Agenda packet, first session — Garden Grove City Council, March 11, 2025 (part 2 of 2)

After the initial review, the Committee invited the top five (5) scoring proposers for interviews and system demonstrations. These interview were assessed based on the demonstration of the proposed solution and responses to key questions.

The weighted scores of the top five proposals are outlined below:

Point&Pay
LLC
Diversified
Data
Processing
and
Consulting,
Inc.

Paymentus
Corporation PayIt, LLC
LexisNexis
Vitalcheck
Network,
Inc.

Initial Scores 289 290 275 274 277
Interview Scores 71 50 61 45 31
TOTAL SCORE 360 340 336 319 308
After evaluating the written proposals and conducting interviews, the Committee determined that Point & Pay, LLC offers significant advantages over the other proposers. Their competitive proposal, cost savings, and dedicated support team with decades of experience in merchant services set them apart. Additionally, Point & Pay, LLC currently provides merchant services to local agencies, including Riverside County and Santa Cruz County.

FINANCIAL IMPACT
Under the proposed agreement, the service fee is based on the type and volume of transactions processed. Staff estimates annual costs to be approximately $450,000. The new proposed merchant service fee rates are either consistent with or below our current rates with FIS.

The cost of merchant service in the amount of $450,000 will be programed in the FY 2025- 27 operating budget. The breakdown of costs by funding source is as follows:
 General Fund - $189,000 (42%)
 Water Enterprise Fund - $216,000 (48%)
 Sewer Enterprise Fund - $45,000 (10%)

RECOMMENDATION
It is recommended that the City Council:
● Award a contract to Point & Pay, LLC in the amount of $450,000 per year for the initial three-year term beginning July 1, 2025. The contract includes an option for automatic annual renewal unless terminated with a 60-day notice; and 331
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● Authorize the City Manager, or designee(s), to execute the agreement, approve additional option years, and make minor amendments or modifications as necessary on behalf of the City.

ATTACHMENT(S)
 Attachment 1 - Point and Pay, LLC E-Payment Services Agreement  Attachment 2 – Point and Pay, LLC Proposal
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PNP E-Payment Services Agreement v5.1 rev 05.13.24 1

POINT AND PAY, LLC

E-PAYMENT SERVICES AGREEMENT
PARTIES:

Point and Pay, LLC (“PNP”) d/b/a Point & Pay
A subsidiary of NAB, doing business in Delaware
City of Garden Grove, CA
SECTION 1 E-PAYMENT SERVICES

1.1 ACCESS TO PAYMENT MODULES

1.1.1 Pursuant to this E-Payment Services Agreement
(this “Agreement”), PNP grants Client a limited, nonexclusive, non-transferable and terminable license for the duration of the Term to use the electronic payment services (the “Services”) and payment modules (each, a “Module”) chosen in the attached client application (“Client
Onboarding”) to enable Client’s customers (“Customers”) to make payments to Client using a Payment Device.
“Payment Device” means the payment type(s) chosen by
Client on the Client Onboarding form. A description of all Modules, Services, training and support offered by PNP is attached as Exhibit A (the “SERVICES DESCRIPTION”).

1.1.2 Payment types are Debit Cards, Credit Cards or
electronic checks (“e-Check”). A “Debit Card” is a valid payment card with a VISA, MasterCard or Discover
Network mark that is tied to a cardholder’s bank account or a prepaid account and which is processed with or without the use of a PIN. A “Credit Card” is a valid payment card authorizing the cardholder to buy goods or services on
credit and bearing the service mark of VISA, MasterCard, Discover Network or AXP. Client agrees to comply with and be subject to all rules and regulations of MasterCard
International, Inc., (“MasterCard”), Visa International (“VISA”), Discover Network (“Discover Network”),
American Express (“AXP”) (collectively, the “Rules”) and National Automated Clearing House Association rules and regulations (“Nacha Rules”), as they may exist or are
modified from time to time and as applicable to Client’s activities under this Agreement. Client also agrees to
comply with all guidelines, policies and procedures for services provided to Client by PNP from time to time.

1.1.3 At the time of Client’s execution of this
Agreement, Client shall also return the completed Client Onboarding form to PNP. Subject to the terms and
conditions of this Agreement, the Services may be also be used by the affiliated offices, bureaus, agencies or
departments of Client (“Affiliates”). Each Affiliate that uses the Services shall complete a Client Onboarding form prior to commencement of the Services after which PNP will
recognize such Affiliate as the Client pursuant to all of the terms and conditions of the Agreement.

1.2 CLIENT REPRESENTATIVES
PNP will provide Client’s authorized representatives with a logon and password to access the Counter Module. Client shall be solely responsible for maintaining the
confidentiality and security of the logons and passwords provided by PNP. Client will cause each of its
representatives to change the initial password, keep the passwords confidential, refrain from sharing passwords
and/or logon information with any unauthorized user, and use no other password to access the Counter Module. PNP shall be entitled to rely on any communications it receives under Client’s passwords, logon information, and/or
account number as having been sent by Client, without
conducting any further checks as to the identity of the user of such information. PNP will not be responsible for the operability or functionality of any of Client’s computer equipment, system, browser or Internet connectivity.

