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Professional Services Agreement between CMB & Parkmobile, LLC
2 - „ 3 2PC 7 C 2_P /zg /2_3 ❑ocuSign Envelope 10 13318CA0.0A7t3-499U-A92&A448835e915A Contract ao.23451-01 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 WAR 5 - 207� this Professional Services Agreement ('PSA")and the ParkMobile, LLC. Service Agreement ('Seance Agreement'). collectively. the 'Agreement"is entered into this ('Effective Date"), botweon tho CITY OF MIAMI BEACH,FLORIDA,a munioipai cprporation organized and existing under the laws of the State of Florida, having Its prncipaf offices at 1700 Convention Center Drive,Miami Beach,Florida.33139(the'City'),and ParkMoblle,LLC,a Detaware Limited Liabil;ty 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 Sector 12.1 of the Agreement Agreement This Professional Seances Agreement between the City and Vendor. including any exhibits and amendments thereto and the ParkMobiie 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 Verdo For the pirooses of this Agreement. Vendor shall be ceerned to be an independent contractor,and not an agent or employee of the City IP Righ_s Any and all registered and unregistered lights granted,applied for, or otherwise now or hereafter in existence under or related to any patent. copyright. trademark, trade sec et, database protection, or other intellectual property rights laws, and all similar or eouivalertt nghts or forms of protection. rn any part of[he world 1 DocuSign Envelope ID 13318CA0-OA7B-4990-A928-A446835B915A Cererset 110.23.05nOt 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 ParkMobie 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 applcat►ons, services, or interfaces developed, Hosted, or managed by, on behalf of. or in partnership with Par*Mobile 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 ano 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 ParkMoble users that is not related to parking sessions at the Parking Locations, including without 2 DocuSign Envelope ID. 13318CAO-OA7B-4990-A928-A446B356915A Contract no.23-051-01 limitation, information provided by users upon registration for a ParkMobile account and data about the users 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"Ar 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''6`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 cemiamibeachfl.00v 2.2 Vendor's Services, and any deliverables incident thereto, shall be completed in accordance with the ernelrne 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 shal render the Services faithfully and to the best of its ability and in compliance with all applicable laws, Federal, Stale, and local laws, codes, ordinances, resolutions, administrative policies and procedures and/or rules and regulations. (collectively, "Applicable Laws"), devoting such time es 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 tree effective date of this Agreement 3 DocuSign Envelope ID:13318CA0-0A7B-4990-A928-A446635B915A Contract no13-051-CI 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 wntten amendment to this Agreement. 2.4 Help and Support.Part Mobile 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 ,kuthority 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 taws and regulations, and City's payment of foes,ParkMobile hereby grants the City the nonexclusive,nontransferable, non-sub-licensable, revocable right and sublicense to access and use the Platform during the Term, as defned 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 parry'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 DocuSign Envelope ID:13318CA0-0A7B-4990-A928-A446B35B315A Contract nol3-0SI-01 2.9 Proposal Documents. Notwithstanding the description of Park Mobile'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('Turn')shall commence on the date identified in the notice provided by the City Managers 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 exp;ration 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 vsitors. 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 ParicMobi'e Application transaction fees and parking rates. ParkMobile shall invoice the City and the City shall issue a check to reimburse ParfcMobile in accordance with Section 4.6. 4.3 Taxes. ParkMobite's prices do not induce sales, use, revenue or excise taxes, and accordingly, in addition to the price specified herein,the amount of any sates, 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 ParttMobile 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, ParkMobsle 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 DocuSign Envelope ID:13318CA0-OA7B-4990-A928-A446B35B915A C ontracl ao.23-05 1 41 1 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 tees collected by Partcmobiie 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 at 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 Jnvaiaea. 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 Pavabes aarniamibeachf+nose 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 incapab.e 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 DocuSign Envelope ID: 13318CA0-0A7B-4990-A928-A446835B915A Contract nn.23-051-at 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 desuibing the default and the proposed termination date. The date must be et 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 liquidaton 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 pary's properly 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, (n) 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 oI 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 DocuSign Envelope ID:13318CA0-0A78-4990-A928-A446835B915A Canlrncl ao.23-01-411 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,toss 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 sued costs and judgments which may be issued from any lawsuit ails=ng from such dams and losses,end shall pay aft costs and attomey's fees expended by the Indemnified Party in the defense of such claims end 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 Genera; 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 loss than $1,000,000 combined per accident for bodily injury and properly damage B DocuSign Envelope ID 13318CA0-0A7B-4990-A928-A446B35B915A Carursri au.23-O5r-0t D. Umbrella Liability Insurance in an amount no less than $5,000,000 per occurrence. The umbrella coverage must be as broad as the pnmary Coneral Liability coverage. Additional Insured - City of Miami Beach must be included by endorsement as en 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 shalt not be cancelled,except with notice to the City of Miami Beach Go EXIGIS Insurance Compliance Services. Waiver of Subrogation - Vendor agrees to obtain any endorsement that may be necessary to effect 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.V11 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 or the applicable insurance language, effecting coverage required by this contract Ail certificates and endorsements are to be received and approved by the City before work commences. However, failure to obtain the requiried documents prior to the work beginning shalt not waive the Vendor's obligation to provide them. The City reserves the right to require complete, certified copies or all required insurance policies, including endorsements, required by these specifications,at any time. CERTIFICATE HOLDER ON ALL COI MUST READ: CITY OF MIAMI BEACH Go EXIGIS Insurance Compliance Services P.Q. Box 947 Murrieta, CA 92564 Kindly submit all certificates of insurance,endorsements,exemption tetters to our servicing agent, EXIGIS,at: Certifc,_,tes-rmanrigr:ach ri,kwurk .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 DocuSign Envelope ID 13318CA0-0A7B-4990-A928-A446B35B915A Canlract no.23.051.111 SECTION 7 I,JTIQATION JURi$DICTiONNENUE/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 titigation 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 Citys 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 Vender's recovery from the City for any damage action for broach 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 Citys liability, as set forth in Section 768.28. Florida Statutes in no event shall any party be liable for consequential, speciai, 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 LAWSIPATENT RIGHTS,COPYRIGHT; AND CONFIDENTIAL FINDINGS 9.1 DUTY OF CARE With respect to the performance of tine 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. 1O DocuSiyn Envelope ID. 13318CA0-OA7B-4990-A928-A4468358915A Contract no.23-0514)1 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 Slates patent rights,copyrights or trademarks provided Mat: 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 compromise 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.copynght 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 shalt 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 infnngement would have been avoided but for such use. operation or combination;or it 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 sir. 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 partys or its affiliates' confidential or proprietary information, including Transaction Data and User Profile Data ("Confidential iniormatiori') (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 DocuSign Envelope ID. 13318CA0-0A78-4990-A928-A446H3513915A Contract no,23-OSI-01 i. with the other party's consent; 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 oonfrdential that Is at least as restrictive as this Agreement;or when required to do so by taw 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 lime 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. I I 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 hc:n i.e.9AM --5PM, Monday through Fridays,excluding nationally recognized holidays), and ds 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 DocuSign Envelope ID:13318CA0-OA7B-4990-A928-A446835B915A 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 end 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_ (U) 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 invo?ve cash. trade or volume discounts, insurance proceeds, rebates, or dividends received, payroll and personnel records and supporting documentation for lee aforesaid documents and records (E) The Vendor shall make available at as office at ail 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 DocuSign Envelope ID 13318CA0-0A7B-4990-A928-A446B356915A C'Aptruct no.2i•t1:51-01 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 shalt 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 poor 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 FUR 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 tie 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 heroin agrees to adhere to and be governed by all applicable Miami-Dada 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 DocuSign Envelope ID.13318CA0-OA7B-4990-A928-A446n358915A Contract no.23-051-01 as may be amended from lime to time;both of which are incorporated by reference as if fully set forth herein Vendor covenants that it presently has no interest and shah 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(1Xa), 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; (`) 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 Coes 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 DocuSign Envelope ID. 13318CA0-0A7B-4990-A928-A446B358915A Contract nu_23•0.51-01 (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 faits 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 flied 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. Al 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 formal (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: RAFAELGRANADOMIAMIBEACHFL,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 tiio foregoing criteria, Force Majeure may include 16 DowSign Envelope ID:13318CA0-OA7B-4990-A928-A446B35B915A (e1Irarf n1).23.O5I"O1 events such as war, civil insurrection, not, fires, epidemics, pandemics, terrorism, sabotage, explosion«, 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 seesire 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 teaming 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,(lii)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 affects 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 shalt not oonstitute 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 perod 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 scb;ect 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 en event of Force Majeure delays a party's performance under the Agreement for a time penod 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 DocuSign Envelope ID: 13318CA0-0A7B-4990-A928-A446B35B915A Contract no.23-051-0i 10.9 E-VERIFY (A) Vendor shalt comply with Section 448.095, Honda 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) 1ERMINATION RIGHTS. (1) If the City has a good faith belief that Vendor has knowingly violated Section 448.09(1), Florida Statutes, the City shalt 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 (BX1) or (BX2) 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 (BX1) 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/east 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 (:cerise 10 use its name and trademarks. without modification unless approved by Parkrnobile, 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 tirr,e to time It is the expectation of the parties that the representatives of the parties shall communicate directly with 18 DocuSign Envelope ID:13318CA0-0A7B-4990-A928-A446B35B915A Contract m23.0 5141 one another and work directly with one another to ensure that all Services provided hereunder ere completed on a timely and complete basis All meetings pursuant to this Suction 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 shalt, at no cost to the City, coordinate with PayByPhone 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 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 Locan.on shall be mutually agreed upon by the City. PayByPhone, end ParkMobile for each Parking Location. SECTION 11 NOTICES Until changed by notice, in writing, all sucti notices and comrnunicatDons 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 abgvre actttress and to 3egei-r,ot>ces earkmobiie.m TO CITY: City of Miami Beach, Parking Department CIO Parking Director 1755 Meridian Avenue, 2't Floor Miami Beach, Florida 33139 Mon icaBettran tilmiamibeaetifl.goi All notices mailed e`ectronicaily tb either party shall be deemed to be sufficiently transmitted. SECTION 12 MISCELLANEOUS PROVISIONS 12.1 CHANGES AND ADDITIONS Tnis 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 DocuSign Envelope ID. 13318CA0-0A78-4990-A928-A446B35B915A Cnntr*et na.23-05I-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 $EVERABILITY 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 Co not and will riot 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,wnt, injunction or decree of any court or governmental authority entered against it or by which any of its property is bound. 20 DocuSign Envelope ID 13318CA0-0A7B-4990-A928-A446B358915A Contract ru.23-D5.1•til 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 conCemrng the subfect 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] 2' DocuSgn Envelope ID-13318CA0-OA7B-4990-A928-A446B35B91SA Contract nol3-05I-01 IN WITNESS WHEREOF,the parties hereto have caused this Agreement to be executed by(heir appropriate offiudts,tIs of Use detitt bit eikited above FOR CITY; CITY OF MIAMI BEACH,FLORIDA ATTEST: By' _ 741664-k Refire .Granado,City Clerk T. Hudak,City Manager MAR 5 - 2024 Date. _ (ROM OUTER: FOR VENDOR. bt_ PARKMOR ,LLC By CL .Rr Print Name and Title Date. 2 S /20144 APPROVED AS TO FORM&LANGUAGE &FOR EXECUTION , .t t - /21JL3 City Attorney f�,.x Date 22 DocuSign Envelope ID:13318CA0-0A7B-4990-A928-A446B35B915A Contract no,23-05J•O1 EXHIBIT A SERVICE AGREEMENT 23 QParkMobile Exhibit A ParkMobile Service Agreement For the purposes of this Exhibit A, "ParkMobile" shall mean Parkmobile, LLC, a Delaware limited liability company, with offices at 1100 Spring St. NW, Ste 200, Atlanta, GA 30309 and "Client"shall mean City of Miami Beach, a Florida municipality, with offices at 1700 Convention Center Drive, Miami Beach, FL 33139. SERVICE TERMS Schedules This Agreement incorporates the following Schedules: Schedule 1: Client General Terms and Conditions; Schedule 2: Services. SCHEDULE 1: CLIENT GENERAL TERMS &CONDITIONS 1. SERVICES 2.1 Provision of Access. Subject to and conditioned on 1.1 General. During the term, ParkMobile will provide the Client's and its Authorized Users'compliance with the terms Services to Client in accordance with the terms and and conditions of this Agreement, all applicable laws and regulations, and Client's payment of fees, ParkMobile conditions of this Agreement. grants Client a non-exclusive, non-transferable right to 1.2 Launch Date. The parties will mutually agree upon the access and use the Platform during the Term. Such use is launch date for the Services. limited to Client's internal use. ParkMobile will provide Client the Access Credentials within a reasonable time 1.3 ParkMobile Application. On and after the launch date, following the Effective Date. Client's Parking Locations, along with associated Parking Information, will be made available to the general public 2.2 Documentation License. ParkMobile hereby grants to through the ParkMobile Application. Client a non-exclusive,non-sublicensable,non-transferable license to use the Documentation during the Term solely for 1.4 Parking Management Services. Subject to the license Client's internal business purposes in connection with its granted in Section 2, Client will be provided access to the use of the Services. Platform to manage Client's Parking Locations and associated Parking Information. 2.3 Use Restrictions. Client will not, directly or indirectly, and will not permit any third party to,access or use the Platform 1.5 Parking Locations. The parties agree that ParkMobile except as expressly permitted by this Agreement. For does not own, operate, manage, or maintain any Parking purposes of clarity and without limiting the generality of the Location. Client agrees that ParkMobile is not responsible foregoing, Client shall not, except as this Agreement for the condition or operation of any Parking Location, expressly permits: (a) copy, modify, or create derivative including, but not limited to, the operation of third-party works of the Platform or Documentation,in whole or in part; hardware and/or software-based solutions used by Client at (b) rent, lease, copy, lend, sell, sublicense, assign, the Parking Location or for the delivery and/or fulfillment of distribute,publish,transfer,or otherwise make available the parking or other services at the Parking Location. Platform or Documentation to any person or entity; (c) 1.6 Publicity of Services. Each party will use commercially reverse engineer, disassemble, decompile, decode, adapt, reasonable efforts to market the Services throughout the or otherwise attempt to derive or gain access to any Term. All brochures and promotional material to be software component of the Platform, in whole or in part; (d) distributed by Client will be in a form mutually agreed upon bypass or breach any security device or protection used by by the parties, which will not be unreasonably withheld or the Platform or access or use the Platform other than by an delayed. Authorized User through the use of his or her own then valid Access Credentials; (e) remove any proprietary notices 1.7 Reserved. from the Platform or Documentation; (f)use the Platform or 1.8 PCI DSS. ParkMobile has obtained, and will continue to Documentation in any manner or for any purpose that maintain throughout the term, Payment Card Industry — infringes, misappropriates, or otherwise violates any IP Data Security Standard (PCI DSS)certification. Right or other right of any person, or that violates any applicable law; (g) intentionally upload invalid data, 1.9 Online Client General Terms & Conditions. The parties malware, or other software agents through the Platform; or agree that this Agreement supersedes the Client General (h) use the Platform for any purpose beyond the scope of Terms and Conditions that is publicly available at the access granted in this Agreement. https://parkmobile.io/client terms with respect to the 2.4 Reservation of Rights. Nothing in this Agreement grants Services provided under this Agreement. However, in the any right, title, or interest in or to (including any license event of a conflict between the terms of this Exhibit A and under)any IP Rights in or relating to,the Services,whether the Professional Services Agreement, the terms of the Professional Services Agreement shall govern. expressly, by implication, estoppel, or otherwise. All right, title, and interest in and to the Services are and will remain 2. ACCESS&USE OF PLATFORM with ParkMobile. PSA-,F Page 1 of 6 rev 09/11 QParkMobile Exhibit A ParkMobile Service Agreement 2.5 Changes. ParkMobile reserves the right, at ParkMobile's Services outside of the scheduled maintenance window, sole cost and in its sole discretion,to make any changes to ParkMobile will use commercially reasonable efforts to give the Services that it deems necessary or useful to: (a) Client at least 24 hours prior notice. Notwithstanding the maintain or enhance: (i) the quality or delivery of foregoing, ParkMobile reserves the right to perform any ParkMobile's services to its customers; (ii)the competitive required emergency maintenance work outside of the strength of or market for ParkMobile's services; or (iii) the scheduled maintenance window.To the extent practicable, Services' cost efficiency or performance; or (b) to comply ParkMobile will use commercially reasonable efforts to with applicable law. notify Client before commencing any emergency maintenance outside of the scheduled maintenance 2.6 Suspension or Termination of Services.Notwithstanding window and will anything to the contrary in this Agreement, ParkMobile may use commercially reasonable efforts to limit suspend, terminate, or otherwise Client's, any Authorized or avoid impactt to use of the Services. User's, or any other person's access to or use of all or any 4.2 Client Support. ParkMobile will use commercially part of the Services, without incurring any resulting reasonable efforts to assist Client with any technical obligation or liability, if: (a)ParkMobile receives a judicial or support that Client may reasonably require in using the other governmental demand or order, subpoena, or law Services. ParkMobile will provide technical support for rate enforcement request that expressly or by reasonable and configuration changes to Client Monday — Friday implication requires ParkMobile to do so;or(b)ParkMobile (excluding holidays) between the hours of 8:00 a.m. and believes, in its good faith that (i) Client or any Authorized 6:00 p.m. (ET). For issues relating to On-Demand Parking User has failed to comply with any material term of this Services, Client may submit a support request via email to Agreement,and has failed to become compliant within thirty supportO..parkmobile.io. For issues relating to Reservation (30)days of ParkMobile's written notice to do so, or Client Parking Services, Client may submit a support request via has accessed or used the Services beyond the scope of the email to prst parkmobile.io. ParkMobile will provide Client rights granted or for a purpose not authorized under this with emergency technical support 24 hours a day, seven Agreement; (ii)Client or any Authorized User is, has been, days a week, 365 days a year. In the event of an or is likely to be using the Services for fraudulent, emergency involving technical and/or system availability misleading, or unlawful activities; (iii) there is a threat or issues,Client may contact the on-call engineer via email to attack on any of the Services;(iv)Client's or any Authorized applicationsupportii parkmobile.io. User's use of the Services disrupts or poses a security risk to ParkMobile or to any other client, end user, vendor or 4.3 End-User Support. ParkMobile will provide customer partner of ParkMobile; or (v) this Agreement expires or is support for ParkMobile Users 24 hours a day, seven days terminated.This Section does not limit any of ParkMobile's a week, 365 days a year. There are multiple methods that other rights or remedies,whether at law, in equity, or under ParkMobile Users can access customer support, such as: this Agreement. ParkMobile's online ticketing system, in-app chat feature, and toll-free phone number. 3. CLIENT RESPONSIBILITIES 5. CONFIDENTIAL INFORMATION 3.1 Use of Platform Account. Client is responsible and liable for all uses of the Platform resulting from access provided 5.1 General. Neither party will disclose the other party's by Client, directly or indirectly,whether such access or use Confidential Information except to its employees, affiliates, is permitted by or in violation of this Agreement.Client must agents, or professional advisors ("Representatives") who notify ParkMobile immediately of any breach of security or need to know it and who have a legal obligation to keep it unauthorized use of Client's account. confidential. The receiving party will use the disclosing party's Confidential Information only to exercise rights and 3.2 Parking Information. Client is responsible for setting all fulfill obligations under this Agreement.The receiving party rates, zones, and other required information regarding its will ensure that its Representatives are also subject to the Parking Locations offered through the ParkMobile same non-disclosure and use obligations. The receiving Application and for keeping such information up to date party may disclose the other party's Confidential within the Platform. Information when required by law after giving reasonable 3.3 Effect of Client Failure or Delay. ParkMobile is not notice to the disclosing party, if permitted by law. responsible or liable for any delay or failure of performance 5.2 Personal Data. In the event a party discloses Personal caused in whole or in part by Client's delay in performing, Data to the other party,the receiving party will have the right or failure to perform, any of its obligations under this to use the Personal Data only as required and necessary to Agreement. perform its obligations under this Agreement. 4. SERVICE AND SUPPORT 6. INTELLECTUAL PROPERTY OWNERSHIP 4.1 Scheduled Maintenance. ParkMobile will use 6.1 Client Data. Client Data remains the sole and exclusive commercially reasonable efforts to schedule downtime for property of Client. Client grants ParkMobile a perpetual, routine maintenance of the Services between the hours of irrevocable, royalty-free license to use Client Data in 12:00 a.m. and 4:00 a.m., Eastern Time; however, connection with the Services. ParkMobile may modify this window from time-to-time by providing Client with advance notice. If ParkMobile 6.2 Client Brand Features. Client grants to ParkMobile a anticipates that it will need to perform maintenance nonexclusive, nonsublicensable, nontransferable, royalty activities that are likely to be disruptive to the use of the free license during the term to display Client's Brand PSA.IF Page 2 of 6 rev 09122 QParkMobile Exhibit A ParkMobile Service Agreement Features in connection with providing and/or marketing the THEORY, INCLUDING BREACH OF CONTRACT, TORT Services. ParkMobile will not make any use of Client's (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND Brand Features in a manner that dilutes, tarnishes or blurs OTHERWISE, FOR ANY: (A) LOSS OF PRODUCTION, the value of such Brand Features. USE, BUSINESS, REVENUE, OR PROFIT OR 6.3 ParkMobile IP. Client acknowledges that, as between DIMINUTION IN VALUE;(B)IMPAIRMENT, INABILITY TO Clientak and ParkMobile, ParkMobile ownsesall right, tiile, and USE OR LOSS, INTERRUPTION, OR DELAY OF THE intere , including arkM all IP Rights,Mob in and o tgh Services, SERVICES; (C) LOSS, DAMAGE, CORRUPTION, OR RECOVERY OF DATA, OR BREACH OF DATA OR including but not limited to the ParkMobile Application and SYSTEM SECURITY; (D) COST OF REPLACEMENT the Platform. GOODS OR SERVICES; (E) LOSS OF GOODWILL OR 6.4 ParkMobile Brand Features. ParkMobile grants to Client REPUTATION; OR (F) CONSEQUENTIAL, INCIDENTAL, a nonexclusive, nonsublicensable, nontransferable, royalty INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR free license during the term to display ParkMobile's Brand PUNITIVE DAMAGES, REGARDLESS OF WHETHER Features in connection with the Services, subject to SUCH PERSONS WERE ADVISED OF THE POSSIBILITY ParkMobile's Brand Guidelines available at OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES https://parkmobile.io/company/parkmobile-media- OR DAMAGES WERE OTHERWISE FORESEEABLE, assets/logos/. Client will not make any use of ParkMobile's AND NOTWITHSTANDING THE FAILURE OF ANY Brand Features in a manner that dilutes, tarnishes or blurs AGREED OR OTHER REMEDY OF ITS ESSENTIAL the value of such Brand Features. PURPOSE. 6.5 ParkMobile User Data. ParkMobile User Data remains the 8.2 Cap on Monetary Liability. EXCEPT AS OTHERWISE sole and exclusive property of ParkMobile. ParkMobile may PROVIDED IN SECTION 10.3, IN NO EVENT WILL THE sublicense certain ParkMobile User Data to Client upon COLLECTIVE AGGREGATE LIABILITY OF PARKMOBILE Client's execution of ParkMobile's Data Protection ARISING OUT OF OR RELATED TO THIS AGREEMENT, Agreement. Client will not, directly or indirectly: (i) sell or WHETHER ARISING UNDER OR RELATED TO BREACH resell ParkMobile User Data in any capacity or form; (ii) OF CONTRACT, TORT (INCLUDING NEGLIGENCE), create any derivative work using ParkMobile User Data; or STRICT LIABILITY, OR ANY OTHER LEGAL OR (iii) use ParkMobile User Data for purposes other than EQUITABLE THEORY,EXCEED ONE TIMES THE TOTAL those specifically allowed in this Agreement. AMOUNTS PAID TO PARKMOBILE UNDER THIS Notwithstanding the foregoing, the parties acknowledge AGREEMENT IN THE 12 MONTH PERIOD PRECEDING and agree that ParkMobile will not sublicense or provide THE EVENT GIVING RISE TO THE CLAIM. THE any PCI Data to Client. FOREGOING LIMITATIONS APPLY EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE. 6.6 Resultant Data. Resultant Data remains the sole and exclusive property of ParkMobile. ParkMobile grants Client 8.3 Exceptions.The exclusions and limitations in Section 10.1 a revocable, royalty-free, non-exclusive, non-assignable, and Section 10.2 do not apply to ParkMobile's obligations non-transferable license to applicable Resultant Data for under Section 9 or liability for ParkMobile's gross the duration of the term only for Client's internal use in negligence or willful misconduct. connection with the Services. 