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Professional Services Agreement between CMB & PayByPhone US INC. 20214• 32B C:)-7 C2 - C(21-/23 DocuSign Envelope ID:13318CA0-0A78-4990-A928-A446B3589 I 5A i omtract na. 2.3-OSI-02 PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF MIAMI BEACH AND PAYBYPHONE US INC. FOR MOBILE PARKING PAYMENT SYSTEM, PURSUANT TO REQUEST FOR QUALIFICATIONS 2023-051-W 5 - 2024 This Professional Services Agreement ( PSA') and the PayByPhone US Inc.. Service Agreement (`Service Agreement ;, collectively, the 'Aoreemeni entereo into this Effective Date"), between the CITY OF MIAMI BEACH, FLORIDA, a municipal corporation organized and existing under the laws of the State of Florida: having its principal offices at 1700 Convention Center Drive. Miami Beach, Florida, 33139(the 'City.or"Client). and PayByPhone US Inc., a Delaware Corporation, whose address is 48 Wall Street. Suite 1100 New York, New York 10005("Vendor' or PayByPhone") SECTION 1 DEFINITIONS Additional Parking Locations. As defined in Section 121 of the Agreement Agreement This Professional Services Agreement between the City and Vendor including any exhibits and amendments thereto and the PayByPhone Service Agreement. collectively the'Agreement City Manager. The chief administrative officer of the City. City Managers Designee. The City staff member who is designated by the City Manager to aoministei this Agreement on behalf of the City The City Manager s designee shall he the Parking Department Director Vendor For the purposes of this Agreement Vendor shall be deemed to be an indeoenclen! contractor and not an agent or employee of the Cry IP Rights. Any and all registered and unregistered rights granted, apot ed for or otherwise now or hereafter !n existence under or related to any patent, copyright, trademark. trade secret, database protection, ar other intellectual property rights taws,and all similar Dr equivalent rights or forms of protection. in any Dart of hie world Ducumen!krr 15PN4 XTOMF-OWVPRMAWn2 DocuSign Envelope ID:13318CA0-0A78-4990-A928-A446B35B915A Contract no.23-051-02 Merchant of Record: Refers to the entity that is authorized to receive customer payments to its merchant account set up with its acquiring bank, including credit card and any digital wallet transactions for Services. SECTION 2 SCOPE OF SERVICES 2.1 In consideration of the Fee to be paid to Vendor by the City, Vendor shall provide the work and services described in Exhibit"A" hereto(the"Services"). Although the Vendor may be provided with a schedule of the available hours to provide its Services,the City shall not control nor have the right to control the hours of the Services performed by the Vendor; where the Services are performed (although the City will provide Vendor with the appropriate location to perform the Services); when the Services are performed, including how many days a week the Services are performed: how the Services are performed, or any other aspect of the actual manner and means of accomplishing the Services provided. Notwithstanding the foregoing. all Services provided by the Vendor shall be performed in accordance with the terms and conditions set forth in Exhibit"A"and to the reasonable satisfaction of the City Manager. If there are any questions regarding the Services to be performed: the Vendor should contact the following person: Monica Beltran, Director, Parking Department 1755 Meridian Avenue, 2' Floor Miami Beach, Florida 33139 (305) 673-7000 ext. 26863 MonicaBeltran(c�miamibeachfl.gov 2.2 Vendor's Services, and any deliverables incident thereto, shall be completed in accordance with the timeline and/or schedule in Exhibit C hereto. 2.3 Services Provided by PayByPhone. During the Term (as defined herein), PayByPhone shall perform the services for the City as described in Exhibit A hereof(as amended, modified or supplemented from time to time upon the mutual written agreement of the parties, the"Services"). PayByPhone shall render the Services faithfully and to the best of its ability and in compliance with all applicable laws, Federal, State, and local laws, codes, ordinances, resolutions, administrative policies and procedures and/or rules and regulations, (collectively, "Applicable Laws"), devoting such time as is reasonably necessary to provide the Services The precise times and manner of the performance of Services shall be as reasonably requested by the City, consistent with a schedule to be reasonably agreed upon from time to time by PayByPhone and the City. In connection with PayByPhone's performance of the Services, and in addition to PayByPhone's compliance with Applicable Laws, PayByPhone shall also be subject to, and agrees to abide by, such applicable policies, procedures: directions and restrictions as the City, in its sale and reasonable discretion. may establish from time to time and as communicated to PayByPhone. PayByPhone shall implement the Services within sixty (60) days of the Effective Date of this Agreement. The City acknowledges and agrees that PayByPhone is not liable or responsible for any delay in the implementation of the Services that is caused by any act or event outside the direct control of PayByPhone, including but not limited to. a third party delaying integration set up. Document Ref-15PN4-XTQMF-OWVPR-MAW82 DocuSign Envelope ID:13318CA0-0A7B-4990-A928-A446B35B915A Contract no.23-051-02 If the City requires additional work and/or services that are not included in this Agreement, PayByPhone and the City shall negotiate such additional work and/or services, mutually agree on the amount of additional compensation,and memorialize the terms in a written amendment to this Agreement. 2.4 Help and Support. PayByPhone agrees to use its reasonable efforts to assist the City with any technical support that the City may reasonably require in relation to using the Services. in furtherance of the foregoing, PayByPhone agrees to provide the City with preventative maintenance, corrective maintenance,adaptive maintenance for the Platform and will provide City administrative staff email and telephone support with respect to the Services between 7 am to 4 pm EST, Monday to Friday. Each of PayByPhone and the City shall promptly notify the other of any errors or interruptions that arise during the City's use of PayByPhone's software or the Services hereunder. 2.5 Errors and Corrections. In the event of any errors or interruptions in the Services. PayByPhone's sole and exclusive obligation shall be to use reasonable efforts to repair or restore that portion of the Services as promptly as possible. Repair may take the form, at the option of PayByPhone. as the case may be, of: (I) corrected software applicable to the Services; (ii) corrected materials in hard copy or electronic form describing the use and operation of the software applicable to the Services. including any manuals and programming tools; (iii) instructions or procedures to bypass the problem until a more permanent correction can be implemerted; or(iv)correction/clarification of the functional definition of the Services. 2.6 Publicity of Services. All brochures and promotional materials to be distributed by PayByPhone and the City in connection with the Services shall be in a form mutually agreed upon by the pa-lies. 2.7 Authority of Parties; Cooperation. Each party acknowledges and agrees that it has no authority to act on behalf of the other party other than as set forth in this Agreement or to enter into any contract or to incur any liability on behalf of the other party, except with prior written consent of an authorized officer of such party. Each party covenants that it shall not at any time represent, either orally or in writing, that it has any right, power. or authority with respect to the other party not expressly granted to the other party by such party. Each party shall reasonably cooperate with the other party to permit such party to perform its duties and obligations under this Agreement in a timely manner. 2.8 Technology Sublicense. PayByPhone hereby grants the City the nonexclusive, non- transferable, non-sub-licensable, revocable right and sublicense to use any applicable proprietary technology that PayByPhone licenses but does not own and relates to the Services (the "Technology")in connection with the Services The City shay not use the Technology for any use other than in connection with the Services. The City acknowledges and agrees that (a) PayByPhone shall be its exclusive source of the -Technology for the term, and (b) all Services obtained oy the City shall use the Technology as necessary. The City has no interest in or right to use the Technology or any improvements thereto or modifications thereof except as set forth herein. In ail instances, the City's use of the Technology shall inure to both party's benefit. During the Term or at any time thereafter, the City shall not commit, or cause any third party to commit, any act challenging, contesting. or impairing or attempting to impair PayByPhone's right, title and interest in and to the Technology or the validity thereof 4 Document Ret:15PN4-XTQMF-OWVPR-MAW82 DocuSign Envelope ID:13318CA0-0A7B-4990-A928-A446B35B915A Contract no.23-051-02 2.9 Proposal Documents. Notwithstanding the description of PayByPhone's services and without limitation, PayByPhone shell provide any and all work and services as set forth in, and in accordance to the requirements of, the Proposal Documents(which are attached hereto and are hereby deemed incorporated by reference as if fully set forth herein) SECTION 3 TERM The term of this Agreement("Term")shall commence on the date identified in the notice provided by the City Manager's Designee stating that all initial signage contemplated under Section 10.12 has been installed("Signage Installation Notice"). and shall have an initial term of Five(5)years, with two(2)additional two-year renewal options, to be exercised at the City Manager's sole option and discretion, by providing Vendor with written notice of same no less than thirty(30)days prior to the expiration of the initial term. Notwithstanding the Term provided herein, Vendor shall adhere to any specific timelines, schedules, dates, and/or performance milestones for completion and delivery of the Services, as same is/are set forth in the timeline and/or schedule referenced in Exhibit C hereto SECTION 4 FEE 4.1 City shall pay PayByPhone as set forth in Exhibit B and in accordance with Section 4.2. PayByPhone may propose an increase in the Transaction Fees outlined in Exhibit B not more often than once in a calendar year, to adjust for inflation and any increase in the cost of PayByPhone providing the services to City, All adjustments to the Transaction Fees shall be valid upon the prior written approval of the City Manager or City Manager's Designee. City parking rate structure is varied and includes flat and hourly rates hat differ for residents and visitors. However, other rates and/or geographic areas may be added in the future. The rates specified herein shall commence on the date specified in the Signage Installation Notice to Proceed. 4.2. Payment. The City will serve as the Merchant of Record for Parking Rates and any Convenience Fees. PayByPhone shall invoice the City the applicable fees as set forth in Exhibit B. The City will issue a check to pay the Vendor on a monthly basis Payment is due no later than forty-five (45) days after invoice. Invoices shall include a detailed description of the Services (or portions thereof)provided, and shall be submitted to the City at the following address Accounts Payable: Payab es mlarnibeachfl.Ggv 4.3 Taxes. PayByPhone's prices do not include sales, use, revenue or excise taxes, and accordingly, in addition to the price specified herein, the amount of any sales, use, excise or other similar tax applicable to the Services provided hereunder shall be paid by the City, including any taxes applicable on fees paid by the consumer, or, in lieu thereof, City shall provide PayByPhone with a tax exemption certificate issued by the appropriate taxing authority. 4.3. Billing Disputes The City shall not be entitled to suspend payment of any disputed invoices. Any disputes must be submitted to PayByPhone in writing and with an explanation of the reason for the dispute, within forty-five (45) days. In the event that any payment dispute is Document Ret:15PN4-XTOMF-OWVPR-MAW82 DocuSign Envelope ID:13318CA0-0A7B-4990-A928-A446B35B915A Contract no. 23-051-112 resolved in favor of the City, PayByPhone shall credit City on the immediately subsequent invoice issued to City. 4.4. Expenses. Except as otherwise provided herein, PayByPnone shall not charge the City any costs for one(1)integration of its system(s)with the City's enforcement software solution or for the management of the project and the Services. PayByPhone shall charge the City for ordinary, necessary and reasonable third party costs only on direct cost basis and only after the prior written approval of the City. SECTION 5 TERMINATION 5.1 TERMINATION FOR CAUSE BY THE CITY a. If either party shall fail to fulfill or otherwise violate any of the covenants, agreements. or stipulations in this Agreement; and such material breach remains uncorrected for thirty(30)days after receipt of notice by the other party, the other party shall thereupon have the right to terminate the Agreement by giving thirty (30) days written notice to the other party of such termination. If the breaching party fails to cure in that 30-day period or the breach is incapable of cure, then the Agreement shall so terminate. b. In that event, the City shall compensate PayByPhone in accordance with the Agreement for all Services performed by PayByPhone prior to termination, net of any costs incurred by the City as a consequence of the default c. Notwithstanding the above, neither party shall be relieved of liability to the other party for damages sustained by the City by virtue of any breach of the Agreement 5.2 TERMINATION FOR CONVENIENCE OF THE CITY THE CITY MAY ALSO, THROUGH ITS CITY MANAGER,AND FOR ITS CONVENIENCE AND WITHOUT CAUSE, TERMINATE THIS AGREEMENT AND THE SERVICES THEN REMAINING TO BE PERFORMED AT ANY TIME WITHOUT CAUSE BY GIVING WRITTEN NOTICE TO PAYBYPHONE OF SUCH TERMINATION. WHICH SHALL BECOME EFFECTIVE THIRTY (30) DAYS FOLLOWING RECEIPT BY PAYBYPHONE OF SUCH NOTICE. IF THE AGREEMENT IS TERMINATED BY THE CITY AS PROVIDED IN THIS SECTION, THE CITY SHALL COMPENSATE PAYBYPHONE IN ACCORDANCE WITH THE AGREEMENT FOR ALL SERVICES ACTUALLY PERFORMED BY PAYBYPHONE PRIOR TO TERMINATION. NO COMPENSATION SHALL BE DUE TO PAYBYPHONE FOR ANY PROFITS THAT PAYBYPHONE EXPECTED TO EARN ON THE BALANCE OF THE AGREEMENT. SUCH PAYMENTS SHALL BE THE TOTAL EXTENT OF THE CITY'S LIABILITY TO PAYBYPHONE UPON A TERMINATION AS PROVIDED FOR IN THIS SECTION. ADDITIONALLY, IN THE EVENT OF A PUBLIC HEALTH, WELFARE, OR SAFETY CONCERN, AS DETERMINED BY THE CITY MANAGER, IN THE CITY MANAGER'S SOLE DISCRETION THE CITY MANAGER, PURSUANT TO A VERBAL OR WRITTEN NOTIFICATION TO THE VENDOR, MAY SUSPEND THE SERVICES UNDER THIS AGREEMENT W11H TEN (10) DAYS PRIOR NOTICE 10 VENDOR FOR A TIME 6 Document Ref 15PN4-)TOMF-OWVPR-MAW62 DocuSign Envelope ID:13318CA0-0A7B-4990-A928-A446B35B915A • Contract no.23-051-02 CERTAIN, OR IN THE ALTERNATIVE, TERMINATE THIS AGREEMENT ON A GIVEN DATE. • 5.3 TERMINATION FOR CAUSE BY PAYBYPHONE PayByPhone may terminate its performance under this Agreement only if the City defaults and fails to cure the default within forty-five(45)days of receiving written notice of a notice of default delivered pursuant to Section. Default by the City occurs if the City fails to perform one or more of its material duties under this Agreement. If a default occurs and PayByPhone wishes to terminate the Agreement, then PayByPhone must deliver a written notice to the City describing the default and the proposed termination date. The date must be at least thirty (30)days after the City receives notice. PayByPhone, at its sole option, may extend the proposed termination date to a later date. if the City cures the default before the proposed termination date then the proposed termination is ineffective. If the City does not cure the default before the proposed termination date,then PayByPhone may terminate its performance under this Agreement on the termination date. 5.4 TERMINATION FOR INSOLVENCY Should PayByPhone (i) make a general assignment for the benefit of creditors; (ii) institute liquidation proceedings or proceedings to be adjudicated as voluntarily bankrupt; (iii)consent to the filing of a petition of bankruptcy against it; (iv) be adjudicated by a court of competent jurisdiction as being bankrupt or insolvent; (v) seek reorganization under any bankruptcy act; (vi)consent to the filing of a petition seeking such reorganization; or(vii)have a decree entered against it by a court of competent jurisdiction appointing a receiver, liquidator. trustee, or assignee in bankruptcy or in an insolvency covering all or substantially all of such party's property or providing for the liquidation or dissolution of such party's property or business affairs; then, in any such event, the City party, at its option and without prior notice, may terminate this Agreement effective immediately. In such event, the rights and obligations for the parties shall be the same as provided for in Section 5.5 5.5 EFFECT OF TERMINATION a. Upon termination or expiration of this Agreement, (i) the City shall pay to PayByPhone any portion of the Fees then accrued and properly payable under this Agreement; (ii) City shall promptly return to PayByPhone all materials in its possession with the performance of the Services hereunder; and (iii) City shall discontinue all use of the Technology and intellectual property of PayByPhone b Notwithstanding the exercise by any party of its rights under this Article 5, no termination of this Agreement shall relieve either party of its liability for the payment or performance of any obligation accrued prior to the Termination Date(including any indemnification obligation arising hereunder, whether or not notice of such indemnification claim has been given before such termination. or of any rights or obligations under any other provisions,which, by their meaning or content, are intended to survive the termination hereof). Document set:I5PN4-XTQMF-OWVPR-MAW82 DocuSign Envelope ID:13318CA0-0A78-4990-A928-A446835B915A Contract tio.23-0e1-92 SECTION 6 INDEMNIFICATION AND INSURANCE REQUIREMENTS 6.i INDEMNIFICATION Each party agrees to indemnify, defend and hold harmless (the "Indemnifying Party") the other party and its officers. employees, agents, and contractors (the "Indemnified Party"), from and against any and all actions (whether at law or in equity), claims, liabilities, losses, and expenses, including, but not limited to. attorneys' fees and costs, for personal. economic or bodily injury, wrongful death, loss of or damage to property, which may arise or be alleged to have arisen from the negligent acts, errors, omissions or other wrongful conduct of the indemnifying Party, its officers, employees, agents, contractors, or any other person or entity acting under Indemnifying Party control or supervision, in connection with, related to, or as a result of the Indemnifying Party performance under this Agreement. To that extent, the Indemnifying Party shall pay ail such claims and losses and shall pay all such costs and judgments which may be issued from any lawsuit arising from such claims and losses, and shall pay all costs and attorney's fees expended by the Indemnified Party in the defense of such claims and losses, including appeals. The Indemnifying Party expressly understands and agrees that any insurance protection required by this Agreement or otherwise provided by the Indemnifying Party shall in no way limit the indemnifying Party's responsibility to indemnify, keep. and save harmless and defend the Indemnified Party or its officers, employees, agents, and instrumentalities as herein provided. 6.2 INSURANCE REQUIREMENTS The Vendor shall maintain the below-required insurance in effect prior to awarding the agreement and for the duration of the agreement. The maintenance of proper insurance coverage is a material element of the agreement and failure to maintain or renew coverage may be treated as a material breach of the contract, which could result in withholding of payments or termination of the Agreement. A. Worker's Compensation Insurance for all employees of the vendor as required by Florida Statute 440, and Employer Liability Insurance for bodily injury or disease. Should the Vendor be exempt from this Statute; the Vendor and each employee snail hold the City harmless from any injury incurred during the performance of the Contract. The exempt Vendor shall also submit(i)a written statement detailing the number of employees and that they are not required to carry Workers' Compensation insurance and do not anticipate hiring any additional employees during the term of this contract or(ii)a copy of a Certificate of Exemption. B. Commercial General Liability Insurance on an occurrence bass. including products and completed operations, property damage, bodily injury, and personal & advertising injury with limits no less than $1,000,000 per occurrence, and $2,000,000 general aggregate. C. Automobile Liability Insurance covering any automobile, if the vendor has no owned automobiles. then coverage for hired and non-owned automobiles, with a limit no less than $1,000,000 combined per accident for bodily injury and property damage. D. Umbrella Liability Insurance in an amount no less than $5,000.000 per occurrence The umbrella coverage must be as broad as the primary General Liability coverage. Document Ref'15PN4-XTQMF-OWVPR-MAW82 DocuSign Envelope ID:13318CA0-0A7B-4990-A928-A446B358915A Contract nu.23-051-02 Additional Insured - City of Miami Beach must be included by endorsement as an additional insured with respect to all commercial general liability policies arising out of work or operations performed on behalf of the Vendor including materials, parts, or equipment furnished in connection with such work or operations and automobiles owned. leased. hired or borrowed in the form of an endorsement to the Vendors insurance Notice of Cancellation- Each insurance policy required above shall provide that coverage shall not be cancelled, except with notice to the City of Miami Beach do EXIGIS Insurance Compliance Services. Waiver of Subrogation - Vendor agrees to obtain any endorsement that may be necessary to affect the waiver of subrogation on the coverages required. However, this provision applies regardless of whether the City has received a waiver of subrogation endorsement from the insurer. Acceptability of Insurers - Insurance must be placed with insurers with a current A.M. Best rating of A:VII or higher. If not rated, exceptions may be made for members of the Florida Insurance Funds (i.e. FWCIGA, FAJUA) Carriers may also be considered if they are licensed and authorized to do insurance business in the State of Florida. Verification of Coverage-Vendor shall furnish the City with original certificates and amendatory endorsements, or copies of the applicable insurance language, effecting coverage required by this contract. All certificates and endorsements are to be received and approved by the City before work commences. However, failure to obtain the required documents prior to the work beginninc shall not waive the Vendor's obligation to provide them. The City reserves the right to require complete, certified copies of all required insurance policies, including endorsements. required by these specifications, at any time. CERTIFICATE HOLDER ON ALL COI MUST READ: CITY OF MIAMI BEACH c/o EXIGIS Insurance Compliance Services P.O. Box 947 Murrieta, CA 92564 Kindly submit all certificates of insurance,endorsements,exemption letters to our servicing agent, EXIGIS, at: Certificaces-rniamibeachi<:riskworks.con Special Risks or Circumstances - The City of Miami Beach reserves the right to modify these requirements, including limits, based on the nature of the risk prior experience. insurer.coverage. or other special circumstances. Compliance with the foregoing requirements shall not relieve the vendor of his liability and obligation under this section or under any other section of this agreement. 9 Document Ret:15PN4-XTOMF-OWVPR-MAW82 DocuSign Envelope ID:13318CA0-0A7B-4990-A928-A446B356915A Contract no.23-051-02 SECTION 7 LITIGATION JURISDICTIONNENUE/JURY TRIAL WAIVER This Agreement shall be construed in accordance with the laws of the State of Florida. This Agreement shall be enforceable in Miami-Dade County, Florida, and if legal action is necessary by either party with respect to the enforcement of any or all of the terms or conditions herein, exclusive venue for the enforcement of same shall lie in Miami-Dade County. Florida. By entering into this Agreement, Vendor and the City expressly waive any rights either party may have to a trial by jury of any civil litigation related to or arising out of this Agreement SECTION 8 LIMITATION OF CITY'S LIABILITY The City desires to enter into this Agreement only if in so doing the City can place a limit on the City's liability for any cause of action, for money damages due to an alleged breach by the City of this Agreement, so that its liability for any such breach never exceeds one times the total amounts paid to PayByPhone under this agreement in the 12 month period preceding the event giving rise to the claim. Vendor hereby expresses its willingness to enter into this Agreement with Vendor's recovery from the City for any damage action for breach of contract to be limited to a maximum amount of one times the total amounts paid to PayByPhone under this agreement in the 12 month period preceding the event giving rise to the claim. Accordingly, and notwithstanding any other term or condition of this Agreement, Vendor hereby agrees that the City shall not be liable to the Vendor for damages in an amount in excess of one times the total amounts paid to PayByPhone under this agreement in the 12 month period preceding the event giving rise to the claim for any action or claim for breach of contract arising out of the performance or non-performance of any obligations imposed upon the City by this Agreement. Nothing contained in this section or elsewhere in this Agreement is in any way intended to be a waiver of the limitation placed upon the City's liability, as set forth in Section 768.28, Florida Statutes. In no event shall any party be liable for consequential. special, indirect or incidental damages, including but not limited to any damages resulting from loss of use or profits arising out of or in connection with this agreement, whether in an action based on contract, tort (including negligence)or any other legal theory, even if the party has been advised of the possibility of such damages. SECTION 9 DUTY OF CARE/COMPLIANCE WITH APPLICABLE LAWS/PATENT RIGHTS; COPYRIGHT; AND CONFIDENTIAL FINDINGS 9.1 DUTY OF CARE With respect to the performance of the Services contemplated herein, Vendor shall exercise that degree of skill, care, efficiency and diligence normally exercised by reasonable persons and/or recognized professionals with respect to the performance of comparable work and/or services 1(1 Document Ref:15PN4-XTOMF•OWVPR MAW82 DocuSign Envelope ID:13318CA0-0A7B-4990-A928-A446B35B915A Contract no. 23-051-02 9.2 COMPLIANCE WITH APPLICABLE LAWS In its performance of the Services, Vendor shall comply with all applicable laws, ordinances, and regulations of the City. Miami-Dade County, the State of Florida, and the federal government, as applicable. 9.3 PATENT RIGHTS; COPYRIGHT; CONFIDENTIAL FINDINGS a. PayByPhone agrees to defend and indemnify City for all losses, costs and damages resulting from a claim and/or determination that the Services as supplied to the City infringe any United States patent rights, copyrights or trademarks provided that: City promptly notifies PayByPhone in writing upon City becoming aware of the existence of any such suit, action,proceeding or threat; allows PayByPhone sole control of the defense and/or settlement thereof; provides such reasonable cooperation as PayByPhone may require; and makes no admissions or other statements which may be prejudicial to PayByPhone. In no event shall City consent to any judgment or decree or do any other act in compromise of any such claim without PayByPhone's express prior written consent. In no event will PayByPhone be liable for the payment of any amount agreed to in settlement without its express consent. b. In the event that the City is enjoined from its use of the Services due to a proceeding based upon the infringement of patent, copyright or trademark in the United States, PayByPhone shall, at its option. either: i promptly render the product non-infringing and capable of providing services as intended; or ii procure for City and its customers the right to continue using its product; or iii. replace the product with non-infringing goods; or iv remove the product and refund any expense of the City. c PayByPhone shall have no liability in respect of any claim based upon: ±. use, operation or combination of its product with software, hardware, data, or equipment not supplied by PayByPhore if such infringement would have been avoided but for such use, operation or combination; or ii. use of products other than in accordance with PayByPhone's specifications if such infringement would have been avoided but for use of the Products not in accordance with PayByPhone specifications. or HI. its products that have been modified by any party other than PayByPhone if such infringement would have been avoided but for such modification. d. Neither party will disclose the other party's or its affiliates' confidential or proprietary information, including Transaction Data and User Profile Data ("Confidential Information`) (including the terms of this Agreement and any information provided by the other party that is confidentially maintained or proprietary or which derives value from not being generally known to persons who can obtain economic value from its disclosure or use or that a reasonable person would consider confidential, given the context)except: i. with the other party's consent; 11 Document Ref 15PN4-XTQMF-OWVPR-MAW82 DocuSign Envelope ID:13318CA0-OA7B-4990-A928-A446635B915A Contract no.13-051-02 ii to employees, agents and contractors who have a need to know in the discharge of their duties and who are subject to a contractual obligation to keep such information confidential that is at least as restrictive as this Agreement; or iii when required to do so by law or by any binding rule. order or request. For purposes of this Section 9.3,the parties agree that confidential or proprietary information does not include any information that is already known to the receiving party at the time of disclosure hereunder (other than from the other party or its affiliates)as demonstrated by its written records: ii. now or hereafter becomes publicly known other than through acts or omissions of the receiving party, or anyone to whom the receiving party disclosed such information; iii. disclosed to the receiving party, by a third party, under no obligation of confidentiality to the disclosing party or any other party; or iv. independently developed by the receiving party without reliance on the confidential information of the disclosing party as shown by its written records. Each party shall exercise reasonable commercial care in protecting the confidentiality of the other party's confidential information disclosed to it. The parties agree that an actual or threatened breach of this provision would result in irreparable harm to the party whose confidential information would be disclosed in breach, and shall entitle that party to temporary or permanent injunctive relief without proof of actual damages SECTION 10 GENERAL PROVISIONS 10.1 AUDIT AND INSPECTIONS Upon reasonable verbal or written notice to Vendor, and at any time during normal business hours(i.e. 9AM—5PM. Monday through Fridays, excluding nationally recognized holidays) and as often as the City Manager may, in his/her reasonable discretion and judgment, deem necessary. there shall be made available to the City Manager, and/or such representatives as the City Manager may deem to act on the City's behalf, to audit, examine, and/or inspect, any and all other documents and/or records relating to aft matters covered by this Agreement. Vendor shall maintain any and all such records at its place of business at the address set forth in the "Notices' section of this Agreement. 10.2 INSPECTOR GENERAL AUDIT RIGHTS (A) Pursuant to Section 2-256 of the Code of the City of Miami Beach, the City has established the Office of the Inspector General which may.on a random basis,perform reviews,audits, inspections and investigations on all City contracts, throughout the duration of said contracts This random audit is separate and distinct from any other audit performed by or on behalf of the City. 12 Document Ref'15PN4-XTOMF-OWVPR-MAW82 DocuSign Envelope ID:13318CA0-0A7B-4990-A928-A446B35B915A Contract no.23451-02 (B) The Office of the Inspector General is authorized to investigate City affairs and empowered to review past, present and proposed City programs. accounts, records, contracts and transactions. in addition, the Inspector General has the power to subpoena witnesses,administer oaths,require the production of witnesses and monitor City projects and programs. Monitoring of an existing City project or program may include a report concerning whether the project is on time, within budget and in conformance with the contract documents and applicable law The Inspector General shall have the power to audit,investigate,monitor,oversee.. inspect and review operations,activities,performance and procurement process `ncluding but not limited to project design. bid specifications, (bid/proposal) submittals, activities of the Vendor, is officers, agents and employees, lobbyists, City staff and elected officials to ensure compliance with the contract documents and to detect fraud and corruption Pursuant to Section 2-378 of the City Code, the City is allocating a percentage of its overall annual contract expenditures to fund the activities and operations of the Office of Inspector General. (C) Upon ten (10) days written notice to the Vendor, the Vendor shall make all requested records and documents available to the Inspector General for inspection and copying.The Inspector General is empowered to retain the services of independent private sector auditors to audit, investigate, monitor, oversee, inspect and review operations activities. performance and procurement process including but not limited to project design, bid specifications, (bid/proposal) submittals, activities of the Vendor its officers, agents and employees, lobbyists, City staff and elected officials to ensure compliance with the contract documents and to detect fraud and corruption. (D) The Inspector General shall have the right to inspect and copy all documents and records in the Vendor's possession►, custody or control which in the Inspector General's sole judgment, pertain to performance of the contract, including, but not limited to original estimate files, change order estimate files, worksheets, proposals and agreements from and with successful subcontractors and suppliers, all project-related correspondence, memoranda, instructions, financial documents, construction documents, (bidlproposal) and contract documents, back-change documents, all documents and records which involve cash, trade or volume discounts, insurance proceeds, rebates, or dividends received, payroll and personnel records and supporting documentation for the aforesaid documents and records. (E) The Vendor shall make ava table at its office at all reasonable times the records materials, and other evidence regarding the acquisition (bid preparation) and performance of this Agreement. for examination,audit,or reproduction,until three(3)years after final payment under this Agreement or for any longer period required by statute or by other clauses of this Agreement. in addition: It this Agreement is completely or partially terminated, the Vendor shall make available records relating to the work terminated until three (3) years after any resulting final termination settlement: and 13 Document Ref ISPN4-XTOMF-OWVPR-MAW82 DocuSign Envelope ID:13318CA0-0A78-4990-A928-A446B358915A Contract no.23-051-02 ii The Vendor shall make available records relating to appeals or to litigation or the settlement of claims arising under or relating to this Agreement until such appeals. litigation, or claims are finally resolved. (F) The provisions in this section shall apply to the Vendor, its officers, agents, employees, subcontractors and suppliers. The Vendor shall incorporate the provisions in this section in all subcontracts and all other agreements executed by the Vendor in connection with the performance of this Agreement. (G) Nothing in this section shall impair any independent right to the City to conduct audits or investigative activities. The provisions of this section are neither intended nor shall they be construed to impose any liability on the City by the Vendor or third parties. 10.3 ASSIGNMENT,TRANSFER OR SUBCONSULTING With the exception of an assignment to PayByPhone's parent company, Vendor shall not subcontract, assign, or transfer all or any portion of any work and/or service under this Agreement without the prior written consent of the City Manager, which consent, if given at all, shall be in the Manager's sole judgment and discretion. Neither this Agreement. nor any term or provision hereof, or right hereunder, shall be assignable unless as approved pursuant to this section, and any attempt to make such assignment(unless approved)shall be void. 10.4 PUBLIC ENTITY CRIMES Prior to commencement of the Services, the Vendor shall file a State of Florida Form PUR 7068, Sworn Statement under Section 287.133(3)(a) Florida Statute on Public Entity Crimes with the City's Procurement Division. 10.5 NO DISCRIMINATION In connection with the performance of the Services, the Vendor shall not exclude from participation in, deny the benefits of,or subject to discrimination anyone on the grounds of race, color, national origin, sex,age, disability. religion, income or family status. Additionally, Vendor shall comply fully with the City of Miami Beach Human Rights Ordinance, codified in Chapter 62 of the City Code, as may be amended from time to time, prohibiting discrimination in employment, housing, public accommodations,and public services on account of actual or perceived race, color, national origin, religion, sex, intersexuality, gender identity, sexual orientation, marital and familial status, age, disability, ancestry, height, weight, domestic partner status, labor organization membership, familial situation, or political affiliation. 10.6 CONFLICT OF INTEREST Vendor herein agrees to adhere to and be governed by all applicable Miami-Dade County Conflict of Interest Ordinances and Ethics provisions, as set forth in the Miami-Dade County Code,as may be amended from time to time; and by the City of Miami Beach Charter and Code, as may be amended from time to time; both of which are incorporated by reference as if fully set forth herein Document Ref:15PN4-XTOMF-OWVPR-MAW82 DocuSign Envelope ID:13318CA0-0A7B-4990-A928-A4461335B915A Contract no.23-05Id12 Vendor covenants that it presently has no interest and shall not acquire any interest, directly or indirectly which could conflict in any manner or degree with the performance of the Services Vendor further covenants that in the performance of this Agreement. Vendor shall not employ any person having any such interest No member of or delegate to the Congress of the United States shall be admitted to any share or part of this Agreement or to any benefits arising therefrom. 10.7 VENDOR'S COMPLIANCE WITH FLORIDA PUBLIC RECORDS LAW (A) Vendor shall comply with Florida Public Records law under Chapter 119, Florida Statutes, as may be amended from time to time. (B) The term "public records" shall have the meaning set forth in Section 119 011(12), which means all documents, papers. letters, maps, books, tapes, photographs, films, sound recordings, data processing software, or other material, regardless of the physical form, characteristics, or means o-transmission, made or received pursuant to law or ordinance or in connection with the transaction of official business of the City (C) Pursuant to Section 119.0701 of the Florida Statutes, if the Vendor meets the definition of "Contractor"as defined in Section 119.0701(1)(a), the Vendor shall: (1) Keep and maintain public records required by the City to perform the service; (2) Upon request from the City's custodian of public records, provide the City with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in Chapter 119. Florida Statutes or as otherwise provided by law, (3) Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed. except as authorized by law, for the duration of the contract term and following completion of the Agreement if the Vendor does not transfer the records to the City; (4) Upon completion of the Agreement, transfer, at no cost to the City, all public records in possession of the Vendor or keep and maintain public records required by the City to perform the service. If the Vendor transfers all public records to the City upon completion of the Agreement, the Vendor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. li the Vendor keeps and maintains public records upon completion of the Agreement, the Vendor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the City, upon request from the City's custodian of public records, in a format that is compatible with the information technology systems of the City (D) REQUEST FOR RECORDS; NONCOMPLIANCE. (1) A request to inspect or copy public records relating to the City's contract for services must be made directly to the City. If the City does not possess the requested records, the City shall immediately notify the Vendor of the request,and the Vendor must provide the records to the City or allow the records to be inspected or copied within a reasonable time. (2) Vendor's failure to comply with the City's request for records shall constitute a breach of this Agreement, and the City, at its sole discretion, may. (1)unilaterally terminate the Agreement. (2) avail itself of the remedies set forth under the Agreement; and/or (3) avail itself of any available remedies at law or in equity. 15 Document Ref:15PN4-XTOMF-OWVPR-MAW82 DocuSign Envelope ID:13318CA0-OA7B-4990-A928-A446635B915A Contract no.23-051-02 (3) A Vendor who fails to provide the public records to the City within a reasonable time may be subject to penalties under s 119.tO. (E) CIVIL ACTION. (1) If a civil action is filed against a Vendor to compel production of public records relating to the City's contract for services, the court shall assess and award against the Vendor the reasonable costs of enforcement, including reasonable attorneys' fees, if: a The court determines that the Vendor unlawfully refused to comply with the public records request within a reasonable time, and b. At least 8 business days before filing the action, the plaintiff provided written notice of the public records request. including a statement that the Vendor has not complied with the request, to the City and to the Vendor. (2) A notice complies with subparagraph (1)(b) if it is sent to the City's custodian of public records and to the Vendor at the Vendor's address listed on its contract with the City or to the Vendor's registered agent. Such notices must be sent by common carrier delivery service or by registered, Global Express Guaranteed, or certified mail, with postage or shipping paid by the sender and with evidence of delivery, which may be in an electronic format. (3) A Vendor who complies with a public records request within 8 business days after the notice is sent is not liable for the reasonable costs of enforcement. (F) IF THE VENDOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE VENDOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT: CITY OF MIAMI BEACH ATTENTION: RAFAEL. E. GRANADO, CITY CLERK 1700 CONVENTION CENTER DRIVE MIAMI BEACH, FLORIDA 33139 E-MAIL: RAFAELGRANADO@MIAMIBEACHFL.GOV PHONE: 305-673-7411 10.8 FORCE MAJEURE (A) A Force Majeure" event is an event that (i) in fact causes a delay in the performance of the Vendor or the City's obligations under the Agreement, and (ii) is beyond the • reasonable control of such party unable to perform the obligation, and (iii)is not due to an intentional act, error, omission, or negligence of such party, and (iv) could not have reasonably been foreseen and prepared for by such party at any time prior to the occurrence of the event. Subject to the foregoing criteria, Force Majeure may include events such as war, civil insurrection, riot, fires. epidemics, pandemics, terrorism, sabotage, explosions, embargo restrictions, quarantine restrictions, transportation accidents. strikes, strong hurricanes or tornadoes: earthquakes, or other acts of God which prevent performance, Force Majeure shall not include technological impossibility, 16 Document Re(:15PN4-XTOMF-OWVPR-MAW82 DocuSign Envelope ID:13318CA0-0A7B-4990-A928-A446B35B915A Contract no.23-051•02 inclement weather, or failure to secure any of the required permits pursuant to the Agreement. (A) If the City or Vendors performance of its contractual obligations is prevented or delayed by an event believed by to be Force Majeure, such party shall immediately, upon learning of the occurrence of the event or of the commencement of any such delay, but in any case within fifteen (15) business days thereof, provide notice: (i) of the occurrence of event of Force Majeure. (ii)of the nature of the event and the cause thereof, (iii)of the anticipated impact on the Agreement, (iv)of the anticipated period of the delay,and(v)of what course of action such party plans to take in order to mitigate the detrimental effects of the event. The timely delivery of the notice of the occurrence of a Force Majeure event is a condition precedent to allowance of any relief pursuant to this section: however, receipt of such notice shall not constitute acceptance that the event claimed to be a Force Majeure event is in fact Force Majeure, and the burden of proof of the occurrence of a Force Majeure event shall be on the requesting party. (C) No party hereto shall be liable for its failure to carry out its obligations under the Agreement during a period when such party is rendered unable, in whole or in part, by Force Majeure to carry out such obligations. The suspension of any of the obligations under this Agreement due to a Force Majeure event shall be of no greater scope and no longer duration than is required The party shall use its reasonable best efforts to continue to perform its obligations hereunder to the extent such obligations are not affected or are only partially affected by the Force Majeure event, and to correct or cure the event or condition excusing performance and otherwise to remedy its inability to perform to the extent its inability to perform is the direct result of the Force Majeure event with all reasonable dispatch. (D) Ooligations pursuant to the Agreement that arose before the occurrence of a Force Majeure event, causing the suspension of performance, shall not be excused as a result of such occurrence unless such occurrence makes such performance not reasonably possible. The obligation to pay money in a timely manner for obligations and liabilities which matured prior to the occurrence of a Force Majeure event shall not be subject to the Force Majeure provisions. (E) Notwithstanding any other provision to the contrary herein, in the event of a Force Majeure occurrence, the City may, at the sole discretion of the City Manager, suspend the City's payment obligations under the Agreement,and may take such action without regard to the notice requirements herein. Additionally, in the event that an event of Force Majeure delays a party's performance under the Agreement for a time period greater than thirty (30) days, the City may. at the sole discretion of the City Manager, terminate. the Agreement on a given date, by giving written notice to Vendor of such termination. If the Agreement is terminated pursuant to this section, Vendor shall be paid for any Services satisfactorily performed up to the date of termination: following which the City shall be discharged from any and all liabilities duties, and terms arising out of, or by virtue of, this Agreement. In no event will any condition of Force Majeure extend this Agreement beyond its stated term. 10.9 E-VERIFY L ) Vendor shall comply with Section 448 095, Florida Statutes.. "Employment Eligibility" (E- 1 Document Ret 15PN4-XTQMF-OWVPR-MAW82 DocuSign Envelope ID:13318CA0-0A7B-4990-A928-A446B356915A Contract no.23-051-02 Verify Statute"), as may be amended from time to time. Pursuant to the E-Verify Statute, commencing on January 1, 2021, Vendor shall register with and use the E-Verify system to verify the work authorization status of all newly hired employees during the Term of the Agreement, provide an affidavit stating that the Vendor does not employ, contract with. or subcontract with an unauthorized alien, or, upon the City's written request, otherwise demonstrate Vendor's compliance with Section 448.095 as described therein Additionally, Vendor shall expressly require any subcontractor performing work or providing services pursuant to the Agreement to utilize the U.S. Department of Homeland Security's E-Verify system to verify the employment eligibility of all new employees hired by the subcontractor during the contract Term, as applicable. If Vendor enters into a contract with an approved subcontractor, the subcontractor must provide the Vendor with an affidavit stating that the subcontractor does not employ, contract with, or subcontract with an unauthorized alien. Vendor shall maintain a copy of such affidavit for the duration of the Agreement or such other extended period as may be required under this Agreement. (B) TERMINATION RIGHTS. (1) If the City has a good faith belief that Vendor has knowingly violated Section 448.09(1). Florida Statutes, the City shall terminate this Agreement with Vendor for cause, and the City shall thereafter have or owe no further obligation or liability to Vendor. (2) If the City has a good faith belief that a subcontractor has knowingly violated the foregoing Subsection 10.9(A), but the Vendor otherwise complied with such subsection, the City will promptly notify the Vendor and order the Vendor to immediately terminate the Agreement with the subcontractor. Vendor's failure to terminate a subcontractor shall be an event of default under this Agreement, entitling City to terminate the Vendor's contract for cause. (3) A contract terminated under the foregoing Subsection (B)(1) or (B)(2) is not in breach of contract and may not be considered as such. (4) The City or Vendor or a subcontractor may file an action with the Circuit or County Court to challenge a termination under the foregoing Subsection (B)(1)or (B)(2) no later than 20 calendar days after the date on which the contract was terminated (5) If the City terminates the Agreement with Vendor under the foregoing Subsection (B)(1), Vendor may not be awarded a public contract for at least 1 year after the date of termination of this Agreement. (6) Vendor is liable for any additional costs incurred by the City as a result of the termination of this Agreement under this Section 10 9 10 10 TRADEMARKS; PROMOTION MATERIALS PayByPhone hereby grants the City a non-transferable. non-sublicensable. non-exclusive license to use its name and trademarks. without modification unless approved by PayByPhone, solely in connection with the City's marketing and use of the Services in the City facilities 10.11 STATUS MEETINGS On periodic basis. but not less than quarterly, an appropriate representative of each party shall conduct a joint meeting to discuss the status of the Services, as well as to answer questions, gather information and resolve disputes that may occur from time to time It is the expectation of the parties that the representatives of the parties shall communicate directly with one another and 18 Document Ref I5PN4-XTOMF-OWVPR-MAW82 DocuSign Envelope ID:13318CA0-OA7B-4990-A928-A446B35B915A Contract no.23-051-02 work directly with one another to ensure that all Services provided hereunder are completed on a timely and complete basis. All meetings pursuant to this Section 10.11 may be face to face, video or telephonic meetings as may be agreed upon by the parties. Each party shall bear its own costs of attending or participating in such meetings. 10.12 SIGNAGE PayByPhone shall, at no cost to the City, coordinate with the City's other mobile parking payment provider, ParkMobile, to design, procure, and deliver all signage for the Parking Locations, including any signage necessary to replace outdated signage placed at a Parking Location under a previous agreement.All signage shall include information for both ParkMobile and PayByPhone equally. ParkMobile and PayByPhone shall coordinate the production of the Signage and shall secure the prior written approval of the City. Upon receiving approval from the City, PayByPhone and ParkMobile shall produce and deliver all signage to the City. The City shall be responsible for the costs of all subsequent Signage for go-live or additional phase areas. The City is responsible for the installation of ail signs and decals. The number of signs included for a Parking Location shall be mutually agreed upon by the City. PayByPhone, and ParkMobile for each Parking Location. SECTION 11 NOTICES Until charged by notice, in writing, all such notices and communications shall be addressed as follows: TO VENDOR: PayByPhone US Inc. do PayByPhone Technologies Inc. 600-1290 Homer Street Vancouver, BC V68 2Y5 Canada Attn• legal With a copy to: legal@paybyphone.com TO CITY: City of Miami Beach, Parking Department Ct0 Parking Director 1755 Meridian Avenue, 2n'i Floor Miami Beach, Florida 33139 MonicaBeltranArniarnibeaall_it iv All notices mailed electronically to either party shall be deemed to be sufficiently transmitted 19 Document Ref:15PN4-XTQMF-OWVPR-MAW82 DocuSign Envelope ID:13318CA0-0A7B-4990-A928-A446B35B915A Contract in..23-051-02 SECTION 12 MISCELLANEOUS PROVISIONS 12.1 CHANGES AND ADDITIONS This Agreement cannot be modified or amended without the express written consent of the parties. No modification, amendment, or alteration of the terms or conditions contained herein shall be effective unless contained in a written document executed with the same formality and of equal dignity herewith. In the event Client wishes to add new Parking Locations in addition to the Initial Parking Locations (the "Additional Parking Locations.) or to add parking spaces to an existing Parking Location, the amendment will be effective against both parties if it is in the form of email between implementation personnel of the parties and, effective the date of such email. the Exhibit B will be read to include these Additional Parking Locations or parking spaces. 12.2 SEVERABILITY If any term or provision of this Agreement is held invalid or .,nenforceable. the remainder of this Agreement shall not be affected and every other term and provision of this Agreement shall be valid and be enforced to the fullest extent permitted by law. 12.3 WAIVER OF BREACH A party's failure to enforce any provision of this Agreement shall not be ceerned a waiver of such provision or modification of this Agreement. A party's waiver of any breach of a provision of this Agreement shalt not be deemed a waiver of any subsequent breach and shall not he construed to be a modification of the terms of this Agreement. 12.4 JOINT PREPARATION The parties hereto acknowledge that they have sought and received whatever competent advice and counsel as was necessary for them to form a full and complete understanding of all rights and obligations herein and that the preparation of this Agreement has been a joint effort of the parties,the language has been agreed to by parties to express their mutual intent and the resulting document shall not,solely as a matter of judicial construction. be construed more severely against one of the parties than the other. 12.5 REPRESENTATIONS and WARRANTIES Each of PayByPhone and City hereby represents, warrants, and covenants to the other party hereto as follows: (a) It is duly organized and validly existing under the laws of the state of its incorporation and has full power and authority to carry on its business as it is now being conducted and to own and operate its properties and assets: (b) The execution, delivery and performance of this Agreement by such party has been duly authorized by all requisite corporate or limited liability company action, as applicable; (c) It has the power and authority to execute and deliver this Agreement and to perform its obligations hereunder. and 20 Document Ret 15PN4-XTOMF-OWVPR-MAW82 DocuSign Envelope ID:13318CA0-0A78-4990-A928-A446B35B915A Contract no.23-O51-02 (d) The execution, delivery and performance by it of this Agreement and its compliance with the terms and provisions hereof do not and will not conflict with or result in a breach of any of the terms or provisions of or constitute a default under the provisions of its charter documents or bylaws,or any order. writ, injunction or decree of any court or governmental authority entered against it or by which any of its property is bound. 12.6 DISCLAIMER OF WARRANTIES THE SERVICES ARE PROVIDED "AS IS" AND WITH ALL FAULTS RELATED TO ANY THIRD PARTY HARDWARE OR EQUIPMENT AS MAY BE REQUIRED FOR USE OF THE PAYBYPHONE SERVICE. PAYBYPHONE DOES NOT MAKE ANY REPRESENTATIONS, WARRANTIES OR GUARANTEES. EXPRESS OR IMPLIED. DIRECTLY OR INDIRECTLY, INCLUDNG WITHOUT LIMITATION, ANY WARRANTY OF CONDITION, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF USE WITH RESPECT TO, ARISING OUT OF OR IN CONNECTION WITH ANY THIRD PARTY HARDWARE USED IN CONNECTION WITH THE SERVICES TO BE PERFORMED HEREUNDER BY SUCH PARTY OR THE RESULTS OBTAINED THEREBY. 12.7 ENTIRETY OF AGREEMENT The City and Vendor agree that this is the entire agreement between the parties. This Agreement supersedes all prior negotiations,correspondence, conversations,agreements or understandings applicable to the matters contained herein, and there are no commitments, agreements or understandings concerning the subject matter of this Agreement that are not contained in this document. Title and paragraph headings are for convenient reference and are not intended to confer any rights or obligations upon the parties to this Agreement (REMAINDER OF THIS PAGE LEFT INTENTIONALLY BLANK) Dowment Ref:15PN4-XTQMF-OWVPR-MAW82 DormSign Envelope ID:13318CA0-0A7B-4990-A928-A446B35B915A Contract no.23-051-02 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their appropriate officials, as of the date first entered above FOR CITY: CITY OF MIAMI BEACH, FLORIDA ATTEST' By 1).1 --- --- ----- ------ Rafael E. Granada, City Clerk na T. Hudak, City anager MAR 5 - 204 Date: 1 ?y APoROVED AS TO • FORM & LANGUAGE FOR VENDOR. 'tNCCAp pu,TED : &FOR EXECUTION PAYBYPHONE US INC. H? .-�� City Attorney Date By: -- Satyajit(Sonny)Samra, President Date. Feb,-2 2024 22 Document Ref 15PN4-XTOMF,)WVPR"MAW82 DocuSign Envelope ID:13318CA0-OA7B-4990-A928-A446B35B915A Contract no.23-051-02 EXHIBIT A SERVICE AGREEMENT 23 Document Ret 15PN4-XTQMF-OWVPR-MAWB2 DocuSign Envelope ID: 13318CA0-OA7B-4990-A928-A446B35B915A Contract no.23-051-02 EXHIBIT A COOPERATION AND SERVICE AGREEMENT For the purposes of this Exhibit C—Cooperation and Service Agreement,"PayByPhone"shall mean PayByPhone US Inc.,a provider of enhanced mobile commerce solutions,a Delaware corporation with its address at 48 Wall Street, Suite 1100,New York,New York 10005 and "Client"shall mean the City of Miami Beach,a provider of parking services with its address at: 1700 Convention Center Drive,Miami Beach,Florida,33139. AGREEMENT Section 1 THE PAYBYPHONE MOBILE PAYMENT PLATFORM AND APPLICATIONS 1.1 PAYBYPHONE MOBILE PAYMENT APPLICATION PayByPhone agrees to roll out the PayByPhone mobile payment service for use at Client's managed and owned parking facilities as agreed upon by PayByPhone and Client,to allow for consumers to pay for the use of Client's parking facilities through personal wireless devices(e.g., cellular telephones)or other wireless systems. QR code access to the payment service is not included. 1.2 PAYBYPHONE MANAGEMENT INFORMATION SYSTEM PayByPhone will operate and manage a software application for Client that will provide near real time information and management reports on the transactions conducted utilizing the PayByPhone mobile payment service (the "Portal"). PayByPhone will host the Portal on its network. Client will access the Portal through a browser-based program installed on Client's computer hardware. 1.3 COMPUTER,NETWORKING AND TELECOMMUNICATION SYSTEMS PayByPhone will own or possess,and will operate and maintain,all computer and networking hardware and software and data required to operate the PayByPhone mobile payment services service as contemplated in this Agreement, other than Client's existing computer and telecommunications systems. 1.4 MOBILE PAYMENT SERVICE ENFORCEMENT Client agrees to supply Wireless Devices to employees in the field to provide real time confirmation of validly parked vehicles. 1.5 REPORTS PayByPhone will provide Client with a set of standard self-serve reports in the Portal. Any changes or customizations to the standard set of reports will be subject to PayByPhone's prior approval and then-current PayByPhone professional services fees. See httpsl/www.paybyphone.com/pdf/us/pbpj,rofessionalservicessamplerates.pdf for sample rates. 1.6 PAYBYPHONE INTERACTIVE VOICE RESPONSE PayByPhone will provide the PayByPhone interactive voice response solution("IVR")for use at Client's managed and/or owned parking facilities,as agreed upon by PayByPhone and Client,to allow for consumers to call and pay for the use of the Parking Location by calling the applicable service number displayed on the parking sign,parking meter, and/or pay station. Client is responsible for paying all Transaction Fees, as outlined in Appendix A, for each Transaction made through IVR. 1.7 PAYBYPHONE RIGHTS&RATES PayByPhone will provide Client with the PayByPhone Rights&Rates service("Rights&Rates")to allow Client to control eligibility to park at Client parking facilities and to assign special parking rules and prices to select segments of drivers. In this Agreement, a"Right" is the entitlement to start a parking session at a Parking Location and/or qualify for a specific rate/restriction. Client is responsible for paying the Rights & Rates implementation and II Document Ref:I5PN4-XTQMF-OWVPR-MAW82 DocuSign Envelope ID:13318CA0-OA7B-4990-A928-A446B358915A Contract no.23-051-02 subscription fees, as outlined in Appendix A, for the number of Client parking spaces as agreed upon between PayByPhone and Client. 1.8 USE OF QR CODE At Client's request, as part of the PayByPhone mobile payment service, PayByPhone will provide to Client, and include on the relevant signage at Client's parking facilities or in marketing materials,QR codes which will allow consumers to access the PayByPhone mobile payment service through QR code scanning,at no additional cost. Client acknowledges that inclusion of QR codes in the payment service is associated with a material risk of fraudulent activity by third parties who may manually replace QR codes on Client signage with their own codes and redirect the consumers to their sites for payment, resulting in losses to Client, PayByPhone and consumers. Client releases PayByPhone from any liability for any claims, actions or losses resulting from or associated with such fraudulent activity at Client's parking facilities and,to the extent permitted by law,agrees to indemnify PayByPhone against any and all third party claims,actions,losses resulting from or arising out of such fraudulent activity,as set out in section 8.2 of this Agreement. Client will reimburse PayByPhone for the cost of removing fraudulent QR signage from Client's parking facilities and for the costs of customer support and call centre fees associated with calls related to fraudulent signage at Client's parking spaces. PayByPhone will provide evidence supporting determination of the costs,but PayByPhone's calculations will be conclusive of the same. PayByPhone reserves the right to discontinue the support for the QR code feature with 10 day written notice to Client if the fraudulent activity at Client's parking facilities persists for longer than 6 weeks. 1.9 PAYBYPHONE VALIDATIONS PORTAL Subject to the terms and conditions of this Agreement, PayByPhone will provide Client a parking validation subscription service, which allows Client to access a web-based parking validation and complimentary parking management portal to enter and manage license plate information to validate consumer parking sessions (the "Validations Portal").Client is responsible for paying all Validations Portal fees,as set out in Appendix A,for the Parking Location(s), as agreed upon between PayByPhone and Client. Notwithstanding anything contrary to this Agreement,Client may not terminate its subscription to the Validations Portal for any reason for six months from the date the Validations Portal is set up for Client. Client shall not: (a) reverse engineer, decompile, dissemble, or otherwise attempt to discover the source code,object code,or underlying structure, ideas,know-how or algorithms relevant to the Validations Portal; (b)create derivative works based on the Validations Portal;or(c)encourage or assist any third party to do the foregoing. Section 2 FEES AND PAYMENTS 2.1 MERCHANT ACCOUNT Merchant account refers to Client's merchant account set up with Client's acquiring bank. PayByPhone will cover the cost of linking one(1)Client merchant account with PayByPhone's gateway provider. Client agrees to cover the cost of merchant account updates including all third party fees and then-current PayByPhone professional services 2.2 TRANSACTION TESTING PayByPhone reserves the right to execute test transactions from time to time to ensure top performance of the system and account.PayByPhone may execute up to ten test transactions per month without adjusting the Client invoice. 2.3 THIRD PARTY INTEGRATION In the event that system changes(such as upgrades)by a third party that will impact the PayByPhone integration with Client sub-systems such as enforcement. Client agrees to pay for all PayByPhone development costs required to maintain such integration. PayByPhone will notify Client, in advance, of any such integration costs that could be added. Section 3 EXCLUSIVITY 2 Document Ref:15PN4-XTOMF-OWVPR-MAW82 DecoSign Envelope ID'1331RCA0-0A7B-4990-A928-A446B35B915A Contract no.23-051-02 The parties expressly acknowledge that Client currently engages,and/or may in the future,at its option,add,other providers of mobile parking payment applications("Third Party Providers"),through contracts for the same parking facilities and metered stalls covered by this Agreement. Section 4 MARKETING,PROMOTION AND USER EDUCATION 4.1 MARKETING EVENTS PayByPhone may conduct on-site marketing events and campaigns for its service,whereby PayByPhone will inform parking lot consumers of the availability of the PayByPhone mobile payment services as well as any promotions available,with the knowledge and approval of Client which is not to be unreasonably withheld. 4.2 CLIENT TRAINING PayByPhone will provide initial training to Client using a"Train the Trainer"(the"Client Trainer")model on the self- served PayByPhone Service Management Interface(SMI). The said Client Trainer will,at its own expense,train its staff and employees, including patrollers, to operate the mobile payment services and related applications and technology. Additional training sessions are available at the then current professional services rates. See https_//www.paybyphone.com/pdf/us/pbp jrofessionalservicessamplerates.pdf for sample rates. Section 5 INTELLECTUAL PROPERTY 5.1 INTELLECTUAL PROPERTY RIGHTS 5.1.1 The parties acknowledge and agree that any trademarks, patents, trade names, logos, trade dress, domain names,copyrights or licenses therein,or other enforceable intellectual property rights and whether in hard or electronic copy(collectively"Intellectual Property")belonging to the other party,given to them under this Agreement is and shall remain the property of that party for the duration of the Term of this Agreement. 5.1.2 Except as expressly stated,nothing in this Agreement shall be deemed or interpreted to convey,transfer or assign any Intellectual Property rights to the other party. 5.1.3 Each party reserves the right to approve in advance the use of its Intellectual Property by the other party in upon the advance written approval or as previously agreed upon in writing by the parties. 5.1.4 Upon termination of this Agreement for any reason the parties will use reasonable endeavours to ensure that all such Intellectual Property and material are removed from display and/or destroyed at the request of the other party save where such Intellectual Property is held by the parties in compliance with any statutory obligations and/or the maintenance of proper records. 5.1.5 The parties undertake that they have all necessary permissions, licenses and rights to use the Intellectual Property of third parties for the purposes of this Agreement. 5.1.6 To the extent permitted by law,each party shall indemnify(for the purposes of this clause,the"Indemnifying Party")the other(for the purposes of this clause the"Indemnified Party")against all actions, claims, proceedings, costs and expenses(including reasonable legal fees) arising from any actual infringement of Intellectual Property rights of whatever nature insofar as these relate to the Intellectual Property rights developed and owned by the Indemnifying Party or licensed to the Indemnified Party which claims,actions or proceedings arise as a result of the Indemnified Party's use of any of the Services, except that the indemnity shall not apply to any actions,claims or proceedings which are attributable to any breach of contract or negligent act or omission on the part of the Indemnified Party or where such actions,claims or proceedings relate to any developments of the services carried out by or at the request of the Indemnified Party except where the Indemnifying Party knew or ought to have known that such I3 Document Ref:15PN4-XTOMF-OWVPR-MAW82 DocuSign Envelope ID:13318CA0-0A7B-4990-A928-A446835B915A Contract no.23-051-02 development of the services requested by the Indemnified Party would result in an infringement of Intellectual Property rights. 5.1.7 The Indemnified Party shall notify the Indemnifying Party in writing of any such action,claim or proceeding and shall not make any admission unless the Indemnifying Party gives prior written consent. 5.1.8 At the Indemnifying Party's request and expense,the Indemnified Party shall permit the Indemnifying Party to conduct all negotiations and litigation. The Indemnified Party shall give all assistance as the Indemnifying Party may reasonably request and the Indemnifying Party shall pay the Indemnified Party's costs and expenses so incurred. 5.1.9 The Indemnifying Party may,at its expense:(i)obtain a license to enable the Indemnified Party to continue to use the Services,or(ii)modify or replace the Services to avoid any alleged or actual infringement or breach,or(iii) terminate the provision of the affected elements of the Services. Where the Indemnifying Party exercises options(i) or(ii)the functionality of such modification or replacement shall not materially affect the performance of the Services. 5.2 CLIENT INFORMATION 5.2.1 "Client Data"means all data provided directly by the Client to PayByPhone in relation to this Agreement, including Client's parking rates, Client's identifiers for Parking Locations and parking stalls, merchant account information,enforcement equipment and practices,and parking policies. 5.2.2 During the term of this Agreement and for such time after as not expressly prohibited,PayByPhone may obtain,store and use such Client Data for any purpose,including without limitation providing and improving services under this Agreement, so long as it complies with applicable data protection laws,contractual obligations and any other applicable requirements with respect to the Client Data. PayByPhone shall retain exclusive ownership of all rights in any derivative data it develops based on Client Data. 5.2.3 Following termination of this Agreement,PayByPhone will,at Client's written request,return to Client or destroy all Client Data and copies thereof.Notwithstanding the foregoing,PayByPhone shall be permitted to retain such copies of, or any computer records or files containing, the Client Data: (a) that has been archived by PayByPhone's automatic electronic archiving and back-up procedures,to the extent created and retained in a manner consistent with PayByPhone's standard archiving and back-up procedures;and(b)to the extent required by applicable law. 5.3 CUSTOMER INFORMATION 5.3.1 The parties will share information and data directly relating to drivers' parking sessions through the PayByPhone service at the Parking Locations("Parking Sessions")and as may be required by the Client for parking enforcement, fines, and proceedings ("Transaction Data"). Transaction Data may include vehicle license plate, parking session date, time, duration,zone number and amount paid, details of parking fines/violation notices,and parking session details obtained through customer service centre, and does not include User Profile Data(defined below). 5.3.2 In using, sharing, or otherwise processing Transaction Data. PayByPhone and Client must comply with applicable data protection laws, contractual obligations and any other applicable requirements. Each party is responsible to the PayByPhone service users and other third parties for its respective use,sharing and processing of Transaction Data,whether it performs such use,sharing and processing directly or through third parties.Each party acts as a "data controller"with respect to Transaction Data for the purposes any privacy legislation that uses that 14 Document Ref:I5PN4-XTQMF-OWVPR-MAW82 DocuSign Envelope ID:13318CA0-0A7B-4990-A928-A446B35B915A Contract no.23-051-02 concept and is applicable to the patty's activities. Each party agrees to provide such assistance as is reasonably required to enable the other party to comply with the applicable data protection laws. 5.3.3 Any information about or with respect to PayByPhone service users that is not related to parking sessions at the Parking Locations,including without limitation,information provided by users upon registration for a PayByPhone account and data about the user's activity in the PayByPhone account or the PayByPhone applications("User Profile Data")shall be exclusively owned by PayByPhone.PayByPhone shall retain exclusive ownership of all rights in any derivative data it develops based on Transaction Data and User Profile Data. 5.4 PAYBYPHONE'S SERVICES TO CUSTOMERS The parties acknowledge that PayByPhone service users hold the PayByPhone account under terms of service established by PayByPhone. Under these terms of service,PayByPhone may offer users an option to receive service communications by SMS text ("SMS Communications"), including reminders to extend a parking session and confirmations of successful registration for a parking session. Client agrees that, at any time during the Term, PayByPhone may charge any users who opt into these services a fee("SMS Fee")for each SMS Communication sent by PayByPhone with respect to an initial parking session or extension of a parking session and may set the amount of the SMS Fee with reference to the cost PayByPhone incurs in delivering this optional service. At the time of entering into this Agreement,the SMS Fee is equal to$0.15 inclusive of taxes payable by the user.PayByPhone will provide Client with 30 day written notice of an increase in the amount of the SMS Fee. PayByPhone shall be responsible for any taxes applicable to the SMS Fees.PayByPhone records will be conclusive evidence with respect to the amount of SMS Fees collected during a billing period. The SMS Fees will be added to the total charged to the user in respect of a parking session or extension of a parking session. Unless under the terms of the Agreement PayByPhone is designated as the merchant of record for parking fees paid using PayByPhone mobile payment service,PayByPhone and Client agree to designate Client as the merchant of record for any SMS Fees only.In that case,Client will collect PayByPhone's SMS Fees and remit to PayByPhone. Remittance will be made via electronic payment or cheque and may be included in the amount that also includes fees payable by Client to PayByPhone under this Agreement. Section 6 INTENTIONALLY OMITTED Section 7 DISCLAIMER,INDEMNIFICATION AND LIMITATION OF LIABILITY 7.1 DISCLAIMER Except as expressly set forth in this agreement,PayByPhone does not make,and hereby specifically disclaims,any representations or warranties,express or implied,regarding the PayByPhone mobile payment services,including any implied warranties of title,merchantability,fitness for a particular purpose or non-infringement.Client acknowledges that the PayByPhone mobile payment services and services furnished by PayByPhone under this agreement (including, without limitation, any servers or other hardware, software, applications and any other items used or provided by PayByPhone or any third parties in connection with providing access to or hosting any of the foregoing or the performance of any services by PayByPhone under this agreement)are provided by PayByPhone"as is". 7.2 PARKING RATES Client will be given access to parking rate data in order to confirm the parking rates at each Parking Location via the Portal.PayByPhone will make every attempt at ensuring the rates are configured correctly;upon completion of each Parking Location setup,it is the Client's responsibility to ensure all rates are configured correctly. Failing to do so shall exclude PayByPhone from any liability. Client shall implement any parking rate changes via the Portal following the Parking Location setup. In the event Client requests that PayByPhone configure the parking rate changes after the Parking Location setup,Client shall provide PayByPhone with sufficient notice of the rate changes and such work I Document Ret I5PN4-)TOMF OWVPR MAW82 DocuSign Envelope ID:13318CA0-0A78-4990-A928-A446635B915A Contract no.23-051-02 will be subject to PayByPhone's prior approval and then-current PayByPhone professional services fees. See https://www.paybyphone.com/pdf/us/pbpjrofessionalservicessamplerates.pdf for sample fees. Section 8 MISCELLANEOUS INTENTIONALLY OMITTED 8.1 NO AGENCY Each party,in all matters relating to this Agreement,will act as an independent contractor and independent employers. Except as otherwise expressly set forth herein,neither party will have authority and will not represent that it has any authority to assume or create any obligation,express or implied,on behalf of the other,or to represent the other as an agent,employee or in any other capacity. Except as otherwise expressly set forth herein,nothing in this Agreement shall be construed to have established any agency,joint venture or partnership between the parties. Neither party shall make any warranties or representations on behalf of the other party. 8.2 COUNTERPARTS This Agreement may be executed in one or more counterparts,each of which shall be deemed an original and all of which shall be taken together and deemed to be one instrument. The parties further agree that a signature transmitted via facsimile shall be deemed original for all purposes hereunder. 8.3 CAPTIONS The captions used in this Agreement are for convenience only and shall not affect in any way the meaning or interpretation of the provision set forth herein. 8.4 CLIENT'S CONDUCT OF BUSINESS THROUGH AFFILIATES The parties acknowledge that Client may carry out its business through affiliates.Client agrees to cause its affiliates to take such actions and to execute such documents as may be reasonably required to give effect to this Agreement as though references to Client in this Agreement were references to Client and those of its affiliates through which it carries on the business of owning and operating parking facilities. 8.5 PCI-DSS:PAYMENT CARD INDUSTRY DATA SECURITY STANDARD PayByPhone is responsible for the security of cardholder data which PayByPhone possesses or otherwise stores, processes,or transmits on behalf of the Client.PayByPhone abides by the rules and regulations set forth in the PCI- DSS. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives. The City of Miami Beach PayByPhone US Inc. t__ Signature: Signature: Name: Satyajit(Sonny)Samra Name: Title: President Title: Attest. Signature: Name:Rafael E.Granado,City Clerk Date: 16 Document Ref:I5PN4-XTOMF-OWVPR-MAWS: DocuSign Envelope ID:13318CA0-0A7B-4990-A928-A446835B915A Contract no.23-051-02 EXHIBIT B FEE SCHEDULE 24 Document Ref:15PN4-XTQMF-OWVPR-MAW82 DocuSign Envelope ID: 13318CA0-0A7B-4990-A928-A446B35B915A EXHIBIT B PAYBYPHONE FEES All amounts are exclusive of any and all taxes, including taxes applicable on fees paid by the driver. For the purposes of this Agreement,"Transaction"includes(a) user registration for a parking session,permit, validation or extension at a Parking Location through the PayByPhone mobile payment service(whether or not any amount is payable to Client by the user), (b)a refund, (c)a charge reversal and (d)any other operation for which PayByPhone incurs a fee from its gateway provider or an acquirer, if applicable. ITEM PRICE ONE-TIME SETUP FEES Signage-first round of signage production at service launch(installation not Included included) Training,consulting,marketing,and customer support as described in the Agreement Included Marketing includes a standard launch package Mobile payment services setup fee for all Initial Parking Locations Waived' Integration with enforcement solution software. PayByPhone will include 1 Included complimentary enforcement integration Standard PayByPhone city dynamic label Included TRANSACTION FEES Hourly Parking: Client pays to PayByPhone per Transaction—City serves as Merchant of Record S0.35 (Client may charge user a non-embedded,on top of price of Convenience Fcc of $0.35) Monthly Parking Option: Client pays to PayByPhone per Transaction—City serves as Merchant of Record (Client may charge user a non-embedded,on top of price of Convenience Fee of $1 002 $1.00) Resident Rate Zero Fee Offering: Verified via PayByPhone's Rights&Rates $0.00 per authorized solution(priced below),residents will receive a SO cost Convenience Fee if the resident "double code offering"(see description below)is utilized. Monthly minimum of total Transaction Fees Waived OPTIONAL FEES Additional Custom dynamic label S1,000 Mobile payment service setup fee for Additional Parking Locations Waived IVR setup fee Waived IVR additional per transaction feeWaived—Included with standard transaction fee Rights&Rates setup fee Reduced S500 Rights&Rates monthly subscription fee for one(1)Right S 199 per month Validation Portal setup fee $1,500 it Document Ref ISPN4-XTOMF-OWVPR-MAW82 DocuSign Envelope ID: 13318CA0-0A7B-4990-A928-A446B35B915A EXHIBIT B PAY FEES S250 per Parting Validation Portal monthly subscription feu Location/ma NOTES: • t Mobile payment services setup fee (if applicable) includes configuration, testing, and implementation of a dedicated client account within the PayByPhone system; merchant account integration and testing; set up and training on reporting, customer service. and other elements of the PayByPhone Portal, Any change in the Parking Rates will not affect the price the Client will pay to PayByPhonc per Transaction. The Convenience Fee may only be increased by mutual agreement of both parties. Services covered by the Transaction Fee include interactive voice response solution (IVR).Client is responsible for paying all Transactions Fees for all Transactions made through the PayByPhonc mobile application, web application,andior IVR(if applicable), 3 Client is responsible for paying its own credit card processing and merchant banking fees. if Client is merchant of record(MOR). Double Code Offering: PayByPhone assigns a location code for the area plus a resident location code that will be used by residents only, which provides a SO Convenience Fee option for residents. a. If a non-resident were to try to use this resident location and they were not authorized via Rights& Rates.they would be instructed to utilize the standard location code. Document Ret:t5PN4-XTOMF-OWVPR-MAW82 DocuSign Envelope ID:13318CA0-0A7B-4990-A928-A446835B915A Contract no.23-051-02 EXHIBIT C TIMELINE/ SCHEDULE/SIGNAGE PaySyPhone&City of Miami Beach • r--—'-'-— '_� - -„ Planned Scope of Work&TiMetine-Mobile Payments 'M ratemored doors pm Prr(ramrs ter depend s:.a - Anticipated: i Wasting LMd ' try ream •si,..'.d _— State OM TtWtObaiptlea PIP Teen';...,..w.10 Deuipetien memo-ens) or..:.o„ (omr:.t.oe aril...able Prot.,.-:r-.Ctn. .Manage.sarkm, i 11:1:2023 'Cons•act NayWt..t.on 0.otoef gat i.ega .,l 2 Ws. 22-No 21 1.%Jiv k.enaea Ajteer,ewt . ..._. y_.... �Pari.ng Aen,n. ,1.:es.u.p:eA'ortat.w•. ,t.nantr,T. 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DocuSign Envelope ID:13318CA0-0A7B-4990-A928-A446B35B915A ,_ . _ ,l'1. x. ^! .,.5,. .`y. i•J�i±• •' w>i d a is f ii • '� .:•: f�i,i i.�• 'i'• i•. t"-'. r . .:}A..•r.4:.*..•:..•'.hG.+..+.+1:S•..:.: ! .�„+= ;.4:�:•ew.l!s.. te. .!,,,:.1..,!'s!.!w.:.!'J,.-�".4.0 •: i"dti i. !.•l f . Signature Certificate i ?fe,--1N 15PN4-XTQMF-OWVPR-MAW82 • • t vo Signer Timestamp Signature •O ;.; a Sonny Samra ilt .41 Email:ssamra@paybyphone.com 4.:ti : .� j t „r A., Sent: 02 Feb 2024 17:39:33 UTC y 4.. i Viewed: 02 Feb 2024 21:31:45 UTC / :'ft y Signed: 02 Feb 2024 21:33:58 UTC �" ..• Recipient Verification: IP address:172.56.105.210 •• e Email verified 02 Feb 2024 21:31:45 UTC Location:Seattle,United States '• 44 �1" 02 Feb 2024 21:33:58 UTC �{ 5 O� r� Page 1 of 1 53} j i• J•rr' ' .!s . • if I s • 00 E . K-a, 0, .4. ., ••! V.v . 43 Signed with PandaDoc ❑•..❑ + v,-'A PandaDoc is a document workflow and certified eSignature r.y 4.0- solution trusted by 50,000+companies worldwide. t 'n ,\':S i ' �v I ty', , .^ � 1,. } ?. �. :..�..f. { r .,,:}c,`+4V`cfy ,.5.'yyj� " :r r �1 x.r : , •`,a :�::ti�..�..�,`�T ..r:>..4z''r.,:... �rw^'s...,�..:.N�...s;,..;. ., .c ,'..rs. �.•Y,as t.L.ti'...,�s>:�....2at- iw v ' ...; :x ` :..�.a�-x.- � sue?",.sx-t4.:<,.:•.�!k'.ttitS2Sx ATTACHMENT A RESOLUTION &COMMISSION AWARD MEMO RESOLUTION NO! 2024-32867 A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, APPROVING THE AGREEMENTS WITH PARKMOBILE, LLC, AND PAYBYPHONE US INC., FOLLOWING THE SUCCESSFUL NEGOTIATIONS BY THE ADMINISTRATION, PURSUANT TO REQUEST FOR QUALIFICATIONS (RFQ) NO. 2023-051-WG FOR MOBILE PARKING PAYMENT SYSTEMS; AND AUTHORIZING THE CITY MANAGER AND CITY CLERK TO EXECUTE THE FINAL AGREEMENTS WITH PARKMOBILE, LLC, AND PAYBYPHONE US INC. WHEREAS, on February 1, 2023, the Mayor and City Commission approved to issue an RFQ for mobile parking payment solutions; and WHEREAS, on February 2, 2023, RFQ 2023-051-WG was issued; and WHEREAS, on April 5, 2023, the City received proposals from the following nine(9)firms:' • Frogparking, Inc. • Honkmobile USA LTD. • Hotspot Parking Inc. • Mobile Smart City Corp • Parkeon, Inc. • ParkMobile, LLC • Passport Labs, Inc. • PayByPhone US Inc. • Zipby USA LLC; and WHEREAS, on May 26, 2023, the Evaluation Committee comprised of Jacqueline Caicedo, Administrative Services Manager, Parking Department; Manny Marquez, Assistant Director, Finance Department; Seychelles Martinez, Chief Software Architect, Information Technology Department; Otniel Rodriguez, Assistant Director, Transportation and Mobility Department; and Alberto Ventura, Assistant Director, Parking Department, convened to consider proposals; and WHEREAS, the Committee was provided an overview of the project, information relative to the City's Cone of Silence Ordinance, the Government Sunshine Law, general information on the scope of services and a copy of each proposal; and WHEREAS, the Committee was instructed to score and rank each proposal pursuant to the evaluation criteria established in the RFQ; and WHEREAS, the evaluation process resulted in the proposers being ranked by the Evaluation Committee in the following order: 1st ranked —ParkMobile, LLC 2nd ranked— PayByPhone US Inc. 3rd ranked — Parkeon, Inc. (Flowbird) 4th ranked —Mobile Smart City Corp 5th ranked — HonkMobile USA LTD. 7 6th ranked — Passport Labs, Inc. 7th ranked—Zipby USA LLC 8th ranked —Hotspot Parking Inc. 9th ranked—Frogparking, Inc. WHEREAS, on June 28, 2023, via Resolution No. 2023-32625, the Mayor and City Commission authorized the Administration to simultaneously negotiate with ParkMobile, LLC, and PayByPhone US Inc., the first and second-ranked firms, respectively, with the final negotiated Agreement(s) subject to the prior approval of the Mayor and City Commission; and WHEREAS, as directed by the City Commission, the Administration successfully negotiated agreements with ParkMobile, LLC and PayByPhone US Inc. NOW, THEREFORE, BE IT DULY RESOLVED BY THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, that the Mayor and City Commission approve the agreements with ParkMobile, LLC, and PayByPhone Us Inc., following the successful negotiations by the Administration, pursuant to request for qualifications (RFQ)No. 2023-051-wg for Mobile Parking Payment Systems; and authorize the City Manager and City Clerk to execute the final agreements with ParkMobile, LLC, and PayByPhone Us Inc. PASSED AND ADOPTED this 31 day of 7497441Y 2024. ATTEST: /60 FEB 0 6 2024 • RAFAEL E. GRANADO, CITY CLER ,�..8,,,���M STEVEN MEINER, MAYOR .... y Z. 1INCOAP RATED; , 0. APPROVED AS TO "<st4..2�M1-- FORM & LANGUAGE ��"'"""� & FOR EXECUTION Sponsored by Commissioner Alex J. Fernandez Y�r ( — /4 — City Attorney L Date 8 Agenda Item: C2 D • MIAMI BEACH Date: 1-31-2024 City of Miami Beach, 1700 Convention Center Drive,Miami Beach,Florida 33139.wvw.miamibeachfl.gov COMMISSION MEMORANDUM TO: Honorable Mayor Steven Meiner and Members of the City Commission FROM: Alina T. Hudak, City Manag; DATE: January 31, 2024 SUBJECT: A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, APPROVING THE AGREEMENTS WITH PARKMOBILE, LLC, AND PAYBYPHONE US INC., PURSUANT TO REQUEST FOR QUALIFICATIONS (RFQ) NO. 2023-051-WG, FOR MOBILE PARKING PAYMENT SYSTEMS; AND AUTHORIZING THE CITY MANAGER AND CITY CLERK TO EXECUTE THE FINAL AGREEMENTS RECOMMENDATION It is recommended that the Mayor and City Commission adopt the Resolution approving the agreements with ParkMobile, LLC, and PayByPhone US, Inc., pursuant to Request for Qualifications (RFQ) 2023-051-WG for mobile parking payment systems. The Resolution also authorizes the City Manager and City Clerk to execute the final agreements. BACKGROUND/HISTORY Mobile parking payment systems provide an alternative to the traditional ways of paying for parking such as parking meters. Many firms offer mobile parking payment technology to users through the use of a telephone application. Over the past ten (10) years, the City has engaged with ParkMobile USA, Inc. for provision of these services. The agreement with ParkMobile was .set to expire on February 23, 2023. On October 26, 2022, the City Commission directed the Administration to explore options for contracting with the best mobile parking payment application service, including, but not limited to, mobile parking payment applications being used by neighboring jurisdictions to maximize convenience to residents and local visitors. Pursuant to the City Commission's direction on October 26, 2022, staff returned to the City Commission on. December 14, 2022, after having. researched which mobile parking payment solutions were being utilized by neighboring jurisdictions and whether the City could piggyback any of the contracts executed by these agencies. All local jurisdictions were queried, and responses were received from the following: 1) City of Miami/Miami Parking Authority; 2) City of Coral.Gables; 3) City of Doral; 4) City of Hallandale and 5) City of Fort Lauderdale. 