1.3 PAYMENT DEVICE TRANSACTIONS
All Payment Device transactions using the Services will be processed through a secured link. The parties to each
Payment Device transaction will be the Customer
cardholder or checking account owner and the Client
(provided that, with respect to applicable service or
convenience fees charges, such portion of the transaction will be between Customer and PNP).

1.4 E-CHECK TRANSACTIONS ACH

AUTHORIZATIONS

1.4.1 DEFINITIONS

1.4.1.1 “ACH Entry” means any electronic funds transfer initiated through the ACH System resulting in a credit to a Designated Account (“Debit Entry”) or a debit to a
designated account (“Credit Entry”);

1.4.1.2 “ACH System” means the automated
clearinghouse or other system used for bulk file transfers;

1.4.2 E-CHECK TRANSACTIONS. e-Check
transactions are executed by creating or originating
authorized ACH Entries using checking account information provided by a Customer. PNP will provide ACH origination services to Client relating to ACH Entries, pursuant to the terms of this Agreement and the Nacha Rules, with PNP’s designated financial institution acting as an Originating Depository Financial Institution (“ODFI”) with respect to such ACH Entries. In addition:

1.4.2.1 Client authorizes PNP and its designated ODFI
to originate Entries on behalf of Client;

1.4.2.2 Client agrees to any restrictions on the types of ACH Entries that may be originated;

1.4.2.3 Subject to Section 8.3 below, Client
acknowledges and agrees to the right of the PNP and its designated ODFI to terminate or suspend this Agreement
for breach of the Rules in a manner that permits PNP and the ODFI to comply with the Rules;

1.4.2.4 Client acknowledges and agrees to the right of
PNP and the ODFI to audit Client’s compliance with the
Agreement, including compliance with Nacha Rules; and
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1.4.2.5 Client represents and warrants that it has the full authority and capacity to bind its Affiliates to the terms of the Agreement.

1.5 SERVICE PROMOTION
Client will use reasonable efforts to promote the Services and build awareness of the Services with its Customers
through various media including, but not limited to:
● Bill inserts, counter displays, and announcements
in Client’s newsletter
● Main website page announcements with an
easily accessible, one-click link to payments
page.
● Pre-recorded phone message with the ability to
transfer to payments IVR (e.g., “Press 2 to make
a payment”) or provide the IVR phone number to
call.
● The parties shall mutually agree upon press
releases announcing the availability of electronic
payment services and the partnering of Client
and PNP.

1.6 TRADEMARK LICENSE
PNP grants Client a limited, non-exclusive, nontransferable license to use the PNP trademarks, service marks and logos provided by PNP to Client (the
“Trademarks”) solely in connection with Client’s promotion of the Services to Customers. Client shall not alter the Trademarks nor use the Trademarks in any way which is
disparaging, dilutive or otherwise adversely affects the reputation of PNP.

1.7 CLIENT LOGO LICENSE
Client grants PNP a limited, non-exclusive, nontransferable license to use its applicable logos, copyrighted works and trademarks (“Client Marks”) solely in connection with the Services provided to Client. Client shall provide the Client Marks to PNP for use with the Services. Client
represents that it has all intellectual property rights required for Client’s and PNP’s use of Client Marks, and shall
indemnify PNP against any third party claims that the Client Marks infringe the intellectual property rights of a third party.

SECTION 2 COMPENSATION

2.1 SERVICES TRANSACTION FEE
PNP will charge the transaction fee to use the Services set forth on the Client Onboarding form. If Services fees are charged directly to Customers by PNP, Customers will
receive a notice each time they use the Services stating that the Services are provided by PNP and that a convenience or service fee is charged for use of the Services. PNP may change the amount of such fee by notifying Client of such new amount at least thirty (30) days prior to such change.

2.2 ACTIVATION AND MONTHLY FEES
If applicable, Client shall pay a one-time Activation Fee and Monthly Fees as set forth on the Client Onboarding form. If Client does not implement the Service under this
Agreement within six months after the Effective Date, other than due to a material breach by PNP, all unpaid fees that would have been assessed in the first year of the Term shall become immediately due and payable.

2.3 CHARGEBACKS AND RETURNS
Unless otherwise specified in the Client Onboarding form, and without limiting any other rights it may have, PNP will set off (a) the amount of any charge-backs, refusals to pay and returns from any amounts otherwise owing by PNP to
Client and (b) a transaction handling fee for charge-backs and non-sufficient funds (NSF) as specified in the Client Application

2.4 ACH DEBIT OF FEES
Client hereby authorizes PNP, and any subsidiary or
successor thereof, solely with respect to amounts due
pursuant to this Agreement and any subsequent
agreements between Client and PNP, including but not
limited to convenience or service fees, transaction fees, charge-backs and returns as set forth in Sections 2.1 and

2.3 of this Agreement, to initiate Automated Clearing House (“ACH”) Authorizations to credit and debit Client’s bank account as set forth on the Client Onboarding form attached as Exhibit B, or otherwise provided by Client.