9. ADDITIONAL TERMS 6.7 Reservation of Rights. ParkMobile reserves all rights not 9.1 Inclusion of Non-Participating Agencies. During the expressly granted to Client in this Agreement. Except for Term of this Agreement, ParkMobile agrees to extend the the limited rights and licenses expressly granted under this pricing, terms, and conditions of this Agreement to any Agreement, nothing in this Agreement grants, by other government agency and/or municipality located in the implication,waiver, estoppel, or otherwise, to Client or any State of Florida (each a "Florida Agency") that wishes to third party any IP Rights or other right,title, or interest in or receive the Services. This provision does not require a to the ParkMobile Application and/or the Platform. Florida Agency to purchase from ParkMobile; however, it 7. FEES AND PAYMENT allows Florida Agencies, at their sole discretion, to make use of Client's competitive process and purchase directly 7.1 Limited Payment Agent.Client appoints ParkMobile as its from ParkMobile. All purchases made by other Florida agent for the limited purpose of receiving, holding, and Agencies shall be understood to be transactions between settling payments made by ParkMobile Users to Client in that Florida Agency and ParkMobile. Client shall not be connection with the Services. Client acknowledges and responsible for any such purchase and shall not be a party agrees that receipt of payment from ParkMobile Users in to such agreement. For the sake of clarity, this provision connection with the Services by ParkMobile shall be does not modify or supersede any pre-existing agreement deemed the same as receipt by Client itself. between a Florida Agency and ParkMobile. 8. LIMITATION OF REMEDIES AND DAMAGES 10. GENERAL TERMS 8.1 Exclusion of Damages. EXCEPT AS OTHERWISE 10.1 Third-Party Beneficiaries. There are no third-party PROVIDED IN SECTION 10.3, IN NO EVENT WILL beneficiaries under this Agreement. PARKMOBILE OR ANY OF ITS LICENSORS, SERVICE PROVIDERS, OR SUPPLIERS BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER UNDER ANY LEGAL OR EQUITABLE PS _F Page 3 of 6 ev 09/2? QParkMobile Exhibit A ParkMobile Service Agreement 10.2 Export Control. Client will comply with all export and parking, parking lots, parking decks, permitted parking,and import laws and regulations of the United States and other other facilities where ParkMobile Users may park. applicable jurisdictions. Without limiting the foregoing, Client:(i)represents and warrants that it is not listed on any "ParkMobile Application" means any and all mobile and/or U.S. government list of prohibited or restricted parties or web applications, services, or interfaces developed, located (or a national of)a country that is subject to a U.S. hosted, or managed by, on behalf of, or in partnership with government embargo or that has been designated by the ParkMobile and that are made available to the general U.S.government as a"terrorist supporting"country; (ii)will public and that facilities the payment of parking pp g transactions. not (and will not permit any third parties to) access or use any Service in violation of any U.S. export embargo, "ParkMobile User" means an end user that uses the prohibition or restriction, and (iii) will not submit to any ParkMobile Application. Service any information that is controlled under the U.S. International Traffic in Arms Regulation. "ParkMobile User Data"means information,data,and other content, in any form or media, that is submitted, posted, or 11. DEFINITIONS otherwise transmitted by or on behalf of a ParkMobile User, "Access Credentials" means any user name, identification directly or indirectly,through the ParkMobile Application. number, password, license or security key, security token, "PCI Data" means, as applicable, payment card number, PIN,or other security code, method,technology,or device, cardholder name, expiration date, card verification code or used alone or in combination, to verify an individual's value, service code, and/or security-related information identity and authorization to access and use the Platform. used to authenticate cardholders and/or authorize payment "Authorized User" means Client's employee, consultant, card transactions contractor,and agent who is authorized by Client to access "Personal Data" means (i) any information about an and use the Platform under the rights granted to Client identified or identifiable individual; or(ii) information that is pursuant to this Agreement. not specifically about an identifiable individual but, when "Brand Features" means a party's trade names, combined with other information,may identify an individual. trademarks, service marks, logos, domain names, and Personal Data includes names, email addresses, postal other distinctive brand features. addresses, telephone numbers, government identification numbers, financial account numbers, payment card "Client Data" means any data specific to Client's operation information, license plate information, online identifiers that is provided by Client to ParkMobile to be used in the (including IP addresses and cookie identifiers),network and provision of Services that is not available to ParkMobile hardware identifiers, geolocation information, and any publicly or by other means. information that constitutes "personal data" or "personal information" within the meaning of any relevant and "Confidential Information"means information that one party applicable data privacy or protection laws. (or an affiliate) discloses to the other party under this Agreement, and that is marked as confidential or would "Platform" means access-controlled mobile and/or web normally be considered confidential information under the applications, services or interfaces developed, hosted, or circumstances. It does not include information that is managed by,on behalf of,or in partnership with ParkMobile independently developed by the recipient, is rightfully given that are made available to Client to administer, configure, to the recipient by a third party without confidentiality manage and/or monitor parking sessions, parking rates, obligations or becomes public through no fault of the and/or parking restrictions associated with Client's Parking recipient. Locations. "Documentation"means any manuals,instructions,or other "Resultant Data" means data and information related to documents or materials that ParkMobile provides or makes Client's,Authorized Users'and/or ParkMobile Users'use of available to Client in any form or medium and which the Services that is used by ParkMobile in an aggregate describe the functionality, components, features, or and anonymized manner, including to compile statistical requirements of the Services. and performance information related to the provision and "IP Rights" means any and all registered and unregistered operation of the Services. rights granted, applied for, or otherwise now or hereafter in "Services"means the ParkMobile Application,the Platform, existence under or related to any patent, copyright, and all other services provided by ParkMobile under this trademark, trade secret, database protection, or other Agreement. intellectual property rights laws,and all similar or equivalent rights or forms of protection, in any part of the world. "Parking Information" means parking zones, parking rates, parking restrictions, selected payment methods, and other information necessary for the provision of the Services for a specific Parking Location. "Parking Location" means the location or locations of Client's on-street parking, off-street parking, reservation PSA-LF Page 4 of 6 rev.09/22 CS ParkMobile Exhibit A ParkMobile Service Agreement SCHEDULE 2: SERVICES ON-DEMAND PARKING SERVICES ParkMobile offers a service to ParkMobile Users that facilitates the activation of and payment for on-demand parking using the ParkMobile Application ("On-Demand Parking"). ParkMobile Users may begin and, if applicable, end a parking transaction in a variety of ways: (1) visiting https://app.parkmobile.io; (2) calling ParkMobile's IVR System, or(3)using the ParkMobile Application. In order to register with ParkMobile and begin a parking session, a consumer simply provide ParkMobile with the information required by ParkMobile to create an account, including payment method information and license plate number. Thereafter, subsequent parking sessions only require the ParkMobile User to enter or select the applicable parking duration available for the applicable location. The parking zone code of the Client parking areas are indicated on parking signs or on parking meters. Enforcers of the Client check the validity of parking status real time against the Platform via a web service offering, provided as part of the Services, to determine if a valid parking right exists. This information can be accessed by using a handheld terminal, mobile device or personal digital assistant(PDA). ParkMobile does not provide or pay for Client's use of handheld terminals, mobile devices or PDAs for enforcement or any data plans or other items needed for communication between such items and the Services. At their option, ParkMobile Users will receive parking alert services from ParkMobile via SMS, ParkMobile Application push notification or email. The ParkMobile User may be notified, for example, when parked for an extended period of time or when the maximum parking time nears expiration. ParkMobile Users can use On-Demand Parking anywhere the Services are available. All parking charges are automatically charged to the ParkMobile User's payment method, and ParkMobile Users have real time access to an online account-based personal page accessible from https://app.parkmobile.io to access and print parking history, receipts, and statements. PSA-_F Page 5 of 6 rev 09/22 DocuSign Envelope ID:13318CA0-0A7B-4990-A928-A446B35B9 i 5A Contract no.234151d1 EXHIBIT o FEE SCHEDULE ParkMoblle shall charge the end user en end•user fee as outlined in the pricing below: Convenience Fee paid by Residents $No Fee Convenience Fes paid by Non-Residents utilir►ng ParkMobile Wallet $0 30 Convenience Fee paid by Non.Re$idants without utitirin@ ParkMobile Wallet 3-0.35 24 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 3/ day of ,JNhugrtf 2024. ATTEST: FEB 0 6 2024 ••..,/,.47 • RAFAEL E. GRANADO, CITY CLERK �..Q,,,, ��� STEVEN MEINER, MAYOR sI IMCORP OiUTED' s •, qo I." APPROVED AS TO .03 ..0"'"`�'` FORM & LANGUAGE . LL,H26v__- & FOR EXECUTION Sponsored by Commissioner Alex J. Fernandez ( — (6 — Z�l City Attorney >,- Date 8 Agenda Item: C2 D • I AM l B E AC H Date: 1-31-2024 City of Miami Beach, 1700 Convention Center Drive,Miami Beach,Florida 33139.www.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 2i Page 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 3I , 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. Pt) -d t. RW/ MB/ D/ I�B 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. • 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 MonicaBeltrangmiamibeachfl.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. Al 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: Payables(c�miamibeachfl.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 MANAGERS 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 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-miamibeachtariskworks.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 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 compromise 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 (13) 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 ail 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(WIAMIBEACHFL.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.23-051-0 1 one another and work directly with one another to ensure that all Services provided hereunder are completed on a timely and complete basis. All mcctings 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 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 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-noticesna parkmobife.io TO CITY: City of Miami Beach, Parking Department CIO Parking Director 1755 Meridian Avenue, 2nd Floor Miami Beach, Florida 33139 MonicaBeltranimiamibeachfl.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 date first entered above. FOR CITY: CITY OF MIAMI BEACH, FLORIDA ATTEST: By: Rafael E. Granado, City Clerk Aline T. Hudak, City Manager Date: FOR VENDOR: PARKMOBILE, LLC By: Print Name and Title Date: APPROVED AS TO FORM & LANGUAGE & FOR EXECUTION r ;01/4- h1123 City Attorney Date 22 30 Contract no.23-051-01 EXHIBIT A SERVICE AGREEMENT 23 31 Contractno-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.23-0S 1-02 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, 2nd 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 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 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(Qriskworks.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 C/O Parking Director 1755 Meridian Avenue, 2"d Floor Miami Beach, Florida 33139 MonicaBeltranmiamibeachfl.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 8 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 PAYBYPHONE US INC. City Attorney Wr 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 arid 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/pbp professionalservicessamplerates.pdf for sample rates. 1.6 PAYBYPHONE LNTERACTIVE 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 I1 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 USEOFQRCODE 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 Page I2 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/pdf7us/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 Party 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 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"r0 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 15 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/pbp_professionalservicessampierates: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. Signature: Signature: Name: Name: Title: Title: Attest. Signature: Name: Rafael E.Granado,City Clerk Date: Page 16 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. " 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 fee4 Waived—Included with standard transaction fee Reduced Rights&Rates setup fee $500 Rights&Rates monthly subscription fee for one(1)Right $199 per month Validation Portal setup fee $1,500 I. a ;; v t 63 EXHIBIT B PAYBYPHONE FEES Validation Portal monthly subscription fee $250 per Parking Locationimo. 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 S0 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. Page 12 64 Contract no.23-051-02 EXHIBIT C TIMELINE/SCHEDULE/SIGNAGE PaayByPhone Q Clty dt MO Beach Planned Scopel[Qir3o Mobile Payments 'Aft estimated dates and tlmefromes ore dependent upon Infvrmntion being provided to PayByPhone by the City. lAnt1Upated Initialing load City Team Estimated Task Description PAP Taam Member(c) • Task Duration Completion Ocflvurahle Rate Date Designation Members{ Date Procurement,City IManager,Parking, 111/1/2023 Contract Negotiation__ Sales,Legal Legal 3Weeks 22-Nov23 Fully Executed Agreement Parking Admin, I ---.-_.----- Soles,Implementation, Finance,IT, Workbook provided,which includes all information needed by PBP to I Account Management, Integration/Enforce work on the City's implementation for mobile payments.Clearly 'ill/29/2023 Project kickoff Cal PayByPhone Integrations meet ,1 Hour 11/29/2023 dented expectations and timelines will be discussed All relevant i city/parking team I11/29/2023 Workbook Complete !City members 2 week: 12/13/I013 Workbook ret ened to PayByPhone with completed materials Merchant Account 1 Finance,Parking City to begin setting up merchant account ASAP to ensure available for 111/29/2023 Setup (City Implementation Menlo 3.4 Weeks 12/27/2023 test transactions necessary prier to go live. 1 Upon City providing contact information for enforcement partner, ParkingAdmin& PayByPhone will engage with provider to set up Integration for 112/13/2023 Enforcement Engaged (PayByPhone implementation Enforcement 3-4 weeks 1/3/2024 enforcement purposes 1 I PayByPhone will discus lipase during weekly calls and create mock- ! Parking Admm& ups for approval by Cey.Upon approval,signage will be ordered for 11/6/2023 Slgnage Discussion iPaygyPhone Implementation . Enforcement 2 weeks 12/27/2023 delivery prior to estimated go live, PayByPhone will discuss marketing strategies available to the by and Parking Admin& discuss the City's marketing desires to plan marketing efforts to 12/27/2023 Marketi g Discussion PayByPhone !Implementation Marketing Ongoing TOO announce mobile payment launch within the City. Test Transactions- l I Parking Adm lofront in& Test transanns will be submitted with 000prabon the Oty to I1/1/2024 Merchant IPayltyPhone !implementation Finance 1.2 Weeks 1/1S/2024 verify visibility w4hin merchant account. Test Transactions- I 1 Parking Admin& Test transactions will he submitted Toth cooperation from the City to I1/1/2024 Enforcement `PayByPhone jlmplementatlon Enforcement 1.2 Weeks 1/15/2024 verify visibility within enforcement devices Menage Installation I I City to Install signage and decals with plans to have system live upon {11/1/2024 Planning City Parking Admin 1.2 Weeks 1/19/2014 install. 1.1/23/2024 Go Live iPayByPhone ilmplementation Parking Admin Ongoing I/23/2024 Go live date may vary based en when signs are installed. 25 65 THIS PAGE INTENTIONALLY LEFT BLANK 66 Competitive Bid Reports - C2 D 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 BEACH PROCUREMENT DEPARTMENT 1755 Meridian Avenue,3ra 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. 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%. ADDENDUM NO.2 � � REQUEST FOR QUALIFICATIONS NO.2023-051-WG MOBILE PARKING PAYMENT SYSTEM M I AM I B E AC H 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. 07. 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 I ADDENDUM NO.2 REQUEST FOR QUALIFICATIONS NO.2023-051-WG MOBILE PARKING PAYMENT SYSTEM M I /\t\/\ I BE/\ F-1 PROCUREMENT DEPARTMENT 1755 Meridian Avenue,To 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. Al1: 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. Q14. 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 I ADDENDUM NO.2 REQUEST FOR QUALIFICATIONS NO.2023-051-WG MOBILE PARKING PAYMENT SYSTEM M I AM I BE,ACI-I 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? 4 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'°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. 034: 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) ADDENDUM NO.2 REQUEST FOR QUALIFICATIONS NO.2023-051-WG MOBILE PARKING PAYMENT SYSTEM M I A M I B E AC I-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? I 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,3ra 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, wELLLLavu. ctarviso 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 •PAR IN 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 42.00 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 $4.00 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 $6.00 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 48.00 11 TO 12 $16.00 3 TO 4 $8.00 11 TO 12 $16.00 3 TO 6 $10.00 3T04 $8.00 8T015 $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 $20.0D 4 TO 5 $9.00 15 TO 24 $20.00 5 706 $10.00 13 7014 $18.00 5106 $10.00 13 TO 14 $18.00 5 70 6 $10.00 13 70 14 $18.00 6 TO $11.00 14 TO 15 $19.00 6 70 7 $11.00 14 TO 15 $19.00 6107 $11.00 14 TO 15 $19.00 7 TO 8 $12.00 15 TO 24 $20.00 7 TO 8 $12.00 15 TO 24 $20.00 7 70 8 $12.00 15 TO 24 $20.00 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 I LOST TICKET$20.00 I I LOST TICKET$20.00 I I LOST TICKET$20.00 42nd Street(G6) City Hall(G7) 5th&Alton(G8) Pennsylvania Avenue(G9) Sunset Harbor(G10) HOURS RATE HOURS RATE HOURS RATE HOURS RATE HOURS RATE HOURS RATE HOURS RATE HOURS RATE 1 -$ HOURS $1 PER 0TO1 $2.00 5 TO 6 $10.00 0T01 $2.00 8T09 $13.00 0701 $2.00 5 TO 6 $10.00 0 TO 1 $2.00 5 TO6 $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 2T03 $6.00 10 TO 11 $15.00 2 TO 3 $6.00 7TO8 $12.00 2T03 $6.00 7 TO 8 $12.00 THEREOF 3T04 $0.00 8 TO 15 $15.00 3T04 $8.00 11 TO 12 $16.00 3T04 $8.00 8T015 $15.00 3 TO 4 $8.00 8 TO 15 $15.00 4 TO 5 $9.00 15 TO 24 $20.00 4 TO 5 $9.00 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 5706 $10.00 13 70 14 $18.00 6 TO $11.00 14 TO 15 $19.00 7 TO 8 $12.00 15 TO 24 $20.00 EVENT FLAT RATE DAILY FLAT RATE lip 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 0 TO 1 $2.00 5 TO 6 $10.00 PARKING FEE INCLUDES APPLICABLE STATE SALES TAX 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 $8.00 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 1E PO Box 2394,Omaha,NE 68103-2394 YOUR CARD PROCESSING STATEMENT CITY OF MIAMI BEACH Page 1 of 58 THIS IS NOTA 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 SUMMARY An overt,1ew of account activity for the statement per.:. 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. 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 -$9,221.89 -$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,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 2 of 58 Customer Service Website- Phone-1-800-432-7628 Statement Period 01/01/23-01/31/23 Date Submitted Third Party Chargebacks/ Amount Submitted Amount Transactions Reversals Adjustments Fees Processed 01/15/23 S65,380.29 -$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 S45,886.41 -$7,442.26 $48.05 0.00 0.00 $38,492.20 MN 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 S77,872.70 -$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 -S10,391.37 -$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 S1,479,901.94 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 S33,284.14 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 hems 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,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. 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 Twist Bank. im YOUR CARD PROCESSING STATEMENT Merchant Number 275173125889 Page 4 of 58 Nom 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 mos 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,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 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 $25.40 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 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 Truist Bank. YOUR CARD PROCESSING STATEMENT Merchant Number 275173125889 Page 6 of 58 IMII 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 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 MINN 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 01/03123 $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,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 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 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 8 of 58 IMM 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,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,art 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 $554.86 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 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. mii YOUR CARD PROCESSING STATEMENT Merchant Number 275173125889 Page 10 of 58 iiim 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 ono 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,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 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 D 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. YOUR CARD PROCESSING STATEMENT Merchant Number 275173125889 Page 12 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 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 mo 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 $2.91 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 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 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,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. im YOUR CARD PROCESSING STATEMENT Merchant Number 275173125889 Page 14 of 58 um 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 IIMI 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 01/09123 $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 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. mi YOUR CARD PROCESSING STATEMENT Merchant Number 275173125889 Page 16 of 58 MEN 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 IIIIM 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 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 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 Truist 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 18 of 58 IMI 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 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 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. 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. iim 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 $3.46 124 $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,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 22 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 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 imin 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 Truist 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,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. imi YOUR CARD PROCESSING STATEMENT Merchant Number 275173125889 Page 24 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 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 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 56,767.80 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,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 25 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 hems 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 51,047.29 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 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. imi YOUR CARD PROCESSING STATEMENT Merchant Number 275173125889 Page 26 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 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 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 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 01/17123 $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 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 28 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 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 MI 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 0 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 01/17123 $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 85.00 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 Twist,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 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 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 30 of 58 NOM 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,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. 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,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 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,Twist 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. 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 Batch Submit Date Average Items Amount Items Amount Items Amount Ticket 801379202960 01/20/23 $5.42 77 $417.15 0 0.00 77 $417.15 801380202892 01/20/23 $1.92 14 $26.90 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 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 34 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 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 82.35 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,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 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 Truist Bank. IIIII YOUR CARD PROCESSING STATEMENT Merchant Number 275173125889 Page 36 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 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,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 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 r 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,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. imi YOUR CARD PROCESSING STATEMENT Merchant Number 275173125889 Page 38 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 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 MINE 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,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 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 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 40 of 58 IMIM 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 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 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 $1,654.07 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,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. MIN YOUR CARD PROCESSING STATEMENT Merchant Number 275173125889 Page 42 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 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 MN 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 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 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 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 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 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 01128/23 $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 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. imi YOUR CARD PROCESSING STATEMENT Merchant Number 275173125889 Page 46 of 58 Emii 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,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 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 S1,259.49 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,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. mi YOUR CARD PROCESSING STATEMENT Merchant Number 275173125889 Page 48 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 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 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 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 49 of 58 Customer Service Websit - 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 01/31123 $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 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. MN YOUR CARD PROCESSING STATEMENT Merchant Number 275173125889 Page 50 of 58 III 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 MIN 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 $1,824,669.63 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 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 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 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 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 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 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,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 52 of 58 imio 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 01/12/23 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 IMO 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 properly 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 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 53 of 58 Customer Service Website- Statement Period 01/01/23-01/31/23 Phone-1-800-432-7628 r.�;r ,'W .'