3 Wage The City of Miami/Miami Parking Authority responded that its contract had been competitively solicited and awarded to PayByPhone US Inc. ("PayByPhone")in 2014 and is scheduled to expire in 2025. The other four (4) agencies responded that they were piggybacking off the City of Miami/Miami Parking Authority Contract. The City of Miami/Miami Parking Authority's contract with PayByPhone is similar to the City's current contract with ParkMobile in that it allows for a resident discount rate and does not charge residents a transaction fee. However, unlike the City's current contract, under which the City does not pay any charges (resident transaction fees are absorbed by visitors in the visitor rates charged), the City of Miami/Miami Parking Authority contract would allow the City to absorb the resident transaction fees. Doing so is estimated to cost the City $136,000.00 annually. This estimate is based on approximately 503,000 resident transactions at the current PayByPhone convenience fee of$0.27. Staff also identified competitive contracts awarded to PayByPhone by the National Cooperative Purchasing Alliance (NCPA)and the City of Tampa. However, the NCPA contract does not allow for discounted rates and no transaction fees to residents. Further, the Agreement with the City of Tampa contains local preference language that typically precludes other agencies from piggybacking. Staff was unable to identify a contract awarded to PayByPhone that meets the City's current requirements to offer residents discount rates and fee waivers. This is an important distinction because piggybacking typically requires that the agency desiring to piggyback accept the terms, conditions, and pricing of the other agency's contract without modification. During the research process, staff learned that some jurisdictions (e.g., the City of Tampa) had awarded contracts for mobile parking payment solutions to more than one provider as a means of extending convenience to visitors traveling into the City from areas serviced by other providers. As a result, the Administration recommended the City Commission authorize the preparation of a competitive solicitation for a replacement contract for mobile parking payment solutions that appropriately prioritizes, among other relevant factors, the convenience to the customer and potential benefits to the City of utilizing a mobile parking payment solution provider used by a majority of neighboring jurisdictions. The solicitation would also allow an award of a contract to more than one mobile parking payment solutions provider if the City Commission deems that doing so is in the City's best interest. On February 1, 2023, the Mayor and City Commission approved the issuance of RFQ No. 2023- 051-WG for mobile parking payment solutions and also approved a month-to-month extension of the current agreement with ParkMobile USA, Inc. until a replacement agreement is executed and mobile parking payment service has been transitioned to a new service provider. RFQ responses were due and received on April 5, 2023. The City received nine (9) proposals from the following firms: Frogparking, Inc., Honkmobile USA LTD., Hotspot Parking Inc., Mobile Smart City Corp, Parkeon, Inc., ParkMobile, LLC, Passport Labs, Inc., PayByPhone US Inc., and Zipby USA LLC On May 26, 2023, the Evaluation Committee, appointed by the City Manager via Letter to Commission No. 223-2023, convened to consider the proposals received. The results of the Evaluation Committee process are detailed in Attachment A and resulted in the following rankings: 1st ranked—ParkMobile, LLC 2nd ranked — PayByPhone US Inc. 3rd ranked — Parkeon, Inc. (Flowbird) 4th ranked — Mobile Smart City Corp 4 3IPage 5th ranked —HonkMobile USA LTD. 6th ranked—Passport Labs, Inc. 7th ranked—Zipby USA LLC 8th ranked —Hotspot Parking Inc. 9th ranked—Frogparking, Inc. On June 28, 2023, the Mayor and City Commission approved Resolution No. 2023-32625 (attached hereto) authorizing the Administration to simultaneously negotiate with ParkMobile, LLC, and PayByPhone US Inc., the first and second-ranked firms, respectively. The Resolution also requires that the final negotiated Agreement(s)with the recommended proposer(s) shall be subject to the prior approval of the Mayor and City Commission. ANALYSIS As directed by the City Commission, staff negotiated agreements with ParkMobile, LLC and PayByPhone US Inc, the 1st and 2nd ranked firms, respectively. ParkMobile and PaybyPhone are leaders in the mobile parking payment field, both were founded over fifteen years ago and have contracts with multiple municipalities in Florida. As the City already has history with ParkMobile as a service provider, adding PaybyPhone to our payment options will further facilitate the parking user experience in the City. Despite the many similarities between these companies, there are also major differences, including management of transaction fees. Negotiation discussions commenced on July 6,2023, negotiating the waiver of transaction/convenience fees and agreeing to an acceptable resident access format resulted in extensive negotiations. ParkMobile waives transaction fees for City residents. PaybyPhone agreed to the terms proposed by the City and committed to developing technology and implementing operational changes to allow for the waiver of transaction fees for City residents. The Administration's goal was to negotiate similar contracts with both firms to provide for easier enforcement of the agreements, while providing seamless options to customers. Through extensive discussions and a cooperative spirit, this goal was reached. The negotiated Agreements are attached hereto as Attachment A. The most significant terms are highlighted below. • The initial term of this Agreement shall be for a period of five (5) years. At the City Manager's sole and absolute discretion and provided further that the concessionaire is not in default under this Agreement, the City may extend the term of this Agreement for two (2) additional two-year periods. The concessionaire shall maintain, for the entirety of any renewal period, the same revenue share, terms, and conditions included within the originally awarded contract. Continuation of the contract beyond the initial period and any renewal option subsequently exercised is not a right of the Concessionaire. • Both firms have agreed to waive transaction/convenience fees for City residents. • Both firms agree to Transaction/Convenience fees for non-residents of$.35 per session. • PaybyPhone and ParkMobile will collaborate to provide signage (ParkMobile will design, procure and deliver the signage and PaybyPhone will cover all costs). • ParkMobile will continue to utilize the current zones deployed throughout the City. • For non-residents, PaybyPhone will utilize the same zones deployed by ParkMobile. • However, for residents, PaybyPhone will require unique zones to access the $.35 transaction fee waiver. LOBBYIST DISCLOSURE In accordance with Resolution No. 2023-32857, adopted by the City Commission on December 13, 2023, the following information has been provided by the Administration. 1. Was the Agenda Item initially requested by a lobbyist which, as defined in Code Sec. 2-481, includes a principal engaged in lobbying? No 5 4IPage 2. If so, specify name of lobbyist(s) and principal(s): Not Applicable SUPPORTING SURVEY DATA Not Applicable FINANCIAL INFORMATION For FY23 total parking meter revenue was $27,943,000 of which 85% or $23,751,550 was collected through ParkMobile. Pursuant to this agreement ParkMobile and PayByPhone will collect parking revenue for the City of Miami Beach. A $.35 transaction/convenience fee is charged to non-residents. Transaction/convenience fees are waived for City of Miami Beach residents. ACCOUNTS: This is a revenue collection agreement. CONCLUSION: Based on the foregoing, it is recommended that the Mayor and City Commission adopt the Resolution, approving the agreements with ParkMobile, LLC, and PayByPhone US Inc., pursuant to Request for Qualifications(RFQ)No. 2023-051-WG, for mobile parking payment systems. The Resolution also authorizes the City Manager and City Clerk to execute the final agreements with ParkMobile, LLC, and PayByPhone US Inc. ATTACHMENTS: A—Agreement with ParkMobile, LLC B—Agreement with PayByPhone US Inc. pl,J ,),141 ,. RW/MB/ D/ ICB 6 ATTACHMENT A Contract no.23-051-01 PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF MIAMI BEACH AND PARKMOBILE, LLC FOR MOBILE PARKING PAYMENT SYSTEM, PURSUANT TO REQUEST FOR QUALIFICATIONS 2023-051-WG This Professional Services Agreement ("PSA") and the ParkMobile, LLC. Service Agreement ("Service Agreement"), collectively, the "Agreement" is entered into this ("Effective Date"), between the CITY OF MIAMI BEACH, FLORIDA, a municipal corporation organized and existing under the laws of the State of Florida, having its principal offices at 1700 Convention Center Drive, Miami Beach, Florida,33139(the"City"), and ParkMobile,LLC,a Delaware Limited Liability Corporation, whose address is 1100 Spring Street Northwest, Suite 200, Atlanta, GA 30309 ("Vendor" or"ParkMobile"). SECTION 1 DEFINITIONS Additional Parking Locations: As defined in Section 12.1 of the Agreement. Agreement: This Professional Services Agreement between the City and Vendor, including any exhibits and amendments thereto and the ParkMobile Service Agreement, collectively the"Agreement". Authorized User: City's employee, consultant, contractor, and agent who is authorized by City to access and use the Platform under the rights granted to City pursuant to this Agreement. City Manager: The chief administrative officer of the City. City Manager's Designee: The City staff member who is designated by the City Manager to administer this Agreement on behalf of the City.The City Manager's designee shall be the Parking Department Director. Vendor For the purposes of this Agreement, Vendor shall be deemed to be an independent contractor, and not an agent or employee of the City. IP Rights: Any and all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection, or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world. 1 9 Contract no.23-051-01 Parking Locations: The location or locations of City's on-street parking, off-street parking, reservation parking, parking lots, parking decks, permitted parking, and other facilities where ParkMobile Users may park. Platform: Access-controlled mobile and/or web applications, services or interfaces developed, hosted, or managed by, on behalf of, or in partnership with ParkMobile that are made available to Client to administer, configure, manage and/or monitor parking sessions, parking rates, and/or parking restrictions associated with City's Parking Locations. Services: The ParkMobile Application, the Platform, and all services, work and actions by the Vendor performed or undertaken pursuant to the Agreement. Transaction Fee: The Fee charged by the Vendor to the user per transaction as set forth in Exhibit B Parking Rate: The fee charged by the City for use of the parking space. ParkMobile Application: Any and all mobile and/or web applications, services, or interfaces developed, hosted, or managed by, on behalf of, or in partnership with ParkMobile and that are made available to the general public and that facilitate the payment of parking transactions. Proposal Documents: Proposal Documents shall mean City of Miami Beach RFQ No. 2023-051- WG for Mobile Parking Payment System, together with all amendments thereto, issued by the City in contemplation of this Agreement RFQ, and the Vendor's proposal in response thereto ("Proposal"), all of which are hereby incorporated and made a part hereof; provided, however,that in the event of an express conflict between the Proposal Documents and this Agreement, the following order of precedent shall prevail: the Professional Services Agreement; the RFQ;the Services Agreement, and the Proposal. Risk Manager: The Risk Manager of the City, with offices at 1700 Convention Center Drive, Third Floor, Miami Beach, Florida 33139; telephone number (305) 673-7000, Ext. 26724; and fax number(305)673-7529. Transaction Data: Information and Data collected by the Vendor relating to drivers' parking sessions, which may include vehicle license plate, parking session date, time, duration, zone number and amount paid, details of parking fines/violation notices, and parking session details obtained through customer service center. User Profile Data: Any information about or with respect to ParkMobile users that is not related to parking sessions at the Parking Locations, including without 2 10 Contract no.23-051-01 limitation, information provided by users upon registration for a ParkMobile account and data about the user's activity in the ParkMobile account or the Application. Merchant of Record: Refers to the entity that is authorized to receive customer payments to its merchant account set up with its acquiring bank, including credit card and any digital wallet transactions for Services. SECTION 2 SCOPE OF SERVICES 2.1 In consideration of the Fee to be paid to Vendor by the City, Vendor shall provide the work and services described in Exhibit"A" hereto (the "Services"). Although the Vendor may be provided with a schedule of the available hours to provide its Services,the City shall not control nor have the right to control the hours of the Services performed by the Vendor; where the Services are performed (although the City will provide Vendor with the appropriate location to perform the Services); when the Services are performed, including how many days a week the Services are performed; how the Services are performed, or any other aspect of the actual manner and means of accomplishing the Services provided. Notwithstanding the foregoing, all Services provided by the Vendor shall be performed in accordance with the terms and conditions set forth in Exhibit"B"and to the reasonable satisfaction of the City Manager. If there are any questions regarding the Services to be performed, the Vendor should contact the following person: Monica Beltran, Director, Parking Department 1755 Meridian Avenue, 2nd Floor Miami Beach, Florida 33139 (305) 673-7000 ext. 26863 MonicaBeltranmiamibeachfl.gov 2.2 Vendor's Services, and any deliverables incident thereto, shall be completed in accordance with the timeline and/or schedule in Exhibit C hereto. 2.3 Services Provided by ParkMobile. During the Term(as defined herein), ParkMobile shall perform the services for the City as described in Exhibit A hereof (as amended, modified or supplemented from time to time upon the mutual written agreement of the parties, the"Services", as further defined in Section 1). ParkMobile shall render the Services faithfully and to the best of its ability and in compliance with all applicable laws, Federal, State, and local laws, codes, ordinances, resolutions, administrative policies and procedures and/or rules and regulations, (collectively, "Applicable Laws"), devoting such time as is reasonably necessary to provide the Services. The precise times and manner of the performance of Services shall be as reasonably requested by the City, consistent with a schedule to be reasonably agreed upon from time to time by ParkMobile and the City. In connection with ParkMobile's performance of the Services, and in addition to ParkMobile's compliance with Applicable Laws, ParkMobile shall also be subject to, and agrees to abide by, such policies, procedures, directions and restrictions as the City, in its sole and reasonable discretion, may establish from time to time. ParkMobile shall implement the service within sixty(60) days of the effective date of this Agreement. 3 11 Contract no.23-051-01 If the City requires additional work and/or services that are not included in this Agreement, ParkMobile and the City shall negotiate such additional work and/or services, mutually agree on the amount of additional compensation,and memorialize the terms in a written amendment to this Agreement. 2.4 Help_and Support. ParkMobile agrees to use its reasonable efforts to assist the City with any technical support that the City may reasonably require in relation to using the Services. In furtherance of the foregoing, ParkMobile agrees to provide the City with preventative maintenance, corrective maintenance, adaptive maintenance and online, on-site and telephone support with respect to the Services. Each of ParkMobile and the City shall promptly notify the other of any errors or interruptions that arise during the City's use of the Platform, the ParkMobile Application or the Services hereunder. 2.5 Errors and Corrections. In the event of any errors or interruptions in the Services, ParkMobile's sole and exclusive obligation shall be to use reasonable efforts to repair or restore that portion of the Services as promptly as possible. Repair may take the form, at the option of ParkMobile, as the case may be, of: (i)corrected software applicable to the Services;(ii)corrected materials in hard copy or electronic form describing the use and operation of the software applicable to the Services, including any manuals and programming tools; (iii) instructions or procedures to bypass the problem until a more permanent correction can be implemented; or(iv) correction/clarification of the functional definition of the Services. 2.6 Publicity of Services. All brochures and promotional materials to be distributed by ParkMobile and the City in connection with the Services shall be in a form mutually agreed upon by the parties. 2.7 Authority of Parties; Cooperation. Each party acknowledges and agrees that it has no authority to act on behalf of the other party other than as set forth in this Agreement or to enter into any contract or to incur any liability on behalf of the other party, except with prior written consent of an authorized officer of such party. Each party covenants that it shall not at any time represent, either orally or in writing, that it has any right, power, or authority with respect to the other party not expressly granted to the other party by such party. Each party shall reasonably cooperate with the other party to permit such party to perform its duties and obligations under this Agreement in a timely manner. 2.8 Technology Sublicense. Subject to and conditioned on City's and its Authorized Users' compliance with the terms and conditions of this Agreement, all applicable laws and regulations, and City's payment of fees, ParkMobile hereby grants the City the nonexclusive, non-transferable, non-sub-licensable, revocable right and sublicense to access and use the Platform during the Term, as defined below. The City shall not use the Platform for any use other than in connection with the Services. The City acknowledges and agrees that (a) ParkMobile shall be its exclusive source of the Platform for the Term;and(b)all Services obtained by the City shall use the Platform as necessary. The City has no interest in or right to use the Platform or any improvements thereto or modifications thereof except as set forth herein. In all instances, the City's use of the Platform shall inure to both party's benefit. During the Term or at any time thereafter, the City shall not commit, or cause any third party to commit, any act challenging, contesting, or impairing or attempting to impair ParkMobile's right, title and interest in and to the Platform or the validity thereof. 4 12 Contract no.23-051-01 2.9 Proposal Documents. Notwithstanding the description of ParkMobile's services and without limitation, ParkMobile shall provide any and all work and services as set forth in, and in accordance to the requirements of, the Proposal Documents (which are attached as Exhibit D hereto and are hereby deemed incorporated by reference as if fully set forth herein). SECTION 3 TERM The term of this Agreement("Term")shall commence on the date identified in the notice provided by the City Manager's Designee stating that all initial signage contemplated under Section 10.11 has been installed ("Signage Installation Notice"), and shall have an initial term of Five (5)years, with two(2)additional two-year renewal options,to be exercised at the City Manager's sole option and discretion, by providing Vendor with written notice of same no less than thirty(30) days prior to the expiration of the initial term. Notwithstanding the Term provided herein, Vendor shall adhere to any specific timelines, schedules, dates, and/or performance milestones for completion and delivery of the Services, as same is/are set forth in the timeline and/or schedule referenced in Exhibit C hereto. SECTION 4 FEE 4.1 City shall reimburse ParkMobile as set forth in Exhibit B and in accordance with Section 4.6. ParkMobile may propose an increase in the end user fees outlined in Exhibit B, not more often than once in a calendar year,to adjust for inflation and any increase in the cost of ParkMobile providing the services to City. All adjustments to the fees shall be valid upon the prior written approval of the City Manager or City Manager's Designee. City rate structure is varied and includes flat and hourly rates that differ for residents and visitors. However, other rates and/or geographic areas may be added in the future. The rates specified herein shall commence on the date specified in the Signage Installation Notice to Proceed. 4.2. Payment. The City shall serve as the Merchant of Record for ParkMobile Application transaction fees and parking rates. ParkMobile shall invoice the City and the City shall issue a check to reimburse ParkMobile in accordance with Section 4.6. 4.3 Taxes. ParkMobile's prices do not include sales, use, revenue or excise taxes, and accordingly, in addition to the price specified herein, the amount of any sales, use, excise or other similar tax applicable to the Services provided hereunder shall be paid by the City, including any taxes applicable on fees paid by the consumer, or, in lieu thereof, City shall provide ParkMobile with a tax exemption certificate issued by the appropriate taxing authority. 4.3. Billing Disputes. The City shall not be entitled to suspend payment of any disputed invoices. Any disputes must be submitted to ParkMobile in writing and with an explanation of the reason for the dispute,within forty-five(45)days. In the event that any payment dispute is resolved in favor of the City, ParkMobile shall credit City on the immediately subsequent invoice issued to City. 4.4. Expenses. Except as otherwise provided herein, ParkMobile shall not charge the City any costs for the integration of its system(s) or for the management of the project and the Services. 5 13 Contract no.23-051-01 ParkMobile shall charge the City for ordinary, necessary and reasonable third party costs only on direct cost basis and only after the prior written approval of the City. 4.5 Merchant of Record for Prepayment Method. For any fees collected by Parkmobile via prepaid cards, Google Pay, Apple Pay PayPal or a similar prepayment application, the parties designate ParkMobile as the merchant of record. On a monthly basis, ParkMobile shall provide the City a report of all transaction fees collected on their behalf and issue a reimbursement check to the City. All fees paid under this Section 4.5 shall be paid to the City no later than 45days after invoice. 4.6 Invoices. ParkMobile will issue invoices to the City on a monthly basis for all fees due to ParkMobile under this Agreement. All payments due under this Agreement shall be paid within thirty(45)days of the invoice date, All invoices shall include a detailed description of the Services (or portion thereof)provided. All invoices submitted to the City shall be submitted to the following address: Accounts Payable: Pavables(a7miamibeachfl.gov SECTION 5 TERMINATION 5.1 TERMINATION FOR CAUSE BY THE CITY a. If either party shall fail to fulfill or otherwise violate any of the covenants, agreements, or stipulations in this Agreement, and such material breach remains uncorrected for thirty(30)days after receipt of notice by the other party, the other party shall thereupon have the right to terminate the Agreement by giving thirty (30) days' written notice to the other party of such termination. If the breaching party fails to cure in that 30-day period or the breach is incapable of cure, then the Agreement shall so terminate. b. In that event, the City shall compensate ParkMobile in accordance with the Agreement for all Services performed by ParkMobile prior to termination, net of any costs incurred by the City as a consequence of the default. c. Notwithstanding the above, neither party shall be relieved of liability to the other party for damages sustained by virtue of any breach of the Agreement 5.2 TERMINATION FOR CONVENIENCE OF THE CITY THE CITY MAY ALSO,THROUGH ITS CITY MANAGER,AND FOR ITS CONVENIENCE AND WITHOUT CAUSE, TERMINATE THIS AGREEMENT AND THE SERVICES THEN REMAINING TO BE PERFORMED AT ANY TIME WITHOUT CAUSE BY GIVING WRITTEN NOTICE TO PARKMOBILE OF SUCH TERMINATION, WHICH SHALL BECOME EFFECTIVE THIRTY (30) DAYS FOLLOWING RECEIPT BY PARKMOBILE OF SUCH NOTICE. IF THE AGREEMENT IS TERMINATED BY THE CITY AS PROVIDED IN THIS SECTION, THE CITY SHALL COMPENSATE PARKMOBILE IN ACCORDANCE WITH THE AGREEMENT FOR ALL SERVICES ACTUALLY PERFORMED BY PARKMOBILE PRIOR TO TERMINATION. NO COMPENSATION SHALL BE DUE TO PARKMOBILE FOR ANY PROFITS THAT PARKMOBILE EXPECTED TO EARN ON THE BALANCE OF THE AGREEMENT. SUCH PAYMENTS 6 • 14 Contract no.23-051-01 SHALL BE THE TOTAL EXTENT OF THE CITY'S LIABILITY TO PARKMOBILE UPON A TERMINATION AS PROVIDED FOR IN THIS SECTION. ADDITIONALLY, IN THE EVENT OF A PUBLIC HEALTH, WELFARE, OR SAFETY CONCERN, AS DETERMINED BY THE CITY MANAGER, IN THE CITY MANAGER'S SOLE DISCRETION, THE CITY MANAGER, PURSUANT TO A VERBAL OR WRITTEN NOTIFICATION TO THE VENDOR, MAY IMMEDIATELY SUSPEND THE SERVICES UNDER THIS AGREEMENT FOR A TIME CERTAIN, OR IN THE ALTERNATIVE, TERMINATE THIS AGREEMENT ON A GIVEN DATE. 5.3 TERMINATION FOR CAUSE BY PARKMOBILE ParkMobile may terminate its performance under this Agreement only if the City defaults and fails to cure the default within forty-five(45)days of receiving written notice of a notice of default delivered pursuant to Section. Default by the City occurs if the City fails to perform one or more of its material duties under this Agreement. If a default occurs and ParkMobile wishes to terminate the Agreement, then ParkMobile must deliver a written notice to the City describing the default and the proposed termination date. The date must be at least thirty (30) days after the City receives notice. ParkMobile, at its sole option, may extend the proposed termination date to a later date. If the City cures the default before the proposed termination date, then the proposed termination is ineffective. If the City does not cure the default before the proposed termination date, then ParkMobile may terminate its performance under this Agreement on the termination date. 5.4 TERMINATION FOR INSOLVENCY Should ParkMobile (i) make a general assignment for the benefit of creditors; (ii) institute liquidation proceedings or proceedings to be adjudicated as voluntarily bankrupt; (iii)consent to the filing of a petition of bankruptcy against it; (iv) be adjudicated by a court of competent jurisdiction as being bankrupt or insolvent; (v) seek reorganization under any bankruptcy act; (vi) consent to the filing of a petition seeking such reorganization; or(vii)have a decree entered against it by a court of competent jurisdiction appointing a receiver, liquidator, trustee, or assignee in bankruptcy or in an insolvency covering all or substantially all of such party's property or providing for the liquidation or dissolution of such party's property or business affairs; then, in any such event, the City party, at its option and without prior notice, may terminate this Agreement effective immediately. In such event, the rights and obligations for the parties shall be the same as provided for in Section 5.5. 5.5 EFFECT OF TERMINATION a. Upon termination or expiration of this Agreement, (i) the City shall pay to ParkMobile any portion of the Fees then accrued and properly payable under this Agreement; (ii) City shall promptly return to ParkMobile all materials in its possession with the performance of the Services hereunder; and (iii) City shall discontinue all use of the Platform and intellectual property of ParkMobile. b. Notwithstanding the exercise by any party of its rights under this Article 5, no termination of this Agreement shall relieve either party of its liability for the payment or performance of any obligation accrued prior to the termination date (including any indemnification obligation arising 7 15 Contract no.23-051-01 hereunder, whether or not notice of such indemnification claim has been given before such termination, or of any rights or obligations under any other provisions, which, by their meaning or content, are intended to survive the termination hereof). SECTION 6 INDEMNIFICATION AND INSURANCE REQUIREMENTS 6.1 INDEMNIFICATION • • Each party agrees to indemnify, defend and hold harmless (the "Indemnifying Party") the other party and its officers, employees, agents, and contractors (the "Indemnified Party"), from and against any and all actions(whether at law or in equity), claims, liabilities, losses, and expenses, including, but not limited to, attorneys' fees and costs, for personal, economic or bodily injury, wrongful death, loss of or damage to property, which may arise or be alleged to have arisen from the negligent acts, errors, omissions or other wrongful conduct of the Indemnifying Party, its officers, employees, agents, contractors, or any other person or entity acting under Indemnifying Party control or supervision, in connection with, related to, or as a result of the Indemnifying Party performance under this Agreement. To that extent, the Indemnifying Party shall pay all such claims and losses and shall pay all such costs and judgments which may be issued from any lawsuit arising from such claims and losses, and shall pay all costs and attorney's fees expended by the Indemnified Party in the defense of such claims and losses, including appeals. The Indemnifying Party expressly understands and agrees that any insurance protection required by this Agreement or otherwise provided by the Indemnifying Party shall in no way limit the Indemnifying Party's responsibility to indemnify, keep, and save harmless and defend the Indemnified Party or its officers, employees, agents, and instrumentalities as herein provided. 6.2 INSURANCE REQUIREMENTS The Vendor shall maintain the below-required insurance in effect prior to awarding the agreement and for the duration of the agreement. The maintenance of proper insurance coverage is a material element of the agreement and failure to maintain or renew coverage may be treated as a material breach of the contract,which could result in termination of the Agreement. A. Worker's Compensation Insurance for all employees of the vendor as required by Florida Statute 440, and Employer Liability Insurance for bodily injury or disease. Should the Vendor be exempt from this Statute, the Vendor and each employee shall hold the City harmless from any injury incurred during the performance of the Contract. The exempt Vendor shall also submit(i)a written statement detailing the number of employees and that they are not required to carry Workers' Compensation insurance and do not anticipate hiring any additional employees during the term of this contract or(ii)a copy of a Certificate of Exemption. B. Commercial General Liability Insurance on an occurrence basis, including products and completed operations, property damage, bodily injury, and personal & advertising injury with limits no less than $1,000,000 per occurrence, and $2,000,000 general aggregate. C. Automobile Liability Insurance covering any automobile, if the vendor has no owned automobiles, then coverage for hired and non-owned automobiles, with a limit no less than $1,000,000 combined per accident for bodily injury and property damage. 8 16 Contract no.23-051-01 D. Umbrella Liability Insurance in an amount no less than $5,000,000 per occurrence. The umbrella coverage must be as broad as the primary General Liability coverage. Additional Insured — City of Miami Beach must be included by endorsement as an additional insured with respect to all liability policies (except Professional Liability and Workers' Compensation) arising out of work or operations performed on behalf of the Vendor including materials, parts, or equipment furnished in connection with such work or operations and automobiles owned, leased, hired or borrowed in the form of an endorsement to the Vendor's insurance. Notice of Cancellation—Each insurance policy required above shall provide that coverage shall not be cancelled, except with notice to the City of Miami Beach do EXIGIS Insurance Compliance Services. Waiver of Subrogation —Vendor agrees to obtain any endorsement that may be necessary to affect the waiver of subrogation on the coverages required. However, this provision applies regardless of whether the City has received a waiver of subrogation endorsement from the insurer. Acceptability of Insurers — Insurance must be placed with insurers with a current A.M. Best rating of A:VII or higher. If not rated, exceptions may be made for members of the Florida Insurance Funds (i.e. FWCIGA, FAJUA). Carriers may also be considered if they are licensed and authorized to do insurance business in the State of Florida_ Verification of Coverage—Vendor shall furnish the City with original certificates and amendatory endorsements, or copies of the applicable insurance language, effecting coverage required by this contract. All certificates and endorsements are to be received and approved by the City before work commences. However, failure to obtain the required documents prior to the work beginning shall not waive the Vendor's obligation to provide them. The City reserves the right to require complete, certified copies of all required insurance policies, including endorsements, required by these specifications, at any time. CERTIFICATE HOLDER ON ALL COI MUST READ: CITY OF MIAMI BEACH do EXIGIS Insurance Compliance Services P.O. Box 947 Murrieta, CA 92564 Kindly submit all certificates of insurance, endorsements,exemption letters to our servicing agent, EXIGIS, at: Certificates-m lam ibeach( riskworks.corn Special Risks or Circumstances -The City of Miami Beach reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances. Compliance with the foregoing requirements shall not relieve the vendor of his liability and obligation under this section or under any other section of this agreement. 9 17 Contract no.23-051-01 SECTION 7 LITIGATION JURISDICTIONNENUE/JURY TRIAL WAIVER This Agreement shall be construed in accordance with the laws of the State of Florida. This Agreement shall be enforceable in Miami-Dade County, Florida, and if legal action is necessary by either party with respect to the enforcement of any or all of the terms or conditions herein, exclusive venue for the enforcement of same shall lie in Miami-Dade County, Florida. By entering into this Agreement, Vendor and the City expressly waive any rights either party may have to a trial by jury of any civil litigation related to or arising out of this Agreement. SECTION 8 LIMITATION OF CITY'S LIABILITY The City desires to enter into this Agreement only if in so doing the City can place a limit on the City's liability for any cause of action, for money damages due to an alleged breach by the City of this Agreement, so that its liability for any such breach never exceeds one times the total amounts paid to ParkMobile under this agreement in the 12 month period preceding the event giving rise to the claim. Vendor hereby expresses its willingness to enter into this Agreement with Vendor's recovery from the City for any damage action for breach of contract to be limited to a maximum amount of one times the total amounts paid to ParkMobile under this agreement in the 12 month period preceding the event giving rise to the claim. Accordingly, and notwithstanding any other term or condition of this Agreement, Vendor hereby agrees that the City shall not be liable to the Vendor for damages in an amount in excess of one times the total amounts paid to ParkMobile under this agreement in the 12 month period preceding the event giving rise to the claim for any action or claim for breach of contract arising out of the performance or non-performance of any obligations imposed upon the City by this Agreement. Nothing contained in this section or elsewhere in this Agreement is in any way intended to be a waiver of the limitation placed upon the City's liability, as set forth in Section 768.28, Florida Statutes. In no event shall any party be liable for consequential, special, indirect or incidental damages, including but not limited to any damages resulting from loss of use or profits arising out of or in connection with this agreement, whether in an action based on contract, tort (including negligence)or any other legal theory,even if the party has been advised of the possibility of such damages. SECTION 9 DUTY OF CARE/COMPLIANCE WITH APPLICABLE LAWS/PATENT RIGHTS; COPYRIGHT; AND CONFIDENTIAL FINDINGS 9.1 DUTY OF CARE With respect to the performance of the Services contemplated herein, Vendor shall exercise that degree of skill, care, efficiency and diligence normally exercised by reasonable persons and/or recognized professionals with respect to the performance of comparable work and/or services. 10 18 Contract no.23-051-01 9.2 COMPLIANCE WITH APPLICABLE LAWS In its performance of the Services, Vendor shall comply with all applicable laws, ordinances, and regulations of the City, Miami-Dade County, the State of Florida, and the federal government, as applicable. 9.3 PATENT RIGHTS; COPYRIGHT; CONFIDENTIAL FINDINGS a. ParkMobile agrees to defend and indemnify City for all losses, costs and damages resulting from a claim and/or determination that the Services as supplied to the City infringe any United States patent rights, copyrights or trademarks provided that: City promptly notifies ParkMobile in writing upon City becoming aware of the existence of any such suit, action, proceeding or threat; allows ParkMobile sole control of the defense and/or settlement thereof; provides such reasonable cooperation as ParkMobile may require; and, makes no admissions or other statements which may be prejudicial to ParkMobile. In no event shall City consent to any judgment or decree or do any other act in corn promise of any such claim without ParkMobile's express prior written consent. In no event will ParkMobile be liable for the payment of any amount agreed to in settlement without its express consent. b. In the event that the City is enjoined from its use of the Services due to a proceeding based upon the infringement of patent, copyright or trademark in the United States, ParkMobile shall, at its option, either: i. promptly render the Services non-infringing and capable of providing services as intended; or ii. procure for City and its customers the right to continue using the Services; or iii. replace the Services with non-infringing goods; or iv. remove the Services and refund any expense of the City. c. ParkMobile shall have no liability in respect of any claim based upon: i. use, operation or combination of the Services with software, hardware, data, or equipment not supplied by ParkMobile if such infringement would have been avoided but for such use, operation or combination; or ii. use of the Services other than in accordance with ParkMobile's specifications if such infringement would have been avoided but for use of the Services not in accordance with ParkMobile specifications; or iii. Services that have been modified by any party other than DPT if such infringement would have been avoided but for such modification. d. Neither party will disclose the other party's or its affiliates' confidential or proprietary information, including Transaction Data and User Profile Data ("Confidential Information") (including the terms of this Agreement and any information provided by the other party that is confidentially maintained or proprietary or which derives value from not being generally known to persons who can obtain economic value from its disclosure or use or that a reasonable person would consider confidential, given the context) except: 11 19 Contract no.23-051-01 i. with the other party's consent; ii. to employees, agents and contractors who have a need to know in the discharge of their duties and who are subject to a contractual obligation to keep such information confidential that is at least as restrictive as this Agreement; or iii. when required to do so by law or by any binding rule, order or request. For purposes of this Section 9, the parties agree that confidential or proprietary information does not include any information that is: i. already known to the receiving party at the time of disclosure hereunder(other than from the other party or its affiliates) as demonstrated by its written records; ii. now or hereafter becomes publicly known other than through acts or omissions of the receiving party, or anyone to whom the receiving party disclosed such information; iii. disclosed to the receiving party, by a third party, under no obligation of confidentiality to the disclosing party or any other party; or iv. independently developed by the receiving party without reliance on the confidential information of the disclosing party as shown by its written records. Each party shall exercise reasonable commercial care in protecting the confidentiality of the other party's confidential information disclosed to it. The parties agree that an actual or threatened breach of this provision would result in irreparable harm to the party whose confidential information would be disclosed in breach, and shall entitle that party to temporary or permanent injunctive relief without proof of actual damages. SECTION 10 GENERAL PROVISIONS 10.1 AUDIT AND INSPECTIONS Upon reasonable verbal or written notice to Vendor, and at any time during normal business hours (i.e. 9AM—5PM, Monday through Fridays, excluding nationally recognized holidays), and as often as the City Manager may, in his/her reasonable discretion and judgment, deem necessary, there shall be made available to the City Manager at ParkMobile's headquarters, and/or such representatives as the City Manager may deem to act on the City's behalf, to audit, examine, and/ or inspect, any and all other documents and/or records relating to all matters covered by this Agreement. Vendor shall maintain any and all such records at its place of business at the address set forth in the"Notices" section of this Agreement. 10.2 INSPECTOR GENERAL AUDIT RIGHTS (A) Pursuant to Section 2-256 of the Code of the City of Miami Beach,the City has established the Office of the Inspector General which may,on a random basis, perform reviews, audits, inspections and investigations on all City contracts, throughout the duration of said contracts. This random audit is separate and distinct from any other audit performed by or on behalf of the City. 12 20 Contract no.23-051-01 (B) The Office of the Inspector General is authorized to investigate City affairs and empowered to review past, present and proposed City programs, accounts, records, contracts and transactions. In addition, the Inspector General has the power to subpoena witnesses, administer oaths, require the production of witnesses and monitor City projects and programs. Monitoring of an existing City project or program may include a report concerning whether the project is on time, within budget and in conformance with the contract documents and applicable law. The Inspector General shall have the power to audit, investigate,monitor,oversee, inspect and review operations, activities, performance and procurement process including but not limited to project design, bid specifications, (bid/proposal) submittals, activities of the Vendor, its officers, agents and employees, lobbyists, City staff and elected officials to ensure compliance with the contract documents and to detect fraud and corruption. Pursuant to Section 2-378 of the City Code, the City is allocating a percentage of its overall annual contract expenditures to fund the activities and operations of the Office of Inspector General. (C) Upon ten (10) business days written notice to the Vendor, the Vendor shall make all requested records and documents available to the Inspector General for inspection and copying. The Inspector General is empowered to retain the services of independent private sector auditors to audit, investigate, monitor, oversee, inspect and review operations activities, performance and procurement process including but not limited to project design, bid specifications, (bid/proposal) submittals, activities of the Vendor its officers, agents and employees, lobbyists, City staff and elected officials to ensure compliance with the contract documents and to detect fraud and corruption. (D) The Inspector General shall have the right to inspect and copy all documents and records in the Vendor's possession, custody or control which in the Inspector General's sole judgment, pertain to performance of the contract,except to the extent such records contain personally identifiable information, including, but not limited to original estimate files, change order estimate files, worksheets, proposals and agreements from and with successful subcontractors and suppliers, all project-related correspondence, memoranda, instructions, financial documents, construction documents, (bid/proposal) and contract documents, back-change documents, all documents and records which involve cash, trade or volume discounts, insurance proceeds, rebates, or dividends received, payroll and personnel records and supporting documentation for the aforesaid documents and records. (E) The Vendor shall make available at its office at all reasonable times the records, materials, and other evidence regarding the acquisition (bid preparation) and performance of this Agreement,for examination,audit,or reproduction, until three(3)years after final payment under this Agreement or for any longer period required by statute or by other clauses of this Agreement. In addition: 13 21 • Contract no.23-051-01 If this Agreement is completely or partially terminated, the Vendor shall make available records relating to the work terminated until three (3) years after any resulting final termination settlement; and ii. The Vendor shall make available records relating to appeals or to litigation or the settlement of claims arising under or relating to this Agreement until such appeals, litigation, or claims are finally resolved. (F) The provisions in this section shall apply to the Vendor, its officers, agents, employees, subcontractors and suppliers. The Vendor shall incorporate the provisions in this section in all subcontracts and all other agreements executed by the Vendor in connection with the performance of this Agreement. (G) Nothing in this section shall impair any independent right to the City to conduct audits or investigative activities. The provisions of this section are neither intended nor shall they be construed to impose any liability on the City by the Vendor or third parties. 10.3 ASSIGNMENT,TRANSFER OR SUBCONSULTING With the exception of an assignment to ParkMobile's parent company, Vendor shall not subcontract, assign, or transfer all or any portion of any work and/or service under this Agreement without the prior written consent of the City Manager, which consent, if given at all, shall be in the Manager's sole judgment and discretion. Neither this Agreement, nor any term or provision hereof, or right hereunder, shall be assignable unless as approved pursuant to this section, and any attempt to make such assignment(unless approved)shall be void. 10.4 PUBLIC ENTITY CRIMES Prior to commencement of the Services, the Vendor shall file a State of Florida Form PUR 7068, Sworn Statement under Section 287.133(3)(a) Florida Statute on Public Entity Crimes with the City's Procurement Division. 10.5 NO DISCRIMINATION In connection with the performance of the Services, the Vendor shall not exclude from participation in, deny the benefits of, or subject to discrimination anyone on the grounds of race, color, national origin, sex, age, disability, religion, income or family status. Additionally, Vendor shall comply fully with the City of Miami Beach Human Rights Ordinance, codified in Chapter 62 of the City Code, as may be amended from time to time, prohibiting discrimination in employment, housing, public accommodations, and public services on account of actual or perceived race, color, national origin, religion, sex, intersexuality, gender identity, sexual orientation, marital and familial status, age, disability, ancestry, height, weight, domestic partner status, labor organization membership, familial situation, or political affiliation. 10.6 CONFLICT OF INTEREST Vendor herein agrees to adhere to and be governed by all applicable Miami-Dade County Conflict of Interest Ordinances and Ethics provisions, as set forth in the Miami-Dade County Code, as may be amended from time to time; and by the City of Miami Beach Charter and Code, 14 22 Contract no.23-051-01 as may be amended from time to time; both of which are incorporated by reference as if fully set forth herein. Vendor covenants that it presently has no interest and shall not acquire any interest, directly or indirectly, which could conflict in any manner or degree with the performance of the Services. Vendor further covenants that in the performance of this Agreement, Vendor shall not employ any person having any such interest. No member of or delegate to the Congress of the United States shall be admitted to any share or part of this Agreement or to any benefits arising therefrom. 10.7 VENDOR'S COMPLIANCE WITH FLORIDA PUBLIC RECORDS LAW (A) Vendor shall comply with Florida Public Records law under Chapter 119, Florida Statutes, as may be amended from time to time. (B) The term "public records" shall have the meaning set forth in Section 119.011(12), which means all documents, papers, letters, maps, books, tapes, photographs, films, sound recordings, data processing software, or other material, regardless of the physical form, characteristics, or means of transmission, made or received pursuant to law or ordinance or in connection with the transaction of official business of the City. (C) Pursuant to Section 119.0701 of the Florida Statutes, if the Vendor meets the definition of "Contractor"as defined in Section 119.0701(1)(a), the Vendor shall: (1) Keep and maintain public records required by the City to perform the service; (2) Upon request from the City's custodian of public records, provide the City with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in Chapter 119, Florida Statutes or as otherwise provided by law; (3) Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed, except as authorized by law, for the duration of the contract term and following completion of the Agreement if the Vendor does not transfer the records to the City; (4) Upon completion of the Agreement, transfer, at no cost to the City, all public records in possession of the Vendor or keep and maintain public records required by the City to perform the service. If the Vendor transfers all public records to the City upon completion of the Agreement, the Vendor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Vendor keeps and maintains public records upon completion of the Agreement, the Vendor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the City, upon request from the City's custodian of public records, in a format that is compatible with the information technology systems of the City. (D) REQUEST FOR RECORDS; NONCOMPLIANCE. (1) A request to inspect or copy public records relating to the City's contract for services must be made directly to the City. If the City does not possess the requested records, the City shall immediately notify the Vendor of the request,and the Vendor must provide the records to the City or allow the records to be inspected or copied within a reasonable time. 15 23 Contract no.23-051-01 (2) Vendor's failure to comply with the City's request for records shall constitute a breach of this Agreement, and the City, at its sole discretion, may: (1) unilaterally terminate the Agreement; (2) avail itself of the remedies set forth under the Agreement; and/or(3)avail itself of any available remedies at law or in equity. (3) A Vendor who fails to provide the public records to the City within a reasonable time may be subject to penalties under s. 119.10. (E) CIVIL ACTION. (1) If a civil action is filed against a Vendor to compel production of public records relating to the City's contract for services, the court shall assess and award against the Vendor the reasonable costs of enforcement, including reasonable attorneys' fees, if: a. The court determines that the Vendor unlawfully refused to comply with the public records request within a reasonable time; and b. At least 8 business days before filing the action, the plaintiff provided written notice of the public records request, including a statement that the Vendor has not complied with the request, to the City and to the Vendor. (2) A notice complies with subparagraph (1)(b) if it is sent to the City's custodian of public records and to the Vendor at the Vendor's address listed on its contract with the City or to the Vendor's registered agent.Such notices must be sent by common carrier delivery service or by registered, Global Express Guaranteed, or certified mail, with postage or shipping paid by the sender and with evidence of delivery, which may be in an electronic format. (3) A Vendor who complies with a public records request within 8 business days after the notice is sent is not liable for the reasonable costs of enforcement. (F) IF THE VENDOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE VENDOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT: CITY OF MIAMI BEACH ATTENTION: RAFAEL E. GRANADO, CITY CLERK 1700 CONVENTION CENTER DRIVE MIAMI BEACH, FLORIDA 33139 E-MAIL: RAFAELGRANADO@MIAMIBEACHFL.GOV PHONE: 305-673-7411 10.8 FORCE MAJEURE (A) A "Force Majeure" event is an event that (i) in fact causes a delay in the performance of the Vendor or the City's obligations under the Agreement, and (ii) is beyond the reasonable control of such party unable to perform the obligation, and (iii)is not due to an intentional act, error, omission, or negligence of such party, and (iv) could not have reasonably been foreseen and prepared for by such party at any time prior to the occurrence of the event. Subject to the foregoing criteria, Force Majeure may include 16 24 Contract no.23-051-01 events such as war, civil insurrection, riot, fires, epidemics, pandemics, terrorism, sabotage, explosions, embargo restrictions, quarantine restrictions, transportation accidents, strikes, strong hurricanes or tornadoes, earthquakes, or other acts of God which prevent performance. Force Majeure shall not include technological impossibility, inclement weather, or failure to secure any of the required permits pursuant to the Agreement. (B) If the City or Vendor's performance of its contractual obligations is prevented or delayed by an event believed by to be Force Majeure, such party shall immediately, upon learning of the occurrence of the event or of the commencement of any such delay, but in any case within fifteen (15) business days thereof, provide notice: (i) of the occurrence of event of Force Majeure, (ii)of the nature of the event and the cause thereof, (iii) of the anticipated impact on the Agreement, (iv)of the anticipated period of the delay, and (v)of what course of action such party plans to take in order to mitigate the detrimental effects of the event. The timely delivery of the notice of the occurrence of a Force Majeure event is a condition precedent to allowance of any relief pursuant to this section; however, receipt of such notice shall not constitute acceptance that the event claimed to be a Force Majeure event is in fact Force Majeure, and the burden of proof of the occurrence of a Force Majeure event shall be on the requesting party. (C) No party hereto shall be liable for its failure to carry out its obligations under the Agreement during a period when such party is rendered unable, in whole or in part, by Force Majeure to carry out such obligations. The suspension of any of the obligations under this Agreement due to a Force Majeure event shall be of no greater scope and no longer duration than is required. The party shall use its reasonable best efforts to continue to perform its obligations hereunder to the extent such obligations are not affected or are only partially affected by the Force Majeure event, and to correct or cure the event or condition excusing performance and otherwise to remedy its inability to perform to the extent its inability to perform is the direct result of the Force Majeure event with all reasonable dispatch. (D) Obligations pursuant to the Agreement that arose before the occurrence of a Force Majeure event, causing the suspension of performance, shall not be excused as a result of such occurrence unless such occurrence makes such performance not reasonably possible. The obligation to pay money in a timely manner for obligations and liabilities which matured prior to the occurrence of a Force Majeure event shall not be subject to the Force Majeure provisions. (E) Notwithstanding any other provision to the contrary herein, in the event of a Force Majeure occurrence, the City may, at the sole discretion of the City Manager, suspend the City's payment obligations under the Agreement, and may take such action without regard to the notice requirements herein. Additionally, in the event that an event of Force Majeure delays a party's performance under the Agreement for a time period greater than thirty (30) days, the City may, at the sole discretion of the City Manager, terminate the Agreement on a given date, by giving written notice to Vendor of such termination. If the Agreement is terminated pursuant to this section, Vendor shall be paid for any Services satisfactorily performed up to the date of termination; following which the City shall be discharged from any and all liabilities, duties, and terms arising out of, or by virtue of, this Agreement. In no event will any condition of Force Majeure extend this Agreement beyond its stated term. 17 25 Contract no.23-051-01 10.9 E-VERIFY (A) Vendor shall comply with Section 448.095, Florida Statutes, "Employment Eligibility" ('E- Verify Statute"), as may be amended from time to time. Pursuant to the E-Verify Statute, commencing on January 1, 2021, Vendor shall register with and use the E-Verify system to verify the work authorization status of all newly hired employees during the Term of the Agreement. Additionally, Vendor shall expressly require any subcontractor performing work or providing services pursuant to the Agreement to likewise utilize the U.S. Department of Homeland Security's E-Verify system to verify the employment eligibility of all new employees hired by the subcontractor during the contract Term. If Vendor enters into a contract with an approved subcontractor,the subcontractor must provide the Vendor with an affidavit stating that the subcontractor does not employ, contract with, or subcontract with an unauthorized alien. Vendor shall maintain a copy of such affidavit for the duration of the Agreement or such other extended period as may be required under this Agreement. (B) TERMINATION RIGHTS. (1) If the City has a good faith belief that Vendor has knowingly violated Section 448.09(1), Florida Statutes, the City shall terminate this Agreement with Vendor for cause, and the City shall thereafter have or owe no further obligation or liability to Vendor. (2) if the City has a good faith belief that a subcontractor has knowingly violated the foregoing Subsection 10.9(A), but the Vendor otherwise complied with such subsection, the City will promptly notify the Vendor and order the Vendor to immediately terminate the Agreement with the subcontractor. Vendor's failure to terminate a subcontractor shall be an event of default under this Agreement, entitling City to terminate the Vendor's contract for cause. (3) A contract terminated under the foregoing Subsection (B)(1) or (B)(2) is not in breach of contract and may not be considered as such. (4) The City or Vendor or a subcontractor may file an action with the Circuit or County Court to challenge a termination under the foregoing Subsection (B)(1) or (B)(2) no later than 20 calendar days after the date on which the contract was terminated. (5) If the City terminates the Agreement with Vendor under the foregoing Subsection (B)(1), Vendor may not be awarded a public contract for at least 1 year after the date of termination of this Agreement. (6) Vendor is liable for any additional costs incurred by the City as a result of the termination of this Agreement under this Section 10.9. 10.10 TRADEMARKS; PROMOTION MATERIALS Parkmobile hereby grants the City a non-transferable, non-sublicensable, non-exclusive license to use its name and trademarks, without modification unless approved by Parkmobile, solely in connection with the City's marketing and use of the Services in the City facilities. 10.11 STATUS MEETINGS On periodic basis, but not less than quarterly, upon request, an appropriate representative of each party shall conduct a joint meeting to discuss the status of the Services, as well as to answer questions, gather information and resolve disputes that may occur from time to time. It is the expectation of the parties that the representatives of the parties shall communicate directly with 18 26 Contract no.23-051-01 one another and work directly with one another to ensure that all Services provided hereunder are completed on a timely and complete basis. All meetings pursuant to this Section 10.11 may be face to face, video or telephonic meetings as may be agreed upon by the parties. Each party shall bear its own costs of attending or participating in such meetings. 10.12 SIGNAGE ParkMobile shall, at no cost to the City, coordinate with PayByPhone to design, procure, and deliver ail signage for the Parking Locations, including any signage necessary to replace outdated signage placed at a Parking Location under a previous agreement. All signage shall include information for both the City's other mobile parking payment provider, PayByPhone, and ParkMobile equally. ParkMobile and PayByPhone shall coordinate the production of the Signage and shall secure the prior written approval of the City. Upon receiving approval from the City, ParkMobile and PayByPhone shall produce and deliver all Signage to the City. The City shall be responsible for the costs of all subsequent Signage for go-live or additional phase areas.The City is responsible for the installation of all signs and decals. The number of signs included for a Parking Location shall be mutually agreed upon by the City, PayByPhone, and ParkMobile for each Parking Location. SECTION 11 NOTICES Until changed by notice, in writing, all such notices and communications shall be addressed as follows: TO VENDOR: ParkMobile, LLC 1100 Spring Street Northwest, Suite 200 Atlanta, GA 30309 Attn: Brooke Krieger For legal notices: With a copy to ParkMobile's Legal Department at the above address and to legal-notices cni parkmobile.io TO CITY: City of Miami Beach, Parking Department CIO Parking Director 1755 Meridian Avenue, 2nd Floor Miami Beach, Florida 33139 MonicaBeltran(a�miamibeachfl.gov All notices mailed electronically to either party shall be deemed to be sufficiently transmitted. SECTION 12 MISCELLANEOUS PROVISIONS 12.1 CHANGES AND ADDITIONS This Agreement cannot be modified or amended without the express written consent of the parties. No modification, amendment, or alteration of the terms or conditions contained herein 19 27 Contract no.23-051-01 shall be effective unless contained in a written document executed with the same formality and of equal dignity herewith. In the event Client wishes to add new Parking Locations in addition to the Initial Parking Locations (the "Additional Parking Locations") or to add parking spaces to an existing Parking Location, the amendment will be effective against both parties if it is in the form of email between implementation personnel of the parties and, effective the date of such email, the Appendix A will be read to include these Additional Parking Locations or parking spaces. 12.2 SEVERABILITY If any term or provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall not be affected and every other term and provision of this Agreement shall be valid and be enforced to the fullest extent permitted by law. 12.3 WAIVER OF BREACH A party's failure to enforce any provision of this Agreement shall not be deemed a waiver of such provision or modification of this Agreement. A party's waiver of any breach of a provision of this Agreement shall not be deemed a waiver of any subsequent breach and shall not be construed to be a modification of the terms of this Agreement. 12.4 JOINT PREPARATION The parties hereto acknowledge that they have sought and received whatever competent advice and counsel as was necessary for them to form a full and complete understanding of all rights and obligations herein and that the preparation of this Agreement has been a joint effort of the parties,the language has been agreed to by parties to express their mutual intent and the resulting document shall not, solely as a matter of judicial construction, be construed more severely against one of the parties than the other. 12.5 REPRESENTATIONS and WARRANTIES Each of ParkMobile and City hereby represents,warrants, and covenants to the other party hereto as follows: (a) It is duly organized and validly existing under the laws of the state of its incorporation and has full power and authority to carry on its business as it is now being conducted and to own and operate its properties and assets; (b) The execution, delivery and performance of this Agreement by such party has been duly authorized by all requisite corporate or limited liability company action, as applicable; (c) It has the power and authority to execute and deliver this Agreement and to perform its obligations hereunder; and (d) The execution, delivery and performance by it of this Agreement and its compliance with the terms and provisions hereof do not and will not conflict with or result in a breach of any of the terms or provisions of or constitute a default under the provisions of its charter documents or bylaws, or any order,writ, injunction or decree of any court or governmental authority entered against it or by which any of its property is bound. 20 28 Contract no.23-051-01 12.6 DISCLAIMER OF WARRANTIES THE SERVICES ARE PROVIDED "AS IS" AND WITH ALL FAULTS RELATED TO ANY THIRD PARTY HARDWARE OR EQUIPMENT AS MAY BE REQUIRED FOR USE OF THE PARKMOBILE SERVICE. PARKMOBILE DOES NOT MAKE ANY REPRESENTATIONS, WARRANTIES OR GUARANTEES, EXPRESS OR IMPLIED, DIRECTLY OR INDIRECTLY, INCLUDNG WITHOUT LIMITATION, ANY WARRANTY OF CONDITION, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF USE WITH RESPECT TO, ARISING OUT OF OR IN CONNECTION WITH ANY THIRD PARTY HARDWARE USED IN CONNECTION WITH THE SERVICES TO BE PERFORMED HEREUNDER BY SUCH PARTY OR THE RESULTS OBTAINED THEREBY. 12.7 ENTIRETY OF AGREEMENT The City and Vendor agree that this is the entire agreement between the parties. This Agreement supersedes all prior negotiations,correspondence,conversations,agreements or understandings applicable to the matters contained herein, and there are no commitments, agreements or understandings concerning the subject matter of this Agreement that are not contained in this document. Title and paragraph headings are for convenient reference and are not intended to confer any rights or obligations upon the parties to this Agreement. [REMAINDER OF THIS PAGE LEFT INTENTIONALLY BLANK] 21 29 Contract no.23-051-01 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their appropriate officials, as of the dale first entered above. FOR CITY: CITY OF MIAMI BEACH, FLORIDA ATTEST: By: Rafael E. Granado, City Clerk Alina T. Hudak, City Manager Date: FOR VENDOR: PARKMOBILE, LLC By: Print Name and Title Date: APPROVED AS TO FORM & LANGUAGE �1& FOR EXECUTION l + N 1 `'� tZ12I12-3 City Attorney Date 22 30 Contract no.23-051-01 EXHIBIT A SERVICE AGREEMENT 23 31 Contract no.23-051-01 EXHIBIT B FEE SCHEDULE ParkMobile shall charge the end user an end-user fee as outlined in the pricing below: Convenience Fee paid by Residents $No Fee Convenience Fee paid by Non-Residents utilizing ParkMobile Wallet $0.30 Convenience Fee paid by Non-Residents without utilizing ParkMobile Wallet $0.35 24 32 ATTACHMENT B Contract no.23-051-02 PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF MIAMI BEACH AND PAYBYPHONE US INC. FOR MOBILE PARKING PAYMENT SYSTEM, PURSUANT TO REQUEST FOR QUALIFICATIONS 2023-051-WG This Professional Services Agreement ("PSA") and the PayByPhone US Inc., Service Agreement ("Service Agreement"), collectively, the "Agreement" is entered into this ("Effective Date"), between the CITY OF MIAMI BEACH, FLORIDA, a municipal corporation organized and existing under the laws of the State of Florida, having its principal offices at 1700 Convention Center Drive, Miami Beach, Florida, 33139(the"City"or"Client"), and PayByPhone US Inc., a Delaware Corporation, whose address is 48 Wall Street, Suite 1100, New York, New York 10005 ("Vendor" or"PayByPhone"). SECTION 1 DEFINITIONS Additional Parking Locations: As defined in Section 12.1 of the Agreement. Agreement: This Professional Services Agreement between the City and Vendor, including any exhibits and amendments thereto and the PayByPhone Service Agreement, collectively the"Agreement". City Manager: The chief administrative officer of the City. City Manager's Designee: The City staff member who is designated by the City Manager to administer this Agreement on behalf of the City.The City Manager's designee shall be the Parking Department Director. Vendor For the purposes of this Agreement, Vendor shall be deemed to be an independent contractor, and not an agent or employee of the City. IP Rights: Any and all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection, or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world. 1 33 Contract no.23-051-02 Parking Locations: The location or locations of City's, on-street parking, off-street parking, reservation parking, parking lots, parking decks, permitted parking, and other facilities where PayByPhone users may park. Platform: Access-controlled mobile and/or web applications, services or interfaces developed, hosted, or managed by, on behalf of, or in partnership with PayByPhone that are made available to Client to administer, configure, manage and/or monitor parking sessions, parking rates, and/or parking restrictions associated with City's Parking Locations. Services: The PayByPhone applications, the Platform and all services, work and actions by the Vendor performed or undertaken pursuant to the Agreement. Convenience Fee: The fee charged to the user by the City, as set forth in Exhibit B, that is non-embedded and on top of the Parking Rate. Parking Rate: The fee charged to the user by the City for use of the parking space. Transaction Fee: The fee charged by the Vendor to the City per Transaction as set forth in Exhibit B. Proposal Documents: Proposal Documents shall mean City of Miami Beach RFQ No. 2023-051- WG for Mobile Parking Payment System, together with all amendments thereto, issued by the City in contemplation of this Agreement RFQ, and the Vendor's proposal in response thereto ("Proposal"), all of which are hereby incorporated and made a part hereof; provided, however,that in the event of an express conflict between the Proposal Documents and this Agreement, the following order of precedent shall prevail: the Professional Services Agreement; the RFQ; the Services Agreement, and the Proposal. Risk Manager: The Risk Manager of the City, with offices at 1700 Convention Center Drive, Third Floor, Miami Beach, Florida 33139; telephone number (305) 673-7000, Ext. 26724; and fax number(305)673-7529. Transaction Data: Information and data collected by the Vendor relating to drivers' parking sessions at the Parking Locations, which may include vehicle license plate, parking session date, time, duration,zone number and amount paid, details of parking fines/violation notices, and parking session details obtained through customer service center. User Profile Data: Any information about or with respect to PayByPhone service users that is not related to parking sessions at the Parking Locations, including without limitation, information provided by users upon registration for a PayByPhone account and data about the user's activity in the PayByPhone account or the PayByPhone applications. 2 34 Contract no.23-051-02 Merchant of Record: Refers to the entity that is authorized to receive customer payments to its merchant account set up with its acquiring bank, including credit card and any digital wallet transactions for Services. SECTION 2 SCOPE OF SERVICES 2.1 In consideration of the Fee to be paid to Vendor by the City, Vendor shall provide the work and services described in Exhibit"A" hereto (the"Services"). Although the Vendor may be provided with a schedule of the available hours to provide its Services,the City shall not control nor have the right to control the hours of the Services performed by the Vendor; where the Services are performed (although the City will provide Vendor with the appropriate location to perform the Services); when the Services are performed, including how many days a week the Services are performed; how the Services are performed, or any other aspect of the actual manner and means of accomplishing the Services provided. Notwithstanding the foregoing, all Services provided by the Vendor shall be performed in accordance with the terms and conditions set forth in Exhibit"A"and to the reasonable satisfaction of the City Manager. If there are any questions regarding the Services to be performed, the Vendor should contact the following person: Monica Beltran, Director, Parking Department 1755 Meridian Avenue, 2n° Floor Miami Beach, Florida 33139 (305) 673-7000 ext. 26863 MonicaBeltran@miamibeachfl.gov 2.2 Vendor's Services, and any deliverables incident thereto, shall be completed in accordance with the timeline and/or schedule in Exhibit C hereto. 2.3 Services Provided by PayByPhone. During the Term (as defined herein), PayByPhone shall perform the services for the City as described in Exhibit A hereof(as amended, modified or supplemented from time to time upon the mutual written agreement of the parties,the"Services"). PayByPhone shall render the Services faithfully and to the best of its ability and in compliance with all applicable laws, Federal, State, and local laws, codes, ordinances, resolutions, administrative policies and procedures and/or rules and regulations, (collectively, "Applicable Laws"), devoting such time as is reasonably necessary to provide the Services. The precise times and manner of the performance of Services shall be as reasonably requested by the City, consistent with a schedule to be reasonably agreed upon from time to time by PayByPhone and the City. In connection with PayByPhone's performance of the Services, and in addition to PayByPhone's compliance with Applicable Laws, PayByPhone shall also be subject to, and agrees to abide by, such applicable policies, procedures, directions and restrictions as the City, in its sole and reasonable discretion, may establish from time to time and as communicated to PayByPhone. PayByPhone shall implement the Services within sixty (60) days of the Effective Date of this Agreement. The City acknowledges and agrees that PayByPhone is not liable or responsible for any delay in the implementation of the Services that is caused by any act or event outside the direct control of PayByPhone, including, but not limited to, a third party delaying integration set up. 3 35 Contract no.23-051-02 If the City requires additional work and/or services that are not included in this Agreement, PayByPhone and the City shall negotiate such additional work and/or services, mutually agree on the amount of additional compensation, and memorialize the terms in a written amendment to this Agreement. 2.4 Help and Support. PayByPhone agrees to use its reasonable efforts to assist the City with any technical support that the City may reasonably require in relation to using the Services. In furtherance of the foregoing, PayByPhone agrees to provide the City with preventative maintenance, corrective maintenance,adaptive maintenance for the Platform and will provide City administrative staff email and telephone support with respect to the Services between 7 am to 4 pm EST, Monday to Friday. Each of PayByPhone and the City shall promptly notify the other of • any errors or interruptions that arise during the City's use of PayByPhone's software or the Services hereunder. 2.5 Errors and Corrections. In the event of any errors or interruptions in the Services, PayByPhone's sole and exclusive obligation shall be to use reasonable efforts to repair or restore that portion of the Services as promptly as possible. Repair may take the form, at the option of PayByPhone, as the case may be, of: (i) corrected software applicable to the Services; (ii) corrected materials in hard copy or electronic form, describing the use and operation of the software applicable to the Services, including any manuals and programming tools; (iii) instructions or procedures to bypass the problem until a more permanent correction can be implemented; or(iv)correction/clarification of the functional definition of the Services. 2.6 Publicity of Services. All brochures and promotional materials to be distributed by PayByPhone and the City in connection with the Services shall be in a form mutually agreed upon by the parties. 2.7 Authority of Parties; Cooperation. Each party acknowledges and agrees that it has no authority to act on behalf of the other party other than as set forth in this Agreement or to enter into any contract or to incur any liability on behalf of the other party, except with prior written consent of an authorized officer of such party. Each party covenants that it shall not at any time represent, either orally or in writing, that it has any right, power, or authority with respect to the other party not expressly granted to the other party by such party. Each party shall reasonably cooperate with the other party to permit such party to perform its duties and obligations under this Agreement in a timely manner. 2.8 Technology Sublicense. PayByPhone hereby grants the City the nonexclusive, non- transferable, non-sub-licensable,revocable right and sublicense to use any applicable proprietary technology that PayByPhone licenses but does not own and relates to the Services (the "Technology")in connection with the Services.The City shall not use the Technology for any use other than in connection with the Services. The City acknowledges and agrees that (a) PayByPhone shall be its exclusive source of the Technology for the Term; and (b) all Services obtained by the City shall use the Technology as necessary. The City has no interest in or right to use the Technology or any improvements thereto or modifications thereof except as set forth herein. In all instances, the City's use of the Technology shall inure to both party's benefit. During the Term or at any time thereafter, the City shall not commit, or cause any third party to commit, any act challenging, contesting,or impairing or attempting to impair PayByPhone's right, title and interest in and to the Technology or the validity thereof. 4 36 Contract no.23-051-02 2.9 Proposal Documents. Notwithstanding the description of PayByPhone's services and without limitation, PayByPhone shall provide any and all work and services as set forth in, and in accordance to the requirements of, the Proposal Documents (which are attached hereto and are hereby deemed incorporated by reference as if fully set forth herein). SECTION 3 TERM The term of this Agreement("Term")shall commence on the date identified in the notice provided by the City Manager's Designee stating that all initial signage contemplated under Section 10.12 has been installed ("Signage Installation Notice"), and shall have an initial term of Five(5)years, with two(2)additional two-year renewal options,to be exercised at the City Manager's sole option and discretion, by providing Vendor with written notice of same no less than thirty(30) days prior to the expiration of the initial term. Notwithstanding the Term provided herein, Vendor shall adhere to any specific timelines, schedules, dates, and/or performance milestones for completion and delivery of the Services, as same is/are set forth in the timeline and/or schedule referenced in Exhibit C hereto. SECTION 4 FEE 4.1 City shall pay PayByPhone as set forth in Exhibit B and in accordance with Section 4.2. PayByPhone may propose an increase in the Transaction Fees outlined in Exhibit B, not more often than once in a calendar year, to adjust for inflation and any increase in the cost of PayByPhone providing the services to City.All adjustments to the Transaction Fees shall be valid upon the prior written approval of the City Manager or City Manager's Designee. City parking rate structure is varied and includes flat and hourly rates that differ for residents and visitors. However, other rates and/or geographic areas may be added in the future. The rates specified herein shall commence on the date specified in the Signage Installation Notice to Proceed. 4.2. Payment. The City will serve as the Merchant of Record for Parking Rates and any Convenience Fees. PayByPhone shall invoice the City the applicable fees as set forth in Exhibit B. The City will issue a check to pay the Vendor on a monthly basis. Payment is due no later than forty-five (45) days after invoice. Invoices shall include a detailed description of the Services (or portions thereof) provided, and shall be submitted to the City at the following address: Accounts Payable: Payables(a�miamibeachfl.gov 4.3 Taxes. PayByPhone's prices do not include sales, use, revenue or excise taxes, and accordingly, in addition to the price specified herein, the amount of any sales, use,excise or other similar tax applicable to the Services provided hereunder shall be paid by the City, including any taxes applicable on fees paid by the consumer, or, in lieu thereof, City shall provide PayByPhone with a tax exemption certificate issued by the appropriate taxing authority. 4.3. Billing Disputes. The City shall not be entitled to suspend payment of any disputed invoices. Any disputes must be submitted to PayByPhone in writing and with an explanation of the reason for the dispute, within forty-five (45) days. In the event that any payment dispute is 5 37 Contract no.23-051-02 resolved in favor of the City, PayByPhone shall credit City on the immediately subsequent invoice issued to City. 4.4. Expenses. Except as otherwise provided herein, PayByPhone shall not charge the City any costs for one(1) integration of its system(s)-with the City's enforcement software solution, or for the management of the project and the Services. PayByPhone shall charge the City for ordinary, necessary and reasonable third party costs only on direct cost basis and only after the prior written approval of the City. SECTION 5 TERMINATION 5.1 TERMINATION FOR CAUSE BY THE CITY a. if either party shall fail to fulfill or otherwise violate any of the covenants, agreements, or stipulations in this Agreement,and such material breach remains uncorrected for thirty(30)days after receipt of notice by the other party, the other party shall thereupon have the right to terminate the Agreement by giving thirty (30) days' written notice to the other party of such termination. If the breaching party fails to cure in that 30-day period or the breach is incapable of cure, then the Agreement shall so terminate. b. In that event, the City shall compensate PayByPhone in accordance with the Agreement for all Services performed by PayByPhone prior to termination, net of any costs incurred by the City as a consequence of the default. c. Notwithstanding the above, neither party shall be relieved of liability to the other party for damages sustained by the City by virtue of any breach of the Agreement. 5.2 TERMINATION FOR CONVENIENCE OF THE CITY THE CITY MAY ALSO,THROUGH ITS CITY MANAGER,AND FOR ITS CONVENIENCE AND WITHOUT CAUSE, TERMINATE THIS AGREEMENT AND THE SERVICES THEN REMAINING TO BE PERFORMED AT ANY TIME WITHOUT CAUSE BY GIVING WRITTEN NOTICE TO PAYBYPHONE OF SUCH TERMINATION, WHICH SHALL BECOME EFFECTIVE THIRTY (30) DAYS FOLLOWING RECEIPT BY PAYBYPHONE OF SUCH NOTICE. IF THE AGREEMENT IS TERMINATED BY THE CITY AS PROVIDED IN THIS SECTION, THE CITY SHALL COMPENSATE PAYBYPHONE IN ACCORDANCE WITH THE AGREEMENT FOR ALL SERVICES ACTUALLY PERFORMED BY PAYBYPHONE PRIOR TO TERMINATION. NO COMPENSATION SHALL BE DUE TO PAYBYPHONE FOR ANY PROFITS THAT PAYBYPHONE EXPECTED TO EARN ON THE BALANCE OF THE AGREEMENT. SUCH PAYMENTS SHALL BE THE TOTAL EXTENT OF THE CITY'S LIABILITY TO PAYBYPHONE UPON A TERMINATION AS PROVIDED FOR IN THIS SECTION. ADDITIONALLY, IN THE EVENT OF A PUBLIC HEALTH, WELFARE, OR SAFETY CONCERN, AS DETERMINED BY THE CITY MANAGER, IN THE CITY MANAGER'S SOLE DISCRETION, THE CITY MANAGER, PURSUANT TO A VERBAL OR WRITTEN NOTIFICATION TO THE VENDOR, MAY SUSPEND THE SERVICES UNDER THIS AGREEMENT WITH TEN (10) DAYS PRIOR NOTICE TO VENDOR FOR A TIME 6 38 Contract no.23-051-02 CERTAIN, OR IN THE ALTERNATIVE, TERMINATE THIS AGREEMENT ON A GIVEN DATE. 5.3 TERMINATION FOR CAUSE BY PAYBYPHONE PayByPhone may terminate its performance under this Agreement only if the City defaults and fails to cure the default within forty-five(45)days of receiving written notice of a notice of default delivered pursuant to Section. Default by the City occurs if the City fails to perform one or more of its material duties under this Agreement. If a default occurs and PayByPhone wishes to terminate the Agreement, then PayByPhone must deliver a written notice to the City describing the default and the proposed termination date. The date must be at least thirty (30) days after the City receives notice. PayByPhone, at its sole option, may extend the proposed termination date to a later date. If the City cures the default before the proposed termination date, then the proposed termination is ineffective. If the City does not cure the default before the proposed termination date,then PayByPhone may terminate its performance under this Agreement on the termination date. 5.4 TERMINATION FOR INSOLVENCY Should PayByPhone (i) make a general assignment for the benefit of creditors; (ii) institute liquidation proceedings or proceedings to be adjudicated as voluntarily bankrupt; (iii)consent to the filing of a petition of bankruptcy against it; (iv) be adjudicated by a court of competent jurisdiction as being bankrupt or insolvent; (v) seek reorganization under any bankruptcy act; (vi)consent to the filing of a petition seeking such reorganization; or(vii)have a decree entered against it by a court of competent jurisdiction appointing a receiver, liquidator, trustee, or assignee in bankruptcy or in an insolvency covering all or substantially all of such party's property or providing for the liquidation or dissolution of such party's property or business affairs; then, in any such event, the City party, at its option and without prior notice, may terminate this Agreement effective immediately. In such event, the rights and obligations for the parties shall be the same as provided for in Section 5.5. 5.5 EFFECT OF TERMINATION a. Upon termination or expiration of this Agreement, (i) the City shall pay to PayByPhone any portion of the Fees then accrued and properly payable under this Agreement; (ii) City shall promptly return to PayByPhone all materials in its possession with the performance of the Services hereunder; and (iii) City shall discontinue all use of the Technology and intellectual property of PayByPhone. b. Notwithstanding the exercise by any party of its rights under this Article 5, no termination of this Agreement shall relieve either party of its liability for the payment or performance of any obligation accrued prior to the Termination Date(including any indemnification obligation arising hereunder, whether or not notice of such indemnification claim has been given before such termination, or of any rights or obligations under any other provisions, which, by their meaning or content, are intended to survive the termination hereof). 