SECTION 3 INTELLECTUAL PROPERTY;

CONFIDENTIALITY

3.1 NO TRANSFER OR LICENSE
Except for the rights expressly granted to Client in this Agreement, no PNP Intellectual Property Right is
transferred or licensed to Client pursuant to this Agreement, by implication or otherwise. PNP reserves and retains all rights, title and interests in and to the PNP Intellectual Property Rights, and all copies, revisions, modifications, updates, and upgrades thereof. Client agrees not to
remove, alter or destroy any copyright, patent notice,
trademark or other proprietary markings or confidential legends placed on or within any portion of the PNP
Intellectual Property Rights. For purposes of this
Agreement, “Intellectual Property Rights” means all the intellectual property, industrial and other proprietary rights, protected or protectable, under the laws of the United
States, any foreign country, or any political subdivision thereof, including (a) all trade names, trade dress,
trademarks, service marks, logos, brand names and other identifiers, (b) copyrights, moral rights (including rights of attribution and rights of integrity), (c) all trade secrets, inventions, discoveries, devices, processes, designs,
techniques, ideas, know-how and other confidential or
proprietary information, whether or not reduced to practice, (d) all domestic and foreign patents and the registrations, applications, renewals, extensions and continuations (in whole or in part) thereof, and (e) all goodwill associated with any of the foregoing and (f) all rights and causes of action for infringement, misappropriation, misuse, dilution or unfair trade practices associated with (a) through (d) above.

3.2 OWNERSHIP AND USE OF PNP MATERIALS
Any software developed by or on behalf of PNP for use in connection with the Services remains the exclusive
property of PNP. Client will not sell, transfer, barter, trade, license, modify or copy any such software. Web pages
accessible through use of the Services are the copyrighted intellectual property of PNP and may not be copied in whole 334
PNP E-Payment Services Agreement v5.1 rev 05.13.24 3
or part by anyone. Any training materials (including, but not limited to, webinars and manuals) provided to Client by PNP shall remain the exclusive property of PNP. PNP grants
Client and Client’s personnel a limited, non-exclusive, nontransferrable license to use and to make copies of the training materials with its personnel solely in connection with the Services. Training materials may not be modified by Client or its personnel or disclosed to any third party, including Client’s end-user Customers. Client shall ensure all personnel shall complete and review all training
materials prior to using the Services.

3.3 REVERSE ENGINEERING
Client will not reverse engineer, reverse assemble,
decompile or disassemble any of PNP’s intellectual
property, nor will Client attempt to do so or enable any third party to do so or otherwise attempt to discover any source code, modify the Service in any manner or form, or use
unauthorized modified versions of the Service, including (without limitation) for the purpose of building a similar or competitive product or service or for the purpose of
obtaining unauthorized access to the Service. Client is expressly prohibited from sublicensing use of the Service to any third parties. If Client becomes aware that any person has engaged or is likely to have engaged in any of the
activities described in this Section 3.3, Client will promptly notify PNP.

3.4 CONFIDENTIAL INFORMATION

3.4.1 Any Confidential Information provided by PNP to
Client pursuant to this Agreement will remain the exclusive property of PNP. Client will disclose such Confidential Information only to those of its representatives and
employees who need to know such Confidential Information for purposes of performing this Agreement, who are
informed of the confidential nature of the Confidential Information and who agree, for the benefit of PNP, to be bound by the terms of confidentiality in this Agreement.

Client will, and will cause each of its representatives and employees, to keep confidential and not to disclose in any manner whatsoever any Confidential Information provided by PNP pursuant to this Agreement, and not to use such
Confidential Information, in whole or in part, directly or indirectly, for any purpose at any time other than for the purposes contemplated by this Agreement.

Notwithstanding the foregoing, if Client is a city, county, township or similar entity, or government agency or
department thereof, Client may disclose Confidential
Information as necessary to comply with applicable public records laws.

3.4.2 For purposes of this Agreement, “Confidential
Information” means all nonpublic or proprietary information of PNP, including proprietary, technical, development,
marketing, sales, operating, performances, cost, knowhow, business and process information, computer programs and programming techniques, security features
(including, without limitation, multi-level access and log-in features, audit trail setup, interfaces between the Counter Module and the Internet or IVR Modules), all record bearing media containing or disclosing such information and
techniques, and anything marked confidential, that is
disclosed by PNP to Client pursuant to this Agreement.

Confidential Information also includes the terms and
conditions of this Agreement.

3.5 EXCLUSIONS
The term Confidential Information will not apply to
information that: (a) is or becomes generally available to the public other than as a result of a disclosure by Client in breach of this Agreement; (b) was within Client’s
possession prior to its disclosure by or on behalf of PNP, provided that the discloser of such information was not known by Client to be bound by a confidentiality agreement with, or other contractual, legal or fiduciary obligation of confidentiality to, PNP with respect to such information; (c) becomes available to Client on a non-confidential basis from a source other than PNP, provided that such source is not known by Client to be bound by a confidentiality
agreement with, or other contractual, legal or fiduciary obligation of confidentiality to, PNP with respect to such information; or (d) is developed independently by Client, as demonstrated by the written records of Client, without use of such information. The confidentiality obligations of Client pursuant to this Agreement will not apply to any Confidential Information of PNP that Client is legally compelled to
disclose. In the event Client becomes legally compelled to disclose any Confidential Information provided pursuant to this Agreement, Client will provide PNP with prompt written notice so that PNP may seek a protective order or other appropriate remedy or waive compliance with the
confidentiality provisions of this Agreement.