•a_ 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. NNE YOUR CARD PROCESSING STATEMENT Merchant Number 275173125889 Page 54 of 58 Customer Service Website- Phone-1-800-432-7628 Statement Period 01/01/23-01/31/23 =21 -4/ximestat- Transactions that are challenged or disputed by a cardholder or card-issuing bank. 7 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 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 -S497.98 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 FEES Amount charged to authorize,process and settle card transactions,along with transaction-based and/or fixed amounts charged for specific card processing 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,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 55 of 58 Customer Service Website- Statement Period 01/01/23-01/31/23 Phone-1-800-432-7628 Amount charged to authorize,process and settle card transactions.along with transaction-based and/or fixed amounts charged for specific card processing FEES 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 MQ(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,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. mil 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 11111111111 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 -$2,133.94 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. i 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 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 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 MQ(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(DB) $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 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. NM 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 PRO 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 61,064,287.19 207,141 445,163.93 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 633,284.14 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 6256,398.38 55,700 0.00 TOTAL $1,824,669.63 364,860 461,03637 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. ATTACHMENT C SUNBIZ & PROPOSAL RESPONSE TO RFQ DIVISION OF CORPORATIONS dowitLfYt;;lUr'f of ibril an affirm!;stile o/Florida orrbiitr Department of State / Division of Corporations / Search Records / Search by Entity Name / Detail by Entity Name Foreign Limited Liability Company PARKMOBILE, LLC Filing Information Document Number M15000000734 FEI/EIN Number 38-3941930 Date Filed 01/20/2015 State DE Status ACTIVE Last Event LC AMENDMENT Event Date Filed 12/03/2015 Event Effective Date NONE Principal Address 1100 SPRING STREET NW SUITE 200 ATLANTA, GA 30309 Changed: 02/13/2018 Mailing Address 1100 SPRING STREET NW SUITE 200 ATLANTA, GA 30309 Changed: 02/13/2018 Registered Agent Name&Address CORPORATION SERVICE COMPANY 1201 HAYS STREET TALLAHASSEE, FL 32301-2525 Authorized Person(s)Detail Name&Address Title MANAGING MEMBER PARKMOBILE USA, INC. 1100 SPRING STREET NW SUITE 200 ATLANTA, GA 30309 Title Secretary Stewart,Anthony 1100 SPRING STREET NW SUITE 200 ATLANTA, GA 30309 Annual Reports Report Year Filed Date 2021 04/26/2021 2022 04/23/2022 2023 04/03/2023 Document Images 04/Q3/2023--ANNUAL REPORT View image in PDF format 04/23/2022--ANNUAL REPORT View image in PDF format 04/26/2021—ANNUAL REPORT View image in PDF format 04/18/2020--ANNUAL REPORT View image in PDF format 01/17/2019--ANNUAL REPORT View image in PDF format 02/13/2018—ANNUAL REPORT View image in PDF format 04/12/2017--ANNUAL REPORT View image in PDF format 03/01/2016—ANNUAL REPORT View image in PDF format 12/03/2015—LC Amendment View image in PDF format 1 01/20/2015--Foreign Limited View image in PDF format BID SUBMITTAL QUESTIONNAIRE SECTION 1 - BID CER1 it-ACATION Fvrtt 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.ParkMobile,LLC NO OF YEARS IN BUSINESS.15 NO.OF YEARS IN BUSINESS LOCALLY.9 NO OF EMPLOYEES.183 OTHER NAME(S)BIDDER HAS OPERATED UNDER IN THE LAST 10 YEARS:ParkMobile USA,Inc. BIDDER PRIMARY ADDRESS(HEADQUARTERS):1100 Spring St NW Suite 200 CITY.Atlanta STATE:GA ZIP CODE.30309 TELEPHONE NO 7708189036 TOLL FREE NO. 7708189036 FAX NO 7708189039 BIDDER LOCAL ADDRESS'brooke.kriegeraparkmobile.io CITY:Atlanta STATE:GA ZIP CODE.30309 PRIMARY ACCOUNT REPRESENTATIVE FOR THIS ENGAGEMENT:Brooke Krieger ACCOUNT REP TELEPHONE NO (850)321-2074 ACCOUNT REP TOLL FREE NO 7708189036 ACCOUNT REP EMAIL:brooke.krieger(j�parkmobile.io FEDERAL TAX IDENTIFICATION NO.'.38-3941930 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: Tony Stewart, Chief Legal Officer /s/Tony Stewart 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 TS Addendum 1 Addendum 6 Addendum 11 TS 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. FIRST AND LAST NAME �_ATIONSH! ' 1 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: District Department of Transportation (DDOT) (Washington, DC) Contact Individual Name and Title: Evian Patterson, Manager Address: 55 M Street, Suite 400, Washington, DC 20003 Telephone: 202-671-2800 Contact's Email: evian.patterson@dc.gov Narrative on Scope of Services Provided, Project Budget, and Project Dates: ParkMobile began its partnership with DDOT in 2010. The District was one of our earliest clients and has become one of the most successful mobile payment programs in the country, processing over 63 million parking transactions and an adoption rate of over 70%. Since our early beginnings, we have worked with the District to improve the ParkMobile experience, adding popular features like parking reservations, on-street availability, and a web app so users can pay for parking without downloading a full-featured mobile app. Users from Washington, DC also account for the most transactions in Miami Beach. Almost 76,000 users from DC have accounted for more than 5 million transactions in Miami Beach. Reference No.2 Firm Name: Philadelphia Parking Authority Contact Individual Name and Title: Brendon Crowther, Manager Address: 701 Market Street, Suite 5400, Philadelphia, PA 19128 Telephone: 215-683-9790 Contact's Email: bcrowther@philapark.org Narrative on Scope of Services Provided, Project Budget, and Project Dates: ParkMobile partnered with the Philadelphia Parking Authority (PPA) to launch the MeterUP white label application in late 2017, replacing the incumbent mobile payment app provided by another mobile payment vendor. ParkMobile generated more transactions on the first day of deployment than the incumbent provider had in any single month previously, showcasing ParkMobilea s strength in marketing the mobile pay program, and user-friendly app experience. ParkMobile integrates with the PPAa'_l 's Conduent enforcement platform. The program has been extremely successful, reaching 70% mobile payment adoption and recently surpassing 1 million meterUP app downloads. Additionally, over 12,000 PPA users have accounted for more than 500,000 transactions in Miami Beach. Reference No.3 Firm Name: City of Hollywood, FL Contact Individual Name and Title: Jovan Douglas, Parking Administrator Address: 2600 Hollywood Boulevard, Hollywood, FL 33020 Telephone: 954-921-3535 Contact's Email: jdouglas@hollywoodfl.org Narrative on Scope of Services Provided, Project Budget, and Project Dates: ParkMobile has provided our mobile parking payment system to Hollywood since 2012 and the program has seen consistent success over the past 10+ years of deployment. ParkMobile has nearly 700,000 registered users in Hollywood and over 100,000 of those users have also transacted in Miami Beach. SEG I ION to — 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? YES 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 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? YES p NO SFC,TInw R - (FIT F3l1SlNFSS FNTFRPRISF CFRTIF!CAT!ON 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? YES 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: Tony Stewart, Chief Legal Officer /s/Tony Stewart 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: Tony Stewart, Chief Legal Officer /s/Tony Stewart SFC'TION 11 — ('ONF OF SIB FNC'F 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 52-486COS1 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 — COL )I- BUSINESS ETHICS 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 0 NO Bidder adopts the City of Miami Beach Code of Business Ethics? p YES 0 NO SECTION 13 — LOBBYIST REGISTRATION & CAMPAIGN CONTRIBUTION REQUIREMENTS 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_DIV3L0) • 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 CH2ADARTVIISTCO DIV5CAFIRE) By virtue of submitting bid, bidder certifies or affirms that they have read and understand the above Lobbyist Registration & Campaign Contribution Requirements. cPrsTION 1 — 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 CHANCE REQUIREMENT 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. stk., iuN .i 6 — PUBLIC ENTITY CRIMES 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. ACTION 17 'TERAN BUSIN'ESS "''TERPP°"r c PRFrcREN''r Pursuant to City of Miami Beach Ordinance No. 2011- 3748, https://library.municode.com/fl/miami_beach/codes/code_of_ordinances? nodeld=SPAGEOR CH2ADARTVIPRDIV3COPRS2- 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)/0) 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? YES NO Is the bidder a service-disabled veteran business enterprise certified by the United States Federal Government? 0 YES 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? YES 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? YES I 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 Provide Benefit Spouses Domestic Partners Health Yes Yes Sick Leave Yes Yes Family Medical Leave Yes Yes 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. ParkMobile Bid 2023-051 -WG for Mobile Parking Payment System City of Miami Beach, FL April 5, 2023 it 0..:e . .. tip' . .4., • .•.�• 'l • :•:.•:' ::::::44.);;;; .•••••••••' •'..• 0‘4..,:t.• .4. ..,,,s,...•...::.::•:•:•::.. ie.:...• ...... 14..1:. } .:,...„.„., u.., . ti}ti��titi�15{titi•:�: ... ?4�7�.. •��'�`'�'•'+.nfCr :� ti. :';k• .... • • f SS. ;ti ,...5".: 4' •.Y }ti•', :ti•.•}�'•,.• tit:' :v',: ` y;.;._ti ::-: •:{ ::M1;::;:• y+ ,:.,�'�•ti:ti.; ••'' ParkMobile Contact ` .ti•.'ti' �`' •:;.; y(• ". :• .ti•. •. ti }� slogs ?'`'' ; Vt•:+• y(Ss)s) •!:•"' Name: Brooke Krieger :• ; 9 •• 3 " " 1'.•.'.'.' 1' S108 it;,1•:1 Title: Regional Sales Director '•ti,.: •.. o '•' Email: :; ti:..... •, Phone: (850)321-2074 : •:'' N....'•: k- : �} '• '';•:'I�` ..;.;.; '•:':• :• •.} �a•.'.'.-:.„•tip.p•:�:�- .qAMMJ":"'..0::^:*::::':•V•f:i•:•*4:::x*::::•::::k:•:....::.:•::...‘..•:*:%'..*::::.•... . .:.*::::.; 4 • ti'_: • • ti• • t '. a .ti•.tititi • ::;��ti+. :: ti rti:ti'•ti:•} . � �tit ';,•ti � ••• • tih 'ti:' ; 7;�,ti'�.;lti:}ti: s ti• ti: 1 , Rt4 ti:C 6 0 :. :',- ti:: •" ::tip • o 0 :.-....-.-..........:::::se .c•.!•‹-g-,-;4•,....•.. .,%\ •••• :::.::-..........-:....-1::::...,;:,.••••••:-:.?„:„...4 ....... ;:ti tit•,tititi• •. % ,.. . • ti ti• tititi '• . . }•. +••t; S • ParkMobile MI AMI BEACH Tab 1 - Cover Letter and Table of Contents April 5, 2023 William Garviso Procurement 1755 Meridian Avenue 3rd Floor Miami Beach, FL 33139 RE: The City of Miami Beach's Solicitation 2023-051-WG for Mobile Parking Payment System Dear Mr. Garviso, ParkMobile is pleased to submit this proposal in response to the City of Miami Beach's Solicitation 2023-051-WG for Mobile Parking Payment System. We acknowledge receipt of one (1) addendum. As the incumbent provider of the City's current solution and the largest mobile parking user base in Florida, ParkMobile can continue to provide the City with the most comprehensive, innovative, user-friendly solution for your motorists on DAY ONE. ParkMobile's Partnership with the City of Miami Beach ParkMobile has been proud to partner with the City of Miami Beach since 2014. We are truly proud of our partnership with the City of Miami Beach and the Transactions robust, successful program we have built together. Our mission has been to create a truly seamless app experience not only for customers, but also for the 27,289,660 City itself. ParkMobile has continued to invest in the development of our system to ensure ParkMobile fully supports Miami Beach's unique needs, including SKIDATA gated integrations and an innovative residential discount program that Unique Users has influenced cities across the country to deploy similar programs. No other competing vendor is able to support the full scope of the program with the same 3,081,147 level of experience and expertise that ParkMobile provides today. Since the first ParkMobile transaction in Miami Beach, over 3 million people Parking Revenue have used a ParkMobile-powered application in the City of Miami Beach, combining for a staggering 27 million transactions and more than $108 million $108,913,463 in parking revenue for the City. A unique aspect of the success ParkMobile has seen in Miami Beach is that the majority transactions in the City come from tourists visiting the City from other ParkMobile markets. For example, over 76,000 ParkMobile users from Washington, DC have accounted for 5.1 million mobile parking transactions in Miami Beach. ParkMobile Functionality In 2021, ParkMobile was acquired by EasyPark Group, the leading provider of mobile parking payments in Europe. Together, we have worked to create a global vision and mission statement"to make cities more livable". To us, making cities more livable means providing equitable mobility solutions that make transportation easier and more efficient, ultimately creating less CO2 emissions and increasing quality of life for those within the cities we serve. ParkMobile is the only app on the market that provides zone parking, reservations, on-street availability, and full integration with gated parking systems in the same app. ParkMobile is uniquely equipped to re-launch, market, and support the most robust mobile parking payment solution utilizing our current integrations with all existing technology required by this RFQ as a turn-key solution. ©2023 ParkMobile,LLC.All rights reserved. Page 2 of 55 ParkMobile MIAM I BEACH Investing in Customer and Client Experience ParkMobile invests the majority of our budget in research and development. That is a big reason we are the #1 parking app for consumers. Our app has more features and functionality than any other parking app, with the proven ability to handle the highest transaction volumes in the industry. In the past 24 months, we had over 200 product releases and launched a wide variety of new user enhancements, including: • Web experience featuring guest • Automatic Language Translation in the checkout web experience • Payments at gated facilities • Accessibility improvements • Daily decision permits • Sign-up with Google and Apple • iOS Live Activities time remaining accounts features • Parking Availability integrations • Spanish language in the app ParkMobile was acquired by EasyPark Group in June 2021. EasyPark Group is backed by private equity firms Verdane Capital and Vitruvian Partners and currently operates in 2,200 cities across 20 countries throughout Europe, Australia, and now North America. EasyPark is committed to pushing the envelope of what is possible in the parking and mobility industry and this includes joining ParkMobile in our initiative to provide the most robust, user-friendly digital parking payment solution in the industry. We have proposed the innovative Parking Data as a Service solution to Miami Beach, a successful service deployed throughout Europe today that helps EasyPark clients recognize and optimize their unique parking ecosystem. ParkMobile by the Numbers • Users: ParkMobile has over 45 Million Users. ParkMobile adds 1 Million New Users every 30-40 days. • Transactions: ParkMobile has over 370,000 daily transactions and 12 Million transactions a month. We are also the largest processor of credit card transactions under$10 of any company in the United States. • Adoption: ParkMobile has the highest adoption in the industry. ParkMobile's playbook connects effective marketing and signage to the largest network in the United States to increase true adoption levels. • Integrations: ParkMobile connects the parking and transportation ecosystem with over 100 active integrations in enforcement, meters, LPR, PARCS, merchant processors, event handhelds, and much more, including existing integrations with the listed current providers. Final Thoughts ParkMobile is truly excited to continue our partnership with the City of Miami Beach as its Mobile Parking Payments provider. While other proposers will claim they can handle the technical demands, volume, and customer experience outlined in the RFQ, ParkMobile is the only provider who delivers these critical features today. ParkMobile is fully committed to continue to provide, maintain, and tirelessly improve our world-class mobility solution for Miami Beach's mobile parking payments program. Sincerely, David Hoyt Chief Revenue Officer& Managing Director, ParkMobile, LLC ©2023 ParkMobile,LLC.All rights reserved. Page 3 of 55 el ParkMobile MIAM I B E AC H Table of Contents Tab 1 -Cover Letter and Table of Contents 2 Tab 2 - Experience and Qualifications 5 2.1 Qualifications of Proposing Firm 5 Provide evidence that the proposed solution is an established, proven system that is designed specifically to meet the needs defined herein and has been used successfully by public sector agencies. 5 For each project that the Proposer submits as evidence of experience for the firm and/or any principal, the following is required: 1) project description, 2 application solution furnished & implemented, 3)agency name, 4)agency contact, 5) contact telephone &email. For each project, identify whether the experience is for the firm or for a principal (include name of principal). 5 2.2 Qualifications of Proposer Team 10 Provide an organizational chart of all personnel and consultants to be used for this project if awarded, the role that each team member will play in providing the services detailed herein, including but not limited to system development, installation, implementation, and support of the software product and each team members' qualifications. A resume of each individual, including education, experience, and any other pertinent information, shall be included for each team member to be assigned to this contract. 10 Tab 3 -System Capabilities 13 Submit detailed information on the following system capabilities. Responses shall be in sufficient detail and include supporting documentation, as applicable, which will allow the Evaluation Committee to complete a fully review and score the proposed product. 13 Tab 4 -Approach and Methodology 49 Submit detailed information addressing how the proposed solution will achieve each portion of the scope of services and technical requirements outlined in Appendix A, Scope of Work and Specifications including but not limited to project planning and implementation (4.1), training (4.2), and maintenance/support information (4.3): 49 4.1 Project Planning and Implementation Information 49 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. 49 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. 49 4.2 Training Information 52 4.2.1 Describe the training program approach for the City. Include Administrator, Power User, and Full User roles; including in-house training ("Live");. 52 4.2.2 Describe all training manuals and formats available. Describe other methods or training available to City users. 52 4.3 Maintenance/Support/Warranty Information 54 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. 54 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). 54 4.3.3 Describe software and services warranty coverage. Provide any available Service Level Agreement(s) ("SLA")for the City's consideration. 54 ©2023 ParkMobile,LLC.All rights reserved. Page 4 of 55 ro ParkMobile Bid 2023-051 -WG for Mobile Parking Pa ment S stem City of Miami Beach, FL April 5, 2023 t f:: •:•r• :: •: 'Cr,St •:.•: ; '•:�titi•: ':ti .11:ti:::::11 •1...... ti'ti:: .tiff.ti•• .?..': -1 1 y:•• ::: .•'atiti :• •.titi1 a'..• - % .•ti• ,.•.'_,. ::•;•• • 1•,•' ^ :::SU tk.%::::::.AX.... - l-I tiff♦';k tilti. tititi • .• •i°::•j-''• •1V�y• r •:.: •- \• Sz•• • . . • ♦1 t•; 1•ti : •'tit ••Sl.'L}�}•• .. .•::.•:::. % 'Si,` . �.' ., . titivr •.i#.: ;a:} .. tat::.• 1 * • .•::: :::1t� : ParkMobile Contact s♦•••:$ .> M Name: Brooke Krieger N. N' Sr.. 'l•....:••.• /i:tic• •:; ....}:. ,1.;, Title: Regional Sales Director :ti'. ''"`''1'- (` `� ..:, Email: � :•.•.•...Y. �.� .ti;. ::::: r' ,'- Phone: (850)321-2074 :::y :•:'' -• '91 :•:•:k: ,;:•:',..:•_:::Uf•••••;, }%.....::•••••'vt,.... fi<1.-re ek: :•• ). . '•:•.*. '• %IC .••••''''.-.--".'' !•'..*: YK L-,:;.,. r-':rrr., :::•Y f r-•:k;::•.•.•:-x••;•}:.>:•_ :Z•'••4'..,•••:••••.•.Nr.•t ,•rtir.r�r a:.., N... :• %••.♦ •..1 }'�:.< • 'tiff}lYk tik::a:>:�•a�J�•1?4 :§:ti} 8003 51 • k••• �',�(1 _ _ o ParkMobile MAMBEACH Tab 2 - Experience and Qualifications 2.1 Qualifications of Proposing Firm Provide evidence that the proposed solution is an established, proven system that is designed specifically to meet the needs defined herein and has been used successfully by public sector agencies. For each project that the Proposer submits as evidence of experience for the firm and/or any principal, the following is required: 1) project description, 2 application solution furnished & implemented, 3) agency name, 4) agency contact, 5) contact telephone & email. For each project, identify whether the experience is for the firm or for a principal(include name of principal). Since our initial launch in 2008, ParkMobile has become the industry leader in mobile parking solutions. We provide efficient and cost-effective products and services to all our clients. We provide services to municipalities, event venues, private operators, college campuses, transit authorities, airports, retail locations and more. Our solutions allow people to pay for parking on their mobile device or reserve a parking space in advance. We are deployed in 8 of the top 10 U.S.cities with 45+ million users. PARKMOBILE BY THE NUMBERS OAll SOBS 46;." TUTITI11111111 eel SOBS ■ ::Bnu:: USERS MONTHLY CITIES& OF THE TOP AIRPORTS UNIVERSITIES NATIONWIDE TRANSACTIONS MUNICIPALITIES 100 CITIES Several bidding vendors will likely describe themselves as the "#1" or "leading" parking solution. ParkMobile's position in the market speaks for itself. In the iOS app store, ParkMobile is the #1 ranked parking app in the United States and the #3 ranked Navigation app (only behind Google Maps and Waze). By partnering with the market leader in consumer parking apps, the City will ensure the highest possible adoption rates and best customer experience for its mobile parking program. ParkMobile's User Network is the Largest in the US More cities, campuses, venues, airports, and parking operators choose ParkMobile over any other mobile payment parking platform in the US. It is important to note that while other vendors may reference relationships with a large number of cities and universities, in many cases those relationships are for enforcement, LPR, or meters, and not the customer-facing mobile application. Additionally, while other vendors may cite higher user counts than 45+ million, these numbers include drivers in over 13 different countries spread across multiple continents, who are far less likely to park in Miami Beach than US drivers. The ParkMobile user base of 45+ million drivers refers to US customers only and offers exponentially more value to the City, not only in driving adoption, but also in reducing friction in the payment process by allowing people to use the mobile app they are most accustomed to. ©2023 ParkMobile,LLC.All rights reserved. Page 5 of 55 Q ParkMobile MAM I BEACH Q ParkMobile �0 0 )® W(l O 0 Q O pi€$ © © 0�r G ®i 0��� ®�e & 0 O fyt,6 eeto 0 O 0 ,P0 0 ® o DO f�73 O ® ® 0 ,�0700® 0 O 4:)� • O •®� • On-Demand O) Op • Reservations CO" • Both 0 •® Large Municipal Clients Nationwide • Washington DC- 16,000+ spaces • San Diego, CA-2,700+ spaces • Boston, MA-6,000+ spaces • Fresno, CA-2,000+ spaces • Philadelphia, PA- 16,000+ spaces • Oakland, CA-7,600+ spaces • Houston,TX-27,000+ spaces • Sacramento, CA- 13,500+ spaces • Los Angeles DOT- 1,750+ spaces • New Orleans, LA-4,800+ spaces • Dallas, TX-4,600+ spaces • Orlando, FL-2,000+ spaces • Fort Worth, TX-5,900+ spaces • Miami Beach, FL- 14,000+ spaces • El Paso, TX- 1,900+ spaces • Hoboken, NJ-7,000+ spaces • Phoenix, AZ-2,100+ spaces • Atlanta, GA-2,500+ spaces ParkMobile's Regional Presence Around Miami Beach and the State of Florida ParkMobile has a massive presence in the region surrounding Miami Beach and throughout the State of Florida. In addition to our active deployments and partnerships in Miami Beach, ParkMobile has several large markets in the area: Hollywood, Delray Beach, West Palm Beach, Palm Beach, Boca Raton, Lake Worth Beach, Wilton Manors, and Boynton Beach and is actively deploying in Deerfield Beach. Within the State of Florida, ParkMobile has over 6.5 million users and has processed over 59.8 million transactions since initially launching in the state in 2010 with the City of St Petersburg. Florida Municipal Clients • Miami Beach, FL- 14,000+ spaces • Jacksonville, FL- 1,400+ spaces • Tampa, FL-9,400+ spaces • St. Pete Beach, FL- 1,300+ spaces • St. Petersburg, FL-9,200+ spaces • Sarasota, FL- 1,300+ spaces • Hollywood, FL-3,900+ spaces • Lake Worth Beach, FL -900+ spaces • Tallahassee, FL-2,800+ spaces • Charlotte County, FL-850+ spaces • Clearwater, FL-2,700+ spaces • Boca Raton, FL-680+ spaces • West Palm Beach, FL-2,100+ spaces • Palm Beach, FL-600+ spaces • Orlando, FL-2,100+ spaces • Treasure Island, FL-570+ spaces • Delray Beach, FL- 1,400+ spaces • Boynton Beach, FL-390+ spaces C2023 ParkMobile.LLC.All rights reserved. Page 6 of 55 Q ParkMobile MI AMI BEACH it - . Brooksville i ��Or do �',��y; ; o -48 wzr� Hill 0 h OP r411.46. Kissimmee , -• { L=' Land elb , � yT a v J P y Winter Haverl aim Bay Oleo atero . ,. astian (�,n=burp I a `7 '� 'ero Beach / o 95 Bradenton i ,•?,;, CD•s b' +, :- Fort Pierce \„ (0 to CD Fat `okeech. Port St Lucie Veniceil* I.. ©•Y Charlotte , i i West Palm IMP Fort Myers ®.,•gepe Coral = 4 v Immokalee> f Estero Boc EZI �� on =0nita Springs �t .. ,. - ® :a'La :t Big Cypress111 M National arco .. Preserve Holl ood Mi.ne1 Figure—ParkMobile has a very strong presence across South and Central Florida ParkMobile Has A Strong Presence in Miami Beach's Tourist Markets An important consideration for municipalities when implementing a mobile parking program is the brand recognition and usefulness of the application for drivers elsewhere in the country. For a City like Miami Beach with a very heavy influx of tourists year round, this is especially important. A noteworthy trend that we see in our data is that people aren't just using ParkMobile in the city where they live; they're using ParkMobile as they travel across markets. In general, about 25% of our customers use the app to pay for parking in more than one city, creating a "network effect". During our partnership with Miami Beach as its provider of mobile parking payments, we have seen very strong numbers from our users nationwide using ParkMobile in Miami Beach as they travel. For example, over 76,000 ParkMobile users from Washington, DC have accounted for a staggering 5.1 million mobile parking transactions in Miami Beach. The map below shows the Top 20 ParkMobile Tourist Feeder Markets for Miami Beach across the US. 2023 ParkMobile,LLC.All rights reserved. Page 7 of 55 ParkMobile MIAMI BEACH Top 20 ParkMobile Tourist Feeder Markets for Miami Beach • 1. Hollywood,WasL 00. DC 2. Hollywo ,FL 3. Philadelphia,PA 5. West Palm Beach,FL Ma 5. Wilton Manors, 6. St.Petersburg,FL 1101 ' 7. Delray Beach,FL 8. Pittsburgh,PA .77i9. Tampa,FL f 10. New Orleans,LA 11. Indianapolis,IN 12. Hoboken,NJ 13. Newark,NJ 14. Arlington,VA I: 15. Atlanta,GA 16. St.Louis,MO 17. Yonkers,NY 18. Dallas,TX 19. Summit,NJ 20. Houston,TX Figure-ParkMobile Has A Strong Presence In Miami Beach Tourist Feeder Markets ParkMobile is Proud of our Municipal Partnerships Nationwide ParkMobile takes pride in each client that we partner with to provide their motorists with our mobile parking payment system. We have provided the following three references as part of our portal submission: District Department of Transportation (Washington, DC); Hollywood, FL; and the Philadelphia Parking Authority. We would like to provide the below additional references as proof of our successful track record in providing our mobile parking payment system: West Palm Beach, FL 401 Clematis St#2, West Palm Beach, FL 33401 Man Contact Name: Daniel Giust, Parking Operations Superintendent ., Phone Number: 561-822-1494 Email: dgiust(&wpb.orq Background: ParkMobile began our partnership with the City of West Palm Beach in 2012 and our mobile parking payment system is available in over 2,100 spaces citywide. The city averages over 50,000 ParkMobile transactions per month,with nearly 400,000 lifetime registered users. Clearwater, FL 100 S. Myrtle Ave., Clearwater, FL 33756 Contact Name: Jeremy Alleshouse, Parking Manager Phone Number: .. 727-562-4774 CI...E A RWATE R Email: jeremy.alleshouse(c�myclearwater.com Background: ©2023 ParkMobile,LLC.All rights reserved. Page 8 of 55 Q ParkMobile MAM I BEACH ParkMobile began our partnership with the City of Clearwater in 2015 and our mobile parking payment system is available in over 2,700 spaces citywide. Similar to the City of Miami Beach, ParkMobile also provides Clearwater residents with a resident discount program. The city averages over 40,000 ParkMobile transactions per month, with 450,000 lifetime registered users. St. Petersburg, FL P.O. Box 2842 St. Petersburg, FL 33731 Contact Name: Ted Civil, Parking Management Coordinator IMMIk41111111 Phone Number: OW,WO (727) 551-3122 Email: st.petersburg ted civil@stpete_orq www.stpete.org Background: ParkMobile began our partnership with the City of St. Petersburg in 2010 and our mobile parking payment system is available in over 9,200 spaces citywide. The city averages over 115,000 ParkMobile transactions per month, with more than 750,000 lifetime registered users. Orlando, FL 53 West Central Boulevard, Orlando, FL 32801 CITY OF Contact Name: 1 O R L A N D O Joshua Alves, Parking Asst. Division Manager 1� Phone Number: 407-246-3765 Email: joshua.alves .citvoforlando.net Background: ParkMobile began our partnership with the City of Orlando in 2015 and our mobile parking payment system is available in over 2,100 spaces citywide. The city averages over 26,000 ParkMobile transactions per month, with more than 249,000 lifetime registered users. Jacksonville, FL spk.C1►.S 117 W. Duval St., Suite 210, Jacksonville, FL 32202 4 O+ Contact Name: O ' A G. Mark Schofield, Parking Services Supervisor F Phone Number: (904)630-1500 1. Email: `PLORj�p• m a rk s icD col.n et Background: ParkMobile ParkMobile began our partnership with the City of Jacksonville in 2022 after a competitive RFP process. Our mobile parking payment system is available in over 1,400 spaces citywide. The city averages over 12,000 ParkMobile transactions per month, with already more than 51,000 registered users. ©2023 ParkMohile,LLC.All rights reserved. Page 9 of 55 ParkMobile M I AM I BEACH Fayetteville,AR Address: 416 W. Spring Street, Fayetteville, AR 72701 _ Contact Name: . Justin Clay, Parking Manager Phone Number: 479-575-8277 CITY OF Email: FAYETTEVILLE jclay©fayetteville-ar.gov ARKANSAS Background: ParkMobile began our partnership with the City of Fayetteville in 2022 when we replaced their previous mobile parking payment provider. Our mobile parking payment system is available in over 2,000 spaces citywide. The city averages over 16,000 ParkMobile transactions per month, with already more than 42,000 registered users. 