any source code, modify the Service in any with respect to such information; or (d) is developed manner or form, or use unauthorized modified versions of the independently by Client, as demonstrated by the written records Service, including (without limitation)for the purpose of building of Client, without use of such information. The confidentiality a similar or competitive product or service or for the purpose of obligations of Client pursuant to this Agreement will not apply to obtaining unauthorized access to the Service.Client is expressly any Confidential Information of PNP that Client is legally prohibited from sublicensing use of the Service to any third compelled to disclose. In the event Client becomes legally parties. If Client becomes aware that any person has engaged compelled to disclose any Confidential Information provided or is likely to have engaged in any of the activities described in pursuant to this Agreement,Client will provide PNP with prompt this Section 3.3,Client will promptly notify PNP. written notice so that PNP may seek a protective order or other appropriate remedy or waive compliance with the confidentiality 3.4 Confidential Information provisions of this Agreement. 3.4.1 Any Confidential Information provided by PNP to Client pursuant to this Agreement will remain the exclusive property of - 3.6 Failure to Comply PNP. Client will disclose such Confidential Information only to If Client fails to comply with any of its obligations pursuant to this those of its representatives and employees who need to know Section 3, PNP will have the right to immediately terminate this such Confidential Information for purposes of performing this Agreement by providing written notice of such termination to Agreement, who are informed of the confidential nature of the Client. Confidential Information and who agree, for the benefit of PNP, to be bound by the terms of confidentiality in this Agreement. 3.7 Survival Client will, and will cause each of its representatives and The rights and obligations of the parties provided for in this employees, to keep confidential and not to disclose in any Section 3 will survive any expiration or termination of this manner whatsoever any Confidential Information provided by Agreement or its term. PNP pursuant to this Agreement,and not to use such Confidential Information, in whole or in part, directly or indirectly, for any SECTION 4 WARRANTIES;DISCLAIMER purpose at any time other than for the purposes contemplated by this Agreement. Notwithstanding the foregoing, if Client is a city, 4.1 Warranties county, township or similar entity, or government agency or 4.1.1 Each party represents and warrants that it has the full legal department thereof,Client may disclose Confidential Information right, authority and power to enter into this Agreement and as necessary to comply with applicable public records laws. perform its obligations hereunder. PNP E-Payment Services Agreement v4.0 rev 062220 3 5.4 Bank Actions 4.1.2 PNP represents and warrants that the Services will be PNP will not be liable for any errors, omissions or delays provided in a professional,workman-like manner consistent with attributable to the acts or omissions of any bank or other third industry standards. party involved in the processing of any Payment Device payment. 4.2 Disclaimers SECTION 6 CARDHOLDER DATA SECURITY 4.2.1 PNP does not represent that Client's or its Customers use To the extent applicable,each of the parties shall be required to of the Services will be uninterrupted or error-free, or that the comply at all times with the Payment Card Industry Data Security system that makes the Services available will be free of viruses Standard Program("PCI-DSS")in effect and as may be amended or other harmful components resulting from the Internet or any from time to time during the term of the Agreement. The current third party providers or products outside the control of PNP. PCI-DSS specifications are available on the PCI Security Standards Council website which may be amended or modified 4.2.2 EXCEPT FOR THE WARRANTIES EXPRESSLY SET at any time:https:/Iwww.pcisecuritystandards.org. FORTH IN THIS SECTION 4, PNP DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR SECTION 7 EXCLUSIVITY OTHERWISE, INCLUDING, WITHOUT LIMITATION, Client agrees that PNP will be the exclusive provider of electronic WARRANTIES OF MERCHANTABILITY, FITNESS FOR A payment services and that Client may not procure similar such PARTICULAR PURPOSE, AND NON-INFRINGEMENT. THE services from any other party. SERVICE IS PROVIDED TO CLIENT ON AN "AS IS"AND"AS AVAILABLE BASIS,AND IS FOR COMMERCIAL USE ONLY. SECTION 8 TERM AND TERMINATION SECTION 5 LIMITATIONS OF LIABILITY AND 8.1 Term OBLIGATION The initial term of this Agreement will commence on the Effective Date and will end on the third (3rd) anniversary of the Effective 5.1 Damages and Liability Limit Date (the "Initial Term"). This Agreement will automatically IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE renew for successive one (1)-year terms (each, a "Renewal OTHER PARTY OR ANY THIRD PARTY IN CONNECTION Term," and the Initial Term and any Renewal Term may be WITH THIS AGREEMENT FOR INDIRECT, INCIDENTAL, referred to as a "Term"). The term of this Agreement will CONSEQUENTIAL, RELIANCE, SPECIAL, EXEMPLARY OR terminate at the end of the Initial Term or any subsequent PUNITIVE DAMAGES, INCLUDING DAMAGES FOR LOST Renewal Term if either party provides written notice of such PROFITS, EVEN IF THE OTHER PARTY HAS BEEN ADVISED termination to the other party at least sixty(60)days