3.6 FAILURE TO COMPLY
If Client fails to comply with any of its obligations pursuant to this Section 3, PNP will have the right to immediately terminate this Agreement by providing written notice of such termination to Client.

3.7 SURVIVAL
The rights and obligations of the parties provided for in this Section 3 will survive any expiration or termination of this Agreement or its term.

SECTION 4 WARRANTIES; DISCLAIMER

4.1 WARRANTIES

4.1.1 Each party represents and warrants that it has the full legal right, authority and power to enter into this Agreement and perform its obligations hereunder.

4.1.2 PNP represents and warrants that the Services
will be provided in a professional, workman-like manner consistent with industry standards.

4.2 DISCLAIMERS

4.2.1 PNP does not represent that Client’s or its
Customers use of the Services will be uninterrupted or
error-free, or that the system that makes the Services
available will be free of viruses or other harmful components resulting from the Internet or any third party providers or products outside the control of PNP.

4.2.2 EXCEPT FOR THE WARRANTIES
EXPRESSLY SET FORTH IN THIS SECTION 4, PNP

DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED,

STATUTORY OR OTHERWISE, INCLUDING, WITHOUT

LIMITATION, WARRANTIES OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE, AND NON335
PNP E-Payment Services Agreement v5.1 rev 05.13.24 4
INFRINGEMENT. THE SERVICE IS PROVIDED TO
CLIENT ON AN “AS IS” AND “AS AVAILABLE” BASIS,
AND IS FOR COMMERCIAL USE ONLY.

SECTION 5 LIMITATIONS OF LIABILITY AND

OBLIGATION

5.1 DAMAGES AND LIABILITY LIMIT

IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE

OTHER PARTY OR ANY THIRD PARTY IN CONNECTION

WITH THIS AGREEMENT FOR INDIRECT, INCIDENTAL,

CONSEQUENTIAL, RELIANCE, SPECIAL, EXEMPLARY

OR PUNITIVE DAMAGES, INCLUDING DAMAGES FOR

LOST PROFITS, EVEN IF THE OTHER PARTY HAS

BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES. EACH PARTY RELEASES THE OTHER
PARTY AND ALL OF THE OTHER PARTY’S AFFILIATES,

EMPLOYEES, AND AGENTS FROM ANY SUCH
DAMAGES. IN NO EVENT WILL PNP HAVE OR INCUR

ANY LIABILITY TO CLIENT OR ANY THIRD PARTY IN

EXCESS OF THE AGGREGATE COMPENSATION

RECEIVED BY PNP FOR THE SIX-MONTH PERIOD

IMMEDIATELY PRECEDING THE EVENT GIVING RISE
TO A CLAIM FOR SUCH LIABILITY. THE FOREGOING

EXCLUSIONS AND LIMITATIONS WILL APPLY TO THE

MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW,

EVEN IF ANY REMEDY FAILS ITS ESSENTIAL
PURPOSE.

5.2 REFUSALS OF PAYMENT
PNP will not be liable for charge-backs or other refusals of payment initiated by any Customer. All such charge-backs and other refusals of payment will be refunded by PNP to the Customer and Client will mark and otherwise treat the related Customer account as “unpaid.”

5.3 ERRORS AND OMISSIONS
PNP will not be liable for any errors or omissions in data provided by Client or Customers. Client will be responsible for the accuracy of data provided to PNP for use in providing the Services.

5.4 BANK ACTIONS
PNP will not be liable for any errors, omissions or delays attributable to the acts or omissions of any bank or other third party involved in the processing of any Payment
Device payment.

SECTION 6 CARDHOLDER DATA SECURITY
To the extent applicable, each of the parties shall be
required to comply at all times with the Payment Card
Industry Data Security Standards (“PCI-DSS”) in effect and as may be amended from time to time during the term of the Agreement. The current PCI-DSS specifications are
available on the PCI Security Standards Council website which may be amended or modified at:
https://www.pcisecuritystandards.org.

SECTION 7 EXCLUSIVITY
Client agrees that PNP will be the non-exclusive provider of fee-based electronic payment services and that Client may procure similar such services from any other party.

SECTION 8 TERM AND TERMINATION

8.1 TERM
The initial term of this Agreement will commence on the Effective Date and will end on the Third (3rd) anniversary of the Effective Date (the “Initial Term”). This Agreement will automatically renew for successive one (1)-year terms
(each, a “Renewal Term,” and the Initial Term and any
Renewal Term may be referred to as a “Term”). The term
of this Agreement will terminate at the end of the Initial Term or any subsequent Renewal Term if either party provides written notice of such termination to the other party at least sixty (60) days prior to the expiration of the applicable Term.