2.2 Qualifications of Proposer Team Provide an organizational chart of all personnel and consultants to be used for this project if awarded, the role that each team member will play in providing the services detailed herein, including but not limited to system development, installation, implementation, and support of the software product and each team members' qualifications. A resume of each individual, including education, experience, and any other pertinent information, shall be included for each team member to be assigned to this contract. ParkMobile has the most experienced team of parking, payment, and technology experts in the industry. We have worked with hundreds of municipal clients to deploy mobile payment for parking; as such our team is well versed in every aspect of highly complex municipal parking projects. No other vendor can provide the skillset and experience in their project team that ParkMobile can. ParkMobile is proud to put together this project team that will yield continued success for the City and we want to mention that our Executive Leadership Team is actively engaged in all projects. David Hoyt John Brown Mark Lister Kara Womack Tony Stewart Chief Revenue Otticer Chief Operating Officer SVP Marketing vc F'-re:..,a+ Chief Legal 8 Privacy Officer David Holler Garett Snook Donnie Senterfitt VP Sales Director, Sr Feld Marketing i•r;,eem entattons Manager Brooke Krieger Brooke Feldman Nathan Would D rector.Account Manager 'v'nna71-r.e Management John Blanton Sr Account Manager Dee Quilliams Sr Director,Member Services ©2023 ParkMobile,LLC.All rights reserved. Page 10 of 55 0 ParkMobile MAMI BEACH David Hoyt, Chief Revenue Officer David Hoyt is an experienced parking and transportation professional with over 20 years of expertise. As Chief Revenue Officer, David is responsible for leading ;, all revenue-related activities throughout North America and is tasked with continuing ParkMobile's growth trajectory through new client acquisitions, ��� expanding existing partnerships, and forging new strategic alliances. David will be available as needed, by request of the City, or during shortlist presentations, '4 - contract negotiations and ongoing meetings. / Prior to joining ParkMobile, David was National Account Manager for T2 Systems responsible for sales and client relations in the Southeast US, Caribbean, and strategic accounts. David began his parking career with Standard Parking,where he worked for 13 years and served as Vice President of Operations managing the company's portfolio of municipal and private parking operations throughout the State of Florida. David Holler, VP Sales Appiw Dave leads ParkMobile's Regional Sales Team responsible for municipal and ! campus markets. He and his team work directly with ParkMobile's public and private sector partners to deliver our best-in-breed mobility solutions. Dave is 7 based in NY and will be available either onsite or virtually for shortlist presentations, contract negotiations and ongoing client meetings. igilifi Dave has worked in the parking and mobility industry for 15 years, with a focus on helping municipal clients utilize technology to help solve their parking problems. Brooke Feldman, VP Account Management -1 Brooke joined ParkMobile in 2015 and leads the Account Management team that is responsible for helping ParkMobile's clients optimize their mobile payment flo, t", V programs. Brooke works with ParkMobile's most complex and forward-thinking clients to enhance and grow their mobile payment programs. ' Prior to ParkMobile, Brooke worked in project management for the U.S. Aiiii Department of Housing and Urban Development. She received her BA and MPA from the University of Georgia and resides in Atlanta. Brooke and team will be actively engaged with the City throughout the life of the contract. John Blanton, Sr. Account/Project Manager John joined ParkMobile in 2018 and will continue to serve as the City of Miami �' • Beach's Account Manager. John will continue to work alongside the City's staff to ensure continued growth and success for its parking program. John has over a decade of account and business management experience. 02023 ParkMobile,LLC.All rights reserved. Page 11 of 55 ParkMobile MAM I BEACH Garett Snook, Director of Implementations Garett Snook has been directly involved or has overseen every ParkMobile 1 t launch since 2010. Garett directs ParkMobile's deployments across North Ir America from his remote office in Michigan. Garret and his team will ensure the ►I City's program has a successful launch. Garett has been with ParkMobile for over ten years and has extensive experience managing large municipal deployments. Garett will devote as much \ ', ...j time as required by the City, including onsite coordination to support deployment efforts. Brooke Krieger, Regional Sales Director Brooke is the City's direct point of contact for details on all of ParkMobile's mobility solutions during the procurement stage of this RFQ. .r ,..4', Before her time in the parking industry, Brooke led the fundraising efforts for the long-standing economic and tax policy think tank, Florida TaxWatch. She ,./y obtained her Master of Public Administration from Florida State University where she completed her thesis on managing government assets by comparing privately owned, city owned, and board authority management policies. r Donnie Senterfitt, Senior Field Marketing Manager Donnie has over 15 years of marketing experience in both professional services L and technology companies. At ParkMobile, Donnie works with clients to implement marketing plans, as described in this proposal. ParkMobile has seen �thte highest adoption of mobile payments for parking utilizing our launch +�" marketing plan. ' Donnie will work with the City to promote awareness of the payment methods available and promote adoption of the mobile payment program, ensuring continued growth and success for the program. Donnie will be available on-site or virtually for meetings during implementation and in preparation of marketing deployment. Dee Quilliams Senior Director, Member Services Dee Quilliams joined the ParkMobile team in 2010 and leads the Member rllrIAIPP1Services team. Dee's team is responsible for managing the day-to-day inquiries from ParkMobile users and ensuring high customer satisfaction for the City's ^ program. Dee's team is available 24/7/365 to assist in any customer support ,, � ig inquiries. Dee also offers personalized support directly to the City of Miami Beach and has ''-,-;240•411 been an integral part of the customer service resolution process for the City. Dee looks forward to continuing to collaborate directly with the City to ensure continued customer satisfaction. ©2023 ParkMobile,LLC.All rights reserved. Page 12 of 55 DAVID HOYT 1100 Spring Street NW, Suite 200,Atlanta,GA 30309 David.Hoyt@ParkMobile.io • LinkedIn David Hoyt is an experienced parking and transportation professional with over 20 years of expertise. As Chief Revenue Officer, David is responsible for leading all revenue-related activities throughout North America. EXPERIENCE APR. 2016—PRESENT CHIEF REVENUE OFFICER & MANAGING DIRECTOR, NORTH AMERICA, PARKMOBILE, LLC. • Responsible for leading all revenue-related activities throughout North America. Responsible for executive oversight and management of the North American business sector (ParkMobile, LLC)of Easy Park Group. Previous Position Held SR. VP OF SALES AND ACCOUNT MANAGEMENT, PARKMOBILE, LLC. MAY 2012—APR. 2016 NATIONAL SALES MANAGER, T2 SYSTEMS Worked closely with clients to provide support and facilitate new client onboarding in an operational role before transitioning to focus specifically on marketing and business development initiatives. 2010—MAY 2012 BUSINESS DEVELOPMENT MANAGER— SE US AND CARIBBEAN, PARKEON 1997—2010 VP, REGIONAL MANAGER, STANDARD PARKING EDUCATION BACHELOR'S DEGREE, EASTERN ILLINOIS UNIVERSITY DAVID HOLLER 1100 Spring Street NW,Suite 200,Atlanta, GA 30309 • 914-843-2632 David.Holler@ParkMobile.io •LinkedIn Dave leads ParkMobile's Regional Sales Team responsible for municipal and campus markets. He and his team work directly with ParkMobile's public and private sector partners to deliver our best-in-breed mobility solutions. Dave has worked in the parking and mobility industry for 13 years, with a focus on helping municipal clients utilize technology to help solve their parking problems. EXPERIENCE DEC. 2017—PRESENT VICE PRESIDENT, SALES, PARKMOBILE, LLC. Responsible for revenue growth and achieving sales quota for on demand mobile payments business—leading a team of 4 Regional Sales Managers. Attend parking and municipal trade shows, present to large groups, draft proposals, quotes and oversee RFP responses and contract process. FEB. 2015—DEC.2017 NORTHEAST REGIONAL SALES MANAGER,T2 SYSTEMS Responsible for growth of multi-space parking meters, BI data analytics tool, PARCS and enforcement product line revenue in the Northeast via direct and channel sales. Attended trade shows, presentations and industry events. JULY 2016—AUGUST 2017 DIRECTOR/VP OF SALES & BUSINESS DEVELOPMENT, COMPLUS DATA INNOVATIONS, INC. Responsible for putting together formal RFP responses, informal proposals and multi-year contracts for municipal parking enforcement software and hardware. Responsible for leading client presentations to local government groups. Established corporate social media presence,Search Engine Optimization efforts and oversaw traditional marketing, promotion and advertising campaigns. EDUCATION BACHELOR OF SCIENCE - MARKETING, KEUKA COLLEGE Men's Lacrosse Team Students in Free Enterprise BROOKE FELDMAN 294 Prospect PI. NE,Atlanta, GA 30312 • 229-403-4226 Brooke.Feldman@ParkMobile.io • Linkedln Brooke joined ParkMobile in 2015 and leads the Account Management team responsible for helping ParkMobile's clients optimize their mobile payment program. EXPERIENCE JAN 2018—PRESENT DIRECTOR OF ACCOUNT MANAGEMENT, PARKMOBILE, LLC. • Lead 9-person account management team responsible for retention and incremental revenue growth of+1000 ParkMobile clients across all product verticals. • 99+%annual client retention rate • Outperformed annual revenue targets in 2017, 2018, and 2019. Liaise between client base and cross-functional internal teams to inform product strategy and drive growth opportunities, providing industry expertise within the business. JULY 2015—JAN 2018 VARIOUS ACCOUNT MANAGEMENT POSITIONS, PARKMOBILE, LLC. Led Account Management team of three directs through a period of 126%growth in ParkMobile users. Leveraged and coordinated resources across ParkMobile departments to implement client initiatives. JUNE 2013—JULY 2015 PROJECT MANAGER, U.S. DEPARTMENT OF HOUSING AND URBAN DEVELOPMENT Accelerated grant investment from less than$100,000 year one to$1.5 million by year three. Directed design, marketing and implementation of three new incentive programs under HUD RFI: • Job creation: Exceeded job creation target by 22%. • Downtown development: Exceeded commercial and residential unit creation target by 31%and raised additional$1.2 million in downtown investment. Led HUD RIF publicity efforts, resulting in local, state and national media placements, including CNN Money,Arkansas Business,and Arkansas Democrat Gazette. EDUCATION MASTER OF PUBLIC ADMINISTRATION, THE UNIVERSITY OF GEORGIA 4.00 G PA Awarded Research and Teaching Assistantship in the Department of Political Science BACHELEOR OF ARTS IN JOURNALISM, THE UNIVERSITY OF GEORGIA • Graduated with Summa Cum Laude honors JOHN BLANTON 1100 Spring Street NW,Suite 200,Atlanta, GA 30309 John.Blanton@ParkMobile.io • Linkedln John joined ParkMobile in 2018 and as an Account Manager is vital to our clients' success. John works alongside our clients to ensure that their operations are running smoothly and seeing program adoption growth.John has over a decade of account and business management experience. EXPERIENCE MAR.2022—PRESENT SR. ACCOUNT MANAGER, PARKMOBILE, LLC. DEC. 2018—MAR. 2022 SOUTHEAST ACCOUNT MANAGER, PARKMOBILE, LLC JUNE 2014—DEC.2018 DIRECTOR OF OPERATIONS, CLARENDON COMPANIES MAR. 2013—FEB. 2014 BUSINESS DEVELOPMENT REPRESENTATIVE,ACHIEVEIT • Grew company revenue throw developing relationships with potential clients Consistently led company in generating new leads and leading detailed software demonstrations EDUCATION B.S., BUSINESS MANAGEMENT—VIRIGINA TECH INTERNATIONAL BUSINESS—ANGLO-AMERICAN COLLEGE OF PRAGUE BROOKE IMEGER 1100 Spring Street NW,Suite 200,Atlanta, GA 30309 • 850-321-2074 Brooke.Krieger@ParkMobile.io • LinkedIn Brooke (Bustle) Krieger is the Regional Sales Director for the South East Region at the leading mobility solutions company,ParkMobile.Before her time in the parking industry,Brooke led the fundraising efforts for the longstanding economic and tax policy think tank, Florida TaxWatch. She obtained her Master of Public Administration from Florida State University where she completed her thesis on managing government assets by comparing privately owned,city owned,and board authority management policies. EXPERIENCE MAR. 2023—PRESENT REGIONAL SALES DIRECTOR (SOUTH EAST), PARKMOBILE, LLC. Responsible for revenue growth and achieving sales quota for on demand mobile parking payments, covering the South East territory of the US. Partners with municipalities, universities, and parking operators to help modernize their operations in ways that better serve their patrons,streamline day-to-day operations,and provide staff with the insights needed to make smart decisions around parking and mobility policies. DEC.2018—MAR.2023 PREY. POSITIONS, PARKMOBILE, LLC Held two previous positions at ParkMobile before being promoted to Regional Sales Director in 2023. Most recently,the Regional Sales Manager for the South East and previously an Account Manager for the Northeast region. EDUCATION MASTERS IN PUBLIC ADMINISTRATION (MPA) —FLORIDA STATE UNIVERSITY BACHELOR'S DEGREE, PUBLIC POLICY ANALYSIS- FLORIDA STATE UNIVERSITY GARETT SNOOK 1100 Spring Street NW,Suite 200,Atlanta, GA 30309 Garett.Snook@ParkMobile.io• Linkedln Garett Snook has led all ParkMobile implementations since 2010 and is an expert in the successful deployment of the ParkMobile mobile parking payment system.Garett has a keen understanding of the unique needs of each new client to efficiently deploy ParkMobile in environments of every type (municipal, university, etc.)size,and age(brand new paid parking program to mature parking programs). EXPERIENCE APR. 2012—PRESENT DIRECTOR, IMPLEMENTATIONS, PARKMOBILE, LLC. Responsible for managing a team of implementations staff to ensure the successful deployment of the ParkMobile system nationwide Developed current implementation process to efficiently onboard new clients Launched ParkMobile in major municipalities including Pittsburgh, Milwaukee,Columbus, Boston, Philadelphia, St. Louis, Indianapolis,Washington DC,and more. 100%successful public sector implementation rate Previous Position Held MAY 2010—APR 2012 IMPLEMENTATION MANAGER, PARKMOBILE, LLC. EDUCATION BACHELOR OF BUSINESS ADMINISTRATION - ACCOUNTING, NORTHWOOD UNIVERSITY ASSOCIATE OF ARTS - ACCOUNTING, DELTA COLLEGE RECEIVED ACCOUNTING CERTIFICATE OF ACHIEVEMENT DONNIE SENTERFITT 1100 Spring Street NW,Suite 200, Atlanta, GA 30309 • 914-843-2632 Donnie.Senterfitt@ParkMobile.io • LinkedIn Donnie has over 15 years of marketing experience in both professional services and technology companies.At ParkMobile, Donnie works with all new clients to implement the marketing plans. EXPERIENCE 2018—PRESENT FIELD MARKETING MANAGER (B2B AND B2C), PARKMOBILE, LLC. Works with all new clients/markets to develop and execute a customized marketing plan for launch. Serves as the liaison between client, implementations,and digital marketing teams to plan and execute customer engagement campaigns, including email,social,and website best practices. Writes and distributes national press releases for all new market launches. Supports lead generation through field marketing programs and custom email campaigns around events. Works closely with the sales team to develop SLA's to drive customer engagement and develop effective programs to drive sales and market share. Works with key clients on ongoing initiatives and promotions to drive continued growth. 2017—2018 MARKETING MANAGER, AVITRU Worked with CMO and sales leadership to develop and execute the company's annual marketing plan. Managed customer marketing, including developing a customer advisory board,a win/loss program, customer testimonials,and case studies. Managed partner marketing, including working with strategic partners to collaborate on marketing plans and co-marketing opportunities. Communicated event results to stakeholders and tracked campaigns and leads to measure ROI. 2014- 2017 FIELD MARKETING MANAGER, PGl Planned and managed quarterly regional field hospitality events to stimulate pipeline activity with customers and prospects. Researched and recommended event sponsorship opportunities for the annual marketing plan to build awareness and lead generation. EDUCATION BACHELOR OF BA - MARKETING, GEORGIA STATE UNIVERSITY DEE QUILLIAMS 1100 Spring Street NW,Suite 200,Atlanta, GA 30309 • 877-727-5457 Dee.Quilliams@ParkMobile.io • LinkedIn Dee Quilliams joined the ParkMobile team in 2010, when ParkMobile first launched in the U.S., and leads the Member Services Team remotely from Alabama. EXPERIENCE FEB. 2010—PRESENT SENIOR DIRECTOR, MEMBER SERVICES, PARKMOBILE, LLC. Provide omnichannel support(phone,chat,web,email,app review,and social media)with average of 26,000 inquiries per month,while meeting key metrics for ASA,Abandonment, Answer Rate, SLA and maintaining an average CSAT rating of 92%. Recipient of The Stevie Awards for Customer Service Team of the Year(2019). Drive self-service by creating and maintaining robust Help Center content with 1,400+internal and customer-facing knowledge base articles. OCTOBER 2007—FEB.2010 DIRECTOR, MARKET RESEARCH, HAND PROPERTIES, INC. Built retail profiles and success matrices to assist clients when preparing to enter new markets. Performed detailed demographic analysis of potential sites, neighborhoods, and cities to ascertain likelihood of site selection by retail clients. Developed customized location and site maps to assist with site selection determinations. Assisted with the closure of three of the most profitable and high optics development deals. OCTOBER 2006—OCTOBER 2007 OPERATIONS MANAGER, FORRER & ASSOCIATES, INC. Support recruiting efforts—candidate sourcing, management of contracted roles throughout lifecycle,client communications,candidate support from resume writing to interview prep. EDUCATION BS- HUMAN ENVIRONMENTAL SCIENCES, UNIVERSITY OF ALABAMA Dean's List Phi Upsilon Omicron Honor Society STRENGTHS AND EXPERTISE • Operations Management • Account Management • Technology Implementations • Talent Sourcing& Onboarding • User Interface&UAT • Team building ParkMobile 0 Bid 2023-051 -WG for Mobile Parking Payment System City of Miami Beach, FL April 5, 2023 i •:,:;:• :x. .:} . ..l.'. is ::i: • :: :{:titih tia:-av '•'' ..}•: ti`}:.}•: ; %X. ::3 •: : ::..?{:tiff•:.:•:•tin,{: ti :: No •• : ••''.." ' % ;,. ,:...' .:•:.'.. •{ -.Nc.•':• ", . < .. i•?1. 1.Y ti`...... .a O 4143 ' : 11,,....: ParkMobile Contact • ' • ti;'•,`\ 5107d ::ti ti. ':• :x. Name: Brooke Krieger • :. 10.11 il Title: Regional Sales Director ..-:. •:•.;;• •, Email: :• :,� :ti ' �,� Phone: (850)321-2074 ,}, '} �' :k •1 ...V�tik•.•.1.•4•:::•, ••.• .:v • 51072 ;t��1:f. .ti1.•;:�: •'.�":::'.Li7oS•ti•}� L'`titititi•• 8003 ParkMobile M I AM I BEACH Tab 3 - System Capabilities Submit detailed information on the following system capabilities. Responses shall be in sufficient detail and include supporting documentation, as applicable, which will allow the Evaluation Committee to complete a fully review and score the proposed product. 3.1.1 Provide a detailed description of the system being proposed and its functionality. ParkMobile is pleased to submit our proposal detailing how we can continue to provide Miami Beach with our industry-leading Mobile Parking Payments system. We have been a proud partner �3 of the City since 2014 and have worked diligently with the City to 85 build one of the most successful mobile payment programs in the S ParkMobile r country. During this time, we have worked closely with the City ona variety of innovative programs and features, including a first of its kind Residential Discount Program that provides a discounted • parking fee and waived ParkMobile transaction fees. This program has inspired ParkMobile clients and prospective clients across the country to deploy similar programs. . Miami Beach's program is a great case study of how ParkMobile's strong national and regional presence creates a true "network effect" for our clients. The bulk of parking payments in Miami Beach come from tourist markets, especially from the East Coast. In fact, the top three ParkMobile origin markets for Miami Beach come from Washington DC, Hollywood, FL, and Philadelphia, PA. Users from those markets have accounted for more than 16.5x the amount of ParkMobile transactions completed by Miami Beach residents. ParkMobile is also integrated with the City's SKIDATA gated equipment in garages that provides discounted garage parking for Miami Beach residents and expanded payment options for visitors. Miami Beach's diverse visitors also have equitable access to ParkMobile via our multilingual support, including English and Spanish in the ParkMobile app and hundreds of languages supported in the ParkMobile Web Experience. Additionally, the ParkMobile Web Experience provides a frictionless checkout option for users who do not want to download an app and the Web Experience's Guest Checkout feature is an option for those who do not want to create an account. With the momentum of our current system already in place for Miami Beach, we are confident that we are best positioned to help the City continue to provide a user-friendly, functionally robust mobile parking payment system to its residents and visitors. ParkMobile Meets ALL of the City's Scope of Work Requirements on DAY ONE ParkMobile certifies that we have thoroughly reviewed the requirements of the RFQ and are compliant with all of the City of Miami Beach's Scope of Work Requirements: 2 1. Software must be compatible with windows current browser, android, and apple smartphone. Q✓ 2. The proposed system must be PCI compliant. ✓� 3. The proposed system must be externally hosted software solution. ❑ 4. The vendor must provide an Application Programming Interface (API)/Web services to enable integration with the City of Miami Beach Parking in-house systems. Our IT department provides web services to obtain Parking Permits information which a vendor can access via secure HTTPS protocol with proper authentication and authorization. Some of the functions of such web services are to provide License plate data, so thirdparty software can process special rate discounts and more. ✓0 5. The proposed system must provide the capability to use a separate rate structure for residents. ©2023 ParkMobile,LLC.All rights reserved. Page 13 of 55 Q ParkMobile M I AM I BEACH El 6. Must accept alternative payment options such as online, by scanning a barcode or QR code; pay by text; or by phone call. E✓ 7. Must be compatible with the Skidata gated revenue control system for payment and be able to provide the resident discount at garages (Off-Street only). E✓ 8. Ability to pay for parking as a guest, without creating an account. E✓ 9. Must provide monthly reports that include: Payment date/time; zone; transaction amount; transaction fee; and last four(4) digits of a credit card. El 10. Report must have the capability to be generated by custom dates. QQ 11. Must have the capability to track the user zone location when using app. ❑ 12. Must provide 24/7 customer service support. ✓� 13. Look-up or query at any time by zone or tag. ParkMobile Mobile Parking Payment System Overview ParkMobile is the #1 app and the industry leader in mobile parking payment options because of our commitment to both consumers and cities to provide a consistent, reliable, cost-effective, and easy to use system. Many apps on the market can complete a basic parking transaction in the simplest context. However, there are many stages to a customer's parking journey prior to standing in front of a meter and many stages after the moment of transaction. ParkMobile is unique in our support for the entire customer parking journey. Planning Ahead Navigating Payment Post-Parking Value v Event v Wayfinding On-street or open Find my car Reservation in-app lot payment Usefulness of app y Transient Map View Notifications and elsewhere Reservation extensions - On-street y. Rewards and parking = Gated payments perks with availability ParkMobile Pro - Expanded gist co. payment methods Fleet management Q ParkMobile The Solution: ParkMobile offers drivers the convenience of using a single parking • app for any parking scenario. Offering a single app that works throughout your operation also enables more focused and effective marketing messaging. ParkMobile core features include: • Manage Account: Easy to add, remove and update account, vehicle, and payment information. • Multiple Payment Options: ParkMobile offers a variety of payment options, including most major credit cards (Visa, Mastercard, Amex), Google Pay, Apple Pay, and PayPal. While cash payment is not possible in a mobile app, unbanked and underbanked users can load a debit card in PayPal to easily make a payment. • Map view: The map view based on location shows the user nearby zones. A user can then touch the zone number to initiate a parking session. • Start a Parking Session: Quick process to select your zone, confirm your vehicle and payment type, then start a parking session. ©2023 ParkMobile,LLC.All rights reserved. Page 14 of 55 © ParkMobile MAMI B E AC H • Extend Time: Ability to add time to your existing parking session to avoid running back to "feed the meter." • Find My Car: Integration with Apple Maps, Google Maps, and Waze to direct users back to their car. • Notifications: Customizable push, text and email alerts to notify a user when parking will expire. • IVR Phone Number: For people without a smartphone, use an IVR number to make parking payments over the phone. Users who call the IVR will go through the flow-through audio prompts. • Parking Availability: Predictive and/or sensor data that shows available on-street parking availability on the map. • Transient and Event Reservations: Find and reserve parking ahead of time in area garages and lots. Available for daily parking or events at select venues. • 24/7/365 Customer Support: ParkMobile offers support via phone, email, text, and chat. ParkMobile also has an extensive support site where users can get answers to frequently asked questions and read technical help articles. • ParkMobile 360 Analytics Portal: ParkMobile 360 gives our clients a "360" degree view into the system's performance via a variety of analytical and reporting tools. No other vendor offers a more feature-rich system that is solely focused on the total customer experience than the ParkMobile. We have detailed our customer-centric approach and solution throughout the following RFQ requirement responses. 3.1.2 Include information regarding enhancements or additional modules expected to be available within the next year, including a software refresh schedule. ParkMobile does not release our product roadmap due to the industry and technology landscape constantly evolving and therefore the roadmap is subject to change. However, ParkMobile is constantly researching ways to continuously innovate the industry and is working together with our ownership partner, EasyPark Group to unify a single global platform. This global platform will bring a number of enhancements to the ParkMobile system that are already live across Europe. We are working on bringing all of the following to the US market in 2023, however, release dates are not guaranteed: • Parking Data as a Service (live in Chattanooga, TN today) o Parking Data as a Service is a digitalization of a city's parking ecosystem. It involves collecting details on the current supply and demand of the parking environment currently in place so that cities may develop more educated decisions regarding the future of its parking program. We have provided more detailed information about Parking Data as a Service later in our proposal. • Parking SmartHUB o The SmartHUB provides a consolidated management ability for all of a city's parking infrastructure (mobile app, parking meters, etc.). Consolidating all of these technologies provides a quicker and more efficient parking enforcement system. • In addition: o Camera Recognition Parking o Electric Vehicle (EV)Charging Payments 0 Reservations Platform Enhancements ParkMobile regularly releases minor software updates to ensure our system is running smoothly. ParkMobile will also continue our equity and accessibility initiatives by continuing to evaluate and update our software compliant with ADA standards. We are also working on the support of additional languages in the ParkMobile app, outside of English and Spanish which are available today. ParkMobile's team will continue to keep Miami Beach up to date on these exciting developments and will provide anticipated releases of major new enhancements or modules as they become available. ©2023 ParkMobile,LLC.All rights reserved. Page 15 of 55 Q ParkMobile MAM I BEACH 3.1.3 What is your level of commitment to continuous system improvements (upgrades), expansion of system capabilities and providing client support? ParkMobile invests the majority of our budget in research and development, in fact, almost 50% of our staff is dedicated to the continuous improvement and development of our system. That is a big reason we are the #1 parking app for consumers. Our app has more features and functionality than any other parking app. In the past 24 months alone, we had over 200 product releases and launched a wide variety of new user enhancements. John Blanton, Miami Beach's Account Manager at ParkMobile will continue to be available to address any questions you may have and will relay information about new and/or upcoming app features or enhancements made to our ParkMobile 360 Analytics Portal. Not only is your Account Manager here to address questions and requests, but he will also continue to be a proactive participant in your program's growth. ParkMobile also provides 24/7 support via our Client Services Support team who is ready to support the City's staff with any issues or questions that may arise. 3.1.4 Describe user interface capabilities, including remote and mobile access. Today's consumer wants choice when it comes to parking payments. That's why ParkMobile now offers more ways to pay than any other mobile parking app. Beyond the flagship ParkMobile app for iOS and Android devices, users can also make parking payments via web, text, and phone. Offering more consumer choice drives higher adoption. Pay by Pay by Pay by Wallet App Web Text Options foal11143 Full-featured app Lightweight mobile Text the number ParkMobile Wallet, web experience posted on the signs GPay, Apple Pay, & PayPal Below are the payment methods available to ParkMobile users: • ParkMobile App: The#1 parking app in the US provides the most robust user experience for iOS and Android devices. • Pay By Web at ParkMobile.io: Lightweight, web-based flow for people who do not want to download the full-featured app • Guest Checkout: Allows users to purchase parking without creating an account. • Pay by Text: When the user parks in a ParkMobile zone, they can text the keyword "Park" to 77223 to receive a short link via SMS to start their session. • IVR: Drivers who don't own a smartphone can easily pay for parking by calling a toll-free IVR number and making a payment over the phone. • Flexible Payment Methods: In addition to all major credit and debit cards, the ParkMobile system can accept prepaid cards, Google Pay, Apple Pay, PayPal, and our own ParkMobile Wallet. This ensures that there are payment options for underbanked users. @2023 ParkMobile.LLC.All rights reserved. Page 16 of 55 ParkMobile MAM BEACH ParkMobile App for iOS and Android The ParkMobile app provides a quick and easy process to pay for parking. Our Product team is constantly researching the experience and optimizing the flow for users. Once a customer downloads the app and creates an account, there's a simple process to make a payment. 