prior to the OF THE POSSIBILITY OF SUCH DAMAGES. EACH PARTY expiration of the applicable Term. RELEASES THE OTHER PARTY AND ALL OF THE OTHER PARTY'S AFFILIATES, EMPLOYEES, AND AGENTS FROM 8.2 In the Event of Breach;Effect on Affiliates ANY SUCH DAMAGES. IN NO EVENT WILL PNP HAVE OR 8.2,1 Subject to the opportunity to cure set forth below,either INCUR ANY LIABILITY TO CLIENT OR ANY THIRD PARTY IN party may terminate this Agreement upon sixty(60)days written EXCESS OF THE AGGREGATE COMPENSATION RECEIVED notice to the other party in the event of a material,uncured BY PNP FOR THE SIX-MONTH PERIOD IMMEDIATELY breach of any provision of this Agreement by the other party. PRECEDING THE EVENT GIVING RISE TO A CLAIM FOR Such notice by the complaining party shall expressly state all of SUCH LIABILITY. THE FOREGOING EXCLUSIONS AND the reasons for the claimed breach in sufficient detail so as to LIMITATIONS WILL APPLY TO THE MAXIMUM EXTENT provide the alleged breaching party a meaningful opportunity to PERMITTED BY APPLICABLE LAW, EVEN IF ANY REMEDY cure such alleged breach("Notice"). FAILS ITS ESSENTIAL PURPOSE. 8.2.2 Following receipt of Notice,the alleged breaching party 5.2 Refusals of Payment shall have sixty(60)days to cure such alleged breach.Upon PNP will not be liable for charge-backs or other refusals of termination or expiration of this Agreement,Client shall have no payment initiated by any Customer. All such charge-backs and rights to continue use of the Service or the Modules. Expiration other refusals of payment will be refunded by PNP to the or termination of the Agreement by Client or PNP shall also Customer and Client will mark and otherwise treat the related terminate the Affiliates'rights under the Agreement unless Customer account as"unpaid." otherwise agreed by the parties in writing. PNP may terminate 5.3 Errors and Omissions the Agreement solely with respect to an individual Affiliate PNP will not be liable for any errors or omissions in data provided without affecting the rights and obligations of Client and other by Client or Customers. Client will be responsible for the Affiliates under the Agreement. accuracy of data provided to PNP for use in providing the Services. 8.3 Modification to or Discontinuation of the Service PNP reserves the right at any time and from time to time to modify, temporarily or permanently, the Service (or any part PNP E-Payment Services Agreement v4.0 rev 062220 4 • thereof). In addition, PNP will have the right to discontinue deposited in the United States mail,postage pre-paid,certified or accepting any Payment Device by providing not less than ten(10) registered,return receipt requested,to the respective parties at: days'written notice to Client. In the event that PNP modifies the Service in a manner which removes or disables a feature or If to Client: See Merchant Application functionality on which Client materially relies, PNP, at Client's request, shall use commercially reasonable efforts to If to PNP: Point&Pay, LLC substantially restore such functionality to Client. In the event that 110 State St.E,Suite D PNP is unable to substantially restore such functionality within Oldsmar,FL 34677 sixty (60) days, Client shall have the right to terminate the Agreement. Client acknowledges that PNP reserves the right to SECTION 13 MISCELLANEOUS discontinue offering the Service and any support at the The headings of sections and subsections of this Agreement are conclusion of Client's then-current Term.Client agrees that PNP for convenience of reference only and will not be construed to shall not be liable to Client nor to any third party for any alter the meaning of any provision of this Agreement. PNP is an modification of the Service as described in this Section. independent contractor and nothing in this Agreement will be deemed to create any agency, employee-employer relationship, SECTION 9 PAYMENT DEVICE TRANSACTION partnership, franchise or joint venture between the parties. DEPOSITS Except as otherwise specifically provided in this Agreement, The exact amount of each approved Payment Device transaction neither party will have,or represent that it has the right,power or will be electronically deposited into the Client bank account . authority to bind, contract or commit the other party or to create identified on the Client Application. PNP shall initiate such any obligation on behalf of the other party. Each of the parties deposits as specified on the attached Client Application. PNP will will have any and all rights and remedies available to them under provide Client's authorized employees with access to PNP's all applicable laws. The remedies provided for in this Agreement online transaction reports for reconciliation purposes. will be deemed to be non-exclusive and in addition to any other available remedy at law or in equity. All rights and remedies are SECTION 10 FORCE MAJEURE cumulative and may be exercised singularly or concurrently. PNP will not be responsible for its failure to perform under this Client may not assign or transfer any of its rights or delegate any Agreement due to causes beyond its reasonable control, of its obligations under this Agreement to any third party, by including acts of God, wars, riots, revolutions, acts of civil or operation of law or otherwise,without the prior written consent of military authorities, terrorism, fires, floods, sabotage, nuclear PNP. Any attempted assignment or transfer in violation of the incidents, earthquakes, storms, pandemics or epidemics. If the foregoing will be void. This Agreement will be binding upon,and provision