8.2 IN THE EVENT OF BREACH; EFFECT ON

AFFILIATES

8.2.1 Subject to the opportunity to cure set forth below, either party may terminate this Agreement upon sixty (60) days written notice to the other party in the event of a material, uncured breach of any provision of this Agreement by the other party. Such notice by the complaining party shall expressly state all of the reasons for the claimed breach in sufficient detail so as to provide the alleged breaching party a meaningful opportunity to cure such
alleged breach (“Notice”).

8.2.2 Following receipt of Notice, the alleged
breaching party shall have sixty (60) days to cure such alleged breach. Upon termination or expiration of this
Agreement, Client shall have no rights to continue use of the Service or the Modules. Expiration or termination of the Agreement by Client or PNP shall also terminate the Affiliates’ rights under the Agreement unless otherwise agreed by the parties in writing. PNP may terminate the Agreement solely with respect to an individual Affiliate without affecting the rights and obligations of Client and other Affiliates under the Agreement.

8.3 MODIFICATION/DISCONTINUATION OF SERVICE
PNP reserves the right at any time and from time to time to modify, temporarily or permanently, the Service (or any part thereof). In addition, PNP will have the right to discontinue accepting any Payment Device by providing not less than ten (10) days’ written notice to Client. In the event that PNP modifies the Service in a manner which removes or disables a feature or functionality on which Client materially relies, PNP, at Client’s request, shall use commercially reasonable efforts to substantially restore such functionality to Client. In the event that PNP is unable to substantially restore such functionality within sixty (60) days, Client shall have the right to terminate the Agreement. Client acknowledges that PNP reserves the right to discontinue offering the Service and any support at the conclusion of Client’s then-current Term.

Client agrees that PNP shall not be liable to Client nor to any third party for any modification of the Service as
described in this Section.

SECTION 9 PAYMENT DEVICE DEPOSITS
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The exact amount of each approved Payment Device
transaction will be electronically deposited into the Client bank account identified on the Client Onboarding form. PNP shall initiate such deposits as specified on the attached Client Onboarding form. PNP will provide Client’s authorized
employees with access to PNP’s online transaction reports for reconciliation purposes.

SECTION 10 FORCE MAJEURE
PNP will not be responsible for its failure to perform under this Agreement due to causes beyond its reasonable
control, including acts of God, wars, riots, revolutions, acts of civil or military authorities, terrorism, fires, floods, sabotage, nuclear incidents, earthquakes, storms,
pandemics or epidemics. If the provision of Services under this Agreement is delayed by such an event or condition, PNP will promptly notify Client thereof. PNP will use
commercially reasonable efforts to overcome any such
cause for delay as soon as is reasonably practicable.

SECTION 11 GOVERNING LAW
This Agreement will be interpreted, construed and enforced in all respects in accordance with the laws of the State of California without reference to its conflicts of law
principles.

SECTION 12 NOTICES
All notices or other communications required or permitted by this Agreement must be in writing and will be deemed to have been duly given when delivered personally to the party for whom such notice was intended, or upon actual receipt if sent by facsimile or delivered by a nationally recognized overnight delivery service, or at the expiration of the third day after the date of deposit if deposited in the United States mail, postage pre-paid, certified or registered, return receipt requested, to the respective parties at:

If to Client: See Client Onboarding
If to PNP: Point and Pay, LLC
110 State Street East
Oldsmar, FL 34677
SECTION 13 MISCELLANEOUS
The headings of sections and subsections of this
Agreement are for convenience of reference only and will not be construed to alter the meaning of any provision of this Agreement. PNP is an independent contractor and
nothing in this Agreement will be deemed to create any
agency, employee-employer relationship, partnership,
franchise or joint venture between the parties. Except as otherwise specifically provided in this Agreement, neither party will have, or represent that it has the right, power or authority to bind, contract or commit the other party or to create any obligation on behalf of the other party. Each of the parties will have any and all rights and remedies
available to them under all applicable laws. The remedies provided for in this Agreement will be deemed to be nonexclusive and in addition to any other available remedy at law or in equity. All rights and remedies are cumulative and may be exercised singularly or concurrently. Client may not assign or transfer any of its rights or delegate any of its obligations under this Agreement to any third party, by operation of law or otherwise, without the prior written consent of PNP. Any attempted assignment or transfer in violation of the foregoing will be void. This Agreement will be binding upon, and inure to the benefit of, the successors and permitted assigns of the parties. Client shall comply with all applicable laws, rules, treaties, and regulations in its performance of this Agreement, including, without
limitation, the Rules and Nacha Rules. If any provision of this Agreement is held by a court of law to be illegal, invalid or unenforceable, the remaining provisions of this
Agreement will not be affected and the illegal, invalid, or unenforceable provision will be deemed modified such that it the intention of the parties to the fullest extent possible.

No amendment or modification of this Agreement will be
effective unless it is in writing and executed by both of the parties. Nothing contained in this Agreement establishes, creates, or is intended to or will be construed to establish or create, any right in or obligation to any third party. This Agreement, the Exhibit(s) and the Client Application set forth the entire agreement and understanding of the parties with respect to the subject matter 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.