51042 51042 • 51042 ow ma 1=I=11 59 52 ParkIdobNe MI cm 1:00 _....... Ma CM ow S2.00 • 0 a a s • 0 0 - L J Register or Select or Enter Choose Parking Time, Confirm Information Know how much time Login ParkMobile Zone Vehicle and Payment and Start Parking you have left.Extend Method time remotely Figure- ParkMobile Zone Parking Process 1. Enter Zone Number: The user will enter the zone number posted on the stickers and signs around the meter. To make this process easier, the app uses location-based GPS coordinates to show the nearby zone numbers on the map so a user can easily touch the right zone number and then move to the next step in the process. 2. Select Duration: The user will select the duration for the parking session. The duration is based on the rates and policies that are setup for that specific zone number in ParkMobile's backend systems. On this screen, the user will also see the default vehicle selected and will be able to change that vehicle if necessary. The user will then touch "Proceed to Checkout"to go to the next step. 3. Confirm Information: On the confirmation page, the user will see all the key details for the parking session: zone number, duration, payment method and vehicle. The user can edit any of this information before starting the parking session. After the user confirms the information, the user touches "Start Parking" to begin the parking session and will then see a countdown clock with the time remaining. ParkMobile Web Experience ParkMobile's mobile web experience enables a user to pay for parking without having to download the full-featured app. The ParkMobile web experience also offers a Guest Checkout option, allowing users to purchase parking without creating an account. This is a good option for the infrequent parker who prefers to make a mobile payment but does not want to go through the process of creating an account. ©2023 ParkMobile,LLC.All rights reserved. Page 17 of 55 ParkMobile M I AM I BEACH ermimp., .. : H It• ..Doesusisima Pmh MW„k4 = ParkMobile = PYkMObb = .PrkMobilo _- ,r aril r.. .+r ..... .�• ►.- - woo,. .. .. 1MIiA Nuking.ale loam fa you? fleviaal a'dN oOOO ,.,.,,,.n,.rr.v....r....w Zeno PnLYq brYa.. A km a.. lam 221 Where are you '� _Luse .�a -- parking? ��. 4:29:59 1 ` , .... Figure - ParkMobile Mobile Web Checkout Experience 3.1.5 Provide a complete description of any client-side technical specifications and/or hosting requirements for the platform proposed. Outside of standard internet-connected devices, ParkMobile does not require the City of Miami Beach to have any specific technical specifications in order to operate our system. Our reporting and analytics portal, ParkMobile 360 is accessible via an internet connection on any major web browser. 3.1.6 Identify any third-party software required to provide the functionality required by the City. ParkMobile does not require any third-party software in order to provide the functionality required by the City. 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. ParkMobile has an easy registration process via app or mobile web experience. Through the native app experience users will download the ParkMobile app on iOS or Android. They will be prompted to enter an email address and create a unique password or the user can sign up using their Apple or Google accounts. After account creation the user will be asked to enter a license plate number. The user is now ready to start parking at any ParkMobile location in the United States. The user only has to enter payment information (credit card number and billing account information)once they are ready to start their first parking session. Once they enter their preferred payment method it will be saved for future use. The process via the website is similar, however, users have the added benefit of using the Guest Checkout feature if they prefer not to create an account. ©2023 ParkMobile,LLC.All rights reserved. Page 18 of 55 Q ParkMobile M I AM I BEACH tommilk ..• Sign Up Add Vehicle • d+p I _r.... r char-wFa, ism «atata.... aSI I Rene to Acme. _ ikowns •QOdQ0O1 • amrf k r..r•.,.....,...• ...n.w,.n.M... J y a c.a h n .. • olop Tay Sign Up Mom,Appte nr eooyio ardor your SCuese yob Tee the wearer nag In the account,or enter en areal l Infannatien and aisle a bottom right to Mew parking &dices+and pea+wnrd Neiman far Me vddda zones In your area You re ready to start parking, Figure—ParkMobile Registration Process 3.1.8 Describe billing process. Web based invoices?Mailing out of invoices? ParkMobile simplifies the billing process via an automated monthly invoice sent to the City's financial staff. 3.1.9 Describe the customer's enrollment process. including 24 hour availability, and local vs. toll free number registration number. ParkMobile users may enroll/register using the ParkMobile app or web experience detailed in the answer to question 3.1.7 above, or they may call the posted toll-free number located on ParkMobile signage around Miami Beach. Users may register with ParkMobile 24/7. 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? ParkMobile offers you and your parking customers a Customer Care Center based in our corporate headquarters in Atlanta, GA along with an additional support team in Monterey, Mexico. We utilize the leading cloud-based customer service software, Zendesk, to handle customer inquiries and to provide consumer education through detailed FAQs, guides, video demos and technical help articles. Inquiries or disputes can be submitted via phone, email, and the ParkMobile app or website. ParkMobile users can contact our bilingual (English and Spanish) support team 24/7/365 to get answers to questions, request changes to their account and other services. ©2023 ParkMobile,LLC.All rights reserved. Page 19 of 55 Q ParkMobile MIAMI BEACH Multi-channel call center with Available 24/7/365 ® in-house phone, email, social goo o Media, chat& bilingual support Multi- Channel Support O Our Level 1 PCI compliant, Call center services nearly customer data security 20,000 customers per month NPS Score = 51 (considered 'excellent') ParkMobile's Customer Care team can be reached easily using the customer's preferred method of contact. Users can call, email, text, in-app chat and use social media to contact a ParkMobile representative. This level of customer support will enable the City to reduce the number of support requests that are directed to the City's department. ParkMobile is the first line of defense and will help to ensure users receive the best customer support in the industry. ..n r H uoi, .... soy. •.r.. aoa, -A.- ♦ N•pf.•lwns yy SamAP. f.. 9.qo.. ...1 < Owl won FAO., .,v. • k.ount sr...g. o .....war..r IQ puYModle pro a.,...y,�•• • M1o..gton Codes « .._ ..,.,. iftWww1•1•IMMIWIWIK• ..n.`...o.e•tons .rrr..ra.rr. array.--I- .t rr nger.rs..ww Pogroms..~As s r. • r p.nacy vaKy ,r.frrraloWn•w rw,lwer rar••rr•W terms Of Use dt1.010”186.1w• • .Mo VW?AWOW, F.;wla,w•rrNJ r Chat s.ppon .� s.cn o.. Nan Figure-ParkMobile In-App Chat Support • Our Customer Care team is available 24/7/365 and ready to assist whenever our customers need it. • Our Level 1 PCI compliant call center ensures customer data is fully secured. • Our call center services nearly 25,000 customers per month, answering more than 85% of our calls within 30 seconds with an average of 20 seconds. • ParkMobile maintains a minimum average Customer Satisfaction score of 90% for all interactions involving our Customer Care team. • ParkMobile's Net Promoter Score is 57 which is considered "excellent". For comparison, here are other NPS scores for other top brands: ©2023 ParkMobile,LLC.All rights reserved. Page 20 of 55 © ParkMobile M I AM I BEACH o Apple's: 47 o Google: 11 o Toyota: 33 o Amazon:25 o Microsoft: 33 3.2.1 Does the system identify the car by the license plate or stall number? The ParkMobile system identifies each parking session by license plate and zone/stall number. 3.2.2 Is your mobile technology actively used in over 250,000 spaces?If not, how many? ParkMobile is actively used in well over 250,000 spaces across North America. ParkMobile is deployed in over 55,000 municipal on-street spaces in the State of Florida alone. 3.2.3 Do users receive a text message reminder before a parking session expires? ParkMobile provides automatic real time alerts via push notification that will notify a customer prior to the expiration of their parking session. The timing of these alerts can be set to a duration of the customer's choosing. Alerts can be configured to be sent via email, SMS, and push notifications. ParkMobile users will receive an in-app message and email alert once their parking session has expired. / _ .1 / A mo • gam ..1 •Pak Mob** PARKING 5C54001.0 MULE, ten*hb'1030 05 PM 7 EEWS Your sess,on 1$ tar IF°a w r a trod tar fELR6 expiring. 0.00 . MIEtNG SESSION 1:77 PM r.[nN WEKTNAfd amM.. t fGER P.m.maw loft r.. 13 R•.cMa*1 35 M3 w•f..fu,>f , ,.b20X1135 PM a.. ^.r..R�e..m•. 5 Zone Sf..a r..Rav tEx Uwe �YM00.a .00 ON!MPG • .,'x-rrd aw r..r. Paling•EwIEn OErY 59:37 PM 1101111MIPAI ... untae• MRr to O"n b d IWa : coo . r Ey J Live Activities Push Notifications Email Notifications Text Notifications ParkMobile has developed a new feature for the iOS Live Activities capability that allows users to see the remaining time left for their session from their device's lock screen. This is a user convenience option that simplifies the process of checking on how much time is remaining for the current session. 3.2.4 Can users review their profile and parking history online? Users have full control to manage their account through the ParkMobile app or website. They can also contact our Customer Care team to make any changes to their account. Within their ParkMobile account, users are able to do the following: • Add and remove payment methods: Users can easily manage their stored payment methods within the app and web. This includes selecting a default payment method, as well as adding and deleting payment methods. ©2023 ParkMobile,LLC.All rights reserved. Page 21 of 55 Q ParkMobile MAM I BEACH • ParkMobile Wallet: Users can refill their pre-loaded ParkMobile wallet at any time and check the account balance. • Manage Promo Codes: Users can apply the code provided to their account or to an active session and will receive a discount on their transaction. The functionality is fully customizable, so the City can adjust the promo codes number of uses, time frames, zones eligible, and more. • Manage vehicles: Users can easily add, remove and update vehicle information. Users can select a primary vehicle and nickname each one. • Activity History: Users can see complete details of recent parking transactions including Zone, City, Date/Time, Duration, Vehicle (LPN), Payment Method, Parking Fees and Total cost. After the parking session ends, the user will also get an email receipt. 3.2.5 Can users park using any phone (e.g. not restricted to the phone they registered with)? A user is not limited to the phone that they registered their account with and may use their existing ParkMobile account on any smartphone, or checkout as a guest in the web experience. 3.2.6 Does the system have the ability to: a. Utilize maximum stay restrictions? b. Restrict people from re-parking for a set period even after parking expires? c. Have different rates based on the day of the week? d. Have different rates based on time of day? e. Have early bird rates? f. Rates and restrictions can be different for every meter(if desired)? g. Rates and restrictions can be set by zones? h. Restrict user access based on their ID/Password? i. Allow one-time event parking? j. Multiple (flat vs. hourly) rate structure in one (1) facility? ParkMobile supports all of these policies and rate structures for Miami Beach today. ParkMobile's Client Services Team will continue to work alongside the City to program policies, rates, and operational schedules that can be programmed and re-programmed in a flexible and ad-hoc manner and does not require any system downtime. ParkMobile's team is well-versed in the City's unique rate and policy structures and are best positioned to continue to support the City in Its initiative to provide a program that supports the City and its residents' unique needs. ParkMobile 360 Self Service Administration Portal With ParkMobile 360, staff administrators have role-based access to make changes to compatible parking rates and hours of operation, and set maximum time limits at any time, in advance or in real-time as needed. Note that rates in Miami Beach that are eligible for the Residential Discount Program are not compatible with self service features. ParkMobile 360 provides the following features: • Calendar View: ParkMobile 360 shows you daily, weekly and monthly calendar views of all your parking policies, making it easy to visually see all your parking rates and make the necessary adjustments. • Rate Creator: With ParkMobile 360, you can quickly create and import rates for specific days, weeks, or months. If you have a festival, street cleaning or weather event, you can change and update your rates across different locations. • Policy Management Across Locations: ParkMobile 360 gives you a complete view of rates and policies across multiple locations. You can quickly apply policies from one location to another without having to rebuild a location's rate structure. • Rate Tester: Before you push out a rate change, ParkMobile 360 gives you the ability to test that rate to make sure it is working properly and avoid any potential customer service issues. ©2023 ParkMobile,LLC.All rights reserved. Page 22 of 55 CI ParkMobile MIAM I BEACH < — - _......, _, ..... ..., _____ -. New Moments . — — —II• • • 471,743 $1,544,099 901,834 92,913.509 Nam--- ....8a101111.111Y4ii18814111 1: 9 1::—Mill El . ''''"''':—.-*-- IL — — — — 7 _ _ _ _ _ _ _ . _ _ _ _ . . =___ „ , , ..,.... _ 1::-. ...Ili Ilik....... ,_ _._ _ . ._ ....71,.___ -_-_: I - •.....- . ParkMobile can support extremely complex rate structures with multiple rates in effect at different times of day and days of the week, in addition to special event rates. ParkMobile 360 also includes a Rate Tester, which allows staff to easily verify what rate customers would be charged on a given date, time, and location. This tool is extremely helpful to ensure rates are being displayed correctly and there are no gaps in the policies when there are multiple, overlapping policies in place. There is also a full audit log so the City can track any changes that were made to rates and policies. ParkMobile supports maximum durations and can be used to prevent drivers from abusing maximum time limits by starting a new session when the first session expires. For example: if the City has a zone with a 2-hour maximum parking duration within a 24-hour period, ParkMobile can prevent a vehicle from starting a new 2-hour session in that zone until the following day. 3.2.7 Can users park using Text Messaging(SMS)? When the user parks in a ParkMobile zone, they can text the keyword "Park"to 77223 to receive a short link via SMS to start their session. < 77221 Thanks for using PMd atoef Vast .hick Mt pi.ung.►ky��..�4.� �M A 3.2.8 Can users pay for parking using dial tone and/or voice-based vendor-hosted interactive voice response system? With equity in mind, ParkMobile always strives to provide options for customers without a smartphone, unbanked and underbanked populations. ©2023 ParkMobile,LLC.All rights reserved. Page 23 of 55 ParkMobile M I AM I BEACH In additional to the checkout processes previously described, ParkMobile offers a range of options and features for special populations: 1. Customers Without a Smartphone We know that not every driver has a modern smartphone. So, we provide an Interactive Voice Response (IVR) system where a user can call an 1-800 number posted on signage and decals. ParkMobile IVR phone numbers, provided at no charge to the University/City, are posted on every decal and sign. When a user calls the IVR number, that person will be guided through an account setup process. If an account is already setup, the user will be recognized by the phone number on the account and will be immediately prompted to initiate a parking session. The IVR system will ask the user for the zone number, license plate number, duration, and payment method. The IVR system mirrors the user experience on both the web and app to start and manage a parking session, ensuring City rules are followed. A user is able to purchase time according to rules and restrictions for the zone. 2. Underbanked and Unbanked Customers Customers without credit/debit cards can use a PayPal account connected to a bank account or prepaid card to pay for their parking session via ParkMobile. Consumers can also use a pre-paid card or reloadable card from retailers such as GreenDot or NetSpend to pay for their parking. An Equitable Experience • No smartphone?Drivers who • No credit or debit card? • Unbanked?Use a don't own a smartphone can easily Drivers without a credit card can prepaid card or a reloadable pay for parking by calling a toll-free use PayPal to connect a prepaid card from a retailer IVR number and making a bank account or use a prepaid like GreenDot or NetSpend. payment over the phone. card as payment 23456 PayPal (0 ParkMobile j � I ! �P: 1 :ink a payment nxtha. f Payments ' Use the PaAkable, ' +oF� aeyy to • ® • ces 3.2.9 Will there be a toll-free number to initiate or extend parking sessions? As described in the previous response to Question 3.2.8, ParkMobile provides a toll-free IVR phone number that customers can use to initiate or extend parking sessions. The most popular feature of the ParkMobile app is the ability to extend the time of the parking session remotely. Users can add parking time without having to run back to "feed the meter". A user cannot extend time past the maximum parking time allowed for that location. ©2023 ParkMobile,LLC.All rights reserved. Page 24 of 55 J ParkMobile M I AM I BEACH ( Land Parking? i -noun Mete rime 222 1 00 00 j 59 55 I v 4242 1 „jI ____ Select Extend 2. Select the amount of 3e Confirm information additional time to add and start parking 3.3.0 Do users have to pay an annual membership fee?If so, how much? ParkMobile users are not required to pay an annual membership fee. 3.3.1 Does the system require integration with the meters? ParkMobile's system does not require integration with parking meters and many of our clients nationwide are removing meters and kiosks in favor of a ParkMobile-only or asset-light program. 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. Through our openly available Application Programming Interfaces (APIs) as well as direct partnerships, we integrate to most major industry providers, enabling our partners to adopt a best-of-breed approach to their mobility strategy and providing flexibility to move vendors. Below we have outlined our integration experience with the major parking kiosk vendors. Pt L 1. s A604 P t • L e w,r..we.. r 4 i 5 ei e ' Oat sOf y e i �. • •0,2 •w w A tis ' a!" , ;.!; µ f• Y q • 2023 ParkMobile.LLC.All rights reserved. Page 25 of 55 ParkMobile MAM BEACH • ParkMobile+T2 Systems Meters Municipal clients use ParkMobile alongside T2 meters across the US, including the Cities of Ithaca, NY, Traverse City, MI, Morgantown, WV, La Crosse, WI, Woodstock, VT, Summit, NJ, and Cedar Rapids, IA. and many more. T2 Systems and ParkMobile are also widely used together on campuses such as Ohio University, Grand Valley State University, University of South Florida, University of North Carolina, and more. • ParkMobile + IPS Group Meters Many large municipal clients use ParkMobile alongside IPS Group meters, including the Cities of Phoenix, AZ, Sacramento, CA, Orlando, FL, Fresno, CA, Hoboken, NJ, and dozens more. • ParkMobile + MacKay Meters Many large municipal clients use ParkMobile alongside MacKay meters, including the Cities of Spokane, WA, San Leandro, CA, Walnut Creek, CA, Harrison, NJ, and Prince Albert, SK. • ParkMobile + Flowbird (Parkeon and CALE product lines) Meters Many large municipal clients use ParkMobile alongside Flowbird multi-space meters, including the Cities of Columbus, Pittsburgh, Indianapolis, Des Moines, Washington DC, Spokane, and Baltimore County, MD. 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. ParkMobile supports this functionality via our integration with SKIDATA in Miami Beach today. ParkMobile seamlessly integrates with gated parking equipment, making it easy for consumers to use the app to pay for parking, lift the gate, and exit the garage/lot. We have provided more detailed information on our integration with gated equipment, specifically SKIDATA, later in this section. 3.3.4 Is your service in live use at over five US locations? If so. where? ParkMobile is active in over 500 municipalities, more than 160 universities, dozens of airports, and thousands of private operator lots across North America. In addition to Miami Beach, a sample of our other largest clients include Philadelphia, Washington DC, Pittsburgh, Dallas, and St. Petersburg. We have listed more of our clients across the US and in the State of Florida previously in our proposal. 3.3.5 Does your service integrate with wireless handheld systems?If yes, provide examples of live sites. ParkMobile currently provides, and will continue to provide, real-time integration for enforcement purposes to the City's enforcement handheld software. Including the City of Miami Beach, ParkMobile is integrated with the preferred enforcement software provider of virtually every municipal client that we have. 3.3.6 Is the system/software user-friendly?Please describe in detail. ParkMobile's focus is on providing consumers with the most feature-rich, user-friendly mobile parking solutions that allow them to find and pay for parking in any parking environment, whether that be on-street, off-street, or in a gated garage. We also provide the most flexible options for payment, with the ability to use a mobile app, web experience, SMS or traditional methods like IVR phone call. While other mobile payment solutions simply facilitate a transaction, ParkMobile provides value to users at every stage of the parking journey. In addition to the user-friendly features that we've emphasized throughout our proposal, ParkMobile also offers the following additional features: ©2023 ParkMob,le,LLC.All rights reserved. Page 26 of 55 Q ParkMobile MAM I BEACH Spanish Language Support The ParkMobile app is currently available in English and Spanish, with French language support on our product roadmap for future release. To access the Spanish version of the app, the customer simply downloads the latest version of the app, and if the device language is set to Spanish, the app will default to Spanish. Additionally, the ParkMobile web experience is available in hundreds of languages (according to device settings), ensuring that the millions of tourists that visit Miami Beach each year have equitable access to digital, contactless parking payments via ParkMobile. ParkMoWle .::)Pat1Mobile PmkMoble __ P.askMoblc _� R9.Ai#!t!7 RiaMrls orrRrl6 ,. 0000 ,4M��tlMRfl�s o • 4,Donde estas tale estacionando? 59:36 I- ^MM ParkMobile ParkMotM + Find My Car Another popular feature of the ParkMobile app is Find My Car. This enables a user to get walking directions back to the location of her car. The user can select from multiple mapping options to get the directions -Apple Maps, Google Maps, and Waze. rW1.4N,,n, O 8 222 222 .once City Ma.ket for re<ky Nroke, 59 55 59 55 1 57 31 _....•,...,.. t5 Minutes Pem.urr asi ...,.., a..u.ve.. ,S Nowtes oeman �n n. .. GmO My Car {Intl MY[ar Emend Find My Car Active parking Get walking session directions back to car ©2023 ParkMobile,LLC.All rights reserved. Page 27 of 55 0 ParkMobile M I AM I BEACH Parking Availability ParkMobile enables real time availability for on-street parking in over 100 cities across the US and Canada. In this area of availability and parking data, the industry is rapidly evolving. ParkMobile is committed to retaining maximum flexibility for our partners. Currently, ParkMobile is integrated with the following parking analytics vendors and we continue to add to this list: CivicSmart, INRIX and Smart Columbus. Enter Zane Humber ra Ee,Zane Hyrax, rr .11111119 E�tn •M V I k I i i Il� �—I p a ma i* Er� �pm yY $ I 0 OD`J O % p 00 mi in —.7 O • e ' ue La,. , .o i I to .... j 0 l r me 1 ♦ p O D o n a • o n o • o n o S Default with Parking Map Layer Settings to Turn on Map with Parking Map with CivicSmart Availability Turn Off Parking Availability&Places Availability Enabled Parking Availability ParkMobile's availability engine comes with a variety of benefits, including reduces traffic congestion, pollution/emissions, and improvise travel efficiency by decreasing time to destination and miles traveled. CONSUMERS Intuitive user Large audience CLIENTS experience of users Available everywhere CO ' t Integrates with all ©eleeet01.1111111111111 parking technology y 4 -.. Serves all Client branded parking needs F 9 website option Helps the user ® e Tools to manage find open parking rates and policies -1 Fkttenng based Q I® Manage different parking , on need I I technologies in one central platform Payment Real time data flexibility and analytics ParkMobile is also committed to empowering cities to plan and operate more effective, efficient parking and mobility programs with robust administrative tools and powerful marketing capabilities. Through our ©2023 ParkMobile,LLC.All rights reserved. Page 28 of 55 el ParkMobile M I AM I BEACH open API infrastructure and 100+ integration partners, ParkMobile allows cities to use the hardware and enforcement technologies of their choosing while providing a consistent experience to users through our platform. 3.3.7 Do you have a marketing plan; i.e. recruitment process, decals, signage, advertisement mediums, etc.? ParkMobile provides all operational and promotional graphics, including all signage at no additional charge to the City. Signage and decal design is a critical aspect of deploying a successful mobile parking program. According to our research, almost 49%of users first learn about our app through the signage at the meter. We also recommend refreshing signage on a consistent basis to ensure the highest quality. The City of Miami Beach recently refreshed its ParkMobile signage to include "Ways to Pay" messaging, showing consumers that they have a wide variety of contactless payment options available to them with ParkMobile. This is a critical time and money-saving benefit to continuing the City's partnership with ParkMobile. u / acti 5 0 3 obtle ir }f n ParkM / �r 4i L ^. Xl « rrAf ii { f / 0 .-t : #' Pa.:in9E°' rce:: P '9AM-35.7.1 ! ' When ParkMobile develops a marketing program fora new launch, one size does NOT fit all. To ensure the program's continued success, ParkMobile will work closely with your staff to develop the right program for the City of Miami Beach. ParkMobile builds our marketing programs to focus on five key areas, outlined in the diagram and sections below. Awareness Adoption Engagement Retention Advocacy r Signage ✓ Welcome Email ✓ Geo-Fencing and ✓ ParkMobile Pro App sore reviews Local Media ✓ Demos Geo-Targeting - Promotions Social media Wallet Cards In-App Messaging I Event Notifications Re-engagement Refer a Friend Advertising I Push Triggers News&Updates Pori... ✓ Facebook Ads 234.56 �..las.w.A W..»... ..In..a~. A OW • A . • m • 'filf Ilt ...... -- ...... ONIIIMO i3r:i mM.MYw•1 and lw.rr.M♦w Iv NY pew,•liorywurom t • g ©2023 ParkMobile,LLC.All rights reserved. Page 29 of 55 Q ParkMobile MI AM I BEACH 1. Awareness When launching a new or updated mobile parking app in a market, it is critical to get the word out. The ParkMobile team deploys a variety of tactics to make sure people in the market know about the app. Awareness tactics may include local advertising on TV and radio, press outreach, targeted social media ads, street teams, and more. We will use email, in-app messages, and push notifications to activate existing ParkMobile users. ParkMobile will also look for opportunities to leverage local programming in the market. tic tt �l� •:.f 44W • •N f 1 r. l • �I "allefr s Pf+Mbb��! E r }4 y.. M,IMw YorkC§y ,. - trrer•.uker r • t �.0 {, aMwaMNR.4 � 1 rior f091*.] y*- Si. � r�jlt .1441 2.Adoption Once users have downloaded the app, ParkMobile activates our onboarding program to ensure they know how to get started. We send a welcome email with links to demos on how to use the app. Then follow up to make sure the new users have the information they need. If users download the app and set up an account but don't complete a transaction, we keep messaging them to encourage usage and educate them about all the locations where they can use the app to pay for parking. As a result of our adoption tactics, almost 90% of users who download the app go on to complete a parking transaction. P.arkMob>te Pick How You Pay! Thanks for Ocwnbadtna the P a NY pa.'maws oaks*Or twMaR�F.r Park MOON*Apo, AaYi-'. r V IaNY"•ItraaaPrta M'/ *As rw*••r•r rpo lomaliompommiluao - rv.r•aaMw+nrrw►wra+.n�.. M1 � You're Almost Ready " to Park! Adding A Payment Method P how you pay Choose a .......»».�•...w•...Yawa...= credrthlehitcard,PayPal. mem r w a.•rr,PAfnuf aw•ar+ara PadcMoWe WaNel.or Apple P., ..P..r.1..WIN... ADD PAYMENT 411141111.4 �.•• �A 4•sM�wu►Maasa•wrMll• - - e.wrwwrrwa..•.a•..r Add a Payment Method Reminder Email Have Qucst,oas? ® IfMI Prra•Yam Sped Add a Payment Method ln- . •• App Message ^a+�"•r-w^ .ar�ra Welcome Email ©2023 ParkMobile,LLC.All rights reserved. Page 30 of 55 0 ParkMobile M AM I BEACH 3. Engagement Once people are using the app, we engage them on an ongoing basis with emails, in-app messages, and push notifications. The goal is to keep them engaged with ParkMobile even when they are not actively parking. In addition to the app-based engagement, we retarget users on Facebook and other social platforms to serve up tactical messages and stay top-of-mind. First Parking Transaction In-app Pop Up and Email 3:107 f 0l - III ParkMobile d....n. Enter Zone Number 11 I i Congratulations! g tions! ' ' P , i ir You just started your V parking - base t' tI If session with ParkMobile. _ `- -' ' Thanks for Parking Smarter! ca.a.ti on N. ng rout.tit pattu p eeemoni Check out the bp* . ` Mal Kt Et. thet you pet t most out of your ParkMob a app} 4 l 0 4 /� emilbetete Moir Pettey feeel n t �' �% Veer whey seeron may not Now up cm Me met.Me*Mt ` 4 ' ,.' 1 eaM Mar eeeetm is careened by Tar reMcie's limas per I Vine new Yak Ter is Lon 1 ' y O Neu un*mope ute me Pannone o.'p b yea away noe'rucr. - s 1 I ems•me.n so./p.rk.•.00.00142. i .. ' y,'. �t,,�` Emend Veer Tee P . .. ,i� Pork....a.eon about b end,No mad tonon Inab lad me �� meter,Emmet mut Nee•.eaaa.an noel son.0 app e.o.m.Meer N_M_Mbwa •.� Choose new N.nd.n ..d and watt iN. a n needed aoA to Werner No a s b Sanaa non NaakGaaw..,n.d.pp For more ups*Pout yq.r Mt petkrp seseon.vwt our FAO paps Got questions? We've got answers. r.•-roe,4.40 —» SEE FAQ's Alle . -'wow-- Feature M{pldfyAt:Find My Car F a...eng.n..o w paned n now.rung W .,Al.._.._ M pose use n.P.rnape...PP b set vn by 5 US ern O..C.oe dt.e*y Pea b yov cm, ...... • ©2023 ParkMobile,LLC.All rights reserved. Page 33 u`56 Q ParkMobile M I AM I BEACH 4. Retention ParkMobile strives to keep users engaged with the app for the long term. We consistently communicate news and updates to members through email, social media posts, and other tactics. ParkMobile also has a re-engagement program for lapsed users who haven't used the app in several months. Lapsed User Campaign Examples ParkMobile ParkMobile /� We Want to Hear From You! We Miss You! / / ��..,,K.