7 39 Contract no.23-051-02 SECTION 6 INDEMNIFICATION AND INSURANCE REQUIREMENTS 6.1 INDEMNIFICATION Each party agrees to indemnify, defend and hold harmless (the "Indemnifying Party") the other party and its officers, employees, agents, and contractors (the "Indemnified Party"), from and against any and all actions(whether at law or in equity), claims, liabilities, losses, and expenses, including, but not limited to, attorneys' fees and costs, for personal, economic or bodily injury, wrongful death, loss of or damage to property, which may arise or be alleged to have arisen from the negligent acts, errors, omissions or other wrongful conduct of the Indemnifying Party, its officers, employees, agents, contractors, or any other person or entity acting under Indemnifying Party control or supervision, in connection with, related to, or as a result of the Indemnifying Party performance under this Agreement. To that extent, the Indemnifying Party shall pay all such claims and losses and shall pay all such costs and judgments which may be issued from any lawsuit arising from such claims and losses, and shall pay all costs and attorney's fees expended by the Indemnified Party in the defense of such claims and losses, including appeals. The Indemnifying Party expressly understands and agrees that any insurance protection required by this Agreement or otherwise provided by the Indemnifying Party shall in no way limit the Indemnifying Party's responsibility to indemnify, keep, and save harmless and defend the Indemnified Party or its officers, employees, agents, and instrumentalities as herein provided. 6.2 INSURANCE REQUIREMENTS The Vendor shall maintain the below-required insurance in effect prior to awarding the agreement and for the duration of the agreement. The maintenance of proper insurance coverage is a material element of the agreement and failure to maintain or renew coverage may be treated as a material breach of the contract,which could result in withholding of payments or termination of the Agreement. A. Worker's Compensation Insurance for all employees of the vendor as required by Florida Statute 440, and Employer Liability Insurance for bodily injury or disease. Should the Vendor be exempt from this Statute, the Vendor and each employee shall hold the City harmless from any injury incurred during the performance of the Contract. The exempt Vendor shall also submit(i)a written statement detailing the number of employees and that they are not required to carry Workers' Compensation insurance and do not anticipate hiring any additional employees during the term of this contract or(ii)a copy of a Certificate of Exemption. B. Commercial General Liability Insurance on an occurrence basis, including products and completed operations, property damage, bodily injury, and personal & advertising injury with limits no less than $1,000,000 per occurrence, and $2,000,000 general aggregate. C. Automobile Liability Insurance covering any automobile, if the vendor has no owned automobiles, then coverage for hired and non-owned automobiles, with a limit no less than $1,000,000 combined per accident for bodily injury and property damage. D. Umbrella Liability Insurance in an amount no less than $5,000,000 per occurrence. The umbrella coverage must be as broad as the primary General Liability coverage. 8 40 Contract no.23-051-02 Additional Insured — City of Miami Beach must be included by endorsement as an additional insured with respect to all commercial general liability policies arising out of work or operations performed on behalf of the Vendor including materials, parts, or equipment furnished in connection with such work or operations and automobiles owned, leased, hired or borrowed in the form of an endorsement to the Vendor's insurance. Notice of Cancellation—Each insurance policy required above shall provide that coverage shall not be cancelled, except with notice to the City of Miami Beach c/o EXIGIS Insurance Compliance Services. Waiver of Subrogation — Vendor agrees to obtain any endorsement that may be necessary to affect the waiver of subrogation on the coverages required. However, this provision applies regardless of whether the City has received a waiver of subrogation endorsement from the insurer. Acceptability of Insurers — Insurance must be placed with insurers with a current A.M. Best rating of A:VII or higher. If not rated, exceptions may be made for members of the Florida Insurance Funds (i.e. FWCIGA, FAJUA). Carriers may also be considered if they are licensed and authorized to do insurance business in the State of Florida. Verification of Coverage—Vendor shall furnish the City with original certificates and amendatory endorsements, or copies of the applicable insurance language, effecting coverage required by this contract. All certificates and endorsements are to be received and approved by the City before work commences. However, failure to obtain the required documents prior to the work beginning shall not waive the Vendor's obligation to provide them. The City reserves the right to require complete, certified copies of all required insurance policies, including endorsements, required by these specifications, at any time. CERTIFICATE HOLDER ON ALL COI MUST READ: CITY OF MIAMI BEACH c/o EXIGIS Insurance Compliance Services P.O. Box 947 Murrieta, CA 92564 Kindly submit all certificates of insurance,endorsements, exemption letters to our servicing agent, EXIGIS, at: Certificates-miamibeach(a�riskworks.com Special Risks or Circumstances -The City of Miami Beach reserves the right to modify these requirements, including limits,based on the nature of the risk,prior experience, insurer, coverage, or other special circumstances. Compliance with the foregoing requirements shall not relieve the vendor of his liability and obligation under this section or under any other section of this agreement. 9 41 Contract no.23-051-02 SECTION 7 LITIGATION JURISDICTIONNENUE/JURY TRIAL WAIVER This Agreement shall be construed in accordance with the laws of the State of Florida. This Agreement shall be enforceable in Miami-Dade County, Florida, and if legal action is necessary by either party with respect to the enforcement of any or all of the terms or conditions herein, exclusive venue for the enforcement of same shall lie in Miami-Dade County, Florida. By entering into this Agreement, Vendor and the City expressly waive any rights either party may have to a trial by jury of any civil litigation related to or arising out of this Agreement. SECTION 8 LIMITATION OF CITY'S LIABILITY The City desires to enter into this Agreement only if in so doing the City can place a limit on the City's liability for any cause of action, for money damages due to an alleged breach by the City of this Agreement, so that its liability for any such breach never exceeds one times the total amounts paid to PayByPhone under this agreement in the 12 month period preceding the event giving rise to the claim. Vendor hereby expresses its willingness to enter into this Agreement with Vendor's recovery from the City for any damage action for breach of contract to be limited to a maximum amount of one times the total amounts paid to PayByPhone under this agreement in the 12 month period preceding the event giving rise to the claim. Accordingly, and notwithstanding any other term or condition of this Agreement, Vendor hereby agrees that the City shall not be liable to the Vendor for damages in an amount in excess of one times the total amounts paid to PayByPhone under this agreement in the 12 month period preceding the event giving rise to the claim for any action or claim for breach of contract arising out of the performance or non-performance of any obligations imposed upon the City by this Agreement. Nothing contained in this section or elsewhere in this Agreement is in any way intended to be a waiver of the limitation placed upon the City's liability, as set forth in Section 768.28, Florida Statutes. In no event shall any party be liable for consequential, special, indirect or incidental damages, including but not limited to any damages resulting from loss of use or profits arising out of or in connection with this agreement, whether in an action based on contract, tort (including negligence)or any other legal theory,even if the party has been advised of the possibility of such damages. SECTION 9 DUTY OF CARE/COMPLIANCE WITH APPLICABLE LAWS/PATENT RIGHTS; COPYRIGHT; AND CONFIDENTIAL FINDINGS 9.1 DUTY OF CARE With respect to the performance of the Services contemplated herein, Vendor shall exercise that degree of skill, care, efficiency and diligence normally exercised by reasonable persons and/or recognized professionals with respect to the performance of comparable work and/or services. 10 42 Contract no.23-051-02 9.2 COMPLIANCE WITH APPLICABLE LAWS In its performance of the Services, Vendor shall comply with all applicable laws, ordinances, and regulations of the City, Miami-Dade County, the State of Florida, and the federal government, as applicable. 9.3 PATENT RIGHTS; COPYRIGHT; CONFIDENTIAL FINDINGS a. PayByPhone agrees to defend and indemnify City for all losses, costs and damages resulting from a claim and/or determination that the Services as supplied to the City infringe any United States patent rights, copyrights or trademarks provided that: City promptly notifies PayByPhone in writing upon City becoming aware of the existence of any such suit,action, proceeding or threat, allows PayByPhone sole control of the defense and/or settlement thereof; provides such reasonable cooperation as PayByPhone may require; and, makes no admissions or other statements which may be prejudicial to PayByPhone. In no event shall City consent to any judgment or decree or do any other act in compromise of any such claim without PayByPhone's express prior written consent. In no event will PayByPhone be liable for the payment of any amount agreed to in settlement without its express consent. b. In the event that the City is enjoined from its use of the Services due to a proceeding based upon the infringement of patent, copyright or trademark in the United States, PayByPhone shall, at its option, either: i. promptly render the product non-infringing and capable of providing services as intended; or ii. procure for City and its customers the right to continue using its product; or iii. replace the product with non-infringing goods; or iv. remove the product and refund any expense of the City. c. PayByPhone shall have no liability in respect of any claim based upon: i. use, operation or combination of its product with software, hardware, data, or equipment not supplied by PayByPhone if such infringement would have been avoided but for such use, operation or combination; or ii. use of products other than in accordance with PayByPhone's specifications if such infringement would have been avoided but for use of the Products not in accordance with PayByPhone specifications; or iii. its products that have been modified by any party other than PayByPhone if such infringement would have been avoided but for such modification. d. Neither party will disclose the other party's or its affiliates' confidential or proprietary information, including Transaction Data and User Profile Data ("Confidential Information") (including the terms of this Agreement and any information provided by the other party that is confidentially maintained or proprietary or which derives value from not being generally known to persons who can obtain economic value from its disclosure or use or that a reasonable person would consider confidential, given the context)except: i_ with the other party's consent; 11 43 Contract no.23-051-02 ii. to employees, agents and contractors who have a need to know in the discharge of their duties and who are subject to a contractual obligation to keep such information confidential that is at least as restrictive as this Agreement; or iii. when required to do so by law or by any binding rule, order or request. For purposes of this Section 9.3,the parties agree that confidential or proprietary information does not include any information that is: i. already known to the receiving party at the time of disclosure hereunder (other than from the other party or its affiliates)as demonstrated by its written records; ii. now or hereafter becomes publicly known other than through acts or omissions of the receiving party, or anyone to whom the receiving party disclosed such information; iii. disclosed to the receiving party, by a third party, under no obligation of confidentiality to the disclosing party or any other party; or iv. independently developed by the receiving party without reliance on the confidential information of the disclosing party as shown by its written records. Each party shall exercise reasonable commercial care in protecting the confidentiality of the other party's confidential information disclosed to it. The parties agree that an actual or threatened breach of this provision would result in irreparable harm to the party whose confidential information would be disclosed in breach, and shall entitle that party to temporary or permanent injunctive relief without proof of actual damages. SECTION 10 GENERAL PROVISIONS 10.1 AUDIT AND INSPECTIONS Upon reasonable verbal or written notice to Vendor, and at any time during normal business hours(i.e. 9AM—5PM, Monday through Fridays, excluding nationally recognized holidays), and as often as the City Manager may, in his/her reasonable discretion and judgment, deem necessary, there shall be made available to the City Manager, and/or such representatives as the City Manager may deem to act on the City's behalf, to audit, examine, and/or inspect, any and all other documents and/or records relating to all matters covered by this Agreement. Vendor shall maintain any and all such records at its place of business at the address set forth in the"Notices" section of this Agreement. 10.2 INSPECTOR GENERAL AUDIT RIGHTS (A) Pursuant to Section 2-256 of the Code of the City of Miami Beach, the City has established the Office of the Inspector General which may,on a random basis, perform reviews,audits, inspections and investigations on all City contracts, throughout the duration of said contracts. This random audit is separate and distinct from any other audit performed by or on behalf of the City. 12 44 Contract no.23-051-02 (B) The Office of the Inspector General is authorized to investigate City affairs and empowered to review past, present and proposed City programs, accounts, records, contracts and transactions. In addition, the Inspector General has the power to subpoena witnesses, administer oaths, require the production of witnesses and monitor City projects and programs. Monitoring of an existing City project or program may include a report concerning whether the project is on time, within budget and in conformance with the contract documents and applicable law. The Inspector General shall have the power to audit, investigate,monitor,oversee,inspect and review operations,activities, performance and procurement process including but not limited to project design, bid specifications, (bid/proposal) submittals, activities of the Vendor, its officers, agents and employees, lobbyists, City staff and elected officials to ensure compliance with the contract documents and to detect fraud and corruption. Pursuant to Section 2-378 of the City Code, the City is allocating a percentage of its overall annual contract expenditures to fund the activities and operations of the Office of Inspector General. (C) Upon ten (10) days written notice to the Vendor, the Vendor shall make all requested records and documents available to the Inspector General for inspection and copying. The Inspector General is empowered to retain the services of independent private sector auditors to audit, investigate, monitor, oversee, inspect and review operations activities, performance and procurement process including but not limited to project design, bid specifications, (bid/proposal) submittals, activities of the Vendor its officers, agents and employees, lobbyists, City staff and elected officials to ensure compliance with the contract documents and to detect fraud and corruption. (D) The Inspector General shall have the right to inspect and copy all documents and records in the Vendor's possession, custody or control which in the Inspector General's sole judgment, pertain to performance of the contract, including, but not limited to original estimate files, change order estimate files, worksheets, proposals and agreements from and with successful subcontractors and suppliers, all project-related correspondence, memoranda, instructions, financial documents, construction documents, (bid/proposal) and contract documents, back-change documents, all documents and records which involve cash, trade or volume discounts, insurance proceeds, rebates, or dividends received, payroll and personnel records and supporting documentation for the aforesaid documents and records. (E) The Vendor shall make available at its office at all reasonable times the records, materials, and other evidence regarding the acquisition (bid preparation) and performance of this Agreement,for examination, audit,or reproduction, until three(3)years after final payment under this Agreement or for any longer period required by statute or by other clauses of this Agreement. In addition: If this Agreement is completely or partially terminated, the Vendor shall make available records relating to the work terminated until three (3) years after any resulting final termination settlement; and 13 45 Contract no.23-051-02 ii. The Vendor shall make available records relating to appeals or to litigation or the settlement of claims arising under or relating to this Agreement until such appeals, litigation, or claims are finally resolved. (F) The provisions in this section shall apply to the Vendor, its officers, agents, employees, subcontractors and suppliers. The Vendor shall incorporate the provisions in this section in all subcontracts and all other agreements executed by the Vendor in connection with the performance of this Agreement. (G) Nothing in this section shall impair any independent right to the City to conduct audits or investigative activities. The provisions of this section are neither intended nor shall they be construed to impose any liability on the City by the Vendor or third parties. 10,3 ASSIGNMENT,TRANSFER OR SUBCONSULTING With the exception of an assignment to PayByPhone's parent company, Vendor shall not subcontract, assign, or transfer all or any portion of any work and/or service under this Agreement without the prior written consent of the City Manager, which consent, if given at all, shall be in the Manager's sole judgment and discretion. Neither this Agreement, nor any term or provision hereof, or right hereunder, shall be assignable unless as approved pursuant to this section, and any attempt to make such assignment(unless approved)shall be void. 10.4 PUBLIC ENTITY CRIMES Prior to commencement of the Services, the Vendor shall file a State of Florida Form PUR 7068, Sworn Statement under Section 287.133(3)(a) Florida Statute on Public Entity Crimes with the City's Procurement Division. 10.5 NO DISCRIMINATION In connection with the performance of the Services, the Vendor shall not exclude from participation in, deny the benefits of, or subject to discrimination anyone on the grounds of race, color, national origin, sex, age, disability, religion, income or family status. Additionally, Vendor shall comply fully with the City of Miami Beach Human Rights Ordinance, codified in Chapter 62 of the City Code, as may be amended from time to time, prohibiting discrimination in employment, housing, public accommodations, and public services on account of actual or perceived race, color, national origin, religion, sex, intersexuality, gender identity, sexual orientation, marital and familial status, age, disability, ancestry, height, weight, domestic partner status, labor organization membership, familial situation, or political affiliation. 10.6 CONFLICT OF INTEREST Vendor herein agrees to adhere to and be governed by all applicable Miami-Dade County Conflict of Interest Ordinances and Ethics provisions, as set forth in the Miami-Dade County Code,as may be amended from time to time; and by the City of Miami Beach Charter and Code, as may be amended from time to time; both of which are incorporated by reference as if fully set forth herein. 14 46 Contract no.23-051-02 Vendor covenants that it presently has no interest and shall not acquire any interest, directly or indirectly, which could conflict in any manner or degree with the performance of the Services. Vendor further covenants that in the performance of this Agreement, Vendor shall not employ any person having any such interest. No member of or delegate to the Congress of the United States shall be admitted to any share or part of this Agreement or to any benefits arising therefrom. . 10.7 VENDOR'S COMPLIANCE WITH FLORIDA PUBLIC RECORDS LAW (A) Vendor shall comply with Florida Public Records law under Chapter 119, Florida Statutes, as may be amended from time to time. (B) The term "public records" shall have the meaning set forth in Section 119.011(12), which means all documents, papers, letters, maps, books, tapes, photographs, films, sound recordings, data processing software, or other material, regardless of the physical form, characteristics, or means of transmission, made or received pursuant to law or ordinance or in connection with the transaction of official business of the City. (C) Pursuant to Section 119.0701 of the Florida Statutes, if the Vendor meets the definition of "Contractor" as defined in Section 119.0701(1)(a), the Vendor shall: (1) Keep and maintain public records required by the City to perform the service; (2) Upon request from the City's custodian of public records, provide the City with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in Chapter 119, Florida Statutes or as otherwise provided by law; (3) Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed, except as authorized by law, for the duration of the contract term and following completion of the Agreement if the Vendor does not transfer the records to the City; (4) Upon completion of the Agreement, transfer, at no cost to the City, all public records in possession of the Vendor or keep and maintain public records required by the City to perform the service. If the Vendor transfers all public records to the City upon completion of the Agreement, the Vendor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Vendor keeps and maintains public records upon completion of the Agreement, the Vendor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the City, upon request from the City's custodian of public records, in a format that is compatible with the information technology systems of the City. (D) REQUEST FOR RECORDS; NONCOMPLIANCE. (1) A request to inspect or copy public records relating to the City's contract for services must be made directly to the City. If the City does not possess the requested records, the City shall immediately notify the Vendor of the request,and the Vendor must provide the records to the City or allow the records to be inspected or copied within a reasonable time. (2) Vendor's failure to comply with the City's request for records shall constitute a breach of this Agreement, and the City, at its sole discretion, may: (1) unilaterally terminate the Agreement; (2) avail itself of the remedies set forth under the Agreement; and/or(3)avail itself of any available remedies at law or in equity. 15 47 Contract no.23-051-02 (3) A Vendor who fails to provide the public records to the City within a reasonable time may be subject to penalties under s. 119.10. (E) CIVIL ACTION. (1) If a civil action is filed against a Vendor to compel production of public records relating to the City's contract for services, the court shall assess and award against the Vendor the reasonable costs of enforcement, including reasonable attorneys' fees, if: a. The court determines that the Vendor unlawfully refused to comply with the public records request within a reasonable time; and b. At least 8 business days before filing the action, the plaintiff provided written notice of the public records request, including a statement that the Vendor has not complied with the request, to the City and to the Vendor. (2) A notice complies with subparagraph (1)(b) if it is sent to the City's custodian of public records and to the Vendor at the Vendor's address listed on its contract with the City or to the Vendor's registered agent. Such notices must be sent by common carrier delivery service or by registered, Global Express Guaranteed, or certified mail, with postage or shipping paid by the sender and with evidence of delivery, which may be in an electronic format. (3) A Vendor who complies with a public records request within 8 business days after the notice is sent is not liable for the reasonable costs of enforcement. (F) IF THE VENDOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE VENDOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT: CITY OF MIAMI BEACH ATTENTION: RAFAEL E. GRANADO, CITY CLERK 1700 CONVENTION CENTER DRIVE MIAMI BEACH, FLORIDA 33139 E-MAIL: RAFAELGRANADO@MIAMIBEACHFL.GOV PHONE: 305-673-7411 10.8 FORCE MAJEURE (A) A"Force Majeure" event is an event that (i) in fact causes a delay in the performance of the Vendor or the City's obligations under the Agreement, and (ii) is beyond the reasonable control of such party unable to perform the obligation, and (iii)is not due to an intentional act, error, omission, or negligence of such party, and (iv) could not have reasonably been foreseen and prepared for by such party at any time prior to the occurrence of the event. Subject to the foregoing criteria, Force Majeure may include events such as war, civil insurrection, riot, fires, epidemics, pandemics, terrorism, sabotage, explosions, embargo restrictions, quarantine restrictions, transportation accidents, strikes, strong hurricanes or tornadoes, earthquakes, or other acts of God which prevent performance. Force Majeure shall not include technological impossibility, 16 48 Contract no.23-051-02 inclement weather, or failure to secure any of the required permits pursuant to the Agreement. (B) If the City or Vendor's performance of its contractual obligations is prevented or delayed by an event believed by to be Force Majeure, such party shall immediately, upon learning of the occurrence of the event or of the commencement of any such delay, but in any case within fifteen (15) business days thereof, provide notice: (i) of the occurrence of event of Force Majeure, (ii) of the nature of the event and the cause thereof, (iii)of the anticipated impact on the Agreement, (iv)of the anticipated period of the delay,and(v)of what course of action such party plans to take in order to mitigate the detrimental effects of the event. The timely delivery of the notice of the occurrence of a Force Majeure event is a condition precedent to allowance of any relief pursuant to this section; however, receipt of such notice shall not constitute acceptance that the event claimed to be a Force Majeure event is in fact Force Majeure, and the burden of proof of the occurrence of a Force Majeure event shall be on the requesting party. (C) No party hereto shall be liable for its failure to carry out its obligations under the Agreement during a period when such party is rendered unable, in whole or in part, by Force Majeure to carry out such obligations. The suspension of any of the obligations under this Agreement due to a Force Majeure event shall be of no greater scope and no longer duration than is required. The party shall use its reasonable best efforts to continue to perform its obligations hereunder to the extent such obligations are not affected or are only partially affected by the Force Majeure event, and to correct or cure the event or condition excusing performance and otherwise to remedy its inability to perform to the extent its inability to perform is the direct result of the Force Majeure event with all reasonable dispatch. (D) Obligations pursuant to the Agreement that arose before the occurrence of a Force Majeure event, causing the suspension of performance, shall not be excused as a result of such occurrence unless such occurrence makes such performance not reasonably possible. The obligation to pay money in a timely manner for obligations and liabilities which matured prior to the occurrence of a Force Majeure event shall not be subject to the Force Majeure provisions. (E) Notwithstanding any other provision to the contrary herein, in the event of a Force Majeure occurrence, the City may, at the sole discretion of the City Manager, suspend the City's payment obligations under the Agreement, and may take such action without regard to the notice requirements herein. Additionally, in the event that an event of Force Majeure delays a party's performance under the Agreement for a time period greater than thirty (30) days, the City may, at the sole discretion of the City Manager, terminate the Agreement on a given date, by giving written notice to Vendor of such termination. If the Agreement is terminated pursuant to this section, Vendor shall be paid for any Services satisfactorily performed up to the date of termination; following which the City shall be discharged from any and all liabilities, duties, and terms arising out of, or by virtue of, this Agreement. In no event will any condition of Force Majeure extend this Agreement beyond its stated term. 10.9 E-VERIFY (A) Vendor shall comply with Section 448.095, Florida Statutes, "Employment Eligibility" ("E- 17 49 Contract no.23-051-02 Verify Statute"), as may be amended from time to time. Pursuant to the E-Verify Statute, commencing on January 1, 2021, Vendor shall register with and use the E-Verify system to verify the work authorization status of all newly hired employees during the Term of the Agreement, provide an affidavit stating that the Vendor does not employ, contract with, or subcontract with an unauthorized alien, or, upon the City's written request, otherwise demonstrate Vendor's compliance with Section 448.095 as described therein. Additionally, Vendor shall expressly require any subcontractor performing work or providing services pursuant to the Agreement to utilize the U.S. Department of Homeland Security's E-Verify system to verify the employment eligibility of all new employees hired by the subcontractor during the contract Term, as applicable. If Vendor enters into a contract with an approved subcontractor,the subcontractor must provide the Vendor with an affidavit stating that the subcontractor does not employ, contract with, or subcontract with an unauthorized alien. Vendor shall maintain a copy of such affidavit for the duration of the Agreement or such other extended period as may be required under this Agreement. (B) TERMINATION RIGHTS. (1) If the City has a good faith belief that Vendor has knowingly violated Section 448.09(1), Florida Statutes, the City shall terminate this Agreement with Vendor for cause, and the City shall thereafter have or owe no further obligation or liability to Vendor. (2) If the City has a good faith belief that a subcontractor has knowingly violated the foregoing Subsection 10.9(A), but the Vendor otherwise complied with such subsection, the City will promptly notify the Vendor and order the Vendor to immediately terminate the Agreement with the subcontractor. Vendor's failure to terminate a subcontractor shall be an event of default under this Agreement, entitling City to terminate the Vendor's contract for cause. (3) A contract terminated under the foregoing Subsection (B)(1) or (B)(2) is not in breach of contract and may not be considered as such. (4) The City or Vendor or a subcontractor may file an action with the Circuit or County Court to challenge a termination under the foregoing Subsection (B)(1) or (B)(2) no later than 20 calendar days after the date on which the contract was terminated. (5) If the City terminates the Agreement with Vendor under the foregoing Subsection (B)(1), Vendor may not be awarded a public contract for at least 1 year after the date of termination of this Agreement. (6) Vendor is liable for any additional costs incurred by the City as a result of the termination of this Agreement under this Section 10.9_ 10.10 TRADEMARKS; PROMOTION MATERIALS PayByPhone hereby grants the City a non-transferable, non-sublicensable, non-exclusive license to use its name and trademarks, without modification unless approved by PayByPhone, solely in connection with the City's marketing and use of the Services in the City facilities. 10.11 STATUS MEETINGS On periodic basis, but not less than quarterly, an appropriate representative of each party shall conduct a joint meeting to discuss the status of the Services, as well as to answer questions, gather information and resolve disputes that may occur from time to time. It is the expectation of the parties that the representatives of the parties shall communicate directly with one another and 18 50 Contract no.23-051-02 work directly with one another to ensure that all Services provided hereunder are completed on a timely and complete basis. All meetings pursuant to this Section 10.11 may be face to face, video or telephonic meetings as may be agreed upon by the parties. Each party shall bear its own costs of attending or participating in such meetings. 10.12 SIGNAGE PayByPhone shall, at no cost to the City, coordinate with the City's other mobile parking payment provider, ParkMobile, to design, procure, and deliver all signage for the Parking Locations, including any signage necessary to replace outdated signage placed at a Parking Location under a previous agreement.All signage shall include information for both ParkMobile and PayByPhone equally. ParkMobile and PayByPhone shall coordinate the production of the Signage and shall secure the prior written approval of the City. Upon receiving approval from the City, PayByPhone and ParkMobile shall produce and deliver all signage to the City. The City shall be responsible for the costs of all subsequent Signage for go-live or additional phase areas. The City is responsible for the installation of all signs and decals. The number of signs included for a Parking Location shall be mutually agreed upon by the City, PayByPhone, and ParkMobile for each Parking Location. SECTION 11 NOTICES Until changed by notice, in writing, all such notices and communications shall be addressed as follows: TO VENDOR: PayByPhone US Inc. c/o PayByPhone Technologies Inc. 600-1290 Homer Street Vancouver, BC V6B 2Y5 Canada Attn: Legal With a copy to: legal@paybyphone.com TO CITY: City of Miami Beach, Parking Department CIO Parking Director 1755 Meridian Avenue, 2nd Floor Miami Beach, Florida 33139 MonicaBeltran[amiamibeachfl.gov All notices mailed electronically to either party shall be deemed to be sufficiently transmitted. 19 51 Contract no.23-051-02 SECTION 12 MISCELLANEOUS PROVISIONS 12.1 CHANGES AND ADDITIONS This Agreement cannot be modified or amended without the express written consent of the parties. No modification, amendment, or alteration of the terms or conditions contained herein shall be effective unless contained in a written document executed with the same formality and of equal dignity herewith. In the event Client wishes to add new Parking Locations in addition to the Initial Parking Locations (the "Additional Parking Locations") or to add parking spaces to an existing Parking Location, the amendment will be effective against both parties if it is in the form of email between implementation personnel of the parties and, effective the date of such email, the Exhibit B will be read to include these Additional Parking Locations or parking spaces. 12.2 SEVERABILITY If any term or provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall not be affected and every other term and provision of this Agreement shall be valid and be enforced to the fullest extent permitted by law. 12.3 WAIVER OF BREACH A party's failure to enforce any provision of this Agreement shall not be deemed a waiver of such provision or modification of this Agreement. A party's waiver of any breach of a provision of this Agreement shall not be deemed a waiver of any subsequent breach and shall not be construed to be a modification of the terms of this Agreement. 12.4 JOINT PREPARATION The parties hereto acknowledge that they have sought and received whatever competent advice and counsel as was necessary for them to form a full and complete understanding of all rights and obligations herein and that the preparation of this Agreement has been a joint effort of the parties,the language has been agreed to by parties to express their mutual intent and the resulting document shall not,solely as a matter of judicial construction,be construed more severely against one of the parties than the other. 12.5 REPRESENTATIONS and WARRANTIES Each of PayByPhone and City hereby represents, warrants, and covenants to the other party hereto as follows: (a) It is duly organized and validly existing under the laws of the state of its incorporation and has full power and authority to carry on its business as it is now being conducted and to own and operate its properties and assets; (b) The execution, delivery and performance of this Agreement by such party has been duly authorized by all requisite corporate or limited liability company action, as applicable; (c) It has the power and authority to execute and deliver this Agreement and to perform its obligations hereunder; and 20 52 Contract no.23-051-02 (d) The execution, delivery and performance by it of this Agreement and its compliance with the terms and provisions hereof do not and will not conflict with or result in a breach of any of the terms or provisions of or constitute a default under the provisions of its charter documents or bylaws, or any order, writ, injunction or decree of any court or governmental authority entered against it or by which any of its property is bound. 12.6 DISCLAIMER OF WARRANTIES THE SERVICES ARE PROVIDED "AS IS" AND WITH ALL FAULTS RELATED TO ANY THIRD PARTY HARDWARE OR EQUIPMENT AS MAY BE REQUIRED FOR USE OF THE PAYBYPHONE SERVICE. PAYBYPHONE DOES NOT MAKE ANY REPRESENTATIONS, WARRANTIES OR GUARANTEES, EXPRESS OR IMPLIED, DIRECTLY OR INDIRECTLY, INCLUDNG WITHOUT LIMITATION, ANY WARRANTY OF CONDITION, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF USE WITH RESPECT TO, ARISING OUT OF OR IN CONNECTION WITH ANY THIRD PARTY HARDWARE USED IN CONNECTION WITH THE SERVICES TO BE PERFORMED HEREUNDER BY SUCH PARTY OR THE RESULTS OBTAINED THEREBY. 12.7 ENTIRETY OF AGREEMENT The City and Vendor agree that this is the entire agreement between the parties. This Agreement supersedes all prior negotiations, correspondence,conversations,agreements or understandings applicable to the matters contained herein, and there are no commitments, agreements or understandings concerning the subject matter of this Agreement that are not contained in this document. Title and paragraph headings are for convenient reference and are not intended to confer any rights or obligations upon the parties to this Agreement. [REMAINDER OF THIS PAGE LEFT INTENTIONALLY BLANK] 21 53 Contract no.23-051-02 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their appropriate officials, as of the date first entered above. FOR CITY: CITY OF MIAMI BEACH, FLORIDA ATTEST: By: Rafael E. Granado, City Clerk Aline T. Hudak, City Manager Date: APPROVED AS TO FORM &LANGUAGE FOR VENDOR: & FOR EXECUTION \z/22/Z PAYBYPHONE US INC. } City Attorney Date By: Satyajit(Sonny)Samra, President Date: • 22 54 Contract no.23-051-02 EXHIBIT A SERVICE AGREEMENT 23 55 Contract no.23-051-02 EXHIBIT A COOPERATION AND SERVICE AGREEMENT For the purposes of this Exhibit C—Cooperation and Service Agreement,"PayByPhone"shall mean PayByPhone US Inc.,a provider of.enhanced mobile commerce solutions,a Delaware corporation with its address at 48 Wall.Street, Suite 1100,New York,New York 10005 and "Client"shall mean the City of Miami Beach,a provider of parking services with its address at: 1700 Convention Center Drive,Miami Beach,Florida,33139. AGREEMENT Section 1 THE PAYBYPHONE MOBILE PAYMENT PLATFORM AND APPLICATIONS 1.1 PAYBYPHONE MOBILE PAYMENT APPLICATION PayByPhone agrees to roll out the PayByPhone mobile payment service for use at Client's managed and owned parking facilities as agreed upon by PayByPhone and Client,to allow for consumers to pay for the use of Client's parking facilities through personal wireless devices(e.g.,cellular telephones) or other wireless systems. QR code .access to the payment service is not included. 1.2 PAYBYPHONE MANAGEMENT INFORMATION SYSTEM PayByPhone will operate and manage a software application for Client that will provide near real time information and management reports On the transactions conducted utilizing the PayByPhone mobile payment service (the "Portal"). PayByPhone will host the Portal on its.network. Client will access the Portal through a browser-based program installed on Client's computer hardware. 1.3 COMPUTER,NETWORKING AND TELECOMMUNICATION SYSTEMS .PayByPhone will own or possess,and will operate and maintain,all computer and networking hardware and.software and data required to operate the PayByPhone mobile payment services service as contemplated in this Agreement, other than Client's existing computer and telecommunications systems. 1.4 MOBILE PAYMENT SERVICE ENFORCEMENT Client agrees to supply Wireless_Devices.to employees in the field to provide real time confirmation of validly parked vehicles. 1.5 REPORTS PayByPhone will provide Client with a set of standard self-serve reports in the Portal. Any changes or customizations to the standard set of reports will be subject to PayByPhone's prior approval and then-current PayByPhone professional services,fees. See https://www.paybyphone.com/pdf/us/pbpjrofessionalservicessamplerates.pdf for sample rates. 1.6 PAYBYPHONE INTERACTIVE VOICE RESPONSE PayByPhone will provide the PayByPhone interactive voice response solution("IVR")for use at Client's managed and/or owned parking,facilities,as agreed upon by PayByPhone and Client,.to allow for consumers to call and pay for the use of the Parking Location by calling the applicable service number displayed on the parking sign,parking meter, and/or pay station. Client is responsible for paying all Transaction Fees, as outlined in Appendix A, for each Transaction made through IVR. 1.7 PAYBYPHONE RIGHTS&RATES PayByPhone will provide Client with the PayByPhone Rights&Rates service("Rights&Rates")to allow Client to control eligibility to park at Client parking facilities and to assign special parking rules and prices to select segments of drivers. In this Agreement, a"Right" is the entitlement to start a parking session at a Parking Location and/or qualify for a specific rate/restriction. Client is responsible for paying the Rights & Rates implementation and Page It 56 Contract no.23-051-02 subscription fees, as outlined in Appendix A, for the number of Client parking spaces as agreed upon between PayByPhone and Client. 1.8 USE OF QR CODE At Client's request, as part of the PayByPhone mobile payment service, PayByPhone will provide to Client, and include on the relevant signage at Client's parking facilities or in marketing materials,QR codes which will allow consumers to access the PayByPhone mobile payment service through QR code scanning,at no additional cost. Client acknowledges that inclusion of QR codes in the payment service is associated with a material risk of fraudulent activity by third parties who may manually replace QR codes on Client signage with their own codes and redirect the consumers to their sites for payment, resulting in losses to Client, PayByPhone and consumers. Client releases PayByPhone from any liability for any claims,actions or losses resulting from or associated with such fraudulent activity at Client's parking facilities and,to the extent permitted by law,agrees to indemnify PayByPhone against any and all third party claims,actions,losses resulting from or arising out of such fraudulent activity,as set out in section 8.2 of this Agreement. Client will reimburse PayByPhone for the cost of removing fraudulent QR signage from Client's parking facilities and for the costs of customer support and call centre fees associated with calls related to fraudulent signage at Client's parking spaces. PayByPhone will provide evidence supporting determination of the costs,but PayByPhone's calculations will be conclusive of the same. PayByPhone reserves the right to discontinue the support for the QR code feature with 10 day written notice to Client if the fraudulent activity at Client's parking facilities persists for longer than 6 weeks. 1.9 PAYBYPHONE VALIDATIONS PORTAL Subject to the terms and conditions of this Agreement, PayByPhone will provide Client a parking validation subscription service, which allows Client to access a web-based parking validation and complimentary parking management portal to enter and manage license plate information to validate consumer parking sessions (the. "Validations Portal").Client is responsible for paying all Validations Portal fees,as set out in Appendix A,for the Parking Location(s), as agreed upon between PayByPhone and Client. Notwithstanding anything contrary to this Agreement,Client may not terminate its subscription to the Validations Portal for any reason for six months from the date the Validations Portal is set up for Client. Client shall not: (a) reverse engineer, decompile, dissemble, or otherwise attempt to discover the source code,object code,or underlying structure, ideas,know-how or algorithms relevant to the Validations Portal; (b)create derivative works based on the Validations Portal; or(c) encourage or assist any third party to do the foregoing. Section 2 FEES AND PAYMENTS 2.1 MERCHANT ACCOUNT Merchant account refers to Client's merchant account set up with Client's acquiring bank. PayByPhone will cover the cost of linking one(1)Client merchant account with PayByPhone's gateway provider. Client agrees to cover the cost of merchant account updates including all third party fees and then-current PayByPhone professional services 2.2 TRANSACTION TESTING PayByPhone reserves the right to execute test transactions from time to time to ensure top performance of the system and account.PayByPhone may execute up to ten test transactions per month without adjusting the Client invoice. 2.3 THIRD PARTY INTEGRATION In the event that system changes(such as upgrades)by a third party that will impact the PayByPhone integration with Client sub-systems such as enforcement, Client agrees to pay for all PayByPhone development costs required to maintain such integration. Pay ByPhone will notify Client, in advance, of any such integration costs that could be added. Section 3 EXCLUSIVITY Page 12 57 Contract no.23-051-02 The parties expressly acknowledge that Client currently engages,and/or may in the future,at its option,add,other providers of mobile parking payment applications("Third Party Providers"),through contracts for the same parking facilities and metered stalls covered by this Agreement. Section 4 MARKETING,PROMOTION AND USER EDUCATION 4.1 MARKETING EVENTS PayByPhone may conduct on-site marketing events and campaigns for its service,whereby PayByPhone will inform parking lot consumers of the availability of the PayByPhone mobile payment services as well as any promotions available,with the knowledge and approval of Client which is not to be unreasonably withheld. 4.2 CLIENT TRAINING PayByPhone will provide initial training to Client using a"Train the Trainer"(the"Client Trainer")model on the self- served PayByPhone Service Management Interface(SMI). The said Client Trainer will,at its own expense,train its staff and employees, including patrollers, to operate the mobile payment services and related applications and technology. Additional training sessions are available at the then current professional services rates_ See https://www.paybyphone.com/pdf/us/pbp_professionalservicessamplerates:pdf for sample rates. Section 5 INTELLECTUAL PROPERTY 5.1 INTELLECTUAL PROPERTY RIGHTS 5.1.1 The parties acknowledge and agree that any trademarks, patents; trade names, logos, trade dress, domain names,copyrights or licenses therein,or other enforceable intellectual property rights and whether in hard or electronic copy(collectively"Intellectual Property")belonging to the other party,given to them under this Agreement is and shall remain the property of that party for the duration of the Term of this Agreement. 5.1.2 Except as expressly stated,nothing in this Agreement shall be deemed or interpreted to convey,transfer or assign any Intellectual Property rights to the other party. 5.1.3 Each party reserves the right to approve in advance the use of its Intellectual Property by the other party in upon the advance written approval or as previously agreed upon in writing by the parties. 5.1.4 Upon termination of this Agreement for any reason the parties will use reasonable endeavours to ensure that all such Intellectual Property and material are removed from display and/or destroyed at the request of the other party save where such Intellectual Property is held by the parties in compliance with any statutory obligations and/or the maintenance of proper records. 5.1.5 The parties undertake that they have all necessary permissions, licenses and rights to use the Intellectual Property of third parties for the purposes of this Agreement. 5.1.6 To the extent permitted by,law,each party shall indemnify(for the purposes of this clause,the"Indemnifying Party")the other(for the purposes of this clause the"Indemnified Party")against all actions,claims,proceedings, costs and expenses (including reasonable legal fees) arising from any actual infringement of Intellectual.Property rights of whatever, nature insofar as these relate to the Intellectual Property rights developed and owned by the• Indemnifying Party or licensed to the Indemnified Patty,which claims,actions or proceedings arise as a result of the Indemnified Parry's use of any of the Services,except that the indemnity shall not apply to any actions,claims or proceedings which are attributable to any breach of contract or negligent act or omission on the part of the Indemnified Party or where such actions,claims or proceedings relate to any developments of the services carried out by or at the request of the Indemnified Party except where the Indemnifying Party knew or ought to have known that such Page 13 58 Contract no.23-051-02 development of the services requested by the Indemnified Party would result in an infringement of Intellectual Property rights. 5.1.7 The Indemnified Party shall notify the Indemnifying Party in writing of any such action,claim or proceeding and shall not make any admission unless the Indemnifying Party gives prior written consent. 5.1.8 At the Indemnifying Party's request and expense,the Indemnified Party shall permit the Indemnifying Party to conduct all negotiations and litigation. The Indemnified Party shall give all assistance as the Indemnifying Party may reasonably request and the Indemnifying Party shall pay the Indemnified Party's costs and expenses so incurred. 5.1.9 The Indemnifying Party may,at its expense:(i)obtain a license to enable the Indemnified Party to continue to use the Services,or(ii)modify or replace the Services to avoid any alleged or actual infringement or breach,or(iii) terminate the provision of the affected elements of the Services. Where the Indemnifying Party exercises options(i) or(ii)the functionality of such modification or replacement shall not materially affect the performance of the Services. 5.2 CLIENT INFORMATION 5.2.1 "Client Data"means all data provided directly by the Client to PayByPhone in relation to this Agreement, including Client's parking rates, Client's identifiers for Parking Locations and parking stalls, merchant account information,enforcement equipment and practices,and parking policies. 5.2.2 During the term of this Agreement and for such time after as not expressly prohibited, PayByPhone may obtain,store and use such Client Data for any purpose,including without limitation providing and improving services under this Agreement,so long as it complies with applicable data protection laws,contractual obligations and any other applicable requirements with respect to the Client Data. PayByPhone shall retain exclusive ownership of all rights in any derivative data it develops based on Client Data. 5.2.3 Following termination of this Agreement,PayByPhone will,at Client's written request,return to Client or destroy all Client Data and copies thereof.Notwithstanding the foregoing,PayByPhone shall be permitted to retain such copies of, or any computer records or files containing, the Client Data: (a) that has been archived by PayByPhone's automatic electronic archiving and back-up procedures,to the extent created and retained in a manner consistent with PayByPhone's standard archiving and back-up procedures;and(b)to the extent required by applicable law. 5.3 CUSTOMER INFORMATION 5.3.1 The parties will share information and data directly relating to drivers' parking sessions through the PayByPhone service at the Parking Locations("Parking Sessions")and as may be required by the Client for parking enforcement, fines, and proceedings ("Transaction Data"). Transaction Data may include vehicle license plate, parking session date,time, duration, zone number and amount paid, details of parking fines/violation notices,and parking session details obtained through customer service centre, and does not include User Profile Data(defined below). 5.3.2 In using, sharing, or otherwise processing Transaction Data, PayByPhone and Client must comply with applicable data protection laws, contractual obligations and any other applicable requirements. Each party is responsible to the PayByPhone service users and other third parties for its respective use,sharing and processing of Transaction Data,whether it performs such use,sharing and processing directly or through third parties.Each party acts as a"data controller"with respect to Transaction Data for the purposes any privacy legislation that uses that Page 14 59 Contract no,23-051-02 concept and is applicable to the parry's activities. Each party agrees to provide such assistance as is reasonably required to enable the other party to comply with the applicable data protection laws. 5.3.3 Any information about or with respect to PayByPhone service users that is not related to parking sessions at the Parking Locations,including without limitation,information provided by users upon registration for a PayByPhone account and data about the user's activity in the PayByPhone account or the PayByPhone applications("User Profile Data")shall be exclusively owned by PayByPhone.PayByPhone shall retain exclusive ownership of all rights in any derivative data it develops based on Transaction Data and User Profile Data. 5.4 PAYBYPHONE'S SERVICES TO CUSTOMERS The parties acknowledge that PayByPhone service users hold the PayByPhone account under terms of service established by PayByPhone. Under these terms of service,PayByPhone may offer users an option to receive service communications by SMS text("SMS Communications"), including reminders to extend a parking session and confirmations of successful registration for a parking session. Client agrees that, at any time during the Term, PayByPhone may charge any users who opt into these services a.fee("SMS Fee")for each SMS Communication sent by PayByPhone with respect to an initial parking session or extension of a parking session and may set the amount of the SMS Fee with reference to the cost PayByPhone incurs in delivering this optional service. At the time of entering into this Agreement,the SMS Fee is equal to$0.15 inclusive of taxes payable by the user.PayByPhone will provide Client with 30 day written notice of an increase in the amount of the SMS Fee. PayByPhone shall be responsible for any taxes applicable to the SMS Fees.PayByPhone records will be conclusive evidence with respect to the amount of SMS Fees collected during a billing period. The SMS Fees will be added to the total charged to the user in respect of a parking session or extension of a parking session. Unless under the terms of the Agreement PayByPhone is designated as the merchant of record for parking fees paid using PayByPhone mobile payment service, PayByPhone and Client agree to designate Client as the merchant of record for any SMS Fees only.In that case,Client will collect PayByPhone's SMS Fees and remit to PayByPhone. Remittance will be made via electronic payment or cheque and may be included in the amount that also includes fees payable by Client to PayByPhone under this Agreement. Section 6 INTENTIONALLY OMITTED Section 7 DISCLAIMER,INDEMNIFICATION AND LIMITATION OF LIABILITY 7.1 DISCLAIMER Except as expressly set forth in this agreement,PayByPhone does not make,and hereby specifically disclaims,any representations or warranties,express or implied,regarding the PayByPhone mobile payment services,including any implied warranties of title,merchantability,fitness for a particular purpose or non-infringement.Client acknowledges that the PayByPhone mobile payment services and services furnished by PayByPhone under this agreement (including, without limitation, any servers or other hardware, software, applications and any other items used or provided by PayByPhone or any third parties in connection with providing access to or hosting any of the foregoing or the performance of any services by PayByPhone under this agreement)are provided by PayByPhone"as is". 7.2 PARKING RATES Client will be given access to parking rate data in order to confirm the parking rates at each Parking Location via the Portal.PayByPhone will make every attempt at ensuring the rates are configured correctly;upon completion of each Parking Location setup,it is the Client's responsibility to ensure all rates are configured correctly. Failing to do so shall exclude PayByPhone from any liability: Client shall implement any parking rate changes via the Portal following the Parking Location setup. In the event Client requests that PayByPhone configure the parking rate changes after the Parking Location setup, Client shall provide PayByPhone with sufficient notice of the rate changes and such work Page IS 60 Contract no.23-051-02 will be subject to PayByPhone's prior approval and then-current PayByPhone professional services fees. See https://www.paybyphone.com/pdf/us/pbPj rofessionalservicessamplerates:pdf for sample fees. Section 8 MISCELLANEOUS INTENTIONALLY OMITTED 8.1 No AGENCY Each party,in all matters relating to this Agreement,will act as an independent contractor and independent employers. Except as otherwise expressly set forth herein,neither party will have authority and will not represent that it has any authority to assume or create any obligation,express or implied,on behalf of the other,onto represent the other as an agent,employee or in any other capacity. Except as otherwise expressly set forth herein,nothing in this Agreement shall be construed to have established any agency,joint venture or partnership between the parties. Neither party shall make any warranties or representations on behalf of the other party. 8.2 COUNTERPARTS This Agreement may be executed in one or more counterparts,each of which shall be deemed an original and all of which shall be taken together and deemed to be one instrument. The parties further agree that a signature transmitted via facsimile shall be deemed original for all purposes hereunder. 8.3 CAPTIONS The captions used in this Agreement are for convenience only and shall not affect in any way the meaning or interpretation of the provision set forth herein. 8.4 CLIENT'S CONDUCT OF BUSINESS THROUGH AFFILIATES The parties acknowledge that Client may carry out its business through affiliates.Client agrees to cause its affiliates to take such actions and to execute such documents as may be reasonably required to give effect to this Agreement as though references to Client in this Agreement were references to Client and those of its affiliates through which it carries on the business of owning and operating parking facilities. 8.5 PCI-DSS:PAYMENT CARD INDUSTRY DATA SECURITY STANDARD PayByPhone is responsible for the security of cardholder data which PayByPhone possesses or otherwise stores, processes,or transmits on behalf of the Client.PayByPhone abides by the rules and regulations set forth in the PCI- DSS. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives. The City of Miami Beach PayByPhone US Inc. Signature: Signature: Name: Name: Title: Title: Attest. Signature: Name:Rafael E.Granath).City Clerk Date: Page [6 61 Contract no.23-051-02 EXHIBIT B FEE SCHEDULE 24 62 EXHIBIT B PAYBYPHONE FEES All amounts are exclusive of any and all taxes, including taxes applicable on fees paid by the driver. For • the purposes,of this Agreement,"Transaction"includes(a)user registration for a parking session,permit, validation or extension at a Parking Location through the PayByPhone mobile payment service(whether or not any amount is payable to Client by the user), (b) a refund,(c)a charge reversal and(d)any other operation for which PayByPhone incurs a fee from its gateway provider or.an acquirer,if applicable. -��?�:�..._.- :.J i �� ::_IS x�� - Ira''". _ ...R!' l_ ONE-TIME SETUP FEES • Signage—first round of signage production at service launch(installation not Included included) Training,consulting,marketing,and customer support as described in the Agreement Included Marketing includes a standard launch package Mobile payment services setup fee for all Initial Parking Locations Waived' Integration with enforcement solution software: PayByPhone will include 1 Included complimentary enforcement integration Standard PayByPhone city dynamic label Included TRANSACTION FEES.:: .' Hourly Parking: Client pays to PayByPhone per Transaction—City serves as • Merchant of Record $0.352 (Client may charge user a non-embedded,on top of price of Convenience Fee of $0.35) Monthly Parking Option: Client pays to PayByPhone per Transaction—City serves as Merchant of Record $1.002 (Client may charge user a non-embedded,on top of price of Convenience Fee of $1.00) Resident Rate Zero Fee Offering: Verified via PayByPhone's Rights&Rates $0.00 per authorized solution(priced below),residents will receive a$0 cost Convenience Fee if the resident "double code offering"(see description below)is utilized. Monthly minimum of total Transaction Fees Waived OPTIONAL FEES.. Additional Custom dynamic label $1,000 Mobile payment service setup fee for Additional Parking Locations Waived IVR setup fee Waived IVR additional per transaction fee Waived—Included with standard transaction fee Rights&Rates setup fee Reduced $500 Rights&Rates monthly subscription fee for one(1)Right $199 per month Validation Portal setup fee $1,500 Page 11 63 EXHIBIT B PAYBYPHONE FEES Validation Portal monthly subscription fee $250 per Parking Location/no. NOTES: I. Mobile payment services setup fee (if applicable) includes configuration, testing, and implementation of a dedicated client account within the PayByPhone system; merchant account integration and testing; set up and training on reporting, customer service, and other elements of the PayByPhone Portal. 2. Any change in the Parking Rates will not affect the price the Client will pay to PayByPhone per Transaction. The Convenience Fee may only be increased by mutual agreement of both parties. Services covered by the Transaction Fee include interactive voice response solution (IVR).Client is responsible for paying all Transactions Fees for all Transactions made through the PayByPhone mobile application,web application, and/or IVR(if applicable). 3. Client is responsible for paying its own credit card processing and merchant banking fees, if Client is merchant of record(MOR). Double Code Offering: PayByPhone assigns a location code for the area plus a resident location code that will be used by residents only, which provides a SO Convenience Fee option for residents. a. If a non-resident were to try to use this resident location and they were not authorized via Rights&Rates,they would be instructed to utilize the standard location code. P ge 12 64 Contract no.23-051-02 EXHIBIT C TIMELINE!SCHEDULE/SIGNAGE PayByPhone 3 Gity Diana Beach Planned EtiCcOdIETh.eiliMilincaLifb Payments i•All estimated dates and Wnefromes are dependent upon Information being provided to Poy9yPhone by the City. .AMkipated Initiating bad CityTeam Estimated Slate Date Task Doscripdon Designation PBP Toam Mombor(cj NNmbar(a� Took Duration Completion [Severable Date Procurement,City Manager,Parking, 11/1/2023 Contract Negotiation Mutual Sales,legal Legal 3Weeks 22-Noei23 Fully Executed Agreement Parking Admin, Sales,Implementation- Silence,IT, Workbook provided+vhich includes all information needed by POP to I Account Management, Integration/Enforce work on the City's implementation for mobile payments.Clearly 111/29/2023 Project M aolfCalt Pay6yPhone Integrations ment 1 flour 11/29/2023 defined eapectatloet and timelines will be discussed I All relevant i city/parking learn I11/29/2023 Workbook Complete ;City members 2 weeks 12/13/2023 Workbook returned to Pay9yPhone with completed materials Merchant Account I finance,Parking City to begin setting up merchant account ASAP to ensure available for 11 29/2023 Ss etup kity Implementation Merle 3.4 Weeks 12/27/2023 test transactions necessary prior logo live. I I Upon City providing contact information for enforcement partner, ParkingAdmin& Pay9iPhone will engage with provider to set up Integration for • I12/13/2023 Enforcement Engaged IPayfyPhone Implementation Enforcement 3.4 weeks 1/3/2024 enforcement purposes ( I 'Pay9yPhane wdl discuss sign age during weekly calls and create mock- s Parking Admin& ups for approval by Cdy.Upon approval,signage will be ordered for 12/6/2023 Signage Olscussion IPaygyPhone Implementation ' Enforcement 2 weeks 12/27/2023 delivery prior to estimated go live, Pay)yPhone will discuss marketing strategies available to the Gee and t Parking Admin& discuss the City's marketing desires to plan marketing efforts to 12/27/2023 Marketing Discussion ,PayEtyPhone iImplementation Marketing Ongoing TOO announce mobile payment launch within the City. Test Transactions- I I Parking Admin& Test transactions will be submitted with coopration from the City to .1/1/2024 Merchant IPaygyPhone Implementations Finance 1.2 Weeks 1/15/2024 verily visibility wdhm merchant account. Test Transactions- Parking Admin& Test transactions will he submitted with cooperation from the City to 11/1/2024 Enforcement PayByPhone (Implementation Enforcement 1.2 Weeks 1/15/2024 verily visibility within enforcement devices I Signage Installation City to Install tignage and decals with plans to have system live upon Il/1/��2024.__ Planning Gay I Parking Admin 1.2 Weeks 1/19/2024 install I1/23/21324 Go live Peyfty9hune (implementation Parking Admin Ongoing 1/23/2024 Go live date may vary based on when signs are installed. • • 25 65 THIS PAGE INTENTIONALLY LEFT BLANK 66 Competitive Bid Repors-C2_Q MIAMI BEACH COMMISSION MEMORANDUM TO: Honorable Mayor and Members of the City Commission FROM: Alina T. Hudak, City Manager DATE: January 31, 2024 SUBJECT:A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, APPROVING THE AGREEMENTS WITH PARKMOBILE, LLC, AND PAYBYPHONE US INC., PURSUANT TO REQUEST FOR QUALIFICATIONS (RFQ) NO. 2023-051-WG FOR MOBILE PARKING PAYMENT SYSTEMS; AND AUTHORIZING THE CITY MANAGER AND CITY CLERK TO EXECUTE THE FINAL AGREEMENTS. (ITEM TO BE SUBMITTED IN SUPPLEMENTAL) SUPPORTING SURVEY DATA TBD FINANCIAL INFORMATION TBD Is this a "Residents Right Does this item utilize G.O. to Know" item. pursuant to Bond Funds? City Code Section 2-14? No No Legislative Tracking Parking/Procurement Page 69 of 2002 ATTACHMENT B ADDENDUM AND RFQ SOLICITATION M I A M I BEtc: H PROCUREMENT DEPARTMENT 1755 Meridian Avenue,3rd Floor Miami Beach, Florida 33139 www.miamibeachfl.gov ADDENDUM NO. 2 REQUEST FOR QUALIFICATIONS NO. 2023-051-WG MOBILE PARKING PAYMENT SYSTEM March 21, 2023 This Addendum to the above-referenced RFQ is issued in response to questions from prospective proposers, or other clarifications and revisions issued by the City. The RFQ is amended in the following particulars only (deletions are shown by strikethrough and additions are underlined). I. REVISION: RFQ DUE DATE AND TIME. The deadline for the electronic receipt of bids is extended until 3:00 p.m., on Wednesday, April 5, 2023. All bids received and time stamped through BidSync, prior to the bid submittal deadline shall be accepted as timely submitted. Bids will be opened promptly at the time and date specified. Hard copy bids or bids received electronically, either through email or facsimile, submitted prior to or after the deadline for receipt of bids are not acceptable and will be rejected. Late bids cannot be submitted, bidders are cautioned to plan sufficiently. The City will in no way be responsible for delays caused by technical difficulty or caused by any other occurrence. II. REVISION: Delete Subsection 3.4.0 from Section 0300,Tab 3,System Capabilities. 3A.0 Is there system portability, expandability,and support? III. ATTACHMENTS: Attachment A Parking Garage Rates Attachment B CMB Meter Parking Rates Attachment C Merchant Statement IV. RESPONSES TO QUESTIONS RECEIVED: Q1: Overall Bid Question: Section 4 - Financial Capacity of the RFP describes a requirement for bidders to request that Dun & Bradstreet submit its Supplier Qualifier Report directly to the City when requested. Is the City requiring the Dun & Bradstreet report for this project? If so, the link provided in the RFP to access Dun & Bradstreet requests is broken and brings up a"Service Unavailable"message when trying to access it? Al: Should the City request the report, a revised link will be provided. Q2: Please indicate what enforcement provider you currently use as well as any you plan to use. A2: The City of Miami Beach has its own in-house Enforcement Division. Q3. What percentage of your total transactions processed was for residents during the 2022 FY? A3: The total transactions processed for residents during the 2022 FY was approximately 10%. 1 ADDENDUM NO.2 REQUEST FOR QUALIFICATIONS NO.2023-051-WG MOBILE PARKING PAYMENT SYSTEM M I A IV\ I B E AC I-I PROCUREMENT DEPARTMENT 1755 Meridian Avenue,3rd Floor Miami Beach, Florida 33139 www.miamibeachfl.gov Q4. For Al, Scope of Work, item 4 (API in-house system), please provide the specific data fields the City requires to be included in the API integration. A4: The fields provided by the City's API are: License plate state & license plate number. The required fields to be provided by the 3rd party API are: • HTTP Response date/time • Permit Start date/time • Permit Expiry date/time • License Plate State • License Plate Number • Parking Zone I Area. Q5. Regarding the City's request for an integration with Skidata for the City's gated areas, please provide your current usage rates of this solution. Additionally, please describe the desired solution in detail and indicate if this is currently active or a planned/future integration. A5: At parking garages, patrons have the option to pay at the pay-on-foot stations, at an exit, or via the current Mobile Parking Payment contractor. An average of 1.14% of all garage transient revenue is received via the Mobile Parking Payment contractor. The current parking app used at garages is fully integrated. ParkMobile sends ticket # to Skidata once the customer scans the ticket in the application — at the exit when a ticket is returned, Skidata calculates the rate, sends the rate to ParkMobile and ParkMobile charges the customer. The rate is calculated by Skidata. ParkMobile is also sending Skidata resident status so that the correct rate is applied to the customer. This is currently in place. Q6. Since this is an RFQ, please describe the City's plans for next steps including an anticipated timeline. A6: Through the RFQ, the City will consider qualifications and system functionality and may negotiate an agreement,to include fees,with the proposer(s)deemed to be most qualified. The City's current agreement has been extended on a month-to-month basis. The City anticipates expediting a replacement Agreement. Q7. Please clarify how the Dun & Bradstreet SQR may be submitted. Is it acceptable for the report to be acquired by our organization so we have the ability to review information and subsequently submit with our bid or must it come directly from Dun & Bradstreet? Additionally, please clarify the maximum age of a report that will be accepted (for example, if we have a report from three months ago, is this acceptable?) A7: Should the City request the report from proposers, it must be received directly from Dun & Bradstreet within 3 business days from the City's request. Q8.To best respond with specifics on our capabilities, please outline the City's current parking rate system as it applies to visitors and residents. a. Hourly rates for guests (please include any times or varying/escalating structures) b. Hourly rates for residents (please include all setups if different areas offer various options). 2 ADDENDUM NO.2 REQUEST FOR QUALIFICATIONS NO.2023-051-WG MOBILE PARKING PAYMENT SYSTEM M I A M I B E AC H PROCUREMENT DEPARTMENT 1755 Meridian Avenue,3,d Floor Miami Beach, Florida 33139 www.miamibeachfl.gov c. Any other rate/option not specifically listed here that we will be expected to accommodate? A8: Refer to Attachment A Parking Garage Rates and Attachment B CMB Meter Parking Rates. Q9.What is the existing pay station type(pay by plate or pay by space)and vendor?Approximately how many? A9: The City's existing station type is Pay-by-plate,by T2 Systems;and there are approximately 300 pay stations. Q10. How many gate arms and locations for the Skidata revenue control system exist? A10: The Skidata revenue control systems exist at 12 garages and there are a total of 59 gate arms. Q11. How many parking spaces are there currently? Broken down by on-street and off-street if possible. All: 11,898 off-street 14,843 on-street. Q12.What is the current parking transaction fee the City and/or End User pays for the existing mobile payment service? Al2: $.35 on-street and off-street transactions; $0.50 for gated system transactions; and residents at no charge. Q13. Approximately how many transactions per year for existing mobile provider? A13: There are approximately 4,841,476 transactions per year for the existing mobile provider. 014. What was last year's and/or 2021 Parking Revenue, broken down by source type if possible? A14: $37,465.00 2021 revenue. Q15. What is the city's desired timeline for launching the system? A15: Refer to the response to Question No. 6 above. Q16. Is the city seeking LPR services? If not, who is the city's LPR provider for integration? A16: The City is not seeking LPR services at this time.The current LPR system (XParking)was developed in-house by the City's IT department. Q17. What is the City's preferred approach to Merchant Processing, shall the proponent provide Merchant Processing services within the submission? 3 ADDENDUM NO.2 REQUEST FOR QUALIFICATIONS NO.2023-051-WG MOBILE PARKING PAYMENT SYSTEM M I AM I BEACH PROCUREMENT DEPARTMENT 1755 Meridian Avenue,3rd Floor Miami Beach, Florida 33139 www.miamibeachfl.gov A17: The City currently uses First Data for credit card processing services. We prefer to continue to use First Data. However, following selection, the City reserves the right to enter into further negotiations with the selected Proposer. Q18: Can the City explain what it means by"is there interface capability"? A18: The new system should have capabilities for integration through API to do the following: • Consume City of Miami Beach data using our existing endpoint. Our API makes available parking permit data for other system to access. • Provide real-time data to be consumed by the City of Miami Beach through REST API. Q19: Can the City explain what it means by"is there system portability, expandability, and support?" A19: See Revision I above. Q20: What system is the City currently using for enforcement or how is the City currently enforcing? A20: Refer to the response to Question No. 16 above. Q21 As most permit software programs are tied directly to vendors'enforcement software, can the City disclose how license plates for permits are being enforced now? A21: Permits are issued by an application developed in-house and are currently enforced by XParking. Q22: If an integration with the current enforcement provider is a must, can the City disclose if/when they will be looking at enforcement providers again? A22: This is not being considered at the present time. Q23: Can the City disclose who provides the current permit/citation portals, as most permit/citation software have their own payment portal so information like payments can be processed in real-time? A23: Permits are issued by an application developed in-house and can be paid and processed in real-time online. Citation payments are handled by Miami-Dade Parking Violations Bureau. Q24: 3.3.5 Does your service integrate with wireless handheld systems? If yes, provide examples of live sites. Can you please provide more details or examples of wireless handheld systems you would like to use? A24: Please specify any integration capabilities your proposed product may have with wireless handheld systems. Q25: 3.3.8 What is the settlement process of your system/software? Can you please provide more information or what you are looking for? How would you prefer? -Are you looking to have a personalized mobile parking payment system? -How much time will we have for integration work? I 4 ADDENDUM NO.2 REQUEST FOR QUALIFICATIONS NO.2023-051-WG MOBILE PARKING PAYMENT SYSTEM M I A M I BEi\C I-i PROCUREMENT DEPARTMENT 1755 Meridian Avenue,3rd Floor Miami Beach,Florida 33139 www.miamibeachfl.gov A25: Please specify any settlement process capabilities your proposed product may have for the City's review. Integration schedules will be negotiated with the successful proposer(s). Q26: For the electronic validation system for hotels, businesses, and restaurants-do they cover the fee of the patron or are these validations free from the City? A26: The patron fee for electronic validation at hotels, businesses, and restaurants is covered by the business. Q27: Can the City confirm the total number of paid off-street spaces the application would be used? A27: The total number of paid off-street spaces the application would be used for are 11,898. Q28: Can the City confirm the average cost of the on-street parking rate is $4.00/h? A28: Refer to Attachment A Parking Garage Rates and Attachment B CMB Meter Parking Rates. Q29: Can the City confirm the total number of paid on-street spaces the application will be used? A29: The total number of paid on-street spaces the application will be used for are 4,843. Q30 Can the City confirm the average cost of off-street parking rate is$2.00/h? A30: Refer to Attachment A Parking Garage Rates and Attachment B CMB Meter Parking Rates. Q31: Who are the current meter/kiosk providers? A31: The City's current meter provider is T2 Systems. Q32: If the City has multi-space meters or meters that accept credit card payments,who is paying the merchant processing fees: the City or the provider? A32: The City is paying the merchant processing fees. Q33: Can the City verify how many total annual mobile payment transactions occur on average? A33: On average 4.8 million annual mobile payment transactions occur. Q34: Can the City verify how many total annual mobile payment resident transactions occur on average? A34: On average 496,473 annual mobile payment resident transactions occur. Q35: Can the city disclose who is the merchant of record for the mobile payment application? (vendor or city) TDDENDUM NO.2 EQUEST FOR QUALIFICATIONS NO.2023-051-WG OBILE PARKING PAYMENT SYSTEM M I /\lv\ I BEi\CI-I PROCUREMENT DEPARTMENT 1755 Meridian Avenue,3rd Floor Miami Beach,Florida 33139 www.miamibeachfl.gov A35: The City's current merchant of record for the mobile payment application is Truist Merchant Services. Q36: Would the City be willing to disclose its current merchant processing rates and the average transaction size or provide a merchant statement? A36: Please refer to Attachment C, Merchant Statement. Q37: If the vendor has electronic parking space rental software, would the City entertain information pricing on this? A37: We are not currently seeking this service; however, vendors may include information if desired. The purpose of the RFQ is to select the best qualified (as determined by the City) consultant for the project. Responses pursuant to the RFQ are not to include costs. After selection the City and the selected consultant will negotiate scope, terms, and cost. Q38: 3.5.9—Will you provide Miami Beach Residents Mobile Parking service at no charge? Please explain. Can the City please provide the specifics of the Miami Beach Residents Mobile Parking service? A38: Currently registered Miami Beach Residents do not pay transaction fees.The City of Miami Beach resident registers with the City by providing the required documentation. On a daily basis,the current provider retrieves from the City a list of license plates that qualify for resident status. When a transaction is initiated for a license plate with resident status, a discounted parking hourly rate is applied and no transaction fees are assessed. Q39: 3.5.7—How is the Mobile Parking user fee assessed? Per transaction, monthly etc. Please explain. Can the City please provide details on the term Mobile Parking User fee? A39: Mobile parking user fees (transaction fees) are assessed and charged to the user by transaction. Registered residents are currently exempt from user fees. Q40: 3.3.1 — Does the system require integration with the meters? Can the City please clarify the intent for integration with the meters? A40: Meter integration is not a requirement of the City.Please specify any requirement for your proposed system to be integrated with meters. Q41: 3.2.6f— Rates and restrictions can be different for every meter(if desired)? Can the City please clarify the need for rates and restrictions to be different for every meter? A41: Rates are presently not different per meter but vary per area (zone). Please specify any rate and restriction capabilities your proposed product may have. Q42: If a proposer could offer a system that provides a single backend operating system for mobile payments, permit issuance/management, citation issuance/management, and reporting that could help increase compliance and collections, can a vendor include additional information? 6 ADDENDUM NO.2 REQUEST FOR QUALIFICATIONS NO.2023-051-WG MOBILE PARKING PAYMENT SYSTEM M I A M I B E AC H PROCUREMENT DEPARTMENT 1755 Meridian Avenue,3,0 Floor Miami Beach, Florida 33139 www.miamibeachfl.gov A42: Yes. There are multiple sections in Tab 3 (System Capabilities) where such information can be submitted. Q43: Would the city be open to a vendor that has software that could enable the City to offer more than one mobile payment option with all applications being managed through a single backend? A43: Please see the response to Question No. 42 above. Q44: Would the City prefer to only offer one mobile payment option? A44: The City may consider more than one mobile payment option. Thank you! Any questions regarding this Addendum should be submitted in writing to the Procurement Management Department to the attention of the individual named below, with a copy to the City Clerk's Office at RafaelGranado@miamibeachfl.gov Contact: Telephone: Email: William Garviso 305-673-7000 ext. 7490 WilliamGarviso@miamibeachfl.gov Proposers are reminded to acknowledge receipt of this addendum as part of your RFQ submission. Potential proposers that have elected not to submit a response to the RFQ are requested to complete and return the"Notice to Prospective Bidders" questionnaire with the reason(s)for not submitting a proposal. Sincerely, wLLl.LL,2w. c,awLso for Alex Denis Alex Denis Procurement Director 7 ! ADDENDUM NO.2 REQUEST FOR QUALIFICATIONS NO.2023-051-WG MOBILE PARKING PAYMENT SYSTEM P CITY OF MIAMI BEACH - PARKING GARAGES - RATES PARKING 7th Street(G1) 12th Street(G2) 13th Street(G3) 16th Street(G4) 17th Street(G5) HOURS RATE HOURS RATE HOURS RATE HOURS RATE HOURS RATE HOURS RATE HOURS RATE HOURS RATE HOURS RATE 0 TO 1 $2.00 8 TO 9 $13.00 0 TO 1 $2.00 8 TO 9 $13.00 0 TO 1 $2.00 8 TO 9 $13.00 0 TO 1 $2.00 0 TO 1 $2.00 5 TO 6 $10.00 1 TO 2 $4.00 9 TO 10 $14.00 1 TO 2 S4.00 9 TO 10 $14.00 1 TO 2 $4.00 9 TO 10 $14.00 1 TO 2 $4.00 1 TO 2 $4.00 6 TO 7 $11.00 2 TO 3 $6.00 10 TO 11 $15.00 2 TO 3 $6.00 10 TO 11 $15.00 2 TO 3 56.00 10 TO 11 $15.00 2 TO 3 $6.00 2 TO 3 $6.00 7 TO 8 $12.00 3 TO 4 $8.00 11 TO 12 $16.00 3 TO 4 $8,00 11 TO 12 $16.00 3 TO 4 $8.00 11 TO 12 S16.00 3 TO 6 $10.00 3 TO 4 S8.00 8 TO 15 $15.00 4 TO 5 $9.00 12 TO 13 $17.00 4 TO 5 $9.00 12 TO 13 $17.00 4 TO 5 $9.00 12 TO 13 $17.00 6 TO 24 $20,00 4 TO 5 $9.00 15 TO 24 $20.00 5 TO 6 $10.00 13 TO 14 $18.00 5 TO 6 $10.00 13 TO 14 $18.00 5 TO 6 $10.00 13 TO 14 $18.00 ' 6 70 7 $11.00 14 TO 15 $19.00 6107 $11.00 14 TO 15 $19.00 6 TO7 $11,00 14 TO 15 $19.00 7 70 8 $12.00 15 TO 24 $20.00 7108 $12.00 15 TO 24 $20.00 7 708 $12,00 15 7024 S20,00 WEEKEND/EVENT FLAT RATE WEEKEND/EVENT FLAT RATE WEEKEND/EVENT FLAT RATE WEEKEND/EVENT FLAT RATE EVENT FLAT RATE FRIDAY,SATURDAY&SUNDAY FRIDAY,SATURDAY&SUNDAY FRIDAY,SATURDAY&SUNDAY FRIDAY,SATURDAY&SUNDAY $15 PER VEHICLE FROM 8PM TO 5AM FROM 8PM TO 5AM FROM 8PM TO 5AM FROM 8PM TO 5AM $15 PER VEHICLE $15 PER VEHICLE $15 PER VEHICLE $15 PER VEHICLE MAXIMUM DAILY RATE$20.00 MAXIMUM DAILY RATE$20.00 MAXIMUM DAILY RATE$20.00 MAXIMUM DAILY RATE$20.00 MAXIMUM DAILY RATE$20.00 LOST TICKET$20.00 I I LOST TICKET$20.00 I LOST TICKET$20.00 J I LOST TICKET$20.00 I I LOST TICKET$20.00 I 42nd Street(G6) City Hall(G7) 5th&Alton(G8) Pennsylvania Avenue(G9) Sunset Harbor(G10) HOURS RATE HOURS RATE HOURS RATE HOURS RATE HOURS RATE HOURS RATE HOURS RATE HOURS RATE 1 -8 HOURS$1 PER 0 TO 1 $2.00 5 TO 6 $10.00 0 To 1 $2.00 8 TO 9 $13.00 0 TO 1 $2.00 5 TO 6 $10.00 0 TO 1 $2.00 5 TO 6 $10.00 1 TO 2 $4.00 6 TO 7 $11.00 1 TO 2 $4.00 9 TO 10 $14.00 1 TO 2 $4.00 6 TO 7 $11.00 1 TO 2 $4.00 6 TO 7 $11.00 HOUR OR ANY PORTION 2TO3 $6.00 7T08 $12.00 2 TO 3 56.00 10 TO11 $15.00 2 TO 3 $6.00 7TO8 $12.00 2 TO 3 $6.00 7T08 $12.00 THEREOF 3 TO 4 $8.00 8 TO 15 $15.00 3 TO 4 $8.00 11 TO 12 $16.00 3 TO 4 $8.00 8 TO 15 $15.00 3 TO 4 $8.00 8 TO 1$ $15.00 4 TO 5 $9.00 15 TO 24 $20.00 4 TO 5 S9.00 12 TO 13 $17.00 4 TO 5 $9.00 15 TO 24 $20.00 4 TO 5 $9.00 15 TO 24 $20.00 5 TO 6 $10.00 13 TO 14 $18.00 6 TO 7 $11.00 14 TO 15 $19.00 7 TO8 $12.00 15 TO 24 $20.00 i EVENT FLAT RATE DAILY FLAT RATE 11p to 6a EVENT FLAT RATE EVENT FLAT RATE $15 PER VEHICLE $15 PER VEHICLE $15 PER VEHICLE $15 PER VEHICLE MAXIMUM DAILY RATE$8.00 MAXIMUM DAILY RATE$20.00 MAXIMUM DAILY RATE$20.00 MAXIMUM DAILY RATE$20.00 MAXIMUM DAILY RATE$20.00 I LOST TICKET$8.00 I I LOST TICKET$20.00 I I LOST TICKET$20.00 I I LOST TICKET$20.00 I I LOST TICKET$20.00 I 2-HOUR FREE VALIDATION WITH RETAIL RECEIPT Collins Park(G12) HOURS RATE HOURS RATE PARKING FEE INCLUDES APPLICABLE STATE SALES TAX 0 TO 1 $2.00 5 TO 6 $10.00 1 TO 2 $4.00 6 TO 7 $11.00 NO BILLS OVER$20.00 ACCEPTED 2 TO 3 $6.00 7 TO 8 $12.00 3 TO 4 08.00 8 TO 15 $15.00 4 TO 5 $9.00 15 TO 24 $20.00 QUESTIONS AND ASSISTANCE 305.673.PARK(7275) EVENT FLAT RATE $15 PER VEHICLE MAXIMUM DAILY RATE$20.00 LOST TICKET$20.00 CITY OF MIAMI BEACH PARKING METER RATES All metered parking from Ocean Drive to Pennsylvania Avenue; and from 5 Street to 15 Street, including Washington Avenue. • $4.00/hour on-street—maximum time limits vary • $2.00/hour off-street(lots)—maximum time limits vary • Registered residents*$1.00/hour Enforcement Hours: 24 hours. Seven days per week. South Beach Parking Zone: All metered parking south of 23 Street(Dade Boulevard),from Ocean Drive to the westernmost parking lane of Alton Road, between South Pointe Park and 17 Street; and from 17 Street to 21 Street(Sunset Harbor Drive)from Alton Road to the westernmost parking areas along Purdy Avenue and to Biscayne with the exception of the areas referenced in subsection 106-55(a)(1)entitled"Entertainment District Parking Zone" • $4.00/hour on-street—maximum time limits vary • $2.00/hour off-street(lots)—maximum time limits vary • Registered residents*$1.00/hour Enforcement Hours: 9:00 a.m.to 3:00 a.m. Seven days per week. East Middle Beach Zone: All metered parking from 23 Street to 44 Street; and from Collins Avenue to Indian Creek. • $3.00/hour on-street—maximum time limits vary • $2.00/hour off-street(lots)—maximum time limits vary • Registered residents*$1.00/hour Enforcement Hours: 9:00 a.m.to 3:00 a.m. Seven days per week. West Middle Beach Zone: All metered parking north of 23 Street and south of 63 Street; with the exception of the areas included in the East Middle Beach Zone. • $1.00/hour on-street—maximum time limits vary • $1.00/hour off-street lots (except P71 —46 Street Lot)—maximum time limits vary o P71 (46 Street Lot)—24 hour flat rate$20 non-resident. $6 registered resident Enforcement Hours: 8:00 a.m.to 6:00 p.m. Seven days per week. North Beach Zone: All metered parking north of 63 Street. • $1.00/hour on-street—maximum time limits vary • $1.00/hour off-street(lots)—maximum time limits vary Enforcement Hours: 8:00 a.m.to 6:00 p.m. Seven days per week. TRUIST © PO Box 2394,Omaha,NE 68103-2394 YOUR CARD PROCESSING STATEMENT CITY OF MIAMI BEACH Page 1 of 58 THIS IS NOT A BILL VYOMIE GREENE Statement Period 01/01/23-01/31/23 1700 CONVENTION CENTER DR Merchant Number 275173125889 MIAMI BEACH FL 33139-1824 Customer Service Website Phone-1-800-432-7628 Page 1 Total Amount Submitted $1,824,669.63 Page 50 Third Party Transactions -$256,398.38 Page 51 Chargebacks/Reversals -$497.98 Page 54 Adjustments 0.00 Page 54 Fees -$87,871.33 Total Amount Processed $1,479,901.94 IMPORTANT INFORMATION ABOUT YOUR ACCOUNT Important Information:As previously communicated in September,your SunTrust Merchant Services account statement(s)was rebranded to reflect our new name,Truist Merchant Services.There is no change to the Merchant Customer Support number 800-432-7628. In February, additional changes will occur to finish transitioning the account from SunTrust Merchant Services to Truist Bank.The terms and conditions of your merchant agreement will remain in effect.The processor in the agreement shall be Truist Bank instead of SunTrust Merchant Services.Your merchant ACH deposit description will change from"SUNTRUST MERCHANT"to "TRUIST MERCH SVC."Thank you for allowing Truist to be your Merchant Services provider. 