SECTION 14 INDEMNITY
PNP shall defend, indemnify, and hold Client harmless
against and from any claims, including but not limited to, suits, losses, penalties, damages, responsibility for costs, regulatory fines, penalties, credit monitoring expenses, or other liability for damages of every name, kind and
description, including attorneys’ fees and costs incurred, attributable to the negligence or willful misconduct of PNP in the performance of this Agreement pertaining to the
handling or protecting Client or Customer information over which PNP has control, including but not limited to
electronic payment(s), and Customer account information that is not readily available to the general public. The indemnity obligations herein shall not apply to the extent that such claims or liabilities arise from the negligence or willful misconduct of Client or arise from information over which Client has exclusive control.

Section 15 INSURANCE

15.1 COMMENCEMENT OF WORK. PNP shall not
commence work under this Agreement until all certificates and endorsements have been received and approved by
the Client. All insurance required by this Agreement shall contain a statement of obligation on the part of the carrier, agent or PNP to notify Client of any material change,
cancellation, or termination at least thirty (30) days in advance and provide a Waiver of Subrogation in favor of Client.

15.2 WORKERS COMPENSATION INSURANCE.

During the duration of this Agreement, PNP and all
subcontractors shall maintain Workers Compensation
Insurance in the amount and type required by law, if
applicable.
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15.3 INSURANCE AMOUNTS. PNP shall maintain the
following insurance for the duration of this Agreement:

15.3.1 Commercial general liability in an amount of
$2,000,000.00 per occurrence (claims made and modified
occurrence policies are not acceptable); Insurance
companies must be acceptable to Client and have a Best’s Guide Rating of A-, Class VII or better, as approved by Client.

15.3.2 Professional liability, which includes Cyber
Liability Coverage, in an amount not less than $5,000,000.

Insurance companies must be admitted and licensed In
California and have a Best’s Guide Rating of A-,Class VII or better, as approved by the City. If the policy is written on a “claims made” basis, the policy shall be continued in full force and effect at all times during the term of the
agreement, and for a period of three (3) years from the date of the completion of services provided. In the event of termination, cancellation, or material change in the policy, professional/consultant shall obtain continuing insurance coverage for the prior acts or omissions of
professional/consultant during the course of performing services under the term of the agreement. The coverage
shall be evidenced either by a new policy evidencing no gap in coverage, or by obtaining separate extended “tail”
coverage with the present or new carrier.

15.3.3 Crime Coverage: A fidelity bond or Crime
Insurance Coverage with limits not less than $1,000,000 per occurrence. Such coverage shall protect against all loss of money, securities, or other valuable property entrusted by Client to PNP, and apply to all of Client’s officers, officials, agents, employees, and volunteers. Client and its agents shall be named as Additional Insured and Loss
Payee as its interests may appear. This insurance shall include third party fidelity coverage, included coverage for loss due to the theft, mysterious disappearance, and
computer fraud/theft, and shall not contain a requirement for an arrest and/or conviction

15.4. An On-Going and Completed Operations
Additional Insured Endorsement for the policy under section

15.3.1 shall designate Client, its officers, officials, employees, agents, and volunteers as additional insureds for liability arising out of work or operations performed by or on behalf of PNP. PNP shall provide Client proof of
insurance and endorsement forms that conform to Client’s requirements, as approved by the Client.

15.5 An Additional Insured Endorsement for the policy
under section 15.3.3 shall designate Client, its officers, officials, employees, agents, and volunteers as additional insureds under the crime coverage policy. PNP shall
provide to Client proof of insurance and additional insured endorsement forms that conform to Client’s requirements, as approved by Client.

15.6 For any claims related to this Agreement, PNP’s
insurance coverage shall be primary insurance as respects Client, its officers, officials, employees, agents, and volunteers. Any insurance or self-insurance maintained by Client, its officers, officials, employees, agents, and volunteers shall be excess of the Client’s insurance and shall not contribute with it.

15.7 If PNP maintains higher insurance limits than the
minimums shown above, PNP shall provide coverage for
the higher insurance limits otherwise maintained by PNP. \ \ \ \
(Agreement Signature Block on Next Page)
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The parties have duly executed this Agreement as of the date of the last signature below (the “Effective Date”).

Point and Pay, LLC
BY:
___________________________________________
____
NAME: __Kevin Connell________________________
TITLE: ___Chief Executive Officer_____________
DATE:
___________________________________________
_
City of Garden Grove

BY:
___________________________________________
__
NAME: Lisa L. Kim
Title: City Manager
DATE:
__________________________________________
ATTEST:

BY:
___________________________________________
____
City Clerk
DATE
___________________________________________
__
APPROVED AS TO FORM:

By:

City Attorney
DATE:
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PNP E-Payment Services Agreement v5.1 rev 05.13.24 8

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 on the Client Onboarding form. Applicable fees, if any, for Client’s elections are set forth on the Client Onboarding form. 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) devices. ● 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 Clientbranded, 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 Onboarding form under “Other Fees.” ● 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. 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 Onboarding form in section, “Other Fees.”

CUSTOMER PAYMENT METHODS
Each of the Service Modules can provide the Customer with the ability to pay by Credit Card, Debit Card and/or Electronic Check. Some of the hardware options for the Counter Module provide contactless and digital wallet (i.e., Apple Pay, Google Pay) capabilities.