�..,., w. �.,...:., ..>...N a,.., .ap��. ' yn.v.not,yet,,..a<Help us vwen,ana-M by t*.to Iles short surrey It's boon awhile Como back and see us! Were adding now cites every day,horn Berkeley to a a Shenk tear to `ter.when 'complete tees sumps and pwude yaw wool of OMt.you M D.entered for•chance to Dallas to Bethesda,so chances are there's always a tsvn•$100 lift cord r ParkMobile parking spot new you w..w-to.q.r. 9 Million registered users can't be wrong. There's so much to love! A 1.:• i r r. . ip a.I lik` ® Ina hurry?Skip the kle.pay wah the app.and start your parkng gesso°m seconds r Parking expiring?Wet alert you before your Id times up! GProwl more time?Extern your parking sermon. nght from the app" Technical issues?Questions? visit our Knowledge Base to read our FAOs Cl2023 ParkMobile,LLC.All rights reserved. Page 34 of 56 Q ParkMobile M I AM I BEACH 5. Advocacy For loyal power users, ParkMobile urges them to become "ambassadors" for the ParkMobile brand through social media and app store reviews. Flier Zone Number ■ ©, ($')Park Mobile ParkMobile(USA)(eTa,$,,, q i op Leave Us a Review! o Feb8 Tr.rx•for bong•r k.e P•AMob•e owe of Your•moms wine We want to hear from youl If you V ParkMobile, Thank You For S.OS^•b"cantinas'°'mmoe*by po•bn0•ewer o M.Apt drop us a review in the App Store. Choosing ParkMobile' Stars.Your r••m•Ut is nbon•nt to us•rd•mulct nab cerrr• aim.,•oros"caftans may wperk Your feedback helps make aParkMobile the best it can be.Click to review—>ow.ly/1OFt50CQuC'. digliki _ Lamm A Revw ,•R•asmes a„�,,,r asmarterwaytopark apennyforyourthoughts lAwoutAnAop a *manp m ehowarewedog is rM••R t•R•aerl0r - II�_.. t e ParkMobile .,41 Very convenient...I a ... 'MMIOM.': can load additional • time without having to C run back to the car. • o• en To help adoption of the City's mobile parking payment program not only see early success, but also continuously grow, we will deploy a variety of marketing tactics and strategies, including, but not limited to the options listed below as examples. In-App Messaging ParkMobile can push high-impact in-app messages to our user's providing information and driving behavior. These messages are triggered by defined user actions - opening the app, starting a parking session, ending a parking session, etc. This tactic can be used to communicate various topics like alerts, news, promotions, events, etc. a n Reminder: }ffnyiUr:Q4Ptala'iel 70 ii No perking in irks lot .t after 10PM. ' roc?ll al mnsu!va.9 .,, a„, I 4 Please check posted rM :t„eac, [ r,mee•TYarC3e i sgns for parking times. 1 • * am s- • • o a • o a o • In - i ©2023 ParkMobile,LLC.All rights reserved. Page 33 of 55 Q ParkMobile M I AM I BEACH Social Giving Campaign ParkMobile believes in giving back to the local community. We have done many campaigns that have raised thousands of dollars for local charities. We recommend doing an annual fundraising program for a local food bank to support people struggling with food insecurity in the local area. ParkMobile would encourage users to donate through the app and we would then match a portion of all funds raised. ParkMobile would work closely with the City to develop and execute this program. QParkMoblle + FE NCG AMEDIERA Let's Do Some Good. Ngwmrvwpn.lrt;tM fl'(I•u.V.e...K,. .tkn.:. COLORADO How to Donate' Q ParkMobile ♦ FAMILY MEAL Ocrr 1.Zoos N.M.to w°le Paid...Apo O Sow COY 0-'91WNhod f asap Aroma' Thank You For Donating! © Clmn.anr.cm eerue Son SIsA sro un$mn• O °«"°�°n„,noo.wZgWl.pnpt. Doing good,together! We'll be matching a portion of all donations. About Feeeng America. In-Fagnq Menu nebm.«n.io P$1non ..W'0We+.lo.r^a .0 SUWn Sr1p,nueNnl.N.O .S e.rgwess U traw .covey•O,0.d tm CON61Y%ammo Fund.a OW.rvrn .Nut ro pgpo'I ISO.Swing hunger.E°.YVJ twat•Tm I.w no Veu arson,*.baO°ert[svuttl.co/.Y cou..r•k luu MI'OO W' Ialti grogL .wn rnn Or..u.nv.'..n•.• trr«NenIC 1 Customized Video Content ParkMobile has an extensive video library of demos and tutorials that can be embedded on the City's parking website and used in other digital channels. We are also able to produce any custom video asset as needed to support the City's parking program. You can see our full video library here: https://vimeo.com/parkmobile a' •1 13:673 MI Lookin Way per<Ini • Using ParkMobile for OnlOff-street Parking an... How to Use ParkMobile Q 0 ©2023 ParkMobile,LLC.All rights reserved. Page 34 of 55 el ParkMobile MAM I BEACH Special Events and Promotions ParkMobile can set up special promotions for parking. For example, the City can offer "$1 off', "free parking," or other incentives. The ParkMobile marketing team will work with staff to design and execute a promotion that is right for you. x x 14; TAKE UP TO $5 OFF Ga YOUR NEXT PARKING You Could Save On Get 4 hours of SESSION IN MOCO! This Transaction! complimentary parking at Ponce City Market Get one hauof free parking in Use Code: City of Atl,r‘t.t-r'„''/vancode using promo code: TOUCHLESS "VOTE" SAVE NOW Emir PmnwCode Local Media Coverage ParkMobile's PR team generates strong local media coverage for the launch of new programs, features or program highlights. X . Mv,.than 1 rn,lhm Aare do r in uirtr ,.,,... ,,...•. More than 1 million have downloaded mobile pay- parking app,PPA says Tty roots/I./Pew, ,o downloaded tree from ♦pplo's App Sto,u,,,,,600tre Pia'. /Niii id", . . MI yy 11 «. pph.-WOW, WOW the ew..v«%VW eeear sef«.es or.sbew Instructional Documents and Website Content ParkMobile can provide the City with helpful one-pagers and wallet cards, as well as content to embed in the City's website, email, and social media channels. ©2023 ParkMobile,LLC.All rights reserved. Page 35 of 55 Q ParkMobile MIAMI BEACH (D ParkMobile a 1. - ParkMobile ParkMobile Perks Contactiess Parking with ParkMobile Q ParkMobile ...,..,•..,.............-..................—......-........ •Avoid touching the pay _ "M ..r. .••,.•.w....rr,w.deererw..r.,o.s...r.•.r.... Giving at e .*,__ •Get parking expiration Always you a reminders smarter • Extend "in,eren,pr.dy know where , o _ IN when avaeabte NI Way to •$aawWebbparkngepob In*elect wekis you're going park. Get the app or to park• visit ParlcMol>;b io . I _ Get the ParkMobieappbr Get the ParkArobile app ConledlseeperWrgpayrrNnta .....„��, contactlessparkingpaymentsrIIIIIIIII across the US. •......• —••^ .•••r.r• across the US. .- .. M-"Or 0 e:qo . n... :.r ..n., C© © (..p.e. . 0 1.1e N,.KMM r.• r[YV Branded Swag Kits We provide our clients with swag kits that include branded items like hats, shirts, water bottles, lip balm, koozies, and more. These items can be distributed at the City's parking office or at other events to help raise awareness of the parking program. We also use these items when we deploy street teams as an incentive to download the app. . T,'',,;''''''...'"." ' ' '' .- \..... ''',, t t' AT T ParkMolkl¢ M Jr 3.3.8 What is the settlement process of your system/software? The settlement process of the ParkMobile system depends on whether the City or ParkMobile serves as Merchant of Record (MOR). ParkMobile understands that the City of Miami Beach intends to continue to act as MOR and we have provided the following flow chart that depicts the settlement process with Miami Beach as the MOR. ©2023 ParkMobile.LLC.All rights reserved. Page 36 of 55 Q ParkMobile M I AM I BEACH 0 © Parker pays by: Credit Card• Emerging Payments i Pay all • P aoye<,, 1.Parker pays parking fee+transaction fee +' VISA 3.Payment is routed to Miami Beach's DISCOVER designated account 2.ParkMobile authorizes payment through merchant processor of Miami Beach's choice ••• (10 • 4.Miami Beach remits transaction fee to ParkMobile 1 rill 3.3.9 Is there interface capability? In addition to the interface capabilities described previously, ParkMobile is currently integrated with over 100 industry providers and we continue to explore opportunities for new partnerships. ParkMobile's open API infrastructure and 100+ active industry integrations also provides the City of Miami Beach with the flexibility to change providers as needed. Our ParkMobile 360 backend system also has a smart hub capability, meaning it can serve as the central management portal for all the City's parking technologies (other mobile pay vendors, parking meters, etc.). ParkMobile 360's platform capability is available at an additional fee. © ParkMobile 360 Centralize all the data and information from your parking technologies in one place. +r.El)+--► . . ti�►•ras oo«.reer lielmis Pi I I I I I _ "°R"° Mil Gil ...• 9 ■ C3 0 titanabp, ParkMobile interfaces with the City's other parking technologies today and will continue to do so under any resultant contract. ©2023 ParkMobile,LLC.All rights reserved. Page 37 of 55 Q ParkMobile MAMI BEACH 3.4.1 Can the system maintain the security, confidentiality of transactions and information? If yes, please describe in detail. ParkMobile is committed to the proper management of records to retain those that have current or future value and to properly destroy records that do not have such value. Examples of ParkMobile actions taken include but are not limited to the following: • Card Holder Data (CHD) is not stored on removable media. • Information on all media is classified, handled and disposed of in a secure manner. • ParkMobile encourages minimal use and storage of its confidential data to reduce the risk of data compromise. • At no time after card authorization, under any circumstance, ParkMobile stores any information from the card magnetic track, to include CVV/CVC, CVV2/CVC2, and PIN block data. • Cards that have met and exceeded their expiration by 6 months are deleted from all systems. • All cardholder data from deactivated or closed accounts is deleted from all systems after a 6-month waiting period. • After 18 months of inactivity, a card is categorized as inactive and deleted from all systems. • A review of cards matching the above criteria is conducted monthly, with quarterly reviews of the reports. • Personal account numbers(PAN) are masked when displayed. • Two-factor authentication is implemented to access any cardholder data. • CHD is encrypted at capture, transit, and at rest. • PCI DSS compliant encryption methods, processes, and procedures are implemented. • ParkMobile has implemented encryption key management plans to ensure the availability of encrypted authoritative information. • ParkMobile data security policies prohibit direct database access • Data does not travel over the network unencrypted. We also prioritize data usage transparency and have our Customer Privacy Policy easily accessible to users via our website. This policy is designed to help customers understand how we collect, use, and share information that is collected through the ParkMobile websites, mobile applications, and other services we operate. The policy can be reviewed here: httos://parkmobile.io/privacy-policy/. 3.4.2 Is your system PCI compliant? ParkMobile is compliant with PCI DSS, ISO 9001:2015, and SSAE 18 requirements. DSS AICPA { cc PA i SERVICE LEVEL 1 o'"µ 'So SOC di ., a_... JF 9001 `# PIPEDA 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. ParkMobile supports our clients' ability to use their own merchant accounts for credit card processing and supports this today for Miami Beach. 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. 02023 ParkMobile,LLC.All rights reserved. Page 38 of 55 el ParkMobile MAM I BEACH ParkMobile supports the City's desire to continue to use its own merchant accounts for credit card processing. 3.4.5 Does the City directly receive the credit card payments from our consumers'parking transactions? The City directly receives the credit card payments from parking transactions when the City serves as Merchant of Record. ParkMobile supports this today for the City of Miami Beach. 3.4.6 Can you report on average downtime of service? ParkMobile is a cloud-based solution that is hosted by Amazon Web Services (AWS). ParkMobile has implemented a high availability environment with failover capabilities by using multiple AWS regions. ParkMobile's serverless implementation using Kubernetes is designed for autoscaling to address any increased demand of web traffic. We also aim to scale our platforms ahead of our own growth expectations, which is why our platform can handle 5x the largest volume day in ParkMobile history without any changes from the engineering team. Outside of scheduled downtime for maintenance, ParkMobile ensures a 99.9% uptime and routinely far exceeds it. ParkMobile has several proactive measures in place to ensure stability which includes meeting standards for reliability, availability, disaster recovery, and accuracy. We use an extensive set of best-in-class application and infrastructure monitors that capture any platform issues and immediately alerts our on-call team to address any errors that require immediate attention. Coupled with the uptime guarantees of Amazon Web Services, the platform is designed for maximum availability& reliability. 3.4.7 Do you have web-based parking permits for monthly off-street parking? ParkMobile provides prepaid monthly reservations for off-street parking. ParkMobile's Reservations combines both on-street (zone parking) with off-street (reservations) functionality in a single app. By offering multiple parking options for consumers, we are increasing the usefulness and overall value of the app, which will help increase adoption over time. Search for _ . destination Select time Filter results for and date for I `` amenities(covered, parking Dml . EV enabled,high 0 ® clearance,etc. 16 H WM. _T O See garages for event and transient Q reservations e U ek,aos 0 Q ❑ 0 ParkMobile Reservations allow the City or private parking operators to pre-sell parking in lots and garages for special events and daily parking. Reservations can be made on the web at app.parkmobile.io, or in the 02023 ParkMobile,LLC.All rights reserved. Page 39 of 55 © ParkMobile M I AM I BEACH same ParkMobile app. Having consumers reserve parking in advance can help reduce congestion in cities by eliminating the need for people to circle the block looking for open parking. Park Columbus • ammamm • o Additionally, we can create a custom-branded reservations website for the City of Miami Beach. This website would allow motorists to reserve parking in advance at any of the City-controlled garages and be granted access via our integration with SKIDATA's PARCS equipment. 3.4.8 Do you have web-based parking permits for event off-street parking? ParkMobile's reservations capability described above includes the ability to sell off-street reserved parking for events, in addition to monthly off-street parking. 3.4.9 Do you have web-based parking permits for residential, student, and business parking? Although ParkMobile does not provide a full web-based parking permit solution, our innovative residential discount program in place in Miami Beach today has influenced our clients across the country to implement similar programs. Similarly, we provide this program on college campuses so that students have the flexibility to pay to park as needed rather than being cripled by expensive parking permits that don't offer similar flexibility in the wake of an increase in online classes. Through ParkMobile's residential discount program, Miami Beach residents receive discounted parking in the ParkMobile application, while other users will be required to pay the regular rate and follow posted policies. Once a user's account is removed from the whitelist, discount privileges will drop off the user's account and they will have to pay for parking as a regular user. 3.5.0 Do you have a phone & web-based violation payment system? If so, does it interface with other violation payment system platforms? ParkMobile does not have a phone & web-based violation payment system, however, we integrate with every major industry enforcement system. 3.5.1 Do you have an Electronic Validation System for hotels, businesses, restaurants, etc.? ©2023 ParkMobile,LLC.All rights reserved. Page 40 of 55 Q ParkMobile MAM I BEACH Through ParkMobile, businesses can purchase promo codes that offer their customers discounted parking sessions when paying through the app. The functionality is fully customizable, so clients can adjust the promo codes number of uses, time frames, zones eligible, and more. ParkMobile can also set up special promotions for parking around the municipality. For example, the City can offer "$1 off', "free parking," or other incentives. The ParkMobile marketing team will work with staff to design and execute a promotion that is right for you. 3.5.2 Does your organization develop and own its core technology or is it licensed from a third party? ParkMobile develops and owns all of the proposed services in this proposal. 3.5.3 Describe your customer dispute process. Clients who use their own merchant accounts typically handle customer disputes since only the user transaction fee is remitted to ParkMobile. ParkMobile's Customer Care team will direct Miami Beach users to the proper process to dispute their transaction. In cases where ParkMobile serves as Merchant of Record, we have developed the following process to handle legitimate transaction disputes while also mitigating fraudulent disputes: • A member of our staff runs chargeback/dispute data reports weekly from all of our processors where we are MOR. o In their weekly review, they also look for patterns of fraud or other unusual activity. If the staff member finds something unusual, they alert their manager and the fraud prevention team is notified (if necessary). • We have a dispute threshold of a minimum of$100. • For the chargebacks we dispute, we provide the relevant processor the receipt required in order to legitimize the transaction. 3.5.4 Are all reports exportable to Excel or other file formats? All reports are available for download in .xls, .csv, and .pdf formats 3.5.5 Will the City have access to the system database? Who owns the data? Miami Beach has access to system data in the ParkMobile 360 Analytics portal 24/7/365. Due to ParkMobile being an open-loop system, meaning ParkMobile users can utilize ParkMobile anywhere that we are accepted, ParkMobile owns all user and resultant data. 3.5.6 Does the system provide any report writing/generating tool? The ParkMobile 360 (PM360) reporting portal provides all the data related to a parking operation. ParkMobile 360 lets you easily track transactions and revenue as well as payment methods, historical trends, and performance for individual zones. You can watch this video demo for more information: https://vimeo.com/367765856 ParkMobile 360 provides two types of reports: operational and financial. Within the operational reports, there is information with regards to total transactions and revenue across varying time frames, as well as transaction statistics such as the distribution of parking by hour of day, duration, and parking cost. Within the financial reports, there is transaction level information including all pricing information, user information, zone information and payment information. These reports can be scheduled to be delivered to the user's email inbox on whatever cadence they prefer-daily, weekly or monthly. Below are some of the key features of the ParkMobile 360 reporting portal: ©2023 ParkMobile,LLC.All rights reserved. Page 41 of 55 Q ParkMobile MAM I B E AC H • Easy-To-Read Dashboard View: With ParkMobile 360, your data is delivered in an attractive, easy-to-read format with charts and graphs for monitoring trends and drawing insights. • Scheduled Reports Delivered to Your Inbox: ParkMobile 360 gives you the ability to distribute the right information to the right people by scheduling daily, weekly, or monthly reporting emails to select staff members. • Filter By Date and Supplier: ParkMobile 360 gives you the ability to filter data by date range and supplier, making it easy to pull the data you want to see and compare historical trends. • Download ParkMobile 360 Reporting Data in Multiple Formats: With ParkMobile 360, you can quickly and easily download your data in the format that best meets your needs. Downloads are available in .xls, csv, and .pdf formats. ParkMobile 360 provides complete access to the data for your parking operation. You can see sample dashboards below: re360 n Good morning,Susan! NEM HELP +�PROFILE e OUT INFLNANNNNION * NONE • MANAGE POLICIES 51 ,490 $225,666 51 ,490 $225,666 OPERATIONAL 1i111.1•••POR•OWAPPW •iYbYaafw.Nwg.tttra ♦f1)I•l.w imam ue WO ♦aR l..awan LaisWg 0 c ANClAt I/ME Wwx I.-Mt. F'.nun.and M, Haar) .• '.. 41p Q 'mnano,/ w wn a.9 nano,/AnY mammy woos Potwar .ti.N �• ✓ .. ✓N Ya 4ti Vag/ v� Ye. AMMO NOP/WV Wa&w,ton DC Pe' ,,obc PM WASH CIC'.i: >:+wwrw V 111r1wr.. Wasninglon DC Proitmoyq PM WASH SC.' .AmomeI✓W WesrtnMO.•DC Pa+kmobbA PM WASH DC Figure—ParkMobile 360 Recent Performance Dashboard ©2023 ParkMehde,LLC.All rights reserved. Page 42 of 55 0 ParkMobile MAM B E AC H (360 ;�I Operational Reporting N+.,0r+ — My Profits S.out .? IIcOu swan a. M lA MNw00 P0'10.6 _ — ._ ... __ Matto, . .#. ..iiil 111111111 i■n ji..■ U. A Owatklna2 Historical Performance Recent Performance Transaction Stats Zane Dstall O Fnanco 0 Account um Ger.Now.• _.... Ao... Zone Detail —Iw . 1 Manage uSNa Toe 10 Zones to TrarnalUatt Bono,10 Zama by Transactions 2..MPral,_ a.Inws4M.1n ns0...,an new ar..laeaR 1...n.ee tons.r aro.w.. w1N St Auer Log pm,mu..r0 6 M' SemCle2... orb, Ms wrR.. 1BA ra+.6. 4.,.y IN r. ■ Am.. ■ 11. ORO I• I. +*.� are ® __ NO . wx n.m. ■ 17A arts,. 3 1a Figure—PM360 Operational Reporting to Show Transactions by Zone �36O 0 Financial Reporting Need HAP ® *Picea p MonOut ^n Home - Transaction Approved Parking Info • TOOLS - Account Cott Galena Parkway a ig, Manage Policies Payment Date Range. is in the past a complete days 7 100 REPORTING Transaction Approved Parking Info Ile no, "y Operational i SW.. aara. by Awl ts PAM, 142na11 booms o Financial rw . ire Iaara areer Ion!halt MbabTa wn.wer m6.. F1ao r..a MOM as Ai] 012110 GA AT0521,aaae A21 aa,Tt,2,aa5 70310321 tr OSaT Na DO 0000 sl lP waYl Partway 7 Multi-Channel all • 6."w 2 207104,5%21'2 202104150.112 101IK15 DIM 1a•M 001000 5220 wale w,l • fie V I 202,02150032A 3021 0415 06 4003 10r10.13003500 AM 000700 31Ot w.1• earkAav AOMIN Cobb aka Paa 201.0415 a323,2021Y415 Nob 11 20210415 WTI 31 ale 000440 5206 0051 611e W6061 Grz Audit Log 102101 -Sl 00.233000 202,01-25013000 2021 -350,31 St AM 0200 SD'.oer0.. t„ a? fen al20230,-23111221 2W,0,-s nano,202101.2511-12a a41 11V 0a S500 left beS3 160 iM 203.1 35 2146 13 2021 01 261140,2 1021011521A1SPM 000000 5300 VISA P MmMee sa32 20210,2501414 oataros 2000E 202,01.2571 aeabaft/ ,011.E S2CO NSA 300 tan be 2011,31 2531 5416 2031012.1 9316 2021.-35316S 11 w NSA 00.0000 S100 360 Ten e .. em 3Me 607 MI0126162052 202,O1�.2.W00 2031012062 10 A PM 063.03 310 Al NSA VWPtius�a 207101.201121102 20220176 1.3 03 Haim 2617 MOM 001500 5025 3352 abb a to b Looker Figure— PM360 Transactions Approved Report ©2023 ParkMobile,LLC.All rights reserved. Page 43 of 55 ParkMobile MI AMI BEACH (j360 0 Financial Reporting mr«,ue< — My Pro. S.Om R Room Payment Methods Report rota M:Co,nr uftn na..,w•.mr. 6 Manger Locations R Magp IN,mwe Payment Metnoos Report fore a e«n. ,.r.,.. .re,roe ro i 3,r...:9 '.9 V 9 s, 4 t Opertak W • e.r.y s.rp r a.r.r r ti lew par • fkY wfte.srnn .nw inn r.m min inn wino fYr ,,,ftw y,u2 a rm mft left NM W. pm M,cbCa,. lea err r as um er pn ww .. .1 Manage II, pr`rra war r•.ft sin sin w.,r rr ••.Y1 1 .n r t Mgt Log toot r am }ale sin sac Mee ale. ��o,ns . win win min min en. min r sins ,,.., 'snvv r ae am ftm psi wmft ore 15.1.44 P. ne..ft 61m. Figure—PM360 Payment Methods Report Value Added Service: Parking Data as a Service (PDaaS) ParkMobile, and our parent company EasyPark, has unparalleled experience in optimizing the parking ecosystem. Our parking experts have developed a suite of offerings, Parking Data as a Service (PDaaS), that assist cities in balancing parking supply and demand not by adding additional parking spots or reducing the number of cars, but with the digitization of the municipal parking ecosystem. We have delivered PDaaS in over 40 cities across Europe and have begun rolling out the service in the US in cities like Chattanooga, TN. u _—. ,lea.. p.:.... 41 El we _ . An M osei .Nrk_ . n : "l rra.i ye .I rf °�!lll 9► I =� r: • ARC k . i I V. How cities can benefit from Parking Data: • Inclusivity: Inclusive city planning ensures drivers with disabilities and elderly citizens to have the parking options needed to stay mobile and participate in public life. ©2023 ParkMohlle,LLC.All rights reserved. Page 44 of 55 © ParkMobile M I AM I BEACH • Reduced Traffic Congestion: Effective pricing management of parking areas is proven to reduce traffic, improve parking search time, and a more effective use of public spaces. • Support Local Business: Cities can optimize commercial areas and support local business by matching the requirement of short-term parking, curbside rotation and other schemes. • Improved City Planning: The digital overview of parking spaces helps cities plan enforcement and zone expansions to improve the city's quality of life and being able to constantly measure progress. Parking Data as a Service (PDaaS) PDaaS is a set of data-based offerings to help cities optimize the parking ecosystem consisting of 5 key components: 1. Parking Inventory: Determine types and number parking spaces are in each zone. Inspect different street segments and know what restrictions apply. 2. Parking Occupancy: Discover streets and areas that are most contested, parking search time and the probability of finding an available space at any given time. ii*.\\ Occupancy (available parking \ 1. spots) Several • - om•-"- harm • Few None 3. Parking Availability: Help drivers make an informed decision on where to park by providing prediction of parking difficulty of the intended destination 4. The Parking Hub: Collect and visualize all transaction data in a structured and common way. 5. Consultation: We assist our clients to discern parking data to create short-, mid-, and long-term action recommendations to help optimize the parking ecosystem. The Cost of Visibility into the Curb While there is a cost to gaining visibility into the curb, the cost of making policy decisions on hunches far outweighs the cost of data collection. It's difficult to make equitable changes to things like pricing or hourly limits without real-time visibility into peak demand, traffic flow, or turnover. Without parking data, there is no way to accurately identify high-demand areas and visualize parking inventory and, more importantly, see how it's changing over time. With ParkMobile's PDaaS solution, you do not have to make reactive policy decisions based on general observations and hunches. ©2023 ParkMobile,LLC.All rights reserved. Page 45 of 55 Q ParkMobile M I A M I BEACH 3.5.7 How is the Mobile Parking user fee assessed?Per transaction: monthly: etc. Please explain. ParkMobile deploys our mobile parking payment system free of charge to our clients and charges our users a small fee per transaction. ParkMobile users receive notice of all mobile parking fees (including transaction fee(s)) during the checkout process, including as they are prompted to confirm and start their session. Transaction fees are listed separately. 3.5.8 Will you provide Miami Beach Residents a discount on your pay-by-phone user fees (per transaction or monthly)?Please explain. ParkMobile supports the ability to provide Miami Beach residents a discount on their parking fees and this capability is live in the ParkMobile system for Miami Beach today. Currently, Miami Beach residents get a discount on their parking fee and are not charged a ParkMobile user transaction fee. 3.5.9 Will you provide Miami Beach Residents Mobile Parking service at no charge?Please explain. ParkMobile will continue to provide our service free of any user transaction fees for Miami Beach Residents. 3.6.0 Do you host and update your system? ParkMobile applications and services are 100% hosted in Amazon Web Services (AWS) in US regions. 3.6.1 Is your software Microsoft SQL?Please provide the version of the software. Yes, ParkMobile utilizes Microsoft SQL Server 2017 Version 14. 3.6.2 Is your software web-based? ParkMobile's Mobile Parking Payment System is both app-based and web-based. 3.6.3 Is your software compatible with the Skidata gated revenue control system for payment at garages (Off-Street only). ParkMobile is integrated with SKIDATA in Miami Beach today and we are additionally integrated in Walnut Creek as well as in private parking operations in Seattle, Washington DC, and Florida. ParkMobile seamlessly integrates with gated parking equipment, making it easy for consumers to use the app to pay for parking, lift the gate, and exit the garage/lot. 1. Gated Mobile Payments -Ticket Takeover Today, paying for garage or gated parking typically requires a customer to print and insert a ticket into a free-standing kiosk located somewhere near or in the garage. Or a customer can insert the ticket into an access control system attached to the exit gate. Either of these options often leads to a customer waiting in line to pay. The Ticket Takeover solution eases the customer's experience by allowing the customer to pay for their garage parking session right in the ParkMobile app. The ParkMobile user simply scans their printed ticket in the app, enabling ParkMobile to automatically charge the user when they scan their ticket at the gate to exit. Ticket Takeover is not designed to replace physical payment devices, but rather to supplement them as an additional payment method. ©2023 ParkMobile,LLC.All rights reserved. Page 46 of 55 © ParkMobile MAM I BEACH i 2 3 4 The driver enters the facility Once parked,the driver The driver then scans the To exit,they insert the ticket and pulls a ticket from the enters the zone number from barcode from the pulled into the machine,prompting machine. nearby signage into the app. ticket in the ParkMobile app. the app to process payment OriNEW♦ and the gate to lift. ■ ® 1 EP it it ► ► �j:... 'IIIIIIII'I llIl3%,4llp i" .11 0...EMS Figure—SKIDATA Mobile Payment Ticket Takeover User Flow 2. Gated Reservations If the City would like to implement reservations, ParkMobile also offers integration with SKIDATA's PARCS equipment to manage facility access for reservations. With this functionality, the customer will make a reservation in the ParkMobile app and scan the QR code associated with their reservation at the entry and exit machine. 1 2 The driver enters the facility and To exit, they scan their parking scans their parking reservation at reservation at the exit machine, , 4, ,....if the entry machine. prompting the gate to lift. i I tAll O Figure—ParkMobile raises SKIDATA gates for reservations ©2023 ParkMobile,LLC.All rights reserved. Page 47 of 55 Q ParkMobile MAM I BEACH What Sets ParkMobile Apart ParkMobile has been a proud partner of the City since 2014 and we are excited about what the future holds for parking and mobility in Miami Beach. Together, ParkMobile and Miami Beach can continue to provide its residents and visitors with the most equitable and innovative parking program in the industry. Over the past 9 years of partnership, ParkMobile has worked with Miami Beach to develop a number of innovative programs and features that only ParkMobile can continue to offer on day one as a result of this procurement process: • Residential Discount Program: ParkMobile provides residential discounts to Miami Beach residents that includes a discounted parking fee and waived ParkMobile transaction fees. This program has inspired ParkMobile clients and prospective clients across the country to deploy similar programs. • SKIDATA Gated Equipment Integration: ParkMobile is the only vendor in the industry that currently provides gated integrations, including our integration with SKIDATA in Miami Beach's garages. Miami Beach residents are also able to receive their residential discount in City garages via ParkMobile's integration with SKIDATA. • Multilingual Support: As proof of our commitment to the City's customers, ParkMobile continues to emphasize the importance of equity and access, and the ParkMobile app is available in Spanish. Additionally, ParkMobile's web interface supports hundreds of languages, enabling the City's visitors a seamless experience catered to their linguistic needs. • Better Customer Awareness of Accepted Payment Methods: Payment options are presented in multiple locations throughout the ParkMobile app, including in application payment settings and payment types shown on the duration selection screen. • Frictionless Customer Registration Options: ParkMobile users can now register using their Apple or Google account and information already stored in their Apple or Google profile. Alternatively, users can use the ParkMobile Web Experience to checkout as a guest, eliminating the requirement to download an app or create an account. • ParkMobile Status Page: The City's staff is able to view and verify that all ParkMobile systems are operational by visiting status.parkmobile.io. • Accessibility Upgrades: ParkMobile focuses on making our solution accessible for all users. To us, accessibility means creating a product that equally accommodates all users in its design. In other words, all users have an equivalent user experience, regardless of disability or other considerations. o In the last several years, we have partnered with Deque (deque.com), an industry-leading software accessibility consultant to audit our consumer experiences. Based on the outcome of that audit, we have made improvements to our web and native consumer applications in compliance with Section 508 accessibility requirements as we work toward WCAG 2.1 AA compliance. These include ensuring app colors are accessible for color-blind users and an audio screen reader for visually impaired users. More detail about our current compliance status and our accessibility processes can be found in our Accessibility Statement. We can also provide Voluntary Product Accessibility Templates (VPATs)for our consumer experiences on request. With the momentum of our current system already in place for Miami Beach, we are confident that we are best positioned to help the City continue to provide a user-friendly, functionally robust mobile parking payment system to its motorists. ©2023 ParkMobile,LLC.All rights reserved. Page 48 of 55 (0 ParkMobile Bid 2023-051 -WG for Mobile Parking Payment System City of Miami Beach, FL April 5, 2023 t • f: :::: • X. ', V.•.•.•.• .. .♦•.:. �:..} •�: ::tiff; :•.....:::::::::•:•:::::.; sN,4. ::: .,?;.........,j.b,:-.....:::•....:-.:.,. •:••••:-:•: •. . ' f:::'•..7::,p'....••':':"::if'r. **C:%.'":60::::: ::*.k:•:•:•:•.: %).... ••••• ::::::•::•'",; 11. ' . • .•:•: 'N,,`...;•.:*:-:".:•,, :•••re 4,:::.•2va.;. •:•:•.•%:•:•••Nir.•.-..,:.x.•••-,k.: 4. :;.%.•.... ;):7;:::..1:0:...•..*›::*:... :. ;..."..,••.4,•.),., k•.‘ ::.:• \tip .,'♦. .�♦♦ ti., y�� .{.:•-•.,'.i..:..,::'::....'. • �.•.� J •'%\�•..:::: } •: ti. ,.♦:Y: :: ! 1XQ,.•.:•.!.•".,.:.:••.%•.e..%....:..: .•♦♦"..'' ','.•'•.. ••.1{t•: :V1ti.c.. ••... • `{ :••_- �i\ •ti•:_•. •�'},•ti::1-•7f .�'.\ .. :•kZ 0 cpC. • 1 • jf i Y.• •}:. :Y.•.•. • ::•. ::1.. • {`• ParkMobile Contact • '• 'ti ♦ ♦ r':� •:j Name: Brooke Krieger :•:• •ti:: •� � • �• .`1 1 Title: Regional Sales Director .%: : :� ''-.. O _ ••••••• Email: ::ti::.•.,�,•. •• Phone: (850)321-2074 ;: �::: .}y "� ::::k:: {;tiff;: • .;ti•.;.} �_}, 04 ' �1R1'l •V t•''•;•h•`• "•:•S f.:rti:•l 1.•.: _1•�' {�':•,•.•:.':::N���{��1N1r CO • k::tir.� •, .$•ti: ::v :{::itim: :.7.:6% st h i • vow. '�:ti�5v ti'• :} "ti •:1•. ti•:::. •`:r•.♦ x _'ti}::•• ,;.Xrht' •Yr �` © ParkMobile M I A M I BEACH Tab 4 - Approach and Methodology Submit detailed information addressing how the proposed solution will achieve each portion of the scope of services and technical requirements outlined in Appendix A, Scope of Work and Specifications including but not limited to project planning and implementation (4.1), training (4.2), and maintenance/support information (4.3): 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. As the current mobile payments provider for the City of Miami Beach, there will be very little to no implementation necessary to continue our service. The main deliverables in the continued use of our service will be in determining if the City would like to expand its service to include reservations and deploying new marketing strategies to promote the continued adoption of the system. Since the City recently refreshed its ParkMobile signage citywide, there will be no need to forego an extensive signage and decal refresh to continue to use ParkMobile in Miami Beach. We are also already integrated with the City's other current providers, including its custom parking enforcement app, so initial integration work will not be necessary. Should the City decide to implement new or additional providers at any time, we will use the same open API infrastructure to integrate with the new providers. ParkMobile is a true platform that allows for the management and support of many parking technologies. Our integration ecosystem includes 100+ technologies across nine different categories, and our developer portal provides our partners with easy and clear documentation to enable interaction with our API. We establish new integrations using our developer portal, which ensures each integration that we establish is seamless and successful. Our existing 100+ industry integrations demonstrates that we will be able to integrate with any technology providers the City contracts with now or in the future. Through a seamless integration process, our developer portal allows our clients to easily scale their operations with the technologies of their choice. Since ParkMobile is the incumbent mobile parking payment services provider, the City will not be required to go through an extensive transition process to continue service. Transitions from one provider to another come with lengthy operational burdens for the client as the new vendor has to learn about the complexities of the program, build relationships with staff, and conduct thorough and extensive training while client staff will have to devote the necessary time and resources to deploy a new mobile payment system. Transition plans typically take many months, especially with programs as complex and large as the City's. By choosing to continue the partnership with ParkMobile, the City will benefit from continuing to work with a team of experts that are well-versed in the program's complexity and ensure hundreds of thousands of City residents and visitors can continue to enjoy the reliable, intuitive, seamless experience present today. 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. ©2023 ParkMobile,LLC.All rights reserved. Page 49 of 55 Q ParkMobile MAM I BEACH If the City would like to deploy additional ParkMobile zones or reservations at the Miami Beach Convention Center or elsewhere, ParkMobile will use the same proven implementation approach that we have used in thousands of deployments across the US, including previously for Miami Beach. ParkMobile's experience and expertise deploying a mobile payment program is second to none. Because we are keenly aware that a successful deployment leads to a quicker adoption of the program, ParkMobile has a department exclusively dedicated to implementations lead by our most seasoned employees. ParkMobile's expected timeline for deploying our system is typically 60 days from contract execution, however, for Miami Beach to deploy any additional zones or add reservations, we expect a shorter turnaround. This includes gathering the rate and policy information; creating, approving, and producing signage; configuring and testing your operation and integrations; and creating and launching marketing campaigns. ParkMobile's Implementation plan consists of a three-stage approach: Planning, Deployment and Adoption. Planning Phase Deployment Phase Adoption Phase 45 Days Out 30 Days Out Day 1 30-60 Days 60+Days • Kickoff Meeting • Decals 8 Swage • Decal&Signage • Weekly update cats • Monthly on-see meetings • Zone and Rate(ZAR) production Installation • Share analytics on • Semi-annual stakeholder Meter Inventory • Zone and Rate • Release Mobile App downloads,transactions, meeting onsite • App designConfiguration and Test • Push Zones&GPS Live and utilization rn • Enforcement Handheld • 30-day post-launch OTest&Training assessment • Payment Processing Test 0 o • Build Up IMMIk Launch Post-Launch Engagement m > • Decals&Signage design Custom Collateral- • Ribbon Cutting with Mayor Local Events • Email Marketing •• • Marketing planning Flyers&Wallet Cards &City Officials •• Social Media Engagement Push Notifications/In-App N • Press Releases-first • Social Media • Joint Press Release SEO Messaging •announcements • Local stakeholder • Promotions/Discounts Social Media Support Offers&Promotions • CD• • 'Coming Soon'Social meetings • Social Media Activation • Anniversary Campaigns- O Media Posts • App Store Optimization • Content&Slogging • Email Marketing Promotions/Discounts d • Influencer outreach Push Notifications/In- • Lapsed User Promotions I • Local media outreach- Messaging Radio 8 TV Interviews/ App • Contextual Alerts-Weather I d Talk Shows • User Testimonials events.road closures Figure— Typical Project Launch Plan (Full System Deployment) 1. Planning Phase ParkMobile will work with the City during the planning phase to set up an initial "kickoff call" with the project team within 10 days of contract close. The sales team will introduce the City to the implementations team. They will discuss items such as the desired additional zones and/or rate structures, or lots where reservations will be accepted. We will need to know location name, addresses, space count, equipment onsite, parking rates, hours, no parking times, etc. This will enable us to build out each zone in our system. ParkMobile Zone and Rate (ZAR) Structure Workplan The main deliverable for deployment is the zone and rate structure (ZAR) and this document is an overview of all the inventory and assets where ParkMobile will be offered with the client. It is initially an Excel document that includes specifics about meter assets. Information like, the location, street and block, the lot name and address, type of meter equipment, single space meter or multi space meter, meter/space count, or maybe there aren't any meters and ParkMobile is going to be the only payment ©2023 ParkMobtle,LLC.All rights reserved. Page 50 of 55 Q ParkMobile MIAMI B E AC H method available. We also include all the rates/rules and parking policies/regulations in the ZAR spreadsheet, and we work very closely with the client to make sure we have everything we need to properly configure the system. We then communicate the finalized ZAR details to our support team, and they use the ZAR to build out the client's ParkMobile360 policies, zones and supplier account. Merchant Account Setup ParkMobile is the leading provider in parking payment solutions, processing over 10 million transactions every month. In fact, we process more transactions under$10 than any other company in the U.S. Integrations Testing and validation of required integrations is also important before the system is live. ParkMobile is integrated with over 100 different systems available in the parking industry and have an open API that is easily able to integrate to, in the event a new integration need arises. On the kickoff call we will gain an understanding of any new integration needs and be able to proceed with standard programming immediately. 2. Deployment Phase The next phase is the Deployment phase where the implementations team will produce signage and decals and finalize new zone configuration in our system. We will also test transactions to ensure merchant accounts are set up properly and the customer payment process is operating as expected. User Acceptance Testing ParkMobile's extensive user acceptance testing process is performed before the app is released to production, throughout the implementation and training process, to ensure that everything is functioning correctly prior to the service being made available for use. In addition, we like to revisit the testing process after the initial 30 days to check in and ensure that everything is functioning to the client's satisfaction. ParkMobile's testing procedures, both before go-live and after the initial 30 days, will include: • Test transactions will be performed for different zones throughout the city to confirm parking policies are accurate, charging the correct amount and reflecting the appropriate max duration. • Test transactions will be performed on varying days and times to ensure that days and times of the client's parking rates and policies are accurately reflected in the system. ParkMobile will ensure that all of the above listed required scenarios are covered during testing. • Tests with merchant accounts will be performed to ensure payment methods on file are being charged appropriately. Multiple payment methods will be tested for accuracy (i.e., VISA, Mastercard, Discover, AMEX, etc.). • Tests will be performed with all integration partners, such as the client's meter and enforcement solutions. Test transactions will be initiated in the ParkMobile system, and we will coordinate directly with the enforcement provider (or any other selected vendor partner) to confirm that the transactions started in ParkMobile populate and reflect in the enforcement systems, ensuring that drivers who pay through the ParkMobile application will not receive erroneous citations. 3. Adoption Phase Post system deployment, ParkMobile will set weekly and monthly calls as needed with the City's project team to discuss any improvements that can be made (signage, communications, zone configuration, etc) to enhance the mobile parking system. ParkMobile's Account Manager will work with the City to ensure the new zones or reservations program are seeing the same success as other pre-existing zones in the City. ©2023 ParkMobile,LLC.All rights reserved. Page 51 of 55 Q ParkMobile M I AM I BEACH 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'):. Since the City is already using the ParkMobile system, extensive training will likely not be necessary, however, ParkMobile's team is prepared to provide thorough and ongoing training to ensure Miami Beach staff is comfortable using all of ParkMobile's systems. The training plan provided below is what is typically conducted with a new deployment and will be adjusted according to how much refresher training the City would like under the new contract. Training for staff is role-based to ensure that City staff will be comfortable using ParkMobile's systems to perform the appropriate tasks based on their role. Since ParkMobile is already deployed in the City, staff may not require extensive training, however, example training sessions include: • Admin Users (Reporting and Policies in ParkMobile 360) c Update rates and policies in real-time c Run, customize, export, and schedule recurring operational and financial reports Create and manage user login credentials • Read-only users (Reporting and Policies in ParkMobile 360) • Full access to viewing operational and financial reports, but no ability to make changes • Enforcement-oriented users o Verify parking credentials in real-time in the field, either in conjunction with integrated enforcement systems or using ParkMobile nForce as a standalone enforcement solution • Read-only users (Customer Transaction Lookup in Judicial Portal) o Quickly look up vehicle plate numbers to verify all associated parking history o The simple interface is ideal for reception or office staff who handle customer inquiries about reviewing and waiving violations Because there is no physical hardware involved, we find that web-based training is most effective because it allows for training to be delivered via more frequent sessions over the course of several weeks, rather than a smaller number of longer, in-person sessions. These sessions can be recorded and shared with staff who could not attend due to scheduling or seating constraints. Through training, ParkMobile aims to educate City personnel on the process flows of our system and how they impact services, particularly on your existing enforcement devices in conjunction with your existing operations. 4.2.2 Describe all training manuals and formats available. Describe other methods or training available to City users. In addition to live training sessions conducted by ParkMobile staff, the City also has access to the ParkMobile Zone Parking Hub which contains all the information about ParkMobile. This includes logos and brand guidelines, training videos and help guides, and more. We have included sample screenshots of the training documentation and videos contained in the ParkMobile Zone Parking Hub. ©2023 ParkMobile,LLC_All rights reserved. Page 52 of 55 Q ParkMobile MIAM I B E AC H 1.Welcome to ParkMobile36O 2.How to Build a Flat Fixed Rate Parktilpbile 360 Prkikipbile 4614 Welcome to ParkMobile 360 How to Build a Flat Fixed Rate ► �� .2:44 0 0 .. 0. 0-- .3:49 * * .. 3.How to Build an Hourly Rate 4.How to Build a Tiered Rate ©e Park', bile How to Build an Hourly Rate How to Build a Tiered Rate ► e— -5:27 4) 0 .. ► e— 454 NI) t ., Figure- Sample ParkMobile Training Videos nForce Training Guide Park Mobile 360 Policy Management User Guide ParkMobile 360 Reporting User Guide ;:ParkMobile _ ParkMobile nForce � User Guide Policy Management Solutions Reporting and Analytics for Your for Your Parking Operation Parking Operation . .. Judicial Portal Training Guide .dl . • ParkMobile 11 1Y _ ParkMobile Judicial Portal .‘, User Guide ae Figure- ParkMobile Sample Training Documentation ©2023 ParkMobile,LLC.All rights reserved. Page 53 of 55 Q ParkMobile M I AM I BEACH 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. ParkMobile fully supports and maintains our system at not cost to our clients. We regularly release minor software updates to ensure our system is running smoothly. Users are not typically impacted by updates as updates are conducted via the App Store (iOS) or Play Store (Android) and typically complete in less than a minute (depending on the user's mobile or internet connection). Depending on the user's device settings, some users' apps may be updated automatically. ParkMobile recommends that users keep their app up to date and will notify users who have not completed the latest update to ensure they are receiving new user convenience features and their app's security is up to date. 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). ParkMobile offers you and your parking customers a Customer Care Center based in our corporate headquarters in Atlanta, GA. We utilize the leading cloud-based client service software, Zendesk, to handle client inquiries. The City can contact our Client Support Team 24/7 for any support needs or requests. ParkMobile has also recently invested in the expansion of our Client Services Team in order to help manage major parking programs such as Miami Beach's program. A few examples of our recent Client Services investments include: • Hiring new managers dedicated to specific client needs (i.e. training) • Expanded team by hiring multiple new staff members • SLA Tracking—ensuring full resolution by tracking client satisfaction after the close of each ticket • Created a new knowledge base for team training and learning These are just a sample of the recent changes we have made to make our Client Services Team an even bigger part of our client's success. ParkMobile will continue to serve as an active partner in the City's parking program to ensure Miami Beach's program is consistently evaluated for enhancements to continually provide the most robust, user-friendly mobile parking solution in the industry. Through regular touchpoints with Account Management, we keep our clients up to date on new/future enhancements and upgrades being made to our platforms. We're also interested in collecting feedback on features or functionality that could be added to our Product Team's roadmap for future releases. John Blanton, the City's Account Manager strives to learn what challenges the City faces and brainstorms on possible solutions to ensure the continued success of the program. Continuous communication also helps identify pain points within the parking operation and if there are ways ParkMobile could assist. Your Account Manager will continue to utilize the regularly scheduled bi-weekly meetings to discuss what we've learned from other clients and how we could help. 4.3.3 Describe software and services warranty coverage. Provide any available Service Level Agreement(s) ("SLA") for the City's consideration. ParkMobile does not provide any software or services warranty, however, we support our system free of cost to our clients for the life of the contract. ©2023 ParkMobile,LLC.All rights reserved. Page 54 of 55 Q ParkMobile M I A M I B E AC H In addition to the provisions in Section 6. Intellectual Property Ownership of our attached sample Service Agreement, ParkMobile would request the following considerations added to the City's Terms and Conditions: • Section 17 Indemnification — ParkMobile would appreciate mutual indemnification or no indemnification obligations. If not, ParkMobile's indemnification obligation should be limited to when ParkMobile has engaged in grossly negligent behavior, intentional misconduct, or breached the agreement. • Section 19 (e) — ParkMobile would require notice of intent to audit the records and authority as to the method of the audit. We would also request that the City bears the cost of any audit. We have attached a copy of our sample Service Agreement after this page. ©2023 ParkMobile,LLC.All rights reserved. Page 55 of 55 ©e ParkMobile ParkMobile Service Agreement This ParkMobile Service Agreement ("Agreement") is made by and between Parkmobile, LLC, a Delaware limited liability company,with offices at 1100 Spring St. NW, Ste 200, Atlanta, GA 30309 ("ParkMobile")and _ , a [state of formation] [entity type], with offices at [address] ("Client"). This Agreement will become effective as of the last signature date below (the "Effective Date"). In consideration of the mutual covenants and agreements set forth in this Agreement, the parties agree as follows: PARTY CONTACTS Client ParkMobile Legal Name: Legal Name: Parkmobile, LLC Contact: Sales Rep: Email: Email: A miNik Phone: Phone: 4\-/a\C I Address: Addr s: /I/ bile, LC 110k ring St. NN Suit; P00 .- ta, G' • • • (<1/ For lega : 4q/� with a c6py4o blsi grt a t above address and ParkMto to legalile' nLe oticesalDepa oarkmobimentle.io.the Services ParkMobile will provide Client with the Services related to the following types of parking trans Is: On-Demand, Reservations Initial Term 3 yea beginning e Effective Date Renewal This Agreement will utomatically renew for additional successive one (1)year terms unless earlier terminated pursuant to this Agreement's express provisions or either party provides written notice of non-renewal at least sixty (60)days before the end of the then-current term ea a"R newel Term" and, collectively, together with the Initial Term, the "Term"). Termination • party may terminate this Agreement effective immediately on written notice to the other a , if the breaching party materially breaches this Agreement, and such breach: (i) is ifrcapable of cure; or(ii) being capable of cure. remains uncured thirty (30)days after the non- breaching party provides the breaching party with written notice of such breach. Merchant of Record The parties designate ParkMobile as the merchant of record. Client agrees to pay ParkMobile $0.20 + 3% of the total transaction amount per transaction for this service. ParkMobile will remit any amounts due Client in arrears to Client on the 15th of the following month. Parking Locations The Services will be provided to Client in the following locations/geographical territory: All Client locations PSA-rr Page 1 of 11 rev 10!JO ® ParkMobile ParkMobile Service Agreement Signage Client will receive one free welcome kit that includes the aluminum signs and/or decal stickers necessary to complete implementation (installation not included). All signage included in the welcome kit is designed using ParkMobile's standard signage templates. Custom signage may be made available to Client for purchase at ParkMobile's current signage rates. Any requested changes to ParkMobile's standard signage templates will be treated as custom signage. Additional and/or replacement signage may be purchased by Client at ParkMobile's then- current signage rates. Installation and maintenance of all signage is Client's sole responsibility. Governing Law State of Georgia Schedules This Agreement incorporates the following Schedules: Schedule 1: Client General Terms and Conditions; Schedule 2: Services; Schedule 3: Client Electronic Funds Authorization Form IMPLEMENTATION FEES Description Units Rate Price Implementation Fee 0 $ Custom Development 0 ,. $ `` : plemen -o ees: $ ADDITION♦ '. FEr S Call Center&Customer Support WAIVED Client Support&Maintenance0 WAIVED Hosting WAIVED Enforcement Portal 411°(1(1/ WAIVED Reporting Portal 4qWAIVED Marketing &Advertising WAIVED On-Demand User Fee per transaction Reservation User Fee of parking fee "No Charge" Reservation Service per no-charge reservation elk The parties have executed t is Agreement as of the Effective Date. �,// PARKMOBILE, LLC By: By: Name: Name: Title: Title: Date: Date: PSA-Lr Page 2 of 11 rev 10/20 ParkMobile ParkMobile Service Agreement SCHEDULE 1: CLIENT GENERAL TERMS &CONDITIONS 1. SERVICES Client's internal business purposes in connection with its 1.1 General. During the term, ParkMobile will provide the use of the Services. Services to Client in accordance with the terms and 2.3 Use Restrictions. Client will not, directly or indirectly, and conditions of this Agreement. will not permit any third party to, access or use the Platform 1.2 Launch Date. The parties will mutually agree upon the except as expressly permitted by this Agreement. For launch date for the Services. purposes of clarity and without limiting the generality of the foregoing, Client shall not, except as this Agreement 1.3 ParkMobile Application. On and after the launch date, expressly permits: (a) copy, modify, or create derivative Client's Parking Locations, along with associated Parking works of the Platform or Documentation,in whole or in part; Information, will be made available to the general public (b) rent. lease, copy, lend, sell, sublicense, assign, through the ParkMobile Application. distribute,publish,transfer,or otherwise make available the Platform or Documentation to any person or entity; (c) 1.4 Parking Management Services. Subject to the license reverse engineer. disassemble,decompile,decode, adapt, granted in Section 2, Client will be provided access to the or otherwise attempt to derive or gain access to any Platform to manage Client's Parking Locations and software component of the Platform,in whole or in part; (d) associated Parking Information. bypass or breach any security device or protection used by 1.5 Parking Locations. The parties agree that ParkMobile the Platform or access or use the Platform other than by an does not own, operate, manage, or maintain any Parking Authorized User through the use of his or her own then valid Location. Client agrees that ParkMobile is not responsible Access Credentials; (e) remove any proprietary notices for the condition or operation of any Parking Location, om the Platform or Documentation; (f)use the Platform or including, but not limited to, the operation of third-party ocumentation in any manner or for any purpose that hardware and/or software-based solutions used by Client at infringes, misappropriates, or otherwise violates any IP the Parking Location or for the delivery and/or fulfillment Righybr other right of any person, or that violates any parking or other services at the Parking Location. appAbable law; (g) upload invalid data, malware, or other software agents through the Platform; or (h) use the 1.6 Publicity of Services. Each party will use commercia F•, Platform for any purpose beyond the scope of the access reasonable efforts to market the Services throughout the granted in this Agreement. Term. All brochures and promotional material to be distributed by Client will be in a form mutually agreed upon Reservation of Rights. Nothing in this Agreement grants by the parties, which will not be unrea btwithheld or any right, title, or interest in or to (including any license delayed. under)any IP Rights in or relating to,the Services,whether expressly, by implication, estoppel, or otherwise. All right, 1.7 Exclusivity. Throughout thetiNE, the p rties agre - title, and interest in and to the Services are and will remain ParkMobile will be the exclusive. provider o el with ParkMobile. payment parking services for Client. 2.5 Changes. ParkMobile reserves the right, in its sole 1.8 PCI DSS. ParkMobile has obtained, an ill to discretion, to make any changes to the Services that it maintain throughout the term. Payme In ustry — deems necessary or useful to: (a) maintain or enhance: (i) Data Security Standard (PCI DSS)certifi n. the quality or delivery of ParkMobile's services to its 1.9 Online Client General Terms &Conditions. The parties customers; (ii) the competitive strength of or market for agree that this Agreement supersedes the Client General ParkMobile's services;or(iii)the Services'cost efficiency or Terms and Conditions publicly available at performance;or(b)to comply with applicable law. https://parkmobile.io/clien terms with respect to the 2.6 Suspension or Termination of Services.Notwithstanding Services provided and Ag ment. anything to the contrary in this Agreement, ParkMobile may 2. ACCESS&USE OF PORM suspend, terminate, or otherwise Client's, any Authorized User's,or any other person's access to or use of all or any 2.1 Provision of Access. Subject to and conditioned on part of the Services, without incurring any resulting Client's and its Authorized Users'compliance with the terms obligation or liability, if: (a)ParkMobile receives a judicial or and conditions of this Agreement, all applicable laws and other governmental demand or order, subpoena, or law regulations, and Client's payment of fees, ParkMobile enforcement request that expressly or by reasonable grants Client a non-exclusive, non-transferable right to implication requires ParkMobile to do so; or(b)ParkMobile access and use the Platform during the Term. Such use is believes, in its good faith and sole discretion, that(i)Client limited to Client's internal use. ParkMobile will provide or any Authorized User has failed to comply with any Client the Access Credentials within a reasonable time material term of this Agreement, or accessed or used the following the Effective Date. Services beyond the scope of the rights granted or for a purpose not authorized under this Agreement; (ii)Client or 2.2 Documentation License. ParkMobile hereby grants to any Authorized User is,has been,or is likely to be using the Client a non-exclusive,non-sublicensable,non-transferable Services for fraudulent, misleading, or unlawful activities; license to use the Documentation during the Term solely for (iii) there is a threat or attack on any of the Services; (iv) PSA.LF Page 3 of 11 rev 10/70 (e ParkMobile ParkMobile Service Agreement Client's or any Authorized User's use of the Services 4.3 End-User Support. ParkMobile will provide customer disrupts or poses a security risk to ParkMobile or to any support for ParkMobile Users 24 hours a day, seven days other client, end user, vendor or partner of ParkMobile; or a week, 365 days a year. There are multiple methods that (v) this Agreement expires or is terminated. This Section ParkMobile Users can access customer support, such as: does not limit any of ParkMobile's other rights or remedies, ParkMobile's online ticketing system, in-app chat feature, whether at law, in equity, or under this Agreement. and toll-free phone number. 