1 Date Submitted Third Party Chargebacks/ Amount Submitted Amount Transactions Reversals Adjustments Fees Processed 12/31/22 0.00 0.00 -$16.39 0.00 0.00 -$16.39 01/01/23 $80,813.08 -$10,139.94 -$52.02 0.00 0.00 $70,621.12 01/02/23 $82,943.32 -59,221.89 -$8.35 0.00 0.00 $73,713.08 01/03/23 $72,660.41 -$8,962.29 -$6.35 0.00 0.00 $63,691.77 01/04/23 $57,492.91 -$7,776.31 -$8.35 0.00 0.00 $49,708.25 01/05/23 $57,702.95 -$7,779.85 -$65.10 0.00 0.00 $49,858.00 01/06/23 $60,074.83 -$8,439.58 -$138.10 0.00 0.00 $51,497.15 01/07/23 $65,702.71 -$8,912.36 0.00 0.00 0.00 $56,790.35 01/08/23 $78,389.31 -$9,910.84 -$92.12 0.00 0.00 $68,386.35 01/09/23 $70,384.74 -$8,279.13 -$12.35 0.00 0.00 $62,093.26 01/10/23 $45,948.84 -$7,358.48 -$21.05 0.00 0.00 $38,569.31 01/11/23 $46,026.10 -$7,264.13 -$31.64 0.00 0.00 $38,730.33 01/12/23 $44,969.09 -$6,995.18 -$102.35 0.00 0.00 $37,871.56 01/13/23 $46,701.90 -$7,709.17 -$70.45 0.00 0.00 $38,922.28 01/14/23 $54,578.12 -$8,134.87 -$87.24 0.00 0.00 $46,356.01 2022 Truist,Twist Purple,and the Twist logo are service marks of Twist Financial Corporation.SunTrust Merchant Services,LLC.SunTrust,the SunTrust logo,and SunTrust Merchant Services are trademarks of Truist Financial Corporation.Merchant Services are provided by SunTrust Merchant Services,LLC,an alliance between First Data Merchant Services,LLC and Twist Bank. mi YOUR CARD PROCESSING STATEMENT Merchant Number 275173125889 Page 2 of 58 mom Customer Service Website- Phone-1-800-432-7628 Statement Period 01/01/23-01/31/23 1 Date Submitted Third Party Chargebacks/ Amount Submitted Amount Transactions Reversals Adjustments Fees Processed 01/15/23 $65,380.29 -$9,233.19 -$21.40 0.00 0.00 $56,125.70 01/16/23 $61,564.29 -$8,578.96 -$43.75 0.00 0.00 $52,941.58 01/17/23 $50,781.90 -$7,431.91 -$20.40 0.00 0.00 $43,329.59 01/18/23 $43,407.89 -$6,684.94 $6.35 0.00 0.00 $36,729.30 01/19/23 $45,886.41 -$7,442.26 $48.05 0.00 0.00 $38,492.20 t• 01/20/23 $51,089.40 -$8,405.13 $255.99 0.00 0.00 $42,940.26 01/21/23 $58,961.14 -$8,606.86 -$2.70 0.00 0.00 $50,351.58 01/22/23 $77,872.70 -$10,060.62 $48.25 0.00 0.00 $67,860.33 01/23/23 $71,434.91 -$8,453.21 $38.45 0.00 0.00 $63,020.15 01/24/23 $46,865.06 -$7,075.43 $57.75 0.00 0.00 $39,847.38 01/25/23 $44,365.21 -$7,073.19 $30.35 0.00 0.00 $37,322.37 01/26/23 $49,492.28 -$7,875.61 $29.90 0.00 0.00 $41,646.57 01/27/23 $51,217.03 -$8,225.73 -$27.05 0.00 0.00 $42,964.25 01/28/23 $54,847.10 -$8,441.43 -$28.85 0.00 0.00 $46,376.82 01/29/23 $71,579.72 -$10,391.37 -$64.70 0.00 0.00 $61,123.65 01/30/23 $69.230.64 -$8,037.47 -$92.36 0.00 0.00 $61,100.81 01/31/23 $46,305.35 -$7,497.05 0.00 0.00 0.00 $38,808.30 Month End Charge 0.00 0.00 0.00 0.00 -$87,871.33 -$87,871.33 Total $1,824,669.63 -$256,398.38 -$497.98 0.00 -$87,871.33 $1,479,901.94 SUMMARY BY CARD TYPE Total Gross Sales You Submitted Refunds Total Amount You Submitted Card Type Average Items Amount Items Amount Items Amount Ticket Mastercard $4.90 96,042 $470,699.92 0 0.00 96,042 $470,699.92 VISA $5.14 207,141 $1,064,287.19 0 0.00 207,141 $1,064,287.19 Discover $5.57 5,977 $33,284.14 0 0.00 5,977 $33,284.14 American Express $4.60 55,700 $256,398.38 0 0.00 55,700 $256,398.38 Total 364,860 $1,824,669.63 0 0.00 364,860 $1,824.669.63 SUMMARY BY BATCH Total Gross Sales You Submitted Refunds Total Amount You Submitted Batch Submit Date Average Items Amount Items Amount Items Amount Ticket 463413011788 01/01/23 $3.62 16 $57.95 0 0.00 16 $57.95 - 463418011129 01/01/23 $20.50 1 $20.50 0 0.00 1 $20.50 463429011947 01/01/23 $3.85 10 $38.45 0 0.00 10 $38.45 463439011730 01/01/23 $17.00 3 $51.00 0 0.00 3 $51.00 463442011597 01/01/23 $20.50 1 $20.50 0 0.00 1 $20.50 463448011575 01/01/23 $2.20 5 $11.00 0 0.00 5 $11.00 463566011833 01/01/23 $7.17 3 $21.50 0 0.00 3 $21.50 463581011604 01/01/23 $15.25 2 $30.50 0 0.00 2 $30.50 801322013031 01/01/23 $4.34 18 $78.05 0 0.00 18 $78.05 801323013116 01/01/23 $8.91 714 $6,362.82 0 0.00 714 $6,362.82 801324012950 01/01/23 $4.64 202 $937.37 0 0.00 202 $937.37 801325013114 01/01/23 $8.11 832 $6,747.37 0 0.00 832 $6,747.37 801326013067 01/01/23 $6.66 48 $319.73 0 0.00 48 $319.73 801327013113 01/01/23 $7.00 159 $1,112.36 0 0.00 159 $1,112.36 801328013114 01/01/23 $6.69 969 $6,481.11 0 0.00 969 $6,481.11 801330013114 01/01/23 $4.54 481 $2,183.30 0 0.00 481 $2,183.30 801331013088 01/01/23 $2.31 173 $400.43 0 0.00 173 $400.43 801332013086 01/01/23 $5.91 44 $260.19 0 0.00 44 $260.19 2022 Truist,Twist Purple,and the Twist logo are service marks of Twist Financial Corporation.SunTrust Merchant Services,LLC.SunTrust,the SunTrust logo,and SunTrust Merchant Services are trademarks of Truist Financial Corporation.Merchant Services are provided by SunTrust Merchant Services,LLC,an alliance between First Data Merchant Services,LLC and Twist Bank. YOUR CARD PROCESSING STATEMENT Merchant Number 275173125889 Page 3 of 58 Customer Service Website- Statement Period 01/01/23-01/31/23 Phone-1-800-432-7628 SUMMARY BY BATCH Total Gross Sales You Submitted Refunds Total Amount You Submitted Batch Submit Date Average Items Amount Items Amount Items Amount Ticket 801333013026 01/01/23 $4.69 59 $276.88 0 0.00 59 $276.88 801335012911 01/01/23 $3.76 24 $90.20 0 0.00 24 $90.20 801336013114 01/01/23 $7.28 352 $2,560.86 0 0.00 352 $2,560.86 801338012992 01/01/23 $3.70 41 $151.64 0 0.00 41 $151.64 801339013026 01/01/23 $4.51 480 $2,165.68 0 0.00 480 $2,165.68 801340013115 01/01/23 $8.52 1,343 $11,440.83 0 0.00 1,343 $11,440.83 801341013115 01/01/23 $10.06 600 $6,036.25 0 0.00 600 $6,036.25 801342012748 01/01/23 $2.93 20 $58.56 0 0.00 20 $58.56 801343013113 01/01/23 $1.60 168 $268.63 0 0.00 168 $268.63 801344012138 01/01/23 $0.75 3 $2.25 0 0.00 3 $2.25 801346013099 01/01/23 $1.34 22 $29.53 0 0.00 22 $29.53 801347012983 01/01/23 $2.38 7 $16.63 0 0.00 7 $16.63 801348012191 01/01/23 $3.33 5 $16.66 0 0.00 5 $16.66 801349013061 01/01/23 $1.58 2 $3.16 0 0.00 2 $3.16 801350013011 01/01/23 $2.33 12 $27.95 0 0.00 12 $27.95 801351013114 01/01/23 $1.63 841 $1,367.81 0 0.00 841 $1,367.81 801353013023 01/01/23 $2.79 51 $142.48 0 0.00 51 $142.48 801354013070 01/01/23 $2.25 624 $1,402.13 0 0.00 624 $1,402.13 801355012252 01/01/23 $1.66 6 $9.98 0 0.00 6 $9.98 801356013066 01/01/23 $1.42 18 $25.49 0 0.00 18 $25.49 801357012903 01/01/23 $2.37 38 $90.00 0 0.00 38 $90.00 801358013058 01/01/23 $2.26 204 $460.48 0 0.00 204 $460.48 801359013046 01/01/23 $3.45 274 $945.98 0 0.00 274 $945.98 801361013045 01/01/23 $3.67 433 $1,587.98 0 0.00 433 $1,587.98 801362013043 01/01/23 $4.97 161 $800.61 0 0.00 161 $800.61 801363013042 01/01/23 $5.50 41 $225.51 0 0.00 41 $225.51 801364013046 01/01/23 $4.42 129 $570.03 0 0.00 129 $570.03 801365013037 01/01/23 $4.28 28 $119.90 0 0.00 28 $119.90 801366012536 01/01/23 $3.02 3 $9.05 0 0.00 3 $9.05 801367012988 01/01/23 $6.01 68 $408.75 0 0.00 68 $408.75 801368013040 01/01/23 $7.07 101 $714.25 0 0.00 101 $714.25 801369013107 01/01/23 $7.47 108 $807.15 0 0.00 108 $807.15 801370013107 01/01/23 $7.13 87 $620.45 0 0.00 87 $620.45 801372013114 01/01/23 $5.98 161 $962.55 0 0.00 161 $962.55 801373013104 01/01/23 $6.00 219 $1,313.84 0 0.00 219 $1,313.84 801374013113 01/01/23 $6.60 186 $1,227.26 0 0.00 186 $1,227.26 801375013111 01/01/23 $6.23 304 $1,894.31 0 0.00 304 $1,894.31 801376012226 01/01/23 $4.88 113 $552.00 0 0.00 113 $552.00 801377013025 01/01/23 $4.43 177 $784.46 0 0.00 177 $784.46 _ 801379012941 01/01/23 $8.21 129 $1,058.65 0 0.00 129 $1.058.65 801380012873 01/01/23 $1.96 60 $117.36 0 0.00 60 $117.36 801381013027 01/01/23 $2.18 183 $399.05 0 0.00 183 $399.05 801382013033 01/01/23 $19.61 290 $5,686.15 0 0.00 290 $5,686.15 801383012950 01/01/23 $1.81 24 $43.47 0 0.00 24 $43.47 801384013026 01/01/23 $2.74 164 $449.32 0 0.00 164 $449.32 801385013026 01/01/23 $4.90 184 $902.27 0 0.00 184 $902.27 801387013019 01/01/23 $1.64 44 $72.25 0 0.00 44 $72.25 801388011442 01/01/23 $3.14 6 $18.86 0 0.00 6 $18.86 801389013111 01/01/23 $2.04 42 $85.80 0 0.00 42 $85.80 801391013047 01/01/23 $1.17 24 $28.04 0 0.00 24 $28.04 801392013001 01/01/23 $1.43 12 $17.11 0 0.00 12 $17.11 801393013094 01/01/23 $3.21 9 $28.91 0 0.00 9 $28.91 801395013026 01/01/23 $1.41 4 $5.65 0 0.00 4 $5.65 801396013095 01/01/23 $1.94 143 $276.82 0 0.00 143 $276.82 801397013045 01/01/23 $3.85 277 $1,066.57 0 0.00 277 $1,066.57 801398012863 01/01/23 $2.60 68 $176.69 0 0.00 68 $176.69 801399012763 01/01/23 $1.26 5 $6.29 0 0.00 5 $6.29 2022 Truist,Truist Purple,and the Truist logo are service marks of Truist Financial Corporation.SunTrust Merchant Services,LLC.SunTrust,the SunTrust logo,and SunTrust Merchant Services are trademarks of Truist Financial Corporation.Merchant Services are provided by SunTrust Merchant Services,LLC,an alliance between First Data Merchant Services.LLC and Truist Bank. i= YOUR CARD PROCESSING STATEMENT Merchant Number 275173125889 Page 4 of 58 IOW Customer Service Website- Phone-1-800-432-7628 Statement Period 01/01/23-01/31/23 SUMMARY BY BATCH Total Gross Sales You Submitted Refunds Total Amount You Submitted Batch Submit Date Average Items Amount Items Amount Items Amount Ticket 801400013067 01/01/23 $3.52 181 $636.39 0 0.00 181 $636.39 801401013036 01/01/23 $0.55 2 $1.10 0 0.00 2 $1.10 801403013082 01/01/23 $2.32 13 $30.20 0 0.00 13 $30.20 OM 801404012673 01/01/23 $2.54 23 $58.49 0 0.00 23 $58.49 801405012115 01/01/23 $2.93 31 $90.81 0 0.00 31 $90.81 801406012964 01/01/23 $19.93 174 $3,468.45 0 0.00 174 $3,468.45 801407013041 01/01/23 $5.63 44 $247.81 0 0.00 44 $247.81 801408013041 01/01/23 $3.91 50 $195.60 0 0.00 50 $195.60 801409012641 01/01/23 $1.90 28 $53.23 0 0.00 28 $53.23 801411012974 01/01/23 $3.62 25 $90.50 0 0.00 25 $90.50 801412012987 01/01/23 $1.55 10 $15.50 0 0.00 10 $15.50 801413012997 01/01/23 $3.80 40 $151.90 0 0.00 40 $151.90 801415011883 01/01/23 $1.44 8 $11.55 0 0.00 8 $11.55 463406021203 01/02/23 $7.50 1 $7.50 0 0.00 1 $7.50 463413021789 01/02/23 $3.31 8 $26.50 0 0.00 8 $26.50 463418021130 01/02/23 $10.00 1 $10.00 0 0.00 1 $10.00 463429021948 01/02/23 $5.29 7 $37.00 0 0.00 7 $37.00 463439021731 01/02/23 $22.08 6 $132.50 0 0.00 6 $132.50 463442021598 01/02/23 $20.50 2 $41.00 0 0.00 2 $41.00 463448021576 01/02/23 $1.00 1 $1.00 0 0.00 1 $1.00 463566021834 01/02/23 $6.82 3 $20.45 0 0.00 3 $20.45 463581021605 01/02/23 $20.48 3 $61.45 0 0.00 3 $61.45 801322023032 01/02/23 $5.90 20 $117.90 0 0.00 20 $117.90 801323023117 01/02/23 $7.83 960 $7,513.41 0 0.00 960 $7,513.41 801324022951 01/02/23 $4.89 171 $836.22 0 0.00 171 $836.22 801325023115 01/02/23 $7.81 895 $6,990.89 0 0.00 895 $6,990.89 801326023068 01/02/23 $5.69 50 $284.70 0 0.00 50 $284.70 801327023114 01/02/23 $6.76 164 $1,108.73 0 0.00 164 $1,108.73 801328023115 01/02/23 $6.29 917 $5,771.93 0 0.00 917 $5,771.93 801330023115 01/02/23 $4.97 291 $1,446.82 0 0.00 291 $1,446.82 801331023089 01/02/23 $2.75 177 $487.02 0 0.00 177 $487.02 801332023087 01/02/23 $3.46 50 $172.82 0 0.00 50 $172.82 801333023027 01/02/23 $4.55 78 $355.02 0 0.00 78 $355.02 801335022912 01/02/23 $2.96 14 $41.40 0 0.00 14 $41.40 801336023115 01/02/23 $6.50 451 $2,931.86 0 0.00 451 $2,931.86 801338022993 01/02/23 $2.94 46 $135.01 0 0.00 46 $135.01 801339023027 01/02/23 $3.97 474 $1,882.12 0 0.00 474 $1,882.12 801340023116 01/02/23 $7.43 1,754 $13,028.30 0 0.00 1,754 $13,028.30 801341023116 01/02/23 $8.29 770 $6,384.44 0 0.00 770 $6,384.44 _ 801342022749 01/02/23 $2.92 21 $61.30 0 0.00 21 $61.30 801343023114 01/02/23 $1.61 136 $218.84 0 0.00 136 $218.84 801344022139 01/02/23 $1.10 1 $1.10 0 0.00 1 $1.10 801346023100 01/02/23 $1.96 9 $17.60 0 0.00 9 $17.60 801347022984 01/02/23 $1.00 1 $1.00 0 0.00 1 $1.00 801348022192 01/02/23 $2.56 2 $5.11 0 0.00 2 $5.11 801349023062 01/02/23 $1.59 8 $12.69 0 0.00 8 $12.69 801350023012 01/02/23 $2.10 8 $16.83 0 0.00 8 $16.83 801351023115 01/02/23 $1.64 954 $1,561.46 0 0.00 954 $1,561.46 801353023024 01/02/23 $2.96 52 $154.02 0 0.00 52 $154.02 801354023071 01/02/23 $2.38 561 $1,337.95 0 0.00 561 $1,337.95 801355022253 01/02/23 $2.59 10 $25.92 0 0.00 10 $25.92 801356023067 01/02/23 $2.28 4 $9.13 0 0.00 4 $9.13 801357022904 01/02/23 $1.93 37 $71.43 0 0.00 37 $71.43 801358023059 01/02/23 $2.49 232 $576.75 0 0.00 232 $576.75 801359023047 01/02/23 $3.77 287 $1,082.64 0 0.00 287 $1,082.64 801361023046 01/02/23 $3.64 409 $1,487.44 0 0.00 409 $1,487.44 801362023044 01/02/23 $5.16 113 $582.73 0 0.00 113 $582.73 2022 Truist,Twist Purple,and the Twist logo are service marks of Twist Financial Corporation.SunTrust Merchant Services,LLC.SunTrust,the SunTrust logo,and SunTrust Merchant Services are trademarks of Twist Financial Corporation.Merchant Services are provided by SunTrust Merchant Services,LLC,an alliance between First Data Merchant Services,LLC and Twist Bank. YOUR CARD PROCESSING STATEMENT Merchant Number 275173125889 Page 5 of 58 Customer Service Website- Statement Period 01/01/23-01/31/23 Phone-1-800-432-7628 SUMMARY BY BATCH Total Gross Sales You Submitted Refunds Total Amount You Submitted Batch Submit Date Average Items Amount Items Amount Items Amount Ticket 801363023043 01/02/23 $4.03 39 $157.34 0 0.00 39 $157.34 801364023047 01/02/23 $4.21 100 $421.03 0 0.00 100 $421.03 801365023038 01/02/23 $3.45 44 $151.83 0 0.00 44 $151.83 801366022537 01/02/23 $4.32 10 $43.15 0 0.00 10 $43.15 801367022989 01/02/23 $6.64 60 $398.50 0 0.00 60 $398.50 801368023041 01/02/23 $5.36 122 $654.20 0 0.00 122 $654.20 801369023108 01/02/23 $6.98 186 $1,298.77 0 0.00 186 $1,298.77 801370023108 01/02/23 $7.01 89 $623.77 0 0.00 89 $623.77 801372023115 01/02/23 $5.46 181 $988.67 0 0.00 181 $988.67 801373023105 01/02/23 $5.66 193 $1,092.93 0 0.00 193 $1,092.93 801374023114 01/02/23 $5.92 192 $1,136.50 0 0.00 192 $1,136.50 801375023112 01/02/23 $6.08 285 $1,733.77 0 0.00 285 $1,733.77 801376022227 01/02/23 $4.27 101 $430.96 0 0.00 101 $430.96 801377023026 01/02/23 $4.06 149 $604.69 0 0.00 149 $604.69 801379022942 01/02/23 $6.57 201 $1,320.65 0 0.00 201 $1,320.65 801380022874 01/02/23 $1.97 44 $86.51 0 0.00 44 $86.51 801381023028 01/02/23 $2.36 161 $380.70 0 0.00 161 $380.70 801382023034 01/02/23 $19.86 262 $5,202.55 0 0.00 262 $5,202.55 801383022951 01/02/23 $1.72 31 $53.18 0 0.00 31 $53.18 801384023027 01/02/23 $3.02 168 $507.50 0 0.00 168 $507.50 801385023027 01/02/23 $4.25 163 $691.94 0 0.00 163 $691.94 801387023020 01/02/23 $2.21 63 $139.27 0 0.00 63 $139.27 801388021443 01/02/23 $3.82 5 $19.09 0 0.00 5 $19.09 801389023112 01/02/23 $1.70 34 $57.93 0 0.00 34 $57.93 801391023048 01/02/23 $2.18 11 $23.99 0 0.00 11 $23.99 801392023002 01/02/23 $2.43 8 $19.47 0 0.00 8 $19.47 801393023095 01/02/23 $2.88 12 $34.53 0 0.00 12 $34.53 801395023027 01/02/23 $1.35 2 $2.70 0 0.00 2 $2.70 801396023096 01/02/23 $2.31 302 $698.54 0 0.00 302 $698.54 801397023046 01/02/23 $3.61 291 $1,051.32 0 0.00 291 $1,051.32 801398022864 01/02/23 $2.48 153 $379.20 0 0.00 153 $379.20 801399022764 01/02/23 $2.47 10 $24.66 0 0.00 10 $24.66 801400023068 01/02/23 $4.11 162 $666.55 0 0.00 162 $666.55 801401023037 01/02/23 $2.12 12 825.40 0 0.00 12 $25.40 801403023083 01/02/23 $2.19 13 $28.43 0 0.00 13 $28.43 801404022674 01/02/23 $2.63 58 $152.52 0 0.00 58 $152.52 801405022116 01/02/23 $2.95 75 $221.62 0 0.00 75 $221.62 801406022965 01/02/23 $20.29 174 $3,530.55 0 0.00 174 $3,530.55 801407023042 01/02/23 $4.85 56 $271.63 0 0.00 56 $271.63 801408023042 01/02/23 $3.63 53 $192.50 0 0.00 53 $192.50 801409022642 01/02/23 $1.96 34 $66.56 0 0.00 34 $66.56 801411022975 01/02/23 $3.68 29 $106.75 0 0.00 29 $106.75 801412022988 01/02/23 $2.96 9 $26.67 0 0.00 9 $26.67 801413022998 01/02/23 $3.09 49 $151.53 0 0.00 49 $151.53 801415021884 01/02/23 $1.90 12 $22.84 0 0.00 12 $22.84 463406031204 01/03/23 $30.00 1 $30.00 0 0.00 1 $30.00 463413031790 01/03/23 $3.75 14 $52.50 0 0.00 14 $52.50 463425030880 01/03/23 $3.75 2 $7.50 0 0.00 2 $7.50 463429031949 01/03/23 $5.16 12 $61.95 0 0.00 12 $61.95 463439031732 01/03/23 $4.67 3 $14.00 0 0.00 3 $14.00 463442031599 01/03/23 $7.50 2 $15.00 0 0.00 2 $15.00 463448031577 01/03/23 $3.06 8 $24.50 0 0.00 8 $24.50 463566031835 01/03/23 $8.50 1 $8.50 0 0.00 1 $8.50 463581031606 01/03/23 $4.38 4 $17.50 0 0.00 4 $17.50 801322033033 01/03/23 $3.71 9 $33.40 0 0.00 9 $33.40 801323033118 01/03/23 $6.84 721 $4,931.89 0 0.00 721 $4,931.89 801324032952 01/03/23 $4.36 192 $836.29 0 0.00 192 $836.29 2022 Twist,Twist Purple,and the Twist logo are service marks of Twist Financial Corporation.SunTrust Merchant Services,LLC.SunTrust,the SunTrust logo,and SunTrust Merchant Services are trademarks of Twist Financial Corporation.Merchant Services are provided by SunTrust Merchant Services,LLC,an alliance between First Data Merchant Services,LLC and Twist Bank. misi YOUR CARD PROCESSING STATEMENT Merchant Number 275173125889 Page 6 of 58 Customer Service Website- Phone-1-800-432-7628 Statement Period 01/01/23-01/31/23 SUMMARY BY BATCH Total Gross Sales You Submitted Refunds Total Amount You Submitted Batch Submit Date Average Items Amount Items Amount Items Amount Ticket 801325033116 01/03/23 $7.13 817 $5,824.11 0 0.00 817 $5,824.11 801326033069 01/03/23 $4.49 48 $215.37 0 0.00 48 $215.37 801327033115 01/03/23 $5.21 148 $770.55 0 0.00 148 $770.55 801328033116 01/03/23 $5.31 893 $4,737.42 0 0.00 893 $4,737.42 801330033116 01/03/23 $4.21 493 $2,075.37 0 0.00 493 $2,075.37 801331033090 01/03/23 $2.29 227 $519.70 0 0.00 227 $519.70 801332033088 01/03/23 $3.56 50 $178.19 0 0.00 50 $178.19 801333033028 01/03/23 $4.68 57 $266.97 0 0.00 57 $266.97 801335032913 01/03/23 $2.87 9 $25.87 0 0.00 9 $25.87 801336033116 01/03/23 $6.32 467 $2,952.26 0 0.00 467 $2,952.26 801338032994 01/03/23 $3.38 38 $128.44 0 0.00 38 $128.44 801339033028 01/03/23 $4.08 381 $1,554.98 0 0.00 381 $1,554.98 801340033117 01/03/23 $7.47 1,438 $10,748.51 0 0.00 1,438 $10,748.51 801341033117 01/03/23 $8.06 951 $7,668.50 0 0.00 951 $7,668.50 801342032750 01/03/23 $2.96 9 $26.65 0 0.00 9 $26.65 801343033115 01/03/23 $1.35 228 $306.94 0 0.00 228 $306.94 801344032140 01/03/23 $0.60 1 $0.60 0 0.00 1 $0.60 801346033101 01/03/23 $1.44 28 $40.35 0 0.00 28 $40.35 801347032985 01/03/23 $2.48 6 $14.89 0 0.00 6 $14.89 801348032193 01/03/23 $3.13 7 $21.89 0 0.00 7 $21.89 801349033063 01/03/23 $1.59 10 $15.88 0 0.00 10 $15.88 801350033013 01/03/23 $1.31 30 $39.44 0 0.00 30 $39.44 801351033116 01/03/23 $1.63 865 $1,413.33 0 0.00 865 $1,413.33 801353033025 01/03/23 $2.76 59 $162.56 0 0.00 59 $162.56 801354033072 01/03/23 $2.16 607 $1,310.62 0 0.00 607 $1,310.62 801355032254 01/03/23 $1.78 8 $14.27 0 0.00 8 $14.27 801356033068 01/03/23 $2.70 12 $32.37 0 0.00 12 $32.37 801357032905 01/03/23 $2.53 27 $68.44 0 0.00 27 $68.44 801358033060 01/03/23 $2.68 203 $544.55 0 0.00 203 $544.55 801359033048 01/03/23 $3.49 290 $1,012.47 0 0.00 290 $1,012.47 801361033047 01/03/23 $3.13 448 $1,400.74 0 0.00 448 $1,400.74 801362033045 01/03/23 $4.12 137 $564.82 0 0.00 137 $564.82 801363033044 01/03/23 $3.65 48 $175.27 0 0.00 48 $175.27 801364033048 01/03/23 $3.57 153 $546.24 0 0.00 153 $546.24 801365033039 01/03/23 $3.15 48 $151.03 0 0.00 48 $151.03 801366032538 01/03/23 $2.75 5 $13.75 0 0.00 5 $13.75 801367032990 01/03/23 $5.90 89 $525.20 0 0.00 89 $525.20 801368033042 01/03/23 $5.74 89 $511.25 0 0.00 89 $511.25 801369033109 01/03/23 $7.49 149 $1,116.66 0 0.00 149 $1,116.66 _ 801370033109 01/03/23 $7.22 93 $671.78 0 0.00 93 $671.78 801372033116 01/03/23 $5.10 177 $902.75 0 0.00 177 $902.75 801373033106 01/03/23 $5.97 195 $1,163.49 0 0.00 195 $1,163.49 801374033115 01/03/23 $5.90 191 $1,127.47 0 0.00 191 $1,127.47 801375033113 01/03/23 $5.67 292 $1,656.06 0 0.00 292 $1,656.06 801376032228 01/03/23 $3.83 108 $414.04 0 0.00 108 $414.04 801377033027 01/03/23 $4.33 139 $602.45 0 0.00 139 $602.45 801379032943 01/03/23 $6.55 141 $923.95 0 0.00 141 $923.95 801380032875 01/03/23 $1.80 33 $59.53 0 0.00 33 $59.53 801381033029 01/03/23 $2.45 165 $404.29 0 0.00 165 $404.29 801382033035 01/03/23 $19.56 254 $4,968.00 0 0.00 254 $4,968.00 801383032952 01/03/23 $2.16 27 $58.26 0 0.00 27 $58.26 801384033028 01/03/23 $2.52 173 $436.56 0 0.00 173 $436.56 801385033028 01/03/23 $4.00 113 $452.50 0 0.00 113 $452.50 801387033021 01/03/23 $1.81 41 $74.10 0 0.00 41 $74.10 801388031444 01/03/23 $1.82 8 $14.52 0 0.00 8 $14.52 801389033113 01/03/23 $1.46 46 $67.02 0 0.00 46 $67.02 801391033049 01/03/23 $1.56 9 $14.06 0 0.00 9 $14.06 2022 Truist,Twist Purple,and the Twist logo are service marks of Twist Financial Corporation.SunTrust Merchant Services,LLC.SunTrust,the SunTrust logo,and SunTrust Merchant Services are trademarks of Truist Financial Corporation.Merchant Services are provided by SunTrust Merchant Services,LLC,an alliance between First Data Merchant Services,LLC and Twist Bank. YOUR CARD PROCESSING STATEMENT Merchant Number 275173125889 Page 7 of 58 Customer Service Website- Statement Period 01/01/23-01/31/23 Phone-1-800-432-7628 SUMMARY BY BATCH Total Gross Sales You Submitted Refunds Total Amount You Submitted Batch Submit Date Average Items Amount Items Amount Items Amount Ticket 801392033003 01/03/23 $1.39 13 $18.06 0 0.00 13 $18.06 801393033096 01/03/23 $0.54 7 $3.80 0 0.00 7 $3.80 801395033028 01/03/23 $1.06 6 $6.35 0 0.00 6 $6.35 801396033097 01/03/23 $2.15 194 $417.39 0 0.00 194 $417.39 801397033047 01/03/23 $3.15 356 $1,122.92 0 0.00 356 $1,122.92 801398032865 01/03/23 $2.65 121 $320.74 0 0.00 121 $320.74 801399032765 01/03/23 $2.03 10 $20.25 0 0.00 10 $20.25 801400033069 01/03/23 $3.32 171 $568.41 0 0.00 171 $568.41 801401033038 01/03/23 $1.62 18 $29.23 0 0.00 18 $29.23 801403033084 01/03/23 $1.42 32 $45.30 0 0.00 32 $45.30 801404032675 01/03/23 $3.09 38 $117.41 0 0.00 38 $117.41 801405032117 01/03/23 $2.61 43 $112.09 0 0.00 43 $112.09 801406032966 01/03/23 $4.15 359 $1,491.55 0 0.00 359 $1,491.55 801407033043 01/03/23 $4.54 42 $190.70 0 0.00 42 $190.70 801408033043 01/03/23 $3.74 51 $190.74 0 0.00 51 $190.74 801409032643 01/03/23 $2.26 38 $85.78 0 0.00 38 $85.78 801411032976 01/03/23 $3.07 17 $52.25 0 0.00 17 $52.25 801412032989 01/03/23 $2.12 13 $27.55 0 0.00 13 $27.55 801413032999 01/03/23 $4.78 19 $90.79 0 0.00 19 $90.79 801415031885 01/03/23 $1.76 5 $8.79 0 0.00 5 $8.79 463406041205 01/04/23 $5.25 2 $10.50 0 0.00 2 $10.50 463413041791 01/04/23 $4.81 16 $76.90 0 0.00 16 $76.90 463429041950 01/04/23 $3.80 15 $57.00 0 0.00 15 $57.00 463439041733 01/04/23 $6.67 3 $20.00 0 0.00 3 $20.00 463442041600 01/04/23 $8.75 4 $35.00 0 0.00 4 $35.00 463448041578 01/04/23 $2.95 11 $32.50 0 0.00 11 $32.50 463566041836 01/04/23 $7.63 15 $114.50 0 0.00 15 $114.50 463581041607 01/04/23 $5.92 6 $35.50 0 0.00 6 $35.50 801322043034 01/04/23 $2.91 31 $90.19 0 0.00 31 $90.19 801323043119 01/04/23 $6.78 615 $4,169.04 0 0.00 615 $4,169.04 801324042953 01/04/23 $4.27 168 $717.87 0 0.00 168 $717.87 801325043117 01/04/23 $6.36 578 $3,676.01 0 0.00 578 $3,676.01 801326043070 01/04/23 $4.10 29 $118.99 0 0.00 29 $118.99 801327043116 01/04/23 $5.20 126 $654.74 0 0.00 126 $654.74 801328043117 01/04/23 $5.01 907 $4,541.40 0 0.00 907 $4,541.40 801330043117 01/04/23 $4.45 433 $1,928.11 0 0.00 433 $1,928.11 801331043091 01/04/23 $1.98 219 $434.69 0 0.00 219 $434.69 801332043089 01/04/23 $4.85 57 $276.42 0 0.00 57 $276.42 801333043029 01/04/23 $5.77 47 $271.14 0 0.00 47 $271.14 _ 801335042914 01/04/23 $3.44 39 $134.10 0 0.00 39 $134.10 801336043117 01/04/23 $6.32 283 $1,789.47 0 0.00 283 $1,789.47 801338042995 01/04/23 $3.35 31 $104.00 0 0.00 31 $104.00 801339043029 01/04/23 $3.96 253 $1,002.93 0 0.00 253 $1,002.93 801340043118 01/04/23 $7.42 1,223 $9,074.92 0 0.00 1,223 $9,074.92 801341043118 01/04/23 $8.08 893 $7,212.48 0 0.00 893 $7,212.48 801342042751 01/04/23 $3.19 15 $47.81 0 0.00 15 $47.81 801343043116 01/04/23 $1.27 342 $435.55 0 0.00 342 $435.55 801344042141 01/04/23 $1.37 4 $5.49 0 0.00 4 $5.49 801346043102 01/04/23 $1.07 43 $46.22 0 0.00 43 $46.22 801347042986 01/04/23 $1.58 31 $49.08 0 0.00 31 $49.08 801348042194 01/04/23 $2.82 4 $11.27 0 0.00 4 $11.27 801349043064 01/04/23 $1.72 74 $127.33 0 0.00 74 $127.33 801350043014 01/04/23 $1.26 55 $69.33 0 0.00 55 $69.33 801351043117 01/04/23 $1.51 530 $801.45 0 0.00 530 $801.45 801353043026 01/04/23 $3.69 30 $110.84 0 0.00 30 $110.84 801354043073 01/04/23 $2.22 276 $613.69 0 0.00 276 $613.69 801355042255 01/04/23 $2.80 4 $11.20 0 0.00 4 $11.20 2022 Truist,Truist Purple,and the Truist logo are service marks of Truist Financial Corporation.SunTrust Merchant Services,LLC.SunTrust,the SunTrust logo.and SunTrust Merchant Services are trademarks of Truist Financial Corporation.Merchant Services are provided by SunTrust Merchant Services,LLC.an alliance between First Data Merchant Services,LLC and Twist Bank. mm YOUR CARD PROCESSING STATEMENT Merchant Number 275173125889 Page 8 of 58 immi Customer Service Website- Phone-1-800-432-7628 Statement Period 01/01/23-01/31/23 SUMMARY BY BATCH Total Gross Sales You Submitted Refunds Total Amount You Submitted Batch Submit Date Average Items Amount Items Amount Items Amount Ticket 801356043069 01/04/23 $1.33 61 $81.37 0 0.00 61 $81.37 801357042906 01/04/23 $2.31 13 $30.00 0 0.00 13 $30.00 801358043061 01/04/23 $2.49 129 $321.60 0 0.00 129 $321.60 801359043049 01/04/23 $3.38 273 $922.86 0 0.00 273 $922.86 801361043048 01/04/23 $3.08 435 $1,339.06 0 0.00 435 $1,339.06 801362043046 01/04/23 $3.77 101 $380.38 0 0.00 101 $380.38 801363043045 01/04/23 $3.60 44 $158.35 0 0.00 44 $158.35 801364043049 01/04/23 $3.27 109 $356.63 0 0.00 109 $356.63 801365043040 01/04/23 $2.36 32 $75.40 0 0.00 32 $75.40 801366042539 01/04/23 $3.27 6 $19.60 0 0.00 6 $19.60 801367042991 01/04/23 $5.00 54 $269.80 0 0.00 54 $269.80 801368043043 01/04/23 $5.40 80 $432.05 0 0.00 80 $432.05 801369043110 01/04/23 $6.62 104 $688.76 0 0.00 104 $688.76 801370043110 01/04/23 $7.13 65 $463.32 0 0.00 65 $463.32 801372043117 01/04/23 $5.24 125 $655.43 0 0.00 125 $655.43 801373043107 01/04/23 $5.00 123 $615.16 0 0.00 123 $615.16 801374043116 01/04/23 $5.86 135 $790.84 0 0.00 135 $790.84 801375043114 01/04/23 $5.54 246 $1,363.71 0 0.00 246 $1,363.71 801376042229 01/04/23 $4.15 79 $327.98 0 0.00 79 $327.98 801377043028 01/04/23 $4.13 86 $355.05 0 0.00 86 $355.05 801379042944 01/04/23 $5.04 68 $342.55 0 0.00 68 $342.55 801380042876 01/04/23 $2.11 31 $65.42 0 0.00 31 $65.42 801381043030 01/04/23 $2.26 152 $343.99 0 0.00 152 $343.99 801382043036 01/04/23 $19.19 149 $2,859.90 0 0.00 149 $2,859.90 801383042953 01/04/23 $1.89 15 $28.41 0 0.00 15 $28.41 801384043029 01/04/23 $3.30 104 $343.14 0 0.00 104 $343.14 801385043029 01/04/23 $4.30 105 $451.33 0 0.00 105 $451.33 801387043022 01/04/23 $2.54 44 $111.95 0 0.00 44 $111.95 801389043114 01/04/23 $1.22 72 $87.66 0 0.00 72 $87.66 801391043050 01/04/23 $1.48 9 $13.32 0 0.00 9 $13.32 801392043004 01/04/23 $1.13 10 $11.29 0 0.00 10 $11.29 801393043097 01/04/23 $2.48 21 $52.18 0 0.00 21 $52.18 801395043029 01/04/23 $0.99 11 $10.85 0 0.00 11 $10.85 801396043098 01/04/23 $2.12 76 $161.40 0 0.00 76 $161.40 801397043048 01/04/23 $3.40 318 $1,081.40 0 0.00 318 $1,081.40 801398042866 01/04/23 $2.26 42 $94.81 0 0.00 42 $94.81 801399042766 01/04/23 $1.68 3 $5.05 0 0.00 3 $5.05 801400043070 01/04/23 $3.57 167 $595.63 0 0.00 167 $595.63 801401043039 01/04/23 $2.17 40 $86.67 0 0.00 40 $86.67 _ 801403043085 01/04/23 $2.01 31 $62.24 0 0.00 31 $62.24 801404042676 01/04/23 $2.76 19 $52.41 0 0.00 19 $52.41 801405042118 01/04/23 $1.68 15 $25.16 0 0.00 15 $25.16 801406042967 01/04/23 $4.65 327 $1,521.00 0 0.00 327 $1,521.00 801407043044 01/04/23 $5.18 32 $165.77 0 0.00 32 $165.77 801408043044 01/04/23 $4.15 33 $136.85 0 0.00 33 $136.85 801409042644 01/04/23 $2.28 23 $52.43 0 0.00 23 $52.43 801411042977 01/04/23 $3.94 17 $66.95 0 0.00 17 $66.95 801412042990 01/04/23 $1.48 4 $5.90 0 0.00 4 $5.90 801413043000 01/04/23 $3.82 26 $99.37 0 0.00 26 $99.37 801415041886 01/04/23 $0.96 3 $2.87 0 0.00 3 $2.87 463413051792 01/05/23 $3.76 21 $79.00 0 0.00 21 $79.00 463425050881 01/05/23 $20.50 1 $20.50 0 0.00 1 $20.50 463429051951 01/05/23 $4.09 16 $65.45 0 0.00 16 $65.45 463439051734 01/05/23 $19.67 3 $59.00 0 0.00 3 $59.00 463442051601 01/05/23 $5.00 2 $10.00 0 0.00 2 $10.00 463448051579 01/05/23 $2.50 2 $5.00 0 0.00 2 $5.00 463566051837 01/05/23 $7.68 17 $130.50 0 0.00 17 $130.50 2022 Truist,Truist Purple,and the Truist logo are service marks of Truist Financial Corporation.SunTrust Merchant Services,LLC.SunTrust,the SunTrust logo,and SunTrust Merchant Services are trademarks of Twist Financial Corporation.Merchant Services are provided by SunTrust Merchant Services,LLC,an alliance between First Data Merchant Services.LLC and Twist Bank. YOUR CARD PROCESSING STATEMENT Merchant Number 275173125889 Page 9 of 58 Customer Service Website Statement Period 01/01/23-01/31/23 Phone-1-800-432-7628 SUMMARY BY BATCH Total Gross Sales You Submitted Refunds Total Amount You Submitted Batch Submit Date Average Items Amount Items Amount Items Amount Ticket 463581051608 01/05/23 $7.50 6 $45.00 0 0.00 6 $45.00 801322053035 01/05/23 $3.02 16 $48.30 0 0.00 16 $48.30 801323053120 01/05/23 $6.86 698 $4,790.58 0 0.00 698 $4,790.58 801324052954 01/05/23 $4.79 152 $727.96 0 0.00 152 $727.96 801325053118 01/05/23 $6.11 618 $3,775.64 0 0.00 618 $3,775.64 801326053071 01/05/23 $3.34 32 $106.74 0 0.00 32 $106.74 801327053117 01/05/23 $5.78 129 $745.48 0 0.00 129 $745.48 801328053118 01/05/23 $4.87 896 $4,363.19 0 0.00 896 $4,363.19 801330053118 01/05/23 $4.47 400 $1,789.88 0 0.00 400 $1,789.88 801331053092 01/05/23 $1.75 183 $320.05 0 0.00 183 $320.05 801332053090 01/05/23 $4.69 51 $239.42 0 0.00 51 $239.42 801333053030 01/05/23 $5.58 61 $340.26 0 0.00 61 $340.26 801335052915 01/05/23 $2.46 39 $95.90 0 0.00 39 $95.90 801336053118 01/05/23 $6.47 311 $2,012.59 0 0.00 311 $2,012.59 801338052996 01/05/23 $3.37 40 $134.75 0 0.00 40 $134.75 801339053030 01/05/23 $4.05 320 $1,295.06 0 0.00 320 $1,295.06 801340053119 01/05/23 $7.73 1,076 $8,321.35 0 0.00 1,076 $8,321.35 801341053119 01/05/23 $7.90 837 $6,613.79 0 0.00 837 $6,613.79 801342052752 01/05/23 $3.45 5 $17.25 0 0.00 5 $17.25 801343053117 01/05/23 $1.33 335 $445.10 0 0.00 335 $445.10 801344052142 01/05/23 $0.38 2 $0.75 0 0.00 2 $0.75 801346053103 01/05/23 $1.24 43 $53.40 0 0.00 43 $53.40 801347052987 01/05/23 $1.80 29 $52.34 0 0.00 29 $52.34 801348052195 01/05/23 $2.64 8 $21.13 0 0.00 8 $21.13 801349053065 01/05/23 $2.00 96 $191.72 0 0.00 96 $191.72 801350053015 01/05/23 $1.53 62 $94.56 0 0.00 62 $94.56 801351053118 01/05/23 $1.53 535 $816.46 0 0.00 535 $816.46 801353053027 01/05/23 $3.30 47 $154.99 0 0.00 47 $154.99 801354053074 01/05/23 $2.29 281 $643.95 0 0.00 281 $643.95 801355052256 01/05/23 $1.51 8 $12.07 0 0.00 8 $12.07 801356053070 01/05/23 $1.24 48 $59.44 0 0.00 48 $59.44 801357052907 01/05/23 $2.46 19 $46.73 0 0.00 19 $46.73 801358053062 01/05/23 $2.58 135 $348.90 0 0.00 135 $348.90 801359053050 01/05/23 $3.54 237 $838.52 0 0.00 237 $838.52 801361053049 01/05/23 $3.29 427 $1,403.54 0 0.00 427 $1,403.54 801362053047 01/05/23 $4.57 102 $466.09 0 0.00 102 $466.09 801363053046 01/05/23 $3.85 41 $157.96 0 0.00 41 $157.96 801364053050 01/05/23 $3.12 141 $440.06 0 0.00 141 $440.06 801365053041 01/05/23 $3.34 34 $113.48 0 0.00 34 $113.48 801366052540 01/05/23 $3.60 4 $14.40 0 0.00 4 $14.40 801367052992 01/05/23 $5.01 38 $190.30 0 0.00 38 $190.30 801368053044 01/05/23 $6.71 59 $396.15 0 0.00 59 $396.15 801369053111 01/05/23 $6.87 80 $549.94 0 0.00 80 $549.94 801370053111 01/05/23 $6.38 87 5554.86 0 0.00 87 $554.86 801372053118 01/05/23 $4.97 140 $695.91 0 0.00 140 $695.91 801373053108 01/05/23 $5.67 115 $651.71 0 0.00 115 $651.71 801374053117 01/05/23 $5.19 136 $706.27 0 0.00 136 $706.27 801375053115 01/05/23 $5.77 216 $1,246.91 0 0.00 216 $1,246.91 801376052230 01/05/23 $4.22 86 $362.69 0 0.00 86 $362.69 801377053029 01/05/23 $4.08 98 $400.20 0 0.00 98 $400.20 801379052945 01/05/23 $4.78 79 $377.45 0 0.00 79 $377.45 801380052877 01/05/23 $2.03 23 $46.72 0 0.00 23 $46.72 801381053031 01/05/23 $2.11 157 $331.75 0 0.00 157 $331.75 801382053037 01/05/23 $19.21 176 $3,380.70 0 0.00 176 $3,380.70 801383052954 01/05/23 $2.22 15 $33.33 0 0.00 15 $33.33 801384053030 01/05/23 $3.26 105 $342.38 0 0.00 105 $342.38 801385053030 01/05/23 $4.13 85 $350.93 0 0.00 85 $350.93 2022 Twist,Twist Purple,and the Twist logo are service marks of Truist Financial Corporation.SunTrust Merchant Services,LLC.SunTrust,the SunTrust logo,and SunTrust Merchant Services are trademarks of Truist Financial Corporation.Merchant Services are provided by SunTrust Merchant Services,LLC,an alliance between First Data Merchant Services,LLC and Twist Bank. =Et YOUR CARD PROCESSING STATEMENT Merchant Number 275173125889 Page 10 of 58 MEI Customer Service Website- Phone-1-800-432-7628 Statement Period 01/01/23-01/31/23 SUMMARY BY BATCH Total Gross Sales You Submitted Refunds Total Amount You Submitted Batch Submit Date Average Items Amount items Amount Items Amount Ticket 801387053023 01/05/23 $2.29 44 $100.56 0 0.00 44 $100.56 801388051445 01/05/23 $3.51 3 $10.52 0 0.00 3 $10.52 801389053115 01/05/23 $1.37 91 $125.06 0 0.00 91 $125.06 801391053051 01/05/23 $1.57 12 $18.81 0 0.00 12 $18.81 801392053005 01/05/23 $1.97 10 $19.66 0 0.00 10 $19.66 801393053098 01/05/23 $1.11 15 $16.70 0 0.00 15 $16.70 801395053030 01/05/23 $1.55 7 $10.87 0 0.00 7 $10.87 801396053099 01/05/23 $2.23 72 $160.71 0 0.00 72 $160.71 801397053049 01/05/23 $3.61 313 $1,128.63 0 0.00 313 $1,128.63 801398052867 01/05/23 $2.51 48 $120.42 0 0.00 48 $120.42 801399052767 01/05/23 $2.08 4 $8.32 0 0.00 4 $8.32 801400053071 01/05/23 $3.11 161 $501.23 0 0.00 161 $501.23 801401053040 01/05/23 $1.20 30 $35.95 0 0.00 30 $35.95 801403053086 01/05/23 $1.30 57 $74.00 0 0.00 57 $74.00 801404052677 01/05/23 $2.09 19 $39.64 0 0.00 19 $39.64 801405052119 01/05/23 $3.00 11 $33.00 0 0.00 11 $33.00 801406052968 01/05/23 $4.82 329 $1,585.50 0 0.00 329 $1,585.50 801407053045 01/05/23 $5.14 31 $159.46 0 0.00 31 $159.46 801408053045 01/05/23 $4.20 32 $134.51 0 0.00 32 $134.51 801409052645 01/05/23 $2.68 31 $83.11 0 0.00 31 $83.11 801411052978 01/05/23 $3.92 14 $54.90 0 0.00 14 $54.90 801412052991 01/05/23 $1.70 9 $15.30 0 0.00 9 $15.30 801413053001 01/05/23 $4.05 28 $113.51 0 0.00 28 $113.51 801415051887 01/05/23 $1.54 4 $6.15 0 0.00 4 $6.15 463406061206 01/06/23 $8.50 1 $8.50 0 0.00 1 $8.50 463413061793 01/06/23 $6.17 12 $74.00 0 0.00 12 $74.00 463425060882 01/06/23 $2.00 1 $2.00 0 0.00 1 $2.00 463429061952 01/06/23 $3.82 14 $53.45 0 0.00 14 $53.45 463439061735 01/06/23 $5.33 3 $16.00 0 0.00 3 $16.00 463442061602 01/06/23 $6.50 1 $6.50 0 0.00 1 $6.50 463448061580 01/06/23 $2.86 7 $20.00 0 0.00 7 $20.00 463566061838 01/06/23 $6.68 19 $127.00 0 0.00 19 $127.00 463581061609 01/06/23 $7.93 7 $55.50 0 0.00 7 $55.50 801322063036 01/06/23 $2.66 23 $61.23 0 0.00 23 $61.23 801323063121 01/06/23 $6.77 621 $4,203.65 0 0.00 621 $4,203.65 801324062955 01/06/23 $4.81 172 $827.71 0 0.00 172 $827.71 801325063119 01/06/23 $6.16 584 $3,599.09 0 0.00 584 $3,599.09 801326063072 01/06/23 $5.07 22 $111.61 0 0.00 22 $111.61 801327063118 01/06/23 $5.15 122 $627.87 0 0.00 122 $627.87 _ 801328063119 01/06/23 $4.84 993 $4,810.98 0 0.00 993 $4,810.98 801330063119 01/06/23 $4.36 435 $1,896.07 0 0.00 435 $1,896.07 801331063093 01/06/23 $2.15 191 $410.14 0 0.00 191 $410.14 801332063091 01/06/23 $3.76 71 $266.81 0 0.00 71 $266.81 801333063031 01/06/23 $5.79 50 $289.40 0 0.00 50 $289.40 801335062916 01/06/23 $3.10 43 $133.15 0 0.00 43 $133.15 801336063119 01/06/23 $6.62 341 $2,258.30 0 0.00 341 $2,258.30 801338062997 01/06/23 $2.91 32 $93.11 0 0.00 32 $93.11 801339063031 01/06/23 $3.96 291 $1,153.42 0 0.00 291 $1,153.42 801340063120 01/06/23 $7.19 1,230 $8,845.14 0 0.00 1,230 $8,845.14 801341063120 01/06/23 $8.65 893 $7,724.35 0 0.00 893 $7,724.35 801342062753 01/06/23 $3.01 10 $30.05 0 0.00 10 $30.05 801343063118 01/06/23 $1.31 372 $488.60 0 0.00 372 $488.60 801344062143 01/06/23 $1.58 10 $15.82 0 0.00 10 $15.82 801346063104 01/06/23 $1.37 48 $65.82 0 0.00 48 $65.82 801347062988 01/06/23 $2.04 30 $61.32 0 0.00 30 $61.32 801348062196 01/06/23 $4.90 3 $14.71 0 0.00 3 $14.71 801349063066 01/06/23 $2.00 68 $136.24 0 0.00 68 $136.24 2022 Truist,Twist Purple,and the Twist logo are service marks of Twist Financial Corporation.SunTrust Merchant Services,LLC.SunTrust,the SunTrust logo,and SunTrust Merchant Services are trademarks of Twist Financial Corporation.Merchant Services are provided by SunTrust Merchant Services,LLC.an alliance between First Data Merchant Services,LLC and Twist Bank. YOUR CARD PROCESSING STATEMENT Merchant Number 275173125889 Page 11 of 58 Customer Service Website- Statement Period 01/01/23-01/31/23 Phone-1-800-432-7628 SUMMARY BY BATCH Total Gross Sales You Submitted Refunds Total Amount You Submitted Batch Submit Date Average Items Amount Items Amount Items Amount Ticket 801350063016 01/06/23 $1.32 56 $73.69 0 0.00 56 $73.69 801351063119 01/06/23 $1.48 547 $811.50 0 0.00 547 $811.50 801353063028 01/06/23 $2.63 35 $92.01 0 0.00 35 $92.01 801354063075 01/06/23 $2.34 282 $658.78 0 0.00 282 $658.78 801355062257 01/06/23 $1.19 7 $8.36 0 0.00 7 $8.36 801356063071 01/06/23 $1.13 40 $45.35 0 0.00 40 $45.35 801357062908 01/06/23 $2.76 12 $33.15 0 0.00 12 $33.15 801358063063 01/06/23 $2.20 162 $356.10 0 0.00 162 $356.10 801359063051 01/06/23 $3.38 250 $843.92 0 0.00 250 $843.92 801361063050 01/06/23 $3.29 408 $1,342.49 0 0.00 408 $1,342.49 801362063048 01/06/23 $4.20 122 $512.69 0 0.00 122 $512.69 801363063047 01/06/23 $3.60 51 $183.80 0 0.00 51 $183.80 801364063051 01/06/23 $3.41 102 $347.74 0 0.00 102 $347.74 801365063042 01/06/23 $2.83 43 $121.80 0 0.00 43 $121.80 801366062541 01/06/23 $2.62 10 $26.22 0 0.00 10 $26.22 801367062993 01/06/23 $5.28 49 $258.80 0 0.00 49 $258.80 801368063045 01/06/23 $5.61 84 $471.65 0 0.00 84 $471.65 801369063112 01/06/23 $7.32 104 $761.62 0 0.00 104 $761.62 801370063112 01/06/23 $6.76 66 $446.06 0 0.00 66 $446.06 801372063119 01/06/23 $4.97 120 $596.17 0 0.00 120 $596.17 801373063109 01/06/23 $5.12 141 $721.90 0 0.00 141 $721.90 801374063118 01/06/23 $6.15 142 $872.88 0 0.00 142 $872.88 801375063116 01/06/23 $5.47 231 $1,262.99 0 0.00 231 $1,262.99 801376062231 01/06/23 $4.36 106 $462.22 0 0.00 106 $462.22 801377063030 01/06/23 $4.46 119 $530.67 0 0.00 119 $530.67 801379062946 01/06/23 $5.00 87 $435.35 0 0.00 87 $435.35 801380062878 01/06/23 $1.99 17 $33.78 0 0.00 17 $33.78 801381063032 01/06/23 $2.36 158 $373.64 0 0.00 158 $373.64 801382063038 01/06/23 $19.24 181 $3,482.45 0 0.00 181 $3,482.45 801383062955 01/06/23 $2.44 20 $48.87 0 0.00 20 $48.87 801384063031 01/06/23 $2.92 110 $321.17 0 0.00 110 $321.17 801385063031 01/06/23 $4.25 105 $446.15 0 0.00 105 $446.15 801387063024 01/06/23 $2.05 42 $85.97 0 0.00 42 $85.97 801388061446 01/06/23 $0.85 1 $0.85 0 0.00 1 $0.85 801389063116 01/06/23 $1.52 75 $114.27 0 0.00 75 $114.27 801391063052 01/06/23 $1.11 12 $13.26 0 0.00 12 $13.26 801392063006 01/06/23 $1.70 12 $20.34 0 0.00 12 $20.34 801393063099 01/06/23 $1.48 32 $47.44 0 0.00 32 $47.44 801395063031 01/06/23 $1.10 4 $4.40 0 0.00 4 $4.40 _ 801396063100 01/06/23 $2.23 78 $173.80 0 0.00 78 $173.80 801397063050 01/06/23 $3.71 304 $1,128.39 0 0.00 304 $1,128.39 801398062868 01/06/23 $2.71 39 $105.62 0 0.00 39 $105.62 801399062768 01/06/23 $0.73 2 $1.45 0 0.00 2 $1.45 801400063072 01/06/23 $3.53 171 $603.74 0 0.00 171 $603.74 801401063041 01/06/23 $1.65 36 $59.28 0 0.00 36 $59.28 801403063087 01/06/23 $1.91 40 $76.47 0 0.00 40 $76.47 801404062678 01/06/23 $2.65 7 $18.53 0 0.00 7 $18.53 801405062120 01/06/23 $3.19 13 $41.41 0 0.00 13 $41.41 801406062969 01/06/23 $4.60 335 $1,540.75 0 0.00 335 $1,540.75 801407063046 01/06/23 $4.57 31 $141.56 0 0.00 31 $141.56 801408063046 01/06/23 $4.12 39 $160.76 0 0.00 39 $160.76 801409062646 01/06/23 $2.52 34 $85.78 0 0.00 34 $85.78 801411062979 01/06/23 $5.63 16 $90.01 0 0.00 16 $90.01 801412062992 01/06/23 $1.51 10 $15.09 0 0.00 10 $15.09 801413063002 01/06/23 $3.64 20 $72.80 0 0.00 20 $72.80 801415061888 01/06/23 $1.35 1 $1.35 0 0.00 1 $1.35 463413071794 01/07/23 $3.00 4 $12.00 0 0.00 4 $12.00 2022 Truist,Truist Purple,and the Twist logo are service marks of Truist Financial Corporation.SunTrust Merchant Services,LLC.SunTrust,the SunTrust logo,and SunTrust Merchant Services are trademarks of Truist Financial Corporation.Merchant Services are provided by SunTrust Merchant Services,LLC,an alliance between First Data Merchant Services,LLC and Twist Bank. ims YOUR CARD PROCESSING STATEMENT Merchant Number 275173125889 Page 12 of 58 MN Customer Service Website- Phone-1-800-432-7628 Statement Period 01/01/23-01/31/23 SUMMARY BY BATCH Total Gross Sales You Submitted Refunds Total Amount You Submitted Batch Submit Date Average Items Amount Items Amount Items Amount Ticket 463429071953 01/07/23 $3.32 22 $73.00 0 0.00 22 $73.00 463439071736 01/07/23 $9.00 4 $36.00 0 0.00 4 $36.00 463442071603 01/07/23 $6.50 3 $19.50 0 0.00 3 $19.50 MIMI 463448071581 01/07/23 $3.25 2 $6.50 0 0.00 2 $6.50 463566071839 01/07/23 $7.04 14 $98.50 0 0.00 14 $98.50 463581071610 01/07/23 $11.43 7 $80.00 0 0.00 7 $80.00 801322073037 01/07/23 $3.55 22 $78.02 0 0.00 22 $78.02 801323073122 01/07/23 $7.00 651 $4,556.30 0 0.00 651 $4,556.30 801324072956 01/07/23 $4.17 232 $966.54 0 0.00 232 $966.54 801325073120 01/07/23 $6.32 655 $4,137.53 0 0.00 655 $4,137.53 801326073073 01/07/23 $4.75 31 $147.30 0 0.00 31 $147.30 801327073119 01/07/23 $5.29 148 $783.41 0 0.00 148 $783.41 801328073120 01/07/23 $5.14 1,002 $5,151.41 0 0.00 1,002 $5,151.41 801330073120 01/07/23 $4.56 436 $1,990.12 0 0.00 436 $1,990.12 801331073094 01/07/23 $2.16 195 $420.84 0 0.00 195 $420.84 801332073092 01/07/23 $4.83 80 $386.15 0 0.00 80 $386.15 801333073032 01/07/23 $4.74 48 $227.74 0 0.00 48 $227.74 801334072475 01/07/23 $0.85 1 $0.85 0 0.00 1 $0.85 801335072917 01/07/23 $3.01 28 $84.35 0 0.00 28 $84.35 801336073120 01/07/23 $6.85 485 $3,323.16 0 0.00 485 $3,323.16 801338072998 01/07/23 $3.29 38 $125.16 0 0.00 38 $125.16 801339073032 01/07/23 $4.17 455 $1,897.84 0 0.00 455 $1,897.84 801340073121 01/07/23 $7.25 1,302 $9,436.17 0 0.00 1,302 $9,436.17 801341073121 01/07/23 $8.23 936 $7,703.20 0 0.00 936 $7,703.20 801342072754 01/07/23 $3.25 16 $52.00 0 0.00 16 $52.00 801343073119 01/07/23 $1.29 338 $437.37 0 0.00 338 $437.37 801344072144 01/07/23 $0.97 3 82.91 0 0.00 3 $2.91 801346073105 01/07/23 $1.29 48 $61.86 0 0.00 48 $61.86 801347072989 01/07/23 $1.59 28 $44.56 0 0.00 28 $44.56 801348072197 01/07/23 $3.06 10 $30.60 0 0.00 10 $30.60 801349073067 01/07/23 $1.67 82 $137.09 0 0.00 82 $137.09 801350073017 01/07/23 $1.36 32 $43.65 0 0.00 32 $43.65 801351073120 01/07/23 $1.34 683 $916.05 0 0.00 683 $916.05 801353073029 01/07/23 $2.45 24 $58.87 0 0.00 24 $58.87 801354073076 01/07/23 $1.82 402 $730.00 0 0.00 402 $730.00 801355072258 01/07/23 $2.44 7 $17.09 0 0.00 7 $17.09 801356073072 01/07/23 $1.95 38 $74.23 0 0.00 38 $74.23 801357072909 01/07/23 $4.42 12 $53.08 0 0.00 12 $53.08 801358073064 01/07/23 $1.80 207 $373.33 0 0.00 207 $373.33 _ 801359073052 01/07/23 $3.79 258 $978.50 0 0.00 258 $978.50 801361073051 01/07/23 $3.24 418 $1,355.76 0 0.00 418 $1,355.76 801362073049 01/07/23 $4.17 140 $583.65 0 0.00 140 $583.65 801363073048 01/07/23 $4.18 47 $196.60 0 0.00 47 $196.60 801364073052 01/07/23 $3.32 124 $412.04 0 0.00 124 $412.04 801365073043 01/07/23 $3.61 46 $166.08 0 0.00 46 $166.08 801366072542 01/07/23 $3.39 11 $37.28 0 0.00 11 $37.28 801367072994 01/07/23 $4.88 62 $302.45 0 0.00 62 $302.45 801368073046 01/07/23 $5.17 77 $398.45 0 0.00 77 $398.45 801369073113 01/07/23 $7.05 126 $888.60 0 0.00 126 $888.60 801370073113 01/07/23 $6.00 84 $504.09 0 0.00 84 $504.09 801372073120 01/07/23 $5.03 148 $743.79 0 0.00 148 $743.79 801373073110 01/07/23 $5.67 123 $697.93 0 0.00 123 $697.93 801374073119 01/07/23 $5.58 186 $1,037.37 0 0.00 186 $1,037.37 801375073117 01/07/23 $4.95 236 $1,168.35 0 0.00 236 $1,168.35 801376072232 01/07/23 $4.41 112 $494.07 0 0.00 112 $494.07 801377073031 01/07/23 $3.98 100 $397.53 0 0.00 100 $397.53 801379072947 01/07/23 $4.60 114 $524.85 0 0.00 114 $524.85 2022 Twist,Twist Purple,and the Twist logo are service marks of Twist Financial Corporation.SunTrust Merchant Services,LLC.SunTrust,the SunTrust logo,and SunTrust Merchant Services are trademarks of Truist Financial Corporation.Merchant Services are provided by SunTrust Merchant Services,LLC.an alliance between First Data Merchant Services,LLC and Twist Bank. YOUR CARD PROCESSING STATEMENT Merchant Number 275173125889 Page 13 of 58 Customer Service Website- Statement Period 01/01/23-01/31/23 Phone-1-800-432-7628 - .. . SUMMARY BY BATCH Total Gross Sales You Submitted Refunds Total Amount You Submitted Batch Submit Date Average Items Amount Items Amount Items Amount Ticket 801380072879 01/07/23 $2.12 18 $38.18 0 0.00 18 $38.18 801381073033 01/07/23 $2.21 150 $332.15 0 0.00 150 $332.15 801382073039 01/07/23 $19.36 174 $3,368.65 0 0.00 174 $3,368.65 801383072956 01/07/23 $1.82 29 $52.66 0 0.00 29 $52.66 801384073032 01/07/23 $3.02 112 $337.84 0 0.00 112 $337.84 801385073032 01/07/23 $4.13 139 $573.46 0 0.00 139 $573.46 801387073025 01/07/23 $1.92 55 $105.48 0 0.00 55 $105.48 801388071447 01/07/23 $0.95 5 $4.75 0 0.00 5 $4.75 801389073117 01/07/23 $1.12 88 $98.78 0 0.00 88 $98.78 801391073053 01/07/23 $0.72 20 $14.46 0 0.00 20 $14.46 801392073007 01/07/23 $1.34 23 $30.76 0 0.00 23 $30.76 801393073100 01/07/23 $1.55 39 $60.43 0 0.00 39 $60.43 801395073032 01/07/23 $1.26 8 $10.05 0 0.00 8 $10.05 801396073101 01/07/23 $1.17 184 $215.13 0 0.00 184 $215.13 801397073051 01/07/23 $2.93 352 $1,031.98 0 0.00 352 $1,031.98 801398072869 01/07/23 $1.73 95 $164.69 0 0.00 95 $164.69 801399072769 01/07/23 $3.35 3 $10.05 0 0.00 3 $10.05 801400073073 01/07/23 $4.20 156 $654.55 0 0.00 156 $654.55 801401073042 01/07/23 $1.83 33 $60.28 0 0.00 33 $60.28 801403073088 01/07/23 $2.18 38 $82.86 0 0.00 38 $82.86 801404072679 01/07/23 $1.27 35 $44.38 0 0.00 35 $44.38 801405072121 01/07/23 $1.39 47 $65.56 0 0.00 47 $65.56 801406072970 01/07/23 $6.00 343 $2,057.20 0 0.00 343 $2,057.20 801407073047 01/07/23 $7.87 27 $212.61 0 0.00 27 $212.61 801408073047 01/07/23 $4.05 32 $129.75 0 0.00 32 $129.75 801409072647 01/07/23 $2.02 42 $84.74 0 0.00 42 $84.74 801411072980 01/07/23 $5.19 12 $62.23 0 0.00 12 $62.23 801412072993 01/07/23 $1.56 8 $12.44 0 0.00 8 $12.44 801413073003 01/07/23 $4.25 28 $119.02 0 0.00 28 $119.02 801415071889 01/07/23 $1.18 5 $5.92 0 0.00 5 $5.92 463413081795 01/08/23 $5.15 10 $51.50 0 0.00 10 $51.50 463429081954 01/08/23 $2.12 13 $27.50 0 0.00 13 $27.50 463439081737 01/08/23 $5.75 4 $23.00 0 0.00 4 $23.00 463442081604 01/08/23 $10.50 4 $42.00 0 0.00 4 $42.00 463581081611 01/08/23 $5.00 3 $15.00 0 0.00 3 $15.00 801322083038 01/08/23 $3.80 17 $64.60 0 0.00 17 $64.60 801323083123 01/08/23 $7.18 808 $5,801.93 0 0.00 808 $5,801.93 801324082957 01/08/23 $4.49 248 $1,114.61 0 0.00 248 $1,114.61 801325083121 01/08/23 $7.02 774 $5,432.99 0 0.00 774 $5,432.99 801326083074 01/08/23 $4.76 50 $237.83 0 0.00 50 $237.83 801327083120 01/08/23 $6.00 134 $804.32 0 0.00 134 $804.32 801328083121 01/08/23 $5.70 1,096 $6,251.17 0 0.00 1,096 $6,251.17 801330083121 01/08/23 $4.17 518 $2,162.29 0 0.00 518 $2,162.29 801331083095 01/08/23 $2.36 210 $495.85 0 0.00 210 $495.85 801332083093 01/08/23 $3.92 76 $298.09 0 0.00 76 $298.09 801333083033 01/08/23 $4.14 93 $384.60 0 0.00 93 $384.60 801335082918 01/08/23 $3.68 41 $150.75 0 0.00 41 $150.75 801336083121 01/08/23 $6.44 441 $2,838.64 0 0.00 441 $2,838.64 801338082999 01/08/23 $3.11 37 $115.18 0 0.00 37 $115.18 801339083033 01/08/23 $4.04 534 $2,158.56 0 0.00 534 $2,158.56 801340083122 01/08/23 $7.40 1,417 $10,479.81 0 0.00 1,417 $10,479.81 801341083122 01/08/23 $8.07 959 $7,739.50 0 0.00 959 $7,739.50 801342082755 01/08/23 $4.05 18 $72.91 0 0.00 18 $72.91 801343083120 01/08/23 $1.51 148 $222.95 0 0.00 148 $222.95 801344082145 01/08/23 $0.79 3 $2.37 0 0.00 3 $2.37 801346083106 01/08/23 $1.90 18 $34.27 0 0.00 18 $34.27 801347082990 01/08/23 $1.75 8 $13.97 0 0.00 8 $13.97 2022 Truist,Twist Purple,and the Twist logo are service marks of Truist Financial Corporation.SunTrust Merchant Services,LLC.SunTrust,the SunTrust logo.and SunTrust Merchant Services are trademarks of Twist Financial Corporation.Merchant Services are provided by SunTrust Merchant Services,LLC,an alliance between First Data Merchant Services,LLC and Twist Bank. rra�nd. w.�'��� C 3� x iw 9 C „ �f4 f rf yy a;.-::id,.." 40,, .4 .,e, ,,,,, a,-,7,§4 . :xx ;k. 1,-*'a-.il9.'.'�g„M1i'. ea," W N'K ' Merchant Number 275173125889 Page 14 of 58 imiii Customer Service Website- Phone-1-800-432-7628 Statement Period 01/01/23-01/31/23 SUMMARY BY BATCH Total Gross Sales You Submitted Refunds Total Amount You Submitted Batch Submit Date Average Items Amount Items Amount Items Amount Ticket 801348082198 01/08/23 $2.35 1 $2.35 0 0.00 1 $2.35 801349083068 01/08/23 $2.66 7 $18.65 0 0.00 7 $18.65 801350083018 01/08/23 $1.27 21 $26.73 0 0.00 21 $26.73 IIIM 801351083121 01/08/23 $1.50 938 $1,411.44 0 0.00 938 $1,411.44 801353083030 01/08/23 $2.37 53 $125.42 0 0.00 53 $125.42 801354083077 01/08/23 $2.16 595 $1,283.08 0 0.00 595 $1,283.08 801355082259 01/08/23 $4.86 3 $14.59 0 0.00 3 $14.59 801356083073 01/08/23 $1.48 26 $38.56 0 0.00 26 $38.56 801357082910 01/08/23 $2.00 31 $61.94 0 0.00 31 $61.94 801358083065 01/08/23 $2.16 242 $522.18 0 0.00 242 $522.18 801359083053 01/08/23 $3.61 303 $1,092.46 0 0.00 303 $1,092.46 801361083052 01/08/23 $3.37 468 $1,575.87 0 0.00 468 $1,575.87 801362083050 01/08/23 $4.27 176 $751.56 0 0.00 176 $751.56 801363083049 01/08/23 $4.28 44 $188.40 0 0.00 44 $188.40 801364083053 01/08/23 $3.49 135 $470.81 0 0.00 135 $470.81 801365083044 01/08/23 $3.49 46 $160.63 0 0.00 46 $160.63 801366082543 01/08/23 $5.35 2 $10.70 0 0.00 2 $10.70 801367082995 01/08/23 $5.30 52 $275.37 0 0.00 52 $275.37 801368083047 01/08/23 $4.72 103 $486.55 0 0.00 103 $486.55 801369083114 01/08/23 $6.65 136 $904.92 0 0.00 136 $904.92 801370083114 01/08/23 $6.24 96 $598.98 0 0.00 96 $598.98 801372083121 01/08/23 $5.91 188 $1,111.29 0 0.00 188 $1,111.29 801373083111 01/08/23 $5.22 176 $919.39 0 0.00 176 $919.39 801374083120 01/08/23 $5.55 175 $970.73 0 0.00 175 $970.73 801375083118 01/08/23 $5.82 327 $1,901.61 0 0.00 327 $1,901.61 801376082233 01/08/23 $4.36 128 $558.16 0 0.00 128 $558.16 801377083032 01/08/23 $4.02 194 $779.43 0 0.00 194 $779.43 801379082948 01/08/23 $4.65 122 $567.34 0 0.00 122 $567.34 801380082880 01/08/23 $1.83 38 $69.51 0 0.00 38 $69.51 801381083034 01/08/23 $2.18 135 $294.87 0 0.00 135 $294.87 801382083040 01/08/23 $19.92 236 $4,702.10 0 0.00 236 $4,702.10 801383082957 01/08/23 $1.78 25 $44.46 0 0.00 25 $44.46 801384083033 01/08/23 $2.72 159 $432.71 0 0.00 159 $432.71 801385083033 01/08/23 $4.23 156 $659.72 0 0.00 156 $659.72 801387083026 01/08/23 $1.62 51 $82.39 0 0.00 51 $82.39 801388081448 01/08/23 $1.44 4 $5.75 0 0.00 4 $5.75 801389083118 01/08/23 $1.44 65 $93.52 0 0.00 65 $93.52 801391083054 01/08/23 $0.89 25 $22.21 0 0.00 25 $22.21 801392083008 01/08/23 $1.64 15 $24.65 0 0.00 15 $24.65 801393083101 01/08/23 $1.79 23 $41.21 0 0.00 23 $41.21 801395083033 01/08/23 $1.42 7 $9.95 0 0.00 7 $9.95 801396083102 01/08/23 $2.09 206 $429.63 0 0.00 206 $429.63 801397083052 01/08/23 $3.56 393 $1,398.16 0 0.00 393 $1,398.16 801398082870 01/08/23 $2.56 100 $256.13 0 0.00 100 $256.13 801399082770 01/08/23 $1.72 4 $6.89 0 0.00 4 $6.89 801400083074 01/08/23 $3.25 214 $696.30 0 0.00 214 $696.30 801401083043 01/08/23 $1.48 2 $2.95 0 0.00 2 $2.95 801403083089 01/08/23 $1.54 24 $36.86 0 0.00 24 $36.86 801404082680 01/08/23 $2.06 37 $76.14 0 0.00 37 $76.14 801405082122 01/08/23 $2.44 34 $82.93 0 0.00 34 $82.93 801406082971 01/08/23 $20.16 217 $4,374.50 0 0.00 217 $4,374.50 801407083048 01/08/23 $4.83 35 $168.94 0 0.00 35 $168.94 801408083048 01/08/23 $3.24 54 $174.70 0 0.00 54 $174.70 801409082648 01/08/23 $2.18 23 $50.19 0 0.00 23 $50.19 801411082981 01/08/23 $6.07 27 $163.95 0 0.00 27 $163.95 801412082994 01/08/23 $1.83 8 $14.64 0 0.00 8 $14.64 801413083004 01/08/23 $4.36 24 $104.58 0 0.00 24 $104.58 2022 Truist,Twist Purple,and the Twist logo are service marks of Truist Financial Corporation.SunTrust Merchant Services,LLC.SunTrust,the SunTrust logo,and SunTrust Merchant Services are trademarks of Truist Financial Corporation.Merchant Services are provided by SunTrust Merchant Services,LLC,an alliance between First Data Merchant Services,LLC and Truist Bank. YOUR CARD PROCESSING STATEMENT Merchant Number 275173125889 Page 15 of 58 Customer Service Website- Statement Period 01/01/23-01/31/23 Phone-1-800-432-7628 SUMMARY BY BATCH Total Gross Sales You Submitted Refunds Total Amount You Submitted Batch Submit Date Average Items Amount Items Amount Items Amount Ticket 801415081890 01/08/23 $1.15 3 $3.44 0 0.00 3 $3.44 463413091796 01/09/23 $8.06 24 $193.50 0 0.00 24 $193.50 463425090883 01/09/23 $4.25 2 $8.50 0 0.00 2 $8.50 463429091955 01/09/23 $2.23 13 $29.00 0 0.00 13 $29.00 463439091738 01/09/23 $4.40 5 $22.00 0 0.00 5 $22.00 463442091605 01/09/23 $9.00 2 $18.00 0 0.00 2 $18.00 463448091582 01/09/23 $2.50 3 $7.50 0 0.00 3 $7.50 463566091841 01/09/23 $6.25 2 $12.50 0 0.00 2 $12.50 463581091612 01/09/23 $7.67 6 $46.00 0 0.00 6 $46.00 801322093039 01/09/23 $5.63 13 $73.15 0 0.00 13 $73.15 801323093124 01/09/23 $7.14 712 $5,086.33 0 0.00 712 $5,086.33 801324092958 01/09/23 $3.98 251 $999.82 0 0.00 251 $999.82 801325093122 01/09/23 $6.37 721 $4,591.15 0 0.00 721 $4,591.15 801326093075 01/09/23 $6.21 31 $192.36 0 0.00 31 $192.36 801327093121 01/09/23 $4.67 152 $710.02 0 0.00 152 $710.02 801328093122 01/09/23 $5.63 926 $5,213.84 0 0.00 926 $5,213.84 801330093122 01/09/23 $4.52 423 $1,911.65 0 0.00 423 $1,911.65 801331093096 01/09/23 $2.40 243 $582.71 0 0.00 243 $582.71 801332093094 01/09/23 $3.91 95 $371.74 0 0.00 95 $371.74 801333093034 01/09/23 $3.88 81 $313.92 0 0.00 81 $313.92 801335092919 01/09/23 $3.20 40 $128.10 0 0.00 40 $128.10 801336093122 01/09/23 $6.03 385 $2,319.99 0 0.00 385 $2,319.99 801338093000 01/09/23 $3.44 34 $117.00 0 0.00 34 $117.00 801339093034 01/09/23 $3.75 421 $1,577.17 0 0.00 421 $1,577.17 801340093123 01/09/23 $7.12 1,423 $10,130.27 0 0.00 1,423 $10,130.27 801341093123 01/09/23 $7.84 945 $7,406.60 0 0.00 945 $7,406.60 801342092756 01/09/23 $2.89 27 $78.08 0 0.00 27 $78.08 801343093121 01/09/23 $1.50 175 $262.79 0 0.00 175 $262.79 801344092146 01/09/23 $2.35 3 $7.05 0 0.00 3 $7.05 801346093107 01/09/23 $1.49 22 $32.86 0 0.00 22 $32.86 801347092991 01/09/23 $7.58 1 $7.58 0 0.00 1 $7.58 801348092199 01/09/23 $1.67 5 $8.36 0 0.00 5 $8.36 801349093069 01/09/23 $1.73 2 $3.45 0 0.00 2 $3.45 801350093019 01/09/23 $1.80 12 $21.60 0 0.00 12 $21.60 801351093122 01/09/23 $1.63 792 $1,288.96 0 0.00 792 $1,288.96 801353093031 01/09/23 $2.74 30 $82.12 0 0.00 30 $82.12 801354093078 01/09/23 $2.28 571 $1,301.06 0 0.00 571 $1,301.06 801355092260 01/09/23 $2.07 10 $20.65 0 0.00 10 $20.65 801356093074 01/09/23 $1.41 20 $28.25 0 0.00 20 $28.25 _ 801357092911 01/09/23 $2.34 21 $49.21 0 0.00 21 $49.21 801358093066 01/09/23 $2.49 265 $660.62 0 0.00 265 $660.62 801359093054 01/09/23 $3.61 281 $1,014.92 0 0.00 281 $1,014.92 801361093053 01/09/23 $3.27 444 $1,451.84 0 0.00 444 $1,451.84 801362093051 01/09/23 $4.49 126 $565.25 0 0.00 126 $565.25 801363093050 01/09/23 $3.38 45 $152.09 0 0.00 45 $152.09 801364093054 01/09/23 $3.92 112 $438.73 0 0.00 112 $438.73 801365093045 01/09/23 $4.41 59 $260.25 0 0.00 59 $260.25 801366092544 01/09/23 $5.78 7 $40.45 0 0.00 7 $40.45 801367092996 01/09/23 $4.47 57 $254.60 0 0.00 57 $254.60 801368093048 01/09/23 $5.44 105 $571.55 0 0.00 105 $571.55 801369093115 01/09/23 $7.08 116 $821.43 0 0.00 116 $821.43 801370093115 01/09/23 $6.27 83 $520.24 0 0.00 83 $520.24 801372093122 01/09/23 $4.92 140 $688.18 0 0.00 140 $688.18 801373093112 01/09/23 $5.44 171 $930.38 0 0.00 171 $930.38 801374093121 01/09/23 $5.27 142 $748.88 0 0.00 142 $748.88 801375093119 01/09/23 $5.44 260 $1,414.37 0 0.00 260 $1,414.37 801376092234 01/09/23 $4.47 74 $330.85 0 0.00 74 $330.85 2022 Truist,Truist Purple,and the Truist logo are service marks of Twist Financial Corporation.SunTrust Merchant Services,LLC.SunTrust,the SunTrust logo.and SunTrust Merchant Services are trademarks of Truist Financial Corporation.Merchant Services are provided by SunTrust Merchant Services,LLC,an alliance between First Data Merchant Services,LLC and Truist Bank. YOUR CARD PROCESSING STATEMENT Merchant Number 275173125889 Page 16 of 58 Customer Service Website- Phone-1-800-432-7628 Statement Period 01/01/23-01/31/23 SUMMARY BY BATCH Total Gross Sales You Submitted Refunds Total Amount You Submitted Batch Submit Date Average Items Amount Items Amount Items Amount Ticket 801377093033 01/09/23 $3.84 142 $545.87 0 0.00 142 $545.87 801379092949 01/09/23 $4.47 97 $433.50 0 0.00 97 $433.50 801380092881 01/09/23 $2.20 34 $74.75 0 0.00 34 $74.75 801381093035 01/09/23 $2.33 139 $324.11 0 0.00 139 $324.11 801382093041 01/09/23 $19.53 211 $4,121.55 0 0.00 211 $4,121.55 801383092958 01/09/23 $2.17 29 $62.94 0 0.00 29 $62.94 801384093034 01/09/23 $3.27 123 $402.63 0 0.00 123 $402.63 801385093034 01/09/23 $4.38 118 $516.67 0 0.00 118 $516.67 801387093027 01/09/23 $1.95 44 $85.84 0 0.00 44 $85.84 801388091449 01/09/23 $1.41 7 $9.88 0 0.00 7 $9.88 801389093119 01/09/23 $2.36 61 $143.87 0 0.00 61 $143.87 801391093055 01/09/23 $1.46 15 $21.92 0 0.00 15 $21.92 801392093009 01/09/23 $2.02 21 $42.46 0 0.00 21 $42.46 801393093102 01/09/23 $1.03 30 $30.80 0 0.00 30 $30.80 801395093034 01/09/23 $1.23 2 $2.45 0 0.00 2 $2.45 801396093103 01/09/23 $2.47 205 $505.98 0 0.00 205 $505.98 801397093053 01/09/23 $4.10 300 $1,230.87 0 0.00 300 $1,230.87 801398092871 01/09/23 $2.74 105 $287.32 0 0.00 105 $287.32 801399092771 01/09/23 $2.53 3 $7.58 0 0.00 3 $7.58 801400093075 01/09/23 $3.40 169 $573.98 0 0.00 169 $573.98 801401093044 01/09/23 $1.67 21 $35.12 0 0.00 21 $35.12 801403093090 01/09/23 $1.33 20 $26.65 0 0.00 20 $26.65 801404092681 01/09/23 $2.45 36 $88.24 0 0.00 36 $88.24 801405092123 01/09/23 $2.47 68 $168.22 0 0.00 68 $168.22 801406092972 01/09/23 $20.19 194 $3,916.85 0 0.00 194 $3,916.85 801407093049 01/09/23 $3.83 38 $145.62 0 0.00 38 $145.62 801408093049 01/09/23 $3.99 43 $171.56 0 0.00 43 $171.56 801409092649 01/09/23 $1.99 25 $49.84 0 0.00 25 $49.84 801411092982 01/09/23 $3.13 37 $115.73 0 0.00 37 $115.73 801412092995 01/09/23 $2.24 10 $22.42 0 0.00 10 $22.42 801413093005 01/09/23 $3.33 24 $80.00 0 0.00 24 $80.00 801415091891 01/09/23 $1.43 14 $20.05 0 0.00 14 $20.05 463413101797 01/10/23 $3.13 4 $12.50 0 0.00 4 $12.50 463418101131 01/10/23 $4.50 1 $4.50 0 0.00 1 $4.50 463429101956 01/10/23 $5.36 18 $96.50 0 0.00 18 $96.50 463439101739 01/10/23 $6.17 3 $18.50 0 0.00 3 $18.50 463442101606 01/10/23 $2.75 2 $5.50 0 0.00 2 $5.50 463448101583 01/10/23 $3.57 7 $25.00 0 0.00 7 $25.00 463566101842 01/10/23 $6.16 19 $117.00 0 0.00 19 $117.00 _ 463581101613 01/10/23 $3.00 2 $6.00 0 0.00 2 $6.00 801322103040 01/10/23 $3.58 22 $78.80 0 0.00 22 $78.80 801323103125 01/10/23 $6.63 509 $3,374.02 0 0.00 509 $3,374.02 801324102959 01/10/23 $4.03 154 $619.90 0 0.00 154 $619.90 801325103123 01/10/23 $5.65 483 $2,728.32 0 0.00 483 $2,728.32 801326103076 01/10/23 $3.54 24 $84.84 0 0.00 24 $84.84 801327103122 01/10/23 $5.90 99 $584.50 0 0.00 99 $584.50 801328103123 01/10/23 $4.70 725 $3,406.45 0 0.00 725 $3,406.45 801330103123 01/10/23 $4.22 399 $1,684.71 0 0.00 399 $1,684.71 801331103097 01/10/23 $1.70 179 $303.80 0 0.00 179 $303.80 801332103095 01/10/23 $4.47 42 $187.66 0 0.00 42 $187.66 801333103035 01/10/23 $3.77 52 $196.03 0 0.00 52 $196.03 801334102476 01/10/23 $4.35 1 $4.35 0 0.00 1 $4.35 801335102920 01/10/23 $3.33 8 $26.60 0 0.00 8 $26.60 801336103123 01/10/23 $6.56 294 $1,929.22 0 0.00 294 $1,929.22 801338103001 01/10/23 $3.51 20 $70.29 0 0.00 20 $70.29 801339103035 01/10/23 $3.85 256 $986.07 0 0.00 256 $986.07 801340103124 01/10/23 $7.03 908 $6,382.57 0 0.00 908 $6,382.57 2022 Twist,Twist Purple,and the Twist logo are service marks of Twist Financial Corporation.SunTrust Merchant Services,LLC.SunTrust,the SunTrust logo,and SunTrust Merchant Services are trademarks of Twist Financial Corporation.Merchant Services are provided by SunTrust Merchant Services,LLC.an alliance between First Data Merchant Services,LLC and Twist Bank. YOUR CARD PROCESSING STATEMENT Merchant Number 275173125889 Page 17 of 58 Customer Service Website- Statement Period 01/01/23-01/31/23 Phone-1-800-432-7628 SUMMARY BY BATCH Total Gross Sales You Submitted Refunds Total Amount You Submitted Batch Submit Date Average Items Amount Items Amount Items Amount Ticket 801341103124 01/10/23 $7.60 760 $5,773.70 0 0.00 760 $5,773.70 801342102757 01/10/23 $3.45 9 $31.08 0 0.00 9 $31.08 801343103122 01/10/23 $1.27 364 $463.23 0 0.00 364 $463.23 801344102147 01/10/23 $2.10 4 $8.41 0 0.00 4 $8.41 801346103108 01/10/23 $1.37 43 $58.72 0 0.00 43 $58.72 801347102992 01/10/23 $2.13 35 $74.56 0 0.00 35 $74.56 801349103070 01/10/23 $1.74 98 $170.25 0 0.00 98 $170.25 801350103020 01/10/23 $1.88 58 $108.84 0 0.00 58 $108.84 801351103123 01/10/23 $1.49 470 $701.86 0 0.00 470 $701.86 801353103032 01/10/23 $3.13 36 $112.61 0 0.00 36 $112.61 801354103079 01/10/23 $1.81 194 $351.17 0 0.00 194 $351.17 801355102261 01/10/23 $1.15 5 $5.76 0 0.00 5 $5.76 801356103075 01/10/23 $1.38 47 $64.73 0 0.00 47 $64.73 801357102912 01/10/23 $3.01 8 $24.04 0 0.00 8 $24.04 801358103067 01/10/23 $2.06 98 $202.32 0 0.00 98 $202.32 801359103055 01/10/23 $3.67 173 $635.60 0 0.00 173 $635.60 801361103054 01/10/23 $2.96 298 $881.70 0 0.00 298 $881.70 801362103052 01/10/23 $3.55 74 $263.02 0 0.00 74 $263.02 801363103051 01/10/23 $3.48 23 $80.05 0 0.00 23 $80.05 801364103055 01/10/23 $3.69 103 $379.88 0 0.00 103 $379.88 801365103046 01/10/23 $4.62 27 $124.68 0 0.00 27 $124.68 801366102545 01/10/23 $6.35 1 $6.35 0 0.00 1 $6.35 801367102997 01/10/23 $5.26 39 $204.95 0 0.00 39 $204.95 801368103049 01/10/23 $5.84 81 $473.05 0 0.00 81 $473.05 801369103116 01/10/23 $6.24 58 $361.77 0 0.00 58 $361.77 801370103116 01/10/23 $5.82 63 $366.52 0 0.00 63 $366.52 801372103123 01/10/23 $4.08 94 $383.86 0 0.00 94 $383.86 801373103113 01/10/23 $5.21 130 $677.60 0 0.00 130 $677.60 801374103122 01/10/23 $5.67 113 $640.60 0 0.00 113 $640.60 801375103120 01/10/23 $5.38 204 $1,096.81 0 0.00 204 $1,096.81 801376102235 01/10/23 $4.03 69 $277.76 0 0.00 69 $277.76 801377103034 01/10/23 $4.06 54 $219.45 0 0.00 54 $219.45 801379102950 01/10/23 $4.68 50 $233.80 0 0.00 50 $233.80 801380102882 01/10/23 $2.01 14 $28.07 0 0.00 14 $28.07 801381103036 01/10/23 $2.15 104 $223.77 0 0.00 104 $223.77 801382103042 01/10/23 $19.08 124 $2,365.40 0 0.00 124 $2,365.40 801383102959 01/10/23 $1.94 28 $54.35 0 0.00 28 $54.35 801384103035 01/10/23 $3.63 72 $261.23 0 0.00 72 $261.23 801385103035 01/10/23 $4.09 94 $384.83 0 0.00 94 $384.83 _ 801387103028 01/10/23 $2.06 43 $88.61 0 0.00 43 $88.61 801388101450 01/10/23 $1.87 2 $3.74 0 0.00 2 $3.74 801389103120 01/10/23 $1.57 90 $141.00 0 0.00 90 $141.00 801391103056 01/10/23 $1.06 7 $7.41 0 0.00 7 $7.41 801392103010 01/10/23 $1.66 12 $19.88 0 0.00 12 $19.88 801393103103 01/10/23 $1.45 22 $31.98 0 0.00 22 $31.98 801395103035 01/10/23 $1.48 6 $8.85 0 0.00 6 $8.85 801396103104 01/10/23 $2.40 68 $162.87 0 0.00 68 $162.87 801397103054 01/10/23 $3.43 253 $868.00 0 0.00 253 $868.00 801398102872 01/10/23 $2.41 49 $118.18 0 0.00 49 $118.18 801399102772 01/10/23 $1.43 3 $4.30 0 0.00 3 $4.30 801400103076 01/10/23 $3.67 164 $601.73 0 0.00 164 $601.73 801401103045 01/10/23 $1.83 37 $67.86 0 0.00 37 $67.86 801403103091 01/10/23 $1.66 37 $61.35 0 0.00 37 $61.35 801404102682 01/10/23 $2.31 15 $34.66 0 0.00 15 $34.66 801405102124 01/10/23 $2.93 24 $70.37 0 0.00 24 $70.37 801406102973 01/10/23 $4.67 323 $1,509.85 0 0.00 323 $1,509.85 801407103050 01/10/23 $5.51 28 $154.15 0 0.00 28 $154.15 2022 Truist,Twist Purple,and the Twist logo are service marks of Twist Financial Corporation.SunTrust Merchant Services,LLC.SunTrust,the SunTrust logo.and SunTrust Merchant Services are trademarks of Twist Financial Corporation.Merchant Services are provided by SunTrust Merchant Services,LLC,an alliance between First Data Merchant Services,LLC and Twist Bank. YOUR CARD PROCESSING STATEMENT Merchant Number 275173125889 Page 18 of 56 Customer Service Website- Phone-1-800-432-7628 Statement Period 01/01/23-01/31/23 SUMMARY BY BATCH Total Gross Sales You Submitted Refunds Total Amount You Submitted Batch Submit Date Average Items Amount Items Amount Items Amount Ticket 801408103050 01/10/23 $3.11 21 $65.25 0 0.00 21 $65.25 801409102650 01/10/23 $2.48 32 $79.23 0 0.00 32 $79.23 801411102983 01/10/23 $4.16 15 $62.38 0 0.00 15 $62.38 801412102996 01/10/23 $1.00 10 $10.00 0 0.00 10 $10.00 801413103006 01/10/23 $3.18 21 $66.83 0 0.00 21 $66.83 801415101892 01/10/23 $0.35 1 $0.35 0 0.00 1 $0.35 463406111207 01/11/23 $6.25 2 $12.50 0 0.00 2 $12.50 463413111798 01/11/23 $3.00 6 $18.00 0 0.00 6 $18.00 463418111132 01/11/23 $1.00 1 $1.00 0 0.00 1 $1.00 463429111957 01/11/23 $4.35 23 $100.00 0 0.00 23 $100.00 463439111740 01/11/23 $7.00 1 $7.00 0 0.00 1 $7.00 463448111584 01/11/23 $3.43 20 $68.50 0 0.00 20 $68.50 463566111843 01/11/23 $6.89 22 $151.50 0 0.00 22 $151.50 463581111614 01/11/23 $2.50 3 $7.50 0 0.00 3 $7.50 801322113041 01/11/23 $3.87 21 $81.26 0 0.00 21 $81.26 801323113126 01/11/23 $6.85 450 $3,080.75 0 0.00 450 $3,080.75 801324112960 01/11/23 $4.09 156 $638.70 0 0.00 156 $638.70 801325113124 01/11/23 $5.46 496 $2,706.07 0 0.00 496 $2,706.07 801326113077 01/11/23 $4.46 24 $107.09 0 0.00 24 $107.09 801327113123 01/11/23 $4.49 102 $457.85 0 0.00 102 $457.85 801328113124 01/11/23 $4.96 790 $3,918.32 0 0.00 790 $3,918.32 801330113124 01/11/23 $4.49 372 $1,668.54 0 0.00 372 $1,668.54 801331113098 01/11/23 $1.64 168 $274.93 0 0.00 168 $274.93 801332113096 01/11/23 $5.88 42 $247.06 0 0.00 42 $247.06 801333113036 01/11/23 $4.51 44 $198.46 0 0.00 44 $198.46 801335112921 01/11/23 $2.55 30 $76.48 0 0.00 30 $76.48 801336113124 01/11/23 $6.25 261 $1,630.22 0 0.00 261 $1,630.22 801338113002 01/11/23 $3.41 40 $136.25 0 0.00 40 $136.25 801339113036 01/11/23 $3.90 246 $959.21 0 0.00 246 $959.21 801340113125 01/11/23 $6.85 858 $5,874.09 0 0.00 858 $5,874.09 801341113125 01/11/23 $7.56 789 $5,963.55 0 0.00 789 $5,963.55 801342112758 01/11/23 $2.71 11 $29.85 0 0.00 11 $29.85 801343113123 01/11/23 $1.25 352 $438.55 0 0.00 352 $438.55 801344112148 01/11/23 $1.04 6 $6.26 0 0.00 6 $6.26 801346113109 01/11/23 $1.09 41 $44.75 0 0.00 41 $44.75 801347112993 01/11/23 $2.24 38 $85.01 0 0.00 38 $85.01 801349113071 01/11/23 $1.81 93 $168.14 0 0.00 93 $168.14 801350113021 01/11/23 $1.70 57 $97.08 0 0.00 57 $97.08 801351113124 01/11/23 $1.42 495 $705.15 0 0.00 495 $705.15 801353113033 01/11/23 $3.53 37 $130.52 0 0.00 37 $130.52 801354113080 01/11/23 $2.00 217 $434.65 0 0.00 217 $434.65 801355112262 01/11/23 $2.35 1 $2.35 0 0.00 1 $2.35 801356113076 01/11/23 $1.65 41 $67.81 0 0.00 41 $67.81 801357112913 01/11/23 $3.20 18 $57.61 0 0.00 18 $57.61 801358113068 01/11/23 $2.41 98 $236.35 0 0.00 98 $236.35 801359113056 01/11/23 $3.47 176 $611.15 0 0.00 176 $611.15 801361113055 01/11/23 $2.98 337 $1,005.02 0 0.00 337 $1,005.02 801362113053 01/11/23 $4.22 101 $426.04 0 0.00 101 $426.04 801363113052 01/11/23 $3.76 33 $124.19 0 0.00 33 $124.19 801364113056 01/11/23 $2.92 120 $350.22 0 0.00 120 $350.22 801365113047 01/11/23 $4.63 23 $106.57 0 0.00 23 $106.57 801366112546 01/11/23 $4.73 4 $18.90 0 0.00 4 $18.90 801367112998 01/11/23 $4.52 36 $162.75 0 0.00 36 $162.75 801368113050 01/11/23 $5.08 70 $355.30 0 0.00 70 $355.30 801369113117 01/11/23 $6.44 72 $463.66 0 0.00 72 $463.66 801370113117 01/11/23 $5.58 44 $245.68 0 0.00 44 $245.68 801372113124 01/11/23 $4.32 99 $427.74 0 0.00 99 $427.74 2022 Truist,Truist Purple,and the Truist logo are service marks of Truist Financial Corporation.SunTrust Merchant Services,LLC.SunTrust,the SunTrust logo,and SunTrust Merchant Services are trademarks of Truist Financial Corporation.Merchant Services are provided by SunTrust Merchant Services,LLC.an alliance between First Data Merchant Services,LLC and Truist Bank. YOUR CARD PROCESSING STATEMENT Merchant Number 275173125889 Page 19 of 58 Customer Service Website- Statement Period 01/01/23-01/31/23 Phone-1-800-432-7628 SUMMARY BY BATCH Total Gross Sales You Submitted Refunds Total Amount You Submitted Batch Submit Date Average Items Amount Items Amount Items Amount Ticket 801373113114 01/11/23 $5.48 93 $509.25 0 0.00 93 $509.25 801374113123 01/11/23 $6.07 138 $837.37 0 0.00 138 $837.37 801375113121 01/11/23 $5.08 214 $1,087.73 0 0.00 214 $1,087.73 801376112236 01/11/23 $3.95 120 $474.59 0 0.00 120 $474.59 801377113035 01/11/23 $4.46 82 $365.88 0 0.00 82 $365.88 801379112951 01/11/23 $3.66 50 $183.20 0 0.00 50 $183.20 801380112883 01/11/23 $1.43 18 $25.77 0 0.00 18 $25.77 801381113037 01/11/23 $2.15 129 $276.98 0 0.00 129 $276.98 801382113043 01/11/23 $19.32 125 $2,414.50 0 0.00 125 $2,414.50 801383112960 01/11/23 $2.42 21 $50.75 0 0.00 21 $50.75 801384113036 01/11/23 $2.89 98 $283.53 0 0.00 98 $283.53 801385113036 01/11/23 $4.15 108 $448.69 0 0.00 108 $448.69 801387113029 01/11/23 $1.88 37 $69.64 0 0.00 37 $69.64 801389113121 01/11/23 $1.33 81 $107.48 0 0.00 81 $107.48 801391113057 01/11/23 $1.16 9 $10.45 0 0.00 9 $10.45 801392113011 01/11/23 $1.37 22 $30.14 0 0.00 22 $30.14 801393113104 01/11/23 $1.46 19 $27.81 0 0.00 19 $27.81 801395113036 01/11/23 $1.35 3 $4.05 0 0.00 3 $4.05 801396113105 01/11/23 $2.36 54 $127.27 0 0.00 54 $127.27 801397113055 01/11/23 $2.77 289 $799.35 0 0.00 289 $799.35 801398112873 01/11/23 $2.30 31 $71.42 0 0.00 31 $71.42 801399112773 01/11/23 $0.87 2 $1.73 0 0.00 2 $1.73 801400113077 01/11/23 $3.70 143 $529.78 0 0.00 143 $529.78 801401113046 01/11/23 $1.61 51 $82.17 0 0.00 51 $82.17 801403113092 01/11/23 $1.95 34 $66.45 0 0.00 34 $66.45 801404112683 01/11/23 $1.33 5 $6.64 0 0.00 5 $6.64 801405112125 01/11/23 $1.92 12 $23.00 0 0.00 12 $23.00 801406112974 01/11/23 $4.42 335 $1,480.75 0 0.00 335 $1,480.75 801407113051 01/11/23 $6.19 28 $173.25 0 0.00 28 $173.25 801408113051 01/11/23 $4.43 20 $88.65 0 0.00 20 $88.65 801409112651 01/11/23 $2.79 32 $89.12 0 0.00 32 $89.12 801411112984 01/11/23 $3.33 9 $29.97 0 0.00 9 $29.97 801412112997 01/11/23 $0.52 4 $2.06 0 0.00 4 $2.06 801413113007 01/11/23 $3.57 16 $57.19 0 0.00 16 $57.19 801415111893 01/11/23 $1.12 3 $3.36 0 0.00 3 $3.36 463406121208 01/12/23 $2.00 1 $2.00 0 0.00 1 $2.00 463413121799 01/12/23 $4.20 10 $42.00 0 0.00 10 $42.00 463418121133 01/12/23 $3.25 2 $6.50 0 0.00 2 $6.50 463425120884 01/12/23 $2.00 1 $2.00 0 0.00 1 $2.00 463429121958 01/12/23 $5.08 20 $101.50 0 0.00 20 $101.50 463439121741 01/12/23 $6.75 2 $13.50 0 0.00 2 $13.50 463442121607 01/12/23 $2.00 1 $2.00 0 0.00 1 $2.00 463448121585 01/12/23 $3.46 13 $45.00 0 0.00 13 $45.00 463566121844 01/12/23 $7.30 22 $160.50 0 0.00 22 $160.50 463581121615 01/12/23 $6.58 6 $39.50 0 0.00 6 $39.50 801322123042 01/12/23 $2.71 20 $54.14 0 0.00 20 $54.14 801323123127 01/12/23 $6.35 509 $3,230.20 0 0.00 509 $3,230.20 801324122961 01/12/23 $5.23 135 $706.70 0 0.00 135 $706.70 801325123125 01/12/23 $5.61 483 $2,708.86 0 0.00 483 $2,708.86 801326123078 01/12/23 $3.10 38 $117.82 0 0.00 38 $117.82 801327123124 01/12/23 $4.74 121 $573.01 0 0.00 121 $573.01 801328123125 01/12/23 $4.66 757 $3,528.42 0 0.00 757 $3,528.42 801330123125 01/12/23 $4.73 394 $1,864.06 0 0.00 394 $1,864.06 801331123099 01/12/23 $1.77 148 $261.97 0 0.00 148 $261.97 801332123097 01/12/23 $4.90 59 $288.82 0 0.00 59 $288.82 801333123037 01/12/23 $3.92 57 $223.19 0 0.00 57 $223.19 801335122922 01/12/23 $2.16 21 $45.35 0 0.00 21 $45.35 2022 Truist,Twist Purple,and the Twist logo are service marks of Twist Financial Corporation.SunTrust Merchant Services,LLC.SunTrust,the SunTrust logo,and SunTrust Merchant Services are trademarks of Truist Financial Corporation.Merchant Services are provided by SunTrust Merchant Services,LLC,an alliance between First Data Merchant Services,LLC and Twist Bank. mom YOUR CARD PROCESSING STATEMENT Merchant Number 275173125889 Page 20 of 58 Customer Service Website- Phone-1-800-432-7628 Statement Period 01/01/23-01/31/23 SUMMARY BY BATCH Total Gross Sales You Submitted Refunds Total Amount You Submitted Batch Submit Date Average Items Amount Items Amount Items Amount Ticket 801336123125 01/12/23 $5.89 285 $1,679.80 0 0.00 285 $1,679.80 801338123003 01/12/23 $3.59 24 $86.05 0 0.00 24 $86.05 801339123037 01/12/23 $4.09 241 $985.64 0 0.00 241 $985.64 801340123126 01/12/23 $6.66 838 $5,578.78 0 0.00 838 $5,578,78 801341123126 01/12/23 $7.75 660 $5,115.75 0 0.00 660 $5,115.75 801342122759 01/12/23 $1.43 6 $8.60 0 0.00 6 $8.60 801343123124 01/12/23 $1.32 326 $430.74 0 0.00 326 $430.74 801344122149 01/12/23 $1.50 3 $4.50 0 0.00 3 $4.50 801346123110 01/12/23 $1.13 41 $46.23 0 0.00 41 $46.23 801347122994 01/12/23 $2.12 39 $82.87 0 0.00 39 $82.87 801348122201 01/12/23 $3.09 7 $21.66 0 0.00 7 $21.66 801349123072 01/12/23 $1.76 106 $187.04 0 0.00 106 $187.04 801350123022 01/12/23 $1.78 59 $104.91 0 0.00 59 $104.91 801351123125 01/12/23 $1.48 482 $712.70 0 0.00 482 $712.70 801353123034 01/12/23 $3.46 28 $96.86 0 0.00 28 $96.86 801354123081 01/12/23 $1.96 201 $394.19 0 0.00 201 $394.19 801356123077 01/12/23 $1.14 35 $39.78 0 0.00 35 $39.78 801357122914 01/12/23 $2.80 17 $47.58 0 0.00 17 $47.58 801358123069 01/12/23 $1.90 87 $165.44 0 0.00 87 $165.44 801359123057 01/12/23 $3.31 207 $686.07 0 0.00 207 $686.07 801361123056 01/12/23 $3.01 375 $1,127.44 0 0.00 375 $1,127.44 801362123054 01/12/23 $4.58 106 $485.71 0 0.00 106 $485.71 801363123053 01/12/23 $4.04 42 $169.60 0 0.00 42 $169.60 801364123057 01/12/23 83.46 124 $429.61 0 0.00 124 $429.61 801365123048 01/12/23 $3.50 32 $112.09 0 0.00 32 $112.09 801366122547 01/12/23 $3.35 2 $6.70 0 0.00 2 $6.70 801367122999 01/12/23 $4.37 31 $135.35 0 0.00 31 $135.35 801368123051 01/12/23 $5.44 92 $500.30 0 0.00 92 $500.30 801369123118 01/12/23 $7.42 71 $526.91 0 0.00 71 $526.91 801370123118 01/12/23 $5.86 43 $251.96 0 0.00 43 $251.96 801372123125 01/12/23 $4.58 94 $430.58 0 0.00 94 $430.58 801373123115 01/12/23 $5.47 91 $497.67 0 0.00 91 $497.67 801374123124 01/12/23 $5.41 131 $708.21 0 0.00 131 $708.21 801375123122 01/12/23 $4.78 222 $1,060.91 0 0.00 222 $1,060.91 801376122237 01/12/23 $4.30 85 $365.71 0 0.00 85 $365.71 801377123036 01/12/23 $3.81 57 $217.09 0 0.00 57 $217.09 801379122952 01/12/23 $7.17 62 $444.25 0 0.00 62 $444.25 801380122884 01/12/23 $1.51 13 $19.62 0 0.00 13 $19.62 801381123038 01/12/23 $2.33 109 $253.75 0 0.00 109 $253.75 _ 801382123044 01/12/23 $19.54 106 $2,071.00 0 0.00 106 $2,071.00 801383122961 01/12/23 $1.91 14 $26.75 0 0.00 14 $26.75 801384123037 01/12/23 $2.79 93 $259.62 0 0.00 93 $259.62 801385123037 01/12/23 $3.84 122 $468.66 0 0.00 122 $468.66 801387123030 01/12/23 $2.21 49 $108.48 0 0.00 49 $108.48 801388121452 01/12/23 $1.23 2 $2.45 0 0.00 2 $2.45 801389123122 01/12/23 $1.34 89 $118.92 0 0.00 89 $118.92 801391123058 01/12/23 $1.06 12 $12.70 0 0.00 12 $12.70 801392123012 01/12/23 $1.94 23 $44.51 0 0.00 23 $44.51 801393123105 01/12/23 $1.16 20 $23.29 0 0.00 20 $23.29 801395123037 01/12/23 $2.93 6 $17.58 0 0.00 6 $17.58 801396123106 01/12/23 $2.36 62 $146.23 0 0.00 62 $146.23 801397123056 01/12/23 $3.30 275 $907.20 0 0.00 275 $907.20 801398122874 01/12/23 $2.38 27 $64.37 0 0.00 27 $64.37 801399122774 01/12/23 $1.35 1 $1.35 0 0.00 1 $1.35 801400123078 01/12/23 $3.71 145 $537.69 0 0.00 145 $537.69 801401123047 01/12/23 $1.36 32 $43.56 0 0.00 32 $43.56 801403123093 01/12/23 $1.97 35 $68.87 0 0.00 35 $68.87 2022 Truist,Truist Purple,and the Truist logo are service marks of Twist Financial Corporation.SunTrust Merchant Services,LLC.SunTrust,the SunTrust logo,and SunTrust Merchant Services are trademarks of Twist Financial Corporation.Merchant Services are provided by SunTrust Merchant Services,LLC.an alliance between First Data Merchant Services.LLC and Twist Bank. YOUR CARD PROCESSING STATEMENT Merchant Number 275173125889 Page 21 of 58 Customer Service Website- Statement Period 01/01/23-01/31/23 Phone-1-800-432-7628 SUMMARY BY BATCH Total Gross Sales You Submitted Refunds Total Amount You Submitted Batch Submit Date Average Items Amount Items Amount Items Amount Ticket 801404122684 01/12/23 $3.13 7 $21.88 0 0.00 7 $21.88 801405122126 01/12/23 $2.25 14 $31.54 0 0.00 14 $31.54 801406122975 01/12/23 $4.39 283 $1,242.60 0 0.00 283 $1,242.60 801407123052 01/12/23 $6.17 28 $172.88 0 0.00 28 $172.88 801408123052 01/12/23 $3.69 46 $169.88 0 0.00 46 $169.88 801409122652 01/12/23 $2.41 31 $74.69 0 0.00 31 $74.69 801411122985 01/12/23 $4.84 6 $29.01 0 0.00 6 $29.01 801412122998 01/12/23 $1.49 5 $7.43 0 0.00 5 $7.43 801413123008 01/12/23 $2.66 22 $58.41 0 0.00 22 $58.41 801415121894 01/12/23 $0.93 2 $1.85 0 0.00 2 $1.85 463413131800 01/13/23 $3.78 9 $34.00 0 0.00 9 $34.00 463429131959 01/13/23 $4.92 24 $118.00 0 0.00 24 $118.00 463439131742 01/13/23 $4.25 2 $8.50 0 0.00 2 $8.50 463448131586 01/13/23 $5.20 10 $52.00 0 0.00 10 $52.00 463566131845 01/13/23 $7.52 21 $158.00 0 0.00 21 $158.00 463581131616 01/13/23 $8.50 4 $34.00 0 0.00 4 $34.00 801322133043 01/13/23 $2.75 19 $52.25 0 0.00 19 $52.25 801323133128 01/13/23 $6.43 490 $3,151.03 0 0.00 490 $3,151.03 801324132962 01/13/23 $4.38 128 $560.86 0 0.00 128 $560.86 801325133126 01/13/23 $6.17 472 $2,914.46 0 0.00 472 $2,914.46 801326133079 01/13/23 $4.44 23 $102.10 0 0.00 23 $102.10 801327133125 01/13/23 $5.60 130 $728.10 0 0.00 130 $728.10 801328133126 01/13/23 $4.99 800 $3,988.81 0 0.00 800 $3,988.81 801330133126 01/13/23 $4.66 413 $1,923.98 0 0.00 413 $1,923.98 801331133100 01/13/23 $1.92 186 $356.65 0 0.00 186 $356.65 801332133098 01/13/23 $4.48 56 $251.09 0 0.00 56 $251.09 801333133038 01/13/23 $4.08 45 $183.78 0 0.00 45 $183.78 801334132478 01/13/23 $4.04 1 $4.04 0 0.00 1 $4.04 801335132923 01/13/23 $3.17 27 $85.69 0 0.00 27 $85.69 801336133126 01/13/23 $6.07 335 $2,032.79 0 0.00 335 $2,032.79 801338133004 01/13/23 $2.98 33 $98.40 0 0.00 33 $98.40 801339133038 01/13/23 $4.19 242 $1,014.82 0 0.00 242 $1,014.82 801340133127 01/13/23 $7.09 861 $6,101.19 0 0.00 861 $6,101.19 801341133127 01/13/23 $8.07 647 $5,221.40 0 0.00 647 $5,221.40 801342132760 01/13/23 $3.28 8 $26.25 0 0.00 8 $26.25 801343133125 01/13/23 $1.34 361 $484.50 0 0.00 361 $484.50 801344132150 01/13/23 $1.35 1 $1.35 0 0.00 1 $1.35 801346133111 01/13/23 $1.17 71 $82.78 0 0.00 71 $82.78 801347132995 01/13/23 $1.79 34 $60.99 0 0.00 34 $60.99 _ 801348132202 01/13/23 $1.60 2 $3.20 0 0.00 2 $3.20 801349133073 01/13/23 $1.76 77 $135.85 0 0.00 77 $135.85 801350133023 01/13/23 $1.86 39 $72.42 0 0.00 39 $72.42 801351133126 01/13/23 $1.38 461 $637.84 0 0.00 461 $637.84 801353133035 01/13/23 $2.86 36 $103.11 0 0,00 36 $103.11 801354133082 01/13/23 $1.83 215 $392.66 0 0.00 215 $392.66 801355132263 01/13/23 $4.99 2 $9.98 0 0.00 2 $9.98 801356133078 01/13/23 $1.02 32 $32.74 0 0.00 32 $32.74 801357132915 01/13/23 $2.53 18 $45.62 0 0.00 18 $45.62 801358133070 01/13/23 $2.43 81 $196.62 0 0.00 81 $196.62 801359133058 01/13/23 $3.30 216 $712.97 0 0.00 216 $712.97 801361133057 01/13/23 $3.39 346 $1,174.03 0 0.00 346 $1,174.03 801362133055 01/13/23 $5.04 111 $558.94 0 0.00 111 $558.94 801363133054 01/13/23 $3.95 44 $173.83 0 0.00 44 $173.83 801364133058 01/13/23 $3.19 118 $376.93 0 0.00 118 $376.93 801365133049 01/13/23 $3.57 36 $128.63 0 0.00 36 $128.63 801366132548 01/13/23 $5.60 2 $11.20 0 0.00 2 $11.20 801367133000 01/13/23 $4.82 44 $211.95 0 0.00 44 $211.95 2022 Truist,Truist Purple,and the Truist logo are service marks of Truist Financial Corporation.SunTrust Merchant Services,LLC.SunTrust,the SunTrust logo.and SunTrust Merchant Services are trademarks of Truist Financial Corporation.Merchant Services are provided by SunTrust Merchant Services,LLC,an alliance between First Data Merchant Services,LLC and Truist Bank. YOUR CARD PROCESSING STATEMENT Merchant Number 275173125889 Page 22 of 58 • SIM Customer Service Website- Phone-1-800-432-7628 Statement Period 01/01/23-01/31/23 SUMMARY BY BATCH Total Gross Sales You Submitted Refunds Total Amount You Submitted Batch Submit Date Average Items Amount Items Amount Items Amount Ticket 801368133052 01/13/23 $5.29 80 $423.10 0 0.00 80 $423.10 801369133119 01/13/23 $7.01 71 $497.90 0 0.00 71 $497.90 801370133119 01/13/23 $5.98 50 $298.78 0 0.00 50 $298.78 801372133126 01/13/23 $5.37 101 $542.24 0 0.00 101 $542.24 801373133116 01/13/23 $5.06 111 $561.92 0 0.00 111 $561.92 801374133125 01/13/23 $5.14 123 $631.62 0 0.00 123 $631.62 801375133123 01/13/23 $4.94 182 $899.93 0 0.00 182 $899.93 801376132238 01/13/23 $4.68 87 $407.03 0 0.00 87 $407.03 801377133037 01/13/23 $3.52 50 $176.12 0 0.00 50 $176.12 801379132953 01/13/23 $4.21 72 $303.40 0 0.00 72 $303.40 801380132885 01/13/23 $1.71 14 $23.96 0 0.00 14 $23.96 801381133039 01/13/23 $2.25 117 $262.80 0 0.00 117 $262.80 801382133045 01/13/23 $19.26 105 $2,021.90 0 0.00 105 $2,021.90 801383132962 01/13/23 $2.28 12 $27.34 0 0.00 12 $27.34 801384133038 01/13/23 $2.98 89 $265.49 0 0.00 89 $265.49 801385133038 01/13/23 $4.28 116 $496.38 0 0.00 116 $496.38 801387133031 01/13/23 $2.10 50 $105.19 0 0.00 50 $105.19 801388131453 01/13/23 $1.85 1 $1.85 0 0.00 1 $1.85 801389133123 01/13/23 $1.46 100 $145.71 0 0.00 100 $145.71 801391133059 01/13/23 $1.21 11 $13.34 0 0.00 11 $13.34 801392133013 01/13/23 $1.24 15 $18.64 0 0.00 15 $18.64 801393133106 01/13/23 $1.47 13 $19.15 0 0.00 13 $19.15 801395133038 01/13/23 $1.35 3 $4.05 0 0.00 3 $4.05 801396133107 01/13/23 $2.59 52 $134.49 0 0.00 52 $134.49 801397133057 01/13/23 $3.00 296 $886.58 0 0.00 296 $886.58 801398132875 01/13/23 $2.15 24 $51.55 0 0.00 24 $51.55 801399132775 01/13/23 $2.16 5 $10.80 0 0.00 5 $10.80 801400133079 01/13/23 $3.33 155 $516.84 0 0.00 155 $516.84 801401133048 01/13/23 $1.90 46 $87.53 0 0.00 46 $87.53 801403133094 01/13/23 $2.42 28 $67.75 0 0.00 28 $67.75 801404132685 01/13/23 $2.30 12 $27.62 0 0.00 12 $27.62 801405132127 01/13/23 $2.59 6 $15.55 0 0.00 6 $15.55 801406132976 01/13/23 $4.77 294 $1,401.85 0 0.00 294 $1,401.85 801407133053 01/13/23 $6.08 21 $127.73 0 0.00 21 $127.73 801408133053 01/13/23 $5.02 35 $175.66 0 0.00 35 $175.66 801409132653 01/13/23 $2.42 32 $77.42 0 0.00 32 $77,42 801411132986 01/13/23 $9.06 7 $63.45 0 0.00 7 $63.45 801412132999 01/13/23 $2.39 6 $14.36 0 0.00 6 $14.36 801413133009 01/13/23 $3.70 22 $81.35 0 0.00 22 $81.35 801415131895 01/13/23 $3.20 1 $3.20 0 0.00 1 $3.20 463413141801 01/14/23 $3.88 13 $50.50 0 0.00 13 $50.50 463418141134 01/14/23 $2.50 1 $2.50 0 0.00 1 $2.50 463425140885 01/14/23 $3.00 1 $3.00 0 0.00 1 $3.00 463429141960 01/14/23 $3.87 26 $100.50 0 0.00 26 $100.50 463442141608 01/14/23 $7.00 4 $28.00 0 0.00 4 $28.00 463448141587 01/14/23 $3.80 10 $38.00 0 0.00 10 $38.00 463566141846 01/14/23 $7.70 20 $154.00 0 0.00 20 $154.00 463581141617 01/14/23 $11.83 3 $35.50 0 0.00 3 $35.50 801322143044 01/14/23 $3.11 25 $77.65 0 0.00 25 $77.65 801323143129 01/14/23 $6.69 705 $4,716.03 0 0.00 705 $4,716.03 801324142963 01/14/23 $4.38 151 $662.10 0 0.00 151 $662.10 801325143127 01/14/23 $6.62 621 $4,108.12 0 0.00 621 $4,108.12 801326143080 01/14/23 $4.58 24 $109.90 0 0.00 24 $109.90 801327143126 01/14/23 $4.98 134 $667.54 0 0.00 134 $667.54 801328143127 01/14/23 $5.16 972 $5,020.21 0 0.00 972 $5,020.21 801330143127 01/14/23 $4.45 427 $1,899.94 0 0.00 427 $1,899.94 801331143101 01/14/23 $2.25 215 $484.35 0 0.00 215 $484.35 2022 Truist,Truist Purple,and the Truist logo are service marks of Truist Financial Corporation.SunTrust Merchant Services,LLC.SunTrust,the SunTrust logo,and SunTrust Merchant Services are trademarks of Truist Financial Corporation.Merchant Services are provided by SunTrust Merchant Services,LLC,an alliance between First Data Merchant Services,LLC and Twist Bank. YOUR CARD PROCESSING STATEMENT Merchant Number 275173125889 Page 23 of 58 Customer Service Website- Statement Period 01/01/23-01/31/23 Phone-1-800-432-7628 SUMMARY BY BATCH Total Gross Sales You Submitted Refunds Total Amount You Submitted Batch Submit Date Average Items Amount Items Amount Items Amount Ticket 801332143099 01/14/23 $3.96 77 $305.26 0 0.00 77 $305.26 801333143039 01/14/23 $5.24 56 $293.48 0 0.00 56 $293.48 801335142924 01/14/23 $3.00 28 $83.99 0 0.00 28 $83.99 801336143127 01/14/23 $6.40 337 $2,156.07 0 0.00 337 $2,156.07 801338143005 01/14/23 $3.19 34 $108.59 0 0.00 34 $108.59 801339143039 01/14/23 $4.00 355 $1,418.26 0 0.00 355 $1,418.26 801340143128 01/14/23 $7.03 899 $6,322.64 0 0.00 899 $6,322.64 801341143128 01/14/23 $8.01 553 $4,429.24 0 0.00 553 $4,429.24 801342142761 01/14/23 $2.79 9 $25.15 0 0.00 9 $25.15 801343143126 01/14/23 $1.33 322 $426.91 0 0.00 322 $426.91 801344142151 01/14/23 $1.01 2 $2.02 0 0.00 2 $2.02 801346143112 01/14/23 $1.11 63 $69.73 0 0.00 63 $69.73 801347142996 01/14/23 $1.45 47 $68.11 0 0.00 47 $68.11 801348142203 01/14/23 $1.25 10 $12.46 0 0.00 10 $12.46 801349143074 01/14/23 $1.65 62 $102.25 0 0.00 62 $102.25 801350143024 01/14/23 $1.34 34 $45.71 0 0.00 34 $45.71 801351143127 01/14/23 $1.40 525 $734.61 0 0.00 525 $734.61 801353143036 01/14/23 $2.74 40 $109.58 0 0.00 40 $109.58 801354143083 01/14/23 $2.10 253 $531.53 0 0.00 253 $531.53 801355142264 01/14/23 $0.35 2 $0.70 0 0.00 2 $0.70 801356143079 01/14/23 $1.46 41 $59.72 0 0.00 41 $59.72 801357142916 01/14/23 $1.49 19 $28.33 0 0.00 19 $28.33 801358143071 01/14/23 $2.73 76 $207.32 0 0.00 76 $207.32 801359143059 01/14/23 $3.62 267 $966.21 0 0.00 267 $966.21 801361143058 01/14/23 $3.28 386 $1,267.59 0 0.00 386 $1,267.59 801362143056 01/14/23 $4.50 131 $589.55 0 0.00 131 $589.55 801363143055 01/14/23 $4.80 42 $201.39 0 0.00 42 $201.39 801364143059 01/14/23 $3.44 96 $329.84 0 0.00 96 $329.84 801365143050 01/14/23 $4.30 31 $133.34 0 0.00 31 $133.34 801366142549 01/14/23 $1.85 2 $3.70 0 0.00 2 $3.70 801367143001 01/14/23 $5.28 56 $295.40 0 0.00 56 $295.40 801368143053 01/14/23 $5.62 85 $477.45 0 0.00 85 $477.45 801369143120 01/14/23 $7.28 68 $495.00 0 0.00 68 $495.00 801370143120 01/14/23 $6.05 86 $520.03 0 0.00 86 $520.03 801372143127 01/14/23 $4.73 130 $615.40 0 0.00 130 $615.40 801373143117 01/14/23 $5.95 136 $808.97 0 0.00 136 $808.97 801374143126 01/14/23 $5.69 174 $989.93 0 0.00 174 $989.93 801375143124 01/14/23 $5.26 260 $1,367.88 0 0.00 260 $1,367.88 801376142239 01/14/23 $4.55 94 $427.72 0 0.00 94 $427.72 _ 801377143038 01/14/23 $3.81 55 $209.73 0 0.00 55 $209.73 801379142954 01/14/23 $5.58 115 $642.15 0 0.00 115 $642.15 801380142886 01/14/23 $1.85 14 $25.90 0 0.00 14 $25.90 801381143040 01/14/23 $2.30 102 $234.58 0 0.00 102 $234.58 801382143046 01/14/23 $19.52 155 $3,025.00 0 0.00 155 $3,025.00 801383142963 01/14/23 $1.46 23 $33.49 0 0.00 23 $33.49 801384143039 01/14/23 $3.67 88 $322.82 0 0.00 88 $322.82 801385143039 01/14/23 $3.88 144 $558.30 0 0.00 144 $558.30 801387143032 01/14/23 $1.39 36 $49.89 0 0.00 36 $49.89 801389143124 01/14/23 $1.13 98 $110.66 0 0.00 98 $110.66 801391143060 01/14/23 $1.51 16 $24.10 0 0.00 16 $24.10 801392143014 01/14/23 $1.16 31 $35.92 0 0.00 31 $35.92 801393143107 01/14/23 $1.53 39 $59.60 0 0.00 39 $59.60 801395143039 01/14/23 $1.38 3 $4.15 0 0.00 3 $4.15 801396143108 01/14/23 $2.70 40 $107.87 0 0.00 40 $107.87 801397143058 01/14/23 $3.09 293 $906.66 0 0.00 293 $906.66 801398142876 01/14/23 $2.15 36 $77.42 0 0.00 36 $77.42 801399142776 01/14/23 $2.88 4 $11.51 0 0.00 4 $11.51 2022 Truist,Truist Purple,and the Truist logo are service marks of Twist Financial Corporation.SunTrust Merchant Services,LLC.SunTrust,the SunTrust logo.and SunTrust Merchant Services are trademarks of Truist Financial Corporation.Merchant Services are provided by SunTrust Merchant Services,LLC,an alliance between First Data Merchant Services,LLC and Twist Bank. 11111 YOUR CARD PROCESSING STATEMENT Merchant Number 275173125889 Page 24 of 58 Ems Customer Service Website- Phone-1-800-432-7628 Statement Period 01/01/23-01/31/23 SUMMARY BY BATCH Total Gross Sales You Submitted Refunds Total Amount You Submitted Batch Submit Date Average Items Amount Items Amount Items Amount Ticket 801400143080 01/14/23 $3.74 178 $665.78 0 0.00 178 $665.78 801401143049 01/14/23 $1.49 49 $72.84 0 0.00 49 $72.84 801403143095 01/14/23 $1.98 47 $93.04 0 0.00 47 $93.04 NM 801404142686 01/14/23 $3.21 16 $51.39 0 0.00 16 $51.39 801405142128 01/14/23 $2.28 20 $45.54 0 0.00 20 $45.54 801406142977 01/14/23 $5.91 246 $1,452.80 0 0.00 246 $1,452.80 801407143054 01/14/23 $5.32 24 $127.66 0 0.00 24 $127.66 801408143054 01/14/23 $3.64 56 $203.89 0 0.00 56 $203.89 801409142654 01/14/23 $2.87 26 $74.60 0 0.00 26 $74.60 801411142987 01/14/23 $3.51 14 $49.13 0 0.00 14 $49.13 801412143000 01/14/23 $3.05 9 $27.46 0 0.00 9 $27.46 801413143010 01/14/23 $3.56 23 $81.88 0 0.00 23 $81.88 801415141896 01/14/23 $3.46 1 $3.46 0 0.00 1 $3.46 463413151802 01/15/23 $3.73 13 $48.50 0 0.00 13 $48.50 463418151135 01/15/23 $13.50 3 $40.50 0 0.00 3 $40.50 463429151961 01/15/23 $2.83 20 $56.50 0 0.00 20 $56.50 463442151609 01/15/23 $16.48 2 $32.95 0 0.00 2 $32.95 463448151588 01/15/23 $3.50 4 $14.00 0 0.00 4 $14.00 463566151847 01/15/23 $16.50 1 $16.50 0 0.00 1 $16.50 463581151618 01/15/23 $20.50 5 $102.50 0 0.00 5 $102.50 801322153045 01/15/23 $5.31 23 $122.10 0 0.00 23 $122.10 801323153130 01/15/23 $7.19 896 $6,442.90 0 0.00 896 $6,442.90 801324152964 01/15/23 $3.90 216 $843.38 0 0.00 216 $843.38 801325153128 01/15/23 $6.47 845 $5,468.57 0 0.00 845 $5,468.57 801326153081 01/15/23 $4.73 43 $203.43 0 0.00 43 $203.43 801327153127 01/15/23 $4.80 171 $820.27 0 0.00 171 $820.27 801328153128 01/15/23 $5.89 1,150 $6,767.80 0 0.00 1,150 $6,767.80 801330153128 01/15/23 $4.86 481 $2,338.71 0 0.00 481 $2,338.71 801331153102 01/15/23 $2.42 272 $657.40 0 0.00 272 $657.40 801332153100 01/15/23 $4.58 69 $316.23 0 0.00 69 $316.23 801333153040 01/15/23 $4.67 48 $223.93 0 0.00 48 $223.93 801335152925 01/15/23 $4.27 62 $264.57 0 0.00 62 $264.57 801336153128 01/15/23 $6.14 452 $2,775.90 0 0.00 452 $2,775.90 801338153006 01/15/23 $3.38 35 $118.40 0 0.00 35 $118.40 801339153040 01/15/23 $4.12 329 $1,354.77 0 0.00 329 $1,354.77 801340153129 01/15/23 $6.62 1,156 $7,647.79 0 0.00 1,156 $7,647.79 801341153129 01/15/23 $7.88 633 $4,989.65 0 0.00 633 $4,989.65 801342152762 01/15/23 $2.70 8 $21.63 0 0.00 8 $21.63 801343153127 01/15/23 $1.43 125 $179.36 0 0.00 125 $179.36 _ 801344152152 01/15/23 $0.35 1 $0.35 0 0.00 1 $0.35 801346153113 01/15/23 $1.34 27 $36.12 0 0.00 27 $36.12 801347152997 01/15/23 $1.25 11 $13.80 0 0.00 11 $13.80 801348152204 01/15/23 $0.46 3 $1.37 0 0.00 3 $1.37 801349153075 01/15/23 $1.34 9 $12.04 0 0.00 9 $12.04 801350153025 01/15/23 $2.19 7 $15.36 0 0.00 7 $15.36 801351153128 01/15/23 $1.52 592 $897.69 0 0.00 592 $897.69 801353153037 01/15/23 $2.38 32 $76.00 0 0.00 32 $76.00 