of Services under this Agreement is delayed by such an inure to the benefit of, the successors and permitted assigns of event or condition, PNP will promptly notify Client thereof. PNP the parties. Client shall comply with all applicable laws, rules, will use commercially reasonable efforts to overcome any such treaties, and regulations in its performance of this Agreement. cause for delay as soon as is reasonably practicable. including,without limitation,the Rules and NACHA Rules. If any provision of this Agreement is held by a court of law to be illegal, SECTION 11 GOVERNING LAW invalid or unenforceable, the remaining provisions of this This Agreement will be interpreted,construed and enforced in all Agreement will not be affected and the illegal, invalid, or respects in accordance with the laws of the State of Florida unenforceable provision will be deemed modified such that it the without reference to its conflicts of law principles, intention of the parties to the fullest extent possible. No amendment or modification of this Agreement will be effective SECTION 12 NOTICES unless it is in writing and executed by both of the parties. Nothing All notices or other communications required or permitted by this contained in this Agreement establishes, creates,or is intended Agreement must be in writing and will be deemed to have been to or will be construed to establish or create, any right in or duly given when delivered personally to the party for whom such obligation to any third party. This Agreement,the Exhibit(s)and notice was intended,or upon actual receipt if sent by facsimile or the Client Application set forth the entire agreement and delivered by a nationally recognized overnight delivery service,or understanding of the parties with respect to the subject matter at the expiration of the third day after the date of deposit if hereof and supersedes any and all prior or contemporaneous understandings and agreements, whether written or oral, between the parties with respect to such subject matter. PNP E-Payment Services Agreement v4.0 rev 062220 5 The parties have duly executed this Agreement as of the date of the last signature below(the"Effective Date"), Point&Pay,LL,/' City of Ocoee,FL By: By: Name:tJ.( \at, riro Name: kyo 2 ; Title: Dater Date: • • PNP E-Payment Services Agreement v4.0 rev 062220 6 Exhibit A Services Description The following is a description of all Services and Modules offered by PNP. PNP shall provide the Services to Client and its Customers via the specific Modules and Payment Devices chosen by Client in the Client Application. Applicable fees,if any,for Client's elections are set forth on the Client Application. The Services include support and training outlined below at no additional charge to Client. Service Modules • Counter Module. The Counter Module allows Customers to make payments to Client in a face-to-face environment or over the phone using a Payment Device. PNP will issue unique confirmation numbers to Customers who have completed a payment transaction using the Counter Module. The Counter Module also enables Client's staff to access reports via the web.The Counter Module is required to access the PNP Services. The Counter Module may be used in conjunction with or independently of point- of-sale(POS)terminals. • Web Module. The Web Module allows Customers to make payments to Clients online using a Payment Device via a secure website hosted by PNP. Customers who elect to make payments via the Internet can follow a link from the Client website to the Client-branded,PNP-hosted web pages to submit a payment.PNP will issue unique confirmation numbers to Customers who have completed a payment transaction using the Web Module. PNP shall create the Client-branded, PNP-hosted web pages at no additional charge. Client may elect bill presentment and account validation functionality for the one-time set-up fee set forth on the Client Application under"Data File,Integration." • Interactive Voice Response (IVR) Module. The IVR Module allows Customers to make payments to Clients over the phone using a Payment Device. The Customer calls a toll-free phone number provided and managed by PNP to access the Client branded IVR.The IVR system recognizes Customer instructions through making a payment;the phone keypad is used to enter Payment Device numbers. The IVR system is configured and tested by PNP. PNP will issue unique confirmation numbers to Customers who have completed a payment transaction using the IVR Module.Election of the IVR Module includes a Client-branded IVR environment and, if applicable, Client shall pay the one-time IVR set-up fee for the IVR Module set forth on the Client Application. In addition,Client may elect to have bill presentment and account validation functionality enabled through the IVR for the one-time set-up fee on the Client Application under"Data File Integration." Customer Payment Devices Each of the Modules can provide the Customer with the ability to pay by Credit Card, Debit Card and/or Electronic Check. Training PNP shall provide instruction manuals and up to four(4) hours of webinar training to Client and Client personnel in connection with the Modules chosen by Client. Support PNP shall provide services and technical support to Client via telephone during regular business hours. Support availability shall be exclusive of downtime due to scheduled maintenance or events out of PNP's control. Support for the Products may be modified, suspended or terminated in PNP's sole discretion upon prior written notice. PNP E-Payment Services Agreement v2.0 rev 071008 7