3. CLIENT RESPONSIBILITIES 5. CONFIDENTIAL INFORMATION 3.1 Use of Platform Account. Client is responsible and liable 5.1 General. Neither party will disclose the other party's for all uses of the Platform resulting from access provided Confidential Information except to its employees, affiliates, by Client, directly or indirectly,whether such access or use agents, or professional advisors ("Representatives") who is permitted by or in violation of this Agreement.Client must need to know it and who have a legal obligation to keep it notify ParkMobile immediately of any breach of security or confidential. The receiving party will use the disclosing unauthorized use of Client's account. party's Confidential Information only to exercise rights and fulfill obligations under this Agreement. The receiving party 3.2 Parking Information. Client is responsible for setting all will ensure that its Representatives are also subject to the rates, zones, and other required information regarding its same non-disclosure and use obligations. The receiving Parking Locations offered through the ParkMobile party may disclose the other party's Confidential Application and for keeping such information up to date Information when requirwl by law after giving reasonable within the Platform. notice to the disclosin gki, if permitted by law. 3.3 Effect of Client Failure or Delay. ParkMobile is not 5.2 Personal Data. I ritilie party discloses Personal responsible or liable for any delay or failure of performance Data to the other p . , e receiving party will have the right caused in whole or in part by Client's delay in performing, to use the Personal Data only as required and necessary to or failure to perform, any of its obligations under this 's obligations under this Agreement. Agreement. 4. SERVICE AND SUPPORT ((c/6. INT LEC ROPERTY OWNERSHIP 4.1 Scheduled Maintenance. ParkMobile will 6.1 lent Da . Client Data remains the sole and exclusive commercially reasonable efforts to schedule downtime r perty of Client. Client grants ParkMobile a perpetual, routine maintenance of the Services between the hours of vocable. royalty-free license to use Client Data in 12:00 a.m. and 4:00 a.m., Eastern Time; however, co nection with the Services. ParkMobile may modify this window from time-to-time by providing Client with advance notice. If ParkMobile Client Brand Features. Client grants to ParkMobile a anticipates that it will need to perform maintenance nonexclusive, nonsublicensable, nontransferable, royalty activities that are likely to be disruptive to the use of the free license during the term to display Client's Brand Services outside of the scheduled maintenance window. -law Features in connection with providing and/or marketing the ParkMobile will use commercially reasonable efforts to give Services. ParkMobile will not make any use of Client's Client at least 24 hours prior notice. Notwith andin the Brand Features in a manner that dilutes,tarnishes or blurs foregoing, ParkMobile reserves the righny the value of such Brand Features. required emergency maintenance wol i the scheduled maintenance window. To the tent racticable, 6.3 ParkMobile IP. Client acknowledges that. as between ParkMobile will use commerciall reasonable efforts to Client and ParkMobile, ParkMobile owns all right,title, and notify Client before comrtg any emergency interest, including all IP Rights. in and to the Services, maintenance outside of the sc eduled maintenance including but not limited to the ParkMobile Application and window and will use commercial reasonable efforts to limit the Platform. or avoid impact to use of the Se s. 6.4 ParkMobile Brand Features. ParkMobile grants to Client 4.2 Client Support. ParkMobile< ill use commercially a nonexclusive, nonsublicensable, nontransferable, royalty reasonable efforts to assist Client with any technical free license during the term to display ParkMobile's Brand support that Client may reasonably require in using the Features in connection with the Services, subject to Services. ParkMobile will provide technical support for rate ParkMobile's Brand Guidelines available at and configuration changes to Client Monday — Friday https://parkmobile.io/company/parkmobile media (excluding holidays) between the hours of 8:00 a.m. and assets/logos/.Client will not make any use of ParkMobile's 6:00 p.m. (ET). For issues relating to On-Demand Parking Brand Features in a manner that dilutes, tarnishes or blurs Services, Client may submit a support request via email to the value of such Brand Features. support(a�parkmobile.io. For issues relating to Reservation 6.5 ParkMobile User Data. ParkMobile User Data remains the Parking Services, Client may submit a support request via sole and exclusive property of ParkMobile. ParkMobile may email to prs(a,parkmobile.io. ParkMobile will provide Client sublicense certain ParkMobile User Data to Client upon with emergency technical support 24 hours a day, seven Client's execution of ParkMobile's Data Protection days a week, 365 days a year. In the event of an Agreement. Client will not, directly or indirectly: (i) sell or emergency involving technical and/or system availability resell ParkMobile User Data in any capacity or form; (ii) issues, Client may contact the on-call engineer via email to create any derivative work using ParkMobile User Data; or applicationsupport(a)parkmobile.io. (iii) use ParkMobile User Data for purposes other than PSA-LF Page 4 of 11 rev Iona © ParkMobile ParkMobile Service Agreement those specifically allowed in this Agreement. 8.1 Mutual. Each party represents, warrants and covenants to Notwithstanding the foregoing, the parties acknowledge the other party that: (a)it is duly organized, validly existing, and agree that ParkMobile will not sublicense or provide and in good standing as a corporation or other legal entity any PCI Data to Client. under the laws of the jurisdiction of its incorporation or other 6.6 Resultant Data. Resultant Data remains the sole and organization; (b)it has the full right, power,and authority to enter into and perform its obligations and grant the rights, exclusive property of ParkMobile. ParkMobile grants Client a revocable, royalty-free, non-exclusive, non-assignable, reqliceuired, consents, and ra this it grants; (c)or is non-transferable license to applicable Resultant Data for required to grant under this Agreement;e Agreement sthe the duration of the term only for Client's internal use in representative that is executing this has been connection with the Services. duly authorized by all necessary corporate or organizational action of such party; and (d)when executed and delivered 6.7 Reservation of Rights. ParkMobile reserves all rights not by both parties, this Agreement will constitute the legal, expressly granted to Client in this Agreement. Except for valid, and binding obligation of such party, enforceable the limited rights and licenses expressly granted under this against such party in accordance witAaterms. Agreement, nothing in this Agreement grants, by 8.2 ParkMobile. ParkMobile representsiarrants, and implication, waiver, estoppel, or otherwise,to Client or any covenants to Client that ParkMobile will perform the third party any IP Rights or other right,title,or interest in or Services using personnel of required skill, experience, and to the ParkMobile Application and/or the Platform. qualifications and in a professional and workmanlike 7. FEES AND PAYMENT manner in accordance with generally recognized industry standards for similar services and will devote adequate 7.1 Fees. Client shall pay ParkMobile the fees set forth in the resources to meet' obligations under this Agreement. Agreement that incorporates these Client General Terms& Conditions("Fees")in accordance with this Section 7. 8.3 Disclaimers. V EPT FOR THE EXPRESS WARRANTIES SIET FORTH IN SECTION 8.1 AND 7.2 Payment Terms.The parties designate ParkMobile as the SECTION 8.2, ALL SERVICES ARE PROVIDED "AS IS." merchant of record. Client agrees to pay ParkMobile$0.15 PARKMOBILE SPECIFICALLY DISCLAIMS ALL IMPLIED +3%of the total transaction amount per transaction for this WARRANTIES OF MERCHANTABILITY, FITNESS FOR A service. On or before the 15th day of each month. PARTICULAR PURPOSE, TITLE, AND NON- ParkMobile will disburse to Client all parking fees INFRINGEMENT. AND ALL WARRANTIES ARISING ParkMobile received during the preceding month from ' FROM COURSE OF DEALING, USAGE, OR TRADE ParkMobile Users on behalf of Client as a direct result of PRACTICE. WITHOUT LIMITING THE FOREGOING, this Agreement, less any amounts owed to Pa)(Mobile. PARKMOBILE DOES NOT WARRANT THAT THE 7.3 Taxes.All fees and other amounts payle bii lient under SERVICES OR ANY PRODUCTS OR RESULTS OF THE this Agreement are exclusive4%t taxesit, nd similar USE THEREOF WILL BE UNINTERRUPTED OR ERROR- assessments. Without limiting tHh7bregoing, Client is FREE. PARKMOBILE SHALL NOT BE LIABLE FOR responsible for all sales, use, and excise taxes, and any lir DELAYS. INTERRUPTIONS, SERVICE FAILURES, OR other similar taxes,duties,and charges of any kind imposed OTHER PROBLEMS INHERENT IN USE OF THE by any federal, state, or local governmental or regulatory INTERNET AND ELECTRONIC COMMUNICATIONS. authority on any amounts payable by Client hereunder, 9. INDEMNIFICATION other than any taxes impti4abn Park ile' income. 9.1 Mutual. Each party will indemnify, defend, and hold 7.4 Reserved. harmless the other party from and against any and all 7.5 No Deductions or Setoffs. All amounts payable to losses, damages, liabilities, costs (including reasonable ParkMobile under this Agreement shall be paid by Client to attorneys' fees) ("Losses") incurred as a result from any ParkMobile in full without any setoff, recoupment, third-party claim, suit, action, or proceeding ("Third Party counterclaim, deduction, debit, r withholding for any Claim") to the extent it arises from a breach of the reason (other than any d ctio or withholding of tax as indemnifying party's representations and warranties under may be required by app this Agreement. 7.6 Fee Increases. ParkMobilg may increase Fees for any 9.2 ParkMobile. ParkMobile will indemnify, defend, and hold contract year. by providing written notice to Client at least harmless Client from and against any and all Losses sixty(60)calendar days written notice. incurred by Client resulting from any Third-Party Claim that the Platform or any use of the Platform in accordance with 7.7 Limited Payment Agent.Client appoints ParkMobile as its this Agreement, infringes or misappropriates such third agent for the limited purpose of receiving, holding, and party's IP Rights, provided that Client promptly notifies settling payments made by ParkMobile Users to Client in ParkMobile in writing of the claim, cooperates with connection with the Services. Client acknowledges and ParkMobile,and allows ParkMobile sole authority to control agrees that receipt of payment from ParkMobile Users in the defense and settlement of such claim. connection with the Services by ParkMobile shall be deemed the same as receipt by Client itself. 9.3 Client. Client will indemnify, defend, and hold harmless ParkMobile from and against any and all Losses incurred 8. REPRESENTATIONS AND WARRANTIES by ParkMobile resulting from any Third-Party Claim arising PSA-:r Page 5 of 11 rev 10/20 ® ParkMobile ParkMobile Service Agreement out of Client's disclosure or use of ParkMobile User Data in THE EVENT GIVING RISE TO THE CLAIM. THE violation of this Agreement. FOREGOING LIMITATIONS APPLY EVEN IF ANY 9.4 Mitigation. If any of the Services are claimed to, or in REMEDY FAILS OF ITS ESSENTIAL PURPOSE. ParkMobile's opinion are likely to, infringe, misappropriate, 10.3 Exceptions.The exclusions and limitations in Section 10.1 or otherwise violate any third-party IP Rights, or if Client's and Section 10.2 do not apply to ParkMobile's obligations use of the Services is enjoined or threatened to be enjoined, under Section 9 or liability for ParkMobile's gross ParkMobile may, at its option and sole cost and expense: negligence or willful misconduct. (a)obtain the right for Client to continue to use the Services 11. RESERVED as contemplated by this Agreement; (b) modify or replace the Services, in whole or in part, to seek to make the 12. GENERAL TERMS Services (as so modified or replaced) non-infringing, while providing equivalent features and functionality, in which 12.1 Assignment. Client shall not assign or otherwise transfer case such modifications or replacements will constitute the any of its rights,or delegate or otherwise transfer any of its Services, as applicable, under this Agreement; or (c) by obligations or performance under this Agreement, in each written notice to Client, terminate this Agreement and case whether voluntary, involuntarily. by operation of law, require Client to immediately cease any use of the Services. or otherwise.without ParkMobile's prior written consent.No assignment,delegation,or transfer will relieve Client of any 9.5 Sole Remedy.THIS SECTION 9 SETS FORTH CLIENT'S of its obligations or performance under this Agreement.Any SOLE REMEDIES AND PARKMOBILE'S SOLE LIABILITY purported assignment, delegation.or transfer in violation of AND OBLIGATION FOR ANY ACTUAL, THREATENED, this Section 12.1 is void. This Agreement is binding upon OR ALLEGED CLAIMS THAT THE SERVICES OR ANY es to the benefit of the parties and their respective SUBJECT MATTER OF THIS AGREEMENT INFRINGES, cce ors and signs. MISAPPROPRIATES, OR OTHERWISE VIOLATES ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD 12.2 a rability. If a Agf competent jurisdiction holds any PARTY. rm or provision o 's Agreement to be invalid, illegal or unenfo th rest of the Agreement will remain in 10. LIMITATION OF REMEDIES AND DAMAGES effect.' 10.1 Exclusion of Damages. EXCEPT AS OTHER 12.3 adi s. he headings in this Agreement are for PROVIDED IN SECTION 10.3, IN NO EVENT W of n ly and do not affect the interpretation of this PARKMOBILE OR ANY OF ITS LICENSORS, SERVIC ee nt. PROVIDERS,OR SUPPLIERS BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS 40, No es. Any notice or communication permitted or SUBJECT MATTER UNDER ANY LEGAL OR EQUITABLE -j uired under this Agreement must be in writing and will THEORY, INCLUDING BREACH OF CONTRACT. TORT be deemed received by the addressee: (a)when received, (INCLUDING NEGLIGENCE). ST" GI. LIABILITY, AND if delivered by hand with signed confirmation of receipt; (b) OTHERWISE, FOR ANY: (A) LSS' •F PRODUCTVIN, when received, if sent by a nationally recognized overnight USE, BUSINESS, REVENU= •' PROFIT R courier, signature required; (c)when sent, if by email (with DIMINUTION IN VALUE;(B)IM- ,IRMENT. INABILI TO confirmation of transmission),if sent during the addressee's USE OR LOSS, INTERRUPTION, OR DELAY OF HE normal business hours, and on the next business day, if SERVICES; (C) LOSS, DAMAGE, CORRUPTIO OR sent after the addressee's normal business hours; and (d) RECOVERY OF DATA, OR BREACH OF DATA OR on the third business day after the date mailed by certified SYSTEM SECURITY; (D) COST OF REPLACEMENT or registered mail, return receipt requested, postage GOODS OR SERVICES; (E) LOSS OF GOODWILL OR prepaid. Notices must be sent to the attention of the REPUTATION; OR (F) CONSEQUENTIAL, INCIDENTAL, respective party's legal department at the address set forth INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR at the beginning of this Agreement or such other address PUNITIVE DAMAGES, REGARDLESS OF WHETHER as either party may specific in writing.Any notice permitted SUCH PERSONS WERE ADVISED OF THE POSSIBILITY or required under this Agreement that is sent to ParkMobile OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES shall also be sent via email to legal-notices@parkmobile.io. OR DAMAGES WERE OTHERWISE FORESEEABLE, 12.5 Governing Law. This Agreement and all related AND NOTWITHSTANDING THE FAILURE OF ANY documents. and all matters arising out of or relating to this AGREED OR OTHER REMEDY OF ITS ESSENTIAL Agreement, whether sounding in contract, tort, or statute PURPOSE. are governed by, and construed in accordance with, the 10.2 Cap on Monetary Liability. EXCEPT AS OTHERWISE laws of the State of Georgia, United States of America PROVIDED IN SECTION 10.3, IN NO EVENT WILL THE (including its statutes of limitations). COLLECTIVE AGGREGATE LIABILITY OF PARKMOBILE 12.6 Amendment;Waivers.Any amendment must be in writing, ARISING OUT OF OR RELATED TO THIS AGREEMENT, signed by both parties, and expressly state that it is WHETHER ARISING UNDER OR RELATED TO BREACH amending this Agreement. No waiver by any party will be OF CONTRACT, TORT (INCLUDING NEGLIGENCE), effective unless explicitly set forth in writing and signed by STRICT LIABILITY, OR ANY OTHER LEGAL OR the party so waiving. No terms or conditions stated in a EQUITABLE THEORY,EXCEED ONE TIMES THE TOTAL Client purchase order, vendor onboarding process or web AMOUNTS PAID TO PARKMOBILE UNDER THIS portal, or any other Client order documentation shall be AGREEMENT IN THE 12 MONTH PERIOD PRECEDING incorporated into or form any part of this Agreement,and all PsA-Lr Page 6 of 11 rev 10/20 ParkMobile ParkMobile Service Agreement such terms or conditions shall be null and void, used alone or in combination, to verify an individual's notwithstanding any language to the contrary therein, identity and authorization to access and use the Platform. whether signed before or after this Agreement. "Authorized User" means Client's employee, consultant, 12.7 Entire Agreement. This Agreement, together with any contractor,and agent who is authorized by Client to access other documents incorporated herein by reference, and use the Platform under the rights granted to Client constitutes the sole and entire agreement of the parties with pursuant to this Agreement. respect to the subject matter of this Agreement and supersedes all prior and contemporaneous "Brand Features" means a party's trade names, understandings, agreements, representations, and trademarks, service marks, logos, domain names, and warranties, both written and oral, with respect to such other distinctive brand features. subject matter. "Client Data"means any data specific to Client's operation 12.8 Third-Party Beneficiaries. There are no third-party that is provided by Client to ParkMobile to be used in the beneficiaries under this Agreement. provision of Services that is not available to ParkMobile publicly or by other means. 12.9 Force Majeure. Neither party will be liable to the other for any delay or failure to perform any obligation under this "Confidential Information" mean inf tion that one Agreement(except for a failure to pay Fees)if the delay or party(or an affiliate)discloses to the otarty under this failure results from any cause beyond such party's Agreement, and that is marked as confidential or would reasonable control, including acts of God, labor disputes or normally be considered confidential information under the other industrial disturbances, systemic electrical, circumstances. It does not include information that is telecommunications, or other utility failures, earthquakes. independently developed by the recipient, is rightfully given to the recipient by a third party without confidentiality storms or other elements of nature, pandemics, blockages, embargoes. riots, acts or orders of government, acts of obligations or becomes public through no fault of the terrorism. or war. cipient. 12.10 Independent Contractors. The parties to this Agreement "Documentation" means any manuals, instructions, or are independent contractors.The parties do not intend,and other documents or materials that ParkMobile provides or nothing in this Agreement should be construed,to create or makes available to Client in any form or medium and which enter into any partnership. joint venture, employment, describe the functionality, components, features, or franchise,agency.or similar relationship. Neither party has requirements of the Services. the power to bind the other or incur obligations on the other "IP Rights"means any and all registered and unregistered party's behalf without the other party's prioNen consent. • rights granted, applied for,or otherwise now or hereafter in 12.11 Export Control. Client will comply wiiexport and existence under or related to any patent, copyright, import laws and regulations of the United States and other trademark, trade secret, database protection, or other applicable jurisdictions. Witut limiting the foregoing, intellectual property rights laws,and all similar or equivalent ow Client: (i)represents and wants that it is not listed on any rights or forms of protection, in any part of the world. rtA U.S. government list of prohibited or restricted parties or "Parking Information"means parking zones. parking rates, located (or a national of)a country that is subject to a U.S. parking restrictions, selected payment methods, and other government embargo or that has been designated by the information necessary for the provision of the Services for U.S.government as a"terrorist supporting"country; (ii)will a specific Parking Location. not(and will not permit any third p rties to)access or use any Service in violation of ann .S. export embargo, "Parking Location" means the location or locations of prohibition or restriction, and I ill not submit to any Client's on-street parking, off-street parking, reservation Service any information that is controlled under the U.S. parking,parking lots, parking decks.permitted parking,and International Traffic in Arms Regulation. other facilities where ParkMobile Users may park. 12.12 Interpretation.This Agreement shall be construed without "ParkMobile Application"means any and all mobile and/or regard to any presumption or rule requiring construction or web applications, services, or interfaces developed, interpretation against the party drafting an instrument or hosted, or managed by,on behalf of, or in partnership with causing any instrument to be drafted. The Schedules ParkMobile and that are made available to the general referred to herein shall be construed with,and as an integral public and that facilities the payment of parking part of, this Agreement to the same extent as if they were transactions. set forth verbatim herein. "ParkMobile User" means an end user that uses the 12.13 Counterparts.The parties may execute this Agreement in ParkMobile Application. counterparts, including PDF and other electronic copies, "ParkMobile User Data" means information, data, and which taken together will constitute one instrument. other content, in any form or media, that is submitted, 13. DEFINITIONS posted, or otherwise transmitted by or on behalf of a ParkMobile User, directly or indirectly, through the "Access Credentials" means any user name, identification ParkMobile Application. number, password, license or security key, security token, PIN,or other security code, method,technology,or device, "PCI Data" means, as applicable, payment card number, cardholder name, expiration date, card verification code or PSA-LF Page 7 of 11 rev 1O 2C ParkMobile ParkMobile Service Agreement value, service code, and/or security-related information used to authenticate cardholders and/or authorize payment card transactions "Personal Data" means (i) any information about an identified or identifiable individual; or(ii) information that is not specifically about an identifiable individual but, when combined with other information, may identify an individual. Personal Data includes names, email addresses, postal addresses. telephone numbers, government identification numbers, financial account numbers, payment card information, license plate information, online identifiers (including IP addresses and cookie identifiers),network and hardware identifiers, geolocation information, and any information that constitutes "personal data" or "personal information" within the meaning of any relevant and applicable data privacy or protection laws. "Platform" means 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 Client's Parking Locations. "Resultant Data" means data and information related to Client's,Authorized Users'and/or ParkMobile Users'use of the Services that is used by ParkMobile in an aggregate 0\/ and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Services. "Services" means the ParkMobile Application, the Platform, and all other services provi ‘bsrarkMobile under this Agreement. (<C)S PSA-LF Page 8 of 11 rev.10/20 ParkMobile ParkMobile Service Agreement SCHEDULE 2: SERVICES ON-DEMAND PARKING SERVICES ParkMobile offers a service to ParkMobile Users that facilitates the activation of and payment for on-demand parking using the ParkMobile Application ("On-Demand Parking"). ParkMobile Users may begin and, if applicable, end a parking transaction in a variety of ways: (1) visiting https://app.parkmobile.io; (2) calling ParkMobile's IVR System, or (3) using the ParkMobile Application. In order to register with ParkMobile and begin a parking session, a consumer simply provide ParkMobile with the information required by ParkMobile to create an account, including payment method information and license plate number. Thereafter, subsequent parking sessions only require the ParkMobile User to enter or select the applicable parking duration available for the applicable location. The parking zone code of the Client parking areas are indicated on parking signs or on mOs.s. Enforcers of the Client check the validity of parking status real time against the Platform via a web service offering, provided as part of the Services, to determine if a valid parking right exists. This information can be accesse being a handheld terminal, mobile device or personal digital assistant(PDA). iiii �� ParkMobile does not provide or pay for Client's use of ha a als, mobile devices or PDAs for enforcement or any data plans or other items needed for communication b ee items an e1rvices. At their option, ParkMobile Users will receive .parki services from arkMobile via SMS, ParkMobile Application push notification or email. The ParkMobiletlwr may be notified, for exa ple, when parked for an extended period of time or when the maximum parking time nears expiration. ParkMobile Users can use On-Dema ing here the Servi Tare available. All parking charges are automatica arged to the arkMobil User's payment method, and ParkMobile Users have real time access to an online account-basid personal pagccessible from https://app.parkmobile.io to access and print parking history, receipts, and statements* 'RESER PA KING SERVICES ParkMobile offers s ParkMobi User hat facilitates the activation of and payment for reservation parking 44, using the ParkMobile Appl io `Reservatior�f rking'). For each Parking Location that the pies agree to on-board for Reservation Parking Services, ParkMobile shall make the Parking Location's parking inventory available for sale through the ParkMobile Application and shall market and advertise such availability. The number of parking spaces and corresponding reservation periods and parking rates making up the parking inventory shall be specified by Client and may be altered by Client at any time for unreserved parking inventory. Responsibilities of C In order for Park obile to provide Reservation Parking Services, Client shall maintain an agreed upon number of parking spaces or transportation services at the Parking Location which shall be maintained at all times unless ParkMobile is notified otherwise in writing by Client. If access to the Parking Location is denied for any reason other than a ParkMobile User's error or failure to abide by Client's rules and regulations, Client agrees to forfeit its share of the applicable parking fee and authorizes ParkMobile to refund the entire Parking Fee to the ParkMobile User. If access to the Parking Location is denied because of a ParkMobile User's error or failure to abide by Client's rules and regulations, no Parking Fees will be refunded to the ParkMobile User. Client shall promote and market the Services through mutually agreed upon methods which shall include: PSA-LE Page 9 of 11 rev 10/20 (e ParkMobile ParkMobile Service Agreement 0 a persistent, prominent"call to action" link/button on the parking and/or transportation pages of the Parking Location and Atlanta Falcons website(s) that directs users to the Client-branded website created by ParkMobile (e.g. a "Reserve Parking Now" button); o Embedded content on the parking and/or transportation pages of the Parking Location and Atlanta Falcons website(s) describing why and how to reserve parking through ParkMobile (e.g. FAQs, videos, etc.), such content to be provided by ParkMobile; and o mentions in emails promoting the Parking Location and to the Atlanta Falcons fan base, including game day and game-related "know before you go" emails, all of which shall include a "call to action" to reserve event parking and link to the Client-branded website created by ParkMobile. Client agrees to use commercially reasonable efforts to obtain for ParkMobile a license to use photo and video assets of the Parking Location (where Client is not the Parking Location owner)and any tenants of a Parking L cation, including sports teams, in connection with ParkMobile's marketing of the Services as available at such Par . cati . iib \\/ \°I <(/(:)<(/ 4c)4\/ i( 4\/ iCw <ZIIIIIIIIP (<() IS 4) PSA-L, Page 10 of 11 rev.,(1120 21. ( ParkMobile ParkMobile Service Agreement SCHEDULE 3: CLIENT ELECTRONIC FUNDS AUTHORIZATION FORM This form authorizes Parkmobile, LLC to make payment to a business electronically.All payments will be paid in the account designated by the voided check or bank letter attached to this form. It is the responsibility of Client to notify ParkMobile of any changes pertinent to electronic payments, such as changes in banking information or email address. PAYEE/CLIENT INFORMATION CLIENT NAME: ADDRESS: CONTACT PERSON: TELEPHONE NUMBER: PRIMARY FINANCE CONTACT EMAIL: SECONDARY FINANCE CONTACT EMAIL: L_i#__, SIGNATURE &TITLE OF AUTHORIZED OFFICIAL: NI/ \ \iiiii , FINANCIAL INSTITU N IN ORMATION BANK NAME: ',ital.: *V ADDRESS: \,(</ <1(9 CONTACT PERSON: TELEPHONE: EMAIL: .,,,Q - NINE DIGIT ROUTING TRANS, NUMBER: DEPOSITOR ACCOUN DEPOSITOR AC T MBER: TYPE OF ACCO . PLEASE BE SURE TO ATTACH A VOIDED CHECK OR BANK LETTER TO VERIFY THE ABOVE ACCOUNT INFORMATION ,� J .. This form authorizes Parkmobi e, LLC to send credit entries and appropriate debit and adjustment entries electronically or by any other commercially accepted method to the account indicated above and to other accounts specified by Client in the future (collectively, the"Account"). This form authorizes the financial institution holding the Account to post all such entries. This authorization will be in effect until ParkMobile receives a written termination notice from Client and has a reasonable opportunity to act on it. PSA-LF Page 11 of 11 rev.1020