801354153084 01/15/23 $2.03 348 $706.69 0 0.00 348 $706.69 801355152265 01/15/23 $4.76 5 $23.82 0 0.00 5 $23.82 801356153080 01/15/23 $2.22 17 $37.81 0 0.00 17 $37.81 801357152917 01/15/23 $3.60 7 $25.22 0 0.00 7 $25.22 801358153072 01/15/23 $2.47 90 $222.65 0 0.00 90 $222.65 801359153060 01/15/23 $3.53 318 $1,122.68 0 0.00 318 $1,122.68 801361153059 01/15/23 $3.31 484 $1,602.80 0 0.00 484 $1,602.80 801362153057 01/15/23 $4.33 185 $801.20 0 0.00 185 $801.20 801363153056 01/15/23 $4.43 46 $203.57 0 0.00 46 $203.57 801364153060 01/15/23 $3.41 118 $402.64 0 0.00 118 $402.64 • 2022 Truist,Twist Purple,and the Twist logo are service marks of Truist Financial Corporation.SunTrust Merchant Services,LLC.SunTrust,the SunTrust logo,and SunTrust Merchant Services are trademarks of Twist Financial Corporation.Merchant Services are provided by SunTrust Merchant Services,LLC,an alliance between First Data Merchant Services,LLC and Twist Bank. YOUR CARD PROCESSING STATEMENT Merchant Number 275173125889 Page 25 of 58 Customer Service Website- Statement Period 01/01/23-01/31/23 Phone-1-800432-7628 SUMMARY BY BATCH Total Gross Sales You Submitted Refunds Total Amount You Submitted Batch Submit Date Average Items Amount Items Amount Items Amount Ticket 801365153051 01/15/23 $4.41 46 $203.08 0 0.00 46 $203.08 801366152550 01/15/23 $4.10 6 $24.60 0 0.00 6 $24.60 801367153002 01/15/23 $4.72 69 $325.70 0 0.00 69 $325.70 801368153054 01/15/23 $5.71 85 $485.40 0 0.00 85 $485.40 801369153121 01/15/23 $6.05 106 $640.92 0 0.00 106 $640.92 801370153121 01/15/23 $6.85 89 $609.88 0 0.00 89 $609.88 801372153128 01/15/23 $4,95 146 $723.01 0 0.00 146 $723.01 801373153118 01/15/23 $5.68 119 $675.76 0 0.00 119 $675.76 801374153127 01/15/23 $5.32 197 $1,047.29 0 0.00 197 $1,047.29 801375153125 01/15/23 $5.06 268 $1,355.78 0 0.00 268 $1,355.78 801376152240 01/15/23 $3.86 115 $444.10 0 0.00 115 $444.10 801377153039 01/15/23 $4.65 33 $153.38 0 0.00 33 $153.38 801379152955 01/15/23 $4.79 118 $565.75 0 0.00 118 $565.75 801380152887 01/15/23 $1.76 21 $36.99 0 0.00 21 $36.99 801381153041 01/15/23 $2.16 102 $220.05 0 0.00 102 $220.05 801382153047 01/15/23 $19.15 155 $2,967.65 0 0.00 155 $2,967.65 801383152964 01/15/23 $2.74 15 $41.10 0 0.00 15 $41.10 801384153040 01/15/23 $3.18 89 $283.37 0 0.00 89 $283.37 801385153040 01/15/23 $4.38 132 $578.30 0 0.00 132 $578.30 801387153033 01/15/23 $2.33 41 $95.50 0 0.00 41 $95.50 801388151454 01/15/23 $2.50 3 $7.49 0 0.00 3 $7.49 801389153125 01/15/23 $1.88 61 $114.89 0 0.00 61 $114.89 801391153061 01/15/23 $0.79 26 $20.65 0 0.00 26 $20.65 801392153015 01/15/23 $1.31 19 $24.92 0 0.00 19 $24.92 801393153108 01/15/23 $1.27 25 $31.85 0 0.00 25 $31.85 801395153040 01/15/23 $3.61 1 $3.61 0 0.00 1 $3.61 801396153109 01/15/23 $2.29 60 $137.33 0 0.00 60 $137.33 801397153059 01/15/23 $3.58 353 $1,262.27 0 0.00 353 $1,262.27 801398152877 01/15/23 $2.59 46 $118.91 0 0.00 46 $118.91 801399152777 01/15/23 $1.49 6 $8.94 0 0.00 6 $8.94 801400153081 01/15/23 $2.55 193 $493.01 0 0,00 193 $493.01 801401153050 01/15/23 $2.02 3 $6.06 0 0.00 3 $6.06 801403153096 01/15/23 $3.20 11 $35.22 0 0.00 11 $35.22 801404152687 01/15/23 $2.05 17 $34.87 0 0.00 17 $34.87 801405152129 01/15/23 $2.36 37 $87.15 0 0.00 37 $87.15 801406152978 01/15/23 $20.14 147 $2,960.40 0 0.00 147 $2,960.40 801407153055 01/15/23 $3.82 30 $114.50 0 0.00 30 $114.50 801408153055 01/15/23 $3.35 57 $190.76 0 0.00 57 $190.76 801409152655 01/15/23 $1.83 5 $9.15 0 0.00 5 $9.15 _ 801411152988 01/15/23 $3.49 26 $90.66 0 0.00 26 $90.66 801412153001 01/15/23 $2.33 7 $16.34 0 0.00 7 $16.34 801413153011 01/15/23 $3.92 15 $58.85 0 0.00 15 $58.85 801415151897 01/15/23 $0.96 5 $4.80 0 0.00 5 $4.80 463406161209 01/16/23 $1.00 1 $1.00 0 0.00 1 $1.00 463413161803 01/16/23 $3.93 22 $86.50 0 0.00 22 $86.50 463425160886 01/16/23 $4.50 1 $4.50 0 0.00 1 $4.50 463429161962 01/16/23 $2.08 6 $12.50 0 0.00 6 $12.50 463439161743 01/16/23 $20.50 3 $61.50 0 0.00 3 $61.50 463442161610 01/16/23 $17.00 3 $51.00 0 0.00 3 $51.00 463448161589 01/16/23 $4.63 4 $18.50 0 0.00 4 $18.50 463566161848 01/16/23 $4.50 2 $9.00 0 0.00 2 $9.00 463581161619 01/16/23 $20.50 3 $61.50 0 0.00 3 $61.50 801322163046 01/16/23 $4.98 35 $174.15 0 0.00 35 $174.15 801323163131 01/16/23 $6.46 825 $5,330.61 0 0.00 825 $5,330.61 801324162965 01/16/23 $4.17 177 $737.45 0 0.00 177 $737.45 801325163129 01/16/23 $6.58 857 $5,636.55 0 0.00 857 $5,636.55 801326163082 01/16/23 $5.38 36 $193.54 0 0.00 36 $193.54 2022 Truist,Truist Purple,and the Truist logo are service marks of Twist Financial Corporation.SunTrust Merchant Services,LLC.SunTrust,the SunTrust logo,and SunTrust Merchant Services are trademarks of Twist Financial Corporation.Merchant Services are provided by SunTrust Merchant Services,LLC,an alliance between First Data Merchant Services,LLC and Twist Bank. mil YOUR CARD PROCESSING STATEMENT Merchant Number 275173125889 Page 26 of 58 Customer Service Website- Phone-1-800-432-7628 Statement Period 01/01/23-01/31/23 SUMMARY BY BATCH Total Gross Sales You Submitted Refunds Total Amount You Submitted Batch Submit Date Average Items Amount Items Amount Items Amount Ticket 801327163128 01/16/23 $5.50 126 $692.79 0 0.00 126 $692.79 801328163129 01/16/23 $5.87 901 $5,289.53 0 0.00 901 $5,289.53 801330163129 01/16/23 $4.66 418 $1,947.37 0 0.00 418 $1,947.37 801331163103 01/16/23 $2.17 195 $423.31 0 0.00 195 $423.31 801332163101 01/16/23 $3.91 61 $238.29 0 0.00 61 $238.29 801333163041 01/16/23 $4.43 78 $345.51 0 0.00 78 $345.51 801334162479 01/16/23 $1.35 1 $1.35 0 0.00 1 $1.35 801335162926 01/16/23 $3.05 45 $137.25 0 0.00 45 $137.25 801336163129 01/16/23 $6.25 406 $2,536.66 0 0.00 406 $2,536.66 801338163007 01/16/23 $2.96 37 $109.60 0 0.00 37 $109.60 801339163041 01/16/23 $3.89 356 $1,385.62 0 0.00 356 $1,385.62 801340163130 01/16/23 $6.26 1,348 $8,442.31 0 0.00 1,348 $8,442.31 801341163130 01/16/23 $7.42 737 $5,469.79 0 0.00 737 $5,469.79 801342162763 01/16/23 $2.67 16 $42.75 0 0.00 16 $42.75 801343163128 01/16/23 $1.37 176 $241.33 0 0.00 176 $241.33 801344162153 01/16/23 $0.75 1 $0.75 0 0.00 1 $0.75 801346163114 01/16/23 $1.20 22 $26.36 0 0.00 22 $26.36 801347162998 01/16/23 $1.35 3 $4.05 0 0.00 3 $4.05 801348162205 01/16/23 $1.58 10 $15.78 0 0.00 10 $15.78 801349163076 01/16/23 $1.66 4 $6.65 0 0.00 4 $6.65 801350163026 01/16/23 $1.53 16 $24.41 0 0.00 16 $24.41 801351163129 01/16/23 $1.57 566 $890.41 0 0.00 566 $890.41 801353163038 01/16/23 $2.88 26 $74.85 0 0.00 26 $74.85 801354163085 01/16/23 $2.07 315 $652.52 0 0.00 315 $652.52 801355162266 01/16/23 $1.99 10 $19.90 0 0.00 10 $19.90 801356163081 01/16/23 $2.18 15 $32.76 0 0.00 15 $32.76 801357162918 01/16/23 $2.03 16 $32.43 0 0.00 16 $32.43 801358163073 01/16/23 $2.39 77 $183.81 0 0.00 77 $183.81 801359163061 01/16/23 $3.59 252 $903.71 0 0.00 252 $903.71 801361163060 01/16/23 $3.25 417 $1,353.23 0 0.00 417 $1,353.23 801362163058 01/16/23 $4.38 183 $801.37 0 0.00 183 $801.37 801363163057 01/16/23 $3.76 47 $176.50 0 0.00 47 $176.50 801364163061 01/16/23 $3.42 152 $519.72 0 0.00 152 $519.72 801365163052 01/16/23 $3.05 46 $140.45 0 0.00 46 $140.45 801366162551 01/16/23 $2.73 9 $24.57 0 0.00 9 $24.57 801367163003 01/16/23 $5.21 76 $395.75 0 0.00 76 $395.75 801368163055 01/16/23 $4.72 112 $528.65 0 0.00 112 $528.65 801369163122 01/16/23 $6.99 69 $482.22 0 0.00 69 $482.22 801370163122 01/16/23 $6.78 92 $624.11 0 0.00 92 $624.11 801372163129 01/16/23 $5.13 91 $466.75 0 0.00 91 $466.75 801373163119 01/16/23 $5.30 125 $662.78 0 0.00 125 $662.78 801374163128 01/16/23 $5.14 179 $920.91 0 0.00 179 $920.91 801375163126 01/16/23 $4.62 244 $1,127.58 0 0.00 244 $1,127.58 801376162241 01/16/23 $4.04 63 $254.68 0 0.00 63 $254.68 801377163040 01/16/23 $3.65 45 $164.30 0 0.00 45 $164.30 801379162956 01/16/23 $4.94 120 $592.90 0 0.00 120 $592.90 801380162888 01/16/23 $1.84 17 $31.24 0 0.00 17 $31.24 801381163042 01/16/23 $2.25 94 $211.53 0 0.00 94 $211.53 801382163048 01/16/23 $19.10 138 $2,636.10 0 0.00 138 $2,636.10 801383162965 01/16/23 $2.06 38 $78.21 0 0.00 38 $78.21 801384163041 01/16/23 $3.19 104 $331.99 0 0.00 104 $331.99 801385163041 01/16/23 $4.27 102 $435.48 0 0.00 102 $435.48 801387163034 01/16/23 $2.16 37 $79.76 0 0.00 37 $79.76 801388161455 01/16/23 $2.93 4 $11.72 0 0.00 4 $11.72 801389163126 01/16/23 $1.80 63 $113.65 0 0.00 63 $113.65 801391163062 01/16/23 $0.78 8 $6.25 0 0.00 8 $6.25 801392163016 01/16/23 $2.25 14 $31.45 0 0.00 14 $31.45 2022 Twist,Twist Purple,and the Twist logo are service marks of Truist Financial Corporation.SunTrust Merchant Services,LLC.SunTrust,the SunTrust logo,and SunTrust Merchant Services are trademarks of Truist Financial Corporation.Merchant Services are provided by SunTrust Merchant Services,LLC,an alliance between First Data Merchant Services,LLC and Twist Bank. YOUR CARD PROCESSING STATEMENT Merchant Number 275173125889 Page 27 of 58 Customer Service Website- Statement Period 01/01/23-01/31/23 Phone-1-800-432-7628 SUMMARY BY BATCH Total Gross Sales You Submitted Refunds Total Amount You Submitted Batch Submit Date Average Items Amount Items Amount Items Amount Ticket 801393163109 01/16/23 $1.52 28 $42.63 0 0.00 28 $42.63 801395163041 01/16/23 $2.64 7 $18.46 0 0.00 7 $18.46 801396163110 01/16/23 $2.06 74 $152.79 0 0.00 74 $152.79 801397163060 01/16/23 $3.38 331 $1,117.49 0 0.00 331 $1,117.49 801398162878 01/16/23 $2.49 72 $179.16 0 0.00 72 $179.16 801399162778 01/16/23 $1.45 2 $2.90 0 0.00 2 $2.90 801400163082 01/16/23 $3.14 194 $610.10 0 0.00 194 $610.10 801401163051 01/16/23 $1.89 12 $22.68 0 0.00 12 $22.68 801403163097 01/16/23 $1.23 20 $24.67 0 0.00 20 $24.67 801404162688 01/16/23 $2.56 16 $40.90 0 0.00 16 $40.90 801405162130 01/16/23 $2.52 27 $68.12 0 0.00 27 $68.12 801406162979 01/16/23 $20.21 146 $2,950.40 0 0.00 146 $2,950.40 801407163056 01/16/23 $4.04 39 $157.53 0 0.00 39 $157.53 801408163056 01/16/23 $4.38 45 $196.95 0 0.00 45 $196.95 801409162656 01/16/23 $1.84 10 $18.35 0 0.00 10 $18.35 801411162989 01/16/23 $4.58 13 $59.55 0 0.00 13 $59.55 801412163002 01/16/23 $2.29 10 $22.92 0 0.00 10 $22.92 801413163012 01/16/23 $3.73 27 $100.62 0 0.00 27 $100.62 801415161898 01/16/23 $2.19 11 $24.07 0 0.00 11 $24.07 463406171210 01/17/23 $1.00 1 $1.00 0 0.00 1 $1.00 463413171804 01/17/23 $4.25 10 $42.50 0 0.00 10 $42.50 463418171136 01/17/23 $4.75 2 $9.50 0 0.00 2 $9.50 463429171963 01/17/23 $4.21 24 $100.95 0 0.00 24 $100.95 463439171744 01/17/23 $8.25 2 $16.50 0 0.00 2 $16.50 463442171611 01/17/23 $3.50 2 $7.00 0 0.00 2 $7.00 463448171590 01/17/23 $4.20 5 $21.00 0 0.00 5 $21.00 463566171849 01/17/23 $5.28 18 $95.00 0 0.00 18 $95.00 463581171620 01/17/23 $7.50 6 $45.00 0 0.00 6 $45.00 801322173047 01/17/23 $4.27 15 $64.01 0 0.00 15 $64.01 801323173132 01/17/23 $6.84 573 $3,918.37 0 0.00 573 $3,918.37 801324172966 01/17/23 $3.69 175 $646.20 0 0.00 175 $646.20 801325173130 01/17/23 $6.22 659 $4,096.62 0 0.00 659 $4,096.62 801326173083 01/17/23 $3.22 30 $96.53 0 0.00 30 $96.53 801327173129 01/17/23 $5.38 128 $689.23 0 0.00 128 $689.23 801328173130 01/17/23 $5.07 818 $4,147.56 0 0.00 818 $4,147.56 801330173130 01/17/23 $4.47 405 $1,811.75 0 0.00 405 $1,811.75 801331173104 01/17/23 $1.87 232 $433.71 0 0.00 232 $433.71 801332173102 01/17/23 $4.58 57 $260.99 0 0.00 57 $260.99 801333173042 01/17/23 $4.76 57 $271.05 0 0.00 57 $271.05 801335172927 01/17/23 $2.86 28 $80.13 0 0.00 28 $80.13 801336173130 01/17/23 $5.92 293 $1,734.36 0 0.00 293 $1,734.36 801338173008 01/17/23 $2.50 31 $77.40 0 0.00 31 $77.40 801339173042 01/17/23 $4.04 227 $917.93 0 0.00 227 $917.93 801340173131 01/17/23 $6.59 1,021 $6,730.06 0 0.00 1,021 $6,730.06 801341173131 01/17/23 $7.77 731 $5,681.45 0 0.00 731 $5,681.45 801342172764 01/17/23 $4.16 8 $33.30 0 0.00 8 $33.30 801343173129 01/17/23 $1.36 382 $521.05 0 0.00 382 $521.05 801344172154 01/17/23 $0.73 7 $5.12 0 0.00 7 $5.12 801346173115 01/17/23 $1.33 47 $62.65 0 0.00 47 $62.65 801347172999 01/17/23 $1.27 25 $31.75 0 0.00 25 $31.75 801348172206 01/17/23 $1.12 6 $6.69 0 0.00 6 $6.69 801349173077 01/17/23 $1.63 82 $134.05 0 0.00 82 $134.05 801350173027 01/17/23 $1.61 42 $67.75 0 0.00 42 $67.75 801351173130 01/17/23 $1.45 571 $828.68 0 0.00 571 $828.68 801353173039 01/17/23 $2.87 37 $106.27 0 0.00 37 $106.27 801354173086 01/17/23 $2.05 228 $467.64 0 0.00 228 $467.64 801355172267 01/17/23 $10.31 1 $10.31 0 0.00 1 $10.31 2022 Truist,Truist Purple,and the Truist logo are service marks of Truist Financial Corporation.SunTrust Merchant Services,LLC.SunTrust,the SunTrust logo,and SunTrust Merchant Services are trademarks of Twist Financial Corporation.Merchant Services are provided by SunTrust Merchant Services,LLC,an alliance between First Data Merchant Services,LLC and Twist Bank. llllllli YOUR CARD PROCESSING STATEMENT Merchant Number 275173125889 Page 28 of 58 Customer Service Website- Phone-1-800-432-7628 Statement Period 01/01/23-01/31/23 SUMMARY BY BATCH Total Gross Sales You Submitted Refunds Total Amount You Submitted Batch Submit Date Average Items Amount Items Amount Items Amount Ticket 801356173082 01/17/23 $1.19 21 $24.99 0 0.00 21 $24.99 801357172919 01/17/23 $1.80 13 $23.36 0 0.00 13 $23.36 801358173074 01/17/23 $2.06 102 $210.22 0 0.00 102 $210.22 801359173062 01/17/23 $3.02 241 $728.07 0 0.00 241 $728.07 801361173061 01/17/23 $2.97 363 $1,078.77 0 0.00 363 $1,078.77 801362173059 01/17/23 $3.59 121 $433.97 0 0.00 121 $433.97 801363173058 01/17/23 $3.82 48 $183.40 0 0.00 48 $183.40 801364173062 01/17/23 $3.66 146 $535.06 0 0.00 146 $535.06 801365173053 01/17/23 $4.29 36 $154.51 0 0.00 36 $154.51 801366172552 01/17/23 $2.08 11 $22.90 0 0.00 11 $22.90 801367173004 01/17/23 $6.52 30 $195.50 0 0.00 30 $195.50 801368173056 01/17/23 $4.92 89 $437.60 0 0.00 89 $437.60 801369173123 01/17/23 $7.58 51 $386.76 0 0.00 51 $386.76 801370173123 01/17/23 $7.20 66 $474.93 D 0.00 66 $474.93 801372173130 01/17/23 $4.91 93 $457.06 0 0.00 93 $457.06 801373173120 01/17/23 $5.38 141 $758.79 0 0.00 141 $758.79 801374173129 01/17/23 $5.14 128 $658.23 0 0.00 128 $658.23 801375173127 01/17/23 $5.08 214 $1,086.26 0 0.00 214 $1,086.26 801376172242 01/17/23 $3.77 76 $286.53 0 0.00 76 $286.53 801377173041 01/17/23 $3.99 66 $263.22 0 0.00 66 $263.22 801379172957 01/17/23 $4.83 76 $367.45 0 0.00 76 $367.45 801380172889 01/17/23 $1.53 19 $29.10 0 0.00 19 $29.10 801381173043 01/17/23 $2.09 128 $267.83 0 0.00 128 $267.83 801382173049 01/17/23 $19.21 138 $2,650.45 0 0.00 138 $2,650.45 801383172966 01/17/23 $1.93 35 $67.67 0 0.00 35 $67.67 801384173042 01/17/23 $2.53 110 $278.09 0 0.00 110 $278.09 801385173042 01/17/23 $4.59 84 $385.34 0 0.00 84 $385.34 801387173035 01/17/23 $2.06 42 $86.48 0 0.00 42 $86.48 801388171456 01/17/23 $1.83 3 $5.49 0 0.00 3 $5.49 801389173127 01/17/23 $1.17 55 $64.24 0 0.00 55 $64.24 801391173063 01/17/23 $0.99 9 $8.90 0 0.00 9 $8.90 801392173017 01/17/23 $1.41 14 $19.78 0 0.00 14 $19.78 801393173110 01/17/23 $1.50 36 $54.13 0 0.00 36 $54.13 801395173042 01/17/23 $1.52 3 $4.55 0 0.00 3 $4.55 801396173111 01/17/23 $1.71 67 $114.30 0 0.00 67 $114.30 801397173061 01/17/23 $2.90 341 $988.03 0 0.00 341 $988.03 801398172879 01/17/23 $1.96 54 $105.72 0 0.00 54 $105.72 801399172779 01/17/23 $0.35 1 $0.35 0 0.00 1 $0.35 801400173083 01/17/23 $3.11 167 $518.91 0 0.00 167 $518.91 801401173052 01/17/23 $3.10 17 $52.67 0 0.00 17 $52.67 801403173098 01/17/23 $2.09 29 $60.68 0 0.00 29 $60.68 801404172689 01/17/23 $2.35 11 $25.80 0 0.00 11 $25.80 801405172131 01/17/23 $2.53 15 $37.90 0 0.00 15 $37.90 801406172980 01/17/23 $3.77 384 $1,448.80 0 0.00 384 $1,448.80 801407173057 01/17/23 $4.59 31 $142.23 0 0.00 31 $142.23 801408173057 01/17/23 $3.47 49 $170.10 0 0.00 49 $170.10 801409172657 01/17/23 $1.88 10 $18.75 0 0.00 10 $18.75 801411172990 01/17/23 $4.03 9 $36.30 0 0.00 9 $36.30 801412173003 01/17/23 $1.87 11 $20.61 0 0.00 11 $20.61 801413173013 01/17/23 $2.60 29 $75.31 0 0.00 29 $75.31 801415171899 01/17/23 $1.19 4 $4.75 0 0.00 4 $4.75 463406181211 01/18/23 $2.50 2 $5.00 0 0.00 2 $5.00 463413181805 01/18/23 $3.34 16 $53.50 0 0.00 16 $53.50 463429181964 01/18/23 $4.81 29 $139.50 0 0.00 29 $139.50 463439181745 01/18/23 $6.50 1 $6.50 0 0.00 1 $6.50 463448181591 01/18/23 $3.14 14 $44.00 0 0.00 14 $44.00 463566181850 01/18/23 $7.15 24 $171.50 0 0,00 24 $171.50 2022 Truist,Truist Purple,and the Truist logo are service marks of Truist Financial Corporation.SunTrust Merchant Services,LLC.SunTrust,the SunTrust logo.and SunTrust Merchant Services are trademarks of Truist Financial Corporation.Merchant Services are provided by SunTrust Merchant Services,LLC,an alliance between First Data Merchant Services,LLC and Twist Bank. YOUR CARD PROCESSING STATEMENT Merchant Number 275173125889 Page 29 of 58 Customer Service Website- Statement Period 01/01/23-01/31/23 Phone-1-800-432-7628 SUMMARY BY BATCH Total Gross Sales You Submitted Refunds Total Amount You Submitted Batch Submit Date Average Items Amount Items Amount Items Amount Ticket 463581181621 01/18/23 $3.83 3 $11.50 0 0.00 3 $11.50 801322183048 01/18/23 $3.06 41 $125.60 0 0.00 41 $125.60 801323183133 01/18/23 $5.91 468 $2,763.72 0 0.00 468 $2,763.72 801324182967 01/18/23 $4.06 117 $474.70 0 0.00 117 $474.70 801325183131 01/18/23 $5.40 524 $2,829.28 0 0.00 524 $2,829.28 801326183084 01/18/23 $3.64 22 $80.01 0 0.00 22 $80.01 801327183130 01/18/23 $5.83 129 $751.49 0 0.00 129 $751.49 801328183131 01/18/23 $4.94 790 $3,905.12 0 0.00 790 $3,905.12 801330183131 01/18/23 $4.57 374 $1,707.96 0 0.00 374 $1,707.96 801331183105 01/18/23 $1.80 196 $352.34 0 0.00 196 $352.34 801332183103 01/18/23 $4.34 56 $243.09 0 0.00 56 $243.09 801333183043 01/18/23 $5.13 48 $246.28 0 0.00 48 $246.28 801335182928 01/18/23 $4.20 37 $155.48 0 0.00 37 $155.48 801336183131 01/18/23 $5.89 267 $1,571.50 0 0.00 267 $1,571.50 801338183009 01/18/23 $2.96 32 $94.70 0 0.00 32 $94.70 801339183043 01/18/23 $4.22 154 $650.16 0 0.00 154 $650.16 801340183132 01/18/23 $6.69 800 $5,349.08 0 0.00 800 $5,349.08 801341183132 01/18/23 $7.79 690 $5,378.15 0 0.00 690 $5,378.15 801342182765 01/18/23 $2.37 8 $18.95 0 0.00 8 $18.95 801343183130 01/18/23 $1.21 384 $463.38 0 0.00 384 $463.38 801344182155 01/18/23 $1.36 2 $2.72 0 0.00 2 $2.72 801346183116 01/18/23 $1.25 44 $54.96 0 0.00 44 $54.96 801347183000 01/18/23 $1.87 35 $65.39 0 0.00 35 $65.39 801348182207 01/18/23 $1.87 5 $9.36 0 0.00 5 $9.36 801349183078 01/18/23 $1.71 88 $150.26 0 0.00 88 $150.26 801350183028 01/18/23 $1.61 61 $98.34 0 0.00 61 $98.34 801351183131 01/18/23 $1.40 502 $702.57 0 0.00 502 $702.57 801353183040 01/18/23 $3.04 38 $115.35 0 0.00 38 $115.35 801354183087 01/18/23 $2.04 172 $351.65 0 0.00 172 $351.65 801355182268 01/18/23 $6.02 2 $12.03 0 0.00 2 $12.03 801356183083 01/18/23 $1.21 50 $60.27 0 0.00 50 $60.27 801357182920 01/18/23 $3.82 10 $38.17 0 0.00 10 $38.17 801358183075 01/18/23 $2.27 45 $102.21 0 0.00 45 $102.21 801359183063 01/18/23 $3.41 148 $505.40 0 0.00 148 $505.40 801361183062 01/18/23 $3.00 369 $1,108.56 0 0.00 369 $1,108.56 801362183060 01/18/23 $3.33 109 $362.83 0 0.00 109 $362.83 801363183059 01/18/23 $3.69 37 $136.41 0 0.00 37 $136.41 801364183063 01/18/23 $4.04 104 $420.49 0 0.00 104 $420.49 801365183054 01/18/23 $3.78 25 $94.62 0 0.00 25 $94.62 _ 801366182553 01/18/23 $4.35 1 $4.35 0 0.00 1 $4.35 801367183005 01/18/23 $4.38 40 $175.00 0 0.00 40 $175.00 801368183057 01/18/23 $4.94 59 $291.20 0 0.00 59 $291.20 801369183124 01/18/23 $6.63 81 $537.30 0 0.00 81 $537.30 801370183124 01/18/23 $6.08 30 $182.50 0 0.00 30 $182.50 801372183131 01/18/23 $4.89 72 $352.37 0 0.00 72 $352.37 801373183121 01/18/23 $5.34 106 $565.74 0 0.00 106 $565.74 801374183130 01/18/23 $5.39 102 $549.37 0 0.00 102 $549.37 801375183128 01/18/23 $5.49 214 $1,175.12 0 0.00 214 $1,175.12 801376182243 01/18/23 $4.52 57 $257.70 0 0.00 57 $257.70 801377183042 01/18/23 $4.11 71 $292.14 0 0.00 71 $292.14 801379182958 01/18/23 $4.86 76 $369.25 0 0.00 76 $369.25 801380182890 01/18/23 $2.08 20 $41.56 0 0.00 20 $41.56 801381183044 01/18/23 $2.40 109 $261.63 0 0.00 109 $261.63 801382183050 01/18/23 $19.23 103 $1,981.10 0 0.00 103 $1,981.10 801383182967 01/18/23 $1.77 10 $17.72 0 0.00 10 $17.72 801384183043 01/18/23 $3.59 70 $251.36 0 0.00 70 $251.36 801385183043 01/18/23 $4.30 95 $408.39 0 0.00 95 $408.39 2022 Truist,Truist Purple,and the Truist logo are service marks of Truist Financial Corporation.SunTrust Merchant Services,LLC.SunTrust,the SunTrust logo,and SunTrust Merchant Services are trademarks of Truist Financial Corporation.Merchant Services are provided by SunTrust Merchant Services,LLC,an alliance between First Data Merchant Services,LLC and Truist Bank. Ems YOUR CARD PROCESSING STATEMENT Merchant Number 275173125889 Page 30 of 58 am Customer Service Website- Phone-1-800-432-7628 Statement Period 01/01/23-01/31/23 SUMMARY BY BATCH Total Gross Sales You Submitted Refunds Total Amount You Submitted Batch Submit Date Average Items Amount Items Amount Items Amount Ticket 801387183036 01/18/23 $1.87 49 $91.41 0 0.00 49 $91.41 801388181457 01/18/23 $1.07 2 $2.13 0 0.00 2 $2.13 801389183128 01/18/23 $1.70 74 $125.95 0 0.00 74 $125.95 801391183064 01/18/23 $0.92 11 $10.10 0 0.00 11 $10.10 801392183018 01/18/23 $1.68 25 $41.97 0 0.00 25 $41.97 801393183111 01/18/23 $1.62 15 $24.24 0 0.00 15 $24.24 801395183043 01/18/23 $3.95 3 $11.85 0 0.00 3 $11.85 801396183112 01/18/23 $2.77 41 $113.67 0 0.00 41 $113.67 801397183062 01/18/23 $2.91 280 $813.98 0 0.00 280 $813.98 801398182880 01/18/23 $2.15 47 $100.94 0 0.00 47 $100.94 801399182780 01/18/23 $2.91 4 $11.65 0 0.00 4 $11.65 801400183084 01/18/23 $3.42 153 $523.49 0 0.00 153 $523.49 801401183053 01/18/23 $2.07 43 $88.87 0 0.00 43 $88.87 801403183099 01/18/23 $1.57 46 $72.24 0 0.00 46 $72.24 801404182690 01/18/23 $1.60 3 $4.80 0 0.00 3 $4.80 801405182132 01/18/23 $2.28 12 $27.39 0 0.00 12 $27.39 801406182981 01/18/23 $4.39 264 $1,158.40 0 0.00 264 $1,158.40 801407183058 01/18/23 $7.40 20 $148.05 0 0.00 20 $148.05 801408183058 01/18/23 $4.09 37 $151.25 0 0.00 37 $151.25 801409182658 01/18/23 $2.82 25 $70.54 0 0.00 25 $70.54 801411182991 01/18/23 $3.02 6 $18.10 0 0.00 6 $18.10 801412183004 01/18/23 $0.88 7 $6.18 0 0.00 7 $6.18 801413183014 01/18/23 $3.94 23 $90.55 0 0.00 23 $90.55 801415181900 01/18/23 $2.26 1 $2.26 0 0.00 1 $2.26 463406191212 01/19/23 $30.75 2 $61.50 0 0.00 2 $61.50 463413191806 01/19/23 $3.75 10 $37.50 0 0.00 10 $37.50 463418191137 01/19/23 $6.50 1 $6.50 0 0.00 1 $6.50 463425190888 01/19/23 $2.00 2 $4.00 0 0.00 2 $4.00 463429191965 01/19/23 $6.13 23 $140.95 0 0.00 23 $140.95 463439191746 01/19/23 $10.67 3 $32.00 0 0.00 3 $32.00 463442191613 01/19/23 $4.17 3 $12.50 0 0.00 3 $12.50 463448191592 01/19/23 $4.13 8 $33.00 0 0.00 8 $33.00 463566191851 01/19/23 $7.63 23 $175.50 0 0.00 23 $175.50 463581191622 01/19/23 $15.42 7 $107.95 0 0.00 7 $107.95 801322193049 01/19/23 $3.35 28 $93.66 0 0.00 28 $93.66 801323193134 01/19/23 $6.51 506 $3,295.42 0 0.00 506 $3,295.42 801324192968 01/19/23 $4.40 122 $536.52 0 0.00 122 $536.52 801325193132 01/19/23 $5.69 455 $2,589.74 0 0.00 455 $2,589.74 801326193085 01/19/23 $3.71 14 $51.96 0 0.00 14 $51.96 _ 801327193131 01/19/23 $5.27 140 $738.26 0 0.00 140 $738.26 801328193132 01/19/23 $5.09 803 $4,090.56 0 0.00 803 $4,090.56 801330193132 01/19/23 $4.74 444 $2,106.00 0 0.00 444 $2,106.00 801331193106 01/19/23 $1.91 185 $354.12 0 0.00 185 $354.12 801332193104 01/19/23 $5.42 49 $265.46 0 0.00 49 $265.46 801333193044 01/19/23 $7.16 35 $250.74 0 0.00 35 $250.74 801334192480 01/19/23 $20.35 1 $20.35 0 0.00 1 $20.35 801335192929 01/19/23 $3.80 40 $151.96 0 0.00 40 $151.96 801336193132 01/19/23 $6.00 247 $1,481.75 0 0.00 247 $1,481.75 801338193010 01/19/23 $3.08 18 $55.50 0 0.00 18 $55.50 801339193044 01/19/23 $3.87 224 $867.79 0 0.00 224 $867.79 801340193133 01/19/23 $6.56 822 $5,390.66 0 0.00 822 $5,390.66 801341193133 01/19/23 $7.67 744 $5,709.50 0 0.00 744 $5.709.50 801342192766 01/19/23 $3.68 3 $11.05 0 0.00 3 $11.05 801343193131 01/19/23 $1.25 357 $447.95 0 0.00 357 $447.95 801344192156 01/19/23 $0.83 10 $8.30 0 0.00 10 $8.30 801346193117 01/19/23 $1.14 60 $68.29 0 0.00 60 $68.29 801347193001 01/19/23 $2.06 52 $107.21 0 0.00 52 $107.21 2022 Truist,Twist Purple,and the Truist logo are service marks of Truist Financial Corporation.SunTrust Merchant Services,LLC.SunTrust,the SunTrust logo,and SunTrust Merchant Services are trademarks of Truist Financial Corporation.Merchant Services are provided by SunTrust Merchant Services,LLC.an alliance between First Data Merchant Services,LLC and Truist Bank. YOUR CARD PROCESSING STATEMENT Merchant Number 275173125889 Page 31 of 58 Customer Service Website- Statement Period 01/01/23-01/31/23 Phone-1-800-432-7628 SUMMARY BY BATCH Total Gross Sales You Submitted Refunds Total Amount You Submitted Batch Submit Date Average Items Amount Items Amount Items Amount Ticket 801348192208 01/19/23 $0.60 1 $0.60 0 0.00 1 $0.60 801349193079 01/19/23 $1.72 91 $156.80 0 0.00 91 $156.80 801350193029 01/19/23 $1.64 70 $114.59 0 0.00 70 $114.59 801351193132 01/19/23 $1.46 485 $708.91 0 0.00 485 $708.91 801353193041 01/19/23 $3.07 30 $92.18 0 0.00 30 $92.18 801354193088 01/19/23 $1.94 213 $412.18 0 0.00 213 $412.18 801355192269 01/19/23 $1.41 5 $7.07 0 0.00 5 $7.07 801356193084 01/19/23 $1.40 33 $46.16 0 0.00 33 $46.16 801357192921 01/19/23 $1.71 14 $23.98 0 0.00 14 $23.98 801358193076 01/19/23 $2.21 75 $165.86 0 0.00 75 $165.86 801359193064 01/19/23 $3.70 209 $774.19 0 0.00 209 $774.19 801361193063 01/19/23 $3.46 354 $1,224.32 0 0.00 354 $1,224.32 801362193061 01/19/23 $4.26 140 $595.88 0 0.00 140 $595.88 801363193060 01/19/23 $4.31 40 $172.39 0 0.00 40 $172.39 801364193064 01/19/23 $3.61 122 $440.56 0 0.00 122 $440.56 801365193055 01/19/23 $3.28 46 $150.89 0 0.00 46 $150.89 801366192554 01/19/23 $2.89 4 $11.55 0 0.00 4 $11.55 801367193006 01/19/23 $4.67 44 $205.55 0 0.00 44 $205.55 801368193058 01/19/23 $5.71 75 $428.50 0 0.00 75 $428.50 801369193125 01/19/23 $6.59 82 $540.30 0 0.00 82 $540.30 801370193125 01/19/23 $5.75 44 $253.09 0 0.00 44 $253.09 801371191193 01/19/23 $2.35 1 $2.35 0 0.00 1 $2.35 801372193132 01/19/23 $4.89 96 $469.55 0 0.00 96 $469.55 801373193122 01/19/23 $5.23 116 $606.95 0 0.00 116 $606.95 801374193131 01/19/23 $5.26 106 $557.26 0 0.00 106 $557.26 801375193129 01/19/23 $4.89 162 $792.61 0 0.00 162 $792.61 801376192244 01/19/23 $3.98 69 $274.30 0 0.00 69 $274.30 801377193043 01/19/23 $4.28 56 $239.79 0 0.00 56 $239.79 801379192959 01/19/23 $5.19 63 $327.00 0 0.00 63 $327.00 801380192891 01/19/23 $1.55 7 $10.85 0 0.00 7 $10.85 801381193045 01/19/23 $2.12 94 $198.99 0 0.00 94 $198.99 801382193051 01/19/23 $18.85 115 $2,168.00 0 0.00 115 $2,168.00 801383192968 01/19/23 $2.16 17 $36.74 0 0.00 17 $36.74 801384193044 01/19/23 $3.48 81 $281.76 0 0.00 81 $281.76 801385193044 01/19/23 $4.22 120 $506.91 0 0.00 120 $506.91 801387193037 01/19/23 $2.15 37 $79.56 0 0.00 37 $79.56 801388191458 01/19/23 $1.98 5 $9.91 0 0.00 5 $9.91 801389193129 01/19/23 $1.44 76 $109.20 0 0.00 76 $109.20 801391193065 01/19/23 $1.30 10 $12.95 0 0.00 10 $12.95 _ 801392193019 01/19/23 $1.37 13 $17.85 0 0.00 13 $17.85 801393193112 01/19/23 $1.26 23 $28.90 0 0.00 23 $28.90 801395193044 01/19/23 $1.59 6 $9.55 0 0.00 6 $9.55 801396193113 01/19/23 $1.86 59 $110.00 0 0.00 59 $110.00 801397193063 01/19/23 $2.92 278 $811.85 0 0.00 278 $811.85 801398192881 01/19/23 $2.35 45 $105.88 0 0.00 45 $105.88 801400193085 01/19/23 $3.37 144 $485.95 0 0.00 144 $485.95 801401193054 01/19/23 $1.35 43 $58.17 0 0.00 43 $58.17 801403193100 01/19/23 $2.14 39 $83.53 0 0.00 39 $83.53 801404192691 01/19/23 $0.78 15 $11.69 0 0.00 15 $11.69 801405192133 01/19/23 $1.82 10 $18.20 0 0.00 10 $18.20 801406192982 01/19/23 $4.30 288 $1,237.55 0 0.00 288 $1,237.55 801407193059 01/19/23 $6.24 26 $162.28 0 0.00 26 $162.28 801408193059 01/19/23 $3.89 21 $81.65 0 0.00 21 $81.65 801409192659 01/19/23 $2.41 16 $38.60 0 0.00 16 $38.60 801411192992 01/19/23 $3.52 6 $21.10 0 0.00 6 $21.10 801412193005 01/19/23 $1.78 5 $8.91 0 0.00 5 $8.91 801413193015 01/19/23 $2.68 29 $77.67 0 0.00 29 $77.67 2022 Truist,Twist Purple,and the Truist logo are service marks of Truist Financial Corporation.SunTrust Merchant Services,LLC.SunTrust,the SunTrust logo,and SunTrust Merchant Services are trademarks of Truist Financial Corporation.Merchant Services are provided by SunTrust Merchant Services,LLC,an alliance between First Data Merchant Services,LLC and Twist Bank. YOUR CARD PROCESSING STATEMENT Merchant Number 275173125889 Page 32 of 58 Customer Service Website- Phone-1-800-432-7628 Statement Period 01/01/23-01/31/23 SUMMARY BY BATCH Total Gross Sales You Submitted Refunds Total Amount You Submitted Batch Submit Date Average Items Amount Items Amount Items Amount Ticket 801415191901 01/19/23 $1.35 2 $2.70 0 0.00 2 $2.70 463406201213 01/20/23 $1.00 2 $2.00 0 0.00 2 $2.00 463413201807 01/20/23 $3.95 11 $43.50 0 0.00 11 $43.50 463418201138 01/20/23 $1.00 1 $1,00 0 0.00 1 $1.00 463429201966 01/20/23 $3.83 27 $103.50 0 0.00 27 $103.50 463439201747 01/20/23 $9.00 3 $27.00 0 0.00 3 $27.00 463448201593 01/20/23 $3.33 6 $20.00 0 0.00 6 $20.00 463566201852 01/20/23 $6.91 27 $186.50 0 0.00 27 $186.50 463581201623 01/20/23 $6.50 6 $39.00 0 0.00 6 $39.00 801322203050 01/20/23 $3.96 47 $185.96 0 0.00 47 $185.96 801323203135 01/20/23 $6.63 536 $3,551.16 0 0.00 536 $3,551.16 801324202969 01/20/23 $4.60 155 $713.31 0 0.00 155 $713.31 801325203133 01/20/23 $6.04 529 $3,194.04 0 0.00 529 $3,194.04 801326203086 01/20/23 $3.63 23 $83.48 0 0.00 23 $83.48 801327203132 01/20/23 $4.72 155 $731.00 0 0.00 155 $731.00 801328203133 01/20/23 $5.08 820 $4,163.61 0 0.00 820 $4,163.61 801330203133 01/20/23 $5.09 401 $2,042.88 0 0.00 401 $2,042.88 801331203107 01/20/23 $2.10 198 $416.46 0 0.00 198 $416.46 801332203105 01/20/23 $4.47 81 $362.25 0 0.00 81 $362.25 801333203045 01/20/23 $5.43 43 $233.61 0 0.00 43 $233.61 801335202930 01/20/23 $3.71 31 $115.00 0 0.00 31 $115.00 801336203133 01/20/23 $6.34 313 $1,985.03 0 0.00 313 $1,985.03 801338203011 01/20/23 $3.04 34 $103.26 0 0.00 34 $103.26 801339203045 01/20/23 $4.00 256 $1,022.99 0 0.00 256 $1,022.99 801340203134 01/20/23 $6.86 900 $6,175.28 0 0.00 900 $6,175.28 801341203134 01/20/23 $8.06 714 $5,754.50 0 0.00 714 $5,754.50 801342202767 01/20/23 $4.32 16 $69.10 0 0.00 16 $69.10 801343203132 01/20/23 $1.33 396 $525.25 0 0.00 396 $525.25 801344202157 01/20/23 $2.35 1 $2.35 0 0.00 1 $2.35 801346203118 01/20/23 $1.13 54 $60.94 0 0.00 54 $60.94 801347203002 01/20/23 $2.25 33 $74.32 0 0.00 33 $74.32 801348202209 01/20/23 $6.27 2 $12.54 0 0.00 2 $12.54 801349203080 01/20/23 $2.03 69 $139.74 0 0.00 69 $139.74 801350203030 01/20/23 $1.40 38 $53.18 0 0.00 38 $53.18 801351203133 01/20/23 $1.45 544 $789.43 0 0.00 544 $789.43 801353203042 01/20/23 $2.95 39 $115.16 0 0.00 39 $115.16 801354203089 01/20/23 $2.07 234 $484.99 0 0.00 234 $484.99 801356203085 01/20/23 $1.08 33 $35.78 0 0.00 33 $35.78 801357202922 01/20/23 $2.56 13 $33.25 0 0.00 13 $33.25 _ 801358203077 01/20/23 $2.73 106 $289.44 0 0.00 106 $289.44 801359203065 01/20/23 $3.41 245 $836.37 0 0.00 245 $836.37 801361203064 01/20/23 $3.41 358 $1,219.13 0 0.00 358 $1,219.13 801362203062 01/20/23 $3.85 145 $558.46 0 0.00 145 $558.46 801363203061 01/20/23 $5.31 29 $153.85 0 0.00 29 $153.85 801364203065 01/20/23 $3.56 131 $466.18 0 0.00 131 $466.18 801365203056 01/20/23 $2.89 38 $109.96 0 0.00 38 $109.96 801366202555 01/20/23 $2.60 2 $5.20 0 0.00 2 $5.20 801367203007 01/20/23 $5.36 45 $241.20 0 0.00 45 $241.20 801368203059 01/20/23 $5.11 83 $424.15 0 0.00 83 $424.15 801369203126 01/20/23 $6.02 74 $445.70 0 0.00 74 $445.70 801370203126 01/20/23 $6.74 49 $330.29 0 0.00 49 $330.29 801372203133 01/20/23 $5.01 106 $530.98 0 0.00 106 $530.98 801373203123 01/20/23 $5.39 132 $711.20 0 0.00 132 $711.20 801374203132 01/20/23 $5.50 141 $776.01 0 0.00 141 $776.01 801375203130 01/20/23 $4.81 213 $1,023.96 0 0.00 213 $1,023.96 801376202245 01/20/23 $4.38 91 $398.39 0 0.00 91 $398.39 801377203044 01/20/23 $4.06 61 $247.87 0 0.00 61 $247.87 2022 Truist,Truist Purple,and the Truist logo are service marks of Truist Financial Corporation.SunTrust Merchant Services,LLC.SunTrust,the SunTrust logo,and SunTrust Merchant Services are trademarks of Truist Financial Corporation.Merchant Services are provided by SunTrust Merchant Services,LLC.an alliance between First Data Merchant Services,LLC and Truist Bank. YOUR CARD PROCESSING STATEMENT Merchant Number 275173125889 Page 33 of 58 Customer Service Website- Statement Period 01/01/23-01/31/23 Phone-1-800-432-7628 SUMMARY BY BATCH Total Gross Sales You Submitted Refunds Total Amount You Submitted Average Batch Submit Date Ticket Items Amount 1 Items Amount Items Amount 801379202960 01/20/23 $5.42 77 $417.151- 0 0.00 77 $417.15 801380202892 01/20/23 $1.92 14 $26.901 0 0.00 14 $26.90 801381203046 01/20/23 $2.36 106 $250.00 0 0.00 106 $250.00 801382203052 01/20/23 $19.30 151 $2,914.95 0 0.00 151 $2,914.95 801383202969 01/20/23 $2.00 18 $35.91 0 0.00 18 $35.91 801384203045 01/20/23 $3.22 97 $312.48 0 0.00 97 $312.48 801385203045 01/20/23 $4.06 125 $508.08 0 0.00 125 $508.08 801387203038 01/20/23 $1.98 54 $106.73 0 0.00 54 $106.73 801388201459 01/20/23 $2.50 2 $4.99 0 0.00 2 $4.99 801389203130 01/20/23 $1.51 87 $131.21 0 0.00 87 $131.21 801391203066 01/20/23 $1.44 8 $11.53 0 0.00 8 $11.53 801392203020 01/20/23 $1.26 18 $22.68 0 0.00 18 $22.68 801393203113 01/20/23 $1.33 25 $33.34 0 0.00 25 $33.34 801395203045 01/20/23 $2.87 5 $14.36 0 0.00 5 $14.36 801396203114 01/20/23 $2.10 57 $119.84 0 0.00 57 $119.84 801397203064 01/20/23 $3.27 275 $898.01 0 0.00 275 $898.01 801398202882 01/20/23 $2.34 36 $84.29 0 0.00 36 $84.29 801399202781 01/20/23 $1.21 7 $8.45 0 0.00 7 $8.45 801400203086 01/20/23 $3.15 170 $536.18 0 0.00 170 $536.18 801401203055 01/20/23 $1.60 56 $89.65 0 0.00 56 $89.65 801403203101 01/20/23 $1.83 39 $71.34 0 0.00 39 $71.34 801404202692 01/20/23 $3.05 6 $18.27 0 0.00 6 $18.27 801405202134 01/20/23 $2.29 13 $29.71 0 0.00 13 $29.71 801406202983 01/20/23 $4.98 301 $1,498.95 0 0.00 301 $1,498.95 801407203060 01/20/23 $6.70 21 $140.74 0 0.00 21 $140.74 801408203060 01/20/23 $4.20 38 $159.54 0 0.00 38 $159.54 801409202660 01/20/23 $2.56 29 $74.35 0 0.00 29 $74.35 801411202993 01/20/23 $5.62 13 $73.03 0 0.00 13 $73.03 801412203006 01/20/23 $2.17 8 $17.36 0 0.00 8 $17.36 801413203016 01/20/23 $3.28 17 $55.68 0 0.00 17 $55.68 801415201902 01/20/23 $1.51 2 $3.01 0 0.00 2 $3.01 463406211214 01/21/23 $5.00 1 $5.00 0 0.00 1 $5.00 463413211808 01/21/23 $3.54 11 $38.95 0 0.00 11 $38.95 463429211967 01/21/23 $5.27 24 $126.45 0 0.00 24 $126.45 463439211748 01/21/23 $13.00 5 $65.00 0 0.00 5 $65.00 463442211614 01/21/23 $15.50 2 $31.00 0 0.00 2 $31.00 463448211594 01/21/23 $5.50 6 $33.00 0 0.00 6 $33.00 463566211853 01/21/23 $6.94 26 $180.50 0 0.00 26 $180.50 463581211624 01/21/23 $9.83 6 $59.00 0 0.00 6 $59.00 801322213051 01/21/23 $4.88 26 $126.85 0 0.00 26 $126.85 801323213136 01/21/23 $7.00 616 $4,312.07 0 0.00 616 $4,312.07 801324212970 01/21/23 $5.02 174 $873.71 0 0.00 174 $873.71 801325213134 01/21/23 $5.95 636 $3,781.42 0 0.00 636 $3,781.42 801326213087 01/21/23 $4.03 24 $96.66 0 0.00 24 $96.66 801327213133 01/21/23 $5.41 170 $919.85 0 0.00 170 $919.85 801328213134 01/21/23 $5.48 883 $4,836.49 0 0.00 883 $4,836.49 801330213134 01/21/23 $4.43 479 $2,121.31 0 0.00 479 $2,121.31 801331213108 01/21/23 $1.97 219 $432.20 0 0.00 219 $432.20 801332213106 01/21/23 $4.39 77 $338.06 0 0.00 77 $338.06 801333213046 01/21/23 $6.40 46 $294.34 0 0.00 46 $294.34 801334212481 01/21/23 $2.35 1 $2.35 0 0.00 1 $2.35 801335212931 01/21/23 $5.16 34 $175.43 0 0.00 34 $175.43 801336213134 01/21/23 $6.11 367 $2,242.92 0 0.00 367 $2,242.92 801338213012 01/21/23 $3.08 20 $61.65 0 0.00 20 $61.65 801339213046 01/21/23 $4.02 361 $1,450.65 0 0.00 361 $1,450.65 801340213135 01/21/23 $7.58 946 $7,168.57 0 0.00 946 $7,168.57 801341213135 01/21/23 $8.30 849 $7,044.65 0 0.00 849 $7,044.65 2022 Truist,Twist Purple,and the Twist logo are service marks of Truist Financial Corporation.SunTrust Merchant Services,LLC.SunTrust,the SunTrust logo.and SunTrust Merchant Services are trademarks of Twist Financial Corporation.Merchant Services are provided by SunTrust Merchant Services,LLC.an alliance between First Data Merchant Services,LLC and Twist Bank. YOUR CARD PROCESSING STATEMENT Merchant Number 275173125889 Page 34 of 58 MIN Customer Service Website- Phone-1-800-432-7628 Statement Period 01/01/23-01/31/23 SUMMARY BY BATCH Total Gross Sales You Submitted Refunds Total Amount You Submitted Batch Submit Date Average Items Amount Items Amount Items Amount Ticket 801342212768 01/21/23 $3.12 16 $49.89 0 0.00 16 $49.89 801343213133 01/21/23 $1.29 355 $456.89 0 0.00 355 $456.89 801344212158 01/21/23 $0.87 3 $2.61 0 0.00 3 $2.61 801346213119 01/21/23 $1.36 46 $62.72 0 0.00 46 $62.72 801347213003 01/21/23 $1.93 35 $67.55 0 0.00 35 $67.55 801348212210 01/21/23 $0.79 4 $3.15 0 0.00 4 $3.15 801349213081 01/21/23 $1.88 65 $122.37 0 0.00 65 $122.37 801350213031 01/21/23 $1.44 31 $44.56 0 0.00 31 $44.56 801351213134 01/21/23 $1.49 532 $792.45 0 0.00 532 $792.45 801353213043 01/21/23 $2.11 50 $105.28 0 0.00 50 $105.28 801354213090 01/21/23 $2.37 271 $641.72 0 0.00 271 $641.72 801355212270 01/21/23 $4.60 2 $9.20 0 0.00 2 $9.20 801356213086 01/21/23 $1.27 43 $54.75 0 0.00 43 $54.75 801357212923 01/21/23 $2.43 27 $65.70 0 0.00 27 $65.70 801358213078 01/21/23 $2.42 112 $270.51 0 0.00 112 $270.51 801359213066 01/21/23 $3.74 229 $856.37 0 0.00 229 $856.37 801361213065 01/21/23 $3.59 363 $1,303.25 0 0.00 363 $1,303.25 801362213063 01/21/23 $4.45 127 $565.28 0 0.00 127 $565.28 801363213062 01/21/23 $4.25 43 $182.70 0 0.00 43 $182.70 801364213066 01/21/23 $4.12 109 $449.44 0 0.00 109 $449.44 801365213057 01/21/23 $4.90 22 $107.74 0 0.00 22 $107.74 801366212556 01/21/23 $1.35 1 $1.35 0 0.00 1 $1.35 801367213008 01/21/23 $4.69 42 $197.00 0 0.00 42 $197.00 801368213060 01/21/23 $5.23 84 $439.54 0 0.00 84 $439.54 801369213127 01/21/23 $5.70 74 $421.43 0 0.00 74 $421.43 801370213127 01/21/23 $6.59 57 $375.56 0 0.00 57 $375.56 801372213134 01/21/23 $4.75 122 $579.27 0 0.00 122 $579.27 801373213124 01/21/23 $5.65 120 $678.37 0 0.00 120 $678.37 801374213133 01/21/23 $5.20 161 $836.46 0 0.00 161 $836.46 801375213131 01/21/23 $5.20 261 $1,356.59 0 0.00 261 $1,356.59 801376212246 01/21/23 $3.72 147 $546.71 0 0.00 147 $546.71 801377213045 01/21/23 $3.83 113 $433.00 0 0.00 113 $433.00 801379212961 01/21/23 $5.39 93 $501.48 0 0.00 93 $501.48 801380212893 01/21/23 $1.65 18 $29.77 0 0.00 18 $29.77 801381213047 01/21/23 $2.33 95 $221.62 0 0.00 95 $221.62 801382213053 01/21/23 $19.75 167 $3,298.00 0 0.00 167 $3,298.00 801383212970 01/21/23 $1.75 20 $35.01 0 0.00 20 $35.01 801384213046 01/21/23 $3.76 114 $429.12 0 0.00 114 $429.12 801385213046 01/21/23 $4.34 179 $776.95 0 0.00 179 $776.95 _ 801387213039 01/21/23 $1.92 50 $95.91 0 0.00 50 $95.91 801388211460 01/21/23 $2.99 3 $8.97 0 0.00 3 $8.97 801389213131 01/21/23 $1.46 85 $124.29 0 0.00 85 $124.29 801391213067 01/21/23 $1.17 8 $9.33 0 0.00 8 $9.33 801392213021 01/21/23 $1.59 14 $22.22 0 0.00 14 $22.22 801393213114 01/21/23 $1.32 26 $34.40 0 0.00 26 $34.40 801395213046 01/21/23 $1.47 6 $8.81 0 0.00 6 $8.81 801396213115 01/21/23 $2.50 54 $134.87 0 0.00 54 $134.87 801397213065 01/21/23 $3.39 348 $1,181.28 0 0.00 348 $1,181.28 801398212883 01/21/23 $2.19 39 $85.56 0 0.00 39 $85.56 801399212782 01/21/23 $2.35 3 $7.05 0 0.00 3 $7.05 801400213087 01/21/23 $3.63 141 $511.35 0 0.00 141 $511.35 801401213056 01/21/23 $1.56 48 $75.03 0 0.00 48 $75.03 801403213102 01/21/23 $1.68 44 $74.02 0 0.00 44 $74.02 801404212693 01/21/23 $2.07 8 $16.57 0 0.00 8 $16.57 801405212135 01/21/23 $3.33 20 $66.61 0 0.00 20 $66.61 801406212984 01/21/23 $6.96 263 $1,831.25 0 0.00 263 $1,831.25 801407213061 01/21/23 $5.33 21 $111.99 0 0.00 21 $111.99 2022 Truist,Twist Purple,and the Twist logo are service marks of Truist Financial Corporation.SunTrust Merchant Services,LLC.SunTrust,the SunTrust logo,and SunTrust Merchant Services are trademarks of Truist Financial Corporation.Merchant Services are provided by SunTrust Merchant Services,LLC,an alliance between First Data Merchant Services,LLC and Twist Bank. YOUR CARD PROCESSING STATEMENT Merchant Number 275173125889 Page 35 of 58 Customer Service Website- Statement Period 01/01/23-01/31/23 Phone-1-800-432-7628 SUMMARY BY BATCH Total Gross Sales You Submitted Refunds Total Amount You Submitted Batch Submit Date Average Items Amount Items Amount Items Amount Ticket 801408213061 01/21/23 $3.61 56 $201.98 0 0.00 56 $201.98 801409212661 01/21/23 $2.17 26 $56.45 0 0.00 26 $56.45 801411212994 01/21/23 $4.01 13 $52.17 0 0.00 13 $52.17 801412213007 01/21/23 $1.60 8 $12.77 0 0.00 8 $12.77 801413213017 01/21/23 $2.85 13 $37.05 0 0.00 13 $37.05 801415211903 01/21/23 $2.94 4 $11.77 0 0.00 4 $11.77 463406221215 01/22/23 $12.06 7 $84.45 0 0.00 7 $84.45 463413221809 01/22/23 $4.60 24 $110.50 0 0.00 24 $110.50 463418221139 01/22/23 $1.00 1 $1.00 0 0.00 1 $1.00 463425220889 01/22/23 $5.00 1 $5.00 0 0.00 1 $5.00 463429221968 01/22/23 $3.89 14 $54.50 0 0.00 14 $54.50 463439221749 01/22/23 $7.79 5 $38.95 0 0.00 5 $38.95 463442221615 01/22/23 $16.67 6 $100.00 0 0.00 6 $100.00 463448221595 01/22/23 $5.75 8 $46.00 0 0.00 8 $46.00 463566221854 01/22/23 $1.00 1 $1.00 0 0.00 1 $1.00 463581221625 01/22/23 $6.30 5 $31.50 0 0.00 5 $31.50 801322223052 01/22/23 $4.37 55 $240.45 0 0.00 55 $240.45 801323223137 01/22/23 $7.38 748 $5,521.74 0 0.00 748 $5,521.74 801324222971 01/22/23 $4.54 201 $911.90 0 0.00 201 $911.90 801325223135 01/22/23 $6.54 825 $5,396.02 0 0.00 825 $5,396.02 801326223088 01/22/23 $5.61 44 $246.94 0 0.00 44 $246.94 801327223134 01/22/23 $5.64 213 $1,200.43 0 0.00 213 $1,200.43 801328223135 01/22/23 $5.69 1,019 $5,798.73 0 0.00 1,019 $5,798.73 801330223135 01/22/23 $4.67 484 $2,262.26 0 0.00 484 $2,262.26 801331223109 01/22/23 $2.43 226 $549.26 0 0.00 226 $549.26 801332223107 01/22/23 $4.02 94 $378.19 0 0.00 94 $378.19 801333223047 01/22/23 $4.40 78 $343.28 0 0.00 78 $343.28 801335222932 01/22/23 $4.43 42 $186.26 0 0.00 42 $186.26 801336223135 01/22/23 $6.30 521 $3,282.05 0 0.00 521 $3,282.05 801338223013 01/22/23 $3.33 29 $96.45 0 0.00 29 $96.45 801339223047 01/22/23 $4.01 434 $1,738.70 0 0.00 434 $1,738.70 801340223136 01/22/23 $7.15 1,425 $10,190.43 0 0.00 1,425 $10,190.43 801341223136 01/22/23 $8.73 977 $8,525.93 0 0.00 977 $8,525.93 801342222769 01/22/23 $4.05 15 $60.70 0 0.00 15 $60.70 801343223134 01/22/23 $1.52 175 $266.75 0 0.00 175 $266.75 801344222159 01/22/23 $1.51 5 $7.57 0 0.00 5 $7.57 801346223120 01/22/23 $1.81 19 $34.35 0 0.00 19 $34.35 801347223004 01/22/23 $1.68 7 $11.75 0 0.00 7 $11.75 801348222211 01/22/23 $1.94 5 $9.71 0 0.00 5 $9.71 _ 801349223082 01/22/23 $1.75 11 $19.20 0 0.00 11 $19.20 801350223032 01/22/23 $2.18 10 $21.80 0 0.00 10 $21.80 801351223135 01/22/23 $1.53 790 $1,209.39 0 0.00 790 $1,209.39 801353223044 01/22/23 $2.63 47 $123.79 0 0.00 47 $123.79 801354223091 01/22/23 $2.18 521 $1,136.92 0 0.00 521 $1,136.92 801355222271 01/22/23 $5.13 3 $15.40 0 0.00 3 $15.40 801356223087 01/22/23 $1.48 30 $44.37 0 0.00 30 $44.37 801357222924 01/22/23 $1.46 42 $61.23 0 0.00 42 $61.23 801358223079 01/22/23 $2.39 168 $401.84 0 0.00 168 $401.84 801359223067 01/22/23 $3.48 333 $1,159.39 0 0.00 333 $1,159.39 801361223066 01/22/23 $3.19 508 $1,621.30 0 0.00 508 $1.621.30 801362223064 01/22/23 $3.94 164 $646.40 0 0.00 164 $646.40 801363223063 01/22/23 $2.96 56 $165.67 0 0.00 56 $165.67 801364223067 01/22/23 $3.98 138 $549.16 0 0.00 138 $549.16 801365223058 01/22/23 $3.52 46 $161.85 0 0.00 46 $161.85 801366222557 01/22/23 $2.85 7 $19.95 0 0.00 7 $19.95 801367223009 01/22/23 $4.59 83 $381.35 0 0.00 83 $381.35 801368223061 01/22/23 $5.46 107 $584.40 0 0.00 107 $584.40 2022 Truist,Truist Purple,and the Truist logo are service marks of Truist Financial Corporation.SunTrust Merchant Services,LLC.SunTrust,the SunTrust logo,and SunTrust Merchant Services are trademarks of Truist Financial Corporation.Merchant Services are provided by SunTrust Merchant Services,LLC.an alliance between First Data Merchant Services,LLC and Twist Bank. Nis YOUR CARD PROCESSING STATEMENT Merchant Number 275173125889 Page 36 of 58 sm Customer Service Website- Phone-1-800-432-7628 Statement Period 01/01/23-01/31/23 SUMMARY BY BATCH Total Gross Sales You Submitted Refunds Total Amount You Submitted Batch Submit Date Average Items Amount Items Amount Items Amount Ticket 801369223128 01/22/23 $7.35 79 $580.47 0 0.00 79 $580.47 801370223128 01/22/23 $4.99 118 $588.49 0 0.00 118 $588.49 801372223135 01/22/23 $5.51 188 $1,035.33 0 0.00 188 $1,035.33 801373223125 01/22/23 $5.51 216 $1,189.67 0 0.00 216 $1,189.67 801374223134 01/22/23 $5.48 223 $1,221.71 0 0.00 223 $1,221.71 801375223132 01/22/23 $5.67 320 $1,813.26 0 0.00 320 $1,813.26 801376222247 01/22/23 $3.90 108 $421.20 0 0.00 108 $421.20 801377223046 01/22/23 $4.06 205 $832.52 0 0.00 205 $832.52 801379222962 01/22/23 $5.38 90 $483.80 0 0.00 90 $483.80 801380222894 01/22/23 $1.84 70 $128.56 0 0.00 70 $128.56 801381223048 01/22/23 $2.15 136 $292.72 0 0.00 136 $292.72 801382223054 01/22/23 $19.54 229 $4,473.60 0 0.00 229 $4,473.60 801383222971 01/22/23 $2.05 38 $77.97 0 0.00 38 $77.97 801384223047 01/22/23 $3.27 131 $427.99 0 0.00 131 $427.99 801385223047 01/22/23 $4.10 176 $721.64 0 0.00 176 $721.64 801387223040 01/22/23 $1.99 47 $93.38 0 0.00 47 $93.38 801388221461 01/22/23 $2.79 8 $22.35 0 0.00 8 $22.35 801389223132 01/22/23 $1.24 79 $97.89 0 0.00 79 $97.89 801391223068 01/22/23 $0.77 11 $8.52 0 0.00 11 $8.52 801392223022 01/22/23 $1.74 26 $45.35 0 0.00 26 $45.35 801393223115 01/22/23 $1.21 36 $43.73 0 0.00 36 $43.73 801395223047 01/22/23 $2.18 5 $10.88 0 0.00 5 $10.88 801396223116 01/22/23 $1.93 156 $301.15 0 0.00 156 $301.15 801397223066 01/22/23 $3.37 384 $1,292.49 0 0.00 384 $1,292.49 801398222884 01/22/23 $2.34 88 $205.54 0 0.00 88 $205.54 801400223088 01/22/23 $3.17 189 $598.46 0 0.00 189 $598.46 801401223057 01/22/23 $3.54 4 $14.16 0 0.00 4 $14.16 801403223103 01/22/23 $1.93 19 $36.75 0 0.00 19 $36.75 801404222694 01/22/23 $2.23 29 $64.73 0 0.00 29 $64.73 801405222136 01/22/23 $2.96 45 $133.09 0 0.00 45 $133.09 801406222985 01/22/23 $19.88 200 $3,976.85 0 0.00 200 $3,976.85 801407223062 01/22/23 $4.23 42 $177.65 0 0.00 42 $177.65 801408223062 01/22/23 $3.32 64 $212.47 0 0.00 64 $212.47 801409222662 01/22/23 $1.75 9 $15.78 0 0.00 9 $15.78 801411222995 01/22/23 $6.31 11 $69.45 0 0.00 11 $69.45 801412223008 01/22/23 $1.63 10 $16.28 0 0.00 10 $16.28 801413223018 01/22/23 $4.65 19 $88.33 0 0.00 19 $88.33 801415221904 01/22/23 $1.17 2 $2.33 0 0.00 2 $2.33 463406231216 01/23/23 $7.50 1 $7.50 0 0.00 1 $7.50 _ 463413231810 01/23/23 $4.23 30 $126.95 0 0.00 30 $126.95 463425230890 01/23/23 $0.45 1 $0.45 0 0.00 1 $0.45 463429231969 01/23/23 $2.11 14 $29.50 0 0.00 14 $29.50 463439231750 01/23/23 $5.63 4 $22.50 0 0.00 4 $22.50 463442231616 01/23/23 $13.25 6 $79.50 0 0.00 6 $79.50 463448231596 01/23/23 $7.50 6 $45.00 0 0.00 6 $45.00 463581231626 01/23/23 $5.00 7 $35.00 0 0.00 7 $35.00 801322233053 01/23/23 $3.90 59 $230.25 0 0.00 59 $230.25 801323233138 01/23/23 $7.30 751 $5,485.02 0 0.00 751 $5,485.02 801324232972 01/23/23 $4.47 215 $961.45 0 0.00 215 $961.45 801325233136 01/23/23 $6.46 795 $5,133.17 0 0.00 795 $5,133.17 801326233089 01/23/23 $4.12 49 $201.76 0 0.00 49 $201.76 801327233135 01/23/23 $5.13 175 $898.51 0 0.00 175 $898.51 801328233136 01/23/23 $5.86 859 $5,029.84 0 0.00 859 $5,029.84 801330233136 01/23/23 $4.84 451 $2,182.09 0 0.00 451 $2,182.09 801331233110 01/23/23 $2.36 199 $469.50 0 0.00 199 $469.50 801332233108 01/23/23 $3.58 54 $193.06 0 0.00 54 $193.06 801333233048 01/23/23 $4.46 66 $294.48 0 0.00 66 $294.48 2022 Truist,Twist Purple,and the Twist logo are service marks of Truist Financial Corporation.SunTrust Merchant Services,LLC.SunTrust,the SunTrust logo,and SunTrust Merchant Services are trademarks of Twist Financial Corporation.Merchant Services are provided by SunTrust Merchant Services,LLC.an alliance between First Data Merchant Services,LLC and Twist Bank. YOUR CARD PROCESSING STATEMENT Merchant Number 275173125889 Page 37 of 58 Customer Service Website- Statement Period 01/01/23-01/31/23 Phone-1-800-432-7628 SUMMARY BY BATCH Total Gross Sales You Submitted Refunds Total Amount You Submitted Batch Submit Date Average Items Amount Items Amount Items Amount Ticket 801335232933 01/23/23 $3.81 44 $167.85 0 0.00 44 $167.85 801336233136 01/23/23 $6.57 391 $2,569.93 0 0.00 391 $2,569.93 801338233014 01/23/23 $3.40 30 $102.05 0 0.00 30 $102.05 801339233048 01/23/23 $3.82 378 $1,445.59 0 0.00 378 $1,445.59 801340233137 01/23/23 $7.01 1,456 $10,213.59 0 0.00 1,456 $10,213.59 801341233137 01/23/23 $7.69 973 $7,481.50 0 0.00 973 $7,481.50 801342232770 01/23/23 $2.97 17 $50.45 0 0.00 17 $50.45 801343233135 01/23/23 $1.54 170 $262.08 0 0.00 170 $262.08 801344232160 01/23/23 $1.65 3 $4.95 0 0.00 3 $4.95 801346233121 01/23/23 $1.26 23 $29.06 0 0.00 23 $29.06 801347233005 01/23/23 $1.41 7 $9.89 0 0.00 7 $9.89 801348232212 01/23/23 $1.54 4 $6.15 0 0.00 4 $6.15 801349233083 01/23/23 $1.68 6 $10.10 0 0.00 6 $10.10 801350233033 01/23/23 $1.48 17 $25.16 0 0.00 17 $25.16 801351233136 01/23/23 $1.66 786 $1,300.95 0 0.00 786 $1,300.95 801353233045 01/23/23 $2.46 52 $128.08 0 0.00 52 $128.08 801354233092 01/23/23 $2.44 567 $1,381.05 0 0.00 567 $1,381.05 801355232272 01/23/23 $3.51 5 $17.56 0 0.00 5 $17.56 801356233088 01/23/23 $2.01 16 $32.17 0 0.00 16 $32.17 801357232925 01/23/23 $2.13 16 $34.04 0 0.00 16 $34.04 801358233080 01/23/23 $2.70 196 $528.77 0 0.00 196 $528.77 801359233068 01/23/23 $3.55 262 $930.43 0 0.00 262 $930.43 801361233067 01/23/23 $3.57 381 $1,359.44 0 0.00 381 $1,359.44 801362233065 01/23/23 $4.50 116 $521.77 0 0.00 116 $521.77 801363233064 01/23/23 $4.86 38 $184.55 0 0.00 38 $184.55 801364233068 01/23/23 $2.99 109 $326.36 0 0.00 109 $326.36 801365233059 01/23/23 $3.61 50 $180.68 0 0.00 50 $180.68 801366232558 01/23/23 $2.90 9 $26.10 0 0.00 9 $26.10 801367233010 01/23/23 $5.06 73 $369.70 0 0.00 73 $369.70 801368233062 01/23/23 $4.60 113 $519.55 0 0.00 113 $519.55 801369233129 01/23/23 $6.90 77 $531.44 0 0.00 77 $531.44 801370233129 01/23/23 $6.78 90 $610.35 0 0.00 90 $610.35 801372233136 01/23/23 $4.47 172 $768.26 0 0.00 172 $768.26 801373233126 01/23/23 $4.96 160 $792.97 0 0.00 160 $792.97 801374233135 01/23/23 $5.50 166 $913.68 0 0.00 166 $913.68 801375233133 01/23/23 $5.51 245 $1,350.72 0 0.00 245 $1,350.72 801376232248 01/23/23 $4.38 87 $381.18 0 0.00 87 $381.18 801377233047 01/23/23 $4.10 139 $570.24 0 0.00 139 $570.24 801379232963 01/23/23 $4.72 85 $401.30 0 0.00 85 $401.30 801380232895 01/23/23 $1.94 47 $91.21 0 0.00 47 $91.21 801381233049 01/23/23 $2.29 137 $313.76 0 0.00 137 $313.76 801382233055 01/23/23 $19.11 220 $4,204.25 0 0.00 220 $4,204.25 801383232972 01/23/23 $1.96 35 $68.43 0 0.00 35 $68.43 801384233048 01/23/23 $3.05 127 $387.41 0 0.00 127 $387.41 801385233048 01/23/23 $4.09 135 $552.35 0 0.00 135 $552.35 801387233041 01/23/23 $2.29 57 $130.46 0 0.00 57 $130.46 801388231462 01/23/23 $1.93 3 $5.80 0 0.00 3 $5.80 801389233133 01/23/23 $1.92 31 $59.51 0 0.00 31 $59.51 801391233069 01/23/23 $1.57 6 $9.42 0 0.00 6 $9.42 801392233023 01/23/23 $1.47 19 $27.87 0 0.00 19 $27.87 801393233116 01/23/23 $1.25 23 $28.73 0 0.00 23 $28.73 801395233048 01/23/23 $7.68 3 $23.05 0 0.00 3 $23.05 801396233117 01/23/23 $2.22 197 $437.36 0 0.00 197 $437.36 801397233067 01/23/23 $3.74 329 $1,228.88 0 0.00 329 $1,228.88 801398232885 01/23/23 $2.60 147 $382.31 0 0.00 147 $382.31 801399232783 01/23/23 $1.55 5 $7.75 0 0.00 5 $7.75 801400233089 01/23/23 $3.07 186 $570.89 0 0.00 186 $570.89 2022 Truist,Twist Purple,and the Twist logo are service marks of Twist Financial Corporation.SunTrust Merchant Services,LLC.SunTrust,the SunTrust logo.and SunTrust Merchant Services are trademarks of Twist Financial Corporation.Merchant Services are provided by SunTrust Merchant Services,LLC.an alliance between First Data Merchant Services,LLC and Truist Bank. NM YOUR CARD PROCESSING STATEMENT Merchant Number 275173125889 --_______._.- __ Page 38 of 58 NM Customer Service Website- Phone-1-800-432-7628 Statement Period 01/01/23-01/31/23 SUMMARY BY BATCH Total Gross Sales You Submitted Refunds Total Amount You Submitted Batch Submit Date Average Items Amount Items Amount Items Amount Ticket 801401233058 01/23/23 $2.03 20 $40.66 0 0.00 20 $40.66 801403233104 01/23/23 $1.71 30 $51.25 0 0.00 30 $51.25 801404232695 01/23/23 $2.58 23 $59.41 0 0.00 23 $59.41 801405232137 01/23/23 $3.03 65 $196.81 0 0.00 65 $196.81 801406232986 01/23/23 $20.35 196 $3,988.60 0 0.00 196 $3,988.60 801407233063 01/23/23 $4.52 41 $185.13 0 0.00 41 $185.13 801408233063 01/23/23 $3.06 52 $159.16 0 0.00 52 $159.16 801409232663 01/23/23 $2.04 31 $63.31 0 0.00 31 $63.31 801411232996 01/23/23 $4.52 27 $122.03 0 0.00 27 $122.03 801412233009 01/23/23 $2.07 14 $28.95 0 0.00 14 $28.95 801413233019 01/23/23 $3.14 10 $31.42 0 0.00 10 $31.42 801415231905 01/23/23 $1.69 8 $13.52 0 0.00 8 $13.52 463413241811 01/24/23 $3.36 7 $23.50 0 0.00 7 $23.50 463418241140 01/24/23 $5.00 1 $5.00 0 0.00 1 $5.00 463429241970 01/24/23 $5.92 20 $118.45 0 0.00 20 $118.45 463439241751 01/24/23 $7.75 2 $15.50 0 0.00 2 $15.50 463442241617 01/24/23 $8.50 3 $25.50 0 0.00 3 $25.50 463448241597 01/24/23 $2.42 6 $14.50 0 0.00 6 $14.50 463566241855 01/24/23 $8.04 24 $193.00 0 0.00 24 $193.00 463581241627 01/24/23 $7.81 8 $62.45 0 0.00 8 $62.45 801322243054 01/24/23 $3.93 35 $137.70 0 0.00 35 $137.70 801323243139 01/24/23 $6.32 555 $3,505.00 0 0.00 555 $3,505.00 801324242973 01/24/23 $4.94 139 $686.36 0 0.00 139 $686.36 801325243137 01/24/23 $6.10 449 $2,738.77 0 0.00 449 $2,738.77 801326243090 01/24/23 $3.60 30 $107.92 0 0.00 30 $107.92 801327243136 01/24/23 $5.44 139 $755.70 0 0.00 139 $755.70 801328243137 01/24/23 $4.85 780 $3,784.18 0 0.00 780 $3,784.18 801330243137 01/24/23 $4.31 394 $1,699.79 0 0.00 394 $1,699.79 801331243111 01/24/23 $1.84 208 $383.31 0 0.00 208 $383.31 801332243109 01/24/23 $4.67 47 $219.62 0 0.00 47 $219.62 801333243049 01/24/23 $5.20 42 $218.45 0 0.00 42 $218.45 801334242483 01/24/23 $2.30 2 $4.60 0 0.00 2 $4.60 801335242934 01/24/23 $3.43 32 $109.85 0 0.00 32 $109.85 801336243137 01/24/23 $5.42 256 $1,387.58 0 0.00 256 $1,387.58 801338243015 01/24/23 $2.70 19 $51.31 0 0.00 19 $51.31 801339243049 01/24/23 $4.09 209 $855.59 0 0.00 209 $855.59 801340243138 01/24/23 $7.19 868 $6,240.59 0 0.00 868 $6,240.59 801341243138 01/24/23 $7.60 809 $6,145.85 0 0.00 809 $6,145.85 801342242771 01/24/23 $3.98 8 $31.80 0 0.00 8 $31.80 _ 801343243136 01/24/23 $1.28 355 $455.42 0 0.00 355 $455.42 801344242161 01/24/23 $1.64 6 $9.83 0 0.00 6 $9.83 801346243122 01/24/23 $1.12 63 $70.85 0 0.00 63 $70.85 801347243006 01/24/23 $1.75 37 $64.59 0 0.00 37 $64.59 801348242213 01/24/23 $1.35 1 $1.35 0 0.00 1 $1.35 801349243084 01/24/23 $1.61 95 $152.69 0 0.00 95 $152.69 801350243034 01/24/23 $1.31 51 $66.60 0 0.00 51 $66.60 801351243137 01/24/23 $1.44 455 $655.21 0 0.00 455 $655.21 801353243046 01/24/23 $2.93 35 $102.66 0 0.00 35 $102.66 801354243093 01/24/23 $2.33 204 $475.21 0 0.00 204 $475.21 801355242273 01/24/23 $5.06 2 $10.11 0 0.00 2 $10.11 801356243089 01/24/23 $1.25 41 $51.08 0 0.00 41 $51.08 801357242926 01/24/23 $3.30 9 $29.71 0 0.00 9 $29.71 801358243081 01/24/23 $2.29 112 $256.74 0 0.00 112 $256.74 801359243069 01/24/23 $3.38 174 $588.71 0 0.00 174 $588.71 801361243068 01/24/23 $3.46 277 $959.37 0 0.00 277 $959.37 801362243066 01/24/23 $3.55 87 $309.27 0 0.00 87 $309.27 801363243065 01/24/23 $4.60 34 $156.36 0 0.00 34 $156.36 2022 Truist,Truist Purple,and the Truist logo are service marks of Truist Financial Corporation.SunTrust Merchant Services,LLC.SunTrust,the SunTrust logo,and SunTrust Merchant Services are trademarks of Truist Financial Corporation.Merchant Services are provided by SunTrust Merchant Services,LLC.an alliance between First Data Merchant Services,LLC and Twist Bank. YOUR CARD PROCESSING STATEMENT Merchant Number 275173125889 Page 39 of 58 Customer Service Website- Statement Period 01/01/23-01/31/23 Phone-1-800-432-7628 SUMMARY BY BATCH Total Gross Sales You Submitted Refunds Total Amount You Submitted Batch Submit Date Average Items Amount Items Amount Items Amount Ticket 801364243069 01/24/23 $3.48 101 $351.71 0 0.00 101 $351.71 801365243060 01/24/23 $4.81 30 $144.18 0 0.00 30 $144.18 801366242559 01/24/23 $6.35 1 $6.35 0 0.00 1 $6.35 801367243011 01/24/23 $4.76 32 $152.35 0 0.00 32 $152.35 801368243063 01/24/23 $5.27 54 $284.40 0 0.00 54 $284.40 801369243130 01/24/23 $7.76 57 $442.23 0 0.00 57 $442.23 801370243130 01/24/23 $6.92 51 $352.73 0 0.00 51 $352.73 801372243137 01/24/23 $4.43 91 $403.58 0 0.00 91 $403.58 801373243127 01/24/23 $4.54 106 $481.09 0 0.00 106 $481.09 801374243136 01/24/23 $5.66 101 $571.23 0 0.00 101 $571.23 801375243134 01/24/23 $5.35 223 $1,194.04 0 0.00 223 $1,194.04 801376242249 01/24/23 $4.17 62 $258.80 0 0.00 62 $258.80 801377243048 01/24/23 $4.27 66 $281.78 0 0.00 66 $281.78 801379242964 01/24/23 $5.51 72 $396.95 0 0.00 72 $396.95 801380242896 01/24/23 $1.56 12 $18.68 0 0.00 12 $18.68 801381243050 01/24/23 $2.24 116 $260.11 0 0.00 116 $260.11 801382243056 01/24/23 $19.45 127 $2,469.55 0 0.00 127 $2,469.55 801383242973 01/24/23 $2.04 20 $40.80 0 0.00 20 $40.80 801384243049 01/24/23 $3.30 111 $366.32 0 0.00 111 $366.32 801385243049 01/24/23 $4.34 91 $395.12 0 0.00 91 $395.12 801387243042 01/24/23 $1.85 37 $68.53 0 0.00 37 $68.53 801389243134 01/24/23 $1.45 100 $144.62 0 0.00 100 $144.62 801391243070 01/24/23 $0.81 7 $5.65 0 0.00 7 $5.65 801392243024 01/24/23 $1.32 16 $21.07 0 0.00 16 $21.07 801393243117 01/24/23 $1.33 24 $31.90 0 0.00 24 $31.90 801395243049 01/24/23 $0.98 4 $3.90 0 0.00 4 $3.90 801396243118 01/24/23 $1.77 45 $79.73 0 0.00 45 $79.73 801397243068 01/24/23 $2.83 291 $824.40 0 0.00 291 $824.40 801398242886 01/24/23 $2.46 48 $117.96 0 0.00 48 $117.96 801399242784 01/24/23 $1.77 3 $5.30 0 0.00 3 $5.30 801400243090 01/24/23 $3.41 147 $501.43 0 0.00 147 $501.43 801401243059 01/24/23 $1.71 50 $85.48 0 0.00 50 $85.48 801403243105 01/24/23 $1.82 36 $65.51 0 0.00 36 $65.51 801404242696 01/24/23 $2.49 18 $44.77 0 0.00 18 $44.77 801405242138 01/24/23 $2.91 23 $66.93 0 0.00 23 $66.93 801406242987 01/24/23 $4.87 295 $1,436.95 0 0.00 295 $1,436.95 801407243064 01/24/23 $6.55 28 $183.26 0 0.00 28 $183.26 801408243064 01/24/23 $3.04 35 $106.25 0 0.00 35 $106.25 801409242664 01/24/23 $2.45 29 $71.15 0 0.00 29 $71.15 801411242997 01/24/23 $7.16 19 $136.00 0 0.00 19 $136.00 801412243010 01/24/23 $1.21 7 $8.44 0 0.00 7 $8.44 801413243020 01/24/23 $4.10 11 $45.10 0 0.00 11 $45.10 801415241906 01/24/23 $1.10 1 $1.10 0 0.00 1 $1.10 463413251812 01/25/23 $4.50 11 $49.50 0 0.00 11 $49.50 463418251141 01/25/23 $5.25 2 $10.50 0 0.00 2 $10.50 463429251971 01/25/23 $4.31 32 $137.95 0 0.00 32 $137.95 463439251752 01/25/23 $5.75 2 $11.50 0 0.00 2 $11.50 463442251618 01/25/23 $2.50 1 $2.50 0 0.00 1 $2.50 463448251598 01/25/23 $4.35 13 $56.50 0 0.00 13 $56.50 463566251856 01/25/23 $7.17 29 $208.00 0 0.00 29 $208.00 463581251628 01/25/23 $2.33 3 $7.00 0 0.00 3 $7.00 801322253055 01/25/23 $2.91 33 $96.04 0 0.00 33 $96.04 801323253140 01/25/23 $6.53 498 $3,251.91 0 0.00 498 $3,251.91 801324252974 01/25/23 $4.25 110 $467.96 0 0.00 110 $467.96 801325253138 01/25/23 $5.43 470 $2,550.31 0 0.00 470 $2,550.31 801326253091 01/25/23 $4.06 27 $109.65 0 0.00 27 $109.65 801327253137 01/25/23 $5.87 143 $838.93 0 0.00 143 $838.93 2022 Twist,Twist Purple,and the Twist logo are service marks of Twist Financial Corporation.SunTrust Merchant Services,LLC.SunTrust,the SunTrust logo,and SunTrust Merchant Services are trademarks of Twist Financial Corporation.Merchant Services are provided by SunTrust Merchant Services,LLC,an alliance between First Data Merchant Services,LLC and Twist Bank. iim YOUR CARD PROCESSING STATEMENT Merchant Number 275173125889 - Page 40 of 58 Customer Service Website- Phone-1-800-432-7628 Statement Period 01/01/23-01/31/23 SUMMARY BY BATCH Total Gross Sales You Submitted Refunds Total Amount You Submitted Batch Submit Date Average Items Amount Items Amount Items Amount Ticket 801328253138 01/25/23 $4.87 801 $3,904.83 0 0.00 801 $3,904.83 801330253138 01/25/23 $4.59 412 $1,891.93 0 0.00 412 $1,891.93 801331253112 01/25/23 $1.72 175 $301.34 0 0.00 175 $301.34 801332253110 01/25/23 $4.16 62 $257.99 0 0.00 62 $257.99 801333253050 01/25/23 $5.33 46 $245.12 0 0.00 46 $245.12 801335252935 01/25/23 $2.97 44 $130.78 0 0.00 44 $130.78 801336253138 01/25/23 $5.99 232 $1,388.80 0 0.00 232 $1,388.80 801338253016 01/25/23 $3.43 20 $68.50 0 0.00 20 $68.50 801339253050 01/25/23 $4.12 183 $754.83 0 0.00 183 $754.83 801340253139 01/25/23 $6.34 747 $4,733.00 0 0.00 747 $4,733.00 801341253139 01/25/23 $7.91 739 $5,847.50 0 0.00 739 $5,847.50 801342252772 01/25/23 $3.10 6 $18.60 0 0.00 6 $18.60 801343253137 01/25/23 $1.26 379 $477.91 0 0.00 379 $477.91 801344252162 01/25/23 $1.45 10 $14.47 0 0.00 10 $14.47 801346253123 01/25/23 $1.35 43 $57.85 0 0.00 43 $57.85 801347253007 01/25/23 $2.17 33 $71.71 0 0.00 33 $71.71 801349253085 01/25/23 $1.86 69 $128.26 0 0.00 69 $128.26 801350253035 01/25/23 $1.61 60 $96.64 0 0.00 60 $96.64 801351253138 01/25/23 $1.34 460 $617.50 0 0.00 460 $617.50 801353253047 01/25/23 $2.34 34 $79.65 0 0.00 34 $79.65 801354253094 01/25/23 $2.20 171 $375.41 0 0.00 171 $375.41 801355252274 01/25/23 $4.76 4 $19.04 0 0.00 4 $19.04 801356253090 01/25/23 $1.04 45 $46.95 0 0.00 45 $46.95 801357252927 01/25/23 $2.50 14 $34.95 0 0.00 14 $34.95 801358253082 01/25/23 $2.25 63 $141.49 0 0.00 63 $141.49 801359253070 01/25/23 $3.11 202 $628.56 0 0.00 202 $628.56 801361253069 01/25/23 $3.15 375 $1,179.95 0 0.00 375 $1,179.95 801362253067 01/25/23 $4.26 86 $366.50 0 0.00 86 $366.50 801363253066 01/25/23 $4.56 39 $177.92 0 0.00 39 $177.92 801364253070 01/25/23 $3.22 136 $437.42 0 0.00 136 $437.42 801365253061 01/25/23 $2.79 38 $106.05 0 0.00 38 $106.05 801366252560 01/25/23 $4.35 2 $8.70 0 0.00 2 $8.70 801367253012 01/25/23 $4.58 47 $215.40 0 0.00 47 $215.40 801368253064 01/25/23 $6.22 59 $367.20 0 0.00 59 $367.20 801369253131 01/25/23 $5.63 54 $303.77 0 0.00 54 $303.77 801370253131 01/25/23 $5.81 43 $249.63 0 0.00 43 $249.63 801372253138 01/25/23 $5.29 80 $423.35 0 0.00 80 $423.35 801373253128 01/25/23 $4.87 94 $457.44 0 0.00 94 $457.44 801374253137 01/25/23 $5.25 115 $603.99 0 0.00 115 $603.99 _ 801375253135 01/25/23 $4.46 193 $860.77 0 0.00 193 $860.77 801376252250 01/25/23 $4.45 79 $351.60 0 0.00 79 $351.60 801377253049 01/25/23 $3.87 50 $193.65 0 0.00 50 $193.65 801379252965 01/25/23 $3.98 67 $266.95 0 0.00 67 $266.95 801380252897 01/25/23 $1.53 16 $24.50 0 0.00 16 $24.50 801381253051 01/25/23 $2.07 107 $221.65 0 0.00 107 $221.65 801382253057 01/25/23 $19.08 147 $2,804.85 0 0.00 147 $2,804.85 801383252974 01/25/23 $2.04 15 $30.59 0 0.00 15 $30.59 801384253050 01/25/23 $3.44 110 $377.98 0 0.00 110 $377.98 801385253050 01/25/23 $4.10 96 $393.80 0 0.00 96 $393.80 801387253043 01/25/23 $2.31 36 $83.02 0 0.00 36 $83.02 801389253135 01/25/23 $1.64 91 $149.05 0 0.00 91 $149.05 801391253071 01/25/23 $1.01 15 $15.20 0 0.00 15 $15.20 801392253025 01/25/23 $1.20 13 $15.60 0 0.00 13 $15.60 801393253118 01/25/23 $1.36 23 $31.31 0 0.00 23 $31.31 801395253050 01/25/23 $1.00 5 $5.00 0 0.00 5 $5.00 801396253119 01/25/23 $2.04 56 $114.14 0 0.00 56 $114.14 801397253069 01/25/23 $3.34 251 $838.55 0 0.00 251 $838.55 2022 Twist,Twist Purple,and the Twist logo are service marks of Truist Financial Corporation.SunTrust Merchant Services,LLC.SunTrust,the SunTrust logo,and SunTrust Merchant Services are trademarks of Truist Financial Corporation.Merchant Services are provided by SunTrust Merchant Services,LLC.an alliance between First Data Merchant Services,LLC and Twist Bank. YOUR CARD PROCESSING STATEMENT Merchant Number 275173125889 Page 41 of 58 Customer Service Website- Statement Period 01/01/23-01/31/23 Phone-1-800-432-7628 SUMMARY BY BATCH Total Gross Sales You Submitted Refunds Total Amount You Submitted Batch Submit Date Average Items Amount Items Amount Items Amount Ticket 801398252887 01/25/23 $2.67 30 $80.19 0 0.00 30 $80.19 801399252785 01/25/23 $4.35 2 $8.70 0 0.00 2 $8.70 801400253091 01/25/23 $3.72 140 $520.78 0 0.00 140 $520.78 801401253060 01/25/23 $2.79 38 $105.87 0 0.00 38 $105.87 801403253106 01/25/23 $1.76 38 $66.70 0 0.00 38 $66.70 801404252697 01/25/23 $2.67 11 $29.32 0 0.00 11 $29.32 801405252139 01/25/23 $2.21 16 $35.37 0 0.00 16 $35.37 801406252988 01/25/23 $4.41 269 $1,185.85 0 0.00 269 $1,185.85 801407253065 01/25/23 $6.02 29 $174.72 0 0.00 29 $174.72 801408253065 01/25/23 $3.18 33 $104.95 0 0.00 33 $104.95 801409252665 01/25/23 $2.98 39 $116.33 0 0.00 39 $116.33 801411252998 01/25/23 $4.71 13 $61.26 0 0.00 13 $61.26 801412253011 01/25/23 $1.40 11 $15.42 0 0.00 11 $15.42 801413253021 01/25/23 $3.45 12 $41.44 0 0.00 12 $41.44 801415251907 01/25/23 $2.18 5 $10.92 0 0.00 5 $10.92 463413261813 01/26/23 $4.89 9 $44.00 0 0.00 9 $44.00 463418261142 01/26/23 $3.75 2 $7.50 0 0.00 2 $7.50 463429261972 01/26/23 $5.33 21 $111.95 0 0.00 21 $111.95 463439261753 01/26/23 $3.75 2 $7.50 0 0.00 2 $7.50 463442261619 01/26/23 $1.00 1 $1.00 0 0.00 1 $1.00 463448261599 01/26/23 $4.75 10 $47.50 0 0.00 10 $47.50 463566261857 01/26/23 $7.07 30 $212.00 0 0.00 30 $212.00 463581261629 01/26/23 $3.21 7 $22.50 0 0.00 7 $22.50 801322263056 01/26/23 $2.93 31 $90.80 0 0.00 31 $90.80 801323263141 01/26/23 $6.93 521 $3,612.46 0 0.00 521 $3,612.46 801324262975 01/26/23 $5.22 121 $631.11 0 0.00 121 $631.11 801325263139 01/26/23 $5.74 515 $2,954.35 0 0.00 515 $2,954.35 801326263092 01/26/23 $3.81 28 $106.62 0 0.00 28 $106.62 801327263138 01/26/23 $4.51 133 $599.17 0 0.00 133 $599.17 801328263139 01/26/23 $5.12 769 $3,936.99 0 0.00 769 $3,936.99 801330263139 01/26/23 $4.58 427 $1,954.76 0 0.00 427 $1,954.76 801331263113 01/26/23 $1.73 197 $340.90 0 0.00 197 $340.90 801332263111 01/26/23 $4.86 37 $179.91 0 0.00 37 $179.91 801333263051 01/26/23 $4.58 42 $192.47 0 0.00 42 $192.47 801335262936 01/26/23 $3.14 31 $97.40 0 0.00 31 $97.40 801336263139 01/26/23 $6.16 270 $1,664.07 0 0.00 270 $1,664.07 801338263017 01/26/23 $3.28 25 $82.05 0 0.00 25 $82.05 801339263051 01/26/23 $3.91 250 $976.85 0 0.00 250 $976.85 801340263140 01/26/23 $7.30 904 $6,600.69 0 0.00 904 $6,600.69 _ 801341263140 01/26/23 $8.12 707 $5,742.83 0 0.00 707 $5,742.83 801342262773 01/26/23 $3.04 13 $39.50 0 0.00 13 $39.50 801343263138 01/26/23 $1.24 380 $472.88 0 0.00 380 $472.88 801344262163 01/26/23 $1.35 2 $2.69 0 0.00 2 $2.69 801346263124 01/26/23 $1.04 40 $41.44 0 0.00 40 $41.44 801347263008 01/26/23 $2.08 48 $99.78 0 0.00 48 $99.78 801348262214 01/26/23 $4.39 4 $17.55 0 0.00 4 $17.55 801349263086 01/26/23 $1.74 111 $193.46 0 0.00 111 $193.46 801350263036 01/26/23 $1.67 58 $96.99 0 0.00 58 $96.99 801351263139 01/26/23 $1.44 459 $661.16 0 0.00 459 $661.16 801353263048 01/26/23 $2.56 44 $112.44 0 0.00 44 $112.44 801354263095 01/26/23 $2.11 227 $478.38 0 0.00 227 $478.38 801355262275 01/26/23 $4.22 5 $21.12 0 0.00 5 $21.12 801356263091 01/26/23 $1.11 39 $43.43 0 0.00 39 $43.43 801357262928 01/26/23 $2.71 20 $54.10 0 0.00 20 $54.10 801358263083 01/26/23 $2.20 97 $213.56 0 0.00 97 $213.56 801359263071 01/26/23 $3.61 222 $800.64 0 0.00 222 $800.64 801361263070 01/26/23 $3.28 341 $1,117.71 0 0.00 341 $1,117.71 2022 Truist,Twist Purple,and the Twist logo are service marks of Twist Financial Corporation.SunTrust Merchant Services,LLC.SunTrust,the SunTrust logo.and SunTrust Merchant Services are trademarks of Truist Financial Corporation.Merchant Services are provided by SunTrust Merchant Services.LLC,an alliance between First Data Merchant Services,LLC and Twist Bank. mi YOUR CARD PROCESSING STATEMENT Merchant Number 275173125889 Page 42 of 58 Imo Customer Service Website- Phone-1-800-432-7628 Statement Period 01/01/23-01/31/23 SUMMARY BY BATCH Total Gross Sales You Submitted Refunds Total Amount You Submitted Batch Submit Date Average Items Amount Items Amount Items Amount Ticket 801362263068 01/26/23 $4.09 82 $335.59 0 0.00 82 $335.59 801363263067 01/26/23 $3.91 46 $179.99 0 0.00 46 $179.99 801364263071 01/26/23 $3.46 130 $450.31 0 0.00 130 $450.31 801365263062 01/26/23 $3.93 37 $145.40 0 0.00 37 $145.40 801366262561 01/26/23 $2.35 2 $4.70 0 0.00 2 $4.70 801367263013 01/26/23 $5.41 46 $248.75 0 0.00 46 $248.75 801368263065 01/26/23 $5.63 61 $343.40 0 0.00 61 $343.40 801369263132 01/26/23 $5.73 48 $275.14 0 0.00 48 $275.14 801370263132 01/26/23 $6.24 61 $380.91 0 0.00 61 $380.91 801372263139 01/26/23 $5.25 98 $514.14 0 0.00 98 $514.14 801373263129 01/26/23 $5.49 104 $570.61 0 0.00 104 $570.61 801374263138 01/26/23 $5.36 168 $901.21 0 0.00 168 $901.21 801375263136 01/26/23 $5.29 222 $1,175.16 0 0.00 222 $1,175.16 801376262251 01/26/23 $4.31 87 $375.34 0 0.00 87 $375.34 801377263050 01/26/23 $3.88 66 $256.19 0 0.00 66 $256.19 801379262966 01/26/23 $5.08 65 $330.15 0 0.00 65 $330.15 801380262898 01/26/23 $2.08 14 $29.17 0 0.00 14 $29.17 801381263052 01/26/23 $2.27 103 $233.32 0 0.00 103 $233.32 801382263058 01/26/23 $19.15 143 $2,737.75 0 0.00 143 $2,737.75 801383262975 01/26/23 $2.00 13 $26.06 0 0.00 13 $26.06 801384263051 01/26/23 $3.27 138 $451.85 0 0.00 138 $451.85 801385263051 01/26/23 $4.03 146 $587.92 0 0.00 146 $587.92 801387263044 01/26/23 $2.10 46 $96.74 0 0.00 46 $96.74 801388261463 01/26/23 $3.71 1 $3.71 0 0.00 1 $3.71 801389263136 01/26/23 $1.42 111 $157.47 0 0.00 111 $157.47 801391263072 01/26/23 $1.45 14 $20.23 0 0.00 14 $20.23 801392263026 01/26/23 $1.79 14 $25.10 0 0.00 14 $25.10 801393263119 01/26/23 $1.26 17 $21.34 0 0.00 17 $21.34 801395263051 01/26/23 $1.02 3 $3.05 0 0.00 3 $3.05 801396263120 01/26/23 $2.47 83 $205.27 0 0.00 83 $205.27 801397263070 01/26/23 $3.41 278 $946.87 0 0.00 278 $946.87 801398262888 01/26/23 $1.94 32 $61.93 0 0.00 32 $61.93 801399262786 01/26/23 $1.19 2 $2.37 0 0.00 2 $2.37 801400263092 01/26/23 $2.91 182 $529.95 0 0.00 182 $529.95 801401263061 01/26/23 $1.71 34 $58.13 0 0.00 34 $58.13 801403263107 01/26/23 $1.71 52 $88.85 0 0.00 52 $88.85 801404262698 01/26/23 $2.41 12 $28.91 0 0.00 12 $28.91 801405262140 01/26/23 $2.78 16 $44.44 0 0.00 16 $44.44 801406262989 01/26/23 $4.43 324 $1,435.45 0 0.00 324 $1,435.45 _ 801407263066 01/26/23 $5.12 43 $220.16 0 0.00 43 $220.16 801408263066 01/26/23 $3.55 29 $103.00 0 0.00 29 $103.00 801409262666 01/26/23 $2.77 32 $88.60 0 0.00 32 $88.60 801411262999 01/26/23 $5.27 5 $26.36 0 0.00 5 $26.36 801412263012 01/26/23 $1.72 13 $22.38 0 0.00 13 $22.38 801413263022 01/26/23 $3.29 19 $62.60 0 0.00 19 $62.60 801415261908 01/26/23 $2.10 1 $2.10 0 0.00 1 $2.10 463413271814 01/27/23 $4.17 12 $50.00 0 0.00 12 $50.00 463429271973 01/27/23 $4.39 32 $140.45 0 0.00 32 $140.45 463442271620 01/27/23 $6.50 1 $6.50 0 0.00 1 $6.50 463448271600 01/27/23 $3.64 7 $25.50 0 0.00 7 $25.50 463566271858 01/27/23 $7.47 29 $216.50 0 0.00 29 $216.50 463581271630 01/27/23 $8.00 4 $32.00 0 0.00 4 $32.00 801322273057 01/27/23 $3.02 23 $69.38 0 0.00 23 $69.38 801323273142 01/27/23 $6.90 525 $3,620.59 0 0.00 525 $3,620.59 801324272976 01/27/23 $4.43 124 $549.40 0 0.00 124 $549.40 801325273140 01/27/23 $6.40 520 $3,329.04 0 0.00 520 $3,329.04 801326273093 01/27/23 $4.11 26 $106.78 0 0.00 26 $106.78 2022 Twist,Twist Purple,and the Twist logo are service marks of Twist Financial Corporation.SunTrust Merchant Services,LLC.SunTrust,the SunTrust logo,and SunTrust Merchant Services are trademarks of Twist Financial Corporation.Merchant Services are provided by SunTrust Merchant Services.LLC,an alliance between First Data Merchant Services.LLC and Twist Bank. YOUR CARD PROCESSING STATEMENT Merchant Number 275173125889 Page 43 of 58 Customer Service Website- Statement Period 01/01/23-01/31/23 Phone-1-800-432-7628 SUMMARY BY BATCH Total Gross Sales You Submitted Refunds Total Amount You Submitted Batch Submit Date Average Items Amount Items Amount Items Amount Ticket 801327273139 01/27/23 $5.23 132 $690.03 0 0.00 132 $690.03 801328273140 01/27/23 $5.18 794 $4,114.57 0 0.00 794 $4,114.57 801330273140 01/27/23 $4.63 409 $1,892.95 0 0.00 409 $1,892.95 801331273114 01/27/23 $2.04 180 $367.32 0 0.00 180 $367.32 801332273112 01/27/23 $4.13 55 $227.06 0 0.00 55 $227.06 801333273052 01/27/23 $6.81 32 $217.80 0 0.00 32 $217.80 801334272484 01/27/23 $20.35 1 $20.35 0 0.00 1 $20.35 801335272937 01/27/23 $3.65 49 $178.70 0 0.00 49 $178.70 801336273140 01/27/23 $5.93 342 $2,026.96 0 0.00 342 $2,026.96 801338273018 01/27/23 $3.74 18 $67.30 0 0.00 18 $67.30 801339273052 01/27/23 $3.83 285 $1,091.01 0 0.00 285 $1,091.01 801340273141 01/27/23 $6.82 884 $6,031.95 0 0.00 884 $6,031.95 801341273141 01/27/23 $7.95 782 $6,214.24 0 0.00 782 $6,214.24 801342272774 01/27/23 $2.55 10 $25.50 0 0.00 10 $25.50 801343273139 01/27/23 $1.28 350 $447.26 0 0.00 350 $447.26 801344272164 01/27/23 $1.41 6 $8.43 0 0.00 6 $8.43 801346273125 01/27/23 $1.13 48 $54.14 0 0.00 48 $54.14 801347273009 01/27/23 $2.32 33 $76.58 0 0.00 33 $76.58 801348272215 01/27/23 $1.37 4 $5.48 0 0.00 4 $5.48 801349273087 01/27/23 $2.17 67 $145.68 0 0.00 67 $145.68 801350273037 01/27/23 $1.67 55 $91.95 0 0.00 55 $91.95 801351273140 01/27/23 $1.42 539 $765.50 0 0.00 539 $765.50 801353273049 01/27/23 $2.91 31 $90.22 0 0.00 31 $90.22 801354273096 01/27/23 $2.10 224 $469.44 0 0.00 224 $469.44 801355272276 01/27/23 $6.01 1 $6.01 0 0.00 1 $6.01 801356273092 01/27/23 $1.23 36 $44.36 0 0.00 36 $44.36 801357272929 01/27/23 $3.16 16 $50.51 0 0.00 16 $50.51 801358273084 01/27/23 $2.29 86 $196.91 0 0.00 86 $196.91 801359273072 01/27/23 $3.30 251 $827.44 0 0.00 251 $827.44 801361273071 01/27/23 $3.25 343 $1,113.91 0 0.00 343 $1,113.91 801362273069 01/27/23 $4.17 108 $450.11 0 0.00 108 $450.11 801363273068 01/27/23 $3.17 46 $145.74 0 0.00 46 $145.74 801364273072 01/27/23 $3.69 119 $439.13 0 0.00 119 $439.13 801365273063 01/27/23 $3.71 31 $115,16 0 0.00 31 $115,16 801366272562 01/27/23 $1.85 2 $3.70 0 0.00 2 $3.70 801367273014 01/27/23 $6.06 36 $218.25 0 0.00 36 $218.25 801368273066 01/27/23 $6.76 63 $425.85 0 0.00 63 $425.85 801369273133 01/27/23 $6.96 74 $514.68 0 0.00 74 $514.68 801370273133 01/27/23 $4.92 56 $275.62 0 0.00 56 $275.62 _ 801372273140 01/27/23 $4.61 86 $396.50 0 0.00 86 $396.50 801373273130 01/27/23 $4.90 130 $636.43 0 0.00 130 $636.43 801374273139 01/27/23 $5.48 145 $795.16 0 0.00 145 $795.16 801375273137 01/27/23 $5.14 225 $1,155.45 0 0.00 225 $1,155.45 801376272252 01/27/23 $4.60 112 $515.16 0 0.00 112 $515.16 801377273051 01/27/23 $4.30 88 $378.50 0 0.00 88 $378.50 801379272967 01/27/23 $5.79 87 $503.85 0 0.00 87 $503.85 801380272899 01/27/23 $1.70 19 $32.35 0 0.00 19 $32.35 801381273053 01/27/23 $2.07 121 $250.15 0 0.00 121 $250.15 801382273059 01/27/23 $19.46 162 $3,153.15 0 0.00 162 $3,153.15 801383272976 01/27/23 $1.73 18 $31.22 0 0.00 18 $31.22 801384273052 01/27/23 $3.45 114 $393.34 0 0.00 114 $393.34 801385273052 01/27/23 $4.53 115 $521.31 0 0.00 115 $521.31 801387273045 01/27/23 $2.02 46 $92.71 0 0.00 46 $92.71 801389273137 01/27/23 $1.28 101 $129.09 0 0.00 101 $129.09 801391273073 01/27/23 $1.07 9 $9.60 0 0.00 9 $9.60 801392273027 01/27/23 $1.81 25 $45.30 0 0.00 25 $45.30 801393273120 01/27/23 $0.97 32 $30.93 0 0.00 32 $30.93 2022 Twist,Twist Purple,and the Twist logo are service marks of Truist Financial Corporation.SunTrust Merchant Services,LLC.SunTrust,the SunTrust logo,and SunTrust Merchant Services are trademarks of Twist Financial Corporation.Merchant Services are provided by SunTrust Merchant Services,LLC,an alliance between First Data Merchant Services,LLC and Twist Bank. iiiiiiii YOUR CARD PROCESSING STATEMENT rem...............immoimmo Merchant Number 275173125889 Page 44 of 58 Customer Service Website- Phone-1-800-432-7628 Statement Period 01/01/23-01/31/23 SUMMARY BY BATCH Total Gross Sales You Submitted Refunds Total Amount You Submitted Batch Submit Date Average Items Amount Items Amount Items Amount Ticket 801395273052 01/27/23 $1.69 10 $16.93 0 0.00 10 $16.93 801396273121 01/27/23 $2.11 39 $82.24 0 0.00 39 $82.24 801397273071 01/27/23 $3.75 286 $1,072.56 0 0.00 286 $1,072.56 SIM 801398272889 01/27/23 $2.59 23 $59.58 0 0.00 23 $59.58 801399272787 01/27/23 $0.93 7 $6.50 0 0.00 7 $6.50 801400273093 01/27/23 $3.28 154 $504.51 0 0.00 154 $504.51 801401273062 01/27/23 $1.76 49 $86.00 0 0.00 49 $86.00 801403273108 01/27/23 $2.21 32 $70.81 0 0.00 32 $70.81 801404272699 01/27/23 $3.54 7 $24.81 0 0.00 7 $24.81 801405272141 01/27/23 $2.61 19 $49.64 0 0.00 19 $49.64 801406272990 01/27/23 $4.40 293 $1,290.40 0 0.00 293 $1,290.40 801407273067 01/27/23 $7.02 24 $168.41 0 0.00 24 $168.41 801408273067 01/27/23 $4.31 37 $159.63 0 0.00 37 $159.63 801409272667 01/27/23 $2.69 22 $59.21 0 0.00 22 $59.21 801411273000 01/27/23 $4.92 15 $73.78 0 0.00 15 $73.78 801412273013 01/27/23 $2.08 5 $10.39 0 0.00 5 $10.39 801413273023 01/27/23 $4.47 25 $111.74 0 0.00 25 $111.74 801415271909 01/27/23 $1.44 4 $5.75 0 0.00 4 $5.75 463406281217 01/28/23 $2.00 4 $8.00 0 0.00 4 $8.00 463413281815 01/28/23 $5.16 19 $98.00 0 0.00 19 $98.00 463429281974 01/28/23 $4.27 22 $94.00 0 0.00 22 $94.00 463439281754 01/28/23 $4.90 5 $24.50 0 0.00 5 $24.50 463442281621 01/28/23 $9.50 2 $19.00 0 0.00 2 $19.00 463448281601 01/28/23 $3.80 10 $38.00 0 0.00 10 $38.00 463566281859 01/28/23 $8.22 25 $205.45 0 0.00 25 $205.45 463581281631 01/28/23 $5.99 5 $29.95 0 0.00 5 $29.95 801322283058 01/28/23 $3.25 93 $302.50 0 0.00 93 $302.50 801323283143 01/28/23 $7.10 607 $4,307.99 0 0.00 607 $4,307.99 801324282977 01/28/23 $3.78 137 $518.39 0 0.00 137 $518.39 801325283141 01/28/23 $6.12 585 $3,581.90 0 0.00 585 $3,581.90 801326283094 01/28/23 $3.21 41 $131.44 0 0.00 41 $131.44 801327283140 01/28/23 $5.23 166 $868.01 0 0.00 166 $868.01 801328283141 01/28/23 $5.80 1,020 $5,913.19 0 0.00 1,020 $5,913.19 801330283141 01/28/23 $4.58 466 $2,133.05 0 0.00 466 $2,133.05 801331283115 01/28/23 $2.14 226 $483.82 0 0.00 226 $483.82 801332283113 01/28/23 $4.04 78 $315.45 0 0.00 78 $315.45 801333283053 01/28/23 $3.80 46 $174.92 0 0.00 46 $174.92 801335282938 01/28/23 $2.74 71 $194.40 0 0.00 71 $194.40 801336283141 01/28/23 $6.10 359 $2,191.51 0 0.00 359 $2,191.51 801338283019 01/28/23 $3.12 35 $109.09 0 0.00 35 $109.09 801339283053 01/28/23 $4.06 304 $1,233.70 0 0.00 304 $1,233.70 801340283142 01/28/23 $6.52 791 $5,157.90 0 0.00 791 $5,157.90 801341283142 01/28/23 $8.01 797 $6,385.25 0 0.00 797 $6,385.25 801342282775 01/28/23 $1.65 7 $11.53 0 0.00 7 $11.53 801343283140 01/28/23 $1.27 351 $445.07 0 0.00 351 $445.07 801344282165 01/28/23 $0.93 4 $3.71 0 0.00 4 $3.71 801346283126 01/28/23 $1.25 71 $89.08 0 0.00 71 $89.08 801347283010 01/28/23 $1.71 38 $65.02 0 0.00 38 $65.02 801348282216 01/28/23 $1.88 8 $15.05 0 0.00 8 $15.05 801349283088 01/28/23 $1.70 77 $131.00 0 0.00 77 $131.00 801350283038 01/28/23 $1.43 38 $54.34 0 0.00 38 $54.34 801351283141 01/28/23 $1.39 503 $697.08 0 0.00 503 $697.08 801353283050 01/28/23 $1.92 35 $67.10 0 0.00 35 $67.10 801354283097 01/28/23 $2.09 236 $493.11 0 0.00 236 $493.11 801355282277 01/28/23 $2.11 6 $12.67 0 0.00 6 $12.67 801356283093 01/28/23 $1.26 38 $47.77 0 0.00 38 $47.77 801357282930 01/28/23 $2.97 17 $50.50 0 0.00 17 $50.50 2022 Truist,Truist Purple,and the Truist logo are service marks of Twist Financial Corporation.SunTrust Merchant Services,LLC.SunTrust,the SunTrust logo,and SunTrust Merchant Services are trademarks of Twist Financial Corporation.Merchant Services are provided by SunTrust Merchant Services,LLC.an alliance between First Data Merchant Services,LLC and Twist Bank. YOUR CARD PROCESSING STATEMENT Merchant Number 275173125889 Page 45 of 58 Customer Service Website- Statement Period 01/01/23-01/31/23 Phone-1-800-432-7628 SUMMARY BY BATCH Total Gross Sales You Submitted Refunds Total Amount You Submitted Batch Submit Date Average Items Amount Items Amount Items Amount Ticket 801358283085 01/28/23 $3.28 68 $223.17 0 0.00 68 $223.17 801359283073 01/28/23 $3.43 253 $868.18 0 0.00 253 $868.18 801361283072 01/28/23 $3.09 438 $1,351.58 0 0.00 438 $1,351.58 801362283070 01/28/23 $4.57 110 $503.13 0 0.00 110 $503.13 801363283069 01/28/23 $4.21 41 $172.77 0 0.00 41 $172.77 801364283073 01/28/23 $3.41 147 $501.53 0 0.00 147 $501.53 801365283064 01/28/23 $4.36 37 $161.25 0 0.00 37 $161.25 801366282563 01/28/23 $2.45 7 $17.17 0 0.00 7 $17.17 801367283015 01/28/23 $4.53 57 $258.45 0 0.00 57 $258.45 801368283067 01/28/23 $5.83 68 $396.75 0 0.00 68 $396.75 801369283134 01/28/23 $6.69 77 $515.26 0 0.00 77 $515.26 801370283134 01/28/23 $4.51 102 $459.54 0 0.00 102 $459.54 801372283141 01/28/23 $5.16 98 $505.66 0 0.00 98 $505.66 801373283131 01/28/23 $4.55 126 $572.80 0 0.00 126 $572.80 801374283140 01/28/23 $5.47 198 $1,082.91 0 0.00 198 $1,082.91 801375283138 01/28/23 $5.27 227 $1,196.54 0 0.00 227 $1,196.54 801376282253 01/28/23 $3.93 95 $373.24 0 0.00 95 $373.24 801377283052 01/28/23 $3.83 64 $244.82 0 0.00 64 $244.82 801379282968 01/28/23 $4.59 87 $399.60 0 0.00 87 $399.60 801380282900 01/28/23 $1.85 23 $42.63 0 0.00 23 $42.63 801381283054 01/28/23 $2.11 121 $254.98 0 0.00 121 $254.98 801382283060 01/28/23 $19.42 139 $2,699.50 0 0.00 139 $2,699.50 801383282977 01/28/23 $1.75 30 $52.55 0 0.00 30 $52.55 801384283053 01/28/23 $3.89 99 $384.74 0 0.00 99 $384.74 801385283053 01/28/23 $4.50 128 $576.27 0 0.00 128 $576.27 801387283046 01/28/23 $1.61 45 $72.57 0 0.00 45 $72.57 801388281464 01/28/23 $3.85 1 $3.85 0 0.00 1 $3.85 801389283138 01/28/23 $1.50 84 $126.09 0 0.00 84 $126.09 801391283074 01/28/23 $1.14 13 $14.87 0 0.00 13 $14.87 801392283028 01/28/23 $1.48 15 $22.20 0 0.00 15 $22.20 801393283121 01/28/23 $0.99 31 $30.79 0 0.00 31 $30.79 801395283053 01/28/23 $0.97 5 $4.87 0 0.00 5 $4.87 801396283122 01/28/23 $2.13 44 $93.81 0 0.00 44 $93.81 801397283072 01/28/23 $3.36 340 $1,142.51 0 0.00 340 $1,142.51 801398282890 01/28/23 $2.76 22 $60.82 0 0.00 22 $60.82 801399282788 01/28/23 $2.17 2 $4.33 0 0.00 2 $4.33 801400283094 01/28/23 $3.21 141 $453.30 0 0.00 141 $453.30 801401283063 01/28/23 $1.79 54 $96.79 0 0.00 54 $96.79 801403283109 01/28/23 $1.95 39 $76.00 0 0.00 39 $76.00 801404282700 01/28/23 $3.45 8 $27.57 0 0.00 8 $27.57 801405282142 01/28/23 $1.94 13 $25.20 0 0.00 13 $25.20 801406282991 01/28/23 $6.32 245 $1,547.55 0 0.00 245 $1,547.55 801407283068 01/28/23 $5.87 21 $123.18 0 0.00 21 $123.18 801408283068 01/28/23 $3.32 39 $129.60 0 0.00 39 $129.60 801409282668 01/28/23 $2.68 13 $34.85 0 0.00 13 $34.85 801411283001 01/28/23 $6.61 10 $66.05 0 0.00 10 $66.05 801412283014 01/28/23 $1.83 9 $16.45 0 0.00 9 $16.45 801413283024 01/28/23 $3.71 41 $152.17 0 0.00 41 $152.17 801415281910 01/28/23 $1.06 4 $4.22 0 0.00 4 $4.22 463406291218 01/29/23 $12.83 3 $38.50 0 0.00 3 $38.50 463413291816 01/29/23 $3.83 18 $69.00 0 0.00 18 $69.00 463418291143 01/29/23 $1.00 1 $1.00 0 0.00 1 $1.00 463425290891 01/29/23 $5.75 4 $23.00 0 0.00 4 $23.00 463429291975 01/29/23 $2.15 13 $28.00 0 0.00 13 $28.00 463439291755 01/29/23 $3.50 2 $7.00 0 0.00 2 $7.00 463442291622 01/29/23 $10.50 3 $31.50 0 0.00 3 $31.50 463448291602 01/29/23 $12.83 3 $38.50 0 0.00 3 $38.50 2022 Truist,Truist Purple,and the Truist logo are service marks of Truist Financial Corporation.SunTrust Merchant Services,LLC.SunTrust,the SunTrust logo,and SunTrust Merchant Services are trademarks of Truist Financial Corporation.Merchant Services are provided by SunTrust Merchant Services,LLC,an alliance between First Data Merchant Services,LLC and Twist Bank. NMI YOUR CARD PROCESSING STATEMENT Merchant Number 275173125889 __ Page 46 of 58 MEM Customer Service Website- Phone-1-800-432-7628 Statement Period 01/01/23-01/31/23 SUMMARY BY BATCH Total Gross Sales You Submitted Refunds Total Amount You Submitted Batch Submit Date Average Items Amount Items Amount Items Amount Ticket 463566291860 01/29/23 $8.50 2 $17.00 0 0.00 2 $17.00 463581291632 01/29/23 $7.50 5 $37.50 0 0.00 5 $37.50 801322293059 01/29/23 $5.60 64 $358.40 0 0.00 64 $358.40 801323293144 01/29/23 $7.10 773 $5,487.15 0 0.00 773 $5,487.15 801324292978 01/29/23 $3.88 224 $869.62 0 0.00 224 $869.62 801325293142 01/29/23 $6.72 776 $5,214.00 0 0.00 776 $5,214.00 801326293095 01/29/23 $4.08 33 $134.70 0 0.00 33 $134.70 801327293141 01/29/23 $5.15 209 $1,076.03 0 0.00 209 $1,076.03 801328293142 01/29/23 $5.69 1,240 $7,060.76 0 0.00 1,240 $7.060.76 801330293142 01/29/23 $4.71 537 $2,529.88 0 0.00 537 $2,529.88 801331293116 01/29/23 $2.39 265 $633.84 0 0.00 265 $633.84 801332293114 01/29/23 $4.36 52 $226.95 0 0.00 52 $226.95 801333293054 01/29/23 $3.56 79 $281.22 0 0.00 79 $281.22 801334292485 01/29/23 $1.35 1 $1.35 0 0.00 1 $1.35 801335292939 01/29/23 $2.97 134 $398.55 0 0.00 134 $398.55 801336293142 01/29/23 $5.78 523 $3,021.50 0 0.00 523 $3,021.50 801338293020 01/29/23 $3.16 57 $180.35 0 0.00 57 $180.35 801339293054 01/29/23 $3.71 444 $1,645.97 0 0.00 444 $1,645.97 801340293143 01/29/23 $6.37 1,189 $7,568.57 0 0.00 1,189 $7,568.57 801341293143 01/29/23 $7.95 968 $7,691.65 0 0.00 968 $7,691.65 801342292776 01/29/23 $2.88 23 $66.29 0 0.00 23 $66.29 801343293141 01/29/23 $1.38 169 $232.86 0 0.00 169 $232.86 801346293127 01/29/23 $1.39 25 $34.82 0 0.00 25 $34.82 801347293011 01/29/23 $1.31 10 $13.05 0 0.00 10 $13.05 801348292217 01/29/23 $2.17 9 $19.54 0 0.00 9 $19.54 801349293089 01/29/23 $1.12 8 $8.93 0 0.00 8 $8.93 801350293039 01/29/23 $1.37 25 $34.26 0 0.00 25 $34.26 801351293142 01/29/23 $1.49 679 $1,015.03 0 0.00 679 $1,015.03 801353293051 01/29/23 $2.74 32 $87.58 0 0.00 32 $87.58 801354293098 01/29/23 $2.26 419 $945.64 0 0.00 419 $945.64 801356293094 01/29/23 $2.31 20 $46.14 0 0.00 20 $46.14 801357292931 01/29/23 $3.40 14 $47.65 0 0.00 14 $47.65 801358293086 01/29/23 $2.20 142 $312.26 0 0.00 142 $312.26 801359293074 01/29/23 $3.38 358 $1,209.88 0 0.00 358 $1,209.88 801361293073 01/29/23 $3.21 566 $1,817.76 0 0.00 566 $1,817.76 801362293071 01/29/23 $4.72 181 $854.62 0 0.00 181 $854.62 801363293070 01/29/23 $3.80 64 $242.92 0 0.00 64 $242.92 801364293074 01/29/23 $3.65 166 $606.04 0 0.00 166 $606.04 801365293065 01/29/23 $4.33 38 $164.70 0 0.00 38 $164.70 _ 801366292564 01/29/23 $2.08 5 $10.40 0 0.00 5 $10.40 801367293016 01/29/23 $4.61 66 $304.05 0 0.00 66 $304.05 801368293068 01/29/23 $5.63 106 $596.75 0 0.00 106 $596.75 801369293135 01/29/23 $5.88 71 $417.54 0 0.00 71 $417.54 801370293135 01/29/23 $5.85 125 $731.53 0 0.00 125 $731.53 801371291194 01/29/23 $3.12 4 $12.49 0 0.00 4 $12.49 801372293142 01/29/23 $5.40 128 $690.90 0 0.00 128 $690.90 801373293132 01/29/23 $5.16 120 $619.50 0 0.00 120 $619.50 801374293141 01/29/23 $5.56 184 $1,022.52 0 0.00 184 $1,022.52 801375293139 01/29/23 $5.04 289 $1,457.76 0 0.00 289 $1,457.76 801376292254 01/29/23 $4.51 78 $352.02 0 0.00 78 $352.02 801377293053 01/29/23 $3.94 67 $263.84 0 0.00 67 $263.84 801379292969 01/29/23 $4.97 89 $441.95 0 0.00 89 $441.95 801380292901 01/29/23 $1.85 47 $87.15 0 0.00 47 $87.15 801381293055 01/29/23 $2.39 134 $320.42 0 0.00 134 $320.42 801382293061 01/29/23 $19.19 198 $3,799.70 0 0.00 198 $3,799.70 801383292978 01/29/23 $2.05 24 $49.24 0 0.00 24 $49.24 801384293054 01/29/23 $3.44 136 $467.65 0 0.00 136 $467.65 2022 Truist,Twist Purple,and the Twist logo are service marks of Twist Financial Corporation.SunTrust Merchant Services,LLC.SunTrust,the SunTrust logo,and SunTrust Merchant Services are trademarks of Twist Financial Corporation.Merchant Services are provided by SunTrust Merchant Services,LLC.an alliance between First Data Merchant Services,LLC and Twist Bank. YOUR CARD PROCESSING STATEMENT Merchant Number 275173125889 Page 47 of 58 Customer Service Website- Statement Period 01/01/23-01/31/23 Phone-1-800-432-7628 SUMMARY BY BATCH Total Gross Sales You Submitted Refunds Total Amount You Submitted Batch Submit Date Average Items Amount Items Amount Items Amount Ticket 801385293054 01/29/23 $4.14 148 $612.21 0 0.00 148 $612.21 801387293047 01/29/23 $1.84 41 $75.37 0 0.00 41 $75.37 801388291465 01/29/23 $2.36 9 $21.26 0 0.00 9 $21.26 801389293139 01/29/23 $1.23 60 $73.90 0 0.00 60 $73.90 801391293075 01/29/23 $1.49 22 $32.67 0 0.00 22 $32.67 801392293029 01/29/23 $1.04 18 $18.69 0 0.00 18 $18.69 801393293122 01/29/23 $1.24 35 $43.47 0 0.00 35 $43.47 801395293054 01/29/23 $2.10 8 $16.83 0 0.00 8 $16.83 801396293123 01/29/23 $2.04 93 $189.89 0 0.00 93 $189.89 801397293073 01/29/23 $3.73 338 $1,259.49 0 0.00 338 $1,259.49 801398292891 01/29/23 $2.42 68 $164.32 0 0.00 68 $164.32 801400293095 01/29/23 $3.12 212 $660.50 0 0.00 212 $660.50 801401293064 01/29/23 $1.35 2 $2.70 0 0.00 2 $2.70 801403293110 01/29/23 $1.54 19 $29.20 0 0.00 19 $29.20 801404292701 01/29/23 $2.68 20 $53.68 0 0.00 20 $53.68 801405292143 01/29/23 $2.54 39 $99.04 0 0.00 39 $99.04 801406292992 01/29/23 $20.17 177 $3,570.90 0 0.00 177 $3,570.90 801407293069 01/29/23 $4.23 20 $84.50 0 0.00 20 $84.50 801408293069 01/29/23 $3.75 55 $206.28 0 0.00 55 $206.28 801409292669 01/29/23 $1.90 27 $51.41 0 0.00 27 $51.41 801411293002 01/29/23 $4.30 30 $129.04 0 0.00 30 $129.04 801412293015 01/29/23 $1.10 6 $6.57 0 0.00 6 $6.57 801413293025 01/29/23 $3.77 25 $94.18 0 0.00 25 $94.18 801415291911 01/29/23 $1.35 5 $6.75 0 0.00 5 $6.75 463413301817 01/30/23 $7.00 18 $126.00 0 0.00 18 $126.00 463429301976 01/30/23 $2.50 17 $42.50 0 0.00 17 $42.50 463439301756 01/30/23 $20.17 3 $60.50 0 0.00 3 $60.50 463442301623 01/30/23 $9.20 5 $46.00 0 0.00 5 $46.00 463448301603 01/30/23 $14.17 6 $85.00 0 0.00 6 $85.00 463581301633 01/30/23 $9.33 6 $56.00 0 0.00 6 $56.00 801322303060 01/30/23 $5.18 45 $232.96 0 0.00 45 $232.96 801323303145 01/30/23 $7.45 688 $5,128.97 0 0.00 688 $5,128.97 801324302979 01/30/23 $4.31 188 $809.52 0 0.00 188 $809.52 801325303143 01/30/23 $6.78 815 $5,527.35 0 0.00 815 $5,527.35 801326303096 01/30/23 $5.06 34 $172.00 0 0.00 34 $172.00 801327303142 01/30/23 $4.96 196 $972.75 0 0.00 196 $972.75 801328303143 01/30/23 $5.98 954 $5,701.15 0 0.00 954 $5,701.15 801330303143 01/30/23 $5.16 392 $2,023.07 0 0.00 392 $2,023.07 801331303117 01/30/23 $2.35 194 $456.54 0 0.00 194 $456.54 _ 801332303115 01/30/23 $3.65 64 $233.42 0 0.00 64 $233.42 801333303055 01/30/23 $4.34 72 $312.25 0 0.00 72 $312.25 801335302940 01/30/23 $4.05 74 $300.05 0 0.00 74 $300.05 801336303143 01/30/23 $6.36 410 $2,606.25 0 0.00 410 $2,606.25 801338303021 01/30/23 $3.49 26 $90.74 0 0.00 26 $90.74 801339303055 01/30/23 $3.81 373 $1,422.67 0 0.00 373 $1,422.67 801340303144 01/30/23 $7.00 1,267 $8,868.65 0 0.00 1,267 $8,868.65 801341303144 01/30/23 $7.66 898 $6,878.15 0 0.00 898 $6,878.15 801342302777 01/30/23 $3.14 14 $43.90 0 0.00 14 $43.90 801343303142 01/30/23 $1.30 249 $324.87 0 0.00 249 $324.87 801344302166 01/30/23 $0.98 2 $1.95 0 0.00 2 $1.95 801346303128 01/30/23 $1.31 19 $24.85 0 0.00 19 $24.85 801347303012 01/30/23 $1.47 11 $16.15 0 0.00 11 $16.15 801348302218 01/30/23 $1.48 2 $2.95 0 0.00 2 $2.95 801349303090 01/30/23 $1.29 12 $15.48 0 0.00 12 $15.48 801350303040 01/30/23 $1.70 18 $30.54 0 0.00 18 $30.54 801351303143 01/30/23 $1.65 817 $1,347.16 0 0.00 817 $1,347.16 801353303052 01/30/23 $2.26 38 $85.85 0 0.00 38 $85.85 2022 Truist,Twist Purple,and the Twist logo are service marks of Twist Financial Corporation.SunTrust Merchant Services,LLC.SunTrust,the SunTrust logo,and SunTrust Merchant Services are trademarks of Truist Financial Corporation.Merchant Services are provided by SunTrust Merchant Services,LLC,an alliance between First Data Merchant Services,LLC and Twist Bank. YOUR CARD PROCESSING STATEMENT Merchant Number 275173125889 Page 48 of 58 OM Customer Service Website- Phone-1-800-432-7628 Statement Period 01/01/23-01/31/23 SUMMARY BY BATCH Total Gross Sales You Submitted Refunds Total Amount You Submitted Batch Submit Date Average Items Amount Items Amount Items Amount Ticket 801354303099 01/30/23 $2.14 613 $1,311.18 0 0.00 613 $1,311.18 801355302278 01/30/23 $3.49 5 $17.44 0 0.00 5 $17.44 801356303095 01/30/23 $2.48 19 $47.04 0 0.00 19 $47.04 IMMO 801357302932 01/30/23 $2.72 29 $78.78 0 0.00 29 $78.78 801358303087 01/30/23 $2.58 204 $525.57 0 0.00 204 $525.57 801359303075 01/30/23 $3.77 238 $898.44 0 0.00 238 $898.44 801361303074 01/30/23 $3.39 376 $1,275.40 0 0.00 376 $1,275.40 801362303072 01/30/23 $4.68 148 $691.92 0 0.00 148 $691.92 801363303071 01/30/23 $4.79 32 $153.32 0 0.00 32 $153.32 801364303075 01/30/23 $3.85 113 $435.61 0 0.00 113 $435.61 801365303066 01/30/23 $4.14 52 $215.51 0 0.00 52 $215.51 801366302565 01/30/23 $4.26 10 $42.55 0 0.00 10 $42.55 801367303017 01/30/23 $5.24 64 $335.05 0 0.00 64 $335.05 801368303069 01/30/23 $5.37 101 $542.80 0 0.00 101 $542.80 801369303136 01/30/23 $7.43 80 $594.53 0 0.00 80 $594.53 801370303136 01/30/23 $5.41 98 $530.52 0 0.00 98 $530.52 801371301195 01/30/23 $4.35 1 $4.35 0 0.00 1 $4.35 801372303143 01/30/23 $5.11 138 $705.40 0 0.00 138 $705.40 801373303133 01/30/23 $5.50 166 $913.17 0 0.00 166 $913.17 801374303142 01/30/23 $5.15 143 $737.15 0 0.00 143 $737.15 801375303140 01/30/23 $5.25 254 $1,333.54 0 0.00 254 $1,333.54 801376302255 01/30/23 $4.46 89 $397.15 0 0.00 89 $397.15 801377303054 01/30/23 $4.16 124 $515.95 0 0.00 124 $515.95 801379302970 01/30/23 $5.05 95 $479.40 0 0.00 95 $479.40 801380302902 01/30/23 $1.93 79 $152.69 0 0.00 79 $152.69 801381303056 01/30/23 $2.18 138 $300.52 0 0.00 138 $300.52 801382303062 01/30/23 $19.51 222 $4,331.15 0 0.00 222 $4,331.15 801383302979 01/30/23 $2.19 20 $43.82 0 0.00 20 $43.82 801384303055 01/30/23 $3.03 127 $384.71 0 0.00 127 $384.71 801385303055 01/30/23 $4.49 139 $623.63 0 0.00 139 $623.63 801387303048 01/30/23 $2.29 59 $135.20 0 0.00 59 $135.20 801388301466 01/30/23 $1.58 4 $6.30 0 0.00 4 $6.30 801389303140 01/30/23 $1.70 55 $93.58 0 0.00 55 $93.58 801391303076 01/30/23 $0.68 3 $2.05 0 0.00 3 $2.05 801392303030 01/30/23 $1.58 23 $36.44 0 0.00 23 $36.44 801393303123 01/30/23 $2.28 10 $22.75 0 0.00 10 $22.75 801395303055 01/30/23 $1.87 12 $22.48 0 0.00 12 $22.48 801396303124 01/30/23 $2.05 171 $351.09 0 0.00 171 $351.09 801397303074 01/30/23 $3.74 310 $1,158.72 0 0.00 310 $1,158.72 _ 801398302892 01/30/23 $2.53 99 $250.15 0 0.00 99 $250.15 801399302789 01/30/23 $1.71 5 $8.55 0 0.00 5 $8.55 801400303096 01/30/23 $3.80 152 $577.47 0 0.00 152 $577.47 801401303065 01/30/23 $1.15 18 $20.75 0 0.00 18 $20.75 801403303111 01/30/23 $1.30 26 $33.75 0 0.00 26 $33.75 801404302702 01/30/23 $2.36 42 $98.99 0 0.00 42 $98.99 801405302144 01/30/23 $2.72 40 $108.99 0 0.00 40 $108.99 801406302993 01/30/23 $20.07 148 $2,970.40 0 0.00 148 $2,970.40 801407303070 01/30/23 $4.56 32 $145.96 0 0.00 32 $145.96 801408303070 01/30/23 $3.44 64 $220.10 0 0.00 64 $220.10 801409302670 01/30/23 $1.95 36 $70.23 0 0.00 36 $70.23 801411303003 01/30/23 $3.56 26 $92.68 0 0.00 26 $92.68 801412303016 01/30/23 $2.58 11 $28.34 0 0.00 11 $28.34 801413303026 01/30/23 $3.48 29 $101.00 0 0.00 29 $101.00 801415301912 01/30/23 $2.04 5 $10.19 0 0.00 5 $10.19 463413311818 01/31/23 $3.17 6 $19.00 0 0.00 6 $19.00 463429311977 01/31/23 $4.93 22 $108.45 0 0.00 22 $108.45 463439311757 01/31/23 $8.25 2 $16.50 0 0.00 2 $16.50 2022 Truist,Truist Purple,and the Twist logo are service marks of Truist Financial Corporation.SunTrust Merchant Services,LLC.SunTrust,the SunTrust logo,and SunTrust Merchant Services are trademarks of Truist Financial Corporation.Merchant Services are provided by SunTrust Merchant Services,LLC.an alliance between First Data Merchant Services,LLC and Twist Bank. YOUR CARD PROCESSING STATEMENT Merchant Number 275173125889 Page 49 of 58 Customer Service Website- Statement Period 01/01/23-01/31/23 Phone-1-800-432-7628 SUMMARY BY BATCH Total Gross Sales You Submitted Refunds Total Amount You Submitted Batch Submit Date Average Items Amount Items Amount Items Amount Ticket 463442311624 01/31/23 $8.50 1 $8.50 0 0.00 1 $8.50 463448311604 01/31/23 $2.79 7 $19.50 0 0.00 7 $19.50 463566311861 01/31/23 $7.14 21 $150.00 0 0.00 21 $150.00 463581311634 01/31/23 $9.75 6 $58.50 0 0.00 6 $58.50 801322313061 01/31/23 $2.84 20 $56.80 0 0.00 20 $56.80 801323313146 01/31/23 $6.41 522 $3,345.22 0 0.00 522 $3,345.22 801324312980 01/31/23 $4.73 116 $549.18 0 0.00 116 $549.18 801325313144 01/31/23 $6.01 488 $2,931.27 0 0.00 488 $2,931.27 801326313097 01/31/23 $5.91 25 $147.69 0 0.00 25 $147.69 801327313143 01/31/23 $4.83 119 $575.13 0 0.00 119 $575.13 801328313144 01/31/23 $4.73 710 $3,359.89 0 0.00 710 $3,359.89 801330313144 01/31/23 $4.03 386 $1,556.45 0 0.00 386 $1,556.45 801331313118 01/31/23 $1.57 185 $290.67 0 0.00 185 $290.67 801332313116 01/31/23 $5.73 43 $246.34 0 0.00 43 $246.34 801333313056 01/31/23 $4.67 36 $168.04 0 0.00 36 $168.04 801335312941 01/31/23 $2.85 5 $14.25 0 0.00 5 $14.25 801336313144 01/31/23 $5.78 244 $1,411.39 0 0.00 244 $1,411.39 801338313022 01/31/23 $3.27 38 $124.22 0 0.00 38 $124.22 801339313056 01/31/23 $4.05 263 $1,064.06 0 0.00 263 $1,064.06 801340313145 01/31/23 $6.93 857 $5,935.89 0 0.00 857 $5,935.89 801341313145 01/31/23 $7.79 734 $5,720.95 0 0.00 734 $5,720.95 801342312778 01/31/23 $3.17 10 $31.74 0 0.00 10 $31.74 801343313143 01/31/23 $1.30 375 $487.23 0 0.00 375 $487.23 801344312167 01/31/23 $1.17 7 $8.21 0 0.00 7 $8.21 801346313129 01/31/23 $1.22 64 $78.34 0 0.00 64 $78.34 801347313013 01/31/23 $1.94 42 $81.47 0 0.00 42 $81.47 801348312219 01/31/23 $4.76 2 $9.51 0 0.00 2 $9.51 801349313091 01/31/23 $1.71 95 $162.77 0 0.00 95 $162.77 801350313041 01/31/23 $1.31 55 $72.17 0 0.00 55 $72.17 801351313144 01/31/23 $1.49 470 $698.66 0 0.00 470 $698.66 801353313053 01/31/23 $2.66 40 $106.57 0 0.00 40 $106.57 801354313100 01/31/23 $2.30 234 $538.66 0 0.00 234 $538.66 801355312279 01/31/23 $6.85 2 $13.69 0 0.00 2 $13.69 801356313096 01/31/23 $1.45 36 $52.34 0 0.00 36 $52.34 801357312933 01/31/23 $2.28 14 $31.89 0 0.00 14 $31.89 801358313088 01/31/23 $2.51 87 $218.68 0 0.00 87 $218.68 801359313076 01/31/23 $3.64 181 $658.20 0 0.00 181 $658.20 801361313075 01/31/23 $3.45 267 $920.47 0 0.00 267 $920.47 801362313073 01/31/23 $3.95 82 $323.51 0 0.00 82 $323.51 801363313072 01/31/23 $3.28 46 $150.98 0 0.00 46 $150.98 801364313076 01/31/23 $3.56 128 $455.17 0 0.00 128 $455.17 801365313067 01/31/23 $3.88 29 $112.50 0 0.00 29 $112.50 801366312566 01/31/23 $1.19 4 $4.77 0 0.00 4 $4.77 801367313018 01/31/23 $5.03 53 $266.65 0 0.00 53 $266.65 801368313070 01/31/23 $6.15 63 $387.20 0 0.00 63 $387.20 801369313137 01/31/23 $7.16 69 $493.88 0 0.00 69 $493.88 801370313137 01/31/23 $4.91 62 $304.40 0 0.00 62 $304.40 801372313144 01/31/23 $5.19 93 $482.37 0 0.00 93 $482.37 801373313134 01/31/23 $4.95 115 $569.43 0 0.00 115 $569.43 801374313143 01/31/23 $5.46 143 $780.62 0 0.00 143 $780.62 801375313141 01/31/23 $5.14 202 $1,037.55 0 0.00 202 $1,037.55 801376312256 01/31/23 $4.45 61 $271.33 0 0.00 61 $271.33 801377313055 01/31/23 $4.30 48 $206.33 0 0.00 48 $206.33 801379312971 01/31/23 $5.18 86 $445.40 0 0.00 86 $445.40 801380312903 01/31/23 $1.47 17 $24.99 0 0.00 17 $24.99 801381313057 01/31/23 $2.28 102 $232.12 0 0.00 102 $232.12 801382313063 01/31/23 $18.84 152 $2,863.60 0 0.00 152 $2.863.60 2022 Twist,Twist Purple,and the Twist logo are service marks of Twist Financial Corporation.SunTrust Merchant Services,LLC.SunTrust,the SunTrust logo,and SunTrust Merchant Services are trademarks of Truist Financial Corporation.Merchant Services are provided by SunTrust Merchant Services,LLC,an alliance between First Data Merchant Services,LLC and Twist Bank. YOUR CARD PROCESSING STATEMENT Merchant Number 275173125889 Page 50 of 58 Customer Service Website- Phone-1-800-432-7628 Statement Period 01/01/23-01/31/23 SUMMARY BY BATCH Total Gross Sales You Submitted Refunds Total Amount You Submitted Batch Submit Date Average Items Amount Items Amount Items Amount Ticket 801383312980 01/31/23 $2.07 13 $26.86 0 0.00 13 $26.86 801384313056 01/31/23 $3.64 125 $455.48 0 0.00 125 $455.48 801385313056 01/31/23 $4.24 112 $475.31 0 0.00 112 $475.31 801387313049 01/31/23 $1.80 41 $73.81 0 0.00 41 $73.81 801388311467 01/31/23 $1.10 1 $1.10 0 0.00 1 $1.10 801389313141 01/31/23 $1.36 89 $120.94 0 0.00 89 $120.94 801391313077 01/31/23 $0.84 10 $8.40 0 0.00 10 $8.40 801392313031 01/31/23 $1.17 28 $32.83 0 0.00 28 $32.83 801393313124 01/31/23 $1.77 17 $30.14 0 0.00 17 $30.14 801395313056 01/31/23 $1.26 11 $13.83 0 0.00 11 $13.83 801396313125 01/31/23 $2.77 41 $113.77 0 0.00 41 $113.77 801397313075 01/31/23 $3.20 248 $792.36 0 0.00 248 $792.36 801398312893 01/31/23 $2.34 26 $60.81 0 0.00 26 $60.81 801399312790 01/31/23 $0.85 2 $1.70 0 0.00 2 $1.70 801400313097 01/31/23 $3.44 149 $512.14 0 0.00 149 $512.14 801401313066 01/31/23 $1.40 46 $64.35 0 0.00 46 $64.35 801403313112 01/31/23 $1.80 43 $77.38 0 0.00 43 $77.38 801404312703 01/31/23 $1.82 9 $16.41 0 0.00 9 $16.41 801405312145 01/31/23 $2.43 13 $31.65 0 0.00 13 $31.65 801406312994 01/31/23 $4.40 325 $1,429.10 0 0.00 325 $1,429.10 801407313071 01/31/23 $6.33 33 $208.82 0 0.00 33 $208.82 801408313071 01/31/23 $2.27 15 $34.04 0 0.00 15 $34.04 801409312671 01/31/23 $2.08 30 $62.48 0 0.00 30 $62.48 801411313004 01/31/23 $4.48 18 $80.65 0 0.00 18 $80.65 801412313017 01/31/23 $2.81 5 $14.07 0 0.00 5 $14.07 801413313027 01/31/23 $3.16 29 $91.54 0 0.00 29 $91.54 801415311913 01/31/23 $2.82 5 $14.09 0 0.00 5 $14.09 Total 364,860 61,824,669.63 0 0.00 364,860 $1,824,669.63 THIRD PARTY TRANSACTIONS Transactions that are passed directly to Third Party Service Providers for processing and/or funding. Date Description Amount 01/01/23 Transactions submitted to American Express -$10,139.94 01/02/23 Transactions submitted to American Express -$9,221.89 01/03/23 Transactions submitted to American Express -$8,962.29 01/04/23 Transactions submitted to American Express -$7,776.31 01/05/23 Transactions submitted to American Express -$7,779.85 - 01/06/23 Transactions submitted to American Express -$8,439.58 01/07/23 Transactions submitted to American Express -$8,912.36 01/08/23 Transactions submitted to American Express -$9,910.84 01/09/23 Transactions submitted to American Express -$8,279.13 01/10/23 Transactions submitted to American Express -$7,358.48 01/11/23 Transactions submitted to American Express -$7,264.13 01/12/23 Transactions submitted to American Express -$6,995.18 01/13/23 Transactions submitted to American Express -$7,709.17 01/14/23 Transactions submitted to American Express -$8,134.87 01/15/23 Transactions submitted to American Express -$9,233.19 01/16/23 Transactions submitted to American Express -$8,578.96 01/17/23 Transactions submitted to American Express -$7,431.91 01/18/23 Transactions submitted to American Express -$6,684.94 01/19/23 Transactions submitted to American Express -$7,442.26 01/20/23 Transactions submitted to American Express -$8,405.13 01/21/23 Transactions submitted to American Express -$8,606.86 01/22/23 Transactions submitted to American Express -$10,060.62 2022 Truist,Truist Purple,and the Truist logo are service marks of Twist Financial Corporation.SunTrust Merchant Services,LLC.SunTrust,the SunTrust logo,and SunTrust Merchant Services are trademarks of Twist Financial Corporation.Merchant Services are provided by SunTrust Merchant Services,LLC.an attance between First Data Merchant Services,LLC and Twist Bank. YOUR CARD PROCESSING STATEMENT Merchant Number 275173125889 Page 51 of 58 Customer Service Website- Statement Period 01/01/23-01/31/23 Phone-1-800-432-7628 THIRD PARTY TRANSACTIONS Transactions that are passed directly to Third Party Service Providers for processing and/or funding. Date Description Amount 01/23/23 Transactions submitted to American Express -$8,453.21 01/24/23 Transactions submitted to American Express -$7,075.43 01/25/23 Transactions submitted to American Express -$7,073.19 01/26/23 Transactions submitted to American Express -$7,875.61 01/27/23 Transactions submitted to American Express -$8,225.73 01/28/23 Transactions submitted to American Express -$8,441.43 01/29/23 Transactions submitted to American Express -$10,391.37 01/30/23 Transactions submitted to American Express -$8,037.47 01/31/23 Transactions submitted to American Express -$7,497.05 TOTAL 4256,398.38 CIIi V ` Transactions that are challenged or disputed by a cardholder or card-issuing bank. Card Number Date Reference No. Description (Last 4 Digits) Amount 12/31/22 723643510301 Fraud Dispute-Cardholder did not authorize the transaction 8635 -$10.04 12/31/22 823633326001 Cardholder states transaction was not properly processed 3817 -$6.35 01/01/23 823643792901 Fraud Dispute-Cardholder did not authorize the transaction 1305 -$9.35 01/01/23 723653126801 Fraud Dispute-Cardholder did not authorize the transaction 1155 -$12.35 01/01/23 823635025501 Fraud Dispute-Cardholder did not authorize the transaction 5767 -$30.32 01/02/23 823653445501 Cardholder states transaction was not properly processed 8222 -$8.35 01/03/23 730023317401 Fraud Dispute-Cardholder did not authorize the transaction 1773 -$6.35 01/04/23 830033243701 Fraud Dispute-Cardholder did not authorize the transaction 5859 -$8.35 01/05/23 830033262501 Fraud Dispute-Cardholder did not authorize the transaction 0593 -$6.35 01/05/23 830033262701 Fraud Dispute-Cardholder did not authorize the transaction 0593 -$8.35 01/05/23 830033262401 Fraud Dispute-Cardholder did not authorize the transaction 0593 -$6.35 01/05/23 830033148601 Cardholder disputing service/merchandise 5373 -$12.35 01/05/23 830043218501 Cardholder states transaction was not properly processed 3781 -$26.35 01/05/23 830033262601 Fraud Dispute-Cardholder did not authorize the transaction 0593 -$5.35 01/06/23 730053813201 Cardholder disputing service/merchandise 1852 -$28.00 01/06/23 830034106401 Fraud Dispute-Cardholder did not authorize the transaction 4547 -$12.35 01/06/23 830034106501 Fraud Dispute-Cardholder did not authorize the transaction 4547 -$8.35 01/06/23 530060070401 Fraud Dispute-Cardholder did not authorize the transaction 2557 -$32.35 01/06/23 730053364301 Fraud Dispute-Cardholder did not authorize the transaction 6191 -$32.35 01/06/23 530060152701 Credit chargeback from issuer to offset previous Chargeback 0736 $12.35 01/06/23 730053717301 Fraud Dispute-Cardholder did not authorize the transaction 1818 -$4.35 01/06/23 830034106301 Fraud Dispute-Cardholder did not authorize the transaction 4547 -$12.35 01/06/23 830044098201 Cardholder disputing service/merchandise 7603 -$20.35 01/08/23 830064264001 Fraud Dispute-Cardholder did not authorize the transaction 5341 -$10.35 01/08/23 830053452101 Fraud Dispute-Cardholder did not authorize the transaction 1590 -$20.35 01/08/23 830064264101 Fraud Dispute-Cardholder did not authorize the transaction 5341 -$6.02 01/08/23 830063906301 Cardholder states transaction was not properly processed 6269 -$20.35 01/08/23 830065104901 Fraud Dispute-Cardholder did not authorize the transaction 6644 -$20.35 01/08/23 830064263901 Fraud Dispute-Cardholder did not authorize the transaction 5341 -$4.47 01/08/23 830064264201 Fraud Dispute-Cardholder did not authorize the transaction 5341 -$10.23 01/09/23 830074370401 Fraud Dispute-Cardholder did not authorize the transaction 4145 -$12.35 01/10/23 730093036101 Cardholder states transaction was not properly processed 9632 -$6.35 01/10/23 730093208301 Cardholder states transaction was not properly processed 6941 -$8.35 01/10/23 730093443301 Fraud Dispute-Cardholder did not authorize the transaction 4496 -$6.35 01/11/23 730103133601 Fraud Dispute-Cardholder did not authorize the transaction 1956 -$9.09 i 01/11/23 830093578901 Cardholder states transaction was not properly processed 8940 -$13.35 01/11/23 730103133501 Fraud Dispute-Cardholder did not authorize the transaction 1956 -$8.35 01/11/23 730103703501 Fraud Dispute-Cardholder did not authorize the transaction 6899 -$0.85 ' 01/12/23 830104603501 Fraud Dispute-Cardholder did not authorize the transaction 3843 -$12.35 1 01/12/23 730113214901 Cardholder disputing service/merchandise 3701 -$6.69 01/12/23 730113214801 Cardholder disputing service/merchandise 3701 -$20.35 • 01/12/23 830103239501 Cardholder states transaction was not properly processed 6163 -$12.35 2022 Truist,Truist Purple,and the Twist logo are service marks of Twist Financial Corporation.SunTrust Merchant Services,LLC.SunTrust,the SunTrust logo.and SunTrust Merchant Services are trademarks of Truist Financial Corporation.Merchant Services are provided by SunTrust Merchant Services.LLC,an alliance between First Data Merchant Services,LLC and Twist Bank. N im YOUR CARD PROCESSING STATEMENT Merchant Number 275173125889 Page 52 of 58 N om Customer Service Website- Phone-1-800-432-7628 Statement Period 01/01/23-01/31/23 CHARGEBACKSIR RSALS Transactions that are challenged or disputed by a cardholder or card-issuing bank. Card Number Date Reference No. Description (Last 4 Digits) Amount 01/12/23 730113234501 Fraud Dispute-Cardholder did not authorize the transaction 8254 -$5.35 01/12/23 830103151601 Fraud Dispute-Cardholder did not authorize the transaction 3606 -$32.35 01/12/23 730113215001 Cardholder disputing service/merchandise 3701 -$12.91 01/13/23 730123407201 Cardholder states transaction was not properly processed 9007 -$8.35 01/13/23 830103337701 Fraud Dispute-Cardholder did not authorize the transaction 5939 -$8.35 MN 01/13/23 830104237601 Cardholder states transaction was not properly processed 2861 -$12.35 01/13/23 730123467101 Fraud Dispute-Cardholder did not authorize the transaction 0004 -$20.35 ' 01/13/23 830103337801 Fraud Dispute-Cardholder did not authorize the transaction 5939 -$4.35 01/13/23 830103337901 Fraud Dispute-Cardholder did not authorize the transaction 5939 -$4.35 01/13/23 730123150601 Cardholder states transaction was not properly processed 9349 -$12.35 01/14/23 730133556601 Fraud Dispute-Cardholder did not authorize the transaction 2718 -$31.20 01/14/23 830103537201 Cardholder disputing service/merchandise 0564 -$32.35 01/14/23 830124275501 Fraud Dispute-Cardholder did not authorize the transaction 3016 -$6.35 01/14/23 730133691301 Fraud Dispute-Cardholder did not authorize the transaction 7809 -$9.34 01/14/23 730133556701 Fraud Dispute-Cardholder did not authorize the transaction 2718 -$40.35 ' 01/14/23 830124511001 Credit chargeback from issuer to offset previous Chargeback 7690 $32.35 01/15/23 730143237601 Cardholder states transaction was not properly processed 0734 -$8.35 01/15/23 830133061601 Cardholder states transaction was not properly processed 8128 -$9.35 01/15/23 830133822501 Cardholder states transaction was not properly processed 9947 -$12.05 01/15/23 823393455601 Credit issued for a dispute previously debit to your account 3393 $8.35 01/16/23 830134525801 Fraud Dispute-Cardholder did not authorize the transaction 0982 -$2.35 01/16/23 830134525601 Fraud Dispute-Cardholder did not authorize the transaction 0982 -$2.35 01/16/23 530160042901 Fraud Dispute-Cardholder did not authorize the transaction 5339 -$32.35 01/16/23 830134525701 Fraud Dispute-Cardholder did not authorize the transaction 0982 -$2.35 01/16/23 830133035801 Fraud Dispute-Cardholder did not authorize the transaction 1214 -$4.35 01/17/23 730163600901 Fraud Dispute-Cardholder did not authorize the transaction 5507 -$2.35 01/17/23 730163601001 Fraud Dispute-Cardholder did not authorize the transaction 5507 -$1.35 01/17/23 830163536601 Fraud Dispute-Cardholder did not authorize the transaction 8904 -$12.35 01/17/23 730163600801 Fraud Dispute-Cardholder did not authorize the transaction 5507 -$4.35 01/18/23 730023317401 Credit issued for a dispute previously debit to your account 1773 $6.35 01/19/23 830173131701 Cardholder states transaction was not properly processed 5561 -$3.35 01/19/23 830184589301 Fraud Dispute-Cardholder did not authorize the transaction 3781 -$7.35 01/19/23 830173131801 Cardholder states transaction was not propedy processed 5561 -$2.35 01/19/23 730183744201 Fraud Dispute-Cardholder did not authorize the transaction 7609 -$12.35 01/19/23 723540125301 Fraud Dispute-Cardholder did not authorize the transaction 8370 -$20.35 01/19/23 830033243701 Credit issued for a dispute previously debit to your account 5859 $8.35 01/19/23 830044098201 Credit issued for a dispute previously debit to your account 7603 $20.35 01/19/23 830043218501 Credit issued for a dispute previously debit to your account 3781 $26.35 01/19/23 830033262701 Credit issued for a dispute previously debit to your account 0593 $8.35 01/19/23 830033148601 Credit issued for a dispute previously debit to your account 5373 $12.35 ' 01/19/23 830033262501 Credit issued for a dispute previously debit to your account 0593 $6.35 , - 01/19/23 830033262601 Credit issued for a dispute previously debit to your account 0593 $5.35 01/19/23 830033262401 Credit issued for a dispute previously debit to your account 0593 $6.35 01/20/23 830183656201 Fraud Dispute-Cardholder did not authorize the transaction 4580 -$9.35 01/20/23 830183656301 Fraud Dispute-Cardholder did not authorize the transaction 4580 -$6.35 01/20/23 730113234501 Credit issued for a dispute previously debit to your account 8254 $5.35 01/20/23 823653445501 Credit issued for a dispute previously debit to your account 8222 $8.35 01/20/23 730113215001 Credit issued for a dispute previously debit to your account 3701 $12.91 01/20/23 730093443301 Credit issued for a dispute previously debit to your account 4496 $6.35 01/20/23 730093208301 Credit issued for a dispute previously debit to your account 6941 $8.35 01/20/23 730053717301 Credit issued for a dispute previously debit to your account 1818 $4.35 01/20/23 730123407201 Credit issued for a dispute previously debit to your account 9007 $8.35 01/20/23 730133691301 Credit issued for a dispute previously debit to your account 7809 $9.34 01/20/23 730133556701 Credit issued for a dispute previously debit to your account 2718 $40.35 ' 01/20/23 730053364301 Credit issued for a dispute previously debit to your account 6191 $32.35 01/20/23 730113214901 Credit issued for a dispute previously debit to your account 3701 $6.69 , 01/20/23 730123467101 Credit issued for a dispute previously debit to your account 0004 $20.35 01/20/23 730133556601 Credit issued for a dispute previously debit to your account 2718 $31.20 2022 Truist,Truist Purple,and the Truist logo are service marks of Truist Financial Corporation.SunTrust Merchant Services,LLC.SunTrust,the SunTrust logo,and SunTrust Merchant Services are trademarks of Truist Financial Corporation.Merchant Services are provided by SunTrust Merchant Services,LLC.an alliance between First Data Merchant Services,LLC and Truist Bank. YOUR CARD PROCESSING STATEMENT Merchant Number 275173125889 Page 53 of 58 Customer Service Website- Statement Period 01/01/23-01/31/23 Phone-1-800-432-7628 CHARGEBACKS/REVERSALS Transactions that are challenged or disputed by a cardholder or card-issuing bank. Card Number Date Reference No. Description (Last 4 Digits) Amount 01/20/23 730103133501 Credit issued for a dispute previously debit to your account 1956 $8.35 01/20/23 730053813201 Credit issued for a dispute previously debit to your account 1852 $28.00 01/20/23 730143237601 Credit issued for a dispute previously debit to your account 0734 $8.35 01/20/23 730113214801 Credit issued for a dispute previously debit to your account 3701 $20.35 01/20/23 730123150601 Credit issued for a dispute previously debit to your account 9349 $12.35 01/21/23 830203774801 Fraud Dispute-Cardholder did not authorize the transaction 9598 -$10.35 01/21/23 830193911201 Fraud Dispute-Cardholder did not authorize the transaction 1694 -$3.35 01/21/23 730193167801 Fraud Dispute-Cardholder did not authorize the transaction 5518 -$8.35 01/21/23 730193167701 Fraud Dispute-Cardholder did not authorize the transaction 5518 -$12.35 01/21/23 730204018401 Fraud Dispute-Cardholder did not authorize the transaction 4520 -$4.35 01/21/23 730193291201 Cardholder states transaction was not properly processed 0904 -$7.35 01/21/23 830203774701 Fraud Dispute-Cardholder did not authorize the transaction 9598 -$8.73 01/21/23 830193911301 Fraud Dispute-Cardholder did not authorize the transaction 1694 -$9.21 01/21/23 830034106501 Credit issued for a dispute previously debit to your account 4547 $8.35 01/21/23 830093578901 Credit issued for a dispute previously debit to your account 8940 $13.35 01/21/23 830133061601 Credit issued for a dispute previously debit to your account 8128 $9.35 01/21/23 730103133601 Credit issued for a dispute previously debit to your account 1956 $9.09 01/21/23 730103703501 Credit issued for a dispute previously debit to your account 6899 $0.85 01/21/23 830063906301 Credit issued for a dispute previously debit to your account 6269 $20.35 01/22/23 730213635801 Cardholder states transaction was not properly processed 7582 -$4.35 01/22/23 730213318801 Fraud Dispute-Cardholder did not authorize the transaction 1930 -$1.85 01/22/23 730213220501 Cardholder states transaction was not properly processed 5295 -$19.35 01/22/23 830103239501 Credit issued for a dispute previously debit to your account 6163 $12.35 01/22/23 830103337901 Credit issued for a dispute previously debit to your account 5939 $4.35 01/22/23 830103337701 Credit issued for a dispute previously debit to your account 5939 $8.35 01/22/23 830103337801 Credit issued for a dispute previously debit to your account 5939 $4.35 01/22/23 830103537201 Credit issued for a dispute previously debit to your account 0564 $32.35 01/22/23 830133822501 Credit issued for a dispute previously debit to your account 9947 $12.05 01/23/23 830074370401 Credit issued for a dispute previously debit to your account 4145 $12.35 01/23/23 730163600901 Credit issued for a dispute previously debit to your account 5507 $2.35 01/23/23 830173131801 Credit issued for a dispute previously debit to your account 5561 $2.35 01/23/23 730183744201 Credit issued for a dispute previously debit to your account 7609 $12.35 01/23/23 730163600801 Credit issued for a dispute previously debit to your account 5507 $4.35 01/23/23 830173131701 Credit issued for a dispute previously debit to your account 5561 $3.35 01/23/23 730163601001 Credit issued for a dispute previously debit to your account 5507 $1.35 01/24/23 730233828801 Fraud Dispute-Cardholder did not authorize the transaction 5200 -$20.35 01/24/23 830124275501 Credit issued for a dispute previously debit to your account 3016 $6.35 01/24/23 830134525801 Credit issued for a dispute previously debit to your account 0982 $2.35 01/24/23 530060070401 Credit issued for a dispute previously debit to your account 2557 $32.35 01/24/23 830134525601 Credit issued for a dispute previously debit to your account 0982 $2.35 01/24/23 830134525701 Credit issued for a dispute previously debit to your account 0982 $2.35 - 01/24/23 530160042901 Credit issued for a dispute previously debit to your account 5339 $32.35 01/25/23 830244545301 Fraud Dispute-Cardholder did not authorize the transaction 2013 -$4.35 01/25/23 730243269101 Fraud Dispute-Cardholder did not authorize the transaction 2286 -$1.35 01/25/23 830244864201 Fraud Dispute-Cardholder did not authorize the transaction 6208 -$4.35 01/25/23 730193167801 Credit issued for a dispute previously debit to your account 5518 $8.35 01/25/23 730193167701 Credit issued for a dispute previously debit to your account 5518 $12.35 01/25/23 730193291201 Credit issued for a dispute previously debit to your account 0904 $7.35 01/25/23 830163536601 Credit issued for a dispute previously debit to your account 8904 $12.35 01/26/23 730213635801 Credit issued for a dispute previously debit to your account 7582 $4.35 01/26/23 730213220501 Credit issued for a dispute previously debit to your account 5295 $19.35 01/26/23 730204018401 Credit issued for a dispute previously debit to your account 4520 $4.35 01/26/23 730213318801 Credit issued for a dispute previously debit to your account 1930 $1.85 01/27/23 830253335701 Fraud Dispute-Cardholder did not authorize the transaction 8917 -$12.35 01/27/23 830253514601 Cardholder states transaction was not properly processed 6554 -$4.35 01/27/23 730263303501 Cardholder states transaction was not properly processed 7372 -$10.35 01/28/23 830274366501 Fraud Dispute-Cardholder did not authorize the transaction 1456 -$20.50 01/28/23 830263146101 Fraud Dispute-Cardholder did not authorize the transaction 1951 -$8.35 2022 Truist,Truist Purple,and the Truist logo are service marks of Truist Financial Corporation.SunTrust Merchant Services,LLC.SunTrust,the SunTrust logo.and SunTrust Merchant Services are trademarks of Truist Financial Corporation.Merchant Services are provided by SunTrust Merchant Services,LLC,an alliance between First Data Merchant Services,LLC and Twist Bank. YOUR CARD PROCESSING STATEMENT Merchant Number 275173125889 Page 54 of 58 IIIM Customer Service Website- Phone-1-800-432-7628 Statement Period 01/01/23-01/31/23 CHARGEBACKS/REVERSALS Transactions that are challenged or disputed by a cardholder or card-issuing bank. Card Number Date Reference No. Description (Last 4 Digits) Amount 01/29/23 830273258201 Fraud Dispute-Cardholder did not authorize the transaction 0175 -$32.35 01/29/23 830283801601 Fraud Dispute-Cardholder did not authorize the transaction 3842 -$32.35 01/30/23 730293088801 Fraud Dispute-Cardholder did not authorize the transaction 5726 -$4.35 , 01/30/23 830293029601 Fraud Dispute-Cardholder did not authorize the transaction 6175 -$9.35 i 01/30/23 830283939001 Fraud Dispute-Cardholder did not authorize the transaction 4163 -$4.50 01/30/23 830283999601 Fraud Dispute-Cardholder did not authorize the transaction 0615 -$6.35 01/30/23 830283999701 Fraud Dispute-Cardholder did not authorize the transaction 0615 -$8.35 01/30/23 830293029401 Fraud Dispute-Cardholder did not authorize the transaction 6175 -$21.28 01/30/23 830283999501 Fraud Dispute-Cardholder did not authorize the transaction 0615 -$8.85 01/30/23 830283999801 Fraud Dispute-Cardholder did not authorize the transaction 0615 -$6.35 01/30/23 830274165501 Cardholder states transaction was not properly processed 2800 -$4.35 01/30/23 830283944101 Fraud Dispute-Cardholder did not authorize the transaction 7042 -$2.35 01/30/23 830293029501 Fraud Dispute-Cardholder did not authorize the transaction 6175 -$16.28 TOTAL 4497.98 ADJUSTMENTS The amounts credited to,or deducted from,your account to resolve processing and billing discrepancies. Date Description Amount No Adjustments for this Statement Period Total 0.00 Amount charged to authorize,process and settle card transactions,along with transaction-based and/or fixed amounts charged for specific card processing FEES services. TRANSACTION FEES Type Amount MASTERCARD MC-BUS LEVEL 5 DATA RATE I Interchange charges -$433.45 MC-CORP DATA RATE I(US)BUS Interchange charges -$275.80 MC-PREM COM STD ACQUSISSCAN Interchange charges -$0.63 MC-BUS LEVEL 2 DATA RATE I Interchange charges -$112.25 MC-INT CON RTE 1 DIG-CMCE SPRM Interchange charges -$179.20 MC-WRLD ELITE SMALL TICKET CNP Interchange charges -$1,585.56 MC-WORLD HV SMALL TICKET CNP Interchange charges -$212.91 MC-REGULATED COMM(DB) Interchange charges -$0.65 MC-PREM COM STD ACQUSISSSAM Interchange charges -$0.13 MC-HIGH VAL MERIT I Interchange charges -$467.80 - MASTERCARD ACCESS FEE 104499 TRANSACTIONS AT 0.0269 Interchange charges -$2,811.02 MC-WORLDCARD MERIT I Interchange charges -$336.58 MC-CORP DATA RATE I(US)CORP Interchange charges -$49.54 MC-ENHANCED MERIT I Interchange charges -$948.17 MC-INT CON RTE 1 DIG-CMCE CORE Interchange charges -$255.62 MC-MERIT I ELECTRONIC COMMERCE Interchange charges -$125.89 MC-CORP BUSINESS INTL FLT Interchange charges -$42.21 MC-PREM COM STD ACQUSISSLAC Interchange charges -$0.54 MC-WORLD SMALL TICKET CNP Interchange charges -$171.19 MC-INT CON RTE 3 BASE SPRM Interchange charges -$2.60 MC-WORLD ELITE MERIT I Interchange charges -$2,827.52 MC-ENHANCED SMALL TICKET CNP Interchange charges -$273.38 MC-REG CONSMR US MQ(DB) Interchange charges -$1.08 MC-CORE SMALL TICKET CNP Interchange charges -$35.12 MC-REGULATED UST POS(DB) Interchange charges -$0.43 MC-INT CON RTE 1 DIG-CMCE PREM Interchange charges -$169.40 MC-REG CONSM WFRAUD ADJ MC(DB) Interchange charges -$1,532.49 2022 Truist,Truist Purple,and the Truist logo are service marks of Truist Financial Corporation.SunTrust Merchant Services,LLC.SunTrust,the SunTrust logo,and SunTrust Merchant Services are trademarks of Truist Financial Corporation.Merchant Services are provided by SunTrust Merchant Services,LLC,an alliance between First Data Merchant Services,LLC and Truist Bank. YOUR CARD PROCESSING STATEMENT Merchant Number 275173125889 Page 55 of 58 Customer Service Website- Statement Period 01/01/23-01/31/23 Phone-1-800-432-7628 FEES Amount charged to authorize,process and settle card transactions.along with transaction-based and/or fixed amounts charged for specific card processing services. MC-BUS LEVEL 4 DATA RATE I Interchange charges -$173.03 MC-COM DATA RATE I FLT NFUEL Interchange charges -$223.66 MASTERCARD ASSESSMENT FEE 0.0013 TIMES$470699.92 Interchange charges -$611.91 MC-DOMESTIC MERIT I PREPAID Interchange charges -$48.32 MC-SM TICKET MPP CON KEY DB PP Interchange charges -$201.57 MC-MERIT I ECOMM(DB) Interchange charges -$281.04 MC-BUS LEVEL 3 DATA RATE I Interchange charges -$232.67 MC-REGULATED FRD ADJ COMM(DB) Interchange charges -$1,025.23 MC-CORP DATA RATE I(US)PUR Interchange charges -$53.24 MC-PREM COM STD ACQUSISSAP Interchange charges -$0.05 MC-SM TCKT MPP REG CON KEY DP Interchange charges -$2,566.90 MC-CORP PURCHASING INTL PUR Interchange charges -$1.25 MC LICENSE VOLUME FEE 0.000082 DISC RATE TIMES$470699.92 Service charges -$38.60 MC-AUTH DIGITAL ENABLEMENT MIN 102674 TRANSACTIONS AT 0.02 Fees -$2,053.48 MC TPE ACQ MERCH ADVICE CODE 6 TRANSACTIONS AT 0.03 Fees -$0.18 MC TPE NOMINAL AMNT AUTH 1 TRANSACTIONS AT 0.045 Fees -$0.05 MC TPE EXCESSIVE AUTH 74 TRANSACTIONS AT 0.1 Fees -$7.40 MC FOREIGN HANDLING FEE 0.005 TIMES$36578.05 Fees -$182.89 MASTERCARD AUTH FEE 104499 TRANSACTIONS AT 0.015 Fees -$1,567.49 MC-DECLINE REASON CODE SVC FEE 5589 TRANSACTIONS AT 0.02 Fees -$111.78 VISA VI INTEGRITY FEE DETAIL REPORT 9,167 TRANSACTIONS AT .002000 Fees -$18.33 VI-US BUS TR2 PRD 1 Interchange charges -$486.32 VI-US REGULATED COMM(DB) Interchange charges $2,420.36 VI-US BUS TR3 PRD 1 Interchange charges -$516.37 VI-ECOMM BSC P1 SIG PRF INFSQ Interchange charges -$9,621.95 VI-US BUS TR4 PRD 1 Interchange charges -$359.47 VI-SUPER PREMIUM EU ISS US ACQ Interchange charges -$54.64 VI-INTER PREM CEMEA ISS US ACQ Interchange charges -$15.90 VI-INTER PREM EU ISS US ACQ Interchange charges -$10.56 VI-CPS/ECOMM-BASIC(PP) Interchange charges -$1,571.52 VI-CORPORATE PREPAID Interchange charges -$0.19 VI-US BUS TR1 PRD 1 Interchange charges -$355.54 VI-PURCHASING CARD CNP Interchange charges -$154.15 VI-BUSINESS CARD CNP(DB) Interchange charges -$90.07 VI-INTREG BUS/CORP/PURCH(US) Interchange charges -$59.61 VI-BUS PURCH CNP(PP) Interchange charges -$31.76 VI-SUPER PREMIUM CEMEA ISS US Interchange charges -$7.80 VI-INTER PREM CAN ISS US ACQ Interchange charges -$157.97 VI-REG CONSUMER MC)(DB) Interchange charges -$20,076.86 VI-ECOMM BSC P1 SIG INF SNQ Interchange charges -$3,159.46 VI-ECOMM BASIC P1 TRAD Interchange charges -$1,108.41 VI-SUPER PREMIUM AP ISS US ACQ Interchange charges -$6.49 VI-CPS/ECOMM-BASIC(DB) Interchange charges -$1,787.50 VI-INTREG STANDARD(US) Interchange charges -$390.10 VI-INTER PREM AP ISS US ACQ Interchange charges -$12.02 VISA ACCESS FEE 225023 TRANSACTIONS AT 0.0269 Interchange charges -$6,053.12 VI-SUPER PREMIUM LAC ISS US AC Interchange charges -$103.32 VI-INTER PREM LAC ISS US ACQ Interchange charges -$53.32 VISA ASSESSMENT FEE DB 0.0013 TIMES$599166.99 Interchange charges -$778.92 VISA ASSESSMENT FEE CR 0.0014 TIMES$465120.20 Interchange charges -$651.17 VI-IR REGULATED(DB) Interchange charges -$34.78 VI-ECOMM BASIC P1 REWARDS Interchange charges -$1,955.82 VI-CORPORATE CARD CNP Interchange charges -$150.99 VI-INTERG SPREM CAN ISS US ACQ Interchange charges -$45.65 VI-US BUS TR5 PRD 1 Interchange charges -$365.03 VISA AUTH FEE 225023 TRANSACTIONS AT 0.015 Fees -$3,375.35 VI-ADDRESS VER SVC FEE 217093 TRANSACTIONS AT 0.001 Fees -$217.09 VI NEVER APPROVE REATTEMPT FEE 5148 TRANSACTIONS AT 0.1 Fees -$514.80 VI DECLINE TRAN RESUB FEE 1 TRANSACTIONS AT 0.1 Fees -$0.10 2022 Truist,Truist Purple,and the Truist logo are service marks of Truist Financial Corporation.SunTrust Merchant Services,LLC.SunTrust,the SunTrust logo,and SunTrust Merchant Services are trademarks of Truist Financial Corporation.Merchant Services are provided by SunTrust Merchant Services,LLC,an alliance between First Data Merchant Services,LLC and Twist Bank. mi YOUR CARD PROCESSING STATEMENT Merchant Number 275173125889 Page 56 of 58 Customer Service Website- Phone-1-800-432-7628 Statement Period 01/01/23-01/31/23 Amount charged to authorize,process and settle card transactions,along with transaction-based and/or fixed amounts charged for specific card processing FEES services. VI NEVER APPROVE REATT XBORFEE 40 TRANSACTIONS AT 0.15 Fees -$6.00 VISA FOREIGN HANDLING FEE 0.005 TIMES$53183.38 Fees -$265.92 VI NTWK ACQ PROC FEE INTL D/P 2407 TRANSACTIONS AT 0.0355 Fees -$85.45 VI NTWK ACQ PROC FEE INTL CR 6730 TRANSACTIONS AT 0.0395 Fees -$265.84 DISCOVER DSCVR PSLECOMMERCE(DB) Interchange charges -$15.74 DSCVR PSLECOMMERCE(RW) Interchange charges -$546.88 DSCVR PSLMICROTICKET(PPLUS) Interchange charges -$1.95 DSCVR PSLMICROTICKET(PREM) Interchange charges -$10.60 DSCVR PSLMICROTICKET(DB) Interchange charges -$2.04 DSCVR COMML ELECT OTHER Interchange charges -$267.34 DSCVR PSLECOMMERCE(PREM) Interchange charges -$39.59 DSCVR PSLECOMMERCE(PPLUS) Interchange charges -$2.28 DISCOVER ASSESSMENT FEE 0.0014 TIMES$33284.14 Interchange charges -$46.60 DSCVR-PSLMICROTICKET(RW) Interchange charges -$139.52 DISCOVER DATA USAGE FEE 5977 TRANSACTIONS AT 0.0025 Service charges -$14.94 DISCOVER AUTH FEE 6217 TRANSACTIONS AT 0.015 Fees -$93.26 ADDRS VERIFICATION SERVICE FEE 6190 TRANSACTIONS AT 0.005 Fees -$30.95 NETWORK AUTHORIZATION FEE 6216 TRANSACTIONS AT 0.019 Fees -$118.10 AMERICAN EXPRESS AMEX AUTH FEE 56764 TRANSACTIONS AT 0.015 Fees -$851.46 Other DIGITAL INVESTMENT FEE$33284.14 AT0.0001 Service charges -$3.33 AVS WATS AUTHORIZATION FEE 392489 TRANSACTIONS AT 0.01 Fees -$3,924.89 TOTAL TRANSACTION FEES 485,737.39 ACCOUNT FEES Type Amount MC MONTHLY LOCATION FEE Fees -$0.43 VISA NETWORK FEE CNP 2-09 Fees -$285.89 MERCHANT RSP DAY 1-20 VISA DMS 45 TRANSACTIONS AT 1.05 Fees -$47.25 VS INTL ACQUIRER FEE 0 TRANS TOTALING$53210.13 Fees -$239.45 INCOMING CHARGEBACKS ALL 97 TRANSACTIONS AT 5 Fees -$485.00 NW MC PRE ARBITRATION ACPT FEE 1 TRANSACTIONS AT 15 Fees -$15.00 MC GLOBAL ACQUIRER FEE 0 TRANS TOTALING$36578.05 Fees -$310.91 US CROSS BORDER FEE 0 TRANS TOTALING$36318.57 Fees -$217.91 VISA INTL SERVICE FEE-BASE 0 TRANS TOTALING$53210.13 Fees -$532.10 TOTAL ACCOUNT FEES 42,133.94 TOTAL -$87,871.33 Total Interchange Charges -$71,989.71 Total Service Charges -$56.87 Total Fees -$15,824.75 Total(Service Charges, Interchange Charges, and Fees) -$87,871.33 INTERCHANGE These are the variable fees charged by Card Organizations for processing transactions. The interchange charges in this section are also reflected in the Fee section of the statement. Interchange Cost Total Sales %Of Number of %of Total Cost Per Interchange Product/Description Total Sales Transactions Transactions Rate Transaction Sub Total Charges MASTERCARD MC-REGULATED COMM(DB) $39.55 0% 3 0% 0.0005 $0.210 -$0.65 MC-INT CON RTE 1 DIG-CMCE SPRM $9,052.53 2% 1,593 2% 0.0198 0.000 -$179.20 MC-INT CON RTE 1 DIG-CMCE CORE $15,976.44 3% 2,347 2% 0.0160 0.000 -$255.62 MC-DOMESTIC MERIT I PREPAID $1,426.90 0% 116 0% 0.0176 $0.200 -$48.32 2022 Truist,Truist Purple,and the Truist logo are service marks of Twist Financial Corporation.SunTrust Merchant Services,LLC.SunTrust,the SunTrust logo,and SunTrust Merchant Services are trademarks of Twist Financial Corporation.Merchant Services are provided by SunTrust Merchant Services,LLC.an alliance between First Data Merchant Services,LLC and Twist Bank. YOUR CARD PROCESSING STATEMENT Merchant Number 275173125889 Page 57 of 58 Customer Service Website- Statement Period 01/01/23-01/31/23 Phone-1-800-432-7628 INTERCHANGE These are the variable fees charged by Card Organizations for processing transactions. The interchange charges in this section are also reflected in the Fee section of the statement. Interchange Cost Total Sales %Of Number of %of Total Cost Per Interchange Product/Description Total Sales Transactions Transactions Rate Transaction Sub Total Charges MC-PREM COM STD ACQUSISSCAN $31.40 0% 4 0% 0.0200 0.000 -$0.63 MC-HIGH VAL MERIT I $13,196.29 3% 1,247 1% 0.0260 $0.100 -$467.80 MC-MERIT I ECOMM(DB) $10,095.28 2% 763 1% 0.0165 $0.150 -$281.04 MC-PREM COM STD ACQUSISSSAM $6.39 0% 1 0% 0.0200 0.000 -$0.13 MC-PREM COM STD ACQUSISSAP $2.35 0% 1 0% 0.0200 0.000 -$0.05 MC-BUS LEVEL 2 DATA RATE I $2,087.40 0% 538 1% 0.0280 $0.100 -$112.25 MC-INT CON RTE 3 BASE SPRM $131.49 0% 18 0% 0.0198 0.000 -$2.60 MC-WORLD ELITE MERIT I $79,116.23 17% 7,705 8% 0.0260 $0.100 -$2,827.52 MC-BUS LEVEL 4 DATA RATE I $3,299.47 1% 757 1% 0.0295 $0.100 -$173.03 MC-WORLDCARD MERIT I $10,648.99 2% 1,023 1% 0.0220 $0.100 -$336.58 MC-SM TCKT MPP REG CON KEY DP $74,762.13 16% 25,898 27% 0.0170 $0.050 -$2,566.90 MC-BUS LEVEL 5 DATA RATE I $9,121.64 2% 1,598 2% 0.0300 $0.100 -$433.45 MC-BUS LEVEL 3 DATA RATE I $4,665.15 1% 997 1% 0.0285 $0.100 -$232.67 MC-INT CON RTE 1 DIG-CMCE PREM $9,155.33 2% 1,366 1% 0.0185 0.000 -$169.40 MC-REGULATED UST POS(DB) $22.12 0% 2 0% 0.0005 $0.210 -$0.43 MC-MERIT I ELECTRONIC COMMERCE $4,394.65 1% 402 0% 0.0195 $0.100 -$125.89 MC-REG CONSM WFRAUD ADJ MC(DB) $82,778.74 18% 6,777 7% 0.0005 $0.220 -$1,532.49 MC-CORP DATA RATE I(US)PUR $1,349.24 0% 168 0% 0.0270 $0.100 -$53.24 MC-REGULATED FRD ADJ COMM(DB) $23,215.96 5% 4,607 5% 0.0005 $0.220 -$1,025.23 MC-CORP DATA RATE I(US)BUS $5,946.40 1% 1,182 1% 0.0265 $0.100 -$275.80 MC-COM DATA RATE I FLT NFUEL $5,204.50 1% 831 1% 0.0270 $0.100 -$223.66 MC-ENHANCED SMALL TICKET CNP $9,373.61 2% 3.819 4% 0.0210 $0.020 -$273.38 MC-ENHANCED MERIT I $27,924.04 6% 3.616 4% 0.0210 $0.100 -$948.17 MC-WRLD ELITE SMALL TICKET CNP $45,045.38 10% 20,719 22% 0.0260 $0.020 -$1,585.56 MC-CORP BUSINESS INTL FLT $2,110.50 0% 307 0% 0.0200 0.000 -$42.21 MC-PREM COM STD ACQUSISSLAC $27.05 0% 3 0% 0.0200 0.000 -$0.54 MC-CORE SMALL TICKET CNP $1,272.00 0% 516 1% 0.0195 $0.020 -$35.12 MC-WORLD SMALL TICKET CNP $5,618.47 1% 2,379 2% 0.0220 $0.020 -$171.19 MC-REG CONSMR US MQ(DB) $60.75 0% 5 0% 0.0005 $0.210 -$1.08 MC-CORP DATA RATE I(US)CORP $1,141.82 0% 187 0% 0.0270 $0.100 -$49.54 MC-CORP PURCHASING INTL PUR $62.45 0% 7 0% 0.0200 0.000 -$1.25 MC-WORLD HV SMALL TICKET CNP $6,188.21 1% 2,601 3% 0.0260 $0.020 -$212.91 MC-SM TICKET MPP CON KEY DB PP $6,149.07 1% 1,939 2% 0.0170 $0.050 -$201.57 MASTERCARD TOTAL $470,699.92 96,042 -$14,847.10 VISA VI-ECOMM BSC P1 SIG INF SNQ $75,666.80 7% 16,080 8% 0.0205 $0.100 -$3,159.46 VI-US BUS TR4 PRD 1 $7,602.96 1% 1,352 1% 0.0295 $0.100 -$359.47 VI-CORPORATE CARD CNP $3,235.68 0% 636 0% 0.0270 $0.100 -$150.99 VI-BUSINESS CARD CNP(DB) $2,259.87 0% 347 0% 0.0245 $0.100 -$90.07 _ VI-CORPORATE PREPAID $3.35 0% 1 0% 0.0265 $0.100 -$0.19 VI-INTER PREM LAC ISS US ACQ $2,962.33 0% 523 0% 0.0180 0.000 -$53.32 VI-SUPER PREMIUM LAC ISS US AC $5,244.75 0% 980 0% 0.0197 0.000 -$103.32 VI-INTER PREM CAN ISS US ACQ $8,776.34 1% 1,319 1% 0.0180 0.000 -$157.97 VI-SUPER PREMIUM EU ISS US ACQ $2,773.45 0% 455 0% 0.0197 0.000 -$54.64 VI-REG CONSUMER MO(DB) $463,248.07 44% 90,198 44% 0.0005 $0.220 -$20,076.86 VI-INTREG BUS/CORP/PURCH(US) $2,980.70 0% 477 0% 0.0200 0.000 -$59.61 VI-SUPER PREMIUM AP ISS US ACQ $329.65 0% 44 0% 0.0197 0.000 -$6.49 VI-PURCHASING CARD CNP $3,771.42 0% 523 0% 0.0270 $0.100 -$154.15 VI-ECOMM BASIC P1 REWARDS $48,865.40 5% 9,593 5% 0.0204 $0.100 -$1,955.82 VI-BUS PURCH CNP(PP) $670.07 0% 140 0% 0.0265 $0.100 -$31.76 VI-INTER PREM EU ISS US ACQ $586.56 0% 87 0% 0.0180 0.000 -$10.56 VI-US BUS TR1 PRD 1 $7,408.07 1% 1,592 1% 0.0265 $0.100 -$355.54 VI-US BUS TR5 PRD 1 $7,934.33 1% 1,270 1% 0.0300 $0.100 -$365.03 VI-US REGULATED COMM(DB) $56,627.11 5% 10,872 5% 0.0005 $0.220 -$2,420.36 VI-ECOMM BASIC P1 TRAD $28,220.03 3% 5,751 3% 0.0189 $0.100 -$1,108.41 VI-CPS/ECOMM-BASIC(D8) $43,470.28 4% 7,134 3% 0.0165 $0.150 -$1,787.50 VI-IR REGULATED(DB) $910.83 0% 156 0% 0.0005 $0.220 -$34.78 2022 Twist,Twist Purple,and the Twist logo are service marks of Twist Financial Corporation.SunTrust Merchant Services,LLC.SunTrust,the SunTrust logo,and SunTrust Merchant Services are trademarks of Truist Financial Corporation.Merchant Services are provided by SunTrust Merchant Services,LLC,an alliance between First Data Merchant Services,LLC and Twist Bank. IMO YOUR CARD PROCESSING STATEMENT Merchant Number 275173125889 Page 58 of 58 Customer Service Website- Phone-1-800-432-7628 Statement Period 01/01/23-01/31/23 INTERCHANGE These are the variable fees charged by Card Organizations for processing transactions. The interchange charges in this section are also reflected in the Fee section of the statement. Interchange Cost Total Sales %Of Number of %of Total Cost Per Interchange Product/Description Total Sales Transactions Transactions Rate Transaction Sub Total Charges VI-US BUS TR2 PRD 1 $10,204.30 1% 2,006 1% 0.0280 $0.100 -$486.32 VI-SUPER PREMIUM CEMEA ISS US $396.08 0% 68 0% 0.0197 0.000 -$7.80 VI-CPS/ECOMM-BASIC(PP) $31,977.41 3% 5,060 2% 0.0175 $0.200 -$1,571.52 VI-ECOMM BSC P1 SIG PRF INFSQ $208,967.02 20% 43,959 21% 0.0250 $0.100 -$9,621.95 VI-INTER PREM CEMEA ISS US ACQ $883.08 0% 168 0% 0.0180 0.000 -$15.90 VI-INTREG STANDARD(US) $24,381.28 2% 3,864 2% 0.0160 0.000 -$390.10 VI-INTERG SPREM CAN ISS US ACQ $2,317.35 0% 362 0% 0.0197 0.000 -$45.65 VI-INTER PREM AP ISS US ACQ $667.73 0% 80 0% 0.0180 0.000 -$12.02 VI-US BUS TR3 PRD 1 $10,944.89 1% 2,044 1% 0.0285 $0.100 -$516.37 VISA TOTAL 51,064,287.19 207,141 -$45,163.93 DISCOVER DSCVR PSLECOMMERCE(DB) $510.90 2% 34 1% 0.0175 $0.200 -$15.74 DSCVR PSLMICROTICKET(PPLUS) $43.72 0% 21 0% 0.0205 $0.050 -$1.95 DSCVR PSLMICROTICKET(PREM) $538.28 2% 197 3% 0.0197 0.000 -$10.60 DSCVR PSLECOMMERCE(RW) $18,526.19 56% 1,708 29% 0.0203 $0.100 -$546.88 DSCVR PSLMICROTICKET(DB) $113.43 0% 48 1% 0.0180 0.000 -$2.04 DSCVR PSLECOMMERCE(PPLUS) $67.10 0% 6 0% 0.0250 $0.100 -$2.28 DSCVR COMML ELECT OTHER $5,045.62 15% 958 16% 0.0245 $0.150 -$267.34 DSCVR PSLECOMMERCE(PREM) $1,282.45 4% 133 2% 0.0205 $0.100 -$39.59 DSCVR-PSLMICROTICKET(RW) $7,156.45 22% 2,872 48% 0.0195 0.000 -$139.52 DISCOVER TOTAL 533,284.14 5,977 41,025.94 AMERICAN EXPRESS AMEX PASS-THRU $256,398.38 100% 55,700 100% 0.0000 0.000 0.00 AMERICAN EXPRESS TOTAL $256.398.38 55,700 0.00 TOTAL S1,824,669.63 364,860 -$61,036.97 2022 Truist,Truist Purple,and the Truist logo are service marks of Twist Financial Corporation.SunTrust Merchant Services,LLC.SunTrust,the SunTrust logo,and SunTrust Merchant Services are trademarks of Truist Financial Corporation.Merchant Services are provided by SunTrust Merchant Services,LLC,an alliance between First Data Merchant Services,LLC and Twist Bank. ATTACHMENT C SUNBIZ & PROPOSAL RESPONSE TO RFQ DIVISION OF CORPORATIONS DI`E JUI`tsoartleiNrg c)2_p Df \ r r uN uJ/kto!;lair of Florida w,?,,te Department of State / pivision of Corporations I Search Records / Search by Entity Name Detail by Entity Name Florida Profit Corporation PAYBYPHONE US INC. Filing Information Document Number P23000076110 FEI/EIN Number NONE Date Filed 10/26/2023 State FL Status ACTIVE Principal Address 1290 HOMER STREET UNIT 600 VANCOUVER, BC V6B 2-Y5 CA Mailing Address 1290 HOMER STREET UNIT 600 VANCOUVER, BC V6B 2-Y5 CA Registered Agent Name&Address NRAI SERVICES. INC. 1200 SOUTH PINE ISLAND ROAD PLANTATION, FL 33324 Officer/Director Detail Name&Address Title P SAMRA, SATYAJIT, MR 600-1290 HOMER STREET VANCOUVER, BC V6B 2-Y5 CA Title SEC BOCHKARYOVA, OLGA, MRS 600-1290 HOMER STREET VANCOUVER, BC V6B 2-Y5 CA Title TREA BID SUBMITTAL QUESTIONNAIRE SECTION 1 - BID CERTIFICATION FORM This document is a REQUIRED FORM that must be submitted fully completed and submitted. Solicitation No: Solicitation Title: BID NUMBER PROJECT TITLE BIDDER'S NAME.PayByPhone US Inc. NO.OF YEARS IN BUSINESS.22 NO.OF YEARS IN BUSINESS LOCALLY 22 NO.OF EMPLOYEES.289 OTHER NAME(S)BIDDER HAS OPERATED UNDER IN THE LAST 10 YEARS.N/a BIDDER PRIMARY ADDRESS(HEADQUARTERS):6th Floor,1290 Homer Street,Vancouver,BC,Canada,V68 2Y5 CITY.Vancouver STATE.British Columbia ZIP CODE V6B 2Y5 TELEPHONE NO.-6046424286 TOLL FREE NO. N/a FAX NO 1.866.286.5401 BIDDER LOCAL ADDRESS.6th Floor,1290 Homer Street CITY.Vancouver STATE.British Columbia ZIP CODE V6B 2Y5 PRIMARY ACCOUNT REPRESENTATIVE FOR THIS ENGAGEMENT.Teresa Trussell ACCOUNT REP TELEPHONE NO.'.6046424286 ACCOUNT REP TOLL FREE NO N/a ACCOUNT REP EMAIL.ttrussell@paybyphone.com FEDERAL TAX IDENTIFICATION NO. 87-3652865 By virtue of submitting a bid, bidder agrees: a) to complete and unconditional acceptance of the terms and conditions of this document and the solicitation, including all addendums specifications, attachments, exhibits, appendices and any other document referenced in the solicitation c) that the bidder has not divulged, discussed, or compared the proposal with other bidders and has not colluded with any other bidder or party to any other bid; d) that bidder acknowledges that all information contained herein is part of the public domain as defined by the State of Florida Sunshine and Public Records Laws; e) if bid is accepted, to execute an appropriate City of Miami Beach document for the purpose of establishing a formal contractual relationship between the bidder and the City of Miami Beach, Florida, for the performance of all requirements to which the bid pertains; and f) that all responses, data and information contained in the bid submittal are true and accurate. The individual named below affirms that s/he: is a principal of the applicant duly authorized to execute this questionnaire, and that the contents of said document(s) are complete, true, and correct to the best of his/her knowledge and belief. Name and Title of Bidder's Authorized Signature of Bidder 's Authorized Representative: Representative: Sonny Samra Sonny Samra SECTION 2 - ACKNOWLEDGEMENT OF ADDENDUM After issuance of solicitation, the City may release one or more addendum to the solicitation, which may provide additional information to bidders or alter solicitation requirements. The City will strive to reach every bidder having received solicitation through the City's e-procurement system. However, bidders are solely responsible for assuring they have received any and all addendum issued pursuant to solicitation. This Acknowledgement of Addendum section certifies that the bidder has received all addendum released by the City pursuant to this solicitation. Failure to obtain and acknowledge receipt of all addenda may result in proposal disqualification. Enter Initial Enter Initial Enter Initial to to Confirm to Confirm Confirm Receipt Receipt Receipt SS Addendum 1 Addendum 6 Addendum 11 SS Addendum 2 Addendum 7 Addendum 12 Addendum 3 Addendum 8 Addendum 13 Addendum 4 Addendum 9 Addendum 14 Addendum 5 Addendum 10 Addendum 15 If additional confirmation of addendum is required, submit under separate cover. SECTION 3 - CONFLICT OF INTEREST All bidders must disclose the name(s) of any officer, director, agent, or immediate family member (spouse, parent, sibling, and child) who is also an employee of the City of Miami Beach. Further, all bidders must disclose the name of any City employee who owns, either directly or indirectly, an interest of ten (10%) percent or more in the bidder entity or any of its affiliates. 1 N/A 2 3 4 5 6 SECTION 4 - FINANCIAL CAPACITY At time of request by the City, bidder shall request that Dun & Bradstreet submit its Supplier Qualifier Report directly to the City, with bid or within three (3) days of request. Bidder shall arrange for Dun & Bradstreet to submit a Supplier Qualification Report (SQR) directly to the City. No proposal will be considered without receipt (when requested), by the City, of the SQR directly from Dun & Bradstreet. The cost of the preparation of the SQR shall be the responsibility of the bidder. The bidder shall request the SQR report from D&B at: https://supplierportal.dnb.com/webapp/wcs/stores/servlet/SupplierPortal? storeld=11696 Bidders are responsible for the accuracy of the information contained in its SQR. It is highly recommended that each bidder review the information contained in its SQR for accuracy prior to submittal to the City and as early as possible in the solicitation process. For assistance with any portion of the SQR submittal process, contact Dun & Bradstreet at 800-424-2495. SECTION 5 - REFERENCES AND PAST PERFORMANCE Project No. BID NUMBER Project Title PROJECT TITLE Bidder shall submit at least three (3) references for whom the bidder has completed work similar in size and nature as the work referenced in solicitation. Bidder may submit additional references as part of its bids submittal. Reference No.1 Firm Name: Miami Parking Authority Contact Individual Name and Title: Angel Diaz, Director of Operations Address: 40 Northwest 3 Street, Miami, FL 33128 Telephone: 1-305-373-6789 x267 Contact's Email: adiaz@miamiparking.com Narrative on Scope of Services Provided, Project Budget, and Project Dates: Provide city with mobile payment services since 2008 (initial go live), our resident rate feature, rights and rates for resident discounts, and enforcement and in-house integrations. The City has continued to renew with PayByPhone since this times to cover us on the duration portion. The project budget part always blows my mind and never makes sense to me. PThe City has continued to renew with PayByPhone since this time. PayByPhone negotiated with the City regarding budget expectations at the time of contract execution, and we have performed within these expectations (or exceeded them). Reference No.2 Firm Name: City of Pompano Beach Florida Contact Individual Name and Title: Jeff Lantz, Parking Manager Address: 3460 NE 3rd Street, Pompano, Florida 33060 Telephone: 954-786-5580 Contact's Email: Jeff.Lantz@copbfl.com Narrative on Scope of Services Provided, Project Budget, and Project Dates: Provide city with mobile payment services since April 21 (initial go live) and enforcement and enforcement integrations. The City has continued to renew with PayByPhone since this time. PayByPhone negotiated with the City regarding budget expectations at the time of contract execution, and we have performed within these expectations (or exceeded them). Reference No.3 Firm Name: City of Seattle Washington Contact Individual Name and Title: Mary Catherine Snyder, Parking Strategist Address: 700 5th Avenue, Seattle, Washington 98104 Telephone: 1-206-684-8110 Contact's Email: Marycatherine.snyder@seattle.gov Narrative on Scope of Services Provided, Project Budget, and Project Dates: Provide city with mobile payment services since July 2013 (initial go live) and enforcement and enforcement integrations. The City has continued to renew with PayByPhone since this time. PayByPhone negotiated with the City regarding budget expectations at the time of contract execution, and we have performed within these expectations (or exceeded them). SECTION 6 — SUSPENSION, DEBARMENT. OR CONTRACT CANCELLATION Has bidder ever been debarred, suspended or other legal violation, or had a contract cancelled due to non-performance by any public sector agency? 0 YES O NO If answer to above is "YES," bidder shall submit a statement detailing the reasons that led to action(s): SECTION 7 - SMALL AND DISADVANTAGED BUSINESS CERTIFICATIt Pursuant to Resolution 2020-31519, the City is tracking the Small and Disadvantaged Businesses, as certified by Miami-Dade County that have been certified as Small or Disadvantaged Business by Miami-Dade County. Does bidder possess Small or Disadvantaged Business certification by Miami-Dade County? 0 YES p NO ° r." '!r' �'?"SINF" 1-7 'TIFIC ".,r. n, Pursuant to Resolution 2020-31342, the City is tracking the utilization of LGBT owned firms that have been certified as an LGBT Business Enterprise by the National Gay and Lesbian Chamber of Commerce (NGLCC). Does bidder possess LGBT Business Enterprise Certification by the NGLCC? 0 YES p NO SECTION 9 - BYRD ANTI-LOBBYING AMENDMENT CERTIFICATION FORM APPENDIX A, 44 C.F.R. PART 18 — CERTIFICATION REGARDING LOBBYING Certification for Contracts, Grants, Loans, and Cooperative Agreements The undersigned Contractor certifies, to the best of his or her knowledge, that: 1. No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of an agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement. 2. If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form-LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions. 3. The undersigned shall require that the language of this certification be included in the award documents for all subawards at all tiers (including subcontracts, subgrants, and contracts under grants, loans, and cooperative agreements) and that all subrecipients shall certify and disclose accordingly. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by 31, U.S.C. § 1352 (as amended by the Lobbying Disclosure Act of 1995). Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. The undersigned Contractor certifies or affirms the truthfulness and accuracy of each statement of its certification and disclosure, if any. In addition, the Contractor understands and agrees that the provisions of 31 U.S.C. § 3801 et seq., apply to this certification and disclosure, if any. By virtue of submitting bid, bidder certifies or affirms its compliance with the Byrd Anti-Lobbying Amendment Certification. Name and Title of Bidder's Authorized Signature of Bidder 's Authorized Representative: Representative: Sonny Samra Sonny Samra Jil`t. i 'ua 10 - SUSPENSION AND DEBARMENT CERTIFICATION The Contractor acknowledges that: (1) This Contract is a covered transaction for purposes of 2 C.F.R. pt. 180 and 2 C.F.R. pt. 3000. As such the contractor is required to verify that none of the Contractor, its principals (defined at 2 C.F.R. § 180.995), or its affiliates (defined at 2 C.F.R. § 180.905) are excluded (defined at 2 C.F.R. § 180.940) or disqualified (defined at 2 C.F.R. § 180.935). (2)The Contractor must comply with 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C and must include a requirement to comply with these regulations in any lower tier covered transaction it enters into. (3) This certification is a material representation of fact relied upon by the City. If it is later determined that the Contractor did not comply with 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C, in addition to remedies available to the City, the Federal Government may pursue available remedies, including but not limited to suspension and/or debarment. (4) The Contractor agrees to comply with the requirements of 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C while this offer is valid and throughout the period of any contract that may arise from this offer. The Contractor further agrees to include a provision requiring such compliance in its lower tier covered transactions." By virtue of submitting bid, bidder certifies or affirms its compliance with the Suspension and Debarment Certification. Name and Title of Bidder's Authorized Signature of Bidder's Authorized Representative: Representative: Sonny Samra Sonny Samra SECTION 11 - CONE OF SILENCE Pursuant to Section 2-486 of the City Code, all procurement solicitations once advertised and until an award recommendation has been forwarded to the City Commission by the City Manager are under the "Cone of Silence." The Cone of Silence ordinance is available at https://library.municode.com/fl/miami beach/codes/code of ordinances? nodeld=SPAGEOR CH2AD ARTVIISTCO DIV4PR S2-486COSI Any communication or inquiry in reference to this solicitation with any City employee or City official is strictly prohibited with the of exception communications with the Procurement Director, or his/her administrative staff responsible for administering the procurement process for this solicitation providing said communication is limited to matters of process or procedure regarding the solicitation. Communications regarding this solicitation are to be submitted in writing to the Procurement Contact named herein with a copy to the City Clerk at rafaelgranado@miamibeachfl.gov . By virtue of submitting bid, bidder certifies that it is in compliance with the Cone of Silence Ordinance, pursuant to Section 2-486 of the City Code. SECTION 12 CODE OF BUSINF' 'HICS Pursuant to City Resolution No.2000-23789, the Bidder shall adopt a Code of Business Ethics prior to executing a contract with the City. The Code of Business Ethics shall be submitted to the Procurement Department with its response or within three (3) days of request by the City. The Code shall, at a minimum, require the Bidder, to comply with all applicable governmental rules and regulations including, among others, the conflict of interest, lobbying and ethics provision of the City Code. In lieu of submitting Code of Business Ethics, bidder may indicate that it will adopt, as required in the ordinance, the City of Miami Beach Code of Ethics, available at http://www.miamibeachfl.gov/city_ hall/procurement/procurement-related-ordinance-and-procedures/ Bidder will submit firm's Code of Business Ethics within three (3) days of request by the City? YES NO Bidder adopts the City of Miami Beach Code of Business Ethics? Q YES Q NO SECTION 13 - LOBBYIST REGISTRATION & CAMPAIGN CONTRIBUTION REQUIP"" " 'r This solicitation is subject to, and all bidders are expected to be or become familiar with, all City lobbyist laws, including lobbyist registration requirements and prohibition on campaign contributions, including: • Lobbyist Registration Requirements sections 2-397 through 2-485.3 of City Code (https://library.municode.com/fl/miami_beach/codes/code_of_ordinances? nodeld=SPAGEOR_CH2AD_ARTVI ISTCO_DIV3LO) • Campaign Contribution Requirements sections 2-487 and 2-488 of City Code (https://library.municode.com/fl/miami beach/codes/code_of ordinances? nodeld=SPAGEOR CH2AD ARTVIISTCO DIV5CAFIRE) By virtue of submitting bid, bidder certifies or affirms that they have read and understand the above Lobbyist Registration & Campaign Contribution Requirements. SECTION 14 — NON-DISCRIMINATION The Non-Discrimination ordinance is available at: https://library.municode.com/fl/miami beach/codes/code of_ordinances? nodeld=SPAGEOR CH2AD ARTVIPR_DIV3COPR S2-375NSCCOREWA By virtue of submitting bid, bidder agrees it is and shall remain in full compliance with Section 2-375 of the City of Miami Beach City Code. SECTION 15 — FAIR CHANCr REQUIREIVIhN The Fair Chance Ordinance No. 2016-4012 is available at: https://library.municode.com/fl/miami_beach/codes/code_of_ordinances? nodeld=SPAGEOR_CH62HURE ARTVFACHOR By virtue of submitting bid, bidder certifies that it has adopted policies, practices and standards consistent with the City's Fair Chance Ordinance. Bidder agrees to provide the City with supporting documentation evidencing its compliance upon request. Bidder further agrees that any breach of the representations made herein shall constitute a material breach of contract, and shall entitle the City to the immediate termination for cause of the agreement, in addition to any damages that may be available at law and in equity. SECTION 16 — PUBLIC FNTITY CRIMFS Please refer to Section 287.133(2)(a), Florida Statutes, available at: https://www.flsenate.gov/Laws/Statutes/2012/287.133 By virtue of submitting bid, bidder agrees with the requirements of Section 287.133, Florida Statutes, and certifies it has not been placed on convicted vendor list. SECTION 17 — VETERAN BUSINESS ENTERPRISES PREFERENCE Pursuant to City of Miami Beach Ordinance No. 2011- 3748, https://library.municode.com/fl/miami_beach/codes/code_of_ordinances? nodeld=SPAGEOR CH2AD ARTVIPRDIV3COPR_S2- 374PRPRPRVECOGOCOSE the City shall give a preference to a responsive and responsible bidder which is a small business concern owned and controlled by a veteran(s) or which is a service-disabled veteran business enterprise, and which is within five percent (5%) of the lowest and best bidder, by providing such bidder an opportunity of providing said goods or contractual services for the lowest responsive bid amount. Whenever, as a result of the foregoing preference, the adjusted prices of two (2) or more bidders which are a small business concern owned and controlled by a veteran(s) or a service-disabled veteran business enterprise constitute the lowest bid pursuant to an ITB, RFP, RFQ, ITN or oral or written request for quotation, and such bids are responsive, responsible and otherwise equal with respect to quality and service, then the award shall be made to the service-disabled veteran business enterprise. Is the bidder a service-disabled veteran business enterprise certified by the State of Florida? Q YES 5 NO Is the bidder a service-disabled veteran business enterprise certified by the United States Federal Government? YES p NO SECTION 18 - EQUAL BENEFITS FOR EMPLOYEES WITH SPOUSES AND EMPLOYEES WITH DOMESTIC PARTNERS When awarding competitively solicited contracts valued at over $100,000 whose contractors maintain 51 or more full time employees on their payrolls during 20 or more calendar work weeks, the Equal Benefits for Domestic Partners Ordinance 2005-3494 requires certain contractors doing business with the City of Miami Beach, who are awarded a contract pursuant to competitive bids, to provide "Equal Benefits" to their employees with domestic partners, as they provide to employees with spouses. The Ordinance applies to all employees of a Contractor who work within the City limits of the City of Miami Beach, Florida; and the Contractor's employees located in the United States, but outside of the City of Miami Beach limits, who are directly performing work on the contract within the City of Miami Beach. Does bidder provide or offer access to any benefits to employees with spouses or to spouses of employees? p YES Q NO Does bidder provide or offer access to any benefits to employees with (same or opposite sex) domestic partners or to domestic partners of employees? p YES Q NO Please check all benefits that apply to your answers above and list in the "other" section any additional benefits not already specified. Note: some benefits are provided to employees because they have a spouse or domestic partner, such as bereavement leave; other benefits are provided directly to the spouse or domestic partner, such as medical insurance. Bidder Provides for Bidder Provides for Bidder does not BENEFIT Employees with Employees with Spouses Domestic Partners Provide Benefit Health Yes Yes Sick Leave Yes Yes Family Medical Leave Yes, based on Dependent on state/provincial laws state/provincial laws where person where person resides resides Bereavement Leave Yes Yes If Bidders cannot offer a benefit to domestic partners because of reasons outside your control, (e.g., there are no insurance providers in your area willing to offer domestic partner coverage) you may be eligible for Reasonable Measures compliance. To comply on this basis, you must agree to pay a cash equivalent and submit a completed Reasonable Measures Application with all necessary documentation. Your Reasonable Measures Application will be reviewed for consideration by the City Manager, or his designee. Approval is not guaranteed and the City Manager's decision is final. Further information on the Equal Benefits requirement is available at http://www.miamibeachfl.gov/city-hall/procurement/procurement-related-ordinance-and- procedures/ SECTION 19 — MORATORIUM ON TRAVEL TO AND THE PURCHASE OF GOODS OR SERVICES FROM MISSISSIPPI Pursuant to Resolution 2016-29375, the City of Miami Beach, Florida prohibits the purchase of goods or services sourced in Mississippi. Are any of the products for which the applicant is seeking to be prequalified sourced in Mississippi? YES NO If yes, explain. ass paybyphone' Simplifying Your Journey Mobile Parking Payment System — City of Miami Beach , FL Request for Qualification No. 2023-051-WG April 3, 2023 9:41 •al PaYbYp10ne 0 40110. Teresa Trussell • Senior Sales Director PayByPhone Technologies Inc. - - - 6th Floor, 1290 Homer Street • Vancouver, BC, Canada, V6B 2Y5 Phone: 740.416.0948 Email: ttrussell@paybyphone.com #. s- View neap a b 1 lore YP ® 6th Floor, 1290 Homer Street •�• Vancouver, BC, Canada,V6B 2Y5 paybyphone.com TAB 1 Cover Letter and Table of Contents TAB 1 Cover Letter and Table of Contents 1 1.1 Cover Letter 4 TAB 2 Experience and Qualifications 5 2.1 Qualifications of Proposing Firm 5 2.2 Qualifications of Proposing Team 9 TAB 3 System Capabilities 15 3.1.1 Provide a detailed description of the system being proposed and its functionality 15 3.1.2 Include information regarding enhancements or additional modules expected to be available within the next year, including a software refresh schedule. 30 3.1.3 What is your level of commitment to continuous system improvements (upgrades), expansion of system capabilities and providing client support? 32 3.1.4 Describe user interface capabilities, including remote and mobile access. 32 3.1.5 Provide a complete description of any client-side technical specifications and/or hosting requirements for the platform proposed. 32 3.1.6 Identify any third-party software required to provide the functionality required by the City. 32 3.1.7 Describe the customer registration process for the proposed Mobile Parking Payment System, including whether pre-registering over the internet or other method is required for first-time users. 33 3.1.8 Describe billing process. Web based invoices? Mailing out of invoices? 34 3.1.9 Describe the customer's enrollment process, including 24 hour availability, and local vs. toll free number registration number. 34 3.2.0 Describe your customer support services. Hours of Operation? Customer notification process?Ability to provide speedy and accurate resolution? Policy for addressing complaints? Ticket resolution? 34 3.2.1 Does the system identify the car by the license plate or stall number? 35 3.2.2 Is your mobile technology actively used in over 250,000 spaces? If not, how many? 35 3.2.3 Do users receive a text message reminder before a parking session expires? 35 3.2.4 Can users review their profile and parking history online? 35 3.2.5 Can users park using any phone (e.g. not restricted to the phone they registered with)? 35 3.2.6 Does the system have the ability to: 35 3.2.7 Can users park using Text Messaging (SMS)? 38 3.2.8 Can users pay for parking using dial tone and/or voice-based vendor-hosted interactive voice response system? 38 3.2.9 Will there be a toll-free number to initiate or extend parking sessions? 38 3.3.0 Do users have to pay an annual membership fee? If so, how much? 38 1 T+1.866.783.7787 E sales@paybyphone.com W paybyphone.com paybyphone USA-Canada-UK-France-Switzerland-Germany 3.3.1 Does the system require integration with the meters? 38 3.3.2 Is the system in live use where it integrates to multi-space meters? If so, please provide location and system integration details. 38 3.3.3 Has the pay-by-phone service integrated with or is in use at any gated revenue control systems? If so, please provide location and system integration details 39 3.3.4 Is your service in live use at over five US locations? If so, where? 40 3.3.5 Does your service integrate with wireless handheld systems? If yes, provide examples of live sites. 40 3.3.6 Is the system/software user-friendly? Please describe in detail. 40 3.3.7 Do you have a marketing plan; i.e. recruitment process, decals, signage, advertisement mediums, etc.? 40 3.3.8 What is the settlement process of your system/software? 52 3.3.9 Is there interface capability? 53 3.4.0 Is there system portability, expandability, and support? 53 3.4.1 Can the system maintain the security, confidentiality of transactions and information? If yes, please describe in detail 53 3.4.2 Is your system PCI compliant? 54 3.4.3 Do you allow the City to use our own merchant accounts for credit card processing? This is the City's preferred process 55 3.4.4 If the merchant account is not the City's, what is the turn-around time for payment to the City?The City requires that payment be made within 24 hours of point of sale. 56 3.4.5 Does the City directly receive the credit card payments from our consumers' parking transactions? 56 3.4.6 Can you report on average downtime of service? 57 3.4.7 Do you have web-based parking permits for monthly off-street parking? 57 3.4.8 Do you have web-based parking permits for event off-street parking? 57 3.4.9 Do you have web-based parking permits for residential, student, and business parking? 57 3.5.0 Do you have a phone & web-based violation payment system? If so, does it interface with other violation payment system platforms? 58 3.5.1 Do you have an Electronic Validation System for hotels, businesses, restaurants, etc ? 58 3.5.2 Does your organization develop and own its core technology or is it licensed from a third party? 59 3.5.3 Describe your customer dispute process. 59 3.5.4 Are all reports exportable to Excel or other file formats? 60 3.5.5 Will the City have access to the system database? Who owns the data? 60 3.5.6 Does the system provide any report writing/generating tool? 61 3.5.7 How is the Mobile Parking user fee assessed? Per transaction; monthly; etc. Please explain 61 i;; paybyphone USA-Canada-UK-France-Switzerland-Germany 3.5.8 Will you provide Miami Beach Residents a discount on your pay-by-phone user fees (per transaction or monthly)? Please explain. 61 3.5.9 Will you provide Miami Beach Residents Mobile Parking service at no charge? Please explain 62 3.6.0 Do you host and update your system? 62 3.6.1 Is your software Microsoft SQL? Please provide the version of the software. 63 3.6.2 Is your software web-based? 63 3.6.3 Is your software compatible with the Skidata gated revenue control system for payment at garages (OffStreet only). 63 TAB 4 -Approach and Methodology 64 4.1 Project Planning and Implementation Information 64 4.1.2 Include a sample project schedule based on the above project plan. Indicate the significant"milestones" in a project of this nature and magnitude 66 4.2 Training Information 66 4.2.1 Describe the training program approach for the City. Include Administrator, Power User, and Full User roles; including in-house training ("Live");. 66 4.2.2 Describe all training manuals and formats available. Describe other methods or training available to City users. 67 4.3 Maintenance/Support/Warranty Information 67 4.3.1 Describe the levels and types of ongoing system support and maintenance provided by your firm. Specify the current version of your system, next major upgrade, how often the system is upgraded, and how the upgrades are accomplished. 67 4.3.2 Indicate how support would be provided to our location (hotline telephone support, email, onsite, helpdesk, etc.). Describe the support escalation process should initial methods of support not adequately address the issue(s). 67 4.3.3 Describe software and services warranty coverage. Provide any available Service Level Agreement(s) ("SLA")for the City's consideration 67 Appendix 1 —Resumes 68 Appendix 2—Service Level Agreement 75 Section 3 Exclusivity 77 Section 4 Marketing, Promotion and User Education 78 Appendix 3—Conditions of Terms 88 Confidentiality Statement The information contained in this document is confidential, privileged, and only for the information of the intended recipient and may not be used, published, or redistributed without the prior written consent of PayByPhone. paybyphone` USA-Canada-UK-France-Switzerland-Germany 1.1 Cover Letter April 5, 2023 William Garviso City of Miami Beach, Procurement Division 1700 Convention Center Drive Miami Beach, FL 33139 Re: Mobile Payment Solutions Request for Proposals Dear William: PayByPhone seeks to partner with the City of Miami Beach (City)to deliver a world-renowned mobile parking payment solution creating a seamless and contactless parking experience. Founded in 2001, PayByPhone is the largest and most successful mobile parking payments company in the world. We have over 55M users in thousands of locations and are owned by Volkswagen Financial Services (VWFS), AG. We believe PayByPhone is the best solution for you for the following reasons: • Local User Base &Adoption —PayByPhone has been present in the Miami area since 2008, and since that time, we have expanded into 55 unique locations throughout the state. During 2022, this resulted in nearly 1M active users - 50% of these are in the Miami area alone - and 21 M+ transactions in Florida with 52% of these occurring in the Miami area. This demonstrates PayByPhone's regional saturation, and a combination of our strong local presence and marketing endeavors can exponentially grow your adoption while creating a seamless parking experience for your drivers. • Flexible Rates and Self-serve—We handle rate policies for local cities such as the Miami Parking Authority, North Bay Village, Surfside Beach, Bal Harbour, Coral Gables, and even the Miami Marlins. Across North America, we are present in Cities such as San Francisco, CA; Seattle, WA; and Lexington, KY—to name a few. We support the largest variety of rates, including resident rate features, to meet all your needs, which can be independently adjusted by you and your team. • A solution that drivers love—The PayByPhone app delivers the best experience for drivers, with the highest ratings in the industry (4.9 out of a five-star rating from 458,675 reviewers in iOS app store, America). • 12 languages— PayByPhone is a multilingual app with global appeal available in English, Spanish, and French—to name a few! We look forward to working with you to facilitate a simpler, faster, and better parking experience for your drivers—freeing you up to focus on what matters most: helping your customers get the most out of mobility as a service. If you have any questions, please feel free to contact me at the details below. Sincerely, 6 tAktil S AAA KA, Sonny Samra, Senior Director of Business Growth Teresa Trussell, Sales Director Tel: 720-710-7198 Tel: 740.416.0948 Email: ssamra(apaybyphone.com Email: ttrussell@paybyphone.com i;; paybyphone USA-Canada-UK-France-Switzerland-Germany TAB 2 Experience and Qualifications 2.1 Qualifications of Proposing Firm PayByPhone delivers high levels of application ratings and digital payments through service design,full cycle marketing, and the customer support experience. Our service turns high volumes of digital payments into reduced infrastructure costs for cities. As more people use the application to pay for parking, cities may eventually remove meters and pay stations completely. Having digital payment technology is only one piece — drivers also need to use the service to show it's a true benefit to the City. Our mobile application is easy to use, and supported by targeted marketing campaigns that boost awareness and adoption. Our application is recognized globally and across North America by drivers who regularly use their mobile devices to pay for parking,which includes nearby areas such as the Miami Parking Authority(MPA), Miami Dade County Parks, The City of Tampa, The Miami Marlins, Miami Dade Metro Rail, Paradise Parking Miami, Florida International University (FIU), DEC Parking Way LLC Miami, Diamond Parking Miami, LAZ South Beach, The City of Pompano Beach, and the City of South Miami. With digital transaction volumes driven by consumer behavior and compliance to parking regulations,the City will experience decreased costs in enforcement and equipment maintenance. With our service,the City will have a turnkey solution—smart city technology available to monitor program performance and a popular mobile parking application for drivers who already know and love it. Partnership for mutual success is a mantra at PayByPhone. Our long-term partnerships result in the highest adoption rates in the industry—a metric that helps define project success. PayByPhone's mobile payments account for greater than 50 percent of parking revenue for many of our clients and greater than 90 percent for some of our key clients. These high adoption rates are because PayByPhone provides ongoing promotional support to the City to accelerate driver adoption. As well, the nature of PayByPhone's service as a single, globally available app helps boost adoption rates because drivers are often already familiar with the app from their use of privately-owned off-street lots that feature PayByPhone. The single, globally available mobile app means that clients will automatically benefit from enhancements that we are constantly making to the platform without incurring additional and costly "app upgrade" fees. At the same time, PayByPhone's optional dynamic labeling feature enables clients to provide a locally relevant user experience for City drivers. Simply offering a mobile payment service is not enough. Drivers must love the solution in order to change their habits. Our app is simple to use, widely recognized across North America and internationally, and is supported by effective marketing campaigns that promote awareness and encourage drivers to use it. Our seasoned professionals are supported by dedicated engineers and staff and will be available to the City through the duration of our partnership. Our team has successfully deployed the PayByPhone application many times and has developed a collaborative implementation plan that will suit your needs. Our typical timeline for implementation is approximately six to eight weeks from initiation to go-live and another two weeks for administrative wrap-up. With the PayByPhone solution, the benefits to the City include the following: • A user-friendly and widely recognized system that is robust and provides top-level security, including PCI-DSS Level 1 compliance. • High adoption rates with a globally recognized mobile application. 5 T+1.866.783.7787 E sales@paybyphone.com W paybyphone.com ;;; paybyphone USA-Canada-UK-France-Switzerland-Germany • Secure and easy to use payment methods including credit card, Apple Pay, Google Pay, and PayPal. • Minimized implementation and operational costs for the system through vendor supplied training. • Optimized market exposure, consistent branding, and engagement with community merchants by PayByPhone's award winning marketing department. • Collaboration in the process of identifying requirements, needs for configuration, and development of customization. Testing, training, and soft launch will facilitate a smooth launch to go-live. • Extensive experience driving high adoption rates and included promotional support to ensure the program achieves maximum value for the City. • A practical investment in a scalable mobile parking payment program that optimizes implementation, continual growth, with future revenues. PayByPhone is a global leader in mobility payment solutions, having moved the needle in this space long before anyone else did. We were founded in Vancouver, BC, in 2001 with the sole purpose of creating a frictionless, enjoyable parking experience for drivers and all who work in the parking industry—using mobile and Web technologies to do this. We are now a global company and a subsidiary of Volkswagen Financial Services (VWFS), AG, (think brands such as Audi, Porsche, Bentley, Lamborghini, Bugatti, VW) committed to investing in parking innovation, mobility, and exceptional service. 4 "Illk 1411111 4INIfir" v." • tendon Winnipeg vasco411111111111 - wbersto•n Ottawa • ke gotten pan Richm Sat FranciscocYtcYmatlstlttdwocn Mateo y, Montgomery San tub Obispo V ambtitos i� Redonda"soh, Galveston texingt•• 1, carcass beach 0 Atlanta Miami ow ramps park -- m Rael 6 T+1.866.783.7787 E sales@paybyphone.com W paybyphone.com paybyphone USA-Canada-UK-France-Switzerland-Germany We continue to reach milestones in the parking space. Consider the following: • 60 million users (and counting) in 1,300+ cities—Vancouver, Seattle, San Francisco, London, Paris, and more—and 1,000+ locations. • Operating in 7 countries; 1,459 clients worldwide • 193+ million in yearly transactions • US $814+ million payments processed. • Financially secure—subsidiary of Germany's VWFS since 2016 • Nearly 300 dedicated full-time staff. • Unique features such as self-serve rates engine, dynamic white label, guest accounts With such impressive metrics, it's no wonder PayByPhone is considered the most used and loved mobility parking payment app in the world. When you partner with us, you will be implementing an unrivaled product that offers not just an unmatched user-friendly experience, but also a significant cost savings to the City's parking operations. Included here and within the required questionnaire, are examples where PayByPhone is present and provide mobile payment services. PayByPhone References Miami Parking _. „.• Authority �`- 11,41- k , • -11., dln '' f 40 Northwest 3 Street, Miami, FL 33128 Agency Address Contact Phone Number 1-305-373-6789 x267 Contact Name &Title Angel Diaz, Director of Operations Contact Email adiaz miamiparking.com Project Description ' Provide city with mobile payment services since 2008 (initial go live), our resident rate feature, rights and rates for resident discounts, and enforcement and in-house integrations. The City has continued to renew with PayByPhone since this time. PayByPhone negotiated with the City regarding budget expectations at the time of contract execution, and we have performed within these expectations (or exceeded them). Application/Solution Mobile Payment and resident rate services Furnished & Implemented Firm or Principal Experience Firm Enforcement Integration Genetec LPR 7 T+1.866.783.7787 E sales@paybyphone.com W paybyphone.com paybyphone USA-Canada-UK-France-Switzerland-Germany City of Pompano Beach Florida __� ; �. r , psmpano ,,... . 4 beach. Florida's Warmest Welcome Agency Address 3460 NE 3rd Street, Pompano, Florida 33060 Contact Phone Number 954-786-5580 Contact Name &Title Jeff Lantz, Parking Manager Contact Email Jeff.Lantz(c�copbfl.com Project Description Provide city with mobile payment services since April 21 (initial go live) and enforcement and enforcement integrations. The City has continued to renew with PayByPhone since this time. PayByPhone negotiated with the City regarding budget expectations at the time of contract execution, and we have performed within these expectations (or exceeded them). Application/Solution Mobile Payment Services Furnished & Implemented Firm or Principal Experience Firm Enforcement Integration NuPark City of Seattle Washington °'} • _ (SOOT) . . ._;t TX% Seattle ` I Department of `� Transportation Agency Address 700 5th Avenue, Seattle, Washington 98104 Contact Phone Number 1-206-684-8110 Contact Name &Title Mary Catherine Snyder, Parking Strategist Contact Email Marycatherine.snyder(a�seattle.gov Project Description Provide city with mobile payment services since July 2013 (initial go live) and enforcement and enforcement integrations. The City has continued to renew with 8 T+1.866.783.7787 E sales@paybyphone.com W paybyphone.com paybyphone USA-Canada-UK-France-Switzerland-Germany PayByPhone since this time. PayByPhone negotiated with the City regarding budget expectations at the time of contract execution, and we have performed within these expectations (or exceeded them). Application/Solution Mobile Payment Services Furnished & Implemented Firm or Principal Experience Firm Enforcement Integration Gtechna & IPS 2.2 Qualifications of Proposing Team PayByPhone has a team of dedicated and experienced personnel who will help drive forward a successful implementation of this project, should it be awarded to us. The designated project administrator will be Shalini Diaz.Our Implementation (100 percent), Onboarding Management (100 percent), Client Success (100 percent), Sales Director (15 percent), and Marketing (15 percent) teams will work with the City to execute on the required deliverables for the proposed work. The following will be the project's key stakeholders. Resumes have been provided in Appendix 1 —Resumes Teresa Trussell, CAPP, Senior Sales Director Teresa has decades of parking industry experience. Prior to joining PayByPhone in 2019, Teresa served as Ohio University's Parking Operations Supervisor for nearly 20 years where she earned her Certified Administrator of Public Parking (CAPP)certification through the International Parking & Mobility Institute (IPMI). Teresa served as an active IPMI CAPP board member through 2020, and actively serves on the Accessible Parking Coalition Advisory Council for IPMI. In her current role at PayByPhone, Teresa is responsible for sales and client relationship building within Central Southeast regions. Teresa leverages her operational background along with her extensive training in client service leadership to tap into her clients' needs to ensure our services match their desired outcomes. Her personable and client-focused approach allows her to create long-lasting relationships that build trust and are the key to PayByPhone's and the client's success. Teresa will be servicing the account on an ongoing basis. 9 T+1.866.783.7787 E sales@paybyphone.com W paybyphone.com paybyphone USA-Canada-UK-France-Switzerland-Germany Shalini Diaz, Director, Client Success • Shalini Diaz has been a noteworthy leader in the parking and mobility industry for over 20 years, bringing a vast degree of technical knowledge with her, along with a reputation for problem solving and account management. Her consultative approach inevitably builds long-term relationships with clients and develops trust and loyalty that leads to increasing development and expansion into emerging markets. Shalini is responsible for the strategic direction of the North American Client Success division, starting with the onboarding phase and carrying into post-implementation and account management. Holding a bachelor's degree in Public Administration from Florida International University, Shalini is known for understanding clients' needs and providing innovative solutions that match their desired goals. Shalini will be servicing the account on an ongoing basis. Carmen Donnell, CAPP. Managing Director, North America Carmen brings 15 years of parking, transportation, and mobility industry experience alongside a keen interest in relationship management. Carmen is a respected sales leader and an active participant in many industry organizations. As such, Carmen prides herself in viewing parking solutions from the client's perspective. She has the knowledge and background to customize operations to serve any need. Recently promoted to Managing Director of North America for PayByPhone, Carmen is responsible for functional aspects and members of the Commercial team in the US and Canada. This includes Sales, RFP, Marketing, Implementation and Client Success groups.Working closely alongside the Chief Client Officer, and other PayByPhone operative departments, Carmen's top focus is to deliver results that are aligned with PayByPhone's overall growth strategy and ensuring that the clients are happy, all while creating a team that promotes personal and professional growth and development. 10 T+1.866.783.7787 E sales@paybyphone.com W paybyphone.com paybyphone USA-Canada-UK-France-Switzerland-Germany Jonny Combe, President, and CEO 711 Jonny joined PayByPhone in 2018 from the BMW Group, where he spent 12 years in senior management roles. He spearheaded the UK Digital and Innovation Programs and pioneered the birth of the award-winning BMW Innovation Lab. At PayByPhone, Jonny leverages his inclusive and engaging leadership style to drive a winning team mindset globally. Before being appointed CEO in 2022, Jonny led PayByPhone's expanding corporate portfolio in North America and Europe, and was UK CEO from 2018 to 2022, driving massive growth in the market. Jonny is passionate about how PayByPhone and parking fit into the wider technology ecosystem. Anthony Cashel, Chief Client Officer Anthony Cashel is PayByPhone's Chief Client Officer and brings more than 15 years' experience in the automotive industry. He also sits on the British Parking Association's Technology and Innovation Board. Anthony oversees the day-to-day commercial aspects of the business, safeguarding the company culture, leading, mentoring, and developing all staff in Europe and North America. Anthony will spearhead the development and execution of PayByPhone's growth strategy in on- and off-street commercial parking and successfully expand into new markets that align with the company's international growth strategies. 11 T+1.866.783.7787 E sales@paybyphone.com W paybyphone.com ;;; paybyphone USA-Canada-UK-France-Switzerland-Germany Nigel Carroll, Chief Technology Officer liirill) iglhiap Nigel is a business-oriented, decisive technology leader who has been building ecommerce solutions since 2001. He built his global delivery track record leading teams through multiple U$50 million plus change portfolios during 20 years at HSBC, RBS, and IBM. Over the last 10 years he has held leadership roles in start-up and public sector organizations. He is a change agent with experience in strategy formation and execution, banking, digital channel enablement, and multi- site delivery. As PayByPhone's chief technology officer, Nigel leads the global Development organization, focusing on product, people, and technology. Nigel will be on hand in an advisory capacity throughout the project's term. Jessica Britton, Director, Product Marketing r +. t # .- • Jessica Britton is an accomplished marketing, communications, and business development executive with many years'experience in her field. She is passionate about enterprise growth and bringing product value to users and clients. As PayByPhone's Global Product Marketing Director and interim North America Marketing Communications Manager, Jessica develops and maintains the overall North American marketing strategy to increase adoption, usage, and reactivation of users on a large scale. She also develops the overall go-to market strategy for PayByPhone products and services on a global and regional level. Jessica is accredited with creating a business-to-business marketing presence for PayByPhone from ground zero quickly, thereby earning her a directorship role. Challenging the status quo and forging long-term relationships with key partners, clients, prospects, and departments, Jessica strives to go above and beyond to add value and growth to the parking and mobility industry. Jessica will be hands-on during project launch. PayByPhone will provide a variety of professional services,which are included as part of the City's initial implementation and ongoing program. Each role is outlined below with a short description. 12 T+1.866.783.7787 E sales@paybyphone.com W paybyphone.com paybyphone USA-Canada-UK-France-Switzerland-Germany Below is a list of professional team member roles and their respective definitions within PayByPhone who will be directly or indirectly involved in the City's project. Sales Director: The Sales Director will work closely with the City through the RFP, negotiation, and contract execution stages. They will also participate in weekly calls during the onboarding process and work with the onboarding manager as needed. After go-live, they work closely with the City to grow adoption via in-person visits, which include go-live street teamwork and routine check ins. During this time, they work closely with the assigned Client Success Account Manager to ensure success. Project/Onboarding Manager: The Project/Onboarding Manager will work closely with the City to coordinate implementation needs and ensure the City meets its anticipated go-live date. They coordinate any third-party integrations that may be necessary and facilitate weekly meetings during the implementation process. Onboarding managers additionally provide training in advance of the City's go-live based on a mutually developed schedule. Programmer/Developer: Programmers and developers are utilized as needed based on integration needs during the implementation phase. Client Success Account Manager: The Client Success Manager will serve as the City's primary point of contact from go-live onward with an overall goal of answering questions the University may have, assisting with updates and changes as necessary, scheduling and conducting routine check-ins with the City, and measuring and driving adoption. Integration Specialist: The Integration Specialist will work with any third-party vendors to ensure all integrations are properly set up and tested. They collaborate closely with the Project and Onboarding Manager during the Implementation phase as well as with Client Success Managers when an existing client adjusts their integrations. Support Agent: Customer Support Agents work closely with drivers to ensure consumer satisfaction, assist with parking needs, and deliver top-notch customer service to drivers. Tester: During the implementation phase, a tester is responsible for running routine test transactions to ensure integrations are properly functioning and revenue is being processed as expected. Routine tests are also conducted on existing accounts as needed. Furthermore,the City's parking administrative staff will have a dedicated client manager to contact via email or toll-free number, between 8 a.m. and 5 p.m. PST, Monday to Friday. We can respond to administrative staff within 24 hours, exempting calls and emails received on weekends. In this case, depending on the complexity and urgency, a response is still usually provided on Monday. PayByPhone can usually respond to technical inquiries within 60 minutes. However,this is largely dependent on the complexity and coordination of the response to the appropriate groups. The process to trigger an emergency support issue simply requires the UNC Charlotte staff to call the toll-free emergency support phone number or email sys911 @paybyphone.com, providing the specific details of the issue. The following organizational chart illustrates the proposed personnel who will be involved in the performance of this potential contract. Resumes have been provided in Appendix 1 —Resumes. 13 T+1.866.783.7787 E sales@paybyphone.com W paybyphone.com paybyphone USA-Canada-UK-France-Switzerland-Germany Donny Comtne Daniel Ungar Preident&CEO thief Fmrlrnl Officer AIM Anthony Cashel Nigel Carroll Jessica Britton Chet Client Orrice CNN TecMoiogy Officer Director,Product Marketing MN I- Cannon Donnell Managarg Director. North Amend IgA:1171 NIS Sheiini Diaz Tente Trues'II Director.Client Success Senior Sates Director 14 T+1.866.783.7787 E sales@paybyphone.com W paybyphone.com Hi paybyphone USA-Canada-UK-France-Switzerland-Germany TAB 3 System Capabilities 3.1.1 Provide a detailed description of the system being proposed and its functionality. The PayByPhone app, already utilized by drivers within Miami and the surrounding areas, is compatible with iOS (including Apple Watch) and Android mobile devices, is simple to use and very dynamic in what it delivers. No hardware or network requirements are needed to operate the app. Put to the test, our well-known and top-rated app (800,000 five-star reviews globally across all platforms; 4.9 out of a five-star rating in iOS app store, America) will show how simplicity and convenience streamline the parking payment process for the driver and increase the City's revenues significantly. Parking transactions can be completed in three easy steps. / • • M♦ 0 lM ••OW• ii..r♦ qNW / •. _ —`{ 4— Cfioasr Duration cwn< sraa.,N n...r•..•...,1 a...o�- mOM�we A• ryp�pti 1 ® I.AL.rc , i Caro w'r•+• MY C .._ ... . ...,,, .i C............ 1. Enter location# 2 Enter parking duration 3. Choose payment method To make a payment or create an account (optional), the driver enters their phone number, email address, license plate number, and credit card number. The system accepts payments in Visa, MasterCard, Amex, Discover, Google Pay, Apple Pay, and PayPal. Implementing the PayByPhone app means the City will always have the latest and greatest features and capabilities that come from partnering with clients from around the world to innovate parking. Additionally, our partnership with tech titans such as Apple, Google, and Amazon allows us to constantly scale and improve our solution. For example, Apple Watch users can extend parking time from their wearable;Amazon patrons can tap into Alexa from within their car to begin a new parking session at their desired spot and location; and drivers can leverage voice assisted technology such as Sin to pay for parking and extend their parking session using Shortcuts in the language of their choice. 15 T+1.866.783.7787 E sales@paybyphone.com W paybyphone.com ..w pay ",; "lone USA-Canada-UK-France-Switzerland-Germany Coto .e• Patk me at work ID Add to -rr,v'a. ^werwwrr�r>•r Mon l.q wwgt16... •.- M Mftet.0e ,,.n.ter 1 ie..-e• 1 w� MltlLlfl� •••••trr/81 • tewnllt.I.W 0 tnw.ww011 D PM. *1.1111110 Our app can be localized to support the City's language of choice. We support at least 12 region- specific languages for the Web app and display whatever language the driver's phone supports. 1G23e •» { Cho 1 16at«.<, V 621e0 11 al:x a t0D[6A fl t00/EA �• I r r C6t>t.t ewr eM.. 5t.to..•..r,.qu• Ywt.D.t<•a.w.on 4h11�lusb CMw.x.t Y du.. .rem r ew.elew a r..Irrr 45 45111•IKF Dun.mI••w••• AwwIzl...voo-1'.. tlw e.Iriye de tte.liC0pb '�2 honk Ma w.-eAOPnt SWAIM* " ownauwA' Our flexible rates engine, hosted in the cloud-based PayByPhone Portal, gives the City complete control into how it configures and controls its rates. Our rates engine supports the complete pallet 16 T+1.866.783.7787 E sales@paybyphone.com W paybyphone.com paybyphone USA-Canada-UK-France-Switzerland-Germany of pricing structures including tiered, dynamic pricing, and even allows for event rates. All these features are available as self-serve. A wide range of policy formats can also be set up in the rates engine, from establishing time duration to enforcing parking restrictions. Below are examples of the self-serve rate portal, which provides the ability to adjust your base schedule or set up a temporary override as well as our session tester, a PayByPhone exclusive feature that allows you to test your rate settings before going live. a Base Schedule Active Tiered rates(Extend as)'T - Nen session A:Conin0005 Sess10n Short-term Rates Oam e.O. xe yr!OA — 194 IF4.440040 +oar.ai naa�a. MO to We In Fr Sa Su Mot • 0000 0000.1 tfllp Y1.00 1Hr Mill C None' + S4.00 Stirs AIM c MO Jests 161tn c S10.00 24mrs ha, r +Nice tter +AM.t RAW PPlkorl Short-term Restrictions 0 Parking Session Tester Oate park starting at 9:00 AM nor 2 Hours on Monday 2020-07-27 O 611111111111. Stan tole Ulnas 09:00 AM 0 0 W Wnan Stay-l haws Duration 2 Hours• Ne Pad include ORE quote for reference Clear aro Pa, .003 Iran I)m +.CO "00 300 eau >tw eau t00 400 AAA Am AM AM AM PM PIA MI PM PM MIA PM PM PM PayByPhone's solution is designed to seamlessly integrate with all common enforcement hardware and software vendors. Some of these include Civic Smart, Complus, Conduent, Genetec, gtechna, iParq, IPS, MacKay, NuPark, T2Systems, Turbo Data Systems, VenTek, and Vigilant Solutions—among many others. The following is a snapshot of our partners offering enforcement, license plate recognition (LPR), and pay station solutions. 17 T+1.866.783.7787 E sales@paybyphone.com W paybyphone.com iii paybyphone USA-Canada-UK-France-Switzerland-Germany Integration Partners - 4 r, , . , _ Crkhae g CivicSmart, <.7'« �� ‘,... • _ /P5 thew Antal 41. Wot UNDMINIU.LOT . TAZY I: Gene.`ec c'techna tb PALLS ..tMc MSri nM NuParknu ' ,s."�,,�,..,. 00:59 It,. t':r{-r,o 1 A,T c.iulncan • ` M S 'BIRD U 11i 14.58 . u S.,AI•S I4.iA S'I 11,41,2010 enT OWINIPARK f o' 14:58 i WON E.ae l2nLt Cli ... and more! CONDUENT sip,COMPLUB Part of what makes PayByPhone a successful adoption story and sets us apart from our competitors, is access to our customer support service. This free service (utilizing a local rate telephone number) connects the driver to a live agent who can set them up with a PayByPhone account should they experience any issues doing so themselves. The customer support line (available in English, French, and Spanish) also addresses questions and escalates technical queries. Underpinning it all is our PCI-DSS Level-1 compliancy, which we've maintained ever since being accredited in 2008. PayByPhone can support different rate structures for different profile types through the optional PayByPhone Rights and Rates feature. During COVID-19, PayByPhone's Rights and Rates feature was used by municipalities to waive parking fees for healthcare and other essential workers as well as remove the maximum stay restrictions for these drivers, thereby allowing crucial services to continue uninterrupted. The Miami Parking Authority (MPA) and the City of Fort Lauderdale have utilized PayByPhone's Rights and Rates feature to provide discounted parking to residents. These resident discount programs with the MPA encourage drivers to seek local options for shopping and entertainment, and with the discount only being eligible when paying for parking through the app, residents experience a truly contactless payment method while remaining connected to their City. Additionally, the resident discount essentially works like an added "tax" to all visitors to the City since non-resident license plates do not receive a discount. 18 T+1.866.783.7787 E sales@paybyphone.com W paybyphone.com in paybyphone USA-Canada-UK-France-Switzerland-Germany Free Parking Free Short- Term Parking City Staff Commercial Vehicles Accessible Discounted op 4 Parking locations Residents Accessible 8 Visitor Parking Discounted v trio Discounted Parking Motor• Health Care Parking& cycles Workers no Max-Stay These are the features unique to PayByPhone innovation: Dynamic white label —Dynamic white labeling changes the way drivers see the City's parking landscape. This add-on service allows the City to customize the home screen real estate by highlighting its brand, promoting local events, or celebrating national and regional holidays. Leveraging this service gives you a powerful new marketing tool to help enhance your brand recognition, build goodwill among drivers, and potentially create a new revenue stream for your parking operations by offering to promote local festivals and cultural and sporting events, as well as corporate partnerships and local businesses for a fee. Enable this add-on to maximize visibility of your locale each time a driver interacts with the app. f • on. .... . • •4• ..- M • _ »17 II • d BM Obrphon• $ — ■Y•pNypnOn•.«a. .-.... .�._ / 1 ' 1 49m 32s ff. M Ae you loony , .01*p nyou.wrMWra • } Flatten �f , •. -_ the curve. 3 M v To p,• nt the.po d of - COVID•19,proctk•social atbncn g and•ffectlr• GAME DAY' ti + two......a........a...n San Dago Padr.. los Ar,9.ym Dodgem I Pride Parade ' 1 August 4",2019 I ) . ... 1' T+1.866.783.7787 E sales@paybyphone.com W paybyphone.com paybyphone USA-Canada-UK-France-Switzerland-Germany "Alexa, ask PayByPhone to start parking"—PayByPhone's integration with Amazon takes the in-car parking payment experience to another level and brings mobility as a service (MaaS) into sharp focus as a value add to any City looking to progressively streamline its technological outreach in parking services. Amazon Echo Auto connects to Alexa using a mobile device and plays through car speakers via Bluetooth or auxiliary input, allowing the driver access to over 90,000 skills. By enabling the skill and connecting their existing PayByPhone account through account linking, drivers simply say: "Alexa, ask PayByPhone to start parking" to begin a new parking session at the desired spot and location. "Hey Siri, park me at work" —PayByPhone has enhanced the parking experience, leveraging voice command technology to offer complete hands-free mobile parking. Voice assisted technology offers a safe and convenient way to transact throughout the parking journey. Drivers in all PayByPhone regions can use the iOS app, Siri to pay for parking and extend their parking session using Shortcuts in the language of their choice. The supported languages are Dutch, English, French, German, Italian, Punjabi, Simplified Chinese, Spanish, Traditional Chinese, and Welsh. Once configured, paying for parking is as simple as saying "Hey Siri, park me at work." LIEITET6'Madda3 "Park with PayByPhone" Optionally, drivers can create a Siri Shortcut through the PayByPhone app, or through the Apple Shortcut app. The default phrase is "Park with PayByPhone." This Shortcut guides the driver through a series of steps to start a new parking session. Drivers can create as many variations of a voice command as they wish, for example, "park at work," "park at the gym," or "park at school." Drivers can voice-command using either their phone or the technology in their car to activate Siri. • On the phone • The driver doesn't have to unlock their phone or open the PayByPhone app to park with Siri. They simply interact with Siri on their device or complete an entire parking session using only voice commands. • In the car • A driver can pay for parking, extend parking, or get information on an active session by pressing the steering wheel voice button, or simply say"Hey Siri"followed by their Shortcut. Push notifications—Along with in-app messaging, PayByPhone's push notifications maximize driver engagement and retention, which help drive adoption rates in the City. Based on the geolocation of the driver, PayByPhone uses a real-time push and email engagement tool with built-in analytics. This allows the City to engage drivers with transactional, promotional, and service-level messaging on a segmented audience basis. Notifications could include items such as parking bans, snow emergencies, or parking changes during City special events or sporting events. 20 T+1.866.783.7787 E sales@paybyphone.com W paybyphone.com paybyphone USA-Canada-UK- France-Switzerland-Germany • — 20. , I 4P: Pay-by-License Plate—The versatility of the PayByPhone app is such that it allows drivers to register multiple vehicle license plates with an active account and then to choose which vehicle's license plate to use when initiating a parking session. Images of a vehicle and its corresponding license plate help to identify the correct license plate, especially when more than one vehicle is linked to a PayByPhone account. Prior to implementing this complimentary feature (adding the imagery), 20 percent of all service tickets created were related to drivers "parking the wrong vehicle." With this visual cue now assisting drivers to select the right vehicle, the percentage of tickets opened for this issue has since averaged eight. This is a true testament to the success of this seemingly simple user feature, and also reiterates PayByPhone's mantra to create a better parking experience for all. Select a vehicle Please confirm the vehicle you'd like to park at this location ODadso7SWKCar ABC123 " VW Bug Add new vehicle Prompt me to choose my vehicle O every time Dark mode —The PayByPhone app is available in dark mode for both the iOS and Android platforms. Dark mode reduces a driver's exposure to blue light at night, which is disruptive to sleep. 21 T+1.866.783.7787 E sales@paybyphone.com W paybyphone.com !!! paybyphone USA-Canada-UK-France-Switzerland-Germany I owigillp A MC It 3:17 PM '1 . '0..... $0.70 .:it .) IIIIIIIIF Park Until —PayByPhone's Park Until feature allows drivers to specify when to end their parking session. This means drivers won't have to estimate the duration of their stay nor will they have to return to the meter to add extra time. The feature is a continuation of PayByPhone's seamless, contactless parking experience. The Park Until feature contains built-in respect for all existing parking rules. In other words, drivers who select Park Until while parking in an area with maximum stay times or defined No Parking Periods won't be able to select times that violate the in-place parking restrictions. This feature will also automatically extend (at no extra cost) to the end of a non-chargeable parking period if a driver initially selects an end time outside of chargeable parking hours. • _ I- er.waw.w •«� �__ y 21 dr.n.,..w•:•a r,.,.«...,. . , 1 .-;;.r 1P1MM Nt0! QR Codes- PayByPhone supports QR codes. These codes can easily be added to signage and decals. Once the OR code is scanned via the driver's mobile device, the application will automatically launch, and the driver can easily download the app if they don't have it already or complete their session if they are an existing PayByPhone user. 22 T+1.866.783.7787 E sales@paybyphone.com W paybyphone.com ;;; paybyphone USA-Canada-UK-France-Switzerland-Germany Guest Parking - was a first-to-market feature of the PayByPhone app. It's an appealing feature because it lets drivers use the app without necessarily installing and registering for it. Through the Guest Account, drivers enter a location code, parking duration, and license plate number on a mobile supported website. This feature particularly appeals to drivers who are a one-time park- and-pay customer. Guest Parking is known to have increased usage of and loyalty to the brand across multiple cities. This in turn has resulted in guests converting to registered customers. Extending time remotely—PayByPhone can notify the driver via an SMS alert that their parking session is about to expire. It allows for the extension of time, provided the additional time purchased does not exceed the maximum time allowed for that specific parking space. Nearby locations and maps — Maps is a great way to visually understand parking at a city level, encourage driver adoption of digital parking, and reduce traffic by empowering drivers to plan for parking ahead of time. This feature is an intuitive way for drivers to find and enter their location number. In so doing, drivers avoid entering the wrong location number and save time looking for parking options. Occasionally, drivers may pay with cash to start their parking session and then may want to extend that session. Maps enable drivers to find the correct location number instead of rushing back to their vehicle. When location services are turned on, drivers are able to visualize parking locations around them or wherever PayByPhone is available. Drivers can also interact with the map to stay informed of hours, restrictions, and accepted payment methods. Combined with Nearby Parking, Recent, and Favorite locations, PayByPhone makes it easier than ever to park. 7 a owe** *A,AM WM. 7MF.A1�01 0 ^ wa• I is ttY l". Y t 11��qq• R Mum Beach111A ■! ._.._.__ft} 1 1 _. t• Ste toV.s O ; rK• di l/.,a,.� �v YD ,at�' � WQiQ1 ;r, KO RQ itea d rfi Q meta • ma ...per:. qp,. ©. O •1 spy,MAT .. I //J J Apple Sign In — For a much faster onboarding app experience, drivers can use Apple Sign-In to register and log into the PayByPhone app. Apple Sign-In enables drivers on the iOS platform to register a new PayByPhone account or log into an existing account using their Apple ID credentials and biometric authentication on iOS (Face ID and Touch ID). This means no need to enter an email address or create a password. The feature also offers more control over privacy with the hide my email option. 23 T+1.866.783.7787 E sales@paybyphone.com W paybyphone.com paybyphone USA-Canada-UK-France-Switzerland-Germany _ Paybvphon:I n«.% *s m ,x« VYNfMM to Per flPhory, Do YOU wnt M Nqn N IO PmyOyPhOM WU1 KW MOM ID 11110 W 4UprtlprMW4Amiil corm'? Slur*M/Erna, HOC YYt�YI e •Sqn 1n with Applo ..aw,...aw+w..a ParkEnforce—A complimentary solution to check mobile payments for your enforcement team. While PayByPhone specializes in integrations,and we can integrate with the enforcement solution of your choice, we offer our own enforcement app, which allows your enforcement team to verify payment activity by license plate or location number and is often viewed as a backup enforcement tool for operations. Entitlements by Location aVG 111111 . Ewa Sim -TrWw. � 17:11m .W.TI.aw non . an.n1V OWY]gym YT�1914 . Adjust rates independently and in real-time —Our flexible rates engine, hosted in PayByPhone Portal, gives you complete oversight into how you configure and control your rates and variable rate structure, even allowing for dynamic pricing and event rates.You can personalize rates based on driver eligibility and permissions, for example, residents, disabled persons, or car shares. Our preview feature, called the parking session tester, lets you preview the rate and restriction schedule prior to these going live. This allows you to quickly identify and eliminate errors before deploying complex rates and restriction schedules. A wide range of policy formats can also be set up in the rates engine, from establishing time duration to enforcing parking restrictions. 24 T+1.866.783.7787 E sales@paybyphone.com W paybyphone.com paybyphone USA-Canada-UK-France-Switzerland-Germany PayByPhone Portal —Our cloud-based PayByPhone Portal is your mission control center where you're empowered to customize parking rates and schedules, view data analytics, and call up reports—all self-serve in real-time. This rich source of data information can be mined for the visually appealing, true transactional value of the PayByPhone app. The dashboard showcases key performance indicators (KPIs) that reveal insights into parking behavior, identify overutilized/underutilized parking locations, and visualize parking revenue trends. As well, the administrative PayByPhone Portal allows you to generate comprehensive reports at any time and see useful data on everything from daily operations to transaction details. ee• 8 awTn9 + (• C` 66ckolfla.CgbyW'l1..03R'CxkMOca000...94 O01535 eoalw9 Lf paybyphone ,.ono.,. .�,•• 6.,01 La.s.l 0 •%O vow. 03 sawn MyP,w y.Af i +.1!c,Mn<.WMY So$ Reporting �.., N.0w6 From To Coy of ABC $ Ae v45M1of 0 .5$ Tome..s A11pLa2,.aoa ® h Qom 2.2W1 p ✓•Nr,0,1ar..n 6.ec0.ee frunel..am O00a 0001100 13 Aug 2020.'1'WOO AM 0.04300 CSV Sch0000 Mit nO 01 109. :'1.' .aye1-,1 1r.1aaO1m Mr, e.I^re er0ep „C.0.1,a,�a -+00 loans ..pm .10 101 1.•1 Calalary • m fer.. A.11e,r.1 Wag, Cwa1r 2l.../ 1s �116 etll ' 01u6N1 MA 20:000W e00,031/2 111637011 In 033 Any report can be a Sn6 LOIN .30 Export via t:SV scheduled and "Ape MA 2020000, e06amon to Excel 0x o, 0en .11 :23 - emalled to you g0r112M 661. 20WO131,02 600331306 6344,0112 416 • 036 000 000 ,,00010 Cfyd 0,20 Lail 00 t6 60C 101r,•011, NSA 2020E10:0 606140006 63I011012 430 4 015 000 000 3522X03 Ufa 3200 3.10 AS •1[ 00.100 3014101104 0 2W200692 101110313 0 44*3161 235 2 035 000 000 2010101• GryM 6,111 Lai 16 30 •6G This self-serve backend platform gives you complete control of your parking operations. It supports different levels of access depending on your employees' administrative rights. With many configurable options, you can set up accounts, book and end parking sessions, process refunds, and search for any active (or historic) parking session via the driver's license plate number, telephone number, or last name. The PayByPhone Portal dashboard showcases key performance indicators (KPIs) that reveal insights into parking behavior, identify overutilized/underutilized parking locations, and help visualize parking revenue trends.The platform also allows you to generate comprehensive reports at any time to view data on everything from daily operations to transaction details. You can even schedule these reports to run at regular intervals and be emailed to you. For audit purposes, PayByPhone logs the details of the City's employees' interactions with PayByPhone Portal by activity, date, and time. We log the details of the parking enforcement officers' activity too, so that we can assist the City in responding to disputed parking citations. 25 T+1.866.783.7787 E sales@paybyphone.com W paybyphone.com ;;; paybyphone USA-Canada-UK-France-Switzerland-Germany Start parking Customer 6047270431 11.II session remotely 1.1_ara•o r.e {:rry.� tiYw Mea'Eele aar+i +rAleer•e•0r .. Or. • Oro"taro Pamer• Wy,►OI OD tkseaN M.c..of comm.rs A.nT, ^,N.'.--.., 41r5foe4fOt N..,wr••w.w.mla a raft,. SC.41.r• 0 tar '®w tw Seer... ..... T�f a 04~ a IIY 'Mas Mr•c seer sY•• !� w• fa a I',amo OO WM NWT Lammete VaN.. .r..r M MOM Refund parking .aw..�. .,.... NNW WO I00.are Mwrma ,.a.. 111.1 session MOW.Pee sass..yef tumor Dow MAIM Sven...,moo. «.M,w terror IA A.AM ul Se e...s..Wu sob,In W.Nr eel Sens. PayByPhone Reporting includes all reports that are needed for your finance department, parking studies, and reporting to management. Reports generated include: • All Payments Individual Transaction Detail • Daily Deposit Summary • Deposit Individual Transaction Detail • Parking Credits by Member, Date, and Lot • Parking Sessions by Date and Location • Refunds by Account • Revenue by Region • Revenue by Region Location • Usage by Location Detail • Usage by Location Summary Reporting Client Report From City of ABC 3 All Payments Individual Trans.-tan Detne . Augua 1 2020 0 All Payments Indredna Transaction Deter a records bound.Rapurl data updated:13 Aug 2020 I 1 IS 00 A Daly Deposit Summary Payment Psvmm',Whorl 1 Permanl Tr•nssat.en Pendim Somber Region P•y8v0000. CWnI Category Dat• ID 5••Ybn IO Deposit Individual Transaction Dated 11 Norm LurMion ID L01 ID PAYMENT VBA 2020Ndp' 6061 BSt8e ..5I61T Perking Geodes By Member'Date And Lot 3 123913 City of sic* LOIN Ce s6 ABC Packing Sermons by Date and Localron. PAYMENT -SA 2o000Sp1 606225e10 sale {a615e6 Cry or sass POt T2 23 ABCRefunds By Account PAVMf NT Vey 2000/tW02 N0113,141.4 18385,0 CO,of 5120 1001 °y Revenue by Regan ABC PAYMENT Available fts.ou'e•' a emus tetra slur LOIN Revenue by Regan Locaan ABC Reports PAYMENT Te mI Enure./ atralMertre 13 604663rs' Ys5s5t° Pry or 511° LPIi rete Usage By Location Detail ABC PAYMENT NSA 2020,06,02 I1011382840 aa°eewr i Usage By Locatan Summer A'924951 ON of SET) us C 1t r ABC 26 T+1.866.783.7787 E sales@paybyphone.com W paybyphone.com ::: paybyphone" USA-Canada-UK- France-Switzerland-Germany Our reporting engine is located on a separate server that is optimized for reporting purposes, allowing even large datasets with over a million data points to load within moments. Customer support— Part of what makes PayByPhone a successful adoption story and sets us apart from our competitors—is access to our customer support service. This complimentary service (utilizing a local rate telephone number) connects the driver to a live agent who can set them up with a PayByPhone account should they experience any issues doing so themselves. The customer support line (available in English, French, and Spanish) also addresses questions and escalates technical queries. [ _ :-. Mobile Consumer App+Web Website 0 IVR Cali Center Driver Support Services Reminder to complete — Reminder to complete is a message that pops up if a parking transaction has been started but not completed. This unique feature stems from in-depth analysis of driver behavior in real situations. This point of detail is a good example of the constant refinement and enhancement to the PayByPhone service thanks to its many international deployments. Hi PAYBYPHONE now Parking not started You closed the a m pp without confirming your parking. Was this correct? We provide a unique, localized marketing program that runs throughout the year. For maximum success, we submit a marketing plan for the City's input and approval prior to launch. This plan is then revised and improved upon each year, with key data insights and performance metrics, to ensure all learnings can be applied, thereby helping to increase adoption and usage. 27 T+1.866.783.7787 E sales@paybyphone.com W paybyphone.com El paybyphone USA-Canada-UK-France-Switzerland-Germany You could win a ,SO (lift card to one of many Miami restaurants! I ' F9 4; pay - phone Figure: We Are Where You Dine Sweepstakes, Miami, FL, 2020. s'. hr, n, 4/ • ....?? _. • te . \ - `f r f' Support local .,- this year, and leave the if. parking to -/, PayByPhone! Figure: 2020 Seattle holiday campaign. PayByPhone Business means one convenient payment method for fleet parking, with expense reporting made simple as parking transactions are billed to one account and consolidated into a single report. Fleet managers can manage and verify parking expenses from any device, and only authorized drivers and vehicles can use the business payment method. 28 T+1.866.783.7787 E sales@paybyphone.com W paybyphone.com paybyphone USA-Canada-UK-France-Switzerland-Germany PayByPhone .}., PayByPhone On Demand App Business Portal Reporting p • PayByPhone Business brings a fleet's parking under one easy-to-use, centralized system, so fleet managers have visibility over all parking activity in a simple solution —one app and one interactive dashboard. The PayByPhone Business solution is scalable, so there is no limit to the number of drivers and commercial vehicles a company can add to the system. Fleet managers can add, remove, and authorize drivers and vehicles easily. Payment can be made from one credit card for maximum simplicity.And for added security, once a driver or vehicle is deleted, the associated business payment card will immediately be unlinked from that driver's PayByPhone account, safeguarding the business account. In addition, PayByPhone has the ability to offer adjusted rates to a limitless amount of user categories: • Commercial vehicles by classification/type • Healthcare workers • Telecommunication services • Service providers • Non-profits Benefits for fleets: • Save time by automating processes. • Stay on top of parking fines by equipping drivers with an app to pay and extend parking. • Visibility into parking expenditures and activity: locations, dates, frequency, cost • Remove the need to submit individual parking expenses. • Access consolidated reports to reconcile transactions. • Self-service management of business account Benefits to the City: • Increase compliance. • Increase revenue. • Insights/data —know more about where commercial fleets are parking. • Control • Reduce abuse. • Seamless enforcement 29 T+1.866.783.7787 E sales@paybyphone.com W paybyphone.com EH paybyphone USA-Canada-UK-France-Switzerland-Germany City of Aspen, CO The City of Aspen has been a pioneer in the parking industry, being one of the first adopters of mobile parking payments. Aspen has actively and closely worked alongside PayByPhone since 2008 building opportunities that help promote the service to residents and visitors. Over the years, Aspen has increased its parking rates and, as a result, created a program for commercial fleets conducting business in the City. The program offers discounted rates to approved commercial vehicles; however, the management of this program was very labor-intensive for the administrative and enforcement teams. Aspen was seeking a digital, seamless solution for its already well-received service vehicle program. With increasing compliance and revenue as a goal, it was an easy decision to introduce PayByPhone Business to commercial fleets. A collaborative effort was developed to ensure fleets was a smooth onboarding onto the PayByPhone Business platform.Our Rights and Rates feature was incorporated to offer adjusted rates to approved fleets. The approved license plates are identified as a commercial fleet and the app displays an adjusted rate. With the roll-out of PayByPhone Business, our Client and Customer support teams were able to streamline this program, and as a result, the City has seen a reduction in administrative tasks. Our already existing integration with the City's enforcement provider continues to offer consistent enforcement. The transition to PayByPhone Business was smooth. The app has been embraced by the City's commercial fleets, which have reported back this is convenient and easy to use. Collectively, the City of Aspen and PayByPhone continue to provide support to local Aspen businesses. A truly symbiotic relationship. 3.1.2 Include information regarding enhancements or additional modules expected to be available within the next year, including a software refresh schedule. Partnership for mutual success is a mantra at PayByPhone. Our long-term partnerships result in the highest adoption rates in the industry—a metric that helps define project success. PayByPhone's mobile payments account for greater than 50 percent of parking revenue for many of our clients and greater than 90 percent for some of our key clients. These high adoption rates are because PayByPhone provides ongoing promotional support to the City to accelerate driver adoption. As well, the nature of PayByPhone's service as a single, globally available app helps boost adoption rates because drivers will often already be familiar with the app from their use of privately-owned off-street lots that feature PayByPhone. The single, globally available mobile app means that clients will automatically benefit from enhancements that we are constantly making to the platform without incurring additional and costly "app upgrade" fees. At the same time, PayByPhone's optional dynamic labeling feature enables clients to provide a locally relevant user experience for City drivers. As a SaaS company, PayByPhone performs continuous refreshes using a continuous deployment model. Please see images below regarding work recently completed by PayByPhone, plans for this year, and a timeline of development. 30 T+1.866.783.7787 E sales@paybyphone.com W paybyphone.com HE paybyphone USA-Canada-UK- France-Switzerland -Germany 2022 2023 • Site Reliability manager hired • Graduated On-Call Process(Shadowing) Further 1 FTE on Site Reliability • Bi-Monthly On-Call Bootcamp trainings • Monitoring/Alerting Improvements/Additions Code Deployment audit/improvements Red Alert Monitoring modifications/additions •• Release Warranty Procedure Event Orchestration implementation • On-Call rotation schedule changed to 7 days New Disaster Recovery Plan • Incident management process/mitigation process Expanding SRM/SRE • Globalized Platform Visualization dashboards (SRM) Service Excellence Council(Led by SRM) • Detailed Incident reporting and analysis Migrating out of local data center to AWS(next slide) ii! paybyphone \') th. ,l �. a 0 T vim' t. 0 llJ _J Assess Mobilize Migrate&Modernize 1. Assess the resources 1. Create a plan and schedule i:� 1. Modernize Architecture EI 2. Define scope of work 2. Engage teams!:] 2. Monitor Migration E 3. Determine technical requirements2l 3. Begin mobilizing is l 3. Test and verify 4. Better reliability,observability.performance PayByPhone Timeline II.ID VOLKSWAGEN ::: \�/rI 101 FINANCIAL SERVICES a 2000 2011-2012 2015 2016 2018 2019 PayByPhone NFC Technology Original Apple "Park Until' Ski and Shortcuts was Founded Installed Watch Partner VWFS Acquisition Feature Launched C\ pay .phone I' .H:g ill aws 2020 2021 COVIO-79 Response PayByPhone 2021 2022 2023 2023 'Go Contaclless Business Rights&Rates Validations PayPal Integration AWS Migration Launched i paybyphone 31 T+1.866.783.7787 E sales@paybyphone.com W paybyphone.com payk:: Y'Phone USA-Canada-UK-France-Switzerland-Germany 3.1.3 What is your level of commitment to continuous system improvements (upgrades), expansion of system capabilities and providing client support? PayByPhone's commitment to continually innovates to keep abreast of consumer and client needs has and always will be a top priority--one of the reasons we are the most used and loved mobility parking payment app in the world. We are dedicated to offering drivers a host of features that facilitate a contactless, frictionless, and enjoyable parking experience. We know that by implementing our solution, the City will always have the latest and greatest value add features and capabilities that come from partnering with clients from around the world to innovate parking. Expansion requests must be evaluated for scoping to determine feasibility. City administrative staff will have a dedicated client account manager to contact via email or toll- free number, between 8 a.m. and 5 p.m., Monday to Friday. We can respond to administrative staff within 24 hours, exempting calls and emails received on weekends. In this case, depending on the complexity and urgency, a response is still usually provided on Monday. PayByPhone can usually respond to technical inquiries within 60 minutes. However, this is largely dependent on the complexity and coordination of the response to the appropriate groups. The process to trigger an emergency support issue simply requires City staff to call the toll-free emergency support phone number or email sys911@paybyphone.com, providing the specific details of the issue. 3.1.4 Describe user interface capabilities, including remote and mobile access. The PayByPhone solution supports least privilege and role-based access controls. Drivers access our mobile app or website to initiate a parking transaction. Users of the solution with access to the PayByPhone Portal can view/manage parking inventory, rates, and transactions based on individual, independent access authorizations assigned per user. This is assessed in our annual PCI-DSS and SOC 2 Type 2 assessments. 3.1.5 Provide a complete description of any client-side technical specifications and/or hosting requirements for the platform proposed. PayByPhone is a SaaS solution. Access to the PayByPhone portal will require authorization by the City and credentials for each authorized representative. The Cities staff will require an Internet connection and a modern browser (i.e., Chrome, Firefox, Edge) on a workstation or laptop. There are no hosting requirements for PayByPhone's proposed solution. 3.1.6 Identify any third-party software required to provide the functionality required by the City. PayByPhone is a software as a service (SaaS) solution, therefore, no IT hardware or third-party software required to deploy the app as outlined by the City and acquire functionality. An API integration with the City's enforcement provider(s)will be necessary to ensure a seamless flow of payments occurring within the PayByPhone app to enforcement devices, but this will not require a third-party software. 32 T+1.866.783.7787 E sales@paybyphone.com W paybyphone.com ; m paybyphone USA-Canada-UK-France-Switzerland-Germany 3.1.7 Describe the customer registration process for the proposed Mobile Parking Payment System, including whether pre-registering over the internet or other method is required for first-time users. PayByPhone supports a variety of options for drivers to initiate that first session via our services. These include both web and app options. Pre-registration is not required with both options using our guest feature. We accept a variety of payment methods including Mastercard, Visa (debit and credit), American Express, Discover, Apple Pay, Google Pay, and PayPal. Our app enables drivers to pre-purchase parking outside of designated parking hours. Our rates engine always calculates the lowest possible rate, which means the driver will never be charged for free parking times. Our list of options are outlined below: Guest Parking was a first-to-market feature of the PayByPhone app. It's an appealing feature because it lets drivers use the app without necessarily installing and registering for it. Through the Guest Account, drivers enter a location code, parking duration, and license plate number on a mobile supported website. This feature particularly appeals to drivers who are a one-time park- and-pay customer. Guest Parking is known to have increased usage of and loyalty to the brand across multiple cities and has resulted in guests converting to registered customers. This feature is available on the Web and the App. Direct Registration - Drivers may choose to directly register for a PayByPhone account within the app or via the Web. The user's phone number serves as their account number for quick and easy registration. Only a phone number, email address, and a selected password is required to create an account. This feature is available on the Web and the App. Facebook Sign In - New users may choose to utilize the "sign in with Facebook" option to skip full account creation utilizing their Facebook credentials for quick sign-up and log-in. This feature is available on the Web and the App. Apple Sign In — For a much faster onboarding app experience, drivers can use Apple Sign In to register and log into the PayByPhone app. Apple Sign In enables drivers on the iOS platform to register a new PayByPhone account or log into an existing account using their Apple ID credentials and biometric authentication on iOS (Face ID and Touch ID). This means no need to enter an email address or create a password. The feature also offers more control over privacy with the hide my email option. *43• .l 646. Ea pay phone row, I ` Appic ID ,t. oo you want to vqn in to Paoevcnora w.v+ vow Apple tO 'mcnashslpmond04avna+corn"? Snare A'y Erna' MEM 'lade MY Ems • •Seyn Apple 11111111 33 . lone.com W paybyphone.com pay'oyphone USA-Canada-UK-France-Switzerland-Germany 3.1.8 Describe billing process. Web based invoices? Mailing out of invoices? Typically, transaction fees are invoiced to the City monthly and are distributed by email in the form of an invoice within the first few days following month end. 3.1.9 Describe the customer's enrollment process, including 24 hour availability, and local vs. toll free number registration number. The driver enrollment process is described above in question 3.1.7 (customer registration). Part of what makes PayByPhone a successful adoption story - and sets us apart from our competitors - is access to our 24-hour customer support service. This complimentary service (utilizing a local rate telephone number) connects the driver to a live agent who can set them up with a PayByPhone account should they experience any issues doing so themselves. The customer support line (available in English, French, and Spanish) also addresses questions and escalates technical queries. w Moen. Con•wrwr App•Web w•eut• IVR Call Center Driver Support Services 3.2.0 Describe your customer support services. Hours of Operation? Customer notification process? Ability to provide speedy and accurate resolution? Policy for addressing complaints? Ticket resolution? Please additionally refer to our response in question 3.1.9 for customer support services. PayByPhone uses Zendesk, the world's biggest cloud-based helpdesk solution, to track and manage drivers' support tickets. Tickets are received via the Web or our browser based on user input, and our full-time resolve is currently 1 business day for North America. PayByPhone is committed to quick and accurate responses to address driver concerns. We also use Zendesk's advanced analytics and machine learning capabilities to continuously enhance our processes around user satisfaction and performance. Additionally, we offer an in-app chat support service that's available to your drivers 24/7 to assist with questions. When a driver approaches our customer service team with a question related to a ticket(citation), we refer to parameters set in place with the City to determine our next steps and response. Based on these parameters, we may advocate for the driver with the City; however, PayByPhone does not have the ability to remove citations directly. 34 T+1.866.783.7787 E sales@paybyphone.com W paybyphone.com a m pay�}#.phone USA-Canada-UK-France-Switzerland-Germany 3.2.1 Does the system identify the car by the license plate or stall number? The PayByPhone system can support both pay by license plate and pay by space (stall) setups. 3.2.2 Is your mobile technology actively used in over 250,000 spaces? If not, how many? Yes, PayByPhone is a global operation with 20+ years' experience. We are actively present within more than 1,300 cities worldwide and across 7 countries with 60+ million users and actively present within 3,750,310 spaces globally as of October 2022. 3.2.3 Do users receive a text message reminder before a parking session expires? As a driver opt-in feature, PayByPhone sends parking session expiry reminders via push notifications and SMS prior to parking expiration. 3.2.4 Can users review their profile and parking history online? Drivers can view their parking transaction history via the mobile app (under Parking History) and on the PayByPhone website (after signing in). Each transaction can be exported individually to a PDF file. For a detailed view of transaction history by selectable date range with the ability to print receipts as needed, drivers need to visit their Detailed Parking Transactions page (accessible via the PayByPhone website only). Detailed parking transactions can be searched by date-range and exported to CSV or PDF files. 3.2.5 Can users park using any phone (e.g. not restricted to the phone they registered with)? Yes, drivers have the option to pay using the web as well as an app and can log into their account on any device—not just the one they used for initial registration. Additionally, drivers can pay via phone call (optional interactive voice response [IVRj), app, or mobile website. For the website option, drivers can park and pay quickly without registering for an account. PayByPhone doesn't require pre-registration to park, and we also operate a "guest account" service for drivers (an industry first). With this variety of options, the City's drivers are provided equitable options to park regardless of the phone type. 3.2.6 Does the system have the ability to: Please see responses for each item below: a. Utilize maximum stay restrictions? Yes, PayByPhone's dynamic rate's engine provides the ability to set limits on locations regarding how long a driver may select to park based on the City's policies. For example, if a location has a 2-hour maximum stay, the driver will not be able to initiate a session that exceeds 2 hours. Additionally, our system will prohibit them from extending time that collectively exceeds the City's maximum stay, and the City may choose how much time must pass between transactions before the driver can begin a new session within the same location. 35 T+1.866.783.7787 E sales@paybyphone.com W paybyphone.com ::: paybyphone' USA-Canada-UK-France-Switzerland-Germany b. Restrict people from re-parking for a set period even after parking expires? Yes. Please refer to our response in section 3.2.6 (a). c. Have different rates based on the day of the week? Yes, PayByPhone's dynamic rate's engine supports a wide variety of rate structures from simple to quite complex. We can support different rates based on particular days of week as well as the time of day. Additionally, all rate related changes are self-serve in the cloud-based administrative platform, PayByPhone Portal and can be adjusted at any time. PayByPhone is happy to assist the City with this functionality if required. Our flexible rates engine allows for many different pricing structures including, but not limited to, linear pricing or tiered pricing and meets the City's request to provide pricing that varies based on the days of the week. For any upcoming rate changes, a new rate can be created and an Effective from date selected to implement the new structure. d. Have different rates based on time of day? Yes, please refer to our response in 3.2.6 (c) f. Rates and restrictions can be different for every meter(if desired)? Yes. Rates and restrictions are set per location number assigned to the area (meter). g. Rates and restrictions can be set by zones? Yes. Rates and restrictions are set per location (zone) number assigned to the area or(meter). h. Restrict user access based on their ID/Password? Yes, the PayByPhone Portal: PayByPhone Portal, our back-office administrative platform, is a cloud-based software that allows the City to authorize user access. Each user's access is unique to them with view/edit abilities according to the authorizations selected by the City. i. Allow one-time event parking? Our flexible rates engine, hosted in the cloud-based PayByPhone Portal, gives the City complete control into how it configures and controls their rates. Our rates engine supports the complete pallet of pricing structures including tiered, dynamic pricing, and even allows for event rates. All these features are available as self-serve. That means you don't have to contact Client Success in order to perform a rate change (unless you want to). Our Parking Session Tester that lets you preview the rate and restriction schedule prior to these going live. This allows you to quickly identify and eliminate errors before deploying complex rates and restriction schedules. 36 T+1.866.783.7787 E sales@paybyphone.com W paybyphone.com paybyphone USA-Canada-UK-France-Switzerland-Germany CC Parking Session Tester Date park starting at 9:00 AM for 2 Hours on Monday 2020-07-27 in at .1101.111. Start tune 09:00 AM © 0 11arrrern Bray-Share Duration 2 Hours' No Parts Include ORE quote for reference Calculate Clear r.W e:an 9.00 10.o0 rr00 t700 1.a0 Yro son roe 510 El00 rm eco AM AM AM MA AM PM PM PM PM PM PM PM PM PM A wide range of policy formats can also be set up in the rates engine, from establishing time duration to enforcing parking restrictions. Event Parking will override your current rate schedule with a special set of rates and restrictions only for the event date and only for the affected location. tit Base Schedule I Jan 10 2020 Active Effective from Jan 10 2020 Rates Add new base schedule Add new override r Su Hal - 09:00 18:00 Linear ; E2.00 t Rr 30Mins Copy this base schedule +Add Rate Period Remove this base schedule Actions- 111 Remove this rates schedule group la Base Schedule I Feb 212019 Ettectnve tram ew rt Me I Calendar Details 4. 201$-14b tla Rates w Me ru We Th Pr Sa • 1 2 11 Orr-tiro 2100 r M 11M1 Hot Add New Base Schedule • „ ,..,:.. 3 a s tl 7 6 9 Add New Override 10 11 12 13 14 is 16 Restrictions n se 19 20 ■ 12 23 Copy This Base Schedule +Ali lii1Fivaer pis as zs to n 2$ Remove This Base Schedule ♦sad hew See.9th!dide j. Multiple (flat vs. hourly) rate structure in one (1)facility? Yes, our flexible rates engine, hosted in the cloud-based PayByPhone Portal, gives the City complete control into how it configures and controls its rates. Our rates engine supports the complete pallet of pricing structures including tiered, dynamic pricing, and meet's the City's 37 T+1.866.783.7787 E sales@paybyphone.com W paybyphone.com HE paybyphone USA-Canada-UK-France-Switzerland-Germany requirement for flat vs hourly rate structures within 1 facility by designating individual location numbers for each rate structure area. 3.2.7 Can users park using Text Messaging (SMS)? PayByPhone offers the ability for users to pay for parking through QR code, which behaves the same way as if a user was texting a location code and getting access to a weblink to initiate payment [how current text-to-pay services work]. PayByPhone is exploring adding the text-to- web interface to its roadmap in the future. 3.2.8 Can users pay for parking using dial tone and/or voice-based vendor-hosted interactive voice response system? Yes, as an opt-in solution for the City, drivers can pay for their parking using our smartphone app, via call (optional interactive voice response [IVR]), or our mobile website. 3.2.9 Will there be a toll-free number to initiate or extend parking sessions? Yes, a toll-free number is provided for drivers to initiate and extend parking sessions via our opt- in IVR solution. 3.3.0 Do users have to pay an annual membership fee? If so, how much? No, PayByPhone does not charge users to pay annual or membership fees to utilize our standard mobile payment services. 3.3.1 Does the system require integration with the meters? No, the PayByPhone service does not require an integration with the City's meters to offer drivers full functionality. 3.3.2 Is the system in live use where it integrates to multi-space meters? If so, please provide location and system integration details. Yes, PayByPhone has active integrations with multi-space meters. Below are a few examples of integrations we have in place. Location/Client Pay Station Details Brand City of San Francisco IPS & MacKay PayByPhone has an active integration to (SFMTA) push our payment data through the IPS platform, which allows consolidation of transactional data in one location. We also "light up" the MacKay meters on street 38 T+1.866.783.7787 E sales@paybyphone.com W paybyphone.com paybyphone USA-Canada-UK-France-Switzerland-Germany where applicable when a payment has occurred within our app. City of Redondo Beach, CA Luke 2 (T2) & PayByPhone has an active integration to MacKay push our payment data through the Digital Iris Platform, which allows consolidation of transactional data in one location. Iris also provides a final check for payment look-up, which requires a push from PayByPhone to Iris. Lexington Parking Authority Luke 2 (T2) & PayByPhone has an active integration to Cosmo push our payment data through the Digital Iris Platform, which allows consolidation of transactional data in one location. Iris also provides a final check for payment look-up, which requires a push from PayByPhone to Iris. Parking Authority of River Cale/Flowbird PayByPhone has an active integration to City (Louisville) push our payment data through the Cale/Flowbird Platform, which allows consolidation of transactional data in one location. Translink Luke 2 (T2) PayByPhone has an active integration to push our payment data through the Digital Iris Platform, which allows consolidation of transactional data in one location. Iris also provides a final check for payment look-up, which requires a push from PayByPhone to Iris. 3.3.3 Has the pay-by-phone service integrated with or is in use at any gated revenue control systems? If so, please provide location and system integration details. We are working hard to create a solid integration for gated environments that create a truly frictionless, touchless, and seamless experience for drivers. Our feature is being developed with drivers in mind, and already active in Europe where drivers authenticate their account for the AutoPass feature, which allows seamless parking in gated environments. In North America, we are open to exploring an existing partnership integration we currently have with Fennix, which ingests our payment data to open exit gates when a valid credential exists. We are currently still planning our North American strategy and welcome the City's input and partnership to assist in development of such a project. 39 T+1.866.783.7787 E sales@paybyphone.com W paybyphone.com paybyphone' USA-Canada-UK-France-Switzerland-Germany 3.3.4 Is your service in live use at over five US locations? If so, where? Yes, PayByPhone is a global operation with 20+ years' experience. We are actively present within 155 US cities and in more than 1,300 cities worldwide and across 7 countries with 60+ million users and actively present within 3,750,310 spaces globally as of October 2022. Please refer to our attached references document for examples of five US locations. 3.3.5 Does your service integrate with wireless handheld systems? If yes, provide examples of live sites. Yes, the PayByPhone solution integrates with a variety of enforcement providers using a real- time API, which includes wireless handheld systems as well as LPR. Please refer to our attached references document, which includes examples of sites with live enforcement integrations. 3.3.6 Is the system/software user-friendly? Please describe in detail. Yes, PayByPhone's Web and App experience is user friendly with a process developed with the driver in mind. The steps to complete a parking transaction are intuitive with a logical flow that makes initiating a session frictionless and simple. Drivers can pay for their parking using our smartphone app, by calling a toll-free number from any phone, or by using our mobile website. PayByPhone accepts all major and many emerging payment options including Mastercard, Visa (debit and credit), American Express, Discover, Apple Pay, Google Pay, and PayPal. For the website option, drivers can park and pay quickly without registering for an account. PayByPhone doesn't require pre-registration to park, and we also operate a "guest account" service for drivers (an industry first). Drivers simply click the Park button on the website and are prompted to enter a location code, parking duration, vehicle plate number, email address, and valid credit card. PayByPhone collects only the minimal data set required from drivers to deliver the services we provide. All data is collected in compliance with industry standards and adheres to the requirements dictated by state and federal laws. Core information, including license plate, phone number, and payment card details that are necessary to complete a transaction is entered directly by the driver for an initial set-up. Returning users only need to select their location and process their payment utilizing saved vehicle and payment data. This creates a user-friendly system that creates a frictionless parking experience for your drivers. Added features, such as our Apple Sign-In encourages quick and easy user registration to assist your drivers be on their way! 3.3.7 Do you have a marketing plan; i.e. recruitment process, decals, signage, advertisement mediums, etc.? Our in-house marketing team will work with the City to design a unique Marketing Campaign to accompany the launch of the services that will effectively advertise and promote the service and engage the community. Our main objective is to increase the uptake of cashless parking throughout the life of the contract. Marking Campaign We have provided an example marketing campaign below. During implementation, our marketing team will work in partnership with you to design and deliver a customized marketing strategy which includes: • PayByPhone marketing investment, at no cost to the City 40 T+1.866.783.7787 E sales@paybyphone.com W paybyphone.com !!! paybyphone USA-Canada-UK- France-Switzerland-Germany • Dynamic Labelling provides a customed home screen image for the mobile apps. • B2C campaigns throughout the year • Clear concise signage • Social media campaigns We continuously measure and monitor our campaigns performance to identify gaps in the market. Each campaign will be delivered on a national and international level, designed to increase awareness of our customer focused service. The following section provides an overview of the marketing campaign activities we recommend for launching and promoting the PayByPhone services while successfully encouraging drivers to sign up for the service. The purpose of the campaign is to make the community, visitors and tourist aware that that the service is changing (and what to do)' when using PayByPhone to pay for parking. The aim of the communication is to make the changeover as stress-free as possible, and with minimal service disruption. To ensure we are effective in communicating the service, we work with your communication and marketing teams to ensure news of the launch is featured prominently on both the City's and PayByPhone website. Social Media is a powerful tool reaching a larger audience and an effective way to raise awareness and encourage drives to sign up in advance to the PayByPhone services in the form of: • How to download and register the PayByPhone app • Promoting local events • Competitions and promotions • Advertising new functionalities We have social media presence on all major platforms including Facebook, Twitter, Linkedln and YouTube. News and events are shared to reach a larger audience including the residents and tourist of Miami. Posting content which announces that the service is coming soon with links to the customer videos showing how to download and register with the PayByPhone app, raises awareness and encourages new drivers to sign-up in advance. OPayByPhone ... Q PayByPhone @Pay8yPhone_NA Nov 18,2022 ••• +* Heading to the Grey Cup on Sunday?Touchdown with#PayByPhone near PayByPhone Is now available In the City of Naples,Ronda! aMosaicStadium!With hundreds of parking spots available join the Exploring the City of Naples,s easier than ever with«PayayPhnne.Enjoy the action&don't worry about a ticket!Tap the link to download the beautiful beaches,golf courses restaurants.and stopping without having to worry PayByPhone app now!:8r,it/S9oQ 71#GreyCup#CoupeGrey about running back to your vehicle to acid more time to the parking meter Let r:•rynfRegina PayByPhone simplify your journey,so you get the most out of your time in the City of Naples.elintplitvyoorloWney Touchdown with PayByPhone is PayByPhone! now available in GREY Download the app before the FESTIVAL the ":ity of Naples big game for stress-free parking. •SS payby • t -,.j;ne.Yill� sing phone _. pay phone t:7 Like fnrr,.„ Shar.' L1 d 41 T+1.866.783.7787 E sales@paybyphone.com W paybyphone.com pa paybyphone USA-Canada-UK-France-Switzerland-Germany 0°wt.'n u• PayByPhone��Pa•ByPhone_NA Apr 21,2022 ,d: Y — hippy for clay of Summer.,• ::: PayByPhone accepts multiple forms of secure parking payments.Pay via ta matter whet you have Owned for summer hebdays:horn roar,tope•epilog out or*ohm the app,online at our mobile payments site,or call in to our yR number, remey ab bonds to e.pumg your home coy eke a tount<P yeyehcne s there were here to simplify your parking journey. Our handy law..eke maps O tam reesap...midst 4 and ertenarg your park.;wean A,„unxp,�mynyyoorrsur.yso,o„onr......oaurg,eth.wn,ndrn.gna.to Find more information here:IBr.itiBVOti .•mat wiry,.is you.• -r the roa thn summerf Share a photo er your summer travels and tag us and lrow know how -- "- .- -. - - - ,.� = = B!Veybyyhone Use the App ta iffe, �, iii4 - Means of a - , A r Payment �. �1 l e r.r f/.1' t�: �, Pay Online ER Call Us fel ,--.., - S ' 1 1 1; - ! 1 i Hello : 4 • I mere car. :r- ,-a We have provided below some example social posts we could include for the City of Miami. Discover Miami Beach with PayByPhone _ ,_ Explore what Miami Beach has to offer with -.. x Simplify a giveaway from PayByPhone. _� your journey. Pay for parking with ivnpe to learn el,. ► the PayByPhone app. °' PayByPhone is an easy and I secure way to pay for parking _ III(!'! " from your mobile deviceAM :9e paybyphone .;s --4 1 ., - a -. Social Media Videos: A selection of PayByPhone generic videos are available to the City to use. These videos can be used on the Cities website, social media channels. 42 T+1.866.783.7787 E sales@paybyphone.com W paybyphone.com paybyphone USA-Canada-UK-France-Switzerland-Germany Extend your parking Parking reminders sent from anywhere. straight to your phone. Get the app today. Get the app today. s..* 1111411160 more Input your -T_- from 4146. parking spot Landing Page: A customized landing page will be created containing information specific to the drivers of the City. This page contains information and videos on how to use the service and parking locations across Miami Beach. ... PaYbYPhone " , . v Discover Miami Beach with PayByPhone. purney by dow doetung the PayByP+oM Kip trlday 43 T+1.866.783.7787 E sales@paybyphone.com W paybyphone.com ;gi paybyphone` USA-Canada-UK-France-Switzerland-Germany Promoting the service post launch. Dynamic Label: We 'localize" our mobile apps for each client so they can choose an image of their choice which (using geo-locations) changes when the customer parks in their locations. ,., • — • - I ...... Pay wv r.. _ "=. . :.: j .am•,ai«».,, al v., .P.M �wvou4.w ; '.' i ' `' - Flatten the curve. fOND-19.p..,l..wool GAME DAY! �' :; a.a�.,.w.rr«�:. San Diego Padua __. .......... .. 1111.111.11 to.Angela Dodo.n Pride Parade August 4"",2019 � deo Signage: Having the right signage for each parking location is a key element in gaining awareness of the service and in achieving high levels of uptake. Signage will be attractive, authoritative, clear, and informative. woo waspayby + P ...phone Park & Pay using PayByPhone or pay online. paybyphone.com ' i App Stag 101.G.egkPlay CCM Location# 000000 Multilingual Linked to our global coverage our mobile apps supports a wide range of languages at the click of a tab, very helpful for tourists and visitors. 44 T+1.866.783.7787 E sales@paybyphone.com W paybyphone.com !ff paybyphone USA-Canada- UK-France-Switzerland-Germany COPla r, These days ereryhIng horn air phone cases to on le erne pates can be pet orwued.So why sMuid a parking aspen rence be any difeent'a that's why the PayByPhone app supports multiple arguages.to serve our diverse cannurnty of users so they can get back to Mat natters Mort instead of sarong about Now to oar la parking 111 Whether you're parking in your hometown or a different country your parking ekpenence should be persaainod to you.that's why our goal rs! See more 11,11,, The PayByPhone Languages Oa ""B Feature -e»me Prioritizing Diversity l•''l Ile and Simplicity iFfolal We recognize that Spanish is a dominant language spoken by over 50% of the population. We have provided below examples of marketing campaigns we can provide to the City of Miami Beach in Spanish. Language Launch Package Example —City of Miami Beach, FL Launch Poster: Pague para Pay for parking parquear con la with the aplicacion PayByPhone app. PayByPhone. PayByPhone is an easy PayByPhones una forma and secure way to pay facil y segura de pager el for parking from your estacionamiento desde su mobile device. telefono movil. Download the app or visit Descargue la aplicacion o paybyphone.com and follow visite paybyphone.com y toga these simple steps to pay for estos sects lb s pesos para your parking: pager su estacionamiento 1.Enter your location a 1.Registre su ubicaci6n a 2.Enter parking duration 2.Registre la duracion del 3.Choose your payment estacionamiento method 3.Elija su methdo de pago No coins required ®No requene monedas ell Receive text Rectbe rotor detorios11 remindersde texto Add parking time IIIIAgregar tiempo de from anywhere estacionamiento desde cualquier lugar Hi paybyphone 0 s.,p„s,,,,. , • 45 T+1.866.783.7787 E sales@paybyphone.com W paybyphone.com iii paybyphone USA-Canada-UK-France-Switzerland-Germany Launch Post Card: Estacione con _ — D.x.tpwk om,,,ga <to, No se nec.hhan mon.d.a/ p.yhypltona.com y siga nsto� No toms d PayByPhone "` Senitllph;mhos Dam page.so required c onamimto/Download the .pp or visit p ytryphon..com en Miami ea :50. i ® prtlba t.0Ordattutos por pay forbad these impw Stops!o Descargue la ap!icacion hoy! 0 wyfor vdo parking 5/N.=«..test.mad.rh Introa�:ca w n�nam uo O nnadrnampod.'77 Park with PayByPhone 1 mb,tatbn,en<«rorelDtmtbr,• � .�mo<a/Addtlmammotot, in Miami ^-.Cj�� ,_ Invafutnwaurecnand« Uownk,cd the mop I.:J,,, yi' 2 estaawrmmnto r Onus '_ p/b'N dvou.tIon ,,. .. , 3E.«•weepod.mpm/«a pay iapa. Ha e paybyphone p tapsn�- ►:�. phone • ..,..., Launch Social Posts: .` - _4 Estacione con .,.. � � PayByPhone ' en Miami oar /1. , Park with PayByPhone '�`'" " Ar t ‘ h in Miami } b 4 )' Y4 a b hone � ' . ..iPY �'P pay phone r Estacione con • PayByPhone '' `7 en Miami • Park with PayByPhone �, (�� in Miami f '„ 'r► 4 ,,, paybyphone 46 T+1.866.783.7787 E sales@paybyphone.com W paybyphone.com paybyphone USA-Canada-UK-France-Switzerland-Germany Launch Website & Email Content: Estacione con ! .. A Estacione con PayByPhone PayByPhone en Miami ' Park with PayByPhone ter_* Park with PayByPhone in Miami paybyphone paybyphone Summer Campaigns These campaigns offer fun give-aways for drivers using the service. We have provided an example of a mock marketing campaign that promotes the Miami Beach area. `Discover Miami Beach with PayByPhone— Explore Your City like a Tourist' The purpose of this campaign is to create '""'°''bYP"°"° • community awareness about using PayByPhone when paying for parking, highlighting fun things to ' `"' do in the Miami Beach are, and a fun giveaway to _ win 'Go City 5 Choice Explorer Passes'. ' !''% The giveaway will be hosted on a dedicated landing page that will outline full contest details, Discover Miami Beach prizes available to be won, a form where users with PayByPhone. AL can enter to win (requiring their PayByPhone 0,...n`weer account number), information about using the k PayByPhone, and links to download the app. To bolster awareness about the giveaway we will share boosted social posts on our Instagram and Facebook channels, and organic posts on Twitter, that link back to the landing page so people can — Explore your city easily enter to win and share the giveaway with like a tourist. others in their networks. Cer tneme,e0Ses,n.�n .w d prye.ra M lM.rrrwr 1.]Gl.f.nf Enter C6.0. paOyphone 47 T+1.866.783.7787 E sales@paybyphone.com W paybyphone.com paybyphone USA-Canada-UK-France-Switzerland-Germany Example Caption —`Giveaway Time' Miami Beach residents and visitors can now enjoy the convenience of PayByPhone when parking their vehicles across the city! Whether streamlining your commute, or facilitating your visit to the city, this partnership is sure to simplify your journey. To celebrate the launch of PayByPhone in Miami Beach, we're hosting a GIVEAWAY! Two winners will each receive 2 `Go City 5 Choice Explorer Passes', that will get you access to some of the city's finest attractions, like the Zoo Miami, Speed Boat adventures, and the Miami Seaquarium! Head to the link in bio and fill out the form to submit your entry. The contest closes [DATE]. It's that easy! Full contest details are available here. https://park.paybyphone.com/simplifyyoursummer-miami/. Good luck! [Short form terms and conditions will be listed here] Enter to win 1 of Uu 2 prizes! ' Enter to win one of two Go City Miami Explorer pass bundles(2 adult passes).Two random winners will be selected on December 1,2023 and contacted via email No parking payment needed,head to the link in bio or caption for your chance to win. City Guide to Miami Beach In keeping with the theme of things to do in Miami Beach and exploring the city like a tourist, we will also share a city guide blog article highlighting activities, shops, restaurants, and cafes people can enjoy near PayByPhone parking. Discover Miami Beach with PayByPhone Explore what Miami Beach has to offer with a giveaway from PayByPhone. 48 T+1.866.783.7787 E sales@paybyphone.com W paybyphone.com ;;; paybyphone USA-Canada-UK-France-Switzerland-Germany Experience: We Know the Aera and Clientele With our established presence across southern Florida, PayByPhone knows the local audience, the clientele, and how to engage these communities to drive app adoption. Our community engagement campaigns illustrate our dedication to connecting with people in each area where PayByPhone operates. We have provided examples below of some successful marketing campaigns we have launched in Miami. 'We Are Where You Dine' Campaign In 2020 we ran a contest in the City of Miami promoting awareness of PayByPhone, by hosting a giveaway campaign giving winners access to some of the best local restaurants that the city has to offer. PayByPhone users had the chance to win a$50 gift card to one of the many participating local restaurants, courtesy of the Miami Parking Authority(@mpacommunity). Campaign Tactics Used: • Dedicated Landing Page • Custom Dynamic Label Image • Boosted Social Posts • Giveaway Sweepstakes Landing Page: llli WeAre �- Where •▪•• You Dine Sweepstakes • U r N%Mien1i,Peyayehoneb here to rm..your clay by wine You panne some of the beat bah rest,urantt that the Mimi tree • •hntoMhn Ent«taracn.nc•m,uY.,aOynraram1ots0 • ematk,g MbnN tKeuanb,rnunea%ottM Mlaml Pedant Authority.Each week,stemma on November 9 and twerp on December 11,the Miami Parking Authority will draw 10 ktdr Winners Weekly winners will be notified vu email each Mondry To enter,~yarn out the Poem below and met sun to Include . your PayByPhoc•account numb•,0hi lax s k ly the phone • numb.,you andnslave mbr you,Octet.) 11211 • Submit I IV plioiio 49 T+1.866.783.7787 E sales@paybyphone.com W paybyphone.com pj paybyphone USA-Canada-UK-France-Switzerland-Germany Dynamic Label Image: htir.yrri-"- 5911 ��. �tsw a MCA , lk Obi y V ,1.e4..r c.) Enter for.chance to n,y to 1 of SO MOYMQ Warm restaurant.,courtesy of tPa UNA.Parton AutPo'Ry ix • y Social Posts: You could win a You could win a $50 gift card to $50 gift card to one of many one of many 40 Miami restaurants! Miami restaurants! iii PaYby44 410`..•• • • .• ` 1 pays,.* Ae•phone inphone You could win a $50 gift t ' A' You could win a $50 gift 3* 4i card to 1 of 50 amazing s card to 1 of 50 amazing W a Miami restaurants! _ 1 el Miami restaurants! 4 ' or 1 11 We An 'F. !/ I w.Are WMn t Wnen 50 T+1.866.783.7787 E sales@paybyphone.com W paybyphone.com ;;; paybyphone USA-Canada-UK-France-Switzerland-Germany Simplify Your ` a"$ a : ® e Summer Giveaway �-� �' , �' • ;'• Ml.um f! Win Big with How to Enter PayByPhone s. Enter to win one of two #' 1 Llke&saw this post and fit+ Miami Go City bundles follow paybyphone I (2 Adult 5 Choice Explorer ` , • Passes)to explore some of Y 2 agyoutsfriends in the 41 A, 0 . \ the city finest attractions 3For an edd t o, l entry. n ehe this poet to your stories This campaign reached over 51,000 people. Partnerships Our existing partnerships with the following municipalities and parking providers shed light on our expertise in the area: 1. Sal Harbor 2. Bay Harbor Islands 3. Broward County 4. Carolina Beach 5. Coral Gables 6. Dadeland 7. Dania Beach 8. Florida International University 9. Fort Lauderdale 10. Hallandale Beach 11. Lauderdale—By—The—Sea 12. Miami 13. Miami Arts Charter School (MAC) 14. Miami Dade County Parks 15. Naples 16. North Bay Village 17. Nova Southeastern University (NSU) 18. Orange County 19. Pompano Beach 20. Sunny Isle Beach 21. Surfside 22.Tampa 23. University of Miami 24. Miami-Dade Aviation, Miami International Airport Park & Ride Lot 51 T+1.866.783.7787 E sales@paybyphone.com W paybyphone.com payb y phone USA-Canada-UK-France-Switzerland-Germany 3.3.8 What is the settlement process of your system/software? Mobile parking payments involve transferring funds between a driver's credit card, PayByPhone, the credit card network, and the parking operator's bank. The step-by-step transaction credit card process is as follows: iii • ® p�'O"e 111111. Decline •�• © Ie ' IE ' • Driver Gateway Card Network Driver's Bank Transactions Settlement Workflow At the start of a parking session, the driver's credit card is authorized in real-time to confirm funds are available for the requested payment transaction. Transactions are characterized as"card not present"and are batched (collected)daily. Settlement times are configurable, but typically happen between midnight and 4:00 a.m. rommm I III Driver's Bank Card Network Merchant of Record If the driver's bank approves the transaction, it sends funds to the card network. The card network sends funds to the Merchant of Record (MoR) bank account. (Note: Discover cards are not accepted if PayByPhone is the MoR for Canadian clients.) Multiple Fees • Transaction fees are charged by the card network whether funds transfer or not. • Service fees are charged by PayByPhone. • Interchange fees, card association fees, and processing fees are charged by the MoR bank. Transaction Reports • Transaction and daily deposit reports can be generated by PayByPhone Portal. • Transactions and transaction summary reports are provided by the payment gateway service —CreditCall —in most cases. • Daily summary reports are provided by the MoR bank. 52 T+1.866.783.7787 E sales@paybyphone.com W paybyphone.com paybyphone USA-Canada-UK-France-Switzerland-Germany Merchant Processors We integrate with all common merchant processors, including Chase Paymentech, Elavon, First Data, Heartland,TSYS, Vantiv, and Worldpay. While Truist is not currently an active PayByPhone approved partner, we are exploring avenues to add them. 3.3.9 Is there interface capability? Yes, PayByPhone has an open API with the ability to integrate as either a push service or a pull- on-demand service. The push service will send transactions in real-time. As long as the integration conforms to our API, PayByPhone can send transaction information. Scoping for enhanced features can take place once additional information is provided to determine feasibility, price, and timelines. 3.4.0 Is there system portability,expandability, and support? Yes, PayByPhone's architecture is designed to be extremely scalable. Our platform has sufficient capacity to meet the City's anticipated volume both for today's usage and future growth. We successfully process more than 190 million transactions a year(over 500,000 transactions a day). Our enterprise data is hosted on Amazon Web Services (AWS). This allows us to quickly and easily scale up server capacity when required. Both driver and customer support is addressed with each respective section in other areas. 3.4.1 Can the system maintain the security, confidentiality of transactions and information? If yes, please describe in detail. Yes, as a PCI-DSS Level 1 certified provider, PayByPhone is responsible for the security of cardholder data, which it possesses or otherwise stores, processes, or transmits on behalf of its clients. PayByPhone abides by the rules and regulations set forth in the PCI-DSS regulations. PayByPhone has policies and procedures in place for Information Security which are owned by the Security and Compliance team. These policies and procedures are written in accordance with PCI-DSS standards and reviewed annually. All PayByPhone employees and contractors are required to familiarize themselves with and acknowledge the Information Security policies and procedures. Information Security policies and procedures are assessed in our annual PCI-DSS and SOC 2 Type 2 assessments. PayByPhone has a mature and advanced vulnerability management program. It is based on four steps, which occur monthly or ad-hoc if out-of-band critical security patches are released by manufacturers. The four steps are: 1. Corporate security patching: a. Operating systems b. Third-party software patching (for example, Firefox, Adobe, Java etc.) 2. Production security patching: a. Operating systems b. Third-party software patching 53 T+1.866.783.7787 E sales@paybyphone.com W paybyphone.com H: paybyphone USA-Canada-UK-France-Switzerland-Germany 3. Infrastructure security patching in all environments: a. Firewalls, switches, databases etc. 4. Vulnerability scan of all environments: a. Remediate any discovered vulnerabilities until the scan returns clean. This process is repeated monthly and is easily repeatable due to the extensive use of automation tooling and processes. In addition, PayByPhone also performs the following monthly activities: 1. External network vulnerability scanning 2. External web application vulnerability scanning Finally, PayByPhone employs full-time security personnel to maintain these processes as well as perform external, internal, and application penetration testing to identify any vulnerabilities or weaknesses in the platform. 3.4.2 Is your system PCI compliant? Yes, as a PCI-DSS Level 1 certified provider, PayByPhone protects drivers' card data (whether in transmission or in storage) using a combination of industrial-grade encryption technologies. Clients aren't able to view cardholder data. The PayByPhone Portal system and consumer applications don't read from the credit card database table. Cardholder applications only have access to pre-formatted and redacted card data. Our cardholder environment and our database servers are physically isolated from the Internet.To protect our systems further, we've put in place a range of active monitoring systems (including DDOS mitigation appliances, intrusion detection appliances, file integrity appliances, hardware and software firewall appliances, antivirus appliances, and log aggregation systems). PayByPhone repeats the PCI attestation process annually. Our PCI-DDS Level 1 compliancy can be validated at any time by visiting the VISA portal at https://www.visa.com/splistinq/searchGrsp.do. Please see our PCI-DSS Certificate below. 54 T+1.866.783.7787 E sales@paybyphone.com W paybyphone.com •,;; paybyphone USA-Canada-UK-France-Switzerland-Germany AUDITED , . 0 Certifi cate of A udit A Report on Compliance has been issued to PayByPhone Technologies, Inc. after having demonstrated that all PCI DSS V.3.2.1 requirements are satisfied as of November 28,2022 Valid la 12 months from effacing date. 4111 �irk0atnC President KlrkpatnckF'rac , , q ^J P R4(�SuP.CSn.Ocfi,,c:fflSC,and O6A 3.4.3 Do you allow the City to use our own merchant accounts for credit card processing? This is the City's preferred process. Yes, PayByPhone can work with whichever merchant processor the City chooses. We integrate with all common merchant processors, including Chase Paymentech, Elavon, First Data, Heartland, TSYS, Vantiv, and Worldpay. Mobile parking payments involve transferring funds between a driver's credit card, PayByPhone, the credit card network, and the parking operator's bank. Transactions Settlement Workflow At the start of a parking session, the driver's credit card is authorized in real-time to confirm funds are available for the requested payment transaction. Transactions are characterized as"card not present"and are batched (collected)daily. Settlement times are configurable, but typically happen between midnight and 4:00 a.m. tlllll Driver's Bank Card Network Merchant of Record 55 T+1.866.783.7787 E sales@paybyphone.com W paybyphone.com paybyphone USA-Canada-UK-France-Switzerland-Germany If the driver's bank approves the transaction, it sends funds to the card network. The card network sends funds to the Merchant of Record (MoR) bank account. (Note: Discover cards are not accepted if PayByPhone is the MoR for Canadian clients.) 3.4.4 If the merchant account is not the City's, what is the turn-around time for payment to the City? The City requires that payment be made within 24 hours of point of sale. PayByPhone can work with whichever merchant processor the City chooses to have us connect to. Parking funds are deposited directly to the allocated merchant account and are typically settled daily at 3 am EST. If PayByPhone serves as merchant of record, funds are collected within our merchant account through the current month. At the close of the month, PayByPhone electronically transfers the City's funds within 3 days of the month closure. 3.4.5 Does the City directly receive the credit card payments from our consumers' parking transactions? Yes, mobile parking payments involve transferring funds between a driver's credit card, PayByPhone, the credit card network, and the parking operator's bank. The step-by-step transaction credit card process is as follows: [ : : - � AO Driver Gateway Card Network Driver's Bank Transactions Settlement Workflow At the start of a parking session, the driver's credit card is authorized in real-time to confirm funds are available for the requested payment transaction. Transactions are characterized as"card not present"and are batched (collected)daily. Settlement times are configurable, but typically happen between midnight and 4:00 a.m. Driver's Bank Card Network Merchant of Record If the driver's bank approves the transaction, it sends funds to the card network. The card network sends funds to the Merchant of Record (MoR) bank account. (Note: Discover cards are not accepted if PayByPhone is the MoR for Canadian clients.) Multiple Fees • Transaction fees are charged by the card network whether funds transfer or not. • Service fees are charged by PayByPhone. 56 T+1.866.783.7787 E sales@paybyphone.com W paybyphone.com paybyphone USA-Canada-UK-France-Switzerland-Germany • Interchange fees, card association fees, and processing fees are charged by the MoR bank. Transaction Reports • Transaction and daily deposit reports can be generated by PayByPhone Portal. • Transactions and transaction summary reports are provided by the payment gateway service—CreditCall —in most cases. • Daily summary reports are provided by the MoR bank. 3.4.6 Can you report on average downtime of service? At PayByPhone, availability is defined as the percentage derived by dividing the total sum of minutes in the given month ("X"), minus the total sum of the experienced incident, divided by the sum total of availability minutes ("X"). Availability is calculated and measured by impact on the end user. The customer impact is determined by leveraging experienced trends over numerous historical periods (durations) and applying the nearest trending rate as the expected base. During an incident, the availability calculation is thus determined by the expected trends, minus the current trend (incident) and the anticipated duration, based on normal trends, to recover the delta. By leveraging historical trends, the formula allows the availability metric to much more accurately assess and determine availability based on experienced impact. The Site Reliability Team tracks and analyzes our availability and is able to provide, upon request, the overall availability of the platform on a monthly basis. Additional detailed reporting may be available upon request and at the discretion of PayByPhone. 3.4.7 Do you have web-based parking permits for monthly off-street parking? The PayByPhone app can accommodate monthly sessions in the same manner it manages hourly sessions for off-street parking areas, which is available via both the Web and our app. The City may choose to utilize our optional Rights & Rates feature to determine which user profiles have authorized access to monthly options. 3.4.8 Do you have web-based parking permits for event off-street parking? PayByPhone's override feature, located within our self-serve portal, allows the City to override a locations base rate with an event-based rate. This will result in drivers seeing a different rate based on the City's override date/time specifications. This can be utilized for locations in both on and off street locations and would be available via the web and our app. 3.4.9 Do you have web-based parking permits for residential, student, and business parking? City staff can utilize PayByPhone's Rights and Rates subscription program to administratively manage parking needs by profile type such as residential, student, and businesses. Rights and Rates is a subscription program that provides parking fees based on the driver's pre-authorized profile while supporting different rate structures for different profile types through the optional PayByPhone Rights and Rates feature. This feature can provide special rates for residents, 57 T+1.866.783.7787 E sales@paybyphone.com W paybyphone.com HE paybyphone USA-Canada-UK-France-Switzerland-Germany accessible parking spots for people with disabilities, or longer stay times for commercial cars. Parking rules depend on the driver profile. Drivers would have access to these features via the web as well as our app. 3.5.0 Do you have a phone & web-based violation payment system? If so, does it interface with other violation payment system platforms? PayByPhone can provide custom text within the app that includes a link to the City's online payment portal for parking citation payment. While we can process any payment through the PayByPhone app, there would be nothing linking this payment to the citation and would simply only reference the license plate. 3.5.1 Do you have an Electronic Validation System for hotels, businesses, restaurants, etc.? PayByPhone offers validations, which may be used for hotels, restaurants, and other businesses as requested. Parking clients across North America — including municipalities, universities, healthcare campuses, hotels, event venues, and parking operators—can leverage the combined technology solutions of PayByPhone and Off-street to digitally manage their parking validations and paid parking exemptions. Our parking validation software is a license plate-based Web app that allows you to create user accounts to manage your organization's needs as well as to authorize drivers to register for parking validations via an online portal. Digital parking validations will allow you to: • Self-manage your employee, customer, and visitor parking. • Increase your visitor compliance. • Eliminate your decals and paper parking permits. Our Web-based validation app integrates with leading parking enforcement technology to minimize parking infractions. 58 T+1.866.783.7787 E sales@paybyphone.com W paybyphone.com pay phone USA-Canada-UK-France-Switzerland-Germany :6z paybyphone Eil paydyPwtorte Parking Validation Software Save time managing complimentary parking by adopting a digital parking solution Our Solution Customizable features •A license plate-based web app for managing vakdabons, support a Variety of visitor,and employee parking.perfect for Notch, use-cases Universities,Airports,Hospitals,Events properties and Municipalities. •Add daily.weekly,or rnontNy limits with frequency restrictions •Configure for different times of •Mow authorized parlors to register via an online portal day or days of the week OR as. tiler ecooWka to manage your organrzation'a •Stop abuse with customizable needs. access codes •Integration with leading pandry.rrwcammc technology t , 11 1 Run reports,audit 11 ,and explore analytics Digital Parking Validations will: •Understand site health with daly or date range reports •Allow you to self •Easily collect crucial data using manage your employee. custom additional fields r„ctnm•r,anrt.wsanr Parking Easily roll-out across your •increase your Visitor team Compharice Account permissions assign ) •dcustom roles so that you can authonze or restrict as much paper your decal. and Garkin0 access as you need permits 3.5.2 Does your organization develop and own its core technology or is it licensed from a third party? PayByPhone owns and develops their own core technology, and we do not acquire from a third- party. 3.5.3 Describe your customer dispute process. Drivers can view their parking transaction history via the mobile app (under Parking History) and on the PayByPhone website (after signing in). Each transaction can be exported individually to a PDF file. For a detailed view of transaction history by selectable date range with the ability to print receipts as needed, drivers need to visit their Detailed Parking Transactions page (accessible via 59 T+1.866.783.7787 E sales@paybyphone.com W paybyphone.com paybyphone USA-Canada-UK-France-Switzerland-Germany the PayByPhone website only). Detailed parking transactions can be searched by date-range and exported to CSV or PDF files. PayByPhone provides free telephone customer support in English, French, and Spanish. Drivers who are having difficulties with registration, starting parking or resolving account problems/disputes can get help right away by connecting to our toll-free number. Disputes are managed according to provisions set in place between PayByPhone and the City based on data collected during the implementation phase on how best to manage these situations. 3.5.4 Are all reports exportable to Excel or other file formats? Yes—reports are available via the PayByPhone Portal, our back-office administrative platform, which is a cloud-based software that allows the City to authorize user access. Each user's access is unique to them with view/edit abilities according to the authorizations selected by the City. Transaction data can be searched using our to - from date filter, and our robust reporting tool provides the City with the ability to view current and historical parking sessions and associated transaction data. All reports can be exported to CSV, Excel, and PDF formats, and reports can even be scheduled for routine delivery to an authorized email. Transaction data can be retrieved at any time and meets the two- and three-year requirements. A variety of reports are available and meet the City's requirement for specified fields listed above. mpaybvphona ..— Reporting Export to CSV or XLS paybvPhone „., Ndpo„Inq ..., .- • �7 - . • • '• • • Any report can be auto- scheduled and smelled to you. 3.5.5 Will the City have access to the system database?Who owns the data? PayByPhone provides secure, administrative password access to its PayByPhone Portal administrative database where only the minimal data set required from drivers to deliver the services we provide is stored. Core information that the City can access from the database 60 T+1.866.783.7787 E sales@paybyphone.com W paybyphone.com paybyphone USA-Canada-UK-France-Switzerland-Germany includes license plate, phone number, and payment card details entered directly by drivers to initiate a transaction. PayByPhone owns customer data and shares ownership of transactional data with the City. It has two redundant servers in secure, state-of-the-art data centers. The primary location is with Aptum Technologies in Vancouver, BC, and the secondary with Amazon Web Services (AWS) in Montreal, QC. Both data centers are equipped with redundant power, fire control systems, and advanced video surveillance. 3.5.6 Does the system provide any report writing/generating tool? No, our PayByPhone Portal does not currently support the ability to write your own reports. A wide variety of reports are provided to meet the City's needs, and all reports can be exported to CSV, Excel, and PDF formats, and reports can even be scheduled for routine delivery to an authorized email. However, if a custom report is desired, PayByPhone can assist the City in acquiring such report. 3.5.7 How is the Mobile Parking user fee assessed? Per transaction; monthly; etc. Please explain. Typically, the per transaction fee is set up as a "fee-on-top" structure, which is paid by the driver by form of a convenience or service fee. This means the transaction fee can be paid by the driver and is added on top of the City's parking fee. However, we support a variety of transaction set- up scenarios based on the City's preference. In many cases, if the City offers both hourly and monthly parking options where both are offered and supported via our platform with a varying transaction fee for each type. 3.5.8 Will you provide Miami Beach Residents a discount on your pay-by-phone user fees (per transaction or monthly)? Please explain. Yes, PayByPhone can support different rate structures for different profile types through the optional PayByPhone Rights and Rates feature. This could include discounted rates for eligible drivers or the right to park in a restricted location such as providing discounted parking rates for residents, accessible parking spots for people with disabilities, or longer stay times for commercial cars. The Miami Parking Authority utilizes this same feature to offer resident rate discount, and the same efforts can be duplicated for the City of Miami Beach based on your unique needs and can be per transaction or monthly based on the City's needs. Parking rules depend on the driver profile. PayByPhone can either pull these eligible license plates automatically from an existing database or the City can manually add license plates to a Rights and Rates group. During COVID-19, PayByPhone's Rights and Rates feature was used by municipalities to waive parking fees for health care and other essential workers as well as remove the maximum stay restrictions for these drivers, thereby allowing crucial services to continue uninterrupted. 61 T+1.866.783.7787 E sales@paybyphone.com W paybyphone.com '.'.: paybyphone USA-Canada-UK-France-Switzerland-Germany Free Parking Free Short- Term Parking .O O 's^ar; City Staff commercial Vehicles Discounted ❑ ❑ Accessible Parking (1 Locations Residents Accessible &Visitor Parking AIM Discounted IS° Discounted Parking Motor- Health Care Parking& cycles workers no Max-Stay 3.5.9 Will you provide Miami Beach Residents Mobile Parking service at no charge? Please explain.' PayByPhone can support different rate structures for different profile types through the optional PayByPhone Rights and Rates feature. This could include discounted rates for eligible drivers [such as residents or disabled parkers] or the right to park in a restricted location such as longer stay times for commercial cars. This feature does not currently have the ability to support transaction-free options for specified accounts, but we are currently working with our product team to get the needed development work on our roadmap in time for the Miami Beach roll out. In the interim,we have the ability to work with the City to decrease the driver's parking fee by the amount of the transaction fee, essentially offering this at no cost to the driver and absorbed by the City and can message accordingly so users understand. This would be a potential stop gap until this development work is done. 3.6.0 Do you host and update your system? PayByPhone is a global SaaS product offering. Our app is supported on Apple iOS, Android, and Windows operating systems. Our service is accessible using any modern Internet browser or the app itself. No infrastructure is required to be installed inside the City's network. PayByPhone is responsible for patching systems and services supporting our service. This is assessed in our annual PCI-DSS and SOC 2 Type 2 assessments. PayByPhone's architecture is designed to be extremely scalable. Our platform has sufficient capacity to meet the City's anticipated volume both for today's usage and future growth. We successfully process more than 100 million transactions a year(over 300,000 transactions a day). Our enterprise data is hosted on Amazon Web Services (AWS). This allows us to quickly and easily scale up server capacity when required. 62 T+1.866.783.7787 E sales@paybyphone.com W paybyphone.com payhv phone USA-Canada-UK-France-Switzerland-Germany 3.6.1 Is your software Microsoft SQL? Please provide the version of the software. No, PayByPhone does not use Microsoft SQL. 3.6.2 Is your software web-based? Yes, the self-serve administrative PayByPhone Portal is a secure, Web-based platform that can be managed from any modern Web browser. 3.6.3 Is your software compatible with the Skidata gated revenue control system for payment at garages (OffStreet only). Please refer to our response in question 3.3.3 63 T+1.866.783.7787 E sales@paybyphone.com W paybyphone.com ;;; paybyphone USA-Canada-UK-France-Switzerland-Germany TAB 4 - Approach and Methodology 4.1 Project Planning and Implementation Information 4.1.1 Provide a complete sample project plan for this project. Include your firm's approach to project management, implementation, migration, and training issues. Describe the implementation strategy that would be employed to successfully complete the project as well as meet the requirements of the City within the required timeline. PayByPhone will provide an implementation plan for review and approval by the City within 30 days of contract award. A typical implementation can take between six and eight weeks depending on City staff availability. Dates can be adjusted upon being selected vendor of choice and are contingent upon award assumptions from the solicitation schedule. There are several key, high-level items in a transition plan (from implementation to go-live) that are worth noting. • Launch call. • Identify key stakeholders. • Set up merchant information. • System configuration (new location setup, if applicable) • Design and produce signage and stickers. • Testing • Soft go-live—testing phase • Go-live— (projected go-live date) Our implementation plan below provides a detailed overview of the proposed scope of work a date/timeline assumed based on this RFP release since the dates are listed as TBD but may be adjusted based on additional information provided by the City,while Tentative Project Schedule below highlights the key milestones the project will meet during each phase of its six- to eight- week implementation. Implementation time frames vary from operation to operation based on information provided to us within the implementation workbook and merchant account setup. April 2023: Contract Execution • Finalize the contract: The City will work directly with PayByPhone's Sales Director and our Legal team. • Schedule kick-off call: The City's Sales Director will coordinate a kick-off call with the assigned PayByPhone Client Success team to begin work on project implementation. April 2023: Project Kick-off • Client Success Onboarding Manager: Primary point of contact and project lead during onboarding phase. Weekly meetings and coordination for merchant account, signage planning, geolocation coordination, dynamic label, and communication. Before go-live, the Client Success team will conduct training that also includes the sales director. Virtual training is also available if needed. • Sales Director: Attends weekly calls and provides input as needed. Works with the Client Success team to conduct on-site training. Virtual training is also available if needed. • Implementation Manager: Works closely with the team to coordinate and execute necessary integrations and conduct test transactions. 64 T+1.866.783.7787 E sales@paybyphone.com W paybyphone.com ff paybyphone USA-Canada-UK-France-Switzerland-Germany • Marketing: Works with the team to plan marketing strategies for go-live and future adoption success strategies. May 2023: Soft Launch Go-Live • Client Success Onboarding Manager: Works with the City to confirm a go-live date for soft launch. Upon go-live, transactions and processes will be monitored and there will continue to be communications with the City to troubleshoot if needed. • Sales Director: Works with the Client Success team and provides input where needed. • Client Success Account Manager: Introduction to your Account Manager who will serve as your primary point of contact from full go-live forward. Responsible for routine check-ins to ensure adoption growth and client success. Available for routine questions and routine meetings at the discretion of the City. • Implementation Manager: Monitors integrations and works with the team to ensure all is working as expected. Makes adjustments as needed. • Marketing: Monitors marketing activities and works with the City to implement new marketing endeavors that will complement City events and assist with adoption growth. May 2023: Soft Launch Evaluation and Full Launch Implementation Planning • Client Success Onboarding Manager: Remains the primary point of contact for the City and works with the City to monitor soft launch locations, evaluate issues, and implement solutions. Works with the City to begin setting up new locations for future full launch. Meetings conducted weekly or as dictated by the City for full launch planning. • Sales Director: Remains in contact with the Client Success team and continues to attend meetings as scheduled by the Client Success team. Provides input as needed. • Client Success Account Manager: Introduction to your Account Manager who will serve as your primary point of contact from full go-live forward. Responsible for routine check-ins to ensure adoption growth and client success. Available for routine questions and routine meetings at the discretion of the City. • Implementation Manager: Works with the Client Success team to set up any new integrations that have developed since initial launch (for example, change in enforcement provider) and remains available if needed. • Marketing: Works with the City to begin marketing strategy planning to market upcoming full launch in the City. June 2023: Full Launch Go-Live • Client Success Onboarding Manager: Works with the City to confirm a go-live date for full launch. Upon go-live, transactions and processes will be monitored and there will continue to be communications with the City to troubleshoot if required. At this time, the City will also be introduced and transitioned to its assigned Account Manager, who will serve as the City's primary point of contact for its account. 65 T+1.866.783.7787 E sales@paybyphone.com W paybyphone.com paybyphone USA-Canada-UK-France-Switzerland-Germany • Client Success Account Manager: The PayByPhone Account Manager will serve as the primary point of contact to work with the City for both routine needs as well as develop and implement strategic marketing activities and ensure adoption success. • Sales Director: Works with the Client Success team and provides input where needed. • Implementation manager: Monitors integrations and works with the team to ensure all is working as expected. Makes adjustments as needed. • Marketing: Monitors marketing activities and works with the City to implement new marketing endeavors that will complement City events and assist with adoption growth. 4.1.2 Include a sample project schedule based on the above project plan. Indicate the significant "milestones" in a project of this nature and magnitude. Please refer to our response in question 4.1.1 4.2 Training Information 4.2.1 Describe the training program approach for the City. Include Administrator, Power User, and Full User roles; including in-house training ("Live");. Training is one of the most important steps to a successful implementation. The City's parking administrative staff and its partners will be offered complimentary training during the implementation phase. We use a "train the trainer" model. Our main training program consists of four key elements: • PayByPhone—who we are, what we do, core processes. • Enforcement—parking location numbers, enforcement protocols. • PayByPhone Portal system (Administrator) —how it works, reporting functions, dashboards. • Customer service (Full User & Power Users)—registration, payment, account management. PayByPhone's instructional training will be planned to accommodate training needs. It will also allow time for question-and-answer sessions as needed by the City's staff to ensure everyone is comfortable with their understanding of the software and associated integrations. We'll submit a proposed instruction schedule where the City can adjust and suggest changes to the content and schedule to ensure efficiency and a mutually agreeable planning process. We'll provide training materials that can be copied and distributed as needed for ongoing training purposes. PayByPhone will put together a comprehensive training plan related to its cloud-based administrative PayByPhone Portal system which can include on-street teams if applicable (civil enforcement officers) during the service implementation phase. We'll run multiple "train the trainer" sessions as needed. Additionally, live training can be conducted at the City's request. 66 T+1.866.783.7787 E sales@paybyphone.com W paybyphone.com paybv phone USA-Canada-UK-France-Switzerland-Germany 4.2.2 Describe all training manuals and formats available. Describe other methods or training available to City users. Please refer to our response in question 4.2.1 4.3 Maintenance/Support/Warranty Information 4.3.1 Describe the levels and types of ongoing system support and maintenance provided by your firm. Specify the current version of your system, next major upgrade, how often the system is upgraded, and how the upgrades are accomplished. PayByPhone is a software as a service (SaaS)solution, therefore, as software updates are made, they're available to drivers and clients immediately. Ongoing refresher training can be provided as needed. Upgrades and patches are applied by PayByPhone. This is assessed in our annual PCI-DSS and SOC 2 Type 2 assessments. In situations where an update requires an interruption of service, Client's are notified in advance, and a time is carefully selected to disrupt clients as little as possible. For example, a typical update may occur est. after 4 am with little to no impact on the City's drivers. 4.3.2 Indicate how support would be provided to our location (hotline telephone support, email, onsite, helpdesk, etc.). Describe the support escalation process should initial methods of support not adequately address the issue(s). City administrative staff will have a dedicated client success account manager to contact via email or toll-free number, between 7 a.m. and 4 p.m., Monday to Friday. We can respond to administrative staff within 24 hours, exempting calls and emails received on weekends. In this case, depending on the complexity and urgency, a response is still usually provided on Monday. PayByPhone can usually respond to technical inquiries within 60 minutes. However,this is largely dependent on the complexity and coordination of the response to the appropriate groups. The process to trigger an emergency support issue simply requires City staff to call the toll-free emergency support phone number or email sys911@paybyphone.com, providing the specific details of the issue. For driver support, PayByPhone uses Zendesk, the world's biggest cloud-based helpdesk solution,to track and manage drivers'support tickets. We also use Zendesk's advanced analytics and machine learning capabilities to continuously enhance our processes around user satisfaction and performance. Drives may contact our free telephone customer support in English, French, and Spanish, which is available 24/7. Drivers who are having difficulties with registration, starting parking or resolving account problems can get help right away by connecting to our toll-free number. 4.3.3 Describe software and services warranty coverage. Provide any available Service Level Agreement(s) ("SLA") for the City's consideration. PayByPhone provides an uptime service level guarantee surrounding all mission critical services. Uptime guarantees are exclusive of outages related to third-party suppliers, including, but not limited to, payment gateways, messaging suppliers, telephony suppliers, third-party revenue control, and enforcement handheld systems. A copy of PayByPhone's Service Level Agreement has been attached at Appendix 2. 67 T+1.866.783.7787 E sales@paybyphone.com W paybyphone.com ;;; paybyphone USA-Canada-UK-France-Switzerland-Germany Appendix 1 — Resumes TERESA TRUSSELL, CAPP, Sales Director, Midwest and Southern California Teresa has decades of parking industry experience. Prior to joining PayByPhone in 2019, Teresa served as Ohio University's Parking Operations Supervisor for nearly 20 years where she earned her Certified Administrator of Public Parking (CAPP) certification through the International Parking & Mobility Institute (IPMI). Teresa served as an active IPMI CAPP board member through 2020, and actively serves on the Accessible Parking Coalition Advisory Council for IPMI. In her current role at PayByPhone, Teresa is responsible for sales and client relationship building within Ohio, Indiana, West Virginia, Pennsylvania, Michigan, and Southern California. Teresa leverages her operational background along with her extensive training in client service leadership to tap into her clients' needs to ensure our services match their desired outcomes. Her personable and client-focused approach allows her to create long- lasting relationships that build trust and are the key to PayByPhone's and the client's success. PayByPhone Technologies Inc. Sales Director, Midwest and Southern California 2019—Present • Create and manage sales opportunities. • Build and nurture prospective and client relationships. • Work with existing clients to create adoption growth campaign activities. • Perform on-site meetings and participate in on-site activities. Ohio University, Parking Operations Supervisor Parking Operations Supervisor 2000—2018 • Managed day-to-day parking operations. • Evalluated technology and planned/executed implementation process. • Developed routine communication lans for internal and external use. Ohio University Master of Social Science 2019 Ohio University Bachelor of Human and Consumer Sciences 2017 68 T+1.866.783.7787 E sales@paybyphone.com W paybyphone.com paybyphone USA-Canada-UK-France-Switzerland-Germany SHALINI DIAZ, Director, Client Success Shalini Diaz has been a noteworthy leader in the parking and mobility industry for over 20 years, bringing a vast degree of technical knowledge with her, along with a reputation for problem solving and account management. Her consultative approach inevitably builds long-term relationships with clients and develops trust and loyalty that leads to increasing development and expansion into emerging markets. Shalini -4" is responsible for the strategic direction of the North American Client Success division, starting with the onboarding phase and carrying into post-implementation and account management. Holding a bachelor's • degree in Public Administration from Florida International University, Shalini is known for understanding clients' needs and providing innovative solutions that match their desired goals. PayByPhone Technologies Inc. Director, Client Success 2022—Present • Establish, implement, and communicate the strategic direction of the Client Success North America division, starting with the onboarding phase and carrying into post- implementation and account management. • Lead a high performing Client Success team, delivering on client satisfaction, engagement, and retention and growth PayByPhone Technologies Inc. Director, Enterprise Sales 2019—2022 • Grew PayByPhone's corporate presence in North America, and increased revenue by generating new sales leads, while working within existing client relationships. • Planned and managed projects, aligning business goals with technology solutions to drive process improvements. T2 Systems, Inc. Regional Sales Manager 2017—2019 • Collaborated with senior executives to establish and execute sales goal. • Developed and executed on sales strategies while building and nurturing relationships across territory. Florida International University Bachelor of Public Administration 2009 69 T+1.866.783.7787 E sales@paybyphone.com W paybyphone.com paybyphone USA-Canada-UK-France-Switzerland-Germany CARMEN DONNELL, CAPP, Managing Director, North America Carmen brings 15 years of parking, transportation, and mobility industry experience alongside a keen interest in relationship management. Carmen is a respected sales leader and an active participant in many industry organizations.As such, Carmen prides herself in viewing parking solutions from the client's perspective. She has the knowledge and background to customize operations to serve any need. Recently promoted to managing director of 4. North America for PayByPhone, Carmen is responsible for functional aspects and members of the Commercial team in the US and Canada.This includes Sales, RFP, Marketing, Implementation £• and Client Success groups. Working closely alongside the Chief Client Officer, Global, and other PayByPhone operative departments, Carmen's top focus is to deliver results that are aligned with PayByPhone's overall growth strategy and ensuring that the clients are happy, all while creating a team that promotes personal and professional growth and development. PayByPhone Technologies Inc. Managing Director, North America 2022— Present • Responsible for overall strategy and execution for North American Commerical team. • Report monthly KPIs on progress towards company and team goals to executive stakeholders. • Lead Sales, RFP, Marketing, Implementation, and Client Manamgement team members. PayByPhone Technologies Inc. Vice President, Sales, North America 2019—2022 Vice President Sales West, North America • Provided mentoring, coaching, and industry experience to build sales directors' knowledge and skill sets. • Led RFP production and content team. • Created and executed annual strategy and produced regular KPIs of progress towards company and team goals. T2 Systems Canada Inc. Regional Sales Manager and Team Lead 2008—2019 • Coached and mentored pay station regional sales managers. • Engaged in large opportunity strategy across company pay station portfolio and pipeline. • Managed a territory with 150+ existing accounts and responsible for all new logo acquisition. 70 T+1.866.783.7787 E sales@paybyphone.com W paybyphone.com paybyphone USA-Canada-UK-France-Switzerland-Germany JONNY COMBE, President and CEO Jonny is the President and CEO of PayByPhone with nearly two decades of experience in sales and service leadership within the automotive and technology sectors. As President and CEO, Jonny ensures PayByPhone shareholder maximization and the long-term ' success of the company by defining and executing effective strategies. PayByPhone Technologies Inc. President and CEO 2022 — Present • Support the Board of PayByPhone Technologies Inc. in developing a meaningful long- term vision and an effective strategy for the company. • Oversee all business activities in the areas of product development, commercial, and HR to ensure they produce results consistent with overall strategy. • Build strong relations with key partners and stakeholders and act as central point of contact for important shareholders. PayByPhone Limited CEO, Corporate 2022—2022 • Responsible for implementing effective strategies to accelerate the growth and development of PayByPhone's global B2B business. • Led the global Business division to build a business line that would generate increased monthly recurring revenue. PayByPhone Limited Chief Executive Officer, UK 2018—2022 • Developed and implemented a new business strategy to ensure successful, rapid growth over a 36-month period. • Oversaw a complete restructure of the business including building a new management team and worked with leaders to develop a culture of high performance across the entire business. University of Stirling BA, Marketing 71 T+1.866.783.7787 E sales@paybyphone.com W paybyphone.com ;;; paybyphone USA-Canada-UK-France-Switzerland-Germany ANTHONY CASHEL, Interim Chief Client Officer Anthony Cashel is PayByPhone's interim Chief Client Officer and brings more than 15 years' experience in the automotive industry. He also sits on the British Parking Association's Technology and Innovation Board. rig Anthony oversees the day-to-day commercial aspects of the business, safeguarding the company culture, leading, mentoring, and developing all staff in Europe and North America. Anthony will spearhead the development and execution of PayByPhone's growth strategy in on-and 4 off-street commercial parking and successfully expand into new markets 111. wool' that align with the company's international growth strategies. PayByPhone Technologies Inc. Interim Chief Client Officer 2022—Present • Responsible for the overall strategic direction of our Global City and Parking Operator business. • Reports monthly to the Management Board on progress of strategic goals. • Drives cross-functional synergies and best practice across all markets. PayByPhone UK Limited Managing Director, UK 2022—2022 • Developed the strategic direction for the UK business, including development and mentoring of the team. • Oversaw the development of the company culture and ensured alignment with our internal goals. • Developed best practice approaches to the utilization of data as part of our ongoing growth strategy. PayByPhone UK Limited Marketing & Operations Director, UK 2020—2022 • Oversaw the rebuilding of the UK Marketing and Operations team into a highly effective cross-functional team capable of seamlessly delivering multiple campaigns, projects, and client implementations. • Developed and launched the multi-award winning Meters for Trees environmental programme. • Responsible for the mangement of all PayByPhone marketing campaigns, including the successful Park with Pudsey and Green Christmas initiatives. Anthony holds a degree in Marketing from the University of Greenwich having graduated in 2003. He also holds a Green Belt in Six Sigma achieved in 2008. 72 T+1.866.783.7787 E sales@paybyphone.com W paybyphone.com !!! paybyphone USA-Canada-UK-France-Switzerland-Germany JESSICA BRITTON, Director, Marketing, North America Jessica is responsible for the management of PayByPhone's award-winning North America Marketing Communications and Global Product Marketing i 4- teams that work tirelessly and closely with each client to develop { communication and adoption campaigns that fit each client's unique needs. PayByPhone Technologies Inc. Director, Product Marketing, Global 2021-Present • Develops the overall go-to market strategy for PayByPhone products and services on a global and regional level. • Oversees and ensures the quality of the positioning and branding of PayByPhone's products. PayByPhone Technologies Inc. Director, Marketing, North America 2020—2021 • Serve as a key and active member of the leadership operating team for North America. • Develop and maintain a North American marketing strategy to increase adoption, usage, and reactivation of users in all regions. • Work with the wider Consumer team and regional clients to design and execute innovative, data-driven B2C, B2B, and P2C marketing campaigns. PayByPhone Technologies, Inc. Senior Manager, B2B Marketing, North America 2019—2020 • Developed campaigns to build awareness, generate prospect engagement, and drive market positioning and user growth through relevent content for PR and B2B Events. Photon Control, Inc. Director of Marketing. Global 2010—2018 • Spearheaded efforts to define an overall optimum product and technology portfolio strategy that drove the long-term growth of the organization Thompson Rivers University Bachelor of B. Comm Marketing 2018 Bachelor of Management Studies and Leadership 2017 British Columbia Institute of Technology Diploma of Marketing Management and Public Relations 2007 73 T+1.866.783.7787 E sales@paybyphone.com W paybyphone.com ;;; paybyphone USA-Canada-UK-France-Switzerland-Germany NIGEL CARROLL, Chief Technology Officer Nigel is a business-oriented, decisive technology leader who has been building ecommerce solutions since 2001. He built his global delivery track record leading teams through multiple U$50 million plus change . portfolios during 20 years at HSBC, RBS, and IBM. Over the last 10 years ' - he has held leadership roles in start-up and public sector organizations. He is a change agent with experience in strategy formation and execution, banking, digital channel enablement, and multi-site delivery. As PayByPhone's chief technology officer, Nigel leads the global Development organization, focusing on product, people, and technology. PayByPhone Technologies Inc. Chief Technology Officer 2022— Present • Lead PayByPhone's global Development organization. • Responsible for the definition and execution of the tech strategy, day-to-day operations, and delivery of the business change. BCLDB - Canadian Provincial Government Chief Information Officer 2019—2022 • BCLDB is a multi billion dollar wholesale and retail company. Responsible for definition and execution of the digital strategy, day to day operations and delivery of the business change. With a CAD$70-million annual budget and 300 team members. SLC - UK Government Chief Technology Officer 2017—2019 • SLC is responsible for student loans in the UK. Responsible for definition and execution of the technology strategy, day to day operations and delivery of business change. With a £90-million annual budget and 700 team members. Enliven Financial Chief Technology Officer 2015—2016 • Enliven is a Consumer Finance FinTech. Responsible for establishing all digital capabilities through technology partners. MBA - Edinburgh Business School, UK Bachelor of Electrical Engineering -Warwick University, UK 74 T+1.866.783.7787 E sales@paybyphone.com W paybyphone.com paybyphone USA-Canada- UK-France-Switzerland-Germany Appendix 2 — Service Level Agreement Cooperation and Service Agreement This Cooperation and Service Agreement (the "Agreement") is entered into as of (the "Effective Date") between PayByPhone US Inc., a provider of enhanced mobile commerce solutions, a Delaware corporation with its address at 48 Wall Street, Suite 1100, New York, New York 10005 ("PayByPhone") and The City of Miami, a provider of parking services with its address at: [client address] ("Client"). Recitals The objective between PayByPhone and Client provided for in this Agreement is for PayByPhone to provide wireless applications to enhance the payment process for parking at parking facilities and metered parking stalls owned and/or managed by Client, described in more detail in Appendix A(each address listed is a "Parking Location"). PayByPhone mobile commerce solutions will also provide Client with a management information system, including real-time operation and transaction reports. Agreement Section 1 The PayByPhone Mobile Payment Platform And Applications 1.1 PayByPhone Mobile Payment Application PayByPhone agrees to roll out the PayByPhone mobile payment service for use at Client's managed and owned parking facilities as agreed upon by PayByPhone and Client, to allow for consumers to pay for the use of Client's parking facilities through personal wireless devices (e.g., cellular telephones) or other wireless systems. QR code access to the payment service is not included. 1.2 PayByPhone Management Information System PayByPhone will operate and manage a software application for Client that will provide near real time information and management reports on the transactions conducted utilizing the PayByPhone mobile payment service (the "Portal"). PayByPhone will host the Portal on its network. Client will access the Portal through a browser-based program installed on Client's computer hardware. 1.3 Computer, Networking and Telecommunication Systems PayByPhone will own or possess, and will operate and maintain, all computer and networking hardware and software and data required to operate the PayByPhone mobile payment services service as contemplated in this Agreement, other than Client's existing computer and telecommunications systems. 1.4 Mobile Payment Service Enforcement Client agrees to supply Wireless Devices to employees in the field to provide real time confirmation of validly parked vehicles. 75 T+1.866.783.7787 E sales@paybyphone.com W paybyphone.com ::C paybyphone USA-Canada-UK-France-Switzerland-Germany 1.5 Reports PayByPhone will provide Client with a set of standard self-serve reports in the Portal. Any changes or customizations to the standard set of reports will be subject to PayByPhone's prior approval and then-current PayByPhone professional services fees. See https://www.paybyphone.com/pdf/us/pbp_professionalservicessamplerates.pdf for sample rates. [OPTIONAL, ADD-ON PRODUCTS—items not selected would be removed] 1.6 PayByPhone Interactive Voice Response PayByPhone will provide the PayByPhone interactive voice response solution ("IVR") for use at Client's managed and/or owned parking facilities, as agreed upon by PayByPhone and Client, to allow for consumers to call and pay for the use of the Parking Location by calling the applicable service number displayed on the parking sign, parking meter, and/or pay station. Client is responsible for paying all Transaction Fees, as outlined in Appendix A,for each Transaction made through IVR. 1.7 PayByPhone Rights & Rates PayByPhone will provide Client with the PayByPhone Rights & Rates service ("Rights & Rates") to allow Client to control eligibility to park at Client parking facilities and to assign special parking rules and prices to select segments of drivers. In this Agreement, a "Right" is the entitlement to start a parking session at a Parking Location and/or qualify for a specific rate/restriction. Client is responsible for paying the Rights & Rates implementation and subscription fees, as outlined in Appendix A, for the number of Client parking spaces as agreed upon between PayByPhone and Client. 1.8 Use of QR Code At Client's request, as part of the PayByPhone mobile payment service, PayByPhone will provide to Client, and include on the relevant signage at Client's parking facilities or in marketing materials, QR codes which will allow consumers to access the PayByPhone mobile payment service through QR code scanning, at no additional cost. Client acknowledges that inclusion of QR codes in the payment service is associated with a material risk of fraudulent activity by third parties who may manually replace QR codes on Client signage with their own codes and redirect the consumers to their sites for payment, resulting in losses to Client, PayByPhone and consumers. Client releases PayByPhone from any liability for any claims, actions or losses resulting from or associated with such fraudulent activity at Client's parking facilities and, to the extent permitted by law, agrees to indemnify PayByPhone against any and all third party claims, actions, losses resulting from or arising out of such fraudulent activity, as set out in section 8.2 of this Agreement. Client will reimburse PayByPhone for the cost of removing fraudulent QR signage from Client's parking facilities and for the costs of customer support and call centre fees associated with calls related to fraudulent signage at Client's parking spaces. PayByPhone will provide evidence supporting determination of the costs, but PayByPhone's calculations will be conclusive of the same. PayByPhone reserves the right to discontinue the support for the QR code feature with 10 day written notice to Client if the fraudulent activity at Client's parking facilities persists for longer than 6 weeks. 1.9 PayByPhone Validations Portal Subject to the terms and conditions of this Agreement, PayByPhone will provide Client a parking validation subscription service, which allows Client to access a web-based parking validation and 76 T+1.866.783.7787 E sales@paybyphone.com W paybyphone.com paybyphone USA-Canada-UK-France-Switzerland-Germany complimentary parking management portal to enter and manage license plate information to validate consumer parking sessions (the "Validations Portal"). Client is responsible for paying all Validations Portal fees, as set out in Appendix A, for the Parking Location(s), as agreed upon between PayByPhone and Client. Notwithstanding anything contrary to this Agreement, Client may not terminate its subscription to the Validations Portal for any reason for six months from the date the Validations Portal is set up for Client. Client shall not: (a) reverse engineer, decompile, dissemble, or otherwise attempt to discover the source code, object code,or underlying structure, ideas, know-how or algorithms relevant to the Validations Portal; (b) create derivative works based on the Validations Portal; or (c) encourage or assist any third party to do the foregoing. Section 2 Fees and Payments 2.1 Pricing and Payment Client agrees to pay the fees, as outlined in Appendix A. All amounts payable hereunder are exclusive of any and all taxes, including taxes applicable on fees paid by the consumer, and Client is responsible for payment of such taxes. All prices are stated, and Client shall pay, in US dollars. Payment is due within 30 days of invoicing. PayByPhone may, acting reasonably, increase any fees outlined in Appendix A, not more often than once in a calendar year, to adjust for inflation and any increase in the cost of PayByPhone providing the services to Client. 2.2 Merchant Account Merchant account refers to Client's merchant account set up with Client's acquiring bank. PayByPhone will cover the cost of linking one (1) Client merchant account with PayByPhone's gateway provider. Client agrees to cover the cost of merchant account updates including all third party fees and then-current PayByPhone professional services fees. See https://www.paybyphone.com/pdf/us/pbp_professionalservicessamplerates.pdf for sample rates. 2.2 Transaction Testing PayByPhone reserves the right to execute test transactions from time to time to ensure top performance of the system and account. PayByPhone may execute up to ten test transactions per month without adjusting the Client invoice. 2.4 Third Party Integration In the event that system changes (such as upgrades) by a third party impact the PayByPhone integration with Client sub-systems such as enforcement, Client agrees to pay for all PayByPhone development costs required to maintain such integration. PayByPhone will notify Client, in advance, of any such integration costs that could be added. Section 3 Exclusivity Client agrees that PayByPhone will be the sole and exclusive provider of all mobile payment service applications (using whatsoever technology)for Client, including, but not limited to, all wireless payment applications employing wireless devices to pay for parking at the specific Client parking lots where PayByPhone is deployed pursuant to this Agreement during the term of this Agreement. [if not exclusive above is replaced with]: The parties expressly acknowledge that Client currently engages, and/or may in the future, at its option, add, other providers of mobile parking payment applications ("Third Party Providers"), through contracts for the same parking facilities and metered stalls covered by this Agreement.] T+1.866.783.7787 E sales@paybyphone.com W paybyphone.com pay phone USA-Canada-UK- France-Switzerland-Germany Section 4 Marketing, Promotion and User Education 4.1 Signage 4.1.1 Client agrees to provide adequate space for and permit placement of PayByPhone signage at each parking facility at which the PayByPhone mobile payment service is to be available. Specific placement of the signage is to be mutually agreed by PayByPhone and Client acting reasonably. PayByPhone will provide the first round of signage (excluding installation) for each Initial Parking Location and any Additional Parking Location implementing PayByPhone as mobile payment service provider at its own cost. The first round of signage includes: a) Standard signage template listing PayByPhone as the sole provider of the mobile payment service and, if requested by Client, incorporating, alongside logos, fonts, colours and design of PayByPhone, logos, fonts, colours and design of Client. b) The maximum size of any signage will be [include size]; the maximum size of any decal will be [include size]. c) The number of signs included for a Parking Location will be determined by the number of parking spots at the Parking Location divided by 20, plus one sign or decal per pay station and one decal per meter at the Parking Location. All additional and replacement signage is at Client's cost. Client agrees to either use PayByPhone's standard signage template or ensure that its non-standard signage complies with all PayByPhone's marketing and branding guidelines (available on request). Client shall not modify PayByPhone's logos, fonts, colours, design, and other brand/marketing related items without PayByPhone's prior written consent and approval. In the event Client requests that PayByPhone produce non-standard signage for Client, such customization work will be subject to PayByPhone's prior approval and then-current PayByPhone professional services fees. See https://www.paybyphone.com/pdf/us/pbp professionalservicessamplerates.pdf for sample fees. Client will be responsible for installation of all decals and signs at the Parking Locations, including the first round of signage. [In the event Client wants, in addition to PayByPhone standard signage paragraph, an option to install multi-vendor signage and is looking for PayByPhone to pay part of cost, use this in combination with the standard paragraphs:] If instead of PayByPhone's standard signage template, Client chooses to install signage that includes reference to both PayByPhone and the Third Party Providers, PayByPhone will bear a share of the reasonable cost of the first round of signage, in proportion to the total number of providers listed on the signage. For greater clarity, if at the time of signage placement, only PayByPhone and one Third Party Provider are listed, PayByPhone will bear 50% of the signage cost. All subsequent rounds of signage reflecting addition of Third Party Providers are at Client's expense and Client, working with Third Party Providers, will provide all decals and signs required for implementation. 4.2 Marketing Events PayByPhone may conduct on-site marketing events and campaigns for its service, whereby PayByPhone will inform parking lot consumers of the availability of the PayByPhone mobile T+1.866.783.7787 E sales@paybyphone.com W paybyphone.com paybyphone USA-Canada- UK- France-Switzerland-Germany payment services as well as any promotions available, with the knowledge and approval of Client which is not to be unreasonably withheld. 4.3 Client Training PayByPhone will provide initial training to Client using a "Train the Trainer" (the "Client Trainer") model on the self-served PayByPhone Service Management Interface (SMI). The said Client Trainer will, at its own expense, train its staff and employees, including patrollers, to operate the mobile payment services and related applications and technology. Additional training sessions are available at the then current professional services rates. See https://www.paybyphone.com/pdf/us/pbp_professionalservicessamplerates.pdf for sample rates. Section 5 Intellectual Property 5.1 Intellectual Property Rights 5.1.1 The parties acknowledge and agree that any trademarks, patents, trade names, logos, trade dress, domain names, copyrights or licenses therein, or other enforceable intellectual property rights and whether in hard or electronic copy (collectively "Intellectual Property") belonging to the other party, given to them under this Agreement is and shall remain the property of that party for the duration of the Term of this Agreement. 5.1.2 Except as expressly stated, nothing in this Agreement shall be deemed or interpreted to convey, transfer or assign any Intellectual Property rights to the other party. 5.1.3 Each party reserves the right to approve in advance the use of its Intellectual Property by the other party in each and every instance. 5.1.4 Upon termination of this Agreement for any reason the parties will use reasonable endeavours to ensure that all such Intellectual Property and material are removed from display and/or destroyed at the request of the other party save where such Intellectual Property is held by the parties in compliance with any statutory obligations and/or the maintenance of proper records. 5.1.5 The parties undertake that they have all necessary permissions, licenses and rights to use the Intellectual Property of third parties for the purposes of this Agreement. 5.1.6 To the extent permitted by law, each party shall indemnify (for the purposes of this clause, the"Indemnifying Party")the other(for the purposes of this clause the"Indemnified Party")against all actions, claims, proceedings, costs and expenses (including reasonable legal fees) arising from any actual infringement of Intellectual Property rights of whatever nature insofar as these relate to the Intellectual Property rights developed and owned by the Indemnifying Party or licensed to the Indemnified Party which claims, actions or proceedings arise as a result of the Indemnified Party's use of any of the Services, except that the indemnity shall not apply to any actions, claims or proceedings which are attributable to any breach of contract or negligent act or omission on the part of the Indemnified Party or where such actions, claims or proceedings relate to any developments of the services carried out by or at the request of the Indemnified Party except where the Indemnifying Party knew or ought to have known that such development of the services requested by the Indemnified Party would result in an infringement of Intellectual Property rights. T+1.866.783.7787 E sales@paybyphone.com W paybyphone.com pay `"; phone USA-Canada-UK-France-Switzerland-Germany 5.1.7 The Indemnified Party shall notify the Indemnifying Party in writing of any such action, claim or proceeding and shall not make any admission unless the Indemnifying Party gives prior written consent. 5.1.8 At the Indemnifying Party's request and expense, the Indemnified Party shall permit the Indemnifying Party to conduct all negotiations and litigation. The Indemnified Party shall give all assistance as the Indemnifying Party may reasonably request and the Indemnifying Party shall pay the Indemnified Party's costs and expenses so incurred. 5.1.9 The Indemnifying Party may, at its expense: (i) obtain a license to enable the Indemnified Party to continue to use the Services, or (ii) modify or replace the Services to avoid any alleged or actual infringement or breach, or (iii) terminate the provision of the affected elements of the Services. Where the Indemnifying Party exercises options (i) or (ii) the functionality of such modification or replacement shall not materially affect the performance of the Services. 5.2 Client Information 5.2.1 "Client Data" means all data provided directly by the Client to PayByPhone in relation to this Agreement, including Client's parking rates, Client's identifiers for Parking Locations and parking stalls, merchant account information, enforcement equipment and practices, and parking policies. 5.2.2 During the term of this Agreement and for such time after as not expressly prohibited, PayByPhone may obtain, store and use such Client Data for any purpose, including without limitation providing and improving services under this Agreement, so long as it complies with applicable data protection laws, contractual obligations and any other applicable requirements with respect to the Client Data. PayByPhone shall retain exclusive ownership of all rights in any derivative data it develops based on Client Data. 5.2.3 Following termination of this Agreement, PayByPhone will, at Client's written request, return to Client or destroy all Client Data and copies thereof. Notwithstanding the foregoing, PayByPhone shall be permitted to retain such copies of, or any computer records or files containing, the Client Data: (a) that has been archived by PayByPhone's automatic electronic archiving and back-up procedures, to the extent created and retained in a manner consistent with PayByPhone's standard archiving and back-up procedures; and (b) to the extent required by applicable law. 5.3 Customer Information 5.3.1 The parties will share information and data directly relating to drivers' parking sessions through the PayByPhone service at the Parking Locations ("Parking Sessions") and as may be required by the Client for parking enforcement, fines, and proceedings ("Transaction Data"). Transaction Data may include vehicle license plate, parking session date, time, duration, zone number and amount paid, details of parking fines/violation notices, and parking session details obtained through customer service centre, and does not include User Profile Data (defined below). 5.3.2 In using, sharing, or otherwise processing Transaction Data, PayByPhone and Client must comply with applicable data protection laws, contractual obligations and any other applicable T+1.866.783.7787 E sales@paybyphone.com W paybyphone.com paybyphone USA-Canada-UK- France-Switzerland-Germany requirements. Each party is responsible to the PayByPhone service users and other third parties for its respective use, sharing and processing of Transaction Data, whether it performs such use, sharing and processing directly or through third parties. Each party acts as a"data controller"with respect to Transaction Data for the purposes any privacy legislation that uses that concept and is applicable to the party's activities. Each party agrees to provide such assistance as is reasonably required to enable the other party to comply with the applicable data protection laws. 5.3.3 Any information about or with respect to PayByPhone service users that is not related to parking sessions at the Parking Locations, including without limitation, information provided by users upon registration for a PayByPhone account and data about the user's activity in the PayByPhone account or the PayByPhone applications ("User Profile Data") shall be exclusively owned by PayByPhone. PayByPhone shall retain exclusive ownership of all rights in any derivative data it develops based on Transaction Data and User Profile Data. 5.4 PayByPhone's Services to Customers The parties acknowledge that PayByPhone service users hold the PayByPhone account under terms of service established by PayByPhone. Under these terms of service, PayByPhone may offer users an option to receive service communications by SMS text ("SMS Communications"), including reminders to extend a Parking Session and confirmations of successful registration for a Parking Session. Client agrees that, at any time during the Term, PayByPhone may charge any users who opt into these services a fee for each SMS Communication sent by PayByPhone with respect to a Parking Session ("SMS Fee")and may set the amount of the SMS Fee with reference to the cost PayByPhone incurs in delivering this optional service. At the time of entering into this Agreement, the SMS Fee is equal to $0.15, inclusive of taxes payable by the user. PayByPhone will provide Client with 30 day written notice of an increase in the amount of the SMS Fee. PayByPhone shall be responsible for any taxes applicable to the SMS Fees. PayByPhone records will be conclusive evidence with respect to the amount of SMS Fees collected during a billing period. The SMS Fees will be added to the total charged to the user in respect of a Parking Session. For the purposes of this section 5.4, PayByPhone and Client agree to designate Client as the merchant of record for any SMS Fees only. Client will collect PayByPhone's SMS Fees and remit to PayByPhone. Remittance will be made via electronic payment or cheque and may be included in the amount that also includes fees payable by Client to PayByPhone under this Agreement. Section 6 Term and Termination 6.1 Term and Renewal 6.1.1 This Agreement shall enter into force on the Effective Date and shall remain in force and effect for a period of three consecutive years (the "Initial Term") from the date that the first end user Transaction is made through the PayByPhone mobile payment service unless earlier terminated in accordance with this Section 6. PayByPhone records will be conclusive evidence of the date of the first end user Transaction for the purposes of this section. 6.1.2 Upon the termination of the Initial Term, the Agreement will automatically renew for one (1) or more additional terms of one (1) year each (each a "Renewal Term"), unless either party gives the other party at least ninety (90) days prior written notice of its intent to not renew the Agreement before the end of the then-current Term. The Initial Term and all Renewal Terms, if any, shall collectively be referred to as the "Term". T+1.866.783.7787 E sales@paybyphone.com W paybyphone.com pay phone USA-Canada-UK-France-Switzerland-Germany 6.2 Termination Should a party breach a material term and such breach remains uncorrected for thirty (30) days after receipt of a notice by the breaching party, the non-breaching party may, in addition to all other remedies available at law, terminate this Agreement by providing written notice to the breaching party, without further obligation provided, however, that if the nature of the breach is such that it cannot be reasonably cured within such thirty (30) day period, the breaching party will not be deemed in default of this Agreement so long as such party commences efforts to effect a cure and is diligently pursuing such efforts. Provided, further, that if the breach is as a result of the non-payment of any fee,the non-breaching party may terminate this Agreement if such breach remains uncorrected for ten (10) days after the breaching party's receipt of notice of such breach. Section 7 Representations and Warranties 7.1 Mutual Representations and Warranties Each party represents and warrants to the other that: i) it has the full corporate right and authority, and possesses all licenses, permits, authorizations and rights to intellectual property, necessary to enter into and perform this Agreement; ii) its entry into and performance of this Agreement do not and will not conflict with or result in a breach or violation of any agreement or order by which it is bound; and this Agreement constitutes its legal, valid and binding obligations enforceable against it in accordance with the terms of this Agreement. Section 8 Disclaimer, Indemnification and Limitation of Liability 8.1 Disclaimer Except as expressly set forth in this agreement, PayByPhone does not make, and hereby specifically disclaims, any representations or warranties, express or implied, regarding the PayByPhone mobile payment services, including any implied warranties of title, merchantability, fitness for a particular purpose or non-infringement. Client acknowledges that the PayByPhone mobile payment services and services furnished by PayByPhone under this agreement(including, without limitation, any servers or other hardware, software, applications and any other items used or provided by PayByPhone or any third parties in connection with providing access to or hosting any of the foregoing or the performance of any services by PayByPhone under this agreement) are provided by PayByPhone "as is". 8.2 Indemnification To the extent permitted by law and subject to Section 8.3, each party (the "Indemnifying Party") will defend, indemnify and hold harmless the other party (the "Indemnified Party") from and against any and all third party claims, actions, losses (collectively, "Losses") resulting from or arising out of the Indemnifying Party's breach of any representation, warranty or other obligation set forth in this Agreement. The Indemnified Party shall not be entitled to be so indemnified unless it has given the Indemnifying Party prompt written notice of any Losses, afforded the Indemnifying Party the opportunity to assume sole control over the defence and settlement, if applicable, of the Losses, and provided the Indemnifying Party (at the Indemnifying Party's expense) all relevant information, assistance and authority to enable the Indemnifying Party to perform its obligations hereunder. The Indemnifying Party shall not settle any Losses without the Indemnified Party's written consent, which shall not be unreasonably withheld. 82 T+1.866.783.7787 E sales@paybyphone.com W paybyphone.com paybyphone USA-Canada-UK-France-Switzerland-Germany 8.3 Limitation of Liability In no event shall any party be liable for consequential, special, indirect or incidental damages, including but not limited to any damages resulting from loss of use or profits arising out of or in connection with this agreement, whether in an action based on contract, tort (including negligence) or any other legal theory, even if the party has been advised of the possibility of such damages. 8.4 Parking Rates Client will be given access to parking rate data in order to confirm the parking rates at each Parking Location via the Portal. PayByPhone will make every attempt at ensuring the rates are configured correctly; upon completion of each Parking Location setup, it is the Client's responsibility to ensure all rates are configured correctly. Failing to do so shall exclude PayByPhone from any liability. Client shall implement any parking rate changes via the Portal following the Parking Location setup. In the event Client requests that PayByPhone configure the parking rate changes after the Parking Location setup, Client shall provide PayByPhone with sufficient notice of the rate changes and such work will be subject to PayByPhone's prior approval and then-current PayByPhone professional services fees. See https://www.paybyphone.com/pdf/us/pbp professionalservicessamplerates.pdf for sample fees. Section 9 Confidentiality Neither party will disclose the other party's or its affiliates' confidential or proprietary information, including Transaction Data and User Profile Data ("Confidential Information")(including the terms of this Agreement and any information provided by the other party that is confidentially maintained or proprietary or which derives value from not being generally known to persons who can obtain economic value from its disclosure or use or that a reasonable person would consider confidential, given the context) except: I. with the other party's consent; II. to employees, agents and contractors who have a need to know in the discharge of their duties and who are subject to a contractual obligation to keep such information confidential that is at least as restrictive as this Agreement; or III. when required to do so by law or by any binding rule, order or request. For purposes of this Section 9, the parties agree that confidential or proprietary information does not include any information that is: I. already known to the receiving party at the time of disclosure hereunder (other than from the other party or its affiliates)as demonstrated by its written records; II. now or hereafter becomes publicly known other than through acts or omissions of the receiving party, or anyone to whom the receiving party disclosed such information; III. disclosed to the receiving party, by a third party, under no obligation of confidentiality to the disclosing party or any other party; or IV. independently developed by the receiving party without reliance on the confidential information of the disclosing party as shown by its written records. Each party shall exercise reasonable commercial care in protecting the confidentiality of the other party's confidential information disclosed to it. The parties agree that an actual or threatened breach of this provision would result in irreparable harm to the party whose confidential information would be disclosed in breach, and shall entitle that party to temporary or permanent injunctive relief without proof of actual damages. Section 10 Miscellaneous 83 T+1.866.783.7787 E sales@paybyphone.com W paybyphone.com pay- phone USA-Canada-UK- France-Switzerland-Germany 10.1 Assignment This Agreement shall be binding on the parties, their successors and their permitted assigns. PayByPhone may assign its rights or obligations under this Agreement without Client consent. Amendment All amendments to this Agreement shall be in writing. In the event Client wishes to add new Parking Locations in addition to the Initial Parking Locations (the "Additional Parking Locations") or to add parking spaces to an existing Parking Location, the amendment will be effective against both parties if it is in the form of email between implementation personnel of the parties and, effective the date of such email, the Appendix A will be read to include these Additional Parking Locations or parking spaces. 10.2 Survival The confidentiality, intellectual property and indemnification obligations in this Agreement and any other terms that by reasonable implication contemplate continued performance, shall survive the expiry or termination of this Agreement. 10.3 No Agency Each party, in all matters relating to this Agreement, will act as an independent contractor and independent employers. Except as otherwise expressly set forth herein, neither party will have authority and will not represent that it has any authority to assume or create any obligation, express or implied, on behalf of the other, or to represent the other as an agent, employee or in any other capacity. Except as otherwise expressly set forth herein, nothing in this Agreement shall be construed to have established any agency, joint venture or partnership between the parties. Neither party shall make any warranties or representations on behalf of the other party. 10.4 Governing Law This Agreement, and all matters relating hereto, shall be governed in all respects by the laws of the State of Delaware, excluding the application of any conflict of laws principles and/or rules. The parties hereby agree that all disputes arising out of this Agreement shall be subject to the exclusive jurisdiction of and venue in the competent courts located in State of Delaware, and consent to the personal and exclusive jurisdiction and venue of these courts. 10.5 Severability In the event that any provision of this Agreement shall be unenforceable or invalid under any applicable law or be so held by applicable court decision, such unenforceability or invalidity shall not render this Agreement unenforceable or invalid as a whole, and, in such event, such provision shall be changed and interpreted so as to best accomplish the objectives of such unenforceable or invalid provision within the limits of applicable law or applicable court decisions. 10.6 Attorney's Fees In any legal proceeding between the parties, the prevailing party shall be entitled to recover reasonable attorney's fees and expenses. 10.7 Force Majeure If performance hereunder is prevented, restricted or interfered with by any act or condition whatsoever beyond the reasonable control of a party, the party so affected, upon giving prompt notice to the other party,shall be excused from such performance to the extent of such prevention, restriction or interference. T+1.866.783.7787 E sales@paybyphone.com W paybyphone.com pay. phone USA-Canada-UK- France-Switzerland-Germany 10.8 Entire Agreement This Agreement, together with the Appendix attached to it, constitutes the entire agreement between the parties with respect to the subject matter hereof. This Agreement supersedes, and the terms of this Agreement govern, any prior agreements with respect to the subject matter hereof. This Agreement may not be modified, amended or any provision waived except by the parties' mutual written agreement. 10.9 No Waiver Failure by either party to enforce any provision of this Agreement (whether in any one or more instance) shall not be deemed a waiver of future enforcement of that or any other provision. 10.10 Notice Any notices provided hereunder shall be given at the address of the recipient specified below or at such other address as specified in writing. Any notice or other communication required to be given hereunder by either party shall be deemed duly given (a) when personally delivered to the other party, or (b) on the date of receipt when such notice was mailed by certified mail, postage prepaid and return receipt requested, addressed to the other party at the address set forth above, or such other address as either party may designate by giving written notice to the other; or (c) on the date of receipt when such notice was sent by facsimile or e-mail to the other party; provided the sending party receives a written or electronic notice of receipt from the other party of the facsimile or e-mail. 10.11 Counterparts This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which shall be taken together and deemed to be one instrument. The parties further agree that a signature transmitted via facsimile shall be deemed original for all purposes hereunder. 10.12 Captions The captions used in this Agreement are for convenience only and shall not affect in any way the meaning or interpretation of the provision set forth herein. 10.13 Agreement Approval Each party hereby represents and warrants that all necessary corporate and/or governmental approvals for this Agreement have been obtained, and the person whose signature appears below has the authority necessary to execute this Agreement on behalf of the party indicated. 10.14 Sophistication of Parties Each party to this Agreement represents that it is a sophisticated commercial party capable of understanding all of the terms of this Agreement, that it has had an opportunity to review this Agreement with its counsel, and that it enters this Agreement with full knowledge of the terms of the agreement. 10.15 Client's Conduct of Business Through Affiliates The parties acknowledge that Client may carry out its business through affiliates. Client agrees to cause its affiliates to take such actions and to execute such documents as may be reasonably required to give effect to this Agreement as though references to Client in this Agreement were references to Client and those of its affiliates through which it carries on the business of owning and operating parking facilities. T +1.866.783.7787 E sales@paybyphone.com W paybyphone.com pay phone USA-Canada-UK-France-Switzerland-Germany 10.17 PCI-DSS: Payment Card Industry Data Security Standard PayByPhone is responsible for the security of cardholder data which PayByPhone possesses or otherwise stores, processes, or transmits on behalf of the Client. PayByPhone abides by the rules and regulations set forth in the PCI-DSS. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives. The City of Miami PayByPhone US Inc. Signature: Signature: Name: Name: Title: Title: Notice Address: do PayByPhone Technologies Inc. 600-1290 Homer Street 6th Floor Vancouver, BC V6B 2Y5 Canada Notice Address: [client address as above] With a copy to: legal@paybyphone.com 86 T+1.866.783.7787 E sales@paybyphone.com W paybyphone.com pay ;'phone USA-Canada-UK-France-Switzerland-Germany APPENDIX A Parking facilities and metered parking stalls: Parking facility located at [address] including [number] of parking spaces. Parking facility located at [address] including [number] of parking spaces. Pricing has been removed from this section due to the RFQ requesting that pricing not be submitted with this bid. 87 T +1.866.783.7787 E sales@paybyphone.com W paybyphone.com paybyphone USA-Canada-UK-France-Switzerland-Germany Appendix 3 — Conditions of Terms Please see below our proposed variations to the Conditions of Terms Provision Explanation of suggested Substitute Language changes The City, through its City Manager, will RFQ Option to Renew have the option to extend for two (2) Agreement, additional two-year periods at the A2. Special After the 5-year Term, The City will City's sole discretion. The City, with the Conditions, have the option to extend for two (2) prior written consent of the successful 2. Option to additional two-year periods at the contractor, shall receive, for the Renew City's sole discretion. The entirety of any renewal period, the successful contractor shall maintain, same revenue share, terms, and for the entirety of any renewal conditions included within the originally period, the same revenue share, awarded contract. Continuation of the terms, and conditions included contract beyond the initial period, is a within the originally awarded City prerogative, and not a right of the contract. PayByPhone suggests successful contractor. The successful adding language that allows for contractor may, acting reasonably, PayByPhone to increase any fees to increase any fees, not more often than adjust for inflation and any increase once in a calendar year, to adjust for in the cost of PayByPhone providing inflation and any increase in the cost of the services to the City. providing the services to the City. Formal Assignment Solicitations —Terms and Contractor restricted from With the exception of assignment to a Conditions delegating obligations or duties parent company, no contract shall be s.3 without prior written consent of the assigned, transferred, conveyed, City. sublet or otherwise disposed, including As some duties are likely to be any or all right, handled by PayByPhone US Inc.'s title or interest therein, or power to parent company, PayByPhone execute such contract, to any person, Technologies Inc., we recommend company or corporation, without the adding language to accommodate prior written consent of the City. the parent company. Formal Patents and Royalties The City and Bidders shall indemnify, Solicitations defend and save harmless the other —Terms and PayByPhone shall indemnify and party and its officers, employees, Conditions save harmless the City of Miami contractors, and/or agents, from s.34 Beach, Florida liability, including cost and expenses from liability of any nature or kind, for, or on account of, any copyrighted, including cost and expenses for, or patented, or unpatented invention, on account of, any copyrighted, process, or article manufactured or patented, or unpatented invention, used in the performance of the process, or article manufactured or contract, including its use by the City of 88 T+1.866.783.7787 E sales@paybyphone.com W paybyphone.com i;i paybyphone USA-Canada-UK-France-Switzerland-Germany used in the performance of the Miami Beach, Florida. If the Bidders contract, including its use by the use any design, device or materials City of Miami Beach, Florida. covered by letters, patent, or copyright, PayByPhone suggests modifying it is mutually understood and agreed, this language to have the provisions without exception, that the Bid prices made reciprocal to the benefit of shall include all royalties or cost arising both the City and PayByPhone. from the use of such design, device, or materials in any way involved in the work. Formal Termination for Default Solicitations If the successful Bidders shall fail to —Terms and If PayByPhone shall "fail to fulfill in a fulfill in a timely manner, or otherwise Conditions timely manner, or otherwise violate, violate, any of the covenants, s.41 any of the covenants, agreements, agreements, or stipulations material to or stipulations material to the Bid the Bid and/or the contract entered into and/or the contract entered into with with the City pursuant thereto, the City the City pursuant thereto, the City shall thereupon have the right to shall thereupon have the right to terminate the work and/or services terminate the work and/or services." then remaining to be performed by The City may, at its discretion, giving written notice to the Bidders of provide reasonable "cure period"for such termination, which shall become any contractual violation prior to effective upon receipt by the Bidders of termination of the contract. the written termination notice. PayByPhone recommends modifying this language to include a In that event, the City shall standard 30-day "cure period" compensate the successful Bidders in consistent with PayByPhone's accordance with the term of the standard provisions in our Service contract for all work and/or services Agreement. satisfactorily performed by the Bidders prior to termination, net of any costs incurred by the City as a consequence of the default. Notwithstanding the above, the successful Bidders shall not be relieved of liability to the City for damages sustained by the City by virtue of any breach of the contract by the Bidders, and the City may reasonably withhold payments to the successful Bidders for the purposes of set off until such time as the exact amount of damages due the City from the successful Bidders is determined. The City will provide a thirty (30) day "cure period"for any contractual violation prior to termination of the 89 T+1.866.783.7787 E sales@paybyphone.com W paybyphone.com paybyphone USA-Canada-UK-France-Switzerland-Germany contract; should the successful Bidders fail to take the corrective action specified in the City's notice of default within the allotted cure period, then the City may proceed to terminate the contract for cause in accordance with this subsection 1.57. Missing Confidentiality Provision: Neither the Bidders or the City will from Formal disclose the other party's or its Solicitations No Confidentiality provisions are affiliates' confidential or proprietary -Terms and provided in the agreement. information, including Transaction Data Conditions and User Profile Data (including the terms of this Agreement and any PayByPhone proposes adding this information provided by the other party language to the Formal that is confidentially maintained or Solicitations -Terms and proprietary or which derives value from Conditions. not being generally known to persons who can obtain economic value from its disclosure or use or that a reasonable person would consider confidential, given the context) except: (i) with the other party's consent; (ii)to employees, agents and contractors who have a need to know in the discharge of their duties and who are subject to a contractual obligation to keep such information confidential that is at least as restrictive as this Agreement; or(iii) when required to do so by law or by any binding rule, order or request. For purposes of this Section, the Bidders and the City agree that confidential or proprietary information does not include any information that is: (i) already known to the receiving party at the time of disclosure hereunder(other than from the other party or its affiliates) as demonstrated by its written records; (ii) now or hereafter becomes publicly known other than through acts or omissions of the receiving party, or anyone to whom the receiving party disclosed such information; (iii) disclosed to the receiving party, by a third party, under no obligation of confidentiality to the disclosing party or any other party; or 90 T+1.866.783.7787 E sales@paybyphone.com W paybyphone.com !!! paybyphone USA-Canada-UK-France-Switzerland-Germany (iv) independently developed by the receiving party without reliance on the confidential information of the disclosing party as shown by its written records. Each party shall exercise reasonable commercial care in protecting the confidentiality of the other party's confidential information disclosed to it. The parties agree that an actual or threatened breach of this provision would result in irreparable harm to the party whose confidential information would be disclosed in breach and shall entitle that party to temporary or permanent injunctive relief without proof of actual damages. Missing Intellectual Property (IP) The parties acknowledge and agree from Formal that any trademarks, patents, trade Solicitations Current IP provisions in the names, logos, trade dress, domain -Terms and agreement do not adequately names, copyrights or licenses therein, Conditions protect PayByPhone. or other enforceable intellectual property rights and whether in hard or PayByPhone proposes adding this electronic copy (collectively language to the Formal "Intellectual Property") belonging to the Solicitations -Terms and other party, given to them under this Conditions. Agreement is and shall remain the property of that party for the duration of the Term of this Agreement. Except as expressly stated, nothing in this Agreement shall be deemed or interpreted to convey, transfer or assign any Intellectual Property rights to the other party. Each party reserves the right to approve in advance the use of its Intellectual Property by the other party in each and every instance. Upon termination of this Agreement for any reason the parties will use reasonable endeavours to ensure that all such Intellectual Property and material are removed from display and/or destroyed at the request of the other party save where such 91 T+1.866.783.7787 E sales@paybyphone.com W paybyphone.com HE paybyphone' USA-Canada-UK-France-Switzerland-Germany Intellectual Property is held by the parties in compliance with any statutory obligations and/or the maintenance of proper records. The parties undertake that they have all necessary permissions, licenses and rights to use the Intellectual Property of third parties for the purposes of this Agreement. To the extent permitted by law, each party shall indemnify (for the purposes of this clause, the "Indemnifying Party") the other(for the purposes of this clause the "Indemnified Party") against all actions, claims, proceedings, costs and expenses (including reasonable legal fees) arising from any actual infringement of Intellectual Property rights of whatever nature insofar as these relate to the Intellectual Property rights developed and owned by the Indemnifying Party or licensed to the Indemnified Party which claims, actions or proceedings arise as a result of the Indemnified Party's use of any of the Services, except that the indemnity shall not apply to any actions, claims or proceedings which are attributable to any breach of contract or negligent act or omission on the part of the Indemnified Party or where such actions, claims or proceedings relate to any developments of the services carried out by or at the request of the Indemnified Party except where the Indemnifying Party knew or ought to have known that such development of the services requested by the Indemnified Party would result in an infringement of Intellectual Property rights. Missing Ownership of Use of Data. Client Information from Formal 92 T+1.866.783.7787 E sales@paybyphone.com W paybyphone.com ;;; paybyphone USA-Canada-UK-France-Switzerland-Germany Solicitations No Data definitions or provisions are "Client Data" means all data provided -Terms and provided in the agreement. directly by the City to the Bidders in Conditions relation to this Agreement, including PayByPhone proposes adding this the City's parking rates, the City's language to the Formal identifiers for Parking Locations and Solicitations -Terms and parking stalls, merchant account Conditions. information, enforcement equipment and practices, and parking policies. During the term of this Agreement and for such time after as not expressly prohibited, the Bidders may obtain, store and use such Client Data for any purpose, including without limitation providing and improving services under this Agreement, so long as it complies with applicable data protection laws, contractual obligations and any other applicable requirements with respect to the Client Data. The Bidders shall retain exclusive ownership of all rights in any derivative data it develops based on Client Data. Following termination of this Agreement, the Bidders will, at the City's written request, return to the City or destroy all Client Data and copies thereof. Notwithstanding the foregoing, the Bidders shall be permitted to retain such copies of, or any computer records or files containing, the City's Data: (a)that has been archived by the Bidder's automatic electronic archiving and back-up procedures, to the extent created and retained in a manner consistent with the Bidder's standard archiving and back-up procedures; and (b)to the extent required by applicable law. Customer Information The parties will share information and data directly relating to drivers' parking sessions through the Bidder's service at the Parking Locations ("Parking Sessions") and as may be required by the City for parking enforcement, fines, and proceedings ("Transaction Data"). 93 T+1.866.783.7787 E sales@paybyphone.com W paybyphone.com paybyphone USA-Canada-UK-France-Switzerland-Germany Transaction Data may include vehicle license plate, parking session date, time, duration, zone number and amount paid, details of parking fines/violation notices, and parking session details obtained through customer service centre, and does not include User Profile Data (defined below). In using, sharing, or otherwise processing Transaction Data, the Bidders and the City must comply with applicable data protection laws, contractual obligations and any other applicable requirements. Each party is responsible to the Bidder's service users and other third parties for its respective use, sharing and processing of Transaction Data, whether it performs such use, sharing and processing directly or through third parties. Each party acts as a "data controller"with respect to Transaction Data for the purposes any privacy legislation that uses that concept and is applicable to the party's activities. Each party agrees to provide such assistance as is reasonably required to enable the other party to comply with the applicable data protection laws. Any information about or with respect to the Bidder's service users that is not related to parking sessions at the Parking Locations, including without limitation, information provided by users upon registration for an account and data about the user's activity in the account or the Bidder's applications ("User Profile Data") shall be exclusively owned by the Bidder. The Bidders shall retain exclusive ownership of all rights in any derivative data it develops based on Transaction Data and User Profile Data. 94 T+1.866.783.7787 E sales@paybyphone.com W paybyphone.com paybyphone USA-Canada-UK-France-Switzerland-Germany 95 T+1.866.783.7787 E sales@paybyphone.com W paybyphone.com HAMILL, NICK, MR 600-1290 HOMER STREET VANCOUVER, BC V6B 2-Y5 CA Annual Reports No Annual Reports Filed Document Imam 10/26/2023--Domestic Profit View image in PDF format