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. 340
PNP E-Payment Services Agreement v5.1 rev 02.05.2025 9

EXHIBIT B

CLIENT ONBOARDING
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RFP NO. S-1342

CREDIT CARD MERCHANT SERVICES
NOVEMBER 18, 2024 | 9:00 AM PT

CITY OF GARDEN GROVE, CA

DIVISION OF PURCHASING
855.634.4299
110 State St. East
Oldsmar, FL 34677
[email protected]
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855.634.4299
[email protected]
110 State Street East
Oldsmar, FL 34677
Facebook.com/pointandpay
Linkedin.com/ point-and-pay
November 15, 2024
VIA Planet Bids
Sandra Segawa, CPM, CPPB, CPPO, NIGP-CPP
Purchasing Division
City of Garden Grove, CA
Dear Ms. Segawa:

Point & Pay appreciates the opportunity to respond to the City of Garden Grove’s RFP No. S-1342 to Provide Credit Card Merchant Services. As a leading nationwide provider of progressive payment solutions for governments, courts, utilities, and other agencies, we are confident our combination of best-in-class products, integration capabilities, and high quality service meet and/or exceed the City’s requirements. We provide key points from our proposal below.

DELIVERING AN EXCEPTIONAL CUSTOMER EXPERIENCE
Point & Pay’s BillPay solution drives new levels of customer engagement that offers a convenient way to make in-person and phone payments.

ENABLING EFFICIENT ADMINISTRATIVE OPERATIONS
Our payment solution will allow the City to streamline revenue collection, increase the receipt of payments, and lower costs to customers.

PROVIDING A SECURE, INTEGRATED, AND HOSTED SOLUTION
For nearly two decades, we have enabled a seamless data exchange between our solution and our clients’ systems. Additionally, all of Point & Pay’s payment solutions are PCI-DSS and SOC 1 Type II compliant and certified.

We are proud to share that our prominent presence extends to numerous government agencies throughout California – Santa Cruz, San Benito, Riverside, Stanislaus, Madera, Mendocino, and more.

Point & Pay also believes there is a great runway ahead for the effects that our BillPay product will have on the usage of electronic payments and the level of customer engagement experienced by the City of Garden Grove. We now welcome the opportunity to partner with the City to provide an innovative solution that increases efficiencies, enhances customer services.

Mark Ruis, Director of Sales - Western Region, is authorized to represent Point & Pay in this procurement and/or to discuss any contract negotiations. Mr. Ruis is available via mobile phone at 503.860.5015 and by email at [email protected]. Best regards,
Kevin Connell
Chief Executive Officer
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RFP No. S-1342 (REVISION A)

CITY OF GARDEN GROVE

PROPOSAL REQUIREMENTS

PROPOSAL LETTER/CERTIFICATE OF ACCEPTANCE
Company Name____________________________________________

SANDRA SEGAWA, PURCHASING DIVISION MANAGER

CITY OF GARDEN GROVE
11222 ACACIA PARKWAY
GARDEN GROVE, CALIFORNIA 92840
The undersigned hereby submits this proposal on behalf of the above-named Proposer (hereinafter request to Provide Credit Card Merchant
Services. The undersigned hereby declares that he/she has carefully read and examined the RFP documents including any plans and specifications, and that the Company hereby proposes to perform and complete the Work as required in the Contract.

The undersigned recognizes that this Contract is not exclusive and that the CITY expressly reserves the right to contract for performance of services such as those described herein through other Contractors.

On behalf of the Company, the undersigned agrees to provide services in accordance with the Scope of Work at the per-unit prices indicated in its Proposed Pricing Schedule if its Proposal is accepted within 120 days from the date specified in the RFP for receipt of proposals.

The undersigned has reviewed the enclosed contract terms and conditions and agrees to accept all If recommended for Contract award, the undersigned agrees to execute a contract which will be prepared by the CITY for execution, within 10 calendar days following Notification of Award. It is understood that the recommendation for contract award will not be placed on the agenda for consideration by the City Council until the CITY has received the executed contract. The undersigned acknowledges and agrees that no binding contract shall exist between the Company and the CITY until and unless the Contract is approved by the CITY's City Council and executed by an authorized representative of the CITY.
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The undersigned will also deliver to the CITY prior to the commencement of Scope of Work the necessary original Certificates of Insurance. If services are authorized to commence prior to the execution of the Contract pursuant to a Notice to Proceed issued by the CITY, pending the execution of the Contract, the services shall be subject to the terms and conditions of the Scope of Work and the Contract.

Incorporated herein and made a part of this Proposal are the Response Data and Proposal Forms required by the Proposal Requirements.

The undersigned acknowledges receipt, understanding and full consideration of the following Addenda to the RFP Documents:

Addenda No.____________________________________________________ Proposer represents that the following person is authorized to negotiate on its behalf with the CITY in connection with this RFP: _______________________________________________________________ (Name) (Title) (Phone)
The undersigned certifies that it has examined and is fully familiar with all of the provisions of the RFP Documents and is satisfied that they are accurate; that it has carefully checked all the words and figures and all statements made in the Proposal Requirements; that it has satisfied itself with respect to other matters pertaining to the proposal which in any way affect the Work or the cost thereof; and that he/she is legally authorized to bind the Company. The undersigned hereby agrees that the CITY will not be responsible for any errors or omissions in these RFP Documents.

Proposer's Business Address
and Telephone/Fax Numbers:

BY: __________________________ _________________________ (Signature) __________________________ _________________________ (Type or Print Name) __________________________ _________________________ (Title) ___________________________ (Email Address)
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Credit Card Merchant Services RFP No. S-1342 14

BIDDER/CONTRACTOR/CONSULTANT STATEMENT

REGARDING INSURANCE COVERAGE
(Submit with IFB/RFP Package)
This signed document must be included with your bid/proposal package in order for your bid/proposal to be considered complete!
BIDDER/CONTRACTOR/CONSULTANT HEREBY CERTIFIES that he/she has reviewed and understands the insurance coverage requirements specified in the attached Insurance Requirements Checklist.

Should we/I be awarded the contract, we/I certify that we/I can meet the specified requirements for insurance, including insurance coverage of the subcontractors, and agree to name the City/Successor Agency/Sanitary District and other additional insureds as per the agreement for the work specified and we/I will comply with the provisions of Section 3700 of the Labor Code, which require every employer to be insured against liability for -insurance in accordance with the provisions of
that code, before commencing the performance of the work specified.

Please Print (Person, Firm, or Corporation)
Signature of Authorized Representative
Please Print (Name & Title of Authorized Representative) Date Phone Number Email
Please note that the City of Garden Grove is now contracted with EBIX for insurance certificate management and review services. EBIX will collect the insurance requirements in the contract on behalf of the City. If you are awarded the contract, you will be contacted by EBIX regarding the insurance requirements listed in the sample contract. Please forward all insurance documents to EBIX directly per their instructions when contacted.

NOTE: All insurance certificates and endorsements must be received by or sent to EBIX within ten (10) City working days of the original request or the City reserves the right to proceed with the next lowest responsible bidder or the next highest scoring proposer in the process. Please do not send any insurance documents to the City but please use the following email address to send insurance documents to Ebix directly: [email protected].
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Credit Card Merchant Services RFP No. S-1342 15

STATEMENT OF COMPLIANCE
The undersigned Proposer declares that the Proposal submitted to provide Credit Card Merchant Services as described in, and in response to City of Garden Grove RFP No. S-1342 was prepared in strict compliance with the instructions, conditions and terms listed in the RFP, Scope of Services and Draft Agreement, with exceptions listed below, if applicable. At least one box for each item must be checked.

RFP Instructions and Terms & Conditions (Check One)
No Exceptions Taken Exceptions Taken
Scope of Services (Check One)
No Exceptions Taken Exceptions Taken
Draft Agreement/Insurance Requirements (Check One)
No Exceptions Taken Exceptions Taken
If any exceptions are taken, this Statement of Compliance shall include a narrative that identifies each item to which the Proposer is taking exception or is recommending change, including the suggested rewording of the contractual obligations or suggested change in RFP, and identifies the reasons for submitting the proposed exception or change. When available, please reference specific line item numbers as provided in the RFP. The City reserves the right to rule as nonresponsive and reject any Proposals that are not accompanied with the required documentation as described above. ______________________________ _________________________ Signature Date ______________________________ _________________________ Printed Name and Title Name of Proposer
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Credit Card Merchant Services RFP No. S-1342 16

NON-COLLUSION STATEMENT
REQUEST FOR PROPOSAL S-1342
It is understood and agreed that:

1. No proposal will be accepted unless authorized representatives of proposing organizations attend a pre-proposal conference at the stated time and location:

2. After the contract has been awarded, the designed Contractor shall attend a pre-job conference. The Contractor shall be informed of said time and location.

3. No verbal agreement or conversation with any officer, agent or employee of the City either before or after the execution of the agreement shall affect or modify any of the terms or obligations of this proposal.

4. The City will not be responsible for any errors or omissions on the part of the undersigned in making up his proposal, nor will proposers be released on account of errors.

5. The undersigned hereby certifies that this proposal is genuine and is not sham or collusive, or made in the interest or in behalf of any person not herein named, and that the undersigned has not directly or indirectly induced or solicited any other proposer to put in a sham proposal or any other person, firm or corporation to refrain from proposing, and that the undersigned has not in any manner sought, by collusion, to secure for himself an advantage over any other proposer.

6. The Undersigned is licensed in accordance with the Laws of the State of California.

BY: __________________________ _________________________ (Authorized Signature) (Telephone Number) _________________________ (Type or Print Name) __________________________
(Title) ___________________________
(Email Address) ___________________________
(Company Name)
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Credit Card Merchant Services RFP No. S-1342 17

DESIGNATION OF SUB-CONTRACTORS
REQUEST FOR PROPOSAL S-1342
If subcontractors are going to be utilized, the Proposer must submit a description of each firm or person and the work to be done by each subcontractor. This form must be completed and submitted with the proposal even if no subcontractors will be used.

Please write N/A across the form if no subcontractors will be used and include this form in your proposal submittal.

1. Name of Subcontractor:

Address: Phone No: