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Res No 044-24-16149RESOLUTION NO. 044-24-16149 A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF SOUTH MIAMI, FLORIDA, AUTHORIZING THE CITY MANAGER TO NEGOTIATE AND EXECUTE MULTI-YEAR AGREEMENTS WITH PARKM:OBILE, LLC AND PAYBYPHONE US, INC. FOR MOBILE PARKING PAYMENT SYSTEMS UTILIZING THE TERMS AND CONDITIONS OF THE CITY OF MIAMI BEACH CONTRACT COMPETITIVELY AWARDED PURSUANT TO RFQ NO. 2023-051-WG; PROVIDING FOR IMPLEMENTATION, CORRECTIONS, AND AN EFFECTIVE DATE. WHEREAS, mobile parking payment systems allow parking customers the ability to pay for parking through the use of a smartphone or by dialing a dedicated phone number; and WHEREAS, since 2010, the City of South Miami (the "City'') has utilized PayByPhone Us, Inc. ("PayByPhone") for its mobile parking payment system; and WHEREAS, the City's contract with PayByPhone expired in September 2023, however PayByPhone has been honoring the terms of the contract which allows parking customers to pay $.25 per transaction, which is the lowest in the surrounding area; and WHEREAS, on January 31, 2024, the City of Miami Beach ("Miami Beach") approved agreements with PayByPhone and ParkMobile, LLC ("ParkMobile") pursuant to RFQ No. 2023- 051-WG for mobile parking payment solutions (the "Services"); and WHEREAS, pursuant to Article III, Section 5 of the City Chat1er, and the City's Purchasing Policy adopted by ordinance as part of the 2023/2024 FY Budget, the City's bidding process may be conducted by making purchases through other governmental agencies that have followed competitive bidding procedures similar to the City's adopted procedures; and WHEREAS, the type of services contemplated by the City has been competitively bid by Miami Beach, which resulted in agreements with PayijyPhone and ParkMobile ( collectively, the "Miami Beach Contracts"), based on competitive bidding procedures similar to the City's adopted procedures; and WHEREAS, PayByPhone and ParkMobile have provided pricing proposals to the City, attached hereto as Exhibit "A'' and Exhibit "B" (the "Proposals"), respectively, and have agreed to extend the tenns and conditions of the Miami Beach Contracts to the City, including transaction fees of $0.35 per transaction; and WHEREAS, the initial tenn of the Miami Beach Contracts is for a period of five (5) years to March 31, 2029 with two (2_) additional two (2) year options to renew through March 31, 2032;and Page 1 of3 Res. No. 044-24-16149 WHEREAS, PayByPhone will continue to utilize the cun-ent zones deployed throughout the City and all cuITent PayByPhone parking signs in the City will be replaced with new multi- vendor signs, at no cost to the City, providing parking customers with the option to either use PayByPhone or Park Mobile smartphone app to pay for parking; and WHEREAS, the City Commission desires to authorize the City Manager to enter into agreements with PayByPhone and ParkMobile for the Services, consistent with the Proposals attached hereto as Exhibit "A" and "B," and utilizing the terms and conditions of the Miami Beach Contracts attached hereto as Exhibit "C" and "D"; and WHEREAS, the City Commission finds the Agreement for the Services to be in the best interest of the City. NOW THEREFORE, BE IT RESOLVED BY THE MAYOR AND CITY COMMISSIONERS OF THE CITY OF SOUTH MIAMI, FLORIDA: Section 1. Recitals. The above-stated recitals arc hue and conect and are incorporated herein by this reference. Section 2. Authol'ization. The City hereby authorizes the City Manager to negotiate and execute Agreements with PayByPhone and ParkMobile for the Services, consistent with the Proposals attached hereto as Exhibit "A" and "B", utilizing the terms and conditions of the Miami Beach Contracts attached hereto as Exhibit "C" and "D", subject to the approval of the City Attorney and City Manager as to form, content, and legal sufficiency. Section 3. Implementation. That the City Manager is authorized to take any and all actions necessary to implement the Multi-Year Agreement and the purposes of this Resolution. Section 4. Conections. Conforming language or technical scrivener-type con-ections may be made by the City Attorney for any confonning amendments to be incorporated into the final resolution for signature. Section 5. adoption. Effective Date. This Resolution shall become effective immediately upon PASSED AND ADOPTED this 16'" day of April, 2024. ATTEST: CIT ~ READ AND APPROVED AS TO FORM, LANGUAGE, LEGALITY AND APPROVE~ G---::,<------ COMMISSION VOTE: Mayor Fernandez: Page 2 of3 4-0 Absent Res. No. 044-24-16149 EXECUTION THEREOF ~fMANCOLE & BIERMAN, P .L. CITY ATTORNEY Vice Mayo r Bonich: Commi ssioner Calle: Commissio ner Liebman: Co mmi ss ioner Corey: Page 3 of3 Yea Yea Yea Yea Agenda Item No:2. City Commission Agenda Item Report Meeting Date: April 16, 2024 Submitted by: Steven Kulick Submitting Department: Finance Department Item Type: Resolution Agenda Section: Subject: A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF SOUTH MIAMI, FLORIDA, AUTHORIZING THE CITY MANAGER TO NEGOTIATE AND EXECUTE MULTI-YEAR AGREEMENTS WITH PARKMOBILE, LLC AND PAYBYPHONE US, INC. FOR MOBILE PARKING PAYMENT SYSTEMS UTILIZING THE TERMS AND CONDITIONS OF THE CITY OF MIAMI BEACH CONTRACT COMPETITIVELY AWARDED PURSUANT TO RFQ NO. 2023-051-WG; PROVIDING FOR IMPLEMENTATION, CORRECTIONS, AND AN EFFECTIVE DATE. 3/5 (CITY MANAGER) Suggested Action: Attachments: AR_v4CM_Memo_Mobile_Parking_Payment_Sytems.docx Resolution Multi-Year Agreement PayByPhone-Park Mobile.DOCX Exhibit A - City of Miami Beach_PayByPhone Fully Executed Agreement 030724.pdf Exhibit B-Mobile Parking Payment System-Parkmobile LLC-fully executed 3.6.2.pdf Exhibit C - PayByPhone Proposal.pdf ParkMobile Pricing Proposal- City of South Miami.pdf 1 CITY OF SOUTH MIAMI OFFICE OF THE CITY MANAGER INTER-OFFICE MEMORANDUM TO:The Honorable Mayor, Vice Mayor, and Members of the City Commission FROM:Genaro “Chip” Iglesias,City Manager DATE:April 16, 2024 SUBJECT:Selection of two Mobile Parking Payment System Providers, PaybyPhone and Park Mobile, using a Piggyback Agreement RECOMMENDATION:Approval of a 5-year piggyback agreement onto the City of Miami Beach contract with PaybyPhone US Inc., and Park Mobile LLC for mobile parking payment systems. BACKGROUND: A Mobile Parking Payment System allows parking customers the ability to pay for parking using a smartphone or by dialing a dedicated phone number. The City has been utilizing PaybyPhone’s Mobile Parking Payment System exclusively since 2010, like all municipalities in Miami-Dade County except Miami Beach, which used exclusively Park Mobile. The current contract with PaybyPhone expired September 2023 however PaybyPhone has been honoring the terms of the contract which allows parking customers to pay $.25 per transaction, which is the lowest in the surrounding area. We have been advised that PaybyPhone is no longer able to maintain nor provide the low per transaction fee to the City’s parking customers. The City of Miami Beach, a much larger parking program, with many more public parking spaces recently solicited for a Mobile Parking Payment System and recently awarded the service to two providers, PaybyPhone US Inc. and Park Mobile, LLC. on April 1, 2024 The City of Miami Beach issued a Request for Qualifications (RFQ No. 2023- 051-WG) on February 1, 2023,for Mobile Parking Payment Solutions. Nine proposals were received and were evaluated, scored and ranked by a Selection Committee on May 26, 2023. The rankings are below: 1.Park Mobile, LLC 2.PayByPhone US Inc 2 CITY OF SOUTH MIAMI OFFICE OF THE CITY MANAGER INTER-OFFICE MEMORANDUM 3. Parkeon, Inc (Flowbird) 4. Mobile Smart City Corp. 5. HonkMobile USA, LTD. 6. Passport Labs, Inc. 7. Zipby USA LLC 8. Hotspot Parking, Inc. 9. Frogparking, Inc. After the work of the Selection Committee was completed, the City of Miami Beach Mayor and City Commission authorized the Administration to begin negotiating simultaneously with Park Mobile, LLC and PaybyPhone, US, Inc., the first and second-ranked firms. The goal was to negotiate similar contracts to provide easier management of the agreements while proving customers with the option to use whichever mobile app they preferred while paying the exact charge per transaction. The most significant terms of the agreements, which are applicable to the City are summarized below: The initial term of the Agreements shall be for a period of five (5) years to March 31, 2029 with two (2) additional two (2) year options to renew with a potential term date to March 31, 3032. Both firms agree to waive transactions/convenience fees for City residents, should the City with to implement a residential right and rates program. Both firms agree to convenience fees for non-residents of $0.35 per hourly transaction and $1.00 per month. PaybyPhone and Park Mobile will collaborate to provide signage (Park Mobile will design and procure and deliver the signage and, Park Mobile will be responsible for all signage costs at 100%. All signage must be approved by all parties and mutually agreed upon. PaybyPhone will continue to utilize the current zones deployed throughout the City. All current PaybyPhone parking signs in the City will be replaced with new mult-vendor signs,at no cost to the City, providing parking customers with the option to either use PaybyPhone or Park Mobile smartphone app to pay for parking. 3 CITY OF SOUTH MIAMI OFFICE OF THE CITY MANAGER INTER-OFFICE MEMORANDUM The City may terminate either contract for cause with a 30-day written notice. PaybyPhone and Park Mobile may terminate its performance under the agreement only if the City defaults and fails to cure the default within 45 days written notice of the default. FUNDING:$0 cost to the City, $.35 per transaction cost to parking customers ATTACHMENTS:Resolution City of Miami Beach Award Recommendation & Resolution 2024-32867 City of Miami Beach Contract, PaybyPhone US Inc. City of Miami Beach Contract, Park Mobile, LLC Miami Beach RFQ No. 2023-051-WG City of South Miami Proposals, PaybyPhone & Park Mobile Sun Biz Registrations 4 AGREEMENT BETWEEN THE CITY OF SOUTH MIAMI AND PARKMOBILE, LLC THIS AGREEMENT (this "Agreement") is made effective as of the 16 day of APRIL, 2024 (the "Effective Date"), by and between the CITY OF SOUTH MIAMI, FLORIDA, a Florida municipal corporation (the "City"), and PARKMOBILE, LLC, a Delaware corporation, authorized and registered to do business in the State of Florida (the "Vendor"). Collectively, the City and the Vendor are referred to as the "Parties." WHEREAS, mobile parking payment systems allow parking customers the ability to pay for parking through the use of a smartphone or by dialing a dedicated phone number; and WHEREAS, since 20 I 0, the City has utilized Pay By Phone US, Inc. ( .. Vendor·· or "Pay By Phone") for its mobile parking payment system; and WHEREAS, the City's contract with Vendor expired in September 2023, however Vendor has been honoring the terms of the contract which allows parking customers to pay $.25 per transaction, which is the lowest in the surrounding area; and WHEREAS, on January 31, 2024, the City of Miami Beach ("Miami Beach") approved agreements with PayByPhone and ParkMobile, LLC pursuant to RFQ No. 2023-051-WG for mobile parking payment solutions (the "Services"); and WHEREAS, pursuant to Article III, Section 5 of the City Charter, and the City 's Purchasing Policy adopted by ordinance as pa11 of the 2023/2024 FY Budget, the City's bidding process may be conducted by making purchases through other governmental agencies that have followed competitive bidding procedures similar to the City's adopted procedures; and WHEREAS, the type of services contemplated by the City has been competitively bid by Miami Beach, which resulted in agreements with PayByPhone and ParkMobile, based on competitive bidding procedures similar to the City's adopted procedures; and WHEREAS, PARKMOBILE, LLC has provided a pricing proposal to the City, attached hereto as Exhibit "B" (the '·Proposal"), respectively, and have agreed to extend the terms and conditions of the Miami Beach Contract to the City, including transaction fees of $0.35 per transaction; and WHEREAS, the initial term of the Miami Beach Contract is for a period of five (5) years to March 31, 2029 with two (2) additional two (2) year options to renew through March 31, 2032;and Page 1 of S 1 of 265 WHEREAS, PARKMOBILE, LLC will continue to utilize the current zones deployed throughout the City and all current PayByPhone parking signs in the City will be replaced with new multi-vendor signs, at no cost to the City, providing parking customers with the option to either use PayByPhone or Park Mobile smartphone app to pay for parking; and WHEREAS, the City Commission desires to authorize the City Manager to enter into a non-exclusive agreement with PARKMOBILE, LLC, consistent with the terms and conditions of the Miami Beach Contract and Scope of Services attached hereto as Exhibit "A" and the Proposal attached hereto as Exhibit "B." NOW, THEREFORE, in consideration of the mutual covenants and conditions contained herein, the City and the Vendor agree as follows: 1. Incorporation of Contract. The terms and conditions of the Miami Beach Contract attached hereto as Exhibit "A" are incorporated as though fully set forth herein. Except as otherwise specifically set forth or modified herein, all terms in the Miami Beach Contract are hereby ratified and affirmed and shall remain unmodified and in f ult force and effect in accordance with its terms. 2. Conflicts; Order of Priority. This document without exhibits is referred to as the '"Agreement." In the event of a conflict between the terms of this Agreement and any exhibits or attachments hereto, or any documents incorporated herein by reference, the conflict shall be resolved in the following order of priorities and the more stringent criteria for performance of the Services shall apply: A. First Priority: This Agreement; B. Second Priority: E-Verify Affidavit; C. Third Priority: Miami Beach Contract. D. Fourth Priority: Proposal. 3. Defined Terms. All initial capitalized terms used in this Agreement shall have the same meaning as set forth in the Miami Beach Contract unless otherwise provided in this Agreement. All references to the City of Miami Beach shall be replaced with the City of South Miami where applicable. 4. Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed an original and such counterparts shall constitute one and the same instrument. 5. Amending Section 4 of the Miami Beach Contract. Section 4. of the Miami Beach Contract is hereby amended to reflect the pricing Proposal attached hereto as Exhibit ''B." Section 4.2 is amended to amend the submittal address for payment to delete the City of Miami Beach accounts payable and replace with the following: Accounts Payable: Finance(a),citvofsouthmiamitlgo v Page 2 of 5 2 of 265 6. Amending Section 6. (Insurance Requirements) of the City of Miami Beach Contract. Section 6.2 of the Miami Beach Contract is hereby amended to replace the City of South Miami as the Certificate Holder, as follows: CERTIFICATE HOLDER ON ALL COi MUST READ: CITY OF SOUTH MIAMI 6130 Sunset Drive South Miami, FL 33143 ciglesias@cityofsouthmaim i fl.go v 7. Deleting Section 10.2 (Inspector General Auditor Rights). Section I 0.2 of the Miami Beach Contract is hereby deleted in its entirety. 8. Amending Section 10.7(F) of the Miami Beach Contract. Section I 0.7(F) of the Miami Beach Contract is hereby deleted in its entirety and replaced as follows: F. Notice Pursuantto Section 119.0701(2)(a), Florida Statutes. 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: Nkenga "Nikki" Payne, CMC, FCRM, City Clerk 6130 Sunset Drive, First Floor, South Miami, FL 33143 305-663-6340 npaync@southmiamitl.gov. 9. Amending Section 11 (Notices) of the Miami Beach Contract. Section 11 of the Miami Beach Contract is hereby deleted in its entirety and replaced as follows: Notices/Authorized Representatives. Any notices required by this Agreement shall be in writing and shall be deemed to have been properly given if transmitted by hand-delivery, by registered or certified mail with postage prepaid return receipt requested, or by a private postal service, addressed to the parties (or their successors) at the addresses listed on the signature page of this Agreement or such other address as the party may have designated by proper notice. 10. E-Verify Affidavit. In accordance with Section 448.095, Florida Statutes, the City requires all Vendors doing business with the City to register with and use the E-Verify system to verify the work authorization status of all newly hired employees. The City will not enter into a Page 3 of 5 3 of 265 contract unless each party to the contract registers with and uses the E-Verify system. The contracting entity must provide of its proof of enrollment in E-Verify. For instructions on how to provide proof of the contracting entity's participation/enrollment in E-Verify, please visit: https://www.e-verify.gov/faq/how-do-i-provide-proof-of-my-participationenrollment-in-e- verify. By entering into this Agreement, the Vendor acknowledges that it has read Section 448.095, Florida Statutes; will comply with the E-Verify requirements imposed by Section 448.095, Florida Statutes, including but not limited to obtaining E-Verify affidavits from sub Vendors; and has executed the required affidavit attached hereto and incorporated herein. (Remainder of Page Intentionally Left Blank. Signature Pages Follow.] Page 4 of 5 4 of 265 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed the day and year as first stated above. By: -=--'....-----------'-- Genaro "C p" Iglesias City Manager Attest: By: __ -il--ff~---Pr+------- Nkenga "Ni Clerk Approved as to Form and Legal Sufficiency: ;,':.-. ~-ff f I a /--,,~ By.=·· I , /---r..,z~, I"......-,,, ... .::;., Weiss S~rota Helfman ·Cole & Biennan, P.L. City Atforney Addresses for Notice: City of South Miami Attn: City Manager 6130 Sunset Drive, First Floor South Miami, FL 33143 305-668-25 IO (telephone) chip@soutluniamifl.gov (email) With a copy to: Weiss Serota Helfman Cole & Bierman, P.L. Attn: City of South Miami Attorney 2800 Ponce de Leon Boulevard, Suite 1200 Coral Gables, FL 33134 larango@wsh-law.com (ema(I) 5 of 265 PARKMOBILE, LLC By:~~ Nae )0.J+•~ Cl:£-6,AX Entity: P,::v--/c·l'Ylohi //!;. LLL 7 ,S -~o...+-e... of 6ec,r~ ,Ct ~00,1'½ eiF ~ffDr) )li>b((l 1'l? und5ub5-cr: ic-o .b-_fore_ JYle.-f-n/; 30~1\:t/Cl:j of A1r:!1dlo~Lf Jl .... L1ul.~ q. ~~-~~O f-ilLlo/ :1. • ..- Addresses for Notice: &v--kJ-.ic16~~ ~L-L > ---.--------(telephone) \Mf-i -h~h ur eflQ (e1pail) \J p~14-wil:xl-i:-10 With a copy to: __________ (telephone) __________ (email) Page 5 of 5 EXHIBIT "A" City of Miami Beach Professional Services Agreement March 5, 2024 6 of 265 QocuS,yn Envelope ID 13318CA0-01\7U-4Y!lU-A926-i14468358fl1~A lMITll<'I no,lJ-051--01 PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF MtAMI BEACH ANO PARKMOBILE, LLC FOR MOBILE PARKING PAYMENT SYSTEM, PURSUANT TO REQUEST FOR QUALIFICATIONS 2023-051 •WG r I/ lhis Pro!essional Services Agreement ("PSA"} and lhe ParkMobile, LLC. SeMce Agreemenl ('SeMce Agreement'), collectively, Ure 'Agreement" is entered into LI-tis ____ ("Effective Date''), botwoon tho CITY OF MIAMI BEACH, FLORIDA, a municipal corporation organized and exlshng under lhe law& or the Stale of Florida. having Its principal offi<'.es al 1700 Convention C'.enter Drive. Miami Beach, Floflda . 33139 (Ole ·c11y·). end ParkMoblle, UC, e Delaware limited Liability Corporation, whose address is 1 too Spring Street Northwest, Suite 200, Atlanta , GA 30309 rvondor" or ·ParkMobile') Addllional Parking Locat1011s. Agreemenl Authonred UGer Ci1y Manager. City Manager's Designee . Vendor IP R1gh:s . SECTION 1 DEFINrTIONS As defined m Section 12 ., or the Agreemenl Tnis Professional Services Agreement between the City and Vendor including any exlllblt!i and amendments thereto and the ParkMoblle Service Agreement, collectIvety lhe "Agreement" City·s employee, consultant, contractor, ano agent who 1s a:.ithonzed by Clly to access and use the Platform under the rlgt11s granted Ill c,1y pursuanl to this Agreement. Tne cti:ef adff'un•slrar:ve officer of the City. The c,ty staff member who 1s designated by t'1e City Mana{l6r to administer this Agraoment on bthalf of Iha City. The City Manager'$ designeo shall ba the Pari(.tng Depat1ment Director For tho pJrposes of th,s Agreement. Vendor shall be deemed lo be an 1ndt-peodem contractor. and not an agenr or w.nployoe of the City Any and all registered and unrng1slered rights gran!ed, app!ie-J 101, or olhcl'Wlsc now or horcafter in existence undo, or related to any paten!. copyr,ghl. tr-adem~rk, trade seC'el, dalabas.o proloction, or other irttellectuc1I p,operty ,igtits laws, and all &imilar or eouivale11I nghls or forms ol protection. m any par1 of lhe world . 1 7 of 265 OocuSign Envelope 10 13318CA0-OA7B-4990-A928-A4468358915A Purking Locations : Platform : Services : Transaciion Fee. Exhibit B Parking Rate . ParkMobile Application: Proposal Documents : Risk Manager: 1 ransaclion Data · User Profile Data . Con1rt1c1110..13~1.01 The location or locations of City's oo-streel parking, off-street parking, reseNation parking, parking lots, parking ~cks. permitted parkmg, and other racllllies where Pett\Mobile Users may park. Access-conLrolled mobile and/or web applk;ations, services or interfaces developed, host~d. or managed by, on behalf of, or in partnership with ParkMobi!e that ere made evailabte to Chent to administer, configure, manage and/or monitor parking sessions, parking rates, and/or parking restricllons associated with City's Parking Locations . The ParkMoblle Application, the Platform. and all ~ervlces, work and actions by the Vendor performed or underiaken pursuant lo the Agreement. The Fae charged by tho Vend<>r to the use, per transaction as set forth In The fee charged by the City for use of the parking space. Any arid all mobile end/or web apphcatlons, sefVices , or interfaces developed. hosle<J, or managed by, on behatf of. or in partnership with ParkMobile and that are made available to the general public and that facilitate the payment of parking t,:ani.actions Proposal Documents shall mean City Qf Miami f3each RFQ No, 2023-051· WG for Mobile Parking Payment 5yswm, together wilh all amendments thereto, issued by the Ci1y in contemplation or this Agreement RFQ, end 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 conmct between the Proposal Documents and lhiS Agreement. the following order of preoedent shall prevail. the Professional Services Agreement : lhe RFQ; the Services Agreement and the Proposal. The Risk Manager of the City, with officos al 1700 Convention Center Drivo, Third Floor, Miami Beach. Florida 33139. telephone number (305} 673-7000, E:>Ct. 26724; and fa>< number (305) 673-7529 lnfonnation and Data collected by the Vendor relating lo drivers· parking sessions, Which may indude vehicle license plate, parking session date. time, <furatlon. zone number and amount paid, details of parking rmes/violation not.ices. and parking session details obtained through customer service center . Any information abou1 or wllh respect to ParkMobile users lhsl Is not relat8<J to pal'k1ng sessions at lt-ie Parking Locations, including without 2 8 0(265 DocuSign Envelope ID · 1331 BCA0-0A 78-4990-A928-A4468358915A Can tr,1rl 110,ll•0SI-O I limitation, information provided by users 1.,.1pon registration for a ParkMobile occounl and data abou1 the '-!Ber's activity in lhe ParkMobile account or tho 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 Q"edit card and any digital wallet transactions for Services. SECTION2 SCOPE OF SERVICES 2.1 In consideration of the Fee to be paid lo Vendor by tha City. Vendor shall provide the work and ~ijrvlces des-Cfibod In Exhlbil w· hereto (the 'Services"). AlthOugh lhe 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 tha hours of the SeMces performed by the Vendor; where the Services are performed (although the City will Pf0Vide Vendo< With the appropriate location to perform the Servioes): when the Services are performed, lnctuding t\ow many days a week lhe Services-are performed; how the Servioes are performed, or any other aspect of the actual mannef" and means of accomplishing the S~rvicci. provided. Notwithstanding the foregoing, all Services provided by the Vendor shall ba porformod in accordance with the terms and conditions set fonh in Exhibit "B· end to the reason~ble ?;aUsracUon of lhe City Ma~~er If there are any questions regarding the Services to be performed, the Vendor should contacl the following person: Monica Beltran, o,reclor, Parking Department l 755 Meridian Avenue. 2"" Floor Miami Beach, Florida 33139 (305) 673-7000 ext. 26863 Monica8el1ran@mlamiueachfl.gov 2.2 Vendor's Services, and eny deliverables Incident thereto, shall oo completed In accordance with the limehne and/or schedule in Exhibit C hereto. 2.3 SorvicM Provided by ParkMoblle. During lho Term (as defined herain), ParkMobile shall perform the services for the City as described in Exhibit A hereof (as amended, modified or supplemented from lime to lime upon U1e mutual written agreement or the parties, the "Services", as further defined In Section 1 ). PerkMobile shalt render the Services faithfully and to the best ol its ability an<S in complianoo with all applicable laws, Fodera!, State, ano local laws, codes, ordinances, resolutions, adrninistralive policies and procedures and/or rules and regulations, (collectively, "Applicable Laws"'), devoting such Ume as is reasonably necessary lo provide the Services. The precise times and manner of the performance of Services shall be as reasonably requested by 1he City, consistent with a schadule to be reasonably c1greed upon from limo Co time by ParkMobile aM the City In conneciion with Park Mobile's performance or the Services, and In addition lo ParkMobile'6 compliance with Applicable Laws. ParkMobile shall also be subje<:t lo, and agrees to abide by, such policies, procedures, directions and restrictions as the City, in rts sole and reasonable discretion, may establish from time to lime. ParkMobile shalt implcmenl the service within sixty (60) d.ays or ltle effective date of lh1s Ag,eernent 3 9 of 265 DocuSign Envelope ID : 13318CAO-0A7B-4990-A928-A4468358915A Coutrut no.13--0!il-OI If the City require5 add1bonal work and/or services that are not Included In this /\greemenl, Psf1<Mobile and the City shall negotiate such additional work and/01 se1vi1:t::,, mul~lly ~y11:1t: 011 the amount of additional compensation, and memorialilO the terms in a wrrtten amendment to this Agreement 2.4 Help and Support. PerkMobile agrees to use Its reasonable efforts to ~$&1st lhe City with any technica l support UlaJ the City may reasonably require in relation to using lhe Services. In furtherance or the foregoing . ParkMobile agrees to provide the City with preventative maintenance, corrective maintenance, adaplive m~lntenance and online. on-site and telephone suppOtt with respect to the Services. Each of PetkMoblle end the City &hall promptly notify lhe other of any errors or interruptions that arise during the City's use of the Platform. the Park.Mobile Application or the Services hereunder. 2.5 Errors and corrections. In the event of any errors or ,nterruptions In lhe Services, ParkMoblfe's sole and exclusive obligation shall be to use reasonable efforts lo repeir or restore thal portion of the Services as prompUy as possible. Repair may lake the form, at the opiion of ParkMobila, as the caso may be, or: (i) corrected soflware applicable lo the Services; (ii) corrected material& in herd copy or electronic form describlng the use and operation of tho software appllcable to the Services, lnclud 1ng any manuals and programming toots: (iii} Instructions or procedures to bypass the problem unbl a more permanent correction can be implemented; or (iv) correction/darification of the functional definition of the Services 2.6 Publicity of Services. Al l brochures and promotional materials ro be distributed by ParkMobile and the City In conne<:Uon with the Servt<;es shell be ln a form mutually agreed Lpon by the parties. 2.7 Autt!9!ltY of PprtJ!fi Cooperation. Each party acknowfodges and agrees that ii has no authority to act on behalf of the other party other than as 681 forth In this Agreement or lo enter Into any oontract or to Incur any 1:abitlty on behalf or 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 ropros.enl, eilher orally or in writing, that ii 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 perlotm its dutios and obligations under this Agroomont In a timely manner. 2.8 Technology Sublicense. Subject to and condit10ned on Cily'r, end Its Authonzed Users· comphanoe with the terms and condrtions of this Agreement, all applicable laws and regulations, and City's payment of foes, ParkMobile hereby grants the City the nonexclusive, non-transferable, non-s1.1b-llcensable, revocable right and sublicense to access and use tho Platform during the Term, as Oefrned below. The c,ty shall not use the Platform for any use other than ,n conne<:t1on with the Sel'Vlces. The Qty acknowledges and agrees that (a) Park.Mobile sh811 be its exclusive source of the Platfonn for the Term; and (b) all Sorvices obtained by the City shall use the Plattorm as necessary The City has no interest in or right to use the Platform or any improvements thereto or modlficalions tt-iereor except as set forth herel11. fn all Instances. the City's 1.1se of the Platform shall inure to both party's benefit. During the Term or at any time thereafter, the City shall not comm it, or causo any third party to commit, any aci challenging. contesting, or impairing or attempting to impair Park.Mobile's right, lille and interest in and to the Platform or the val i dily lhereor 4 10 of 265 OocuSign Envelope ID: 13318CA0-0A78-4990-A928-A4468358915A Contract no.ll-051-01 2,9 Proposal Documents. Notwithstanding the description of ParkMob11e·s services and without limitation, ParkMobilo shell provide ony and all work and services as set forth in, and in accordance to the requirements or. the Proposal Documents (which ~,e attached as Exh ibit D hereto and ate hereby deemed Incorporated by reretenoo as If fully sel forth herein). SECTION3 !.fil!M The term or this Agreement rrerm5) shall commence on the date 1denlifie<J In the notice provided by the City Manager's Deslgnee s1aling 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 &><orclsed al tne Cit)' Manager·s sole option and discretion, by providing Vendor with written r1olice or same no less than thirty (30) days prior to the exp1rabon or the Initial term. Notwithstanding the Tem1 provided horeln, Vendor shall aohere to any specific ltme'ines, schedules, dates. andlor performance milestones for completion and delivery of the Services, as same ,stare set forth in the t1meline and/or schedule referenced In Exhibit C h~reto SECTION4 FEE 4.1 City shall reimburse ParkMobile as set forth in Exhibll B and in accordance with Section 4.6 ParkMobile m~y propose c1n increase in the end user fef;ls ouUinod in Exhibit B. not more onen than once in a calendar year, to adjust ror Inflation and any increase In lrie cost of ParkMobile providing the services to c,ty. All adjustments to the fees shall be valid upon the prior written approval of the City Manager or City Manager's Oes1gnee. City rate structure ~s vaned and includes flat and hourly rllles that differ for residents and visitors. However. other rates a'ldlor geographic areas may be added in the future. Tha rates specified herein shall commence on the date specified in lhe Signage lnstallallon Nohce to Proceed. 4.2. Paymont. The City shall serve as the Merchant of Record for ParkMoblle Application transactio11 fees and parking ratoa. Par1(Mobile shall invoice the City and the City shall issue a check to reimburse ParkMoblle in accordance with Section 4.6. 4.3 I!!.£!. ParkMobile's plices do not Include sales, use. revenue or excise taxes, and according I)', in addition to lhe price spocifiod harem, the amount of any sa les, use, excise or other similar tax applicable to lhe Services provided hereunder shall bo paid by lhe City, Including any taxes appl,cable on fees paid by the consumer. or, in lieu thereof, City shall p1ov1de Pa~Moblte with a lax exemption certificate issued by the appropriate taxinB authOrity. 4.3. BIiiing Disputes. The Oty shall not be entitled lo suspend paymant of any disputed invoices. Any d:sputes must be submitted to ParkMobile in wriling and with an explan~lion of .!.be reason for lite dispute, within forty-five ( 45) days. In the event lhal any payment dispule Is resolved in favor of tho City, ParkMobHe shalt credit Ctty on the immediately subsequent invoice Issued tc City 4.4. Expenses. Except as olheiwise provided herein, ParkMob!le shall nol ctiarge the City any costs for the integration of its system(s) or for the management of the project and the Services 5 11 of265 DocuSign Envelope ID: 13318CA0-0A78-4990-A928-A446B35B915A t·ontrat•f no.23--05 I .(IJ ParkMob,le shall charge the City for ordinary, necessary end reasonable lhtrd party costs only on direct cost bas,s and only af1er the prior written approval or lha City. 4.5 Merchant of Rocord for Prepayment Method For any fees collected by Parkmobile via prepaid cards, Google Pay, Apple Pay PayPal or a similar prepayrmmt application, the parties designate P4frl<Moblle as the merchant or record On a monthly basis, ParkMoblle shall provide the City a report of all transaction fees collected on lheir behalf and issue a reimbursement check to the City. All fees paid under lhis Section 4.5 shall be paid to the Qty no later than 45days after invoice. 4.6 lnvotc,1. Par1<Mobile wlll issue invo,oes to the Csty on a monthly basis for alt fees due lo ParkMoblle under this Agreement. All payments due under thlS Agreement shall be paid within thirty (45) days of the invoice date. All Invoices sholl lnciude a detailed description of the Ser\'ices (or portion thereof} providod. All invoices submitted to the City shall be submitted to the following address; Accounts Payable: Payables@rrnamibeach1i gov SECTION 5 TERM! NATION S.1 TERMINATION FOR CAUSE av THE CITY a. If either party shall ran to fulfill or otherwise violate any of lhe covenants, agreements, or stipulations In this Ag<eement. end such material breach remains uncorrected f0< thirty (30) days oner recelpl of notice by the other party, the olher party shall thereupon have the right to terminate the Agreement by 9ivln9 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 te,mioate b. In lhet event, the Cily shall compensate ParkMobile 1n accordance with the Agreement for all Services performed by PaikMobile prior to termination, net of any costs inC(Jrred by the City as a consequence of tho default c. NolWllhStanding lhe above, neither party shall be relieved of hab,ltty lo lhe other party for damages sustained by virtue of any breach of the Agreement 5.2 TERMfNATfON FOR CONVENIENCE OF THE CITY THE CITY MAY ALSO, THROUGH ITS CITY MANAGER, AND FOR ITS CONVENIENCE AND WITHOUT CAUSE. TERMINATE THIS AGREEMENT ANO THE SERVICES THEN REMAINING TO BE PERFORMED AT ANY TIME WITHOUT CAUSE BY GIVING WRITlEN NOTICE TO PARKMOBILE OF SUCH TERMINATION, WHICH SHALL BECOME EFFECTIVE THIRTY (30) DAYS FOLLOWING RECEIPT BY PARKMOBILE OF SUCH NOTICE. IF THE AGREEMENT IS TERM I NA TED BY THE CITY AS PROVIDED IN THIS SECTION, THE CITY SHALL COMPENSATE PARKMOBILE IN ACCORDANCE WITH l'HE AGREEMENT FOR All SERVICES ACTUAll Y PERFORMED BY PARKMOBIL£ PRIOR TO TERMINATION. NO COMPENSATION SHALL BE DUE TO PARKMOBILE FOR ANY PROFITS THAT PARKMOBILE EXPECTED TO EARN ON THE BAlANCE OF THF. AGREEMENT SLJCH PAYMENTS 6 12 of 265 DocuSign Envelope ID: 1331 BCA0-0A 78-4990-A928-A4468358915A C'on1rac1 no.2J-~ 1--0 I SHALL BE THE TOT AL EXTENT OF THE CITY'S LIABILITY TO PARKMOBILE UPON A TERMINATION AS PROVIDED FOR IN THIS SECTION AODITIONALL Y. IN THE EVENT OF A PUBLIC HEALTH. WELFARE, OR SAFE1Y CONCERN. AS DETERMINED BY THE CITY MANAGER, IN THE CITY MANAGE.R'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 ParkMobl~ may terminate ils performance under this Agreement only if the City deraults and falls to cure the default within rorty-five ( 45} days of rece iving written notice of a notice of default delivered pursuant to Section. Defaull by the City occurs if tho City faHs to perform one or more of Its material dulies under thii Agreement . If a default occuq; and ParkMobile wishes 10 lenninate the Agreement, then ParkMobll e must deliver a written notice to the City describing lhe default and the proposed termination date . lhe date must be at least thirty (30) days after lhe City receives nobce. ParkMobile, at ,ts sole option, may extend the proposed termination date to a later data. If tho City cures tha default bef~ the proposed termirn1U0n dpte, then lho proposed termination is ineffeclive , If the City does not cute the default before the proposed termination date, then ParkMobile may term inate its pe.1ormance under this Agreement on the tem1inatior, dale. 5.4 TERMINATION FOR INSOLVENCY Should Park.Mobile (i) make a general assignment for the benefit of creditors; (ii) instil1.1te liquidabon prti¢88Qlngs or pi-oceeefings to be adju~icatod as voluntarily bankrupt; (iii) consent to the fihl'M) of a. ~tltiofl' of oankruplcy against it, {1v) be adjudicated by e court or competent jurisdiction as baing bariktupt or insolvent; (v) seek reorganization under any bankruptcy aci; (v,) 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 mceiver, liquidator, trustee, or assignee in bankruptcy or in an insolvency covanng all or substantially iill of suth par1y's property or providing for the liquidation or dissolution or such party's property or bu~lness affairs; then, in any such evenl the Qty party, at its option and without prior notice, may terminate Uus Agreement effective immediately. In such avant, tho rights and obligations for the parties shall be the same as provided for in Section 5 5. 5.5 EFFECT OF lERMINATION a. Upon termination or expiration or th is Agreement, (1) th-8 City shall pay to PatkMobile any portion of the Fees then accrued and properly payab le under this Agreement, (ii) City shall promptly return to ParkMobile all materials in its possess ion with the performance of the Services hereunder; and (iii) City shall discontinue all use or the Platform and intellec1ual property or ParkMobila. b. Notwithstanding the exercise by any party of lls rights under this Arllcle 5, no termirwt1on ol this Agreement shall relieve either party of its liability for the paymenl or performance of any obligation accrued prior to the termination Cate (including any indemnification obligation arising 7 13 of 265 DocuSign Envelope ID · 13318CA0-0A7B-4990-A928-A446B35B915A <.~Mlflltl ao.2.1-0~1..01 hereunder, whether 01 nol notice of such Indemnification dalm has been given berore euch termination. or of any nghls or obligations under any other provisions, which, by their meaning or content, are intended to survive the termination hereof) SECTION& INDf:MNIEfCATION AND INSURANCE REQUIREMENTS 6.1 INOEMNIFICA TION Each party agrees to indomnify, defend and hold harmless (tha "Indemnifying Party"} the other pany and ds officers, employees, agents, end contractors (the wlndemnlfied Party"), ffom and against any and all actions (whether at law or in equity), cla i ms . tiabilrues, losses. end expenses. Including, but not limited to, attorneys' fees and costs, for personal, economic or bodily injury, wrongful death, loss or 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, ils officers. employees, sgentr;, contractors, or any other persoo or entity acting under lndemnlf ying Party oonlrot 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 shan pay all such claims and k>sses and shall pay ell such costs and Judgments which may be issued from any lawsuit arising from such cta,ms and losses. and shall pay ofl costs and attorney's fees expended by the Indemnified Party in the defense of such claJms end losses. Including appeals. The Indemnifying Party expressly underslands and agrees that any insurance protection required by this Agroemaot or otherwise provided by the Indemnifying Party shall In no way limit the Indemnifying Party's responsibility to ind emnify , 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-requ ired insurance in effect prior to awarding the agreement and for the duration of the agreement. The maintenance of proper insurance coverage is a matenal eloment of the agreement and failure to maintain or renew coverage may be treated as a material breach or the conrrac1. which couI<.1 resull in termination or the Agreement. A. Worker's C.Ompensalion Insurance for all employees of the vendor as required by Florida Statute 440, and Employer Liability Insu rance for bodily injury or disease Should the Vendor be exempt from this Stalute. the Vendor end eaeh employee shall hold the Cily harmless from any Injury incurred during the performance of the Contrac t. The exempt Vendor shall elso ~ubmit (i} a written statement detailing the number of employees and that they are not required to carry Wor1(e1-s· Compensation Insurance and do not anticip.,1la hiring any additional employees during the term of lhis cont,act or (ii) a copy or a Cel1ificate or Exemption B. Commercial General Liability Insurance on ari occurrence basis, inclu~ing products and complotod operations, property damage, bodily Injury, and personal & advort,sing injury with limits no less than $1,000,000 per ocCt1rrence, and $2,000,000 general aggregate. C . Automob1lo Liability Insurance covering any automobile, 1f the vendor has no owned automobiles. then coverage for hired and non-owned automobi}es, with a limit no less than S 1,000,000 combinetl per accident tor bodily Injury and property damc19e B 14 of 265 DocuSign Envelope ID: 1331 BCA0-0A 7B-4990-A928-A4468358915A r.cm1r11c1 110.1.J..051.0 I D. Umbrella Liab,hty lnsU/anoo in an amount no less than $5,000,000 per occurrence. The umbrell3 covot3go mutl be o~ brood o~ tho pnrnacy Gonoral Llabillty coverage. Additional Insured -City of Miami Beach must be included by endorsement as an addiUonal insured with respect to alt liability policies (except Professional Liability end Workers· Compensation) arising out of wort\ or operations performed on behalf of the Vendor Including materials, parts. or equipment futnished ir, oonneetion with such wol'K or operations and automobiles owned, leased, hired or borrowed In lhe form of an endorsement lo the Vendor's insurance. Notice or Cancellallon -Each insurance policy required aoove shall provide lhat coverage shall not be cancelled, except wilh Mlice 10 the City or Miami Boach clo EXIGIS lnsuranoa Complianc0 Services. Waiver or SubrogaUon -Vendor agroes lO obtain any endorsement that may be necessary to affect the waiver or subrogation on the coverages required. tiowever. this provision appllas regardless of whether the City has received a waiver or subrogation endorsement from the insurer. Acceptablllty of Insurers -Insurance must be placed with lmurars with a current AM. B85! ra1ing of A:VII or higher If not rated, except ions may be made for members of tho Florida Insurance Funds (1.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 Co\lerage -Vendor shall furn ish the City with orlglnal certificates and ~mandatory enoorsements, or copies or the apphcable insurance language, effecting coveragEt required by lhis contracl Alf certtr,cates and endorsements are to be received and approved by the City before work commences. However, failure lo obtarn lhe required documents prior to lhe work beginning shall not waive the Verwor's obligation to provide them. The City reserves the right to require complete, certiried copies of all requited insurance policies. Including ondorscmants, required by these specifications, at any hme. CERTIFICATE HOLDER ON ALL COi MUST READ: Cln' OF MIAMI BEACrl c/o EXIGIS Insurance Comphance Services P.O. Box 947 Murncta, CA 92564 Kindly subnut all certificates of insurance. endorsements , exemption letters ro our servicing a.gent. EXIGJS, al: Special Risks or Circumstances• The City o1 Miami Beach reserves the rigl1I to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other s~clal circumslances. Compliance with the foregoing requirements shall not relieve the vendor of 111s liab1hty and obl rgation under this section or under any other section ol th is agreernenl 9 15 of 265 DocuSign Envelope ID· 13318CA0-0A7B-4990-A928-A4468358915A Conlrll<"I no.2..\·0~J.(IJ Sl:CTION 7 LITIGATION JURI SPICTIQNNENUE/JURY TRtAL WAIVER lrus Agreement shall be construed In accordance with the laws of the State of Florida. Thts Agreement shall be enforceable in Miami-Dade Counly, Florida, end if legal action Is necessary by either party with respect to the enforcement of any or all of the terms or oonditions hefllin, exclusive venue for tho ooforooment or 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 juf)' of any civil litigation related to or arising out of this Agreement. SECTION 8 LIMITATION OF CITY'S UABIUTY The City desires lo enter into this Agreement only if in so doing the City can placo a limit on the City's liability for any cause of action, for money damages due io an alleged breach by the City or this Agreement, so fhal Its hablllly for any such bf~ch never exceeds one t11rtes the total amoul'\ts paid to ParkMob,le under th is agreement In lhe 12 month period preceding the event giving ~ to the claim . Vendor hereby expresses Its willingness to enlef into this Agreement with Vendor's recovery from the City tor any damage action for breach or contract to be llmltod to a maximum amount of one limes lhe total amount& paid to ParkMoblle under Chis agreement In lhe 12 monlh period preceding the event giving nse to the cla im Accord1ngly, and notwithstanding any other term or condition of this Agreement, Vendor hereby agrees that the City shall not bo liable to the Vendor for damages in an amount in excess of one times the total amounts paid to ParlcMobile under this agreement In the 12 month period preceding the event giving rise to the claim for any action or daim for breach of contract arising oul of the performance or non-performance of any obligations imposed upon the City by th is Agreement. Nothing contained in this seciion or elsewhere In 1hls Agreement is in any way intended to be e waiver of the lim1tatlon placed upon the City's liability, as set forth in Section 768 .28, Florida Slalules In no event shall any party be hable for consequential, special md,rect or Incidental damages, including but not limited to any damages resulllr1g rrom loss or use or profits arising out of or In connection with this agreement, whether In an actton based on contract, tort (including neghgence) or any other legal theory, even if the party has been advised of the possibllity of such oamagos . SECTION9 DUTY OF CAREJCOMPLIANCE WITH APPLICABLE LAWS/PATENT RIG!;fIS.i. COPYRIGHT; AND CONFIDENTIAL FINDINGS 9.1 DUTY OF CARE With respect to the perfonnance of the Services contemplated herein. Vendor shall exercise that dogree of skill, r..are. efliciency and d1hgence normally e.xerosed by reasonable persons and/or recognized professionals with respect to L~e performance of comparable work and/or services. 10 16 of 265 DocuSign Envelope ID 13318CA0-0A78-4990-A928-A4468358915A Contract no.2)-05(-(11 9.2 COMPLIANCE WITH APPLICABLE LAWS in its performance of lhe Services, Vendor shall comply with all applicable law&, ordinances, and regulations of the City, Miami•Oaoe County, the Swte of Florida, and lhe fe<feral government, as ~pplicable. 9.3 PATENT RIGHTS; COPYRIGHT; CONFIDENTIAL FINDINGS a. Parl<Mobile agrees to defend end indemnify City for all tosses, costs and damages resulting from a clalm and/or determination that the Services as supplied to the City infringe any Unlted States patent rights. copyrights or trademarks provided that: City promptly nobfies Parl<Mobile In writing upon City becoming aware of the axiitenoe of any such suit, action, proceeding or threat; allows ParkMobile sole control of the defense and/or setllemenl thereof: provide& such reasonabl~ cooperation as ParkMobile may require; and. makes no admltislons or other statements wt11ch may be prejudicial lo PafilMobile, In no event shall City consent to any Judgment or decree or do any other act In compromise of any such ciaim without ParkMob ile's express poor written consent. In no event will Pa~Mobllo be liable for the payment of any amount agreed lo In sottlemcnt without its express consent . b. In the event that the City Is enjoined from ,ts use of the Servt0es due to a proceeding based upon the Infringement of patent, copyright or trademark m the United States, ParkMoblle shall, at its option, either. promptly render the Servtoes non-Inf ringing and capable ol providing services as intended; or ii procure for City and its customers lhc right to contmuo usi ng lha Services, or iii rcplaco lhe Servie8ii with non-Infringing goods, or Iv remove the Services aod refund any expense of the City c. ParkMobile shall have no liability In respect of any claim based upon. use, operation or combination or the Set\•ices with software, hardware , data, or equiprnMI not supplied by ParkMobile ,f such infringement would have been avoided but for such use. operation or combination; or ii. use of the Services oth~r than in accordance with ParkMobihifs $pacifications if such infringement would have been avoided but fo, use of the Services not In accordance with ParkMobile specifications: or iir. Services lhal hove been modified by any party other than DPT if such infringeman1 would have boon avoi-ded but for such modification. d. Nedher 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 lhis Agreement and any information p,ovided by ttlO other party that is confidontialfy maiola1ned or proprietary or whic.ti derives value from not being generally known to persons who can obtain economic value from 11s disclosure or use or lhat a reasonable person would consider confidential. given the context) except. 11 17 of 265 DocuSign Envelope ID : 13318CAO -0A7B-4990-A928-A446B35B915A Contncl no,lJ-051--01 i. with the other pany's consent; ii. to empIoyee11, agent6 and conlractorr, wl\o have e "eed to know ln the dtE>chargt, or their duties end who are subject to a contractual obhgabon to keep such Information oonfrdent1al that Is al least as restrictive as this Agreement; or hi. when required to do so by law or by any bind ing 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: ,. already known to the receiving par1y at lho lime of disclosure hereunder (other than from the other party or ii& affiliates) as demonstrated by 115 wrttten records, ii. now or hereafter becomes publicly known other than through acts or omissions of tl'le re<:eivin9 party, or anyone to whom the rece ,vmg party disclosed such Information. Iii. disclosed to the receiving party, by a third party, under no Qbligation or confidentiality to the disclosing party or any other party; or ,v. independently developed by lhe receiving party without mliancij on the conf1denlial infonnation of the disclosing party as shown by Its wnlten records. Each party shall exercise reasonable commercial care in protecting lhe conf1dentiahly of the other party's confidential tnfonnation disclosed lo 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 bo disclosed in brear.h, and shall entitle that party to temporary or permanent Injunctive relief without proof of actual damages. SECTION 10 GENERAL PROVISIONS 10.1 AUDIT ANO tNSPECTIONS Upon reasonable verbal or written notice lo Vendor, and at any time during normitl bu~iness ~~i.e. 9AM -5PM, Monday through Fridays, excluding nstionally recognized holidays), tmd b .nttf3n as the City Manager may, In his/her reasonable discretion and judgmenl deem necessary, there shall be made available to the City Manager al ParkMobile's headquarters. and/or such representallves as the City Mana9(3r may deem ta aci on the City"s behalf, to audit, examine, and/ or inspect, any and all other documents and/or records relating 10 all matters covered by this Agreement Vendor shall maintain any and all such records at 11s place of business at the address sat forth In lhe YNobces' section of this Agreement. 10.2 INSPECTOR GENERAL AUDIT RIGHTS (A) Pursuant to Section 2-256 or the Code of the City ot Miami Beach, the City has establishea lhe Office or the Inspector General which may, on a random basis, perform reviews. audits, inspections and investigations on alt City contracts, throughout the duration of said contracts . This random audit is separate anc:1 distinct from any olher audit performed by or on behalf of the City. 12 18 of 265 Do cuSign Envelope ID : 1~31BCA0-0A7B-4990-A928-A446B35B915A ContrK( na.23-051-Dl (B) The Office of lhe Inspector General 1s auttwnzed to mvestigate Cny affairs and empO\vered to review past, present and proposed City programs, accounts. records, contracts and transactions. In addition. the Inspector General has tho power to subpoena witnesses. administer o~th$, require the production of witnesses end monitor City prajects and programs. Monlto;-ing of an existing City project or program may include a report concerning whether the projec1 is on lime. within budget and in conformance with the cootrscl documents and applicable law . The Inspector General shall have the power to audit, investigate, monitor, oversee, in$poct and review operations, activities, performance and pf0Cllrement process Including but not llmlled to projett design, bid specifications. (bid/proposal) submlttals, activities of the Vendor, its officers. agento and employees. lobbyists. City Slaff and elected officials to erasure compliance with the contract documents and to detect fraud and corruption . Pursuant to Section 2-378 ol the City Code, the City is allocating a percentage of its overall annual contract expenditures to fund the activities and operahons ot ttie Office of Inspector General. (C) Upon ten (10) business days wrilten notice to the Vendor, the V~mdor shall make all requested records and documenls available lo the Inspector General for inspection and copying. The Inspector General is empowarod 10 retain tho services of independanl private sector auditors to audil , investigate, monitor, oversee, inspect and review operations activities, performance and procurement process including bul not limited to project design. bid specifications. (b id/proposal} submillals, activities of tne Vendor its omc~rs, agents and employees. lobbyists. City staff and elected officials to ensure compliance with the contract documents and ro doteci fraud and corruption. (D) The Inspector General shal · have the right to Inspect and copy all documents and records in lhe Vendor's possession. cvslody or control which in the Inspector General's sole judgment, pertain lo performance of the contract, except to the extent such records conta ln personally identifiable information, induding, but not t,mited to original estimato files , change order estimate fi!os, worksheets. proposals and agreements from and with succossful subcontractors and suppliers, all project-related coffespondence. memoranda . instructions. financial documents, oonstrucbon documents, (bid/proposal} and contract cJocuments. back-cilange documents, all documents and records which involve cash , trade or volume discounts, insurance proceeds, rebates. or dividends re-ceivod, payroll and personnel records and supporting aocumentation for me aforesaid oocun1en1s aoo records (E) The Vendor shall make avallable at tts office at all reasonable timos the records, matorials, and other evidence regarding the acquisition {bid preparation) and performance of this Agreement, for examination, audil, or reproduction, unlll lhree (3) years after final payment under this Agreement or for any longer period required by statute or by other clauses of this Agreement. In addIt1on: 13 19 of 265 DocuSign Envelope ID· 13318CA0-0A78-4990-A928-A4468358915A C-on1r1m t10.?.\,(151-fH If this Agreement is completely or partially terminated, the Veodor shall make available reoords relating to lhe work terminated untll three (3) yeat'6 afler any resullJng final termination selUemenl; and ii. Tha Vendor shall make available records relating to appeals or to litigaoon or the &ettlemen1 or claims aris ing under or relating lo this Agreemont until such appeals. libgatlon, or claims are finally resolved . (F) The provisions in this section shall apply to the Vendor, its officers, agents. employe~. subcontractor1i and suppliers. Tho Vendor shall incorporate the provisions in this section in all subcontracts end all other agreements executed by the Vendor In conoeclion with the performance of this Agreemenl (G} Nothing in this &ection shall impa ir any independent right to the City to conduct audits or investigative ac1ivlties. The provisions er this section are neither intended nor shall they be construed to impose any llab il1ly en the City by the Vendor or third parties . 10.3 ASSIGNMENT, TRANSFER OR SUBCON§ULTING Wi1h the exception of an assignment to PerkMobile's parent company, Vendor shall not subco:1tract. assign, or transfer all or any portion of any work and/or service under this Agree"Tlenl without the pnor wntten consent of the City Manager, which con5ent. if given al ell, sh~ll be io the Manilger's t.olo judgment and di&cretion . Neither this Agreement, nor any term or provis ion hereof, or right hereun<'er, 5tlall be assignable unless as i!pprove<t pursuant lo thi$ secliOll, and any attempt to make such ass,gnrnenl (unless approved) shall be void. 10.4 fYBLIC ENTITY CRIMES Pr,or to commencement of the Services. the Vendor shall files State of Florida Form PUR 7068, Swom Statement under Section 287., S3(3)(a) f=lorida Statute on Public Entity Crimes with the Crty"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 tho grounds of raco, color. national origin. sex. age, disabiitty, religion, Income or family status Additronally, Vendor shall comply fully with ttte City of Miami Beach Human Rights Ordinance. codified in Chaptar 62 of the City Code . as may be amondeo r,om time to time, prohibiting discrimination in employment, housing, public accommodations. and public services oo accounl of actual or perceived race, color, national origin, religion, sex, inlersexualily, gender identity. sexual orientation. marital and familial status, age, disability, ancestry, height, weight, domestic panncr status, labor organization membership, familial ,iituation, or political affiliation . 10.6 CONFLICT OF INTERESl' Vendor horom agreos to adhOre to and be governed by all applicablo Miami -Dado County Conflict of lnleresl Ordinances and Ethics provisions, as set forth In lhe Miami-Di:3de County Code, as may be amended from bme to lime; and by the City of Miami Beao-1 Charter and Code. 14 20 of 265 DocuSign Envelope ID: 13318CA0-0A78-4990-A928-A4468358915A Contract no.2]-DSl--01 as may be amenaed f10tn litne to lJ,ne; both of which are ir,corporaled by reference as If fully set forth herein,. Vendor covenants that ,t presently hli!s no interest and shall not acquire any Interest. directly or indiroctly, which could conflict in any manner or degree wilh the performance or the Services Vendor further covenants I.hat ltl the performance or this Agreement, Vendor shall not employ any person ha'o'lng any such interest. No member of or delegate to the Congress of the United States shall be admitted to any shore or part or this Agreement or to any bonefils ariGing therefrom. 10.7 VENDOR'S COMPLIANCE WITH FLORIDA PUBLIC RECORDS LAW (A) Vendor shall comply with fl-Orida Pt.1blic Records law under Chapter 119. Aori4a Sta11.Ies, as may bo amended from time to lime. (B) The term •public reoordsu shall have the meaning set forth m Section 119.011( 12), which means all documents, papers, letters, maps, books, tai>e$, photographs, films. sound recordings, data processing software, or other material. regardless or the physical form, characteristics. or means or transmission, made or received pursuant to law or ordinance or in connection wllh the lransactlon of official business of the City. (C> Pursuant lo Section 119.0701 of the Florida Statutes, if tho Vendor meets the definit ion of "Contractor' as defined In Section 119.0701( 1 ){a), the Vendor shall . ( 1) Keep and maintain pubhc records required by the City to perfom, the service; (2} Upon request from the City's custodian of public records, provide the Qty with a copy of the requested records or allow the records to be lnspectod or copied within a reasona~e lime at a cost that does not exceed the cost provided In Chapter 119, Florida Statutes or as otherwise pro'>'lded by law; (3) Ensure that public records that are exempt or confidential and exempt frorn p1.bhc records disclosure requirements are not disclosed, except as authorized by law, for the duraUon of tho oonlracl term anti fallowing oompletion of the Agreeme111 if the Vendor doos not transfer the records to the City; (4) Upo" completion of the Agreement, transfer, at no cost to the City, alt pubhc records In possession of lhe Vendor or keep and maintain public records required by the City to perform Iha service. If the Vondor transfers al! public records to the City upon completion of the Ag,eement, lhe Vendor shall destroy any duplicate public reeords that are exempt or confidential and exempt from public records disclosure requirements. U lhe Vendor keeps and maintains public records upon completion of the Agreemen1, the Vendor shall moot all applicable requirements for retaining put>lic recorcts. All records stored electronically must be provided lo the City. upon request rrorn the City's custodian of pubhc records, In a format that Is compal!ble with the in1ormallon technology systems of the City. (D) REQUEST FOR RECORDS; NONCOMPLIANCE ( 1) A requesl to lnspecl or copy publrc records relating to the City's contract for seMces must be made directly to the City. If the City docs nol possess tho requested records, the City shall immooiately notify the Vendor or the request, and t11e Vendor must provide the record~ to the City or allow the rncords to be inspe<::led or copied wllh1n a reasonable tirne. 15 21 of 265 DocuS1gn Envelope ID · 13318CA0-0A7B-4990-A928-A446B35B915A . Contra.cl 110.%3-DSI-0I (2) Vendor's failure to comply with the Cily's request for records shall constitute a breach of this Agreement, and the City, at its sole d,screlion, may . {1) unilaterally lerminate the Agreement (2) avail Itself of the remedies set f otth unda, the Agreement; and/or (3) avarl itself of any available remedies at law or In equity. (3) A Vendor who falls to provide the public records lo the Qty within a reasonable lime may be subject to penalt~s under s, 119.10. (E) CIVIL ACTION. (1) tr a civil action is filed against a Vendor to compei production of public records relating to the Ccty's contract for sel'Vices, the court shall assess and award against the Vendor the reasonable costs of enforcemonl, including rQasonable attorneys· raes, if: a The oourt determines that lhe Vendor unlawfully ref used lo comply with the public records request within a reasonable lime; and b. Al least 8 business days before filing the action, the plaintiff provided written notice of the public records request, Including a statement lhsl the Vendor has not complied wllh the requ.est, to the City and to the Vendor. (2} A nolice complies with subparagraph (1)(b) If ii Is sent to the City's custodian of public records and to the Vendor at the Vendor's address listed on its contract wilh the City or to tho Vendor's registe,ed agent. Such notices must be sent by common carrier delivery service or by registered, Gtobal Express Guaranteed, or certified mail, with postage or shipping paid by the sender and with evidence or delivery, which may be in an electronic format. (3) A Vendor who complies with a public rocords request within 8 business days after the notice 1s sent Is not liable for the reasonable oosts of enforoemenl !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@MJAMIBEACHFL.GOV PHONE: 305-673-7411 10.8 FORCE MAJEURE (A) A "Force Majeure" event ,s an evenl that (1) In fact causes a delay In the performance of the Vendor or the City's obligations under the Agreement, and (1i) Is beyond the reasonable control of such party unable to perform the obligation, and (iii) is not due to an Intentional acl, error. omission, or negligence of such party. and (iv} cou ld not have reasonably been foreseen and prepared for by s1.1ch party al any lime prior lo the occurrence of the event Sub,ect to the foregoing cnteria. Force Majeure may include 16 22 of 265 DocuS1gn Envelope ID 1331 BCA0 -0A 7B-4990-A928-A446B35B915A Conlnict nu,23 -051--01 events such as war, civil insurroclio,,. riot fires, epidemics. pandemics, terrorism, sabotage, Qxploeions, omb.,rgo restrictions, qLJorantinc: restrlctJons. tronsportatlon accidents, strikes. stro~ hurticanes or tornadoes, earthquakes, or other acts of God whlch prevent perlormance. Force Majeure shall not indude technological impossibility, Inclement weather. or failure to secure any of the required permits pursuant Co the Agreement (B) If the Clly or Vendor's periorinance 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 caso wilhin fifteen (15) business dilys thereof. provide notice: (I} of the occurrence cf event or Force Majeure, (ii) of the nalure of the event and the cause thereof, (Iii) of the anticipated Impact on the Agreemen~ (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 Umoty delivery of the notice of the occurrence of a Foroe Majeure event is a condition prooedent to allowanoe of any rehef pursuant to this section; howe\•er, receipt of such notice shall not oonstilute acx;eptance I.hat the event claimed lo be a Force Majeure event iS In fact Force Majeure, and the burden of proof of the occurrenre or a Force Majeurc event shall be on the requesting party . (C) No party hereto shall be liable for ils failure to carry out its obl,gallons under the Agreement during a penod when such party Is rendered unabre. In whole or In part, by Force MaJeure lo carry out such obligations. The suspension of any of the obligations under this Agreement due to a Forco Majeuro even1 shall be of no greater scope and no longer d\Jrauon lhan Is reciuired. The party 6hall use its reasonable best efforts to continue to perform its obligations hereunder to lhe extent sueh obhgallons are not affected or are only partially affected by the Force Majeure event, and lo correct or cure the ovont or condition excusing performance and olhorw1se to remedy Its inability lo perform to the extent its inability to penorm is the direct result of the Foree Majeure even! with till reasonable dispatch (D) Obligations pursuant to the Agreement that arose before the occurmncc of a Force Majeurc event, causmg the suspension of perfotmance. shall not be excused as e result of such occurrence unless such occurrence makes such performance not reasonably possible . The obhgallon lo pay money in 0 timely manner for obligal.Jons and liabi lities which matured prior to the occurrence of a Force Majoure event shall not be subject to lhc Force Majeure provisions. (E) Notwithstanding any other provision lo the contrary herein, in the event of a Force MaJeure occurrence, the City may, at the sole discretion of tho City Manager, suspend tho City's payment obligations undor tho Agreement. and m~y take such ac1ion wilhoul regard lo the nptlr,e requirements horaln . Additlonally, rn the event thet an 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 or the City Manager, torminato the Agreement on a givon dat~. by giving written notice to Vendor or s~ch termination If lhe Agreement Is term,nated pursuant lo lhis section, Vendor shall be paid for any Services sallsfaclonly performed up to the dale o1 lermlnalion; rollowmg which the City shail be discharged from any and all Ii.abilities. duties , and lerms arising out of, or by virtue of, this /,greemont lo no cvont wlll any condition of Force Maje11re extend lhis Agreement be)•ond its $lated term - 17 23 of 265 DocuS1gn Envelope ID : 13318CA0-0A7B-4990-A928-A446B35B915A Coutract ao.23-051-01 10.9 E•VERIFY (A) Vendor shall comply with Section 448 _095, Florida Statutos. •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 wllh and use the E-Verify system lo verify the wOtk authorization status of all newly hired employees during the Term of the Agreement. Addrtlonally, Vendo r shall expressly require any subcontractor perfonTling work or providing services pursuant to tho Agreement to likowise utiliZe the U.S. Department of Homeland Security's E-Verify system to verify the employment eligfbilrty of all now employees hired by the subcontractor during the contract Term If Vendor enters Into a contract with an approved subco ntractor, the subcontractor must provide the Vendor with an affidavit stating that the subcontractor does not employ, contract with, or subcontract with an unauthorized ali en. 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. {8} lERMINATION RIGHTS. ( 1) 1r the City has a good faith belief that Vendor has knowlngly viola!oo Section 448.09(1), Florida Statutes, the City shalt terminate 1his Agreement with Vendor for cause. and the City shall thereafter have or owe no f urlher obligabon or llabllily to Vendor . (2) If the City has a good faith belief thal a subcontractor has knowingly violated the foregoing Subsection 10.9(A), but the Vendor otherwise complied wilh &uch subsection, the C,ly will promptly notify the Vendor and order the Vendor to immediately terminate the Agreement vlith the subcontractor. Vendor's failure lo terminate a subcontractor shall be an event of default under this Agreement, entitling Ctty to tenninata tha Vendor's contract for cause. (3) A contract term inated under the foregoing Subsection (BX1) or (8)(2) is not ,n breach or contract 8/ld may m>I be considered as such (4) The City or Vendor or a subcontractor may hie an action wrth the Circuit or County Court to challenge a termination under the foregoing Subsection (6)(1) or (B)(2) no later than 20 calendar days after tho date on which tho contract was tenninated. (5) If the City terminates the Agreement with Vendor under me foregoing Subsection (B)(1), Vendor may nol be awarded a pubhc conlract for at feast 1 year after the date of termination of this Agreement. (6) Vendor is liable for any additional costs incurrnd by tho City as a result ol tho termination of this Agreement under this Sectio n 10.9. 1010 TRAOEMARKSi PROMOTION MATERIALS Parkmobile hereby grants the City a non-transferable, noo-sublicensable . non-exelusive license 10 use Us name and trademarks. w1tttoul modification unless approved by Parkmoblfe. solely rn connection with lhe City's marketing and use of the Services in lhe City facilities. 10.11 STATUS MEETINQS On periodic basis, but not less than quarterly. upon request. an appropriate representative or each party shall conducl a joint meeltng to discuss the status or the Services. as well as lo answer questions, gal.her information and reso lve disputes that may occur from time to limo It is the expectntion of tho parties lhal tho mpresantatives or the parties shall communicate directly with 18 24 of 265 DocuS1gn Envelope ID . 1331 BCA0-0A 7!3-4990-A928-A446B35B915A C«Jlllrllrl ho,1.1-05 J.i)I one another and work directly with one another to ensure that all services provid~d hereunder ~ro completed on~ timely and complete b()sl:.. All meetings pursuant to this Soction 10.11 may be race to face, video or telephonic rneebngs as may be egreed upon by the parties. Each patty shall bear Its own costs of attending or participating in 5uch meetings. 1 D.12 SIGNAGE ParkMoblle shall, at no cost to the City, coordinate with PayByPhone to design, ptocure, and deliver all signage for lhe Parking Locations, including any signage necessary to rep lace outdated signage placed at a Parking Location under a previous agreement. All signago shall include information for both the City's other mobile parking payment provider, Pay8yPhone, and Parl<Moblle equally. ParkMobile ana PaySyPhone shall coordinate the production or the Signage and shall secure the prior written approval of the City. Upon receiving approval from the Cily, ParkMobile and PayByPhone shall produce and deliver all Sign.age to the City. The Cily shall ba responsible for the costs or all subsequent Slgnago for go-live o~ additional phase areas, The City Is responsible for lhe loslalleillon of all signs and decals. The number of signs included for a Parll:ing Location shall be mu1ually agreed upon by the City. PayayPhone, and ParkMqbilo for each Parking location. SECTION 11 fiOTICES Until changod by nolice, in wrttiog, ail such notices and comrnunicalions shall be addressed as follows TO VENDOR: TO CITY: ParkMobile. LLC 1100 Spring Street Northwest, S1.ute 200 Athmta, GA 30309 Attn: Brooke Krieget for legal noticos: . l('Jith a Ct>P.V lQ Pa.rkM~~-s Legal Department al the ebova sa,drMS a._t\d lo t~i-Mlices@pa r krnoblie ·'!~ City of Miami Beach, Parking O(}partmcnt C/O Parking Dlrec1or 1755 Merfdian Avenue, 2,..; Floor Miamt Beach. Florida 33139 MQD.LgBeJ!rnn@m iamit-1,gru;hfl.go~ All notices mailed efectronically to either party shall be deemed to be sufficiently transmilled. SECTION 12 MISCELLANEOUS PROVISIONS 12.1 CHANGES AND ADDITIONS Tnis Agreomonl cannot be modified or amondcul without tho express written consen1 of the parhes No mod1ficaHon, amendment. or alteration of the terms or conditions contained herein 19 25 of 265 OocuS1gn Envelope ID: 13318CA0-0A7B-4990-A928·A446B358915A Contriu:l nn.23-0SI-Ol shall be effective unless contained in a wntten document executed with the same formality and of oquol dignity horewilh. In the ovont Chent wishes to add new Parking Locations In addition to the Initial Parking Locations (lhe "Additional Parking Locations·) or lo add parking spaoes to an existing Parking Locatton, the amendment wlll be effective against both parues ,r ii Is In the form or email between implementeUon personnel of the partiea and, effective the dale of such email, the Appendix A wlll be read to include theso Additiona l Parking L~ations or parking spaces . 12.2 SEVERABfL!TY If any term or provision of this Agreement is held invalid or unenforceable, the remainder or this Agreement shall not be affected and evory other tenn and provision of this Agreement shall be vali<J and be enforced to the fullest extenl permitted by law. 12.3 WAIVER OF BREACH A party's failure to enforce any provision of lhis Agreement shall not bo deemed a waiver or such provislOn or modification of this Agreement. A party's waiver or any breach of a provision of this Agreement shall not be deemed e waiver of any subsequent breach and shall not be coosttued to be a modification of the terms of this Agreement 12.4 JOINT PR.EPAM TION The par1ie5 hereto acknowledge that they have sought and received whatever competent advice end oounsel as was necessary for them to rorm a full and complete understanding of ell rights and obligations herein and !hat lhe preparation or this Agreement has been a joint effon of the parties , the language has been agreed to by parties to express their mutual intent and the re$ullmg docume nt sha ll not , solely as a matter of judicial oonstructlon, be construed more severely against one of the parties than the other. 12.S REPRESENTATIONS and WARRANTIES Each ol ParkMoblle and City hereby represents . warrants, alld covenants lo the other party hereto as follows : (a) It is duly organized end validly existing undet lhe laws or the state of ,ts lncorporabon and has full power and authority lo carry on its business as it is now being conducted and to awn and oporale its proporties and assets; (b) The execution, delivery and performance of llus Agreement by such party has been duly euthonzed by all requisite corporate or lfmiled liability company action , as applicable ; (c) It has the power and aulho,1ty to execute and deliver this Agreement ancf to perform its obhgauor,s hereunc,er; and (d) Tho o,cecuhon, delivery and performarico by it of this Agroemont and Its comp hance \\~th the terms and prov1sio~1> he1eof do not and will not conflict with or rosult in a breach of any of the terms or provismns or or constitute a default under the provisions or lls charter documents or bylaws. or any order. wrtt, injunction or decree of any court or governmental authority entered against it or by wh ich any of its property is bound . 20 26 of 265 DocuSign Envelope ID: 13318CA0-0A78-4990-A928·A446835B915A C11n1n1c1 no.l.,-OSl-tlJ 12.6 DISCLAIMER OF WARRANTIES THE SERVICES ARE PROVIDED "AS IS" AND WITH ALL FAUL TS 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. DIRECTl. Y OR INOIRECTL Y, INCLUONG WITHOUT LIMITATION, ANY WARRAN'TY OF OONDITION, 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 SE PERFORMED HEREUNDER BY SUCH PARTY OR THE RE.SUL TS OBTAINED THEREBY. 12.7 ENTIRETY OF AGREEMENT The City and Vendor agree tr.at this is the entiro agreement botwoon the partia$. This Agreament sup8fSedes all prior negotiations, correspondence, conversations, agreements or understandings applicable to the matte,s conta,ned herein, end there are no commitments, agreemenla or understandings coneammg the subject matter of this Agreement that are not contained in this document TIUe and paragraph headin911 are for convenient reference and are not intended to confer any rights or obhgalions upon the par1ies ro this Agree men!. {REMAINDER OF THIS PAGE LEF1 INTENTIONALLY BLANK] 21 27 of 265 OocuS,911 Envelope ID 13318CAO-OA 71:!·4\JY IJ ·A\J28-A446B3569151'\ Contract ao.ll-051-01 IN WITNESS WHEREOF', the parties hereto have caused {his Agreement lo oe executed by their apprni:irialt: uff11,~I:., ti::. uf II 11:: ddlt: lu l>I t:lllt!IW ill>ove FOR CITY. ATTEST By Rafael Granado . City Clerk l~Ak 5 -202 4 FORVENDOB. Date CITY OF MIAMI BEACH. FLORIDA APPROVED AS TO FORM & LANGUAGE & FOR EXECUTION /,. ~-J I <,!...:J111·' ',.!., • ~-1_·1 "JI • -, _:' J ,,_i\·t t-~ 'r<Sit1 '\¾::.. ~-1/l.") .,.. City-Attorney ~-•' • Date ' ' 2 2 28 of 265 DocuSign Envelope ID: 1331 BCA0-0A 7B-4990-A928-A4468358915A EXHiBIT A SERVICE AGREEMENT 23 29 of 265 Conlrart no.ll-OSl•DJ @ ParkMobile" Exhibit A ParkMobile Service Agreement For the purposes of this Exhibit A, "ParkMobile " shall mean Parkmobite, 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 1.1 General. During the term , ParkMobile will provide the Services to Client in accordance with the terms and conditions of this Agreement. 1.2 Launch Date. The parties will mutually agree upon the launch date for the Services . 1.3 ParkMobile Application. On and after the launch date , Client's Parking Locations , along with associated Parking Information, will be made available to the general public through the ParkMobile Application. 1.4 Parking Management Services. Subject to the license granted in Section 2, Client will be provided access to the Platform to manage Client's Parking Locations and associated Parking Information . 1.5 Parking Locations. The parties agree that ParkMobile does not own , operate . manage , or mainta in any Parking Location. Client agrees that ParkMob ile is not responsible for the condition or operation of any Parking Location , including, but not limited to , the operation of third-party hardware and /or software-based solutions used by Client at the Parking Location or for the delivery and /or fulfillment of parking or other services at the Parking Location. 1.6 Publicity of Services. Each party will use commercially reasonable efforts to market the Services throughout the Term. All brochures and promotional material to be distributed by Client will be in a form mutually agreed upon by the parties, wh ich will not be unreasonably withheld or delayed . 1.7 Reserved. 1.8 PCI DSS. ParkMobile has obtained , and will continue to maintain throughout the term , Payment Card Industry - Data Security Standard (PCI DSS) certification. 1.9 Online Client General Terms & Conditions. The parties agree that this Agreement supersedes the Client General Terms and Conditions that is publ icly available at https ·//pa rkmob ile.i o/cl ient-terms with respect to the Services provided under this Agreement. However, in the event of a conflict between the terms of this Exhibit A and the Professional Services Agreement , the terms of the Professional Services Agreement shall govern . 2. ACCESS & USE OF PLATFORM 2.1 Provision of Access. Subject to and conditioned on Client's and its Author ized Users' compliance with the terms and conditions of this Agreement , all applicable laws and regulations , and Client's payment of fees , ParkMobile grants Cl ient a non-exclus ive , non-transferable right to access and use the Platform during the Term . Such use is limited to Client's internal use . ParkMobile will provide Client the Access Credentials w ithin a reasonable time following the Effective Date . 2.2 Documentation License. ParkMobi le hereby grants to Client a non-exclusive , non-sublicensable , non-transferable license to use the Documentation during the Term solely for Client's internal business purposes in connection with its use of the Services. 2.3 Use Restrictions. Client will not. directly or indirectly , and will not permit any third party to , access or use the Platform except as expressly permitted by this Agreement. For purposes of clar ity and without limiting the generality of the forego ing , Client shall not , except as this Agreement expressly permits : (a) copy , modify , or create derivative works of the Platform or Documentation , in whole or in part; (b) rent , lease , copy, lend , sell , sublicense , assign, distribute , publish , transfer , or otherwise make available the Platform or Documentation to any person or entity ; (c) reverse engineer, disassemble, decompile , decode , adapt, or otherwise attempt to derive or gain access to any software component of the Platform , in whole or in part ; (d) bypass or breach any security device or protection used by the Platform or access or use the Platform other than by an Authorized User through the use of his or her own then valid Access Credent ials ; (e) remove any proprietary notices from the Platform or Documentation ; (f) use the Platform or Documentation in any manner or for any purpose that infringes, misappropriates , or otherwise violates any IP Right or other right of any person , or that violates any applicable law; (g) intentionally upload invalid data , malware , or other software agents through the Platform ; or (h) use the Platform for any purpose beyond the scope of the access granted in this Agreement. 2.4 Reservation of Rights. Nothing in this Agreement grants any right, title, or interest in or to (includ ing any license under) any IP Rights in or relat ing to , the Services , whether expressly, by impl ication , estoppel , or otherwise . All right , title , and interest in and to the Services are and will remain with ParkMobile . PSA-LF rev 09/22 Page 1 of6 30 of 265 @ ParkMobile 2.5 Changes. ParkMobile reserves the right, at ParkMobile's sole cost and in its sole discretion, to make any changes to the Services that it deems necessary or useful to: (a) maintain or enhance: (i) the quality or delivery of ParkMobile's services to its customers; (ii) the competitive strength of or market for ParkMobile's services; or (iii) the Services' cost efficiency or performance; or (b) to comply with applicable law. 2.6 Suspension or Termination of Services. Notwithstanding anything to the contrary in this Agreement, ParkMobile may suspend, terminate, or otherwise Client's, any Authorized User's, or any other person's access to or use of all or any part of the Services, without incurring any resulting obligation or liability, if: (a) ParkMobile receives a judicial or other governmental demand or order, subpoena, or law enforcement request that expressly or by reasonable implication requires ParkMobile to do so; or (b) ParkMobile believes, in its good faith that (i) Client or any Authorized User has failed to comply with any material term of this Agreement, and has failed to become compliant within thirty (30) days of ParkMobile's written notice to do so, or Client has accessed or used the Services beyond the scope of the rights granted or for a purpose not authorized under this Agreement; (ii) Client or any Authorized User is, has been , or is likely to be using the Services for fraudulent, misleading, or unlawful activities; (iii) there is a threat or attack on any of the Services; (iv) Client's or any Authorized User's use of the Services disrupts or poses a security risk to ParkMobile or to any other client, end user, vendor or partner of ParkMobile; or (v) this Agreement expires or is terminated. This Section does not limit any of ParkMobile's other rights or remedies, whether at law, in equity, or under this Agreement. 3. CLIENT RESPONSIBILITIES 3.1 Use of Platform Account. Client is responsible and liable for all uses of the Platform resulting from access provided by Client, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. Client must notify ParkMobile immediately of any breach of security or unauthorized use of Client's account. 3.2 Parking Information. Client is responsible for setting all rates, zones, and other required information regarding its Parking Locations offered through the ParkMobile Application and for keeping such information up to date within the Platform. 3.3 Effect of Client Failure or Delay. ParkMobile is not responsible or liable for any delay or failure of performance caused in whole or in part by Client's delay in performing , or failure to perform, any of its obligations under this Agreement. 4. SERVICE AND SUPPORT 4.1 Scheduled Maintenance. ParkMobile will use commercially reasonable efforts to schedule downtime for routine maintenance of the Services between the hours of 12 :00 a.m. and 4 :00 a.m., Eastern Time; however, ParkMobile may modify this window from time-to-time by providing Client with advance notice. If ParkMobile anticipates that it will need to perform maintenance activities that are likely to be disruptive to the use of the Exhibit A ParkMobile Service Agreement Services outside of the scheduled maintenance window , ParkMobile will use commercially reasonable efforts to give Client at least 24 hours prior notice. Notwithstanding the foregoing, ParkMobile reserves the right to perform any required emergency maintenance work outside of the scheduled maintenance window. To the extent practicable , ParkMobile will use commercially reasonable efforts to notify Client before commencing any emergency maintenance outside of the scheduled maintenance window and will use commercially reasonable efforts to limit or avoid impact to use of the Services. 4.2 Client Support. ParkMobile will use commercially reasonable efforts to assist Client with any technical support that Client may reasonably require in using the Services. ParkMobile will provide technical support for rate and configuration changes to Client Monday -Friday (excluding holidays) between the hours of 8:00 a.m. and 6:00 p.m. (ET). For issues relating to On-Demand Parking Services, Client may submit a support request via email to support@parkmobile .io . For issues relating to Reservation Parking Services, Client may submit a support request via email to prs@parkmobile .io . ParkMobile will provide Client with emergency technical support 24 hours a day, seven days a week, 365 days a year. In the event of an emergency involving technical and/or system availability issues, Client may contact the on-call engineer via email to appl1cationsupport@parkmobile .10 . 4.3 End-User Support. ParkMobile will provide customer support for ParkMobile Users 24 hours a day, seven days a week, 365 days a year. There are multiple methods that ParkMobile Users can access customer support, such as : ParkMobile's online ticketing system, in-app chat feature , and toll-free phone number. 5. CONFIDENTIAL INFORMATION 5.1 General. Neither party will disclose the other party's Confidential Information except to its employees, affiliates, agents, or professional advisors ("Representatives") who need to know it and who have a legal obligation to keep it confidential. The receiving party will use the disclosing party's Confidential Information only to exercise rights and fulfill obligations under this Agreement. The receiving party will ensure that its Representatives are also subject to the same non-disclosure and use obligations. The receiving party may disclose the other party's Confidential Information when required by law after giving reasonable notice to the disclosing party, if permitted by law. 5.2 Personal Data. In the event a party discloses Personal Data to the other party, the receiving party will have the right to use the Personal Data only as required and necessary to perform its obligations under this Agreement. 6. INTELLECTUAL PROPERTY OWNERSHIP 6.1 6.2 Client Data. Client Data remains the sole and exclusive property of Client. Client grants ParkMobile a perpetual , irrevocable, royalty-free license to use Client Data in connection with the Services. Client Brand Features. Client grants to ParkMobile a nonexclusive, nonsublicensable, nontransferable, royalty free license during the term to display Client's Brand PSA-LF rev 09122 Page 2 of6 31 of 265 @ ParkMobile· Features in connection with providing and/or marketing the Services. ParkMobile will not make any use of Client's Brand Features in a manner that dilutes , tarnishes or blurs the value of such Brand Features . 6.3 ParkMobile IP. Client acknowledges that, as between Client and ParkMobile , ParkMobile owns all right, title , and interest, including all IP Rights , in and to the Services, includ ing but not lim ited to the ParkMobile Application and the Platform . 6.4 ParkMobile Brand Features. ParkMobile grants to Client a nonexclusive, nonsublicensable , nontransferable , royalty free license during the term to display ParkMobile 's Brand Features in connection with the Services , subject to ParkMobile 's Brand Guidel ines available at https ://parkmob ile .io/company/parkmob ile-med ia- assets/logos/. Client will not make any use of ParkMobile 's Brand Features in a manner that dilutes , tarnishes or blurs the value of such Brand Features. 6.5 ParkMobile User Data. ParkMobile User Data remains the sole and exclusive property of ParkMob ile. ParkMobile may sublicense certain ParkMobile User Data to Client upon Client's executi on of ParkMob ile 's Data Protection Agreement. Client will not, directly or ind irectly : (i) sell or resell ParkMobile User Data in any capacity or form ; (ii) create any derivative work using ParkMobile User Data ; or (iii) use ParkMobile User Data for purposes other than those specifically allowed in this Agreement. Notwithstand ing the forego ing , the parties acknowledge and agree that ParkMobile will not subl icense or provide any PCI Data to Client. 6.6 Resultant Data. Resultant Data remains the sole and exclusive property of ParkMobile. Pa rkMobile grants Client a revocable , royalty-free , non-exclus ive , non-assignable , non-transferable license to appl icable Resultant Data for the duration of the term only for Client's internal use in connection with the Services. 6.7 Reservation of Rights. ParkMobile reserves all rights not expressly granted to Client in th is Agreement. Except for the limited rights and licenses expressly granted under th is Agreement , noth ing in this Agreement grants , by impl icat ion, wa iver, estoppel , or otherw ise, to Client or any third party any IP Rights or other right , title, or interest in or to the ParkMobile Appl ication and/or the Platform. 7. FEES AND PAYMENT 7 .1 Limited Payment Agent. Client appoints ParkMobile as its agent for the limited purpose of receiving, holding , and settling payments made by ParkMob ile Users to Client in co nnection with the Services. Client acknowledges and agrees that receipt of payment from ParkMobile Users in connection with the Services by ParkMobile shall be deemed the same as receipt by Client itself. 8. LIMITATION OF REMEDIES AND DAMAGES 8.1 Exclusion of Damages. EXCEPT AS OTHERWISE PROVIDED IN SECTION 10.3, IN NO EVENT WILL 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 Exhibit A ParkMobile Service Agreement THEORY, INCLUDING BREACH OF CONTRACT , TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY , AND OTHERWISE, FOR ANY : (A) LOSS OF PRODUCTION , USE, BUSINESS, REVENUE , OR PROFIT OR DIMINUTION IN VALUE; (B) IMPAIRMENT, INABILITY TO USE OR LOSS, INTERRUPTION , OR DELAY OF THE SERVICES; (C) LOSS, DAMAGE , CORRUPTION , OR RECOVERY OF DATA , OR BREACH OF DATA OR SYSTEM SECURITY; (D ) COST OF REPLACEMENT GOODS OR SERVICES ; (E } LOSS OF GOODWILL OR REPUTATION; OR (F) CONSEQUENTIAL , INCIDENTAL , INDIRECT , EXEMPLARY , SPECIAL , ENHANCED , OR PUNITIVE DAMAGES, REGARDLESS OF WHETHER SUCH PERSONS WERE ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE , AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. 8.2 Cap on Monetary Liability. EXCEPT AS OTHERWISE PROVIDED IN SECTION 10.3 , IN NO EVENT WILL THE COLLECTIVE AGGREGATE LIABILITY OF PARKMOBILE ARISING OUT OF OR RELATED TO THIS AGREEMENT , WHETHER ARISING UNDER OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY , EXCEED ONE TIMES THE TOTAL AMOUNTS PAID TO PARKMOBILE UNDER THIS AGREEMENT IN THE 12 MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THE FOREGOING LIMITATIONS APPLY EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE. 8.3 Exceptions. The exclusions and limitations in Section 10 .1 and Section 10 .2 do not apply to ParkMobile's obligations under Section 9 or liab ility for ParkMobile's gross negligence or willful misconduct. 9. ADDITIONAL TERMS 9.1 Inclusion of Non-Participating Agencies. During the Term of this Agreement, ParkMobile agrees to extend the pricing , terms, and conditions of this Agreement to any other government agency and/or municipality located in the State of Florida (each a "Florida Agency") that wishes to receive the Services. This provision does not require a Florida Agency to purchase from ParkMobile; however, it allows Florida Agencies, at their sole discretion, to make use of Client's competitive process and purchase directly from ParkMobile . All purchases made by other Florida Agencies shall be understood to be transactions between that Florida Agency and ParkMobile. Cl ient shall not be responsible for any such purchase and shall not be a party to such agreement. For the sake of clarity, this provision does not mod ify or supersede any pre-existing agreement between a Florida Agency and ParkMobile. 10. GENERAL TERMS 10.1 Third-Party Beneficiaries. There are no third-party beneficiaries under this Agreement. PSA-LF rev . 09/22 Page 3 of6 32 of 265 @ ParkMobile Exhibit A ParkMobile Service Agreement 10.2 Export Control. Client will comply with all export and import laws and regulations of the United States and other applicable jurisdictions. Without limiting the foregoing , Client {i) represents and warrants that it is not listed on any U.S. government list of prohibited or restricted parties or located {or a national of) a country that is subject to a U.S. government embargo or that has been designated by the U.S. government as a "terrorist supporting" country; {ii) will not {and will not permit any third parties to) access or use any Service in violation of any U.S. export embargo , prohibition or restriction, and {iii) will not submit to any Service any information that is controlled under the U.S. International Traffic in Arms Regulation. 11. DEFINITIONS PSA-LF rev. 09 122 "Access Credentials" means any user name, identification number, password, license or security key, security token, PIN, or other security code, method, technology, or device , used alone or in combination, to verify an individual's identity and authorization to access and use the Platform. "Authorized User" means Client's employee, consultant , contractor, and agent who is authorized by Client to access and use the Platform under the rights granted to Client pursuant to this Agreement. "Brand Features" means a party's trade names , trademarks, service marks, logos, domain names, and other distinctive brand features. "Client Data" means any data specific to Client's operation that is provided by Client to ParkMobile to be used in the provision of Services that is not available to ParkMobile publicly or by other means. "Confidential Information" means information that one party {or an affiliate) discloses to the other party under this Agreement, and that is marked as confidential or would normally be considered confidential information under the circumstances. It does not include information that is independently developed by the recipient, is rightfully given to the recipient by a third party without confidentiality obligations or becomes public through no fault of the recipient. "Documentation" means any manuals, instructions, or other documents or materials that ParkMobile provides or makes available to Client in any form or medium and which describe the functionality, components, features, or requirements of the Services. "IP Rights" means 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. "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 Page 4 of 6 33 of 265 parking, parking lots, parking decks, permitted parking, and other facilities where ParkMobile Users may park. "ParkMobile Application" means 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 facilities the payment of parking transactions. "ParkMobile User" means an end user that uses the ParkMobile Application. "ParkMobile User Data" means information, data, and other content, in any form or media, that is submitted, posted, or otherwise transmitted by or on behalf of a ParkMobile User, directly or indirectly, through the ParkMobile Application. "PCI Data" means, as applicable, payment card number, cardholder name, expiration date, card verification code or 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 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 provided by ParkMobile under this Agreement. @ 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 .parkmob ile.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 dig ital 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-LF 1ev. 09J22 Page 5 of6 34 of 265 DocuSIgn Envelope ID: 13318CA0-0A78-4990-A928-A446835B915A EXHIBITS FEE SCHEDULE Park Mobile shall charge the end user an end-user fee as outlined In the pricing below: Convt:f'licncc Fe8 p&d by Resid1tt11:6 Convonlenc:ci Fe e paid by Non•Rcsi dcnts utilizln9 Par1lMobllo Wallot co,weniOnc:c F«i pai d by Non•Roaldont& wlttiout '11ll~lns P.orkMQbllc wanoi 24 35 of 265 $No Fee $0.30 $0,35 ATTACHMENT A RESOLUTION & COMMISSION AWARD MEMO 36 of 265 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. 202~•051-WG FOR MOBILE PARKING PAYMENT S:VSTEMS; AND AUTHORIZING THE CITY MANAGER AND CITY CLERK TO EXECUTJ: 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, ~he City received propos~ls from the following nine (9) firms:· • Frogparking, Inc. • Honkmobil~ USA LTD. • Hotspot Parking Inc. • Mobile Smart City Corp • Parkeon, Inc. • ParkMobile, LLC • Passport Labs, Inc. • PayByPhone US Inc. • Zipby USA LLC; arid WHEREAS, on May 26, 2023, the Evaluation Committee comprised of Jacqueline Caicedo, Administrative Services Mahc:mer, Parl<ing Department; Manny Marquez, Assistant Director, Finanpe 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 con .sider proposals; ~nd • WHEREAS, the Committee was provided an. overview of the project, information relative to the City's Cone of Silence Ordinance, the GQvemment Sunshine Law, general information on the scope of services and a copy of each proposai; and WHEREAS, the Committee was instruGted 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 foll<:>wJng order: 1st ranked -ParkMobile, LLC 2nd ranke;3d -PayByPhone US Inc. 3rd ranked -Parkeon, Inc. (Flowbird} 4th ranked -Mobile Smart City Corp 5th ranked -HonkMobile USA LTD. 37 of 265 7 6th ranked -Passport Labs, Inc. 7th ranked -Zipby USA LLC 8th ranked -Hotspot Parking Inc. 9th ranked -Frogparking, Inc. WHEREA$, on June 28, 2023, \:lia 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 tp the prior ~pproval of the Mayor and City Commission; and • V\fijEREAS, as qirected by the City Commission·, the AdmJnistration successfully negotiated agreements with ParkMobile, LLC and PayByPhone US Inc. Now; THEREFORE, BE IT DULY ·RESOLVED BY THE MAYOR AND CITY ·coMMIS$1ON OF THE CITY OF MIAMI BEACH, FLORIDA, that the Mayor and City Commission approve the agreements wit.h ParkMobile, LLC; and PayByPhone Us Irie., following the successful negotiations by the Administration, pursuar:'t to request for qualification~ (RFQ) No. 2023-051-wg for Mobi!!3 P~rking P$yment -s ·ystems; and authorize the City Manager and City Clerk to execute the final agreements with Pai'kMobile, LLC, an·d PayByPhone Us Inc. PASSED -AND ADOPTED this 3/ day of Jr,,~ur,ty 2024. 38 of 265 8 · STEVEN MEINER, MAYOR- .APPROVED AS TO FORM & LANGUAGE & FOR EXECUTION . ~ t-r.t.-J..'--1 "City Attorney @/;ff' Date Ml AMI BEACH Agenda Item: C2 D Date: 1-31-2024 City of Miami Beach, 1700 Convention Center Drive , Miomi Beach, Florida 33139, www.miomibeachll.gov TO: FROM: DATE: COMMISSION MEMORANDUM Honorable Mayor Steven Meiner and Members of the City Commission Alina T. Hudak, City ManagM January 31 , 2024 l.J!l ir i 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 A.ND CITY CLERK TO EXECUTE THE FINAL AGREEMENTS RECOMMENDATION It is recommended ·that the Mayor and City Commission adopt the Resolution approving the - agreements with Pa_rkMobile, LLC, and PayByPhone US, Inc., pursuant to Request for Qualifications (RFQ) 2023-051-WG for mobile parking payment systems. The Resolu.tion 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 SlJch as parking meters. Many firms offer mobile parking payment technology to users thro"ugh the use of a telephone application. Overt.lie 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 serviGe, 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 ijnd 5) City of Fort Lauderdale. 39 of 265 3 21Page 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 qf Miami/Miami Parking Authority's co·ntract with PayByPhone is similar to the City's current contract with ParkMobile in that it allows for a resident discount rate and does n·ot charge residents a transaction fee. However, uniike the City's CL!rrent c;;ontract, 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/Miarni 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 estimat~ is based on approximately 503,000 resident transactions at the current PayByPhone convenience fee of $0.21. 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 disco1:1nted 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 iqentify 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 oontract without modification. During the research process, staff learned that some jurisdictions (e.g., the City of Tampa) had awarded contracts for mobile park_ing 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 sc;,lutions that appropriately prioritize"s, 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 neig_hboring jurisdictions. The solicitation would a_lso allow an award of a contract to more than one mobile parking payment solutions provider if the City Commission deems that doing so Is fn the City's best interest. On February 1, 202~, the Mayor ~nd 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 pa"yment 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 ahd resulted in the following rankings: 1st ranked -P~rkMobile, LLC 2nd ranked -PayByPhone US inc. 3rd ranked -Parkeon, Inc. (Flowbird) 4th ranked -Mobile Smart City Corp 40 of 265 4 3 IP i-l g 1:· 5th ranked -HonkMobile USA LTD. 6th ranked -Passport Labs, Inc. 7th ranked -Zipby USA LLC 8th ra11ked -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 wit.h ParkMobile, LLC, and PayByPhone US Inc., the first and second-rankeq 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 waJver of transaction/convenience fees and agreeing to an acceptable resident access format resulted in extensive negotiations. ParkMobile waives transaction fees for City residents. Pay,byPhone 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 ~asier enforcement of the agreements, while providing seamless options to customers. Through extensive discussions arid a cooperative spirit, this goal was reached. The negotiated Agreements are attached hereto as Attachment A. The most significant terms are highlighted below. 0 0 0 • 0 • • The initial term of this Agreement shall be for a period of five (5) years. At the City Manager's sole ~nd 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 ~greed 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 th~ signage and PaybyPhone will cover all costs). ParkMoblle 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 Cornmission on December 13, 2023, the following information has been provided by the Administration. 1. Was the Agenda Item initially requested by a lobbyist wliich, as defined in Code Sec. 2-481, includes a principal engaged in lobbyi_ng? No 41 of 265 5 41Page 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 tQ this. agreement ParkMobile and PayByPhone will collect parking revenue for the City o.f Miami Beach. A $.35 transaction/convenience fee is charg~d to non-residents. Transaction/convenienc;e. fees are waived for City of Miami Beach residents . . ACCOUNTS: • This is :a revenue collection agreement. CONCLUSION: Based on the· foregoing, it is recommended that the Mayor and City Commis.sion adopt the Respl_ution, .approving the ag"te~n:ients with ParkMpbile, LLC, and PayByPhone US Inc., pµr$uant 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--Agreemeni .with ParkMQbile, LLC B --Agreement with PayByPhon~· US Inc. 42 of 265 6 ATTACHMENT A PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF MIAMI BEACH AND PARKMOBILE, LLC FOR Contract no.23-051-01 MOBILE PARKING PAYMENT SYSTEM, PURSUANT TO REQUEST FOR QUALIFICATIONS 2023-051-WG This Professional Services Agreement ("PSA") and the ParkMoblle, 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, Floriqa, 33139 (the "City"}, and ParkMobile, LLC, a Delaware Limited Liability Cqrporation, whose address is 1100 Spring Street Northwest, Suite 200, Atlanta, GA 30309 ("Vendor" or "ParkMobile"}. Additional Parking Locations: Agreement: Authorized User: City Manager: City Manager's -Designee: Vendor If:' Rights: SECTION 1 DEFINITIONS As defined in Section 12.1 of the Agreement. This Professional Services Agreement between the City and Vendor, including any exhibits and amendments thereto and the ParkMobile Service Agreement, collectively the "Agreement". 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. The chief administrative officer of the City. The City staff member who is designated by the City Manager to administer this Agreem·ent on behalf of the City. The City Manager's designee shall be the Parking Department Director. For the purposes of this Agreement, Vendor shall be deemed to be an independent contr~ctor, and not an agent or employee of the City. 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 fonns of protection, in any part of ~he world. 1 43 of 265 9 Parking Locations: Platform: Services: Transaction Fee: Exhibit B Parking ~ate: ParkMobile Application: Proposal Documents: Risk Manager: Transaction Data: User Profile Data: Contract no.23-0S1-01 The loca\ion or locations of City's on-street parking, off-street parking, reservation par.king, parking lots, parking decks, permitted parking, and other facilities where ParkMobile Users may park. 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. The ParkMobile Application, the Platform, and all services, work and actions by the Vendor performed or undertaken pursuant to the Agreement. The Fee charged by the Vendor to the user per transaction as set forth in The fee charged by the City for use of the parking space. Any and ~II 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 shall mean City of Miami Beach RFQ No. 2023-051- WG for Mobile Parking Payment System, together with all amendments thereto, iss1,Jed by the City in contemplation of this Agreement RFQ, and the Vendor's proposal in re.sponse 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. 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. 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. Any information about or with respect to ParkMobile users · that is not related to parking sessions at the Parking Locations, including without 44 of 265 10 Contract no.23-0$1-01 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 t~e entity th.at 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. SEC1'10N 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 des·cribed in Exhibit "A" hereto (the "Services"). Although the Vendor may be provided with a schedule of the avaiiable 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 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 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 ranger 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 Qf the performance of Services shall be as reasonably requested by the City, consistent w"ith 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 polici~s. 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 45 of 265 11 Contract no.23-051-01 If the City requires additional work and/or services that are not included in this Agreement, rarkMobile and the City shall negotiate such additional work and/or services, mulually ~grtJtJ un the amo~nt of addition~! 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 reasonabiy require in relation to using the Services. In furtherance of the foregoing, ParkMobile agrees to provide the City with preventative ma.intenance, corrective maintenance, adaptive maintenance and online, on-site and telephone support with respect to the Services. Each of ParkMobiie 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 ope(ation of the software applicable to the Services, including any manuals and programming tools; (iii) il)structions 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 par.ties. 2. 7 Authority of Parties;· Cooperation. Each party acknowledges and agrees that it has no authority to a.ct on behalf of the other party other than as set forth in this Agreement or to enter into any cpntrapt 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 p~rty 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. S.ubject to and conditioned on City's and Us Authorized Users' compliance with the terms and conditions of this Agreement, all applicable laws and regulations, and City's payment of fees, ParkMoblle 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 (:3Xclusive 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 ti.me 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 46 of 265 12 Contract nq.23-051-01 2.9 Proposal Documents. Notwithstanding the description of ParkMobile's services and wit~out limitation, ParkMobilc 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") shaU commence on the date identified in the notice provided by the City Manager's Desigtiee 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-ye~r reri~wal 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 ~liall adhere to any specific timelines, schedules, date~. and/or performance milestones for completion and delivery of the Services, as same is/are set forth in the timeline and/or sc_hedule referenced in Exhibit C hereto . SECTION 4 F~E 4.1 City shall reimburse ParkMobile as set forth in Exhibit 8 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 ano 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 Sigriage 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 cons.umer! 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 9f any disputed invoice$. Any disputes rnust be submitted to ParkMobile in writing and wifh 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, ParkM.obile 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 47 of 265 13 Contract no.23-051-01 ParkMobile shall charge the City for ordinary, necessary and reasonable third party costs only on direct cost basis and only after the prior written approval of the City. 4.5 Merchant of Record for Prepayment Method. For any fees collected by Parkmobile via prepaid cards, Google Pay, Apple Pay PayPal or a similar prepayment application, the parties designate ParkMobile as the merchant of record. On a monthly basis, ParkMobile shall provide the City a report of all transaction fees collected on their behalf and issue a reimbursement check to the City. All fees paid under this Section 4.5 shall be paid to the City no later than 45days after invoice. 4.6 Invoices. ParkMobile will issue invoices to the City on a monthly basis for all fees due to ParkMobile under this Agreement. All payments due under this Agreement shall be paid within thirty ( 45) days of the Invoice date. All invoices shall include a detailed description of the Services (or portion thereof) provided. All invoices submitted to the City shall be submitted to the following address: Accounts Payable: Payables@miamibeachfl.gov SECTION 5 TERMINATION 5.1 TERMINATION FOR CAUSE BY THE CITY a. If either party shall fall 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 ott,er 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 suc_h 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 CONV~NIENCE AND WITHOUT CAUSE, TE:RMINATE 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 . 48 of 265 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 HEAL TH, WELFARE, OR SAFETY CONCERN, AS DETERMINED BY THE CITY MANAGER, IN THE CITY MANAGER'S SOLE DISCRETION, THE CITY MANAGER,· PURSUANT TO A VERBAL OR WRITTEN NOTIFICATION TO THE VENDOR, MAY IMMEDIATELY SUSPEND THE SERVICES UNDER THIS AGREEMENT FOR A TIME CERTAIN, OR IN THE ALTERNATIVE, TERMINATE THIS AGREEMENT ON A GIVEN DATE. 5.3 TERMINATION FOR CAUSE BY PARKMOBILE ParkMobile may terminate its performance under this Agreement only if the City defaults and fails to cure the default within forty-five ( 45) days of receiving written notice of a notice of default delivered pursuant to Section. Default by the City occurs if the City fails to perform one or more of its material duties under this Agreement. If a default occurs and ParkMobile wishes to terminate the Agreement, then ParkMobile must deliver a written notice to the City describing the default and the proposed termination date. The date must be at least thirty (30) days after the City receives notice. ParkMobile, at its sole option, may extend the proposed termination date to a later date. If the City cures the default before the proposed termination date, then the proposed termination is ineffective. If the City does not cure the default before the proposed termination date, then ParkMobile may terminate its performance under this Agreement on the termination date. 5.4 TERMINATION FOR INSOLVENCY Should ParkMobile (i) make a general assignment for the benefit of creditors; (ii) institute liquidation proceedings or pra<;:eedings to be adjudicated as voluntarily bank~upt; (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 49 of 265 15 Contra.ct no.23-0S1-01 hereunder, whether or not notice of such indemnification clain, 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), ciaims, liabilities, losses, and expenses, inciuding, 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, om·issions 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 sh.all 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 o.f 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 statE!ment detailing the number of employees and that they are not required to carry Workers' Compensation insurance and do not anticipate hiring any additional employees dµrlng 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 inj,ury 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 ~roperty damage. 8 50 of 265 16 Contract rio.23-0S1-01 D. Umbrella Liability Insurance in an amount no l~ss than $5,000,000 per occurrence. The umbrella coverage must be ns brond as tho 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 furnish~d 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 .requir~d above shal_l provide that coverage shall not be cancelled, except with notice to the City of Miami Beach c/o ~XIGIS 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 reGeived a waiver of subrogation enqorsement 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 mer:nbers of the Florida lns4ran~ Funds (i.e. FWCIGA FAJUA). Carriers may also be considered if they are licensed anq authori~ed to do insurance business in the State of F·lorida. Verification of Coverage -Vendor shall furnish the City with original certificates and amendatory endorsements, or copies of tt,e applicable insurance language, effecting coverage required by this contrijct 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 Vendo~s obligation to provide them. The Cfty reserves the right ta require complete, certified cop•ies 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 lnsurarice Compliance Services P.O. Box947 Murrieta, CA 92564 Kindly ~ubmit all certificates of insurance, endorsements, exemption letters to our servicing agent, EXIGIS, at: Certificates-miamibeach@riskworks.com Special Risks or Circumstances -The City of Miami Beach (eserves the right to modify these requireme_nts, including limits, ·based on the nature of the risk, prior experience, insurer ,. eoverage, or other special circumstances. Compliance with the foregoing requirements s~all not relieve the vendor of his liability and obligation under this section or under any other section of this agreement. 9 51 of 265 17 Contract no.23-0S1-0l 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 o ·F 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 e):{ceeds 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 52 of 265 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 federcJI government. as applicable. 9.3 PATENT RIGHTS: COPYRIGHT: CONFIDENTIAL FINDINGS a. ParkMobile agrees to defer.id 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 whi~h may be prejudicial to ParkMobile. In nq 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. ln·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 spftware, 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 specificationi; if such infringement would have been avoided but for use of the· Services not in accordance with ParkMoblle 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 ot_her 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 co _nfidential, given the context) except: 11 53 of 265 19 Contract no.23-0S1-01 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 pecomes 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 54 of 265 20 Contract no.23-051-01 (B) The Office of the Inspector General is authorized to investigate City affairs and empowered to review past, present and proposed City programs, accounts, records, contracts and transactions. In addition, the Inspector General has the power to subpoena witnesses, administer oaths, require the production of witnesses and monitor City projects and programs. Monitoring of an existing City project or program may include a report c-oncerning whether the project is on time, within budget and in conformance with the contract documents and applicable law. The Inspector G~neral 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 th~ 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 pr~curement 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 st)all have the right to inspect and copy all documents and records in the Vendor's possession, custody or control which in the Inspector General's sole judgment, pertain to performance of the contract. except to the extent such records contain personally identifiable information, including, but not limited to original estimate files, change order estimate files, worksheets, proposals and agreements from and with successful subcontractors and suppliers, all project-related correspondence, memoranda, instructions, financial documents, construction documents, (bid/proposal) and contract documents, back-change documents, all documents and records which involve cash, trade or volume discounts, insurance proceeds, rebates, or dividends received, payroll and personnel records and supporting documentation for the aforesaid documents and records. (E) The Vendor shall make available at its office at all reasonable times the records, materials, and other evidence regarding the acquisition (bid preparation) and performanGe 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 55 of 265 21 Contract no.23-051-01 i. 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 ijll 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 disGrimination c1nyone 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, intersexualily, 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 govern_ed 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 56 of 265 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 cquld 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 deleg~te 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 c.omply with Florida Public Records law under Chapter 119, Florida Statutes, as may be amended from time to time. (B) The term "public record~" 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 !aw; (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 perfonn the service. If the Vendor transfers all pubfic •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 disclos~re 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 eopy 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 57 of 265 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 n:iay 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 MAJE URE (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 58 of 265 24 Contract no.23-051-01 events such as war, civil insurrection, riot, fires, epidemics, pandemics, terrorism, sabotage, explosions, emborgo 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 FQrce 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 M,;mager, 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 59 of 265 25 Contract no.23-0S1-01 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. (8) 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 Agre~ment, entitling City to terminate the Vendor's contract for cause. (3) A contract terminated under the foregoing Subsection (8)(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 (8)(1) or (8)(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 (8)(1 ), V~ndor 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-exclusiv~ 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 60 of 265 26 Contract no.23-051-01 one another and work directly with one another to ensure that all Services provided hereunder are completed on a timely and complete basis. All meetings pursuant to this Section 10.11 may be face to face, video or telephonic meetings as may be agreed upon by the parties. Each party shall bear Its own costs of attending or participating In such meetings. 10.12 SIGNAGE ParkMobile shall, at no cost to the City, coordinate with PayByPhone to design, procure, and deliver 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 tlie 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 Locat_ion shall be mutually agreed upon by the City, PayByPhone, and ParkMobile for eac)l Parking Location. SECTION 11 NOTICES Until changed by notice, in writing, all such notices and communications shall be addressed as follows: T-OVENDOR: TO CITY: ParkMobile, LLC 1100 Spring Street Northwest. Suite 200 Atlanta, GA 30309 Attn: Brooke Krieger For legal notices: With a copy to ParkMobile's Legal Department at the above address and to legal-notices@parkmobile.io City of Miami Beach, Parking Department C/0 Parking Director 1755 Meridian Avenue, 2nd Floor Miami Beach, Florida 33139 MonicaBeltran@miamibeachfl.gov All notices. mailed electronically to either party shall be deemed to be sufficiently transmitted. SECTION 12 MISCELLANEOUS PROVISIONS 12.1 CHANGES AND ADDITIONS This Agreement cannot be modified or amended without the express written consent of the parties. No modification, amendment, or alteration of the terms or conditions contained herein 19 61 of 265 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 Adpitional 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 aqvice and counsel as was necessary for them to forrn 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 parti~s. the language has been agteed 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, ~nd 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 a4thorized 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 62 of 265 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, corrE;Jspondence, 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 para_graph 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 63 of 265 29 Contract no.23-051-01 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their appropriate officials, as or lhe lh:1le first 1:mlered above. FOR CITY: ATTEST: By: Rafael E. Granado, City Clerk Date: _________ _ FOR VENDOR: PARKMOBILE, LLC By: _________ _ Print Name and Title Date: _________ _ CITY OF MIAMI BEACH, FLORIDA Alina T. Hudak, City Manager APPROVED AS TO FORM & LANGUAGE & FOR EXECUTION ~'4J/4th~ \2/2112.-, }1, City Attorney !§)Jr Date 22 64 of 265 30 EXHIBIT A SERVICE AGREEMENT 23 65 of 265 31 Contract no.23-051-01 EXHIBIT B FEE SCHEDULE Contract po.13-051-01 ParkMobile shall charge the end user an end-user fee as outlined in the pricing below: Convenience Fae paid by Residents Convenience Fee paid by Non-Residents utilizing ParkMoblle Wallet Convenience Fee paid by Non-Residents without utlllzing ParkMobile Wallet 24 66 of 265 32 $No Fee $0.30 $0.35 ATTACHMENTB Contract no. 23-051-02 PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF MIAMI BEACH AND PAYBYPHONE US INC. FOR MOBILE PARKING PAYMENT SYSTEM, PURSUANT TO REQUEST FOR QUALIFICATIONS 2023-051-WG This Professional Services Agreement ("PSA"} and the PayByPhone US Inc., Service Agreement ("Service Agreement"), collectively, the "Agreement" is entered into this ____ ("Effective Date"}, between the CITY OF MIAMI BEACH, FLORIDA, a municipal corporation organized and existing under the laws of the State of Florida, having its principal offices at 1700 Convention Center Drive, Miami Beach, Florida, 33139 (the "City'' or "Client"}, and PayByPhone US Inc., a Delaware Corporation, whose address is 48 Wall Street. Suite 1100, New York, New York 10005 ("Vendor'' or "PayByPhone"}. Additional Parking Locations: Agreement: City Manager: City Manager's Designee: Vendor IP Rights: SECTION 1 DEFINITIONS As defined in Section 12.1 of the Agreement. This Professional Services Agreement between the City and Vendor, including any exhibits and amendments thereto and the PayByPhone Service Agreement, collectively the "Agreeme.nt". The chief administrative officer of the City. 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. For the purposes of this Agreement, Vendor shall be deemed to be an independent contractor, and not an agent or employee of the City. 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 67 of 265 33 Parking Locations: Platform: Services: Convenience Fee: Parking Rate: Transaction Fee: Proposal Documents: Risk Manager: Tr~nsaction Data: User Profile Data: Contract no. 23-051-02 The locatiqn or locations· of City's on-street parking, off-street parking, reservation parking, parking lots, parking decks, permitted parking, aild other facilities where PayByPh6ne users may park. 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. The PayByPhone applications, the Platform and all services, work and actions by the Vendor performed or undertaken pursuant to the Agreement. The fee charged to the user by the City, as set forth in E>.<hibit B, that is non-embedded and on top of the Parking Rate. The fee charged to the user by the City for use of the parking space. The fee charged · by the Vendor to the City per Transaction as set forth in Exhibit B. Proposal Doct.1ments 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 r1;1sponse 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. 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. lnformati!:)n and data collected by the Vendor relating to driver's' 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. Any information ab.out or with respect to PayByPhone service users that is -not related to parking ses•sions 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 68 of 265 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. SECTION2 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 Oepartment 1755 Meridian Avenue, 2nd Floor Miami Beach, Florida 33139 (305) 673-7000 ext. ~6863 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 des·cribed 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 69 of 265 35 Contract no. 13-051-02 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) instructio"ns or procedures to bypass the problem until a more permanent correction can be implemented; or (iv) correction/ci'arification 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 m1,1tually 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 t9 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, revocijble 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 p~rty 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 70 of 265 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 i_ncorporated by reference as if fully set forth herein). SECTION 3 TERM The term of this Agreement ("Term") shall commence on fhe 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 discre·tion, 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. SECTION4 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 ra·te structure is varied and fncludes flat and hourly rates that differ for residents and visitors. Howeyer, 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@miamibeachfl.gov 4.3 Taxes. PayByPhone's prices do not include sales, use, revenue or excise taxes, and accordingly, in ~ddition 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 Ci~y, 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 71 of 265 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, PayayPhone 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 :;;µch material breach remains l!ncorrected 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. I( 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 Qe relieved of liapility 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 TOT AL EXTENT OF THE CITY'S LIABILITY TO PA YBYPHONE l)PON A TERMINATION AS PROVIDED FOR IN THIS SECTION. ADDITIONALLY, IN THE EVENT OF A PUBLIC HEAL TH, 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 72 of 265 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 th!? termination hereof). 7 73 of 265 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 lnd~mnifying Party expressly understands and agrees t~at 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 StaMe, 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 74 of 265 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, exce_pt 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 lnsl!rance 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 th~ 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@riskworks.com Special Risks or Circumstances -The City of Miami Beach reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, irisurer, 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 75 of 265 41 Contract no. 23-051-02 ~ECTION 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 f;lll of the terms or conc;iitions herein, exclusive v~nue 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 thi~ 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 tt)e City shall not be liable to the Vendor for damages in an amount in excess of one times the total amoun.ts 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 obligatio.ns 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 liabl~ for consequential, special, indirect or incidental damages, including but not limited to any damages resuiting 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 a<;lvised of the possibility of such dama·ges. ·sECTION9 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 76 of 265 42 Contract no. 23-051-02 9.2 COMPLIANCE WITH APPLICABLE LAWS In its performance of the Services, Vendor shall comply with all app)icable 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 detennination 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 b.e 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 ~s 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 it_s product with software, hardware, data, or equipment not supplied by PayByPh9ne 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 lnfonnation") (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 77 of 265 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 othe.r 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 78 of 265 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 ~f 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 po~session, 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 ag-reements from and with successfui subcontractors and suppliers, all project-related correspondence, memoranda, instructions, fi,:iancial documents, construction documents, (bid/proposal) and contract documents, back-change ~ocuments, all documents and records which involve cash, trade or volume discounts, insurance proceeds, rebates, or dividends received, payroll and personne-I 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: i. 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 79 of 265 45 Contract no. 23-0S1-0l 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 suppljers. The Vendor shall incorporate the provisions in this section in all subGontracts 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 discriminatiqn anyone on tlie grounds of race, color, national origin, sex, age, disability, re.ligion, income or family status. Additionally, Vendor shall comply fully with the City of Miam_i Beach H4man 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 orlg_in, religion, sex, intersexuality, gender identity, sexual orientation, marital and famiiial 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 80 of 265 46 Contract no. 23-051-02 Vendor C!)venants 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 perfqrmance 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, ifthe 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 81 of 265 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 o( 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 wno 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. GRANAOO, 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 82 of 265 48 Contract no. 23-051-02 inclement weather, or failure to secure any of the required permits pursuant to the Agreement. (8) 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 0f 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, anc;f (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, &uspend 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 d~lays 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; foilowing 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 83 of 265 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 th.e 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 e~tended period as may be required under this Agreement. (B} TERMINATION RIGHTS. (1} If the City has a good feith 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 (8)(1} or (8)(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 (8}(1) or (8)(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 (8)(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 TRADEMARKSi 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 facilitles. 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 84 of 265 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 ph_ase areas. The City is responsible for the installation of all signs and decals. The num_ber 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: TO CITY: PayByPhone US Inc. c/o PayByPhone Technologies Inc. aoo-1290 Homer Street Vancouver, BC V6B 2Y5 Canada Attn: Legal With a copy to:.legal@paybyphone.com City of Miami Beach, Parking Department C/O Parking Director 1755 Meridian Avenue, 2nd Floor Miami Beach, Florida 33139 MonicaBeltran@miamibeachfl.gov All notices mailed electronically to either party shall be deemed to be sufficiently transmitted. 19 85 of 265 51 SECTION 12 MISCELLANEOUS PROVISIONS 12.1 CHANGES AND ADDITIONS Contract no. 23-051-02 This Agreement cannot be modified or amended without the express written consent of the parties. No modification, amendment, or alteration of the terms or conditions contained herein shall be effective unless contained in a written document executed with the same formality and of equal dignity herewith. In the event Client wishes to add new Parking Locations in addition to the Initial Parking Locations (the "Additional Parking Locations") or to add parking spaces to an existing Parking Location, the amendment will be effective against both parties if it is in the form of email between implementation personnel of the parties and, effective the date of such email, the Exhibit B will be read to include these Additional Par~ing Locations or parkin·g 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 ofthe terms of this Agreement. 12.4 JOINT PREPARATION The parties hereto acknowledge tha\ 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 PayByPhon~ 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 ofthe 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 86 of 265 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 a.nd 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 VVITH 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 negotiations1 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 in.tended to confer any rights or obligatio"ns upon the parties to this Agreement. [REMAINDER OF THIS PAGE LEFT INTENTIONALLY BLANK] 21 87 of 265 53 Contract no. 23-051-02 IN WITNESS WHEREOF, the p.arties hereto have caused this Agreement to be executed by their appropriate officials, as of the date first entered above. FOR CITY: ATTEST: By: Rafael E. Granado, City Clerk Date: _________ _ FOR VENDOR: PAYBYPHONE US INC. By: ________ _ Satyajit (Sonny) Samra, President Date: _________ _ CITY OF MIAMI BEACH, FLORIDA Alina T. Hudak, City Manager 22 88 of 265 54 APPROVED AS TO FORM ~ LANGUAGE & FOR EXECUTION 1l\i't,--- City Attorney ®!,r-" \Z/22/z,s Date EXHIBIT A SERVICE AGR~EMENT 23 89 of 265 55 Contract no. 23-051-02 Contract no. 2:)-051-02 EXHIBIT A COOPERATION AN_D SERVICE AGREEMENf For the pul'J)6ses ?if this Exhibit C -Cooperat1on and Service Agreement, "PayByPhmw" shall mean PayByPhone US lnc.1 a provider of.enhanced mobile commerce solutions, a ·0e1aware corporation with its address at 48 Wall .Street, Sµi(e 1100, New Y m:k, 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 Ai'ID Ai'PLiCATiONS I.I PAYBYPHONE MOBILE PAYMENT APPLICATION PayBY.Phone agrees to roll out the Pay By Phone mobile payment service for use at ·Client's managed and owned ·parking facilities~ agree9 up<;in QY PayByPhone and Client, to allow for cons,,11n1m1 to pay for the u~e of Client's parking facilities through personal wireless devices (e:g., cellular telephones) or other wireless systems. QR code .access to the -payment ~ervice 1s not ipclilded. 1.2 PAYBYPHONE MANAGEMENT INFORt\1ATIQ~ ~Y~TE.M PayByPhone will -operate and manage a software application for Client that will provide near real time information 1,1nd ml!JiagemeJI.t reports on the µ-i¢s~c;tions conctucted utiiizing -the PayByPhone i:nobile payment service (the "Portal"). PayByPhone will host the· Portal on its . network. Client will access the Portal through a browser-based p.rogram installed on Client•~ computer· h!ll'9W°cife , 1;3 COMPUTER, NETWORKING ANµ T~I,,f;COMMUNICATIQN SYSTEMS :PayByPhone will own or possess, and· will operate and maintain, all computer and networking hardware ancf software _and data required to operate th.e PayByPhone mobile payment services service as c.ontemplated 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 PayByPnone :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 subj~~t to payByPhope's prior ap'proval III!<! then-cun:ent PayByPhone professional services. fees. S.ee https://www.paybyphone.com/pdf/us/pbp_professionalservicessamplerates.pdffor sample rates. 1.6 PA.YBYPHONE L"lTEltACTIVE VOiCE RESPONSE p~yByPhone will. provide the PayayPhqne. interactive voice response solution ("IVR") for use at Client!s managed and/or owned parking .facilities, as agreed upon by Pay:SyPhone and Client,, to allow for consumers to call and pay for the use of the Pip-king Location by calling the applicable service number display_ed 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 Trans~ction made throug!l IVR. 1.7 PA YBYPHONJ; &IGHTS & RA.TES PayByPhone ·will provide Client with the PayByPhone Righti; & Rates service ("R.ights & 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 tlie entitfement ·to start' a parking session at a Parking Location and/or quaiify for a specific rate/restriction. Client is responsible for paying the Rights & Rates implementation and Page 11 90 of 265 -56 Contract no. 23-051-02 subscriptio_n fees, as ouJiined in Appendix A, for the number of Client parking spaces as agreed upon between PayByPhone and Client. 1.8 USE OF QR CODE At Glient'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 consum~rs to access the Pay By Phone 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 t_hird 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 lilld, to the extent permitted by l~w, agrees to indemnify PayByPhone against any and all third party ciaims, 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 parkini spaces. PayByPhone will provide evidence supporting determination of the costs, but PayByPhone's ca!culations 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 Cli!lnt if the fr~udulent activ.ity at Client's parking facilities _persists for longer than 6 weeks. 1.9 PAYBYPHONE VALIDATIONS PORTAL Subject to the tetms and conditions 9f this Agreement, PayByPhone will provide Client a parking validation subscription service, which allows Client to access a web-based parking validation and complimentlry parking management portal to ert_ter and mana&e 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 Po~al 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. SectiQn 2 FEES AND PAYMENTS 2.1 MERCHANT ACCOUNT Mercpaitt account refers to Client's merchant account set up with Client's acquiring bank. PayByPhone will cover the cost oflinking 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 UI' 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 su_ch as enforcemen~ 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 EXCLU~IVITY Page 12 91 of 265 57 Contract ilo. 23-051-02 1 The parties expressly acknowledge that Client currently engages, and/or may in the future, at its option, add, other providers cif mobile parking payinerit appli!:ations ("T.hird party .Providers"}, tlir6µgh . contracts for the same parkirit 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 Pay By Phone mobile payment services as \veil as any promotions available, with the knowledges: and approval of Client which is not to be unreasonably withheld. 4.2 C.LIENT T,RA~NING PayByPhone -will provide initial training to Clieni using a "Tr!!in the; Trainc;t'; (tlic; ''.Client Trainer") model on the self- served_ PayByPhone Service·Management Interface (SMI). The said Client Trainer will, at its own expense1 train its staff and employees, including _patro!!er~, t9 operate the mobile payment services and rc;la,t"c;d applications 1µ19 technology. Additional training sessions are available at the then current professional services rates. See https://www .payoyphone.com/pdf/us/pbp __professi~nalservicessamplerates,p4f for sample rates. -Section 5 INTELLECTUAL PROPERTY 5.1 INTELLECTUAL 'PROPERTY RIGHTS 5. l. I The parties acknowledge and agre'e that any trademarks, P!ltents; trade names, logos, trade dress, domain names, copyrights or licenses therein, or other·enforceable intellectual property rights and whether in hard or electronic copy (co11ective!y "Intellectual Property") belonging to the other part)'., given ·to them under this Agreement is and shall remain the properly of that party for the duration of the Term ·of this Agreement. 5.1.2 Except as e~pressly stated, nothing in this Agreement shall be deemed or interpreted to convey, transfer or assign any Intellectual Property rights to the othe.r party. 5 .. 1.3 Each party reserve~ ttie right to approve in advance tl\e u_se ·of its lntellec::tual Pr-operty by the other party in upoQ . the advance written approval or as previously. agreed upon in writing by the parties. 5.1.4 Upon termination of this Agreement for any r.eason ·the parties will use r:easonable endeavours to ensure that an such Iilte11e~tual .Property and material ar.e i"e11,1ove4 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 rc;cord1;. 5. 1.5 The parties undertake that they have a,11 necessary p~ilhissions, 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 t)lis cJause the "Indc;m_nifjed Party") against alt actions, claim~. proceedings, costs and expenses (including reasonable legal' fees) arising from any actual infringement of. Intellectual. Property rights 9f whatever. nature ins_ofar as these relate to the-Intellectual Property rights dc;veloped and owned by the Indemnifying Party or licensed to the Indemnified Party. which claims, actions or proceedings arise as a result of the Indemnified Party's use of any of the Services, !:xcept that the inde_mnity 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 w!tere such act.ions, c_latms or proc;c;edings rehJte to any developments oftbe service_s carried out by Qr at the request of the Indemnified Party except where the Indemnifying Party knew or ought to have known that such Page 13 92 of 265 58 Contract no. 23-051-02 development of the service_s 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 Al the Indemn _ifying Party's request and expense, the Indemnified Party shall pennit the Indemnifying Party to conduct all negotiations and litigation. The Indemnified Party· shall give all assistance as the Indemnifying Party may re!l5oqabiy 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 infring~ment or breach, or (iii) terminate the provision of the affected elements of the Services. Where the Indemnifying Party exerdses 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 a.II data provided di _rectly 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, enforcemen~ eql!.ipment and practices; and parking policies. 5.2.2 During the term of this Agreem~nt 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 $ervices under t!Jis 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 deve1o·ps b~ed 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 record.s or files containing, the Client Data: (a) tnat 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 archiying and back,up procedures; and (b) to the extent required by applicable law. 5.3 CUSTOMER INFORMATION 5.3.1 The parties will share inform!ltion and data directly relat,ing to drivers' parking sessions through the PayByPhone service at the J>arking Locations ("Parking Sessions") and as may be required by the Client for parking enforceme_nt, fines, and ·rroceedings ("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 $e$sion details obt!lined through ~ustomer service centre, and doe.s 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 pr9tection laws, contractual obligations and any other applicable requirements. Each party is responsible to the PayByPhone service users and other third parties for ill! re~pective 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 p II g C j4 93 of 265 59 Contract no. 23-051-02 concept ·and is applicable .to the party's !(ctivities. Each party ~rel:$ to provide such assistance as is r1,a5onably required to enable the other party to comply with the applicable data protection laws. 5.3.3 Any infonnation about or with respect to PayByPhone service users that is not related to parking sessions at the Parking Locations, includingwithciut limitation, information provid~d by users upon registration for a PayByPhone account and data about the user's activity in the PayByPhone account or the J>ayByPhone applications .("U~er Profile Data") shall be exclusively owned by" PayByPhQne. Pay By" Phone shall r~tain ~xclusive ownership of all rights in any derivative qata it develops based on Transaction Data and User Profile Data. 5.4 PAYB\'.PHONE;S SERVICES TO CUSTOMERS The parties acknowh:~ge that PayBY.Phone service users hold the PayByPhone account under terms of service esta~lished by PayByPhone. Un.der these terms of service, PayByPh?ne may offer users an option to r:ec;eive s.ervfoe communications by SMS text ("SMS Communications"), including 'reminders to extend a parking session and confirroatfon.s Of successful registration JQr a paj'king sesslon, Client ~rees tbat, at any tirrie during the Te.rm; P.ayByPhone may charge any users who opt into these .services a.fee ("SMS Fee") for each SMS Communfcation sent l?y PayBiPhon.e with re~pect to an -ini~ial PBT!<ing ~ession or extension of a parking session apd may set the amoun.t Qf the SMS Fee with reference .to the cost PayByPhone incurs in delivering this optional service. At the time of entering inio tbis ,A,greement, the SM$ Fee i.s equal to $0.15 .inclusive of taxes pi,iyable by the l!Ser. P~yByPh<me will provide Client with 30 day written notice of an ·increase in the amount of the SMS Fee. PayByPhone shall be. responsible for imY taxes applicable to the SMS F~s. P!!yByPho.ne rec;ords will be conclusive evidence with respect to the amount of SMS Fees collected during a billing period. The SMS Fees will be added to the total charged to the user in respect of a parking session or extension of a parking session. ~nless uqder the terms oft.he Agreemel,lt PayByPhone is designated as the merchant of record for parking fees paid using PayByPhone mobile payment service, PayByPhone and Client agree to designate Client as th·e merchant of recQi:d for apy SM$ Fees ooly. In that case, Client will collect PayByPhone's SMS Fees and remit to PayBf Phone. Remittance will be made via electronic payment or cheque and may be include·d in the amount that iilso includes fees payable by Ciient to Pi,iyByPho.ne under this Agreement. Section 6 INTENTIONALLY OMITTED Sectiop 7 DISCLAL\1ER, INDEMNIFICATION AND LIMITA"J;ION OF Ll~BILITY 7.1 D•S~LAIMER Except as expressly set fortlt in this agreem_ent, PayByPhone doe_s not malce, aiu,i hereb)' specificallr d_isclairt't!I, ~y representations or warranties·, express or implied, regarding ·the PayByPhone mobile payment services, in'cluding any iinpli~d 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, witqotit I.imitation, any servers or Qth~r hiµ-dware, 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 thi; performance of any servkes by P~yl:}y.Phone under th.is agreement) are provided by PayByPbone "as is". 7.2 PARKING RAT.ES Client wiffbe given access ·to parking rate data in order to confirm the parking rates at e~ch Parking Location via the .Portal. PayByPhone will ma.l<.e every attempt at ensuring the rates are cpnfigured 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 excl1,1de PayJ3yPhone from any liability; Client shall implement any parking rate changes via the Portal following the Parking Location setup. In the eve·nt.Client-requests that PayByPhone configure the parking rate changes after the Parkin& Lqcation setup, Client shaH provide Pay By Phone with sufficient notice of the rate changes and such work Page 15 94 of 265 60 Contract no. 23-051-02 will be subject to PayByPhone's prior approval and then-current PayByPhone professional services fees. See https://www.p·aybyphohe.corti/pdf7us/pbp _professionalservicessamp.lerates,pdf for sample fees. Section 9· MISCELLANEOUS INTENTIONALLY OMITTED 8.1 No AGENCY Each paify, in al! 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 ~y ·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. Exc_ept as otherwise expressly set forth herein, riothing in this Agreement shall be construed to have establi_shed 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 fa.csjmile shall be deemed original for all purposes hereunder. 8,3 CAPTIONS The captions used in thi~ Agreement are for convenience qnly and shall not affect in any way the meaning or interpretation of the provision set forth herein. 8.4 CLIENT':, CONDUCT OF BUSINESS THROUGH AFFILIATES The patties acknowledge that Client m~y cariy out its business ~hrough 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 Agree·ment 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 PayByPh6ne is respoitsibie for the security of ca,dholder data which PayByPhone possesses or otherwise stores, processes, ·or transmits on behalf of the Client. PayBY,Phone abides by the 1"4les and regulations set forth in the PCI- DSS. IN WITNESS WHEREOF, the parties have caused lnis Agreement to be executed by their duly authorized representatives. The City of Miami Beach Signature: Name: Title: ____________ _ Attest. Signature: ________ _ Name: Rafael E. Granado. City Clerk Date: _________ _ Page 16 PayByPbone US Inc. Signature: __________ _ Narrie: ___________ _ Title: ___________ _ 95 of 265 61 EXHIBIT B FEE SCHEDULE 24 96 of 265 62 Contract no. 23-051-02 EXHIBITS PA YBYPHONE FEES All amounts are exclusive of any and all taxes, including truces applicable on fees paid by the driv~r. 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 Pay By Phone mcurs a fee from its _gateway provider or.an acquirer, if applicable. ONE-TIME SETC[P. FEES Signage -first round of signage production at servii;e launch (installation not included) Training, consulting, marketing, and customer support as described in the Agreement Marketing includes a sta,~dard./aunt:h package Mobile payment services setup fee for all Initial Parking Locations Integration with enforcement solution software: PayByPhone will in<;lude I complimentary enforcement integration Standard PayByPhone city dynamic label Hourly Parking: Client.pays to PayByPhone p~ Transaction-City serves as Merchant of Record (Client may charge user a non-embedded, oil top of price of Convenience Fee of .$0.35) Monthly Parking Option: Client pays to PayByPhone per Transaction-City serves as Merchant of Repord (Client may ~harge 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 solution (priced below), residents will receive a $0 cost Convenience Fee if the "double code offering" (see description below) is utilized. Monthly minimum of total Transaction Fees Additional Custom dynamic label Mobile payment service setup fee for Additional Parking Loca~ions IVR setup fee IVR additional per transaction fee4 Rights & Rates setup fee Rights & Rates monthly subscription fee for one (1-) Right Validation Portal setup fee 97 of 265 63 • •».,':,,-1 ,::,,,, ••,»,.·~·a ._ •• ·:. .,.-;.1:.,r;-tt111Ri@K , :·-, ~-e .:::..!i...~~;:~..:r:.,·~{_ •: Included Included Waived 1 Included • Included r. ;· so,352 $1.002 .$0.00 per authqrized resident Waived $1,000 Waived Waived Waived-Included with standard transaction fee Reduced $500 S 1_99 per month $1,500 EXHIBITB PA YBYPHONE (c'EES Validation Portal monthly subs~ription fee $250 per Parking Location/mo. NOTES: 1. Mobile payment sefVices setup fee (if applicable) includes configuration, testing, and implementation of a dedicated client account withfo 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 (lVR). 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 ofrecord (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 $0 Convenience FC;}e option for residents. Pnge 12 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. 98 of 265 64 Contract no. 23-051-02 EXHIBITC TIMELINE/ SCHEDULE/SIGNAGE ~----------------- "A" ,.tlmor,d datu Ofld llm,tr.,,.., ose dtatndent lftOII Information "'"'• arovldtd ta PtwBvPhont bv th, Citv. ! Anlldpatod • . . • Estlmatad lnllfatlngl.Hd OlyT..,,, I statoO.to Tailt Dorufp,lon Dnlanotlon IPBP Tuam Membe,isJ Metn,OJ(sJ Ta1k Dau~tton Compt.Uon Oellvenble Date ! Procureme.nt. City 11111/2023 Man11er, P.utrina. Contract Nuoti1tlori Mutual Sales. Legal .... , lWttU 22-Nov•ll Fu!fi hrcuttd A&rttmeru I Pukin, Admin. ! S.lfs, lmplem•ntalion , Fin.nc•,,r. Y/orl1bocik p,ovidtd, whkh intludn o1U inform,ltu:in nHd1d bv PIP lO I Account Mana1ement, lntegriaition/Enfo,ce work on !htt (ity', imp!emenW.ti:m for mobile payment,. Cle1dy 111129120n Prajtcr kiclcoff c,n h\•8yPhone lnte11,a1ions .,.,.n, lHaur 11/29/202) defir,td •~e:Uitlons .al'\d IJmli!llnes wlll be dtscuued I I AO relevant iCilv <1ty/parklng 1eam lu:2912023 Wortboalc Comoltta fflC!mbers Zwce~ ll/13/2023 W0tkboolc ceh.1tt1C!d 10 Pa'i,BvPhone with completed mat<!,~ls 111,29/2023 MerchantA«aunl I flnu1ce, Pu1dnJ. City '° begin H!ttin& up merchant ac.count ASAP to tnsu,e available for S.tup !car lmplemenbtion Admfn 1·4Wuks 12/27/Z0U IHI lranturlons necesS1rv prior lo ao I~. I Enforcomtnl En,.,ed IP•vlvPhone Upon City providlnt cont.act informnion for enforttmtrit p~rtticr, ' i111u12on Pukin1 Ad min & hy8yfhone wlll en11~ with provider to set up lntear;allon for lmplemeftbtion Enforume:nt l •4weeks 1/3/2024 enforcement puroa1N I P.ayByPhone wilt diswH da,,age during ,.,,dJy r.alls and UHte motk· f P~,a.,Phonc P;arkll"IIII Adm1n & ups ror approval by City. Ui:,on .approval, si£Ma• will b<" orderfd for 11/6/2023 Sl&nu<! Discussion lmalement11ion Enfo,cement 2 Wttks 12/27/2023 dtlivcN orlor to ~rmate-d 10 live, Pay8-fl>hon• will distu,~ m.11,Utinastt.ar•gi•s i1vaibble ca the: Ciry o1nd Parking Adff\in & dlltl'U the City", "'"brin1 desire,-to pin rn•rkeling tfforh to 12/27/2023 M1rtetina Discussion P~i;R-.Phone lmoJemenUtlOn flbfiietir'lll On1toln1t TBO announc~ mob1S.1Davment launch wilhln th@ Cit-1. !111/202J T~l Tr.11,uactions • I P1,king Admin & Test tr~sactions v.,11 be submined w:th coopr,t,on r,om 1h11 Or, 10 Merchant P.11v8yPhon1 lmpfetn.entaUon· Fln,n<• 1·2Week~ 1/IS/2024 venfi Yislb\Litv w1th 1n merChi11\t 1«ount. Test Tra.nne1lon, • P,1rkin9 Admln & Ten uanJactions will be submitted with coope,a\lon from the C•tv to il/I/2024 Enlorument PayByPhone lmpfementa.tlon Enforcement 1•2 Weeks 1/15/2024 venrv vlsibllitv w,thfn ~nforcemtnt devices I Sfgnage lnshlll1Cfon I Oty ta fnnalf siP111e and decals with plans to hJVe system live upon iJ/J/l024 Pl,jnnine. GIii Parillft,1Admit\ 1·2 Weeks 1/19/2024 inUall 11/23/202• Go Un P•v8vPhone-lmplemen_Lilion Poirkina Admln On,;,oins 1/2)/2024 Ga wt d.ale m•v vil(Y based 011 when signs ue 1nslilltd. 25 99 of 265 65 THIS PAGE INTENTIONALLY LEFT BLANK 100 of 265 66 Competitive Bid Reports -c2 D MIAMI BEACH COMMISSION MEMORANDUM TO: FROM: Honorable Mayor and Members of the City Commission 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 FINALAGREEMENTS. (ITEM TO BE SUBMITTED IN SUPPLEMENTAL) SUPPORTING SURVEY DATA TBD FINANCIAL INFORMATION TBD • Is this a "Residents Right to Know" item, pursuant to City Code section 2-14? No Legislative Tracking Parking/Procurement Does this item utlHze G,O, Bond Funds? No ATTACHMENT B ADDENDUM AND RFQ SOLICITATION 102 of 265 MIAMI BEACH ADDENDUM NO. 2 REQUEST FOR QUALIFICATIONS NO. 2023-051-WG MOBILE PARKING PAYMENT SYSTEM March 21, 2023 PROCUREMENT DEPARTMENT 1755 Meridian Avenue, 3rd Floor Miami Beach, Florida 33139 www.miamibeachfi.gov 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. 3.4.0 Is theFe system portability, expandability, and Sl-lpport? Ill. ATTACHMENTS: Attachment A Attachment B Attachment C Parking Garage Rates CMB Meter Parking Rates Merchant Statement IV. RESPONSES TO QUESTIONS RECEIVED: 01: 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? A 1: Should the City request the report, a revised link will be provided. 02: 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. 03. What percentage of your total transactions processed was for residents during the 2022 FY? A3: The total transactions processed for residents during the 2022 FY was approximately 10%. 1 ADDENDUM NO. 2 REQUEST FOR QUALIFICATIONS NO. 2023-051-WG MOBILE PARKING PAYMENT SYSTEM 103 of 265 MIAMI BEACH PROCUREMENT DEPARTMENT 1755 Me ri dian Avenue, 3rd Floor Miam i Beac h, Flor ida 33139 www.miam ibeach rl .gov 04. For A1, 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/ 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. AS: At parking garages, patrons have the option to pay at the pay-on-foot stations, at an exit, or via the current Mobile Parking Payment contractor. An average of 1.14% of all garage transient revenue is received via the Mobile Parking Payment contractor. The current parking app used at garages is fully integrated. ParkMobile sends ticket # to Skidata once the customer scans the ticket in the application -at the exit when a ticket is returned, Skidata calculates the rate, sends the rate to ParkMobile and ParkMobile charges the customer. The rate is calculated by Skidata . ParkMobile is also sending Skidata resident status so that the correct rate is applied to the customer. This is currently in place. Q6. Since this is an RFQ , please describe the City's plans for next steps including an anticipated timeline. A6: Through the RFQ, the City will consider qualifications and system functionality and may negotiate an agreement, to include fees, with the proposer(s) deemed to be most qualified. The City's current agreement has been extended on a month-to-month basis. The City anticipates expediting a replacement Agreement. Q7. Please clarify how the Dun & Bradstreet SQR may be submitted. Is it acceptable for the report to be acquired by our organization so we have the ability to review information and subsequently submit with our bid or must it come directly from Dun & Bradstreet? Additiona ll y, please clar ify 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. QB. To best respond with specifics on our capabilities, please outline the City's current parking rate system as it applies to visitors and residents. a. Hourly rates for guests (please include any times or varying/escalating structures) b. Hourly rates for residents (please include all setups if different areas offer various options). 2 ADDENDUM NO. 2 REQUEST FOR QUALIFICATIONS NO. 2023-051-WG MOBILE PARKING PAYMENT SYSTEM 104 of 265 MIAMI BEACH PROCUREMENT DEPARTMENT 1755 Meridian Avenue, 3rd Floor Miami Beach, Florida 33139 www.miamibeachfl.gov c. Any other rate/option not specifically listed here that we will be expected to accommodate? AS: Refer to Attachment A Parking Garage Rates and Attachment B CMB Meter Parking Rates. 09. 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. 010. 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. 011. How many parking spaces are there currently? Broken down by on-street and off-street if possible. A 11: 11,898 off-street/ 4,843 on-street. 012. What is the current parking transaction fee the City and/or End User pays for the existing mobile payment service? A12: $.35 on-street and off-street transactions; $0.50 for gated system transactions; and residents at no charge. 013. Approximately how many transactions per year for existing mobile provider? A13: There are approximately 4,841,476 transactions per year for the existing mobile provider. 014. What was last year's and/or 2021 Parking Revenue, broken down by source type if possible? A14: $37,465.00 2021 revenue. 015. What is the city's desired timeline for launching the system? A 15: Refer to the response to Question No. 6 above. 016. 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. 017. What is the City's preferred approach to Merchant Processing, shall the proponent provide Merchant Processing services within the submission? 3 ADDENDUM NO. 2 REQUEST FOR QUALIFICATIONS NO. 2023-051-WG MOBILE PARKING PAYMENT SYSTEM 105 of 265 MIAMI BEACH PROCUREMENT DEPARTMENT 1755 Merid ian 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 softw are 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-ti me? 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 hand held 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 106 of 265 MIAMI BEACH PROCUREMENT DEPARTMENT 1755 Meridian Avenue, 3rd Floor Miami Beach, Florida 33139 www.miamibeachfl .gov A25: Please specify any settlement process capabilities your proposed product may have for the City's review. Integration schedules will be negotiated with the successful proposer(s). Q26: For the electronic validation system for hotels, businesses, and restaurants -do they cover the fee of the patron or are these validations free from the City? A26: The patron fee for electronic validation at hotels, businesses, and restaurants is covered by the business. Q27: Can the City confirm the total number of paid off-street spaces the application would be used? A27: The total number of paid off-street spaces the application would be used for are 11,898. Q28: Can the City confirm the average cost of the on-street parking rate is $4 .00/h? A28: Refer to Attachment A Parking Garage Rates and Attachment B CMB Meter Parking Rates. Q29: Can the City confirm the total number of paid on-street spaces the application will be used? A29: The total number of paid on-street spaces the application will be used for are 4,843. Q30 Can the City confirm the average cost of off-street parking rate is $2.00/h? A30: Refer to Attachment A Parking Garage Rates and Attachment B CMB Meter Parking Rates. Q31: Who are the current meter/kiosk providers? A31: The City's current meter provider is T2 Systems. Q32: If the City has multi-space meters or meters that accept credit card payments, who is paying the merchant processing fees: the City or the provider? A32: The City is paying the merchant processing fees. Q33: Can the City verify how many total annual mobile payment transactions occur on average? A33: On average 4.8 million annual mobile payment transactions occur. Q34: Can the City verify how many total annual mobile payment resident transactions occur on average? A34: On average 496,473 annual mobile payment resident transactions occur. Q35: Can the city disclose who is the merchant of record for the mobile payment application? (vendor or city) 5 ADDENDUM NO. 2 REQUEST FOR QUALIFICATIONS NO. 2023-051-WG MOBILE PARKING PAYMENT SYSTEM 107 of 265 MIAMI BEACH PROCUREMENT DEPARTMENT 1755 Meridian Ave nue, 3rd Floor Mia mi Beach , Florida 33 139 www.m iami beach H.gov A35: The City's current merchant of record for the mobile payment application is Truist Merchant Services. 036 : Wou ld the City be wi ll ing to disc lose its current merchant processing rates and the average transaction size or provide a merchant statement? A36: Please refer to Attachment C, Merchant Statement. 037: 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. 038: 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. 039: 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. 040: 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. 041: 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. 042: 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 comp liance and collections, can a vendor include additional information? 6 ADDENDUM NO. 2 REQUEST FOR QUALIFICATIONS NO. 2023-051-WG MOBILE PARKING PAYMENT SYSTEM 108 of 265 MIAMI BEACH PROCUREMENT DEPARTMENT 1755 Meridian Avenue, 3rd 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: William Garviso Telephone: 305-673-7000 ext. 7 490 Email: WilliamGarviso miamibeachfl. ov 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, w[LL[ci V¾ c:;ci rv[s.o for Alex Denis Alex Denis Procurement Director 7 ADDENDUM NO. 2 REQUEST FOR QUALIFICATIONS NO. 2023-051-WG MOBILE PARKING PAYMENT SYSTEM 109 of 265 Iii CITY OF MIAMI BEACH -PARKING GARAGES -RATES PARKING 7th Street (G1) !:!Q.!!.M B!li ~ B!li OT01 $2.00 IT09 $13.00 1T02 $4.00 9TO 10 $14.00 2TO 3 $6.00 10T011 $15 .00 3T04 Sl.00 11 T012 $16.00 4T05 $9.00 12 TO 13 $17.00 5T06 $10.00 13 TO 14 $11 .00 6T07 $11 .00 14T015 $19 .00 __ 7TOI ___ S12.00 __ 15T024 ___ $20 .00 __ WEEKEND/EVENT FLAT RATE FRIDAY, SATURDAY & SUNDAY FROM 8PM TO SAM $15 PER VEHICLE 12th Street (G2) !:!Q.!!.M MR J!S!YM !!!Is. 0 TO 1 $2 .00 I TO 9 $13.00 1 TO 2 $4 .00 9 TO 10 $14.00 2 TO 3 $6.00 10 TO 11 $15.00 3 TO 4 $8.00 11 TO 12 $16.00 4 TO 5 $9.00 12 TO 13 $17.00 5 TO 6 $10 .00 13 TO 14 $11.00 6 TO 7 $11 .00 14 TO 15 $19.00 __7TOI ___ S12 .00 __ 15TO 24 ____ $20.00 _ WEEKEND/EVENT FLAT RATE FRIDAY, SATURDAY & SUNDAY FROM 8PM TO SAM $ 1 S PER VEHICLE 13th Street (G3) HOURS ~ !:!Q.!!.M !!all OT01 $2.00 8T09 $13.00 1 T02 $4.00 9T010 $14.00 2T03 $6.00 10T011 $15.00 3T04 Sl.00 11 T012 $16.00 4T05 $9.00 12T013 $17 .00 5T06 $10.00 13 TO 14 $11 .00 6 T07 $11.00 14T015 $19 .00 __ 1To1 ____ s12.oo _ 15T024 ____ s20.oo __ WEEKEND/EVENT FLAT RATE FRIDAY, SATURDAY & SUNDAY FROM 8PM TO SAM $15 PER VEHICLE 16th Street (G4) 17th Street (GS) llQl!f!S. !!!E. .1:12!.!M M!!i HOURS M!!i OT01 $2.00 OTO 1 $2.00 5T06 $10.00 1 T02 $4.00 1 TO 2 $4.00 6T07 $11 .00 2TO 3 $6.00 2TO 3 $6.00 7T08 $12.00 3T06 $10.00 3T04 $8.00 8T015 $15.00 6T024 $20.00 4 T05 $9.00 15 TO 24 $20.00 ------------------------------------------------------------- WEEKEND/EVENT FLAT RATE EVENT FLAT RATE FRIDAY, SATURDAY & SUNDAY $15 PER VEHICLE FROM 8PM TO SAM $15 PER VEHICLE I MAXIMUM DAILY RATE $20.00 11 MAXIMUM DAILY RATE $20.00 11 MAXIMUM DAILY RATE $20.00 11 MAXIMUM DAILY RATE $20.00 11 MAXIMUM DAILY RATE $20.00 ] I LOST TICKET $20.00 I I LOST TICKET $20.00 11 LOST TICKET $20.00 11 LOST TICKET $20.00 11 l.OST TICKET $20.00 I 42nd Street (G6) 1 -8 HOURS $1 PER HOUR OR ANY PORTION THEREOF City Hall (G7) HOURS ~ !:!Q.!!.M ~ OT01 S2.00 ST06 $10.00 1 T02 $4.00 6T07 $11.00 2T03 $6.00 7T08 $12.00 3 T04 $8.00 8TO 15 $15.00 4 T05 $9.00 15TO 24 $20.00 -------------------------------EVENT FLAT RATE S 15 PER VEHICLE 5th & Alton (GS) HOURS RATE !:!Q.!!.M !!!E. OTO 1 $2.00 I T09 $13.00 1 T02 $4.00 9T010 $14.00 2T03 $6 .00 10T011 $15 .00 3T04 Sl.00 11 T012 $16 .00 4T05 $9.00 12T013 $17.00 5T06 $10.00 13T014 $18.00 6T07 $11 .00 14T015 $19.00 7TOI $12.00 15 TO 24 $20.00 -------------------------------DAILY FLAT RATE 11p to 6a S 15 PER VEHICLE Pennsylvania Avenue (G9) Sunset Harbor (G10) HOURS ~ !:!Q.!!.M ~ HOURS RATE !:!Ql/B! MI& OTO 1 $2.00 5T06 $10.00 OTO 1 $2.00 5T06 $10.00 1 T02 $4.00 6T07 $1 1.00 1 T02 $4.00 6T07 $11 .00 2T03 $6.00 7T08 $12.00 2TO 3 $6.00 7T08 $12.00 3T04 $8.00 8TO 15 $15.00 3T04 $8 .00 8T015 $15.00 4T05 $9.00 15 TO 24 $20.00 4T05 $9.00 15 TO 24 $20.00 -------------------------------------------------------------EVENT FLAT RATE EVENT FLAT RATE S 15 PER VEHICLE S 15 PER VEHICLE I MAXIMUM DAILY RATE $8.00 11 MAXIMUM DAILY RATE $20.00 11 MAXIMUM DAILY RATE $20.00 11 MAXIMUM DAILY RATE $20.00 11 MAXIMUM DAILY RATE $20.00 I ! LOST TICKET $8.00 I ! LOST TICKET $20.00 11 LOST TICKET $20.00 11 LOST TICKET $20.00 11 LOST TICKET $20.00 ! Collins Park (G12) ~ B!li !:!Q.!!.M !!!E. OT01 $2.00 5T06 $10.00 1 T02 $4.00 6T07 $11 .00 2T03 $6.00 7108 $12.00 3T04 $8.00 8TO 15 $15.00 4T05 $9.00 15 TO 24 $20.00 EVENT FLAT RATE $15 PER VEHICLE MAXIMUM DAILY RATE $20.00 LOST TICKET $20.00 2-HOUR FREE VALIDATION WITH RETAIL RECEIPT PARKING FEE INCLUDES APPLICABLE STATE SALES TAX NO BILLS OVER $20.00 ACCEPTED QUESTIONS AND ASSISTANCE 305.673.PARK (7275) 110 of 265 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. 111 of 265 TRUIST fill PO Box 2394, Omaha, NE 68103-2394 YOUR CARD PROCESSING STATEMENT CITY OF MIAMI BEACH VYOMIE GREENE 1700 CONVENTION CENTER DR MIAMI BEACH FL 33139-1824 Page Total Amount Submitted Page 50 Third Party Transactions Page 51 Chargebacks/Reversals Page 54 Adjustments Page 54 Fees Total Amount Processed IMPORTANT INFORMATION ABOUT YOUR ACCOUNT Page 1 of 58 THIS IS NOT A BILL Statement Period 01/01/23 -01/31/23 Merchant Number 275173125889 Customer Service Website - Phone -1-800-432-7628 $1,824,669.63 -$256,398.38 -$497.98 0.00 -$87,871.33 $1,479,901.94 Important Information: As previously communicated in September, your SunTrust Merchant Services account statement(s) was rebranded to reflect our new name, Truist Merchant Serv ices. 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 01/1 3/23 $46,701.90 -$7,709.17 -$70 .45 0.00 0.00 $38,922.28 0 1/14/23 $54,578.12 -$8,134.87 -$87.24 0.00 0.00 $46,356.01 2022 Tru1st, Tnnst Purple, and the Tru1st logo are service marks of Tru1st Fmanc1al Corporation. SunTrust Merchant Services, LLC. SunTrust, the SunTrust logo, and SunTrust Merchant Services are trademarks of Tru rst Ftnanc1al Corporation Merchant Services are provided by SunTrust Merchant Services, LLC, an alliance between First Data Merchant Services, LLC and Tru1st Bank 112 of 265 - - - 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 $65,380.29 -$9 ,233.19 -$21.40 0.00 0.00 $56,125.70 01/16/23 $61,564.29 -$8,578.96 -$43.75 0.00 0.00 $52,941.58 01/17/23 $50,781.90 -$7,431.91 -$20.40 0 .00 0.00 $43,329.59 01/18/23 $43,407.89 -$6,684.94 $6.35 0.00 0.00 $36,729.30 01/19/23 $45,886.41 -$7.442.26 $48.05 0.00 0.00 $38,492.20 01/20/23 $51,089.40 -$8,405.13 $255.99 0.00 0.00 $42,940.26 01/21/23 $58,961.14 -$8,606.86 -$2.70 0.00 0.00 $50,351.58 01/22/23 $77,872.70 -$10,060.62 $48.25 0.00 0.00 $67,860.33 01/23/23 $71,434.91 -$8,453.21 $38.45 0.00 0.00 $63,020.15 01/24/23 $46,865.06 -$7,075.43 $57.75 0.00 0.00 $39,847.38 01/25/23 $44,365.21 -$7,073 .19 $30.35 0.00 0.00 $37,322.37 01/26/23 $49,492.28 -$7,875.61 $29.90 0.00 0.00 $41,646.57 01/27/23 $51,217.03 -$8,225 .73 -$27.05 0.00 0.00 $42,964.25 01/28/23 $54,847.10 -$8,441.43 -$28.85 0.00 0.00 $46,376.82 01/29/23 $71,579.72 -$10,391.37 -$64.70 0.00 0.00 $61 ,123.65 01/30/23 $69,230.64 -$8,037.47 -$92.36 0 .00 0 .00 $61,100.81 01/31/23 $46,305.35 -$7,497.05 0.00 0.00 0.00 $38,808.30 Month End Charge 0.00 0.00 0 .00 0 .00 -$87,871 .33 -$87,871.33 Total $1,824,669.63 -$256,398.38 -$497.98 0.00 -$87,871.33 $1,479,901.94 SUMMARY BY CARD TYPE Total Gross Sales You Submitted Refunds Total Amount You Submitted Card Type Average Items Amount Items Amount Items Amount Ticket Mastercard $4.90 96,042 $470,699.92 0 0 .00 96,042 $470,699.92 VISA $5.14 207,141 $1,064 ,287.19 0 0 .00 207,141 $1,064 ,287 .19 Discover $5.57 5,977 $33,284.14 0 0.00 5,977 $33,284.14 American Express $4 .60 55,700 $256,398.38 0 0.00 55,700 $256,398.38 Total 364,860 $1,824,669.63 0 0.00 364,860 $1,824,669.63 SUMMARY BY BATCH Total Gross Sales You Submitted Refunds Total Amount You Submitted Batch Submit Date Average Items Amount Items Amount Items Amount Ticket 463413011788 01/01/23 $3.62 16 $57.95 0 0.00 16 $57.95 463418011129 01/01/23 $20.50 1 $20.50 0 0.00 1 $20.50 463429011947 01/01/23 $3.85 10 $38.45 0 0.00 10 $38.45 463439011730 01/01/23 $17.00 3 $51.00 0 0.00 3 $51.00 463442011597 01/01/23 $20.50 1 $20.50 0 0.00 1 $20.50 463448011575 01/01/23 $2.20 5 $11.00 0 0.00 5 $11.00 463566011833 01/01/23 $7 .17 3 $21.50 0 0.00 3 $21.50 463581011604 01/01/23 $15.25 2 $30.50 0 0.00 2 $30.50 801322013031 01/01/23 $4.34 18 $78 .05 0 0.00 18 $78.05 801323013116 01/01/23 $8.91 714 $6,362.82 0 0.00 714 $6,362.82 801324012950 01/01/23 $4.64 202 $937.37 0 0 .00 202 $937.37 801325013114 01/01/23 $8.11 832 $6,747.37 0 0.00 832 $6,747.37 801326013067 01/01/23 $6.66 48 $319.73 0 0.00 48 $319.73 801327013113 01/01/23 $7.00 159 $1,112.36 0 0.00 159 $1,112.36 801328013114 01/01/23 $6.69 969 $6,481.11 0 0 ,00 969 $6,481.11 801330013114 01/01/23 $4.54 481 $2,183.30 0 0.00 481 $2,183.30 801331013088 01/01/23 $2.31 173 $400.43 0 0.00 173 $400.43 801332013086 01/01/23 $5.91 44 $260.19 0 0 .00 44 $260.19 2022 Truist, Tnust Purple, and the Tru1st logo are service marks of Truist Financial Corporation . SunTrust Merchant Services, LLC . SunTrust, the SunTrust logo , and SunTrust Merchant Services are trademarks of Tru1st Financial Corporation. Merchant Services are provided by SunTrust Merchant Services, LLC, an alliance between First Data Merchant Services, LLC and Tru,st Bank. 113 of 265 YOUR CARD PROCESSING STATEMENT Merchant Number 275173125889 Page 3 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 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 01/0 1123 $2 .79 51 $142.48 0 0 .00 51 $142.48 801354013070 01/0 1/23 $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 01/01 123 $6.60 186 $1,227 .26 0 0 .00 186 $1,227 .26 801375013111 01/0 1/23 $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 Tru1st, Tnust Purple, and the Tru1st logo are service marks of Tru1st Financial Corporation . SunTrust Merchant Services, LLC. SunTrust. the SunTrust logo . and SunTrust Merchant Services are trademarks of Tru1st F1nanc1al Corporation . Merchant Services are provided by SunTrust Merchant Services, LLC, an alliance between First Data Merchant Services, LLC and Truisl Bank . 114 of 265 - YOUR CARD PROCESSING STATEMENT Merchant Number 275173125889 Page 4 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 Ticket Amount Items Amount Items Amount 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 -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 $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 $10 .00 0 0 .00 $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 Tru1st Bank. 115 of 265 YOUR CARD PROCESSING STATEMENT Merchant Number 275173125889 Page 5 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 T icket 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 $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 01/03123 $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 Tru,st, Tru1st Purple, and the Trwst logo are service marks of Tru1st Fmanctal Corporat1on. SunTrust Merchant Services, LLC. SunTrust, the SunTrust logo, and SunTrust Merchant Services are trademarks of Tru1st Financial Corporation. Merchant Services are provided by SunTrust Merchant Services , LLC, an alliance between First Data Merchant Services, LLC and Truist Bank . 116 of 265 - YOUR CARD PROCESSING STATEMENT Merchant Number 275173125889 Page 6 of 58 -Customer Service Website - Phone -1-800-432-7628 Statement Period 01/01/23 -01/31/23 SUMMARY BY BATCH Total Gross Sales You Submitted Refunds Total Amount You Submitted Batch Su bmit Date Average Items Ticket Amount Items Amount Items Amount 801325033116 01/03/23 $7 .13 817 $5,824 .11 0 0 .00 817 $5,824.11 801326033069 01/03/23 $4.49 48 $215 .37 0 0.00 48 $215 .37 801327033115 01/03/23 $5 .21 148 $770.55 0 0 .00 148 $770.55 -801328033116 01/03123 $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 01103/23 $2 .29 227 $519 .70 0 0.00 227 $519 .70 801332033088 01/03/23 $3.56 50 $178.19 0 0 .00 50 $178.19 801333033028 01/03/23 $4 .68 57 $266.97 0 0.00 57 $266 .97 801335032913 01/03/23 $2 .87 9 $25 .87 0 0 .00 9 $25 .87 801336033116 01/03/23 $6 .32 467 $2,952 .26 0 0.00 467 $2,952.26 801338032994 01103/23 $3 .38 38 $128 .44 0 0 .00 38 $128.44 801339033028 01/03123 $4 .08 381 $1,554 .98 0 0 .00 381 $1,554 .98 801340033117 01103/23 $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 01103/23 $1 .44 28 $40 .35 0 0 .00 28 $40 .35 801347032985 01103123 $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 01/03123 $2 .16 607 $1,310 .62 0 0 .00 607 $1,310 .62 801355032254 01103/23 $1 .78 8 $14.27 0 0 .00 8 $14 .27 801356033068 01103/23 $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 01/03123 $3 .15 48 $151 .03 0 0.00 48 $151 .03 801366032538 01/03123 $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 01/03123 $5 .90 191 $1 ,127.47 0 0.00 191 $1,127 .47 801375033113 01103/23 $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 01/03123 $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 01/03123 $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 01/03123 $1 .82 8 $14 .52 0 0 .00 8 $14 .52 801389033113 01/03123 $1.46 46 $67 .02 0 0 .00 46 $67 .02 801391033049 01/03123 $1 .56 9 $14 .06 0 0 .00 9 $14 .06 2022 Truist. Truist Purple, and the Tru1st logo are seiv1ce marks of Tru1st 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 Tru1st Bank . 117 of 265 YOUR CARD PROCESSING STATEMENT Merchant Number 275173125889 Page 7 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 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 0 1/04/23 $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 Tnnst, Truist Purple, and the Truist logo are service marks of Truist F1nanc1al Corporat10n. SunTrust Merchant Services, LLC . SunTrust, the SunTrust logo , and SunTrust Merchant Services are trademarks of Tru1st Financial Corporation . Merchant Services are provided by SunTrust Merchant Services, LLC, an alliance between First Data Merchant Serv ices , LLC and Trwst Bank . 118 of 265 - YOUR CARD PROCESSING STATEMENT Merchant Number 275173125889 Page 8 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 Su bmit Date Average Items Amount Items Amount Items Amount Ticket 801356043069 01/04/23 $1.33 61 $81 .37 0 0.00 61 $81 .37 801357042906 01/04/23 $2.31 13 $30.00 0 0 .00 13 $30 .00 801358043061 01/04/23 $2.49 129 $321 .60 0 0 .00 129 $321 .60 -801359043049 01/04/23 $3.38 273 $922.86 0 0 .00 273 $922.86 801361043048 01/04/23 $3 .08 435 $1,339.06 0 0 .00 435 $1,339 .06 801362043046 01/04/23 $3.77 101 $380.38 0 0 .00 101 $380 .38 801363043045 01/04/23 $3.60 44 $158.35 0 0 .00 44 $158.35 801364043049 01/04/23 $3.27 109 $356.63 0 0 .00 109 $356.63 801365043040 01/04/23 $2 .36 32 $75.40 0 0 .00 32 $75 .40 801366042539 01/04/23 $3.27 6 $19 .60 0 0 .00 6 $19 .60 801367042991 01/04/23 $5.00 54 $269.80 0 0 .00 54 $269.80 801368043043 01/04/23 $5.40 80 $432.05 0 0.00 80 $432 .05 801369043110 01/04/23 $6 .62 104 $688.76 0 0 .00 104 $688 .76 801370043110 01/04/23 $7.13 65 $463.32 0 0.00 65 $463.32 801372043117 01/04/23 $5.24 125 $655.43 0 0 .00 125 $655.43 801373043107 01/04/23 $5.00 123 $615.16 0 0 .00 123 $615.16 801374043116 01/04/23 $5.86 135 $790.84 0 0 .00 135 $790 .84 801375043114 01/04/23 $5.54 246 $1,363 .71 0 0 .00 246 $1,363 .71 801376042229 01/04/23 $4 .15 79 $327.98 0 0 .00 79 $327 .98 801377043028 01/04/23 $4 .13 86 $355.05 0 0 .00 86 $355.05 801379042944 01/04/23 $5.04 68 $342.55 0 0 .00 68 $342 .55 801380042876 01/04/23 $2 .11 31 $65 .42 0 0 .00 31 $65 .42 801381043030 01/04/23 $2 .26 152 $343.99 0 0 .00 152 $343 .99 801382043036 01/04/23 $19 .19 149 $2,859 .90 0 0 .00 149 $2,859 .90 801383042953 01/04/23 $1 .89 15 $28.41 0 0.00 15 $28.41 801384043029 01/04/23 $3.30 104 $343.14 0 0 .00 104 $343.14 801385043029 01/04/23 $4 .30 105 $451.33 0 0.00 105 $451.33 801387043022 01/04/23 $2.54 44 $111.95 0 0 .00 44 $111 .95 801389043114 01/04/23 $1 .22 72 $87.66 0 0.00 72 $87 .66 801391043050 01/04/23 $1.48 9 $13 .32 0 0 .00 9 $13 .32 801392043004 01/04/23 $1 .13 10 $11 .29 0 0 .00 10 $11 .29 801393043097 01/04/23 $2.48 21 $52 .18 0 0 .00 21 $52 .18 801395043029 01/04/23 $0.99 11 $10.85 0 0 .00 11 $10.85 801396043098 01/04/23 $2 .12 76 $161.40 0 0 .00 76 $161.40 801397043048 01/04/23 $3 .40 318 $1,081.40 0 0 .00 318 $1,081.40 801398042866 01/04/23 $2.26 42 $94 .81 0 0 .00 42 $94 .81 801399042766 01/04/23 $1 .68 3 $5.05 0 0 .00 3 $5.05 801400043070 01/04/23 $3 .57 167 $595.63 0 0 .00 167 $595.63 801401043039 01/04/23 $2.17 40 $86 .67 0 0 .00 40 $86.67 801403043085 01/04/23 $2.01 31 $62.24 0 0.00 31 $62.24 801404042676 01/04/23 $2 .76 19 $52.41 0 0 .00 19 $52.41 801405042118 01/04/23 $1 .68 15 $25 .16 0 0 .00 15 $25 .16 801406042967 01/04/23 $4.65 327 $1,521 .00 0 0 .00 327 $1,521 .00 801407043044 01/04/23 $5.18 32 $165 .77 0 0 .00 32 $165.77 801408043044 01/04/23 $4 .15 33 $136.85 0 0 .00 33 $136.85 801409042644 01/04/23 $2 .28 23 $52.43 0 0.00 23 $52 .43 801411042977 01/04/23 $3 .94 17 $66.95 0 0 .00 17 $66.95 801412042990 01/04/23 $1.48 4 $5.90 0 0 .00 4 $5.90 801413043000 01/04/23 $3 .82 26 $99 .37 0 0 .00 26 $99 .37 801415041886 01/04/23 $0.96 3 $2 .87 0 0 .00 3 $2 .87 463413051792 01/05/23 $3 .76 21 $79 .00 0 0 .00 21 $79 .00 463425050881 01/05/23 $20.50 1 $20 .50 0 0 .00 1 $20 .50 463429051951 01/05/23 $4 .09 16 $65.45 0 0 .00 16 $65.45 463439051734 01/05/23 $19 .67 3 $59.00 0 0.00 3 $59 .00 463442051601 01/05/23 $5 .00 2 $10.00 0 0.00 2 $10 .00 463448051579 01/05/23 $2 .50 2 $5.00 0 0 .00 2 $5 .00 463566051837 01/05/23 $7.68 17 $130 .50 0 0 .00 17 $130.50 2022 Truist, Truist Purple, and the Truist logo are service marks of Truist Financial Corporation. SunTrust Merchant Services, LLC. SunTrust, the SunTrust logo, and SunTrust Merchant Services are trademarks of Truist Financial Corporation. Merchant Se,vices are provided by SunTru st Merchant Services, LLC, an alliance between First Data Merchant Services, LLC and Truist Bank. 119 of 265 YOUR CARD PROCESSING STATEMENT Merchant Number 275173125889 Page 9 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 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 Tru,st. Tru1st Purple, and the Trwst logo are service marks of Truist Fmanctal Corporation . SunTrust Merchant Services, LLC. SunTrust, the SunTrust rogo , and SunTrust Merchant Services are trademarks of Tru1st F1nanc1al Corporation . Merchant Services are provided by SunTrust Merchant Services , LLC , an alhance between First Data Merchant Services, LLC and Tru ist Bank. 120 of 265 - YOUR CARD PROCESSING STATEMENT Merchant Number 275173125889 Page 10 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 Ticket Amount Items Amount Items Amount 801387053023 01/05/23 $2.29 44 $100.56 0 0 .00 44 $100.56 801388051445 01/05/23 $3 .51 3 $10.52 0 0.00 3 $10 .52 801389053115 01/05/23 $1 .37 91 $125.06 0 0 .00 91 $125.06 -801391053051 01/05/23 $1 .57 12 $18 .81 0 0 .00 12 $18 .81 801392053005 01/05/23 $1 .97 10 $19 .66 0 0 .00 10 $19.66 801393053098 01/05/23 $1 .11 15 $16 .70 0 0 .00 15 $16 .70 801395053030 01/05/23 $1 .55 7 $10.87 0 0.00 7 $10.87 801396053099 01/05/23 $2.23 72 $160.71 0 0 .00 72 $160 .71 801397053049 01/05/23 $3 .61 313 $1 ,128.63 0 0.00 313 $1,128 .63 801398052867 01/05/23 $2 .51 48 $120.42 0 0 .00 48 $120.42 801399052767 01/05/23 $2.08 4 $8.32 0 0 .00 4 $8.32 801400053071 01/05/23 $3.11 161 $501 .23 0 0 .00 161 $501 .23 801401053040 01/05/23 $1 .20 30 $35.95 0 0 .00 30 $35 .95 801403053086 01/05/23 $1 .30 57 $74.00 0 0.00 57 $74.00 801404052677 01/05/23 $2.09 19 $39.64 0 0 .00 19 $39.64 801405052119 01/05/23 $3.00 11 $33 .00 0 0.00 11 $33 .00 801406052968 01/05/23 $4 .82 329 $1 ,585.50 0 0 .00 329 $1,585 .50 801407053045 01/05/23 $5.14 31 $159.46 0 0 .00 31 $159.46 801408053045 01/05/23 $4 .20 32 $134 .51 0 0 .00 32 $134 .51 801409052645 01/05/23 $2.68 31 $83.11 0 0.00 31 $83 .11 801411052978 01/05/23 $3.92 14 $54.90 0 0 .00 14 $54.90 801412052991 01/05/23 $1.70 9 $15.30 0 0 .00 9 $15 .30 801413053001 01/05/23 $4 .05 28 $113.51 0 0 .00 28 $113.51 801415051887 01/05/23 $1 .54 4 $6.15 0 0 .00 4 $6.15 463406061206 01/06/23 $8.50 1 $8 .50 0 0 .00 1 $8.50 463413061793 01/06/23 $6.17 12 $74.00 0 0.00 12 $74 .00 463425060882 01/06/23 $2.00 $2.00 0 0 .00 $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 $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 Tru1st Bank. 121 of 265 YOUR CARD PROCESSING STATEMENT Merchant Number 275173125889 Page 11 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 801350063016 01/06/23 $1 .32 56 $73 .69 0 0 .00 56 $73.69 801351063119 01/06/23 $1.48 547 $811.50 0 0 .00 547 $811 .50 801353063028 01/06/23 $2 .63 35 $92 .01 0 0 .00 35 $92 .01 801354063075 01/06/23 $2.34 282 $658.78 0 0 .00 282 $658 .78 801355062257 01/06/23 $1 .19 7 $8 .36 0 0 .00 7 $8.36 801356063071 01/06/23 $1 .13 40 $45.35 0 0 .00 40 $45 .35 801357062908 01/06/23 $2.76 12 $33.15 0 0 .00 12 $33.15 801358063063 01/06/23 $2 .20 162 $356 .10 0 0.00 162 $356.10 801359063051 01/06/23 $3 .38 250 $843 .92 0 0 .00 250 $843.92 801361063050 01/06/23 $3 .29 408 $1,342 .49 0 0 .00 408 $1,342.49 801362063048 01/06/23 $4 .20 122 $512.69 0 0 .00 122 $512.69 801363063047 01/06/23 $3 .60 51 $183.80 0 0 .00 51 $183.80 801364063051 01/06/23 $3.41 102 $347.74 0 0 .00 102 $347.74 801365063042 01/06/23 $2 .83 43 $121.80 0 0 .00 43 $121.80 801366062541 01/06/23 $2 .62 10 $26.22 0 0 .00 10 $26.22 801367062993 01/06/23 $5 .28 49 $258 .80 0 0 .00 49 $258 .80 801368063045 01/06/23 $5.61 84 $471 .65 0 0 .00 84 $471 .65 801369063112 01/06/23 $7 .32 104 $761 .62 0 0 .00 104 $761 .62 801370063112 01/06/23 $6 .76 66 $446.06 0 0.00 66 $446 .06 801372063119 01/06/23 $4 .97 120 $596.17 0 0 .00 120 $596.17 801373063109 01/06/23 $5 .12 141 $721.90 0 0.00 141 $721.90 801374063118 01/06/23 $6 .15 142 $872 .88 0 0.00 142 $872.88 801375063116 01/06/23 $5 .47 231 $1,262 .99 0 0 .00 231 $1,262 .99 801376062231 01/06/23 $4 .36 106 $462.22 0 0.00 106 $462 .22 801377063030 01/06/23 $4 .46 119 $530.67 0 0 .00 119 $530.67 801379062946 01/06/23 $5 .00 87 $435 .35 0 0 .00 87 $435 .35 801380062878 01/06/23 $1 .99 17 $33.78 0 0.00 17 $33 .78 801381063032 01/06/23 $2 .36 158 $373.64 0 0 .00 158 $373.64 801382063038 01/06/23 $19 .24 181 $3,482.45 0 0 .00 181 $3,482.45 801383062955 01/06/23 $2.44 20 $48 .87 0 0 .00 20 $48 .87 801384063031 01/06/23 $2 .92 110 $321 .17 0 0 .00 110 $321 .17 801385063031 01/06/23 $4 .25 105 $446.15 0 0.00 105 $446 .15 801387063024 01/06/23 $2 .05 42 $85.97 0 0 .00 42 $85.97 801388061446 01/06/23 $0.85 $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 .35 0 0 .00 1 $1 .35 463413071794 01/07/23 $3.00 4 $12.00 0 0 .00 4 $12.00 2022 Tnust, Tru1st Purple, and the Truist logo are service marks of Tru1st Financial Corpo ration. SunTrust Merchant Services, LLC. SunTrust, the SunTrust logo, and SunTrust Merchant Services are trademarks of Tru lst Financial Corporation Merchant Services are provided by SunTrust Merchant Services, LLC , an alliance between First Data Merchant Services , LLC and Truist Bank. 122 of 265 - 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 -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 $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 Tru1st, Truist Purple, and the Tru1st logo are service marks of Tru1st F1nanc1al Corporat1on. SunTrust Merchant Services, LLC. SunTrust, the SunTrust logo, and SunTrust Merchant Services are trademarks of Tru1st Financial Corporatmn Merchant Services are provided by SunTrust Merchant Services, LLC , an alliance between First Data Merchant Services, LLC and Truist Bank. 123 of 265 YOUR CARD PROCESSING STATEMENT Merchant Number 275173125889 Page 13 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 801 380072879 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 Tru1st, Tnust Purple , and the Truist logo are service marks of Truist F1nanc1al Corporation SunTrust Merchant Services, LLC. SunTrust, the SunTrust logo, and SunTrust Merchant Services are trademarks of Tru ist Financial Corporation. Merchant Services are provided by SunTrust Merchant Services. LLC, an alliance between First Data Merchant Services, LLC and Truist Bank . 124 of 265 - YOUR CARD PROCESSING STATEMENT Merchant Number 275173125889 Page 14 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 801348082198 01/08/23 $2 .35 $2.35 0 0.00 $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 -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 Tnust, Tru1st Purple, and the Tnust logo are service mark s of Truist Financial Corporation. SunTrust Merchant Services, LLC SunTrust, the SunTrust logo . and SunTrust Merch ant Services are trademarks of Tru1st Financial Corporation. Merchant Services are provided by SunTrust Merchant Services , LLC , an alliance between First Data Merchant Services, LLC and Tru1st Bank. 125 of 265 YOUR CARD PROCESSING STATEMENT Merchant Number 275173125889 Page 15 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 801415081890 01/08/23 $1.15 3 $3.44 0 0.00 3 $3.44 463413091796 01/09/23 $8.06 24 $193.50 0 0.00 24 $193 .50 463425090883 01/09/23 $4 .25 2 $8.50 0 0 .00 2 $8 .50 463429091955 01/09/23 $2 .23 13 $29 .00 0 0.00 13 $29.00 463439091738 01/09/23 $4.40 5 $22 .00 0 0.00 5 $22.00 463442091605 01/09/23 $9 .00 2 $18.00 0 0.00 2 $18.00 463448091582 01/09/23 $2.50 3 $7 .50 0 0.00 3 $7.50 463566091841 01/09/23 $6 .25 2 $12.50 0 0 .00 2 $12.50 463581091612 01/09/23 $7.67 6 $46.00 0 0.00 6 $46 .00 801322093039 01/09/23 $5.63 13 $73 .15 0 0 .00 13 $73 .15 801323093124 01/09/23 $7.14 712 $5,086 .33 0 0 .00 712 $5,086 .33 801324092958 01/09/23 $3 .98 251 $999 .82 0 0.00 251 $999.82 801325093122 01/09/23 $6.37 721 $4,591.15 0 0.00 721 $4,591.15 801326093075 01/09/23 $6.21 31 $192.36 0 0.00 31 $192.36 801327093121 01/09123 $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 Tru1st, Tru1st 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 Tru1st Fmanc1al Corporation Merchant Services are pro Yi ded by SunTrust Merchant Services, LLC. an alliance between First Data Merchant Services, LLC and Tru1st Bank . 126 of 265 - YOUR CARD PROCESSING STATEMENT Merchant Number 275173125889 Page 16 of 58 -Customer Service Website - Phone -1-800-432-7628 Statement Period 01/01/23 -01/31/23 SUMMARY BY BATCH Total Gross Sales You Submitted Refunds Total Amount You Submitted Batch Submit Date Average Items Amount Items Amount Items Amount Ticket 801377093033 01/09/23 $3 .84 142 $545.87 0 0.00 142 $545.87 801379092949 01/09/23 $4.47 97 $433.50 0 0 .00 97 $433.50 801380092881 01/09/23 $2 .20 34 $74 .75 0 0 .00 34 $74 .75 -801381093035 01/09/23 $2 .33 139 $324 .11 0 0 .00 139 $324 .11 801382093041 01/09/23 $19 .53 211 $4,121.55 0 0 .00 211 $4,121 .55 801383092958 01/09/23 $2 .17 29 $62 .94 0 0 .00 29 $62 .94 801384093034 01/09/23 $3 .27 123 $402 .63 0 0 .00 123 $402.63 801385093034 01/09/23 $4 .38 118 $516.67 0 0.00 118 $516.67 801387093027 01 /09/23 $1 .95 44 $85.84 0 0 .00 44 $85 .84 801388091449 01/09/23 $1 .41 7 $9.88 0 0.00 7 $9 .88 801389093119 01109/23 $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 01/10123 $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 . 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 Tru1st Bank . 127 of 265 YOUR CARD PROCESSING STATEMENT Merchant Number 275173125889 Page 17 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 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 Trwst, Trwst Purple . and the Tru1st logo are service marks of Tn11st Fmanaal Corporation . SunTrust Merchant Services, LLC. SunTrust , the SunTrust logo, and SunTrust Merchant Services are trademarks of Tru1st Financfa1 Corporation . Merchant Services are provided by SunTrust Merchant Services, LLC, an alliance between First Data Merchant Services , LLC and Truist Bank . 128 of 265 - YOUR CARD PROCESSING STATEMENT Merchant Number 275173125889 Page 18 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 Ticket Amount Items Amount Items Amount 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 $1.00 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 Truisl , Truist Purple, and the Tru1st 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 Tru lst Bank . 129 of 265 YOUR CARD PROCESSING STATEMENT Merchant Number 275173125889 Page 19 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 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 0 1111/23 $1.46 19 $27 .81 0 0.00 19 $27 .81 801395113036 0 1/11/23 $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 $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 $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 Tru1s1, Tru1st Purple , and the Tnust logo are service marks of Tru1st Financial Corporation . SunTrust Merchant Services, LLC. SunTrust, the SunTrust logo, and SunTrust Merchant Services are trademarks of Tru1st Financ ial Corporation . Merchant Services are provided by SunTrust Merchant Services , LLC, an alliance between First Data Merchant Services , LLC and Tru,st Bank . 130 of 265 - 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 .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 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 Se,vices , LLC, an alliance between First Data Merchant Services, LLC and Tru1st Bank. 131 of265 YOUR CARD PROCESSING STATEMENT Merchant Number 275173125889 Page 21 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 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 $1.35 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 Tru1st, Tn11st Purple, and the Tru1st logo are service marks of Truist Financial Corporation SunTrust Merchant Services, LLC. SunTrust, the SunTrust logo, and SunTrust Merchant Services are trademarks of Tnnst Financial Corporation. Merchant Services are provided by SunTrust Merchant Services, LLC, an alhance between First Data Merchant Services, LLC and Truist Bank. 132 of 265 - 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 Ticket Amount Items Amount Items Amount 801368133052 01/13/23 $5 .29 80 $423.10 0 0 .00 80 $423 .10 801369133119 01/13/23 $7 .01 71 $497.90 0 0 .00 71 $497 .90 801370133119 01 /13/23 $5 .98 50 $298.78 0 0 .00 50 $298.78 -801372133126 01/13/23 $5 .37 101 $542.24 0 0.00 101 $542.24 801373133116 01/13/23 $5 .06 111 $561 .92 0 0 .00 111 $561 .92 801374133125 01/13/23 $5.14 123 $631 .62 0 0.00 123 $631 .62 801375133123 01/13/23 $4.94 182 $899.93 0 0 .00 182 $899.93 801376132238 01/13/23 $4.68 87 $407.03 0 0.00 87 $407.03 801377133037 01/13/23 $3 .52 50 $176.12 0 0 .00 50 $176.12 801379132953 01/13/23 $4 .21 72 $303.40 0 0 .00 72 $303.40 801380132885 01/13/23 $1 .71 14 $23 .96 0 0 .00 14 $23.96 801381133039 01/13/23 $2.25 117 $262 .80 0 0 .00 117 $262.80 801382133045 01/13/23 $19.26 105 $2,021.90 0 0 .00 105 $2 ,021.90 801383132962 01/13/23 $2.28 12 $27.34 0 0 .00 12 $27.34 801384133038 01/13/23 $2 .98 89 $265.49 0 0 .00 89 $265.49 801385133038 01/13/23 $4 .28 116 $496.38 0 0 .00 116 $496 .38 801387133031 01/13/23 $2 .10 50 $105.19 0 0 .00 50 $105 .19 801388131453 01/13/23 $1 .85 1 $1 .85 0 0 .00 $1 .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 $2.50 0 0.00 $2 .50 463425140885 01/14/23 $3 .00 $3.00 0 0 .00 $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 Tru1st , Tru1st 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 Tru1st Bank . 133 of 265 YOUR CARD PROCESSING STATEMENT Merchant Number 275173125889 Page 23 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 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 01/14123 $1.38 3 $4 .15 0 0 .00 3 $4.15 801396143108 01/14123 $2.70 40 $107.87 0 0 .00 40 $107.87 801397143058 01/14123 $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 Tru1sl, Tru ist Purp!e, and the Tru1st logo are service marks of Tru1st F1nanc1al Corporation SunTrust Merchant Services, LLC. SunTrust, the SunTrust logo, and SunTrust Merchant Services are tra demarks of Tnust Financial Corporation . Merchant Services are provided by SunTrust Merchant Services, LLC, an alllance between First Data Merchant Services, LLC and Truist Bank. 134 of 265 - 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 Su bmit Date Average Items Ticket Amount Items Amount Items Amount 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 $3.46 463413151802 01/15/23 $3.73 13 $48 .50 0 0 .00 13 $48.50 463418151135 01/15/23 $13 .50 3 $40 .50 0 0 .00 3 $40 .50 463429151961 01/15/23 $2 .83 20 $56 .50 0 0 .00 20 $56.50 463442151609 01/15/23 $16.48 2 $32 .95 0 0 .00 2 $32 .95 463448151588 01/15/23 $3 .50 4 $14 .00 0 0 .00 4 $14 .00 463566151847 01/15/23 $16.50 1 $16 .50 0 0.00 1 $16 .50 463581151618 01/15/23 $20 .50 5 $102.50 0 0 .00 5 $102.50 801322153045 01/15/23 $5 .31 23 $122 .10 0 0.00 23 $122.10 801323153130 01/15/23 $7.19 896 $6,442 .90 0 0 .00 896 $6,442.90 801324152964 01/15/23 $3 .90 216 $843 .38 0 0 .00 216 $843.38 801325153128 01/15/23 $6.47 845 $5,468 .57 0 0 .00 845 $5,468.57 801326153081 01/15/23 $4 .73 43 $203.43 0 0 .00 43 $203.43 801327153127 01/15/23 $4 .80 171 $820.27 0 0 .00 171 $820.27 801328153128 01/15/23 $5.89 1,150 $6,767.80 0 0.00 1,150 $6,767 .80 801330153128 01/15/23 $4.86 481 $2,338.71 0 0 .00 481 $2,338.71 801331153102 01/15/23 $2.42 272 $657.40 0 0 .00 272 $657.40 801332153100 01/15/23 $4 .58 69 $316.23 0 0 .00 69 $316.23 801333153040 01/15/23 $4 .67 48 $223.93 0 0 .00 48 $223.93 801335152925 01/15/23 $4 .27 62 $264 .57 0 0.00 62 $264 .57 801336153128 01/15/23 $6 .14 452 $2,775.90 0 0 .00 452 $2,775 .90 801338153006 01/15/23 $3.38 35 $118.40 0 0.00 35 $118.40 801339153040 01/15/23 $4.12 329 $1,354 .77 0 0 .00 329 $1,354 .77 801340153129 01/15/23 $6 .62 1,156 $7,647 .79 0 0 .00 1,156 $7,647.79 801341153129 01/15/23 $7 .88 633 $4,989 .65 0 0 .00 633 $4,989.65 801342152762 01/15/23 $2.70 8 $21 .63 0 0 .00 8 $21 .63 801343153127 01/15/23 $1.43 125 $179.36 0 0 .00 125 $179.36 801344152152 01/15/23 $0 .35 1 $0.35 0 0.00 1 $0 .35 801346153113 01/15/23 $1 .34 27 $36 .12 0 0 .00 27 $36.12 801347152997 01/15/23 $1 .25 11 $13 .80 0 0.00 11 $13 .80 801348152204 01/15/23 $0.46 3 $1 .37 0 0 .00 3 $1 .37 801349153075 01/15/23 $1 .34 9 $12 .04 0 0 .00 9 $12 .04 801350153025 01/15/23 $2 .19 7 $15 .36 0 0 .00 7 $15 .36 801351153128 01/15/23 $1.52 592 $897.69 0 0.00 592 $897 .69 801353153037 01/15/23 $2 .38 32 $76 .00 0 0 .00 32 $76.00 801354153084 01/15/23 $2 .03 348 $706.69 0 0 .00 348 $706.69 801355152265 01/15/23 $4 .76 5 $23.82 0 0 .00 5 $23.82 801356153080 01/15/23 $2 .22 17 $37 .81 0 0 .00 17 $37 .81 801357152917 01/15/23 $3.60 7 $25 .22 0 0 .00 7 $25 .22 801358153072 01/15/23 $2 .47 90 $222.65 0 0 .00 90 $222 .65 801359153060 01/15/23 $3.53 318 $1,122.68 0 0 .00 318 $1,122 .68 801361153059 01/15/23 $3.31 484 $1,602.80 0 0.00 484 $1,602.80 801362153057 01/15/23 $4.33 185 $801 .20 0 0 .00 185 $801 .20 801363153056 01/15/23 $4.43 46 $203.57 0 0.00 46 $203 .57 801364153060 01/15/23 $3.41 118 $402.64 0 0 .00 118 $402 .64 2022 Truist, Truist Purple, and the Truist logo are service marks ofTru1st Financial Corporation. SunTrust Merchant Services, LLC . SunTrust, the SunTrust logo, and SunTrust Merchant Services are trademarks of Truist F1nanc1al Corporation . Merchant Service s are provided by SunTrust Merchant Services, LLC, an alliance between First Data Merchant Services, LLC and Tru1st Bank. 135 of 265 YOUR CARD PROCESSING STATEMENT Merchant Number 275173125889 Page 25 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 801365153051 01/15/23 $4.41 46 $203.08 0 0.00 46 $203.08 801366152550 01/15/23 $4.10 6 $24.60 0 0.00 6 $24.60 801367153002 01/15/23 $4.72 69 $325.70 0 0.00 69 $325.70 801368153054 01/15/23 $5.71 85 $485.40 0 0.00 85 $485.40 801369153121 01/15/23 $6.05 106 $640.92 0 0.00 106 $640.92 801370153121 01/15/23 $6.85 89 $609.88 0 0.00 89 $609.88 801372153128 01/15/23 $4.95 146 $723.01 0 0.00 146 $723.01 801373153118 01/15/23 $5.68 119 $675.76 0 0.00 119 $675.76 801374153127 01 /15/23 $5.32 197 $1,047.29 0 0.00 197 $1,047.29 801375153125 01 /15/23 $5.06 268 $1,355.78 0 0.00 268 $1,355.78 801376152240 01 /15/23 $3.86 115 $444.10 0 0.00 115 $444.10 801377153039 01 /15/23 $4.65 33 $153.38 0 0.00 33 $153.38 801379152955 01/15/23 $4.79 118 $565.75 0 0.00 118 $565.75 801380152887 01 /15/23 $1.76 21 $36.99 0 0.00 21 $36.99 801381153041 01 /15/23 $2.16 102 $220.05 0 0.00 102 $220.05 801382153047 01/15/23 $19.15 155 $2,967.65 0 0.00 155 $2,967.65 801383152964 01 /15/23 $2.74 15 $41.10 0 0.00 15 $41.10 801384153040 01 /15/23 $3.18 89 $283.37 0 0.00 89 $283.37 801385153040 01/15/23 $4.38 132 $578.30 0 0.00 132 $578.30 801387153033 01/15/23 $2.33 41 $95.50 0 0.00 41 $95.50 801388151454 01/15/23 $2.50 3 $7.49 0 0.00 3 $7.49 801389153125 01/15/23 $1.88 61 $114.89 0 0.00 61 $114.89 801391153061 01/15/23 $0.79 26 $20.65 0 0.00 26 $20.65 801392153015 01/15/23 $1.31 19 $24.92 0 0.00 19 $24.92 801393153108 01/15/23 $1.27 25 $31.85 0 0.00 25 $31.85 801395153040 01/15/23 $3.61 $3.61 0 0.00 $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 $1.00 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 $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 Tru,st, Tnust Purple , and the Truist logo are service marks of Tru1st F1nanc1al Corporat1on _ SunTrust Merchant Services, LLC. SunTrust, the SunTrust logo, and SunTrust Merchant Services are trademarks of Tru1st Fin anc1a t Corporation . Merchant Services are provided by SunTrust Merchant Services, LLC, an alliance between First Data Merchant Services, LLC and Truist Bank. 136 of 265 - YOUR CARD PROCESSING STATEMENT Merchant Number 275173125889 Page 26 of 58 -Customer Service Website- Phone -1-800-432-7628 Statement Period 01/01/23 -01/31/23 SUMMARY BY BATCH Total Gross Sales You Submitted Refunds Total Amount You Submitted Batch Submit Date Average Items Amount Items Amount Items Amount Ticket 801327163128 01/16/23 $5 .50 126 $692 .79 0 0 .00 126 $692 .79 801328163129 01/16/23 $5 .87 901 $5 ,289 .53 0 0.00 901 $5 ,289 .53 801330163129 01/16/23 $4 .66 418 $1,947 .37 0 0 .00 418 $1 ,947 .37 -801331163103 01/16/23 $2 .17 195 $423 .31 0 0 .00 195 $423 .31 801332163101 01/16/23 $3 .91 61 $238 .29 0 0 .00 61 $238 .29 801333163041 01/16/23 $4.43 78 $345 .51 0 0 .00 78 $345.51 801334162479 01/16/23 $1 .35 $1.35 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 a.op 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 Truisl , Truist Purple, and the Trui st logo are service marks of Tru1st 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 Tru1st Bank. 137 of 265 YOUR CARD PROCESSING STATEMENT Merchant Number 275173125889 Page 27 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 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 .6 7 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 .00 0 0 .00 1 $1.00 463413171804 01/17/23 $4.25 10 $42 .50 0 0 .00 10 $42.50 463418171136 01/17/23 $4.75 2 $9.50 0 0 .00 2 $9.50 463429171963 01/17/23 $4 .21 24 $100 .95 0 0.00 24 $100 .95 4634391717 44 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 $106.27 801 35417 3086 01 /17/23 $2 .05 228 $467.64 0 0 .00 228 $467 .64 801355172267 01 /17/23 $10 .31 $10 .31 0 0 .00 $10 .31 2022 Tru1st . Tru1st Purple , and the Tru,st logo are service marks of Tnnst Financial Corp oratmn. SunTrust Merchant Services, LLC . SunTrust , the SunTrust logo, and SunTrust Merchant Services are trademarks of Tru1st Financial Corporation Merchant Services are provided by SunTrust Merchant Services, LLC, an all lance between First Data Merchant Services , LLC and Tru1st Bank 138 of 265 - YOUR CARD PROCESSING STATEMENT Merchant Number 275173125889 Page 28 of 58 -Customer Service Website - Phone -1-800-432-7628 Statement Period 01/01/23 -01/31/23 SUMMARY BY BATCH Total Gross Sales You Submitted Refunds Total Amount You Submitted Batch Submit Date Average Items Ticket Amount Items Amount Items Amount 801356173082 01/17/23 $1 .19 21 $24 .99 0 0 .00 21 $24 .99 801357172919 01/17/23 $1 .80 13 $23 .36 0 0 .00 13 $23 .36 801358173074 01/17/23 $2 .06 102 $210.22 0 0 .00 102 $210 .22 -801359173062 01/17/23 $3 .02 241 $728.07 0 0 .00 241 $728.07 801361173061 01/17/23 $2 .97 363 $1,078 .77 0 0 .00 363 $1 ,078 .77 801362173059 01/17/23 $3 .59 121 $433 .97 0 0 .00 121 $433.97 801363173058 01/17/23 $3 .82 48 $183.40 0 0.00 48 $183.40 801364173062 01/17/23 $3 .66 146 $535.06 0 0 .00 146 $535.06 801365173053 01/17/23 $4 .29 36 $154 .51 0 0 .00 36 $154 .51 801366172552 01/17/23 $2 .08 11 $22 .90 0 0 .00 11 $22 .90 801367173004 01/17123 $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 01/17123 $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 01/17123 $0.99 9 $8.90 0 0.00 9 $8.90 801392173017 01/17/23 $1 .41 14 $19 .78 0 0 .00 14 $19.78 801393173110 01/17/23 $1.50 36 $54 .13 0 0.00 36 $54 .13 801395173042 01/17/23 $1 .52 3 $4 .55 0 0 .00 3 $4.55 801396173111 01/17/23 $1.71 67 $114 .30 0 0 .00 67 $114 .30 801397173061 01/17/23 $2 .90 341 $988.03 0 0 .00 341 $988 .03 801398172879 01/17/23 $1.96 54 $105.72 0 0 .00 54 $105 .72 801399172779 01/17/23 $0 .35 1 $0 .35 0 0.00 $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 01117/23 $4 .59 31 $142 .23 0 0 .00 31 $142.23 801408173057 01/17/23 $3.47 49 $170 .10 0 0.00 49 $170.10 801409172657 01/17/23 $1.88 10 $18 .75 0 0.00 10 $18.75 801411172990 01/17/23 $4 .03 9 $36 .30 0 0 .00 9 $36 .30 801412173003 01/17/23 $1 .87 11 $20 .61 0 0 .00 11 $20.61 801413173013 01/17/23 $2 .60 29 $75 .31 0 0 .00 29 $75 .31 801415171899 01/17/23 $1 .19 4 $4 .75 0 0 .00 4 $4 .75 463406181211 01/18/23 $2 .50 2 $5.00 0 0.00 2 $5 .00 463413181805 01/18/23 $3 .34 16 $53 .50 0 0 .00 16 $53 .50 463429181964 01/18/23 $4.81 29 $139.50 0 0 .00 29 $139.50 463439181745 01/18/23 $6.50 1 $6 .50 0 0 .00 $6.50 463448181591 01/18/23 $3 .14 14 $44 .00 0 0 .00 14 $44 .00 463566181850 01/18123 $7 .15 24 $171 .50 0 0.00 24 $171 .50 2022 Tru1st, Tru1st Purple, and the Tru1st logo are service marks of Tru lst Finan d al Corporation. SunTrust Merchant Services, LLC . SunTrust, the SunTrust logo, and SunTrust Merchant Se,v1ces are trademarks of Tru1st Financial Corporation . Merchant Services are provided by SunTrust Merchant Services, LLC , an alliance between First Data Merchant Services, LLC and Tru1st Bank. 139 of 265 YOUR CARD PROCESSING STATEMENT Merchant Number 275173125889 Page 29 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 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 $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 0 1/18 /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 Tru1st, Tru1st Purple . and the Tru1st logo are service marks of Tnust Financial Corporation . SunTrust Merchant Services, LLC. SunTrust, the SunTrust logo, and SunTrust Merchant Services are trademarks of Tru1st F1nanc1al Corporat,on . Merchant Services are provided by SunTrust Merchant Services , LLC, an alliance between First Data Merchant Services, LLC and Tru1st Bank . 140 of 265 - YOUR CARD PROCESSING STATEMENT Merchant Number 275173125889 Page 30 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 Ticket Amount Items Amount Items Amount 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 01/18123 $1 .68 25 $41 .97 0 0 .00 25 $41 .97 801393183111 01/18123 $1 .62 15 $24.24 0 0.00 15 $24.24 801395183043 01/18123 $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 01/19123 $30 .75 2 $61 .50 0 0 .00 2 $61 .50 463413191806 01119123 $3 .75 10 $37 .50 0 0 .00 10 $37 .50 463418191137 01/19123 $6 .50 1 $6.50 0 0.00 1 $6.50 463425190888 01/19123 $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 01/19123 $4 .13 8 $33 .00 0 0 .00 8 $33 .00 463566191851 01/19123 $7.63 23 $175.50 0 0 .00 23 $175.50 463581191622 01119123 $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 01119123 $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 $20.35 0 0 .00 $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 Tru1st 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 Tnnst Bank . 141 of 265 YOUR CARD PROCESSING STATEMENT Merchant Number 275173125889 Page 31 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 801348192208 01/19/23 $0.60 $0.60 0 0.00 $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 .9 0 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 .2 0 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 Tru1st. Tru1st 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 Tru1st Financial Corporation. Merchant Services are provided by SunTrust Merchant Services, LLC, an alliance between First Data Merchant Services, LLC and Truist Bank. 142 of 265 - 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 $2.35 801346203118 01/20/23 $1.13 54 $60.94 0 0.00 54 $60.94 801347203002 01/20/23 $2.25 33 $74.32 0 0.00 33 $74.32 801348202209 01/20/23 $6.27 2 $12.54 0 0.00 2 $12.54 801349203080 01/20/23 $2.03 69 $139.74 0 0.00 69 $139.74 801350203030 01/20/23 $1.40 38 $53.18 0 0.00 38 $53.18 801351203133 01/20/23 $1.45 544 $789.43 0 0.00 544 $789.43 801353203042 01/20/23 $2.95 39 $115.16 0 0.00 39 $115.16 801354203089 01/20/23 $2.07 234 $484.99 0 0.00 234 $484.99 801356203085 01/20/23 $1.08 33 $35.78 0 0.00 33 $35.78 801357202922 01/20/23 $2.56 13 $33.25 0 0.00 13 $33.25 801358203077 01/20/23 $2.73 106 $289.44 0 0.00 106 $289.44 801359203065 01/20/23 $3.41 245 $836.37 0 0.00 245 $836.37 801361203064 01/20/23 $3.41 358 $1,219.13 0 0.00 358 $1,219.13 801362203062 01/20/23 $3.85 145 $558.46 0 0.00 145 $558.46 801363203061 01/20/23 $5.31 29 $153.85 0 0.00 29 $153.85 801364203065 01/20/23 $3.56 131 $466.18 0 0.00 131 $466.18 801365203056 01/20/23 $2.89 38 $109.96 0 0.00 38 $109.96 801366202555 01/20/23 $2.60 2 $5.20 0 0.00 2 $5.20 801367203007 01/20/23 $5.36 45 $241.20 0 0.00 45 $241.20 801368203059 01/20/23 $5.11 83 $424.15 0 0.00 83 $424.15 801369203126 01/20/23 $6.02 74 $445.70 0 0.00 74 $445.70 801370203126 01/20/23 $6.74 49 $330.29 0 0.00 49 $330.29 801372203133 01/20/23 $5.01 106 $530.98 0 0.00 106 $530.98 801373203123 01/20/23 $5.39 132 $711.20 0 0.00 132 $711.20 801374203132 01/20/23 $5.50 141 $776.01 0 0.00 141 $776.01 801375203130 01/20/23 $4.81 213 $1,023.96 0 0.00 213 $1,023.96 801376202245 01/20/23 $4.38 91 $398.39 0 0.00 91 $398.39 801377203044 01/20/23 $4.06 61 $247.87 0 0.00 61 $247.87 2022 Truist, Truist Purple, and the Tru1st 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 Tru1st Bank. 143 of 265 YOUR CARD PROCESSING STATEMENT Merchant Number 275173125889 Page 33 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 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 01/20123 $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 01120/23 $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 01/20123 $1.51 2 $3.01 0 0 .00 2 $3.01 463406211214 01121/23 $5 .00 $5.00 0 0.00 $5.00 463413211808 01121 /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 01121 /23 $13.00 5 $65.00 0 0.00 5 $65.00 463442211614 01121 /23 $15 .50 2 $31.00 0 0 .00 2 $31.00 463448211594 01121 123 $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 01121123 $9 .83 6 $59 .00 0 0.00 6 $59 .00 801322213051 01121/23 $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 01121/23 $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 01121123 $4.43 479 $2,121.31 0 0.00 479 $2,121.31 801331213108 01/21123 $1 .97 219 $432.20 0 0.00 219 $432.20 801332213106 01121123 $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 $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 Tru ist , Tru1st Purple , and the Tnust logo are service marks of Tru1st Fmanc,al Corporation SunTrust Merchant Services, LLC. SunTrust, the SunTrust logo, and SunTrust Merchant Services are trademarks of Trwst Financial Corporation~ Merchant Services are provided by SunTrust Merchant Services . LLC, an alliance between First Data Merchant Services, LLC and Tru1st Bank . 144 of 265 - 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 Su bmit Date Average Items Ticket Amount Items Amount Items Amount 801342212768 01/21/23 $3 .12 16 $49 .89 0 0 .00 16 $49.89 801343213133 01/2 1/23 $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 01/2 1/23 $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 01/2 1/2 3 $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 .35 0 0 .00 $1 .35 801367213008 01/21/23 $4 .69 42 $197.00 0 0 .00 42 $197.00 801368213060 01/21/23 $5.23 84 $439.54 0 0 .00 84 $439.54 801369213127 01/21/23 $5.70 74 $421 .43 0 0 .00 74 $421 .43 801370213127 01/21/23 $6 .59 57 $375.56 0 0 .00 57 $375.56 801372213134 01/21/23 $4 .75 122 $579.27 0 0 .00 122 $579.27 801373213124 01/21/23 $5 .65 120 $678.37 0 0 .00 120 $678.37 801374213133 01/21/23 $5 .20 161 $836.46 0 0 .00 161 $836.46 801375213131 01/21/23 $5 .20 261 $1 ,356 .59 0 0 .00 261 $1,356.59 801376212246 01/21/23 $3 .72 147 $546.71 0 0 .00 147 $546 .71 801377213045 01/21/23 $3.83 113 $433 .00 0 0 .00 113 $433.00 801379212961 01/21/23 $5 .39 93 $501 .48 0 0.00 93 $501.48 801380212893 01/21/23 $1 .65 18 $29 .77 0 0 .00 18 $29.77 801381213047 01/21/23 $2 .33 95 $221 .62 0 0 .00 95 $221 .62 801382213053 01/21/23 $19 .75 167 $3 ,298 .00 0 0 .00 167 $3 ,298 .00 801383212970 01/21/23 $1 .75 20 $35 .01 0 0 .00 20 $35.01 801384213046 01/21/23 $3.76 114 $429.12 0 0 .00 114 $429.12 801385213046 01/21/23 $4 .34 179 $776.95 0 0 .00 179 $776.95 801387213039 01/21/23 $1 .92 50 $95 .91 0 0 .00 50 $95.91 801388211460 01/21/23 $2 .99 3 $8.97 0 0 .00 3 $8.97 801389213131 01/21/23 $1.46 85 $124 .29 0 0 .00 85 $124 .29 801391213067 01/21/23 $1 .17 8 $9.33 0 0 .00 8 $9 .33 801392213021 01/21/23 $1 .59 14 $22 .22 0 0 .00 14 $22 .22 801393213114 01/21/23 $1 .32 26 $34.40 0 0 .00 26 $34 .40 801395213046 01/21/23 $1.47 6 $8 .81 0 0 .00 6 $8.81 801396213115 01/21/23 $2.50 54 $134 .87 0 0.00 54 $134.87 801397213065 01/21/23 $3 .39 348 $1,181 .28 0 0 .00 348 $1,181 .28 801398212883 01/21/23 $2 .19 39 $85 .56 0 0 .00 39 $85 .56 801399212782 01/21/23 $2 .35 3 $7.05 0 0 .00 3 $7 .05 801400213087 01/21/23 $3.63 141 $511 .35 0 0 .00 141 $511 .35 801401213056 01/21/23 $1 .56 48 $75 .03 0 0 .00 48 $75 .03 801403213102 01/21/23 $1.68 44 $74.02 0 0.00 44 $74.02 801404212693 01/21/23 $2.07 8 $16 .57 0 0.00 8 $16 .57 801405212135 01/21/23 $3 .33 20 $66 .61 0 0 .00 20 $66.61 801406212984 01/21/23 $6 .96 263 $1,831 .25 0 0 .00 263 $1 ,831 .25 801407213061 01/21/23 $5 .33 21 $111 .99 0 0 .00 21 $111 .99 2022 Truist, Tru1st Purple, and the Tru1st logo are service marks oflru1st Financial Corporation. SunTrust Merchant Services, LLC. SunTrust, the SunTrust logo , and SunTrust Merchant Services are trademarks of Tru1st Financial Corporation. Merchant Services are provided by SunTrust Merchant Services. LLC . an alliance between First Data Merchant Services, LLC and Tru1st Bank. 145 of 265 YOUR CARD PROCESSING STATEMENT Merchant Number 275173125889 Page 35 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 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 $1.00 0 0 .00 $1.00 463425220889 01/22/23 $5.00 $5.00 0 0.00 $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 /22 123 $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, Tru1st Purple, and the Truist logo are service marks of Tru1st Financial Corporation . SunTrust Merchant Services, LLC. SunTrust, the SunTrust logo, and SunTrust Merchant Services are trademarks of Tru1st FinanClal Corporation. Merchant Services are provided by SunTrust Merchant Services, LLC. an alliance between First Data Merchant Services, LLC and Tru1st Bank . 146 of 265 - 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 $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 Tru1st logo are service marks of Tru1st 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 Trwst Bank. 147 of 265 YOUR CARD PROCESSING STATEMENT Merchant Number 275173125889 Page 37 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 A mount 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 0 1/23/23 $6 .90 77 $531.44 0 0 .00 77 $531.44 801370233129 01 /23/23 $6 .78 90 $610.35 0 0 .00 90 $610.35 801372233136 0 1/23/23 $4.47 172 $768.26 0 0.00 172 $768.26 801373233126 0 1/23/23 $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 801360232695 01/23/23 $1 .94 47 $91 .21 0 0 .00 47 $91 .21 801361233049 01/23/23 $2 .29 137 $313 .76 0 0 .00 137 $313 .76 801362233055 01/23/23 $19 .11 220 $4 ,204 .25 0 0 .00 220 $4,204 .25 801363232972 01/23/23 $1 .96 35 $66.43 0 0 .00 35 $68.43 601384233048 01/23/23 $3 .05 127 $367.41 0 0 .00 127 $367.41 801365233046 01/23/23 $4 .09 135 $552.35 0 0 .00 135 $552 .35 601387233041 01/23/23 $2.29 57 $130.46 0 0 .00 57 $130.46 801366231462 01/23/23 $1 .93 3 $5.80 0 0.00 3 $5.80 601369233133 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 Tru1st, Tru ist Purple, and the Tnust logo are service marks of Trwst F1nanc1al Corporation . SunTrust Merchant Services . LLC . SunTrust, the SunTrust logo, and SunTrust Merchant Services are trademarks of Tru1st Flnanc1al Corporation . Merchant Services are provided by SunTrust Merchant Services, LLC, an alliance between First Data Merchant Servi ces , LLC and Tru1st Ban k, 148 of 265 - 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 -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 $5.00 463429241970 01/24/23 $5 .92 20 $118 .45 0 0 .00 20 $118 .45 463439241751 01/24/23 $7 .75 2 $15 .50 0 0 .00 2 $15 .50 463442241617 01/24/23 $8 .50 3 $25 .50 0 0 .00 3 $25 .50 463448241597 01/24/23 $2 .42 6 $14 .50 0 0 .00 6 $14 .50 463566241855 01/24/23 $8 .04 24 $193 .00 0 0 .00 24 $193 .00 463581241627 01/24/23 $7 .81 8 $62.45 0 0 .00 8 $62.45 801322243054 01/24/23 $3 .93 35 $137.70 0 0 .00 35 $137 .70 801323243139 01/24/23 $6 .32 555 $3 ,505 .00 0 0 .00 555 $3 ,505 .00 801324242973 01/24/23 $4 .94 139 $686 .36 0 0 .00 139 $686 .36 801325243137 01/24/23 $6 .10 449 $2 ,738 .77 0 0 .00 449 $2 ,738.77 801326243090 01/24/23 $3 .60 30 $107 .92 0 0 .00 30 $107 .92 801327243136 01/24/23 $5.44 139 $755.70 0 0 .00 139 $755.70 801328243137 01/24/23 $4.85 780 $3,784 .18 0 0.00 780 $3,784 .18 801330243137 01/24/23 $4 .31 394 $1 ,699 .79 0 0 .00 394 $1,699 .79 801331243111 01/24/23 $1 .84 208 $383 .31 0 0 .00 208 $383 .31 801332243109 01/24/23 $4 .67 47 $219 .62 0 0 .00 47 $219 .62 801333243049 01/24/23 $5 .20 42 $218 .45 0 0 .00 42 $218.45 801334242483 01/24/23 $2 .30 2 $4 .60 0 0 .00 2 $4 .60 801335242934 01/24/23 $3.43 32 $109.85 0 0.00 32 $109 .85 801336243137 01/24/23 $5.42 256 $1,387 .58 0 0 .00 256 $1,387.58 801338243015 01/24/23 $2.70 19 $51 .31 0 0 .00 19 $51 .31 801339243049 01/24/23 $4 .09 209 $855 .59 0 0 .00 209 $855 .59 801340243138 01/24/23 $7 .19 868 $6,240 .59 0 0 .00 868 $6 ,240 .59 801341243138 01/24/23 $7.60 809 $6,145 .85 0 0 .00 809 $6,145 .85 801342242771 01/24/23 $3.98 8 $31 .80 0 0.00 8 $31 .80 801343243136 01/24/23 $1.28 355 $455.42 0 0 .00 355 $455.42 801344242161 01/24/23 $1 .64 6 $9 .83 0 0.00 6 $9 .83 801346243122 01/24/23 $1 .12 63 $70 .85 0 0 .00 63 $70 .85 801347243006 01/24/23 $1 .75 37 $64 .59 0 0 .00 37 $64 .59 801348242213 01/24/23 $1 .35 1 $1 .35 0 0 .00 1 $1 .35 801349243084 01/24/23 $1 .61 95 $152.69 0 0 .00 95 $152.69 801350243034 01/24/23 $1.31 51 $66 .60 0 0.00 51 $66 .60 801351243137 01/24/23 $1 .44 455 $655.21 0 0 .00 455 $655.21 801353243046 01/24/23 $2 .93 35 $102.66 0 0 .00 35 $102 .66 801354243093 01/24/23 $2 .33 204 $475 .21 0 0 .00 204 $475 .21 801355242273 01/24/23 $5 .06 2 $10 .11 0 0 .00 2 $10 .11 801356243089 01/24/23 $1 .25 41 $51 .08 0 0 .00 41 $51 .08 801357242926 01/24/23 $3 .30 9 $29 .71 0 0 .00 9 $29 .71 801358243081 01/24/23 $2.29 112 $256 .74 0 0.00 112 $256 .74 801359243069 01/24/23 $3 .38 174 $588 .71 0 0 .00 174 $588.71 801361243068 01/24/23 $3.46 277 $959 .37 0 0 .00 277 $959 .37 801362243066 01/24/23 $3 .55 87 $309 .27 0 0 .00 87 $309 .27 801363243065 01/24/23 $4 .60 34 $156 .36 0 0 .00 34 $156 .36 2022 Truist , Truist Purple, and the Tru1st logo are service marks of Tru1st Flnancial Corporation. SunTrust Merchant Services, LLC. SunTrust, the SunTrust logo, and SunTrust Merchant Services are trademarks of Truist Financial Corporation . Merchant Service s are provided by SunTrust Merchant Services, LLC, an alliance between First Data Merchant Services, LLC and Tru1st Bank. 149 of 265 YOUR CARD PROCESSING STATEMENT Merchant Number 275173125889 Page 39 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 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 .10 0 0 .00 $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 $2.50 0 0.00 $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 0 1/25 /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 Tru,st. Truist Purple , and the Trui st logo are service marks of Tru,st Financial Corpora ti on . SunTrust Merchant Services. LLC. SunTrust, the SunTrust logo, and SunTrust Merchant Services are trademarks of Tru1st F1nanc1al Corporati on Merchant Services are provided by SunTrust Merchant Services, LLC, an alliance between First Data Merchant Services, LLC and Truist Bank. 150 of 265 - YOUR CARD PROCESSING STATEMENT Merchant Number 275173125889 Page 40 of 58 -Customer Service Website- Phone -1-800-432-7628 Statement Period 01/01/23 -01/31/23 SUMMARY BY BATCH Total Gross Sales You Submitted Refunds Total Amount You Submitted Batch Submit Date Average Items Ticket Amount Items Amount Items Amount 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 01/25123 $4 .16 62 $257 .99 0 0 .00 62 $257 .99 801333253050 01125/23 $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 01/25123 $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 01/25123 $1 .61 60 $96 .64 0 0 .00 60 $96 .64 801351253138 01125/23 $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 01/25123 $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 01/25123 $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 01125123 $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 01125123 $2 .79 38 $106 .05 0 0 .00 38 $106 .05 801366252560 01125123 $4 .35 2 $8 .70 0 0.00 2 $8.70 801367253012 01125/23 $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 01/25123 $4 .87 94 $457 .44 0 0 .00 94 $457 .44 801374253137 01/25123 $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 01/25123 $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 01/25123 $1 .64 91 $149 .05 0 0 .00 91 $149 .05 801391253071 01125123 $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 01/25123 $1 .36 23 $31.31 0 0.00 23 $31.31 801395253050 01/25123 $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 Truisl Bank. 151 of 265 YOUR CARD PROCESSING STATEMENT Merchant Number 275173125889 Page 41 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 801398252887 01/25123 $2 .67 30 $80 .19 0 0 .00 30 $80 .19 801399252785 01125/23 $4 .35 2 $8 .70 0 0 .00 2 $8 .70 801400253091 01125123 $3 .72 140 $520 .78 0 0 .00 140 $520.78 801401253060 01125123 $2 .79 38 $105 .87 0 0.00 38 $105.87 801403253106 01125123 $1.76 38 $66.70 0 0 .00 38 $66.70 801404252697 01125123 $2.67 11 $29.32 0 0 .00 11 $29.32 801405252139 01125123 $2.21 16 $35.37 0 0.00 16 $35.37 801406252988 01125123 $4.41 269 $1,185.85 0 0 .00 269 $1,185.85 801407253065 01125123 $6.02 29 $174 .72 0 0 .00 29 $174.72 801408253065 01/25123 $3 .18 33 $104 .95 0 0 .00 33 $104 .95 801409252665 01125 /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 01125 /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 $111.9 5 463439261753 01/26/23 $3.75 2 $7.50 0 0 .00 2 $7.50 463442261619 01/26/23 $1.00 $1.00 0 0.00 $1.00 463448261599 01126/23 $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 01/26123 $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 01126 /23 $4 .51 133 $599.17 0 0 .00 133 $599 .17 801328263139 01/26/23 $5.12 769 $3,936 .99 0 0.00 769 $3,936 .99 801330263139 01/26/23 $4.58 427 $1,954 .76 0 0 .00 427 $1,954.76 801331263113 01/26/23 $1.73 197 $340 .90 0 0.00 197 $340.90 801332263111 01/26/23 $4.86 37 $179.91 0 0 .00 37 $179.91 801333263051 01/26/23 $4.58 42 $192 .47 0 0.00 42 $192.47 801335262936 01/26/23 $3.14 31 $97.40 0 0 .00 31 $97.40 801336263139 01/26/23 $6.16 270 $1,664 .07 0 0 .00 270 $1,664.07 801338263017 01/26/23 $3 .28 25 $82 .05 0 0.00 25 $82.05 801339263051 01/26/23 $3 .91 250 $976.85 0 0 .00 250 $976 .85 801340263140 01126/23 $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 01126/23 $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 01/26123 $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 Tru1st. Tru1 st Purple, and the Truist logo are service marks of Truist F1nanc1al Corporation . SunTrust Merchant Services, LLC. SunTrust, the SunTrust logo, and SunTrust Merchant Services are trad emarks of Trwst Financial Corporation , Merchant Services are provided by SunTrust Merchant Services, LLC, an alliance between First Data Merchant Services, LLC and Tru1st Bank . 152 of 265 - YOUR CARD PROCESSING STATEMENT Merchant Number 275173125889 Page 42 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 Ticket Amount Items Amount Items Amount 801362263068 01/26/23 $4.09 82 $335.59 0 0 .00 82 $335.59 801363263067 01/26/23 $3 .91 46 $179.99 0 0 .00 46 $179.99 801364263071 01/26/23 $3.46 130 $450 .31 0 0 .00 130 $450 .31 -801365263062 01/26/23 $3 .93 37 $145.40 0 0 .00 37 $145.40 801366262561 01/26/23 $2 .35 2 $4 .70 0 0 .00 2 $4 .70 801367263013 01/26/23 $5.41 46 $248.75 0 0 .00 46 $248.75 801368263065 01/26/23 $5.63 61 $343.40 0 0.00 61 $343.40 801369263132 01/26/23 $5 .73 48 $275.14 0 0 .00 48 $275.1 4 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 01/26/2 3 $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 $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 01126/23 $2.47 83 $205.27 0 0 .00 83 $205.27 801397263070 01126/23 $3.41 278 $946.87 0 0 .00 278 $946 .87 801398262888 01/26123 $1 .94 32 $61 .93 0 0 .00 32 $61 .93 801399262786 01126/23 $1 .19 2 $2.37 0 0.00 2 $2 .37 801400263092 01126123 $2.91 182 $529.95 0 0 .00 182 $529.95 801401263061 01/26123 $1.71 34 $58 .13 0 0.00 34 $58.13 801403263107 01126123 $1 .71 52 $88 .85 0 0 .00 52 $88 .85 801404262698 01/26123 $2.41 12 $28.91 0 0 .00 12 $28 .91 801405262140 01126/23 $2 .78 16 $44.44 0 0 .00 16 $44.44 801406262989 01126/23 $4.43 324 $1 ,435.45 0 0.00 324 $1,435.45 801407263066 01126123 $5.12 43 $220.16 0 0 .00 43 $220 .16 801408263066 01/26123 $3 .55 29 $103.00 0 0 .00 29 $103.00 801409262666 01126123 $2 .77 32 $88 .60 0 0 .00 32 $88 .60 801411262999 01/26123 $5 .27 5 $26 .36 0 0 .00 5 $26.36 801412263012 01126/23 $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 $2 .10 0 0 .00 1 $2 .10 463413271814 01/27123 $4.17 12 $50.00 0 0.00 12 $50.00 463429271973 01127/23 $4 .39 32 $140.45 0 0 .00 32 $140.45 463442271620 01127123 $6 .50 1 $6.50 0 0 .00 1 $6 .50 463448271600 01127123 $3 .64 7 $25 .50 0 0 .00 7 $25.50 463566271858 01/27123 $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 01/27123 $6 .90 525 $3,620 .59 0 0 .00 525 $3,620 .59 801324272976 01/27123 $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 01127/23 $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 Truist Financial Corporation. Merchant Services are provided by SunTrust Merchant Services, LLC , an alliance between First Data Merchant Services, LLC and Truist Bank . 153 of 265 YOUR CARD PROCESSING STATEMENT Merchant Number 275173125889 Page 43 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 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 $2 27.06 801333273052 01/27/23 $6.81 32 $217 .80 0 0 .00 32 $2 17.80 801334272484 01/27/23 $20.35 $20.35 0 0.00 $2 0 .35 801335272937 01/27/23 $3.65 49 $178 .70 0 0 .00 49 $1 78.70 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 $1,09 1.01 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 $6,21 4 .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 $44 7.26 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 Trutst . Truist Purple, and the Truist logo are service marks of Truist Financial Corporat1on . SunTrust Merchant Services, LLC. SunTrust, the SunTrust logo, and SunTrust Merchant Services are trademarks of Tru1st Financial Corporation. Merchant Services are provided by SunTrust Merchant Services, LLC, an alhance between First Data Merchant Services, LLC and Truist Bank . 154 of 265 - 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 Ticket Amount Items Amount items Amount 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 Tru1st 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 Tru1st Bank. 155 of 265 YOUR CARD PROCESSING STATEMENT Merchant Number 275173125889 Page 45 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 801358283085 01/28/23 $3 .28 68 $223.17 0 0.00 68 $223.17 801359283073 01/28/23 $3 .43 253 $868.18 0 0.00 253 $868.18 801361283072 01/28/23 $3.09 438 $1,351.58 0 0.00 438 $1,351.58 801362283070 01/28/23 $4.57 110 $503.13 0 0.00 110 $503.13 801363283069 01/28/23 $4.21 41 $172.77 0 0.00 41 $172 .77 801364283073 01/28/23 $3.41 147 $501.53 0 0.00 147 $501.53 801365283064 01/28/23 $4.36 37 $161.25 0 0.00 37 $161.25 801366282563 01/28/23 $2.45 7 $17.17 0 0.00 7 $17.17 801367283015 01/28/23 $4.53 57 $258.45 0 0.00 57 $258.45 801368283067 01/28/23 $5.83 68 $396.75 0 0.00 68 $396.75 801369283134 01/28/23 $6.69 77 $515.26 0 0.00 77 $515.26 801370283134 01/28/23 $4 .51 102 $459.54 0 0.00 102 $459.54 801372283141 01/28/23 $5.16 98 $505.66 0 0 .00 98 $505 .66 801373283131 01/28/23 $4.55 126 $572.80 0 0 .00 126 $572.80 801374283140 01/28/23 $5 .47 198 $1,082 .91 0 0.00 198 $1,082 .91 801375283138 01/28/23 $5 .27 227 $1,196.54 0 0 .00 227 $1,196 .54 801376282253 01/28/23 $3 .93 95 $373.24 0 0.00 95 $373.24 801377283052 01/28/23 $3.83 64 $244.82 0 0.00 64 $244.82 801379282968 01/28/23 $4.59 87 $399.60 0 0.00 87 $399 .60 801380282900 01/28/23 $1.85 23 $42.63 0 0.00 23 $42.63 801381283054 01/28/23 $2 .11 121 $254.98 0 0.00 121 $254.98 801382283060 01/28/23 $19.42 139 $2,699.50 0 0.00 139 $2,699.50 801383282977 01/28/23 $1.75 30 $52.55 0 0.00 30 $52.55 801384283053 01/28/23 $3.89 99 $384.74 0 0.00 99 $384.74 801385283053 01/28/23 $4.50 128 $576.27 0 0 .00 128 $576.27 801387283046 01/28/23 $1 .61 45 $72 .57 0 0.00 45 $72 .57 801388281464 01/28/23 $3.85 1 $3 .85 0 0.00 1 $3.85 801389283138 01/28/23 $1.50 84 $126 .09 0 0.00 84 $126.09 801391283074 01/28/23 $1.14 13 $14 .87 0 0 .00 13 $14.87 801392283028 01/28/23 $1.48 15 $22.20 0 0.00 15 $22.20 801393283121 01/28/23 $0.99 31 $30 .79 0 0.00 31 $30.79 801395283053 01/28/23 $0.97 5 $4.87 0 0.00 5 $4.87 801396283122 01/28/23 $2.13 44 $93.81 0 0 .00 44 $93.81 801397283072 01/28/23 $3.36 340 $1,142.51 0 0.00 340 $1,142.51 801398282890 01/28/23 $2.76 22 $60.82 0 0.00 22 $60.82 801399282788 01/28/23 $2.17 2 $4.33 0 0.00 2 $4.33 801400283094 01/28/23 $3 .21 141 $453 .30 0 0 .00 141 $453.30 801401283063 01/28/23 $1 .79 54 $96 .79 0 0 .00 54 $96 .79 801403283109 01/28/23 $1 .95 39 $76.00 0 0 .00 39 $76 .00 801404282700 01/28/23 $3.45 8 $27 .57 0 0.00 8 $27 .57 801405282142 01/28/23 $1 .94 13 $25 .20 0 0 .00 13 $25.20 801406282991 01/28/23 $6 .32 245 $1,547.55 0 0 .00 245 $1 ,547 .55 801407283068 01/28/23 $5 .87 21 $123.18 0 0.00 21 $123.18 801408283068 01/28/23 $3.32 39 $129.60 0 0 .00 39 $129.60 801409282668 01/28/23 $2 .68 13 $34 .85 0 0 .00 13 $34 .85 801411283001 01/28/23 $6.61 10 $66.05 0 0.00 10 $66.05 801412283014 01/28/23 $1.83 9 $16.45 0 0.00 9 $16.45 801413283024 01/28/23 $3.71 41 $152.17 0 0.00 41 $152.17 801415281910 01/28/23 $1.06 4 $4 .22 0 0 .00 4 $4.22 463406291218 01/29/23 $12 .83 3 $38.50 0 0 .00 3 $38 .50 463413291816 01/29/23 $3 .83 18 $69 .00 0 0.00 18 $69 .00 463418291143 01/29/23 $1 .00 $1 .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 Tru1st , Tru1st Purple , and the Truist logo are service marks of Tru1st Fmanc1al Corporation. SunTrust Merchant Services, LLC. SunTrust, the SunTrust logo, and SunTrust Merchant Services are trad emarks of Tru1st Fmanc1al Corporation_ Merchant Services are provided by SunTrust Merchant Services, LLC, an alliance between First Data Merchant Services, LLC and Tnust Bank. 156 of 265 - YOUR CARD PROCESSING STATEMENT Merchant Number 275173125889 Page 46 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 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 $1.35 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 Trwst, Truist Purple, and the Tru1st 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 Tru1st Bank. 157 of 265 YOUR CARD PROCESSING STATEMENT Merchant Number 275173125889 Page 47 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 801385293054 01/29/23 $4 .14 148 $612.21 0 0 .00 148 $612.21 801387293047 01/29/23 $1 .84 41 $75 .37 0 0 .00 41 $75.37 801388291465 01/29/23 $2 .36 9 $21 .26 0 0 .00 9 $21 .26 801389293139 01/29/23 $1 .23 60 $73 .90 0 0 .00 60 $73 .90 801391293075 01/29/23 $1.49 22 $32 .67 0 0 .00 22 $32 .67 801392293029 01/29/23 $1 .04 18 $18 .69 0 0 .00 18 $18.69 801393293122 01/29/23 $1 .24 35 $43.47 0 0.00 35 $43.47 801395293054 01/29/23 $2 .10 8 $16.83 0 0 .00 8 $16.83 801396293123 01/29/23 $2.04 93 $189.89 0 0 .00 93 $189.89 801397293073 01/29/23 $3 .73 338 $1 ,259.49 0 0 .00 338 $1,259.49 801398292891 01/29/23 $2.42 68 $164 .32 0 0 .00 68 $164 .32 801400293095 01/29/23 $3 .12 212 $660.50 0 0 .00 212 $660 .50 801401293064 01/29/23 $1 .35 2 $2.70 0 0 .00 2 $2.70 801403293110 01/29/23 $1 .54 19 $29.20 0 0.00 19 $29.20 801404292701 01/29/23 $2 .68 20 $53 .68 0 0 .00 20 $53.68 801405292143 01/29/23 $2 .54 39 $99.04 0 0.00 39 $99 .04 801406292992 01/29/23 $20 .17 177 $3,570.90 0 0 .00 177 $3,570 .90 801407293069 01/29/23 $4 .23 20 $84 .50 0 0 .00 20 $84.50 801408293069 01/29/23 $3 .75 55 $206.28 0 0 .00 55 $206 .28 801409292669 01/29/23 $1.90 27 $51.41 0 0.00 27 $51.41 801411293002 01/29/23 $4 .30 30 $129.04 0 0.00 30 $129.04 801412293015 01/29/23 $1.10 6 $6 .57 0 0.00 6 $6 .57 801413293025 01/29/23 $3 .77 25 $94 .18 0 0 .00 25 $94.18 801415291911 01/29/23 $1.35 5 $6.75 0 0 .00 5 $6 .75 463413301817 01/30/23 $7 .00 18 $126.00 0 0 .00 18 $126 .00 463429301976 01/30/23 $2 .50 17 $42 .50 0 0 .00 17 $42.50 463439301756 01/30/23 $20 .17 3 $60 .50 0 0.00 3 $60.50 463442301623 01/30/23 $9 .20 5 $46.00 0 0.00 5 $46.00 463448301603 01/30/23 $14 .17 6 $85 .00 0 0 .00 6 $85.00 463581301633 01/30/23 $9 .33 6 $56 .00 0 0 .00 6 $56 .00 801322303060 01/30/23 $5 .18 45 $232 .96 0 0 .00 45 $232.96 801323303145 01/30/23 $7.45 688 $5 ,128.97 0 0.00 688 $5,128.97 801324302979 01/30/23 $4 .31 188 $809.52 0 0 .00 188 $809.52 801325303143 01/30/23 $6.78 815 $5,527.35 0 0 .00 815 $5,527.35 801326303096 01/30/23 $5.06 34 $172.00 0 0 .00 34 $172.00 801327303142 01/30/23 $4 .96 196 $972.75 0 0.00 196 $972.75 801328303143 01/30/23 $5.98 954 $5,701 .15 0 0.00 954 $5,701 .15 801330303143 01/30/23 $5 .16 392 $2,023 .07 0 0 .00 392 $2,023 .07 801331303117 01/30/23 $2 .35 194 $456.54 0 0 .00 194 $456.54 801332303115 01/30/23 $3 .65 64 $233.42 0 0 .00 64 $233.42 801333303055 01/30/23 $4 .34 72 $312.25 0 0 .00 72 $312.25 801335302940 01/30/23 $4.05 74 $300 .05 0 0 .00 74 $300 .05 801336303143 01/30/23 $6 .36 410 $2 ,606.25 0 0 .00 410 $2,606.25 801338303021 01/30/23 $3 .49 26 $90 .74 0 0.00 26 $90 .74 801339303055 01/30/23 $3 .81 373 $1 ,422 .67 0 0 .00 373 $1,422.67 801340303144 01/30/23 $7 .00 1,267 $8,868.65 0 0 .00 1,267 $8,868.65 801341303144 01/30/23 $7 .66 898 $6,878.15 0 0.00 898 $6,878 .15 801342302777 01/30/23 $3 .14 14 $43.90 0 0 .00 14 $43.90 801343303142 01/30/23 $1 .30 249 $324 .87 0 0 .00 249 $324.87 801344302166 01/30/23 $0.98 2 $1 .95 0 0 .00 2 $1 .95 801346303128 01/30/23 $1 .31 19 $24 .85 0 0 .00 19 $24.85 801347303012 01/30/23 $1 .47 11 $16 .15 0 0.00 11 $16 .15 801348302218 01/30/23 $1.48 2 $2 .95 0 0 .00 2 $2.95 801349303090 01/30/23 $1.29 12 $15.48 0 0 .00 12 $15.48 801350303040 01 /30 /23 $1 .70 18 $30 .54 0 0 .00 18 $30 .54 801351303143 01/30/23 $1 .65 817 $1 ,347 .16 0 0 .00 817 $1,347 .16 801353303052 01 /30/23 $2.26 38 $85.85 0 0 .00 38 $85 .85 2022 Tru1st, Tru ist Purple, and the Tru1st logo are service marks of Tru1st Financial Corporation . SunTrust Merchant Services, LLC . SunTrust, the SunTrust logo . and SunTrust Merchant Services are trademarks of Tru1st Financ ial Corporatio n Merchant Services are provided by SunTrust Merchant Services , LLC , an alliance between First Data Merchant Services, LLC and Tru1st Bank . 158 of 265 - 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 Ticket Amount Items Amount Items Amount 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 01/30123 $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 01130123 $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 $4 .35 0 0.00 $4 .35 801372303143 01130/23 $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 01/30123 $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 01/30123 $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 Truist logo are service marks of Truist Financial Corporation. SunTrust Merchant Services, LLC. SunTrust, the SunTrust logo, and SunTrust Merchant Services are trademark s of Truist Financial Corporation . Merchant Services are provided by SunTrust Merchant Services. LLC, an alliance between First Data Merchant Services, LLC and Truist Bank . 159 of 265 YOUR CARD PROCESSING STATEMENT Merchant Number 275173125889 Page 49 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 463442311624 01/31/23 $8.50 $8.50 0 0.00 1 $8.50 463448311604 01/31/23 $2.79 7 $19.50 0 0.00 7 $19.50 463566311861 01/31/23 $7.14 21 $150.00 0 0.00 21 $150.00 463581311634 01/31/23 $9.75 6 $58.50 0 0.00 6 $58.50 801322313061 01/31/23 $2.84 20 $56.80 0 0.00 20 $56.80 801323313146 01/31/23 $6.41 522 $3,345.22 0 0.00 522 $3,345.22 801324312980 01/31/23 $4.73 116 $549.18 0 0.00 116 $549.18 801325313144 01/31/23 $6.01 488 $2,931.27 0 0.00 488 $2,931.27 801326313097 01/31/23 $5.91 25 $147.69 0 0.00 25 $147.69 801327313143 01/31/23 $4.83 119 $575.13 0 0.00 119 $575.13 801328313144 01/31/23 $4.73 710 $3,359.89 0 0.00 710 $3,359.89 801330313144 01/31/23 $4.03 386 $1,556.45 0 0.00 386 $1,556.45 801331313118 01/31/23 $1.57 185 $290.67 0 0.00 185 $290.67 801332313116 01/31/23 $5.73 43 $246.34 0 0.00 43 $246.34 801333313056 01/31/23 $4.67 36 $168.04 0 0.00 36 $168.04 801335312941 01/31/23 $2.85 5 $14.25 0 0.00 5 $14.25 801336313144 01/31/23 $5.78 244 $1,411.39 0 0.00 244 $1,411.39 801338313022 01/31/23 $3.27 38 $124.22 0 0.00 38 $124.22 801339313056 01/31/23 $4.05 263 $1,064.06 0 0.00 263 $1,064.06 801340313145 01/31/23 $6.93 857 $5,935.89 0 0.00 857 $5,935.89 801341313145 01/31/23 $7.79 734 $5,720.95 0 0.00 734 $5,720.95 801342312778 01/31/23 $3.17 10 $31.74 0 0.00 10 $31.74 801343313143 01/31/23 $1.30 375 $487.23 0 0.00 375 $487.23 801344312167 01/31/23 $1.17 7 $8.21 0 0.00 7 $8.21 801346313129 01/31/23 $1.22 64 $78.34 0 0.00 64 $78.34 801347313013 01/31/23 $1.94 42 $81.47 0 0.00 42 $81.47 801348312219 01/31/23 $4.76 2 $9.51 0 0.00 2 $9.51 801349313091 01/31/23 $1.71 95 $162.77 0 0.00 95 $162.77 801350313041 01/31/23 $1.31 55 $72.17 0 0.00 55 $72.17 801351313144 01/31/23 $1.49 470 $698.66 0 0.00 470 $698.66 801353313053 01 /31/23 $2.66 40 $106.57 0 0.00 40 $106.57 801354313100 01/31/23 $2.30 234 $538.66 0 0.00 234 $538.66 801355312279 01/31/23 $6.85 2 $13.69 0 0.00 2 $13.69 801356313096 01/31/23 $1.45 36 $52.34 0 0.00 36 $52.34 801357312933 01/31/23 $2.28 14 $31.89 0 0.00 14 $31.89 801358313088 01/31 /23 $2.51 87 $218.68 0 0.00 87 $218.68 801359313076 01/31/23 $3.64 181 $658.20 0 0.00 181 $658.20 801361313075 01/31/23 $3.45 267 $920.47 0 0.00 267 $920.47 801362313073 01/31/23 $3.95 82 $323.51 0 0.00 82 $323.51 801363313072 01/31/23 $3.28 46 $150.98 0 0.00 46 $150.98 801364313076 01/31/23 $3.56 128 $455.17 0 0.00 128 $455.17 801365313067 01/31/23 $3.88 29 $112.50 0 0.00 29 $112.50 801366312566 01/31/23 $1.19 4 $4.77 0 0.00 4 $4.77 801367313018 01/31/23 $5.03 53 $266.65 0 0.00 53 $266.65 801368313070 01/31/23 $6.15 63 $387.20 0 0.00 63 $387.20 801369313137 01/31/23 $7.16 69 $493.88 0 0.00 69 $493.88 801370313137 01/31/23 $4.91 62 $304.40 0 0.00 62 $304.40 801372313144 01/31/23 $5.19 93 $482.37 0 0.00 93 $482.37 801373313134 01/31/23 $4.95 115 $569.43 0 0.00 115 $569.43 801374313143 01 /31 /23 $5.46 143 $780.62 0 0.00 143 $780.62 801375313141 01/31/23 $5.14 202 $1,037.55 0 0.00 202 $1,037.55 801376312256 01 /31/23 $4.45 61 $271.33 0 0.00 61 $271.33 801377313055 01/31/23 $4.30 48 $206.33 0 0.00 48 $206.33 801379312971 01 /31 /23 $5.18 86 $445.40 0 0.00 86 $445.40 801380312903 01 /31 /23 $1.47 17 $24.99 0 0.00 17 $24.99 801381313057 01 /31/23 $2.28 102 $232.12 0 0.00 102 $232.12 801382313063 01 /31/23 $18.84 152 $2,863.60 0 0.00 152 $2,863.60 2022 Tnust, Tru1st Purple , and the Tru ist logo are service marks of Tru1st Fmanc1al Corporation. SunTrust Merchant Services, LLC. SunTrust. the SunTrust logo, and SunTrust Merchant Services are trademarks of Tru1st Fin ancial Corporation . Merchant Services are provided by SunTrust Merchant Services, LLC , an alhance between First Data Merchant Services . LLC and Tru1st Bank 160 of 265 - - - YOUR CARD PROCESSING STATEMENT Merchant Number 275173125889 Page 50 of 58 Customer Service Website- Phone -1-800-432-7628 Statement Period 01/01/23 -01/31/23 SUMMARY BY BATCH Total Gross Sales You Submitted Refunds Total Amount You Submitted Batch Submit Date Average Items Amount Items Amount Items Amount Ticket 801383312980 01/31/23 $2.07 13 $26.86 0 0.00 13 $26.86 801384313056 01/31/23 $3.64 125 $455.48 0 0.00 125 $455.48 801385313056 01/31/23 $4.24 112 $475 .31 0 0 .00 112 $475.31 801387313049 01/31/23 $1.80 41 $73.81 0 0.00 41 $73.81 801388311467 01/31/23 $1.10 1 $1.10 0 0 .00 1 $1 .10 801389313141 01/31/23 $1.36 89 $120.94 0 0 .00 89 $120 .94 801391313077 01/31/23 $0.84 10 $8.40 0 0.00 10 $8.40 801392313031 01/31/23 $1.17 28 $32.83 0 0.00 28 $32 .83 801393313124 01/31/23 $1.77 17 $30.14 0 0.00 17 $30.14 801395313056 01/31/23 $1.26 11 $13.83 0 0 .00 11 $13 .83 801396313125 01/31/23 $2 .77 41 $113.77 0 0.00 41 $113.77 801397313075 01/31/23 $3.20 248 $792.36 0 0 .00 248 $792.36 801398312893 01/31/23 $2.34 26 $60.81 0 0 .00 26 $60 .81 801399312790 01/31/23 $0.85 2 $1.70 0 0 .00 2 $1.70 801400313097 01/31/23 $3.44 149 $512 .14 0 0 .00 149 $512.14 801401313066 01/31/23 $1.40 46 $64.35 0 0 .00 46 $64.35 801403313112 01/31/23 $1.80 43 $77.38 0 0.00 43 $77.38 801404312703 01/31/23 $1.82 9 $16.41 0 0 .00 9 $16.41 801405312145 01/31/23 $2.43 13 $31.65 0 0 .00 13 $31.65 801406312994 01/31/23 $4.40 325 $1,429.10 0 0.00 325 $1,429.10 801407313071 01/31/23 $6.33 33 $208.82 0 0.00 33 $208.82 801408313071 01/31/23 $2.27 15 $34.04 0 0 .00 15 $34.04 801409312671 01/31/23 $2.08 30 $62.48 0 0.00 30 $62.48 801411313004 01/31/23 $4.48 18 $80.65 0 0 .00 18 $80 .65 801412313017 01/31/23 $2.81 5 $14 .07 0 0 .00 5 $14.07 801413313027 01/31/23 $3.16 29 $91.54 0 0 .00 29 $91.54 801415311913 01/31/23 $2.82 5 $14.09 0 0.00 5 $14 .09 Total 364,860 $1,824,669.63 0 0.00 364,860 $1,824,669.63 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 01106123 Transactions submitted to American Express -$8,439 .58 01/07123 Transactions submitted to American Express -$8,912 .36 01108123 Transactions submitted to American Express -$9 ,910.84 01/09/23 Transactions submitted to American Express -$8,279 .13 01110123 Transactions submitted to American Express -$7,358.48 01111/23 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 01114/23 Transactions submitted to American Express -$8 ,134.87 01115/23 Transactions submitted to American Express -$9,233.19 01116123 Transactions submitted to American Express -$8,578.96 01117123 Transactions submitted to American Express -$7,431.91 01118/23 Transactions submitted to American Express -$6,684 .94 01119/23 Transactions submitted to American Express -$7,442.26 01/20/23 Transactions submitted to American Express -$8,405 .13 01121123 Transactions submitted to American Express -$8,606 .86 01/22123 Transactions submitted to American Express -$10,060.62 2022 Tru1st. Tn11st Purple, and the Tn11st logo are service marks of Truist Financial Corporat,on . SunTrust Merchant Services, LLC. SunTrust, the SunTrust logo, and SunTrust Merchant Service s are trad emarks of Tnust Financial Corporation. Merchant Services are provided by SunTrust Merchant Services , LLC. an alliance between First Data Merchant Services, LLC and Truist Bank . 161 of 265 Y OUR CARD PROCESSING STATEMENT Me rchant Number 275173125889 Page 51 of 58 Cu stomer Service Web si te- Pho ne -1-800-432-7628 Statement Period 01/01/23 -01/31/23 Transactions that are passed directly to Third Party Service Providers for process ing and /or funding. Date Description Amount 0 1/23/23 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 -$8,22 5.73 01 /28/23 Transactions subm itted to American Express -$8,44 1.43 01 /29/23 Transactions submitted to American Express -$1 0 ,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 -$2 56,398.38 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 Oispute-Cardholder did not authorize the transaction 1305 -$9.35 01 /01/23 723653 126801 Fraud Oispute-Cardholder did not authorize the transaction 1155 -$12 .35 01 /01/23 823635025501 Fraud Oispute-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 Oispute-Cardholder did not authorize the transaction 1773 -$6.35 01 /04/23 830033243701 Fraud Oispute-Cardholder did not authorize the transaction 5859 -$8.35 01 /05/23 830033262501 Fraud Oispute-Cardholder did not authorize the transaction 0593 -$6 .35 01 /05/23 830033262701 Fraud Oispute-Cardholder did not authorize the transaction 0593 -$8 .35 01 /05/23 830033262401 Fraud Oispute-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 Oispute-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 Oispute-Cardholder did not authorize the transaction 4547 -$12.35 01 /06/23 830034106501 Fraud Oispute-Cardholder did not authorize the transaction 4547 -$8.35 01 /06/23 530060070401 Fraud Oispute-Cardholder did not authorize the transaction 2557 -$32 .35 01 /06/23 730053364301 Fraud Oispute-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 Oispute-Cardholder did not authorize the transaction 1818 -$4.35 01 /06/23 830034106301 Fraud Oispute-Cardholde r did not authorize the transaction 4547 -$12 .35 01/06/23 830044098201 Cardholder disputing service/merchandise 7603 -$20 .35 01/08/23 830064264001 Fraud Oispute-Cardholder did not authorize the transaction 5341 -$10 .35 01/08/23 830053452101 Fraud Oispute-Cardholder did not authorize the transaction 1590 -$20 .35 01/08/23 830064264101 Fraud Oispute-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 Oispute-Cardholder did not authorize the transaction 6644 -$20 .35 01/08/23 830064263901 Fraud Oispute-Cardholder did not authorize the transaction 5341 -$4.47 01/08/23 830064264201 Fraud Oispute-Cardholder did not authorize the transaction 5341 -$10.23 01/09/23 830074370401 Fraud Oispute-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 Oispute-Cardholder did not authorize the transaction 4496 -$6.35 01/11/23 730103133601 Fraud Oispute-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 Oispute-Cardholder did not authorize the transaction 1956 -$8.35 01/11/23 730103703501 Fraud Oispute-Cardholder did not authorize the transaction 6899 -$0 .85 01/12/23 830104603501 Fraud Oispute-Cardholder d id 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 transa ction was not properly processed 6163 -$12 .35 2022 Tru1st , Tru1st Purp te, and the Tru lst logo are servlce marks of Tru ist Financ tal Corpora ti on . SunTru st Merchant Services, LLC . SunTrust , the Su nTrust logo , and SunTrust Merchant Services are trademarks of Tru 1st F1nanoal Corporatro n. Merchant Serv ices are provided by SunTrust Merch ant Services , Ll C, an al hance between First Data Merch ant Services . LLC and Tru ist Ban k. 162 of 265 - - - YOUR CARD PROCESSING STATEMENT Merchant Number 275173125889 Page 52 of 58 Customer Service Website - Phone -1-800-432-7628 Statement Period 01/01/23 -01/31/23 Transactions that are challenged or disputed by a cardholder or card-issuing bank. Card Number Date Reference No. Description (Last 4 Digits) 01/12/23 730113234501 Fraud Dispute-Cardholder did not authorize the transaction 8254 01/12/23 830103151601 Fraud Dispute-Cardholder did not authorize the transaction 3606 01/12/23 730113215001 Cardholder disputing service/merchandise 3701 01/13/23 730123407201 Cardholder states transaction was not properly processed 9007 01/13/23 830103337701 Fraud Dispute-Cardholder did not authorize the transaction 5939 01/13/23 830104237601 Cardholder states transaction was not properly processed 2861 01/13/23 730123467101 Fraud Dispute-Cardholder did not authorize the transaction 0004 01/13/23 830103337801 Fraud Dispute-Cardholder did not authorize the transaction 5939 01/13/23 830103337901 Fraud Dispute-Cardholder did not authorize the transaction 5939 01/13/23 730123150601 Cardholder states transaction was not properly processed 9349 01/14/23 730133556601 Fraud Dispute-Card holder did not authorize the transaction 2718 01/14/23 830103537201 Cardholder disputing service/merchandise 0564 01/14/23 830124275501 Fraud Dispute-Cardholder did not authorize the transaction 3016 01/14/23 730133691301 Fraud Dispute-Cardholder did not authorize the transaction 7809 01/14/23 730133556701 Fraud Dispute-Cardholder did not authorize the transaction 2718 01/14/23 830124511001 Credit chargeback from issuer to offset previous Chargeback 7690 01/15/23 730143237601 Cardholder states transaction was not properly processed 0734 01/15/23 830133061601 Cardholder states transaction was not properly processed 8128 01/15/23 830133822501 Cardholder states transaction was not properly processed 9947 01/15/23 823393455601 Credit issued for a dispute previously debit to your account 3393 01/16/23 830134525801 Fraud Dispute-Cardholder did not authorize the transaction 0982 01/16/23 830134525601 Fraud Dispute-Cardholder did not authorize the transaction 0982 01/16/23 530160042901 Fraud Dispute-Cardholder did not authorize the transaction 5339 01/16/23 830134525701 Fraud Dispute-Cardholder did not authorize the transaction 0982 01/16/23 830133035801 Fraud Dispute-Cardholder did not authorize the transaction 1214 01/17/23 730163600901 Fraud Dispute-Cardholder did not authorize the transaction 5507 01/17/23 730163601001 Fraud Dispute-Cardholder did not authorize the transaction 5507 01/17/23 830163536601 Fraud Dispute-Cardholder did not authorize the transaction 8904 01/17/23 730163600801 Fraud Dispute-Cardholder did not authorize the transaction 5507 01/18/23 730023317401 Credit issued for a dispute previously debit to your account 1773 01/19/23 830173131701 Cardholder states transaction was not properly processed 5561 01/19/23 830184589301 Fraud Dispute-Cardholder did not authorize the transaction 3781 01/19/23 830173131801 Cardholder states transaction was not properly processed 5561 01/19/23 730183744201 Fraud Dispute-Cardholder did not authorize the transaction 7609 01/19/23 723540125301 Fraud Dispute-Cardholder did not authorize the transaction 8370 01/19/23 830033243701 Credit issued for a dispute previously debit to your account 5859 01/19/23 830044098201 Credit issued for a dispute previously debit to your account 7603 01/19/23 830043218501 Credit issued for a dispute previously debit to your account 3781 01/19/23 830033262701 Credit issued for a dispute previously debit to your account 0593 01/19/23 830033148601 Credit issued for a dispute previously debit to your account 5373 01/19/23 830033262501 Credit issued for a dispute previously debit to your account 0593 01/19/23 830033262601 Credit issued for a dispute previously debit to your account 0593 01/19/23 830033262401 Credit issued for a dispute previously debit to your account 0593 01/20/23 830183656201 Fraud Dispute-Cardholder did not authorize the transaction 4580 01/20/23 830183656301 Fraud Dispute-Cardholder did not authorize the transaction 4580 01/20/23 730113234501 Credit issued for a dispute previously debit to your account 8254 01/20/23 823653445501 Credit issued for a dispute previously debit to your account 8222 01/20/23 730113215001 Credit issued for a dispute previously debit to your account 3701 01/20/23 730093443301 Credit issued for a dispute previously debit to your account 4496 01/20/23 730093208301 Credit issued for a dispute previously debit to your account 6941 01/20/23 730053717301 Credit issued for a dispute previously debit to your account 1818 01/20/23 730123407201 Credit issued for a dispute previously debit to your account 9007 01/20/23 730133691301 Credit issued for a dispute previously debit to your account 7809 01/20/23 730133556701 Credit issued for a dispute previously debit to your account 2718 01/20/23 730053364301 Credit issued for a dispute previously debit to your account 6191 01/20/23 730113214901 Credit issued for a dispute previously debit to your account 3701 01/20/23 730123467101 Credit issued for a dispute previously debit to your account 0004 01/20/23 730133556601 Credit issued for a dispute previously debit to your account 2718 2022 Tru1st, Tru1st Purple, and the Truist logo are service marks of Tnust 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 Tru1st Bank. 163 of 265 Amount -$5.35 -$32.35 -$12.91 -$8.35 -$8.35 -$12.35 -$20.35 -$4.35 -$4.35 -$12.35 -$31.20 -$32.35 -$6.35 -$9.34 -$40.35 $32.35 -$8.35 -$9.35 -$12.05 $8.35 -$2.35 -$2.35 -$32.35 -$2.35 -$4.35 -$2.35 -$1.35 -$12.35 -$4.35 $6.35 -$3.35 -$7.35 -$2.35 -$12.35 -$20.35 $8.35 $20.35 $26.35 $8.35 $12.35 $6.35 $5.35 $6.35 -$9.35 -$6.35 $5.35 $8.35 $12.91 $6.35 $8.35 $4.35 $8.35 $9.34 $40.35 $32.35 $6.69 $20.35 $31.20 YOUR CARD PROCESSING STATEMENT Merchant Number 275173125889 Page 53 of 58 Customer Service Website - Phone -1-800-432-7628 Statement Period 01/01/23 -01/31/23 Transactions that are challenged or disputed by a cardholder or card-issuing bank. Card Number Date Reference No. Description (Last 4 Digits) 01/20/23 730103133501 Credit issued for a dispute previously debit to your account 1956 01/20/23 730053813201 Credit issued for a dispute previously debit to your account 1852 01/20/23 730143237601 Credit issued for a dispute previously debit to your account 0734 01/20/23 730113214801 Credit issued for a dispute previously debit to your account 3701 01/20/23 730123150601 Credit issued for a dispute previously debit to your account 9349 01/21/23 830203774801 Fraud Dispute-Cardholder did not authorize the transaction 9598 01/21/23 830193911201 Fraud Dispute-Cardholder did not authorize the transaction 1694 01/21/23 730193167801 Fraud Dispute-Cardholder did not authorize the transaction 5518 01/21/23 730193167701 Fraud Dispute-Cardholder did not authorize the transaction 5518 01/21/23 730204018401 Fraud Dispute-Cardholder did not authorize the transaction 4520 01/21/23 730193291201 Cardholder states transaction was not properly processed 0904 01/21/23 830203774701 Fraud Dispute-Cardholder did not authorize the transaction 9598 01/21/23 830193911301 Fraud Dispute-Cardholder did not authorize the transaction 1694 01/21/23 830034106501 Credit issued for a dispute previously debit to your account 4547 01/21/23 830093578901 Credit issued for a dispute previously debit to your account 8940 01/21/23 830133061601 Credit issued for a dispute previously debit to your account 8128 01/21/23 730103133601 Credit issued for a dispute previously debit to your account 1956 01/21/23 730103703501 Credit issued for a dispute previously debit to your account 6899 01/21/23 830063906301 Credit issued for a dispute previously debit to your account 6269 01/22/23 730213635801 Cardholder states transaction was not properly processed 7582 01/22/23 730213318801 Fraud Dispute-Cardholder did not authorize the transaction 1930 01/22/23 730213220501 Cardholder states transaction was not properly processed 5295 01/22/23 830103239501 Credit issued for a dispute previously debit to your account 6163 01/22/23 830103337901 Credit issued for a dispute previously debit to your account 5939 01/22/23 830103337701 Credit issued for a dispute previously debit to your account 5939 01/22/23 830103337801 Credit issued for a dispute previously debit to your account 5939 01/22/23 830103537201 Credit issued for a dispute previously debit to your account 0564 01/22/23 830133822501 Credit issued for a dispute previously debit to your account 9947 01/23/23 830074370401 Credit issued for a dispute previously debit to your account 4145 01/23/23 730163600901 Credit issued for a dispute previously debit to your account 5507 01/23/23 830173131801 Credit issued for a dispute previously debit to your account 5561 01/23/23 730183744201 Credit issued for a dispute previously debit to your account 7609 01/23/23 730163600801 Credit issued for a dispute previously debit to your account 5507 01/23/23 830173131701 Credit issued for a dispute previously debit to your account 5561 01/23/23 730163601001 Credit issued for a dispute previously debit to your account 5507 01/24/23 730233828801 Fraud Dispute-Cardholder did not authorize the transaction 5200 01/24/23 830124275501 Credit issued for a dispute previously debit to your account 3016 01/24/23 830134525801 Credit issued for a dispute previously debit to your account 0982 01/24/23 530060070401 Credit issued for a dispute previously debit to your account 2557 01/24/23 830134525601 Credit issued for a dispute previously debit to your account 0982 01/24/23 830134525701 Credit issued for a dispute previously debit to your account 0982 01/24/23 530160042901 Credit issued for a dispute previously debit to your account 5339 01/25/23 830244545301 Fraud Dispute-Cardholder did not authorize the transaction 2013 01/25/23 730243269101 Fraud Dispute-Cardholder did not authorize the transaction 2286 01/25/23 830244864201 Fraud Dispute-Cardholder did not authorize the transaction 6208 01/25/23 730193167801 Credit issued for a dispute previously debit to your account 5518 01/25/23 730193167701 Credit issued for a dispute previously debit to your account 5518 01/25/23 730193291201 Credit issued for a dispute previously debit to your account 0904 01/25/23 830163536601 Credit issued for a dispute previously debit to your account 8904 01/26/23 730213635801 Credit issued for a dispute previously debit to your account 7582 01/26/23 730213220501 Credit issued for a dispute previously debit to your account 5295 01/26/23 730204018401 Credit issued for a dispute previously debit to your account 4520 01/26/23 730213318801 Credit issued for a dispute previously debit to your account 1930 01/27/23 830253335701 Fraud Dispute-Cardholder did not authorize the transaction 8917 01/27/23 830253514601 Cardholder states transaction was not properly processed 6554 01/27/23 730263303501 Cardholder states transaction was not properly processed 7372 01/28/23 830274366501 Fraud Dispute-Cardholder did not authorize the transaction 1456 01/28/23 830263146101 Fraud Dispute-Cardholder did not authorize the transaction 1951 2022 Tru1st, Tru1st Purple , and the Trutst logo are service marks of Tru1st Financial Corporation~ SunTrust Merchant Services, LLC. SunTrust , the SunTrust logo . and SunTrust Merchant Services are trademarks of Tru1st Financial Corporation . Merchant Services are provided by SunTrust Merchant Services, LLC, an alliance between First Data Merchant Services. LLC and Tru1st Bank. 164 of 265 Amount $8.35 $28 .00 $8.35 $20.35 $12.35 -$10.35 -$3.35 -$8.35 -$12.35 -$4 .35 -$7.35 -$8.73 -$9 .21 $8 .35 $13 .35 $9.35 $9.09 $0 .85 $20.35 -$4.35 -$1.85 -$19.35 $12.35 $4 .35 $8.35 $4 .35 $32.35 $12.05 $12.35 $2 .35 $2 .35 $12.35 $4.35 $3 .35 $1.35 -$20.35 $6.35 $2.35 $32.35 $2.35 $2.35 $32.35 -$4 .35 -$1.35 -$4.35 $8 .35 $12.35 $7.35 $12.35 $4.35 $19.35 $4.35 $1.85 -$12.35 -$4.35 -$10.35 -$20 .50 -$8.35 - - - 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 Transactions that are challenged or disputed by a cardholder or card-issuing bank. Card Number Date Reference No. Description (Last 4 Digits) Amount 01/29/23 830273258201 Fraud Dispute-Cardholder did not authorize the transaction 0175 -$32.35 01/29/23 830283801601 Fraud Dispute-Cardholder did not authorize the transaction 3842 -$32.35 01/30/23 730293088801 Fraud Dispute-Cardholder did not authorize the transaction 5726 -$4.35 01/30/23 830293029601 Fraud Dispute-Cardholder did not authorize the transaction 6175 -$9.35 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 -$497.98 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 o.oo 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 MASTERCARD MC-BUS LEVEL 5 DATA RATE I MC-CORP DATA RATE I (US) BUS MC-PREM COM STD ACQUSISSCAN MC-BUS LEVEL 2 DATA RATE I MC-INT CON RTE 1 DIG-CMCE SPRM MC-WRLD ELITE SMALL TICKET CNP MC-WORLD HV SMALL TICKET CNP MC-REGULATED COMM (DB) MC-PREM COM STD ACQUSISSSAM MC-HIGH VAL MERIT I MASTERCARD ACCESS FEE 104499 TRANSACTIONS AT 0.0269 MC-WORLDCARD MERIT I MC-CORP DATA RATE I (US) CORP MC-ENHANCED MERIT I MC-INT CON RTE 1 DIG-CMCE CORE MC-MERIT I ELECTRONIC COMMERCE MC-CORP BUSINESS INTL FLT MC-PREM COM STD ACQUSISSLAC MC-WORLD SMALL TICKET CNP MC-INT CON RTE 3 BASE SPRM MC-WORLD ELITE MERIT I MC-ENHANCED SMALL TICKET CNP MC-REG CONSMR US MO (DB) MC-CORE SMALL TICKET CNP MC-REGULATED UST POS (DB) MC-INT CON RTE 1 DIG-CMCE PREM MC-REG CONSM WFRAUD ADJ MC(DB) Type Interchange charges Interchange charges Interchange charges Interchange charges Interchange charges Interchange charges Interchange charges Interchange charges Interchange charges Interchange charges Interchange charges Interchange charges Interchange charges Interchange charges Interchange charges Interchange charges Interchange charges Interchange charges Interchange charges Interchange charges Interchange charges Interchange charges Interchange charges Interchange charges Interchange charges Interchange charges Interchange charges Amount -$433.45 -$275.80 -$0.63 -$112.25 -$179.20 -$1,585.56 -$212.91 -$0.65 -$0.13 -$467.80 -$2,811.02 -$336.58 -$49.54 -$948.17 -$255.62 -$125.89 -$42.21 -$0.54 -$171.19 -$2.60 -$2,827.52 -$273.38 -$1.08 -$35.12 -$0.43 -$169.40 -$1,532.49 2022 Tru1st, Tru1st Purple, and the Tru1st logo are service marks of Tru1st Financial Corporation. SunTrust Merchant Services, LLC. SunTrust, the SunTrust logo, and SunTrust Merchant Services are trademarks of Tru1st Financial Corporation. Merchant Services are provided by SunTrust Merchant Services , LLC , an alliance between First Data Merchant Services, LLC and Tru1st Bank. 165 of 265 YOUR CARD PROCESSING STATEMENT Merchant Number 275173125889 Page 55 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 services. MC-BUS LEVEL 4 DATA RATE I MC-COM DATA RATE I FLT NFUEL MASTERCARD ASSESSMENT FEE 0.0013 TIMES $470699 .92 MC-DOMESTIC MERIT I PREPAID MC-SM TICKET MPP CON KEY DB PP MC-MERIT I ECOMM (DB) MC-BUS LEVEL 3 DATA RATE I MC-REGULATED FRD ADJ COMM (DB) MC-CORP DATA RATE I (US) PUR MC-PREM COM STD ACQUSISSAP MC-SM TCKT MPP REG CON KEY DP MC-CORP PURCHASING INTL PUR MC LICENSE VOLUME FEE 0.000082 DISC RATE TIMES $470699 .92 MC-AUTH DIGITAL ENABLEMENT MIN 102674 TRANSACTIONS AT 0 .02 MC TPE ACQ MERCH ADVICE CODE 6 TRANSACTIONS AT 0.03 MC TPE NOMINAL AMNT AUTH 1 TRANSACTIONS AT 0.045 MC TPE EXCESSIVE AUTH 7 4 TRANSACTIONS AT 0.1 MC FOREIGN HANDLING FEE 0 .005 TIMES $36578.05 MASTERCARD AUTH FEE 104499 TRANSACTIONS AT 0.015 MC-DECLINE REASON CODE SVC FEE 5589 TRANSACTIONS AT 0.02 VISA VI INTEGRITY FEE DETAIL REPORT 9,167 TRANSACTIONS AT .002000 VI-US BUS TR2 PRD 1 VI-US REGULATED COMM (DB) VI-US BUS TR3 PRD 1 VI-ECOMM BSC P1 SIG PRF INFSQ VI-US BUS TR4 PRD 1 VI-SUPER PREMIUM EU ISS US ACQ VI-INTER PREM CEMEA ISS US ACQ VI-INTER PREM EU ISS US ACQ VI-CPS/ECOMM-BASIC (PP) VI-CORPORATE PREPAID VI-US BUS TR1 PRD 1 VI-PURCHASING CARD CNP VI-BUSINESS CARD CNP (DB) VI-INTREG BUS/CORP/PURCH (US) VI-BUS PURCH CNP (PP) VI-SUPER PREMIUM CEMEA fSS US VI-INTER PREM CAN ISS US ACQ VI-REG CONSUMER MQ (DB) VI-ECOMM BSC P1 SIG INF SNQ VI-ECOMM BASIC P1 TRAD VI-SUPER PREMIUM AP ISS US ACQ VI-CPS/ECOMM-BASIC (DB) VI-INTREG STANDARD (US) VI-INTER PREM AP ISS US ACQ VISA ACCESS FEE 225023 TRANSACTIONS AT 0.0269 VI-SUPER PREMIUM LAC ISS US AC VI-INTER PREM LAC ISS US ACQ VISA ASSESSMENT FEE DB 0.0013 TIMES $599166.99 VISA ASSESSMENT FEE CR 0.0014 TIMES $465120.20 VI-IR REGULATED (DB) VI-ECOMM BASIC P1 REWARDS VI-CORPORATE CARD CNP VI-INTERG SPREM CAN ISS US ACQ VI-US BUS TR5 PRD 1 VISA AUTH FEE 225023 TRANSACTIONS AT 0.015 VI-ADDRESS VER SVC FEE 217093 TRANSACTIONS AT 0.001 VI NEVER APPROVE REATTEMPT FEE 5148 TRANSACTIONS AT 0 .1 VI DECLINE TRAN RESUB FEE 1 TRANSACTIONS AT 0.1 Interchange charges -$173.03 Interchange charges -$223.66 Interchange charges -$611.91 Interchange charges -$48 .32 Interchange charges -$201.57 Interchange charges -$281 .04 Interchange charges -$232.67 Interchange charges -$1,025.23 Interchange charges -$53.24 Interchange charges -$0.05 Interchange charges -$2,566.90 Interchange charges -$1.25 Service charges -$38.60 Fees -$2,053.48 Fees -$0.18 Fees -$0.05 Fees -$7.40 Fees -$182.89 Fees -$1,567.49 Fees -$111.78 Fees -$18.33 In terchange charges -$486 .32 Interchange charges -$2,420 .36 Interchange charges -$516 .37 Interchange charges -$9,621.95 Interchange charges -$359.47 Interchange charges -$54 .64 Interchange charges -$15 .90 Interchange charges -$10.56 Inte rchange charges -$1,571 .52 In terchange charges -$0.19 Interchange charges -$355.54 Interchange charges -$154.15 Interchange charges -$90.o? Interchange charges -$59 .61 Interchange charges -$31.76 Interchange charges -$7.80 Interchange charges -$157.97 Interchange charges -$20,076.86 Interchange charges -$3,159.46 Interchange charges -$1,108.41 Interchange charges -$6.49 Interchange charges -$1 ,787.50 Interchange charges -$390.10 In terchange charges -$12.02 Interchange charges -$6,053.12 Interchange charges -$103.32 Interchange charges -$53.32 Interchange charges -$778.92 Interchange charges -$651.17 Interchange charges -$34.78 Interchange charges -$1 ,955.82 Interchange charges -$150.99 Interchange charges -$45.65 Interchange charges -$365 .03 Fees -$3 ,375.35 Fees -$217.09 Fees -$514.80 Fees -$0.10 2022 Truist. Trwst Purp le , and the Tru1st logo are service marks of Tnust F1nanc1al Corporation. SunTrust Merchant Services, LLC. SunTrust, the SunTrust logo, and SunTrust Merchant Services are trademarks of Tnnst Flnan d al Corporation. Merchant Services are provlded by SunTrust Merchant Services, LLC, an alliance between First Data Merchant Services, LLC and Tnust Bank 166 of 265 - - - 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 services . VI NEVER APPROVE REATT XBORFEE 40 TRANSACTIONS AT 0.15 VISA FOREIGN HANDLING FEE 0 .005 TIMES $53183.38 VI NTWK ACO PROC FEE INTL 0/P 2407 TRANSACTIONS AT 0 .0355 VI NTWK ACQ PROC FEE INTL CR 6730 TRANSACTIONS AT 0 .0395 DISCOVER OSCVR PSLECOMMERCE(DB) DSCVR PSLECOMMERCE(RW) DSCVR PSLMICROTICKET(PPLUS) DSCVR PSLMICROTICKET(PREM) DSCVR PSLMICROTICKET(DB) DSCVR COMML ELECT OTHER DSCVR PSLECOMMERCE(PREM ) DSCVR PSLECOMMERCE(PPLUS) DISCOVER ASSESSMENT FEE 0.0014 TIMES $33284.14 DSCVR-PSLMICROTICKET(RW) DISCOVER DATA USAGE FEE 5977 TRANSACTIONS AT 0.0025 DISCOVER AUTH FEE 6217 TRANSACTIONS AT O.D15 ADDRS VERIFICATION SERVICE FEE 6190 TRANSACTIONS AT 0 .005 NETWORK AUTHORIZATION FEE 6216 TRANSACTIONS AT 0 .019 AMERICAN EXPRESS AMEX AUTH FEE 56764 TRANSACTIONS AT 0.D15 Other DIGITAL INVESTMENT FEE $33284.14 AT0.0001 AVS WATS AUTHORIZATION FEE 392489 TRANSACTIONS AT 0.01 TOTAL TRANSACTION FEES ACCOUNT FEES TOTAL MC MONTHLY LOCATION FEE VISA NETWORK FEE CNP 2-09 MERCHANT RSP DAY 1-20 VISA DMS 45 TRANSACTIONS AT 1.05 VS INTL ACOUIRER FEE 0 TRANS TOTALING $53210.13 INCOMING CHARGEBACKS ALL 97 TRANSACTIONS AT 5 NW MC PRE ARBITRATION ACPT FEE 1 TRANSACTIONS AT 15 MC GLOBAL ACOUIRER FEE 0 TRANS TOTALING $36578 .05 US CROSS BORDER FEE 0 TRANS TOTALING $36318.57 VISA INTL SERVICE FEE -BASE 0 TRANS TOTALING $53210 .13 TOTAL ACCOUNT FEES Total Interchange Charges Total Service Charges Total Fees Total (Service Charges, Interchange Charges, and Fees) Fees Fees Fees Fees Interchange charges Interchange charges Interchange charges Interchange charges Interchange charges Interchange charges Interchange charges Interchange charges Interchange charges Interchange charges Service charges Fees Fees Fees Fees Service charges Fees Type Fees Fees Fees Fees Fees Fees Fees Fees Fees 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 Sales % Of Number of % of Total Cost Per Product/Description Total Sales Transactions Transactions Rate Transaction Sub Total MASTERCARD MC-REGULATED COMM (OB ) $39.55 0% 3 0% 0 .0005 $0.210 -$0.65 MC-INT CON RTE 1 OIG-CMCE SPRM $9,052 .53 2% 1,593 2% 0.0198 0 .000 -$179.20 MC-INT CON RTE 1 OIG ·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 -$6.00 -$265 .92 -$85.45 -$265.84 -$15.74 -$546.88 -$1.95 -$10 .60 -$2.04 -$267.34 -$39.59 -$2.28 -$46 .60 -$139.52 -$14.94 -$93.26 -$30.95 -$118.10 -$851.46 -$3.33 -$3,924.89 -$85, 737 .39 Amount -$0.43 -$285.89 -$47.25 -$239.45 -$485.00 -$15.00 -$310.91 -$217.91 -$532.10 -$2,133.94 -$87,871.33 -$71,989. 71 -$56.87 -$15,824.75 -$87,871.33 Total Interchange Charges 2022 Tru1st, Tru1st Purple, and the Tru1st logo are service marks of Trwst Financial Corporation SunTrust Merchant Services, LLC. SunTrust, the SunTrust logo, and SunTrust Merchant Services are trademarks of Tru1st Financial Corporation. Merchant Services are provided by SunTrust Merchant Services . LLC, an alliance between First Data Merchant Services, LLC and Tru1st Bank. 167 of 265 YOUR CARD PROCESSING STATEMENT Merchant Number 275173125889 Page 57 of 58 Cu stomer Serv ic e Webs ite - Phone -1-800-432-7628 Statement Period These are the variable fees charged by Card O rganizations for processing transactions . INTERCHANGE The interchange charges in this section are also reflected in the Fee section of the statement. Interchange Cost Product/Description MC-PREM COM STD ACOUSISSCAN MC-HIGH VAL MERIT I MC-MERIT I ECOMM (OB) MC-PREM COM STD ACOUSISSSAM MC-PREM COM STD ACOUSISSAP MC-BUS LEVEL 2 DATA RATE I MC-INT CON RTE 3 BASE SPRM MC-WORLD ELITE MERIT I MC-BUS LEVEL 4 DATA RATE I MC-WORLOCARO MERIT I MC-SM TCKT MPP REG CON KEY OP MC-BUS LEVEL 5 DATA RATE I MC-BUS LEVEL 3 DATA RATE I MC-INT CON RTE 1 DIG-CMCE PREM MC-REGULATED UST POS (DB) MC-MERIT I ELECTRONIC COMMERCE MC-REG CONSM WFRAUD ADJ MC(DB) MC-CORP DATA RATE I (US) PUR MC-REGULATED FRO ADJ COMM (DB) MC-CORP DATA RATE I (US) BUS MC-COM DA TA RA TE I FLT NFUEL MC-ENHANCED SMALL TICKET CNP MC-ENHANCED MERIT I MC-WRLD EL ITE SMALL TICKET CNP MC-CORP BUSINESS INTL FLT MC-PREM COM STD ACOUS ISSLAC MC-CORE SMALL TICKET CNP MC-WORLD SMALL TICKET CNP MC-REG CONSMR US MO (OB) MC-CORP DATA RATE I (US) CORP MC-CORP PURCHASING INTL PUR MC-WORLD HV SMALL TICKET CNP MC-SM TICKE T MPP CON KEY OB PP MASTERCARD TOTAL VISA VI-ECOMM BSC P1 SIG INF SNO VI-US BUS TR4 PRO 1 VI-CORPORA TE CARD CNP VI-BUSINESS CARD CNP (OB) VI-CORPORATE PREPAID VI-INTER PREM LAC ISS US ACO VI-SUPER PREMIUM LAC ISS US AC VI-INTER PREM CAN ISS US ACO VI-SUPER PREMIUM EU ISS US ACO VI-REG CONSUMER MO (DB) VI-INTREG BUS/CORP/PURCH (US) VI -SUPER PREMIUM AP ISS US ACO VI-PURCHASING CARD CNP VI-ECOMM BASIC P1 REWARDS VI-BUS PURCH CNP (PP) VI-INTER PREM EU ISS US ACO VI-US BUS TR1 PRO 1 VI-US BUS TR5 PRO 1 VI-US REGULATED COMM (DB) VI-ECOMM BASIC P1 TRAD VI-CPS/ECOMM-BASIC (OB) VI -IR REGULATED (DB) Sales %Of Total Sales $31.40 0% $13 ,196.29 3% $10,095.28 2% $6.39 0% $2.35 0% $2,087.40 0% $131.49 0% $79,116.23 17% $3,299.47 1% $10,648.99 2% $74,762.13 16% $9,121 .64 2% $4 ,665.15 1% $9,155.33 2% $22.12 0% $4,394 .65 1% $82,778 .74 18% $1,349.24 0% $23,215.96 5% $5,946.40 1% $5,204.50 1% $9,373.61 2% $27,924.04 6% $45,045.38 10% $2 ,110.50 0% $27.05 0% $1,272 .00 0% $5,618.47 1% $60 .75 0% $1,141 .82 0% $62.45 0% $6 ,188.21 1% $6 ,149.07 1% $470,699.92 $75,666.80 7% $7,602 .96 1% $3,235.68 0% $2 ,259 .87 0% $3.35 0% $2,962 .33 0% $5,244.75 0% $8,776.34 1% $2,773.45 0% $463,248.07 44% $2,980.70 0% $329.65 0% $3,771.42 0% $48,865.40 5% $670 .07 0% $586 .56 0% $7 ,408.07 1% $7,934 .33 1% $56,627.11 5% $28 ,220 .03 3% $43,470.28 4% $910.83 0% Number of %of Total Cost Per Transactions Transactions Rate Transaction Sub Total 4 0 % 0 .0200 0 .000 -$0 .63 1,247 1% 0.0260 $0 .100 -$467.80 763 1% 0.0165 $0 .150 -$281.04 0% 0.0200 0 .000 -$0.13 1 0% 0 .0200 0.000 -$0 .05 538 1% 0 .0280 $0 .100 -$112.25 18 0% 0 .0198 0.000 -$2.60 7,705 8% 0.0260 $0 .100 -$2,827.52 757 1% 0.0295 $0.100 -$173.03 1,023 1% 0.0220 $0 .100 -$336 .58 25,898 27% 0.0170 $0 .050 -$2,566 .90 1,598 2% 0.0300 $0 .100 -$433.45 997 1% 0 .0285 $0 .100 -$232.67 1,366 1% 0.0185 0 .000 -$169.40 2 0% 0 .0005 $0.210 -$0.43 402 0% 0 .0195 $0 .100 -$125 .89 6 ,777 7% 0 .0005 $0 .220 -$1 ,532 .49 168 0% 0.0270 $0 .100 -$53 .24 4 ,607 5% 0.0005 $0.220 -$1,025.23 1,182 1% 0.0265 $0 .100 -$275.80 831 1% 0.0270 $0 .100 -$223.66 3 .819 4% 0.0210 $0 .020 -$273.38 3 ,616 4% 0.0210 $0 .100 -$948.17 20 ,719 22 % 0.0260 $0 .020 -$1,585.56 307 0% 0.0200 0 .000 -$42.21 3 0% 0 .0200 0 .000 -$0.54 516 1% 0.0195 $0 .020 -$35.12 2,379 2% 0.0220 $0.020 -$171 .19 5 0% 0 .0005 $0 .210 -$1 .08 187 0% 0.0270 $0 .100 -$49 .54 7 0% 0 .0200 0 .000 -$1 .25 2 ,601 3% 0.0260 $0.020 -$212 .91 1,939 2% 0.0170 $0 .050 -$201.57 96,042 16,080 8% 0.0205 $0 .100 -$3,159.46 1,352 1% 0 .0295 $0 .100 -$359.47 636 0% 0 .0270 $0.100 -$150 .99 347 0% 0 .0245 $0 .100 -$90 .07 1 0% 0 .0265 $0.100 -$0.19 523 0% 0 .0180 0 .000 -$53.32 980 0% 0 .0197 0 .000 -$103.32 1,319 1% 0 .0180 0 .000 -$157 .97 455 0% 0 .0197 0 .000 -$54.64 90,198 44 % 0.0005 $0 .220 -$20,076.86 477 0% 0 .0200 0 .000 -$59.61 44 0% 0.0197 0.000 -$6.49 523 0% 0 .0270 $0 .100 -$154.15 9,593 5% 0.0204 $0 .100 -$1,955.82 140 0% 0 .0265 $0 .100 -$31.76 87 0% 0.0180 0.000 -$10.56 1,592 1% 0 .0265 $0 .100 -$355.54 1,270 1% 0 .0300 $0 .100 -$365.03 10 ,872 5% 0 .0005 $0.220 -$2,420.36 5 ,751 3% 0 .0189 $0 .100 -$1,108 .41 7,134 3% 0 .0165 $0 .150 -$1 ,787.50 156 0% 0 ,0005 $0 .220 -$34.78 01 /01/23 -01/31/23 Total Interchange Charges -$14,847 .10 2022 Tru1st , Tru1st Purple , and the Tru lst logo are service marks of Tru ist Fin ancial Corporat1on . SunTrus t Merchant Services, LLC . SunTrus t, th e SunTrust logo , and SunTrust Merch ant Servi ces are trad emark s of Tru tst Finan cial Corpora tion . Merc han t Se rvices are provided by SunTru st Merchant Servi ces. LLC. an alliance between First Da ta Merchant Services , LLC and Tru1st Ban k. 168 of 265 - - - YOUR CARD PROCESSING STATEMENT Merchant Number 275173125889 Page 58 of 58 Customer Service Website - Phone -1-800-432-7628 Statement Period These are the variable fees charged by Card Organizations for processing transactions. INTERCHANGE The interchange charges in this section are also reflected in the Fee section of the statement. Interchange Cost Product/Description VI -US BUS TR2 PRO 1 VI -SUPER PREMIUM CEMEA ISS US VI -CPS/ECOMM-BASIC (PP) VI-ECOMM BSC P1 SIG PRF INFSQ VI-INTER PREM CEMEA ISS US ACQ VI-INTREG STANDARD (US) VI-INTERG $PREM CAN ISS US ACQ VI-INTER PREM AP ISS US ACQ VI-US BUS TR3 PRO 1 VISA TOTAL DISCOVER DSCVR PSLECOMMERCE(DB) DSCVR PSLMICROTICKET(PPLUS) DSCVR PSLMICROTICKET(PREM) DSCVR PSLECOMMERCE(RW) DSCVR PSLMICROTICKET(DB) DSCVR PSLECOMMERCE(PPLUS) DSCVR COMML ELECT OTHER DSCVR PSLECOMMERCE(PREM) DSCVR-PSLMICROTICKET(RW) DISCOVER TOTAL AMERICAN EXPRESS AMEX PASS-THRU AMERICAN EXPRESS TOTAL TOTAL Sales Total $10,204.30 $396.08 $31,977.41 $208,967.02 $883.08 $24,381.28 $2,317.35 $667.73 $10,944.89 $1,064,287.19 $510.90 $43.72 $538.28 $18,526.19 $113.43 $67.10 $5,045.62 $1,282.45 $7,156.45 $33,284.14 $256,398.38 $256,398.38 $1,824,669.63 %Of Number of Sales Transactions 1% 2,006 0% 68 3% 5,060 20% 43,959 0% 168 2% 3,864 0% 362 0% 80 1% 2,044 207,141 2% 34 0% 21 2% 197 56% 1,708 0% 48 0% 6 15% 958 4% 133 22% 2,872 5,977 100% 55,700 55,700 364,860 % of Total Cost Per Transactions Rate Transaction Sub Total 1% 0.0280 $0.100 -$486 .32 0% 0.0197 0.000 -$7.80 2% 0.0175 $0.200 -$1 ,571.52 21% 0.0250 $0.100 -$9,621.95 0% 0.0180 0.000 -$15.90 2% 0.0160 0.000 -$390 .10 0% 0.0197 0.000 -$45 .65 0% 0.0180 0.000 -$12.02 1% 0.0285 $0.100 -$516.37 1% 0.0175 $0.200 -$15.74 0% 0.0205 $0.050 -$1.95 3% 0.0197 0.000 -$10.60 29% 0.0203 $0.100 -$546.88 1% 0.0180 0.000 -$2.04 0% 0.0250 $0 .100 -$2.28 16% 0.0245 $0.150 -$267.34 2% 0.0205 $0.100 -$39.59 48% 0.0195 0.000 -$139.52 100% 0.0000 0.000 0.00 01/01/23 -01/31/23 Total Interchange Charges -$45, 163.93 -$1,025.94 0.00 ·$61,036.97 2022 Truist, Truist Purple, and the Tru1st logo are service marks of Tru ist Ftnanc1al Corporation SunTrust Merchant Services, LLC . SunTrust, the SunTrust logo, and SunTrust Merchant Services are trademarks of Truist Financial Corporation . Merchant Services are provi ded by SunTrust Merchant Services, LLC, an alliance between First Data Merchant Services, LLC and Tru ist Bank. 169 of 265 ATTACHMENT C SUNBIZ & PROPOSAL RESPONSE TO RFQ 170 of 265 lliloartmeJlt or State I Divis ion of Co~ / Search Records I Search by Entity Name I Detail by Entity Name Foreign Limited Liability Company PARKMOBILE, LLC Filing Information Document Number FEI/EIN Number Date Filed State Status Last Event Event Date Filed Event Effective Date f.riMipal Address 1100 SPRING STREET NW SUITE200 ATLANTA, GA 30309 Changed: 02/13/2018 .Ma.I.ling Address 1100 SPRING STREET NW SUITE 200 ATLANTA, GA 30309 Changed: 02/13/2018 M 15000000734 38-3941930 01/20/2015 DE ACTIVE LC AMENDMENT 12/03/2015 NONE .Bilgistered Agent Name & Address CORPORATION SERVICE COMPANY 1201 HAYS STREET TALLAHASSEE, FL 32301-2525 Authorized Person(s)Jlmail Name & Address litle MANAGING MEMB ER PARKMOBILE USA, INC. 1100 SPRING STREET NW SUITE200 ATLANTA, GA 30309 171 of 265 DIVISION OF CORPORATIONS Title Secretary Stewart, Anthony 1100 SPRING STREET NW SUITE200 ATLANTA, GA 30309 Annua!ReR2JD Report Year 2021 2022 2023 Filed Date 0412612021 0412312022 0410312023 Document Imago 04/03/2023 -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 12/03/20 15 -LC Ame ndmen t View image in PDF format 011201201 s -Foreigo....Li.roi1esl View image in PDF format F ' l J I I I I l I I I 172 of 265 BID SUBMITTAL QUESTIONNAIRE SECTION 1 -BID CERTIFICATIO FORM This document is a REQUIRED FORM that must be submitted fully completed and submitted. Solicitation No: Solicitation Title: BID NUMBER PROJECT TITLE BIDDER'S NAME: PartcMoblle, LLC NO. OF YEARS IN BUSINESS: 15 I NO. OF YEARS IN BUSINESS LOCALLY:. I NO OF EMPLOYEES: 183 OTHER NAME(S) BIDDER HAS OPERATED UNDER IN THE LAST 10 YEARS: PartcMoblle USA, Inc. BIDDER PRIMARY ADDRESS (HEADQUARTERS): 1100 Spring St NW Suite 200 CITY: Atlanta STATE:GA I ZIP CODE: 30309 TELEPHONE NO.: TT08189038 TOLL FREE NO.: 7708189038 FAX NO.: TT08189039 BIDDER LOCAL ADDRESS: brooke.krleger@partcmoblle.lo CITY: Atlanta STATE:GA I ZIP CODE: 30309 PRIMARY ACCOUNT REPRESENTATIVE FOR THIS ENGAGEMENT: Brooke Krieger ACCOUNT REP TELEPHONE NO.: (850) 321-2074 ACCOUNT REP TOLL FREE NO.: TT08181038 ACCOUNT REP EMAIL : brooke.krleger@partcmoblle.lo 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 Representative: Tony Stewart, Chief Legal Officer 173 of 265 Signature of Bidder 's Authorized Representative: /s/ Tony Stewart SECTION 2 -ACKNOWLEDGEMENT OF ADDENDU 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 a-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 In itial to to Confirm to Confirm Confirm Receipt Receipt Receiot TS Addendum 1 Addendum 6 Addendum 11 TS Adde ndum 2 Addendum 7 Addend um 12 Addendum 3 Addendum 8 Addendum 13 Addendum4 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 RELATIONSHIP 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 SUP-R.lier Qualifier Report directly_ to the City, with bid or within three (3) day~ of request. Bidde r 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. Fo r assistance with any portion of the SQR submittal process, contact Dun & Bradstreet at 800-424-2495. 174 of 265 SECTION 5 -REFERENCES AND PAST PERFORMANCE Project No. BID NUMBER I Project Title PROJECT TITLE I 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 □ Os strength in marketing the mobile pay program, and user-friendly app experience. 175 of 265 ParkMobile integrates with the PPAa □ Os 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. 176 of 265 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. SECTIO 6 -SUSPE SION, DEBARMENT, OR CONTRACT CANCELLATION Has bidder ever been debarred, suspended or other legal violation, or had a contr.act cancelled due to non-performance by any public sector agency? I D I YES I eil I NO If answer to above is "YES," bidder shall submit a statement detailing the reasons that led to action(s): SECTION 7 a SMALL AND DISA VANTAGED 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? I D I YES I eil I NO SECTIO 8 -LG T BUSI ESS E T • RPRIS CERTIFIC TIO 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 Certifiltion b] the NGLCC? I □ I YES eil NO 177 of 265 SECTION 9 -BYRD A TI-LOBBYI G AMEND E T 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 Representative: Tony Stewart, Chief Legal Officer Signature of Bidder 's Authorized Representative: /s/ Tony Stewart SECTION 10 -SUSPENSION AND DEBARMENT CERTIFICATIO 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). 178 of 265 (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. 179 of 265 (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 Representative: Tony Stewart, Chief Legal Officer Signature of Bidder 's Authorized Representative: /s/ Tony Stewart SEC ION 11 -CO E OF SIL CE 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 .bnps://libra[Y..municode.com/fl/miami beach/codes/code of ordinances? nodeld=SPAGEOR CH2AD ARTVIISTCO DIV4PR S2-486COSI Any communication or inquiry in reference to this solicitation with any City employee or City official is strictly prohibited with the of exception communications with the Procurement Director, or his/her administrative staff responsible for administering the procurement process for this solicitation providing said communication is limited to matters of process or procedure regarding the solicitation. Communications regarding this solicitation are to be submitted in writing to the Procurement Contact named herein with a copy to the City Clerk at rafaelgranado@miamibeachfl.gov . By virtue of submitting bid, bidder certifies that it is in compliance with the Cone of Silence Ordinance, pursuant to Section 2-486 of the City Code. SECTION 12 -CODE OF 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/procuremenUprocurement-related-ordinance-and-procedures/ Bidder will submit firm's Code of Business Ethics within three (3) days of request by the City? I YES I D INO Bidder adopts the City of Miami Beach Code of Business Ethics? 180 of 265 m IYEs D I NO SECTION 13-LOBBYIST REGISTRATION & CAMPAIG CO TRIBUTIO REQUI E E TS 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://libra[Y..municode.com/fl/miami beach/codes/code of ordinances? nodeld=SPAGEOR CH2AD ARTVIISTCO DIV3LO ) • Campaign Contribution Requirements sections 2-487 and 2-488 of City Code (https://libra[Y..municode.com/fl/miami beach/codes/code of ordinances? nodeld=SPAGEOR CH2AD ARTVIISTCO DIV5CAFIRE ) By virtue of submitting bid, bidder certifies or affirms that they have read and understand the above Lobbyist Registration & Campaign Contribution Requirements. SEC 10 1 -0 -DISCRI I 1ATIO The Non-Discrimination ordinance is available at: https://libra[Y..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. SECTIO 15-F IR CHA CE EQUIREMENT The Fair Chance Ordinance No. 2016-4012 is available at: https://libra[Y..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. SEC 10 16 -PUBLIC ITV CRI ES 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. SECTIO 17 -VETERA BUSI ESS E TERPRISES PREFE E1 CE Pursuant to City of Miami Beach Ordinance No. 2011- 3748, https://libra[Y..municode.com/fl/miami beach/codes/code of ordinances? nodeld=SPAGEOR CH2AD ARTVIPR DIV3COPR S2- 37 4PRPRPRVECOGOCOSE the City shall give a preference to a responsive and responsible bidder which is a small business concern owned and controlled by a veteran(s) or which is a service-disabled veteran business enterprise, and which is within five percent (5%) of the lowest and best bidder, by providing such bidder an opportunity of providing said goods or contractual services for the lowest responsive bid amount. Whenever, as a result of the foregoing preference, the adjusted prices of two (2) or more bidders which are a small business concern owned and controlled by a 181 of 265 veteran(s) or a service-disabled veteran business enterprise constitute the lowest bid pursuant to an 1TB, 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. 182 of 265 Is the bidder a service-disabled veteran business enterprise certified by the State of Florida? I O IYES I r.i I NO Is the bidder a service-disabled veteran business enterprise certified by the United States Federal Government? I O IYES I r.i I NO SECTION 18 -EQUAL BENEFITS FOR EMPLOYEES 1TH 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? I r.i I YES I □ INO Does bidder provide or offer access to any benefits to employees with (same or opposite sex) domestic partners or to domestic partners of employees? I r.i I YES I O 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 183 of 265 at http://www.miamibeachfl.gov/city-hall/P-rocurement/P-rocurement-related-ordinance-and- P-rocedures/ 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? I D IYES ~ I NO If yes, explain. 184 of 265 @ ParkMobile Bid 2023-051-WG for Mobile Parking Payment System City of Miami Beach, FL April 5, ~023 . I •"I $ ~:l ::: ::: ::: 0 •,1-• •• -0 rn @ ParkMobile MIAMI 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 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 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 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 level of experience and expertise that ParkMobile provides today. Since the first ParkMobile transaction in Miami Beach, over 3 million people have used a ParkMob ile-powered application in the City of Miami Beach, comb ining for a staggering 27 million transactions and more than $108 million 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 vis ion 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 availabil ity, 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 55 186 of 265 @ ParkMobile MIAMI 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 checkout • Payments at gated facilities • Daily decision permits • iOS Live Activities time remaining features • Spanish language in the app • Automatic Language Translation in the web experience • Accessibility improvements • Sign-up with Google and Apple accounts • Parking Availability integrations 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 55 187 of 265 @ ParkMobile MIAMI BEACH 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 ParkMoblle. LLC . All rights reserved . Page 4 of 55 188 of 265 @ ParkMobile Bid 2023-051-WG for Mobile Parking Payment System City of Miami Beach, FL April 5, ~023 0 410111 •~u• .,. -0 rn @) ParkMobile MIAMI BEACH 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, trans it 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. 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 Un ited 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 55 190 of 265 @ ParkMobile MIAMI BEACH i @ ParkMobile @ ~ @ 0 ft ~ (@ 0 ~ t: @ @ '9 ~ e • On-Demand • Reservations ~ • Both 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 ©2023 ParkMobile. LLC. All rights reserved. Page 6 of 55 191 of 265 @ ParkMobile MIAMI BEACH 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 considerat ion for municipalities when implementing a mobile parking program is the brand recogn it ion 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 park ing 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 55 192 of 265 @ ParkMobile MIAMI BEACH Top 20 ParkMobile Tourist Feeder Markets for Miami Beach 1. Washington, DC 2. Hollywood, FL 3. Philadelphia, PA 4. West Palm Beach, FL 5. Wilton Manors, FL 6. St. Petersburg, FL 7. Delray Beach, FL 8. Pittsburgh, PA 9. Tampa, FL 10. New Orleans, LA 11. Indianapolis, IN 12. Hoboken, NJ 13. Newark, NJ 14. Arlington, VA 15. Atlanta, GA 16. St. Louis, MO 17. Yonkers, NY I> 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 Contact Name: Daniel Giust, Parking Operations Superintendent Phone Number: 561-822-1494 Email: dgiust@wpb.org 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 Email: jeremy.alleshouse@mydearwater.com Background: @2023 ParkMobile, LLC. All ri ghts reserved. CLEA RWATER Page 8 of 55 193 of 265 @ ParkMobile MIAMI BEACH ParkMobile began our partnersh ip 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 res ident 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 Phone Number: (727) 551-3122 Email: ted civil@stpete org Background: ~---~ ~ ~-~ st.petersbura www.stpete.org 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 Contact Name: Joshua Alves, Parking Asst. Division Manager Phone Number: 407 -246-3765 Email: joshua.alves@cityoforlando .net Background: l CITYOF ra~ORLANDO ParkMobile began our partnersh ip w ith 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 117 W. Duval St., Suite 210, Jacksonville, FL 32202 Contact Name: Mark Schofield, Parking Services Supervisor Phone Number: (904) 630-1500 Email: marks@coj.net Background: 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 ParkMob il e. LLC . All rights reserved . Page 9 of 55 194 of 265 @) ParkMobile Fayetteville, AR Address: 416 W. Spring Street, Fayetteville, AR 72701 Contact Name: Justin Clay, Parking Manager Phone Number: 479-575-8277 Email: jday@fayetteville-ar gov Background: MIAMI BEACH CITY OF FAYETTEVILLE ARKANSAS 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. John Brown Ct, el Operaung Olf,cor "'2023 ParkMobile . LLC. All rights reserved. 195 of 265 Kara Womack VP . Produc t Tony Stewart Chie f Legal /1, Pnvacy Otf cer Page 10 of 55 @ ParkMobile MIAMI 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, 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 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 based in NY and will be available either onsite or virtually for shortlist presentations, contract negotiations and ongoing client meetings. 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 Brooke joined ParkMobile in 2015 and leads the Account Management team that is responsible for helping ParkMobile's clients optimize their mobile payment 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. Department of Housing and Urban Development. She rece ived 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 alongs ide 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 . ©2023 ParkMobile . LLC. All rights reserved. Page 11 of 55 196 of 265 @ ParkMobile MIAMI BEACH Garett Snook, Director of Implementations Garett Snook has been directly involved or has overseen every ParkMobile launch since 2010 . Garett directs ParkMobile's deployments across North America from his remote office in Michigan. Garret and his team will ensure the 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 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 . 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 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. Donnie Senterfitt, Senior Field Marketing Manager Donnie has over 15 years of marketing experience in both professional services and technology companies . At ParkMobile, Donnie works with clients to implement marketing plans, as described in this proposal. ParkMobile has seen the 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 Services 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 inquiries. Dee also offers personalized support directly to the City of Miami Beach and has 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 55 197 of 265 DAVID HOYf 1100 Spring Street NW, Suite 200, Atlanta, GA 30309 David.Hoyt@ParkMobile.io • Linkedln 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, PARK EON 1997-2010 VP, REGIONAL MANAGER, STANDARD PARKING EDUCATION BACHELOR'S DEGREE, EASTERN ILLINOIS UNIVERSITY 198 of 265 DAVID HOLLER 1100 Spring Street NW, Suite 200, Atlanta, GA 30309 • 914-843-2632 David.Holler@ParkMobile.io • Linkedln 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, Bl 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 199 of 265 BROOKE FELDMAN 294 Prospect Pl. NE, Atlanta , GA 30 312 • 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 bus i ness. 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 GPA 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 200 of 265 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 201 of 265 BROOKE KRIEGER 1100 Spring Street NW, Suite 20 0, Atlanta, GA 30309 • 850-321-2074 Brooke.Krieger@ParkMobile.io • Linkedln 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 fund raising 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 park i ng 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 po licies. DEC. 2018 -MAR. 2023 PREV. 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 202 of 265 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 203 of 265 DONNIE SENTERFITT 1100 Spring Street NW, Suite 200 , At lanta, GA 30309 • 9 14-843-2632 Donnie.Senterfitt@ParkMobile.io • Linkedln 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 (828 AND 82(), 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, PGI 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 204 of 265 DEE QUILLIAMS 1100 Spring Street NW, Suite 200, Atlanta, GA 30309 • 877-727-5457 Dee.Quilliams@ParkMobile.io • Linkedln 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 205 of 265 @ ParkMobile Bid 2023-051-WG for Mobile Parking Payment System City of Miami Beach, FL April 5, ~023 0 +ir!'+ •• -0 on @ ParkMobile MIAMI 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 of the City since 2014 and have worked diligently with the City to build one of the most successful mobile payment programs in the country. During this time, we have worked closely with the City on a 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.Sx 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: 121 1. Software must be compatible with windows current browser, android, and apple smartphone. 121 2. The proposed system must be PCI compliant. 121 3. The proposed system must be externally hosted software solution. 121 4. The vendor must provide an Application Programming Interface (APl)/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. 121 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 55 207 of 265 @ ParkMobile MIAMI BEACH 0 6. Must accept alternative payment options such as online, by scanning a barcode or QR code; pay by text; or by phone call. 0 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). 0 8. Ability to pay for parking as a guest, without creating an account. 0 9. Must provide monthly reports that include: Payment date/time; zone ; transaction amount ; transaction fee ; and last four (4) digits of a credit card. 0 10. Report must have the capability to be generated by custom dates. 0 11. Must have t he capability to track the user zone location when using app. 0 12. Must provide 24 /7 customer service support. 0 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 st ages 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. 0 Planning Ahead Navigating Payment Post-Parking Value ✓ Event Reservation ✓ Transient Reservation • ✓ Wayfinding in-app ✓ Map View ✓ On -street parking availability ✓ On-street or open ✓ Find my car lot payment ✓ Usefulness of app ✓ Notifications and elsewhere extensions ✓ Rewards and ✓ Gated payments perks with ParkMobile Pro ✓ Expanded payment methods ✓ Fleet management @ ParkMobile' The Solution : ParkMobile offers d rivers th e corwenience o f using a single pa rking app for any parking scenario . O ff ering a single app that works throughout your ope ration also ena hles more focused a nd effective mar keting 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 ParkMo bile , LLC. All rights reserved. Page 14 of 55 208 of 265 @ ParkMobile MIAMI BEACH • 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. • 24171365 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 202~, 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 o 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 55 209 of 265 @ ParkMobile MIAMI 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 w ide 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 flagsh ip 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 t~ [3 [!I ii 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 . <02023 ParkMobile . LLC . All rights reserved . Page 16 of 55 210 of 265 @ ParkMobile MIAMI 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. Register or Login .... ... . - 1 , .. ,.z.,,,..,, •. L-. 0 cp c;aq:1 Select or Enter ParkMobile Zone +-mmD Choose Parking nme, Vehicle and Payment Method +-mmD 10000 • .,....,, .... ...,,,.,.i,... $2.00 ,_,_.....,... Confinn Information and Start Parking Figure -ParkMobi/e Zone Parking Process .. 0 51042 59 52 Know how much time you have left. Extend time remotely 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 55 211 of 265 @ ParkMobile MIAMI BEACH Where are you parking? M,o,,~•1""• :n-.. •---.,,.-• ............... Wh.JII PM"klno ,-alo worb fo, you? ,,.r,,, • ...,,_,_......, __ , .. _, ......... ,..,.,_.;,,,.,, .. ~-.: ..... ., ........ . .. , ... ..., Howlong? - RoviowOrder l••• • ,;~, L,o. .:,.~ l\,,.t,a, '\tolo-1 ~.,....,..,,, A.:.o.,C,,»GIIE."i1,.._,. -UC'71 -~-=l - G Figure -ParkMobile Mobile Web Checkout Experience c - ZonoPart1111SC1Nlona ,....,. Zone-• 222 e ,-......... v.. 4:29:59 ,,.....,,._ o - 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 no t 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. 11:)2023 ParkMobile, LLC. All rights reserved. Page 18 of 55 212 of 265 @ ParkMobile MIAMI BEACH Top Sign Up ----- ·,o~ • • V • Sign Up 0 :;~~ .. :::.;.:-..:.=::.':=."' ... ": .. o..--,_,,._, Uao your Apple or Google account. or enter an .-nall adchu ■ndpnsword Add Vehicle I' Q w e r t y u I o p a s d I 9 h I k I oz•cvhnm(i) Enler your lleenoo plate lntorrnatlon end croall I nlcknam■ for lhe Wlhlcl• Figure -ParkMobi/e Registration Process 3.1 .8 Describe billing process. Web based invoices? Mailing out of invoices? • Top Ille locator flog In Ille bottom right lo vt1W parking zona In your uaa. You 're ntady to 61art pa,tdngl 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. C 2023 Parl<Mobile . LLC. All rights reserved. Page 19 of 55 213 of 265 @ ParkMobile Available 24nt365 MIAMI BEACH @) Multi-channel call center with in-house phone, email, social Media, chat & bilingual support Our Level 1 PCI compliant, customer data security f Call center services nearly 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 med ia 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. .:. Ac<OUfll ~tlnp i;il P,HkMoblePro ·-• PromoUon Codl"I 0 Help ii!"' CtwtSupport --~~J ,r .. 1•6 • • .. • S..q,Ofl (,1 .-.,u.....,,.1,..,, .. ,., ... .,,,_. ¥P"' "'""'""''"",.,,,_,~~·--...-. ••. ~,t;;;;.".' ... ' ,., ... ,~ .. :o,.. ,,1 .. lil •~•1:i:,oc,, • I • < On Ocm.1ncl Zone Part<ing Figure -ParkMobi/e In-App Chat Support _ _:u1 • .... ., u.. ( ,,..,, Cha! 111r11hf.v\..-lf"CI Ch.o 0 ...... :..-"'•••"A.C,,-·-"•···. ,.,..awi.",r,t!/'lf\unrwion.l'~ ....... u,, .. .,.,.o«1-i•'•n •llt.,_1 ~ r10,1,c.,::.,-.ffll'Ol4..-(lr¥f ln,1,1J'IIIO.ll1o..a,.,.QO~"oV• ~,,.,,r .. ,,tr,;,~ .. ~.,.. -~jl!flct\,l_,, __ 1.a ~• .... \l~t,•---~>1~41&nl •~ .,,,.~,.,._..,,vi,r,,.. • 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 nghts reserved. Page 20 of 55 214 of 265 @ ParkMobile MIAMI 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. ~ -.... ~ . '"" o:oo '""' 'IJ •. 59:37 ,,,, .. , Live Activities Push Notifications 1-0> -··· rn G r-"'I Your session Is expiring. "',Vl•'"I..,..• ... • .. , ,,,,,. • ._,_~, ""' ,,.v.•·,..., .t-01"!:1.1 ,,.,.. ,Y•J ,.., cnJ" • ~ • .,..~ ,i .. ,,r.--1r,.. I ,,..,),.,,, ,,, .. J'!t,,,'")l_" .. "'"<I'""'"'. ,..,,_u.,.,.. .. ,. Hi iiii M Parking Soulon Dotalla ~ .. , ... ,... .... - Emall Notifications ,... .. , PIJbOkO Sl~ACINArtD M:L-wud 1,8/2010 I l5 PU w ,-ouc.1h-a~1"..J!iPl,jl ,.,.. ..... ,-..;., U'H-(MllO NJlll'.INCSls.s.:>H DlACfl'/AflOHltf)AINO(A w••.actr.~kr1.:KPM .titll'Nt.N 1,ll70101:JS PM --._. .... LPN.fa.BO ao o ··••0 •11 .. . 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. Cl2023 ParkMobile . LLC. All rights reserved, Page 21 of 55 215 of 265 @ ParkMobile MIAMI 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 ex isting 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 rig hts reserved . Page 22 of 55 216 of 265 @) ParkMobile MIAMI BEACH ~ (71 .743 S1.544.098 901.634 $2.913,508 -----~ -;;;;;-;;;;; ......_-=-.,""""'""' -- .•• _I.II ' II•••-·--• _ .• 11111111111 •. __ _ 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. ( Mi!s&aoes 77223 Gil 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 55 217 of 265 @ ParkMobile MIAMI BEACH In additional to the checkout processes previously described, ParkMobile offers a range of options and features for spec ial 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/deb it 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 don't own a smartphone can easily pay for parking by calling a toll-free IVR number and making a payment over the phone. • No credit or debit card? Drivers without a credit card can use PayPal to connect a bank account or use a prepaid card as payment fl PayPal 3 . 2. 9 Will there be a toll-free number to initiate or extend parking sessions? • Unbanked? Use a prepaid card or a reloadable prepaid card from a retailer like GreenDot or NetSpend. 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 55 218 of 265 ® ParkMobile MIAMI BEACH cancei E11tend Session E ~IIJ ... 0 222 ,lo'\.:tC.f>tVo,~..,- 59 55 ............ , .......... ---,- lhour 1. Select Extend 2 Select the amount of • addltlonal time to add 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? &&end Parking? AddMT~t 1 00 00 .;;. 4242 eo,, $2.60 3 Conflnn lnfonnatlon • and start parking 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 (APls) 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. ©2023 ParkMobile . LLC. All rights reserved. Page 25 of 55 219 of 265 @ ParkMobile MIAMI BEACH • ParkMobile + T2 Systems Meters Municipal clients use ParkMobile alongside T2 meters across the US , including the Cities of Ithaca, NY, Traverse City, Ml, Morgantown, \JV\/, La Crosse, WI , Woodstock , VT, Summit , NJ, and Cedar Rap ids , 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 integra tion 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 municipalit ies , 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 hand held 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 ParkMobile . LLC . All rights reserved . Pag e 26 of 55 220 of 265 @ ParkMobile MIAMI 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. o - ~~ == 01/11170 !~-~-~ LD6nde estas estacionando? .._ I J Find My Car ,_ o - FUovfM!' la commando ... 00:59:36 •••• EiiiiE ' ... 1-1 + c:l 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. 59 55 Active parking session C 2023 ParkMobile. LLC . All rights reserved. 59 55 221 of 265 -- 0 222 ' . ' .... 15731 ,_..,._......, .. _...,.,..... ......... Ac,pleMai,s Get walking directions back to car Page 27 of 55 @ ParkMobile MIAMI 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. 0 0 0 Default with Parking Availability Tum Off -- \ \ i I Map Layer Settings to Tum on Parking Availability & Places r -~ _, ..... I ' --!-i-( --,-,-,.. ____ , I' •• 0 Map with Parking Availability Enabled <f 0 \ o• •o0 ° 00 • 00 0 • \0 0 ~. 0 (~ .. 0 0 0 0 Map with CivicSmart 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. Helps the user nnd open parking 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. Al l right s reserved. Page 28 of 55 222 of 265 @ ParkMobile MIAMI 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. When ParkMobile develops a marketing program for a 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 ✓ Siglage ✓ Local Meda ✓ Wallet Cards ✓ Advertising ✓ Welcome Email ✓ Demos ✓ In-App Messaging o- -·-----___ . __ .... me: ,,. 11 _.., ____ _ ~, ...... __ ,.,._ <0 2023 ParkMobile, LLC. All rights reserved. ✓ Geo-Fencing and Geo-Targeting ✓ Event Notifications ✓ Push Triggers ✓ FacebookAds 223 of 265 ✓ ParkMobile Pro ✓ Promotions ✓ Re-engagement ✓ News & Updates --- ' i ------. -· c::a::a -' ---· • • ,;I • ✓ App st>re reviews ✓ Social media ✓ Refer a Friend ~'""" .. """. '§... ...~ .. ~~l ",,ITl(Tf .. ;: • • t1J .... .,,, .... 1..,_.,,.....,. ... .._..~ 1 .. 1.)loo,M' 1-Urt.rvd•?IA\lll~CI •011pl,f~l•""""~t~1,tm.~flt0.>•._\ bNo<SP-¥" "I "U Ol'µt"tow" Page 29 of 55 @ ParkMobile MIAMI BEACH 1. Awareness When launching a new or updated mobile park ing 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. 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. Pick How You Payl ..... .,..,.,_,._..,. ........ ~ •• 11..,-.--' _ •~n--•~,..., _..,......., .............. ,....,.,.,........,.,.., .,.........,.,._,._"'~~-.......... , es ■ e Adding A Payment lllllhod -....,.,..,........,.,.,._.._ .. _,,( ____ . ... l#II._,. ... ,..,..., ........ ~ Have Quo•tiona? Add a Payment Method In- App Message ©2023 ParkMobile , LLC. Al l ri ghts re served . Tbanb fol Oownloadlng tho Paftr.MOIMlt Appl O.,p.•-·••:Ct-••"'---·--"-._,,. _______ ..... ,... ~ ... -~---•--U'I ~>-•--··-·-......... _. _,. __ .,. __ _ - c-•-•.o••~-........ -·-..... --.. ·----•-.,---.,,_...-- Iii?, AM.ww V .. Spotl Et lf ·E ... _ ...... --...-----•··-,._ .. ___ --.. ---.. ~--Ill' Welcome Email 224 of265 fii !_ II aPay You're Almost Ready to Park! P,ckhowyoupay • Choose a eted11/Cletlit card, PayPal, PalllMObde WAiiet.Of Apple Pay . ADO PAYMENT Add a Payment Method Reminder Email Page 30 of 55 @ ParkMobile MIAMI 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 ln-app Pop Up and Email Congratulations! You just started your 1st parking session with ParkMobile. Got questions? We've got answers. SEE FAQ's ©2023 ParkMobile . LLC. All rights reserved. 225 of265 @ ParkMcJbile Thanks for Parking Smarter! Cong,ats on &larung l"U' lln;t p,u1ung "8nionl Check OUI lho tps l>elow 10 lhal you gal Iha moll out of your Part<Mobolo app (Q) (0 > COftflnnlngYour Patl.JngSeu~n Yow porung M!uac>n may no1 ShOW up or,~ meter bul 00n·1 wony1 YOU! \M.!JOtl 11 co,\l.rtnoel by yo...t v.tNde's ll«MO plala Eatand You r Time Ptll\lf\a U:$116'1 .dM!ut let Ofld7 ,~c n•td 10 1\1,n bade 10 fNd tn~ m,_,. Ealand you:t patllng IOUion ngnt from N opp Cuatoml,e You, Noutlutlone ChOokt how yoo.,·n, '191.od at'd *h•I )OU ht ftotllied 6bWl Ta WIIOnva n.lfflJJIID IO "SCIG~ 0km liOC.kalont !fl"'° npp Feature H'9htlght: Fi nd My Car ro,ve .... t. .. youpi1Mdtaf'IIM ■h6ngof h oa,D IJN f\a P~e 1PO 10 got "m rt~ un c1nc1on1 dlnctybact m yo.,car Page 33 of 56 @ ParkMobile MIAMI BEACH 4. Retention ParkMob ile 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 We Miss You! 0 ll's hoon awhdu Como Ul,r.:~ and Sf)•J u s ! w o·,o add1og now cities ovo, y day. lrorn 0f~rk i i h .... y to Onllns to OoltlCSC1a sor,hclf)(';tJ'i aro lhor,t's ;itwAys;. D [j Par~tJotJl.lo p.ic~mq sµot nu..t1 you 9 Million registered users can't be wrong. There 's so much to love! In a hurry? S...., the tne, pay w,th the app, and start your pa,king sessGl n seconds. Partdnguplnng?We]alertyoubef0<eyour time·sup! NNd more lime? ulend )<Our parloog session, nght lromtheapp1• Te ctlnlcal Issues? Questions? VosilourKnow4edgellas& torNd out FAQ's ©2023 ParkMobile , LLC. All rights reserved . @ ParkMoblle We Want to Hear From Your We noba!d 11\at you rocanay reglstenld lor u,e Pa rllMolJole app bu1 have not yet u511d II. Help U1 undemand why b)' laJung tin sllan survey Ao Dlhank-lor -Lmo. --~Iha""""" Wld proy,cjeyou, __ youw,1tt,ee,1t-to,1 chant:4lo .,.,,. 1 SlOO 9ft can! 5:SSM 226 of 265 Page 34 of 56 @ ParkMobile MIAMI BEACH 5.Advocacy For loyal power users, ParkMobile urges them to become "ambassadors" for the ParkMobile brand through social media and app store reviews. • Thank You For 01oosing Parl<Mobile! l..cMngthe,IIIP? Nol•nu:fl? X ~UINIAIIO lelusl..rowf'O# Slore,-• -c.aJlff'P'OI.• ll~I NOTIOWJat I 0 0 0 - @ ParkMoblle Leave Us a Review! Thanks for berng a valued ParkMobde use, If you re enJOYW)g using the app help us continue to improve by posoog a re'IIGW '" the App Store Your feedba<:k rs m,portanl 10 us and II could help othe~ discover ■ smarter contadlen way to part E&i-&F ~ ParkMoblle (USA) @Pa,kmo~•le 'I,:? f eb8 We want to hear from yo u ! If you • ParkMobile, drop us a review in t he App Store. Your feedback helps make #ParkMob ile the best it can be. Click to review -> ow ly/lOFtS0CQ uCN #smarterwaytopark ~pennyforyourthoughts #howarewedo mg 1ft ParkMobilc Very convenient.. .I can load additional time without having to nm back to the car. 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. ©2023 ParkMobile, LLC. All rights reserved. 227 of265 Reminder: Noparkinginttislol • affe, 10PM. ,• Please check posted slgnsfo, pa,kingtima9. ,-.. , ~~-. ~ ' • e o • Page 33 of 55 @) ParkMobile MIAMI BEACH Social Giving Campaign ParkMobile believes in giving back to the local community. We have done many campa igns that have raised thousands of dollars for local charities. We recommend doing an annual fundra ising 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. F EEO,ING @Park M ob 1le + AMER C A Let's Do Some Good. 0 !n ...... z-~1-....,lhlP~tellJ e e 0 Oooaoea~errorc~11 S,:i,,S,I QI Mlt1fb.'.I' dMIIWtDfooonQ~•tN>l'll'UtlO'll~•J A bout f eedl.,g America n..F~~-~,.,,_~~-tN•c.,..,...,,.011.,..:t._ ~35".a!u""-""'°"IJrC<Mn.wrd~.,...,V'f'Ol"S 1>vft-- ~.,-,ct.dl.,.CO'IO,l9MMc,o,,t•fVO .~...,.,..,."9 -'b\10~--..!ild'IUl'UIQ«•dhloc,,;iw.,..,.,toohlllair.-,. 'fOJ.ac,"lillO', vpaluodc-,q~a .. covnan,,-00"0..,_ rotO:,Ur,11!-lloiJlli"Qo.opllllnr...a•, .. ,_,~ Customized Video Content COLORADO @ P ar k Mo bile + F /\MIL Y MEAL Thank You For Donating! Doing oood. together 1 we·11 he, mntc l1ing a po rti o n of cJ II doncJt1on s. ParkMob ile 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 Using ParkMobile for On/Off-street Parking an... How to Use ParkMobile @ P,11kt·11Jlule @ P.;1kt.k,b1le @2023 ParkMobile. LLC. All rights reserved . Pag e 34 of 55 228 of 265 @ ParkMobile MIAMI 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. 0 Get 4 hours of complimentary parking at Ponce City Market using promo code: "VOT E" Local Media Coverage X You Could Save On This Transaction! Get one hour of free parking 111 City of Atlan ta zones with code. TOUCHLESS l#&fhii-1§1 X ParkMobile's PR team generates strong local media coverage for the launch of new programs, features or program highlights. X i M °'l.' than 1 rn1lhon hu ,c uo < ; V"1U"rl o'n = o. <Clit Unq_uirtr SIGN,.,'""""' lf,111:0 PQrl,lllOO More than 1 million have downloaded mobile pay - parking app, PPA says 1 ho 1r'lrl ~,uP .,;,p C,lll I.lo do..-.,110,HI(.> f f r,.o I r .in "-ll 1 •I◄ 'tt Au11 s1orc ,,,111 o,·. ,!{I~ P;.,, ,;,u., .,. '<t I w,~"'"'' •Ji,'. IP(<•"•"' I~• C It •• hof'•" :1,J1 lot,""" 1•t ·\u1r,o,,1_ , v.,a,,u,1.o,>0h,11 •·-''>"'" 111,: Unn 11,oru ..-J, l"«:11' 1111,.1 1 louM o•• •!•-,,-• t''' J 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 55 229 of 265 @ ParkMobile @ ParkMobile Giving youa smarter wayto park. GellheParkMoboleappl0< con tactless parkilg payments across !he U.S. Branded Swag Kits ParkMoblle Perks • AvoldtoucHnglhep■y llatlon • Getparklngexplratlon -• Eatend yow Um■remotoly -.. - • --partcingepots 1n-., .... Get theapp or visit ParkMoblle.lo @ ParkMobile ... ..__._,_..,. Always knowwhere you're going topark. MIAMI BEACH ~ [alp ............. ~~---• .................. --- -==---- 0 \118 .. _lr'I_QI --- MdmlOS...._.»,_ - 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. 3. 3. 8 What is the settlement process of your system/software? I ___ ... ®I . ✓ ..... _ .... _.._ __ , ~•---_ Parl<Moblle 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 55 230 of265 @ ParkMobile MIAMI BEACH Parker pays by: Credit Card • Emerging Payments rm 1. Part<er pays part<lng fee+ transaction fee 2. Part<Moblle authorizes payment through merchant processor of Miami Beach's choice 3. Payment Is routed to Miami Beach's designated account 4. Miami Beach remits transaction fee to ParkMob lle 3.3.9 Is there interface capability? l 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. @ _[j] -. • I -· ~ ~ -111111 ··•-~ ~ -I I - IUJ.Spoce I -----1····· • @ a.lalPall,g T--.V, -- 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 55 231 of 265 @ ParkMobile MIAMI BEACH 3.4 .1 Can the system ma intain 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 confident ial 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 CW/CVC, CW2/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 : https · //parkmobjle jo/prjvacy-policy/. 3.4 .2 ls your system PC/ compliant? ParkMobile is compliant with PCI DSS , ISO 9001 :2015 , and SSAE 18 requirements . AI CPA i soc ) -·••.,·••· / fflvP.f.§ ~ ·.y CCPA 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 cl ients ' ability to use their own merchant accounts for credit card processing and supports this today for Miam i Beach. 3.4 .4 If the merchant account is not the City 's, what is the tum-around time for payment to the City? The City requires that payment be made within 24 hours of point of sale . ©2023 ParkMobile. LLC . All rights reserved . Page 38 of 55 232 of 265 @ ParkMobile MIAMI 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 Sx 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 and date for parking see garages for event and transient reservations Filter results for amenities (covered, EV enabled, high clearance, etc. 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 ©2023 ParkMobile , LLC. All rights reserved. Page 39 of 55 233 of 265 @ ParkMobile MIAMI 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. :-,--_. ~--- =---= 0 a --0 ---- _.,. u, 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, LL C. All rights reserved , Page 40 of 55 234 of 265 @ ParkMobile MIAMI 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 .xis, .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 "//yjmeo 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 55 235 of265 @) ParkMobile MIAMI BEACH • 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 lnbox: 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 .xis , csv, and .pdf formats. ParkMobile 360 provides complete access to the data for your parking operation. You can see sample dashboards below: ~ Good morning, Susan! G ~:,f,r,.OtJl 51,490 $225,666 51,490 $225,666 •I ,, •• _,. ,_ .at~, I I - ,~Ph.a W~,ngton OC PnrkmoblO ~ VIAS►• DC 13 Figure -ParkMobile 360 Recent Performance Dashboard ©2023 ParkMobile . LLC. All rights reserved . Page 42 of 55 236 of 265 @ ParkMobile MIAMI BEACH '-Operahonal Reporting Historical Porformance Zone Delail ' ..,, ' ~ Recent Performance Top 10 Zones by Tranuct10ns ,..,,. .. r ; ~f'\4-- -.uw•1u") -.-r .. •• 1: u -. Transaction Stats -..,. "'"'°'" ZoneDotall Dottom 10 Zones by Transactions Figure -PM360 Operational Reporting to Show Transactions by Zone 0 Fin ancial Repor ting NeedHelp? v Transaction Approved Parking Info Account: Cobb Gallon.a Parkway x Paymenl Dale Range: 1s 1n lhe past x complete days I 100 Transaction Approved Parking Info p.,,. p.,.,...q OV•UOn t:.\-,on Amount zu1101:o; 11:-11 2t•n-012snoo<•l N11m1!>1111n,,.1 °""~P '-'Vlr"l)t>o't ]6,,JTtll .. ..._ J~Ttil SJOO "1£.\ SJ llll ....,SA. .... Out Sign Out ~tN 6 L0uker Figure -PM360 Transactions Approved Report ©2023 ParkMobile, LLC. All rights reserved. Page 43 of 55 237 of 265 @ ParkMobile MIAMI BEACH 0 Fina.ncinl Repcr lmg • Payment Methods Report ~ DeMGaww,._,...,. r,....,, .... ,,.._ '""'t YU ,,_,_..., ..... to,., ..... ,. ........ I.,_ ,_ "" :~.'-~· :1.. •:: :::... ''' Figure -PM360 Payment Methods Report Value Added Service: Parking Data as a Service (PDaaS) NNdt1")7 v .... ""' 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 ci ti es 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 park ing 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. a ·---• ~--_.,.. ,,.,-. ....... How cities can benefit from Parking Data : • lnclusivity : 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 ParkMobile, LLC. All ri ghts reserved . Page 44 of 55 238 of265 @ ParkMobile MIAMI 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. Occupancy (available parking spots) Several Some 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 55 239 of265 @ ParkMobile MIAMI 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 SOL 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 55 240 of 265 @ ParkMobile The driver enters the facility and pulls a ticket from the machine. Once parked, the driver enters the zone number from nearby signage into the app. FSH:'fE MIAMI BEACH The driver then scans the barcode from the pulled ticket in the ParkMobile app. To exit, they insert the ticket into the machine, prompting the app to process payment and the gate to lift. Figure -SK/DATA 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. The driver enters the facility and scans their parking reservation at the entry machine. ..!... To exit, they scan their parking reservation at the exit machine, prompting the gate to lift . Figure -ParkMobi/e raises SK/DATA gates for reservations ~2023 ParkMobile , LLC. All rights reserved. 241 of 265 Page 47 of 55 @ ParkMobile MIAMI 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 wa ived ParkMobile transaction fees. This program has inspired ParkMobile clients and prospective clie nts 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 integrat ion wi t h 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 comm itment 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 lingu istic needs. • Better Customer Awareness of Accepted Payment Methods: Payment op ti ons 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 reg ister 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: ParkMob ile focuses on making our solution access ible 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 access ibility 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 reques t. 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 prov ide a user-fr iendly, functionally robust mobile parking payment system to its motorists. ©2023 ParkMobile, LLC. All rights reserved . Page 48 of 55 242 of 265 @ ParkMobile Bid 2023-051-WG for Mobile Parking Payment System City of Miami Beach, FL April 5, ~023 0 •• -0 Ll ... @ ParkMobile MIAMI 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+ technolog ies 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 cl ient 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 ParkMobll e . LLC. Al l rights reserved . Page 49 of 55 244 of 265 ® ParkMobile MIAMI 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. Pfenning Phase Deployment Phase AdopUon Phase 45 Days 0111 30 Days Our Doy 1 30.60 Days 60+ Days Kickoff Meeting Decals & Slgnage Decal & Slgnage Weekly updale calls Monthly on-she meetings Zone and Rate (ZAR) production lnstaleUon Share analytics on Semi.annual stakeholder Meter lnve~ory Zone and Rate Release Mobile App downloads, lransactions, meetng ons,te App design <:a,ftguratlon and Test Push Zones & GPS Live and utilization Enforcement Handhold 30--day post~aunc/1 Test & Training aaaeaament Launch Engagement Ribbon Culting wilh Mayor I Email Marl<amg ! local Events Merl<eling planning & City Officials I Push Notifications / In-App Social Media Engagement Press Relaases -first Social Madia Joint Press Release Massaging announcements Pranotions/Disccunts SEO Social Media Support local stakeholder ·eom no Soon" Social meeUngs Sodal Mada Acl1vaUon Offers & Promotions Anniversary Campaigns- Media Posts App Stora Optimization Contont & Blogglng Email Marketing Prcmotions/Oiscounts Influencer outreach Local media outreach -Push NotfficaUons / In• Lapsed User Promolions Rad io & 1V Interviews / App Messaging Contextual Arens -Weather Talk Shows User Testimonials events, road dosures 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 ParkMobile . LLC . All rights reserved. Page 50 of 55 245 of 265 @ ParkMobile MIAMI BEACH method available. We also include all the rates/rules and park ing 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 in tegration 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 ParkMob ile's extensive user acceptance testing process is performed before the app is released to production, throughout the implementation and training process, to ensure that everyth ing 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 polic ies 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 test ing. • Tests with merchant accounts will be performed to ensure payment methods on file are be ing charged appropriately. Multiple payment methods will be tested for accuracy (i.e., VISA , Mastercard , Discover, AMEX, etc .). • Tests will be performed with all integrat ion partners , such as the client's meter and enforcement solut ions . 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 , l LC. All nghts reserved . Pag e 51 of 55 246 of 265 @ ParkMobile MIAMI 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) o Update rates and policies in real-time o Run, customize, export, and schedule recurring operational and financial reports o Create and manage user login credentials • Read-only users (Reporting and Policies in ParkMobile 360) o 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 55 247 of265 @ ParkMobile MIAMI BEACH 1. Welcome to ParkMobile380 2. How to Build a Flat Fixed Rate 3. How to Build an Hourly Rate 4. How to Build a Tiered Rate ® Park"► bile @ Park"► bile How to Build an Hourly Rate How to Build a Tiered Rate ► ... ,,, ◄~ 0 .. .J so ◄~ O .. Figure -Sample ParkMobi/e Tra ining Videos ParkMobDe360PoUcy Management User Gulde o ----- Polley Management Solutions for YourParki ng()pention --...,.11 .A - ••••••• ••••• ParkMobile 360 Reporting User Gulde o -- Reporting and Analytlcs for Your Parklng()pention nForce Training Gulde @ ParkMoblla ParkMoblla nforce User Guida Judlclal Portal Training Gulde @ ParkMoblla ParkMobila Judlclal Portal User Guida Fi gure -ParkMobile Sample Training Documentation C 2023 ParkMobile , LLC . All rights reserved . 248 of265 Page 53 of 55 @ ParkMobile MIAMI 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 55 249 of 265 @) ParkMobile MIAMI BEACH 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. 1!:12023 ParkMoblle. LLC. All rights reserved . Page 55 of 55 250 of 265 @ 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 : Legal Name: Contact: Email: Phone: Address: Initial Term Renewal Termination PARTY CONTACTS Client ParkMobile Legal Name: Parkmobile, LLC obile's Legal Department at the to legal-notices@parkmobile .io . "'"'" ....... , the Services related to the following types of parking ervations ent will utomatically renew for additional successive one (1) year terms unless earlier te mi ed pursuant to this Agreement's express provisions or either party provides • e o on-renewal at least sixty (60) days before the end of the then-current term a "R newal Term" and, collectively, together with the Initial Term, the "Term"). ~==t::!91:q_ party may terminate this Agreement effective immediately on written notice to the other a , 1f the breaching party materially breaches this Agreement, and such breach: (i) is 1 apable 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 ParkMoblle $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 PSA-LF rev. 10/20 The Services will be provided to Client in the following locations / geographical territory : All Client locations Page 1 of 11 251 of 265 @ ParkMobile ParkMobile Service Agreement Signage Governing Law Schedules 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 respons ibility . State of Georgia This Agreement incorporates the following Schedules : Schedule 1: Client General Terms and Conditions ; Schedule 2 : Services ; Schedule 3: Client Electronic Funds Author' tion Form Client Support & Maintenance WAIVED Hosting Enforcement Portal Reporting Portal Reservation User Fee The parties have By : Name: Title : Date : PSA-LF rev 10/20 Page 2 of 11 252 of 265 PARKMOBILE, LLC By: Name: Title: Date : WAIVED WAIVED WAIVED of parking fee per no -charge reservation @) ParkMobile ParkMobile Service Agreement 1. 1.1 1.2 1.3 1.4 1.5 1.6 1.7 1.8 1.9 2. 2.1 2.2 PS A-LF rev.10120 SCHEDULE 1: CLIENT GENERAL TERMS & CONDITIONS SERVICES General. During the term, ParkMobile will provide the Services to Client in accordance with the terms and conditions of this Agreement. Launch Date. The parties will mutually agree upon the launch date for the Services. ParkMobile Application. On and after the launch date , Client's Parking Locations, along with associated Parking Information, will be made available to the general public through the ParkMobile Application. Parking Management Services. Subject to the license granted in Section 2, Client will be provided access to the Platform to manage Client's Parking Locations and associated Parking Information. Parking Locations. The parties agree that ParkMobile does not own, operate, manage, or maintain any Parking Location. Client agrees that ParkMobile is not responsible for the condition or operation of any Parking Location, including, but not limited to, the operation of third-party hardware and/or software-based solutions used by Clie t the Parking Location or for the delivery and/or fulfill t parking or other services at the Parking Location. Publicity of Services. Each party will use c reasonable efforts to market the Services.,..,.,,,vu,-11 Ju Term. All brochures and promotiona distributed by Client will be in a form by the parties, which will not be unrea delayed. Exclusivity. Throughout th ParkMobile will be the payment parking servi PCI DSS. ParkMobil maintain throughout the Data Security Standard (P Online Client General he parties agree that this Agree Client General Terms and Conditi _,,ro,;,~ ly available at htt s:// arkmobile.i espect to the Services provide ~~~,1ii: nt. ACCESS & USE ,._ Provision of Acee Subject to and conditioned on Client's and its Authoriz tl Users' compliance with the terms and conditions of this Agreement, all applicable laws and regulations , and Client's payment of fees, ParkMobile grants Client a non-exclusive, non-transferable right to access and use the Platform during the Term. Such use is limited to Client's internal use. ParkMobile will provide Client the Access Credentials within a reasonable time following the Effective Date. Documentation License. ParkMobile hereby grants to Client a non-exclusive , non-sublicensable, non-transferable license to use the Documentation during the Term solely for Client's internal business purposes in connection with its use of the Services. 2.3 Use Restrictions. Client will not, directly or indirectly, and will not permit any third party to, access or use the Platform except as expressly permitted by this Agreement. For purposes of clarity and without limiting the generality of the foregoing, Client shall not, except as this Agreement expressly permits: (a) copy, modify, or create derivative works of the Platform or Documentation, in whole or in part; (b) rent, lease, copy, lend, sell, sublicense, assign, distribute, • transfer, or ot rw,i:w:>--rr"" available the Platfo • or entity; (c) ecode, adapt, cess to any e or in part; ( d) rotection used by orm other than by an s or her own then valid any proprietary notices ion; (f) use the Platform or nner or for any purpose that s, or otherwise violates any IP any person, or that violates any load invalid data, malware, or other rough the Platform ; or (h) use the purpose beyond the scope of the access Agreement. 't,,!!~taservation of Rights. Nothing in this Agreement grants any right, title, or interest in or to (including any license under) any IP Rights in or relating to, the Services, whether expressly, by implication, estoppel, or otherwise. All right , title, and interest in and to the Services are and will remain with ParkMobile. 2.5 Changes. ParkMobile reserves the right, in its sole discretion, to make any changes to the Services that it deems necessary or useful to: (a) maintain or enhance: (i) the quality or delivery of ParkMobile's services to its customers; (ii) the competitive strength of or market for ParkMobile's services; or (iii) the Services' cost efficiency or performance; or (b) to comply with applicable law. 2.6 Suspension or Termination of Services. Notwithstanding anything to the contrary in this Agreement, ParkMobile may suspend, terminate, or otherwise Client's, any Authorized User's, or any other person's access to or use of all or any part of the Services, without incurring any resulting obligation or liability, if: (a) ParkMobile receives a judicial or other governmental demand or order, subpoena, or law enforcement request that expressly or by reasonable implication requires ParkMobile to do so; or (b) ParkMobile believes, in its good faith and sole discretion, that (i) Client or any Authorized User has failed to comply with any material term of this Agreement, or accessed or used the Services beyond the scope of the rights granted or for a purpose not authorized under this Agreement; (ii) Client or any Authorized User is, has been, or is likely to be using the Services for fraudulent, misleading, or unlawful activities ; (iii) there is a threat or attack on any of the Services; (iv) Page 3 of 11 253 of 265 @ ParkMobile Client 's or any Authorized User's use of the Serv ices disrupts or poses a security risk to ParkMobile or to any other client, end user, vendor or partner of ParkMobile : or (v) this Agreement expires or is terminated. This Sect ion does not limit any of ParkMobile's other rights or remed ies , whether at law, in equity , or under this Agreement. 3. CLIENT RESPONSIBILITIES 3.1 Use of Platform Account. Client is responsible and liable for all uses of the Platform resulting from access provided by Cl ient, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. Client must notify ParkMobile immediately of any breach of security or unauthorized use of Client's account. 3.2 Parking Information. Client is responsible for setting all rates , zones, and other required information regarding its Parking Locations offered through the ParkMobile Application and for keeping such information up to date within the Platform. 3.3 Effect of Client Failure or Delay. ParkMobile is not responsible or liable for any delay or failure of performance caused in whole or in part by Client's delay in performing , or failure to perform, any of its obligations under this Agreement. 4. SERVICE AND SUPPORT 4.1 Scheduled Maintenance. ParkMobile commercially reasonable efforts to sche routine maintenance of the Services b 12 :00 a.m. and 4:00 a.m .. Eas ParkMobile may modify this windo providing Client with adva anticipates that it will nee activities that are likely to Services outside of the ParkMobile will use Client at least 24 foregoing , ParkMo required emergen scheduled maintena ParkMobile will use notify Client befor mergency maintenance outside maintenance window and will use co le efforts to limit or avoid impact to u 4.2 Client Support. Pa1t'IMeb!IE~Will use commercially reasonable effo ·st Cl ient with any techn ical support that Clien ay sonably require in using the Services. ParkMobile • provide techn ical support for rate and configuration changes to Client Monday -Friday (exclud ing holidays) between the hours of 8:00 a.m . and 6:00 p.m . (ET). For issues relating to On-Demand Park ing Services , Client may submit a support request via email to support@parkmobi le.io . For issues relating to Reservation Park ing Serv ices , Client may subm it a support request via email to prs@parkmob ile.io. ParkMobile will provide Client with emergency techn ical support 24 hours a day , seven days a week , 365 days a year. In the event of an emergency involving technical and/or system availab ility issues , Client may contact the on-call engineer via email to applicationsupport@parkmobile .io . ParkMobile Service Agreement 4.3 End-User Support. ParkMob ile will provide customer support for ParkMobile Users 24 hours a day , seven days a week , 365 days a year . There are multiple methods that ParkMobile Users can access customer support , such as: ParkMobile 's onl ine ticketing system , in-app chat feature , and toll-free phone number. 5. CONFIDENTIAL INFORMATION 5.1 General. Neither party will disclose the other party 's Confidential Information except to its employees , affiliates , agents , or professional advisors ("Representatives ") who need to know it and who have a legal obligation to keep it confidential. The receiving party will use the disclosing party 's Confidential Information only xercise rights and fulfill obligati s under th is Agreem receiving party will ensure th its Representative re s subject to the 1offi:di:6ttosure and use h ·o The receiving may ose th th p 's Confidential tion when requir r giving reasonable h sclosin rmitted by law. n party discloses Personal eiving party will have the right only as required and necessary to tI ns under this Agreement. Cl ient Data remains the sole and exclusive rty Client. Client grants ParkMobile a perpetual , vo le, royalty-free license to use Client Data in ction with the Serv ices . C ient Brand Features. Client grants to ParkMobile a nonexclusive , nonsublicensable , nontransferable , royalty free license during the term to display Client's Brand Features in connection with providing and/or marketing the Services. ParkMobile will not make any use of Client 's Brand Features in a manner that dilutes , tarnishes or blurs the value of such Brand Features . 6.3 ParkMobile IP. Client acknowledges that , as between Client and ParkMobile, ParkMobile owns all right , title , and interest , including all IP Rights , in and to the Services, including but not limited to the ParkMobile Application and the Platform . 6.4 ParkMobile Brand Features. ParkMobile grants to Client a nonexclusive , nonsubl icensable , nontransferable , royalty free license during the term to display ParkMobile 's Brand Features in connection with the Services , subject to ParkMobile 's Brand Guidelines available at https ://parkmobile.io/company /parkmobi le-media- assets/logos/. Client will not make any use of ParkMobile 's Brand Features in a manner that dilutes , tarnishes or blurs the value of such Brand Features. 6.5 ParkMobile User Data. ParkMobi le User Data remains the sole and exclusive property of ParkMobile. ParkMobile may sublicense certain ParkMobile User Data to Client upon Client's execution of ParkMobile's Data Protection Agreement. Client will not , directly or indirectly : (i) sell or resell ParkMobile User Data in any capacity or form : (ii ) create any derivative work us ing ParkMobile User Data; or (iii) use ParkMobile User Data for purposes other than PSA-lF rev 10/20 Page 4 of 11 254 of 265 @ ParkMobile 6.6 6.7 7. 7.1 7.2 7.3 7.4 7.5 7.6 7.7 8. PSA-LF rl!V . 10/20 those specifically allowed in this Agreement. Notwithstanding the foregoing, the parties acknowledge and agree that ParkMobile will not sublicense or provide any PCI Data to Client. Resultant Data. Resultant Data remains the sole and exclusive property of ParkMobile. ParkMobile grants Client a revocable, royalty-free, non-exclusive, non-assignable, non-transferable license to applicable Resultant Data for the duration of the term only for Client's internal use in connection with the Services. Reservation of Rights. ParkMobile reserves all rights not expressly granted to Client in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Client or any third party any IP Rights or other right, title, or interest in or to the ParkMobile Application and/or the Platform. FEES AND PAYMENT Fees. Client shall pay ParkMobile the fees set forth in the Agreement that incorporates these Client General Terms & Conditions ("Fees") in accordance with this Section 7. Payment Terms. The parties designate ParkMobile as the merchant of record. Client agrees to pay ParkMobile $0 5 + 3% of the total transaction amount per transaction f service. On or before the 15th day of each ParkMobile will disburse to Client all pa king ParkMobile received during the preceding th ParkMobile Users on behalf of Client as t this Agreement, less any amounts owed ob Taxes. All fees and other amounts pay this Agreement are exclusive t assessments. Without limiting t responsible for all sales, us other similar taxes, duties, an by any federal, state, cal authority on any am<Q.l,,![~~/at> other than any taxes im ose Reserved. No Deductions or ParkMobile under this ParkMobile in full counterclaim, ded reason ( other tha may be required ayable to aid by Client to recoupment , olding for any withholding of tax as Fee Increases. P obi may increase Fees for any contract year, by prov • g written notice to Client at least sixty (60) calendar days written notice. Limited Payment Agent. Client appoints ParkMobile as its agent for the limited purpose of receiving, holding, and settling payments made by ParkMobile Users to Client in connection with the Services. Client acknowledges and agrees that receipt of payment from ParkMobile Users in connection with the Services by ParkMobile shall be deemed the same as receipt by Client itself. REPRESENTATIONS AND WARRANTIES 8.1 8.2 9. 9.1 9.2 9.3 Page 5 of 11 255 of 265 ParkMobile Service Agreement Mutual. Each party represents, warrants and covenants to the other party that: (a) it is duly organized , validly existing, and in good standing as a corporation or other legal entity under the laws of the jurisdiction of its incorporation or other organization; (b) it has the full right, power, and authority to enter into and perform its obligations and grant the rights, licenses, consents, and authorizations it grants or is required to grant under this Agreement; (c) the representative that is executing this Agreement has been duly authorized by all necessary corporate or organizational action of such party; and (d) when executed and delivered by both parties, this Agreement will constitute the legal, valid, and binding obligation of such party, enforceable against such party in accordance with • s terms. ParkMobile. ParkMobile repre nts arrants, and covenant to Client that Pa M ile w· perform the Services l'I ersonnel of req"'"'~"""""'r.w:oxperience, and quar 1cations a in a ~:'2!!:l~~!v-"'11 and workmanlike m in a ordance era recognized industry sta d will devote adequate under this Agreement. -.L' ..... ~LPT FOR THE EXPRESS RTH IN SECTION 8.1 AND ECTION , ALL RVICES ARE PROVIDED "AS IS." PARI; SR IFICALL Y DISCLAIMS ALL IMPLIED WA N S MERCHANTABILITY, FITNESS FOR A P R U PURPOSE, TITLE, AND NON- F NT, AND ALL WARRANTIES ARISING M URSE OF DEALING, USAGE, OR TRADE CE. WITHOUT LIMITING THE FOREGOING . ~ MOBILE DOES NOT WARRANT THAT THE RVICES OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF WILL BE UNINTERRUPTED OR ERROR- FREE. PARKMOBILE SHALL NOT BE LIABLE FOR DELAYS, INTERRUPTIONS, SERVICE FAILURES, OR OTHER PROBLEMS INHERENT IN USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. INDEMNIFICATION Mutual. Each party will indemnify, defend, and hold harmless the other party from and against any and all losses, damages, liabilities, costs (including reasonable attorneys' fees) ("Losses") incurred as a result from any third-party claim, suit, action, or proceeding ("Third-Party Claim") to the extent it arises from a breach of the indemnifying party's representations and warranties under this Agreement. ParkMobile. ParkMobile will indemnify, defend, and hold harmless Client from and against any and all Losses incurred by Client resulting from any Third-Party Claim that the Platform or any use of the Platform in accordance with this Agreement, infringes or misappropriates such third party's IP Rights, provided that Client promptly notifies ParkMobile in writing of the claim, cooperates with ParkMobile, and allows ParkMobile sole authority to control the defense and settlement of such claim. Client. Client will indemnify, defend, and hold harmless ParkMobile from and against any and all Losses incurred by ParkMobile resulting from any Third-Party Claim arising @ ParkMobile 9.4 9.5 10. 10.1 10.2 PSA-LF rev 10120 out of Cl ient's disclosure or use of ParkMobile User Data in violation of this Agreement. Mitigation. If any of the Services are claimed to, or in ParkMobile's opinion are likely to , infringe , misappropriate, or otherwise violate any third-party IP Rights , or if Client's use of the Services is enjoined or threatened to be enjoined, ParkMobile may, at its option and sole cost and expense : (a) obtain the right for Client to continue to use the Services as contemplated by this Agreement; (b) modify or replace the Services, in whole or in part , to seek to make the Services (as so modified or replaced) non-infringing , while providing equivalent features and functionality, in which case such mod ifications or replacements will constitute the Services, as applicab le, under this Agreement; or (c) by written notice to Client, terminate this Agreement and require Client to immediately cease any use of the Services. Sole Remedy. THIS SECTION 9 SETS FORTH CLIENT'S SOLE REMEDIES AND PARKMOBILE 'S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED , OR ALLEGED CLAIMS THAT THE SERVICES OR ANY SUBJECT MATTER OF THIS AGREEMENT INFRINGES , MISAPPROPRIATES, OR OTHERWISE VIOLATES ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY . LIMITATION OF REMEDIES AND DAMAGES Exclusion of Damages. EXCEPT AS OTHER PROVIDED IN SECTION 10.3, IN NO E NT PARKMOBILE OR ANY OF ITS LICENSO RV PROVIDERS , OR SUPPLIERS BE LIAB CONNECTION WITH THIS AGRr=Fl'iiu..NV SUBJECT MATTER UNDER ANY LE THEORY , INCLUDING BREAC (INCLUDING NEGLIGENCE), S OTHERWISE , FOR ANY: ( S USE , BUSINESS , REVE,wu ,IJ7"~ DIMINUTION IN VALU ) I T USE OR LOSS , INT HE SERVICES ; (C) LOS , , OR RECOVERY OF DATA, BREAC DATA OR SYSTEM SECURITY ; (D) COS LACEMENT GOODS OR SERVICES ; (E) S OF G DWILL OR REPUTATION ; OR (F) CONS TIAL , INCIDENTAL, INDIRECT , EXEMPLARY CIA ENHANCED , OR PUNITIVE DAMAGES , EGA LESS OF WHETHER SUCH PERSONS W E VIS OF THE POSSIBILITY OF SUCH LOSSES O ES OR SUCH LOSSES OR DAMAGES '"iJft!!IE:l:I~ HERWISE FORESEEABLE , AND NOTWITHS DI THE FAILURE OF ANY AGREED OR OTHE REMEDY OF ITS ESSENTIAL PURPOSE. Cap on Monetary Liability. EXCEPT AS OTHERWISE PROVIDED IN SECTION 10.3, IN NO EVENT WILL THE COLLECTIVE AGGREGATE LIABILITY OF PARKMOBILE ARISING OUT OF OR RELATED TO THIS AGREEMENT , WHETHER ARISING UNDER OR RELATED TO BREACH OF CONTRACT , TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY, EXCEED ONE TIMES THE TOTAL AMOUNTS PAID TO PARKMOBILE UNDER THIS AGREEMENT IN THE 12 MONTH PERIOD PRECEDING 10.3 11. 12. 12.1 12.5 12.6 Page 6 of 11 256 of 265 ParkMobile Service Agreement THE EVENT GIVING RISE TO THE CLAIM. THE FOREGOING LIMITATIONS APPLY EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE. Exceptions. The exclusions and limitations in Section 10.1 and Section 10.2 do not apply to ParkMobile's obligations under Section 9 or l iability for ParkMobile's gross negligence or willful misconduct. RESERVED GENERAL TERMS Assignment. Client shall not assign or otherwise transfer any of its rights , or delegate or otherwise transfer any of its obligations or performance under th i reement , in each case whethe oluntary, involuntar" , bY. eration of law , or otherwise , 'thout ParkMobil 's ior ri n consent. No assignm~:rltllilPgation , or tran wcn-Le1~e Client of any of its obligation perform rt is Agreement. Any ed assignment , d on, ansfer in violation of e • .1 is v • reement is binding upon ~'=:5:li~e o the bene I arties and their respective rs and o~Jiliilltec~isigns. u f competent jurisdiction holds any ·s Agreement to be inva lid, illegal or est of the Agreement will remain in he headings in this Agreement are for ly and do not affect the interpretation of this No es. Any notice or communication permitted or uired under this Agreement must be in writing and will be deemed received by the addressee : (a) when received , if delivered by hand with signed confirmation of receipt ; (b) when received, if sent by a nationally recognized overnight courier , signature required ; (c) when sent , if by email (with confirmat ion of transmission), if sent during the addressee's normal business hours, and on the next business day , if sent after the addressee 's normal business hours : and (d) on the third business day after the date mailed by certified or registered mail , return receipt requested , postage prepaid. Notices must be sent to the attention of the respective party's legal department at the address set forth at the beginning of this Agreement or such other address as either party may specific in writing. Any notice permitted or required under this Agreement that is sent to ParkMobile shall also be sent via email to leqal-notices@parkmobile .i o. Governing Law. This Agreement and all related documents , and all matters arising out of or relating to this Agreement , whether sounding in contract , tort , or statute are governed by , and construed in accordance with , the laws of the State of Georgia , United States of America (including its statutes of limitations). Amendment; Waivers. Any amendment must be in writing, signed by both parties, and expressly state that it is amending this Agreement. No waiver by any party will be effective unless explicitly set forth in writing and signed by the party so waiving. No terms or conditions stated in a Client purchase order, vendor onboarding process or web portal , or any other Client order documentation shall be incorporated into or form any part of this Agreement, and all @ ParkMobile such terms or conditions shall be null and void , notwithstanding any language to the contrary therein , whether signed before or after this Agreement. 12.7 Entire Agreement. This Agreement, together with any other documents incorporated herein by reference , constitutes the sole and entire agreement of the parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. 12.8 Third-Party Beneficiaries. There are no third-party beneficiaries under this Agreement. 12.9 Force Majeure. Neither party will be liable to the other for any delay or failure to perform any obligation under this Agreement (except for a failure to pay Fees) if the delay or failure results from any cause beyond such party's reasonable control, including acts of God, labor disputes or other industrial disturbances, systemic electrical , telecommunications, or other utility failures, earthquakes , storms or other elements of nature, pandemics, blockages , embargoes, riots, acts or orders of government, acts of terrorism, or war. 12.10 Independent Contractors. The parties to this Agree are independent contractors. The parties do not inte nothing in this Agreement should be construed, to ere enter into any partnership, joint venture, loyme franchise, agency, or similar relationship. N1oii11: .. ,,,'-"'<>rty the power to bind the other or incur oblig • s party's behalf without the other party's ·o 12.11 Export Control. Client will import laws and regulation applicable jurisdictions. Client: (i) represents a U.S. government Ii located ( or a nation government embar U.S. government as ill not (and will not perm any Service in viola embargo, prohibition or restricti it to any Service any informati under the U.S. International Traffic i 12.12 Interpretation. This e all be construed without regard to any presumpt requiring construction or interpretation agamn~~~rty drafting an instrument or causing any instru to be drafted. The Schedules referred to herein shall construed with, and as an integral part of, this Agreement to the same extent as if they were set forth verbatim herein. 12.13 Counterparts. The parties may execute this Agreement in counterparts , including PDF and other electronic copies, which taken together will constitute one instrument. 13. DEFINITIONS PSA-LF li&Y . 10/20 "Access Credentials" means any user name, identification number, password , license or security key, security token, PIN, or other security code, method, technology, or device, Page 7 of 11 257 of 265 ParkMobile Service Agreement used alone or in combination, to verify an individual's identity and authorization to access and use the Platform. "Authorized User" means Client's employee, consultant , contractor, and agent who is authorized by Client to access and use the Platform under the rights granted to Client pursuant to this Agreement. "Brand Features" means a party's trade names, trademarks, service marks, logos, domain names, and other distinctive brand features. "Client Data" means any data specific to Client's operation that is provided by Client to ParkMobile to be used in the provision of Services that is not available to ParkMobile publicly or by ther means. "Conti rmation" inf m ion that one •~•tl eit>tt:ier.:;o arty under this ~S:S>":Sconfidential or would party ( e) di , hat • n • formation under the ude information that is recipient, is rightfully given ~~thlliri.. party without confidentiality s public through no fault of the eans any manuals, instructions, or r materials that ParkMobile provides or le to Client in any form or medium and which scri functionality, components, features, or rem ts of the Services. ~~Ll-lh~ts" means any and all registered and unregistered s 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. "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 parking, parking lots, parking decks, permitted parking, and other facilities where ParkMobile Users may park. "ParkMobile Application" means 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 facilities the payment of parking transactions. "ParkMobile User" means an end user that uses the ParkMobile Application. "ParkMobile User Data" means information, data, and other content, in any form or media, that is submitted , posted, or otherwise transmitted by or on behalf of a ParkMobile User, directly or indirectly, through the ParkMobile Application. "PCI Data" means, as applicable, payment card number, cardholder name, expiration date, card verification code or @) ParkMobile ParkMobile Service Agreement PSA-LF rev 10120 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 ind ividual. Personal Data includes names , email addresses, posta l 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 0 information" within the meaning of any relevant and ~ applicable data privacy or protection laws . "Platform" means access-controlled mob ile 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 park ing sessions , parking rates , and/or parking restrictions associated with Client 's Parking O '"~ Locations. , "Resultant Data" means data and information related o '" ~ Client's , Authorized Users' and /or ParkMobile Users' of fv' V"' the Services that is used by ParkMobile in an ag and anonymized manner, including to compile statis • I (<) and performance information related to the p operation of the Services . "Services" means the ParkMobil tion, the ~ Platform , and all other services prov ParkMobile ' ---- under ~is Agreement VJ ~ 0 ~ ~ «. ~o Page 8 of 11 258 of 265 @ 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 p s or on met s. Enforcers of the Client check the validity of parking status real time against the servi ovided as part of the Services, to determine if a valid parking right exists. sse andheld terminal , mobile device or personal digital assistant (PDA). ParkMobile does not provide or pay for Client's use of ha ,i,ui;H.D~~s or PDAs for enforcement or any data plans or other items needed for communication be ee At their option, ParkMobile Users will receive Application push notification or email. The ParkMobi period of time or when the maximum parking time ne ParkMobile Users can use On-Dema All parking charges are automa • a have real time access to an online acco u,m .i-.::t<~ print parking history, receipts, ands e t rkMobile via SMS, ParkMobile pie, when parked for an extended er's payment method, and ParkMobile Users le from https://app.parkmob ile.io to access and ParkMobile offers using the ParkMobile Appl User hat facilitates the activation of and payment for reservation parking ~~!'Q.gt~!Q''). the p ies agree to on-board for Reservation Parking Services, ParkMobile shall make the Parking Location's parki ventory available for sale through the ParkMobile Application and shall market and advertise such availability. The mbe parking spaces and corresponding reservation periods and parking rates making up the parking inventory sh eci d by Client and may be altered by Client at any time for unreserved parking inventory. Res onsibilities of In order for Park ile 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. P SA-LF rev . 10/20 Client shall promote and market the Services through mutually agreed upon methods which shall include: Page 9 of 11 259 of 265 @ ParkMobile ParkMobile Service Agreement o 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 a ·deo assets of the Parking Location (where Client is not the Parking Location owner) and any te nts of a Parking L caf ·ncluding sports teams, in connection with ParkMobile's marketing of the Services as a • e at such Par • cati PSA-LF rev. 10120 Page 10 of 11 260 of 265 @ 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: SIGNATURE & TITLE OF AUTHORIZED OFFICIAL: BANK NAME: ADDRESS: CONTACT PERSON: TELEPHONE: EMAIL: DEPOSITOR AC TYPE OF ACCO This form authorizes Parkr'nel.blK~:ec to send credit entries and appropriate debit and adjustment entries electronically or by any other commer ted method to the account indicated above and to other accounts specified by Client in the future (collectively, the' oun "). This form authorizes the financial institution holding the Account to post all such entries. This authorization will be i ffect until ParkMobile receives a written termination notice from Client and has a reasonable opportunity to act on it. PSA-LF rev. 10/20 Page 11 of 11 261 of 265 EXHIBIT "B" Vendor's Pricing Proposal 262 of 265 On-Demand and Reservation Pricing Proposal -The City of South Miami Proposal Date: March 20, 2024 Project Contact: Steven Kulick Contact Email: skulick@southmiamifl.gov Sales Representative: Ashlee Barton Email: ashlee.barton@parkmobile.io Phone: 813.226.7080 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. On Demand Payment Example If the rate is $3 per hour and a customer pays for 2 hours in the transaction. The customer will pay $6.35 for the parking transaction. • $6 to the client • $0.35 to ParkMobile The ParkMobile platform is based off this convenience fee that the parker pays per transaction. We can even be the merchant of record (MOR) for your parking transactions and we will remit payment to you monthly for the parking fees. Our fees for processing payment are an additional 3% + $.20 per transaction for both On Demand and Reservation parking payments. In the On Demand payment example above where the user paid $6.35 in app for a parking session, CC processing would cost $.39 ($.19 + $.20) if ParkMobile were the MOR. ParkMobile Proposal On-Demand Pricing: Setup and Support Security & Support Fees Waived Hosting Fee Waived Maintenance Fee Waived Basic Setup Fee Waived Decals and Off-Street Signs Waived ,,,,.. ,, • . '" '1'"" •.·/'.'{;j;('m(;.)o"J :-',••, •',. '·,•r-•·;•••••· ',-"'.,l••.•l:~"'•;·•,:•'l') .~:. _'·:_.0 :. --,_·,_-, .• ~ •._; -'--,~-.. ~·L.~-------·=-' -~~-~-·-~i ... ·~ ,~_._-:~:_;:~ .. ~~-1:·; .';_:h~--~<~-.. ~;~ @ ParkMobile· 1100 Spring St NW #200 • Atlan t a, GA · 30309 On Demand Transaction Fee Options Option 1 (ParkMobile as MOR): Mobile Payment (OnDemand) Transaction Fee Due to ParkMobile $0.35 + (Charged to Customer) and ParkMobile is MOR at 3% + 3% + $.20 ~.15 12er transaction Option 2 (Client as MOR): Mobile Payment (OnDemand) Transaction Fee Due to ParkMobile (Charged to $0.35 Customer) and Client is MOR *Users that pay utilizing the ParkMobile Wallet option will have a discounted transaction rate of $.30 Free Services to the Client ParkMobile agrees to host and maintain Client's Smart Parking Program at no additional costs. ParkMobile agrees to provide both a Call Center and Customer Support at no additional costs. To demonstrate our commitment to the success of Client's Smart Parking Program, ParkMobile agrees to cover all social media, standard marketing, and advertising costs. ParkMobile agrees to provide Client with free access to our integrations with meter manufacturers as well as enforcement and LPR manufacturers so that seamless enforcement of smart parking transactions continues to occur. As a backup to the free integrations, ParkMobile agrees to provide Client with a cloud- based enforcement portal with secure credentials to validate active OnDemand smart parking sessions for each of your location(s) where your smart parking services are made available. ParkMobile agrees to provide Client with free access to our new ParkMobile 360 Customizable Self -Administration Toolset with secure credentials to evaluate usage by unique identification numbers established directly for your On Demand smart parking footprint All ParkMobile's standard terms & conditions shall apply to this parking proposal. E-VERIFY AFFIDAVIT In accordance with Section 448.095, Florida Statutes, the City of South Miami requires all Vendors doing business with the City to register with and use the E-Verity system to verify the work authorization status of all newly hired employees. The City will not enter into a contract unless each party to the contract registers with and uses the E-Verify system. The contracting entity must provide of its proof of enrollment in E-Verify. For instructions on how to provide proof of the contracting entity's participation/enrollment in E-Verify, please visit: hHps.:L Lwww.e-veri fy.gov/faq/how-do-i-provide-proot-o f-my-pqrticipationenroUment-in-e-verify By signing below, the contracting entity acknowledges that it has read Section 448.095, Florida Statutes and will comply with the E-Verify requirements imposed by it, including but not limited to obtaining E-Verify affidavits from subVendors. _j_ check here to confirm proof of enrollment in E-Verify has been attached to this Affidavit. In the presence of: <]~_ Witness #1 Print Name: Danielle Kaplan ---~,-~-;7 /~✓/·yr"'/' • --· -_,L . .L--~ z~ -- Witness #1 Print Name: Chelon Harris Signed, sealed and delivered by: , / • ~ -:-···/ _,,,,.. ---· -···-~--::~-'"-----i.:--:::7 ___ _ Print Name: Justin Clifford Title: Treasurer Entity Name: Parkmobile, LLC ACKNOWLEDGMENT State of Georgia County of Fulton The foregoing instrument was acknowledged before me by Justin Clifford, Treasurer of Parkmobile, LLC in my physical presence, this 25 th day of April, 2024 2/7/24, 3:12 PM My Company Profile I E-Verify ms An official website of the United States government Here's how Y.OU know ti E-Verify My Company Profile Company Information Company Name ParkMobile LLC Company ID 1894415 Employer Identification Number (EIN) 383941930 DUNS Number 081069526 NAICSCode 541 Subsector Professional, Scientific, and Technical Services ( Edit Company Information https://everify.uscis.gov/accounVcompany/profile Doing Business As (OBA) Name Enrollment Date Sep 28, 2022 Unique Entity Identifier (UEI) Total Number of Employees 100 to 499 Sector Professional, Scientific, and Technical Services Menu_ 1/3 217/24, 3:12 PM Employer Category Employer Category None of these categories apply Edit Employer Category Company Addresses Physical Address 1100 Spring Street Suite 200 Atlanta, GA 30309 Mailing Address Same as Physical Address Edit Company Addresses My Company Profile f E-Verify Hiring Sites Number of Sites 1 Edit Hiring Sites Company Access and MOU My Company is Configured to: Verify Its Own Employees Use Web Services Memorandum of Understanding View Current MOU U.S. DeQartment of Homeland SecuritY-U.S. CitizenshiQ and Immigration Services https://evelify.uscis.govtaccounl/company/profile 2/3 217/24 , 3: 12 PM My Company Profile I E-Verify Accessibility_ Plug-ins Site Mar2 https:/leverify.uscis.gov/accounvcompany/profile 313 8 DocuSign Enve lope ID: 13318CA0-0A7B-4990-A928-A446B35B915A PRO FE SSIONAL SERVICES AGREEMENT BETWEEN THE CITY O F MIAMI BEACH AND PAYBYPHONE US INC. FOR MOBILE PARKING PAYMENT SYSTEM . PURSUANT TO REQUEST FOR QUALIFICATIONS 2023-051-WG, 'AR M 5 -2024 This Professional Services Agree menl ( PSA'") and the PayByPhone US Inc. Service Agreemen t ('"Service Agreemen t"'}. collect 1ve ly, the 'Agreement" 1s entereo into thi s _____ ( Effective Date ·), between \he CITY OF MIAMI BEACH , FLORIDA . a murnc,pal co rpora tion organized and ex,sling under the laws of the State of Florida , having its orinc1p:;ii offices al i 700 Convention Center Drive. M1am1 Beach, Florida, 33139 (lrie City· or "Cl1 en:· ), and PayByP~1on e US Inc ., a D0laware Corporation, whose address is 48 Wall r•treet, Su ite 1100, New York, New 'fork 10005 ("Ve ndor 01 PayByPhone "). Additional Parking Lo cations. Agreement City Manager. Cit y IV1anager s Des1gnee . Ver1dar IP Rghts. Docu men! '<ef ISPN<-XTOMF-OWVPR-M/1WB2 SEC TION 1 DEFINITIONS As defined in Sect ,o n 12 ·1 of !he /\greernenl This Protessional Services Agreement betvveen tr1e City and Vendor , including any exhib it s cind amendments lnereto and the PayByPnone Service A.greernent . coll13ct1veiy the •· r,greement The c-i1ief adm 1ni strat1ve officer ot the City The City star. rrember who is des;gnated by the Ci ly Manage, lo aom1nister lh1c; Agreement on behalf of Irie City The City Managers cles 1gnee shall be the Parking Departmer1t D1rec1.or. Fo r the purposes of this Agreeme nt, Vendor sha ll be deemed to be an indeper,dent contractor and nol an age11t or emp loy ee of ih · Cit y /\ny rmd all registered and unre 1stered rights granted. apol :ed for . 0 1 otherwise now or hereatter 1n ex:stence under or re!aterJ lo ?.ny patent . copyright . tradem ar!--. tcaoe secret, database protection, or other intel lec iuai p roperiy nghts laws , ;:,nd al l similar or equ1valeni nqhls or lorrns of :.:.,ro:ection , in any oarl of t 11e worid 9 DocuSign Envelope ID: 13318CA0-0A7B-4990-A928-A446B35B915A Parking Locations : Platfo rm: Services: Convenience Fee· Parking Rate· Transaction Fee Proposal Documents : Risk Manage r: Transaction Data: User Profile Data: Document Ref: 15P N4-XTQMF-OWVPR-MAW82 Contract no. 23-0S!-02 The location or locations of City's on-street parking, off-street parl<ing, reservation parking , parking lo!s , parking decks, permitted parking, and other facil ities where PayByPhone users may park . Access-controlled mobile and/or web applications, services or interfaces de 1eloped, 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 sess io ns , parking rates, and/or parking restrictions associated with City's Parking locations. The PayByPhone applications, the Piaf form and all services. work and actions by the Vendor performed or undertaken pursuant to the Agreement. The fee charge d lo the user by the City, as set forth in Exhibit B, that is non-embedded and on top of ihe Parking Rate . The fee charged to the user by the City for use of the parking space. The fee charged by the Vendor to the City per Transaction as set forth in Exhibit B. Proposal Documents shall mean City of Miami Beach RFQ No. 2023-051- WG for Mobile Parl1:ing Payment System , together with all amendments thereto, issued by the Cfty in contemplation of this Agreement RFQ , and the Vend or'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 conflicl between H1e Proposal Documents and tt1is Agreement, the following order of precedent shall prevail: the Professional Services Agreem ent; tM RFQ ; the Services Agreement, and tt1e Proposal. The Ris k Manager of the City , vvith 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. Information and data collected by the Vendo r relating to drivers· parking sessions at the Parking Location s, 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 serv ice center. Any in formation about or wit11 respect lo PayB yPhone service users that is not related to parking sessions at the Parking Locations, including without limitation, info rmation provided by users upon registration for a PayByPhone account and data about the user's activity in the PayByPhone account or the PayByP hone applications. 2 10 Do cu Sign Envelope ID : 1331 BCA0-0A 7B-4990-A928-A446B35B915A Contract no. 23-051-02 Merchant of Record: Refers to the entity that is authorized to receive customer payments to its merchant account set up with its acquiring bank, including credit card and any digital waflet 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 tne 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 Manage r. If there are any questions regarding the Services to be performed , the Vendor shou ld contact the following person : Monica Beltran. Director, Parking Department 1755 Merid ian Avenue, 2nd Floor Miami Beach, Florida 33139 (305) 673-7000 ext. 26863 Morn c a8 e!tra n (w,rn 1a m 1beac h fl.o ov 2.2 Vendor's Services , and any deriverables incident thereto , shall be completed in accordance with the timeline and/or schedule in Exh ibit C hereto. 2.3 Services Provided by PayByPhone. During lhe 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 tim e upon the mutua l written agreemen t of the part ies, 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 lo provide tt,e Services . The precise tirnes 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 , di rections and restrictions as the City, in its sole and reasonable d 'scretion , may establish from time to time and as communicated to PayByPhone. PayByPhone shall implement the Services within si ty (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 l!mited to , a third party delaying integration set up . 3 Documen Ref: ISP N4-XTQ MF-OWVPR-MAW82 11 DocuSign Envelope ID : 13318CAD-0A7B-4990-A928-A446B35B915A Contract no . 23-051-02 If the City requires additional work and/or services that are not inclu ded in th is Agreement, PayByPhone and the City shall negotiate such additional work and/or services, mutually agree on !he amount of additional compen satio n, and memorialize the terrns in a written amendment to this Agreemerit. 2.4 Help and Support. PayByPhone agrees to use its reasonab le efforts to assist the City with any technical support ihat the City may reasonably require in relation to using the Services . In furtherance of the foregoing, PayByPhone agrees to prov id e 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 1nterrupl1ons in the Services. PayByPhooe ·s sole and e elusive obl igation shat! be to use rPasonable efforts to repair or restore that portion of the Services as promptly as possible. Repa ir may lake the form, at the option of PayByPhone , as the case may be , of: (i) corrected sofu.vare applicable to the Services ; (ii) corrected materials in hard copy or electronic form descr,bing the use and operation of the software applicable to the Services , including any manuals and programming tools ; (iii) instructions or procedures to bypass the proble n unti f a more permanent correction can be imptemented; or (iv) correction/clarification oft e functional definition ot 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 mutua ll y 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 fortri 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 oftker of such party. Each party covenants that it shall not at any time represent, either orally or in writing , !hat ii has any right , power, or authority with respect to the other party not expressly granted to tt1e other party by such party. Each party shall reasonably cooperate with the other party to permil such party to perform its duties and obligations under this Agreement in a timely manner. 2.8 Technology Sublicense, PayByPhone hereby g ants the City the nonexclusive, non- transferable , non-sub-licensable, revocable right and sublicense to use any applicable proprietary technology that PayByPhone licenses but does no! own and relates to the Services (the "Technology") in connect ion with the Services . The City shal l not use ihe Technology for any use other than in connection with the Services . The City acknowledges and agrees that (a} PayB y Phone shall be ,ts exclusive source o f the 1echnoiogy tor the ferm ; and (b) all Services obta ined oy the City shall use the Technology as necessary. The City has no interes[ in or right to use the Technology or any improvemen ts thereto or modifications thereof except as set forth t1erein . 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 nripairing or attempting to impair PayByPhone's right , title and interest in and lo the Technology or the validity thereof. 4 Doc ument Re f: ISPN4 -XTQMF-OWVPR-MAW8 2 12 DocuSign Envelope ID: 1331 BCA0-0A7B-4990-A928-A446B35B915A Contrnxt no. 23-051-02 2.9 Proposal Documents. Notwithstanding the description of PayByPhone 's sefv ices and without limitation, PayByPhone shall provide any and all work and services as se t 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 ::>f th is Agreement ("Term ") sha ll commence on the date identified in the not ice provided by the City Manager's Dosignee stating that all rnitial signage contemplated under Section i0.12 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 wi tt1 written notice of same no less than thirty (30) days prior to the expiration of the initia l 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 andl or schedule referenced in Exhibit C hereto . SECTION 4 FEE 4.1 Ci ty shall pay PayByPhone as set forth 1n Exhibit B and in accordance with Section 4 .2. PayByPhone may propose an increase in the Transaction Fees outlined in E hibit 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 appro val of the City Manager or City Manager's Designee. Oty parking rate structure is varied and includes flat and hourly rates t1at differ for residents and visitors . However, other rates and/or geograph ic areas may be added in the future . The rates specified herein s hall commence on the date specified in the Signage Insta lla tion Notice to Proceed. 4 .2. Payment. Tr1e City will serve as t!1e Merchan t of Record for Parking Rates and any Convenience Fees. PayByPhone shall invoice the City the applicable fees as set forth in Exh1b1t 8 . 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 deta iled description of the Services (or portions thereof) provided, and shall be submitted to the City at the follow ing address· Accounts Payab le: Pa yables(a)m1arn1be ach f l.aov 4.3 Taxes . PayByPhone·s prices do no1 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 here un der shall be paid by the City, including any taxes applicab le on fees paid by the consumer, or, in lieu thereof, City shall provid e PayByPhone wit h 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 invoiws_ Any disputes must be su::>mi!ted to PayByPhone in writing and w ith an explanation of the reason for the d isp ute , within forty-five { 45) days . In the event that any payment dispute is 5 Docume nt Ref: ISP N4-XTQMF-OWVPR-MAW82 13 DocuSign Envelope ID : 13318CA0-0A7B-4990-A928-A446B35B915A Contract no . ZJ-051-0Z resolved in favor of !he City, PayByPhone shail 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 tor 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 CIT Y a. If either party shall fail to fulfiH 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 t.he 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 defau lt. c. Notwithstanding the above, neither party shall be relieved of liability to the other party for damages sustained by the City by virtue o' any breach of the Agreement 5,2 T ERMINATION FOR CONVENIENCE O F THE CITY THE CITY MAY ALSO, THROUGH ITS CITY MANAGER, AND FOR ITS CONVENIENCE AND WITHOUT CAUSE, TERMINATE THlS AGREEMEN T AND THE SERVICES THEN REMAINING TO BE PERFORMED AT ANY TIME W ITHOUT CAUSE BY G IVING 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 TERMINAT ION . NO COMPENSATION SHALL BE DUE TO PAYBYPHONE FOR ANY PROFITS THAT PAYBYP HONE EXPECTED TO EARN O N 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 TlME G Document Rel. 15PN4 -XTQMF-OWVPR-MAW82 14 DocuSign Envelope ID : 13318CA0-0A7B-4990-A928-A446B35B915A Contract no. 23-051-02 CERTAIN, OR IN THE ALTERNATIVE, TERMINATE THIS AGREEMENT ON A GlVEN DATE. 5 .3 TERMINATION FOR CAUSE BY PAYBYPHONE PayByPhone may terminate its performance under this Agreement onfy if the City defaults and fails to cure the defau lt 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. lf a default occurs and PayByPhone wishes lo terminate the Agreement. then PayByPhone must deliver a written notice to the City describing the default and tt1e 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) rnake a general assignment for tr1e benefit of creditors ; (ii) institute liquidation proceedings or proceedings to be adjudicated as voluntariiy bankrupt; (ii 1) consent to the fifing of a petition of bankruptcy against 1l; (iv) be adjudicated by a court of competent jurisdiction as being bankrupt or insolvent ; (v) seek reorganization under any bankruptcy ac t; (vi) consent to the filing of a pe tition seeking such reorganization; or (v ii} have a decree entered against it by a court of competent jurisdiction appointing a receiver , liquidator, trustee, or as signee 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 eve t. the City party, al 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 Sectio n 5.5 . 5.5 EFFECT OF TERMINATION a. Upon term inat ion or expiration of this Agreemen t, (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 materia ls in its possession with lhe performance of tile Services hereunder; and (iii) City shall discontinue al! use of the Technology and intellectua l 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 accru ed prior to the Termination Date (including any indemnification obligation arising hereunder, whether or not notice of such inde mn ification claim has been gi ven before such termination , or of any rights or obligat ons under any other provisions, which, by their meaning or content. are intended to survive the termination hereof). Document Ref: 15PN4-XTQMF-OWVPR-MAW82 15 DocuSign Envelope ID : 13318CA0-0A7B-4990-A928-A4468358915A Contr·act no. 23-051-01. 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 "In demnified Party"), from and against any and all actions (whether at law or in equity), ctaims, liabilities. tosses, and e. penses , 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 lndemnifying Party control or supervision, in connection with, related to, or as a result of the Indemnifying Party performance under this Agreement. To that extent. the Indemnifying Party shall pay ail such claims and losses and shall pay all such costs and judgmen ts which may be issued from any lawsuit arising from such claims and losses, and shall pay all costs and attorne y's fees expended by the Indemnified Party in the defense of such claims and losses , i ncluding appeals. The Indemnifying Party expressly understands and agrees that any insurance protection requ ired by this Agreement or otherwise provided by t11e fndemn ifying Party shall in no way Hmit the Indemnifying Party 's responsibility to indernnify, keep , and save harmless and defend the Indemn if ied 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 faifure 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 th is 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 detail ing 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 lnjury, and perso nal & advertising injury with limits no less than $·1 ,000 ,000 per occurrence, and $2,0 00,000 general aggregate. C. Automobi le Liability Insurance covering any automobile, if the vendor has no owned automobiles , U1en coverage for hired and non-owned automobiles, with a limit no less than $1,000,000 combined per acc ide nt for bodi ly injury and property damage. D. Umbrella Liability Insurance in an amount no less than $5,000 ,0 00 per occurrence . The umbrella coverage must be as broad as the primary General Liability coverage . 8 Document Ref: ISPN4-XTQMF-O WVPR-MAW82 16 DocuSign Envelope ID: 1331 BCA0-0A 7B-4990-A928-A446B35B915A Contract no. 23 -051 •02 Additional Insured -City of Miami Beach must be included by endo rsement as an additiona l insured w ith respect to all commercia l genera l liability policies arising out of work or operat ions performed on beha lf 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 insura nce policy required above shall prov ide that coverage shal l not be canceHed , ex cept with notice to the City of Miami Beach c/o EXIGIS Insurance Compliance Services . Waiver of Subrogation -Vendor agrees to obtain an y endorsement that may be necessary to affect the wa ive r of subrogation on the coverages requ ired . However, this prov ision applies regard less of whether the City has received a wa iver of subrogation endorsement fr om the insurer. Acceptability of Insurers -Insurance must be placed with insurers with a current /\.M. Bes t rating of A:Vll or higher. If not ra ted , exceptions may be made for members of the Flo r ida 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 -Vendo r sha ll furnish the City wit!1 origina l cert ificates 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 tr1e Vendor 's obligation to provi de them. The City reserves the right to require complete , certified copies of afl required insurance polici es , inc lud ing endorsements . required by these spec ifi cations . at any lime . 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 s ubmit all certificates of insurance , endorsements , exempi ion le tters to our servicing agent, EXIGIS, at: Ce rl1 ficates-m Ia rnibeac h@ri skwo rks. com Special Risks or Circumstances -The City of Miami Beach reserves the right to modify these requirements , including limits, based on the nature of !he risk prior expe rien ce. insu rer. coverage, or other specia l circumstances. Compliance with the foregoing requirements shall not relieve lhe vendor of his liobility and obligation under this section or unce r any other section of th ,s agreemen t. 9 Docu me nt Rel: 15PN4 -XT QMF-OWVP R-MAW82 17 DocuSign Envelope ID : 1331 BCA0-0A 7B-4990-A928-A446B35B915A Contract no. B-0:-1-01 SECTION 7 LITIGATION JUR!SOICTIONNENUE/JURY TRIAL WAIVER This Agreement shall be construed ,n 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 Lo an alleged breach by the City of this Agreement. so that its liability for any such breach never exceeds one times the total amounts pa id to PayByPhone under this agreement in the 12 month period preceding the event giving rise to the cla im. 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 PayByPllone under tt1is 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 , Vendo r hereby agrees that the City shall not be liabie to the Vendor for damages in an amount in excess of one limes 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 tt-ie City's liability, as set for-th in Section 768.28 , Florida Statutes . In no event shall any party be liable for consequential, special, indirect or incidental damages , includ ing but not limited to any damages resulting from loss of use or profits arising out of or in connection with this agreement, wt1eH1er in an action based on contract, tort (including negligence) or any other legal theory, even if the party has been advised of the possibil ity of such damage s SECTION 9 DUTY OF CARE/COMPLIANCE WITH APPLICABLE LAWS/PATENT RIGHTS; COPYRIGHTj AND CONFIDENTIAL FINDINGS 9.1 DUTY OF CARE With respect to the performance of the Services contemplated herein , Vendor shall exerc ise that degree of sk ill. care, efficiency and diligence normally exercised by reasonable persons and/or recogni zed profess :onals with respec t to the periormance of comparable work and/or services . 10 Document Ref: 15P N4 -XTO MF-OWVPR-MAW82 18 DocuSign Enve lope ID: 13318CA0-0A7B-4990-A928-A446B35B915A Contrnd no . B-05l-!l2 9,2 COMPLIANCE WITH APPLICABLE LAWS In its performance of the Services, Vendor shall comply with alt app!ical)le laws, ordinances, and regulations of the City. Miami-Dade County, the State of Florida, and ihe federal government, as appticable. 9.3 PATENT RIGH T S; 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 trademar ks provided that: City promptly notifies PayByPhone in writing upon City becoming aware of the existence of any such suit, action, proceeding or threat; ailows PayByPhone sole control of the defense and/o r settlement thereof; provides such reasohable cooperation as PayByPhone may require: and , makes no admissions or other staternents which may be prejudicial to PayByPhone . In no event shall Cily 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 PayByPt1one be liable for the payment of any amount agreed to in settlement without its express consent. b. In the event that the City !s 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: L promptly render the product non-infringing and capable of providing serv[ces as in tended ; or ii. procure for City and its customers the righ t to continue using its product; or iii. replace the product with non-infringing goods; or iv . remo ve the product and refund any expense of the City. c PayByPhone shaH t1ave no liability in respect of any claim based upon : l. use, operation or combination of its product with software, hardware, data, or equipment not supplied by PayByPhone if such infringeme nt 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 tha l have been modified by any party other than PayByPhone if such infring ement would have been avoided but for such modification . d. Neither party witl disclose the other party 's or its affiliates· confidential or proprietary information, including Transaction Data and Use r Profit& Data ("'Confidential Info rmation'') (including the terms of this Agreemen t and any information provided by the other party that is confidentially main ta ined or proprietary or which derives va lu e from not being generally known to pe rs ons who can obtain economic value frorn its disc:osure or use or tha t a reasonable person would consider confidentia l, given the context) excep t: i. with the other party's consent; 11 D ocum ent Ref: ISPN4-XTQ MF-OWVPR-MAW82 19 DocuSign Envelope ID: 13318CA0-0A7B--4990-A928-A446B35B915A Contrad no. 23-051-02 ii. to employees, agents and contractors who have a need to know 1n the discharge of their duties and who are subject to a contractual obligation to keep such information confidential that is at least as restrict ive as this Agreement ; or iti. when required to do so by law or by any binding rule , order or request. For purposes of this Sect ion 9.3 , the parties agree that co nfidential or propnetary information does not include any information that is · already known to the receiving party at the t ime of disclos ure hereunder (other than from the ott1er party or its affiliates) as demo nstra ted by its wri tten records: i i. now or hereafter becomes publicly known other than through acts or omissions of the receiving party, or anyone to whom the receiving party disc losed 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; o r iv independently developed by the receiving party vvithout re liance on the confidential information of the disclosing party as shown by its wr i tte n records . Each party shall exercise reasonable commercial care in protecting the confiden t iality of the other party 's confidential information disclosed to it. The parties agree that an actua l or threatened breach of this provision would result in irreparable harm to the party whose confidential information wou d be disclosed in breach , and shall entitle that party to temporary or permanent injunctive relief wilt1out proof of actual damages SECTION 10 GENERAL PROVISIO NS 10.1 AUDIT ANO INSPECT IONS Upon reasonab le verbal or written notice to Vendor , and at any time during normal business hours (i.e . 9AM -5PM, Monday through Fridays , exclud ing nationally recognized holidays), and as often as the City Manager may, in his/he, reasonable discretion and judgment , deem necessary, there shall be made ava ilable to the C ity 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 mainla;n any and a!! 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, inspect ions and investigat ions on all City contracts . throughout th e duration of said con t racts . Tt 1is randorn audit is separate and dist inct from any other audit performed by or on behalf of the C ity. 12 Document Ref· 15P N4-XTQMF-OWVPR-MAW82 20 DocuSign Envelope ID: 13318CA0-0A7B-4990-A928-A446B35B915A Contract no. 23-051-02 (8) The Office of the Inspector General is authorized to investigate Ci!y 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. requ ire 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 wit h the contract documents and app!lcable law. The Inspector General shall have the power to audit, investigate, monitor, oversee, inspect and review operations, activities. performance and procurement process ncluding but not lin1ited to project cfes(gn. bid specifications, (bid/proposal) subm ittals, activities of the Vendor, its officers, agents and employees, lobbyis ts, 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 fu nd 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 avaHable to the Inspector General for inspection and copying. The Inspector General is empowered to retain the services of indep endent 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, actlvities of the Ven dor its officers, agents and employees, lobbyists. City staff and elected officials to ensure compliance with the contraci 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 possessiori, custody or control wh ich in the Inspector General's sole judgment, pertain to performance of the contract, including, but not limited to original estimate fil es, change order estimate mes, 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, aH documents and records which involve cashi trade or volume discounts, ins urance proceeds, rebates, or dividends received, payroll and pe sonnel records and supporting documentation for the aforesaid documents and records. {E) The Vendor st1afl make ava lab le at its office at all reasonable times the records materials, and other evidence regard ing the acquisit ion (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 0U-1er clauses of this Agreement. In addition: !f this Agreement is completely or partially ierrrnnated, the Vendor shall make available records retating to th e work terminated until three {3) yea.rs after any resulting final termination settlement; and 13 Docum ent Ref: 15PN4-XTQMF-OWVPR-MAW82 21 DocuSign Envelope ID : 13318CA0-0A7B-4990-A928-A446B35B915A Contr:H:t uo . 23-05l-U2 ii . The Vendor shal! make available records relating to appeals or to litlgation or the settlement of claims arising under or relating to this Agreement until such appeals, litigation , or claims are finally reso lv ed. (F) The provisions in this section shall apply to the Vendor, its officers, agents , employees, subcontractors and suppliers . The Vendor shaH 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 in depen dent right to tl1e City to conduct audits or invesligattve 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 part,es. 10.3 ASSIGNMENT, TRANSFER OR SUBCONSULTING With the exception of an assignment to PayByPhone's parent cornpany, 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 consenl, if given at all, shall be in the Manager's sole judgment ancl discretion . Neither thrs 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, tl1e Vendor shall file a Stale of Florida Form PUR 7068, Sworn Statement under Section 287 .133(3)(a) Florida Statute on Public Entity Crimes witt1 the City 's Procureme nt 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 discrim ination anyone on the grounds o r race. color. national origin, se;<, age, disability , religion, income or family status . Addi t ionally, Vendor shall comply fully with !he City of Miami Beach Human Rights Ordinance, codified in Chapter 62 of the City Code, as may be amen ded from time to time , prohibiting discrimination in employment, hous ing , public accommodations, and rublic services on account of actual or perceived race, color, national origin, religion, sex, intersexualiiy, gender identity, sexual orientation, marital and familial status, age , di sability, ancestry, heigh!. weight, domestic partner status , labor organization mem be rs hip, familial situation, or political affiliation . 10.6 CONFLICT OF INTEREST Ve ndor here in agrees to adhere to and be governed by all applicable Miarni-Dade County Conflict of Interest Ordinances and Ethics pcovisions , as set forth in the Miam i-Dade County Code . as may be amended from time to time; and by the City of Miami Beach Charier and Code, as may be amended from lime to time; both of which are incorporated by reference as if fuliy set forth herein 14 Document Ref: 15P N4 -XTQMF-OWVPR-MAW82 22 DocuSign Envelope ID: 13318CA0-0A7B-4990-A928-A446B35B915A Contract no. 23-051 -02 Vendor covenants that it presently has no interest and shall not acqu ire any interest , directiy or indirectly . which could connic l in any manner or degree with the perfo rmance of the Services . Vendor further covenants that in the performance of this Agreement , Vendor shall not employ any person having any such interes t No member of or delegate to the Congress of the United States shall be admitted to any share or part of this Agreem e nt or to any benefits arising the refrom . 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 t ime . (B) The terrn "public records " shall have the meaning set forth in Section 119 .011 (12). which mc0ns all documents. papers . letters , maps, bool<s , tapes , photographs , films , sound recordings , data processing software, or other material , regardless of the phys ical 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 Flori da Statutes , if the Vendor meets the definition of "Contractor'' as defined in Section 119.0701(1)(a), the Vendor shall: (1) l<eep 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 aliow lhe records to be inspected or copied witt1in a reasonable time at a cost that does no l exceed the cost provided in Chapter 119, Florida Statutes or as otherwise provided by law ; (3) Ensure that public reco rds that are exempt or confiden tial 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, al! public records in possession of the Vendor or keep and maintain publ ic records requ ired by the City to perform the service. If the Vendor transfers all public records to the City upon completion of the Agreement. the Vendor sha ll 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 rneet all applicable requirements far retaining public records . All records slored electronically must be provided to the City, upon request frorn 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 fo r serv ices must be made directly to the City . If the City does not possess the requested records , the City sha H 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 ot the remedies set forth under the Agreement ; and /or (3) avail itself of any available remedies at law or in equity . 15 Document Ref: 15P N4-XTQMF-OWVPR-MAW82 23 DocuSign Enve lope ID : 13318CA0-0A7B-4990-A928-A446B35B915A 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 . 1 i 9.10. (E) CIVIL ACTION . (1) If a civil action is filed against a Vendo r 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 compl y with the public records request within a reasonable time, and b, At least 3 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 sh ipping 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 sen t 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 1 CITY CLERK 1700 CONVENTION CENTER DRIVE MIAMI BEACH, FLORIDA 33139 E-MAIL: RAFAELGRANADO@MIAMIBEACHFL.GOV PHONE: 305-673-7411 10.8 FORCE MA JEURE (A} A ''Force Majeu re" event is an event that (i) in fact causes a delay in the performance of the Vendor or the City's ob ligati ons under the Agreement, and (ii) is beyond the reasonable control of such party unable to perform the obligat ion, and (iii) is no t due 1o 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 !he forego in g criteria , Force Majeure may include events such as war, civil insurrection. riot. fires. epidemics, pandemics. terrorism, sabotage, e plosions , embargo restrict ions, quarantine restrict ions, transportation accidents, strikes, strong hurricanes or tornadoes, earthquakes , or other acts of God which prevent performance. Force Majeure shalt not include technological irnpossibilily. 16 Document Ref: 15P N4-XTQMF-OWVPR-MAW82 24 DocuSign Envelope ID: 13318CAO-0A7B-4990-A928-A446B35B915A Contract n-0. 2.3-051 -02 inclement weather, or failure to se c ure any of the required permits pursuant to the Agreement . (8) 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 even t 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 lo take in order to mitigate the detrimental effects of the event. The timely delivery of lhe notice of the occurrence of a Force Majeure event is a condition precedent to allowance of any relief pursuant to this section; however. rece ipt 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 sucl1 party is rendered unable, in whole or in part, by Force Majeure to carry out such obligations . The suspension of any of the obligat ions under this Agreement due to a Force Ma jeure event shall be of no greater scope and no longer duration than is required . The pa1iy shall use its reasonable best efforts to continue to perform its obligat ions hereunder to the exten t such obligations are not affected or are only partially affected by the Forc e 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 i nability to perform is the dire ct result of the Force Majeure event with all reasonable dispatch . (D) O:>!igations pursu ant 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 m a timely manner for obligations and liabilities which matured prior to the occurrence of a Force Maj eure event shall not be subject to the Force Maje ure provisions . (E) Notwithstanding an y 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 act ion without regard to the notice requirements herein . Additionally , i11 the event that an event of Force Majeure delays a party's performance under the Agreernenl 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 9iven date, by giving written not ice to Vend or of such termination. If the Ag ree ment is terminated pursuant to th is section , Vendor shall be paid for any Services satisfactorily performed up to the date of tem1ination ; fo llowing which the City shall be discharged from any and all liabilities duties, and terms arising out of, or by virt ue of, th is Agreement. In no event will any conditior of Force Majeure extend this Agreement beyond its stated term. 10.9 E-VERIFY (A) Vendor shall comply with Section 446 .095, Florida Statutes , "Employment Eligibility" ("E- 11 Document Ret: ISP N4-XTQMF-OWVPR-MAW82 25 DocuSign Envelope ID : 13318CA0-0A7B-4990-A928-A446B35B915A Contract no. 23-051-02 Verify Statute"), as may be amended from time to lime. Pursuant to the E-Verify Statute, commencing on January 1, 2021. Vendor shall register witt1 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 sub contract with an unauthorized alien, or, upon the City's written request , otherwise demonstrate Ve ndor's compliance with Section 448.095 as described therein . Additionally , Vendor shall expressly requ ire 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 cont ra ct with an approved subcontractor, the subcontractor must provide the Vendor with an affidavit stating that the subcontractor does not employ , contract with , o r subcontract with an unauthorized alien. Vendor shall ma intain a copy of such affidavit for the duration of the Agreement or such other extended period as may be required under this Agreement . (8) 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 w,t h 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 1hat a subcontractor has knowingly violated the foregoing Subsection 10.9(A), but the Vendor otherwise co1np li ed with such subsection, the City will promptly notify the Vendo r and order the Vendor to immediately te rminate the Agreemen t with the subcontractor . Vendor's fai lure to terminate a subcontractor shall be an event of defau lt under th is Agreem ent. ent itling City to terminate the Vendor 's contract for cause . (3) A contract terminated under the foregoing Subsection {8)(1} or (8)(2) is no! 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 ct,allenge a termination under the foregoing Subsection (8)(1) or (8)(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 termina tion of this Agreernent. (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 MATER IA LS PayByPhone hereby grants the City a non-transfe rable , non -sublicensable , non-exclusive license to use its name and trademarks , w ithout rnod1fication unless approve d by PayByPhone, solely in connection with the City's market ing and use of the Services in the City fa c il ities . 10 .11 STATUS MEETINGS On periodic basis, but not less than quarterly , an appropriate representa ti ve 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 dispu te s that may oc cur from time to time . His the expectafon of the parties that the representatives of the parties shall communicate directly with one another and 18 Document Ref: I5P N4 -XTQMF-OWVPR-MAW82 26 DocuSign Envelope ID : 13318CAO-0A7B-4990-A928-A446B35B915A Contract no. 23-051-02 work directiy with one another to ensure that all Services provided hereunder are compfeted on a limely and complete basis . Ali meetings pursuant to this Sect ion 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 lo 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. AH signage shall includ e informat ion for boit1 ParkMobi!e and PayByPhone equally. ParkMobiie 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 ParkMobfle shaH produce and deliver all signage to the City. The City shall be responsible for lhe costs of all subsequent Signage for go-live or additional phase areas. The City ls responsible for the in sta llation of all sig ns and ceca ls. The number of signs included for a Parking Location s!1a!I be mutually agreed upon by the City . PayByPhone , and ParkMobil e for each Parking Location. SECTION 11 NOTICES Until changed by notice, in writing, all such notices and communications shalt be addressed as follows: TO VENDOR ; TO CITY: PayByPhone US lnc. c/o PayByPhone Technologies Inc. 600-1290 Homer Street Vancouver, BC V68 2Y5 Canada Attn · Legal With a copy to: legal@paybyphone.com City of Miami Beach , Parking Department C/O Parking Director 1755 Meridian Avenue , 2nd Floor Miami Beach, Florida 33139 Mq_r:i_LcaBettran@rniam;beachfl.qov All notice!', mailed electronically to either party shall be deemed to be sufficiently transm itted 19 Document Ref: 15P N4-XTQM F-OWVPR -MAW82 27 DocuSign Envelope ID: 13318CAO-0A7B-4990-A928-A446B35B915A SECTION 12 MISCELLANEOUS PROVISIONS 12.1 CHANGES AND ADDITIONS Con!ra('l 110. B-051 -02 This Agreement cannot be modified or amended without the e>:press written consent of the parties. No modification, amendment, or alteration of the terms or conditions contained herein shalt be effective unless contained in a written docu ment executed with the same formality and of equal dignity herevvilh. In the event Client wishes to add new Parking Locations in addition to the Initial Parking Locations (the ·'A ddi tiona l Parking Locations··) or to add parking spaces to an existing Park ing Location, the amendment will be effective against both parties if it is in the form of email between implementation personne l of the parties and, effective the date of such email, the Exhibit B will be read to include these Additional Parking Locations or parking spaces . t2.2 SEVERABIUTY If any term or provision of this Agreement is held invalid or Jnenforceab le, the remainder of this Agreement shall not be affected and every other term and :xovision of this Agreement sha ll be valid and be enforced to the fullest extent perrnilted 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 provisi on of this Agreement shall not be deemed a wafver 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 o f all rights and oblig.ations herein and that the preparation of this Agreement has been a joint effort of the parties, the language i1as been agreed to by parties to express tt1eir mutual intent and tt1e resulting document sha ll not , solely as a matter of judicial construction, be construed more severely aga inst one of th e parties than the other. 12.5 REPRESENTATIONS and WARRANTIES Each of PayByPhone and City hereby represe nts , warrants. and covenants to the other party hereto as follows : (a) It is duly organized a1 d valtdfy existing under the laws of the state of its inco rporation and has full pow er and authority to ca rry on its busine'S as it is now being conducted and to own and operate its properties and assets: (b) The execution, de!ivery and performance of this Agreement by such part-y t1as been duly autho rized by ali requisi te corporate or limited liab ility cornpany action, as applicable; (c) It has U1e power and aut11 nty to execute and deliver this Agreement and to pertorrn its obligations hereunder: and 20 Document Ret 15PN4-XTQMF-OWVPR-MAW82 28 DocuSign Envelope ID: 13318CA0-0A7B-4990-A928-A446B35B915A Contract no. 23-051-02 {d) The execution, delivery and performance by it of this Agreement and its compliance with the terms and provis ions 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 i ts 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 PAYBYPH0NE SERVICE. PAYBYPHONE DOES NOT MAKE ANY REPRESENTATIONS, WARRANTIES OR GUARANTEES, EXPRESS OR IMPLIED, DIRECTLY OR INDfRECTL Y, INCLUDNG WITHOUT LIMITATION, ANY WARRANTY OF CONDITION, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF USE WITH RESPECT TO, ARISING OUT OF OR l N 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 prio r negotiations, correspondence , conversations, agreem ents or understandings applicable to the matters contained herein , and ihe re are no commIiments , agreements or understandings concerning the subject matter ot this Agreement t11at 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 t11is Agreement. [REM AINDER OF THIS PAGE LEFT INTENTIONALLY BLANK] 21 Docu ment Ref: 15PN4-XTQMF-OWVPR-MAW82 29 DocuSign Envelope ID : 13 31 SCA0-0A 7B--4990-A928-A446B35B91 SA Contracr 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 en tered above . FOR CITY ATTEST : By : 1¥ Rafael E. Granado , City Clerk Date : 5 -20 4 ---- FOR VENDOR: PAYBYPHONE US INC. By:------------ ,.,,, ,j .;,. / l .. Sa tyajit (Sonny) Samra , Pres ident Date. Feb. 2 2024 Docu men t Ref : 15PN4 -XTO lv1 F-O WVPR -MAW8? 22 CITY OF MIAMI BEACH , FLORIDA APPROVED AS TO FORM & LANGUAGE & FOR EXECU TION ',i d ( \\Y~'\l. -- / i City Attorney :.d ,✓ • <'/)? i} ·' !( J ,. ) Date 30 DocuSign Envelope ID : 1331 BCA0-0A 7B-4990-A928-A446B35B915A Document Ret 15PN4-XTQMF-OWVPR-MAW82 EXHIBIT A SERVICE AGREEMENT Concract no. 23-051-02 31 DocuSign Envelope ID : 1331 BCA0-0A 7B-4990-A928-A446B35B915A Contract no. 23-051-02 EXHIBIT A COOPERATION AND SERVICE AGREEMENT For the purposes of this Exh ibit C-Cooperation and Service Agreement, "PayByPhone" sha ll mean PayByPhone US Inc., a provider of enhanced mobile commerce so lution s , a Delaware corporation with it s address at 48 Wall Street, Suite 1100, New York, New York 10005 and "Cli ent" shall mean the City of Miami Beach, a provider of parking serv ices 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 serv ice for use at Client's managed and owned parking facilities as agreed upon by PayByPhone and C li ent , to allo w for consumers to pay for the use of Client 's parking facilities th.rough personal wireless devices (e.g., cellular telephones) or other w irel ess systems. QR code access to the payment service is not included . 1.2 PA YBYPHONE MANAGEMENT INFORMATION SYSTEM PayByPhone will operate and manage a software application for C lient that will provide near real time information and managem ent reports on the transactions conducted utilizing the PayByPhone mobile p·ayment service (the "Portal"). PayByPhone w ill host the Portal on its network . C lient will access the P011al through a browser-based program installed on C lient 's computer hardw are. 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 valid ly parked vehicles . 1.5 REPORTS Pay By Phone will provide C li ent with a set of standard self-serve rep011s in the P011al. Any changes or custom izat ion s to the standard set of reports will be subject to PayByPhone 's prior approva l and then-cun-ent PayByPhone professional services fees. See https://www .paybyphone.com/pdf/us /pbp __professionalservicessamplerates.pdf for samp le rates. 1.6 PAYBYPHONE INTERACTIVE VOICE RESPONSE PayByPhone will provide the PayByPhone interactive voice response solution ("!YR") for use at Client's managed and/or owned parking faci liti es, as agreed upon by Pay By Phone and C li ent , to allo w for consumers to ca ll and pay for the use of the Parking Location by calling the app li cab le service number displayed on the parking s ign, parking meter , and/or pay station . Client is responsibl e for paying a ll Transaction Fees, as outlined in Appendix A, for each Transaction made through IVR. 1.7 PAYBYPHONE RIGHTS & RATES PayByPhone will provide C li ent with the Pay By Phone Rights & Rates service ("Rights & Rates") to allow Client to control eligibility to park at Client parking facilities and to ass ign special parking rules and prices to select segments of drivers . In this Agreement, a "Right" is the entitlement to stai1 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 I 1 Document Ref: 15PN4-XTQ MF-OWVPR-MAWB 2 32 DocuSign Envelope ID: 13318CA0-0A7B-4990-A928-A446B35B915A Contract no. 23-051-02 subscription fees , as outlined in Appendix A , for the number of Client parking spaces as agreed upon between PayByPhone and Client. 1.8 USE OF QR CODE At Client's request, as part of the PayByPhone mobile payment service, PayByPhone will provide to Client, and include on the relevant signage at Client's parking facilities or in marketing materials, QR codes which will allow consumers to access the PayByPhone mobile payment service through QR code scanning, at no additional cost. Client acknowledges that inclusion of QR codes in the payment service is associated with a material risk of fraudulent activity by third pa1iies 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 Pay By Phone 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 . Pay By Phone will provide evidence supporting determination of the costs, but Pay By Phone 's calculations will be conclusive of the same. PayByPhone reserves the right to discontinue the supp01i 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 P01ial 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 Pay By Phone 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 12 Docum ent Ref: 15PN 4-XTQM F-OWVPR-MAW82 33 DocuSign Envelope ID : 1331 BCA0-0A 7B-4990-A928-A446B35B915A Contract no. 23-051-02 The parties expressly acknowledge that Client currently engages, and/or may in the future, at its option , add , other providers of mobile parking payment applications ("Third Party Pro v iders"), through contracts for the same parking facil itie s and metered stalls covered by this Agreement. Section 4 MARKETING, PROMOTION AND USER EDUCATION 4.1 MARKETING EVENTS Pay By Phone may conduct on-site marketing events and campaigns for its service, whereby PayByPhone will infonn 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 Pay By Phone will provide initial training to Client using a "Train the Trainer" (the "Cli ent Trainer") model on the self- served Pay By Phone Service Management Interface (SM!). The said Client Trainer will , at it s 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. pay byphon e. corn/pdf/us/pbp _professionalservicessamp lerates . pdf for sample rates . Section 5 INTELLECTUAL PROPERTY 5.1 INTELLECTUAL PROPERTY RIGHTS 5.1.1 The parties acknow ledge and agree that a ny trademarks, patents, trade names , logos, trade dress, domain names, copyrights or licenses therein , or other enforceable intellectual property rights and whether in hard or e lectronic copy (collectively "Intellectual Property") belonging to the other party, given to them under this Agreement is and sha ll 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 Intellectu a l 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 termin ation of this Agreement for any reason the parties wi ll 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 Prope1iy is held by the pa1iies in compliance with any statutory obligations and/or the maintenance of proper records. 5.1.5 The parties unde1iake that they have all necessaiy permissions, licenses and rights to use the Intellectual Prope1iy of third pa1iies 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 Pa1iy ") the other (for the purposes of this clause the "Indemnified Pa1iy") against a ll actions, claims, proceedings, costs and expenses (including reasonable legal fees) arising from any actual infringement of Inte ll ectual Property rights of whatever nature in sofar as these relate to the Intellectual Prope1iy rights developed and owned by the Indemnifying Party or licensed to the Indemnified Party which claim s, act ions or proceedings arise as a result of the Indemnified Pa1iy 's use of any of the Services, except that the indemnity shall not apply to any actio ns, claims or proceedings which are attributable to any breach of contract or negligent act or omiss ion on the part of the Indemnifi ed Party or where such actions, claims or proceedings relate to any developments of the services ca1Tied out by or at the request of the Indemnified Party except where the Indemnifying Party knew or ought to have known that such 13 Document Ref: 15PN4-XTQMF -OWVPR-MAW82 34 DocuSign Envelope ID : 13318CA0-0A7B-4990-A928-A446B35B915A Contract no. 23-051-02 development of the services requested by the Indemnified Party would result in an infrin gement of Intellectual Property rights. 5.1.7 The Indemnified Pa1iy shall notify the Indemnifying Party in writing of any such action , claim or proceeding and shall not make any admission unless the Indemnifying Patiy gives prior written consent. 5.1.8 At the Indemnifying Patiy 's request and expense, the Indemnified Party shall permit the Indemnifying Pa1iy to conduct all negotiations and liti gation . The Indemnified Party shall give all assistance as the Indemnifying Party may reasonably request and the Indemnifying Patiy shall pay the Indemnified Patiy 's costs and expenses so incun-ed. 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 a lle ged 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 Pay By Phone in relation to this Agreement , including Client's parking rates, Client's identifiers for Parking Locations and parking sta ll s , 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 C li ent Data for any purpose, including without limitation prov iding and improving services under this Agreement, so long as it complies with applicable data protection laws , contractua l obligations and any other applicable requirements with respect to the C lient Data. Pay By Phone sha ll 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. Notwithstand ing the foregoing, PayByPhone shall be permitted to retain suc h copies of, or any computer records or files contain in g , 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 applic ab le 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 amo unt 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 comp ly w ith app licable data protection laws , contractual obligat ions and any other applicab le requirements. Each pa1iy is responsible to the Pay By Phone service users and other third pa1iies for its respective use, sharing and processing of Transaction Data , whether it performs such use , sharing and processing directly or through third patiies. Each party acts as a "data controller" with respect to Transaction Data for the purposes any privacy le gislation that uses that 14 Document Ref: 15PN4-XTOM F-O WVP R-MAW 82 35 DocuSign Envelope ID : 13318CA0-0A78-4990-A928-A4468358915A Contract no. 23-051-02 concept and is applicable to the party 's activ ities. Each party agrees to provide such ass istance as is reasonably required to enable the other party to comply with the applicable data protection la ws . 5.3.3 Any information about or with respect to PayByPhone service users that is not related to parking sessions at the Parking Locations, in cluding without limitation, informat ion 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 Pay By Phone. Pay By Phone shall retain exclusive ownership of all rights in any derivative data it develops based on Transaction Data and User Profile Data. 5.4 PAYBYPHONE'S SERVICES TO CUSTOMERS The pa1iies acknowledge that PayByPhone service users hold the PayByPhone account under terms of service estab li shed 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 successfu l 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 Pay By Phone 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 servic e . 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 C lient with 30 day written notice of an increase in the amount of the SMS Fee. Pay By Phone shall be responsible for any taxes applicable to the SMS Fees. PayByPhone records will be conc lu sive 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 C li ent as the merchant of record for any SMS Fees only. In that case, Client will co llect 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 express ly set forth in this agreement , PayByPhone does not make, and hereby spec ifi cally 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 serv ic es 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 coru1ect ion with providing access to or hosting any of the foregoing or the performance of any serv ices by PayByPhone under this agreement) are provided by Pay By Phone "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 Po1ial. 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 sha ll 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 sha ll provide PayByPhone with sufficient notice of the rate changes and such work IS Document Ref: 15PN4 -XTOMF-OWVPR-MAW82 36 DocuSign Envelope ID : 13318CA0-0A7B-4990-A928-A446B35B915A Contract no. 23-051-02 will be subject to PayByPhone's prior approval and then-current PayByPhone professional services fees. See https:/ /www .paybyp hone .co m/pdf/us/pbp _professionalservicessamplerates. pdf for sample fees . Section 8 MISCELLANEOUS INTENTIONALLY OMITTED 8.1 No AGENCY Each party , in ai l matters relating to this Agreement, will act as an ind ependent contractor and ind ependent employers. Except as otherwise expressly set fo1ih 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 fo1ih herein , nothing in this Agreement shall be construed to have established any agency , joint venture or pa1inership between the pa1iies. 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 ail 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 fo1ih herein. 8.4 CLIENT'S CONDUCT OF BUSINESS THROUGH AFFILIATES The pa1iies 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 it s affi liates 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. Pay By Phone 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 representat ives. The City of Miami Beach Signature: Name: Title: _____________ _ Attest. Signature: _________ _ Name: Rafael E. Granado. City Clerk Date: ------------ ' , ,, , 16 Document Ref: 15PN4-XTQMF-OWVPR-MAW82 PayByPhone US Inc. ,,,;;,✓ Signature: _______ 7~~-•~_'.;_:>_· _L_ •• _-_ Name: Satyajit (Sonny) Samra Title: President 37 DocuSign Envelope ID: 13318CA0-0A 78-4990-A928 -A4468358915A Doc ument Ref: 15PN4-XTQMF-OWVPR-MAW82 EXHIBI T B FEE SCHEDULE 24 Contrac t no , 23 -051-02 38 DocuS ign En ve lop e ID : 13318CA0-0A7B-4990-A928-A446B35B915A EXHIBITB 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 sess :on , pc1mit, validation or extension at a Park ing Location through the PayilyPhone mobile payment service (whether or not any amount is payable to Client by the user), (b) a refund, (c) a charge reversal and (d) any other operation for which PayByPhone incurs a fee from its gateway provider or an acquirer, if applicable . ITEM PRICE ONE-TIME SETUP FEES Signage -first round of signagc production at service launch (installation not In cluded 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 1 Integration with enforcement solution software : PayByPhone will include I lncluded complimentary enforcement integration Standard PayByPhone city dynamic label Included T/ufNSACTION FEES Houri.)' Parking : Client pays to PayByPhone per Transaction -City serves as Merchant of Record $0.35~ (Client may charge user a non-embedded , on top of price of Conven ience Fee of $0 .35) Monthly Parking Option: Client pays to Pa yByPhone per Tran action-City serves as Merchant of Record S 1.002 (Client may charge user a non-embedded , on top of price of Convenience Fee of Sl.00) Resident Rate Zero Fee Offering: Verified via PayByPhone's Rights & Rates S0.00 per authorized solution (priced below). re idents will receive a SO cost Convenience Fee if the resident ''double code offering" (,ce description below) is utilized . Monthly minimum of rota! Transaction Fees Waived OPTIONAL FEES Additional Cu .tom dynamic label Sl,000 Mobile payment service setup fee for Additional Parking Locations Waived lVR setup fee Waived IV R additional per transaction fee 4 Waived -Included with standard transaction fee Rights & Rate setup fee Re duced ssoo Rights & Rates monthly subscription fee for one (I) Right S 1 99 per month Validation Por1al setup fee S I .500 Document Ref: I5PN4-XTQMF-OWVPR-MAW82 39 DocuSign Envelope ID : 13318CA0-0A7B-4990-A928-A446B35B915A Exirmn n PA YBYPIIO:\E FEE:-. ' Validation Portal monthly :-ubscnption foe S:!5Ll p~r Par_·ing Locatio11/mo ' -------------------------------------------------- NOTES: Mobile paymcnl scn·iccs setup fee (if applicable) includes cc nfiguration, 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 ciements of the Pay By Phone Portal. 2 Any change in the Parking Rate will nor affect the price the Client will pay to Pa_yByPhonc per Transaction. The Convenience Fee may only be increased by mutual agreement of both patties_ Serv ic es covered by the Trnnsaction Ft::c include interactive voice response solution (IVR). Client is responsible for paying all Transaction: Fees for all Transactions made through the PayByPhonc mobile applicatitJn, web application. and /or !YR (i r applicable), 1 Client is re pon ible for paying its own credit card processing and merchant bank ~M: 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 \Vil! be used by residents only. which provides a _: 0 Cotn-cnicncc Fee opti\')n for residents. a. If a non-resident were to try to use thi s resident location and they wen: not authmizcd via Rights & Rates. they would he inslructtd to utilize the stanJarJ location c ldc. Document Ref: 15P N4-XTQMF-OWVPR-MAW82 40 DocuSign Envelope ID : 13318CA0-0A7B-4990-A928-A446B35B915A Contract no. 23-051 -0 2 EXHIBIT C TIMELINE/ SCHEDULE/SIGNAGE f PayByPhone & City of Miami Beach L Planned Seo e of Work & Tlmeline • Mobile Payments ~1,t/ e,:uno!~$ d~:t!1 !Y.ld :tr.¥/rarr:t!. ~'t dt,:titm!~n: ~~ •r,f(l{r,ot:ry b-ti?q ;,re\ ,~-td !o Poyn-;i>f:or.~ a~• th:-C:.;, Ar,tfdpattd Stitt Oat• 12/b!.:Oll ~~~ Ouc-o~sion lll/27iZJn y,, •• ,,o, ?"'""'°' l/1.'2(12'1 l/Bi262> ~~•~/~jAf\l r ... ,t rt.u,.,~110"' ,El'lfctc~me"t ~S-g:'\,,_,;-,.,~t•ll•t•Or "Pleirt•,r-t c;~t,~;· lnltl•tln1 l u<I O.siin,atlon ,c!tr pof:'/?,f!.l~(ill!' Document Rel: 15P N4 -XTQMF-OWVPR-MAW82 i'rl){u,cm~n:. C,ty •,1,ot'lidtr ~.uk1:ia:. .... "~t~! ________ _ ~1-P ,mn•e.,.,.~nt-it~r..,n, f,r,.-r,tt", T, :.-:cou r,l l\\i~•i"·T("l"t ·nti:i~r ,11ooiE~4or(e 1\11,~lt\ii\l c..ty/o:\r,,n.R le.tm U1i,n.a11111d Tut.. 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Signature IP address: 172 .56.105 .2 10 Location : Seattle, United States ATTACHMENT A RESOLUTION & COMMISSION AWARD MEMO 42 43 RESOLUTION NO~ 2024-32867 \__ --~ ----------- A RESOLUTION OF THE MAYOR AND CITYCOMiVIISSION OF THE CITY OF MiAI\III BEACH, FLORIDA, APPROVING THE .AGREEMENTS WITH PARKMOBILE, LLC, AND PAYBYPHONE US INC., FOLLOWING· THE SUCCESSFUL NEGOTIATIONS· BY THE ADMINISTRATION, PURSUANT TO REQUEST FOR QUALIFICATIONS (RFQl NO. 202~-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 Februaiy 1, 2023, the Mayor and City Commission approved to issue an RFQ for mobile parking payment solutions; and WHEREAS, Ot1 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. • Honkmobil~ 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 t_o con.sider proposals; ~nd • 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 propo.sai; and WHEREAS, the Committee. was instruqted 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 rank(;ld -PayByPhone US Inc. 3rd ranked -Parkeon, Inc. (Flowbird) 4th ranked -Mobile Smart .City Corp 5th ranked -HonkMobile USA LTD. 7 44 6th ranked -Passpo,rt Labs; Inc. 7th ranked -Zipby USA LLC 8th ranked ~ Hotspot Parking Inc . . 9th ranked-Fro.gparkir,g, Inc. WH~REA$, on June 28~ 2023, via Resolution No. 2023-32625, the Mayor and City Commission authorized the Administration -to ~imultaneou~ly negotiate with ParkMobile, LLC, and PayByPhone US Inc., the first and seccmd-ranked firms, respectively, with the final negotiated Agreemelit{s) subject tq the prior approval of the Mayor and City· Commission; and • WHEREAS, a~ qirected by the City Commission-, the Adm_inistration successfully negotiated agreements with ParkMobile, LLC a.nd PayByPhor,e US Inc. NOW~ THEREFORE, B'E IT DULY. RESOLVED BY THE MAYOR AND CITY ·coMMIS$10N OF THE CITY OF MIAMI BEACH, FLORIDA, that the Mayor and City Commission approve the agreements witn ParkMobile, LLC, and PayByPhone Us Inc., following the successful negotiations by the Administration, pursuant to request for qualificatiom~ (RFQ) No, 2023-051-wg for Mobile Parking pgynient ·S·ystems; 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_ Jt4nkc,ry 2024. RAFA.EL I;:. GRANADO, CITY CLER~JY-1,111 STE:VEN MEINER, MAYOR- A~~ .. ~~~ • f /~\ . • • 'I \ {INCORP ORATE~ J \~. .h;'fof '"t.*c-~,f'~-' ....... ~ Sponsoted by Commissioner Alex J. Fernandez 8- :APPROVED AS TO FORM & LANGUAGE & FOR EXECUTION . 45 MIAMI BEACH Agenda Item: C2 D Date: 1-31-2024 C~y of Miami Beach, 1700 Convention Center Drive, Miami Beach, Florida 33139. www.miamibeachfl.gov TO: FROM: DATE: COMMISSION MEMORANDUM Honorable Mayor Steven Meiner and Members of the City Commission Alina T. Hudak, City Manag~ January 31, 2024 (f-,, ,. SUBJ~CT: 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 TQ REQUEST FOR QUALIFICATIONS (RFQ) NO. 2023-051-WG, FOR MOBiLE PARKING PAYMENT SYSTEMS; AND AUTHORIZING THE CITY MANAGER AND C_ITY CLERK TO EXECUTE THE FINAL AGREEMENTS RECOMMENDATION It is recommended that the M~yor and City Commission adopt the Resolution approving the- agreements with Pa_rkMobile,. LLC, and PayB,YPhone ·us, Inc., pursuant to Request for Qualifications (R.FQ) 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 Mo.bile parking payment systems provide an alternative to the traditional ways of paying for parking Sl,1¢h as parking meters. Many firms offer mobile parking payment technology to use.rs thro·ugh 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 w~s .set to expire on February 23, 2023. On October 26_,. 2022, the City Comtniss•ion directed the Administration to explore options for contracting with the best mobile parking payment application servic~. 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 fallowing: 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 46 2jPage 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 2·02s. The. other four ( 4) agencies responded that they were piggybacking off the City of Miami/Miami Parking Authority Contract. • The City qf Miami/Miami Parking Authority's co·ntract with PayByPhone is similar to the City's current contract with ParkMobile in that it allows for a resident discount rate and does n·ot charge residents a transaction fee. However, uniike the City's cljrrent c;:ontract, 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 estimat~ is based or, 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 preferenc13 language that typically precludes other agencies from piggybacking. Staff was unable to identify a contract awarqed 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 ag~ncy's Gontract without modification. During the research. process, staff learned that some jurisdictions (e.g., the City of Tampa) had awarded contracts for mobile park,ing payment solutions to n:,ore 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 s.olution provider used by a majority of neig_hboring jurisdictions. The solicitation would aJso allow an award of a contract to more than one mobile parking payment solutions provider if the City Commission deems that doing so is fn the City's best interest On February 1, 2023:, the Mayor ~nd 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 pa"yment 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., conve.ned to consider the proposals received. The results of the Evaluation Committee process are detailed in Attachment A ahd resulted in the following rankings: 1st ranked-P~rkMobile,. LLC 2nd ranked -PayByPhone US inc. 3rd ranked -Parkeon, Inc. (Flowbird) 4th ranked -Mobile Smart City Corp 4 47 3, IP a g o=.i -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, tLC, and PayByPhone U~:nnc., the first and second-ra11kec;rfirms, 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:f>aybyPhone to·our payment options will·furtherfacilitate 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 wa.iver of transaction/<;:onvenience fees and agreeing to an acceptable res•ident access format resulted in extensive negotiations. ParkMobile waives transaction fees for City residents. Pay,byPhone 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 arid a cooperative spirit, this goal was reached. The negotiated Agreements are attached h·ereto as Attachment A. The most significant terms are hi_ghlight~d below. 0 The initial term of this Agreement shall be for a period of five (5) years. At the City Manageris sole ~nd 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. 0 Both firms have ~greed to waive transaction/cpnyenience fees for City residents. 0 s·oth firms agree to Transaction/Convenience fees for non-residents of $.35 per session. 0 PaybyPhone and ParkMobile will collaborate to provide signage (ParkMobile will design, procure and deliver the signage and PaybyPhone will cover all costs). 0 ParkMobile will continue to utilize the current zones deployed throughout the City. • For non-residents, PaybyPh·one will utilize the same zones deployed by ParkMobile. • However, for residents, PaybyPhone will. require unique zones to access the $.35 transaction fee waiver. LOBBYl·ST 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 wtiich, as defined in Code Sec. 2-481, includes a principal engaged in lobbY.i.ng? No 5 48 41Page -2. If so, specify name of lobbyist(s) and· priAcipal(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 collecteo. through ParkMobile. Pursuant tQ this agreement ParkMobile al"ld PayByPhone will collect parking revenue for the City oJ .Miami Beach. A $.35 transaction/convenience fee is charg~d to non-residents. Transaction/conven.ienGe-fees· are waiVed for City of Miarni Beach residents. ACCOUNTS·. • This is. a revenue coUection. aQreement. Ga-NCLUSION: Based on the· foregoing, it is recommended that the Mayor .and City Commission adopt the Raspl_ution, -approving the-agre~ll'.lents with ParkMqbile, LLC, and PayByPhone us Inc., pu~uant to Request for Qualifications(RFQ) No. 2023-051-WG, for mobile parking payment systems. The Resolution also aµthorizes th~ City· Manager-an_d· City Clerk to execute the final agreements with Park.M~bile, LLC, and PayByPhone US Inc. -ATTACHMENTS: .A ---Agreement. with ParkM·obile, LLC 8 --Agreement with PayByPhon~· US loc. 6 49 ATTACHMENT A PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF MIAMI BEACH AND PARKMOBILE, LLC FOR Contract no.23-051-01 MOBILE PARKING PAYMENT SYSTEM, PURSUANT TO REQUEST FOR QUALIFICATIONS 2023-051-WG This Professional Services Agreement ("PSA") and the ParkMobile, LLC. Service Agreement tService Agr~ement"J, collectively, the "Agreement" is entered into this ____ ("Effective Date"), between the CITY OF MIAMI BE"CH, FLORIDA, a municipal corporation organ·ized and existing under the laws of the State -of Florida, having its principal offices at 1700 Convention Center Drive, Miami Beach, Floriqa, 33139 (the "City''), and ParkMobile, LLC, a Delaware Limited Liability Cqrporation, whose address is 1100 Spring Street Northwest. Suite 200, Atlanta, GA 30309 ("Vendor" or "ParkMobile"), Additional Parking Locations: Agreement: Authorized User: City Manager: City Manager's , Designee: Vendor Ii::' Rights: SECTION 1 DEFINITIONS As defined in Section 12.1 of the Agreement. This Professional Services Agreement between the City and Vendor, including any exhibits and amendments thereto and the ParkMobile Service Agreement, collectively the "Agreement". 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. The chief administrative officer of the City. The City staff member who is designated by the City Manager to administer this Agreem·ent o_n behalf of the City. The City Manager's designee shall be the Parking Department Director. For the purposes of this Agreement, Vendor shall be deemed to be an independent contr~ctor, and not an agent or empioyee of the City. Any and all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to 1;1ny patent, copyright, trademark, trade secret. database protection, or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world. ' ' 1 9 50 Parking. Locations: Platform: Services: Transaction Fee: Exhibit 8 Parking R.ate: ParkMobile Application: Proposal Documents: Risk Manager: Transaction Data: User Profile Data: Contract no.23-051-01 The loca\ion or locations of City's on-street parking, off-street parking., reservation par.king, parking lots, parking decks, permitted parking, and other facilities where ParkMobile. Users may park. 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, manag~ arid/or monitor parking sessions, parking rates, and/or parking restrictions associated with City's Parking Locations. The Park.Mobile Application, the • Platform, and all services, work and actions by the Vendor performed or undertaken pursuant to the Agreement. The Fee charged by the Vendor to the user per transaction as set forth in The fee charged by the City for use of the parking space. Any and ~II 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 shall mean City of Miami Beach RFQ No. 2023-051- WG for Mobile Parking Payment System, together with all amendments thereto, iss1.,1ed 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 anq this Agreement, the following order Of precedent shall prevail: the Professional Services Agreement; the RFQ; the Services Agreement, and the Proposal. 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. lnfOrmatioFl 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. Any information about or with respect to Park.Mobile users· that is not related 'to parking ses$ions at the Parking Locations, including without 10 51 Contract no.23-0Sl-O1 limitation, information provided by users upon registration for a ParkMobile account and data about the user's actlvity in the ParkMobile account or the Application. Merchant of Record: Refers to t!Je entity tt\at, 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. SECTION2 SCOPE OF SERVICES 2.1 In consideration of the Fee to be paid tQ Vendor by the City, Vendor shall provide the work and services described in Exhibit "A" hereto (the "Ser:vices"). Although the Vendor may be provided with a schedule of the avaiiable hours to provide its Services, the City shall not control nor have the right to control the hours of the Services p·erformed oy the Vendor; where the Se_r:vices 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 a.nd conditions set forth in ·Exhibii "Bn andto the reasonable satisfaction of the City Manager. If there are any questions regarding the Services to be performed, the Vendor should contact the foilowing 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 Vendo'r's Services, and any deiiverables 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 u·pon the mutual written agreement of the parties, the "Services", as further defined in Secticm 1 ). ParkMobile shall renqer 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 ParkMobUe 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 52 Contract no.23-051-01 If the City requires additional work and/or services that are not included in this Agreement, rarkMobile and the City shall negotiate such additional work and/or services, mulually c1grtJtJ un the amoL,Jnt of addition~! compensation,. ar:id 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 reasonabiy require in relation to using the Services. In ·furtherance of the foregoing, Park.Mobil~ agrees to provide the City with preventative ma,intemance, corrective maintenance, adaptive maintenance and online, on-site and telephone support with respect to the Services. Each of PatkMobile and the City shall promptly notify the other of any errors or f nterruptions 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) Gorrected software applicable to the Services; {ii) corrected materials in hard copy or electroni~ form describing the use and ope(ation of the software appli~ble to the Services, including any manuals and programming tools; (iii) ir,istructions 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 a.ct on behalf of the other p~rty other th~n as set forth· in this Agreement or to enter into any contract or to in.cur 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 p~rty 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 ahd conditions of this Agreement, all applicable laws and regulations, and City's payment bffeesl ParkMobile hereby grants the City the nonexclusive, none.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 tne 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. l'n. all instances, the City's use ofthe 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 53 Contract n~.23-051-01- 2;9 Proposal Documents. Notwithst~nding the description of ParkMobile's services and wit!'loijt limitatio·n, ParkMobilo 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 it'lcorporated by reference as if fully set forth herein). SECTION 3 TERM The term -of this Agreement ("Term") sha.11 commence.on the date identified in the notice provided by the City Manager's Desigliee stating that all initial slgnage contemplated under Section 10.11 has been installed {"Signage Installation Notice"),. and shall nave an initial term of Five (5) years, with two (2) additional two-ye~r re11ew~I options, to be exercised at the City Manager's sole option and discretion, by providing Vendor with written n·ouce of same no less than thirty (30) days prior to the expiration of the initial term. Notwithstanding the Term provided herein, Vendor !:ihall adhere to any specific timelines, .schedule~. date~. 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 F~E 4.1 City shall reimburse ParkMobile as s~t forth in Exhibit B and in accordance with Section 4.6. ParkMobile may propose· an increase in the end user fees outlined in Exhibit a,. not more often than once iii a calendar year, to adjustfor 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 v.aried 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 Sigliage 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. Park.Mobile's prices do not include sales, use, revenue or excise taxes, and accordingly, in addition to the price specified herein; tt,e amount of any sales, use, excise or other similar tax ~pplic_able to the Services provided hereunder shall be paid by the City, including any taxes appl'icable on fees paid by the cons.umer1 or, in lieu thereof, City shall provide ParkMobil.e with a tax exemption certificate issued by the appropriate taxing authority. 4.3. Billing Disputes. The City shall not be entitled to suspend payment 9f any disputed invoice$. Any disputes must be submitted to ParkMobile in writing and with an explanation of the reason far 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 54 Contract no.23-051-01 ParkMobile shall charge the City for ordinary, necessary and reasonable third party costs only on direct cost basis and only after the prior written approval of the City. 4.5 Merchant of Record for Prepayment Method. For any fees collected by Parkmobile via prepaid cards, Google Pay, Apple Pay PayPal or a similar prepayment application, the parties designate ParkMobile as the merchant of record. On a monthly basis, ParkMobile shall provide the City a report of all transaction fees collected on their behalf and issue a reimbursement check to the City. All fees paid under this Section 4.5 shall be paid to the City no later than 45days after invoice. 4.6 Invoices. ParkMobile will issue invoices to the City on a monthly basis for all fees due to ParkMobile under this Agreement. All payments due under t_his Agreement shall be paid within thirty ( 45). days of the, invoice date. All invoices shall include a detailec! description of the Services (or portion thereof) provided. All invoices submitted to the City shall be submitted to· the. following address: Accounts Payable: Payables@miamibeachfl.gov SECTION 5 TERMINATION 5.1 TERMINATION FOR CAUSE BY THE CITY a. If either party shall fall to fulfill or ·otherwise violate any of the covenants, agreements, or stipulations in this Agreement, and such material breach rernains uncorrected for thirty (30) days after receipt of notice by the otnei-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 su~h 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 CONV~NIENCE 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 55 Contract no.23-051-01 SHALL BE THE TOTAL EXTENT OF THE CITY'S LIABILITY TO PARKMOBILE UPON A TERMINATION AS PROVI_DED FOR IN THIS SECTION. ADDITIONALLY, IN THE EVENT OF A PUBLIC HEAL TH, 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 notjce 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 receive$ 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 liqu_idation proceedings or pro<;:eedings to be adjudicated as voluntarily bank~upt; (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 ParkM0bile all materials in its possessjqn 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 56 Contract no.23~051-01 hereunder, whether or not notice of such indemnification clain, 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, om'issions 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 oJ 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 inj,ury 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, fhen 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 57 Contract lio.23-051-01 D. Umbrella Liability Insurance in an amount no l~ss than $5,000,000 per occurrence. The umbrella coverage must bo as broad as tho primary General Liability coverage. Additional Insured -City Qf 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 furnish~d in connection with such work or operations and automobiles pwned, leased, hired or borrowed in the form of an-endorsement to the Vendor's. insurance, Notice of Cancellation -Each ·insurance policy .requir~d above shal_l 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 reQeived. a waiver of subrogation end_orsement from the ~Ure~ • Acceptab.ility of Insurers -Insurance must be placed with insurers with a current A.M. Best rating of A:V.11 or higher. If not rated, exceptions may be made for mer:nbers of the Florida lnsu.ra.n.c~ Funds (i.e. FWCIGA, FAJUA). Carriers may 1;1lso be considered if they .are licensed -anq authori~ed to do insurance business in the State of F·lorida. 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 ce~ifk:ates 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 Vendo~s obligation to provide them. The City reserves, the right to require complete, certified copies of an 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 lnsura11ce Compliance Services P.O. Box947 Murrieta, CA 92564 Kindly ~ubmit all certificates of ins.urance, endorsements. ,exemption letters to our servicing agent, EXIGIS, at: Certi.ficates-m1amibeach@riskworks.com Special R,isks or Circumstances -The City of Miami BE;1ach reserves the right to modify these requireme.nts, including limits, ·based on the nature of the risk, prior experience, insurer, coverage; or other special circumstances. C<;>mpliance with the foregoing requirements shall not relieve the vendor of his liability and obligation under tnis section or under any other section of this agreement. 9 17 58 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 enforceabie 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 o·F 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 he 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. • SECTION9 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 59 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 feder~I government. as applicable. • 9.3· PATENT RIGHTS; COPYRIGHT: CONFIDENTIAL FINDINGS a. ParkMobile agrees to defer.id 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 P~rkMobile 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 n·o admissions or other stat~ments whi~h may be prejudicial to ParkMobile. In n9 event shall City consent to any judgment or decree or do any other act in com promise of any such claim without ParkMobile's express prior written consent. In-no event will ParkMobile be liable for the payment of any amount agreed to in settlement without its express consent. b. In the !3Vent 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 Unitec;I 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 s.oftWare, 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 specification~ if such infringement would have been avoided but for use of the· Services not in accordance with P;arkMobile 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 lnfonnation"} (including the terms of this Agreement and any information provided by the other party that is confidentially maintained ot 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 co.nfidential, given the context} except: 11 19 60 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 disclosir:ig 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 61 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 tlme, within budget and in conformance with the contract documents and applicable law. The Inspector G~neral 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 th~ 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 prqcurement process including but not limited to project design, bid specifications, (bid/proposal) subtnittals, 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 st"!all 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, ba~k-chahge 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 avaiiable at its office at all reasonable times the records, materials, and other evidence regarding the acquisition (bid preparation) and performanc;e 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 62 Contract no.23-051-01 i. 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 ijll 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 hereund~r. 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 disGrimination 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 63 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 cquld 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 deleg~te 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 c.omply with Florida Public Records law under Chapter 119, Florida Statutes, as may be amended from time to time. (B) The term "public record~" 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 !aw; (.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 disclos!-lre 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 eopy 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 64 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 l'T)ay be subject to penalties under s. 119.1 O. (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 r,otices 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 busi·ness days after the notice is sent is not liable for the reasonable costs of enforcement. (F) IF THE VENDOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE VENDOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT: CITY OF MIAMI BEACH ATTENTION: RAFAEL E. GRANADO, CITY CLERK 1700 CONVENTION CENTER DRIVE MIAMI BEACH, FLORIDA 33139 E!"MAIL: RAFAELGRANADO@MIAMIBEACHFL.GOV PHONE: 305-673-7411 10.8 FORCE MAJEURE (A) A "Force Majeure" event is an event that (i) in fact causes a delay in the performance of the Vendor or the City's obligations under the Agreement, and (ii) is beyond the reasonable control of such party unable to perform the obligation, and {iii) is not due to an intentional act, error, omission, or negligence of such party, and (iv) could not have reasonably been foreseen and prepared for by such party at any time prior to the occurrence of the event. Subject to the foregoing criteria, Force Majeure may include 16 24 65 Contract no.23-0S1-01 events such as war, civil insurrection, riot, fires, epidemics, pandemics, terrorism, sabotage, explosions, embargo restrictions, quarantine restrictions, transportation accidents, strikes, strong hurricanes or tbrnadoes, 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 ~ Fc;,rce 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 66 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 Agre~ment, entitling City to terminate the Vendor's contract for cause. (3) A contract terminated under the foregoing Subsection (8)(1) or (8)(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 (8)(1) or (8)(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 (8)(1 ), V~ndor 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-exclusiv~ 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 t~at the representatives of the parties shall communicate directly with 18 26 67 Contract no.23:..051-01 one another and work directly with one anotner to ensure that all Services provided hereunder -are completed on a timely and complete bc;isis. All meetings pursuant to this Section 10.11 may be face to face, video or telephonic meetings as may be agreed upon by the parties. Each party shall bear its own costs of attending or participating in such meetings. 10.12 SIGNAGE ParkMobile shall, at no cost to the City, coordinate with PayByPhone to design, procure, and deliver all signage for the Parking Locations, including any signage necessary to replace outdated signage placed t;1t 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, .ParklVJobile 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 eac_h Parking Location. SECTION 11 NOTICES . Until changed by notice, in writing, au such notices and communications shall be addressed as follows: TO VENDOR: TO CITY: ParkMobile, LLC 1100 Spring Street Northwest, Suite 200 Atlc:1nta, GA 30309 Attn: Brooke Krieger For legal notices: With a copy to ParkMobile's Legal Department at the above address and to legal-notices@parkmobile.io City of Miami Beach, Parking Department C/0 Parking Director 1755 Meridian Avenue, 2nd Floor Mi~mi Beach, Florida 33139 MonicaBeltran@miamibeachfl.gov AU 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 68 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 Adqitional Parking Locations or parking spaces. 12,2 SEVERABILITY If any term or provision of this Agreement ls 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 p~rmitted 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 th~t they have sought and received. whatever competent aqvice and counsel as was necessary for them to forrn ~ full and complete understanding of all rights and obligations herein and that the preparation of this Agreement has been a joint effort of the parti~s. 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, 1;1nd 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 a4thorized 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 69 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 dF OR IN CONNECTION WITH ANY THIRD PARTY HARDWARE USED IN CONNECTION WITH THE SERVICES TO BE PERFORMED HEREUNDER BY SUCH PARTY OR THE RES\,JLTS 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, cor~spondence, 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 70 Contract no.23-051-01 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their appropriate officials, as or lhe dale nri:;l entered above. FOR CITY: ATTEST: By: Rafael E .. Granado, City Clerk Date: _________ _ FOR VENDOR: PARKMOBILE, LLC By: _________ _ Print Name and Title Date: _________ _ CITY OF MIAMI BEACH, FLORIDA Alina T. Hudak, City Manager APPROVED AS TO FORM & LANGUAGE & FOR EXECUTION ~ '4~-~ \2,/2,[ 2.-, }1, City Attorney §tJ't'" Date 22 30 71 EXHIBIT A SERVICE AGREEMENT 23 31 Con~ract no.23-051-01 72 EXHIBIT B FEE SCHEDULE Contract p.o.23-051-01 ParkMobile shall charge the end user an end-user fee as outlined in the pricing below: Convenience Fee paid by Residents Convenience Fee paid by Non.Residents utilizing ParkMoblle Wallet Convenience Fee p~ld by Non-Residents without utlllzing ParkMobile Wallet 24 32 $No Fee $0.30 $0.35 73 ATTACHMENT B Contract no. 23-051-02 PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF MIAMI BEACH AND PAVBYPHONE US INC. FOR MOBILE PARKING PAYMENT SYSTEM, PURSUANT TO REQUEST FOR QUALIFICATIONS 2023-051-WG This Professional Services Agr~ement ("PSA") and the PayByPhone US Inc., Service Agreement ("Service Agreement"), collectively, the "Agreement" i.s entered into this ____ ("Effective Date"), between the CITY OF MIAMI BEACH, FLORIDA, a municipal corporation organized and existing under' the laws oft.he 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 Yori<, New York 10005 ("Vendor" or "PayByPhone"). Additional Parking Locations: Agreement: City Manager: Gity Manager's Designee: Vendor IP Rights: SECTION 1 DEFINl11ONS As defined in Section 12.1 of the Agreement. This Professional Service_s Agreement between the City and Vendor, including any exhibits and amendments thereto and the PayByPhone Service Agreement, collectively the ~Agreeme.nt". The chief administrative officer of the City. The City staff memberwho 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. For the purposes of this Agreement, Vendor shall be deemed to be an independent contractor, and not an agent or employee of the City. Any and all registered and unregistered rights granted, applied for, or otherwise now or hereafter in exi~tenc.e under or related to any patent, copyright, trademark, trade secret, database protection, or other intellectual property rights laws, and ~II similar or equivalent rights or forms of protection, in any part of the world. 1 33 74 Parking Locations: Platform: Services: Convenien~e Fee: Parking Rate: Transaction Fee: Proposal Documents: Risk Manager: Transaction Data: User Profile Data: Contract no. 23-051-02 The locatiqn or locations· of City•~ on-street parking, off-street parking, reservation parking, parking lots, parking decks, permitted parking, and other facilities where PayByPhone users may park. 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. The PayByPhone applications, the Platform and all services, work and actions by the Vendor performed or undertaken pursuant to the. Agreement. The fee charged to the user by the City, as set forth in E);(hibit B, that is non-embedded and on top of the Parking Rate. The fee charged to the user by the City for use of the parking space. The fee charged· by the Vendor to the City per Transaction as set forth in Exhibit B. Proposal Docl!ments shall' mean City of Miami Beach RFQ Nf:>. 2023-051- WG for Mobile Parking Payment System, together with all amendments thereto, issued by the Cfty in contemplation of this Agreement RFQ, and the Vendor's proposal in rE;isponse thereio ("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. 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. lnformati~n 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. 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 75 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. SECTION2 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 "N' hereto (the "ServiGes"). Although the Vendor may be provided with a schedule of the available hours to provide its Services, the City shall not control norhave 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"N' 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 Qepartment 175$ Meridian Avenue, 2nd Floor Miami Beach, Florida 33139 (305) 673-7000 ext. ~6863 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 des·cribed. 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 request~d 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 nQt limited to, a third party delaying integration set up. 3 35 76 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 $ervices, 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) correc;ted 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) instructio·ns 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 m1,Jtually 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 ~ther party other than as set forth in this Agreement or to enter into any contract or tp 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 i.t 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 grant.s the City the nonexclusive, non- transferable, non-sub-licensable, revocijble 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 pc;1rty 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 77 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 i_ncorporated by teference as if fully set forth herein). SECTION 3 TERM The term of this Agreement ("Term") shall commence on fh~ 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 C'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, schequles, 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 ~nd in accordance with Section 4.2. PayByPhone may propose an increase in the Transaction Fees· outlined in E:xhibit 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. Howeyer, 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@miamibeachfl.gov 4.3 Taxes. PayByPhone's -prices do not include sales, use, revenue or excise taxes, and accordingly, in ijdditior:i 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 Ci~y. 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 ih 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 78 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 orie (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 l?\JCh material breach remains L!ncorrected 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 Qe 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 THAi 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 HEAL TH, WELFARE, OR SAFETY CONCE;RN, 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 79 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) co.nsent to the filing of a petition seekin·g 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 ot 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 80 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 lnd~mnifying 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 Stat[Jte, 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 81 Contract no. 23-051-02 Additional Insured -City of Miami Beach must be included by endorsement as an additional insured with respect to all commercial general liability policies. arising out of work or operations performed on behalf of the Vendor including materials, parts, or equipment furnished in connection with such work or operations and automobiles owned, leased, hired or borrowed in the form of an endorsement to the Vendor's insurance. Notice of Cancellation -Each insurance policy required above shall provide that coverage shall not be cancelled, except with notice to the City of Miami Beach c/o EXIGIS Insurance Compliance Services. • Waiver of Subrogation -Vendor agrees to obtain any endorsement that may be necessary to affect the waiver of subrogation on the coverages. required. However, this provision applies regardless of whether. the City has received a waiver of subrogation endorsement from the insurer. Acceptability of Insurers -Insurance must be placed with insurers with a current A.M. Best rating of A:VII or higher. If not rated, exceptions may be made for members of the Florida lns4rance 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 th~ work beginning shall not waive the Ven·dor's obligation to provide them. The City reserves the right to require complete, certified co.pies 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. Box947 Murrieta, CA 92564 Kindly submit all certificates of insurance, endorsements, exemption letters to our servicing agent, EXIGIS, at: • Certificates-miarnibeach@riskworks.com Special Risks or Circumstances -The City of Miami Beach reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances. Compliance with the foregoing requirements shall not relieve the vendor of his liability and obligation under this section or under any other section of this agreement. 9 41 82 Contract no. 23-051-02 $ECTION 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 ~II of the terms or com;titions herein, exclusive vemue 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 $0 doing the City can p.lace 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 actio_n for breach of contract to be limited to a maximum ~mount of one times the total ~mounts paid to PayByPhone under thi!:? agreement in the 12 month period preceding th.e event giving rise to the claim .. Accordingly, and notwithstanding any other term or condition of this Agreement, Vendor hereby agrees that tt)e City shall not be liable to the Vendor for oamages in an amount in excess of one times the total amounts paid to PayByPhone un,der thh; 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 liabl.e for consequential, special, indirect or incidental damages, including but not limited to an¥ damages resuiting 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 a<;tvised of the possibility of such dama·ges. • :SECTIONS 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 83 Contract no. 23-051-02 9.2 COMPLIANCE WITH APPLICABLE LAWS In its performance of the Services, Vendor shall comply with all appJicable 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 detennination 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_ c.ompromise 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, PayByP_hone shall, at its option, either: i. promptly render the product non-infringing and capable of providing services ~s 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 it_s product with software, hardware, data, or equipment not supplied by PayByPh9ne 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 infring~ment wouid 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 wQuld 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: L with the other party's consent; 11 43 84 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 who~e confidential information would be disclosed in breach, and shal.I 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 "NoticesD 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 85 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 ~f an existing City project or program may include a report concerning whether the project is on time, within b1,Jdget and in conformance with the contract documents and applicable law. The Inspector General shall have the power to audit, investigate, monitor, oversee, inspect ahd 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 ele.cted officials to ensure compliance with the contract documents. and to detect fraud and corruptioA. 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 lnspector General shall have the right to inspect and copy all documents and records in the Vendor's po~session, 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 successfui subcontractors and suppliers, all project-related correspondence, memoranda, instructions, fil'.lancial 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 $tall 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: i. 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 86 Contract no. 23-0S1-02 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 suppljers. The Vendor shall incorporate the provisions in this section in e1II subGQntr1::1cts 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 ta 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, Swam 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 discriminatiqn anyone· on the grounds of race, color, national origin, sex, a·ge, disability, religion, income or family status. Additionally, Vendor shall comply fully with the City of Miam_i Beach H4man 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 orig_in, religion, sex, intersexuality, gender identity, sexual orientation, marital and famiiial 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 referenee as if fully set forth herein. 14 46 87 Contract no. 23-051-02 Vendor c~:>Venants that it presently has no interest and shall not acquire any interest, directly or indirectly, which could GQnflict in ariy manner or degree with the perfqrmance 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 l;>usiness 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 recoros 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 88 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. 119.1 O. (E) CIVIL ACTION. (1) If a civil action is filed against a Vendor to compel production o( public records relating to the City's contract for services, the court shall assess and award against the Vendor the reasonable costs of enforcerrient, 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 Vendors 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 AP-PLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE VENDOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AG.REEMENT, 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: RAFA'ELGRANADO@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 89 (C) (D) (E) 10.9 (A) Contract no. 23-051-02 inclement weather, or failure to secure any of the required pem'lits pursuant to the Agreement. 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 ofevent 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, ano (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. 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. 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. 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 d~lays a party's perfc;,rmance 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; foilowing 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. E-VERIFY Vendor shall comply with Section 448.095, Florida Statutes, "Employment Eligibility" ("E- 17 49 90 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 t_he City's written request, otherwise demonstrate Vendor's compliance with Section 448.095 as described therein. Additionally, Vendor shall expressly require any subcontractor petformln-g 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 fi;lith 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) l.f 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 (8)(1) or (8)(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 (8)(1) or (8)(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 (8)(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 1,8 50 91 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 ParkM0bile 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 ph_ase areas. The City is responsible for the installation of all signs and decals. Ihe num_ber 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: TO CITY: PayByPhone US Inc. c/o PayByPhone Technologies Inc. S00-1290 Homer Street Vancouver, BC V6B 2Y5 Canada Attn: Legal With a copy to: .legal@paybyphone.com Cjty of Miami Beach, Parking Department C/O Parking Director 1755 Meridian Avenue, 2nd Floor Miami Beach, Florida 33139 MonicaBeltran@miamibeachfl.gov All notices mailed electronically to either party shall be deemed to be sufficiently transmitted. 19 51 92 SECTION 12 MISCELLANEOUS PROVISIONS 1.2.1 CHANGES AND ADDITIONS Contract no. 23-051-02 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 Locationsp) or to add parking spaces to an existing Parking Location, the amendment will be effective against both parties if it is in the form of email between implementation personnel of the parties and, effective the date of such email, the Exhibit B will be read to include these Additional Par~ing 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 :acl<nowledge tha~ 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 oy ,p~rties to express their mutual intent and the resulting document shall not, solely as a m~tter of judicial construction, be construed more severely against one of the parties than the other. 12.5 REPRESENTATIONS and WARRANTIES Each of PayByPhon~ 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 93 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 a,nd 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 FAUL TS RELATED TO ANY THIRD PARTY HARDWARE OR EQUIPMENT AS MAY BE REQUIRED FOR USE OF TH.E 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 Ve.ndor 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 con~ined 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 in.tended to confer any rights or obligations upon the parties to this Agreement. [REMAINDER OF THI.S PAGE LEFT INTENTIONAlL Y BLANK] 21 53 94 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: ATTEST: ay: Rafael E. Granado, City Clerk Date: _________ _ FOR VENDOR: PAYBYPHONE US INC. By: ___________ _ Satyajit (Sonny} Samra, President Date: _________ _ 22 54 CITY OF MIAMI BEACH, FLORIDA Alina T. Hudak, City Manager APPROVED AS TO FORM & LANGUAGE & FOR EXECUTION { ~\/'7-- City Attorney ~ \Z/22/2..-s Date 95 E.XHIBITA SERVICE AGR~EMENT 23 55 Contract no. 23-051-02 96 Contract no. 2:}-051-02 EXHIBIT A COOPERATION AND SERVICE AGREEMENT For ibe purposes i>ftliis E~IQit C-Cooper~tion and Service Agreemel\t, "P,ayByPhone'' shall mean PayByPhone US lnc,7 a _provider of.enhanced mobile commerce solutions, a "Delaware cotporatioh with its address at 48 Wall. Street, Sµite I l00, New Y 01:k, :New Y orlc 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 PA YMEN'T PLATFORM AND Ai>PLiCATiONS 1.1 PAYBYPHONE 'MOBILE PAYMENT.APPLICATION PayByPhone agrees to roll out_ the PayByPhone m.obile payment service for use, at ·Client's m:anaged and owned ·parking 'facilities ~ ~greec;I up<;in ~Y PayByPhone apd Client, to allQw f<;>r col'is11mt:r.s to pay for the u~c: of Client's parking facilities through personal wireless devices (e'.g., cellular telt:phones) or other wireless systems. QR code access to the-payment servic;e fs not jpcl4ded. 1.2 PA YBYPHONE MANAGEMENT INFORMATIQN ~¥~TE.M Pay By Phone will -operate and manag_e a software aPP,lication for Client that will provide near real time information i;iild mai\ag"emen.t reports. on the ~si;l<;tions co"nc!.ucted utilizing• tht: PayByPhone r:nobile payment service (the "Portal")~ J>ayByPhone will host the ·Portal on its, network. Clien:i will access the Portal ~ugh a browser-based program installed on Cljent's computc,r hardware, 1~3 C(>MPUTER, NETWOR~J:NG ANP l'JJ;I;.~COMMlJNl(:A TION SYSTEMS ]?ayByPhone will own orpossess, and" will operate and maintain, all computer and' networking hardware and·, software .imd data reqilrr!ld to oper:ate tn..t: PayByPhone mobile payment services service as c.ontemplated in this Agreement; other·than Client's existing computer and telecommunications systems. 1.4 M08ILE P~YMEN'r SERVICE ENFORCEMENT Cli~lit agrees tQ supply Wjreless.Oevi.ces.to employees'in the,field to prQvide real time confirmation of validly parked vehicles. LS REPORTS .PayBy.Phone yvill ·provide Client with a set of standard self-serve reports in the· Portal. Any changes-or customizations to the standard set of reports w{ll be subji;:~ to PayByPhope's prior approval aqci then-cun:ent PayByPhone professional services. fees. See https://www.paybyphone.com/pdf/us/pbp_professionalservicessamplerates.pdffor sample rates. 1.6 .P?\YBYPHONE LWEAACTIVE VOiCE RE"SPQNSE P~yByPhorJe wiH provide tiie• Payl3yPhQr,.e_ interactive vo_ice respons!:-solution ("IVR") for use at Client!s managed and/or owned parking.facilities, as agreed upon by Pay:SyPhone and Client,, to allow for consumers to caII and pay for the use Qfthe i>&rking Loc!il:Jon by ca)Iirig the applicable service number di~play_ecf 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 Tr~3ct{o_n made through IVR. 1.7 PAYBYPHPNE ~GHTS & &JES PayByPhone,will provide Client with the PayByPhone Right$ & Rates service ("Rights & Rates'') to aliow Client to coi:itrol c,ligibility to park. at Client parking facilities and to. assign special parking rules and prices to select segments of drivers: In this Agteemen~ a "Right" ·is the entitfotn~ht to start· a parkin~ session at a Parking Location and/or quaiify for a specific rate/restriction. Client is responsible for paying the Rights & Rates implementation and Page 11 -56 97 Contract no. 23-051-02 subscriptio_n fees, ils ouJlined in Appendix A, for the number of Client parking spaces ~ agreed upon between PayByPhone and Client. 1.8 USE OF QR CODE At Gliertt's request, as _part of the PayByPhone mobile payment service, Pay~yPhone wiil 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 irt the payment service is associated with a material risk of fraudulent activity by t_hird 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 !llld, to the extent permitted by l~w, agrees to indemnify PayByPhone against any and ali third party ciaims; actions, losses resulting from or arising out of such fraudulent activity, as set out in section ·8.2 of this Agreemeni. Client Will reimburse PayByPh9ne for the cost ·of removing .fraudulent QR signage from Clienf 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. Pay By Phone will provide evidence supporting determination of the. costs, but PayByPhone's ca/culations-will be conclusive of the same. PayByPhone reserves the right to discontinue the support for the QR code feature with i0 day written notice to Client if the fri,.udulent activity at Client's parking facilities. persists for longer than 6 weeks. 1.9 PA YBYPHONE VALIDATIONS JIORlAL Subject to the term$ and conditions Qf this Agreement;. PayByPhone will provide Client a parking validation subscription service, which allows Client to access a web-based parking validation and coinplimen~ parking management portal to ertier and man~t 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 ~reed 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 tlfe Validations Po~al is set up for Cllent. Client shall not: (a) reverse engineer, decompile, dissemble, or otherw.ise attempt to discover the source code, .object code, or underlying structure, ideas, know-how or -aigorithms reievarit t9 the ValidiitiQns Portal; (b) create derivative works Qased' on the Valid_ations Portal; or (c) encourage or assist any third party· to do the foregoing. SectiQn 2 FEES AND J>A YMENTS 2.1 MERCHANT ACCOUNT Mercpailt account refers to Client's merchant account set up with Client's acquiring bank. PayByPhone will cover the cost oflinking one (I) Client merchant account with PayByPhone's_gateway provider. Client agrees to cover the cost of merchant account µpdates 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. Pi,.yByPhone may, 'execute u~ to ten test transactions per month without adjusting the Client invoice. 2.3 THIRD PARTY ~TEGRATION In the event that system changes (such as Upgrades) by a third party that will impact the PayByPhone integration with Client sub-systems su_ch 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. Sect_ion 3 EXCLUSJVITY Page 12 57 98 Contract ilo, 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 appiicatio11$ {"T.lHrd :Party _Providers"), throµgh_ contracts for tbe same parking facilities and metered stalls covered by this Agreement. Section, 4 :MARKETING, PROMO'(ION AND USER EDUCATION 4.1 MARKEtING EVENTS PayByPhone may condµct on-site marketing.events and c~mpaigns for its service, whereby PayByPhone will inform parking lot consumers or the availability of the PayByJ>ho~e incibile payment setv.ices as \veil as any promotions availabie, with the knowledg!! and approval of Client which is.not to be unreasonably withheld. 4,2 C.LIENT T,RA~NING PayByPhonewill provide initial training to Client using a ''T~in th~ Traintfr;' (th~ '~Client Trainer") model on the self- served. Pay By Pb.one Service,Management Interface (SMI). The said Client Trainer will, at its own expense1 train its staff artd employee~; including ,patroJ!er$, fQ oper~te the mt:>btle parment services 111\d rel~ted applications $d technolog)'. A(lditional training sessions are available at the then current professional services rates. See https://www;paybyphone.coin/pdfllis/pbp:_J>rofessi,Qlilllservicessarnplerates,pqffor satnp.le rates. ,Section 5 INTELLECTUAL PROPERTY 5,1 INTELLECTUAL 'PROPERTY RIGHTS 5 .. 1.1 The parties .acknowledge and agree that ~Y t$lem!ll'ks, p~tents; trade names, logos, trade dress, domain names, copyrights or licenses therein, or other•enforceable intellecwal property rights and whether in hard or electronic copy (collecti:vejy "Intell~al Property'') belonging ~o the other r>artY., given 'to them under this Agreement is lihd shall remain the properly of that party for the duration of the Term· of th.is Agreement. 5..1,,2' Except as eJJ;pressly 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 reserve~ the right to approve ih advance the u.se· of it/l Intelle~ual Property by the other party in upo1.1. 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 r.easonable endeavours to ensure that an such Intelle<;tuill .Property and material ar:e rergove4 from display and/or qestroyed 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 ·recor~s- 5 .1.~ The parties undertake that they have ~fi necessary permissions, licens.es and rights to use the Intellecttia:l "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· P~rty") the ether ( for the p11rposes of t}lis c,lause the "lndenmi:fied Party") against all actions, claim.~. proceedings, costs. and expenses (including reasonable legal' fees) arising from any actual infringement of. Intellectual.Property tights !)f wh!ltev¢r. nature ins.ofar as these relate to the: Intellectual. Property rights developed and ow1.1ed by the· Indemnifying Party or licensed to the Indemnifi'ed Party. Which claims, actions or proceedings arise as a result of the TJ1cJeroni'6ed Party's use of any of the Services, ('l(C('pt that the indemnity shall ·not apply to any actions, claims or proceedings which ,ate attributable to any breach of contract' or negligent act or omission.on the part of the Indemnified. Party or where such act.ions, claims or pro<;c;edings reliite to any developments o'ftbe services carried out by .o,r at the request of the Indemnified Party except where the Indemnifying Party knew or ought to have known that such Page 13 58 99 Contract no. 23-051-02 development of the services requested ·~y 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 ofan)' such action, claim or proceeding and shaU not make any admission unless the Indemnifying Party gives prior written consent. 5.l.8 At the Indemnjfying Party's request and expense, the Indemnified Pipty shall ~rmit the Indemnifying Party to conduct all negotiations and litigation. The Indemnified Party· shall give all assistance as the Indemnifying Party may re!ISonabiy 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; ot (ii) modify or replace the Services to avoid any alleged or actual infring~ment or breach, or (iii) terminate the provision of the affected.elements ofthe Services. Where the Indemnifying Party exetdses options (i) or (ii) the functionality ofsuch modificatioil or replacement shall not materially affect the performance of the Services. 5.2 CLIENT INFORMATION 5.2.1 "Client Data" means a,11 data provided directly by the Cli~t to PayByPh9ne 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 Agreemc;nt and for sucl,t time after as not expressly prohibited, PayByPhone may obtain, store and use such Client Data for any purpose,. including without limitation providing and imprQving ~ervices under tl)is Agn;ement, 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 itdeve!Ops b~ed Qn 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 record.s 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 r:etained in a manner consistent with PayByPhone's standard.archiying and back,up procedures; and (b) to the extent required by applicable law. 5.3 CUSTOMER INFORi.\1A TION 5.3.1 The parties will share in1orm1;ttion and data directly relating to drivers' parking sessions through the PayByPhone service at the J>arking Locations ("Par~ing Sessions'') and as may be required by the Client for parking enforceme,nt, fines, and ·~roceedings ("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 $elision details obt!lined through qµstomer service centre, and doe.snot include User Profile Data (defined below). 5.3.2 In using, sharing, or otherwise processing Transaction Data, PayByphone and Client must comply with applicable data pr9tection laws, contractual obligations and any other applicable requirements. Each party is responsible to the PayByPhone service users and other third parties for it!! rei,pective use, sharing am;i processing of Transaction Datil, whether it perfonns such use, sharing and processing directly or through third parties. Each party acts as a "data controller" with respect to Transaction Data for the purposes any privacy legislation tl)at uses that Page 14 59 100 Contra(!t no, 23-0Sl-02 concept -and is applicable .to the party's ~ctivities. Each •pii)ty ~ree$ to provide such assistance as is ~onably reqµired.to enable the other party to comply with the applicable data protection.laws. 5.3.3 Any infonnation about or with respect to Pay By Phone service users that is not related to parking sessions at .the Parking Locations, induciingwi'tli~ut 1-imitafion, infonrtatioii ptovid~ci'by .users upon registration for a PayByPhone account and data abQutthe user's activity in the P~yByPhone account or the PayByPhone applications .("User Profile Data'') shall be exclusively owned bf PayByPhc;me. Pay Bf Phone shall retain exclusive Ownership of all rights in any derivative <tata it develops based o.n Transaction Data and User Rrofile Data. 5.4 PA YBYPUONE;S $ERV.ICES TO CUSTOMERS The parties acknowledge that PayByPhone service users hold the PayByPhone account under terms of service estl!J?lished ~Y PayByPhone. Under thflse temis of service, PayByPh?ne may offer usf!r$ an option to i:ec;;eive s.ervice communications by SMS text· ("SMS Communications"), including_ ·reminders to extend a parking session and copnrrtiatfons of successful registration (Qr ~ p~king sessjpn, Client agrees tbat, at any time during the Term; P.ayByPhone may charge any users who opt into these.services a.fee ("SMS Fee") for each SMS Communi'cation sent by PayByPhone with respect to an initial p~!cing session or extension of a parking session apd may set the amoµnt Qf the SMS Fee with reference. to the cost PayByPhone -incurs in delivering this optional service. At the time of entering into t}Jis ,J\greement, tJie SM$ Fee is· !=qual to $0.15 Jnclusive of taxes payable by the l!Ser. PayByPhcme will p_rovide Client with 30 day written notic.e ofan increase in the amount of the SMS Fee. P'ayByPhone.shall be responsible for a,u.y taxes applicable to th¢ SMS Fe~s. PayByPho_nfl .rec;ords will be conclusi.ve evidence with re!!pect to the amount of SMS Fees collected during a billing period. The SMS Fees will be added to the. total charged to the user in respect of a parking sessic:m or extension ofa parkiqg sessioq. ~!lless. ilf!der the terms oft_he Agree(!lel)t PayByPhone is designated as the merchant of record for parking fees paid using :PayByPhone mobile payment service, PayByPhone and. Client agree to designate Client as the merchant of rec9td fqr 11!1)' SM$ Fees onjy. In that case, Client wili collect PayByPhone's SMS Fees and remit to PayByPhone. Remittance will be made via electronic payment or cheqµe and may be included in the amount that .also incfudes fees payable b)' Ciieilt to Pi!yByPho.ne under-this ,\greement. Section 6 INTENTIONALLY OMITTED ~ectiop 7 DISCLAIMER, IND_EMNIFICATJQN ANO LIMITAl::IO~ Of LJ~BILITY 7.1 D•SCLAIMEQ Except as expressly set fortp in ·this agre¢rn_ent, Pay By Phone do~ not mal(e, an~ hereby specificaUy d_isclaims, tiny representations or warranties·, express or implied, r.eg_arding·the PayByPhone mobile pay~ent servic~s, including any implied wa.rtandes of title, merchant~bility,, fitnes!i fQr a. particular purpose or non-_inftingernent. Client acknowledges that the PayByPhone mobile payment services and .ser.vices furnished by PayByPhone under this agreement (including, witbout IJ!f!ita:tion, ahy, setvets or othi;r hiµ-dware, 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 th~ performance of any &ervices by PiySy,Phone under th.is agreement) are provided by PayByPbone "as is". 7.2 PARKING RAT.ES Client will' be given access·to parking rate data in order to confirm the parking rates at e~h Parking Location via the .Portal. Pay By Phone 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 shali exclude Pay By Phone from any liability; Clientshall implement any parking rate changes via the Portal following the Parking Location setup. In the event.Client.requests that Pay By Phone configure the parking rate changes after the Parking Lqcation ·setup, Client shall provide PayByPhone with sufficient notice of the rate changes and such work Pagel5 60 101 Contract no. 23-051-02 will be subject to PayByPhone's, prior approval and then-current PayByPhone professional services fees. See https:/iWWw .paybyphohe,com/pdf/us/pbp _professionl;llservicessampJ¢tates,pdf for sample fees. Section. 8' MISCELLANEOUS INTENTIONALLY OMITTED 8.1 No AGENCY Each pl!lfy, in a,U matters relating to thi$ 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 !lllY ·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, !}Othing in this Agreement Shall be construed to have establi~hed !lll)' agency, joint venture or partnership between the panies. Neither paity shall make any warranth:s.or representations on behalf of the other party. 8.1 ·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 fa.csjrnile shall be deem.e.d original for all purposes hereunder. 8.3 CAPTIONS The captions used in thi~ Agreement are for convenience qnly 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 patties acknowleqge that Client ma_y carry Qut its bµsiness \brough 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 Agree:ment were references to Client' 11I1d 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 PayByPbooe is ri:spohsioie for the security of ca,rdh9lder data which Pi!yByPhone possesses or otherwise stores, processes, or transmits on behalf of the Client. PayBY,Phone abides by the rules and regulations set forth in the PCI- DSS. IN WITNESS Wl:IEREOF, the parties; have caused ·th.is Apment to be executed by their duly authorized representatives .. The City of Miami Beach Signature: N!llile: Title:~------------ Attest. Signature: ________ _ Name: Rafael E. Granado. City Clerk Date: _________ _ Page 16 PayByPhone US Inc. Signature: _________ _ Narrie: ___________ _ Title: __________ _ 61 102 EXHIBIT B FEE SCHEDULE 24 62 Contract no. 23-051-02 103 EXHIBITB PA YBYPHONE FEES All amounts are-ex.elusive of any and all tax.es, including taxes· applicable ort fees paid by the driv~r. For the purposes. of this Agreement, ''Transaction" includes (a) user regist~tiori 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. ~ • O~;.TIMJt ~ETC/P. FEES ·. · · , ' .. ~~ Signage -first round of signage prod~ction at serviqe launch (installation not included) Training, consulting, marketing, and customer support as described in the Agreement Marketing includes a stan_c!(!rd./aunch package Mobile payment services setup fee fur all Initial Parking Locations Integration with enforcement solution software: PayByPhone will inqlude 1 complimentary enforcement integratiQn Standard PayByPhone city dynamic label Hourly Parking: Client pays to PayByPhone per Tr$11Saction-City serves as Merchant of Record . (Client may charge user a non-embedded, on top of price of Convenience Fee of .. $0.35) • Monthly Parking Option: Client pays to PayByPbone per Transaction-City serves as Merchant of Repord (Client may ~harge user a non-embedded, on top of price of Convenience Fee of $1.00) Resident Rate Zero ~ee Offering: Verified via PayByPhone's Rights & Rates solution (priced below), residents will receive a $0 cost Convenience Fee if the '•double code offering" (see description below) is utilized. Monthly minimum of total Transaction Fees Additional Custom dynamic laber Mobile payment service setup fee for Additional Parking Loca~io~ . IVR setup fee. IVR additional p,er transaction fee4 Rights & Rates setup fee -Rights & Rates monthly subscription fee for one (l) Right Validation Portal setup fee 63 --;--,,~---,-..,..., Included Included Included • Included $0.352 $1.002 $0.00 per authorized resident Waived $1,000 Waived Waived Waived-Included with standard transaction fee Reduced $500 $1_99 per month $1,500 104 EXHIBITB PAYBYPHONE FEES Validation Portal monthly subscription fee $250 per Parking Location/mo. NOTES: 1. Mobile payment services setup fee (if applicable) includes configuration, testing, and impletnentation 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 Pay By Phone 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, anq/or IVR (if applicable). l. 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 $0 Convenience F~e option for residents. rage 12 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 th~ standard location code. 64 105 Contract no. 23-051-02 EXHIBITC TIMELINE/ SCHEDULE/SIGNAGE ~--------------- "A" ,,,t1mor,d dotts and•-""'-• oro d•pernlent upon fnwmalfon btinq orotlfded to PavByPhone bv the CIIY. . . • Estimated• Antldpated Task Dosafptlon lnIHatlng lsad PBP Team Membar(cJ Oty.Taam Task Duration Complttfan Oellverabfe Slate Date Designation riilembor(•I Dote Procureme_n~ City Manager, Parldna, 11/1/2023 Contract Negotiadoti ,Mutual Sales. Legal Legal 3Weeks ll,;Nov-23 Futlv-£>r.ecuted Agreement Parkins Admin. Sties, hnpfementalion, Rnance,IT., Workbook prowided. whidt indudes aU infarm.t.tion needed by PBP to I Account Maoa~ment, Integration/Enforce warkan the.City'~ implemenlatii;,n for mobile payments.. Cfeady l11/2!1/2on Praiecr kickoff C.~ . l'ayllyPhone Jn1e1:ua1:ions ment 1Hcur 11/29/2023 denntd exoemdons and tlmelfnes wlll be discussed I I AD relevant lei"' dty/parklng team l11129120u Workbook Comolete Member, 2.weelcs ll/13/2023 Workbook returned to PavBvPhone with comolell!d materials 111,29/2023 Merchant Account l Finance, Parking City lo begi11 setting up merchanl account ASAP to ensure available for Setup (City Implementation Admin 3•4W•elcs 1212;/2023 tes.l tramactioos necessarv prior to go live. ! ! Upon Ofy providing cont.ad information for enfarcemerit partner, I Enforcement En"2iMd lp,ayByPhorie ParklngAdmio & Piy8vfhone will el'lgage with provider to sel up lntearallon for iutu/2023 lmplf!mei:it.ition Enfortement 3-4weeks 1/3/2024 enfarcame:nt purposes I PayByPhone will discusi sig,nage dt1ring weekly calls and create mock- IPao,ByPhone Parfcln1 Admin & ups far appraval by City. Upon approval, signage will b(' ordered for 12/6/2023 signaae Discussion lmolementalion EnforC9ment· 2weeks 12/27/2023 delivery prior to estlmated •o live. ! Pay8'/Phone will discuss marketina: str.riregiH .available to Che CCV and Marketing Dlscus,ion IP.-v8wPhone I P•rklng Admin & discuss. the City"s marketins desin!1, to plan rnarketing efforti IO 12/27/2023 lmoleinentalion Marletina. Ongoing T8D ,iinnounce mobile .. -ent launch within th~ Cit-J. !1/l/W2J Test r,a.,.sactians -Parking Admin & Test transactions wiU be submitted with coapration rrom the Oiy '° Merchant hvRvPhone lmpfement.atfon• Finance 1·2Week-. l/15/2024 verify visibility within mer Chant account.. ' Test Transactions 4 ParklngAdmln & Test transactlOns wilt be submitted "•lith cooperation from the City to il/1/2024 Enlcrument PavBvPhone lmarementatton Enfal'Cement 1·2Weeks 1/15/2024 verilvvlslbllllll wllhln enforcement devices l Sfgnage·lnstaUallon I City to instaD signage and decals with plans to hJ¥e system live upon 11/1/2024 Plannlna City Parkin• Admin 1•2Weeks 1/19/2024 Install ll/23/2D24 Go live Pay8vPhone Umplemen.tation ParklngAdmin OnRClinR 1/23/2024 Ga live date may v;,.ry based an when signs a re installed. 25 65 106 THIS PAGE INTENTIONALLY LEFT BLANK 66 107 Competitive Bid Reports -C2 P MIAMI BEACH COMMISSION MEMORANDUM TO: FROM: Honorable Mayor and Members of the City Commission 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 FINALAGREEMENTS. (ITEM TO BE SUBMITTED IN SUPPLEMENTAL) SUPPORTING SURVEY DATA TBD FINANCIAL INFORMATION TBD • fs this a "Residents Right to Know'' item, pursuant to City Code Section 2-14? No Legislative Tracking Parking/Procurement Does this item utilize G.O. Bond Funds? No Page 69 of 2002 ATTACHMENT B ADDENDUM AND RFQ SOLICITATION 108 PROCUREMENT DEPARTMENT 1755 Meridian Avenue, 3rd Floor Miami Beach, Florida 33139 www.miamibeachfl.gov 1 ADDENDUM NO. 2 REQUEST FOR QUALIFICATIONS NO. 2023-051-WG MOBILE PARKING PAYMENT SYSTEM 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. 3.4.0 Is there system portability, expandability, and support? III. ATTACHMENTS: Attachment A Parking Garage Rates Attachment B CMB Meter Parking Rates Attachment C Merchant Statement IV. RESPONSES TO QUESTIONS RECEIVED: Q1: Overall Bid Question: Section 4 - Financial Capacity of the RFP describes a requirement for bidders to request that Dun & Bradstreet submit its Supplier Qualifier Report directly to the City when requested. Is the City requiring the Dun & Bradstreet report for this project? If so, the link provided in the RFP to access Dun & Bradstreet requests is broken and brings up a "Service Unavailable" message when trying to access it? A1: 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%. 109 PROCUREMENT DEPARTMENT 1755 Meridian Avenue, 3rd Floor Miami Beach, Florida 33139 www.miamibeachfl.gov 2 ADDENDUM NO. 2 REQUEST FOR QUALIFICATIONS NO. 2023-051-WG MOBILE PARKING PAYMENT SYSTEM Q4. For A1, 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 / Area. Q5. Regarding the City’s request for an integration with Skidata for the City’s gated areas, please provide your current usage rates of this solution. Additionally, please describe the desired solution in detail and indicate if this is currently active or a planned/future integration. A5: At parking garages, patrons have the option to pay at the pay-on-foot stations, at an exit, or via the current Mobile Parking Payment contractor. An average of 1.14% of all garage transient revenue is received via the Mobile Parking Payment contractor. The current parking app used at garages is fully integrated. ParkMobile sends ticket # to Skidata once the customer scans the ticket in the application – at the exit when a ticket is returned, Skidata calculates the rate, sends the rate to ParkMobile and ParkMobile charges the customer. The rate is calculated by Skidata. ParkMobile is also sending Skidata resident status so that the correct rate is applied to the customer. This is currently in place. Q6. Since this is an RFQ, please describe the City’s plans for next steps including an anticipated timeline. A6: Through the RFQ, the City will consider qualifications and system functionality and may negotiate an agreement, to include fees, with the proposer(s) deemed to be most qualified. The City’s current agreement has been extended on a month-to-month basis. The City anticipates expediting a replacement Agreement. Q7. Please clarify how the Dun & Bradstreet SQR may be submitted. Is it acceptable for the report to be acquired by our organization so we have the ability to review information and subsequently submit with our bid or must it come directly from Dun & Bradstreet? Additionally, please clarify the maximum age of a report that will be accepted (for example, if we have a report from three months ago, is this acceptable?) A7: Should the City request the report from proposers, it must be received directly from Dun & Bradstreet within 3 business days from the City’s request. Q8. To best respond with specifics on our capabilities, please outline the City’s current parking rate system as it applies to visitors and residents. a. Hourly rates for guests (please include any times or varying/escalating structures) b. Hourly rates for residents (please include all setups if different areas offer various options). 110 PROCUREMENT DEPARTMENT 1755 Meridian Avenue, 3rd Floor Miami Beach, Florida 33139 www.miamibeachfl.gov 3 ADDENDUM NO. 2 REQUEST FOR QUALIFICATIONS NO. 2023-051-WG MOBILE PARKING PAYMENT SYSTEM 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. A11: 11,898 off-street / 4,843 on-street. Q12. What is the current parking transaction fee the City and/or End User pays for the existing mobile payment service? A12: $.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? 111 PROCUREMENT DEPARTMENT 1755 Meridian Avenue, 3rd Floor Miami Beach, Florida 33139 www.miamibeachfl.gov 4 ADDENDUM NO. 2 REQUEST FOR QUALIFICATIONS NO. 2023-051-WG MOBILE PARKING PAYMENT SYSTEM 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? 112 PROCUREMENT DEPARTMENT 1755 Meridian Avenue, 3rd Floor Miami Beach, Florida 33139 www.miamibeachfl.gov 5 ADDENDUM NO. 2 REQUEST FOR QUALIFICATIONS NO. 2023-051-WG MOBILE PARKING PAYMENT SYSTEM A25: Please specify any settlement process capabilities your proposed product may have for the City’s review. Integration schedules will be negotiated with the successful proposer(s). Q26: For the electronic validation system for hotels, businesses, and restaurants - do they cover the fee of the patron or are these validations free from the City? A26: The patron fee for electronic validation at hotels, businesses, and restaurants is covered by the business. Q27: Can the City confirm the total number of paid off-street spaces the application would be used? A27: The total number of paid off-street spaces the application would be used for are 11,898. Q28: Can the City confirm the average cost of the on-street parking rate is $4.00/h? A28: Refer to Attachment A Parking Garage Rates and Attachment B CMB Meter Parking Rates. Q29: Can the City confirm the total number of paid on-street spaces the application will be used? A29: The total number of paid on-street spaces the application will be used for are 4,843. Q30 Can the City confirm the average cost of off-street parking rate is $2.00/h? A30: Refer to Attachment A Parking Garage Rates and Attachment B CMB Meter Parking Rates. Q31: Who are the current meter/kiosk providers? A31: The City’s current meter provider is T2 Systems. Q32: If the City has multi-space meters or meters that accept credit card payments, who is paying the merchant processing fees: the City or the provider? A32: The City is paying the merchant processing fees. Q33: Can the City verify how many total annual mobile payment transactions occur on average? A33: On average 4.8 million annual mobile payment transactions occur. Q34: Can the City verify how many total annual mobile payment resident transactions occur on average? A34: On average 496,473 annual mobile payment resident transactions occur. Q35: Can the city disclose who is the merchant of record for the mobile payment application? (vendor or city) 113 PROCUREMENT DEPARTMENT 1755 Meridian Avenue, 3rd Floor Miami Beach, Florida 33139 www.miamibeachfl.gov 6 ADDENDUM NO. 2 REQUEST FOR QUALIFICATIONS NO. 2023-051-WG MOBILE PARKING PAYMENT SYSTEM 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? 114 PROCUREMENT DEPARTMENT 1755 Meridian Avenue, 3rd Floor Miami Beach, Florida 33139 www.miamibeachfl.gov 7 ADDENDUM NO. 2 REQUEST FOR QUALIFICATIONS NO. 2023-051-WG MOBILE PARKING PAYMENT SYSTEM 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: William Garviso Telephone: 305-673-7000 ext. 7490 Email: 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, William Garviso for Alex Denis Alex Denis Procurement Director 115 CITY OF MIAMI BEACH - PARKING GARAGES - RATESHOURSRATEHOURSRATEHOURSRATEHOURSRATEHOURSRATEHOURSRATEHOURSRATEHOURSRATEHOURSRATE0 TO 1 $2.00 8 TO 9 $13.000 TO 1 $2.00 8 TO 9 $13.000 TO 1 $2.00 8 TO 9 $13.000 TO 1$2.000 TO 1 $2.00 5 TO 6 $10.001 TO 2 $4.00 9 TO 10 $14.001 TO 2 $4.00 9 TO 10 $14.001 TO 2 $4.00 9 TO 10 $14.001 TO 2$4.001 TO 2 $4.00 6 TO 7 $11.002 TO 3 $6.00 10 TO 11 $15.002 TO 3 $6.00 10 TO 11 $15.002 TO 3 $6.00 10 TO 11 $15.002 TO 3$6.002 TO 3 $6.00 7 TO 8 $12.003 TO 4 $8.00 11 TO 12 $16.003 TO 4 $8.00 11 TO 12 $16.003 TO 4 $8.00 11 TO 12 $16.003 TO 6$10.003 TO 4 $8.00 8 TO 15 $15.004 TO 5 $9.00 12 TO 13 $17.004 TO 5 $9.00 12 TO 13 $17.004 TO 5 $9.00 12 TO 13 $17.006 TO 24$20.004 TO 5 $9.00 15 TO 24 $20.005 TO 6 $10.00 13 TO 14 $18.005 TO 6 $10.00 13 TO 14 $18.005 TO 6 $10.00 13 TO 14 $18.006 TO 7 $11.00 14 TO 15 $19.006 TO 7 $11.00 14 TO 15 $19.006 TO 7 $11.00 14 TO 15 $19.007 TO 8 $12.00 15 TO 24 $20.007 TO 8 $12.00 15 TO 24 $20.007 TO 8 $12.00 15 TO 24 $20.00HOURSRATEHOURSRATEHOURSRATEHOURSRATEHOURSRATEHOURSRATEHOURSRATEHOURSRATE0 TO 1 $2.00 5 TO 6 $10.00 0 TO 1$2.00 8 TO 9 $13.000 TO 1 $2.00 5 TO 6 $10.00 0 TO 1 $2.00 5 TO 6 $10.001 TO 2 $4.00 6 TO 7 $11.00 1 TO 2$4.00 9 TO 10 $14.001 TO 2 $4.00 6 TO 7 $11.00 1 TO 2 $4.00 6 TO 7 $11.002 TO 3 $6.00 7 TO 8 $12.00 2 TO 3$6.00 10 TO 11 $15.002 TO 3 $6.00 7 TO 8 $12.00 2 TO 3 $6.00 7 TO 8 $12.003 TO 4 $8.00 8 TO 15 $15.00 3 TO 4$8.00 11 TO 12 $16.003 TO 4 $8.00 8 TO 15 $15.00 3 TO 4 $8.00 8 TO 15 $15.004 TO 5 $9.00 15 TO 24 $20.00 4 TO 5$9.00 12 TO 13 $17.004 TO 5 $9.00 15 TO 24 $20.00 4 TO 5 $9.00 15 TO 24 $20.005 TO 6 $10.00 13 TO 14 $18.006 TO 7 $11.00 14 TO 15 $19.007 TO 8 $12.00 15 TO 24 $20.00HOURSRATEHOURSRATE0 TO 1 $2.00 5 TO 6 $10.001 TO 2 $4.00 6 TO 7 $11.002 TO 3 $6.00 7 TO 8 $12.003 TO 4 $8.00 8 TO 15 $15.004 TO 5 $9.00 15 TO 24 $20.0017th Street (G5)WEEKEND/EVENT FLAT RATE WEEKEND/EVENT FLAT RATE WEEKEND/EVENT FLAT RATE WEEKEND/EVENT FLAT RATEEVENT FLAT RATEFROM 8PM TO 5AMFROM 8PM TO 5AMFROM 8PM TO 5AMFROM 8PM TO 5AM7th Street (G1)12th Street (G2)13th Street (G3)16th Street (G4)FRIDAY, SATURDAY & SUNDAYFRIDAY, SATURDAY & SUNDAYFRIDAY, SATURDAY & SUNDAYFRIDAY, SATURDAY & SUNDAY$ 15 PER VEHICLE$ 15 PER VEHICLE$ 15 PER VEHICLE$ 15 PER VEHICLE$ 15 PER VEHICLEMAXIMUM DAILY RATE $20.00MAXIMUM DAILY RATE $20.00MAXIMUM DAILY RATE $20.00MAXIMUM DAILY RATE $20.00MAXIMUM DAILY RATE $20.00LOST TICKET $20.00LOST TICKET $20.00LOST TICKET $20.00LOST TICKET $20.00LOST TICKET $20.001 - 8 HOURS $1 PER HOUR OR ANY PORTION THEREOF42nd Street (G6)City Hall (G7)5th & Alton (G8)Pennsylvania Avenue (G9)Sunset Harbor (G10)EVENT FLAT RATEDAILY FLAT RATE 11p to 6aEVENT FLAT RATEEVENT FLAT RATE$ 15 PER VEHICLE$ 15 PER VEHICLE$ 15 PER VEHICLE$ 15 PER VEHICLELOST TICKET $8.00LOST TICKET $20.00LOST TICKET $20.00LOST TICKET $20.00LOST TICKET $20.00MAXIMUM DAILY RATE $8.00MAXIMUM DAILY RATE $20.00MAXIMUM DAILY RATE $20.00MAXIMUM DAILY RATE $20.00MAXIMUM DAILY RATE $20.00Collins Park (G12)EVENT FLAT RATE2-HOUR FREE VALIDATION WITH RETAIL RECEIPTPARKING FEE INCLUDES APPLICABLE STATE SALES TAXNO BILLS OVER $20.00 ACCEPTEDQUESTIONS AND ASSISTANCE 305.673.PARK (7275)$ 15 PER VEHICLEMAXIMUM DAILY RATE $20.00LOST TICKET $20.00116 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. 117 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 Page 1 of 58 THIS IS NOT A BILL Statement Period 01/01/23 - 01/31/23 Merchant Number 275173125889 Customer Service Website - Phone - 1-800-432-7628 CITY OF MIAMI BEACH VYOMIE GREENE 1700 CONVENTION CENTER DR MIAMI BEACH FL 33139-1824 PO Box 2394, Omaha, NE 68103-2394 SUMMARY An overview of account activity for the statement period. Total Amount Submitted $1,824,669.63 Third Party Transactions -$256,398.38 Chargebacks/Reversals -$497.98 Adjustments 0.00 Fees -$87,871.33 Total Amount Processed $1,479,901.94 Page 1 Page 50 Page 51 Page 54 Page 54 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. SUMMARY BY DAY Date Submitted Submitted Amount Third Party Transactions Chargebacks/ Reversals Adjustments Fees Amount 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 $46,356.01 118 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 Customer Service Website - Phone - 1-800-432-7628 Page 2 of 58 Statement Period 01/01/23 - 01/31/23 SUMMARY BY DAY Date Submitted Submitted Amount Third Party Transactions Chargebacks/ Reversals Adjustments Fees Amount Processed 01/15/23 $65,380.29 -$9,233.19 -$21.40 0.00 0.00 $56,125.70 01/16/23 $61,564.29 -$8,578.96 -$43.75 0.00 0.00 $52,941.58 01/17/23 $50,781.90 -$7,431.91 -$20.40 0.00 0.00 $43,329.59 01/18/23 $43,407.89 -$6,684.94 $6.35 0.00 0.00 $36,729.30 01/19/23 $45,886.41 -$7,442.26 $48.05 0.00 0.00 $38,492.20 01/20/23 $51,089.40 -$8,405.13 $255.99 0.00 0.00 $42,940.26 01/21/23 $58,961.14 -$8,606.86 -$2.70 0.00 0.00 $50,351.58 01/22/23 $77,872.70 -$10,060.62 $48.25 0.00 0.00 $67,860.33 01/23/23 $71,434.91 -$8,453.21 $38.45 0.00 0.00 $63,020.15 01/24/23 $46,865.06 -$7,075.43 $57.75 0.00 0.00 $39,847.38 01/25/23 $44,365.21 -$7,073.19 $30.35 0.00 0.00 $37,322.37 01/26/23 $49,492.28 -$7,875.61 $29.90 0.00 0.00 $41,646.57 01/27/23 $51,217.03 -$8,225.73 -$27.05 0.00 0.00 $42,964.25 01/28/23 $54,847.10 -$8,441.43 -$28.85 0.00 0.00 $46,376.82 01/29/23 $71,579.72 -$10,391.37 -$64.70 0.00 0.00 $61,123.65 01/30/23 $69,230.64 -$8,037.47 -$92.36 0.00 0.00 $61,100.81 01/31/23 $46,305.35 -$7,497.05 0.00 0.00 0.00 $38,808.30 Month End Charge 0.00 0.00 0.00 0.00 -$87,871.33 -$87,871.33 Total $1,824,669.63 -$256,398.38 -$497.98 0.00 -$87,871.33 $1,479,901.94 SUMMARY BY CARD TYPE Total Gross Sales You Submitted Refunds Total Amount You Submitted Card Type Average Ticket Items Amount Items Amount Items Amount Mastercard $4.90 96,042 $470,699.92 0 0.00 96,042 $470,699.92 VISA $5.14 207,141 $1,064,287.19 0 0.00 207,141 $1,064,287.19 Discover $5.57 5,977 $33,284.14 0 0.00 5,977 $33,284.14 American Express $4.60 55,700 $256,398.38 0 0.00 55,700 $256,398.38 Total 364,860 $1,824,669.63 0 0.00 364,860 $1,824,669.63 SUMMARY BY BATCH Total Gross Sales You Submitted Refunds Total Amount You Submitted Batch Submit Date Average Ticket Items Amount Items Amount Items Amount 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 $260.19 119 YOUR CARD PROCESSING STATEMENT Merchant Number 275173125889 Customer Service Website - Phone - 1-800-432-7628 Page 3 of 58 Statement Period 01/01/23 - 01/31/23 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. SUMMARY BY BATCH Total Gross Sales You Submitted Refunds Total Amount You Submitted Batch Submit Date Average Ticket Items Amount Items Amount Items Amount 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 $6.29 120 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 Customer Service Website - Phone - 1-800-432-7628 Page 4 of 58 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 Ticket Items Amount Items Amount Items Amount 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 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 $582.73 121 YOUR CARD PROCESSING STATEMENT Merchant Number 275173125889 Customer Service Website - Phone - 1-800-432-7628 Page 5 of 58 Statement Period 01/01/23 - 01/31/23 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. SUMMARY BY BATCH Total Gross Sales You Submitted Refunds Total Amount You Submitted Batch Submit Date Average Ticket Items Amount Items Amount Items Amount 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 $836.29 122 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 Customer Service Website - Phone - 1-800-432-7628 Page 6 of 58 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 Ticket Items Amount Items Amount Items Amount 801325033116 01/03/23 $7.13 817 $5,824.11 0 0.00 817 $5,824.11 801326033069 01/03/23 $4.49 48 $215.37 0 0.00 48 $215.37 801327033115 01/03/23 $5.21 148 $770.55 0 0.00 148 $770.55 801328033116 01/03/23 $5.31 893 $4,737.42 0 0.00 893 $4,737.42 801330033116 01/03/23 $4.21 493 $2,075.37 0 0.00 493 $2,075.37 801331033090 01/03/23 $2.29 227 $519.70 0 0.00 227 $519.70 801332033088 01/03/23 $3.56 50 $178.19 0 0.00 50 $178.19 801333033028 01/03/23 $4.68 57 $266.97 0 0.00 57 $266.97 801335032913 01/03/23 $2.87 9 $25.87 0 0.00 9 $25.87 801336033116 01/03/23 $6.32 467 $2,952.26 0 0.00 467 $2,952.26 801338032994 01/03/23 $3.38 38 $128.44 0 0.00 38 $128.44 801339033028 01/03/23 $4.08 381 $1,554.98 0 0.00 381 $1,554.98 801340033117 01/03/23 $7.47 1,438 $10,748.51 0 0.00 1,438 $10,748.51 801341033117 01/03/23 $8.06 951 $7,668.50 0 0.00 951 $7,668.50 801342032750 01/03/23 $2.96 9 $26.65 0 0.00 9 $26.65 801343033115 01/03/23 $1.35 228 $306.94 0 0.00 228 $306.94 801344032140 01/03/23 $0.60 1 $0.60 0 0.00 1 $0.60 801346033101 01/03/23 $1.44 28 $40.35 0 0.00 28 $40.35 801347032985 01/03/23 $2.48 6 $14.89 0 0.00 6 $14.89 801348032193 01/03/23 $3.13 7 $21.89 0 0.00 7 $21.89 801349033063 01/03/23 $1.59 10 $15.88 0 0.00 10 $15.88 801350033013 01/03/23 $1.31 30 $39.44 0 0.00 30 $39.44 801351033116 01/03/23 $1.63 865 $1,413.33 0 0.00 865 $1,413.33 801353033025 01/03/23 $2.76 59 $162.56 0 0.00 59 $162.56 801354033072 01/03/23 $2.16 607 $1,310.62 0 0.00 607 $1,310.62 801355032254 01/03/23 $1.78 8 $14.27 0 0.00 8 $14.27 801356033068 01/03/23 $2.70 12 $32.37 0 0.00 12 $32.37 801357032905 01/03/23 $2.53 27 $68.44 0 0.00 27 $68.44 801358033060 01/03/23 $2.68 203 $544.55 0 0.00 203 $544.55 801359033048 01/03/23 $3.49 290 $1,012.47 0 0.00 290 $1,012.47 801361033047 01/03/23 $3.13 448 $1,400.74 0 0.00 448 $1,400.74 801362033045 01/03/23 $4.12 137 $564.82 0 0.00 137 $564.82 801363033044 01/03/23 $3.65 48 $175.27 0 0.00 48 $175.27 801364033048 01/03/23 $3.57 153 $546.24 0 0.00 153 $546.24 801365033039 01/03/23 $3.15 48 $151.03 0 0.00 48 $151.03 801366032538 01/03/23 $2.75 5 $13.75 0 0.00 5 $13.75 801367032990 01/03/23 $5.90 89 $525.20 0 0.00 89 $525.20 801368033042 01/03/23 $5.74 89 $511.25 0 0.00 89 $511.25 801369033109 01/03/23 $7.49 149 $1,116.66 0 0.00 149 $1,116.66 801370033109 01/03/23 $7.22 93 $671.78 0 0.00 93 $671.78 801372033116 01/03/23 $5.10 177 $902.75 0 0.00 177 $902.75 801373033106 01/03/23 $5.97 195 $1,163.49 0 0.00 195 $1,163.49 801374033115 01/03/23 $5.90 191 $1,127.47 0 0.00 191 $1,127.47 801375033113 01/03/23 $5.67 292 $1,656.06 0 0.00 292 $1,656.06 801376032228 01/03/23 $3.83 108 $414.04 0 0.00 108 $414.04 801377033027 01/03/23 $4.33 139 $602.45 0 0.00 139 $602.45 801379032943 01/03/23 $6.55 141 $923.95 0 0.00 141 $923.95 801380032875 01/03/23 $1.80 33 $59.53 0 0.00 33 $59.53 801381033029 01/03/23 $2.45 165 $404.29 0 0.00 165 $404.29 801382033035 01/03/23 $19.56 254 $4,968.00 0 0.00 254 $4,968.00 801383032952 01/03/23 $2.16 27 $58.26 0 0.00 27 $58.26 801384033028 01/03/23 $2.52 173 $436.56 0 0.00 173 $436.56 801385033028 01/03/23 $4.00 113 $452.50 0 0.00 113 $452.50 801387033021 01/03/23 $1.81 41 $74.10 0 0.00 41 $74.10 801388031444 01/03/23 $1.82 8 $14.52 0 0.00 8 $14.52 801389033113 01/03/23 $1.46 46 $67.02 0 0.00 46 $67.02 801391033049 01/03/23 $1.56 9 $14.06 0 0.00 9 $14.06 123 YOUR CARD PROCESSING STATEMENT Merchant Number 275173125889 Customer Service Website - Phone - 1-800-432-7628 Page 7 of 58 Statement Period 01/01/23 - 01/31/23 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. SUMMARY BY BATCH Total Gross Sales You Submitted Refunds Total Amount You Submitted Batch Submit Date Average Ticket Items Amount Items Amount Items Amount 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 $11.20 124 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 Customer Service Website - Phone - 1-800-432-7628 Page 8 of 58 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 Ticket Items Amount Items Amount Items Amount 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 $130.50 125 YOUR CARD PROCESSING STATEMENT Merchant Number 275173125889 Customer Service Website - Phone - 1-800-432-7628 Page 9 of 58 Statement Period 01/01/23 - 01/31/23 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. SUMMARY BY BATCH Total Gross Sales You Submitted Refunds Total Amount You Submitted Batch Submit Date Average Ticket Items Amount Items Amount Items Amount 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 $350.93 126 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 Customer Service Website - Phone - 1-800-432-7628 Page 10 of 58 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 Ticket Items Amount Items Amount Items Amount 801387053023 01/05/23 $2.29 44 $100.56 0 0.00 44 $100.56 801388051445 01/05/23 $3.51 3 $10.52 0 0.00 3 $10.52 801389053115 01/05/23 $1.37 91 $125.06 0 0.00 91 $125.06 801391053051 01/05/23 $1.57 12 $18.81 0 0.00 12 $18.81 801392053005 01/05/23 $1.97 10 $19.66 0 0.00 10 $19.66 801393053098 01/05/23 $1.11 15 $16.70 0 0.00 15 $16.70 801395053030 01/05/23 $1.55 7 $10.87 0 0.00 7 $10.87 801396053099 01/05/23 $2.23 72 $160.71 0 0.00 72 $160.71 801397053049 01/05/23 $3.61 313 $1,128.63 0 0.00 313 $1,128.63 801398052867 01/05/23 $2.51 48 $120.42 0 0.00 48 $120.42 801399052767 01/05/23 $2.08 4 $8.32 0 0.00 4 $8.32 801400053071 01/05/23 $3.11 161 $501.23 0 0.00 161 $501.23 801401053040 01/05/23 $1.20 30 $35.95 0 0.00 30 $35.95 801403053086 01/05/23 $1.30 57 $74.00 0 0.00 57 $74.00 801404052677 01/05/23 $2.09 19 $39.64 0 0.00 19 $39.64 801405052119 01/05/23 $3.00 11 $33.00 0 0.00 11 $33.00 801406052968 01/05/23 $4.82 329 $1,585.50 0 0.00 329 $1,585.50 801407053045 01/05/23 $5.14 31 $159.46 0 0.00 31 $159.46 801408053045 01/05/23 $4.20 32 $134.51 0 0.00 32 $134.51 801409052645 01/05/23 $2.68 31 $83.11 0 0.00 31 $83.11 801411052978 01/05/23 $3.92 14 $54.90 0 0.00 14 $54.90 801412052991 01/05/23 $1.70 9 $15.30 0 0.00 9 $15.30 801413053001 01/05/23 $4.05 28 $113.51 0 0.00 28 $113.51 801415051887 01/05/23 $1.54 4 $6.15 0 0.00 4 $6.15 463406061206 01/06/23 $8.50 1 $8.50 0 0.00 1 $8.50 463413061793 01/06/23 $6.17 12 $74.00 0 0.00 12 $74.00 463425060882 01/06/23 $2.00 1 $2.00 0 0.00 1 $2.00 463429061952 01/06/23 $3.82 14 $53.45 0 0.00 14 $53.45 463439061735 01/06/23 $5.33 3 $16.00 0 0.00 3 $16.00 463442061602 01/06/23 $6.50 1 $6.50 0 0.00 1 $6.50 463448061580 01/06/23 $2.86 7 $20.00 0 0.00 7 $20.00 463566061838 01/06/23 $6.68 19 $127.00 0 0.00 19 $127.00 463581061609 01/06/23 $7.93 7 $55.50 0 0.00 7 $55.50 801322063036 01/06/23 $2.66 23 $61.23 0 0.00 23 $61.23 801323063121 01/06/23 $6.77 621 $4,203.65 0 0.00 621 $4,203.65 801324062955 01/06/23 $4.81 172 $827.71 0 0.00 172 $827.71 801325063119 01/06/23 $6.16 584 $3,599.09 0 0.00 584 $3,599.09 801326063072 01/06/23 $5.07 22 $111.61 0 0.00 22 $111.61 801327063118 01/06/23 $5.15 122 $627.87 0 0.00 122 $627.87 801328063119 01/06/23 $4.84 993 $4,810.98 0 0.00 993 $4,810.98 801330063119 01/06/23 $4.36 435 $1,896.07 0 0.00 435 $1,896.07 801331063093 01/06/23 $2.15 191 $410.14 0 0.00 191 $410.14 801332063091 01/06/23 $3.76 71 $266.81 0 0.00 71 $266.81 801333063031 01/06/23 $5.79 50 $289.40 0 0.00 50 $289.40 801335062916 01/06/23 $3.10 43 $133.15 0 0.00 43 $133.15 801336063119 01/06/23 $6.62 341 $2,258.30 0 0.00 341 $2,258.30 801338062997 01/06/23 $2.91 32 $93.11 0 0.00 32 $93.11 801339063031 01/06/23 $3.96 291 $1,153.42 0 0.00 291 $1,153.42 801340063120 01/06/23 $7.19 1,230 $8,845.14 0 0.00 1,230 $8,845.14 801341063120 01/06/23 $8.65 893 $7,724.35 0 0.00 893 $7,724.35 801342062753 01/06/23 $3.01 10 $30.05 0 0.00 10 $30.05 801343063118 01/06/23 $1.31 372 $488.60 0 0.00 372 $488.60 801344062143 01/06/23 $1.58 10 $15.82 0 0.00 10 $15.82 801346063104 01/06/23 $1.37 48 $65.82 0 0.00 48 $65.82 801347062988 01/06/23 $2.04 30 $61.32 0 0.00 30 $61.32 801348062196 01/06/23 $4.90 3 $14.71 0 0.00 3 $14.71 801349063066 01/06/23 $2.00 68 $136.24 0 0.00 68 $136.24 127 YOUR CARD PROCESSING STATEMENT Merchant Number 275173125889 Customer Service Website - Phone - 1-800-432-7628 Page 11 of 58 Statement Period 01/01/23 - 01/31/23 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. SUMMARY BY BATCH Total Gross Sales You Submitted Refunds Total Amount You Submitted Batch Submit Date Average Ticket Items Amount Items Amount Items Amount 801350063016 01/06/23 $1.32 56 $73.69 0 0.00 56 $73.69 801351063119 01/06/23 $1.48 547 $811.50 0 0.00 547 $811.50 801353063028 01/06/23 $2.63 35 $92.01 0 0.00 35 $92.01 801354063075 01/06/23 $2.34 282 $658.78 0 0.00 282 $658.78 801355062257 01/06/23 $1.19 7 $8.36 0 0.00 7 $8.36 801356063071 01/06/23 $1.13 40 $45.35 0 0.00 40 $45.35 801357062908 01/06/23 $2.76 12 $33.15 0 0.00 12 $33.15 801358063063 01/06/23 $2.20 162 $356.10 0 0.00 162 $356.10 801359063051 01/06/23 $3.38 250 $843.92 0 0.00 250 $843.92 801361063050 01/06/23 $3.29 408 $1,342.49 0 0.00 408 $1,342.49 801362063048 01/06/23 $4.20 122 $512.69 0 0.00 122 $512.69 801363063047 01/06/23 $3.60 51 $183.80 0 0.00 51 $183.80 801364063051 01/06/23 $3.41 102 $347.74 0 0.00 102 $347.74 801365063042 01/06/23 $2.83 43 $121.80 0 0.00 43 $121.80 801366062541 01/06/23 $2.62 10 $26.22 0 0.00 10 $26.22 801367062993 01/06/23 $5.28 49 $258.80 0 0.00 49 $258.80 801368063045 01/06/23 $5.61 84 $471.65 0 0.00 84 $471.65 801369063112 01/06/23 $7.32 104 $761.62 0 0.00 104 $761.62 801370063112 01/06/23 $6.76 66 $446.06 0 0.00 66 $446.06 801372063119 01/06/23 $4.97 120 $596.17 0 0.00 120 $596.17 801373063109 01/06/23 $5.12 141 $721.90 0 0.00 141 $721.90 801374063118 01/06/23 $6.15 142 $872.88 0 0.00 142 $872.88 801375063116 01/06/23 $5.47 231 $1,262.99 0 0.00 231 $1,262.99 801376062231 01/06/23 $4.36 106 $462.22 0 0.00 106 $462.22 801377063030 01/06/23 $4.46 119 $530.67 0 0.00 119 $530.67 801379062946 01/06/23 $5.00 87 $435.35 0 0.00 87 $435.35 801380062878 01/06/23 $1.99 17 $33.78 0 0.00 17 $33.78 801381063032 01/06/23 $2.36 158 $373.64 0 0.00 158 $373.64 801382063038 01/06/23 $19.24 181 $3,482.45 0 0.00 181 $3,482.45 801383062955 01/06/23 $2.44 20 $48.87 0 0.00 20 $48.87 801384063031 01/06/23 $2.92 110 $321.17 0 0.00 110 $321.17 801385063031 01/06/23 $4.25 105 $446.15 0 0.00 105 $446.15 801387063024 01/06/23 $2.05 42 $85.97 0 0.00 42 $85.97 801388061446 01/06/23 $0.85 1 $0.85 0 0.00 1 $0.85 801389063116 01/06/23 $1.52 75 $114.27 0 0.00 75 $114.27 801391063052 01/06/23 $1.11 12 $13.26 0 0.00 12 $13.26 801392063006 01/06/23 $1.70 12 $20.34 0 0.00 12 $20.34 801393063099 01/06/23 $1.48 32 $47.44 0 0.00 32 $47.44 801395063031 01/06/23 $1.10 4 $4.40 0 0.00 4 $4.40 801396063100 01/06/23 $2.23 78 $173.80 0 0.00 78 $173.80 801397063050 01/06/23 $3.71 304 $1,128.39 0 0.00 304 $1,128.39 801398062868 01/06/23 $2.71 39 $105.62 0 0.00 39 $105.62 801399062768 01/06/23 $0.73 2 $1.45 0 0.00 2 $1.45 801400063072 01/06/23 $3.53 171 $603.74 0 0.00 171 $603.74 801401063041 01/06/23 $1.65 36 $59.28 0 0.00 36 $59.28 801403063087 01/06/23 $1.91 40 $76.47 0 0.00 40 $76.47 801404062678 01/06/23 $2.65 7 $18.53 0 0.00 7 $18.53 801405062120 01/06/23 $3.19 13 $41.41 0 0.00 13 $41.41 801406062969 01/06/23 $4.60 335 $1,540.75 0 0.00 335 $1,540.75 801407063046 01/06/23 $4.57 31 $141.56 0 0.00 31 $141.56 801408063046 01/06/23 $4.12 39 $160.76 0 0.00 39 $160.76 801409062646 01/06/23 $2.52 34 $85.78 0 0.00 34 $85.78 801411062979 01/06/23 $5.63 16 $90.01 0 0.00 16 $90.01 801412062992 01/06/23 $1.51 10 $15.09 0 0.00 10 $15.09 801413063002 01/06/23 $3.64 20 $72.80 0 0.00 20 $72.80 801415061888 01/06/23 $1.35 1 $1.35 0 0.00 1 $1.35 463413071794 01/07/23 $3.00 4 $12.00 0 0.00 4 $12.00 128 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 Customer Service Website - Phone - 1-800-432-7628 Page 12 of 58 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 Ticket Items Amount Items Amount Items Amount 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 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 $524.85 129 YOUR CARD PROCESSING STATEMENT Merchant Number 275173125889 Customer Service Website - Phone - 1-800-432-7628 Page 13 of 58 Statement Period 01/01/23 - 01/31/23 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. SUMMARY BY BATCH Total Gross Sales You Submitted Refunds Total Amount You Submitted Batch Submit Date Average Ticket Items Amount Items Amount Items Amount 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 $13.97 130 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 Customer Service Website - Phone - 1-800-432-7628 Page 14 of 58 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 Ticket Items Amount Items Amount Items Amount 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 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 $104.58 131 YOUR CARD PROCESSING STATEMENT Merchant Number 275173125889 Customer Service Website - Phone - 1-800-432-7628 Page 15 of 58 Statement Period 01/01/23 - 01/31/23 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. SUMMARY BY BATCH Total Gross Sales You Submitted Refunds Total Amount You Submitted Batch Submit Date Average Ticket Items Amount Items Amount Items Amount 801415081890 01/08/23 $1.15 3 $3.44 0 0.00 3 $3.44 463413091796 01/09/23 $8.06 24 $193.50 0 0.00 24 $193.50 463425090883 01/09/23 $4.25 2 $8.50 0 0.00 2 $8.50 463429091955 01/09/23 $2.23 13 $29.00 0 0.00 13 $29.00 463439091738 01/09/23 $4.40 5 $22.00 0 0.00 5 $22.00 463442091605 01/09/23 $9.00 2 $18.00 0 0.00 2 $18.00 463448091582 01/09/23 $2.50 3 $7.50 0 0.00 3 $7.50 463566091841 01/09/23 $6.25 2 $12.50 0 0.00 2 $12.50 463581091612 01/09/23 $7.67 6 $46.00 0 0.00 6 $46.00 801322093039 01/09/23 $5.63 13 $73.15 0 0.00 13 $73.15 801323093124 01/09/23 $7.14 712 $5,086.33 0 0.00 712 $5,086.33 801324092958 01/09/23 $3.98 251 $999.82 0 0.00 251 $999.82 801325093122 01/09/23 $6.37 721 $4,591.15 0 0.00 721 $4,591.15 801326093075 01/09/23 $6.21 31 $192.36 0 0.00 31 $192.36 801327093121 01/09/23 $4.67 152 $710.02 0 0.00 152 $710.02 801328093122 01/09/23 $5.63 926 $5,213.84 0 0.00 926 $5,213.84 801330093122 01/09/23 $4.52 423 $1,911.65 0 0.00 423 $1,911.65 801331093096 01/09/23 $2.40 243 $582.71 0 0.00 243 $582.71 801332093094 01/09/23 $3.91 95 $371.74 0 0.00 95 $371.74 801333093034 01/09/23 $3.88 81 $313.92 0 0.00 81 $313.92 801335092919 01/09/23 $3.20 40 $128.10 0 0.00 40 $128.10 801336093122 01/09/23 $6.03 385 $2,319.99 0 0.00 385 $2,319.99 801338093000 01/09/23 $3.44 34 $117.00 0 0.00 34 $117.00 801339093034 01/09/23 $3.75 421 $1,577.17 0 0.00 421 $1,577.17 801340093123 01/09/23 $7.12 1,423 $10,130.27 0 0.00 1,423 $10,130.27 801341093123 01/09/23 $7.84 945 $7,406.60 0 0.00 945 $7,406.60 801342092756 01/09/23 $2.89 27 $78.08 0 0.00 27 $78.08 801343093121 01/09/23 $1.50 175 $262.79 0 0.00 175 $262.79 801344092146 01/09/23 $2.35 3 $7.05 0 0.00 3 $7.05 801346093107 01/09/23 $1.49 22 $32.86 0 0.00 22 $32.86 801347092991 01/09/23 $7.58 1 $7.58 0 0.00 1 $7.58 801348092199 01/09/23 $1.67 5 $8.36 0 0.00 5 $8.36 801349093069 01/09/23 $1.73 2 $3.45 0 0.00 2 $3.45 801350093019 01/09/23 $1.80 12 $21.60 0 0.00 12 $21.60 801351093122 01/09/23 $1.63 792 $1,288.96 0 0.00 792 $1,288.96 801353093031 01/09/23 $2.74 30 $82.12 0 0.00 30 $82.12 801354093078 01/09/23 $2.28 571 $1,301.06 0 0.00 571 $1,301.06 801355092260 01/09/23 $2.07 10 $20.65 0 0.00 10 $20.65 801356093074 01/09/23 $1.41 20 $28.25 0 0.00 20 $28.25 801357092911 01/09/23 $2.34 21 $49.21 0 0.00 21 $49.21 801358093066 01/09/23 $2.49 265 $660.62 0 0.00 265 $660.62 801359093054 01/09/23 $3.61 281 $1,014.92 0 0.00 281 $1,014.92 801361093053 01/09/23 $3.27 444 $1,451.84 0 0.00 444 $1,451.84 801362093051 01/09/23 $4.49 126 $565.25 0 0.00 126 $565.25 801363093050 01/09/23 $3.38 45 $152.09 0 0.00 45 $152.09 801364093054 01/09/23 $3.92 112 $438.73 0 0.00 112 $438.73 801365093045 01/09/23 $4.41 59 $260.25 0 0.00 59 $260.25 801366092544 01/09/23 $5.78 7 $40.45 0 0.00 7 $40.45 801367092996 01/09/23 $4.47 57 $254.60 0 0.00 57 $254.60 801368093048 01/09/23 $5.44 105 $571.55 0 0.00 105 $571.55 801369093115 01/09/23 $7.08 116 $821.43 0 0.00 116 $821.43 801370093115 01/09/23 $6.27 83 $520.24 0 0.00 83 $520.24 801372093122 01/09/23 $4.92 140 $688.18 0 0.00 140 $688.18 801373093112 01/09/23 $5.44 171 $930.38 0 0.00 171 $930.38 801374093121 01/09/23 $5.27 142 $748.88 0 0.00 142 $748.88 801375093119 01/09/23 $5.44 260 $1,414.37 0 0.00 260 $1,414.37 801376092234 01/09/23 $4.47 74 $330.85 0 0.00 74 $330.85 132 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 Customer Service Website - Phone - 1-800-432-7628 Page 16 of 58 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 Ticket Items Amount Items Amount Items Amount 801377093033 01/09/23 $3.84 142 $545.87 0 0.00 142 $545.87 801379092949 01/09/23 $4.47 97 $433.50 0 0.00 97 $433.50 801380092881 01/09/23 $2.20 34 $74.75 0 0.00 34 $74.75 801381093035 01/09/23 $2.33 139 $324.11 0 0.00 139 $324.11 801382093041 01/09/23 $19.53 211 $4,121.55 0 0.00 211 $4,121.55 801383092958 01/09/23 $2.17 29 $62.94 0 0.00 29 $62.94 801384093034 01/09/23 $3.27 123 $402.63 0 0.00 123 $402.63 801385093034 01/09/23 $4.38 118 $516.67 0 0.00 118 $516.67 801387093027 01/09/23 $1.95 44 $85.84 0 0.00 44 $85.84 801388091449 01/09/23 $1.41 7 $9.88 0 0.00 7 $9.88 801389093119 01/09/23 $2.36 61 $143.87 0 0.00 61 $143.87 801391093055 01/09/23 $1.46 15 $21.92 0 0.00 15 $21.92 801392093009 01/09/23 $2.02 21 $42.46 0 0.00 21 $42.46 801393093102 01/09/23 $1.03 30 $30.80 0 0.00 30 $30.80 801395093034 01/09/23 $1.23 2 $2.45 0 0.00 2 $2.45 801396093103 01/09/23 $2.47 205 $505.98 0 0.00 205 $505.98 801397093053 01/09/23 $4.10 300 $1,230.87 0 0.00 300 $1,230.87 801398092871 01/09/23 $2.74 105 $287.32 0 0.00 105 $287.32 801399092771 01/09/23 $2.53 3 $7.58 0 0.00 3 $7.58 801400093075 01/09/23 $3.40 169 $573.98 0 0.00 169 $573.98 801401093044 01/09/23 $1.67 21 $35.12 0 0.00 21 $35.12 801403093090 01/09/23 $1.33 20 $26.65 0 0.00 20 $26.65 801404092681 01/09/23 $2.45 36 $88.24 0 0.00 36 $88.24 801405092123 01/09/23 $2.47 68 $168.22 0 0.00 68 $168.22 801406092972 01/09/23 $20.19 194 $3,916.85 0 0.00 194 $3,916.85 801407093049 01/09/23 $3.83 38 $145.62 0 0.00 38 $145.62 801408093049 01/09/23 $3.99 43 $171.56 0 0.00 43 $171.56 801409092649 01/09/23 $1.99 25 $49.84 0 0.00 25 $49.84 801411092982 01/09/23 $3.13 37 $115.73 0 0.00 37 $115.73 801412092995 01/09/23 $2.24 10 $22.42 0 0.00 10 $22.42 801413093005 01/09/23 $3.33 24 $80.00 0 0.00 24 $80.00 801415091891 01/09/23 $1.43 14 $20.05 0 0.00 14 $20.05 463413101797 01/10/23 $3.13 4 $12.50 0 0.00 4 $12.50 463418101131 01/10/23 $4.50 1 $4.50 0 0.00 1 $4.50 463429101956 01/10/23 $5.36 18 $96.50 0 0.00 18 $96.50 463439101739 01/10/23 $6.17 3 $18.50 0 0.00 3 $18.50 463442101606 01/10/23 $2.75 2 $5.50 0 0.00 2 $5.50 463448101583 01/10/23 $3.57 7 $25.00 0 0.00 7 $25.00 463566101842 01/10/23 $6.16 19 $117.00 0 0.00 19 $117.00 463581101613 01/10/23 $3.00 2 $6.00 0 0.00 2 $6.00 801322103040 01/10/23 $3.58 22 $78.80 0 0.00 22 $78.80 801323103125 01/10/23 $6.63 509 $3,374.02 0 0.00 509 $3,374.02 801324102959 01/10/23 $4.03 154 $619.90 0 0.00 154 $619.90 801325103123 01/10/23 $5.65 483 $2,728.32 0 0.00 483 $2,728.32 801326103076 01/10/23 $3.54 24 $84.84 0 0.00 24 $84.84 801327103122 01/10/23 $5.90 99 $584.50 0 0.00 99 $584.50 801328103123 01/10/23 $4.70 725 $3,406.45 0 0.00 725 $3,406.45 801330103123 01/10/23 $4.22 399 $1,684.71 0 0.00 399 $1,684.71 801331103097 01/10/23 $1.70 179 $303.80 0 0.00 179 $303.80 801332103095 01/10/23 $4.47 42 $187.66 0 0.00 42 $187.66 801333103035 01/10/23 $3.77 52 $196.03 0 0.00 52 $196.03 801334102476 01/10/23 $4.35 1 $4.35 0 0.00 1 $4.35 801335102920 01/10/23 $3.33 8 $26.60 0 0.00 8 $26.60 801336103123 01/10/23 $6.56 294 $1,929.22 0 0.00 294 $1,929.22 801338103001 01/10/23 $3.51 20 $70.29 0 0.00 20 $70.29 801339103035 01/10/23 $3.85 256 $986.07 0 0.00 256 $986.07 801340103124 01/10/23 $7.03 908 $6,382.57 0 0.00 908 $6,382.57 133 YOUR CARD PROCESSING STATEMENT Merchant Number 275173125889 Customer Service Website - Phone - 1-800-432-7628 Page 17 of 58 Statement Period 01/01/23 - 01/31/23 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. SUMMARY BY BATCH Total Gross Sales You Submitted Refunds Total Amount You Submitted Batch Submit Date Average Ticket Items Amount Items Amount Items Amount 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 $154.15 134 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 Customer Service Website - Phone - 1-800-432-7628 Page 18 of 58 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 Ticket Items Amount Items Amount Items Amount 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 $427.74 135 YOUR CARD PROCESSING STATEMENT Merchant Number 275173125889 Customer Service Website - Phone - 1-800-432-7628 Page 19 of 58 Statement Period 01/01/23 - 01/31/23 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. SUMMARY BY BATCH Total Gross Sales You Submitted Refunds Total Amount You Submitted Batch Submit Date Average Ticket Items Amount Items Amount Items Amount 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 $45.35 136 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 Customer Service Website - Phone - 1-800-432-7628 Page 20 of 58 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 Ticket Items Amount Items Amount Items Amount 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 $68.87 137 YOUR CARD PROCESSING STATEMENT Merchant Number 275173125889 Customer Service Website - Phone - 1-800-432-7628 Page 21 of 58 Statement Period 01/01/23 - 01/31/23 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. SUMMARY BY BATCH Total Gross Sales You Submitted Refunds Total Amount You Submitted Batch Submit Date Average Ticket Items Amount Items Amount Items Amount 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 $211.95 138 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 Customer Service Website - Phone - 1-800-432-7628 Page 22 of 58 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 Ticket Items Amount Items Amount Items Amount 801368133052 01/13/23 $5.29 80 $423.10 0 0.00 80 $423.10 801369133119 01/13/23 $7.01 71 $497.90 0 0.00 71 $497.90 801370133119 01/13/23 $5.98 50 $298.78 0 0.00 50 $298.78 801372133126 01/13/23 $5.37 101 $542.24 0 0.00 101 $542.24 801373133116 01/13/23 $5.06 111 $561.92 0 0.00 111 $561.92 801374133125 01/13/23 $5.14 123 $631.62 0 0.00 123 $631.62 801375133123 01/13/23 $4.94 182 $899.93 0 0.00 182 $899.93 801376132238 01/13/23 $4.68 87 $407.03 0 0.00 87 $407.03 801377133037 01/13/23 $3.52 50 $176.12 0 0.00 50 $176.12 801379132953 01/13/23 $4.21 72 $303.40 0 0.00 72 $303.40 801380132885 01/13/23 $1.71 14 $23.96 0 0.00 14 $23.96 801381133039 01/13/23 $2.25 117 $262.80 0 0.00 117 $262.80 801382133045 01/13/23 $19.26 105 $2,021.90 0 0.00 105 $2,021.90 801383132962 01/13/23 $2.28 12 $27.34 0 0.00 12 $27.34 801384133038 01/13/23 $2.98 89 $265.49 0 0.00 89 $265.49 801385133038 01/13/23 $4.28 116 $496.38 0 0.00 116 $496.38 801387133031 01/13/23 $2.10 50 $105.19 0 0.00 50 $105.19 801388131453 01/13/23 $1.85 1 $1.85 0 0.00 1 $1.85 801389133123 01/13/23 $1.46 100 $145.71 0 0.00 100 $145.71 801391133059 01/13/23 $1.21 11 $13.34 0 0.00 11 $13.34 801392133013 01/13/23 $1.24 15 $18.64 0 0.00 15 $18.64 801393133106 01/13/23 $1.47 13 $19.15 0 0.00 13 $19.15 801395133038 01/13/23 $1.35 3 $4.05 0 0.00 3 $4.05 801396133107 01/13/23 $2.59 52 $134.49 0 0.00 52 $134.49 801397133057 01/13/23 $3.00 296 $886.58 0 0.00 296 $886.58 801398132875 01/13/23 $2.15 24 $51.55 0 0.00 24 $51.55 801399132775 01/13/23 $2.16 5 $10.80 0 0.00 5 $10.80 801400133079 01/13/23 $3.33 155 $516.84 0 0.00 155 $516.84 801401133048 01/13/23 $1.90 46 $87.53 0 0.00 46 $87.53 801403133094 01/13/23 $2.42 28 $67.75 0 0.00 28 $67.75 801404132685 01/13/23 $2.30 12 $27.62 0 0.00 12 $27.62 801405132127 01/13/23 $2.59 6 $15.55 0 0.00 6 $15.55 801406132976 01/13/23 $4.77 294 $1,401.85 0 0.00 294 $1,401.85 801407133053 01/13/23 $6.08 21 $127.73 0 0.00 21 $127.73 801408133053 01/13/23 $5.02 35 $175.66 0 0.00 35 $175.66 801409132653 01/13/23 $2.42 32 $77.42 0 0.00 32 $77.42 801411132986 01/13/23 $9.06 7 $63.45 0 0.00 7 $63.45 801412132999 01/13/23 $2.39 6 $14.36 0 0.00 6 $14.36 801413133009 01/13/23 $3.70 22 $81.35 0 0.00 22 $81.35 801415131895 01/13/23 $3.20 1 $3.20 0 0.00 1 $3.20 463413141801 01/14/23 $3.88 13 $50.50 0 0.00 13 $50.50 463418141134 01/14/23 $2.50 1 $2.50 0 0.00 1 $2.50 463425140885 01/14/23 $3.00 1 $3.00 0 0.00 1 $3.00 463429141960 01/14/23 $3.87 26 $100.50 0 0.00 26 $100.50 463442141608 01/14/23 $7.00 4 $28.00 0 0.00 4 $28.00 463448141587 01/14/23 $3.80 10 $38.00 0 0.00 10 $38.00 463566141846 01/14/23 $7.70 20 $154.00 0 0.00 20 $154.00 463581141617 01/14/23 $11.83 3 $35.50 0 0.00 3 $35.50 801322143044 01/14/23 $3.11 25 $77.65 0 0.00 25 $77.65 801323143129 01/14/23 $6.69 705 $4,716.03 0 0.00 705 $4,716.03 801324142963 01/14/23 $4.38 151 $662.10 0 0.00 151 $662.10 801325143127 01/14/23 $6.62 621 $4,108.12 0 0.00 621 $4,108.12 801326143080 01/14/23 $4.58 24 $109.90 0 0.00 24 $109.90 801327143126 01/14/23 $4.98 134 $667.54 0 0.00 134 $667.54 801328143127 01/14/23 $5.16 972 $5,020.21 0 0.00 972 $5,020.21 801330143127 01/14/23 $4.45 427 $1,899.94 0 0.00 427 $1,899.94 801331143101 01/14/23 $2.25 215 $484.35 0 0.00 215 $484.35 139 YOUR CARD PROCESSING STATEMENT Merchant Number 275173125889 Customer Service Website - Phone - 1-800-432-7628 Page 23 of 58 Statement Period 01/01/23 - 01/31/23 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. SUMMARY BY BATCH Total Gross Sales You Submitted Refunds Total Amount You Submitted Batch Submit Date Average Ticket Items Amount Items Amount Items Amount 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 $11.51 140 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 Customer Service Website - Phone - 1-800-432-7628 Page 24 of 58 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 Ticket Items Amount Items Amount Items Amount 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 $6,767.80 0 0.00 1,150 $6,767.80 801330153128 01/15/23 $4.86 481 $2,338.71 0 0.00 481 $2,338.71 801331153102 01/15/23 $2.42 272 $657.40 0 0.00 272 $657.40 801332153100 01/15/23 $4.58 69 $316.23 0 0.00 69 $316.23 801333153040 01/15/23 $4.67 48 $223.93 0 0.00 48 $223.93 801335152925 01/15/23 $4.27 62 $264.57 0 0.00 62 $264.57 801336153128 01/15/23 $6.14 452 $2,775.90 0 0.00 452 $2,775.90 801338153006 01/15/23 $3.38 35 $118.40 0 0.00 35 $118.40 801339153040 01/15/23 $4.12 329 $1,354.77 0 0.00 329 $1,354.77 801340153129 01/15/23 $6.62 1,156 $7,647.79 0 0.00 1,156 $7,647.79 801341153129 01/15/23 $7.88 633 $4,989.65 0 0.00 633 $4,989.65 801342152762 01/15/23 $2.70 8 $21.63 0 0.00 8 $21.63 801343153127 01/15/23 $1.43 125 $179.36 0 0.00 125 $179.36 801344152152 01/15/23 $0.35 1 $0.35 0 0.00 1 $0.35 801346153113 01/15/23 $1.34 27 $36.12 0 0.00 27 $36.12 801347152997 01/15/23 $1.25 11 $13.80 0 0.00 11 $13.80 801348152204 01/15/23 $0.46 3 $1.37 0 0.00 3 $1.37 801349153075 01/15/23 $1.34 9 $12.04 0 0.00 9 $12.04 801350153025 01/15/23 $2.19 7 $15.36 0 0.00 7 $15.36 801351153128 01/15/23 $1.52 592 $897.69 0 0.00 592 $897.69 801353153037 01/15/23 $2.38 32 $76.00 0 0.00 32 $76.00 801354153084 01/15/23 $2.03 348 $706.69 0 0.00 348 $706.69 801355152265 01/15/23 $4.76 5 $23.82 0 0.00 5 $23.82 801356153080 01/15/23 $2.22 17 $37.81 0 0.00 17 $37.81 801357152917 01/15/23 $3.60 7 $25.22 0 0.00 7 $25.22 801358153072 01/15/23 $2.47 90 $222.65 0 0.00 90 $222.65 801359153060 01/15/23 $3.53 318 $1,122.68 0 0.00 318 $1,122.68 801361153059 01/15/23 $3.31 484 $1,602.80 0 0.00 484 $1,602.80 801362153057 01/15/23 $4.33 185 $801.20 0 0.00 185 $801.20 801363153056 01/15/23 $4.43 46 $203.57 0 0.00 46 $203.57 801364153060 01/15/23 $3.41 118 $402.64 0 0.00 118 $402.64 141 YOUR CARD PROCESSING STATEMENT Merchant Number 275173125889 Customer Service Website - Phone - 1-800-432-7628 Page 25 of 58 Statement Period 01/01/23 - 01/31/23 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. SUMMARY BY BATCH Total Gross Sales You Submitted Refunds Total Amount You Submitted Batch Submit Date Average Ticket Items Amount Items Amount Items Amount 801365153051 01/15/23 $4.41 46 $203.08 0 0.00 46 $203.08 801366152550 01/15/23 $4.10 6 $24.60 0 0.00 6 $24.60 801367153002 01/15/23 $4.72 69 $325.70 0 0.00 69 $325.70 801368153054 01/15/23 $5.71 85 $485.40 0 0.00 85 $485.40 801369153121 01/15/23 $6.05 106 $640.92 0 0.00 106 $640.92 801370153121 01/15/23 $6.85 89 $609.88 0 0.00 89 $609.88 801372153128 01/15/23 $4.95 146 $723.01 0 0.00 146 $723.01 801373153118 01/15/23 $5.68 119 $675.76 0 0.00 119 $675.76 801374153127 01/15/23 $5.32 197 $1,047.29 0 0.00 197 $1,047.29 801375153125 01/15/23 $5.06 268 $1,355.78 0 0.00 268 $1,355.78 801376152240 01/15/23 $3.86 115 $444.10 0 0.00 115 $444.10 801377153039 01/15/23 $4.65 33 $153.38 0 0.00 33 $153.38 801379152955 01/15/23 $4.79 118 $565.75 0 0.00 118 $565.75 801380152887 01/15/23 $1.76 21 $36.99 0 0.00 21 $36.99 801381153041 01/15/23 $2.16 102 $220.05 0 0.00 102 $220.05 801382153047 01/15/23 $19.15 155 $2,967.65 0 0.00 155 $2,967.65 801383152964 01/15/23 $2.74 15 $41.10 0 0.00 15 $41.10 801384153040 01/15/23 $3.18 89 $283.37 0 0.00 89 $283.37 801385153040 01/15/23 $4.38 132 $578.30 0 0.00 132 $578.30 801387153033 01/15/23 $2.33 41 $95.50 0 0.00 41 $95.50 801388151454 01/15/23 $2.50 3 $7.49 0 0.00 3 $7.49 801389153125 01/15/23 $1.88 61 $114.89 0 0.00 61 $114.89 801391153061 01/15/23 $0.79 26 $20.65 0 0.00 26 $20.65 801392153015 01/15/23 $1.31 19 $24.92 0 0.00 19 $24.92 801393153108 01/15/23 $1.27 25 $31.85 0 0.00 25 $31.85 801395153040 01/15/23 $3.61 1 $3.61 0 0.00 1 $3.61 801396153109 01/15/23 $2.29 60 $137.33 0 0.00 60 $137.33 801397153059 01/15/23 $3.58 353 $1,262.27 0 0.00 353 $1,262.27 801398152877 01/15/23 $2.59 46 $118.91 0 0.00 46 $118.91 801399152777 01/15/23 $1.49 6 $8.94 0 0.00 6 $8.94 801400153081 01/15/23 $2.55 193 $493.01 0 0.00 193 $493.01 801401153050 01/15/23 $2.02 3 $6.06 0 0.00 3 $6.06 801403153096 01/15/23 $3.20 11 $35.22 0 0.00 11 $35.22 801404152687 01/15/23 $2.05 17 $34.87 0 0.00 17 $34.87 801405152129 01/15/23 $2.36 37 $87.15 0 0.00 37 $87.15 801406152978 01/15/23 $20.14 147 $2,960.40 0 0.00 147 $2,960.40 801407153055 01/15/23 $3.82 30 $114.50 0 0.00 30 $114.50 801408153055 01/15/23 $3.35 57 $190.76 0 0.00 57 $190.76 801409152655 01/15/23 $1.83 5 $9.15 0 0.00 5 $9.15 801411152988 01/15/23 $3.49 26 $90.66 0 0.00 26 $90.66 801412153001 01/15/23 $2.33 7 $16.34 0 0.00 7 $16.34 801413153011 01/15/23 $3.92 15 $58.85 0 0.00 15 $58.85 801415151897 01/15/23 $0.96 5 $4.80 0 0.00 5 $4.80 463406161209 01/16/23 $1.00 1 $1.00 0 0.00 1 $1.00 463413161803 01/16/23 $3.93 22 $86.50 0 0.00 22 $86.50 463425160886 01/16/23 $4.50 1 $4.50 0 0.00 1 $4.50 463429161962 01/16/23 $2.08 6 $12.50 0 0.00 6 $12.50 463439161743 01/16/23 $20.50 3 $61.50 0 0.00 3 $61.50 463442161610 01/16/23 $17.00 3 $51.00 0 0.00 3 $51.00 463448161589 01/16/23 $4.63 4 $18.50 0 0.00 4 $18.50 463566161848 01/16/23 $4.50 2 $9.00 0 0.00 2 $9.00 463581161619 01/16/23 $20.50 3 $61.50 0 0.00 3 $61.50 801322163046 01/16/23 $4.98 35 $174.15 0 0.00 35 $174.15 801323163131 01/16/23 $6.46 825 $5,330.61 0 0.00 825 $5,330.61 801324162965 01/16/23 $4.17 177 $737.45 0 0.00 177 $737.45 801325163129 01/16/23 $6.58 857 $5,636.55 0 0.00 857 $5,636.55 801326163082 01/16/23 $5.38 36 $193.54 0 0.00 36 $193.54 142 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 Customer Service Website - Phone - 1-800-432-7628 Page 26 of 58 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 Ticket Items Amount Items Amount Items Amount 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 $31.45 143 YOUR CARD PROCESSING STATEMENT Merchant Number 275173125889 Customer Service Website - Phone - 1-800-432-7628 Page 27 of 58 Statement Period 01/01/23 - 01/31/23 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. SUMMARY BY BATCH Total Gross Sales You Submitted Refunds Total Amount You Submitted Batch Submit Date Average Ticket Items Amount Items Amount Items Amount 801393163109 01/16/23 $1.52 28 $42.63 0 0.00 28 $42.63 801395163041 01/16/23 $2.64 7 $18.46 0 0.00 7 $18.46 801396163110 01/16/23 $2.06 74 $152.79 0 0.00 74 $152.79 801397163060 01/16/23 $3.38 331 $1,117.49 0 0.00 331 $1,117.49 801398162878 01/16/23 $2.49 72 $179.16 0 0.00 72 $179.16 801399162778 01/16/23 $1.45 2 $2.90 0 0.00 2 $2.90 801400163082 01/16/23 $3.14 194 $610.10 0 0.00 194 $610.10 801401163051 01/16/23 $1.89 12 $22.68 0 0.00 12 $22.68 801403163097 01/16/23 $1.23 20 $24.67 0 0.00 20 $24.67 801404162688 01/16/23 $2.56 16 $40.90 0 0.00 16 $40.90 801405162130 01/16/23 $2.52 27 $68.12 0 0.00 27 $68.12 801406162979 01/16/23 $20.21 146 $2,950.40 0 0.00 146 $2,950.40 801407163056 01/16/23 $4.04 39 $157.53 0 0.00 39 $157.53 801408163056 01/16/23 $4.38 45 $196.95 0 0.00 45 $196.95 801409162656 01/16/23 $1.84 10 $18.35 0 0.00 10 $18.35 801411162989 01/16/23 $4.58 13 $59.55 0 0.00 13 $59.55 801412163002 01/16/23 $2.29 10 $22.92 0 0.00 10 $22.92 801413163012 01/16/23 $3.73 27 $100.62 0 0.00 27 $100.62 801415161898 01/16/23 $2.19 11 $24.07 0 0.00 11 $24.07 463406171210 01/17/23 $1.00 1 $1.00 0 0.00 1 $1.00 463413171804 01/17/23 $4.25 10 $42.50 0 0.00 10 $42.50 463418171136 01/17/23 $4.75 2 $9.50 0 0.00 2 $9.50 463429171963 01/17/23 $4.21 24 $100.95 0 0.00 24 $100.95 463439171744 01/17/23 $8.25 2 $16.50 0 0.00 2 $16.50 463442171611 01/17/23 $3.50 2 $7.00 0 0.00 2 $7.00 463448171590 01/17/23 $4.20 5 $21.00 0 0.00 5 $21.00 463566171849 01/17/23 $5.28 18 $95.00 0 0.00 18 $95.00 463581171620 01/17/23 $7.50 6 $45.00 0 0.00 6 $45.00 801322173047 01/17/23 $4.27 15 $64.01 0 0.00 15 $64.01 801323173132 01/17/23 $6.84 573 $3,918.37 0 0.00 573 $3,918.37 801324172966 01/17/23 $3.69 175 $646.20 0 0.00 175 $646.20 801325173130 01/17/23 $6.22 659 $4,096.62 0 0.00 659 $4,096.62 801326173083 01/17/23 $3.22 30 $96.53 0 0.00 30 $96.53 801327173129 01/17/23 $5.38 128 $689.23 0 0.00 128 $689.23 801328173130 01/17/23 $5.07 818 $4,147.56 0 0.00 818 $4,147.56 801330173130 01/17/23 $4.47 405 $1,811.75 0 0.00 405 $1,811.75 801331173104 01/17/23 $1.87 232 $433.71 0 0.00 232 $433.71 801332173102 01/17/23 $4.58 57 $260.99 0 0.00 57 $260.99 801333173042 01/17/23 $4.76 57 $271.05 0 0.00 57 $271.05 801335172927 01/17/23 $2.86 28 $80.13 0 0.00 28 $80.13 801336173130 01/17/23 $5.92 293 $1,734.36 0 0.00 293 $1,734.36 801338173008 01/17/23 $2.50 31 $77.40 0 0.00 31 $77.40 801339173042 01/17/23 $4.04 227 $917.93 0 0.00 227 $917.93 801340173131 01/17/23 $6.59 1,021 $6,730.06 0 0.00 1,021 $6,730.06 801341173131 01/17/23 $7.77 731 $5,681.45 0 0.00 731 $5,681.45 801342172764 01/17/23 $4.16 8 $33.30 0 0.00 8 $33.30 801343173129 01/17/23 $1.36 382 $521.05 0 0.00 382 $521.05 801344172154 01/17/23 $0.73 7 $5.12 0 0.00 7 $5.12 801346173115 01/17/23 $1.33 47 $62.65 0 0.00 47 $62.65 801347172999 01/17/23 $1.27 25 $31.75 0 0.00 25 $31.75 801348172206 01/17/23 $1.12 6 $6.69 0 0.00 6 $6.69 801349173077 01/17/23 $1.63 82 $134.05 0 0.00 82 $134.05 801350173027 01/17/23 $1.61 42 $67.75 0 0.00 42 $67.75 801351173130 01/17/23 $1.45 571 $828.68 0 0.00 571 $828.68 801353173039 01/17/23 $2.87 37 $106.27 0 0.00 37 $106.27 801354173086 01/17/23 $2.05 228 $467.64 0 0.00 228 $467.64 801355172267 01/17/23 $10.31 1 $10.31 0 0.00 1 $10.31 144 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 Customer Service Website - Phone - 1-800-432-7628 Page 28 of 58 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 Ticket Items Amount Items Amount Items Amount 801356173082 01/17/23 $1.19 21 $24.99 0 0.00 21 $24.99 801357172919 01/17/23 $1.80 13 $23.36 0 0.00 13 $23.36 801358173074 01/17/23 $2.06 102 $210.22 0 0.00 102 $210.22 801359173062 01/17/23 $3.02 241 $728.07 0 0.00 241 $728.07 801361173061 01/17/23 $2.97 363 $1,078.77 0 0.00 363 $1,078.77 801362173059 01/17/23 $3.59 121 $433.97 0 0.00 121 $433.97 801363173058 01/17/23 $3.82 48 $183.40 0 0.00 48 $183.40 801364173062 01/17/23 $3.66 146 $535.06 0 0.00 146 $535.06 801365173053 01/17/23 $4.29 36 $154.51 0 0.00 36 $154.51 801366172552 01/17/23 $2.08 11 $22.90 0 0.00 11 $22.90 801367173004 01/17/23 $6.52 30 $195.50 0 0.00 30 $195.50 801368173056 01/17/23 $4.92 89 $437.60 0 0.00 89 $437.60 801369173123 01/17/23 $7.58 51 $386.76 0 0.00 51 $386.76 801370173123 01/17/23 $7.20 66 $474.93 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 01/17/23 $1.71 67 $114.30 0 0.00 67 $114.30 801397173061 01/17/23 $2.90 341 $988.03 0 0.00 341 $988.03 801398172879 01/17/23 $1.96 54 $105.72 0 0.00 54 $105.72 801399172779 01/17/23 $0.35 1 $0.35 0 0.00 1 $0.35 801400173083 01/17/23 $3.11 167 $518.91 0 0.00 167 $518.91 801401173052 01/17/23 $3.10 17 $52.67 0 0.00 17 $52.67 801403173098 01/17/23 $2.09 29 $60.68 0 0.00 29 $60.68 801404172689 01/17/23 $2.35 11 $25.80 0 0.00 11 $25.80 801405172131 01/17/23 $2.53 15 $37.90 0 0.00 15 $37.90 801406172980 01/17/23 $3.77 384 $1,448.80 0 0.00 384 $1,448.80 801407173057 01/17/23 $4.59 31 $142.23 0 0.00 31 $142.23 801408173057 01/17/23 $3.47 49 $170.10 0 0.00 49 $170.10 801409172657 01/17/23 $1.88 10 $18.75 0 0.00 10 $18.75 801411172990 01/17/23 $4.03 9 $36.30 0 0.00 9 $36.30 801412173003 01/17/23 $1.87 11 $20.61 0 0.00 11 $20.61 801413173013 01/17/23 $2.60 29 $75.31 0 0.00 29 $75.31 801415171899 01/17/23 $1.19 4 $4.75 0 0.00 4 $4.75 463406181211 01/18/23 $2.50 2 $5.00 0 0.00 2 $5.00 463413181805 01/18/23 $3.34 16 $53.50 0 0.00 16 $53.50 463429181964 01/18/23 $4.81 29 $139.50 0 0.00 29 $139.50 463439181745 01/18/23 $6.50 1 $6.50 0 0.00 1 $6.50 463448181591 01/18/23 $3.14 14 $44.00 0 0.00 14 $44.00 463566181850 01/18/23 $7.15 24 $171.50 0 0.00 24 $171.50 145 YOUR CARD PROCESSING STATEMENT Merchant Number 275173125889 Customer Service Website - Phone - 1-800-432-7628 Page 29 of 58 Statement Period 01/01/23 - 01/31/23 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. SUMMARY BY BATCH Total Gross Sales You Submitted Refunds Total Amount You Submitted Batch Submit Date Average Ticket Items Amount Items Amount Items Amount 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 $408.39 146 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 Customer Service Website - Phone - 1-800-432-7628 Page 30 of 58 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 Ticket Items Amount Items Amount Items Amount 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 $107.21 147 YOUR CARD PROCESSING STATEMENT Merchant Number 275173125889 Customer Service Website - Phone - 1-800-432-7628 Page 31 of 58 Statement Period 01/01/23 - 01/31/23 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. SUMMARY BY BATCH Total Gross Sales You Submitted Refunds Total Amount You Submitted Batch Submit Date Average Ticket Items Amount Items Amount Items Amount 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 $77.67 148 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 Customer Service Website - Phone - 1-800-432-7628 Page 32 of 58 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 Ticket Items Amount Items Amount Items Amount 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 $247.87 149 YOUR CARD PROCESSING STATEMENT Merchant Number 275173125889 Customer Service Website - Phone - 1-800-432-7628 Page 33 of 58 Statement Period 01/01/23 - 01/31/23 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. SUMMARY BY BATCH Total Gross Sales You Submitted Refunds Total Amount You Submitted Batch Submit Date Average Ticket Items Amount Items Amount Items Amount 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 $7,044.65 150 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 Customer Service Website - Phone - 1-800-432-7628 Page 34 of 58 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 Ticket Items Amount Items Amount Items Amount 801342212768 01/21/23 $3.12 16 $49.89 0 0.00 16 $49.89 801343213133 01/21/23 $1.29 355 $456.89 0 0.00 355 $456.89 801344212158 01/21/23 $0.87 3 $2.61 0 0.00 3 $2.61 801346213119 01/21/23 $1.36 46 $62.72 0 0.00 46 $62.72 801347213003 01/21/23 $1.93 35 $67.55 0 0.00 35 $67.55 801348212210 01/21/23 $0.79 4 $3.15 0 0.00 4 $3.15 801349213081 01/21/23 $1.88 65 $122.37 0 0.00 65 $122.37 801350213031 01/21/23 $1.44 31 $44.56 0 0.00 31 $44.56 801351213134 01/21/23 $1.49 532 $792.45 0 0.00 532 $792.45 801353213043 01/21/23 $2.11 50 $105.28 0 0.00 50 $105.28 801354213090 01/21/23 $2.37 271 $641.72 0 0.00 271 $641.72 801355212270 01/21/23 $4.60 2 $9.20 0 0.00 2 $9.20 801356213086 01/21/23 $1.27 43 $54.75 0 0.00 43 $54.75 801357212923 01/21/23 $2.43 27 $65.70 0 0.00 27 $65.70 801358213078 01/21/23 $2.42 112 $270.51 0 0.00 112 $270.51 801359213066 01/21/23 $3.74 229 $856.37 0 0.00 229 $856.37 801361213065 01/21/23 $3.59 363 $1,303.25 0 0.00 363 $1,303.25 801362213063 01/21/23 $4.45 127 $565.28 0 0.00 127 $565.28 801363213062 01/21/23 $4.25 43 $182.70 0 0.00 43 $182.70 801364213066 01/21/23 $4.12 109 $449.44 0 0.00 109 $449.44 801365213057 01/21/23 $4.90 22 $107.74 0 0.00 22 $107.74 801366212556 01/21/23 $1.35 1 $1.35 0 0.00 1 $1.35 801367213008 01/21/23 $4.69 42 $197.00 0 0.00 42 $197.00 801368213060 01/21/23 $5.23 84 $439.54 0 0.00 84 $439.54 801369213127 01/21/23 $5.70 74 $421.43 0 0.00 74 $421.43 801370213127 01/21/23 $6.59 57 $375.56 0 0.00 57 $375.56 801372213134 01/21/23 $4.75 122 $579.27 0 0.00 122 $579.27 801373213124 01/21/23 $5.65 120 $678.37 0 0.00 120 $678.37 801374213133 01/21/23 $5.20 161 $836.46 0 0.00 161 $836.46 801375213131 01/21/23 $5.20 261 $1,356.59 0 0.00 261 $1,356.59 801376212246 01/21/23 $3.72 147 $546.71 0 0.00 147 $546.71 801377213045 01/21/23 $3.83 113 $433.00 0 0.00 113 $433.00 801379212961 01/21/23 $5.39 93 $501.48 0 0.00 93 $501.48 801380212893 01/21/23 $1.65 18 $29.77 0 0.00 18 $29.77 801381213047 01/21/23 $2.33 95 $221.62 0 0.00 95 $221.62 801382213053 01/21/23 $19.75 167 $3,298.00 0 0.00 167 $3,298.00 801383212970 01/21/23 $1.75 20 $35.01 0 0.00 20 $35.01 801384213046 01/21/23 $3.76 114 $429.12 0 0.00 114 $429.12 801385213046 01/21/23 $4.34 179 $776.95 0 0.00 179 $776.95 801387213039 01/21/23 $1.92 50 $95.91 0 0.00 50 $95.91 801388211460 01/21/23 $2.99 3 $8.97 0 0.00 3 $8.97 801389213131 01/21/23 $1.46 85 $124.29 0 0.00 85 $124.29 801391213067 01/21/23 $1.17 8 $9.33 0 0.00 8 $9.33 801392213021 01/21/23 $1.59 14 $22.22 0 0.00 14 $22.22 801393213114 01/21/23 $1.32 26 $34.40 0 0.00 26 $34.40 801395213046 01/21/23 $1.47 6 $8.81 0 0.00 6 $8.81 801396213115 01/21/23 $2.50 54 $134.87 0 0.00 54 $134.87 801397213065 01/21/23 $3.39 348 $1,181.28 0 0.00 348 $1,181.28 801398212883 01/21/23 $2.19 39 $85.56 0 0.00 39 $85.56 801399212782 01/21/23 $2.35 3 $7.05 0 0.00 3 $7.05 801400213087 01/21/23 $3.63 141 $511.35 0 0.00 141 $511.35 801401213056 01/21/23 $1.56 48 $75.03 0 0.00 48 $75.03 801403213102 01/21/23 $1.68 44 $74.02 0 0.00 44 $74.02 801404212693 01/21/23 $2.07 8 $16.57 0 0.00 8 $16.57 801405212135 01/21/23 $3.33 20 $66.61 0 0.00 20 $66.61 801406212984 01/21/23 $6.96 263 $1,831.25 0 0.00 263 $1,831.25 801407213061 01/21/23 $5.33 21 $111.99 0 0.00 21 $111.99 151 YOUR CARD PROCESSING STATEMENT Merchant Number 275173125889 Customer Service Website - Phone - 1-800-432-7628 Page 35 of 58 Statement Period 01/01/23 - 01/31/23 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. SUMMARY BY BATCH Total Gross Sales You Submitted Refunds Total Amount You Submitted Batch Submit Date Average Ticket Items Amount Items Amount Items Amount 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 $584.40 152 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 Customer Service Website - Phone - 1-800-432-7628 Page 36 of 58 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 Ticket Items Amount Items Amount Items Amount 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 $294.48 153 YOUR CARD PROCESSING STATEMENT Merchant Number 275173125889 Customer Service Website - Phone - 1-800-432-7628 Page 37 of 58 Statement Period 01/01/23 - 01/31/23 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. SUMMARY BY BATCH Total Gross Sales You Submitted Refunds Total Amount You Submitted Batch Submit Date Average Ticket Items Amount Items Amount Items Amount 801335232933 01/23/23 $3.81 44 $167.85 0 0.00 44 $167.85 801336233136 01/23/23 $6.57 391 $2,569.93 0 0.00 391 $2,569.93 801338233014 01/23/23 $3.40 30 $102.05 0 0.00 30 $102.05 801339233048 01/23/23 $3.82 378 $1,445.59 0 0.00 378 $1,445.59 801340233137 01/23/23 $7.01 1,456 $10,213.59 0 0.00 1,456 $10,213.59 801341233137 01/23/23 $7.69 973 $7,481.50 0 0.00 973 $7,481.50 801342232770 01/23/23 $2.97 17 $50.45 0 0.00 17 $50.45 801343233135 01/23/23 $1.54 170 $262.08 0 0.00 170 $262.08 801344232160 01/23/23 $1.65 3 $4.95 0 0.00 3 $4.95 801346233121 01/23/23 $1.26 23 $29.06 0 0.00 23 $29.06 801347233005 01/23/23 $1.41 7 $9.89 0 0.00 7 $9.89 801348232212 01/23/23 $1.54 4 $6.15 0 0.00 4 $6.15 801349233083 01/23/23 $1.68 6 $10.10 0 0.00 6 $10.10 801350233033 01/23/23 $1.48 17 $25.16 0 0.00 17 $25.16 801351233136 01/23/23 $1.66 786 $1,300.95 0 0.00 786 $1,300.95 801353233045 01/23/23 $2.46 52 $128.08 0 0.00 52 $128.08 801354233092 01/23/23 $2.44 567 $1,381.05 0 0.00 567 $1,381.05 801355232272 01/23/23 $3.51 5 $17.56 0 0.00 5 $17.56 801356233088 01/23/23 $2.01 16 $32.17 0 0.00 16 $32.17 801357232925 01/23/23 $2.13 16 $34.04 0 0.00 16 $34.04 801358233080 01/23/23 $2.70 196 $528.77 0 0.00 196 $528.77 801359233068 01/23/23 $3.55 262 $930.43 0 0.00 262 $930.43 801361233067 01/23/23 $3.57 381 $1,359.44 0 0.00 381 $1,359.44 801362233065 01/23/23 $4.50 116 $521.77 0 0.00 116 $521.77 801363233064 01/23/23 $4.86 38 $184.55 0 0.00 38 $184.55 801364233068 01/23/23 $2.99 109 $326.36 0 0.00 109 $326.36 801365233059 01/23/23 $3.61 50 $180.68 0 0.00 50 $180.68 801366232558 01/23/23 $2.90 9 $26.10 0 0.00 9 $26.10 801367233010 01/23/23 $5.06 73 $369.70 0 0.00 73 $369.70 801368233062 01/23/23 $4.60 113 $519.55 0 0.00 113 $519.55 801369233129 01/23/23 $6.90 77 $531.44 0 0.00 77 $531.44 801370233129 01/23/23 $6.78 90 $610.35 0 0.00 90 $610.35 801372233136 01/23/23 $4.47 172 $768.26 0 0.00 172 $768.26 801373233126 01/23/23 $4.96 160 $792.97 0 0.00 160 $792.97 801374233135 01/23/23 $5.50 166 $913.68 0 0.00 166 $913.68 801375233133 01/23/23 $5.51 245 $1,350.72 0 0.00 245 $1,350.72 801376232248 01/23/23 $4.38 87 $381.18 0 0.00 87 $381.18 801377233047 01/23/23 $4.10 139 $570.24 0 0.00 139 $570.24 801379232963 01/23/23 $4.72 85 $401.30 0 0.00 85 $401.30 801380232895 01/23/23 $1.94 47 $91.21 0 0.00 47 $91.21 801381233049 01/23/23 $2.29 137 $313.76 0 0.00 137 $313.76 801382233055 01/23/23 $19.11 220 $4,204.25 0 0.00 220 $4,204.25 801383232972 01/23/23 $1.96 35 $68.43 0 0.00 35 $68.43 801384233048 01/23/23 $3.05 127 $387.41 0 0.00 127 $387.41 801385233048 01/23/23 $4.09 135 $552.35 0 0.00 135 $552.35 801387233041 01/23/23 $2.29 57 $130.46 0 0.00 57 $130.46 801388231462 01/23/23 $1.93 3 $5.80 0 0.00 3 $5.80 801389233133 01/23/23 $1.92 31 $59.51 0 0.00 31 $59.51 801391233069 01/23/23 $1.57 6 $9.42 0 0.00 6 $9.42 801392233023 01/23/23 $1.47 19 $27.87 0 0.00 19 $27.87 801393233116 01/23/23 $1.25 23 $28.73 0 0.00 23 $28.73 801395233048 01/23/23 $7.68 3 $23.05 0 0.00 3 $23.05 801396233117 01/23/23 $2.22 197 $437.36 0 0.00 197 $437.36 801397233067 01/23/23 $3.74 329 $1,228.88 0 0.00 329 $1,228.88 801398232885 01/23/23 $2.60 147 $382.31 0 0.00 147 $382.31 801399232783 01/23/23 $1.55 5 $7.75 0 0.00 5 $7.75 801400233089 01/23/23 $3.07 186 $570.89 0 0.00 186 $570.89 154 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 Customer Service Website - Phone - 1-800-432-7628 Page 38 of 58 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 Ticket Items Amount Items Amount Items Amount 801401233058 01/23/23 $2.03 20 $40.66 0 0.00 20 $40.66 801403233104 01/23/23 $1.71 30 $51.25 0 0.00 30 $51.25 801404232695 01/23/23 $2.58 23 $59.41 0 0.00 23 $59.41 801405232137 01/23/23 $3.03 65 $196.81 0 0.00 65 $196.81 801406232986 01/23/23 $20.35 196 $3,988.60 0 0.00 196 $3,988.60 801407233063 01/23/23 $4.52 41 $185.13 0 0.00 41 $185.13 801408233063 01/23/23 $3.06 52 $159.16 0 0.00 52 $159.16 801409232663 01/23/23 $2.04 31 $63.31 0 0.00 31 $63.31 801411232996 01/23/23 $4.52 27 $122.03 0 0.00 27 $122.03 801412233009 01/23/23 $2.07 14 $28.95 0 0.00 14 $28.95 801413233019 01/23/23 $3.14 10 $31.42 0 0.00 10 $31.42 801415231905 01/23/23 $1.69 8 $13.52 0 0.00 8 $13.52 463413241811 01/24/23 $3.36 7 $23.50 0 0.00 7 $23.50 463418241140 01/24/23 $5.00 1 $5.00 0 0.00 1 $5.00 463429241970 01/24/23 $5.92 20 $118.45 0 0.00 20 $118.45 463439241751 01/24/23 $7.75 2 $15.50 0 0.00 2 $15.50 463442241617 01/24/23 $8.50 3 $25.50 0 0.00 3 $25.50 463448241597 01/24/23 $2.42 6 $14.50 0 0.00 6 $14.50 463566241855 01/24/23 $8.04 24 $193.00 0 0.00 24 $193.00 463581241627 01/24/23 $7.81 8 $62.45 0 0.00 8 $62.45 801322243054 01/24/23 $3.93 35 $137.70 0 0.00 35 $137.70 801323243139 01/24/23 $6.32 555 $3,505.00 0 0.00 555 $3,505.00 801324242973 01/24/23 $4.94 139 $686.36 0 0.00 139 $686.36 801325243137 01/24/23 $6.10 449 $2,738.77 0 0.00 449 $2,738.77 801326243090 01/24/23 $3.60 30 $107.92 0 0.00 30 $107.92 801327243136 01/24/23 $5.44 139 $755.70 0 0.00 139 $755.70 801328243137 01/24/23 $4.85 780 $3,784.18 0 0.00 780 $3,784.18 801330243137 01/24/23 $4.31 394 $1,699.79 0 0.00 394 $1,699.79 801331243111 01/24/23 $1.84 208 $383.31 0 0.00 208 $383.31 801332243109 01/24/23 $4.67 47 $219.62 0 0.00 47 $219.62 801333243049 01/24/23 $5.20 42 $218.45 0 0.00 42 $218.45 801334242483 01/24/23 $2.30 2 $4.60 0 0.00 2 $4.60 801335242934 01/24/23 $3.43 32 $109.85 0 0.00 32 $109.85 801336243137 01/24/23 $5.42 256 $1,387.58 0 0.00 256 $1,387.58 801338243015 01/24/23 $2.70 19 $51.31 0 0.00 19 $51.31 801339243049 01/24/23 $4.09 209 $855.59 0 0.00 209 $855.59 801340243138 01/24/23 $7.19 868 $6,240.59 0 0.00 868 $6,240.59 801341243138 01/24/23 $7.60 809 $6,145.85 0 0.00 809 $6,145.85 801342242771 01/24/23 $3.98 8 $31.80 0 0.00 8 $31.80 801343243136 01/24/23 $1.28 355 $455.42 0 0.00 355 $455.42 801344242161 01/24/23 $1.64 6 $9.83 0 0.00 6 $9.83 801346243122 01/24/23 $1.12 63 $70.85 0 0.00 63 $70.85 801347243006 01/24/23 $1.75 37 $64.59 0 0.00 37 $64.59 801348242213 01/24/23 $1.35 1 $1.35 0 0.00 1 $1.35 801349243084 01/24/23 $1.61 95 $152.69 0 0.00 95 $152.69 801350243034 01/24/23 $1.31 51 $66.60 0 0.00 51 $66.60 801351243137 01/24/23 $1.44 455 $655.21 0 0.00 455 $655.21 801353243046 01/24/23 $2.93 35 $102.66 0 0.00 35 $102.66 801354243093 01/24/23 $2.33 204 $475.21 0 0.00 204 $475.21 801355242273 01/24/23 $5.06 2 $10.11 0 0.00 2 $10.11 801356243089 01/24/23 $1.25 41 $51.08 0 0.00 41 $51.08 801357242926 01/24/23 $3.30 9 $29.71 0 0.00 9 $29.71 801358243081 01/24/23 $2.29 112 $256.74 0 0.00 112 $256.74 801359243069 01/24/23 $3.38 174 $588.71 0 0.00 174 $588.71 801361243068 01/24/23 $3.46 277 $959.37 0 0.00 277 $959.37 801362243066 01/24/23 $3.55 87 $309.27 0 0.00 87 $309.27 801363243065 01/24/23 $4.60 34 $156.36 0 0.00 34 $156.36 155 YOUR CARD PROCESSING STATEMENT Merchant Number 275173125889 Customer Service Website - Phone - 1-800-432-7628 Page 39 of 58 Statement Period 01/01/23 - 01/31/23 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. SUMMARY BY BATCH Total Gross Sales You Submitted Refunds Total Amount You Submitted Batch Submit Date Average Ticket Items Amount Items Amount Items Amount 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 $838.93 156 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 Customer Service Website - Phone - 1-800-432-7628 Page 40 of 58 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 Ticket Items Amount Items Amount Items Amount 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 $838.55 157 YOUR CARD PROCESSING STATEMENT Merchant Number 275173125889 Customer Service Website - Phone - 1-800-432-7628 Page 41 of 58 Statement Period 01/01/23 - 01/31/23 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. SUMMARY BY BATCH Total Gross Sales You Submitted Refunds Total Amount You Submitted Batch Submit Date Average Ticket Items Amount Items Amount Items Amount 801398252887 01/25/23 $2.67 30 $80.19 0 0.00 30 $80.19 801399252785 01/25/23 $4.35 2 $8.70 0 0.00 2 $8.70 801400253091 01/25/23 $3.72 140 $520.78 0 0.00 140 $520.78 801401253060 01/25/23 $2.79 38 $105.87 0 0.00 38 $105.87 801403253106 01/25/23 $1.76 38 $66.70 0 0.00 38 $66.70 801404252697 01/25/23 $2.67 11 $29.32 0 0.00 11 $29.32 801405252139 01/25/23 $2.21 16 $35.37 0 0.00 16 $35.37 801406252988 01/25/23 $4.41 269 $1,185.85 0 0.00 269 $1,185.85 801407253065 01/25/23 $6.02 29 $174.72 0 0.00 29 $174.72 801408253065 01/25/23 $3.18 33 $104.95 0 0.00 33 $104.95 801409252665 01/25/23 $2.98 39 $116.33 0 0.00 39 $116.33 801411252998 01/25/23 $4.71 13 $61.26 0 0.00 13 $61.26 801412253011 01/25/23 $1.40 11 $15.42 0 0.00 11 $15.42 801413253021 01/25/23 $3.45 12 $41.44 0 0.00 12 $41.44 801415251907 01/25/23 $2.18 5 $10.92 0 0.00 5 $10.92 463413261813 01/26/23 $4.89 9 $44.00 0 0.00 9 $44.00 463418261142 01/26/23 $3.75 2 $7.50 0 0.00 2 $7.50 463429261972 01/26/23 $5.33 21 $111.95 0 0.00 21 $111.95 463439261753 01/26/23 $3.75 2 $7.50 0 0.00 2 $7.50 463442261619 01/26/23 $1.00 1 $1.00 0 0.00 1 $1.00 463448261599 01/26/23 $4.75 10 $47.50 0 0.00 10 $47.50 463566261857 01/26/23 $7.07 30 $212.00 0 0.00 30 $212.00 463581261629 01/26/23 $3.21 7 $22.50 0 0.00 7 $22.50 801322263056 01/26/23 $2.93 31 $90.80 0 0.00 31 $90.80 801323263141 01/26/23 $6.93 521 $3,612.46 0 0.00 521 $3,612.46 801324262975 01/26/23 $5.22 121 $631.11 0 0.00 121 $631.11 801325263139 01/26/23 $5.74 515 $2,954.35 0 0.00 515 $2,954.35 801326263092 01/26/23 $3.81 28 $106.62 0 0.00 28 $106.62 801327263138 01/26/23 $4.51 133 $599.17 0 0.00 133 $599.17 801328263139 01/26/23 $5.12 769 $3,936.99 0 0.00 769 $3,936.99 801330263139 01/26/23 $4.58 427 $1,954.76 0 0.00 427 $1,954.76 801331263113 01/26/23 $1.73 197 $340.90 0 0.00 197 $340.90 801332263111 01/26/23 $4.86 37 $179.91 0 0.00 37 $179.91 801333263051 01/26/23 $4.58 42 $192.47 0 0.00 42 $192.47 801335262936 01/26/23 $3.14 31 $97.40 0 0.00 31 $97.40 801336263139 01/26/23 $6.16 270 $1,664.07 0 0.00 270 $1,664.07 801338263017 01/26/23 $3.28 25 $82.05 0 0.00 25 $82.05 801339263051 01/26/23 $3.91 250 $976.85 0 0.00 250 $976.85 801340263140 01/26/23 $7.30 904 $6,600.69 0 0.00 904 $6,600.69 801341263140 01/26/23 $8.12 707 $5,742.83 0 0.00 707 $5,742.83 801342262773 01/26/23 $3.04 13 $39.50 0 0.00 13 $39.50 801343263138 01/26/23 $1.24 380 $472.88 0 0.00 380 $472.88 801344262163 01/26/23 $1.35 2 $2.69 0 0.00 2 $2.69 801346263124 01/26/23 $1.04 40 $41.44 0 0.00 40 $41.44 801347263008 01/26/23 $2.08 48 $99.78 0 0.00 48 $99.78 801348262214 01/26/23 $4.39 4 $17.55 0 0.00 4 $17.55 801349263086 01/26/23 $1.74 111 $193.46 0 0.00 111 $193.46 801350263036 01/26/23 $1.67 58 $96.99 0 0.00 58 $96.99 801351263139 01/26/23 $1.44 459 $661.16 0 0.00 459 $661.16 801353263048 01/26/23 $2.56 44 $112.44 0 0.00 44 $112.44 801354263095 01/26/23 $2.11 227 $478.38 0 0.00 227 $478.38 801355262275 01/26/23 $4.22 5 $21.12 0 0.00 5 $21.12 801356263091 01/26/23 $1.11 39 $43.43 0 0.00 39 $43.43 801357262928 01/26/23 $2.71 20 $54.10 0 0.00 20 $54.10 801358263083 01/26/23 $2.20 97 $213.56 0 0.00 97 $213.56 801359263071 01/26/23 $3.61 222 $800.64 0 0.00 222 $800.64 801361263070 01/26/23 $3.28 341 $1,117.71 0 0.00 341 $1,117.71 158 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 Customer Service Website - Phone - 1-800-432-7628 Page 42 of 58 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 Ticket Items Amount Items Amount Items Amount 801362263068 01/26/23 $4.09 82 $335.59 0 0.00 82 $335.59 801363263067 01/26/23 $3.91 46 $179.99 0 0.00 46 $179.99 801364263071 01/26/23 $3.46 130 $450.31 0 0.00 130 $450.31 801365263062 01/26/23 $3.93 37 $145.40 0 0.00 37 $145.40 801366262561 01/26/23 $2.35 2 $4.70 0 0.00 2 $4.70 801367263013 01/26/23 $5.41 46 $248.75 0 0.00 46 $248.75 801368263065 01/26/23 $5.63 61 $343.40 0 0.00 61 $343.40 801369263132 01/26/23 $5.73 48 $275.14 0 0.00 48 $275.14 801370263132 01/26/23 $6.24 61 $380.91 0 0.00 61 $380.91 801372263139 01/26/23 $5.25 98 $514.14 0 0.00 98 $514.14 801373263129 01/26/23 $5.49 104 $570.61 0 0.00 104 $570.61 801374263138 01/26/23 $5.36 168 $901.21 0 0.00 168 $901.21 801375263136 01/26/23 $5.29 222 $1,175.16 0 0.00 222 $1,175.16 801376262251 01/26/23 $4.31 87 $375.34 0 0.00 87 $375.34 801377263050 01/26/23 $3.88 66 $256.19 0 0.00 66 $256.19 801379262966 01/26/23 $5.08 65 $330.15 0 0.00 65 $330.15 801380262898 01/26/23 $2.08 14 $29.17 0 0.00 14 $29.17 801381263052 01/26/23 $2.27 103 $233.32 0 0.00 103 $233.32 801382263058 01/26/23 $19.15 143 $2,737.75 0 0.00 143 $2,737.75 801383262975 01/26/23 $2.00 13 $26.06 0 0.00 13 $26.06 801384263051 01/26/23 $3.27 138 $451.85 0 0.00 138 $451.85 801385263051 01/26/23 $4.03 146 $587.92 0 0.00 146 $587.92 801387263044 01/26/23 $2.10 46 $96.74 0 0.00 46 $96.74 801388261463 01/26/23 $3.71 1 $3.71 0 0.00 1 $3.71 801389263136 01/26/23 $1.42 111 $157.47 0 0.00 111 $157.47 801391263072 01/26/23 $1.45 14 $20.23 0 0.00 14 $20.23 801392263026 01/26/23 $1.79 14 $25.10 0 0.00 14 $25.10 801393263119 01/26/23 $1.26 17 $21.34 0 0.00 17 $21.34 801395263051 01/26/23 $1.02 3 $3.05 0 0.00 3 $3.05 801396263120 01/26/23 $2.47 83 $205.27 0 0.00 83 $205.27 801397263070 01/26/23 $3.41 278 $946.87 0 0.00 278 $946.87 801398262888 01/26/23 $1.94 32 $61.93 0 0.00 32 $61.93 801399262786 01/26/23 $1.19 2 $2.37 0 0.00 2 $2.37 801400263092 01/26/23 $2.91 182 $529.95 0 0.00 182 $529.95 801401263061 01/26/23 $1.71 34 $58.13 0 0.00 34 $58.13 801403263107 01/26/23 $1.71 52 $88.85 0 0.00 52 $88.85 801404262698 01/26/23 $2.41 12 $28.91 0 0.00 12 $28.91 801405262140 01/26/23 $2.78 16 $44.44 0 0.00 16 $44.44 801406262989 01/26/23 $4.43 324 $1,435.45 0 0.00 324 $1,435.45 801407263066 01/26/23 $5.12 43 $220.16 0 0.00 43 $220.16 801408263066 01/26/23 $3.55 29 $103.00 0 0.00 29 $103.00 801409262666 01/26/23 $2.77 32 $88.60 0 0.00 32 $88.60 801411262999 01/26/23 $5.27 5 $26.36 0 0.00 5 $26.36 801412263012 01/26/23 $1.72 13 $22.38 0 0.00 13 $22.38 801413263022 01/26/23 $3.29 19 $62.60 0 0.00 19 $62.60 801415261908 01/26/23 $2.10 1 $2.10 0 0.00 1 $2.10 463413271814 01/27/23 $4.17 12 $50.00 0 0.00 12 $50.00 463429271973 01/27/23 $4.39 32 $140.45 0 0.00 32 $140.45 463442271620 01/27/23 $6.50 1 $6.50 0 0.00 1 $6.50 463448271600 01/27/23 $3.64 7 $25.50 0 0.00 7 $25.50 463566271858 01/27/23 $7.47 29 $216.50 0 0.00 29 $216.50 463581271630 01/27/23 $8.00 4 $32.00 0 0.00 4 $32.00 801322273057 01/27/23 $3.02 23 $69.38 0 0.00 23 $69.38 801323273142 01/27/23 $6.90 525 $3,620.59 0 0.00 525 $3,620.59 801324272976 01/27/23 $4.43 124 $549.40 0 0.00 124 $549.40 801325273140 01/27/23 $6.40 520 $3,329.04 0 0.00 520 $3,329.04 801326273093 01/27/23 $4.11 26 $106.78 0 0.00 26 $106.78 159 YOUR CARD PROCESSING STATEMENT Merchant Number 275173125889 Customer Service Website - Phone - 1-800-432-7628 Page 43 of 58 Statement Period 01/01/23 - 01/31/23 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. SUMMARY BY BATCH Total Gross Sales You Submitted Refunds Total Amount You Submitted Batch Submit Date Average Ticket Items Amount Items Amount Items Amount 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 $30.93 160 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 Customer Service Website - Phone - 1-800-432-7628 Page 44 of 58 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 Ticket Items Amount Items Amount Items Amount 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 $50.50 161 YOUR CARD PROCESSING STATEMENT Merchant Number 275173125889 Customer Service Website - Phone - 1-800-432-7628 Page 45 of 58 Statement Period 01/01/23 - 01/31/23 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. SUMMARY BY BATCH Total Gross Sales You Submitted Refunds Total Amount You Submitted Batch Submit Date Average Ticket Items Amount Items Amount Items Amount 801358283085 01/28/23 $3.28 68 $223.17 0 0.00 68 $223.17 801359283073 01/28/23 $3.43 253 $868.18 0 0.00 253 $868.18 801361283072 01/28/23 $3.09 438 $1,351.58 0 0.00 438 $1,351.58 801362283070 01/28/23 $4.57 110 $503.13 0 0.00 110 $503.13 801363283069 01/28/23 $4.21 41 $172.77 0 0.00 41 $172.77 801364283073 01/28/23 $3.41 147 $501.53 0 0.00 147 $501.53 801365283064 01/28/23 $4.36 37 $161.25 0 0.00 37 $161.25 801366282563 01/28/23 $2.45 7 $17.17 0 0.00 7 $17.17 801367283015 01/28/23 $4.53 57 $258.45 0 0.00 57 $258.45 801368283067 01/28/23 $5.83 68 $396.75 0 0.00 68 $396.75 801369283134 01/28/23 $6.69 77 $515.26 0 0.00 77 $515.26 801370283134 01/28/23 $4.51 102 $459.54 0 0.00 102 $459.54 801372283141 01/28/23 $5.16 98 $505.66 0 0.00 98 $505.66 801373283131 01/28/23 $4.55 126 $572.80 0 0.00 126 $572.80 801374283140 01/28/23 $5.47 198 $1,082.91 0 0.00 198 $1,082.91 801375283138 01/28/23 $5.27 227 $1,196.54 0 0.00 227 $1,196.54 801376282253 01/28/23 $3.93 95 $373.24 0 0.00 95 $373.24 801377283052 01/28/23 $3.83 64 $244.82 0 0.00 64 $244.82 801379282968 01/28/23 $4.59 87 $399.60 0 0.00 87 $399.60 801380282900 01/28/23 $1.85 23 $42.63 0 0.00 23 $42.63 801381283054 01/28/23 $2.11 121 $254.98 0 0.00 121 $254.98 801382283060 01/28/23 $19.42 139 $2,699.50 0 0.00 139 $2,699.50 801383282977 01/28/23 $1.75 30 $52.55 0 0.00 30 $52.55 801384283053 01/28/23 $3.89 99 $384.74 0 0.00 99 $384.74 801385283053 01/28/23 $4.50 128 $576.27 0 0.00 128 $576.27 801387283046 01/28/23 $1.61 45 $72.57 0 0.00 45 $72.57 801388281464 01/28/23 $3.85 1 $3.85 0 0.00 1 $3.85 801389283138 01/28/23 $1.50 84 $126.09 0 0.00 84 $126.09 801391283074 01/28/23 $1.14 13 $14.87 0 0.00 13 $14.87 801392283028 01/28/23 $1.48 15 $22.20 0 0.00 15 $22.20 801393283121 01/28/23 $0.99 31 $30.79 0 0.00 31 $30.79 801395283053 01/28/23 $0.97 5 $4.87 0 0.00 5 $4.87 801396283122 01/28/23 $2.13 44 $93.81 0 0.00 44 $93.81 801397283072 01/28/23 $3.36 340 $1,142.51 0 0.00 340 $1,142.51 801398282890 01/28/23 $2.76 22 $60.82 0 0.00 22 $60.82 801399282788 01/28/23 $2.17 2 $4.33 0 0.00 2 $4.33 801400283094 01/28/23 $3.21 141 $453.30 0 0.00 141 $453.30 801401283063 01/28/23 $1.79 54 $96.79 0 0.00 54 $96.79 801403283109 01/28/23 $1.95 39 $76.00 0 0.00 39 $76.00 801404282700 01/28/23 $3.45 8 $27.57 0 0.00 8 $27.57 801405282142 01/28/23 $1.94 13 $25.20 0 0.00 13 $25.20 801406282991 01/28/23 $6.32 245 $1,547.55 0 0.00 245 $1,547.55 801407283068 01/28/23 $5.87 21 $123.18 0 0.00 21 $123.18 801408283068 01/28/23 $3.32 39 $129.60 0 0.00 39 $129.60 801409282668 01/28/23 $2.68 13 $34.85 0 0.00 13 $34.85 801411283001 01/28/23 $6.61 10 $66.05 0 0.00 10 $66.05 801412283014 01/28/23 $1.83 9 $16.45 0 0.00 9 $16.45 801413283024 01/28/23 $3.71 41 $152.17 0 0.00 41 $152.17 801415281910 01/28/23 $1.06 4 $4.22 0 0.00 4 $4.22 463406291218 01/29/23 $12.83 3 $38.50 0 0.00 3 $38.50 463413291816 01/29/23 $3.83 18 $69.00 0 0.00 18 $69.00 463418291143 01/29/23 $1.00 1 $1.00 0 0.00 1 $1.00 463425290891 01/29/23 $5.75 4 $23.00 0 0.00 4 $23.00 463429291975 01/29/23 $2.15 13 $28.00 0 0.00 13 $28.00 463439291755 01/29/23 $3.50 2 $7.00 0 0.00 2 $7.00 463442291622 01/29/23 $10.50 3 $31.50 0 0.00 3 $31.50 463448291602 01/29/23 $12.83 3 $38.50 0 0.00 3 $38.50 162 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 Customer Service Website - Phone - 1-800-432-7628 Page 46 of 58 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 Ticket Items Amount Items Amount Items Amount 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 $467.65 163 YOUR CARD PROCESSING STATEMENT Merchant Number 275173125889 Customer Service Website - Phone - 1-800-432-7628 Page 47 of 58 Statement Period 01/01/23 - 01/31/23 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. SUMMARY BY BATCH Total Gross Sales You Submitted Refunds Total Amount You Submitted Batch Submit Date Average Ticket Items Amount Items Amount Items Amount 801385293054 01/29/23 $4.14 148 $612.21 0 0.00 148 $612.21 801387293047 01/29/23 $1.84 41 $75.37 0 0.00 41 $75.37 801388291465 01/29/23 $2.36 9 $21.26 0 0.00 9 $21.26 801389293139 01/29/23 $1.23 60 $73.90 0 0.00 60 $73.90 801391293075 01/29/23 $1.49 22 $32.67 0 0.00 22 $32.67 801392293029 01/29/23 $1.04 18 $18.69 0 0.00 18 $18.69 801393293122 01/29/23 $1.24 35 $43.47 0 0.00 35 $43.47 801395293054 01/29/23 $2.10 8 $16.83 0 0.00 8 $16.83 801396293123 01/29/23 $2.04 93 $189.89 0 0.00 93 $189.89 801397293073 01/29/23 $3.73 338 $1,259.49 0 0.00 338 $1,259.49 801398292891 01/29/23 $2.42 68 $164.32 0 0.00 68 $164.32 801400293095 01/29/23 $3.12 212 $660.50 0 0.00 212 $660.50 801401293064 01/29/23 $1.35 2 $2.70 0 0.00 2 $2.70 801403293110 01/29/23 $1.54 19 $29.20 0 0.00 19 $29.20 801404292701 01/29/23 $2.68 20 $53.68 0 0.00 20 $53.68 801405292143 01/29/23 $2.54 39 $99.04 0 0.00 39 $99.04 801406292992 01/29/23 $20.17 177 $3,570.90 0 0.00 177 $3,570.90 801407293069 01/29/23 $4.23 20 $84.50 0 0.00 20 $84.50 801408293069 01/29/23 $3.75 55 $206.28 0 0.00 55 $206.28 801409292669 01/29/23 $1.90 27 $51.41 0 0.00 27 $51.41 801411293002 01/29/23 $4.30 30 $129.04 0 0.00 30 $129.04 801412293015 01/29/23 $1.10 6 $6.57 0 0.00 6 $6.57 801413293025 01/29/23 $3.77 25 $94.18 0 0.00 25 $94.18 801415291911 01/29/23 $1.35 5 $6.75 0 0.00 5 $6.75 463413301817 01/30/23 $7.00 18 $126.00 0 0.00 18 $126.00 463429301976 01/30/23 $2.50 17 $42.50 0 0.00 17 $42.50 463439301756 01/30/23 $20.17 3 $60.50 0 0.00 3 $60.50 463442301623 01/30/23 $9.20 5 $46.00 0 0.00 5 $46.00 463448301603 01/30/23 $14.17 6 $85.00 0 0.00 6 $85.00 463581301633 01/30/23 $9.33 6 $56.00 0 0.00 6 $56.00 801322303060 01/30/23 $5.18 45 $232.96 0 0.00 45 $232.96 801323303145 01/30/23 $7.45 688 $5,128.97 0 0.00 688 $5,128.97 801324302979 01/30/23 $4.31 188 $809.52 0 0.00 188 $809.52 801325303143 01/30/23 $6.78 815 $5,527.35 0 0.00 815 $5,527.35 801326303096 01/30/23 $5.06 34 $172.00 0 0.00 34 $172.00 801327303142 01/30/23 $4.96 196 $972.75 0 0.00 196 $972.75 801328303143 01/30/23 $5.98 954 $5,701.15 0 0.00 954 $5,701.15 801330303143 01/30/23 $5.16 392 $2,023.07 0 0.00 392 $2,023.07 801331303117 01/30/23 $2.35 194 $456.54 0 0.00 194 $456.54 801332303115 01/30/23 $3.65 64 $233.42 0 0.00 64 $233.42 801333303055 01/30/23 $4.34 72 $312.25 0 0.00 72 $312.25 801335302940 01/30/23 $4.05 74 $300.05 0 0.00 74 $300.05 801336303143 01/30/23 $6.36 410 $2,606.25 0 0.00 410 $2,606.25 801338303021 01/30/23 $3.49 26 $90.74 0 0.00 26 $90.74 801339303055 01/30/23 $3.81 373 $1,422.67 0 0.00 373 $1,422.67 801340303144 01/30/23 $7.00 1,267 $8,868.65 0 0.00 1,267 $8,868.65 801341303144 01/30/23 $7.66 898 $6,878.15 0 0.00 898 $6,878.15 801342302777 01/30/23 $3.14 14 $43.90 0 0.00 14 $43.90 801343303142 01/30/23 $1.30 249 $324.87 0 0.00 249 $324.87 801344302166 01/30/23 $0.98 2 $1.95 0 0.00 2 $1.95 801346303128 01/30/23 $1.31 19 $24.85 0 0.00 19 $24.85 801347303012 01/30/23 $1.47 11 $16.15 0 0.00 11 $16.15 801348302218 01/30/23 $1.48 2 $2.95 0 0.00 2 $2.95 801349303090 01/30/23 $1.29 12 $15.48 0 0.00 12 $15.48 801350303040 01/30/23 $1.70 18 $30.54 0 0.00 18 $30.54 801351303143 01/30/23 $1.65 817 $1,347.16 0 0.00 817 $1,347.16 801353303052 01/30/23 $2.26 38 $85.85 0 0.00 38 $85.85 164 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 Customer Service Website - Phone - 1-800-432-7628 Page 48 of 58 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 Ticket Items Amount Items Amount Items Amount 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 $16.50 165 YOUR CARD PROCESSING STATEMENT Merchant Number 275173125889 Customer Service Website - Phone - 1-800-432-7628 Page 49 of 58 Statement Period 01/01/23 - 01/31/23 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. SUMMARY BY BATCH Total Gross Sales You Submitted Refunds Total Amount You Submitted Batch Submit Date Average Ticket Items Amount Items Amount Items Amount 463442311624 01/31/23 $8.50 1 $8.50 0 0.00 1 $8.50 463448311604 01/31/23 $2.79 7 $19.50 0 0.00 7 $19.50 463566311861 01/31/23 $7.14 21 $150.00 0 0.00 21 $150.00 463581311634 01/31/23 $9.75 6 $58.50 0 0.00 6 $58.50 801322313061 01/31/23 $2.84 20 $56.80 0 0.00 20 $56.80 801323313146 01/31/23 $6.41 522 $3,345.22 0 0.00 522 $3,345.22 801324312980 01/31/23 $4.73 116 $549.18 0 0.00 116 $549.18 801325313144 01/31/23 $6.01 488 $2,931.27 0 0.00 488 $2,931.27 801326313097 01/31/23 $5.91 25 $147.69 0 0.00 25 $147.69 801327313143 01/31/23 $4.83 119 $575.13 0 0.00 119 $575.13 801328313144 01/31/23 $4.73 710 $3,359.89 0 0.00 710 $3,359.89 801330313144 01/31/23 $4.03 386 $1,556.45 0 0.00 386 $1,556.45 801331313118 01/31/23 $1.57 185 $290.67 0 0.00 185 $290.67 801332313116 01/31/23 $5.73 43 $246.34 0 0.00 43 $246.34 801333313056 01/31/23 $4.67 36 $168.04 0 0.00 36 $168.04 801335312941 01/31/23 $2.85 5 $14.25 0 0.00 5 $14.25 801336313144 01/31/23 $5.78 244 $1,411.39 0 0.00 244 $1,411.39 801338313022 01/31/23 $3.27 38 $124.22 0 0.00 38 $124.22 801339313056 01/31/23 $4.05 263 $1,064.06 0 0.00 263 $1,064.06 801340313145 01/31/23 $6.93 857 $5,935.89 0 0.00 857 $5,935.89 801341313145 01/31/23 $7.79 734 $5,720.95 0 0.00 734 $5,720.95 801342312778 01/31/23 $3.17 10 $31.74 0 0.00 10 $31.74 801343313143 01/31/23 $1.30 375 $487.23 0 0.00 375 $487.23 801344312167 01/31/23 $1.17 7 $8.21 0 0.00 7 $8.21 801346313129 01/31/23 $1.22 64 $78.34 0 0.00 64 $78.34 801347313013 01/31/23 $1.94 42 $81.47 0 0.00 42 $81.47 801348312219 01/31/23 $4.76 2 $9.51 0 0.00 2 $9.51 801349313091 01/31/23 $1.71 95 $162.77 0 0.00 95 $162.77 801350313041 01/31/23 $1.31 55 $72.17 0 0.00 55 $72.17 801351313144 01/31/23 $1.49 470 $698.66 0 0.00 470 $698.66 801353313053 01/31/23 $2.66 40 $106.57 0 0.00 40 $106.57 801354313100 01/31/23 $2.30 234 $538.66 0 0.00 234 $538.66 801355312279 01/31/23 $6.85 2 $13.69 0 0.00 2 $13.69 801356313096 01/31/23 $1.45 36 $52.34 0 0.00 36 $52.34 801357312933 01/31/23 $2.28 14 $31.89 0 0.00 14 $31.89 801358313088 01/31/23 $2.51 87 $218.68 0 0.00 87 $218.68 801359313076 01/31/23 $3.64 181 $658.20 0 0.00 181 $658.20 801361313075 01/31/23 $3.45 267 $920.47 0 0.00 267 $920.47 801362313073 01/31/23 $3.95 82 $323.51 0 0.00 82 $323.51 801363313072 01/31/23 $3.28 46 $150.98 0 0.00 46 $150.98 801364313076 01/31/23 $3.56 128 $455.17 0 0.00 128 $455.17 801365313067 01/31/23 $3.88 29 $112.50 0 0.00 29 $112.50 801366312566 01/31/23 $1.19 4 $4.77 0 0.00 4 $4.77 801367313018 01/31/23 $5.03 53 $266.65 0 0.00 53 $266.65 801368313070 01/31/23 $6.15 63 $387.20 0 0.00 63 $387.20 801369313137 01/31/23 $7.16 69 $493.88 0 0.00 69 $493.88 801370313137 01/31/23 $4.91 62 $304.40 0 0.00 62 $304.40 801372313144 01/31/23 $5.19 93 $482.37 0 0.00 93 $482.37 801373313134 01/31/23 $4.95 115 $569.43 0 0.00 115 $569.43 801374313143 01/31/23 $5.46 143 $780.62 0 0.00 143 $780.62 801375313141 01/31/23 $5.14 202 $1,037.55 0 0.00 202 $1,037.55 801376312256 01/31/23 $4.45 61 $271.33 0 0.00 61 $271.33 801377313055 01/31/23 $4.30 48 $206.33 0 0.00 48 $206.33 801379312971 01/31/23 $5.18 86 $445.40 0 0.00 86 $445.40 801380312903 01/31/23 $1.47 17 $24.99 0 0.00 17 $24.99 801381313057 01/31/23 $2.28 102 $232.12 0 0.00 102 $232.12 801382313063 01/31/23 $18.84 152 $2,863.60 0 0.00 152 $2,863.60 166 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 Customer Service Website - Phone - 1-800-432-7628 Page 50 of 58 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 Ticket Items Amount Items Amount Items Amount 801383312980 01/31/23 $2.07 13 $26.86 0 0.00 13 $26.86 801384313056 01/31/23 $3.64 125 $455.48 0 0.00 125 $455.48 801385313056 01/31/23 $4.24 112 $475.31 0 0.00 112 $475.31 801387313049 01/31/23 $1.80 41 $73.81 0 0.00 41 $73.81 801388311467 01/31/23 $1.10 1 $1.10 0 0.00 1 $1.10 801389313141 01/31/23 $1.36 89 $120.94 0 0.00 89 $120.94 801391313077 01/31/23 $0.84 10 $8.40 0 0.00 10 $8.40 801392313031 01/31/23 $1.17 28 $32.83 0 0.00 28 $32.83 801393313124 01/31/23 $1.77 17 $30.14 0 0.00 17 $30.14 801395313056 01/31/23 $1.26 11 $13.83 0 0.00 11 $13.83 801396313125 01/31/23 $2.77 41 $113.77 0 0.00 41 $113.77 801397313075 01/31/23 $3.20 248 $792.36 0 0.00 248 $792.36 801398312893 01/31/23 $2.34 26 $60.81 0 0.00 26 $60.81 801399312790 01/31/23 $0.85 2 $1.70 0 0.00 2 $1.70 801400313097 01/31/23 $3.44 149 $512.14 0 0.00 149 $512.14 801401313066 01/31/23 $1.40 46 $64.35 0 0.00 46 $64.35 801403313112 01/31/23 $1.80 43 $77.38 0 0.00 43 $77.38 801404312703 01/31/23 $1.82 9 $16.41 0 0.00 9 $16.41 801405312145 01/31/23 $2.43 13 $31.65 0 0.00 13 $31.65 801406312994 01/31/23 $4.40 325 $1,429.10 0 0.00 325 $1,429.10 801407313071 01/31/23 $6.33 33 $208.82 0 0.00 33 $208.82 801408313071 01/31/23 $2.27 15 $34.04 0 0.00 15 $34.04 801409312671 01/31/23 $2.08 30 $62.48 0 0.00 30 $62.48 801411313004 01/31/23 $4.48 18 $80.65 0 0.00 18 $80.65 801412313017 01/31/23 $2.81 5 $14.07 0 0.00 5 $14.07 801413313027 01/31/23 $3.16 29 $91.54 0 0.00 29 $91.54 801415311913 01/31/23 $2.82 5 $14.09 0 0.00 5 $14.09 Total 364,860 $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 -$10,060.62 167 YOUR CARD PROCESSING STATEMENT Merchant Number 275173125889 Customer Service Website - Phone - 1-800-432-7628 Page 51 of 58 Statement Period 01/01/23 - 01/31/23 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. 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 -$256,398.38 CHARGEBACKS/REVERSALS Transactions that are challenged or disputed by a cardholder or card-issuing bank. Date Reference No. Description Card Number (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 -$12.35 168 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 Customer Service Website - Phone - 1-800-432-7628 Page 52 of 58 Statement Period 01/01/23 - 01/31/23 CHARGEBACKS/REVERSALS Transactions that are challenged or disputed by a cardholder or card-issuing bank. Date Reference No. Description Card Number (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 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 $31.20 169 YOUR CARD PROCESSING STATEMENT Merchant Number 275173125889 Customer Service Website - Phone - 1-800-432-7628 Page 53 of 58 Statement Period 01/01/23 - 01/31/23 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. CHARGEBACKS/REVERSALS Transactions that are challenged or disputed by a cardholder or card-issuing bank. Date Reference No. Description Card Number (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 -$8.35 170 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 Customer Service Website - Phone - 1-800-432-7628 Page 54 of 58 Statement Period 01/01/23 - 01/31/23 CHARGEBACKS/REVERSALS Transactions that are challenged or disputed by a cardholder or card-issuing bank. Date Reference No. Description Card Number (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 -$497.98 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 -$1,532.49 171 YOUR CARD PROCESSING STATEMENT Merchant Number 275173125889 Customer Service Website - Phone - 1-800-432-7628 Page 55 of 58 Statement Period 01/01/23 - 01/31/23 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. FEES Amount charged to authorize, process and settle card transactions, along with transaction-based and/or fixed amounts charged for specific card processing services. MC-BUS LEVEL 4 DATA RATE I Interchange charges -$173.03 MC-COM DATA RATE I FLT NFUEL Interchange charges -$223.66 MASTERCARD ASSESSMENT FEE 0.0013 TIMES $470699.92 Interchange charges -$611.91 MC-DOMESTIC MERIT I PREPAID Interchange charges -$48.32 MC-SM TICKET MPP CON KEY DB PP Interchange charges -$201.57 MC-MERIT I ECOMM (DB)Interchange charges -$281.04 MC-BUS LEVEL 3 DATA RATE I Interchange charges -$232.67 MC-REGULATED FRD ADJ COMM (DB)Interchange charges -$1,025.23 MC-CORP DATA RATE I (US) PUR Interchange charges -$53.24 MC-PREM COM STD ACQUSISSAP Interchange charges -$0.05 MC-SM TCKT MPP REG CON KEY DP Interchange charges -$2,566.90 MC-CORP PURCHASING INTL PUR Interchange charges -$1.25 MC LICENSE VOLUME FEE 0.000082 DISC RATE TIMES $470699.92 Service charges -$38.60 MC-AUTH DIGITAL ENABLEMENT MIN 102674 TRANSACTIONS AT 0.02 Fees -$2,053.48 MC TPE ACQ MERCH ADVICE CODE 6 TRANSACTIONS AT 0.03 Fees -$0.18 MC TPE NOMINAL AMNT AUTH 1 TRANSACTIONS AT 0.045 Fees -$0.05 MC TPE EXCESSIVE AUTH 74 TRANSACTIONS AT 0.1 Fees -$7.40 MC FOREIGN HANDLING FEE 0.005 TIMES $36578.05 Fees -$182.89 MASTERCARD AUTH FEE 104499 TRANSACTIONS AT 0.015 Fees -$1,567.49 MC-DECLINE REASON CODE SVC FEE 5589 TRANSACTIONS AT 0.02 Fees -$111.78 VISA VI INTEGRITY FEE DETAIL REPORT 9,167 TRANSACTIONS AT .002000 Fees -$18.33 VI-US BUS TR2 PRD 1 Interchange charges -$486.32 VI-US REGULATED COMM (DB)Interchange charges -$2,420.36 VI-US BUS TR3 PRD 1 Interchange charges -$516.37 VI-ECOMM BSC P1 SIG PRF INFSQ Interchange charges -$9,621.95 VI-US BUS TR4 PRD 1 Interchange charges -$359.47 VI-SUPER PREMIUM EU ISS US ACQ Interchange charges -$54.64 VI-INTER PREM CEMEA ISS US ACQ Interchange charges -$15.90 VI-INTER PREM EU ISS US ACQ Interchange charges -$10.56 VI-CPS/ECOMM-BASIC (PP)Interchange charges -$1,571.52 VI-CORPORATE PREPAID Interchange charges -$0.19 VI-US BUS TR1 PRD 1 Interchange charges -$355.54 VI-PURCHASING CARD CNP Interchange charges -$154.15 VI-BUSINESS CARD CNP (DB)Interchange charges -$90.07 VI-INTREG BUS/CORP/PURCH (US)Interchange charges -$59.61 VI-BUS PURCH CNP (PP)Interchange charges -$31.76 VI-SUPER PREMIUM CEMEA ISS US Interchange charges -$7.80 VI-INTER PREM CAN ISS US ACQ Interchange charges -$157.97 VI-REG CONSUMER 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 -$0.10 172 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 Customer Service Website - Phone - 1-800-432-7628 Page 56 of 58 Statement Period 01/01/23 - 01/31/23 FEES Amount charged to authorize, process and settle card transactions, along with transaction-based and/or fixed amounts charged for specific card processing services. VI NEVER APPROVE REATT XBORFEE 40 TRANSACTIONS AT 0.15 Fees -$6.00 VISA FOREIGN HANDLING FEE 0.005 TIMES $53183.38 Fees -$265.92 VI NTWK ACQ PROC FEE INTL D/P 2407 TRANSACTIONS AT 0.0355 Fees -$85.45 VI NTWK ACQ PROC FEE INTL CR 6730 TRANSACTIONS AT 0.0395 Fees -$265.84 DISCOVER DSCVR PSLECOMMERCE(DB)Interchange charges -$15.74 DSCVR PSLECOMMERCE(RW)Interchange charges -$546.88 DSCVR PSLMICROTICKET(PPLUS)Interchange charges -$1.95 DSCVR PSLMICROTICKET(PREM)Interchange charges -$10.60 DSCVR PSLMICROTICKET(DB)Interchange charges -$2.04 DSCVR COMML ELECT OTHER Interchange charges -$267.34 DSCVR PSLECOMMERCE(PREM)Interchange charges -$39.59 DSCVR PSLECOMMERCE(PPLUS)Interchange charges -$2.28 DISCOVER ASSESSMENT FEE 0.0014 TIMES $33284.14 Interchange charges -$46.60 DSCVR-PSLMICROTICKET(RW)Interchange charges -$139.52 DISCOVER DATA USAGE FEE 5977 TRANSACTIONS AT 0.0025 Service charges -$14.94 DISCOVER AUTH FEE 6217 TRANSACTIONS AT 0.015 Fees -$93.26 ADDRS VERIFICATION SERVICE FEE 6190 TRANSACTIONS AT 0.005 Fees -$30.95 NETWORK AUTHORIZATION FEE 6216 TRANSACTIONS AT 0.019 Fees -$118.10 AMERICAN EXPRESS AMEX AUTH FEE 56764 TRANSACTIONS AT 0.015 Fees -$851.46 Other DIGITAL INVESTMENT FEE $33284.14 AT0.0001 Service charges -$3.33 AVS WATS AUTHORIZATION FEE 392489 TRANSACTIONS AT 0.01 Fees -$3,924.89 TOTAL TRANSACTION FEES -$85,737.39 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. The interchange charges in this section are also reflected in the Fee section of the statement. Interchange Cost Total Product/Description Sales Total % Of Sales Number of Transactions % of Total Transactions Rate Cost Per Transaction Sub Total Interchange 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 -$48.32 173 YOUR CARD PROCESSING STATEMENT Merchant Number 275173125889 Customer Service Website - Phone - 1-800-432-7628 Page 57 of 58 Statement Period 01/01/23 - 01/31/23 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. 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 Product/Description Sales Total % Of Sales Number of Transactions % of Total Transactions Rate Cost Per Transaction Sub Total Interchange 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 -$34.78 174 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 Customer Service Website - Phone - 1-800-432-7628 Page 58 of 58 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 Product/Description Sales Total % Of Sales Number of Transactions % of Total Transactions Rate Cost Per Transaction Sub Total Interchange Charges VI-US BUS TR2 PRD 1 $10,204.30 1% 2,006 1% 0.0280 $0.100 -$486.32 VI-SUPER PREMIUM CEMEA ISS US $396.08 0%68 0% 0.0197 0.000 -$7.80 VI-CPS/ECOMM-BASIC (PP)$31,977.41 3% 5,060 2% 0.0175 $0.200 -$1,571.52 VI-ECOMM BSC P1 SIG PRF INFSQ $208,967.02 20% 43,959 21% 0.0250 $0.100 -$9,621.95 VI-INTER PREM CEMEA ISS US ACQ $883.08 0%168 0% 0.0180 0.000 -$15.90 VI-INTREG STANDARD (US)$24,381.28 2% 3,864 2% 0.0160 0.000 -$390.10 VI-INTERG SPREM CAN ISS US ACQ $2,317.35 0%362 0% 0.0197 0.000 -$45.65 VI-INTER PREM AP ISS US ACQ $667.73 0%80 0% 0.0180 0.000 -$12.02 VI-US BUS TR3 PRD 1 $10,944.89 1% 2,044 1% 0.0285 $0.100 -$516.37 VISA TOTAL $1,064,287.19 207,141 -$45,163.93 DISCOVER DSCVR PSLECOMMERCE(DB)$510.90 2%34 1% 0.0175 $0.200 -$15.74 DSCVR PSLMICROTICKET(PPLUS)$43.72 0%21 0% 0.0205 $0.050 -$1.95 DSCVR PSLMICROTICKET(PREM)$538.28 2%197 3% 0.0197 0.000 -$10.60 DSCVR PSLECOMMERCE(RW)$18,526.19 56% 1,708 29% 0.0203 $0.100 -$546.88 DSCVR PSLMICROTICKET(DB)$113.43 0%48 1% 0.0180 0.000 -$2.04 DSCVR PSLECOMMERCE(PPLUS)$67.10 0%6 0% 0.0250 $0.100 -$2.28 DSCVR COMML ELECT OTHER $5,045.62 15%958 16% 0.0245 $0.150 -$267.34 DSCVR PSLECOMMERCE(PREM)$1,282.45 4%133 2% 0.0205 $0.100 -$39.59 DSCVR-PSLMICROTICKET(RW)$7,156.45 22% 2,872 48% 0.0195 0.000 -$139.52 DISCOVER TOTAL $33,284.14 5,977 -$1,025.94 AMERICAN EXPRESS AMEX PASS-THRU $256,398.38 100% 55,700 100% 0.0000 0.000 0.00 AMERICAN EXPRESS TOTAL $256,398.38 55,700 0.00 TOTAL $1,824,669.63 364,860 -$61,036.97 175 ATTACHMENT C SUNBIZ & PROPOSAL RESPONSE TO RFQ 176 177 178 179 180 181 182 183 184 185 186 187 188 Simplifying Your Journey Mobile Parking Payment System – City of Miami Beach, FL Request for Qualification No. 2023-051-WG April 3, 2023 Teresa Trussell Senior Sales Director PayByPhone Technologies Inc. 6th Floor, 1290 Homer Street Vancouver, BC, Canada, V6B 2Y5 Phone: 740.416.0948 Email: ttrussell@paybyphone.com 189 6th Floor, 1290 Homer Street Vancouver, BC, Canada, V6B 2Y5 paybyphone.com 1 T +1.866.783.7787 E sales@paybyphone.com W paybyphone.com TAB 1 Cover Letter and Table of Contents TAB 1 Cover Letter and Table of Contents ................................................................................. 1 1.1 Cover Letter ...................................................................................................................... 4 TAB 2 Experience and Qualifications ......................................................................................... 5 2.1 Qualifications of Proposing Firm ....................................................................................... 5 2.2 Qualifications of Proposing Team ..................................................................................... 9 TAB 3 System Capabilities ........................................................................................................15 3.1.1 Provide a detailed description of the system being proposed and its functionality. ........15 3.1.2 Include information regarding enhancements or additional modules expected to be available within the next year, including a software refresh schedule. ...................................30 3.1.3 What is your level of commitment to continuous system improvements (upgrades), expansion of system capabilities and providing client support? .............................................32 3.1.4 Describe user interface capabilities, including remote and mobile access. ...................32 3.1.5 Provide a complete description of any client-side technical specifications and/or hosting requirements for the platform proposed. ................................................................................32 3.1.6 Identify any third-party software required to provide the functionality required by the City. ..............................................................................................................................................32 3.1.7 Describe the customer registration process for the proposed Mobile Parking Payment System, including whether pre-registering over the internet or other method is required for first-time users. ......................................................................................................................33 3.1.8 Describe billing process. Web based invoices? Mailing out of invoices? .......................34 3.1.9 Describe the customer’s enrollment process, including 24 hour availability, and local vs. toll free number registration number. .....................................................................................34 3.2.0 Describe your customer support services. Hours of Operation? Customer notification process? Ability to provide speedy and accurate resolution? Policy for addressing complaints? Ticket resolution? ..............................................................................................34 3.2.1 Does the system identify the car by the license plate or stall number? .........................35 3.2.2 Is your mobile technology actively used in over 250,000 spaces? If not, how many?....35 3.2.3 Do users receive a text message reminder before a parking session expires? .............35 3.2.4 Can users review their profile and parking history online? ............................................35 3.2.5 Can users park using any phone (e.g. not restricted to the phone they registered with)? ..............................................................................................................................................35 3.2.6 Does the system have the ability to: .............................................................................35 3.2.7 Can users park using Text Messaging (SMS)? .............................................................38 3.2.8 Can users pay for parking using dial tone and/or voice-based vendor-hosted interactive voice response system? ........................................................................................................38 3.2.9 Will there be a toll-free number to initiate or extend parking sessions? .........................38 3.3.0 Do users have to pay an annual membership fee? If so, how much? ...........................38 190 USA - Canada - UK - France - Switzerland - Germany 3.3.1 Does the system require integration with the meters? ...................................................38 3.3.2 Is the system in live use where it integrates to multi-space meters? If so, please provide location and system integration details. .................................................................................38 3.3.3 Has the pay-by-phone service integrated with or is in use at any gated revenue control systems? If so, please provide location and system integration details. .................................39 3.3.4 Is your service in live use at over five US locations? If so, where? ................................40 3.3.5 Does your service integrate with wireless handheld systems? If yes, provide examples of live sites. ...........................................................................................................................40 3.3.6 Is the system/software user-friendly? Please describe in detail. ...................................40 3.3.7 Do you have a marketing plan; i.e. recruitment process, decals, signage, advertisement mediums, etc.? ......................................................................................................................40 3.3.8 What is the settlement process of your system/software? .............................................52 3.3.9 Is there interface capability? .........................................................................................53 3.4.0 Is there system portability, expandability, and support? ................................................53 3.4.1 Can the system maintain the security, confidentiality of transactions and information? If yes, please describe in detail. ................................................................................................53 3.4.2 Is your system PCI compliant? .....................................................................................54 3.4.3 Do you allow the City to use our own merchant accounts for credit card processing? This is the City’s preferred process. .......................................................................................55 3.4.4 If the merchant account is not the City’s, what is the turn-around time for payment to the City? The City requires that payment be made within 24 hours of point of sale. ....................56 3.4.5 Does the City directly receive the credit card payments from our consumers’ parking transactions? .........................................................................................................................56 3.4.6 Can you report on average downtime of service? .........................................................57 3.4.7 Do you have web-based parking permits for monthly off-street parking? ......................57 3.4.8 Do you have web-based parking permits for event off-street parking? ..........................57 3.4.9 Do you have web-based parking permits for residential, student, and business parking? ..............................................................................................................................................57 3.5.0 Do you have a phone & web-based violation payment system? If so, does it interface with other violation payment system platforms? .....................................................................58 3.5.1 Do you have an Electronic Validation System for hotels, businesses, restaurants, etc.? ..............................................................................................................................................58 3.5.2 Does your organization develop and own its core technology or is it licensed from a third party? ....................................................................................................................................59 3.5.3 Describe your customer dispute process. .....................................................................59 3.5.4 Are all reports exportable to Excel or other file formats? ...............................................60 3.5.5 Will the City have access to the system database? Who owns the data? .....................60 3.5.6 Does the system provide any report writing/generating tool? ........................................61 3.5.7 How is the Mobile Parking user fee assessed? Per transaction; monthly; etc. Please explain. ..................................................................................................................................61 191 USA - Canada - UK - France - Switzerland - Germany 3.5.8 Will you provide Miami Beach Residents a discount on your pay-by-phone user fees (per transaction or monthly)? Please explain. ........................................................................61 3.5.9 Will you provide Miami Beach Residents Mobile Parking service at no charge? Please explain. ..................................................................................................................................62 3.6.0 Do you host and update your system? ..........................................................................62 3.6.1 Is your software Microsoft SQL? Please provide the version of the software. ...............63 3.6.2 Is your software web-based? ........................................................................................63 3.6.3 Is your software compatible with the Skidata gated revenue control system for payment at garages (OffStreet only). ...................................................................................................63 TAB 4 - Approach and Methodology .........................................................................................64 4.1 Project Planning and Implementation Information ............................................................64 4.1.2 Include a sample project schedule based on the above project plan. Indicate the significant “milestones” in a project of this nature and magnitude. ......................................66 4.2 Training Information .........................................................................................................66 4.2.1 Describe the training program approach for the City. Include Administrator, Power User, and Full User roles; including in-house training (“Live”);. ..........................................66 4.2.2 Describe all training manuals and formats available. Describe other methods or training available to City users. ..........................................................................................67 4.3 Maintenance/Support/Warranty Information .....................................................................67 4.3.1 Describe the levels and types of ongoing system support and maintenance provided by your firm. Specify the current version of your system, next major upgrade, how often the system is upgraded, and how the upgrades are accomplished. .........................................67 4.3.2 Indicate how support would be provided to our location (hotline telephone support, email, onsite, helpdesk, etc.). Describe the support escalation process should initial methods of support not adequately address the issue(s). ..................................................67 4.3.3 Describe software and services warranty coverage. Provide any available Service Level Agreement(s) (“SLA”) for the City’s consideration. ....................................................67 Appendix 1 – Resumes .............................................................................................................68 Appendix 2 – Service Level Agreement ....................................................................................75 Section 3 Exclusivity ..............................................................................................................77 Section 4 Marketing, Promotion and User Education .............................................................78 Appendix 3 – Conditions of Terms ............................................................................................88 Confidentiality Statement The information contained in this document is confidential, privileged, and only for the information of the intended recipient and may not be used, published, or redistributed without the prior written consent of PayByPhone. 192 USA - Canada - UK - France - Switzerland - Germany 1.1 Cover Letter April 5, 2023 William Garviso City of Miami Beach, Procurement Division 1700 Convention Center Drive Miami Beach, FL 33139 Re: Mobile Payment Solutions Request for Proposals Dear William: PayByPhone seeks to partner with the City of Miami Beach (City) to deliver a world-renowned mobile parking payment solution creating a seamless and contactless parking experience. Founded in 2001, PayByPhone is the largest and most successful mobile parking payments company in the world. We have over 55M users in thousands of locations and are owned by Volkswagen Financial Services (VWFS), AG. We believe PayByPhone is the best solution for you for the following reasons: • Local User Base & Adoption – PayByPhone has been present in the Miami area since 2008, and since that time, we have expanded into 55 unique locations throughout the state. During 2022, this resulted in nearly 1M active users - 50% of these are in the Miami area alone - and 21M+ transactions in Florida with 52% of these occurring in the Miami area. This demonstrates PayByPhone’s regional saturation, and a combination of our strong local presence and marketing endeavors can exponentially grow your adoption while creating a seamless parking experience for your drivers. • Flexible Rates and Self-serve – We handle rate policies for local cities such as the Miami Parking Authority, North Bay Village, Surfside Beach, Bal Harbour, Coral Gables, and even the Miami Marlins. Across North America, we are present in Cities such as San Francisco, CA; Seattle, WA; and Lexington, KY—to name a few. We support the largest variety of rates, including resident rate features, to meet all your needs, which can be independently adjusted by you and your team. • A solution that drivers love – The PayByPhone app delivers the best experience for drivers, with the highest ratings in the industry (4.9 out of a five-star rating from 458,675 reviewers in iOS app store, America). • 12 languages – PayByPhone is a multilingual app with global appeal available in English, Spanish, and French—to name a few! We look forward to working with you to facilitate a simpler, faster, and better parking experience for your drivers– freeing you up to focus on what matters most: helping your customers get the most out of mobility as a service. If you have any questions, please feel free to contact me at the details below. Sincerely, Sonny Samra, Senior Director of Business Growth Teresa Trussell, Sales Director Tel: 720-710-7198 Tel: 740.416.0948 Email: ssamra@paybyphone.com Email: ttrussell@paybyphone.com 193 USA - Canada - UK - France - Switzerland - Germany 5 T +1.866.783.7787 E sales@paybyphone.com W paybyphone.com TAB 2 Experience and Qualifications 2.1 Qualifications of Proposing Firm PayByPhone delivers high levels of application ratings and digital payments through service design, full cycle marketing, and the customer support experience. Our service turns high volumes of digital payments into reduced infrastructure costs for cities. As more people use the application to pay for parking, cities may eventually remove meters and pay stations completely. Having digital payment technology is only one piece — drivers also need to use the service to show it’s a true benefit to the City. Our mobile application is easy to use, and supported by targeted marketing campaigns that boost awareness and adoption. Our application is recognized globally and across North America by drivers who regularly use their mobile devices to pay for parking, which includes nearby areas such as the Miami Parking Authority (MPA), Miami Dade County Parks, The City of Tampa, The Miami Marlins, Miami Dade Metro Rail, Paradise Parking Miami, Florida International University (FIU), DEC Parking Way LLC Miami, Diamond Parking Miami, LAZ South Beach, The City of Pompano Beach, and the City of South Miami. With digital transaction volumes driven by consumer behavior and compliance to parking regulations, the City will experience decreased costs in enforcement and equipment maintenance. With our service, the City will have a turnkey solution — smart city technology available to monitor program performance and a popular mobile parking application for drivers who already know and love it. Partnership for mutual success is a mantra at PayByPhone. Our long-term partnerships result in the highest adoption rates in the industry – a metric that helps define project success. PayByPhone’s mobile payments account for greater than 50 percent of parking revenue for many of our clients and greater than 90 percent for some of our key clients. These high adoption rates are because PayByPhone provides ongoing promotional support to the City to accelerate driver adoption. As well, the nature of PayByPhone’s service as a single, globally available app helps boost adoption rates because drivers are often already familiar with the app from their use of privately-owned off-street lots that feature PayByPhone. The single, globally available mobile app means that clients will automatically benefit from enhancements that we are constantly making to the platform without incurring additional and costly “app upgrade” fees. At the same time, PayByPhone’s optional dynamic labeling feature enables clients to provide a locally relevant user experience for City drivers. Simply offering a mobile payment service is not enough. Drivers must love the solution in order to change their habits. Our app is simple to use, widely recognized across North America and internationally, and is supported by effective marketing campaigns that promote awareness and encourage drivers to use it. Our seasoned professionals are supported by dedicated engineers and staff and will be available to the City through the duration of our partnership. Our team has successfully deployed the PayByPhone application many times and has developed a collaborative implementation plan that will suit your needs. Our typical timeline for implementation is approximately six to eight weeks from initiation to go-live and another two weeks for administrative wrap-up. With the PayByPhone solution, the benefits to the City include the following: • A user-friendly and widely recognized system that is robust and provides top-level security, including PCI-DSS Level 1 compliance. • High adoption rates with a globally recognized mobile application. 194 USA - Canada - UK - France - Switzerland - Germany 6 T +1.866.783.7787 E sales@paybyphone.com W paybyphone.com • Secure and easy to use payment methods including credit card, Apple Pay, Google Pay, and PayPal. • Minimized implementation and operational costs for the system through vendor supplied training. • Optimized market exposure, consistent branding, and engagement with community merchants by PayByPhone’s award winning marketing department. • Collaboration in the process of identifying requirements, needs for configuration, and development of customization. Testing, training, and soft launch will facilitate a smooth launch to go-live. • Extensive experience driving high adoption rates and included promotional support to ensure the program achieves maximum value for the City. • A practical investment in a scalable mobile parking payment program that optimizes implementation, continual growth, with future revenues. PayByPhone is a global leader in mobility payment solutions, having moved the needle in this space long before anyone else did. We were founded in Vancouver, BC, in 2001 with the sole purpose of creating a frictionless, enjoyable parking experience for drivers and all who work in the parking industry – using mobile and Web technologies to do this. We are now a global company and a subsidiary of Volkswagen Financial Services (VWFS), AG, (think brands such as Audi, Porsche, Bentley, Lamborghini, Bugatti, VW) committed to investing in parking innovation, mobility, and exceptional service. 195 USA - Canada - UK - France - Switzerland - Germany 7 T +1.866.783.7787 E sales@paybyphone.com W paybyphone.com We continue to reach milestones in the parking space. Consider the following: • 60 million users (and counting) in 1,300+ cities – Vancouver, Seattle, San Francisco, London, Paris, and more – and 1,000+ locations. • Operating in 7 countries; 1,459 clients worldwide • 193+ million in yearly transactions • US $814+ million payments processed. • Financially secure – subsidiary of Germany’s VWFS since 2016 • Nearly 300 dedicated full-time staff. • Unique features such as self-serve rates engine, dynamic white label, guest accounts With such impressive metrics, it’s no wonder PayByPhone is considered the most used and loved mobility parking payment app in the world. When you partner with us, you will be implementing an unrivaled product that offers not just an unmatched user-friendly experience, but also a significant cost savings to the City’s parking operations. Included here and within the required questionnaire, are examples where PayByPhone is present and provide mobile payment services. PayByPhone References Miami Parking Authority Agency Address 40 Northwest 3 Street, Miami, FL 33128 Contact Phone Number 1-305-373-6789 x267 Contact Name & Title Angel Diaz, Director of Operations Contact Email adiaz@miamiparking.com Project Description Provide city with mobile payment services since 2008 (initial go live), our resident rate feature, rights and rates for resident discounts, and enforcement and in-house integrations. The City has continued to renew with PayByPhone since this time. PayByPhone negotiated with the City regarding budget expectations at the time of contract execution, and we have performed within these expectations (or exceeded them). Application/Solution Furnished & Implemented Mobile Payment and resident rate services Firm or Principal Experience Firm Enforcement Integration Genetec LPR 196 USA - Canada - UK - France - Switzerland - Germany 8 T +1.866.783.7787 E sales@paybyphone.com W paybyphone.com City of Pompano Beach Florida Agency Address 3460 NE 3rd Street, Pompano, Florida 33060 Contact Phone Number 954-786-5580 Contact Name & Title Jeff Lantz, Parking Manager Contact Email Jeff.Lantz@copbfl.com Project Description Provide city with mobile payment services since April 21 (initial go live) and enforcement and enforcement integrations. The City has continued to renew with PayByPhone since this time. PayByPhone negotiated with the City regarding budget expectations at the time of contract execution, and we have performed within these expectations (or exceeded them). Application/Solution Furnished & Implemented Mobile Payment Services Firm or Principal Experience Firm Enforcement Integration NuPark City of Seattle Washington (SDOT) Agency Address 700 5th Avenue, Seattle, Washington 98104 Contact Phone Number 1-206-684-8110 Contact Name & Title Mary Catherine Snyder, Parking Strategist Contact Email Marycatherine.snyder@seattle.gov Project Description Provide city with mobile payment services since July 2013 (initial go live) and enforcement and enforcement integrations. The City has continued to renew with 197 USA - Canada - UK - France - Switzerland - Germany 9 T +1.866.783.7787 E sales@paybyphone.com W paybyphone.com PayByPhone since this time. PayByPhone negotiated with the City regarding budget expectations at the time of contract execution, and we have performed within these expectations (or exceeded them). Application/Solution Furnished & Implemented Mobile Payment Services Firm or Principal Experience Firm Enforcement Integration Gtechna & IPS 2.2 Qualifications of Proposing Team PayByPhone has a team of dedicated and experienced personnel who will help drive forward a successful implementation of this project, should it be awarded to us. The designated project administrator will be Shalini Diaz. Our Implementation (100 percent), Onboarding Management (100 percent), Client Success (100 percent), Sales Director (15 percent), and Marketing (15 percent) teams will work with the City to execute on the required deliverables for the proposed work. The following will be the project’s key stakeholders. Resumes have been provided in Appendix 1 – Resumes Teresa Trussell, CAPP, Senior Sales Director Teresa has decades of parking industry experience. Prior to joining PayByPhone in 2019, Teresa served as Ohio University’s Parking Operations Supervisor for nearly 20 years where she earned her Certified Administrator of Public Parking (CAPP) certification through the International Parking & Mobility Institute (IPMI). Teresa served as an active IPMI CAPP board member through 2020, and actively serves on the Accessible Parking Coalition Advisory Council for IPMI. In her current role at PayByPhone, Teresa is responsible for sales and client relationship building within Central Southeast regions. Teresa leverages her operational background along with her extensive training in client service leadership to tap into her clients’ needs to ensure our services match their desired outcomes. Her personable and client-focused approach allows her to create long-lasting relationships that build trust and are the key to PayByPhone’s and the client’s success. Teresa will be servicing the account on an ongoing basis. 198 USA - Canada - UK - France - Switzerland - Germany 10 T +1.866.783.7787 E sales@paybyphone.com W paybyphone.com Shalini Diaz, Director, Client Success Shalini Diaz has been a noteworthy leader in the parking and mobility industry for over 20 years, bringing a vast degree of technical knowledge with her, along with a reputation for problem solving and account management. Her consultative approach inevitably builds long-term relationships with clients and develops trust and loyalty that leads to increasing development and expansion into emerging markets. Shalini is responsible for the strategic direction of the North American Client Success division, starting with the onboarding phase and carrying into post-implementation and account management. Holding a bachelor’s degree in Public Administration from Florida International University, Shalini is known for understanding clients' needs and providing innovative solutions that match their desired goals. Shalini will be servicing the account on an ongoing basis. Carmen Donnell, CAPP. Managing Director, North America Carmen brings 15 years of parking, transportation, and mobility industry experience alongside a keen interest in relationship management. Carmen is a respected sales leader and an active participant in many industry organizations. As such, Carmen prides herself in viewing parking solutions from the client’s perspective. She has the knowledge and background to customize operations to serve any need. Recently promoted to Managing Director of North America for PayByPhone, Carmen is responsible for functional aspects and members of the Commercial team in the US and Canada. This includes Sales, RFP, Marketing, Implementation and Client Success groups. Working closely alongside the Chief Client Officer, and other PayByPhone operative departments, Carmen’s top focus is to deliver results that are aligned with PayByPhone’s overall growth strategy and ensuring that the clients are happy, all while creating a team that promotes personal and professional growth and development. 199 USA - Canada - UK - France - Switzerland - Germany 11 T +1.866.783.7787 E sales@paybyphone.com W paybyphone.com Jonny Combe, President, and CEO Jonny joined PayByPhone in 2018 from the BMW Group, where he spent 12 years in senior management roles. He spearheaded the UK Digital and Innovation Programs and pioneered the birth of the award-winning BMW Innovation Lab. At PayByPhone, Jonny leverages his inclusive and engaging leadership style to drive a winning team mindset globally. Before being appointed CEO in 2022, Jonny led PayByPhone’s expanding corporate portfolio in North America and Europe, and was UK CEO from 2018 to 2022, driving massive growth in the market. Jonny is passionate about how PayByPhone and parking fit into the wider technology ecosystem. Anthony Cashel, Chief Client Officer Anthony Cashel is PayByPhone’s Chief Client Officer and brings more than 15 years’ experience in the automotive industry. He also sits on the British Parking Association’s Technology and Innovation Board. Anthony oversees the day-to-day commercial aspects of the business, safeguarding the company culture, leading, mentoring, and developing all staff in Europe and North America. Anthony will spearhead the development and execution of PayByPhone’s growth strategy in on- and off-street commercial parking and successfully expand into new markets that align with the company’s international growth strategies. 200 USA - Canada - UK - France - Switzerland - Germany 12 T +1.866.783.7787 E sales@paybyphone.com W paybyphone.com Nigel Carroll, Chief Technology Officer Nigel is a business-oriented, decisive technology leader who has been building ecommerce solutions since 2001. He built his global delivery track record leading teams through multiple U$50 million plus change portfolios during 20 years at HSBC, RBS, and IBM. Over the last 10 years he has held leadership roles in start-up and public sector organizations. He is a change agent with experience in strategy formation and execution, banking, digital channel enablement, and multi- site delivery. As PayByPhone’s chief technology officer, Nigel leads the global Development organization, focusing on product, people, and technology. Nigel will be on hand in an advisory capacity throughout the project's term. Jessica Britton, Director, Product Marketing Jessica Britton is an accomplished marketing, communications, and business development executive with many years’ experience in her field. She is passionate about enterprise growth and bringing product value to users and clients. As PayByPhone’s Global Product Marketing Director and interim North America Marketing Communications Manager, Jessica develops and maintains the overall North American marketing strategy to increase adoption, usage, and reactivation of users on a large scale. She also develops the overall go-to market strategy for PayByPhone products and services on a global and regional level. Jessica is accredited with creating a business-to-business marketing presence for PayByPhone from ground zero quickly, thereby earning her a directorship role. Challenging the status quo and forging long-term relationships with key partners, clients, prospects, and departments, Jessica strives to go above and beyond to add value and growth to the parking and mobility industry. Jessica will be hands-on during project launch. PayByPhone will provide a variety of professional services, which are included as part of the City's initial implementation and ongoing program. Each role is outlined below with a short description. 201 USA - Canada - UK - France - Switzerland - Germany 13 T +1.866.783.7787 E sales@paybyphone.com W paybyphone.com Below is a list of professional team member roles and their respective definitions within PayByPhone who will be directly or indirectly involved in the City’s project. Sales Director: The Sales Director will work closely with the City through the RFP, negotiation, and contract execution stages. They will also participate in weekly calls during the onboarding process and work with the onboarding manager as needed. After go-live, they work closely with the City to grow adoption via in-person visits, which include go-live street teamwork and routine check ins. During this time, they work closely with the assigned Client Success Account Manager to ensure success. Project/Onboarding Manager: The Project/Onboarding Manager will work closely with the City to coordinate implementation needs and ensure the City meets its anticipated go-live date. They coordinate any third-party integrations that may be necessary and facilitate weekly meetings during the implementation process. Onboarding managers additionally provide training in advance of the City's go-live based on a mutually developed schedule. Programmer/Developer: Programmers and developers are utilized as needed based on integration needs during the implementation phase. Client Success Account Manager: The Client Success Manager will serve as the City’s primary point of contact from go-live onward with an overall goal of answering questions the University may have, assisting with updates and changes as necessary, scheduling and conducting routine check-ins with the City, and measuring and driving adoption. Integration Specialist: The Integration Specialist will work with any third-party vendors to ensure all integrations are properly set up and tested. They collaborate closely with the Project and Onboarding Manager during the Implementation phase as well as with Client Success Managers when an existing client adjusts their integrations. Support Agent: Customer Support Agents work closely with drivers to ensure consumer satisfaction, assist with parking needs, and deliver top-notch customer service to drivers. Tester: During the implementation phase, a tester is responsible for running routine test transactions to ensure integrations are properly functioning and revenue is being processed as expected. Routine tests are also conducted on existing accounts as needed. Furthermore, the City's parking administrative staff will have a dedicated client manager to contact via email or toll-free number, between 8 a.m. and 5 p.m. PST, Monday to Friday. We can respond to administrative staff within 24 hours, exempting calls and emails received on weekends. In this case, depending on the complexity and urgency, a response is still usually provided on Monday. PayByPhone can usually respond to technical inquiries within 60 minutes. However, this is largely dependent on the complexity and coordination of the response to the appropriate groups. The process to trigger an emergency support issue simply requires the UNC Charlotte staff to call the toll-free emergency support phone number or email sys911@paybyphone.com, providing the specific details of the issue. The following organizational chart illustrates the proposed personnel who will be involved in the performance of this potential contract. Resumes have been provided in Appendix 1 – Resumes. 202 USA - Canada - UK - France - Switzerland - Germany 14 T +1.866.783.7787 E sales@paybyphone.com W paybyphone.com 203 USA - Canada - UK - France - Switzerland - Germany 15 T +1.866.783.7787 E sales@paybyphone.com W paybyphone.com TAB 3 System Capabilities 3.1.1 Provide a detailed description of the system being proposed and its functionality. The PayByPhone app, already utilized by drivers within Miami and the surrounding areas, is compatible with iOS (including Apple Watch) and Android mobile devices, is simple to use and very dynamic in what it delivers. No hardware or network requirements are needed to operate the app. Put to the test, our well-known and top-rated app (800,000 five-star reviews globally across all platforms; 4.9 out of a five-star rating in iOS app store, America) will show how simplicity and convenience streamline the parking payment process for the driver and increase the City’s revenues significantly. Parking transactions can be completed in three easy steps. To make a payment or create an account (optional), the driver enters their phone number, email address, license plate number, and credit card number. The system accepts payments in Visa, MasterCard, Amex, Discover, Google Pay, Apple Pay, and PayPal. Implementing the PayByPhone app means the City will always have the latest and greatest features and capabilities that come from partnering with clients from around the world to innovate parking. Additionally, our partnership with tech titans such as Apple, Google, and Amazon allows us to constantly scale and improve our solution. For example, Apple Watch users can extend parking time from their wearable; Amazon patrons can tap into Alexa from within their car to begin a new parking session at their desired spot and location; and drivers can leverage voice assisted technology such as Siri to pay for parking and extend their parking session using Shortcuts in the language of their choice. 204 USA - Canada - UK - France - Switzerland - Germany 16 T +1.866.783.7787 E sales@paybyphone.com W paybyphone.com Our app can be localized to support the City's language of choice. We support at least 12 region- specific languages for the Web app and display whatever language the driver’s phone supports. Our flexible rates engine, hosted in the cloud-based PayByPhone Portal, gives the City complete control into how it configures and controls its rates. Our rates engine supports the complete pallet 205 USA - Canada - UK - France - Switzerland - Germany 17 T +1.866.783.7787 E sales@paybyphone.com W paybyphone.com of pricing structures including tiered, dynamic pricing, and even allows for event rates. All these features are available as self-serve. A wide range of policy formats can also be set up in the rates engine, from establishing time duration to enforcing parking restrictions. Below are examples of the self-serve rate portal, which provides the ability to adjust your base schedule or set up a temporary override as well as our session tester, a PayByPhone exclusive feature that allows you to test your rate settings before going live. PayByPhone’s solution is designed to seamlessly integrate with all common enforcement hardware and software vendors. Some of these include Civic Smart, Complus, Conduent, Genetec, gtechna, iParq, IPS, MacKay, NuPark, T2Systems, Turbo Data Systems, VenTek, and Vigilant Solutions—among many others. The following is a snapshot of our partners offering enforcement, license plate recognition (LPR), and pay station solutions. 206 USA - Canada - UK - France - Switzerland - Germany 18 T +1.866.783.7787 E sales@paybyphone.com W paybyphone.com Part of what makes PayByPhone a successful adoption story and sets us apart from our competitors, is access to our customer support service. This free service (utilizing a local rate telephone number) connects the driver to a live agent who can set them up with a PayByPhone account should they experience any issues doing so themselves. The customer support line (available in English, French, and Spanish) also addresses questions and escalates technical queries. Underpinning it all is our PCI-DSS Level-1 compliancy, which we've maintained ever since being accredited in 2008. PayByPhone can support different rate structures for different profile types through the optional PayByPhone Rights and Rates feature. During COVID-19, PayByPhone’s Rights and Rates feature was used by municipalities to waive parking fees for healthcare and other essential workers as well as remove the maximum stay restrictions for these drivers, thereby allowing crucial services to continue uninterrupted. The Miami Parking Authority (MPA) and the City of Fort Lauderdale have utilized PayByPhone’s Rights and Rates feature to provide discounted parking to residents. These resident discount programs with the MPA encourage drivers to seek local options for shopping and entertainment, and with the discount only being eligible when paying for parking through the app, residents experience a truly contactless payment method while remaining connected to their City. Additionally, the resident discount essentially works like an added “tax” to all visitors to the City since non-resident license plates do not receive a discount. 207 USA - Canada - UK - France - Switzerland - Germany 19 T +1.866.783.7787 E sales@paybyphone.com W paybyphone.com These are the features unique to PayByPhone innovation: Dynamic white label – Dynamic white labeling changes the way drivers see the City's parking landscape. This add-on service allows the City to customize the home screen real estate by highlighting its brand, promoting local events, or celebrating national and regional holidays. Leveraging this service gives you a powerful new marketing tool to help enhance your brand recognition, build goodwill among drivers, and potentially create a new revenue stream for your parking operations by offering to promote local festivals and cultural and sporting events, as well as corporate partnerships and local businesses for a fee. Enable this add-on to maximize visibility of your locale each time a driver interacts with the app. 208 USA - Canada - UK - France - Switzerland - Germany 20 T +1.866.783.7787 E sales@paybyphone.com W paybyphone.com “Alexa, ask PayByPhone to start parking" – PayByPhone’s integration with Amazon takes the in-car parking payment experience to another level and brings mobility as a service (MaaS) into sharp focus as a value add to any City looking to progressively streamline its technological outreach in parking services. Amazon Echo Auto connects to Alexa using a mobile device and plays through car speakers via Bluetooth or auxiliary input, allowing the driver access to over 90,000 skills. By enabling the skill and connecting their existing PayByPhone account through account linking, drivers simply say: "Alexa, ask PayByPhone to start parking” to begin a new parking session at the desired spot and location. "Hey Siri, park me at work" – PayByPhone has enhanced the parking experience, leveraging voice command technology to offer complete hands-free mobile parking. Voice assisted technology offers a safe and convenient way to transact throughout the parking journey. Drivers in all PayByPhone regions can use the iOS app, Siri to pay for parking and extend their parking session using Shortcuts in the language of their choice. The supported languages are Dutch, English, French, German, Italian, Punjabi, Simplified Chinese, Spanish, Traditional Chinese, and Welsh. Once configured, paying for parking is as simple as saying “Hey Siri, park me at work.” Optionally, drivers can create a Siri Shortcut through the PayByPhone app, or through the Apple Shortcut app. The default phrase is “Park with PayByPhone.” This Shortcut guides the driver through a series of steps to start a new parking session. Drivers can create as many variations of a voice command as they wish, for example, “park at work,” “park at the gym,” or “park at school.” Drivers can voice-command using either their phone or the technology in their car to activate Siri. • On the phone • The driver doesn’t have to unlock their phone or open the PayByPhone app to park with Siri. They simply interact with Siri on their device or complete an entire parking session using only voice commands. • In the car • A driver can pay for parking, extend parking, or get information on an active session by pressing the steering wheel voice button, or simply say “Hey Siri” followed by their Shortcut. Push notifications – Along with in-app messaging, PayByPhone’s push notifications maximize driver engagement and retention, which help drive adoption rates in the City. Based on the geolocation of the driver, PayByPhone uses a real-time push and email engagement tool with built-in analytics. This allows the City to engage drivers with transactional, promotional, and service-level messaging on a segmented audience basis. Notifications could include items such as parking bans, snow emergencies, or parking changes during City special events or sporting events. 209 USA - Canada - UK - France - Switzerland - Germany 21 T +1.866.783.7787 E sales@paybyphone.com W paybyphone.com Pay-by-License Plate – The versatility of the PayByPhone app is such that it allows drivers to register multiple vehicle license plates with an active account and then to choose which vehicle’s license plate to use when initiating a parking session. Images of a vehicle and its corresponding license plate help to identify the correct license plate, especially when more than one vehicle is linked to a PayByPhone account. Prior to implementing this complimentary feature (adding the imagery), 20 percent of all service tickets created were related to drivers "parking the wrong vehicle." With this visual cue now assisting drivers to select the right vehicle, the percentage of tickets opened for this issue has since averaged eight. This is a true testament to the success of this seemingly simple user feature, and also reiterates PayByPhone's mantra to create a better parking experience for all. Dark mode – The PayByPhone app is available in dark mode for both the iOS and Android platforms. Dark mode reduces a driver’s exposure to blue light at night, which is disruptive to sleep. 210 USA - Canada - UK - France - Switzerland - Germany 22 T +1.866.783.7787 E sales@paybyphone.com W paybyphone.com Park Until – PayByPhone’s Park Until feature allows drivers to specify when to end their parking session. This means drivers won’t have to estimate the duration of their stay nor will they have to return to the meter to add extra time. The feature is a continuation of PayByPhone’s seamless, contactless parking experience. The Park Until feature contains built-in respect for all existing parking rules. In other words, drivers who select Park Until while parking in an area with maximum stay times or defined No Parking Periods won’t be able to select times that violate the in-place parking restrictions. This feature will also automatically extend (at no extra cost) to the end of a non-chargeable parking period if a driver initially selects an end time outside of chargeable parking hours. QR Codes - PayByPhone supports QR codes. These codes can easily be added to signage and decals. Once the QR code is scanned via the driver's mobile device, the application will automatically launch, and the driver can easily download the app if they don't have it already or complete their session if they are an existing PayByPhone user. 211 USA - Canada - UK - France - Switzerland - Germany 23 T +1.866.783.7787 E sales@paybyphone.com W paybyphone.com Guest Parking - was a first-to-market feature of the PayByPhone app. It’s an appealing feature because it lets drivers use the app without necessarily installing and registering for it. Through the Guest Account, drivers enter a location code, parking duration, and license plate number on a mobile supported website. This feature particularly appeals to drivers who are a one-time park- and-pay customer. Guest Parking is known to have increased usage of and loyalty to the brand across multiple cities. This in turn has resulted in guests converting to registered customers. Extending time remotely – PayByPhone can notify the driver via an SMS alert that their parking session is about to expire. It allows for the extension of time, provided the additional time purchased does not exceed the maximum time allowed for that specific parking space. Nearby locations and maps – Maps is a great way to visually understand parking at a city level, encourage driver adoption of digital parking, and reduce traffic by empowering drivers to plan for parking ahead of time. This feature is an intuitive way for drivers to find and enter their location number. In so doing, drivers avoid entering the wrong location number and save time looking for parking options. Occasionally, drivers may pay with cash to start their parking session and then may want to extend that session. Maps enable drivers to find the correct location number instead of rushing back to their vehicle. When location services are turned on, drivers are able to visualize parking locations around them or wherever PayByPhone is available. Drivers can also interact with the map to stay informed of hours, restrictions, and accepted payment methods. Combined with Nearby Parking, Recent, and Favorite locations, PayByPhone makes it easier than ever to park. Apple Sign In – For a much faster onboarding app experience, drivers can use Apple Sign-In to register and log into the PayByPhone app. Apple Sign-In enables drivers on the iOS platform to register a new PayByPhone account or log into an existing account using their Apple ID credentials and biometric authentication on iOS (Face ID and Touch ID). This means no need to enter an email address or create a password. The feature also offers more control over privacy with the hide my email option. 212 USA - Canada - UK - France - Switzerland - Germany 24 T +1.866.783.7787 E sales@paybyphone.com W paybyphone.com ParkEnforce – A complimentary solution to check mobile payments for your enforcement team. While PayByPhone specializes in integrations, and we can integrate with the enforcement solution of your choice, we offer our own enforcement app, which allows your enforcement team to verify payment activity by license plate or location number and is often viewed as a backup enforcement tool for operations. Adjust rates independently and in real-time – Our flexible rates engine, hosted in PayByPhone Portal, gives you complete oversight into how you configure and control your rates and variable rate structure, even allowing for dynamic pricing and event rates. You can personalize rates based on driver eligibility and permissions, for example, residents, disabled persons, or car shares. Our preview feature, called the parking session tester, lets you preview the rate and restriction schedule prior to these going live. This allows you to quickly identify and eliminate errors before deploying complex rates and restriction schedules. A wide range of policy formats can also be set up in the rates engine, from establishing time duration to enforcing parking restrictions. 213 USA - Canada - UK - France - Switzerland - Germany 25 T +1.866.783.7787 E sales@paybyphone.com W paybyphone.com PayByPhone Portal – Our cloud-based PayByPhone Portal is your mission control center where you’re empowered to customize parking rates and schedules, view data analytics, and call up reports – all self-serve in real-time. This rich source of data information can be mined for the visually appealing, true transactional value of the PayByPhone app. The dashboard showcases key performance indicators (KPIs) that reveal insights into parking behavior, identify overutilized/underutilized parking locations, and visualize parking revenue trends. As well, the administrative PayByPhone Portal allows you to generate comprehensive reports at any time and see useful data on everything from daily operations to transaction details. This self-serve backend platform gives you complete control of your parking operations. It supports different levels of access depending on your employees’ administrative rights. With many configurable options, you can set up accounts, book and end parking sessions, process refunds, and search for any active (or historic) parking session via the driver’s license plate number, telephone number, or last name. The PayByPhone Portal dashboard showcases key performance indicators (KPIs) that reveal insights into parking behavior, identify overutilized/underutilized parking locations, and help visualize parking revenue trends. The platform also allows you to generate comprehensive reports at any time to view data on everything from daily operations to transaction details. You can even schedule these reports to run at regular intervals and be emailed to you. For audit purposes, PayByPhone logs the details of the City’s employees’ interactions with PayByPhone Portal by activity, date, and time. We log the details of the parking enforcement officers’ activity too, so that we can assist the City in responding to disputed parking citations. 214 USA - Canada - UK - France - Switzerland - Germany 26 T +1.866.783.7787 E sales@paybyphone.com W paybyphone.com PayByPhone Reporting includes all reports that are needed for your finance department, parking studies, and reporting to management. Reports generated include: • All Payments Individual Transaction Detail • Daily Deposit Summary • Deposit Individual Transaction Detail • Parking Credits by Member, Date, and Lot • Parking Sessions by Date and Location • Refunds by Account • Revenue by Region • Revenue by Region Location • Usage by Location Detail • Usage by Location Summary 215 USA - Canada - UK - France - Switzerland - Germany 27 T +1.866.783.7787 E sales@paybyphone.com W paybyphone.com Our reporting engine is located on a separate server that is optimized for reporting purposes, allowing even large datasets with over a million data points to load within moments. Customer support – Part of what makes PayByPhone a successful adoption story and sets us apart from our competitors—is access to our customer support service. This complimentary service (utilizing a local rate telephone number) connects the driver to a live agent who can set them up with a PayByPhone account should they experience any issues doing so themselves. The customer support line (available in English, French, and Spanish) also addresses questions and escalates technical queries. Reminder to complete – Reminder to complete is a message that pops up if a parking transaction has been started but not completed. This unique feature stems from in-depth analysis of driver behavior in real situations. This point of detail is a good example of the constant refinement and enhancement to the PayByPhone service thanks to its many international deployments. We provide a unique, localized marketing program that runs throughout the year. For maximum success, we submit a marketing plan for the City’s input and approval prior to launch. This plan is then revised and improved upon each year, with key data insights and performance metrics, to ensure all learnings can be applied, thereby helping to increase adoption and usage. 216 USA - Canada - UK - France - Switzerland - Germany 28 T +1.866.783.7787 E sales@paybyphone.com W paybyphone.com Figure: We Are Where You Dine Sweepstakes, Miami, FL, 2020. Figure: 2020 Seattle holiday campaign. PayByPhone Business means one convenient payment method for fleet parking, with expense reporting made simple as parking transactions are billed to one account and consolidated into a single report. Fleet managers can manage and verify parking expenses from any device, and only authorized drivers and vehicles can use the business payment method. 217 USA - Canada - UK - France - Switzerland - Germany 29 T +1.866.783.7787 E sales@paybyphone.com W paybyphone.com PayByPhone Business brings a fleet’s parking under one easy-to-use, centralized system, so fleet managers have visibility over all parking activity in a simple solution – one app and one interactive dashboard. The PayByPhone Business solution is scalable, so there is no limit to the number of drivers and commercial vehicles a company can add to the system. Fleet managers can add, remove, and authorize drivers and vehicles easily. Payment can be made from one credit card for maximum simplicity. And for added security, once a driver or vehicle is deleted, the associated business payment card will immediately be unlinked from that driver’s PayByPhone account, safeguarding the business account. In addition, PayByPhone has the ability to offer adjusted rates to a limitless amount of user categories: • Commercial vehicles by classification/type • Healthcare workers • Telecommunication services • Service providers • Non-profits Benefits for fleets: • Save time by automating processes. • Stay on top of parking fines by equipping drivers with an app to pay and extend parking. • Visibility into parking expenditures and activity: locations, dates, frequency, cost • Remove the need to submit individual parking expenses. • Access consolidated reports to reconcile transactions. • Self-service management of business account Benefits to the City: • Increase compliance. • Increase revenue. • Insights/data – know more about where commercial fleets are parking. • Control • Reduce abuse. • Seamless enforcement 218 USA - Canada - UK - France - Switzerland - Germany 30 T +1.866.783.7787 E sales@paybyphone.com W paybyphone.com City of Aspen, CO The City of Aspen has been a pioneer in the parking industry, being one of the first adopters of mobile parking payments. Aspen has actively and closely worked alongside PayByPhone since 2008 building opportunities that help promote the service to residents and visitors. Over the years, Aspen has increased its parking rates and, as a result, created a program for commercial fleets conducting business in the City. The program offers discounted rates to approved commercial vehicles; however, the management of this program was very labor-intensive for the administrative and enforcement teams. Aspen was seeking a digital, seamless solution for its already well-received service vehicle program. With increasing compliance and revenue as a goal, it was an easy decision to introduce PayByPhone Business to commercial fleets. A collaborative effort was developed to ensure fleets was a smooth onboarding onto the PayByPhone Business platform. Our Rights and Rates feature was incorporated to offer adjusted rates to approved fleets. The approved license plates are identified as a commercial fleet and the app displays an adjusted rate. With the roll-out of PayByPhone Business, our Client and Customer support teams were able to streamline this program, and as a result, the City has seen a reduction in administrative tasks. Our already existing integration with the City’s enforcement provider continues to offer consistent enforcement. The transition to PayByPhone Business was smooth. The app has been embraced by the City’s commercial fleets, which have reported back this is convenient and easy to use. Collectively, the City of Aspen and PayByPhone continue to provide support to local Aspen businesses. A truly symbiotic relationship. 3.1.2 Include information regarding enhancements or additional modules expected to be available within the next year, including a software refresh schedule. Partnership for mutual success is a mantra at PayByPhone. Our long-term partnerships result in the highest adoption rates in the industry – a metric that helps define project success. PayByPhone’s mobile payments account for greater than 50 percent of parking revenue for many of our clients and greater than 90 percent for some of our key clients. These high adoption rates are because PayByPhone provides ongoing promotional support to the City to accelerate driver adoption. As well, the nature of PayByPhone’s service as a single, globally available app helps boost adoption rates because drivers will often already be familiar with the app from their use of privately-owned off-street lots that feature PayByPhone. The single, globally available mobile app means that clients will automatically benefit from enhancements that we are constantly making to the platform without incurring additional and costly “app upgrade” fees. At the same time, PayByPhone’s optional dynamic labeling feature enables clients to provide a locally relevant user experience for City drivers. As a SaaS company, PayByPhone performs continuous refreshes using a continuous deployment model. Please see images below regarding work recently completed by PayByPhone, plans for this year, and a timeline of development. 219 USA - Canada - UK - France - Switzerland - Germany 31 T +1.866.783.7787 E sales@paybyphone.com W paybyphone.com 220 USA - Canada - UK - France - Switzerland - Germany 32 T +1.866.783.7787 E sales@paybyphone.com W paybyphone.com 3.1.3 What is your level of commitment to continuous system improvements (upgrades), expansion of system capabilities and providing client support? PayByPhone's commitment to continually innovates to keep abreast of consumer and client needs has and always will be a top priority--one of the reasons we are the most used and loved mobility parking payment app in the world. We are dedicated to offering drivers a host of features that facilitate a contactless, frictionless, and enjoyable parking experience. We know that by implementing our solution, the City will always have the latest and greatest value add features and capabilities that come from partnering with clients from around the world to innovate parking. Expansion requests must be evaluated for scoping to determine feasibility. City administrative staff will have a dedicated client account manager to contact via email or toll- free number, between 8 a.m. and 5 p.m., Monday to Friday. We can respond to administrative staff within 24 hours, exempting calls and emails received on weekends. In this case, depending on the complexity and urgency, a response is still usually provided on Monday. PayByPhone can usually respond to technical inquiries within 60 minutes. However, this is largely dependent on the complexity and coordination of the response to the appropriate groups. The process to trigger an emergency support issue simply requires City staff to call the toll-free emergency support phone number or email sys911@paybyphone.com, providing the specific details of the issue. 3.1.4 Describe user interface capabilities, including remote and mobile access. The PayByPhone solution supports least privilege and role-based access controls. Drivers access our mobile app or website to initiate a parking transaction. Users of the solution with access to the PayByPhone Portal can view/manage parking inventory, rates, and transactions based on individual, independent access authorizations assigned per user. This is assessed in our annual PCI-DSS and SOC 2 Type 2 assessments. 3.1.5 Provide a complete description of any client-side technical specifications and/or hosting requirements for the platform proposed. PayByPhone is a SaaS solution. Access to the PayByPhone portal will require authorization by the City and credentials for each authorized representative. The Cities staff will require an Internet connection and a modern browser (i.e., Chrome, Firefox, Edge) on a workstation or laptop. There are no hosting requirements for PayByPhone's proposed solution. 3.1.6 Identify any third-party software required to provide the functionality required by the City. PayByPhone is a software as a service (SaaS) solution, therefore, no IT hardware or third-party software required to deploy the app as outlined by the City and acquire functionality. An API integration with the City's enforcement provider(s) will be necessary to ensure a seamless flow of payments occurring within the PayByPhone app to enforcement devices, but this will not require a third-party software. 221 USA - Canada - UK - France - Switzerland - Germany 33 T +1.866.783.7787 E sales@paybyphone.com W paybyphone.com 3.1.7 Describe the customer registration process for the proposed Mobile Parking Payment System, including whether pre-registering over the internet or other method is required for first-time users. PayByPhone supports a variety of options for drivers to initiate that first session via our services. These include both web and app options. Pre-registration is not required with both options using our guest feature. We accept a variety of payment methods including Mastercard, Visa (debit and credit), American Express, Discover, Apple Pay, Google Pay, and PayPal. Our app enables drivers to pre-purchase parking outside of designated parking hours. Our rates engine always calculates the lowest possible rate, which means the driver will never be charged for free parking times. Our list of options are outlined below: Guest Parking was a first-to-market feature of the PayByPhone app. It’s an appealing feature because it lets drivers use the app without necessarily installing and registering for it. Through the Guest Account, drivers enter a location code, parking duration, and license plate number on a mobile supported website. This feature particularly appeals to drivers who are a one-time park- and-pay customer. Guest Parking is known to have increased usage of and loyalty to the brand across multiple cities and has resulted in guests converting to registered customers. This feature is available on the Web and the App. Direct Registration - Drivers may choose to directly register for a PayByPhone account within the app or via the Web. The user's phone number serves as their account number for quick and easy registration. Only a phone number, email address, and a selected password is required to create an account. This feature is available on the Web and the App. Facebook Sign In - New users may choose to utilize the "sign in with Facebook" option to skip full account creation utilizing their Facebook credentials for quick sign-up and log-in. This feature is available on the Web and the App. Apple Sign In – For a much faster onboarding app experience, drivers can use Apple Sign In to register and log into the PayByPhone app. Apple Sign In enables drivers on the iOS platform to register a new PayByPhone account or log into an existing account using their Apple ID credentials and biometric authentication on iOS (Face ID and Touch ID). This means no need to enter an email address or create a password. The feature also offers more control over privacy with the hide my email option. 222 USA - Canada - UK - France - Switzerland - Germany 34 T +1.866.783.7787 E sales@paybyphone.com W paybyphone.com 3.1.8 Describe billing process. Web based invoices? Mailing out of invoices? Typically, transaction fees are invoiced to the City monthly and are distributed by email in the form of an invoice within the first few days following month end. 3.1.9 Describe the customer’s enrollment process, including 24 hour availability, and local vs. toll free number registration number. The driver enrollment process is described above in question 3.1.7 (customer registration). Part of what makes PayByPhone a successful adoption story - and sets us apart from our competitors - is access to our 24-hour customer support service. This complimentary service (utilizing a local rate telephone number) connects the driver to a live agent who can set them up with a PayByPhone account should they experience any issues doing so themselves. The customer support line (available in English, French, and Spanish) also addresses questions and escalates technical queries. 3.2.0 Describe your customer support services. Hours of Operation? Customer notification process? Ability to provide speedy and accurate resolution? Policy for addressing complaints? Ticket resolution? Please additionally refer to our response in question 3.1.9 for customer support services. PayByPhone uses Zendesk, the world's biggest cloud-based helpdesk solution, to track and manage drivers' support tickets. Tickets are received via the Web or our browser based on user input, and our full-time resolve is currently 1 business day for North America. PayByPhone is committed to quick and accurate responses to address driver concerns. We also use Zendesk's advanced analytics and machine learning capabilities to continuously enhance our processes around user satisfaction and performance. Additionally, we offer an in-app chat support service that's available to your drivers 24/7 to assist with questions. When a driver approaches our customer service team with a question related to a ticket (citation), we refer to parameters set in place with the City to determine our next steps and response. Based on these parameters, we may advocate for the driver with the City; however, PayByPhone does not have the ability to remove citations directly. 223 USA - Canada - UK - France - Switzerland - Germany 35 T +1.866.783.7787 E sales@paybyphone.com W paybyphone.com 3.2.1 Does the system identify the car by the license plate or stall number? The PayByPhone system can support both pay by license plate and pay by space (stall) setups. 3.2.2 Is your mobile technology actively used in over 250,000 spaces? If not, how many? Yes, PayByPhone is a global operation with 20+ years’ experience. We are actively present within more than 1,300 cities worldwide and across 7 countries with 60+ million users and actively present within 3,750,310 spaces globally as of October 2022. 3.2.3 Do users receive a text message reminder before a parking session expires? As a driver opt-in feature, PayByPhone sends parking session expiry reminders via push notifications and SMS prior to parking expiration. 3.2.4 Can users review their profile and parking history online? Drivers can view their parking transaction history via the mobile app (under Parking History) and on the PayByPhone website (after signing in). Each transaction can be exported individually to a PDF file. For a detailed view of transaction history by selectable date range with the ability to print receipts as needed, drivers need to visit their Detailed Parking Transactions page (accessible via the PayByPhone website only). Detailed parking transactions can be searched by date-range and exported to CSV or PDF files. 3.2.5 Can users park using any phone (e.g. not restricted to the phone they registered with)? Yes, drivers have the option to pay using the web as well as an app and can log into their account on any device—not just the one they used for initial registration. Additionally, drivers can pay via phone call (optional interactive voice response [IVR]), app, or mobile website. For the website option, drivers can park and pay quickly without registering for an account. PayByPhone doesn’t require pre-registration to park, and we also operate a “guest account” service for drivers (an industry first). With this variety of options, the City's drivers are provided equitable options to park regardless of the phone type. 3.2.6 Does the system have the ability to: Please see responses for each item below: a. Utilize maximum stay restrictions? Yes, PayByPhone's dynamic rate's engine provides the ability to set limits on locations regarding how long a driver may select to park based on the City's policies. For example, if a location has a 2-hour maximum stay, the driver will not be able to initiate a session that exceeds 2 hours. Additionally, our system will prohibit them from extending time that collectively exceeds the City's maximum stay, and the City may choose how much time must pass between transactions before the driver can begin a new session within the same location. 224 USA - Canada - UK - France - Switzerland - Germany 36 T +1.866.783.7787 E sales@paybyphone.com W paybyphone.com b. Restrict people from re-parking for a set period even after parking expires? Yes. Please refer to our response in section 3.2.6 (a). c. Have different rates based on the day of the week? Yes, PayByPhone’s dynamic rate’s engine supports a wide variety of rate structures from simple to quite complex. We can support different rates based on particular days of week as well as the time of day. Additionally, all rate related changes are self-serve in the cloud-based administrative platform, PayByPhone Portal and can be adjusted at any time. PayByPhone is happy to assist the City with this functionality if required. Our flexible rates engine allows for many different pricing structures including, but not limited to, linear pricing or tiered pricing and meets the City's request to provide pricing that varies based on the days of the week. For any upcoming rate changes, a new rate can be created and an Effective from date selected to implement the new structure. d. Have different rates based on time of day? Yes, please refer to our response in 3.2.6 (c) f. Rates and restrictions can be different for every meter (if desired)? Yes. Rates and restrictions are set per location number assigned to the area (meter). g. Rates and restrictions can be set by zones? Yes. Rates and restrictions are set per location (zone) number assigned to the area or (meter). h. Restrict user access based on their ID/Password? Yes, the PayByPhone Portal: PayByPhone Portal, our back-office administrative platform, is a cloud-based software that allows the City to authorize user access. Each user's access is unique to them with view/edit abilities according to the authorizations selected by the City. i. Allow one-time event parking? Our flexible rates engine, hosted in the cloud-based PayByPhone Portal, gives the City complete control into how it configures and controls their rates. Our rates engine supports the complete pallet of pricing structures including tiered, dynamic pricing, and even allows for event rates. All these features are available as self-serve. That means you don’t have to contact Client Success in order to perform a rate change (unless you want to). Our Parking Session Tester that lets you preview the rate and restriction schedule prior to these going live. This allows you to quickly identify and eliminate errors before deploying complex rates and restriction schedules. 225 USA - Canada - UK - France - Switzerland - Germany 37 T +1.866.783.7787 E sales@paybyphone.com W paybyphone.com A wide range of policy formats can also be set up in the rates engine, from establishing time duration to enforcing parking restrictions. Event Parking will override your current rate schedule with a special set of rates and restrictions only for the event date and only for the affected location. j. Multiple (flat vs. hourly) rate structure in one (1) facility? Yes, our flexible rates engine, hosted in the cloud-based PayByPhone Portal, gives the City complete control into how it configures and controls its rates. Our rates engine supports the complete pallet of pricing structures including tiered, dynamic pricing, and meet's the City's 226 USA - Canada - UK - France - Switzerland - Germany 38 T +1.866.783.7787 E sales@paybyphone.com W paybyphone.com requirement for flat vs hourly rate structures within 1 facility by designating individual location numbers for each rate structure area. 3.2.7 Can users park using Text Messaging (SMS)? PayByPhone offers the ability for users to pay for parking through QR code, which behaves the same way as if a user was texting a location code and getting access to a weblink to initiate payment [how current text-to-pay services work]. PayByPhone is exploring adding the text-to- web interface to its roadmap in the future. 3.2.8 Can users pay for parking using dial tone and/or voice-based vendor-hosted interactive voice response system? Yes, as an opt-in solution for the City, drivers can pay for their parking using our smartphone app, via call (optional interactive voice response [IVR]), or our mobile website. 3.2.9 Will there be a toll-free number to initiate or extend parking sessions? Yes, a toll-free number is provided for drivers to initiate and extend parking sessions via our opt- in IVR solution. 3.3.0 Do users have to pay an annual membership fee? If so, how much? No, PayByPhone does not charge users to pay annual or membership fees to utilize our standard mobile payment services. 3.3.1 Does the system require integration with the meters? No, the PayByPhone service does not require an integration with the City's meters to offer drivers full functionality. 3.3.2 Is the system in live use where it integrates to multi-space meters? If so, please provide location and system integration details. Yes, PayByPhone has active integrations with multi-space meters. Below are a few examples of integrations we have in place. Location/Client Pay Station Brand Details City of San Francisco (SFMTA) IPS & MacKay PayByPhone has an active integration to push our payment data through the IPS platform, which allows consolidation of transactional data in one location. We also "light up" the MacKay meters on street 227 USA - Canada - UK - France - Switzerland - Germany 39 T +1.866.783.7787 E sales@paybyphone.com W paybyphone.com where applicable when a payment has occurred within our app. City of Redondo Beach, CA Luke 2 (T2) & MacKay PayByPhone has an active integration to push our payment data through the Digital Iris Platform, which allows consolidation of transactional data in one location. Iris also provides a final check for payment look-up, which requires a push from PayByPhone to Iris. Lexington Parking Authority Luke 2 (T2) & Cosmo PayByPhone has an active integration to push our payment data through the Digital Iris Platform, which allows consolidation of transactional data in one location. Iris also provides a final check for payment look-up, which requires a push from PayByPhone to Iris. Parking Authority of River City (Louisville) Cale/Flowbird PayByPhone has an active integration to push our payment data through the Cale/Flowbird Platform, which allows consolidation of transactional data in one location. Translink Luke 2 (T2) PayByPhone has an active integration to push our payment data through the Digital Iris Platform, which allows consolidation of transactional data in one location. Iris also provides a final check for payment look-up, which requires a push from PayByPhone to Iris. 3.3.3 Has the pay-by-phone service integrated with or is in use at any gated revenue control systems? If so, please provide location and system integration details. We are working hard to create a solid integration for gated environments that create a truly frictionless, touchless, and seamless experience for drivers. Our feature is being developed with drivers in mind, and already active in Europe where drivers authenticate their account for the AutoPass feature, which allows seamless parking in gated environments. In North America, we are open to exploring an existing partnership integration we currently have with Fennix, which ingests our payment data to open exit gates when a valid credential exists. We are currently still planning our North American strategy and welcome the City’s input and partnership to assist in development of such a project. 228 USA - Canada - UK - France - Switzerland - Germany 40 T +1.866.783.7787 E sales@paybyphone.com W paybyphone.com 3.3.4 Is your service in live use at over five US locations? If so, where? Yes, PayByPhone is a global operation with 20+ years’ experience. We are actively present within 155 US cities and in more than 1,300 cities worldwide and across 7 countries with 60+ million users and actively present within 3,750,310 spaces globally as of October 2022. Please refer to our attached references document for examples of five US locations. 3.3.5 Does your service integrate with wireless handheld systems? If yes, provide examples of live sites. Yes, the PayByPhone solution integrates with a variety of enforcement providers using a real- time API, which includes wireless handheld systems as well as LPR. Please refer to our attached references document, which includes examples of sites with live enforcement integrations. 3.3.6 Is the system/software user-friendly? Please describe in detail. Yes, PayByPhone’s Web and App experience is user friendly with a process developed with the driver in mind. The steps to complete a parking transaction are intuitive with a logical flow that makes initiating a session frictionless and simple. Drivers can pay for their parking using our smartphone app, by calling a toll-free number from any phone, or by using our mobile website. PayByPhone accepts all major and many emerging payment options including Mastercard, Visa (debit and credit), American Express, Discover, Apple Pay, Google Pay, and PayPal. For the website option, drivers can park and pay quickly without registering for an account. PayByPhone doesn’t require pre-registration to park, and we also operate a “guest account” service for drivers (an industry first). Drivers simply click the Park button on the website and are prompted to enter a location code, parking duration, vehicle plate number, email address, and valid credit card. PayByPhone collects only the minimal data set required from drivers to deliver the services we provide. All data is collected in compliance with industry standards and adheres to the requirements dictated by state and federal laws. Core information, including license plate, phone number, and payment card details that are necessary to complete a transaction is entered directly by the driver for an initial set-up. Returning users only need to select their location and process their payment utilizing saved vehicle and payment data. This creates a user-friendly system that creates a frictionless parking experience for your drivers. Added features, such as our Apple Sign-In encourages quick and easy user registration to assist your drivers be on their way! 3.3.7 Do you have a marketing plan; i.e. recruitment process, decals, signage, advertisement mediums, etc.? Our in-house marketing team will work with the City to design a unique Marketing Campaign to accompany the launch of the services that will effectively advertise and promote the service and engage the community. Our main objective is to increase the uptake of cashless parking throughout the life of the contract. Marking Campaign We have provided an example marketing campaign below. During implementation, our marketing team will work in partnership with you to design and deliver a customized marketing strategy which includes: • PayByPhone marketing investment, at no cost to the City 229 USA - Canada - UK - France - Switzerland - Germany 41 T +1.866.783.7787 E sales@paybyphone.com W paybyphone.com • Dynamic Labelling provides a customed home screen image for the mobile apps. • B2C campaigns throughout the year • Clear concise signage • Social media campaigns We continuously measure and monitor our campaigns performance to identify gaps in the market. Each campaign will be delivered on a national and international level, designed to increase awareness of our customer focused service. The following section provides an overview of the marketing campaign activities we recommend for launching and promoting the PayByPhone services while successfully encouraging drivers to sign up for the service. The purpose of the campaign is to make the community, visitors and tourist aware that that the service is changing (and what to do)’ when using PayByPhone to pay for parking. The aim of the communication is to make the changeover as stress-free as possible, and with minimal service disruption. To ensure we are effective in communicating the service, we work with your communication and marketing teams to ensure news of the launch is featured prominently on both the City’s and PayByPhone website. Social Media is a powerful tool reaching a larger audience and an effective way to raise awareness and encourage drives to sign up in advance to the PayByPhone services in the form of: • How to download and register the PayByPhone app • Promoting local events • Competitions and promotions • Advertising new functionalities We have social media presence on all major platforms including Facebook, Twitter, LinkedIn and YouTube. News and events are shared to reach a larger audience including the residents and tourist of Miami. Posting content which announces that the service is coming soon with links to the customer videos showing how to download and register with the PayByPhone app, raises awareness and encourages new drivers to sign-up in advance. 230 USA - Canada - UK - France - Switzerland - Germany 42 T +1.866.783.7787 E sales@paybyphone.com W paybyphone.com We have provided below some example social posts we could include for the City of Miami. Social Media Videos: A selection of PayByPhone generic videos are available to the City to use. These videos can be used on the Cities website, social media channels. 231 USA - Canada - UK - France - Switzerland - Germany 43 T +1.866.783.7787 E sales@paybyphone.com W paybyphone.com Landing Page: A customized landing page will be created containing information specific to the drivers of the City. This page contains information and videos on how to use the service and parking locations across Miami Beach. 232 USA - Canada - UK - France - Switzerland - Germany 44 T +1.866.783.7787 E sales@paybyphone.com W paybyphone.com Promoting the service post launch. Dynamic Label: We ‘localize’’ our mobile apps for each client so they can choose an image of their choice which (using geo-locations) changes when the customer parks in their locations. Signage: Having the right signage for each parking location is a key element in gaining awareness of the service and in achieving high levels of uptake. Signage will be attractive, authoritative, clear, and informative. Multilingual Linked to our global coverage our mobile apps supports a wide range of languages at the click of a tab, very helpful for tourists and visitors. 233 USA - Canada - UK - France - Switzerland - Germany 45 T +1.866.783.7787 E sales@paybyphone.com W paybyphone.com We recognize that Spanish is a dominant language spoken by over 50% of the population. We have provided below examples of marketing campaigns we can provide to the City of Miami Beach in Spanish. Language Launch Package Example – City of Miami Beach, FL Launch Poster: 234 USA - Canada - UK - France - Switzerland - Germany 46 T +1.866.783.7787 E sales@paybyphone.com W paybyphone.com Launch Post Card: Launch Social Posts: 235 USA - Canada - UK - France - Switzerland - Germany 47 T +1.866.783.7787 E sales@paybyphone.com W paybyphone.com Launch Website & Email Content: Summer Campaigns These campaigns offer fun give-aways for drivers using the service. We have provided an example of a mock marketing campaign that promotes the Miami Beach area. ‘Discover Miami Beach with PayByPhone – Explore Your City like a Tourist’ The purpose of this campaign is to create community awareness about using PayByPhone when paying for parking, highlighting fun things to do in the Miami Beach are, and a fun giveaway to win ‘Go City 5 Choice Explorer Passes’. The giveaway will be hosted on a dedicated landing page that will outline full contest details, prizes available to be won, a form where users can enter to win (requiring their PayByPhone account number), information about using the PayByPhone, and links to download the app. To bolster awareness about the giveaway we will share boosted social posts on our Instagram and Facebook channels, and organic posts on Twitter, that link back to the landing page so people can easily enter to win and share the giveaway with others in their networks. 236 USA - Canada - UK - France - Switzerland - Germany 48 T +1.866.783.7787 E sales@paybyphone.com W paybyphone.com Example Caption – ‘Giveaway Time’ Miami Beach residents and visitors can now enjoy the convenience of PayByPhone when parking their vehicles across the city! Whether streamlining your commute, or facilitating your visit to the city, this partnership is sure to simplify your journey. ⁠ To celebrate the launch of PayByPhone in Miami Beach, we’re hosting a GIVEAWAY! Two winners will each receive 2 ‘Go City 5 Choice Explorer Passes’, that will get you access to some of the city’s finest attractions, like the Zoo Miami, Speed Boat adventures, and the Miami Seaquarium! ⁠ ⁠Head to the link in bio and fill out the form to submit your entry. The contest closes [DATE]. ⁠It’s that easy! Full contest details are available here. https://park.paybyphone.com/simplifyyoursummer-miami/. Good luck! ⁠ ⁠⁠[Short form terms and conditions will be listed here] City Guide to Miami Beach In keeping with the theme of things to do in Miami Beach and exploring the city like a tourist, we will also share a city guide blog article highlighting activities, shops, restaurants, and cafes people can enjoy near PayByPhone parking. 237 USA - Canada - UK - France - Switzerland - Germany 49 T +1.866.783.7787 E sales@paybyphone.com W paybyphone.com Experience: We Know the Aera and Clientele With our established presence across southern Florida, PayByPhone knows the local audience, the clientele, and how to engage these communities to drive app adoption. Our community engagement campaigns illustrate our dedication to connecting with people in each area where PayByPhone operates. We have provided examples below of some successful marketing campaigns we have launched in Miami. ‘We Are Where You Dine’ Campaign In 2020 we ran a contest in the City of Miami promoting awareness of PayByPhone, by hosting a giveaway campaign giving winners access to some of the best local restaurants that the city has to offer. PayByPhone users had the chance to win a $50 gift card to one of the many participating local restaurants, courtesy of the Miami Parking Authority (@mpacommunity). Campaign Tactics Used: • Dedicated Landing Page • Custom Dynamic Label Image • Boosted Social Posts • Giveaway Sweepstakes Landing Page: 238 USA - Canada - UK - France - Switzerland - Germany 50 T +1.866.783.7787 E sales@paybyphone.com W paybyphone.com Dynamic Label Image: Social Posts: ‘Simplify Your Summer’ In August 2022 we ran a ‘Simplify Your Summer’ giveaway sweepstakes in Miami: 239 USA - Canada - UK - France - Switzerland - Germany 51 T +1.866.783.7787 E sales@paybyphone.com W paybyphone.com This campaign reached over 51,000 people. Partnerships Our existing partnerships with the following municipalities and parking providers shed light on our expertise in the area: 1. Bal Harbor 2. Bay Harbor Islands 3. Broward County 4. Carolina Beach 5. Coral Gables 6. Dadeland 7. Dania Beach 8. Florida International University 9. Fort Lauderdale 10. Hallandale Beach 11. Lauderdale – By – The – Sea 12. Miami 13. Miami Arts Charter School (MAC) 14. Miami Dade County Parks 15. Naples 16. North Bay Village 17. Nova Southeastern University (NSU) 18. Orange County 19. Pompano Beach 20. Sunny Isle Beach 21. Surfside 22. Tampa 23. University of Miami 24. Miami-Dade Aviation, Miami International Airport Park & Ride Lot 240 USA - Canada - UK - France - Switzerland - Germany 52 T +1.866.783.7787 E sales@paybyphone.com W paybyphone.com 3.3.8 What is the settlement process of your system/software? Mobile parking payments involve transferring funds between a driver’s credit card, PayByPhone, the credit card network, and the parking operator’s bank. The step-by-step transaction credit card process is as follows: Transactions Settlement Workflow At the start of a parking session, the driver’s credit card is authorized in real-time to confirm funds are available for the requested payment transaction. Transactions are characterized as “card not present” and are batched (collected) daily. Settlement times are configurable, but typically happen between midnight and 4:00 a.m. If the driver's bank approves the transaction, it sends funds to the card network. The card network sends funds to the Merchant of Record (MoR) bank account. (Note: Discover cards are not accepted if PayByPhone is the MoR for Canadian clients.) Multiple Fees • Transaction fees are charged by the card network whether funds transfer or not. • Service fees are charged by PayByPhone. • Interchange fees, card association fees, and processing fees are charged by the MoR bank. Transaction Reports • Transaction and daily deposit reports can be generated by PayByPhone Portal. • Transactions and transaction summary reports are provided by the payment gateway service — CreditCall — in most cases. • Daily summary reports are provided by the MoR bank. 241 USA - Canada - UK - France - Switzerland - Germany 53 T +1.866.783.7787 E sales@paybyphone.com W paybyphone.com Merchant Processors We integrate with all common merchant processors, including Chase Paymentech, Elavon, First Data, Heartland, TSYS, Vantiv, and Worldpay. While Truist is not currently an active PayByPhone approved partner, we are exploring avenues to add them. 3.3.9 Is there interface capability? Yes, PayByPhone has an open API with the ability to integrate as either a push service or a pull- on-demand service. The push service will send transactions in real-time. As long as the integration conforms to our API, PayByPhone can send transaction information. Scoping for enhanced features can take place once additional information is provided to determine feasibility, price, and timelines. 3.4.0 Is there system portability, expandability, and support? Yes, PayByPhone’s architecture is designed to be extremely scalable. Our platform has sufficient capacity to meet the City’s anticipated volume both for today’s usage and future growth. We successfully process more than 190 million transactions a year (over 500,000 transactions a day). Our enterprise data is hosted on Amazon Web Services (AWS). This allows us to quickly and easily scale up server capacity when required. Both driver and customer support is addressed with each respective section in other areas. 3.4.1 Can the system maintain the security, confidentiality of transactions and information? If yes, please describe in detail. Yes, as a PCI-DSS Level 1 certified provider, PayByPhone is responsible for the security of cardholder data, which it possesses or otherwise stores, processes, or transmits on behalf of its clients. PayByPhone abides by the rules and regulations set forth in the PCI-DSS regulations. PayByPhone has policies and procedures in place for Information Security which are owned by the Security and Compliance team. These policies and procedures are written in accordance with PCI-DSS standards and reviewed annually. All PayByPhone employees and contractors are required to familiarize themselves with and acknowledge the Information Security policies and procedures. Information Security policies and procedures are assessed in our annual PCI-DSS and SOC 2 Type 2 assessments. PayByPhone has a mature and advanced vulnerability management program. It is based on four steps, which occur monthly or ad-hoc if out-of-band critical security patches are released by manufacturers. The four steps are: 1. Corporate security patching: a. Operating systems b. Third-party software patching (for example, Firefox, Adobe, Java etc.) 2. Production security patching: a. Operating systems b. Third-party software patching 242 USA - Canada - UK - France - Switzerland - Germany 54 T +1.866.783.7787 E sales@paybyphone.com W paybyphone.com 3. Infrastructure security patching in all environments: a. Firewalls, switches, databases etc. 4. Vulnerability scan of all environments: a. Remediate any discovered vulnerabilities until the scan returns clean. This process is repeated monthly and is easily repeatable due to the extensive use of automation tooling and processes. In addition, PayByPhone also performs the following monthly activities: 1. External network vulnerability scanning 2. External web application vulnerability scanning Finally, PayByPhone employs full-time security personnel to maintain these processes as well as perform external, internal, and application penetration testing to identify any vulnerabilities or weaknesses in the platform. 3.4.2 Is your system PCI compliant? Yes, as a PCI-DSS Level 1 certified provider, PayByPhone protects drivers’ card data (whether in transmission or in storage) using a combination of industrial-grade encryption technologies. Clients aren't able to view cardholder data. The PayByPhone Portal system and consumer applications don't read from the credit card database table. Cardholder applications only have access to pre-formatted and redacted card data. Our cardholder environment and our database servers are physically isolated from the Internet. To protect our systems further, we’ve put in place a range of active monitoring systems (including DDOS mitigation appliances, intrusion detection appliances, file integrity appliances, hardware and software firewall appliances, antivirus appliances, and log aggregation systems). PayByPhone repeats the PCI attestation process annually. Our PCI-DDS Level 1 compliancy can be validated at any time by visiting the VISA portal at https://www.visa.com/splisting/searchGrsp.do. Please see our PCI-DSS Certificate below. 243 USA - Canada - UK - France - Switzerland - Germany 55 T +1.866.783.7787 E sales@paybyphone.com W paybyphone.com 3.4.3 Do you allow the City to use our own merchant accounts for credit card processing? This is the City’s preferred process. Yes, PayByPhone can work with whichever merchant processor the City chooses. We integrate with all common merchant processors, including Chase Paymentech, Elavon, First Data, Heartland, TSYS, Vantiv, and Worldpay. Mobile parking payments involve transferring funds between a driver’s credit card, PayByPhone, the credit card network, and the parking operator’s bank. Transactions Settlement Workflow At the start of a parking session, the driver’s credit card is authorized in real-time to confirm funds are available for the requested payment transaction. Transactions are characterized as “card not present” and are batched (collected) daily. Settlement times are configurable, but typically happen between midnight and 4:00 a.m. 244 USA - Canada - UK - France - Switzerland - Germany 56 T +1.866.783.7787 E sales@paybyphone.com W paybyphone.com If the driver's bank approves the transaction, it sends funds to the card network. The card network sends funds to the Merchant of Record (MoR) bank account. (Note: Discover cards are not accepted if PayByPhone is the MoR for Canadian clients.) 3.4.4 If the merchant account is not the City’s, what is the turn-around time for payment to the City? The City requires that payment be made within 24 hours of point of sale. PayByPhone can work with whichever merchant processor the City chooses to have us connect to. Parking funds are deposited directly to the allocated merchant account and are typically settled daily at 3 am EST. If PayByPhone serves as merchant of record, funds are collected within our merchant account through the current month. At the close of the month, PayByPhone electronically transfers the City’s funds within 3 days of the month closure. 3.4.5 Does the City directly receive the credit card payments from our consumers’ parking transactions? Yes, mobile parking payments involve transferring funds between a driver’s credit card, PayByPhone, the credit card network, and the parking operator’s bank. The step-by-step transaction credit card process is as follows: Transactions Settlement Workflow At the start of a parking session, the driver’s credit card is authorized in real-time to confirm funds are available for the requested payment transaction. Transactions are characterized as “card not present” and are batched (collected) daily. Settlement times are configurable, but typically happen between midnight and 4:00 a.m. If the driver's bank approves the transaction, it sends funds to the card network. The card network sends funds to the Merchant of Record (MoR) bank account. (Note: Discover cards are not accepted if PayByPhone is the MoR for Canadian clients.) Multiple Fees • Transaction fees are charged by the card network whether funds transfer or not. • Service fees are charged by PayByPhone. 245 USA - Canada - UK - France - Switzerland - Germany 57 T +1.866.783.7787 E sales@paybyphone.com W paybyphone.com • Interchange fees, card association fees, and processing fees are charged by the MoR bank. Transaction Reports • Transaction and daily deposit reports can be generated by PayByPhone Portal. • Transactions and transaction summary reports are provided by the payment gateway service — CreditCall — in most cases. • Daily summary reports are provided by the MoR bank. 3.4.6 Can you report on average downtime of service? At PayByPhone, availability is defined as the percentage derived by dividing the total sum of minutes in the given month (“X”), minus the total sum of the experienced incident, divided by the sum total of availability minutes (“X”). Availability is calculated and measured by impact on the end user. The customer impact is determined by leveraging experienced trends over numerous historical periods (durations) and applying the nearest trending rate as the expected base. During an incident, the availability calculation is thus determined by the expected trends, minus the current trend (incident) and the anticipated duration, based on normal trends, to recover the delta. By leveraging historical trends, the formula allows the availability metric to much more accurately assess and determine availability based on experienced impact. The Site Reliability Team tracks and analyzes our availability and is able to provide, upon request, the overall availability of the platform on a monthly basis. Additional detailed reporting may be available upon request and at the discretion of PayByPhone. 3.4.7 Do you have web-based parking permits for monthly off-street parking? The PayByPhone app can accommodate monthly sessions in the same manner it manages hourly sessions for off-street parking areas, which is available via both the Web and our app. The City may choose to utilize our optional Rights & Rates feature to determine which user profiles have authorized access to monthly options. . 3.4.8 Do you have web-based parking permits for event off-street parking? PayByPhone’s override feature, located within our self-serve portal, allows the City to override a locations base rate with an event-based rate. This will result in drivers seeing a different rate based on the City’s override date/time specifications. This can be utilized for locations in both on and off street locations and would be available via the web and our app. 3.4.9 Do you have web-based parking permits for residential, student, and business parking? City staff can utilize PayByPhone's Rights and Rates subscription program to administratively manage parking needs by profile type such as residential, student, and businesses. Rights and Rates is a subscription program that provides parking fees based on the driver's pre-authorized profile while supporting different rate structures for different profile types through the optional PayByPhone Rights and Rates feature. This feature can provide special rates for residents, 246 USA - Canada - UK - France - Switzerland - Germany 58 T +1.866.783.7787 E sales@paybyphone.com W paybyphone.com accessible parking spots for people with disabilities, or longer stay times for commercial cars. Parking rules depend on the driver profile. Drivers would have access to these features via the web as well as our app. 3.5.0 Do you have a phone & web-based violation payment system? If so, does it interface with other violation payment system platforms? PayByPhone can provide custom text within the app that includes a link to the City's online payment portal for parking citation payment. While we can process any payment through the PayByPhone app, there would be nothing linking this payment to the citation and would simply only reference the license plate. 3.5.1 Do you have an Electronic Validation System for hotels, businesses, restaurants, etc.? PayByPhone offers validations, which may be used for hotels, restaurants, and other businesses as requested. Parking clients across North America – including municipalities, universities, healthcare campuses, hotels, event venues, and parking operators – can leverage the combined technology solutions of PayByPhone and Off-street to digitally manage their parking validations and paid parking exemptions. Our parking validation software is a license plate-based Web app that allows you to create user accounts to manage your organization's needs as well as to authorize drivers to register for parking validations via an online portal. Digital parking validations will allow you to: • Self-manage your employee, customer, and visitor parking. • Increase your visitor compliance. • Eliminate your decals and paper parking permits. Our Web-based validation app integrates with leading parking enforcement technology to minimize parking infractions. 247 USA - Canada - UK - France - Switzerland - Germany 59 T +1.866.783.7787 E sales@paybyphone.com W paybyphone.com 3.5.2 Does your organization develop and own its core technology or is it licensed from a third party? PayByPhone owns and develops their own core technology, and we do not acquire from a third- party. 3.5.3 Describe your customer dispute process. Drivers can view their parking transaction history via the mobile app (under Parking History) and on the PayByPhone website (after signing in). Each transaction can be exported individually to a PDF file. For a detailed view of transaction history by selectable date range with the ability to print receipts as needed, drivers need to visit their Detailed Parking Transactions page (accessible via 248 USA - Canada - UK - France - Switzerland - Germany 60 T +1.866.783.7787 E sales@paybyphone.com W paybyphone.com the PayByPhone website only). Detailed parking transactions can be searched by date-range and exported to CSV or PDF files. PayByPhone provides free telephone customer support in English, French, and Spanish. Drivers who are having difficulties with registration, starting parking or resolving account problems/disputes can get help right away by connecting to our toll-free number. Disputes are managed according to provisions set in place between PayByPhone and the City based on data collected during the implementation phase on how best to manage these situations. 3.5.4 Are all reports exportable to Excel or other file formats? Yes—reports are available via the PayByPhone Portal, our back-office administrative platform, which is a cloud-based software that allows the City to authorize user access. Each user's access is unique to them with view/edit abilities according to the authorizations selected by the City. Transaction data can be searched using our to - from date filter, and our robust reporting tool provides the City with the ability to view current and historical parking sessions and associated transaction data. All reports can be exported to CSV, Excel, and PDF formats, and reports can even be scheduled for routine delivery to an authorized email. Transaction data can be retrieved at any time and meets the two- and three-year requirements. A variety of reports are available and meet the City's requirement for specified fields listed above. 3.5.5 Will the City have access to the system database? Who owns the data? PayByPhone provides secure, administrative password access to its PayByPhone Portal administrative database where only the minimal data set required from drivers to deliver the services we provide is stored. Core information that the City can access from the database 249 USA - Canada - UK - France - Switzerland - Germany 61 T +1.866.783.7787 E sales@paybyphone.com W paybyphone.com includes license plate, phone number, and payment card details entered directly by drivers to initiate a transaction. PayByPhone owns customer data and shares ownership of transactional data with the City. It has two redundant servers in secure, state-of-the-art data centers. The primary location is with Aptum Technologies in Vancouver, BC, and the secondary with Amazon Web Services (AWS) in Montreal, QC. Both data centers are equipped with redundant power, fire control systems, and advanced video surveillance. 3.5.6 Does the system provide any report writing/generating tool? No, our PayByPhone Portal does not currently support the ability to write your own reports. A wide variety of reports are provided to meet the City’s needs, and all reports can be exported to CSV, Excel, and PDF formats, and reports can even be scheduled for routine delivery to an authorized email. However, if a custom report is desired, PayByPhone can assist the City in acquiring such report. 3.5.7 How is the Mobile Parking user fee assessed? Per transaction; monthly; etc. Please explain. Typically, the per transaction fee is set up as a "fee-on-top" structure, which is paid by the driver by form of a convenience or service fee. This means the transaction fee can be paid by the driver and is added on top of the City's parking fee. However, we support a variety of transaction set- up scenarios based on the City's preference. In many cases, if the City offers both hourly and monthly parking options where both are offered and supported via our platform with a varying transaction fee for each type. 3.5.8 Will you provide Miami Beach Residents a discount on your pay-by-phone user fees (per transaction or monthly)? Please explain. Yes, PayByPhone can support different rate structures for different profile types through the optional PayByPhone Rights and Rates feature. This could include discounted rates for eligible drivers or the right to park in a restricted location such as providing discounted parking rates for residents, accessible parking spots for people with disabilities, or longer stay times for commercial cars. The Miami Parking Authority utilizes this same feature to offer resident rate discount, and the same efforts can be duplicated for the City of Miami Beach based on your unique needs and can be per transaction or monthly based on the City's needs. Parking rules depend on the driver profile. PayByPhone can either pull these eligible license plates automatically from an existing database or the City can manually add license plates to a Rights and Rates group. During COVID-19, PayByPhone’s Rights and Rates feature was used by municipalities to waive parking fees for health care and other essential workers as well as remove the maximum stay restrictions for these drivers, thereby allowing crucial services to continue uninterrupted. 250 USA - Canada - UK - France - Switzerland - Germany 62 T +1.866.783.7787 E sales@paybyphone.com W paybyphone.com 3.5.9 Will you provide Miami Beach Residents Mobile Parking service at no charge? Please explain.i PayByPhone can support different rate structures for different profile types through the optional PayByPhone Rights and Rates feature. This could include discounted rates for eligible drivers [such as residents or disabled parkers] or the right to park in a restricted location such as longer stay times for commercial cars. This feature does not currently have the ability to support transaction-free options for specified accounts, but we are currently working with our product team to get the needed development work on our roadmap in time for the Miami Beach roll out. In the interim, we have the ability to work with the City to decrease the driver’s parking fee by the amount of the transaction fee, essentially offering this at no cost to the driver and absorbed by the City and can message accordingly so users understand. This would be a potential stop gap until this development work is done. 3.6.0 Do you host and update your system? PayByPhone is a global SaaS product offering. Our app is supported on Apple iOS, Android, and Windows operating systems. Our service is accessible using any modern Internet browser or the app itself. No infrastructure is required to be installed inside the City's network. PayByPhone is responsible for patching systems and services supporting our service. This is assessed in our annual PCI-DSS and SOC 2 Type 2 assessments. PayByPhone’s architecture is designed to be extremely scalable. Our platform has sufficient capacity to meet the City’s anticipated volume both for today’s usage and future growth. We successfully process more than 100 million transactions a year (over 300,000 transactions a day). Our enterprise data is hosted on Amazon Web Services (AWS). This allows us to quickly and easily scale up server capacity when required. 251 USA - Canada - UK - France - Switzerland - Germany 63 T +1.866.783.7787 E sales@paybyphone.com W paybyphone.com 3.6.1 Is your software Microsoft SQL? Please provide the version of the software. No, PayByPhone does not use Microsoft SQL. 3.6.2 Is your software web-based? Yes, the self-serve administrative PayByPhone Portal is a secure, Web-based platform that can be managed from any modern Web browser. 3.6.3 Is your software compatible with the Skidata gated revenue control system for payment at garages (OffStreet only). Please refer to our response in question 3.3.3 252 USA - Canada - UK - France - Switzerland - Germany 64 T +1.866.783.7787 E sales@paybyphone.com W paybyphone.com TAB 4 - Approach and Methodology 4.1 Project Planning and Implementation Information 4.1.1 Provide a complete sample project plan for this project. Include your firm’s approach to project management, implementation, migration, and training issues. Describe the implementation strategy that would be employed to successfully complete the project as well as meet the requirements of the City within the required timeline. PayByPhone will provide an implementation plan for review and approval by the City within 30 days of contract award. A typical implementation can take between six and eight weeks depending on City staff availability. Dates can be adjusted upon being selected vendor of choice and are contingent upon award assumptions from the solicitation schedule. There are several key, high-level items in a transition plan (from implementation to go-live) that are worth noting. • Launch call. • Identify key stakeholders. • Set up merchant information. • System configuration (new location setup, if applicable) • Design and produce signage and stickers. • Testing • Soft go-live – testing phase • Go-live – (projected go-live date) Our implementation plan below provides a detailed overview of the proposed scope of work a date/timeline assumed based on this RFP release since the dates are listed as TBD but may be adjusted based on additional information provided by the City, while Tentative Project Schedule below highlights the key milestones the project will meet during each phase of its six- to eight- week implementation. Implementation time frames vary from operation to operation based on information provided to us within the implementation workbook and merchant account setup. April 2023: Contract Execution • Finalize the contract: The City will work directly with PayByPhone’s Sales Director and our Legal team. • Schedule kick-off call: The City's Sales Director will coordinate a kick-off call with the assigned PayByPhone Client Success team to begin work on project implementation. April 2023: Project Kick-off • Client Success Onboarding Manager: Primary point of contact and project lead during onboarding phase. Weekly meetings and coordination for merchant account, signage planning, geolocation coordination, dynamic label, and communication. Before go-live, the Client Success team will conduct training that also includes the sales director. Virtual training is also available if needed. • Sales Director: Attends weekly calls and provides input as needed. Works with the Client Success team to conduct on-site training. Virtual training is also available if needed. • Implementation Manager: Works closely with the team to coordinate and execute necessary integrations and conduct test transactions. 253 USA - Canada - UK - France - Switzerland - Germany 65 T +1.866.783.7787 E sales@paybyphone.com W paybyphone.com • Marketing: Works with the team to plan marketing strategies for go-live and future adoption success strategies. May 2023: Soft Launch Go-Live • Client Success Onboarding Manager: Works with the City to confirm a go-live date for soft launch. Upon go-live, transactions and processes will be monitored and there will continue to be communications with the City to troubleshoot if needed. • Sales Director: Works with the Client Success team and provides input where needed. • Client Success Account Manager: Introduction to your Account Manager who will serve as your primary point of contact from full go-live forward. Responsible for routine check-ins to ensure adoption growth and client success. Available for routine questions and routine meetings at the discretion of the City. • Implementation Manager: Monitors integrations and works with the team to ensure all is working as expected. Makes adjustments as needed. • Marketing: Monitors marketing activities and works with the City to implement new marketing endeavors that will complement City events and assist with adoption growth. May 2023: Soft Launch Evaluation and Full Launch Implementation Planning • Client Success Onboarding Manager: Remains the primary point of contact for the City and works with the City to monitor soft launch locations, evaluate issues, and implement solutions. Works with the City to begin setting up new locations for future full launch. Meetings conducted weekly or as dictated by the City for full launch planning. • Sales Director: Remains in contact with the Client Success team and continues to attend meetings as scheduled by the Client Success team. Provides input as needed. • Client Success Account Manager: Introduction to your Account Manager who will serve as your primary point of contact from full go-live forward. Responsible for routine check-ins to ensure adoption growth and client success. Available for routine questions and routine meetings at the discretion of the City. • Implementation Manager: Works with the Client Success team to set up any new integrations that have developed since initial launch (for example, change in enforcement provider) and remains available if needed. • Marketing: Works with the City to begin marketing strategy planning to market upcoming full launch in the City. June 2023: Full Launch Go-Live • Client Success Onboarding Manager: Works with the City to confirm a go-live date for full launch. Upon go-live, transactions and processes will be monitored and there will continue to be communications with the City to troubleshoot if required. At this time, the City will also be introduced and transitioned to its assigned Account Manager, who will serve as the City’s primary point of contact for its account. 254 USA - Canada - UK - France - Switzerland - Germany 66 T +1.866.783.7787 E sales@paybyphone.com W paybyphone.com • Client Success Account Manager: The PayByPhone Account Manager will serve as the primary point of contact to work with the City for both routine needs as well as develop and implement strategic marketing activities and ensure adoption success. • Sales Director: Works with the Client Success team and provides input where needed. • Implementation manager: Monitors integrations and works with the team to ensure all is working as expected. Makes adjustments as needed. • Marketing: Monitors marketing activities and works with the City to implement new marketing endeavors that will complement City events and assist with adoption growth. 4.1.2 Include a sample project schedule based on the above project plan. Indicate the significant “milestones” in a project of this nature and magnitude. Please refer to our response in question 4.1.1 4.2 Training Information 4.2.1 Describe the training program approach for the City. Include Administrator, Power User, and Full User roles; including in-house training (“Live”);. Training is one of the most important steps to a successful implementation. The City's parking administrative staff and its partners will be offered complimentary training during the implementation phase. We use a “train the trainer” model. Our main training program consists of four key elements: • PayByPhone – who we are, what we do, core processes. • Enforcement – parking location numbers, enforcement protocols. • PayByPhone Portal system (Administrator) – how it works, reporting functions, dashboards. • Customer service (Full User & Power Users) – registration, payment, account management. PayByPhone's instructional training will be planned to accommodate training needs. It will also allow time for question-and-answer sessions as needed by the City's staff to ensure everyone is comfortable with their understanding of the software and associated integrations. We’ll submit a proposed instruction schedule where the City can adjust and suggest changes to the content and schedule to ensure efficiency and a mutually agreeable planning process. We’ll provide training materials that can be copied and distributed as needed for ongoing training purposes. PayByPhone will put together a comprehensive training plan related to its cloud-based administrative PayByPhone Portal system which can include on-street teams if applicable (civil enforcement officers) during the service implementation phase. We’ll run multiple “train the trainer” sessions as needed. Additionally, live training can be conducted at the City's request. 255 USA - Canada - UK - France - Switzerland - Germany 67 T +1.866.783.7787 E sales@paybyphone.com W paybyphone.com 4.2.2 Describe all training manuals and formats available. Describe other methods or training available to City users. Please refer to our response in question 4.2.1 4.3 Maintenance/Support/Warranty Information 4.3.1 Describe the levels and types of ongoing system support and maintenance provided by your firm. Specify the current version of your system, next major upgrade, how often the system is upgraded, and how the upgrades are accomplished. PayByPhone is a software as a service (SaaS) solution, therefore, as software updates are made, they're available to drivers and clients immediately. Ongoing refresher training can be provided as needed. Upgrades and patches are applied by PayByPhone. This is assessed in our annual PCI-DSS and SOC 2 Type 2 assessments. In situations where an update requires an interruption of service, Client's are notified in advance, and a time is carefully selected to disrupt clients as little as possible. For example, a typical update may occur est. after 4 am with little to no impact on the City's drivers. 4.3.2 Indicate how support would be provided to our location (hotline telephone support, email, onsite, helpdesk, etc.). Describe the support escalation process should initial methods of support not adequately address the issue(s). City administrative staff will have a dedicated client success account manager to contact via email or toll-free number, between 7 a.m. and 4 p.m., Monday to Friday. We can respond to administrative staff within 24 hours, exempting calls and emails received on weekends. In this case, depending on the complexity and urgency, a response is still usually provided on Monday. PayByPhone can usually respond to technical inquiries within 60 minutes. However, this is largely dependent on the complexity and coordination of the response to the appropriate groups. The process to trigger an emergency support issue simply requires City staff to call the toll-free emergency support phone number or email sys911@paybyphone.com, providing the specific details of the issue. For driver support, PayByPhone uses Zendesk, the world's biggest cloud-based helpdesk solution, to track and manage drivers' support tickets. We also use Zendesk's advanced analytics and machine learning capabilities to continuously enhance our processes around user satisfaction and performance. Drives may contact our free telephone customer support in English, French, and Spanish, which is available 24/7. Drivers who are having difficulties with registration, starting parking or resolving account problems can get help right away by connecting to our toll-free number. 4.3.3 Describe software and services warranty coverage. Provide any available Service Level Agreement(s) (“SLA”) for the City’s consideration. PayByPhone provides an uptime service level guarantee surrounding all mission critical services. Uptime guarantees are exclusive of outages related to third-party suppliers, including, but not limited to, payment gateways, messaging suppliers, telephony suppliers, third-party revenue control, and enforcement handheld systems. A copy of PayByPhone's Service Level Agreement has been attached at Appendix 2. 256 USA - Canada - UK - France - Switzerland - Germany 68 T +1.866.783.7787 E sales@paybyphone.com W paybyphone.com Appendix 1 – Resumes TERESA TRUSSELL, CAPP, Sales Director, Midwest and Southern California Teresa has decades of parking industry experience. Prior to joining PayByPhone in 2019, Teresa served as Ohio University’s Parking Operations Supervisor for nearly 20 years where she earned her Certified Administrator of Public Parking (CAPP) certification through the International Parking & Mobility Institute (IPMI). Teresa served as an active IPMI CAPP board member through 2020, and actively serves on the Accessible Parking Coalition Advisory Council for IPMI. In her current role at PayByPhone, Teresa is responsible for sales and client relationship building within Ohio, Indiana, West Virginia, Pennsylvania, Michigan, and Southern California. Teresa leverages her operational background along with her extensive training in client service leadership to tap into her clients’ needs to ensure our services match their desired outcomes. Her personable and client-focused approach allows her to create long- lasting relationships that build trust and are the key to PayByPhone’s and the client’s success. PayByPhone Technologies Inc. Sales Director, Midwest and Southern California 2019 – Present ⚫ Create and manage sales opportunities. ⚫ Build and nurture prospective and client relationships. ⚫ Work with existing clients to create adoption growth campaign activities. ⚫ Perform on-site meetings and participate in on-site activities. Ohio University, Parking Operations Supervisor Parking Operations Supervisor 2000 – 2018 ⚫ Managed day-to-day parking operations. ⚫ Evalluated technology and planned/executed implementation process. ⚫ Developed routine communication lans for internal and external use. Ohio University Master of Social Science 2019 Ohio University Bachelor of Human and Consumer Sciences 2017 257 USA - Canada - UK - France - Switzerland - Germany 69 T +1.866.783.7787 E sales@paybyphone.com W paybyphone.com SHALINI DIAZ, Director, Client Success Shalini Diaz has been a noteworthy leader in the parking and mobility industry for over 20 years, bringing a vast degree of technical knowledge with her, along with a reputation for problem solving and account management. Her consultative approach inevitably builds long-term relationships with clients and develops trust and loyalty that leads to increasing development and expansion into emerging markets. Shalini is responsible for the strategic direction of the North American Client Success division, starting with the onboarding phase and carrying into post-implementation and account management. Holding a bachelor’s degree in Public Administration from Florida International University, Shalini is known for understanding clients' needs and providing innovative solutions that match their desired goals. PayByPhone Technologies Inc. Director, Client Success 2022 – Present ⚫ Establish, implement, and communicate the strategic direction of the Client Success North America division, starting with the onboarding phase and carrying into post- implementation and account management. ⚫ Lead a high performing Client Success team, delivering on client satisfaction, engagement, and retention and growth PayByPhone Technologies Inc. Director, Enterprise Sales 2019 – 2022 ⚫ Grew PayByPhone’s corporate presence in North America, and increased revenue by generating new sales leads, while working within existing client relationships. ⚫ Planned and managed projects, aligning business goals with technology solutions to drive process improvements. T2 Systems, Inc. Regional Sales Manager 2017 – 2019 ⚫ Collaborated with senior executives to establish and execute sales goal. ⚫ Developed and executed on sales strategies while building and nurturing relationships across territory. Florida International University Bachelor of Public Administration 2009 258 USA - Canada - UK - France - Switzerland - Germany 70 T +1.866.783.7787 E sales@paybyphone.com W paybyphone.com CARMEN DONNELL, CAPP, Managing Director, North America Carmen brings 15 years of parking, transportation, and mobility industry experience alongside a keen interest in relationship management. Carmen is a respected sales leader and an active participant in many industry organizations. As such, Carmen prides herself in viewing parking solutions from the client’s perspective. She has the knowledge and background to customize operations to serve any need. Recently promoted to managing director of North America for PayByPhone, Carmen is responsible for functional aspects and members of the Commercial team in the US and Canada. This includes Sales, RFP, Marketing, Implementation and Client Success groups. Working closely alongside the Chief Client Officer, Global, and other PayByPhone operative departments, Carmen’s top focus is to deliver results that are aligned with PayByPhone’s overall growth strategy and ensuring that the clients are happy, all while creating a team that promotes personal and professional growth and development. PayByPhone Technologies Inc. Vice President, Sales, North America Vice President Sales West, North America 2019 – 2022 ⚫ Provided mentoring, coaching, and industry experience to build sales directors’ knowledge and skill sets. ⚫ Led RFP production and content team. ⚫ Created and executed annual strategy and produced regular KPIs of progress towards company and team goals. PayByPhone Technologies Inc. Managing Director, North America 2022 – Present ⚫ Responsible for overall strategy and execution for North American Commerical team. ⚫ Report monthly KPIs on progress towards company and team goals to executive stakeholders. ⚫ Lead Sales, RFP, Marketing, Implementation, and Client Manamgement team members. T2 Systems Canada Inc. Regional Sales Manager and Team Lead 2008 – 2019 ⚫ Coached and mentored pay station regional sales managers. ⚫ Engaged in large opportunity strategy across company pay station portfolio and pipeline. ⚫ Managed a territory with 150+ existing accounts and responsible for all new logo acquisition. 259 USA - Canada - UK - France - Switzerland - Germany 71 T +1.866.783.7787 E sales@paybyphone.com W paybyphone.com JONNY COMBE, President and CEO Jonny is the President and CEO of PayByPhone with nearly two decades of experience in sales and service leadership within the automotive and technology sectors. As President and CEO, Jonny ensures PayByPhone shareholder maximization and the long-term success of the company by defining and executing effective strategies. PayByPhone Technologies Inc. President and CEO 2022 – Present ⚫ Support the Board of PayByPhone Technologies Inc. in developing a meaningful long- term vision and an effective strategy for the company. ⚫ Oversee all business activities in the areas of product development, commercial, and HR to ensure they produce results consistent with overall strategy. ⚫ Build strong relations with key partners and stakeholders and act as central point of contact for important shareholders. PayByPhone Limited CEO, Corporate 2022 – 2022 ⚫ Responsible for implementing effective strategies to accelerate the growth and development of PayByPhone’s global B2B business. ⚫ Led the global Business division to build a business line that would generate increased monthly recurring revenue. PayByPhone Limited Chief Executive Officer, UK 2018 – 2022 ⚫ Developed and implemented a new business strategy to ensure successful, rapid growth over a 36-month period. ⚫ Oversaw a complete restructure of the business including building a new management team and worked with leaders to develop a culture of high performance across the entire business. University of Stirling BA, Marketing 260 USA - Canada - UK - France - Switzerland - Germany 72 T +1.866.783.7787 E sales@paybyphone.com W paybyphone.com ANTHONY CASHEL, Interim Chief Client Officer Anthony Cashel is PayByPhone’s interim Chief Client Officer and brings more than 15 years’ experience in the automotive industry. He also sits on the British Parking Association’s Technology and Innovation Board. Anthony oversees the day-to-day commercial aspects of the business, safeguarding the company culture, leading, mentoring, and developing all staff in Europe and North America. Anthony will spearhead the development and execution of PayByPhone’s growth strategy in on- and off-street commercial parking and successfully expand into new markets that align with the company’s international growth strategies. PayByPhone Technologies Inc. Interim Chief Client Officer 2022 – Present ⚫ Responsible for the overall strategic direction of our Global City and Parking Operator business. ⚫ Reports monthly to the Management Board on progress of strategic goals. ⚫ Drives cross-functional synergies and best practice across all markets. PayByPhone UK Limited Managing Director, UK 2022 – 2022 ⚫ Developed the strategic direction for the UK business, including development and mentoring of the team. ⚫ Oversaw the development of the company culture and ensured alignment with our internal goals. ⚫ Developed best practice approaches to the utilization of data as part of our ongoing growth strategy. PayByPhone UK Limited Marketing & Operations Director, UK 2020 – 2022 ⚫ Oversaw the rebuilding of the UK Marketing and Operations team into a highly effective cross-functional team capable of seamlessly delivering multiple campaigns, projects, and client implementations. ⚫ Developed and launched the multi-award winning Meters for Trees environmental programme. ⚫ Responsible for the mangement of all PayByPhone marketing campaigns, including the successful Park with Pudsey and Green Christmas initiatives. Anthony holds a degree in Marketing from the University of Greenwich having graduated in 2003. He also holds a Green Belt in Six Sigma achieved in 2008. 261 USA - Canada - UK - France - Switzerland - Germany 73 T +1.866.783.7787 E sales@paybyphone.com W paybyphone.com JESSICA BRITTON, Director, Marketing, North America Jessica is responsible for the management of PayByPhone’s award-winning North America Marketing Communications and Global Product Marketing teams that work tirelessly and closely with each client to develop communication and adoption campaigns that fit each client’s unique needs. PayByPhone Technologies Inc. Director, Product Marketing, Global 2021-Present ⚫ Develops the overall go-to market strategy for PayByPhone products and services on a global and regional level. ⚫ Oversees and ensures the quality of the positioning and branding of PayByPhone’s products. PayByPhone Technologies Inc. Director, Marketing, North America 2020 – 2021 ⚫ Serve as a key and active member of the leadership operating team for North America. ⚫ Develop and maintain a North American marketing strategy to increase adoption, usage, and reactivation of users in all regions. ⚫ Work with the wider Consumer team and regional clients to design and execute innovative, data-driven B2C, B2B, and P2C marketing campaigns. PayByPhone Technologies, Inc. Senior Manager, B2B Marketing, North America 2019 – 2020 ⚫ Developed campaigns to build awareness, generate prospect engagement, and drive market positioning and user growth through relevent content for PR and B2B Events. Thompson Rivers University Bachelor of B. Comm Marketing 2018 Bachelor of Management Studies and Leadership 2017 British Columbia Institute of Technology Diploma of Marketing Management and Public Relations 2007 Photon Control, Inc. Director of Marketing. Global 2010 – 2018 ⚫ Spearheaded efforts to define an overall optimum product and technology portfolio strategy that drove the long-term growth of the organization 262 USA - Canada - UK - France - Switzerland - Germany 74 T +1.866.783.7787 E sales@paybyphone.com W paybyphone.com NIGEL CARROLL, Chief Technology Officer Nigel is a business-oriented, decisive technology leader who has been building ecommerce solutions since 2001. He built his global delivery track record leading teams through multiple U$50 million plus change portfolios during 20 years at HSBC, RBS, and IBM. Over the last 10 years he has held leadership roles in start-up and public sector organizations. He is a change agent with experience in strategy formation and execution, banking, digital channel enablement, and multi-site delivery. As PayByPhone’s chief technology officer, Nigel leads the global Development organization, focusing on product, people, and technology. PayByPhone Technologies Inc. Chief Technology Officer 2022 – Present ⚫ Lead PayByPhone’s global Development organization. ⚫ Responsible for the definition and execution of the tech strategy, day-to-day operations, and delivery of the business change. BCLDB - Canadian Provincial Government Chief Information Officer 2019 – 2022 ⚫ BCLDB is a multi billion dollar wholesale and retail company. Responsible for definition and execution of the digital strategy, day to day operations and delivery of the business change. With a CAD$70-million annual budget and 300 team members. SLC - UK Government Chief Technology Officer 2017 – 2019 ⚫ SLC is responsible for student loans in the UK. Responsible for definition and execution of the technology strategy, day to day operations and delivery of business change. With a £90-million annual budget and 700 team members. Enliven Financial Chief Technology Officer 2015 – 2016 ⚫ Enliven is a Consumer Finance FinTech. Responsible for establishing all digital capabilities through technology partners. MBA - Edinburgh Business School, UK Bachelor of Electrical Engineering - Warwick University, UK 263 USA - Canada - UK - France - Switzerland - Germany 75 T +1.866.783.7787 E sales@paybyphone.com W paybyphone.com Appendix 2 – Service Level Agreement Cooperation and Service Agreement This Cooperation and Service Agreement (the “Agreement”) is entered into as of ______________________ (the “Effective Date”) between PayByPhone US Inc., a provider of enhanced mobile commerce solutions, a Delaware corporation with its address at 48 Wall Street, Suite 1100, New York, New York 10005 (“PayByPhone”) and The City of Miami, a provider of parking services with its address at: [client address] (“Client”). Recitals The objective between PayByPhone and Client provided for in this Agreement is for PayByPhone to provide wireless applications to enhance the payment process for parking at parking facilities and metered parking stalls owned and/or managed by Client, described in more detail in Appendix A (each address listed is a “Parking Location”). PayByPhone mobile commerce solutions will also provide Client with a management information system, including real-time operation and transaction reports. Agreement Section 1 The PayByPhone Mobile Payment Platform And Applications 1.1 PayByPhone Mobile Payment Application PayByPhone agrees to roll out the PayByPhone mobile payment service for use at Client’s managed and owned parking facilities as agreed upon by PayByPhone and Client, to allow for consumers to pay for the use of Client’s parking facilities through personal wireless devices (e.g., cellular telephones) or other wireless systems. QR code access to the payment service is not included. 1.2 PayByPhone Management Information System PayByPhone will operate and manage a software application for Client that will provide near real time information and management reports on the transactions conducted utilizing the PayByPhone mobile payment service (the “Portal”). PayByPhone will host the Portal on its network. Client will access the Portal through a browser-based program installed on Client’s computer hardware. 1.3 Computer, Networking and Telecommunication Systems PayByPhone will own or possess, and will operate and maintain, all computer and networking hardware and software and data required to operate the PayByPhone mobile payment services service as contemplated in this Agreement, other than Client’s existing computer and telecommunications systems. 1.4 Mobile Payment Service Enforcement Client agrees to supply Wireless Devices to employees in the field to provide real time confirmation of validly parked vehicles. 264 USA - Canada - UK - France - Switzerland - Germany 76 T +1.866.783.7787 E sales@paybyphone.com W paybyphone.com 1.5 Reports PayByPhone will provide Client with a set of standard self-serve reports in the Portal. Any changes or customizations to the standard set of reports will be subject to PayByPhone’s prior approval and then-current PayByPhone professional services fees. See https://www.paybyphone.com/pdf/us/pbp_professionalservicessamplerates.pdf for sample rates. [OPTIONAL, ADD-ON PRODUCTS—items not selected would be removed] 1.6 PayByPhone Interactive Voice Response PayByPhone will provide the PayByPhone interactive voice response solution (“IVR”) for use at Client’s managed and/or owned parking facilities, as agreed upon by PayByPhone and Client, to allow for consumers to call and pay for the use of the Parking Location by calling the applicable service number displayed on the parking sign, parking meter, and/or pay station. Client is responsible for paying all Transaction Fees, as outlined in Appendix A, for each Transaction made through IVR. 1.7 PayByPhone Rights & Rates PayByPhone will provide Client with the PayByPhone Rights & Rates service (“Rights & Rates”) to allow Client to control eligibility to park at Client parking facilities and to assign special parking rules and prices to select segments of drivers. In this Agreement, a “Right” is the entitlement to start a parking session at a Parking Location and/or qualify for a specific rate/restriction. Client is responsible for paying the Rights & Rates implementation and subscription fees, as outlined in Appendix A, for the number of Client parking spaces as agreed upon between PayByPhone and Client. 1.8 Use of QR Code At Client’s request, as part of the PayByPhone mobile payment service, PayByPhone will provide to Client, and include on the relevant signage at Client’s parking facilities or in marketing materials, QR codes which will allow consumers to access the PayByPhone mobile payment service through QR code scanning, at no additional cost. Client acknowledges that inclusion of QR codes in the payment service is associated with a material risk of fraudulent activity by third parties who may manually replace QR codes on Client signage with their own codes and redirect the consumers to their sites for payment, resulting in losses to Client, PayByPhone and consumers. Client releases PayByPhone from any liability for any claims, actions or losses resulting from or associated with such fraudulent activity at Client’s parking facilities and, to the extent permitted by law, agrees to indemnify PayByPhone against any and all third party claims, actions, losses resulting from or arising out of such fraudulent activity, as set out in section 8.2 of this Agreement. Client will reimburse PayByPhone for the cost of removing fraudulent QR signage from Client’s parking facilities and for the costs of customer support and call centre fees associated with calls related to fraudulent signage at Client’s parking spaces. PayByPhone will provide evidence supporting determination of the costs, but PayByPhone’s calculations will be conclusive of the same. PayByPhone reserves the right to discontinue the support for the QR code feature with 10 day written notice to Client if the fraudulent activity at Client’s parking facilities persists for longer than 6 weeks. 1.9 PayByPhone Validations Portal Subject to the terms and conditions of this Agreement, PayByPhone will provide Client a parking validation subscription service, which allows Client to access a web-based parking validation and 265 USA - Canada - UK - France - Switzerland - Germany 77 T +1.866.783.7787 E sales@paybyphone.com W paybyphone.com complimentary parking management portal to enter and manage license plate information to validate consumer parking sessions (the “Validations Portal”). Client is responsible for paying all Validations Portal fees, as set out in Appendix A, for the Parking Location(s), as agreed upon between PayByPhone and Client. Notwithstanding anything contrary to this Agreement, Client may not terminate its subscription to the Validations Portal for any reason for six months from the date the Validations Portal is set up for Client. Client shall not: (a) reverse engineer, decompile, dissemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, know-how or algorithms relevant to the Validations Portal; (b) create derivative works based on the Validations Portal; or (c) encourage or assist any third party to do the foregoing. Section 2 Fees and Payments 2.1 Pricing and Payment Client agrees to pay the fees, as outlined in Appendix A. All amounts payable hereunder are exclusive of any and all taxes, including taxes applicable on fees paid by the consumer, and Client is responsible for payment of such taxes. All prices are stated, and Client shall pay, in US dollars. Payment is due within 30 days of invoicing. PayByPhone may, acting reasonably, increase any fees outlined in Appendix A, not more often than once in a calendar year, to adjust for inflation and any increase in the cost of PayByPhone providing the services to Client. 2.2 Merchant Account Merchant account refers to Client’s merchant account set up with Client’s acquiring bank. PayByPhone will cover the cost of linking one (1) Client merchant account with PayByPhone’s gateway provider. Client agrees to cover the cost of merchant account updates including all third party fees and then-current PayByPhone professional services fees. See https://www.paybyphone.com/pdf/us/pbp_professionalservicessamplerates.pdf for sample rates. 2.2 Transaction Testing PayByPhone reserves the right to execute test transactions from time to time to ensure top performance of the system and account. PayByPhone may execute up to ten test transactions per month without adjusting the Client invoice. 2.4 Third Party Integration In the event that system changes (such as upgrades) by a third party impact the PayByPhone integration with Client sub-systems such as enforcement, Client agrees to pay for all PayByPhone development costs required to maintain such integration. PayByPhone will notify Client, in advance, of any such integration costs that could be added. Section 3 Exclusivity Client agrees that PayByPhone will be the sole and exclusive provider of all mobile payment service applications (using whatsoever technology) for Client, including, but not limited to, all wireless payment applications employing wireless devices to pay for parking at the specific Client parking lots where PayByPhone is deployed pursuant to this Agreement during the term of this Agreement. [if not exclusive above is replaced with]: The parties expressly acknowledge that Client currently engages, and/or may in the future, at its option, add, other providers of mobile parking payment applications (“Third Party Providers”), through contracts for the same parking facilities and metered stalls covered by this Agreement.] 266 USA - Canada - UK - France - Switzerland - Germany 78 T +1.866.783.7787 E sales@paybyphone.com W paybyphone.com Section 4 Marketing, Promotion and User Education 4.1 Signage 4.1.1 Client agrees to provide adequate space for and permit placement of PayByPhone signage at each parking facility at which the PayByPhone mobile payment service is to be available. Specific placement of the signage is to be mutually agreed by PayByPhone and Client acting reasonably. PayByPhone will provide the first round of signage (excluding installation) for each Initial Parking Location and any Additional Parking Location implementing PayByPhone as mobile payment service provider at its own cost. The first round of signage includes: a) Standard signage template listing PayByPhone as the sole provider of the mobile payment service and, if requested by Client, incorporating, alongside logos, fonts, colours and design of PayByPhone, logos, fonts, colours and design of Client. b) The maximum size of any signage will be [include size]; the maximum size of any decal will be [include size]. c) The number of signs included for a Parking Location will be determined by the number of parking spots at the Parking Location divided by 20, plus one sign or decal per pay station and one decal per meter at the Parking Location. All additional and replacement signage is at Client’s cost. Client agrees to either use PayByPhone’s standard signage template or ensure that its non-standard signage complies with all PayByPhone’s marketing and branding guidelines (available on request). Client shall not modify PayByPhone’s logos, fonts, colours, design, and other brand/marketing related items without PayByPhone’s prior written consent and approval. In the event Client requests that PayByPhone produce non-standard signage for Client, such customization work will be subject to PayByPhone’s prior approval and then-current PayByPhone professional services fees. See https://www.paybyphone.com/pdf/us/pbp_professionalservicessamplerates.pdf for sample fees. Client will be responsible for installation of all decals and signs at the Parking Locations, including the first round of signage. [In the event Client wants, in addition to PayByPhone standard signage paragraph, an option to install multi-vendor signage and is looking for PayByPhone to pay part of cost, use this in combination with the standard paragraphs:] If instead of PayByPhone’s standard signage template, Client chooses to install signage that includes reference to both PayByPhone and the Third Party Providers, PayByPhone will bear a share of the reasonable cost of the first round of signage, in proportion to the total number of providers listed on the signage. For greater clarity, if at the time of signage placement, only PayByPhone and one Third Party Provider are listed, PayByPhone will bear 50% of the signage cost. All subsequent rounds of signage reflecting addition of Third Party Providers are at Client’s expense and Client, working with Third Party Providers, will provide all decals and signs required for implementation. 4.2 Marketing Events PayByPhone may conduct on-site marketing events and campaigns for its service, whereby PayByPhone will inform parking lot consumers of the availability of the PayByPhone mobile 267 USA - Canada - UK - France - Switzerland - Germany 79 T +1.866.783.7787 E sales@paybyphone.com W paybyphone.com payment services as well as any promotions available, with the knowledge and approval of Client which is not to be unreasonably withheld. 4.3 Client Training PayByPhone will provide initial training to Client using a “Train the Trainer” (the “Client Trainer”) model on the self-served PayByPhone Service Management Interface (SMI). The said Client Trainer will, at its own expense, train its staff and employees, including patrollers, to operate the mobile payment services and related applications and technology. Additional training sessions are available at the then current professional services rates. See https://www.paybyphone.com/pdf/us/pbp_professionalservicessamplerates.pdf for sample rates. Section 5 Intellectual Property 5.1 Intellectual Property Rights 5.1.1 The parties acknowledge and agree that any trademarks, patents, trade names, logos, trade dress, domain names, copyrights or licenses therein, or other enforceable intellectual property rights and whether in hard or electronic copy (collectively “Intellectual Property”) belonging to the other party, given to them under this Agreement is and shall remain the property of that party for the duration of the Term of this Agreement. 5.1.2 Except as expressly stated, nothing in this Agreement shall be deemed or interpreted to convey, transfer or assign any Intellectual Property rights to the other party. 5.1.3 Each party reserves the right to approve in advance the use of its Intellectual Property by the other party in each and every instance. 5.1.4 Upon termination of this Agreement for any reason the parties will use reasonable endeavours to ensure that all such Intellectual Property and material are removed from display and/or destroyed at the request of the other party save where such Intellectual Property is held by the parties in compliance with any statutory obligations and/or the maintenance of proper records. 5.1.5 The parties undertake that they have all necessary permissions, licenses and rights to use the Intellectual Property of third parties for the purposes of this Agreement. 5.1.6 To the extent permitted by law, each party shall indemnify (for the purposes of this clause, the “Indemnifying Party”) the other (for the purposes of this clause the “Indemnified Party”) against all actions, claims, proceedings, costs and expenses (including reasonable legal fees) arising from any actual infringement of Intellectual Property rights of whatever nature insofar as these relate to the Intellectual Property rights developed and owned by the Indemnifying Party or licensed to the Indemnified Party which claims, actions or proceedings arise as a result of the Indemnified Party’s use of any of the Services, except that the indemnity shall not apply to any actions, claims or proceedings which are attributable to any breach of contract or negligent act or omission on the part of the Indemnified Party or where such actions, claims or proceedings relate to any developments of the services carried out by or at the request of the Indemnified Party except where the Indemnifying Party knew or ought to have known that such development of the services requested by the Indemnified Party would result in an infringement of Intellectual Property rights. 268 USA - Canada - UK - France - Switzerland - Germany 80 T +1.866.783.7787 E sales@paybyphone.com W paybyphone.com 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 269 USA - Canada - UK - France - Switzerland - Germany 81 T +1.866.783.7787 E sales@paybyphone.com W paybyphone.com requirements. Each party is responsible to the PayByPhone service users and other third parties for its respective use, sharing and processing of Transaction Data, whether it performs such use, sharing and processing directly or through third parties. Each party acts as a “data controller” with respect to Transaction Data for the purposes any privacy legislation that uses that concept and is applicable to the party’s activities. Each party agrees to provide such assistance as is reasonably required to enable the other party to comply with the applicable data protection laws. 5.3.3 Any information about or with respect to PayByPhone service users that is not related to parking sessions at the Parking Locations, including without limitation, information provided by users upon registration for a PayByPhone account and data about the user’s activity in the PayByPhone account or the PayByPhone applications (“User Profile Data”) shall be exclusively owned by PayByPhone. PayByPhone shall retain exclusive ownership of all rights in any derivative data it develops based on Transaction Data and User Profile Data. 5.4 PayByPhone’s Services to Customers The parties acknowledge that PayByPhone service users hold the PayByPhone account under terms of service established by PayByPhone. Under these terms of service, PayByPhone may offer users an option to receive service communications by SMS text (“SMS Communications”), including reminders to extend a Parking Session and confirmations of successful registration for a Parking Session. Client agrees that, at any time during the Term, PayByPhone may charge any users who opt into these services a fee for each SMS Communication sent by PayByPhone with respect to a Parking Session (“SMS Fee”) and may set the amount of the SMS Fee with reference to the cost PayByPhone incurs in delivering this optional service. At the time of entering into this Agreement, the SMS Fee is equal to $0.15, inclusive of taxes payable by the user. PayByPhone will provide Client with 30 day written notice of an increase in the amount of the SMS Fee. PayByPhone shall be responsible for any taxes applicable to the SMS Fees. PayByPhone records will be conclusive evidence with respect to the amount of SMS Fees collected during a billing period. The SMS Fees will be added to the total charged to the user in respect of a Parking Session. For the purposes of this section 5.4, PayByPhone and Client agree to designate Client as the merchant of record for any SMS Fees only. Client will collect PayByPhone’s SMS Fees and remit to PayByPhone. Remittance will be made via electronic payment or cheque and may be included in the amount that also includes fees payable by Client to PayByPhone under this Agreement. Section 6 Term and Termination 6.1 Term and Renewal 6.1.1 This Agreement shall enter into force on the Effective Date and shall remain in force and effect for a period of three consecutive years (the “Initial Term”) from the date that the first end user Transaction is made through the PayByPhone mobile payment service unless earlier terminated in accordance with this Section 6. PayByPhone records will be conclusive evidence of the date of the first end user Transaction for the purposes of this section. 6.1.2 Upon the termination of the Initial Term, the Agreement will automatically renew for one (1) or more additional terms of one (1) year each (each a “Renewal Term”), unless either party gives the other party at least ninety (90) days prior written notice of its intent to not renew the Agreement before the end of the then-current Term. The Initial Term and all Renewal Terms, if any, shall collectively be referred to as the “Term”. 270 USA - Canada - UK - France - Switzerland - Germany 82 T +1.866.783.7787 E sales@paybyphone.com W paybyphone.com 6.2 Termination Should a party breach a material term and such breach remains uncorrected for thirty (30) days after receipt of a notice by the breaching party, the non-breaching party may, in addition to all other remedies available at law, terminate this Agreement by providing written notice to the breaching party, without further obligation provided, however, that if the nature of the breach is such that it cannot be reasonably cured within such thirty (30) day period, the breaching party will not be deemed in default of this Agreement so long as such party commences efforts to effect a cure and is diligently pursuing such efforts. Provided, further, that if the breach is as a result of the non-payment of any fee, the non-breaching party may terminate this Agreement if such breach remains uncorrected for ten (10) days after the breaching party's receipt of notice of such breach. Section 7 Representations and Warranties 7.1 Mutual Representations and Warranties Each party represents and warrants to the other that: i) it has the full corporate right and authority, and possesses all licenses, permits, authorizations and rights to intellectual property, necessary to enter into and perform this Agreement; ii) its entry into and performance of this Agreement do not and will not conflict with or result in a breach or violation of any agreement or order by which it is bound; and this Agreement constitutes its legal, valid and binding obligations enforceable against it in accordance with the terms of this Agreement. Section 8 Disclaimer, Indemnification and Limitation of Liability 8.1 Disclaimer Except as expressly set forth in this agreement, PayByPhone does not make, and hereby specifically disclaims, any representations or warranties, express or implied, regarding the PayByPhone mobile payment services, including any implied warranties of title, merchantability, fitness for a particular purpose or non-infringement. Client acknowledges that the PayByPhone mobile payment services and services furnished by PayByPhone under this agreement (including, without limitation, any servers or other hardware, software, applications and any other items used or provided by PayByPhone or any third parties in connection with providing access to or hosting any of the foregoing or the performance of any services by PayByPhone under this agreement) are provided by PayByPhone “as is”. 8.2 Indemnification To the extent permitted by law and subject to Section 8.3, each party (the “Indemnifying Party”) will defend, indemnify and hold harmless the other party (the “Indemnified Party”) from and against any and all third party claims, actions, losses (collectively, “Losses”) resulting from or arising out of the Indemnifying Party’s breach of any representation, warranty or other obligation set forth in this Agreement. The Indemnified Party shall not be entitled to be so indemnified unless it has given the Indemnifying Party prompt written notice of any Losses, afforded the Indemnifying Party the opportunity to assume sole control over the defence and settlement, if applicable, of the Losses, and provided the Indemnifying Party (at the Indemnifying Party’s expense) all relevant information, assistance and authority to enable the Indemnifying Party to perform its obligations hereunder. The Indemnifying Party shall not settle any Losses without the Indemnified Party’s written consent, which shall not be unreasonably withheld. 271 USA - Canada - UK - France - Switzerland - Germany 83 T +1.866.783.7787 E sales@paybyphone.com W paybyphone.com 8.3 Limitation of Liability In no event shall any party be liable for consequential, special, indirect or incidental damages, including but not limited to any damages resulting from loss of use or profits arising out of or in connection with this agreement, whether in an action based on contract, tort (including negligence) or any other legal theory, even if the party has been advised of the possibility of such damages. 8.4 Parking Rates Client will be given access to parking rate data in order to confirm the parking rates at each Parking Location via the Portal. PayByPhone will make every attempt at ensuring the rates are configured correctly; upon completion of each Parking Location setup, it is the Client’s responsibility to ensure all rates are configured correctly. Failing to do so shall exclude PayByPhone from any liability. Client shall implement any parking rate changes via the Portal following the Parking Location setup. In the event Client requests that PayByPhone configure the parking rate changes after the Parking Location setup, Client shall provide PayByPhone with sufficient notice of the rate changes and such work will be subject to PayByPhone’s prior approval and then-current PayByPhone professional services fees. See https://www.paybyphone.com/pdf/us/pbp_professionalservicessamplerates.pdf for sample fees. Section 9 Confidentiality Neither party will disclose the other party’s or its affiliates’ confidential or proprietary information, including Transaction Data and User Profile Data (“Confidential Information”) (including the terms of this Agreement and any information provided by the other party that is confidentially maintained or proprietary or which derives value from not being generally known to persons who can obtain economic value from its disclosure or use or that a reasonable person would consider confidential, given the context) except: I. with the other party’s consent; II. to employees, agents and contractors who have a need to know in the discharge of their duties and who are subject to a contractual obligation to keep such information confidential that is at least as restrictive as this Agreement; or III. when required to do so by law or by any binding rule, order or request. For purposes of this Section 9, the parties agree that confidential or proprietary information does not include any information that is: I. already known to the receiving party at the time of disclosure hereunder (other than from the other party or its affiliates) as demonstrated by its written records; II. now or hereafter becomes publicly known other than through acts or omissions of the receiving party, or anyone to whom the receiving party disclosed such information; III. disclosed to the receiving party, by a third party, under no obligation of confidentiality to the disclosing party or any other party; or IV. independently developed by the receiving party without reliance on the confidential information of the disclosing party as shown by its written records. Each party shall exercise reasonable commercial care in protecting the confidentiality of the other party’s confidential information disclosed to it. The parties agree that an actual or threatened breach of this provision would result in irreparable harm to the party whose confidential information would be disclosed in breach, and shall entitle that party to temporary or permanent injunctive relief without proof of actual damages. Section 10 Miscellaneous 272 USA - Canada - UK - France - Switzerland - Germany 84 T +1.866.783.7787 E sales@paybyphone.com W paybyphone.com 10.1 Assignment This Agreement shall be binding on the parties, their successors and their permitted assigns. PayByPhone may assign its rights or obligations under this Agreement without Client consent. Amendment All amendments to this Agreement shall be in writing. In the event Client wishes to add new Parking Locations in addition to the Initial Parking Locations (the “Additional Parking Locations”) or to add parking spaces to an existing Parking Location, the amendment will be effective against both parties if it is in the form of email between implementation personnel of the parties and, effective the date of such email, the Appendix A will be read to include these Additional Parking Locations or parking spaces. 10.2 Survival The confidentiality, intellectual property and indemnification obligations in this Agreement and any other terms that by reasonable implication contemplate continued performance, shall survive the expiry or termination of this Agreement. 10.3 No Agency Each party, in all matters relating to this Agreement, will act as an independent contractor and independent employers. Except as otherwise expressly set forth herein, neither party will have authority and will not represent that it has any authority to assume or create any obligation, express or implied, on behalf of the other, or to represent the other as an agent, employee or in any other capacity. Except as otherwise expressly set forth herein, nothing in this Agreement shall be construed to have established any agency, joint venture or partnership between the parties. Neither party shall make any warranties or representations on behalf of the other party. 10.4 Governing Law This Agreement, and all matters relating hereto, shall be governed in all respects by the laws of the State of Delaware, excluding the application of any conflict of laws principles and/or rules. The parties hereby agree that all disputes arising out of this Agreement shall be subject to the exclusive jurisdiction of and venue in the competent courts located in State of Delaware, and consent to the personal and exclusive jurisdiction and venue of these courts. 10.5 Severability In the event that any provision of this Agreement shall be unenforceable or invalid under any applicable law or be so held by applicable court decision, such unenforceability or invalidity shall not render this Agreement unenforceable or invalid as a whole, and, in such event, such provision shall be changed and interpreted so as to best accomplish the objectives of such unenforceable or invalid provision within the limits of applicable law or applicable court decisions. 10.6 Attorney’s Fees In any legal proceeding between the parties, the prevailing party shall be entitled to recover reasonable attorney’s fees and expenses. 10.7 Force Majeure If performance hereunder is prevented, restricted or interfered with by any act or condition whatsoever beyond the reasonable control of a party, the party so affected, upon giving prompt notice to the other party, shall be excused from such performance to the extent of such prevention, restriction or interference. 273 USA - Canada - UK - France - Switzerland - Germany 85 T +1.866.783.7787 E sales@paybyphone.com W paybyphone.com 10.8 Entire Agreement This Agreement, together with the Appendix attached to it, constitutes the entire agreement between the parties with respect to the subject matter hereof. This Agreement supersedes, and the terms of this Agreement govern, any prior agreements with respect to the subject matter hereof. This Agreement may not be modified, amended or any provision waived except by the parties' mutual written agreement. 10.9 No Waiver Failure by either party to enforce any provision of this Agreement (whether in any one or more instance) shall not be deemed a waiver of future enforcement of that or any other provision. 10.10 Notice Any notices provided hereunder shall be given at the address of the recipient specified below or at such other address as specified in writing. Any notice or other communication required to be given hereunder by either party shall be deemed duly given (a) when personally delivered to the other party, or (b) on the date of receipt when such notice was mailed by certified mail, postage prepaid and return receipt requested, addressed to the other party at the address set forth above, or such other address as either party may designate by giving written notice to the other; or (c) on the date of receipt when such notice was sent by facsimile or e-mail to the other party; provided the sending party receives a written or electronic notice of receipt from the other party of the facsimile or e-mail. 10.11 Counterparts This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which shall be taken together and deemed to be one instrument. The parties further agree that a signature transmitted via facsimile shall be deemed original for all purposes hereunder. 10.12 Captions The captions used in this Agreement are for convenience only and shall not affect in any way the meaning or interpretation of the provision set forth herein. 10.13 Agreement Approval Each party hereby represents and warrants that all necessary corporate and/or governmental approvals for this Agreement have been obtained, and the person whose signature appears below has the authority necessary to execute this Agreement on behalf of the party indicated. 10.14 Sophistication of Parties Each party to this Agreement represents that it is a sophisticated commercial party capable of understanding all of the terms of this Agreement, that it has had an opport unity to review this Agreement with its counsel, and that it enters this Agreement with full knowledge of the terms of the agreement. 10.15 Client’s Conduct of Business Through Affiliates The parties acknowledge that Client may carry out its business through affiliates. Client agrees to cause its affiliates to take such actions and to execute such documents as may be reasonably required to give effect to this Agreement as though references to Client in this Agreement were references to Client and those of its affiliates through which it carries on the business of owning and operating parking facilities. 274 USA - Canada - UK - France - Switzerland - Germany 86 T +1.866.783.7787 E sales@paybyphone.com W paybyphone.com 10.17 PCI-DSS: Payment Card Industry Data Security Standard PayByPhone is responsible for the security of cardholder data which PayByPhone possesses or otherwise stores, processes, or transmits on behalf of the Client. PayByPhone abides by the rules and regulations set forth in the PCI-DSS. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives. The City of Miami PayByPhone US Inc. Signature: ______________________ Signature: ______________________ Name: _________________________ Name: _________________________ Title: __________________________ Title: __________________________ Notice Address: [client address as above] Notice Address: c/o PayByPhone Technologies Inc. 600-1290 Homer Street 6th Floor Vancouver, BC V6B 2Y5 Canada With a copy to: legal@paybyphone.com 275 USA - Canada - UK - France - Switzerland - Germany 87 T +1.866.783.7787 E sales@paybyphone.com W paybyphone.com APPENDIX A Parking facilities and metered parking stalls: Parking facility located at [address] including [number] of parking spaces. Parking facility located at [address] including [number] of parking spaces. Pricing has been removed from this section due to the RFQ requesting that pricing not be submitted with this bid. 276 USA - Canada - UK - France - Switzerland - Germany 88 T +1.866.783.7787 E sales@paybyphone.com W paybyphone.com Appendix 3 – Conditions of Terms Please see below our proposed variations to the Conditions of Terms Provision Explanation of suggested changes Substitute Language RFQ Agreement, A2. Special Conditions, 2. Option to Renew Option to Renew After the 5-year Term, The City will have the option to extend for two (2) additional two-year periods at the City’s sole discretion. The successful contractor shall maintain, for the entirety of any renewal period, the same revenue share, terms, and conditions included within the originally awarded contract. PayByPhone suggests adding language that allows for PayByPhone to increase any fees to adjust for inflation and any increase in the cost of PayByPhone providing the services to the City. The City, through its City Manager, will have the option to extend for two (2) additional two-year periods at the City’s sole discretion. The City, with the prior written consent of the successful contractor, shall receive, 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, is a City prerogative, and not a right of the successful contractor. The successful contractor may, acting reasonably, increase any fees, not more often than once in a calendar year, to adjust for inflation and any increase in the cost of providing the services to the City. Formal Solicitations – Terms and Conditions s.3 Assignment Contractor restricted from delegating obligations or duties without prior written consent of the City. As some duties are likely to be handled by PayByPhone US Inc.’s parent company, PayByPhone Technologies Inc., we recommend adding language to accommodate the parent company. With the exception of assignment to a parent company, no contract shall be assigned, transferred, conveyed, sublet or otherwise disposed, including any or all right, title or interest therein, or power to execute such contract, to any person, company or corporation, without the prior written consent of the City. Formal Solicitations – Terms and Conditions s.34 Patents and Royalties PayByPhone shall indemnify and save harmless the City of Miami Beach, Florida from liability of any nature or kind, including cost and expenses for, or on account of, any copyrighted, patented, or unpatented invention, process, or article manufactured or The City and Bidders shall indemnify, defend and save harmless the other party and its officers, employees, contractors, and/or agents, from liability, including cost and expenses for, or on account of, any copyrighted, patented, or unpatented invention, process, or article manufactured or used in the performance of the contract, including its use by the City of 277 USA - Canada - UK - France - Switzerland - Germany 89 T +1.866.783.7787 E sales@paybyphone.com W paybyphone.com used in the performance of the contract, including its use by the City of Miami Beach, Florida. PayByPhone suggests modifying this language to have the provisions made reciprocal to the benefit of both the City and PayByPhone. Miami Beach, Florida. If the Bidders use any design, device or materials covered by letters, patent, or copyright, it is mutually understood and agreed, without exception, that the Bid prices shall include all royalties or cost arising from the use of such design, device, or materials in any way involved in the work. Formal Solicitations – Terms and Conditions s.41 Termination for Default If PayByPhone shall “fail to fulfill in a timely manner, or otherwise violate, any of the covenants, agreements, or stipulations material to the Bid and/or the contract entered into with the City pursuant thereto, the City shall thereupon have the right to terminate the work and/or services.” The City may, at its discretion, provide reasonable “cure period” for any contractual violation prior to termination of the contract. PayByPhone recommends modifying this language to include a standard 30-day “cure period” consistent with PayByPhone’s standard provisions in our Service Agreement. If the successful Bidders shall fail to fulfill in a timely manner, or otherwise violate, any of the covenants, agreements, or stipulations material to the Bid and/or the contract entered into with the City pursuant thereto, the City shall thereupon have the right to terminate the work and/or services then remaining to be performed by giving written notice to the Bidders of such termination, which shall become effective upon receipt by the Bidders of the written termination notice. In that event, the City shall compensate the successful Bidders in accordance with the term of the contract for all work and/or services satisfactorily performed by the Bidders prior to termination, net of any costs incurred by the City as a consequence of the default. Notwithstanding the above, the successful Bidders shall not be relieved of liability to the City for damages sustained by the City by virtue of any breach of the contract by the Bidders, and the City may reasonably withhold payments to the successful Bidders for the purposes of set off until such time as the exact amount of damages due the City from the successful Bidders is determined. The City will provide a thirty (30) day “cure period” for any contractual violation prior to termination of the 278 USA - Canada - UK - France - Switzerland - Germany 90 T +1.866.783.7787 E sales@paybyphone.com W paybyphone.com contract; should the successful Bidders fail to take the corrective action specified in the City’s notice of default within the allotted cure period, then the City may proceed to terminate the contract for cause in accordance with this subsection 1.57. Missing from Formal Solicitations -Terms and Conditions Confidentiality Provision: No Confidentiality provisions are provided in the agreement. PayByPhone proposes adding this language to the Formal Solicitations -Terms and Conditions. Neither the Bidders or the City will disclose the other party’s or its affiliates’ confidential or proprietary information, including Transaction Data and User Profile Data (including the terms of this Agreement and any information provided by the other party that is confidentially maintained or proprietary or which derives value from not being generally known to persons who can obtain economic value from its disclosure or use or that a reasonable person would consider confidential, given the context) except: (i) with the other party’s consent; (ii) to employees, agents and contractors who have a need to know in the discharge of their duties and who are subject to a contractual obligation to keep such information confidential that is at least as restrictive as this Agreement; or (iii) when required to do so by law or by any binding rule, order or request. For purposes of this Section, the Bidders and the City agree that confidential or proprietary information does not include any information that is: (i) already known to the receiving party at the time of disclosure hereunder (other than from the other party or its affiliates) as demonstrated by its written records; (ii) now or hereafter becomes publicly known other than through acts or omissions of the receiving party, or anyone to whom the receiving party disclosed such information; (iii) disclosed to the receiving party, by a third party, under no obligation of confidentiality to the disclosing party or any other party; or 279 USA - Canada - UK - France - Switzerland - Germany 91 T +1.866.783.7787 E sales@paybyphone.com W paybyphone.com (iv) independently developed by the receiving party without reliance on the confidential information of the disclosing party as shown by its written records. Each party shall exercise reasonable commercial care in protecting the confidentiality of the other party’s confidential information disclosed to it. The parties agree that an actual or threatened breach of this provision would result in irreparable harm to the party whose confidential information would be disclosed in breach and shall entitle that party to temporary or permanent injunctive relief without proof of actual damages. Missing from Formal Solicitations -Terms and Conditions Intellectual Property (IP) Current IP provisions in the agreement do not adequately protect PayByPhone. PayByPhone proposes adding this language to the Formal Solicitations -Terms and Conditions. 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. Except as expressly stated, nothing in this Agreement shall be deemed or interpreted to convey, transfer or assign any Intellectual Property rights to the other party. Each party reserves the right to approve in advance the use of its Intellectual Property by the other party in each and every instance. Upon termination of this Agreement for any reason the parties will use reasonable endeavours to ensure that all such Intellectual Property and material are removed from display and/or destroyed at the request of the other party save where such 280 USA - Canada - UK - France - Switzerland - Germany 92 T +1.866.783.7787 E sales@paybyphone.com W paybyphone.com Intellectual Property is held by the parties in compliance with any statutory obligations and/or the maintenance of proper records. The parties undertake that they have all necessary permissions, licenses and rights to use the Intellectual Property of third parties for the purposes of this Agreement. To the extent permitted by law, each party shall indemnify (for the purposes of this clause, the “Indemnifying Party”) the other (for the purposes of this clause the “Indemnified Party”) against all actions, claims, proceedings, costs and expenses (including reasonable legal fees) arising from any actual infringement of Intellectual Property rights of whatever nature insofar as these relate to the Intellectual Property rights developed and owned by the Indemnifying Party or licensed to the Indemnified Party which claims, actions or proceedings arise as a result of the Indemnified Party’s use of any of the Services, except that the indemnity shall not apply to any actions, claims or proceedings which are attributable to any breach of contract or negligent act or omission on the part of the Indemnified Party or where such actions, claims or proceedings relate to any developments of the services carried out by or at the request of the Indemnified Party except where the Indemnifying Party knew or ought to have known that such development of the services requested by the Indemnified Party would result in an infringement of Intellectual Property rights. Missing from Formal Ownership of Use of Data. Client Information 281 USA - Canada - UK - France - Switzerland - Germany 93 T +1.866.783.7787 E sales@paybyphone.com W paybyphone.com Solicitations -Terms and Conditions No Data definitions or provisions are provided in the agreement. PayByPhone proposes adding this language to the Formal Solicitations -Terms and Conditions. “Client Data” means all data provided directly by the City to the Bidders in relation to this Agreement, including the City’s parking rates, the City’s identifiers for Parking Locations and parking stalls, merchant account information, enforcement equipment and practices, and parking policies. During the term of this Agreement and for such time after as not expressly prohibited, the Bidders may obtain, store and use such Client Data for any purpose, including without limitation providing and improving services under this Agreement, so long as it complies with applicable data protection laws, contractual obligations and any other applicable requirements with respect to the Client Data. The Bidders shall retain exclusive ownership of all rights in any derivative data it develops based on Client Data. Following termination of this Agreement, the Bidders will, at the City’s written request, return to the City or destroy all Client Data and copies thereof. Notwithstanding the foregoing, the Bidders shall be permitted to retain such copies of, or any computer records or files containing, the City’s Data: (a) that has been archived by the Bidder’s automatic electronic archiving and back-up procedures, to the extent created and retained in a manner consistent with the Bidder’s standard archiving and back-up procedures; and (b) to the extent required by applicable law. Customer Information The parties will share information and data directly relating to drivers’ parking sessions through the Bidder’s service at the Parking Locations (“Parking Sessions”) and as may be required by the City for parking enforcement, fines, and proceedings (“Transaction Data”). 282 USA - Canada - UK - France - Switzerland - Germany 94 T +1.866.783.7787 E sales@paybyphone.com W paybyphone.com Transaction Data may include vehicle license plate, parking session date, time, duration, zone number and amount paid, details of parking fines/violation notices, and parking session details obtained through customer service centre, and does not include User Profile Data (defined below). In using, sharing, or otherwise processing Transaction Data, the Bidders and the City must comply with applicable data protection laws, contractual obligations and any other applicable requirements. Each party is responsible to the Bidder’s service users and other third parties for its respective use, sharing and processing of Transaction Data, whether it performs such use, sharing and processing directly or through third parties. Each party acts as a “data controller” with respect to Transaction Data for the purposes any privacy legislation that uses that concept and is applicable to the party’s activities. Each party agrees to provide such assistance as is reasonably required to enable the other party to comply with the applicable data protection laws. Any information about or with respect to the Bidder’s service users that is not related to parking sessions at the Parking Locations, including without limitation, information provided by users upon registration for an account and data about the user’s activity in the account or the Bidder’s applications (“User Profile Data”) shall be exclusively owned by the Bidder. The Bidders shall retain exclusive ownership of all rights in any derivative data it develops based on Transaction Data and User Profile Data. 283 USA - Canada - UK - France - Switzerland - Germany 95 T +1.866.783.7787 E sales@paybyphone.com W paybyphone.com i 284 285 286 OocuSign Envelope ID 13318CA0-0A7~-4990-A928-A446B358915A l:Ol!ltrad no,U-051-01 PROFESSIONAL SERVlCES AGREEMENT BETWEEN THE CITY OF MIAMI BEACH AND PARKMOBILE, LLC FOR MOBILE PARKJNG PAYMENT SYSTEM, PURSUANT TO REQ\JEST FOR QUALIFICATIONS 2023-051-WG A1 5 -20 Tl"lis Proless.lonal Servlces Agreement ("PSA"} ano the ParkM~He1 LLC. Service Agreement ("Service Agreement'), co!ledive ly, tha 'Agreement• is enteted into ltiis ____ ('Effective Date"), ootweon lhe CITY OF MIAMI BEACH, FLORIDA, a municipal corporation orgMized and el(lslmg under the laws of the State or Florida, having its principal offieos et 1700 Convention center Drive, Miam i Beach, Florida. 33139 (I.he •city"), and ParkMoblle, LLC, a Delaware Limited Liability Corporation, whose address is 1100 Spring Street Northwest,. Suite 200, Atlanta , GA 30309 r•vendor' or rParkMobire•). Addltior,~l Parking LocaUons . Agreeman1. Al.lthO<ll.ed User Ci1y Manager : City Maoager's Dei;ignee : Vendo r IP Rights: SECTION 1 DEFINITION§ As delined in Secl!on 12.1 of the Agreemenl Tnis Professions! Servtces Agreement between the City and Vandor , inclUdin9 any exhibits and amendments thereto and the FarkMoblle SeNi~ Agreement, collectively the "Agrsernent''_ Cily's employee, consultant. contractor, anel ~ge-nl wtl~ ,s aulnor~ecf by City to access 8nd use the Platform under the rights gran!e<I to Cl1y pursuant lo this Agreement. Toe chlei admin isLralive officer {.)f ltle City . Tne City staff mambar who is doslgrialed by Lile City Managar lo administer this Agreemenl on behalf of the City. The City Manager's designee shall be lhe Fali-lng Depa!1ment Director For the purposes of this Agreement, Vendor shall be d~emed to be an 1ndependeot contractor. and not an agen1 or empl()yee of the City Any and all reg istered and unregistered rights granted, app!leiJ lor, or othcfWlsa now or hereafter in axlstenoo undo; or related to any patent copyright lradem(lrk, lrac1e sec:-el. dalabas,(3 protection, or other i riteltecl1..1ar p,operty tights laws, and all $imilar or equ ivalent rights or forms ol prolection. many part of lhe world , 1 287 OocuSign Envelope ID : 13318CA0-0A78-4990-A928-A4468358915A P.Jrking Locations: Platform: Services: Transaction Fee: Exhibit B Parking Rete : ParkMobile Applicalion : Proposal Dcx:uments: Risk Manager. Transaction Data : User Profile Data : Toe location or locations of City 's on-street psr1(ing, off-street parking, reseNation parki ng, parklng lots, parking decks , permitted' parking, and other facllilies where Pel'kMobHe Users may park. Access-controlted mobile and/or web apµ!icatiorni, $0rviCes or interfaces d&veloped, host~d. or managed by, on behalf of, or In partnership with ParkMobl!e that ere made ava ilable to Client to administer, oonfigure, manage and/or monitor parking seSSiQfls, parking rates, and/or park.lng restrictions associated with City's Parking Locations. The Park.Mobi le Application, the Pultform. and afl servlces , work and actions by lhe Vendot performed or undertaken pursuant lo the Ag.reement. The Fee charged by the V~ndor to the user pe r transaction as set forth In The fee charged by the City for use of the parking space_ Any and all mobile and/or web appl icatlons. sefViceS, or inlerlaces developed, hosled, or managed by , on behatf of. or tn partnership with Part(Mob ile and that are mad6 ~vailable to the general pwbl lc and that facilitate the payment of parking tr:ansacUons . Proposal Documents shall mean City or Mi~m i Beach RFQ No. 2023-051· WG for Mobile Parking Paym~mt System, together with all amendmeoti; thereto, i~sued by the City in contempla\ion or this Agreement RFQ, and tile Vendor's proposa l In response thereto ("P roposal "), all of which are hereby Incorporated and made a part hereof: provided, however, that in the event of an express conflict between the Proposa l Oocuments and this Agreement. the following order of preoedent shall prevail: the Professional Services Agreement; the RFO: the Services Agreemen~ and the Proposal. The Risk Manager of the City. with offices at 1700 Convention Center Dnw, Third Floor, Miami Beach . Flo rida 33139, telephone number (305} 673-7000, Ext. 26724; and fax number (305) 873.7529. lnfomiation and Data collected by the Vaooor retaling to drivers · parking sessions, which may include vehicle ficense plale, pamng sessio n date. time, duration, zone number and amounl paid, details .o f parking Fines/violation noti.ce5. and parki g sessi on detafls obtained through custome r service center . Any information about or w!lh respect to ParkMollile users lha l Is not retaled to parking sessions at th e Parking locations, ind udi ng without 2 288 DocuSign Envelope ID: 1331 SCAO-OA 7B-4990-A928-A446B35B915A Co11tr.atl 110,U-D!il..Ol lim!tatton, information provided by users i;pon registraUon fof a Parl<Mobite occounl and dara al)oul tha 1..1,er's activity in trnt Par1cMobHe account or the Appll~tion . Merchant 01 Record: Refers to the entity that is authorized to receive custome.r payments lo its merchant account set up with i1s acquiring bank, Including credit card and any digital wallet transactions for SeNices. SECTION2 SCOPE Of SERVICES 2.1 In consideration of the Fe.a to be pa id lo Vf:inctor by the City, Vendor shall provide lhe work and s.ervlces de&Cfibed In Exhlbil "A" hereto (the ·Services"). Although lhe Vendo r may be provided wtth a schedule of the available hours to provide its Sarvices, the City sh~l l not control nor have the right lo control thet hours of the Servtces performed by tho Vendor; where the Services are performed (aUhough the City wm provide Vendor wllh the appropriate locatio.'l to perform the Sel'\lloes): when the Services are performed, Including how many days a. week lhe SefVlces are performed; how the Servioes are performed, or any other aspe_ct of the actual manner and means of accomplishing the Sijrvi~, pr<:>vide.d. Nolwilhsta,nding the foregoing, alt Services provided by the Vendor shall be portormed in aocordance with the terms and condltl9ns sel forth in Exhib it "B" and lo lhe reasonable &atisracUon of lhe City Manager tr the.re are any questions regarding the Servlc.es to be performed-, the Vendo r should contact the following person: Monica Beltran, Drrec:tor, Parking Department l 755 Meridian Avenue. ~ Floor Miami Beach, Florida 33139 (305) 673~7000 ext. 26863 MonicaBel1ran@mlamibeachf1.gov 2.2 Vendor's Services, and eny deliverables Incident thereto, shall be compteled In accordance with the lime11ne end/or schedule in Exhibit C hereto . 2.3 SarvicK Provided by ParkMobll@. Owring the Term (as defined hera in), Pa-rkMobila shall perform the services for the City as described in Exhibit A he<eof (es amended, mOdlfJed or supplemented ft om ti me to time upon the mutual written agreement or the parties. the "Services", as further defined lfl Section 1 ). ParkMobile shal! ren.der the Services faithfully and to the best of it$ ability an-a in compliance with all applicabki laws, Federa l, State, and local laws , codes, ord inances, resolutions , admin istrative polici-es and procedures snd/or rules and regulations, (colleclivety, "Applicable Laws "), devoting such ti me as is reasonab-ly necessary to provide the Services. The precise times and manner of lhe performance of Servi~ shall be as reasonab ly reqt.1ested b-y lhe City, consistenl with a schoou to to be reasonably e,greed upon from time to 1lrne by Par'~Mobile end tne City , In connection with ParkMobile's performarn:e of the Services, and in addltlon lo ParkMob1le's compliance with Applicable Laws. Park.Mobile shal'I also be subject to, and agrees to abide by, such po l icies., procedures, directions and restrictions as the City, ln rts sole and reasonable discre tion. may establish from time to lime. Parkt-.-1ob ile sha ll implement the servlce within sixty (60) days of the effective date of this Ag,eemenl 3 289 DocuSign Envelope ID: 1331 BCA0-0A 7B-4990-A928-A446835B915A Comtrad IHJ.lJ-051-01 H the City requ ires additional work and/or services that are not Included In this Agreement, ParkMob ile and the City shall negotiate such additional work and/or sen1i ~. mutually Hylt:t: or1 the ~mount of additional compensation, and memorialile the lcrtna in a written ami;mdment lo th is A9reoemenl. 2.4 Help and Support. ParkMobile a,grees to use-Its ~sonable efforts to 8$Sltil the City with any technical support lhal the City may roasonabty require in relation to l,lS-ing I.he Services. In furtherance of the foregoing , ParkMobile agrees to provide the City with preventative rrn,1 inlemmce, corraciive maintenance, adap Uve mi,lnlenance and on line, on-sue and telephone support with respec! to the Servioes. Each of PerkMoblle and the Cily shall promptly notify the other of any errors o r interruptions that arise during the City's use of lhe Platform, the ParkMobile Appli,cation or the Services hereunder. 2..5 Errors and CorrectJons. In the event -of any errors or interruptions 111 lhe Services, Par\l.Moblle's sole and exclus i ve obtigatlon shell be to use reasonable efforts to repalr or restore thal portion of lfle Servioos as promptly as possibJe. Repair may take the form, at the option of ParkMobile, as the case may be , or: (i) ~ed _SiOftware applicable to the Services; {ii) cotrected rnaterials in hard copy or electronic form describing the use and c>perat.ion of the software applicable to the Servires, Including any manuafs aoo programming too !s; (iii) lnsln.lcoons or procedures to bypass the problem until a more perman~nl correction can be irnpfemanted; or (iv) oorrectionlciarification of tha funC,ional deftnilion o-f thB Services . 2.6 Publlclty of Serv(ces. All btoc:hures and promoUoo&I materia ls 10 be dislributed by ParkMobile and the City In connection with the Services shall De In a form mutually agreed upon by the parties. 2.7 AuthQrity Qf PfrtiQfi CqoMratlol'\. Ea.ch party acknoWfedges and agrees that ii has no authorlty to act on behalf of the other party 01l'ter than as set forth In. this Agreement or 10 enter lnto any opnlract or to Incur any l iability on behalf of the other party, excepl with prior written consent of an authorized officer of such party. Each party covenants that it shalt not al .any time repres.ent eilh~r ora!ly or in writing, that ii has any right, powe r, or authority with respect lo lhe other party not expretisly granted to the other party by such party . Each party shall reasonably cooperate with the other party to permit such party to perform il$ duties and obligat ions under this Agroomont in a timely manner. 2.8 Technology Sublicense. Subject to ar.d condilmned on City's and Its Authorized Users· comptiance wi th the terms arld condrucns ol this Agreement., all applicabfe laws and tegu !ati ons, and City's payment off ees, Park:Mo-bile hereby gran1s the City the nonex.clustve, non• transferable, non-sub-licensable, revocat>le right and sublicense to access and use the Platform during the Term, as detrned below . The c ,ty shall no! use the Pla!form for any use other than in connectio-n with lhe Servrres. ine Qty acknowledges and agrees that (a) Park.Mobile shall be its exc~us ive source of the Platfonn for the Term; and (b)a!I S@rvicas obtained by the City shall use the Platform 9S neces:sary The City has no ioteresl in or right to u-se the Platform or any improvemenls th~reto or modlficalk>ns thereor except as se t forth herein . in all instances. the City's use of the Platform sha ll inure to both party's benefit. During the Term or at any time thereafler. the Ci i y shall not comm rt or cause any third party to comm it. any act challeng ing, contesting, or tmpairing or attempt ing lo impair P~rkMob i le's righl. t itle and interast in and to the Platform or ttt e val idity thereof 4 290 DocuSign Envelope ID: 1331 BCA0-0A 7B-4990-A928-A446B35B915A Contricl no.lJ-4)51..fll 2.9 Propo§al Documents. Notwithstanding the dea,cripUon of ParkMobi1e's services_ and with-out limitation, ParkMobilc she,ll provide any and a!J work and services as set forth in, and in acrord:ance to the requirements or, the Proposal Document& (wtiich ~re att;,:1ched as Exhibit D hereto and are hereby deemed incorporated by refe/el\ce as If fully s~t forth herein). SiCTION 3 !fil!M The tern, of t.hls Agreement rremn shall commence on the date ldentinoo In the notice provided by the City Managef s Designee stating that all ln1Ua1 signage contemplated under section 10 , 11 has boon installed ("Signage Installation Notice~), and shall have an initial term of five (5) years, with two (2) _additional ~o-year re-newal options. to be ei,:ercii>ed al lh8 City Manager's sQ:le option and discretion, by providing Vendor with Written notk::e of same no Jess than thirty (30} days prior to lhe exp4ration of the Initial term . Notwithstan ding the Tetm provided herein, Vendor shall aohere to any 3peciric timelines, schedules, dates. and/or perf ormane9 mHestones for completion and dofivery of lhe Services, as same is/are se.t forth i n ~ tlm.eHne and/or sctiedule referenced In Exhibit C hereto . SECTION4 FEE 4.1 City shall reimburse ParkMobile as set forth in Exhibit B and in accordance with Section 4.6 ParkMobile may propose an in.crease in 1he end user tees ouUined in Exhibit B, not more onen than one& in a calendar year, to adJ11st ror fnfiati-on and any increase In me cost of ParkMobila providing the services lo City . All adjustments to the fees shall be valld uPon tMe prior written approva l of the City Man.age r or City Manager's Designee. City rate structure Is varte_d and includes flat and hourly rl3!BS that differ tor residents and v.sitors. However, other rates and/or geograph ic areas may be added in the future. The rates specified nerein shall commence an the date specified In the Signage lnstallaUo n Notice 10 Pte>ceed. 4.2. ~aymont. The City shall serve as the Me rchant of Record for Par1(Moblle Application transaction fees i!nd pari<ing rates . ParkMobi!e shall invoice the City and the City shall issue a check to re lmb urs~ ParkMoblle ,n accordance w.ilh Sec6or, 4.6. 4.3 I!!!!-ParkMobife's pnces do not Include sales, use. revenue or excise taxes, end accordingly , io addition to the price sp ocificd he re in, !he amoun! of any sa les, use, excise or other similar tax eppllcable to lhe Services provide d hereunder shall bo paid by the City , inciuding any laxes applicable on fees paid by lhe consumer, or, in lieu thereof, City shall p10\llde Pari<MobHe with a lax exemption certificate issued by the ap propnale taxing authority. 4.3 . Billlna Disputes . The City shall not oo entitled to suspend payment of aoy disputad invoices. Aoy disputes must be subm itted to Part.Mobile in wrillng and with an explan~lion of !,be reason for the dispute, with in fo .rf:y.five ( 45) days. In the event Iha! any payment dispu le Is resolver.i in favor of tho Cily, ParkMob i le shall credit Ctty an fhe immediately subseq ue nt invoice tssued w ••· City 4.4. Expenses. Except as olhe1Wise provided herein, ParkMob i le sha l l not charge the City any costs for the i nte9ration ol its system(s) or for the management of the project and 1he Services . 5 291 DocuSign Envelope ID: 1331 SCA0-0A 78-4990-A928-A446B358915A C'onlrat•f 111'!.ll..OSJ -ti I Parl<.Mobile shall cha~ the City for ordmary, neces!;ary and reasonable lh 1rd party costs only on dlrecl cost bas is and only after the priOr written approval or the Cily . 4.5 Merchant of Rocord for Prepayment Method. For any fe(3s eot lCM:ted by Parkmobile via prepaid cards, Google Pay, Apple Pay PayPal or a similar prepaymttnt application, the partiel;i designale Pari<Moblle as the merchant or record On a monthly basis, ParkMoblte shall provide the City a report of alt trans.action fees oolJected on lhei r behalf and iss~e a relmbursemenl check to the City. All fe~ paid under this Sectlon 4.5 shatl be paid to tna City no later than 4~ays after invoice. -4.6 lnvof®f• Parl<Mobile wm issue lnvolOeS to the City on a monthly basis for all rees due to ParkMo-blle under thrs Agreement All payments due under th is. Agreement shall be paid Within thirty (45) days of the invoi~ dale. All !nvoicea shall include a de ailed description of the ServiQBS (or portipn theroof} provided. Ail invoices submitted to Iha City shall be submitted to the following address: • • Aooouht$ Payable: Peyab Les@miemlbeachU gov SECTIONS TfRMIN-ATION 5.1 TERMINATION FOR CAUSE SY THE CliV a. Ir either party shall faU to fulfill or otherwtse violate any of lhe covenants, agreements, or stipulalicms In this Agreement, aoo 5uch materiel breach rema ins uncorrected fef' lhlrty (30) days aflef recelpl of not.ice by the other party, the altler party shall thereupon have lh.e right to terminate the Agreement by giving thirty (30) days ' written notice to the other party of such termination. lf U1e breaching party faifs to cure in that 30-day period or the breach is incapabl e of cure, then the Agreement shafl so terminate . b. In that event. the Cily shall com~nsate ParkMobi le 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 or the default c. Notwithstanding the above, netlher party shall be re§ieved or liability to the olhet party for damages sustained by virtue of any breach of the Agreement 5.2 TERMINA noN FOR CONVENIENCE OF THE CITY i HE. CllY MAY ALSO, THROUGH ITS CITY MANAGER, ANO FOR I TS CONVENIE.NCE 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 SHAU BECOME EFFECTIVE THIRTY (JO) DAYS FOLLOWING RECEIPT BY PARKMOBILE OF SUCH NOTICE. IF THE AGREEMENT IS TERMINATED BY THE CITY AS PROVIDED IN THIS SECTION, THE CITY SHA LL 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 PARKMOBlLE EXPECTED TO EARN ON. THE BA LANCE OF THE; AGREEMENT . SUCH PAYMENTS 292 DocuSign Envelope ID : 1331 BCA0-0A 7B-4990-A928-A4468358915A Contra.er no.1.1--l'JS 1--0 J SHALL aE THE TOT AL EXTENT OF THE C!TY'S LIABILITY TO PARKMOBILE UPON A TERMINATION AS PROVlDED FOR IN THIS SECTION . AODITIONALLY. IN THE EVENT OF A PUBLIC HEALTH . WELFARE, OR SAFETY CONCERN. AS DETERMINED BY THE CITY MANAGER, IN THE CITY MANAGER'S SOLE OJSCRETION, THE CITY MANAGER, PURSUANT TO A VERBAL OR WRITTEN NOTIFICATION TO THE VENDOR , MAY IMMEDIATELY SUSPEND THE SERVICES UNDER THIS AGREEMENT FOR A TIME CERTA IN. OR IN THE ALTERNATIVE, TERMINATE THIS AGREEMENT ON A GIVEN DATE. 5.3 TERMINATION FOR CAUSE BY PARKMOBtLE Pari<Moblle may term inate lls performance under this Agreement only ;r lhe City defaults and fa lls 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 Cily occurs if too City fa ils to perform one or more of its material duties under th~ Agreement. If ~ default ooc:urs and ParnMobne wishes 10 1enninate the Agreement. then ParkMoblle must deliver a written notice to the City desetlbing I.he default and the proposed termination date. The date must be at least thirty (30) days after the City recelv~s notice. Park.Mobile, al its sole option, may extend the proposed termination diite to a late r date. If the City cura:s the default before the proposed termination d~te, then the proposed termination is ineffec ti ve , If the City does not cu,e the default before the proposed rermina.lion dal~, then ParkMobile may term inate Its perlormance under this Agreement on the termrnatior, date, 5.4 TERMINATION FOR INSOLVENCY Should ParkMobile (i) make a .general assignmenl for the benefit of credHors; (ii) institute liquida!ion p~ed:fn ~$ or pl'O®~ings to be adj uoicated as voh.mtanly bankrupt; (iii) consent to the fili~ of a, ~tttiort !Zif bankruptcy against it; (iv) be adjudicated by a court of competent Jurisdiction as being bankrup1 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 cour1 of competent jurisoiction appointing a rece~v0r, liquidator, trustee, or asf:ignee in bankruptcy or i n an insolvency covering al l er substantially all of such party's property or providing for the llquidatlon or dlss◊lution of such party's property or business affairs; then. in any such event the Cily party, at its option and without prior no ti ce, may terminate Ulis Agreement effective immediately. ln such evanf, the rights and obligations for tha parties shall ba the same as provided fo r in Section 5,5. 5.5 EFFECT OF TERMINAllON a. Upon terminat ion or explratton of this Agreement, {i) the City shall pay to Pan<Moblle any portion of the Fees then accrued and properly payable uoder this Agreement; (ii} City shall promptly return lo Pari<.Mobile all material s in its possession with the performa nce of the Services hereunder; and (ifi) City shall diswntinue all use of the Platform an d intel!ecluar proparty of Pa~Mobile , b. Notwithstanding the exercise by any party of !ls. rights under thts Article 5, no termination of this Agreement shalt re lieve eilher party of its liability for the payment or performance of any ob li gat ion accn,JOO prior io the te rmination elate (includ ing any indemnification obl igation i:lrising 7 293 Do cu Sign Envelope ID: 13318CA0-0A 7B-4990-A928-A446B35B915A Conini:I 111).2.Ml~J..{11 hereunder, whether or not notice of suc:h Indemnification claim hes been given berore such termination. or or any rights or obligations under any other provisions, which, by their meanlng or content, are intended to survive the 1erminaUon hereof) SECTION 6 JNPEMNIACATION AND INSURANCE REQUIREMENTS 6.1 INDEMNIFICATION Each party agrees to indemnify, defend and hold harmless (the "Jndemnifyin9 Party") the other party anq its officers, .employees, agents, and contractors (the "Sndemnlfi.ed Party"), from end against any and all actions (whether al law or ln e.qulty), cla ims, tlab!lrues 1 losses, and expenses, including, but not limited to, attorneys' fees and costs, for personal, econom ic or bodily injury, wrongful death , fQss or or damage to property, which may arise or be alleged to have arisen from the negligent acts, errors, omlssi.ons or other wrongful conduct of the !ndemnlfying Party, ils officers. employees, agents, contractors, or any olher"person or entity acting under Indemnifying Party control or supervision, in connection with, related to, or as a result of lhe indemnifying Party performance under this Agreement . To tha1 extent, the Indemnifying Party shall pay all such c!i:iim$ and k>sses and shall pay all such costs and Judgments which may be issued from any lawsuit ari.sing from such claims and losses. and shall pey all costs a_nd a.ttome)"s fees expended by the Indemnified Party in the defense of such clajms and losses. including appeals . The Indemnifying Party expressly understanos and agrees that any insurance protection required by this Agroemeot or otherwise provided by the lndemni¥ng Party shell In no way limit the fndemn!Fying Party's responsibility to indemnify, keep, and save harmless and defend Iha Indemnified Party Of its officers. employees, agents, a_nd Instrumentalities as herein provl de-d. 6,2 INSURANCE REQUIREMENTS The Vendor shall maintain the below •requ ired insurance in effect prior to awarding the agreement and for the duration of tha agreement. Tho maintenance of proper in:;ura nce 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 coufd result in termination of the Agreement. A. Worker's Compensation Insurance for ~II employees of tile vendor as required by Florida Statute 440, and Employer Liabil ity Insurance for bodity injury or disease . Should the Vendor ~~ exempt from this Statute , the Vendor and each employee shall hold !he City harmle6S from any lnjury rncurred during the performance of the Contract. The exempt Vendor shall also submit (i} a written statement detailing lhe number of employees and that they are not required to carry Wori<ers · Compensation Insurance and do not anticipate hiring any ad<litional employees during 100 term of !his contract or (ii) a copy of a Cenificate of Exemption B . Commercial G~nera l Liabi!ily Insurance on an OGcurrence basis, incluc;ling products and cornpleteo opera.lk)ns, property dijmaga, bodily injury , and personal & advertising injury with fimils no less !Mn $1,000,000 per occurrence. and $2,000,000 general aggregate. C. Automob ile Liability Insurance covering any automobile, if the vendof has no owned automobil0s , then coverage !or tiired and non-owned automobims , with a limit no less than S1,000,000 combinect pe-r accident for bodily Injury and property damage . 294 DocuSign Envelope ID : 13318CA0-0A78-4990-A928-A4468358915A Ccmtrac-t ito .U.OS 1.0 I D. Umbrell.a Liab ility lr1suranee in an amount no less than $5,000,000 per occurrence. The umbre l la covet3gc m u~t bo o~ brood as. tho prima1y General Li.ability coverage. Additional Insured -City of Miami Beacti must be included by endorsemeflt as an additional insured with respect to all liab ility policie,s (except Professional LiabHity and Workers' Compensation) arising out of woftl. or operations performed on bahatf of the VendDf including materiats, parts. or equipment fumished tn connection with such worl{ or operations an-0 automobiles owned, leased. hired or borrowed In the fort'li of an endorsement lo the Vendor's insurance, Notice of CancellalJon -Each insurance policy required above shall provioo that coverage sha ll not be canceJled, except with notice to the City of Mlaml Beach cJo EXIGIS Insur.moo compliance Services. Waiver or Subrogation -Vendor agrees IO obtain any endorsement that may be necessary to effect the waiver of subrogation on lhe coverages requi re d. Howe'\ler, this provis-ioo applia-$ regardless of wneltt.er the City has ,~1voo a waiver or subrogation endorsement from the insurer. Acceptability of lnisurers -Insurance must be placed with lmurerti with a current A.M. Best ra Ong of A:VII or higher. If not rated, 8)(ceptions may be made for members of lhe Florida Insurance Fun-ds (i.e . FWCIGA , FAJUA). CarrielS may also be consfde<ed If ttiey are licensed and authorized to do Insurance business in the State of Florida, Verification of Coverage -Vendor shall furn ish th e City with origina l cert ificates and .amendatory eooorsements, o r copies or the apphcable insura.noe language, effecting coverage requi red by lhis contracL AJI certificates and endorsements are to be received and app roved by the City be fora work commences. However, f aiJura to obta i n the raquired documents prior to lhe work beginning shall not wa ive the Vendo r's obligation to provide them. The City resef\les the right to require complete, certiried copies or all required insurance policies. ln duding endorsements, required by these specifications, at any time . CERTIFICATE HOLDER ON ALL COi MUST READ: Cln' OF MIAMI BEACH c/o EXIGIS Insurance Compl tance Se rvices P.O. Box947 Munieta, CA 92564 Kindly subm1I a!I ce rtifica tes or insufance , endo-rsem-ents , exemption le tters ro our servicing agent, E.XJGJS, at: Special Risks or Circumstances -The City ol Miami Beach reserves the rig t1 l to modify 1tlese requirements , including lim it s, bawd on the nature of the risk, prior ex:perience, insurer, coverage, or other s~cial circumslanoes. Comp liance wHh the foregoing requirements shall nol relieve the vendor of tlis ,iab1ltly and obl rgation under this section or under any other secllon of lh ts agreemenl 9 295 DocuSign Enve lope ID: 1331 SCA0-0A 7B-4990-A928-A446B35B915A SECTION 7 J,,rTIGA TIQN JURISDJCTIONNENUE/JUBY TRtAL WAIVER This Agreement shall tie construed ln acoordimce with the laws of the State of ~lorida. This Agreement shall be enforceable in Miami-Oacle County. Florida, and if 1-egal action ~ necessary by either party with respect to the enforcement of any or all of the tem1s or oon<1 itio11s hefein, exclusive venue for tho ooforcement oC same shall lie In Miami-Dade County, Florida. By entering lnto this Agreement. Vendor and the City expressly warve any rights eilhet party may have to a llial by Jury of any civil tltigation related to or arising out of this Agreement. SECTION 8 LIMITATION OF CITY'S LIABILITY The City desires lo ente r into this Ag,:eement only if in so doing the City can pl:ac;e a limit on the City's liability for any cause of action, for money dama_ges due to an aUeged breach by the City or th i s Agreemen1, so thal Its li ablllly ror any such breach never exceeds one times the total amoQ.loJs paiCI to ParkMobile under th is agreement In the 12 mooth period preceding the event giving ff$,a to the claim . Vendor hereby expresses Its willingness to enter into this Agreement wm, Vendor's r~covery from the City lor any d13ma9e action for broach of contract to be llml(ed 10 a maximum amount of one times lhe total amounts paid to ParnMoblle under Chis agtMmen1 In lhe 12 month period preceding the event giving rise to the ciaim. Accordingly, and notwithstanding any other term or condit ion of this Agreement, Vendor hereby agrees that Iha City -shall not be li~b1e to the V9ndor for damages i11 an &mount in excess of one times lhe total amounts paid to ParkMobHe unaerttlis agreement In lhe 12 month period preceding the event gil/ing rise to the claim for any action or ctaim for breach of contract arising oul of the perforrnanee or non -performance or any obligations imposed upon the City by this Agreement. Nothing contained in this seciion or elsewhere lo !his Agreement is in any way inlended to be a waiver of the lim1tatloo placed upon the City's l iability, as set forth In Section 768 .28. Florida Sta lutes . Ir, no event shall any party be liable for consequential, special, i ndirec1 or Incidental damages, including but not lim1teo to any damages resulting from loss or use or profits arising tlut of or ln conn-ectiOn with this agreement, whether in an action based on contract. tort (including negligence) ot any other legal theory, even it the party ti.as been a<1visad of tha possibmty of such darn~9es . SECTION9 DUTY <)F CAflEJCOMPLIANCE WITH APPLICABLE LAWJi{PATENT RJGt{IS;, COPYRIGHT; AND CONFIDENTIAL FINOINGS 9.1 DUTY OF CARE With respect to the performance of the Services contemplale<l herein. Vendor shall exerc ise that degree of ski l l, r,are. efficiency and diligence normally exercised by reasonable persons and/or reoognlzed professiona ls with respect to lhe performance of comparable work and/or services. 10 296 DocuSign Envelope ID: 1331 SCA0-0A 7B-4990-A928-A446B35B915A C:onlract no.23--051-01 9.2 COMPLIANCE WITH APPLICABLE LAWS In fts performance of the Services, Verldor shall comply with all app!lcab-le laws, Ofdinanoes, and regulations of tha City, Miami-Dade County, the State of Florida, and lhe federa l government, as . -applicable. 9.3 PATENT RIGHTS; COPYRIGHT; CONFIDENTIAL FINDINGS a. ParkMot>ile agrees 10 defend and indemnify City for all tosses, costs and damages resulting from a cla im and/or determloati orr that the Services es supplied to the City Infrin ge any UnJled States patent rights. copyrlghls or trademarks prov id ed lhal City promptly notifies ParkMobile In writing upon City becoming ~ware of the axishmce of any such suit, action. proceed ing or threat; allows ParkMobi le sole-control of the defense and/or settlement thereor: provides su'Ch reasonabl,e cooperation as PatkMoblle m(jy require; end. makes no adml&sfons ~r other statements wh ich mey be prejudicial to PamMobile, ln no event shall City consen t to any judgment or decree or do any other act In compromise of any such dairn without ParkMob ile's express. prior written consenL In no event w111 Par1(Mobl!e be llable for the payment of any amount agreed lo In settlement withoul its express consent. b .. lo the event that lhe City Is enjoined from ils use of the Services due to a proceeding based upon the infringement or patent, copyright Qr trademark. in the U11ited States, ParkMQbi fe shall, at ils op ti on, either. I . ~romptly render the Services non-infringing and capable ol providing services as intended; or ii. procure for City and ils customers the right to continua using the Services; or iii. reptaco the Services with non-Infringing goods; or Iv . remove the Services and refund any expense of the City c. ParkMobUe shall have no liability in respect of any claim based upon : use, operation or combination of the Services with software, ha,dware, data . or equipment not supplied by ParkMobife If such ,nrnngemenl would have been avoided but for such use, operation or combination; or iL use of the Services olh~r than in accordance wilh PartMobil<.fs jpecifk;ations if Si.Jch infringement would have been avofded bu1 for use of the Services no t 111 acoordal'lce with ParkMobile specifications; or iii. Services ltiat have been modified by any party other than DPT if such infringement wou ld hava bean avoided but for such modification . d . Neither patly wilf disclose the o1hef part}'·s or ils affiliates' canfid .ential or proprietary information, including Transaction Data and Usar Profile Dam (''Conndential lnformalion·) (including the term s of this Agreement and any information provkled by tho olhar party that is confioontially mainta i ned or proprietary or whici'l der1ves va lue from not being generally known to persons who can obtain economic value from its disclosu re or use or that a reasonable person wo uld cons id er confidential .. given the context} except 11 297 DocuSign Envelope ID: 13318CA0-0A7B-4990-A928-A4468358915A Cantnrl 110.ZJ-OSI--OI i. with the other paf1y's consent; ii, to employees, agent~ and contractor& wh-o have a "ood to know In lhe disch arge of their duties end who are subject 10 a contractual obligation to keep such informatk>n oonftdeotlal that Is al lea~l as restrlcilve as this Agreement or Iii . when requ ired to do so by ia'il!' or by any bind ing J1Jle, order or request For purposes of this Seclion 9. tile parties agree that confidentlal or proprietary infotmatiOn does not Include any lnformauon that fs: I, already known to the rl.lca iving party at lhe lime or disclosure hereunder {other than from the othe r party or It& affiliates) as demonstrated by Its wrttten rerords ; ii. now or hereafter becomes publicly known other tl\an through acts or omissions of the raceiving party, or anyone 10 whom the receiving party disclosed such lnformellon; iii. disclosed to the receiving party, by a third party, under no obligation of confidentiality to the discloS-ing party or any o.the-r party; or v. independently developed by the receiVirtg party without reliance on Iha confidenllal information of lhe disc-losing party as shown by !Is written records. Each party &hall exercise reasonable commercial care in protect.ing the confidentiality of the other party's conridetttial inf otmation disclosed to it i'he parties agree that an actual or threatened breach or this provision would result in Irreparable h8rm to lhe party wtiose confi:denlial information would be disclosed i n breach, and shall eotitle that party to tempora(Y or permanent injunctive rel ie f without proof of actua l damages. SECTION 10 GENERAL PROVISIONS 10.1 AUDI.T AND INSPECTIONS l,lpo_fl reasonable verbal or written notice to Vendor, and at any lime during nonn~I b;.1$inass . t$t~1i.e. 9AM -5PM, Monday through Fridays, excfuding nalionally recognized hol idays-), a.nd .. ~ ~n as I.he City Manager may, In his/her reasonable dlscrelioo and Jud-gmenL deem necessary, fhere shall be made ava i lable to the City Manager at ParkMobi le's headquarters. and/or such representatives as the City Manager may deem to act on the City·s behalf, to audit, exam ine, and/ or inspect, any and all other documents and/or records relating lo all matters covered by lhis Agreement. Vendor shal l maintain any and an such records at its place of bus iness at the address s.el forth Jn the "Notices•' section ot this A_greemenL 10.2 INSPl:CTOR GENERAL AUDIT RIGHTS (A) Purs uan t to Section 2-256 or the Code of the Cily o( Miami Beach, the City has established lfle Office of the Inspector General wh ich may, on a: random bas is, perform reviews , audits, inspections and investigations on alt Ci!y contracts, throughout the duralion of sald contracts . This random audit is sep~rate anc:I distinct rrom any olher audil performed by or on t>ehalf of the City. 12 298 OocuSign Envelope ID : 13318CA0-0A7B-4990-A928-A446B35B915A C.ontra<:t no.13-051-01 (6) The Office of the lnspector General •s authorized to mvesl.lgate Cl!)' affeu~ and empoweted to review past, present and proposed City programs, accounts . records, contracts and transactions. In addition, the lnspacto r Genera! has the power lo subpoena witnesses, adminrater oaths, require the production of witoe&ses and monitor City prajecis and programs. Monlto.ing of an exi stlng City project or program may include e repott .conceming whether lhe project is on lirne. within budge! and in conformance with the tClfltrscl d9euments and applicable law . The Inspector General shall have the power to audit, investigate, monitor, oversea, i nspoct and rel/te"W operations, activities, performance and procurement process Including but no1 llml.led to project des ign, bid specifications. (bidlpropcsal) subm!ttals , act!vl11es of the Vendor . ils officers. agents and employees. tobbyisls, City Slaff and elected officia ls to ensure compliance with lhe contract documents and co dete ct fraud and corruption . Pursuant to Section 2-378 ol the City Code, the City is allocating a percentage of it s overal l annual contract expenditures to fund the activities and operations of the Office of Inspector General. (C) Upon ten {10) business days written nouce to the Vendor. the Vendor shall make all requested records and documents available lo the ln~pector Genera l for inspeci:icm and copying , The Inspe cto r General is 8fllpowered to retain the services of independent private sector auditors to audit. irwestigale, monitor, ovefSee, inspect and review operations. aclrvitiai;, performanoe and procurement process Including but not llmlled to project des ign, bid specifications. (b id/proposal} aubrrdU:als, activities of the Vendor its office<-s , agents and employees, lobbyists , City staff and elected officials to ensure compliance with the contract documents and ro deleci fraud and corwption . (D} The Inspector General sh~U have the right 10 Inspect and copy all documents and reoo,ds 1n the Vendor's possession . custody or control which in the Inspector General's so le Judgment. pertain Lo performance of the contract, except to the extent such records conta in personatly identifiable infmmation, inciuding, bul not limited to original estimate fi les, change order estimate files, worksheets. proposals and agreemen1s from and with successful subco11~ctors and suppliers, all project ➔elated oouespondence, memoranda . instructions, financ ial documents , oonslruc bon documents, (bid/proposal) and contract documents, back-change documents, all documents and records which invol ve cash , trade or vo lume discounts, i nsurance proceeds, rebates. or dividends re,ceived, payron and personnel records and supporting oocumentalion for lhe aforesaid documents and J"e{;Ords , (E) The Vendor shall make ava ,lable at tts office at all reaso nable times the records , malorials, ana other evidenre regarding the a~utsition (bid pteparation) and performance of lhis Agreement, for exam in?.1 1on, ~udil, or reproduction, unlll th ree (3) yea,s arter final payment under 1h!s Agreement or for any longer pe rtod required by statute or by other clauses of this Agreement. In addit ion: 13 299 DocuSign Envelope ID : 13318CA0-0A7B-4990-A928-A446B35B915A Con1r11C11:10.?l-USMll i. If thi5 Agreement is completely or partially te,minated, the Vendor shall make evallabk': reoords relallng to the work terminated ul'ltlt three (3) ~ear£ after any resulting final termination !>el:Uemenl; and ii. Th~ Vendor shall make available mcorrls relating to appeals or to Jltigaoon or the &ettlement or cla ims arising under or r&Jating to this Agreement until such appeals. liUgatlon, or claims are finally resolved . (F) The provisions in this 1:1ection shall apply to the Vendor, its officers, agents. emp1oyees . subcontractors-and suppliers. The Vendor shall irn;orporate the provisions in thi$ sedi-on Jn all subcontracts and all othet agreements exeputoo by the Veodor In connection With the ~rfortrian.ce of this Agreement (G} Noth ing in this section shal l impa ir any independent right to the City to conduct audits or investigative activities . The provisions or this section are neither intended nor shall !hey be construed to impose any Hability on the City by the Vendo r or third pal'tJes . 10.3 ASSIGNMENT, TRANSFER OR SUBCONSULTING With the exception of an assignment to PerkMobile 's parent company, Vendor shall not subcontract, ass ign, or transfe r all or any portion of any work and/or service under Utls Agreement without the poor written co nse n[ of the City Manager, which consent. if given al al l, shaH be in the M~nager'6 sole judgment and discretion . Neither this Agreement, nor any term or provision hereo f. or right hereunder, shall be assignable unless as approved pursuant lo thi$ sectiofl, end any attempt to make such .ess,gnmenl {unless approved} shall be void . 10.4 PUBLIC ENTITY CRIMES Prior to commencement of the Services , lhe Vendor shall file a State of Florida Fom, PUR 7068, Sworn Statement under Secti on. .287. 1S3(3){a) F=lo rida Statute on Public Entity Crimes with the City's Procurement Divis io n . 10.5 NO DISCRIMINATION In connection wi th the performance of the Services, the Vend □r shall not exciude from pa rtict pation in, deny the benefits of, or subject to discrimination anyone on the grounds of race . color . national 0119in . sex. age, disabihly, reHgion, Income or fam ily status . Additiona.l!y, Vendor shall compry ful ly wtlh Ule City of Miami Beach Human Rights Ordinance, codified in Chapter 62 of the City Code, a$ rnay be amended from time to time, prohibi l.i ng discrimination in employment, housing , public accommodations, and public servi ces on account o! actual or perceived race, color, national origin, refigion , sex, intersexuality, gender identity, sexual orientation. marital and famiffal status, age, disab ility, ancestry, height, weight, domestic panner status, tabor organi.zation membership, famili~I ~Hualk,n, m poliH--cal affili?Jtion. 10.6 CONFLICT OF INTERESl Vendor hero i n agrees to adhere to and ba governed by all applicab l o Miami•Dad0 County Conflicl of ln1 erest Ordinances and Ethics provisions, as sel forth In lne Miam i-Di.lde County Code, as may be amended from lime lo ti me; and by the City of Miami Beacti Chetrler and Code, 14 300 DocuSign Envelope ID: 13318CA0-0A 7B-4990-A928-A446635B915A Co11tnu:l Dl>.23-DSI-Ol as may be amended from lime to Ume; bo!h of which are incorporated by reference as if fully set forth heref4, Vendor covenants that 1t presently has no interest and shall not acquire any interest. directly or im;lircctly, which oould conflict in any manner or degree wilh lhe pertormance or the servi ces Vendor further covenan1s that In the performance of Oils Agreement , Vendor shall no! employ _ any person having any such i nterest No mamber of or deJegate to the Congress .or the Unrted States shall be adm 1Ued to any share or part or th is Agreement or to any benefits arising therefrom . 10.7 VENDOR'S COMPLIANCE WITH FLORIDA PUBLIC RECORDS lAW (A) Vendor shall comply with Fk)ri~a Publ ic Records law under Ctw.pte r 119, flori4a Stalutes, as may be amended fro m time to nme. (B) The tatm •public; reoqrds" 5hall have lhe meaning set forth i n Section 119.011{ 12), wh ich me.an5 all documents, papers, letters, maps , book.$, tapes, photographs, films , sound rncord ings. data processing soflwere, or other material, regardless or th~ physteal form, characteristics, or means of fransm isston, made or rece ived pursuant to law or ordinance or in conneotion wllh the lransactlon of officia l business of the City. (C) Pursuant lo Section 119.0701 of the FlOlida Statutes, if the Vend.or meet& the definition of ''Contractor" as defined in Seoticn 119.0701(1Xa}, the Vendor shall ; ( 1 ) Keep and maintain publte records required by the City ro perfOffll the service; (2) l,Jpon reQUEl!il from the City's custodian of public records, provide the City wilh a copy or ltie .requested records or allow the records to be inspected or copied within a reasonable lime ate. cost that does no1 exceed the cost provided In Chapter 119-, Flo rida Statutes or as olherwlse provided by law; {3} Ensure thal public tecords that are exempt or confidential and exempt hum public records disdosure requirements are not disclosed, ax.cept as authori2:ed by lc1w, for the dullition of ttw con!racl term imd fo llowi ng completion of the Agreeme11t if the Vendor does not traosf er the records lo the City; {4) Upon completion or the Agreement, transfer, at no cost to the City, all public records In possession of lhe Vendor or keep and maintain publ i c records required by th-e City to pecfom, the servt..ce. If the Vendor transfers all public records to the City upon completion or the Ag1eem&nt lhe Vendor shall destroy any duplicate pu~hc r-ecords that are exempt or confidential and exempt from public records disclosure requiremenis. If lhe Vendor keeps and maintains public records upon completion of the Agreement, the Vendor shan meet all applicable requirements fo r re tain!ng public records . All records stored electronically must be provid·ed to the City, upon request from the City's custodian of pubhc records , in a formal that is compa ti ble with !he informal.ion technology systams of the City. (0) REQUEST FOR RECORDS; NONCOMPLIANCE . (1) A request to In spec! or copy pub hc records relating to the Crty's contract for servires must be made directly to the City. If the Ciiy does not possess the requested records, the Cily ~hall immooiately notify the Vendor or lha reqlJest, and the Vendor must provide the records lo the City or allow Iha records to be inspeored or cop~d with in a reasonab le time. 15 301 DocuS ign Envelope ID: 13318CA0-0A 7B-4990-A928-A4468358915A . Contrul ao.13 --05 HH (2) Vendo r'5 fai lure to comply with the Cily's request for records sh all constitute a t)reach of th is Agreement, and the City, at its sole discretion. may: (1) unilaterally 1errni nate the Agreemen t (2) ava il Itself or the remed ies set rorth unde r the Agreement; and/or (3) avs rl i tserr of any ava ilable remedies at law or In equ ity . ( 3) A Vendor who fal~ to provide the public rec:ords to the Qty within a reasonaD!e lime may be subject to penalties und er s, t H).l 0. (E) CIVIL ACTION . ( 1) tr a civil ecilon is ttted aga inst a Vendo r to CO!'J1pei production of pubtic records relating to the City's co ntract for services, the court shall assess and award aga inst the Vendor the reaS,Onable costs of enforcement, i nclud ing reasonable attorneys ' fi:ws, if: a. The oourt determi nes that the Vendor unlawfully ref used to comply wHh the public records request within a reaso nable lime; and b. At least 8 bu~iness da% bafori, fil ing the action, the plaintiff providoo written notice of the pub lic recOfds request . lnaud ing a statement that the Vendor has not complied With the requ _e.st. lo lhe City and to the Ven~or . (2) A notice compUes with subparagraph (1}(b) If it Is sent lo the City's custodian of public records and to the Vendor al I.he Vendor 's address listeo on its contract with the City or lo the Vendor's registered agent. Such notices must be sent by common carrier del i very sel'\'lee-or by registered. Gtobal Express Guaranteed , or certified mail, with postage or shipping paid by lhe sender and with evidence of deli very, which may be in an ~tectronic formal (3) A Vendor who compl ies wi lh a pub l ic mcords request with in 8 business da~ after the notice is sent Is not Hable fo r the reasonable costs or enforooment. (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: RAF.AELGRANAOO@MI .AMJBEACHFL.GOV PHONE: 305-673-7411 • • 10.$ FORCE MAJEURE {A} A "force Majeure" event is an even! 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 unab l e to perform the obl igation, and (iii) is nol due to an Intentional acl , error. omission, or neglig e nce of such par1y, and (iv} cou ld 001 have reasona bly been foreseen and prepared for by such party al any !ime pri or to th e occurrence of the eve nt Subject to me forego ing criteria . Force Majeure may include 16 302 DocuSign Envelope ID: 1331 BCA0-0A 7B-4990-A928-A446B35B915A (B) CC) (D) (E) Coalra.ct no,2.l,OSl..01 events such as war, ci\lil insurrection, riot, fires, epidemics. pendemics, terrorism, sabotage, oxplo~ions, omborgo restrictions, quarantine reGtrlc:!ions, trensporta\lon accldents, strikes. strong hunicanes or lornadQes, earthquakfls. or other acts of God which prevent performance. Force Majeure shall not indude technotogical impossfbility, Inclement weather, or failure to secu_re any of lhe required pennrts purstJ~n1 lo the ~~-•• tr the City or Vendor's periormance of its contractual obligations is pre'olented or delayed by an event believed by to be Force Majeure. such party shall Immediately, upon learning of the occurrence of I.he event or of the commencement of any such delay, but in any case -wilhin fifteen (15) business d<11ys th8fe0f, provlo'a nolloe ; (I) of the occurrence of event or Force Majeure. (il) of the nature of lhe event end lhe cause thereof, (Iii) of the anticipated Impact on the Agreemen~ (iv} of t_he antrcipated period of the delay, and (v) of what co urae of action such party plans to take in order to miligale the detrimoota l affects or the event . The limely delivery or the notice of the occurrence of a Force Majeure event is a condition precedent to allowanoa of any relief pursuan1 10 this sect ion; however, receipt of such l'!ottce shal l not oonslilute a~ptanoe that I.he event claimed to be a Foroo Majeure e\lB.f'II iS in fact Force Mejeure, and the burden of proo f of the occurrence of a FQrce Majeure event shall be on the requesting party, No party hereto shall be liabte fo rns fa ilure to carryout Its obl igations under the Agreement during a peood when such party Is rendered unabre. In whole or In part, by Force Majeure lo -carry out such obligations. The suspension of any of th e obligations under thi$ Agreement due to a Forco Majeure even! sha l l be of no greaIer s.cope an<S no longer (:luralion than Is required . The party ohall use its reaso!\able best efforts to continue to perform its Obligations hereunder lo the extent suet, obligations are not affected or are only partially affected by the Force Majeure event, and to correct or cure lhe event or condition excusing performance ano otnerw1se to remedy lts inability 10. perform lo the extent iti.. inability to pooorm is the direct resull of lhe Force Majeute eYent wilt, all reasonable dispatch Obll9atmns putsuanl to the Agreement that arose before the occurrenco of a Force Majeure event causfng the suspe nsion of performance, shall nol be excused as a result of such OCQJrtence uoless. such occ1.nrenoe makes such performance not reasonably possible . The obligallon ta pay money in e timely manner for oblfga!Jons and liabilities wh ich matured prior to I.he ocwrrence of a Force Majeure event shall not be subject to the Fo~ Majeure provisions. Notwiths!anding any other provision lo the contrary here ln. In the event of a Forre Ma}eure occurrence, the City may, at the sole discretion 6; the City Manag.er, suspend tho City·s payment obligations under the Agreement. and m~y take such aciion without regard to lhe notice requlremetJts herein . Addl11ona!ly, i n the even! the! a11 event or Force Majeure delays a party's performance under the Agreement for a time pe rio d greater tha n thirty (30) days. the City may, al Iha sote discretion of th-e City Manager, lennlnate the Agreement on a given date, by giving written notice to Vendor of such term ination . U the Agreement Is terminated pursuant to th is section , Vendor shall be paid for any Services sallsfactorily performed up to the dale of termination; following which the City shall be discharged from any and a!! liab i lities . duties, and umns arl:;;lng out of, or by virtue of, this Agreement. lo no evem will any condition of Fo,ce M.:ijeure extend lh.is Agreement beyond ii-$ staled term. 303 DocuSig n Envelope ID: 13318CA0-0A7B-4990-A928-A4468358915A Coutra.ct .llo.23-051-0I 10.9 E•VERIFY (A) Vendor shall comply with Saclion 448.095, Florida Statutes, •Employment Eligibility" ('E- Vemy Stature•), as may be amended from time to lime. Pursuant to the E-Verify Statute. _commencin_g on January f. 2021, Vendor shall TeQ!Sler with .and use the E-Verify system to verify the work authorization status or all newly hired employees during lhe Tenn of the Agreement. Addrtionally, Vendo r &hail expressly requ i re any subcontractor performing work or providing services pursuant to the Agreement to likov,'i-se utilize the U.S. Department of Homel and Security'a E-Verify system to verify the employment eligibility of all new employees hired by the subcontractor during the conb'acl Term. If Vendo r enters Into a contract with an !ipproved subcontractor, the subconlra_ctor must provide lhe Veooor with an affidavit stating that the subconlraclor does nol employ, contract with, or sub-contract with an unaulhorize<f alien , Vendor shall mainta i n e copy of such affidavit for the duration of the Agreement or such othe r extended period es may be requ ired unde, this Agreement. {B) lERMlNATION RIGHTS . ( 1) If the City has a good faith belief that Vendor ha& knoWingly viol~!eo Section 44!t09(1), Flor ida Statutes, the City shall terminate th l ~ Agreement with Veru:lot for cau-.se, and the City shall thereafter have or owe no further obligallon or llabllily to Vendor. (2) If the City has a good faith befief th.al a sutx:ontractor has knowingly violated the for!:lgoin9 Subsection 10.9(A), but the Vendor otherwise complted wilh such subsection, the City will promptly notify the Vendor and order lhe Vendor to immediately terminate lhe Agreement vmh the subcontractor. Vendor's failure to terminal~ a subcontractor shall be an event of defaull under thi~ Agreement , entitling Ctty to tenninate the Vendor's contract for cause. (3) A contract term inated under the Co regoing Subsection (6)(1) or ,s)(2} is not i n breach or contract and may not be considered as wch. (4} The City Of Vendor or a subcontractor may file an action with the Circu it or County Court to challenge a term ination under the forego ing Subsection (B)( 1) or ( 8)(2) no late r than 20 calendar d.;1ys after the date on which lho contract was tenninaleo. {5) -If the City terminates the Agreement with Vendor under tn-e foregoing Subsection (8)(1 ). Vendor m!iy not be awarded a publm contract fot at feast 1 year arter the date of term ination of this Agreement. (6) Vendor is lia ble for any additiona;I co-sts incurrnd by lhe City as a result of too termination of th is Agreement under this Section 10.9, 1010 TRADEMARKS: PROMOTION MATERIALS Parkmobife hereby grants the City a non-transferable, non-sublicensable. non-exclusive license to use ifs name and trademarkS . wilhout modification unless app-roveo by Parf<mobile, solely rn connection wl1h the City's marker.mg and use of the Services in the C_ity facilities . 10.11 STATUS MEETJN!'JS On pe rio dic basis, b-ut nol less than quarterly, upon request, an appropriate representative or each party shall conduct a joint meeUng Co discuss the status of the Services. as well as to answer questions, gather informalion and reso lve disputes that may occur from tim~ to time , ll is lhe expectation of tho parties Iha! tho representatives or the parties shall communicate direc tl y with 1B 304 DocuSign Envelope ID : 13318CA0-0A7B-4990-A928-A446B35B915A Co1nr•rt H.ZJ•USMII one another and work diroctly with one another to ensvre that all services provided hereunder ere completed on a Umcly and complctp bDSI:... /\ti moclings pursuant to this Section 10.11 may be face ro race, video or relephonic rneelings as may be .egreed upon by the parties. Eaeh party shall bear lls own costs of attending or participating in such meetings. 10.12 SIGNAGE ParkMoblle shall, ~l no cost lo the City, coordinate tvl th PayByPhone to design. ptocUre, and deliver ail sigoage for the Parking locafions, including any signage neoossa,y to replace outdated signage placed at a Parking location und~r a previous agreement. All signage ishall include information for both the Cilys other mobile parking payment provider. PaySyPhone, and ParkMobile equally. Pan-:Mobile and" PaySyPhone shall coord inate the pmductron or the Signage and shall secure the prior written approval of the City. Upon raceMng approval from the Cily, ParkMob ile and PayByPhone shall produoo and deltver all Signage to the City. Ths City $hall be responsible fo r the coS1s or all subsequent Slgnagg for go-live or additional phase areas. The City I$ ~1>ponslble for the lostallallon of all signs and decals. The number of signs included for a Parking Location ahalf be mutua l ly agreed µpon by the City, Pay ByP llone, and ParkM9bilfl for ~ach Parking LOc.ltlon. • SECTION 11 NOTICES Until cha nged PY notice, in writ ing, ail such notices and communicati ons shall be addressed as follows : TO VENDOR: lO CITY: ParkMobile LLC 1100 Spring Streel Northwest, Suite 200 Athmla, GA 30309 A ttn; Brooke Kfieget for legal noticos: . J('lilh a OOfJ}J i,g Park~~'s Legal Oepartmen1 at !he -above!!ltd$fffil-~ ~~.d fo t.•i-l\olil:;.es@parkmoblie.10 Ci ty of Miami Beach, Parking Oepartmant C/0 Parking Dlre-ctor 1755 Meridia n Avenue, z r,;1 Floor Miam i Beach, Flonda 33139 Mon icaB q!!r;.. n@m i.am ipeachfl .go~ All notices mailed ere ctronica ll y lo either party shal l be deemed to be sufficienuy transmilled . SECTION 12 MISCELLANEOUS PROVIStONS 12.1 CHANGES AND ADDITIONS This Agreemonl cannot be modified or amended without the express written consenl of the parties No modification, amendment, or alteration of the terms or oond11ions conta ined herein 19 305 DocuSign Envelope ID: 13318CA0-0A 78-4990-A928-A4468358915A Contr1tcl 1m.23-051-01 shall be effective unless contained in a writlen docoment executed with the same fofTTlalily and of oqu~l dignity herewith. Jn the event Cfrent wishes to add new Parking Locations In addition to tile Initial Parking Locations (the QAddllionsl Parkir,g Locallonin o.r to add parking spaces to on existing Parking Localion, the amendment wlll be effective against both parties ir it I& In !he form or email between implementaUon per.;.onne l of the parties and, effective the dale of such ema il. the Append!~ A Will be read to inciude these Ad<iitipna l Parking Locati.ons or parking spaces . 12.2 SEVERAB!LrrY lf any term or provision of this Agreement is held invalid or unenforceable, the remainder or th is Asreement shall not be affected amt every other tenn and provision of this Agreement shalt be valkj and be enforcoo to the rullest exlenl permitted by law . 12.3 WAJVE_B OF BREACH A parlys failure to enforce any provision of this Agreement s.hall not be deemed a wa iver or ¥-Uch provision or modlfication of th is Agree~nt. A party's waiver o! any breach of a provision of th is Agreement shall nol be deemed a waiver of any subseque nt breach and shall not be con.strued to be a modification of the terms of this Agreement. 1.2.4 JOINT PREPAAA TION The parties hereto acknowledge lhat they have sought and receh•ed whatever competent advice and counsel as was necessary for them to form a fuU and complete understanding of all lights and obligations herein end that the preparatio n of this Agreement has been a Joint effon of the parties. the language has been agreed to by parties to express their mutual int8tll and lhe resulling document shall not. solely as a matter of judicial construction, be construed mote severely against one of the parties than the other. 1Z.5 REP ·RESENTATIONS and WARRANTIES Each of Park Mobile and City hereby represents. warrants, a rid covenants lo lhe other party herelo as follows ; • (~) II is duly orga11ized and validly existing ur'ldet lhe laws or the state of its lncorporahon and has full power and authority to carry on its business as il is now b-eirtg conducted and to own ano operate its properties and assets; (b) The execuUon, del ivery and performance of this Agreemenl by such party has been duly authonz.ed by alt requis ite corporate or l!miled liabi lity company action. as app licable; (c) l1 has the power and autho,1ty to execute and deliver this Agreemen t an-0 to perform its obl 1gauor1s hereunder; end (d) The ex-ecubon, del ivery and perform.anco by it of th is Agreement and l\s compbance with the te rms ano provi-sjons hareor do not and will not conmct wilh or resul! in a oroach of any of the terms()( provisions of or constitute a default under the provlsrons of i ls charter documents or bylaws or any order, writ, injunction or decree of any court or governmental authority entered ago inst i i or by wh ict. any of its property is bound . 20 306 DocuSign Envelope ID: 13318CA0-0A7B-4990-A928-A446B35B915A 12.6 DISCLAJMER OF WARRANTIES THE SERVICES ARE PROVIDED "AS IS" AND WJTH ALL FAUL TS 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 GUAAANlEE:S, EXPRESS OR IMPLIED, DIRECn Y OR INOIRECTl Y, INCLUONG WITHOUT LIMITATION, ANY WARRANTY OF CONDITION, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF USE WffH RESPECT TO, ARISING OUT OF OR IN CONNECTION WITH ANY TH IRD PARTY HARDWARE USED IN CONNECTION WITH THE SERV1CES TO SE PERFORMED HEREUNDER BY SUCH PARTY OR THE RE.SULiS OBTAINED THEREBY. 12.7 ENTIRETY OF AGREEMENT The City and Vendor agree that U,i~ is the entire agreemen1 botween tha parti~s. This Agrooment supBilledes all prior negotiations, correspondence, conversations, agreements°' understandings applicable fo the matters contai ried hereln, and there are no commitments, agreement!i or understandings concemi ng the sub}ect ma tte r of this Agreement that are not contained i n this document. Titre and paragraph head i ngs are for convenient ref~rence and are not iotenc!ad lo confer any rights or obligations upon the Sx!rties to th is Agreement. {REMAINDER OF THIS PAGE LEFT 1NTENTIQNALL Y BLANKJ 307 DocuSign En velope ID ; 1331 BCAO-OA 7B-4990-AY28 -A446835B915A Co11tnrt ni!.ll..0~1-01 IN WITNESS WHEREOF, the parties hereto have CBU5ed mis Agreement ta be executed by their appropri8lt: O!ff®b. t1::. ul lli~ ddlt1 Iii lsl e11!c1ed i::!bove _ FOR CITY. ATTEST · By : Rafae . Granado. Crty Clerk . -,o, ~ FOR VENDOR : Daile . _Q.:...,/------=-0--=-/---=Q.=--:::,~2.--'-t-/ __ CITY OF MIAMI BEACH, FLORIDA APPROVED AS TO FO RM & LANGUAGE & FOR EXECUTION .,Y:!}~) b ~fl~ l2./7 /13 ,µ, Ct1y Attorney ~¥-~ Dc1te- .1 22 308 DocuSign Enve lope ID: 1331 BCA0-0A 7B-4990-A928-A446B35B915A EXHIBIT A SERVICE AGREEMENT 23 Exhibit A ParkMobile Service Agreement PSA-LF Page 1 of 6 rev. 09/22 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 1.1 General. During the term, ParkMobile will provide the Services to Client in accordance with the terms and conditions of this Agreement. 1.2 Launch Date. The parties will mutually agree upon the launch date for the Services. 1.3 ParkMobile Application. On and after the launch date, Client’s Parking Locations, along with associated Parking Information, will be made available to the general public through the ParkMobile Application. 1.4 Parking Management Services. Subject to the license granted in Section 2, Client will be provided access to the Platform to manage Client’s Parking Locations and associated Parking Information. 1.5 Parking Locations. The parties agree that ParkMobile does not own, operate, manage, or maintain any Parking Location. Client agrees that ParkMobile is not responsible for the condition or operation of any Parking Location, including, but not limited to, the operation of third-party hardware and/or software-based solutions used by Client at the Parking Location or for the delivery and/or fulfillment of parking or other services at the Parking Location. 1.6 Publicity of Services. Each party will use commercially reasonable efforts to market the Services throughout the Term. All brochures and promotional material to be distributed by Client will be in a form mutually agreed upon by the parties, which will not be unreasonably withheld or delayed. 1.7 Reserved. 1.8 PCI DSS. ParkMobile has obtained, and will continue to maintain throughout the term, Payment Card Industry – Data Security Standard (PCI DSS) certification. 1.9 Online Client General Terms & Conditions. The parties agree that this Agreement supersedes the Client General Terms and Conditions that is publicly available at https://parkmobile.io/client-terms with respect to the Services provided under this Agreement. However, in the event of a conflict between the terms of this Exhibit A and the Professional Services Agreement, the terms of the Professional Services Agreement shall govern. 2. ACCESS & USE OF PLATFORM 2.1 Provision of Access. Subject to and conditioned on Client's and its Authorized Users' compliance with the terms and conditions of this Agreement, all applicable laws and regulations, and Client’s payment of fees, ParkMobile grants Client a non-exclusive, non-transferable right to access and use the Platform during the Term. Such use is limited to Client’s internal use. ParkMobile will provide Client the Access Credentials within a reasonable time following the Effective Date. 2.2 Documentation License. ParkMobile hereby grants to Client a non-exclusive, non-sublicensable, non-transferable license to use the Documentation during the Term solely for Client's internal business purposes in connection with its use of the Services. 2.3 Use Restrictions. Client will not, directly or indirectly, and will not permit any third party to, access or use the Platform except as expressly permitted by this Agreement. For purposes of clarity and without limiting the generality of the foregoing, Client shall not, except as this Agreement expressly permits: (a) copy, modify, or create derivative works of the Platform or Documentation, in whole or in part; (b) rent, lease, copy, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Platform or Documentation to any person or entity; (c) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Platform, in whole or in part; (d) bypass or breach any security device or protection used by the Platform or access or use the Platform other than by an Authorized User through the use of his or her own then valid Access Credentials; (e) remove any proprietary notices from the Platform or Documentation; (f) use the Platform or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any IP Right or other right of any person, or that violates any applicable law; (g) intentionally upload invalid data, malware, or other software agents through the Platform; or (h) use the Platform for any purpose beyond the scope of the access granted in this Agreement. 2.4 Reservation of Rights. Nothing in this Agreement grants any right, title, or interest in or to (including any license under) any IP Rights in or relating to, the Services, whether expressly, by implication, estoppel, or otherwise. All right, title, and interest in and to the Services are and will remain with ParkMobile. 309 Exhibit A ParkMobile Service Agreement PSA-LF Page 2 of 6 rev. 09/22 2.5 Changes. ParkMobile reserves the right, at ParkMobile’s sole cost and in its sole discretion, to make any changes to the Services that it deems necessary or useful to: (a) maintain or enhance: (i) the quality or delivery of ParkMobile's services to its customers; (ii) the competitive strength of or market for ParkMobile's services; or (iii) the Services' cost efficiency or performance; or (b) to comply with applicable law. 2.6 Suspension or Termination of Services. Notwithstanding anything to the contrary in this Agreement, ParkMobile may suspend, terminate, or otherwise Client’s, any Authorized User’s, or any other person’s access to or use of all or any part of the Services, without incurring any resulting obligation or liability, if: (a) ParkMobile receives a judicial or other governmental demand or order, subpoena, or law enforcement request that expressly or by reasonable implication requires ParkMobile to do so; or (b) ParkMobile believes, in its good faith that (i) Client or any Authorized User has failed to comply with any material term of this Agreement, and has failed to become compliant within thirty (30) days of ParkMobile’s written notice to do so, or Client has accessed or used the Services beyond the scope of the rights granted or for a purpose not authorized under this Agreement; (ii) Client or any Authorized User is, has been, or is likely to be using the Services for fraudulent, misleading, or unlawful activities; (iii) there is a threat or attack on any of the Services; (iv) Client’s or any Authorized User’s use of the Services disrupts or poses a security risk to ParkMobile or to any other client, end user, vendor or partner of ParkMobile; or (v) this Agreement expires or is terminated. This Section does not limit any of ParkMobile's other rights or remedies, whether at law, in equity, or under this Agreement. 3. CLIENT RESPONSIBILITIES 3.1 Use of Platform Account. Client is responsible and liable for all uses of the Platform resulting from access provided by Client, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. Client must notify ParkMobile immediately of any breach of security or unauthorized use of Client’s account. 3.2 Parking Information. Client is responsible for setting all rates, zones, and other required information regarding its Parking Locations offered through the ParkMobile Application and for keeping such information up to date within the Platform. 3.3 Effect of Client Failure or Delay. ParkMobile is not responsible or liable for any delay or failure of performance caused in whole or in part by Client's delay in performing, or failure to perform, any of its obligations under this Agreement. 4. SERVICE AND SUPPORT 4.1 Scheduled Maintenance. ParkMobile will use commercially reasonable efforts to schedule downtime for routine maintenance of the Services between the hours of 12:00 a.m. and 4:00 a.m., Eastern Time; however, ParkMobile may modify this window from time-to-time by providing Client with advance notice. If ParkMobile anticipates that it will need to perform maintenance activities that are likely to be disruptive to the use of the Services outside of the scheduled maintenance window, ParkMobile will use commercially reasonable efforts to give Client at least 24 hours prior notice. Notwithstanding the foregoing, ParkMobile reserves the right to perform any required emergency maintenance work outside of the scheduled maintenance window. To the extent practicable, ParkMobile will use commercially reasonable efforts to notify Client before commencing any emergency maintenance outside of the scheduled maintenance window and will use commercially reasonable efforts to limit or avoid impact to use of the Services. 4.2 Client Support. ParkMobile will use commercially reasonable efforts to assist Client with any technical support that Client may reasonably require in using the Services. ParkMobile will provide technical support for rate and configuration changes to Client Monday – Friday (excluding holidays) between the hours of 8:00 a.m. and 6:00 p.m. (ET). For issues relating to On-Demand Parking Services, Client may submit a support request via email to support@parkmobile.io. For issues relating to Reservation Parking Services, Client may submit a support request via email to prs@parkmobile.io. ParkMobile will provide Client with emergency technical support 24 hours a day, seven days a week, 365 days a year. In the event of an emergency involving technical and/or system availability issues, Client may contact the on-call engineer via email to applicationsupport@parkmobile.io. 4.3 End-User Support. ParkMobile will provide customer support for ParkMobile Users 24 hours a day, seven days a week, 365 days a year. There are multiple methods that ParkMobile Users can access customer support, such as: ParkMobile’s online ticketing system, in-app chat feature, and toll-free phone number. 5. CONFIDENTIAL INFORMATION 5.1 General. Neither party will disclose the other party’s Confidential Information except to its employees, affiliates, agents, or professional advisors (“Representatives”) who need to know it and who have a legal obligation to keep it confidential. The receiving party will use the disclosing party’s Confidential Information only to exercise rights and fulfill obligations under this Agreement. The receiving party will ensure that its Representatives are also subject to the same non-disclosure and use obligations. The receiving party may disclose the other party's Confidential Information when required by law after giving reasonable notice to the disclosing party, if permitted by law. 5.2 Personal Data. In the event a party discloses Personal Data to the other party, the receiving party will have the right to use the Personal Data only as required and necessary to perform its obligations under this Agreement. 6. INTELLECTUAL PROPERTY OWNERSHIP 6.1 Client Data. Client Data remains the sole and exclusive property of Client. Client grants ParkMobile a perpetual, irrevocable, royalty-free license to use Client Data in connection with the Services. 6.2 Client Brand Features. Client grants to ParkMobile a nonexclusive, nonsublicensable, nontransferable, royalty free license during the term to display Client’s Brand 310 Exhibit A ParkMobile Service Agreement PSA-LF Page 3 of 6 rev. 09/22 Features in connection with providing and/or marketing the Services. ParkMobile will not make any use of Client’s Brand Features in a manner that dilutes, tarnishes or blurs the value of such Brand Features. 6.3 ParkMobile IP. Client acknowledges that, as between Client and ParkMobile, ParkMobile owns all right, title, and interest, including all IP Rights, in and to the Services, including but not limited to the ParkMobile Application and the Platform. 6.4 ParkMobile Brand Features. ParkMobile grants to Client a nonexclusive, nonsublicensable, nontransferable, royalty free license during the term to display ParkMobile’s Brand Features in connection with the Services, subject to ParkMobile’s Brand Guidelines available at https://parkmobile.io/company/parkmobile-media- assets/logos/. Client will not make any use of ParkMobile’s Brand Features in a manner that dilutes, tarnishes or blurs the value of such Brand Features. 6.5 ParkMobile User Data. ParkMobile User Data remains the sole and exclusive property of ParkMobile. ParkMobile may sublicense certain ParkMobile User Data to Client upon Client’s execution of ParkMobile’s Data Protection Agreement. Client will not, directly or indirectly: (i) sell or resell ParkMobile User Data in any capacity or form; (ii) create any derivative work using ParkMobile User Data; or (iii) use ParkMobile User Data for purposes other than those specifically allowed in this Agreement. Notwithstanding the foregoing, the parties acknowledge and agree that ParkMobile will not sublicense or provide any PCI Data to Client. 6.6 Resultant Data. Resultant Data remains the sole and exclusive property of ParkMobile. ParkMobile grants Client a revocable, royalty-free, non-exclusive, non-assignable, non-transferable license to applicable Resultant Data for the duration of the term only for Client’s internal use in connection with the Services. 6.7 Reservation of Rights. ParkMobile reserves all rights not expressly granted to Client in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Client or any third party any IP Rights or other right, title, or interest in or to the ParkMobile Application and/or the Platform. 7. FEES AND PAYMENT 7.1 Limited Payment Agent. Client appoints ParkMobile as its agent for the limited purpose of receiving, holding, and settling payments made by ParkMobile Users to Client in connection with the Services. Client acknowledges and agrees that receipt of payment from ParkMobile Users in connection with the Services by ParkMobile shall be deemed the same as receipt by Client itself. 8. LIMITATION OF REMEDIES AND DAMAGES 8.1 Exclusion of Damages. EXCEPT AS OTHERWISE PROVIDED IN SECTION 10.3, IN NO EVENT WILL 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 THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (A) LOSS OF PRODUCTION, USE, BUSINESS, REVENUE, OR PROFIT OR DIMINUTION IN VALUE; (B) IMPAIRMENT, INABILITY TO USE OR LOSS, INTERRUPTION, OR DELAY OF THE SERVICES; (C) LOSS, DAMAGE, CORRUPTION, OR RECOVERY OF DATA, OR BREACH OF DATA OR SYSTEM SECURITY; (D) COST OF REPLACEMENT GOODS OR SERVICES; (E) LOSS OF GOODWILL OR REPUTATION; OR (F) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES, REGARDLESS OF WHETHER SUCH PERSONS WERE ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. 8.2 Cap on Monetary Liability. EXCEPT AS OTHERWISE PROVIDED IN SECTION 10.3, IN NO EVENT WILL THE COLLECTIVE AGGREGATE LIABILITY OF PARKMOBILE ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING UNDER OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY, EXCEED ONE TIMES THE TOTAL AMOUNTS PAID TO PARKMOBILE UNDER THIS AGREEMENT IN THE 12 MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THE FOREGOING LIMITATIONS APPLY EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE. 8.3 Exceptions. The exclusions and limitations in Section 10.1 and Section 10.2 do not apply to ParkMobile's obligations under Section 9 or liability for ParkMobile's gross negligence or willful misconduct. 9. ADDITIONAL TERMS 9.1 Inclusion of Non-Participating Agencies. During the Term of this Agreement, ParkMobile agrees to extend the pricing, terms, and conditions of this Agreement to any other government agency and/or municipality located in the State of Florida (each a “Florida Agency”) that wishes to receive the Services. This provision does not require a Florida Agency to purchase from ParkMobile; however, it allows Florida Agencies, at their sole discretion, to make use of Client’s competitive process and purchase directly from ParkMobile. All purchases made by other Florida Agencies shall be understood to be transactions between that Florida Agency and ParkMobile. Client shall not be responsible for any such purchase and shall not be a party to such agreement. For the sake of clarity, this provision does not modify or supersede any pre-existing agreement between a Florida Agency and ParkMobile. 10. GENERAL TERMS 10.1 Third-Party Beneficiaries. There are no third-party beneficiaries under this Agreement. 311 Exhibit A ParkMobile Service Agreement PSA-LF Page 4 of 6 rev. 09/22 10.2 Export Control. Client will comply with all export and import laws and regulations of the United States and other applicable jurisdictions. Without limiting the foregoing, Client: (i) represents and warrants that it is not listed on any U.S. government list of prohibited or restricted parties or located (or a national of) a country that is subject to a U.S. government embargo or that has been designated by the U.S. government as a “terrorist supporting” country; (ii) will not (and will not permit any third parties to) access or use any Service in violation of any U.S. export embargo, prohibition or restriction, and (iii) will not submit to any Service any information that is controlled under the U.S. International Traffic in Arms Regulation. 11. DEFINITIONS "Access Credentials" means any user name, identification number, password, license or security key, security token, PIN, or other security code, method, technology, or device, used alone or in combination, to verify an individual's identity and authorization to access and use the Platform. "Authorized User" means Client's employee, consultant, contractor, and agent who is authorized by Client to access and use the Platform under the rights granted to Client pursuant to this Agreement. "Brand Features" means a party’s trade names, trademarks, service marks, logos, domain names, and other distinctive brand features. "Client Data" means any data specific to Client’s operation that is provided by Client to ParkMobile to be used in the provision of Services that is not available to ParkMobile publicly or by other means. "Confidential Information" means information that one party (or an affiliate) discloses to the other party under this Agreement, and that is marked as confidential or would normally be considered confidential information under the circumstances. It does not include information that is independently developed by the recipient, is rightfully given to the recipient by a third party without confidentiality obligations or becomes public through no fault of the recipient. "Documentation" means any manuals, instructions, or other documents or materials that ParkMobile provides or makes available to Client in any form or medium and which describe the functionality, components, features, or requirements of the Services. "IP Rights" means 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. "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 parking, parking lots, parking decks, permitted parking, and other facilities where ParkMobile Users may park. "ParkMobile Application" means 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 facilities the payment of parking transactions. "ParkMobile User" means an end user that uses the ParkMobile Application. "ParkMobile User Data" means information, data, and other content, in any form or media, that is submitted, posted, or otherwise transmitted by or on behalf of a ParkMobile User, directly or indirectly, through the ParkMobile Application. "PCI Data" means, as applicable, payment card number, cardholder name, expiration date, card verification code or 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 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 provided by ParkMobile under this Agreement. 312 Exhibit A ParkMobile Service Agreement PSA-LF Page 5 of 6 rev. 09/22 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. 313 314 DocuSig n En velope ID: 1331 BCA0 -0A 7B-4990-A928-A446B35B915A . . EXHIBITS FEE SCHEDULE Pa.rkMoblle shall charge the end user an end-user fee as outlined In the plicJng below: Con\loomn~ Fee paid by Residents Convenience Fee ~id by Non•Rtsidtrrts uUlirln9 ParkMobllo W.allot Convcn1Mce f PC paid by Non:Ru!Chnts wltflout ut_nwns Parll'MobHc wanDt 24 $0.3-0 _$0.3.5 ATTACHMENT A RESOLUTION & COMMISSION AWARD MEMO 315 316 RESOLUTION NO~ 2024-32867 \__ --~ ----------- A RESOLUTION OF THE MAYOR AND CITYCOMiVIISSION OF THE CITY OF MiAI\III BEACH, FLORIDA, APPROVING THE .AGREEMENTS WITH PARKMOBILE, LLC, AND PAYBYPHONE US INC., FOLLOWING· THE SUCCESSFUL NEGOTIATIONS· BY THE ADMINISTRATION, PURSUANT TO REQUEST FOR QUALIFICATIONS (RFQl NO. 202~-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 Februaiy 1, 2023, the Mayor and City Commission approved to issue an RFQ for mobile parking payment solutions; and WHEREAS, Ot1 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. • Honkmobil~ 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 t_o con.sider proposals; ~nd • 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 propo.sai; and WHEREAS, the Committee. was instruqted 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 rank(;ld -PayByPhone US Inc. 3rd ranked -Parkeon, Inc. (Flowbird) 4th ranked -Mobile Smart .City Corp 5th ranked -HonkMobile USA LTD. 7 317 6th ranked -Passpo,rt Labs; Inc. 7th ranked -Zipby USA LLC 8th ranked ~ Hotspot Parking Inc . . 9th ranked-Fro.gparkir,g, Inc. WH~REA$, on June 28~ 2023, via Resolution No. 2023-32625, the Mayor and City Commission authorized the Administration -to ~imultaneou~ly negotiate with ParkMobile, LLC, and PayByPhone US Inc., the first and seccmd-ranked firms, respectively, with the final negotiated Agreemelit{s) subject tq the prior approval of the Mayor and City· Commission; and • WHEREAS, a~ qirected by the City Commission-, the Adm_inistration successfully negotiated agreements with ParkMobile, LLC a.nd PayByPhor,e US Inc. NOW~ THEREFORE, B'E IT DULY. RESOLVED BY THE MAYOR AND CITY ·coMMIS$10N OF THE CITY OF MIAMI BEACH, FLORIDA, that the Mayor and City Commission approve the agreements witn ParkMobile, LLC, and PayByPhone Us Inc., following the successful negotiations by the Administration, pursuant to request for qualificatiom~ (RFQ) No, 2023-051-wg for Mobile Parking pgynient ·S·ystems; 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_ Jt4nkc,ry 2024. RAFA.EL I;:. GRANADO, CITY CLER~JY-1,111 STE:VEN MEINER, MAYOR- A~~ .. ~~~ • f /~\ . • • 'I \ {INCORP ORATE~ J \~. .h;'fof '"t.*c-~,f'~-' ....... ~ Sponsoted by Commissioner Alex J. Fernandez 8- :APPROVED AS TO FORM & LANGUAGE & FOR EXECUTION . 318 MIAMI BEACH Agenda Item: C2 D Date: 1-31-2024 C~y of Miami Beach, 1700 Convention Center Drive, Miami Beach, Florida 33139. www.miamibeachfl.gov TO: FROM: DATE: COMMISSION MEMORANDUM Honorable Mayor Steven Meiner and Members of the City Commission Alina T. Hudak, City Manag~ January 31, 2024 (f-,, ,. SUBJ~CT: 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 TQ REQUEST FOR QUALIFICATIONS (RFQ) NO. 2023-051-WG, FOR MOBiLE PARKING PAYMENT SYSTEMS; AND AUTHORIZING THE CITY MANAGER AND C_ITY CLERK TO EXECUTE THE FINAL AGREEMENTS RECOMMENDATION It is recommended that the M~yor and City Commission adopt the Resolution approving the- agreements with Pa_rkMobile,. LLC, and PayB,YPhone ·us, Inc., pursuant to Request for Qualifications (R.FQ) 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 Mo.bile parking payment systems provide an alternative to the traditional ways of paying for parking Sl,1¢h as parking meters. Many firms offer mobile parking payment technology to use.rs thro·ugh 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 w~s .set to expire on February 23, 2023. On October 26_,. 2022, the City Comtniss•ion directed the Administration to explore options for contracting with the best mobile parking payment application servic~. 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 fallowing: 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. 3 319 2jPage 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 2·02s. The. other four ( 4) agencies responded that they were piggybacking off the City of Miami/Miami Parking Authority Contract. • The City qf Miami/Miami Parking Authority's co·ntract with PayByPhone is similar to the City's current contract with ParkMobile in that it allows for a resident discount rate and does n·ot charge residents a transaction fee. However, uniike the City's cljrrent c;:ontract, 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 estimat~ is based or, 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 preferenc13 language that typically precludes other agencies from piggybacking. Staff was unable to identify a contract awarqed 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 ag~ncy's Gontract without modification. During the research. process, staff learned that some jurisdictions (e.g., the City of Tampa) had awarded contracts for mobile park,ing payment solutions to n:,ore 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 s.olution provider used by a majority of neig_hboring jurisdictions. The solicitation would aJso allow an award of a contract to more than one mobile parking payment solutions provider if the City Commission deems that doing so is fn the City's best interest On February 1, 2023:, the Mayor ~nd 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 pa"yment 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., conve.ned to consider the proposals received. The results of the Evaluation Committee process are detailed in Attachment A ahd resulted in the following rankings: 1st ranked-P~rkMobile,. LLC 2nd ranked -PayByPhone US inc. 3rd ranked -Parkeon, Inc. (Flowbird) 4th ranked -Mobile Smart City Corp 4 320 3, IP a g o=.i -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, tLC, and PayByPhone U~:nnc., the first and second-ra11kec;rfirms, 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:f>aybyPhone to·our payment options will·furtherfacilitate 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 wa.iver of transaction/<;:onvenience fees and agreeing to an acceptable res•ident access format resulted in extensive negotiations. ParkMobile waives transaction fees for City residents. Pay,byPhone 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 arid a cooperative spirit, this goal was reached. The negotiated Agreements are attached h·ereto as Attachment A. The most significant terms are hi_ghlight~d below. 0 The initial term of this Agreement shall be for a period of five (5) years. At the City Manageris sole ~nd 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. 0 Both firms have ~greed to waive transaction/cpnyenience fees for City residents. 0 s·oth firms agree to Transaction/Convenience fees for non-residents of $.35 per session. 0 PaybyPhone and ParkMobile will collaborate to provide signage (ParkMobile will design, procure and deliver the signage and PaybyPhone will cover all costs). 0 ParkMobile will continue to utilize the current zones deployed throughout the City. • For non-residents, PaybyPh·one will utilize the same zones deployed by ParkMobile. • However, for residents, PaybyPhone will. require unique zones to access the $.35 transaction fee waiver. LOBBYl·ST 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 wtiich, as defined in Code Sec. 2-481, includes a principal engaged in lobbY.i.ng? No 5 321 41Page -2. If so, specify name of lobbyist(s) and· priAcipal(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 collecteo. through ParkMobile. Pursuant tQ this agreement ParkMobile al"ld PayByPhone will collect parking revenue for the City oJ .Miami Beach. A $.35 transaction/convenience fee is charg~d to non-residents. Transaction/conven.ienGe-fees· are waiVed for City of Miarni Beach residents. ACCOUNTS·. • This is. a revenue coUection. aQreement. Ga-NCLUSION: Based on the· foregoing, it is recommended that the Mayor .and City Commission adopt the Raspl_ution, -approving the-agre~ll'.lents with ParkMqbile, LLC, and PayByPhone us Inc., pu~uant to Request for Qualifications(RFQ) No. 2023-051-WG, for mobile parking payment systems. The Resolution also aµthorizes th~ City· Manager-an_d· City Clerk to execute the final agreements with Park.M~bile, LLC, and PayByPhone US Inc. -ATTACHMENTS: .A ---Agreement. with ParkM·obile, LLC 8 --Agreement with PayByPhon~· US loc. 6 322 ATTACHMENT A PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF MIAMI BEACH AND PARKMOBILE, LLC FOR Contract no.23-051-01 MOBILE PARKING PAYMENT SYSTEM, PURSUANT TO REQUEST FOR QUALIFICATIONS 2023-051-WG This Professional Services Agreement ("PSA") and the ParkMobile, LLC. Service Agreement tService Agr~ement"J, collectively, the "Agreement" is entered into this ____ ("Effective Date"), between the CITY OF MIAMI BE"CH, FLORIDA, a municipal corporation organ·ized and existing under the laws of the State -of Florida, having its principal offices at 1700 Convention Center Drive, Miami Beach, Floriqa, 33139 (the "City''), and ParkMobile, LLC, a Delaware Limited Liability Cqrporation, whose address is 1100 Spring Street Northwest. Suite 200, Atlanta, GA 30309 ("Vendor" or "ParkMobile"), Additional Parking Locations: Agreement: Authorized User: City Manager: City Manager's , Designee: Vendor Ii::' Rights: SECTION 1 DEFINITIONS As defined in Section 12.1 of the Agreement. This Professional Services Agreement between the City and Vendor, including any exhibits and amendments thereto and the ParkMobile Service Agreement, collectively the "Agreement". 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. The chief administrative officer of the City. The City staff member who is designated by the City Manager to administer this Agreem·ent o_n behalf of the City. The City Manager's designee shall be the Parking Department Director. For the purposes of this Agreement, Vendor shall be deemed to be an independent contr~ctor, and not an agent or empioyee of the City. Any and all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to 1;1ny patent, copyright, trademark, trade secret. database protection, or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world. ' ' 1 9 323 Parking. Locations: Platform: Services: Transaction Fee: Exhibit 8 Parking R.ate: ParkMobile Application: Proposal Documents: Risk Manager: Transaction Data: User Profile Data: Contract no.23-051-01 The loca\ion or locations of City's on-street parking, off-street parking., reservation par.king, parking lots, parking decks, permitted parking, and other facilities where ParkMobile. Users may park. 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, manag~ arid/or monitor parking sessions, parking rates, and/or parking restrictions associated with City's Parking Locations. The Park.Mobile Application, the • Platform, and all services, work and actions by the Vendor performed or undertaken pursuant to the Agreement. The Fee charged by the Vendor to the user per transaction as set forth in The fee charged by the City for use of the parking space. Any and ~II 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 shall mean City of Miami Beach RFQ No. 2023-051- WG for Mobile Parking Payment System, together with all amendments thereto, iss1.,1ed 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 anq this Agreement, the following order Of precedent shall prevail: the Professional Services Agreement; the RFQ; the Services Agreement, and the Proposal. 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. lnfOrmatioFl 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. Any information about or with respect to Park.Mobile users· that is not related 'to parking ses$ions at the Parking Locations, including without 10 324 Contract no.23-0Sl-O1 limitation, information provided by users upon registration for a ParkMobile account and data about the user's actlvity in the ParkMobile account or the Application. Merchant of Record: Refers to t!Je entity tt\at, 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. SECTION2 SCOPE OF SERVICES 2.1 In consideration of the Fee to be paid tQ Vendor by the City, Vendor shall provide the work and services described in Exhibit "A" hereto (the "Ser:vices"). Although the Vendor may be provided with a schedule of the avaiiable hours to provide its Services, the City shall not control nor have the right to control the hours of the Services p·erformed oy the Vendor; where the Se_r:vices 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 a.nd conditions set forth in ·Exhibii "Bn andto the reasonable satisfaction of the City Manager. If there are any questions regarding the Services to be performed, the Vendor should contact the foilowing 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 Vendo'r's Services, and any deiiverables 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 u·pon the mutual written agreement of the parties, the "Services", as further defined in Secticm 1 ). ParkMobile shall renqer 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 ParkMobUe 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 11 325 Contract no.23-051-01 If the City requires additional work and/or services that are not included in this Agreement, rarkMobile and the City shall negotiate such additional work and/or services, mulually c1grtJtJ un the amoL,Jnt of addition~! compensation,. ar:id 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 reasonabiy require in relation to using the Services. In ·furtherance of the foregoing, Park.Mobil~ agrees to provide the City with preventative ma,intemance, corrective maintenance, adaptive maintenance and online, on-site and telephone support with respect to the Services. Each of PatkMobile and the City shall promptly notify the other of any errors or f nterruptions 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) Gorrected software applicable to the Services; {ii) corrected materials in hard copy or electroni~ form describing the use and ope(ation of the software appli~ble to the Services, including any manuals and programming tools; (iii) ir,istructions 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 a.ct on behalf of the other p~rty other th~n as set forth· in this Agreement or to enter into any contract or to in.cur 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 p~rty 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 ahd conditions of this Agreement, all applicable laws and regulations, and City's payment bffeesl ParkMobile hereby grants the City the nonexclusive, none.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 tne 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. l'n. all instances, the City's use ofthe 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 12 326 Contract n~.23-051-01- 2;9 Proposal Documents. Notwithst~nding the description of ParkMobile's services and wit!'loijt limitatio·n, ParkMobilo 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 it'lcorporated by reference as if fully set forth herein). SECTION 3 TERM The term -of this Agreement ("Term") sha.11 commence.on the date identified in the notice provided by the City Manager's Desigliee stating that all initial slgnage contemplated under Section 10.11 has been installed {"Signage Installation Notice"),. and shall nave an initial term of Five (5) years, with two (2) additional two-ye~r re11ew~I options, to be exercised at the City Manager's sole option and discretion, by providing Vendor with written n·ouce of same no less than thirty (30) days prior to the expiration of the initial term. Notwithstanding the Term provided herein, Vendor !:ihall adhere to any specific timelines, .schedule~. date~. 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 F~E 4.1 City shall reimburse ParkMobile as s~t forth in Exhibit B and in accordance with Section 4.6. ParkMobile may propose· an increase in the end user fees outlined in Exhibit a,. not more often than once iii a calendar year, to adjustfor 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 v.aried 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 Sigliage 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. Park.Mobile's prices do not include sales, use, revenue or excise taxes, and accordingly, in addition to the price specified herein; tt,e amount of any sales, use, excise or other similar tax ~pplic_able to the Services provided hereunder shall be paid by the City, including any taxes appl'icable on fees paid by the cons.umer1 or, in lieu thereof, City shall provide ParkMobil.e with a tax exemption certificate issued by the appropriate taxing authority. 4.3. Billing Disputes. The City shall not be entitled to suspend payment 9f any disputed invoice$. Any disputes must be submitted to ParkMobile in writing and with an explanation of the reason far 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 13 327 Contract no.23-051-01 ParkMobile shall charge the City for ordinary, necessary and reasonable third party costs only on direct cost basis and only after the prior written approval of the City. 4.5 Merchant of Record for Prepayment Method. For any fees collected by Parkmobile via prepaid cards, Google Pay, Apple Pay PayPal or a similar prepayment application, the parties designate ParkMobile as the merchant of record. On a monthly basis, ParkMobile shall provide the City a report of all transaction fees collected on their behalf and issue a reimbursement check to the City. All fees paid under this Section 4.5 shall be paid to the City no later than 45days after invoice. 4.6 Invoices. ParkMobile will issue invoices to the City on a monthly basis for all fees due to ParkMobile under this Agreement. All payments due under t_his Agreement shall be paid within thirty ( 45). days of the, invoice date. All invoices shall include a detailec! description of the Services (or portion thereof) provided. All invoices submitted to the City shall be submitted to· the. following address: Accounts Payable: Payables@miamibeachfl.gov SECTION 5 TERMINATION 5.1 TERMINATION FOR CAUSE BY THE CITY a. If either party shall fall to fulfill or ·otherwise violate any of the covenants, agreements, or stipulations in this Agreement, and such material breach rernains uncorrected for thirty (30) days after receipt of notice by the otnei-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 su~h 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 CONV~NIENCE 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 . 14 328 Contract no.23-051-01 SHALL BE THE TOTAL EXTENT OF THE CITY'S LIABILITY TO PARKMOBILE UPON A TERMINATION AS PROVI_DED FOR IN THIS SECTION. ADDITIONALLY, IN THE EVENT OF A PUBLIC HEAL TH, 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 notjce 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 receive$ 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 liqu_idation proceedings or pro<;:eedings to be adjudicated as voluntarily bank~upt; (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 ParkM0bile all materials in its possessjqn 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 15 329 Contract no.23~051-01 hereunder, whether or not notice of such indemnification clain, 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, om'issions 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 oJ 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 inj,ury 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, fhen 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 16 330 Contract lio.23-051-01 D. Umbrella Liability Insurance in an amount no l~ss than $5,000,000 per occurrence. The umbrella coverage must bo as broad as tho primary General Liability coverage. Additional Insured -City Qf 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 furnish~d in connection with such work or operations and automobiles pwned, leased, hired or borrowed in the form of an-endorsement to the Vendor's. insurance, Notice of Cancellation -Each ·insurance policy .requir~d above shal_l 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 reQeived. a waiver of subrogation end_orsement from the ~Ure~ • Acceptab.ility of Insurers -Insurance must be placed with insurers with a current A.M. Best rating of A:V.11 or higher. If not rated, exceptions may be made for mer:nbers of the Florida lnsu.ra.n.c~ Funds (i.e. FWCIGA, FAJUA). Carriers may 1;1lso be considered if they .are licensed -anq authori~ed to do insurance business in the State of F·lorida. 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 ce~ifk:ates 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 Vendo~s obligation to provide them. The City reserves, the right to require complete, certified copies of an 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 lnsura11ce Compliance Services P.O. Box947 Murrieta, CA 92564 Kindly ~ubmit all certificates of ins.urance, endorsements. ,exemption letters to our servicing agent, EXIGIS, at: Certi.ficates-m1amibeach@riskworks.com Special R,isks or Circumstances -The City of Miami BE;1ach reserves the right to modify these requireme.nts, including limits, ·based on the nature of the risk, prior experience, insurer, coverage; or other special circumstances. C<;>mpliance with the foregoing requirements shall not relieve the vendor of his liability and obligation under tnis section or under any other section of this agreement. 9 17 331 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 enforceabie 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 o·F 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 he 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. • SECTION9 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 18 332 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 feder~I government. as applicable. • 9.3· PATENT RIGHTS; COPYRIGHT: CONFIDENTIAL FINDINGS a. ParkMobile agrees to defer.id 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 P~rkMobile 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 n·o admissions or other stat~ments whi~h may be prejudicial to ParkMobile. In n9 event shall City consent to any judgment or decree or do any other act in com promise of any such claim without ParkMobile's express prior written consent. In-no event will ParkMobile be liable for the payment of any amount agreed to in settlement without its express consent. b. In the !3Vent 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 Unitec;I 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 s.oftWare, 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 specification~ if such infringement would have been avoided but for use of the· Services not in accordance with P;arkMobile 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 lnfonnation"} (including the terms of this Agreement and any information provided by the other party that is confidentially maintained ot 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 co.nfidential, given the context} except: 11 19 333 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 disclosir:ig 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 20 334 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 tlme, within budget and in conformance with the contract documents and applicable law. The Inspector G~neral 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 th~ 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 prqcurement process including but not limited to project design, bid specifications, (bid/proposal) subtnittals, 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 st"!all 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, ba~k-chahge 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 avaiiable at its office at all reasonable times the records, materials, and other evidence regarding the acquisition (bid preparation) and performanc;e 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 21 335 Contract no.23-051-01 i. 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 ijll 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 hereund~r. 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 disGrimination 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 22 336 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 cquld 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 deleg~te 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 c.omply with Florida Public Records law under Chapter 119, Florida Statutes, as may be amended from time to time. (B) The term "public record~" 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 !aw; (.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 disclos!-lre 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 eopy 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 23 337 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 l'T)ay be subject to penalties under s. 119.1 O. (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 r,otices 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 busi·ness days after the notice is sent is not liable for the reasonable costs of enforcement. (F) IF THE VENDOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE VENDOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT: CITY OF MIAMI BEACH ATTENTION: RAFAEL E. GRANADO, CITY CLERK 1700 CONVENTION CENTER DRIVE MIAMI BEACH, FLORIDA 33139 E!"MAIL: RAFAELGRANADO@MIAMIBEACHFL.GOV PHONE: 305-673-7411 10.8 FORCE MAJEURE (A) A "Force Majeure" event is an event that (i) in fact causes a delay in the performance of the Vendor or the City's obligations under the Agreement, and (ii) is beyond the reasonable control of such party unable to perform the obligation, and {iii) is not due to an intentional act, error, omission, or negligence of such party, and (iv) could not have reasonably been foreseen and prepared for by such party at any time prior to the occurrence of the event. Subject to the foregoing criteria, Force Majeure may include 16 24 338 Contract no.23-0S1-01 events such as war, civil insurrection, riot, fires, epidemics, pandemics, terrorism, sabotage, explosions, embargo restrictions, quarantine restrictions, transportation accidents, strikes, strong hurricanes or tbrnadoes, 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 ~ Fc;,rce 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 25 339 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 Agre~ment, entitling City to terminate the Vendor's contract for cause. (3) A contract terminated under the foregoing Subsection (8)(1) or (8)(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 (8)(1) or (8)(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 (8)(1 ), V~ndor 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-exclusiv~ 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 t~at the representatives of the parties shall communicate directly with 18 26 340 Contract no.23:..051-01 one another and work directly with one anotner to ensure that all Services provided hereunder -are completed on a timely and complete bc;isis. All meetings pursuant to this Section 10.11 may be face to face, video or telephonic meetings as may be agreed upon by the parties. Each party shall bear its own costs of attending or participating in such meetings. 10.12 SIGNAGE ParkMobile shall, at no cost to the City, coordinate with PayByPhone to design, procure, and deliver all signage for the Parking Locations, including any signage necessary to replace outdated signage placed t;1t 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, .ParklVJobile 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 eac_h Parking Location. SECTION 11 NOTICES . Until changed by notice, in writing, au such notices and communications shall be addressed as follows: TO VENDOR: TO CITY: ParkMobile, LLC 1100 Spring Street Northwest, Suite 200 Atlc:1nta, GA 30309 Attn: Brooke Krieger For legal notices: With a copy to ParkMobile's Legal Department at the above address and to legal-notices@parkmobile.io City of Miami Beach, Parking Department C/0 Parking Director 1755 Meridian Avenue, 2nd Floor Mi~mi Beach, Florida 33139 MonicaBeltran@miamibeachfl.gov AU 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 27 341 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 Adqitional Parking Locations or parking spaces. 12,2 SEVERABILITY If any term or provision of this Agreement ls 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 p~rmitted 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 th~t they have sought and received. whatever competent aqvice and counsel as was necessary for them to forrn ~ full and complete understanding of all rights and obligations herein and that the preparation of this Agreement has been a joint effort of the parti~s. 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, 1;1nd 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 a4thorized 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 28 342 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 dF OR IN CONNECTION WITH ANY THIRD PARTY HARDWARE USED IN CONNECTION WITH THE SERVICES TO BE PERFORMED HEREUNDER BY SUCH PARTY OR THE RES\,JLTS 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, cor~spondence, 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 29 343 Contract no.23-051-01 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their appropriate officials, as or lhe dale nri:;l entered above. FOR CITY: ATTEST: By: Rafael E .. Granado, City Clerk Date: _________ _ FOR VENDOR: PARKMOBILE, LLC By: _________ _ Print Name and Title Date: _________ _ CITY OF MIAMI BEACH, FLORIDA Alina T. Hudak, City Manager APPROVED AS TO FORM & LANGUAGE & FOR EXECUTION ~ '4~-~ \2,/2,[ 2.-, }1, City Attorney §tJ't'" Date 22 30 344 EXHIBIT A SERVICE AGREEMENT 23 31 Con~ract no.23-051-01 345 EXHIBIT B FEE SCHEDULE Contract p.o.23-051-01 ParkMobile shall charge the end user an end-user fee as outlined in the pricing below: Convenience Fee paid by Residents Convenience Fee paid by Non.Residents utilizing ParkMoblle Wallet Convenience Fee p~ld by Non-Residents without utlllzing ParkMobile Wallet 24 32 $No Fee $0.30 $0.35 346 ATTACHMENT B Contract no. 23-051-02 PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF MIAMI BEACH AND PAVBYPHONE US INC. FOR MOBILE PARKING PAYMENT SYSTEM, PURSUANT TO REQUEST FOR QUALIFICATIONS 2023-051-WG This Professional Services Agr~ement ("PSA") and the PayByPhone US Inc., Service Agreement ("Service Agreement"), collectively, the "Agreement" i.s entered into this ____ ("Effective Date"), between the CITY OF MIAMI BEACH, FLORIDA, a municipal corporation organized and existing under' the laws oft.he 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 Yori<, New York 10005 ("Vendor" or "PayByPhone"). Additional Parking Locations: Agreement: City Manager: Gity Manager's Designee: Vendor IP Rights: SECTION 1 DEFINl11ONS As defined in Section 12.1 of the Agreement. This Professional Service_s Agreement between the City and Vendor, including any exhibits and amendments thereto and the PayByPhone Service Agreement, collectively the ~Agreeme.nt". The chief administrative officer of the City. The City staff memberwho 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. For the purposes of this Agreement, Vendor shall be deemed to be an independent contractor, and not an agent or employee of the City. Any and all registered and unregistered rights granted, applied for, or otherwise now or hereafter in exi~tenc.e under or related to any patent, copyright, trademark, trade secret, database protection, or other intellectual property rights laws, and ~II similar or equivalent rights or forms of protection, in any part of the world. 1 33 347 Parking Locations: Platform: Services: Convenien~e Fee: Parking Rate: Transaction Fee: Proposal Documents: Risk Manager: Transaction Data: User Profile Data: Contract no. 23-051-02 The locatiqn or locations· of City•~ on-street parking, off-street parking, reservation parking, parking lots, parking decks, permitted parking, and other facilities where PayByPhone users may park. 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. The PayByPhone applications, the Platform and all services, work and actions by the Vendor performed or undertaken pursuant to the. Agreement. The fee charged to the user by the City, as set forth in E);(hibit B, that is non-embedded and on top of the Parking Rate. The fee charged to the user by the City for use of the parking space. The fee charged· by the Vendor to the City per Transaction as set forth in Exhibit B. Proposal Docl!ments shall' mean City of Miami Beach RFQ Nf:>. 2023-051- WG for Mobile Parking Payment System, together with all amendments thereto, issued by the Cfty in contemplation of this Agreement RFQ, and the Vendor's proposal in rE;isponse thereio ("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. 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. lnformati~n 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. 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 34 348 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. SECTION2 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 "N' hereto (the "ServiGes"). Although the Vendor may be provided with a schedule of the available hours to provide its Services, the City shall not control norhave 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"N' 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 Qepartment 175$ Meridian Avenue, 2nd Floor Miami Beach, Florida 33139 (305) 673-7000 ext. ~6863 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 des·cribed. 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 request~d 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 nQt limited to, a third party delaying integration set up. 3 35 349 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 $ervices, 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) correc;ted 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) instructio·ns 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 m1,Jtually 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 ~ther party other than as set forth in this Agreement or to enter into any contract or tp 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 i.t 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 grant.s the City the nonexclusive, non- transferable, non-sub-licensable, revocijble 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 pc;1rty 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 36 350 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 i_ncorporated by teference as if fully set forth herein). SECTION 3 TERM The term of this Agreement ("Term") shall commence on fh~ 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 C'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, schequles, 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 ~nd in accordance with Section 4.2. PayByPhone may propose an increase in the Transaction Fees· outlined in E:xhibit 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. Howeyer, 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@miamibeachfl.gov 4.3 Taxes. PayByPhone's -prices do not include sales, use, revenue or excise taxes, and accordingly, in ijdditior:i 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 Ci~y. 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 ih 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 37 351 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 orie (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 l?\JCh material breach remains L!ncorrected 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 Qe 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 THAi 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 HEAL TH, WELFARE, OR SAFETY CONCE;RN, 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 38 352 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) co.nsent to the filing of a petition seekin·g 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 ot 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 39 353 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 lnd~mnifying 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 Stat[Jte, 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 40 354 Contract no. 23-051-02 Additional Insured -City of Miami Beach must be included by endorsement as an additional insured with respect to all commercial general liability policies. arising out of work or operations performed on behalf of the Vendor including materials, parts, or equipment furnished in connection with such work or operations and automobiles owned, leased, hired or borrowed in the form of an endorsement to the Vendor's insurance. Notice of Cancellation -Each insurance policy required above shall provide that coverage shall not be cancelled, except with notice to the City of Miami Beach c/o EXIGIS Insurance Compliance Services. • Waiver of Subrogation -Vendor agrees to obtain any endorsement that may be necessary to affect the waiver of subrogation on the coverages. required. However, this provision applies regardless of whether. the City has received a waiver of subrogation endorsement from the insurer. Acceptability of Insurers -Insurance must be placed with insurers with a current A.M. Best rating of A:VII or higher. If not rated, exceptions may be made for members of the Florida lns4rance 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 th~ work beginning shall not waive the Ven·dor's obligation to provide them. The City reserves the right to require complete, certified co.pies 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. Box947 Murrieta, CA 92564 Kindly submit all certificates of insurance, endorsements, exemption letters to our servicing agent, EXIGIS, at: • Certificates-miarnibeach@riskworks.com Special Risks or Circumstances -The City of Miami Beach reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances. Compliance with the foregoing requirements shall not relieve the vendor of his liability and obligation under this section or under any other section of this agreement. 9 41 355 Contract no. 23-051-02 $ECTION 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 ~II of the terms or com;titions herein, exclusive vemue 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 $0 doing the City can p.lace 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 actio_n for breach of contract to be limited to a maximum ~mount of one times the total ~mounts paid to PayByPhone under thi!:? agreement in the 12 month period preceding th.e event giving rise to the claim .. Accordingly, and notwithstanding any other term or condition of this Agreement, Vendor hereby agrees that tt)e City shall not be liable to the Vendor for oamages in an amount in excess of one times the total amounts paid to PayByPhone un,der thh; 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 liabl.e for consequential, special, indirect or incidental damages, including but not limited to an¥ damages resuiting 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 a<;tvised of the possibility of such dama·ges. • :SECTIONS 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 42 356 Contract no. 23-051-02 9.2 COMPLIANCE WITH APPLICABLE LAWS In its performance of the Services, Vendor shall comply with all appJicable 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 detennination 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_ c.ompromise 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, PayByP_hone shall, at its option, either: i. promptly render the product non-infringing and capable of providing services ~s 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 it_s product with software, hardware, data, or equipment not supplied by PayByPh9ne 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 infring~ment wouid 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 wQuld 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: L with the other party's consent; 11 43 357 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 who~e confidential information would be disclosed in breach, and shal.I 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 "NoticesD 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 44 358 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 ~f an existing City project or program may include a report concerning whether the project is on time, within b1,Jdget and in conformance with the contract documents and applicable law. The Inspector General shall have the power to audit, investigate, monitor, oversee, inspect ahd 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 ele.cted officials to ensure compliance with the contract documents. and to detect fraud and corruptioA. 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 lnspector General shall have the right to inspect and copy all documents and records in the Vendor's po~session, 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 successfui subcontractors and suppliers, all project-related correspondence, memoranda, instructions, fil'.lancial 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 $tall 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: i. 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 45 359 Contract no. 23-0S1-02 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 suppljers. The Vendor shall incorporate the provisions in this section in e1II subGQntr1::1cts 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 ta 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, Swam 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 discriminatiqn anyone· on the grounds of race, color, national origin, sex, a·ge, disability, religion, income or family status. Additionally, Vendor shall comply fully with the City of Miam_i Beach H4man 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 orig_in, religion, sex, intersexuality, gender identity, sexual orientation, marital and famiiial 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 referenee as if fully set forth herein. 14 46 360 Contract no. 23-051-02 Vendor c~:>Venants that it presently has no interest and shall not acquire any interest, directly or indirectly, which could GQnflict in ariy manner or degree with the perfqrmance 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 l;>usiness 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 recoros 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 47 361 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. 119.1 O. (E) CIVIL ACTION. (1) If a civil action is filed against a Vendor to compel production o( public records relating to the City's contract for services, the court shall assess and award against the Vendor the reasonable costs of enforcerrient, 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 Vendors 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 AP-PLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE VENDOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AG.REEMENT, 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: RAFA'ELGRANADO@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 48 362 (C) (D) (E) 10.9 (A) Contract no. 23-051-02 inclement weather, or failure to secure any of the required pem'lits pursuant to the Agreement. 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 ofevent 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, ano (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. 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. 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. 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 d~lays a party's perfc;,rmance 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; foilowing 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. E-VERIFY Vendor shall comply with Section 448.095, Florida Statutes, "Employment Eligibility" ("E- 17 49 363 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 t_he City's written request, otherwise demonstrate Vendor's compliance with Section 448.095 as described therein. Additionally, Vendor shall expressly require any subcontractor petformln-g 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 fi;lith 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) l.f 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 (8)(1) or (8)(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 (8)(1) or (8)(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 (8)(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 1,8 50 364 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 ParkM0bile 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 ph_ase areas. The City is responsible for the installation of all signs and decals. Ihe num_ber 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: TO CITY: PayByPhone US Inc. c/o PayByPhone Technologies Inc. S00-1290 Homer Street Vancouver, BC V6B 2Y5 Canada Attn: Legal With a copy to: .legal@paybyphone.com Cjty of Miami Beach, Parking Department C/O Parking Director 1755 Meridian Avenue, 2nd Floor Miami Beach, Florida 33139 MonicaBeltran@miamibeachfl.gov All notices mailed electronically to either party shall be deemed to be sufficiently transmitted. 19 51 365 SECTION 12 MISCELLANEOUS PROVISIONS 1.2.1 CHANGES AND ADDITIONS Contract no. 23-051-02 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 Locationsp) or to add parking spaces to an existing Parking Location, the amendment will be effective against both parties if it is in the form of email between implementation personnel of the parties and, effective the date of such email, the Exhibit B will be read to include these Additional Par~ing 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 :acl<nowledge tha~ 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 oy ,p~rties to express their mutual intent and the resulting document shall not, solely as a m~tter of judicial construction, be construed more severely against one of the parties than the other. 12.5 REPRESENTATIONS and WARRANTIES Each of PayByPhon~ 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 52 366 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 a,nd 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 FAUL TS RELATED TO ANY THIRD PARTY HARDWARE OR EQUIPMENT AS MAY BE REQUIRED FOR USE OF TH.E 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 Ve.ndor 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 con~ined 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 in.tended to confer any rights or obligations upon the parties to this Agreement. [REMAINDER OF THI.S PAGE LEFT INTENTIONAlL Y BLANK] 21 53 367 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: ATTEST: ay: Rafael E. Granado, City Clerk Date: _________ _ FOR VENDOR: PAYBYPHONE US INC. By: ___________ _ Satyajit (Sonny} Samra, President Date: _________ _ 22 54 CITY OF MIAMI BEACH, FLORIDA Alina T. Hudak, City Manager APPROVED AS TO FORM & LANGUAGE & FOR EXECUTION { ~\/'7-- City Attorney ~ \Z/22/2..-s Date 368 E.XHIBITA SERVICE AGR~EMENT 23 55 Contract no. 23-051-02 369 Contract no. 2:}-051-02 EXHIBIT A COOPERATION AND SERVICE AGREEMENT For ibe purposes i>ftliis E~IQit C-Cooper~tion and Service Agreemel\t, "P,ayByPhone'' shall mean PayByPhone US lnc,7 a _provider of.enhanced mobile commerce solutions, a "Delaware cotporatioh with its address at 48 Wall. Street, Sµite I l00, New Y 01:k, :New Y orlc 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 PA YMEN'T PLATFORM AND Ai>PLiCATiONS 1.1 PAYBYPHONE 'MOBILE PAYMENT.APPLICATION PayByPhone agrees to roll out_ the PayByPhone m.obile payment service for use, at ·Client's m:anaged and owned ·parking 'facilities ~ ~greec;I up<;in ~Y PayByPhone apd Client, to allQw f<;>r col'is11mt:r.s to pay for the u~c: of Client's parking facilities through personal wireless devices (e'.g., cellular telt:phones) or other wireless systems. QR code access to the-payment servic;e fs not jpcl4ded. 1.2 PA YBYPHONE MANAGEMENT INFORMATIQN ~¥~TE.M Pay By Phone will -operate and manag_e a software aPP,lication for Client that will provide near real time information i;iild mai\ag"emen.t reports. on the ~si;l<;tions co"nc!.ucted utilizing• tht: PayByPhone r:nobile payment service (the "Portal")~ J>ayByPhone will host the ·Portal on its, network. Clien:i will access the Portal ~ugh a browser-based program installed on Cljent's computc,r hardware, 1~3 C(>MPUTER, NETWOR~J:NG ANP l'JJ;I;.~COMMlJNl(:A TION SYSTEMS ]?ayByPhone will own orpossess, and" will operate and maintain, all computer and' networking hardware and·, software .imd data reqilrr!ld to oper:ate tn..t: PayByPhone mobile payment services service as c.ontemplated in this Agreement; other·than Client's existing computer and telecommunications systems. 1.4 M08ILE P~YMEN'r SERVICE ENFORCEMENT Cli~lit agrees tQ supply Wjreless.Oevi.ces.to employees'in the,field to prQvide real time confirmation of validly parked vehicles. LS REPORTS .PayBy.Phone yvill ·provide Client with a set of standard self-serve reports in the· Portal. Any changes-or customizations to the standard set of reports w{ll be subji;:~ to PayByPhope's prior approval aqci then-cun:ent PayByPhone professional services. fees. See https://www.paybyphone.com/pdf/us/pbp_professionalservicessamplerates.pdffor sample rates. 1.6 .P?\YBYPHONE LWEAACTIVE VOiCE RE"SPQNSE P~yByPhorJe wiH provide tiie• Payl3yPhQr,.e_ interactive vo_ice respons!:-solution ("IVR") for use at Client!s managed and/or owned parking.facilities, as agreed upon by Pay:SyPhone and Client,, to allow for consumers to caII and pay for the use Qfthe i>&rking Loc!il:Jon by ca)Iirig the applicable service number di~play_ecf 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 Tr~3ct{o_n made through IVR. 1.7 PAYBYPHPNE ~GHTS & &JES PayByPhone,will provide Client with the PayByPhone Right$ & Rates service ("Rights & Rates'') to aliow Client to coi:itrol c,ligibility to park. at Client parking facilities and to. assign special parking rules and prices to select segments of drivers: In this Agteemen~ a "Right" ·is the entitfotn~ht to start· a parkin~ session at a Parking Location and/or quaiify for a specific rate/restriction. Client is responsible for paying the Rights & Rates implementation and Page 11 -56 370 Contract no. 23-051-02 subscriptio_n fees, ils ouJlined in Appendix A, for the number of Client parking spaces ~ agreed upon between PayByPhone and Client. 1.8 USE OF QR CODE At Gliertt's request, as _part of the PayByPhone mobile payment service, Pay~yPhone wiil 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 irt the payment service is associated with a material risk of fraudulent activity by t_hird 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 !llld, to the extent permitted by l~w, agrees to indemnify PayByPhone against any and ali third party ciaims; actions, losses resulting from or arising out of such fraudulent activity, as set out in section ·8.2 of this Agreemeni. Client Will reimburse PayByPh9ne for the cost ·of removing .fraudulent QR signage from Clienf 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. Pay By Phone will provide evidence supporting determination of the. costs, but PayByPhone's ca/culations-will be conclusive of the same. PayByPhone reserves the right to discontinue the support for the QR code feature with i0 day written notice to Client if the fri,.udulent activity at Client's parking facilities. persists for longer than 6 weeks. 1.9 PA YBYPHONE VALIDATIONS JIORlAL Subject to the term$ and conditions Qf this Agreement;. PayByPhone will provide Client a parking validation subscription service, which allows Client to access a web-based parking validation and coinplimen~ parking management portal to ertier and man~t 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 ~reed 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 tlfe Validations Po~al is set up for Cllent. Client shall not: (a) reverse engineer, decompile, dissemble, or otherw.ise attempt to discover the source code, .object code, or underlying structure, ideas, know-how or -aigorithms reievarit t9 the ValidiitiQns Portal; (b) create derivative works Qased' on the Valid_ations Portal; or (c) encourage or assist any third party· to do the foregoing. SectiQn 2 FEES AND J>A YMENTS 2.1 MERCHANT ACCOUNT Mercpailt account refers to Client's merchant account set up with Client's acquiring bank. PayByPhone will cover the cost oflinking one (I) Client merchant account with PayByPhone's_gateway provider. Client agrees to cover the cost of merchant account µpdates 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. Pi,.yByPhone may, 'execute u~ to ten test transactions per month without adjusting the Client invoice. 2.3 THIRD PARTY ~TEGRATION In the event that system changes (such as Upgrades) by a third party that will impact the PayByPhone integration with Client sub-systems su_ch 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. Sect_ion 3 EXCLUSJVITY Page 12 57 371 Contract ilo, 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 appiicatio11$ {"T.lHrd :Party _Providers"), throµgh_ contracts for tbe same parking facilities and metered stalls covered by this Agreement. Section, 4 :MARKETING, PROMO'(ION AND USER EDUCATION 4.1 MARKEtING EVENTS PayByPhone may condµct on-site marketing.events and c~mpaigns for its service, whereby PayByPhone will inform parking lot consumers or the availability of the PayByJ>ho~e incibile payment setv.ices as \veil as any promotions availabie, with the knowledg!! and approval of Client which is.not to be unreasonably withheld. 4,2 C.LIENT T,RA~NING PayByPhonewill provide initial training to Client using a ''T~in th~ Traintfr;' (th~ '~Client Trainer") model on the self- served. Pay By Pb.one Service,Management Interface (SMI). The said Client Trainer will, at its own expense1 train its staff artd employee~; including ,patroJ!er$, fQ oper~te the mt:>btle parment services 111\d rel~ted applications $d technolog)'. A(lditional training sessions are available at the then current professional services rates. See https://www;paybyphone.coin/pdfllis/pbp:_J>rofessi,Qlilllservicessarnplerates,pqffor satnp.le rates. ,Section 5 INTELLECTUAL PROPERTY 5,1 INTELLECTUAL 'PROPERTY RIGHTS 5 .. 1.1 The parties .acknowledge and agree that ~Y t$lem!ll'ks, p~tents; trade names, logos, trade dress, domain names, copyrights or licenses therein, or other•enforceable intellecwal property rights and whether in hard or electronic copy (collecti:vejy "Intell~al Property'') belonging ~o the other r>artY., given 'to them under this Agreement is lihd shall remain the properly of that party for the duration of the Term· of th.is Agreement. 5..1,,2' Except as eJJ;pressly 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 reserve~ the right to approve ih advance the u.se· of it/l Intelle~ual Property by the other party in upo1.1. 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 r.easonable endeavours to ensure that an such Intelle<;tuill .Property and material ar:e rergove4 from display and/or qestroyed 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 ·recor~s- 5 .1.~ The parties undertake that they have ~fi necessary permissions, licens.es and rights to use the Intellecttia:l "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· P~rty") the ether ( for the p11rposes of t}lis c,lause the "lndenmi:fied Party") against all actions, claim.~. proceedings, costs. and expenses (including reasonable legal' fees) arising from any actual infringement of. Intellectual.Property tights !)f wh!ltev¢r. nature ins.ofar as these relate to the: Intellectual. Property rights developed and ow1.1ed by the· Indemnifying Party or licensed to the Indemnifi'ed Party. Which claims, actions or proceedings arise as a result of the TJ1cJeroni'6ed Party's use of any of the Services, ('l(C('pt that the indemnity shall ·not apply to any actions, claims or proceedings which ,ate attributable to any breach of contract' or negligent act or omission.on the part of the Indemnified. Party or where such act.ions, claims or pro<;c;edings reliite to any developments o'ftbe services carried out by .o,r at the request of the Indemnified Party except where the Indemnifying Party knew or ought to have known that such Page 13 58 372 Contract no. 23-051-02 development of the services requested ·~y 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 ofan)' such action, claim or proceeding and shaU not make any admission unless the Indemnifying Party gives prior written consent. 5.l.8 At the Indemnjfying Party's request and expense, the Indemnified Pipty shall ~rmit the Indemnifying Party to conduct all negotiations and litigation. The Indemnified Party· shall give all assistance as the Indemnifying Party may re!ISonabiy 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; ot (ii) modify or replace the Services to avoid any alleged or actual infring~ment or breach, or (iii) terminate the provision of the affected.elements ofthe Services. Where the Indemnifying Party exetdses options (i) or (ii) the functionality ofsuch modificatioil or replacement shall not materially affect the performance of the Services. 5.2 CLIENT INFORMATION 5.2.1 "Client Data" means a,11 data provided directly by the Cli~t to PayByPh9ne 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 Agreemc;nt and for sucl,t time after as not expressly prohibited, PayByPhone may obtain, store and use such Client Data for any purpose,. including without limitation providing and imprQving ~ervices under tl)is Agn;ement, 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 itdeve!Ops b~ed Qn 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 record.s 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 r:etained in a manner consistent with PayByPhone's standard.archiying and back,up procedures; and (b) to the extent required by applicable law. 5.3 CUSTOMER INFORi.\1A TION 5.3.1 The parties will share in1orm1;ttion and data directly relating to drivers' parking sessions through the PayByPhone service at the J>arking Locations ("Par~ing Sessions'') and as may be required by the Client for parking enforceme,nt, fines, and ·~roceedings ("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 $elision details obt!lined through qµstomer service centre, and doe.snot include User Profile Data (defined below). 5.3.2 In using, sharing, or otherwise processing Transaction Data, PayByphone and Client must comply with applicable data pr9tection laws, contractual obligations and any other applicable requirements. Each party is responsible to the PayByPhone service users and other third parties for it!! rei,pective use, sharing am;i processing of Transaction Datil, whether it perfonns such use, sharing and processing directly or through third parties. Each party acts as a "data controller" with respect to Transaction Data for the purposes any privacy legislation tl)at uses that Page 14 59 373 Contra(!t no, 23-0Sl-02 concept -and is applicable .to the party's ~ctivities. Each •pii)ty ~ree$ to provide such assistance as is ~onably reqµired.to enable the other party to comply with the applicable data protection.laws. 5.3.3 Any infonnation about or with respect to Pay By Phone service users that is not related to parking sessions at .the Parking Locations, induciingwi'tli~ut 1-imitafion, infonrtatioii ptovid~ci'by .users upon registration for a PayByPhone account and data abQutthe user's activity in the P~yByPhone account or the PayByPhone applications .("User Profile Data'') shall be exclusively owned bf PayByPhc;me. Pay Bf Phone shall retain exclusive Ownership of all rights in any derivative <tata it develops based o.n Transaction Data and User Rrofile Data. 5.4 PA YBYPUONE;S $ERV.ICES TO CUSTOMERS The parties acknowledge that PayByPhone service users hold the PayByPhone account under terms of service estl!J?lished ~Y PayByPhone. Under thflse temis of service, PayByPh?ne may offer usf!r$ an option to i:ec;;eive s.ervice communications by SMS text· ("SMS Communications"), including_ ·reminders to extend a parking session and copnrrtiatfons of successful registration (Qr ~ p~king sessjpn, Client agrees tbat, at any time during the Term; P.ayByPhone may charge any users who opt into these.services a.fee ("SMS Fee") for each SMS Communi'cation sent by PayByPhone with respect to an initial p~!cing session or extension of a parking session apd may set the amoµnt Qf the SMS Fee with reference. to the cost PayByPhone -incurs in delivering this optional service. At the time of entering into t}Jis ,J\greement, tJie SM$ Fee is· !=qual to $0.15 Jnclusive of taxes payable by the l!Ser. PayByPhcme will p_rovide Client with 30 day written notic.e ofan increase in the amount of the SMS Fee. P'ayByPhone.shall be responsible for a,u.y taxes applicable to th¢ SMS Fe~s. PayByPho_nfl .rec;ords will be conclusi.ve evidence with re!!pect to the amount of SMS Fees collected during a billing period. The SMS Fees will be added to the. total charged to the user in respect of a parking sessic:m or extension ofa parkiqg sessioq. ~!lless. ilf!der the terms oft_he Agree(!lel)t PayByPhone is designated as the merchant of record for parking fees paid using :PayByPhone mobile payment service, PayByPhone and. Client agree to designate Client as the merchant of rec9td fqr 11!1)' SM$ Fees onjy. In that case, Client wili collect PayByPhone's SMS Fees and remit to PayByPhone. Remittance will be made via electronic payment or cheqµe and may be included in the amount that .also incfudes fees payable b)' Ciieilt to Pi!yByPho.ne under-this ,\greement. Section 6 INTENTIONALLY OMITTED ~ectiop 7 DISCLAIMER, IND_EMNIFICATJQN ANO LIMITAl::IO~ Of LJ~BILITY 7.1 D•SCLAIMEQ Except as expressly set fortp in ·this agre¢rn_ent, Pay By Phone do~ not mal(e, an~ hereby specificaUy d_isclaims, tiny representations or warranties·, express or implied, r.eg_arding·the PayByPhone mobile pay~ent servic~s, including any implied wa.rtandes of title, merchant~bility,, fitnes!i fQr a. particular purpose or non-_inftingernent. Client acknowledges that the PayByPhone mobile payment services and .ser.vices furnished by PayByPhone under this agreement (including, witbout IJ!f!ita:tion, ahy, setvets or othi;r hiµ-dware, 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 th~ performance of any &ervices by PiySy,Phone under th.is agreement) are provided by PayByPbone "as is". 7.2 PARKING RAT.ES Client will' be given access·to parking rate data in order to confirm the parking rates at e~h Parking Location via the .Portal. Pay By Phone 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 shali exclude Pay By Phone from any liability; Clientshall implement any parking rate changes via the Portal following the Parking Location setup. In the event.Client.requests that Pay By Phone configure the parking rate changes after the Parking Lqcation ·setup, Client shall provide PayByPhone with sufficient notice of the rate changes and such work Pagel5 60 374 Contract no. 23-051-02 will be subject to PayByPhone's, prior approval and then-current PayByPhone professional services fees. See https:/iWWw .paybyphohe,com/pdf/us/pbp _professionl;llservicessampJ¢tates,pdf for sample fees. Section. 8' MISCELLANEOUS INTENTIONALLY OMITTED 8.1 No AGENCY Each pl!lfy, in a,U matters relating to thi$ 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 !lllY ·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, !}Othing in this Agreement Shall be construed to have establi~hed !lll)' agency, joint venture or partnership between the panies. Neither paity shall make any warranth:s.or representations on behalf of the other party. 8.1 ·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 fa.csjrnile shall be deem.e.d original for all purposes hereunder. 8.3 CAPTIONS The captions used in thi~ Agreement are for convenience qnly 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 patties acknowleqge that Client ma_y carry Qut its bµsiness \brough 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 Agree:ment were references to Client' 11I1d 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 PayByPbooe is ri:spohsioie for the security of ca,rdh9lder data which Pi!yByPhone possesses or otherwise stores, processes, or transmits on behalf of the Client. PayBY,Phone abides by the rules and regulations set forth in the PCI- DSS. IN WITNESS Wl:IEREOF, the parties; have caused ·th.is Apment to be executed by their duly authorized representatives .. The City of Miami Beach Signature: N!llile: Title:~------------ Attest. Signature: ________ _ Name: Rafael E. Granado. City Clerk Date: _________ _ Page 16 PayByPhone US Inc. Signature: _________ _ Narrie: ___________ _ Title: __________ _ 61 375 EXHIBIT B FEE SCHEDULE 24 62 Contract no. 23-051-02 376 EXHIBITB PA YBYPHONE FEES All amounts are-ex.elusive of any and all tax.es, including taxes· applicable ort fees paid by the driv~r. For the purposes. of this Agreement, ''Transaction" includes (a) user regist~tiori 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. ~ • O~;.TIMJt ~ETC/P. FEES ·. · · , ' .. ~~ Signage -first round of signage prod~ction at serviqe launch (installation not included) Training, consulting, marketing, and customer support as described in the Agreement Marketing includes a stan_c!(!rd./aunch package Mobile payment services setup fee fur all Initial Parking Locations Integration with enforcement solution software: PayByPhone will inqlude 1 complimentary enforcement integratiQn Standard PayByPhone city dynamic label Hourly Parking: Client pays to PayByPhone per Tr$11Saction-City serves as Merchant of Record . (Client may charge user a non-embedded, on top of price of Convenience Fee of .. $0.35) • Monthly Parking Option: Client pays to PayByPbone per Transaction-City serves as Merchant of Repord (Client may ~harge user a non-embedded, on top of price of Convenience Fee of $1.00) Resident Rate Zero ~ee Offering: Verified via PayByPhone's Rights & Rates solution (priced below), residents will receive a $0 cost Convenience Fee if the '•double code offering" (see description below) is utilized. Monthly minimum of total Transaction Fees Additional Custom dynamic laber Mobile payment service setup fee for Additional Parking Loca~io~ . IVR setup fee. IVR additional p,er transaction fee4 Rights & Rates setup fee -Rights & Rates monthly subscription fee for one (l) Right Validation Portal setup fee 63 --;--,,~---,-..,..., Included Included Included • Included $0.352 $1.002 $0.00 per authorized resident Waived $1,000 Waived Waived Waived-Included with standard transaction fee Reduced $500 $1_99 per month $1,500 377 EXHIBITB PAYBYPHONE FEES Validation Portal monthly subscription fee $250 per Parking Location/mo. NOTES: 1. Mobile payment services setup fee (if applicable) includes configuration, testing, and impletnentation 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 Pay By Phone 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, anq/or IVR (if applicable). l. 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 $0 Convenience F~e option for residents. rage 12 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 th~ standard location code. 64 378 Contract no. 23-051-02 EXHIBITC TIMELINE/ SCHEDULE/SIGNAGE ~--------------- "A" ,,,t1mor,d dotts and•-""'-• oro d•pernlent upon fnwmalfon btinq orotlfded to PavByPhone bv the CIIY. . . • Estimated• Antldpated Task Dosafptlon lnIHatlng lsad PBP Team Membar(cJ Oty.Taam Task Duration Complttfan Oellverabfe Slate Date Designation riilembor(•I Dote Procureme_n~ City Manager, Parldna, 11/1/2023 Contract Negotiadoti ,Mutual Sales. Legal Legal 3Weeks ll,;Nov-23 Futlv-£>r.ecuted Agreement Parkins Admin. Sties, hnpfementalion, Rnance,IT., Workbook prowided. whidt indudes aU infarm.t.tion needed by PBP to I Account Maoa~ment, Integration/Enforce warkan the.City'~ implemenlatii;,n for mobile payments.. Cfeady l11/2!1/2on Praiecr kickoff C.~ . l'ayllyPhone Jn1e1:ua1:ions ment 1Hcur 11/29/2023 denntd exoemdons and tlmelfnes wlll be discussed I I AD relevant lei"' dty/parklng team l11129120u Workbook Comolete Member, 2.weelcs ll/13/2023 Workbook returned to PavBvPhone with comolell!d materials 111,29/2023 Merchant Account l Finance, Parking City lo begi11 setting up merchanl account ASAP to ensure available for Setup (City Implementation Admin 3•4W•elcs 1212;/2023 tes.l tramactioos necessarv prior to go live. ! ! Upon Ofy providing cont.ad information for enfarcemerit partner, I Enforcement En"2iMd lp,ayByPhorie ParklngAdmio & Piy8vfhone will el'lgage with provider to sel up lntearallon for iutu/2023 lmplf!mei:it.ition Enfortement 3-4weeks 1/3/2024 enfarcame:nt purposes I PayByPhone will discusi sig,nage dt1ring weekly calls and create mock- IPao,ByPhone Parfcln1 Admin & ups far appraval by City. Upon approval, signage will b(' ordered for 12/6/2023 signaae Discussion lmolementalion EnforC9ment· 2weeks 12/27/2023 delivery prior to estlmated •o live. ! Pay8'/Phone will discuss marketina: str.riregiH .available to Che CCV and Marketing Dlscus,ion IP.-v8wPhone I P•rklng Admin & discuss. the City"s marketins desin!1, to plan rnarketing efforti IO 12/27/2023 lmoleinentalion Marletina. Ongoing T8D ,iinnounce mobile .. -ent launch within th~ Cit-J. !1/l/W2J Test r,a.,.sactians -Parking Admin & Test transactions wiU be submitted with coapration rrom the Oiy '° Merchant hvRvPhone lmpfement.atfon• Finance 1·2Week-. l/15/2024 verify visibility within mer Chant account.. ' Test Transactions 4 ParklngAdmln & Test transactlOns wilt be submitted "•lith cooperation from the City to il/1/2024 Enlcrument PavBvPhone lmarementatton Enfal'Cement 1·2Weeks 1/15/2024 verilvvlslbllllll wllhln enforcement devices l Sfgnage·lnstaUallon I City to instaD signage and decals with plans to hJ¥e system live upon 11/1/2024 Plannlna City Parkin• Admin 1•2Weeks 1/19/2024 Install ll/23/2D24 Go live Pay8vPhone Umplemen.tation ParklngAdmin OnRClinR 1/23/2024 Ga live date may v;,.ry based an when signs a re installed. 25 65 379 THIS PAGE INTENTIONALLY LEFT BLANK 66 380 Competitive Bid Reports -C2 P MIAMI BEACH COMMISSION MEMORANDUM TO: FROM: Honorable Mayor and Members of the City Commission 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 FINALAGREEMENTS. (ITEM TO BE SUBMITTED IN SUPPLEMENTAL) SUPPORTING SURVEY DATA TBD FINANCIAL INFORMATION TBD • fs this a "Residents Right to Know'' item, pursuant to City Code Section 2-14? No Legislative Tracking Parking/Procurement Does this item utilize G.O. Bond Funds? No Page 69 of 2002 ATTACHMENT B ADDENDUM AND RFQ SOLICITATION 381 PROCUREMENT DEPARTMENT 1755 Meridian Avenue, 3rd Floor Miami Beach, Florida 33139 www.miamibeachfl.gov 1 ADDENDUM NO. 2 REQUEST FOR QUALIFICATIONS NO. 2023-051-WG MOBILE PARKING PAYMENT SYSTEM 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. 3.4.0 Is there system portability, expandability, and support? III. ATTACHMENTS: Attachment A Parking Garage Rates Attachment B CMB Meter Parking Rates Attachment C Merchant Statement IV. RESPONSES TO QUESTIONS RECEIVED: Q1: Overall Bid Question: Section 4 - Financial Capacity of the RFP describes a requirement for bidders to request that Dun & Bradstreet submit its Supplier Qualifier Report directly to the City when requested. Is the City requiring the Dun & Bradstreet report for this project? If so, the link provided in the RFP to access Dun & Bradstreet requests is broken and brings up a "Service Unavailable" message when trying to access it? A1: 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%. 382 PROCUREMENT DEPARTMENT 1755 Meridian Avenue, 3rd Floor Miami Beach, Florida 33139 www.miamibeachfl.gov 2 ADDENDUM NO. 2 REQUEST FOR QUALIFICATIONS NO. 2023-051-WG MOBILE PARKING PAYMENT SYSTEM Q4. For A1, 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 / Area. Q5. Regarding the City’s request for an integration with Skidata for the City’s gated areas, please provide your current usage rates of this solution. Additionally, please describe the desired solution in detail and indicate if this is currently active or a planned/future integration. A5: At parking garages, patrons have the option to pay at the pay-on-foot stations, at an exit, or via the current Mobile Parking Payment contractor. An average of 1.14% of all garage transient revenue is received via the Mobile Parking Payment contractor. The current parking app used at garages is fully integrated. ParkMobile sends ticket # to Skidata once the customer scans the ticket in the application – at the exit when a ticket is returned, Skidata calculates the rate, sends the rate to ParkMobile and ParkMobile charges the customer. The rate is calculated by Skidata. ParkMobile is also sending Skidata resident status so that the correct rate is applied to the customer. This is currently in place. Q6. Since this is an RFQ, please describe the City’s plans for next steps including an anticipated timeline. A6: Through the RFQ, the City will consider qualifications and system functionality and may negotiate an agreement, to include fees, with the proposer(s) deemed to be most qualified. The City’s current agreement has been extended on a month-to-month basis. The City anticipates expediting a replacement Agreement. Q7. Please clarify how the Dun & Bradstreet SQR may be submitted. Is it acceptable for the report to be acquired by our organization so we have the ability to review information and subsequently submit with our bid or must it come directly from Dun & Bradstreet? Additionally, please clarify the maximum age of a report that will be accepted (for example, if we have a report from three months ago, is this acceptable?) A7: Should the City request the report from proposers, it must be received directly from Dun & Bradstreet within 3 business days from the City’s request. Q8. To best respond with specifics on our capabilities, please outline the City’s current parking rate system as it applies to visitors and residents. a. Hourly rates for guests (please include any times or varying/escalating structures) b. Hourly rates for residents (please include all setups if different areas offer various options). 383 PROCUREMENT DEPARTMENT 1755 Meridian Avenue, 3rd Floor Miami Beach, Florida 33139 www.miamibeachfl.gov 3 ADDENDUM NO. 2 REQUEST FOR QUALIFICATIONS NO. 2023-051-WG MOBILE PARKING PAYMENT SYSTEM 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. A11: 11,898 off-street / 4,843 on-street. Q12. What is the current parking transaction fee the City and/or End User pays for the existing mobile payment service? A12: $.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? 384 PROCUREMENT DEPARTMENT 1755 Meridian Avenue, 3rd Floor Miami Beach, Florida 33139 www.miamibeachfl.gov 4 ADDENDUM NO. 2 REQUEST FOR QUALIFICATIONS NO. 2023-051-WG MOBILE PARKING PAYMENT SYSTEM 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? 385 PROCUREMENT DEPARTMENT 1755 Meridian Avenue, 3rd Floor Miami Beach, Florida 33139 www.miamibeachfl.gov 5 ADDENDUM NO. 2 REQUEST FOR QUALIFICATIONS NO. 2023-051-WG MOBILE PARKING PAYMENT SYSTEM A25: Please specify any settlement process capabilities your proposed product may have for the City’s review. Integration schedules will be negotiated with the successful proposer(s). Q26: For the electronic validation system for hotels, businesses, and restaurants - do they cover the fee of the patron or are these validations free from the City? A26: The patron fee for electronic validation at hotels, businesses, and restaurants is covered by the business. Q27: Can the City confirm the total number of paid off-street spaces the application would be used? A27: The total number of paid off-street spaces the application would be used for are 11,898. Q28: Can the City confirm the average cost of the on-street parking rate is $4.00/h? A28: Refer to Attachment A Parking Garage Rates and Attachment B CMB Meter Parking Rates. Q29: Can the City confirm the total number of paid on-street spaces the application will be used? A29: The total number of paid on-street spaces the application will be used for are 4,843. Q30 Can the City confirm the average cost of off-street parking rate is $2.00/h? A30: Refer to Attachment A Parking Garage Rates and Attachment B CMB Meter Parking Rates. Q31: Who are the current meter/kiosk providers? A31: The City’s current meter provider is T2 Systems. Q32: If the City has multi-space meters or meters that accept credit card payments, who is paying the merchant processing fees: the City or the provider? A32: The City is paying the merchant processing fees. Q33: Can the City verify how many total annual mobile payment transactions occur on average? A33: On average 4.8 million annual mobile payment transactions occur. Q34: Can the City verify how many total annual mobile payment resident transactions occur on average? A34: On average 496,473 annual mobile payment resident transactions occur. Q35: Can the city disclose who is the merchant of record for the mobile payment application? (vendor or city) 386 PROCUREMENT DEPARTMENT 1755 Meridian Avenue, 3rd Floor Miami Beach, Florida 33139 www.miamibeachfl.gov 6 ADDENDUM NO. 2 REQUEST FOR QUALIFICATIONS NO. 2023-051-WG MOBILE PARKING PAYMENT SYSTEM 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? 387 PROCUREMENT DEPARTMENT 1755 Meridian Avenue, 3rd Floor Miami Beach, Florida 33139 www.miamibeachfl.gov 7 ADDENDUM NO. 2 REQUEST FOR QUALIFICATIONS NO. 2023-051-WG MOBILE PARKING PAYMENT SYSTEM 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: William Garviso Telephone: 305-673-7000 ext. 7490 Email: 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, William Garviso for Alex Denis Alex Denis Procurement Director 388 CITY OF MIAMI BEACH - PARKING GARAGES - RATESHOURSRATEHOURSRATEHOURSRATEHOURSRATEHOURSRATEHOURSRATEHOURSRATEHOURSRATEHOURSRATE0 TO 1 $2.00 8 TO 9 $13.000 TO 1 $2.00 8 TO 9 $13.000 TO 1 $2.00 8 TO 9 $13.000 TO 1$2.000 TO 1 $2.00 5 TO 6 $10.001 TO 2 $4.00 9 TO 10 $14.001 TO 2 $4.00 9 TO 10 $14.001 TO 2 $4.00 9 TO 10 $14.001 TO 2$4.001 TO 2 $4.00 6 TO 7 $11.002 TO 3 $6.00 10 TO 11 $15.002 TO 3 $6.00 10 TO 11 $15.002 TO 3 $6.00 10 TO 11 $15.002 TO 3$6.002 TO 3 $6.00 7 TO 8 $12.003 TO 4 $8.00 11 TO 12 $16.003 TO 4 $8.00 11 TO 12 $16.003 TO 4 $8.00 11 TO 12 $16.003 TO 6$10.003 TO 4 $8.00 8 TO 15 $15.004 TO 5 $9.00 12 TO 13 $17.004 TO 5 $9.00 12 TO 13 $17.004 TO 5 $9.00 12 TO 13 $17.006 TO 24$20.004 TO 5 $9.00 15 TO 24 $20.005 TO 6 $10.00 13 TO 14 $18.005 TO 6 $10.00 13 TO 14 $18.005 TO 6 $10.00 13 TO 14 $18.006 TO 7 $11.00 14 TO 15 $19.006 TO 7 $11.00 14 TO 15 $19.006 TO 7 $11.00 14 TO 15 $19.007 TO 8 $12.00 15 TO 24 $20.007 TO 8 $12.00 15 TO 24 $20.007 TO 8 $12.00 15 TO 24 $20.00HOURSRATEHOURSRATEHOURSRATEHOURSRATEHOURSRATEHOURSRATEHOURSRATEHOURSRATE0 TO 1 $2.00 5 TO 6 $10.00 0 TO 1$2.00 8 TO 9 $13.000 TO 1 $2.00 5 TO 6 $10.00 0 TO 1 $2.00 5 TO 6 $10.001 TO 2 $4.00 6 TO 7 $11.00 1 TO 2$4.00 9 TO 10 $14.001 TO 2 $4.00 6 TO 7 $11.00 1 TO 2 $4.00 6 TO 7 $11.002 TO 3 $6.00 7 TO 8 $12.00 2 TO 3$6.00 10 TO 11 $15.002 TO 3 $6.00 7 TO 8 $12.00 2 TO 3 $6.00 7 TO 8 $12.003 TO 4 $8.00 8 TO 15 $15.00 3 TO 4$8.00 11 TO 12 $16.003 TO 4 $8.00 8 TO 15 $15.00 3 TO 4 $8.00 8 TO 15 $15.004 TO 5 $9.00 15 TO 24 $20.00 4 TO 5$9.00 12 TO 13 $17.004 TO 5 $9.00 15 TO 24 $20.00 4 TO 5 $9.00 15 TO 24 $20.005 TO 6 $10.00 13 TO 14 $18.006 TO 7 $11.00 14 TO 15 $19.007 TO 8 $12.00 15 TO 24 $20.00HOURSRATEHOURSRATE0 TO 1 $2.00 5 TO 6 $10.001 TO 2 $4.00 6 TO 7 $11.002 TO 3 $6.00 7 TO 8 $12.003 TO 4 $8.00 8 TO 15 $15.004 TO 5 $9.00 15 TO 24 $20.0017th Street (G5)WEEKEND/EVENT FLAT RATE WEEKEND/EVENT FLAT RATE WEEKEND/EVENT FLAT RATE WEEKEND/EVENT FLAT RATEEVENT FLAT RATEFROM 8PM TO 5AMFROM 8PM TO 5AMFROM 8PM TO 5AMFROM 8PM TO 5AM7th Street (G1)12th Street (G2)13th Street (G3)16th Street (G4)FRIDAY, SATURDAY & SUNDAYFRIDAY, SATURDAY & SUNDAYFRIDAY, SATURDAY & SUNDAYFRIDAY, SATURDAY & SUNDAY$ 15 PER VEHICLE$ 15 PER VEHICLE$ 15 PER VEHICLE$ 15 PER VEHICLE$ 15 PER VEHICLEMAXIMUM DAILY RATE $20.00MAXIMUM DAILY RATE $20.00MAXIMUM DAILY RATE $20.00MAXIMUM DAILY RATE $20.00MAXIMUM DAILY RATE $20.00LOST TICKET $20.00LOST TICKET $20.00LOST TICKET $20.00LOST TICKET $20.00LOST TICKET $20.001 - 8 HOURS $1 PER HOUR OR ANY PORTION THEREOF42nd Street (G6) City Hall (G7) 5th & Alton (G8) Pennsylvania Avenue (G9) Sunset Harbor (G10)EVENT FLAT RATEDAILY FLAT RATE 11p to 6aEVENT FLAT RATEEVENT FLAT RATE$ 15 PER VEHICLE$ 15 PER VEHICLE$ 15 PER VEHICLE$ 15 PER VEHICLELOST TICKET $8.00LOST TICKET $20.00LOST TICKET $20.00LOST TICKET $20.00LOST TICKET $20.00MAXIMUM DAILY RATE $8.00MAXIMUM DAILY RATE $20.00MAXIMUM DAILY RATE $20.00MAXIMUM DAILY RATE $20.00MAXIMUM DAILY RATE $20.00Collins Park (G12)EVENT FLAT RATE2-HOUR FREE VALIDATION WITH RETAIL RECEIPTPARKING FEE INCLUDES APPLICABLE STATE SALES TAXNO BILLS OVER $20.00 ACCEPTEDQUESTIONS AND ASSISTANCE 305.673.PARK (7275)$ 15 PER VEHICLEMAXIMUM DAILY RATE $20.00LOST TICKET $20.00389 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. 390 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 Page 1 of 58 THIS IS NOT A BILL Statement Period 01/01/23 - 01/31/23 Merchant Number 275173125889 Customer Service Website - Phone - 1-800-432-7628 CITY OF MIAMI BEACH VYOMIE GREENE 1700 CONVENTION CENTER DR MIAMI BEACH FL 33139-1824 PO Box 2394, Omaha, NE 68103-2394 SUMMARY An overview of account activity for the statement period. Total Amount Submitted $1,824,669.63 Third Party Transactions -$256,398.38 Chargebacks/Reversals -$497.98 Adjustments 0.00 Fees -$87,871.33 Total Amount Processed $1,479,901.94 Page 1 Page 50 Page 51 Page 54 Page 54 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. SUMMARY BY DAY Date Submitted Submitted Amount Third Party Transactions Chargebacks/ Reversals Adjustments Fees Amount 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 $46,356.01 391 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 Customer Service Website - Phone - 1-800-432-7628 Page 2 of 58 Statement Period 01/01/23 - 01/31/23 SUMMARY BY DAY Date Submitted Submitted Amount Third Party Transactions Chargebacks/ Reversals Adjustments Fees Amount Processed 01/15/23 $65,380.29 -$9,233.19 -$21.40 0.00 0.00 $56,125.70 01/16/23 $61,564.29 -$8,578.96 -$43.75 0.00 0.00 $52,941.58 01/17/23 $50,781.90 -$7,431.91 -$20.40 0.00 0.00 $43,329.59 01/18/23 $43,407.89 -$6,684.94 $6.35 0.00 0.00 $36,729.30 01/19/23 $45,886.41 -$7,442.26 $48.05 0.00 0.00 $38,492.20 01/20/23 $51,089.40 -$8,405.13 $255.99 0.00 0.00 $42,940.26 01/21/23 $58,961.14 -$8,606.86 -$2.70 0.00 0.00 $50,351.58 01/22/23 $77,872.70 -$10,060.62 $48.25 0.00 0.00 $67,860.33 01/23/23 $71,434.91 -$8,453.21 $38.45 0.00 0.00 $63,020.15 01/24/23 $46,865.06 -$7,075.43 $57.75 0.00 0.00 $39,847.38 01/25/23 $44,365.21 -$7,073.19 $30.35 0.00 0.00 $37,322.37 01/26/23 $49,492.28 -$7,875.61 $29.90 0.00 0.00 $41,646.57 01/27/23 $51,217.03 -$8,225.73 -$27.05 0.00 0.00 $42,964.25 01/28/23 $54,847.10 -$8,441.43 -$28.85 0.00 0.00 $46,376.82 01/29/23 $71,579.72 -$10,391.37 -$64.70 0.00 0.00 $61,123.65 01/30/23 $69,230.64 -$8,037.47 -$92.36 0.00 0.00 $61,100.81 01/31/23 $46,305.35 -$7,497.05 0.00 0.00 0.00 $38,808.30 Month End Charge 0.00 0.00 0.00 0.00 -$87,871.33 -$87,871.33 Total $1,824,669.63 -$256,398.38 -$497.98 0.00 -$87,871.33 $1,479,901.94 SUMMARY BY CARD TYPE Total Gross Sales You Submitted Refunds Total Amount You Submitted Card Type Average Ticket Items Amount Items Amount Items Amount Mastercard $4.90 96,042 $470,699.92 0 0.00 96,042 $470,699.92 VISA $5.14 207,141 $1,064,287.19 0 0.00 207,141 $1,064,287.19 Discover $5.57 5,977 $33,284.14 0 0.00 5,977 $33,284.14 American Express $4.60 55,700 $256,398.38 0 0.00 55,700 $256,398.38 Total 364,860 $1,824,669.63 0 0.00 364,860 $1,824,669.63 SUMMARY BY BATCH Total Gross Sales You Submitted Refunds Total Amount You Submitted Batch Submit Date Average Ticket Items Amount Items Amount Items Amount 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 $260.19 392 YOUR CARD PROCESSING STATEMENT Merchant Number 275173125889 Customer Service Website - Phone - 1-800-432-7628 Page 3 of 58 Statement Period 01/01/23 - 01/31/23 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. SUMMARY BY BATCH Total Gross Sales You Submitted Refunds Total Amount You Submitted Batch Submit Date Average Ticket Items Amount Items Amount Items Amount 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 $6.29 393 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 Customer Service Website - Phone - 1-800-432-7628 Page 4 of 58 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 Ticket Items Amount Items Amount Items Amount 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 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 $582.73 394 YOUR CARD PROCESSING STATEMENT Merchant Number 275173125889 Customer Service Website - Phone - 1-800-432-7628 Page 5 of 58 Statement Period 01/01/23 - 01/31/23 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. SUMMARY BY BATCH Total Gross Sales You Submitted Refunds Total Amount You Submitted Batch Submit Date Average Ticket Items Amount Items Amount Items Amount 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 $836.29 395 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 Customer Service Website - Phone - 1-800-432-7628 Page 6 of 58 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 Ticket Items Amount Items Amount Items Amount 801325033116 01/03/23 $7.13 817 $5,824.11 0 0.00 817 $5,824.11 801326033069 01/03/23 $4.49 48 $215.37 0 0.00 48 $215.37 801327033115 01/03/23 $5.21 148 $770.55 0 0.00 148 $770.55 801328033116 01/03/23 $5.31 893 $4,737.42 0 0.00 893 $4,737.42 801330033116 01/03/23 $4.21 493 $2,075.37 0 0.00 493 $2,075.37 801331033090 01/03/23 $2.29 227 $519.70 0 0.00 227 $519.70 801332033088 01/03/23 $3.56 50 $178.19 0 0.00 50 $178.19 801333033028 01/03/23 $4.68 57 $266.97 0 0.00 57 $266.97 801335032913 01/03/23 $2.87 9 $25.87 0 0.00 9 $25.87 801336033116 01/03/23 $6.32 467 $2,952.26 0 0.00 467 $2,952.26 801338032994 01/03/23 $3.38 38 $128.44 0 0.00 38 $128.44 801339033028 01/03/23 $4.08 381 $1,554.98 0 0.00 381 $1,554.98 801340033117 01/03/23 $7.47 1,438 $10,748.51 0 0.00 1,438 $10,748.51 801341033117 01/03/23 $8.06 951 $7,668.50 0 0.00 951 $7,668.50 801342032750 01/03/23 $2.96 9 $26.65 0 0.00 9 $26.65 801343033115 01/03/23 $1.35 228 $306.94 0 0.00 228 $306.94 801344032140 01/03/23 $0.60 1 $0.60 0 0.00 1 $0.60 801346033101 01/03/23 $1.44 28 $40.35 0 0.00 28 $40.35 801347032985 01/03/23 $2.48 6 $14.89 0 0.00 6 $14.89 801348032193 01/03/23 $3.13 7 $21.89 0 0.00 7 $21.89 801349033063 01/03/23 $1.59 10 $15.88 0 0.00 10 $15.88 801350033013 01/03/23 $1.31 30 $39.44 0 0.00 30 $39.44 801351033116 01/03/23 $1.63 865 $1,413.33 0 0.00 865 $1,413.33 801353033025 01/03/23 $2.76 59 $162.56 0 0.00 59 $162.56 801354033072 01/03/23 $2.16 607 $1,310.62 0 0.00 607 $1,310.62 801355032254 01/03/23 $1.78 8 $14.27 0 0.00 8 $14.27 801356033068 01/03/23 $2.70 12 $32.37 0 0.00 12 $32.37 801357032905 01/03/23 $2.53 27 $68.44 0 0.00 27 $68.44 801358033060 01/03/23 $2.68 203 $544.55 0 0.00 203 $544.55 801359033048 01/03/23 $3.49 290 $1,012.47 0 0.00 290 $1,012.47 801361033047 01/03/23 $3.13 448 $1,400.74 0 0.00 448 $1,400.74 801362033045 01/03/23 $4.12 137 $564.82 0 0.00 137 $564.82 801363033044 01/03/23 $3.65 48 $175.27 0 0.00 48 $175.27 801364033048 01/03/23 $3.57 153 $546.24 0 0.00 153 $546.24 801365033039 01/03/23 $3.15 48 $151.03 0 0.00 48 $151.03 801366032538 01/03/23 $2.75 5 $13.75 0 0.00 5 $13.75 801367032990 01/03/23 $5.90 89 $525.20 0 0.00 89 $525.20 801368033042 01/03/23 $5.74 89 $511.25 0 0.00 89 $511.25 801369033109 01/03/23 $7.49 149 $1,116.66 0 0.00 149 $1,116.66 801370033109 01/03/23 $7.22 93 $671.78 0 0.00 93 $671.78 801372033116 01/03/23 $5.10 177 $902.75 0 0.00 177 $902.75 801373033106 01/03/23 $5.97 195 $1,163.49 0 0.00 195 $1,163.49 801374033115 01/03/23 $5.90 191 $1,127.47 0 0.00 191 $1,127.47 801375033113 01/03/23 $5.67 292 $1,656.06 0 0.00 292 $1,656.06 801376032228 01/03/23 $3.83 108 $414.04 0 0.00 108 $414.04 801377033027 01/03/23 $4.33 139 $602.45 0 0.00 139 $602.45 801379032943 01/03/23 $6.55 141 $923.95 0 0.00 141 $923.95 801380032875 01/03/23 $1.80 33 $59.53 0 0.00 33 $59.53 801381033029 01/03/23 $2.45 165 $404.29 0 0.00 165 $404.29 801382033035 01/03/23 $19.56 254 $4,968.00 0 0.00 254 $4,968.00 801383032952 01/03/23 $2.16 27 $58.26 0 0.00 27 $58.26 801384033028 01/03/23 $2.52 173 $436.56 0 0.00 173 $436.56 801385033028 01/03/23 $4.00 113 $452.50 0 0.00 113 $452.50 801387033021 01/03/23 $1.81 41 $74.10 0 0.00 41 $74.10 801388031444 01/03/23 $1.82 8 $14.52 0 0.00 8 $14.52 801389033113 01/03/23 $1.46 46 $67.02 0 0.00 46 $67.02 801391033049 01/03/23 $1.56 9 $14.06 0 0.00 9 $14.06 396 YOUR CARD PROCESSING STATEMENT Merchant Number 275173125889 Customer Service Website - Phone - 1-800-432-7628 Page 7 of 58 Statement Period 01/01/23 - 01/31/23 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. SUMMARY BY BATCH Total Gross Sales You Submitted Refunds Total Amount You Submitted Batch Submit Date Average Ticket Items Amount Items Amount Items Amount 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 $11.20 397 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 Customer Service Website - Phone - 1-800-432-7628 Page 8 of 58 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 Ticket Items Amount Items Amount Items Amount 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 $130.50 398 YOUR CARD PROCESSING STATEMENT Merchant Number 275173125889 Customer Service Website - Phone - 1-800-432-7628 Page 9 of 58 Statement Period 01/01/23 - 01/31/23 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. SUMMARY BY BATCH Total Gross Sales You Submitted Refunds Total Amount You Submitted Batch Submit Date Average Ticket Items Amount Items Amount Items Amount 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 $350.93 399 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 Customer Service Website - Phone - 1-800-432-7628 Page 10 of 58 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 Ticket Items Amount Items Amount Items Amount 801387053023 01/05/23 $2.29 44 $100.56 0 0.00 44 $100.56 801388051445 01/05/23 $3.51 3 $10.52 0 0.00 3 $10.52 801389053115 01/05/23 $1.37 91 $125.06 0 0.00 91 $125.06 801391053051 01/05/23 $1.57 12 $18.81 0 0.00 12 $18.81 801392053005 01/05/23 $1.97 10 $19.66 0 0.00 10 $19.66 801393053098 01/05/23 $1.11 15 $16.70 0 0.00 15 $16.70 801395053030 01/05/23 $1.55 7 $10.87 0 0.00 7 $10.87 801396053099 01/05/23 $2.23 72 $160.71 0 0.00 72 $160.71 801397053049 01/05/23 $3.61 313 $1,128.63 0 0.00 313 $1,128.63 801398052867 01/05/23 $2.51 48 $120.42 0 0.00 48 $120.42 801399052767 01/05/23 $2.08 4 $8.32 0 0.00 4 $8.32 801400053071 01/05/23 $3.11 161 $501.23 0 0.00 161 $501.23 801401053040 01/05/23 $1.20 30 $35.95 0 0.00 30 $35.95 801403053086 01/05/23 $1.30 57 $74.00 0 0.00 57 $74.00 801404052677 01/05/23 $2.09 19 $39.64 0 0.00 19 $39.64 801405052119 01/05/23 $3.00 11 $33.00 0 0.00 11 $33.00 801406052968 01/05/23 $4.82 329 $1,585.50 0 0.00 329 $1,585.50 801407053045 01/05/23 $5.14 31 $159.46 0 0.00 31 $159.46 801408053045 01/05/23 $4.20 32 $134.51 0 0.00 32 $134.51 801409052645 01/05/23 $2.68 31 $83.11 0 0.00 31 $83.11 801411052978 01/05/23 $3.92 14 $54.90 0 0.00 14 $54.90 801412052991 01/05/23 $1.70 9 $15.30 0 0.00 9 $15.30 801413053001 01/05/23 $4.05 28 $113.51 0 0.00 28 $113.51 801415051887 01/05/23 $1.54 4 $6.15 0 0.00 4 $6.15 463406061206 01/06/23 $8.50 1 $8.50 0 0.00 1 $8.50 463413061793 01/06/23 $6.17 12 $74.00 0 0.00 12 $74.00 463425060882 01/06/23 $2.00 1 $2.00 0 0.00 1 $2.00 463429061952 01/06/23 $3.82 14 $53.45 0 0.00 14 $53.45 463439061735 01/06/23 $5.33 3 $16.00 0 0.00 3 $16.00 463442061602 01/06/23 $6.50 1 $6.50 0 0.00 1 $6.50 463448061580 01/06/23 $2.86 7 $20.00 0 0.00 7 $20.00 463566061838 01/06/23 $6.68 19 $127.00 0 0.00 19 $127.00 463581061609 01/06/23 $7.93 7 $55.50 0 0.00 7 $55.50 801322063036 01/06/23 $2.66 23 $61.23 0 0.00 23 $61.23 801323063121 01/06/23 $6.77 621 $4,203.65 0 0.00 621 $4,203.65 801324062955 01/06/23 $4.81 172 $827.71 0 0.00 172 $827.71 801325063119 01/06/23 $6.16 584 $3,599.09 0 0.00 584 $3,599.09 801326063072 01/06/23 $5.07 22 $111.61 0 0.00 22 $111.61 801327063118 01/06/23 $5.15 122 $627.87 0 0.00 122 $627.87 801328063119 01/06/23 $4.84 993 $4,810.98 0 0.00 993 $4,810.98 801330063119 01/06/23 $4.36 435 $1,896.07 0 0.00 435 $1,896.07 801331063093 01/06/23 $2.15 191 $410.14 0 0.00 191 $410.14 801332063091 01/06/23 $3.76 71 $266.81 0 0.00 71 $266.81 801333063031 01/06/23 $5.79 50 $289.40 0 0.00 50 $289.40 801335062916 01/06/23 $3.10 43 $133.15 0 0.00 43 $133.15 801336063119 01/06/23 $6.62 341 $2,258.30 0 0.00 341 $2,258.30 801338062997 01/06/23 $2.91 32 $93.11 0 0.00 32 $93.11 801339063031 01/06/23 $3.96 291 $1,153.42 0 0.00 291 $1,153.42 801340063120 01/06/23 $7.19 1,230 $8,845.14 0 0.00 1,230 $8,845.14 801341063120 01/06/23 $8.65 893 $7,724.35 0 0.00 893 $7,724.35 801342062753 01/06/23 $3.01 10 $30.05 0 0.00 10 $30.05 801343063118 01/06/23 $1.31 372 $488.60 0 0.00 372 $488.60 801344062143 01/06/23 $1.58 10 $15.82 0 0.00 10 $15.82 801346063104 01/06/23 $1.37 48 $65.82 0 0.00 48 $65.82 801347062988 01/06/23 $2.04 30 $61.32 0 0.00 30 $61.32 801348062196 01/06/23 $4.90 3 $14.71 0 0.00 3 $14.71 801349063066 01/06/23 $2.00 68 $136.24 0 0.00 68 $136.24 400 YOUR CARD PROCESSING STATEMENT Merchant Number 275173125889 Customer Service Website - Phone - 1-800-432-7628 Page 11 of 58 Statement Period 01/01/23 - 01/31/23 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. SUMMARY BY BATCH Total Gross Sales You Submitted Refunds Total Amount You Submitted Batch Submit Date Average Ticket Items Amount Items Amount Items Amount 801350063016 01/06/23 $1.32 56 $73.69 0 0.00 56 $73.69 801351063119 01/06/23 $1.48 547 $811.50 0 0.00 547 $811.50 801353063028 01/06/23 $2.63 35 $92.01 0 0.00 35 $92.01 801354063075 01/06/23 $2.34 282 $658.78 0 0.00 282 $658.78 801355062257 01/06/23 $1.19 7 $8.36 0 0.00 7 $8.36 801356063071 01/06/23 $1.13 40 $45.35 0 0.00 40 $45.35 801357062908 01/06/23 $2.76 12 $33.15 0 0.00 12 $33.15 801358063063 01/06/23 $2.20 162 $356.10 0 0.00 162 $356.10 801359063051 01/06/23 $3.38 250 $843.92 0 0.00 250 $843.92 801361063050 01/06/23 $3.29 408 $1,342.49 0 0.00 408 $1,342.49 801362063048 01/06/23 $4.20 122 $512.69 0 0.00 122 $512.69 801363063047 01/06/23 $3.60 51 $183.80 0 0.00 51 $183.80 801364063051 01/06/23 $3.41 102 $347.74 0 0.00 102 $347.74 801365063042 01/06/23 $2.83 43 $121.80 0 0.00 43 $121.80 801366062541 01/06/23 $2.62 10 $26.22 0 0.00 10 $26.22 801367062993 01/06/23 $5.28 49 $258.80 0 0.00 49 $258.80 801368063045 01/06/23 $5.61 84 $471.65 0 0.00 84 $471.65 801369063112 01/06/23 $7.32 104 $761.62 0 0.00 104 $761.62 801370063112 01/06/23 $6.76 66 $446.06 0 0.00 66 $446.06 801372063119 01/06/23 $4.97 120 $596.17 0 0.00 120 $596.17 801373063109 01/06/23 $5.12 141 $721.90 0 0.00 141 $721.90 801374063118 01/06/23 $6.15 142 $872.88 0 0.00 142 $872.88 801375063116 01/06/23 $5.47 231 $1,262.99 0 0.00 231 $1,262.99 801376062231 01/06/23 $4.36 106 $462.22 0 0.00 106 $462.22 801377063030 01/06/23 $4.46 119 $530.67 0 0.00 119 $530.67 801379062946 01/06/23 $5.00 87 $435.35 0 0.00 87 $435.35 801380062878 01/06/23 $1.99 17 $33.78 0 0.00 17 $33.78 801381063032 01/06/23 $2.36 158 $373.64 0 0.00 158 $373.64 801382063038 01/06/23 $19.24 181 $3,482.45 0 0.00 181 $3,482.45 801383062955 01/06/23 $2.44 20 $48.87 0 0.00 20 $48.87 801384063031 01/06/23 $2.92 110 $321.17 0 0.00 110 $321.17 801385063031 01/06/23 $4.25 105 $446.15 0 0.00 105 $446.15 801387063024 01/06/23 $2.05 42 $85.97 0 0.00 42 $85.97 801388061446 01/06/23 $0.85 1 $0.85 0 0.00 1 $0.85 801389063116 01/06/23 $1.52 75 $114.27 0 0.00 75 $114.27 801391063052 01/06/23 $1.11 12 $13.26 0 0.00 12 $13.26 801392063006 01/06/23 $1.70 12 $20.34 0 0.00 12 $20.34 801393063099 01/06/23 $1.48 32 $47.44 0 0.00 32 $47.44 801395063031 01/06/23 $1.10 4 $4.40 0 0.00 4 $4.40 801396063100 01/06/23 $2.23 78 $173.80 0 0.00 78 $173.80 801397063050 01/06/23 $3.71 304 $1,128.39 0 0.00 304 $1,128.39 801398062868 01/06/23 $2.71 39 $105.62 0 0.00 39 $105.62 801399062768 01/06/23 $0.73 2 $1.45 0 0.00 2 $1.45 801400063072 01/06/23 $3.53 171 $603.74 0 0.00 171 $603.74 801401063041 01/06/23 $1.65 36 $59.28 0 0.00 36 $59.28 801403063087 01/06/23 $1.91 40 $76.47 0 0.00 40 $76.47 801404062678 01/06/23 $2.65 7 $18.53 0 0.00 7 $18.53 801405062120 01/06/23 $3.19 13 $41.41 0 0.00 13 $41.41 801406062969 01/06/23 $4.60 335 $1,540.75 0 0.00 335 $1,540.75 801407063046 01/06/23 $4.57 31 $141.56 0 0.00 31 $141.56 801408063046 01/06/23 $4.12 39 $160.76 0 0.00 39 $160.76 801409062646 01/06/23 $2.52 34 $85.78 0 0.00 34 $85.78 801411062979 01/06/23 $5.63 16 $90.01 0 0.00 16 $90.01 801412062992 01/06/23 $1.51 10 $15.09 0 0.00 10 $15.09 801413063002 01/06/23 $3.64 20 $72.80 0 0.00 20 $72.80 801415061888 01/06/23 $1.35 1 $1.35 0 0.00 1 $1.35 463413071794 01/07/23 $3.00 4 $12.00 0 0.00 4 $12.00 401 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 Customer Service Website - Phone - 1-800-432-7628 Page 12 of 58 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 Ticket Items Amount Items Amount Items Amount 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 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 $524.85 402 YOUR CARD PROCESSING STATEMENT Merchant Number 275173125889 Customer Service Website - Phone - 1-800-432-7628 Page 13 of 58 Statement Period 01/01/23 - 01/31/23 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. SUMMARY BY BATCH Total Gross Sales You Submitted Refunds Total Amount You Submitted Batch Submit Date Average Ticket Items Amount Items Amount Items Amount 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 $13.97 403 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 Customer Service Website - Phone - 1-800-432-7628 Page 14 of 58 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 Ticket Items Amount Items Amount Items Amount 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 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 $104.58 404 YOUR CARD PROCESSING STATEMENT Merchant Number 275173125889 Customer Service Website - Phone - 1-800-432-7628 Page 15 of 58 Statement Period 01/01/23 - 01/31/23 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. SUMMARY BY BATCH Total Gross Sales You Submitted Refunds Total Amount You Submitted Batch Submit Date Average Ticket Items Amount Items Amount Items Amount 801415081890 01/08/23 $1.15 3 $3.44 0 0.00 3 $3.44 463413091796 01/09/23 $8.06 24 $193.50 0 0.00 24 $193.50 463425090883 01/09/23 $4.25 2 $8.50 0 0.00 2 $8.50 463429091955 01/09/23 $2.23 13 $29.00 0 0.00 13 $29.00 463439091738 01/09/23 $4.40 5 $22.00 0 0.00 5 $22.00 463442091605 01/09/23 $9.00 2 $18.00 0 0.00 2 $18.00 463448091582 01/09/23 $2.50 3 $7.50 0 0.00 3 $7.50 463566091841 01/09/23 $6.25 2 $12.50 0 0.00 2 $12.50 463581091612 01/09/23 $7.67 6 $46.00 0 0.00 6 $46.00 801322093039 01/09/23 $5.63 13 $73.15 0 0.00 13 $73.15 801323093124 01/09/23 $7.14 712 $5,086.33 0 0.00 712 $5,086.33 801324092958 01/09/23 $3.98 251 $999.82 0 0.00 251 $999.82 801325093122 01/09/23 $6.37 721 $4,591.15 0 0.00 721 $4,591.15 801326093075 01/09/23 $6.21 31 $192.36 0 0.00 31 $192.36 801327093121 01/09/23 $4.67 152 $710.02 0 0.00 152 $710.02 801328093122 01/09/23 $5.63 926 $5,213.84 0 0.00 926 $5,213.84 801330093122 01/09/23 $4.52 423 $1,911.65 0 0.00 423 $1,911.65 801331093096 01/09/23 $2.40 243 $582.71 0 0.00 243 $582.71 801332093094 01/09/23 $3.91 95 $371.74 0 0.00 95 $371.74 801333093034 01/09/23 $3.88 81 $313.92 0 0.00 81 $313.92 801335092919 01/09/23 $3.20 40 $128.10 0 0.00 40 $128.10 801336093122 01/09/23 $6.03 385 $2,319.99 0 0.00 385 $2,319.99 801338093000 01/09/23 $3.44 34 $117.00 0 0.00 34 $117.00 801339093034 01/09/23 $3.75 421 $1,577.17 0 0.00 421 $1,577.17 801340093123 01/09/23 $7.12 1,423 $10,130.27 0 0.00 1,423 $10,130.27 801341093123 01/09/23 $7.84 945 $7,406.60 0 0.00 945 $7,406.60 801342092756 01/09/23 $2.89 27 $78.08 0 0.00 27 $78.08 801343093121 01/09/23 $1.50 175 $262.79 0 0.00 175 $262.79 801344092146 01/09/23 $2.35 3 $7.05 0 0.00 3 $7.05 801346093107 01/09/23 $1.49 22 $32.86 0 0.00 22 $32.86 801347092991 01/09/23 $7.58 1 $7.58 0 0.00 1 $7.58 801348092199 01/09/23 $1.67 5 $8.36 0 0.00 5 $8.36 801349093069 01/09/23 $1.73 2 $3.45 0 0.00 2 $3.45 801350093019 01/09/23 $1.80 12 $21.60 0 0.00 12 $21.60 801351093122 01/09/23 $1.63 792 $1,288.96 0 0.00 792 $1,288.96 801353093031 01/09/23 $2.74 30 $82.12 0 0.00 30 $82.12 801354093078 01/09/23 $2.28 571 $1,301.06 0 0.00 571 $1,301.06 801355092260 01/09/23 $2.07 10 $20.65 0 0.00 10 $20.65 801356093074 01/09/23 $1.41 20 $28.25 0 0.00 20 $28.25 801357092911 01/09/23 $2.34 21 $49.21 0 0.00 21 $49.21 801358093066 01/09/23 $2.49 265 $660.62 0 0.00 265 $660.62 801359093054 01/09/23 $3.61 281 $1,014.92 0 0.00 281 $1,014.92 801361093053 01/09/23 $3.27 444 $1,451.84 0 0.00 444 $1,451.84 801362093051 01/09/23 $4.49 126 $565.25 0 0.00 126 $565.25 801363093050 01/09/23 $3.38 45 $152.09 0 0.00 45 $152.09 801364093054 01/09/23 $3.92 112 $438.73 0 0.00 112 $438.73 801365093045 01/09/23 $4.41 59 $260.25 0 0.00 59 $260.25 801366092544 01/09/23 $5.78 7 $40.45 0 0.00 7 $40.45 801367092996 01/09/23 $4.47 57 $254.60 0 0.00 57 $254.60 801368093048 01/09/23 $5.44 105 $571.55 0 0.00 105 $571.55 801369093115 01/09/23 $7.08 116 $821.43 0 0.00 116 $821.43 801370093115 01/09/23 $6.27 83 $520.24 0 0.00 83 $520.24 801372093122 01/09/23 $4.92 140 $688.18 0 0.00 140 $688.18 801373093112 01/09/23 $5.44 171 $930.38 0 0.00 171 $930.38 801374093121 01/09/23 $5.27 142 $748.88 0 0.00 142 $748.88 801375093119 01/09/23 $5.44 260 $1,414.37 0 0.00 260 $1,414.37 801376092234 01/09/23 $4.47 74 $330.85 0 0.00 74 $330.85 405 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 Customer Service Website - Phone - 1-800-432-7628 Page 16 of 58 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 Ticket Items Amount Items Amount Items Amount 801377093033 01/09/23 $3.84 142 $545.87 0 0.00 142 $545.87 801379092949 01/09/23 $4.47 97 $433.50 0 0.00 97 $433.50 801380092881 01/09/23 $2.20 34 $74.75 0 0.00 34 $74.75 801381093035 01/09/23 $2.33 139 $324.11 0 0.00 139 $324.11 801382093041 01/09/23 $19.53 211 $4,121.55 0 0.00 211 $4,121.55 801383092958 01/09/23 $2.17 29 $62.94 0 0.00 29 $62.94 801384093034 01/09/23 $3.27 123 $402.63 0 0.00 123 $402.63 801385093034 01/09/23 $4.38 118 $516.67 0 0.00 118 $516.67 801387093027 01/09/23 $1.95 44 $85.84 0 0.00 44 $85.84 801388091449 01/09/23 $1.41 7 $9.88 0 0.00 7 $9.88 801389093119 01/09/23 $2.36 61 $143.87 0 0.00 61 $143.87 801391093055 01/09/23 $1.46 15 $21.92 0 0.00 15 $21.92 801392093009 01/09/23 $2.02 21 $42.46 0 0.00 21 $42.46 801393093102 01/09/23 $1.03 30 $30.80 0 0.00 30 $30.80 801395093034 01/09/23 $1.23 2 $2.45 0 0.00 2 $2.45 801396093103 01/09/23 $2.47 205 $505.98 0 0.00 205 $505.98 801397093053 01/09/23 $4.10 300 $1,230.87 0 0.00 300 $1,230.87 801398092871 01/09/23 $2.74 105 $287.32 0 0.00 105 $287.32 801399092771 01/09/23 $2.53 3 $7.58 0 0.00 3 $7.58 801400093075 01/09/23 $3.40 169 $573.98 0 0.00 169 $573.98 801401093044 01/09/23 $1.67 21 $35.12 0 0.00 21 $35.12 801403093090 01/09/23 $1.33 20 $26.65 0 0.00 20 $26.65 801404092681 01/09/23 $2.45 36 $88.24 0 0.00 36 $88.24 801405092123 01/09/23 $2.47 68 $168.22 0 0.00 68 $168.22 801406092972 01/09/23 $20.19 194 $3,916.85 0 0.00 194 $3,916.85 801407093049 01/09/23 $3.83 38 $145.62 0 0.00 38 $145.62 801408093049 01/09/23 $3.99 43 $171.56 0 0.00 43 $171.56 801409092649 01/09/23 $1.99 25 $49.84 0 0.00 25 $49.84 801411092982 01/09/23 $3.13 37 $115.73 0 0.00 37 $115.73 801412092995 01/09/23 $2.24 10 $22.42 0 0.00 10 $22.42 801413093005 01/09/23 $3.33 24 $80.00 0 0.00 24 $80.00 801415091891 01/09/23 $1.43 14 $20.05 0 0.00 14 $20.05 463413101797 01/10/23 $3.13 4 $12.50 0 0.00 4 $12.50 463418101131 01/10/23 $4.50 1 $4.50 0 0.00 1 $4.50 463429101956 01/10/23 $5.36 18 $96.50 0 0.00 18 $96.50 463439101739 01/10/23 $6.17 3 $18.50 0 0.00 3 $18.50 463442101606 01/10/23 $2.75 2 $5.50 0 0.00 2 $5.50 463448101583 01/10/23 $3.57 7 $25.00 0 0.00 7 $25.00 463566101842 01/10/23 $6.16 19 $117.00 0 0.00 19 $117.00 463581101613 01/10/23 $3.00 2 $6.00 0 0.00 2 $6.00 801322103040 01/10/23 $3.58 22 $78.80 0 0.00 22 $78.80 801323103125 01/10/23 $6.63 509 $3,374.02 0 0.00 509 $3,374.02 801324102959 01/10/23 $4.03 154 $619.90 0 0.00 154 $619.90 801325103123 01/10/23 $5.65 483 $2,728.32 0 0.00 483 $2,728.32 801326103076 01/10/23 $3.54 24 $84.84 0 0.00 24 $84.84 801327103122 01/10/23 $5.90 99 $584.50 0 0.00 99 $584.50 801328103123 01/10/23 $4.70 725 $3,406.45 0 0.00 725 $3,406.45 801330103123 01/10/23 $4.22 399 $1,684.71 0 0.00 399 $1,684.71 801331103097 01/10/23 $1.70 179 $303.80 0 0.00 179 $303.80 801332103095 01/10/23 $4.47 42 $187.66 0 0.00 42 $187.66 801333103035 01/10/23 $3.77 52 $196.03 0 0.00 52 $196.03 801334102476 01/10/23 $4.35 1 $4.35 0 0.00 1 $4.35 801335102920 01/10/23 $3.33 8 $26.60 0 0.00 8 $26.60 801336103123 01/10/23 $6.56 294 $1,929.22 0 0.00 294 $1,929.22 801338103001 01/10/23 $3.51 20 $70.29 0 0.00 20 $70.29 801339103035 01/10/23 $3.85 256 $986.07 0 0.00 256 $986.07 801340103124 01/10/23 $7.03 908 $6,382.57 0 0.00 908 $6,382.57 406 YOUR CARD PROCESSING STATEMENT Merchant Number 275173125889 Customer Service Website - Phone - 1-800-432-7628 Page 17 of 58 Statement Period 01/01/23 - 01/31/23 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. SUMMARY BY BATCH Total Gross Sales You Submitted Refunds Total Amount You Submitted Batch Submit Date Average Ticket Items Amount Items Amount Items Amount 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 $154.15 407 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 Customer Service Website - Phone - 1-800-432-7628 Page 18 of 58 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 Ticket Items Amount Items Amount Items Amount 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 $427.74 408 YOUR CARD PROCESSING STATEMENT Merchant Number 275173125889 Customer Service Website - Phone - 1-800-432-7628 Page 19 of 58 Statement Period 01/01/23 - 01/31/23 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. SUMMARY BY BATCH Total Gross Sales You Submitted Refunds Total Amount You Submitted Batch Submit Date Average Ticket Items Amount Items Amount Items Amount 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 $45.35 409 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 Customer Service Website - Phone - 1-800-432-7628 Page 20 of 58 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 Ticket Items Amount Items Amount Items Amount 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 $68.87 410 YOUR CARD PROCESSING STATEMENT Merchant Number 275173125889 Customer Service Website - Phone - 1-800-432-7628 Page 21 of 58 Statement Period 01/01/23 - 01/31/23 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. SUMMARY BY BATCH Total Gross Sales You Submitted Refunds Total Amount You Submitted Batch Submit Date Average Ticket Items Amount Items Amount Items Amount 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 $211.95 411 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 Customer Service Website - Phone - 1-800-432-7628 Page 22 of 58 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 Ticket Items Amount Items Amount Items Amount 801368133052 01/13/23 $5.29 80 $423.10 0 0.00 80 $423.10 801369133119 01/13/23 $7.01 71 $497.90 0 0.00 71 $497.90 801370133119 01/13/23 $5.98 50 $298.78 0 0.00 50 $298.78 801372133126 01/13/23 $5.37 101 $542.24 0 0.00 101 $542.24 801373133116 01/13/23 $5.06 111 $561.92 0 0.00 111 $561.92 801374133125 01/13/23 $5.14 123 $631.62 0 0.00 123 $631.62 801375133123 01/13/23 $4.94 182 $899.93 0 0.00 182 $899.93 801376132238 01/13/23 $4.68 87 $407.03 0 0.00 87 $407.03 801377133037 01/13/23 $3.52 50 $176.12 0 0.00 50 $176.12 801379132953 01/13/23 $4.21 72 $303.40 0 0.00 72 $303.40 801380132885 01/13/23 $1.71 14 $23.96 0 0.00 14 $23.96 801381133039 01/13/23 $2.25 117 $262.80 0 0.00 117 $262.80 801382133045 01/13/23 $19.26 105 $2,021.90 0 0.00 105 $2,021.90 801383132962 01/13/23 $2.28 12 $27.34 0 0.00 12 $27.34 801384133038 01/13/23 $2.98 89 $265.49 0 0.00 89 $265.49 801385133038 01/13/23 $4.28 116 $496.38 0 0.00 116 $496.38 801387133031 01/13/23 $2.10 50 $105.19 0 0.00 50 $105.19 801388131453 01/13/23 $1.85 1 $1.85 0 0.00 1 $1.85 801389133123 01/13/23 $1.46 100 $145.71 0 0.00 100 $145.71 801391133059 01/13/23 $1.21 11 $13.34 0 0.00 11 $13.34 801392133013 01/13/23 $1.24 15 $18.64 0 0.00 15 $18.64 801393133106 01/13/23 $1.47 13 $19.15 0 0.00 13 $19.15 801395133038 01/13/23 $1.35 3 $4.05 0 0.00 3 $4.05 801396133107 01/13/23 $2.59 52 $134.49 0 0.00 52 $134.49 801397133057 01/13/23 $3.00 296 $886.58 0 0.00 296 $886.58 801398132875 01/13/23 $2.15 24 $51.55 0 0.00 24 $51.55 801399132775 01/13/23 $2.16 5 $10.80 0 0.00 5 $10.80 801400133079 01/13/23 $3.33 155 $516.84 0 0.00 155 $516.84 801401133048 01/13/23 $1.90 46 $87.53 0 0.00 46 $87.53 801403133094 01/13/23 $2.42 28 $67.75 0 0.00 28 $67.75 801404132685 01/13/23 $2.30 12 $27.62 0 0.00 12 $27.62 801405132127 01/13/23 $2.59 6 $15.55 0 0.00 6 $15.55 801406132976 01/13/23 $4.77 294 $1,401.85 0 0.00 294 $1,401.85 801407133053 01/13/23 $6.08 21 $127.73 0 0.00 21 $127.73 801408133053 01/13/23 $5.02 35 $175.66 0 0.00 35 $175.66 801409132653 01/13/23 $2.42 32 $77.42 0 0.00 32 $77.42 801411132986 01/13/23 $9.06 7 $63.45 0 0.00 7 $63.45 801412132999 01/13/23 $2.39 6 $14.36 0 0.00 6 $14.36 801413133009 01/13/23 $3.70 22 $81.35 0 0.00 22 $81.35 801415131895 01/13/23 $3.20 1 $3.20 0 0.00 1 $3.20 463413141801 01/14/23 $3.88 13 $50.50 0 0.00 13 $50.50 463418141134 01/14/23 $2.50 1 $2.50 0 0.00 1 $2.50 463425140885 01/14/23 $3.00 1 $3.00 0 0.00 1 $3.00 463429141960 01/14/23 $3.87 26 $100.50 0 0.00 26 $100.50 463442141608 01/14/23 $7.00 4 $28.00 0 0.00 4 $28.00 463448141587 01/14/23 $3.80 10 $38.00 0 0.00 10 $38.00 463566141846 01/14/23 $7.70 20 $154.00 0 0.00 20 $154.00 463581141617 01/14/23 $11.83 3 $35.50 0 0.00 3 $35.50 801322143044 01/14/23 $3.11 25 $77.65 0 0.00 25 $77.65 801323143129 01/14/23 $6.69 705 $4,716.03 0 0.00 705 $4,716.03 801324142963 01/14/23 $4.38 151 $662.10 0 0.00 151 $662.10 801325143127 01/14/23 $6.62 621 $4,108.12 0 0.00 621 $4,108.12 801326143080 01/14/23 $4.58 24 $109.90 0 0.00 24 $109.90 801327143126 01/14/23 $4.98 134 $667.54 0 0.00 134 $667.54 801328143127 01/14/23 $5.16 972 $5,020.21 0 0.00 972 $5,020.21 801330143127 01/14/23 $4.45 427 $1,899.94 0 0.00 427 $1,899.94 801331143101 01/14/23 $2.25 215 $484.35 0 0.00 215 $484.35 412 YOUR CARD PROCESSING STATEMENT Merchant Number 275173125889 Customer Service Website - Phone - 1-800-432-7628 Page 23 of 58 Statement Period 01/01/23 - 01/31/23 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. SUMMARY BY BATCH Total Gross Sales You Submitted Refunds Total Amount You Submitted Batch Submit Date Average Ticket Items Amount Items Amount Items Amount 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 $11.51 413 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 Customer Service Website - Phone - 1-800-432-7628 Page 24 of 58 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 Ticket Items Amount Items Amount Items Amount 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 $6,767.80 0 0.00 1,150 $6,767.80 801330153128 01/15/23 $4.86 481 $2,338.71 0 0.00 481 $2,338.71 801331153102 01/15/23 $2.42 272 $657.40 0 0.00 272 $657.40 801332153100 01/15/23 $4.58 69 $316.23 0 0.00 69 $316.23 801333153040 01/15/23 $4.67 48 $223.93 0 0.00 48 $223.93 801335152925 01/15/23 $4.27 62 $264.57 0 0.00 62 $264.57 801336153128 01/15/23 $6.14 452 $2,775.90 0 0.00 452 $2,775.90 801338153006 01/15/23 $3.38 35 $118.40 0 0.00 35 $118.40 801339153040 01/15/23 $4.12 329 $1,354.77 0 0.00 329 $1,354.77 801340153129 01/15/23 $6.62 1,156 $7,647.79 0 0.00 1,156 $7,647.79 801341153129 01/15/23 $7.88 633 $4,989.65 0 0.00 633 $4,989.65 801342152762 01/15/23 $2.70 8 $21.63 0 0.00 8 $21.63 801343153127 01/15/23 $1.43 125 $179.36 0 0.00 125 $179.36 801344152152 01/15/23 $0.35 1 $0.35 0 0.00 1 $0.35 801346153113 01/15/23 $1.34 27 $36.12 0 0.00 27 $36.12 801347152997 01/15/23 $1.25 11 $13.80 0 0.00 11 $13.80 801348152204 01/15/23 $0.46 3 $1.37 0 0.00 3 $1.37 801349153075 01/15/23 $1.34 9 $12.04 0 0.00 9 $12.04 801350153025 01/15/23 $2.19 7 $15.36 0 0.00 7 $15.36 801351153128 01/15/23 $1.52 592 $897.69 0 0.00 592 $897.69 801353153037 01/15/23 $2.38 32 $76.00 0 0.00 32 $76.00 801354153084 01/15/23 $2.03 348 $706.69 0 0.00 348 $706.69 801355152265 01/15/23 $4.76 5 $23.82 0 0.00 5 $23.82 801356153080 01/15/23 $2.22 17 $37.81 0 0.00 17 $37.81 801357152917 01/15/23 $3.60 7 $25.22 0 0.00 7 $25.22 801358153072 01/15/23 $2.47 90 $222.65 0 0.00 90 $222.65 801359153060 01/15/23 $3.53 318 $1,122.68 0 0.00 318 $1,122.68 801361153059 01/15/23 $3.31 484 $1,602.80 0 0.00 484 $1,602.80 801362153057 01/15/23 $4.33 185 $801.20 0 0.00 185 $801.20 801363153056 01/15/23 $4.43 46 $203.57 0 0.00 46 $203.57 801364153060 01/15/23 $3.41 118 $402.64 0 0.00 118 $402.64 414 YOUR CARD PROCESSING STATEMENT Merchant Number 275173125889 Customer Service Website - Phone - 1-800-432-7628 Page 25 of 58 Statement Period 01/01/23 - 01/31/23 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. SUMMARY BY BATCH Total Gross Sales You Submitted Refunds Total Amount You Submitted Batch Submit Date Average Ticket Items Amount Items Amount Items Amount 801365153051 01/15/23 $4.41 46 $203.08 0 0.00 46 $203.08 801366152550 01/15/23 $4.10 6 $24.60 0 0.00 6 $24.60 801367153002 01/15/23 $4.72 69 $325.70 0 0.00 69 $325.70 801368153054 01/15/23 $5.71 85 $485.40 0 0.00 85 $485.40 801369153121 01/15/23 $6.05 106 $640.92 0 0.00 106 $640.92 801370153121 01/15/23 $6.85 89 $609.88 0 0.00 89 $609.88 801372153128 01/15/23 $4.95 146 $723.01 0 0.00 146 $723.01 801373153118 01/15/23 $5.68 119 $675.76 0 0.00 119 $675.76 801374153127 01/15/23 $5.32 197 $1,047.29 0 0.00 197 $1,047.29 801375153125 01/15/23 $5.06 268 $1,355.78 0 0.00 268 $1,355.78 801376152240 01/15/23 $3.86 115 $444.10 0 0.00 115 $444.10 801377153039 01/15/23 $4.65 33 $153.38 0 0.00 33 $153.38 801379152955 01/15/23 $4.79 118 $565.75 0 0.00 118 $565.75 801380152887 01/15/23 $1.76 21 $36.99 0 0.00 21 $36.99 801381153041 01/15/23 $2.16 102 $220.05 0 0.00 102 $220.05 801382153047 01/15/23 $19.15 155 $2,967.65 0 0.00 155 $2,967.65 801383152964 01/15/23 $2.74 15 $41.10 0 0.00 15 $41.10 801384153040 01/15/23 $3.18 89 $283.37 0 0.00 89 $283.37 801385153040 01/15/23 $4.38 132 $578.30 0 0.00 132 $578.30 801387153033 01/15/23 $2.33 41 $95.50 0 0.00 41 $95.50 801388151454 01/15/23 $2.50 3 $7.49 0 0.00 3 $7.49 801389153125 01/15/23 $1.88 61 $114.89 0 0.00 61 $114.89 801391153061 01/15/23 $0.79 26 $20.65 0 0.00 26 $20.65 801392153015 01/15/23 $1.31 19 $24.92 0 0.00 19 $24.92 801393153108 01/15/23 $1.27 25 $31.85 0 0.00 25 $31.85 801395153040 01/15/23 $3.61 1 $3.61 0 0.00 1 $3.61 801396153109 01/15/23 $2.29 60 $137.33 0 0.00 60 $137.33 801397153059 01/15/23 $3.58 353 $1,262.27 0 0.00 353 $1,262.27 801398152877 01/15/23 $2.59 46 $118.91 0 0.00 46 $118.91 801399152777 01/15/23 $1.49 6 $8.94 0 0.00 6 $8.94 801400153081 01/15/23 $2.55 193 $493.01 0 0.00 193 $493.01 801401153050 01/15/23 $2.02 3 $6.06 0 0.00 3 $6.06 801403153096 01/15/23 $3.20 11 $35.22 0 0.00 11 $35.22 801404152687 01/15/23 $2.05 17 $34.87 0 0.00 17 $34.87 801405152129 01/15/23 $2.36 37 $87.15 0 0.00 37 $87.15 801406152978 01/15/23 $20.14 147 $2,960.40 0 0.00 147 $2,960.40 801407153055 01/15/23 $3.82 30 $114.50 0 0.00 30 $114.50 801408153055 01/15/23 $3.35 57 $190.76 0 0.00 57 $190.76 801409152655 01/15/23 $1.83 5 $9.15 0 0.00 5 $9.15 801411152988 01/15/23 $3.49 26 $90.66 0 0.00 26 $90.66 801412153001 01/15/23 $2.33 7 $16.34 0 0.00 7 $16.34 801413153011 01/15/23 $3.92 15 $58.85 0 0.00 15 $58.85 801415151897 01/15/23 $0.96 5 $4.80 0 0.00 5 $4.80 463406161209 01/16/23 $1.00 1 $1.00 0 0.00 1 $1.00 463413161803 01/16/23 $3.93 22 $86.50 0 0.00 22 $86.50 463425160886 01/16/23 $4.50 1 $4.50 0 0.00 1 $4.50 463429161962 01/16/23 $2.08 6 $12.50 0 0.00 6 $12.50 463439161743 01/16/23 $20.50 3 $61.50 0 0.00 3 $61.50 463442161610 01/16/23 $17.00 3 $51.00 0 0.00 3 $51.00 463448161589 01/16/23 $4.63 4 $18.50 0 0.00 4 $18.50 463566161848 01/16/23 $4.50 2 $9.00 0 0.00 2 $9.00 463581161619 01/16/23 $20.50 3 $61.50 0 0.00 3 $61.50 801322163046 01/16/23 $4.98 35 $174.15 0 0.00 35 $174.15 801323163131 01/16/23 $6.46 825 $5,330.61 0 0.00 825 $5,330.61 801324162965 01/16/23 $4.17 177 $737.45 0 0.00 177 $737.45 801325163129 01/16/23 $6.58 857 $5,636.55 0 0.00 857 $5,636.55 801326163082 01/16/23 $5.38 36 $193.54 0 0.00 36 $193.54 415 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 Customer Service Website - Phone - 1-800-432-7628 Page 26 of 58 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 Ticket Items Amount Items Amount Items Amount 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 $31.45 416 YOUR CARD PROCESSING STATEMENT Merchant Number 275173125889 Customer Service Website - Phone - 1-800-432-7628 Page 27 of 58 Statement Period 01/01/23 - 01/31/23 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. SUMMARY BY BATCH Total Gross Sales You Submitted Refunds Total Amount You Submitted Batch Submit Date Average Ticket Items Amount Items Amount Items Amount 801393163109 01/16/23 $1.52 28 $42.63 0 0.00 28 $42.63 801395163041 01/16/23 $2.64 7 $18.46 0 0.00 7 $18.46 801396163110 01/16/23 $2.06 74 $152.79 0 0.00 74 $152.79 801397163060 01/16/23 $3.38 331 $1,117.49 0 0.00 331 $1,117.49 801398162878 01/16/23 $2.49 72 $179.16 0 0.00 72 $179.16 801399162778 01/16/23 $1.45 2 $2.90 0 0.00 2 $2.90 801400163082 01/16/23 $3.14 194 $610.10 0 0.00 194 $610.10 801401163051 01/16/23 $1.89 12 $22.68 0 0.00 12 $22.68 801403163097 01/16/23 $1.23 20 $24.67 0 0.00 20 $24.67 801404162688 01/16/23 $2.56 16 $40.90 0 0.00 16 $40.90 801405162130 01/16/23 $2.52 27 $68.12 0 0.00 27 $68.12 801406162979 01/16/23 $20.21 146 $2,950.40 0 0.00 146 $2,950.40 801407163056 01/16/23 $4.04 39 $157.53 0 0.00 39 $157.53 801408163056 01/16/23 $4.38 45 $196.95 0 0.00 45 $196.95 801409162656 01/16/23 $1.84 10 $18.35 0 0.00 10 $18.35 801411162989 01/16/23 $4.58 13 $59.55 0 0.00 13 $59.55 801412163002 01/16/23 $2.29 10 $22.92 0 0.00 10 $22.92 801413163012 01/16/23 $3.73 27 $100.62 0 0.00 27 $100.62 801415161898 01/16/23 $2.19 11 $24.07 0 0.00 11 $24.07 463406171210 01/17/23 $1.00 1 $1.00 0 0.00 1 $1.00 463413171804 01/17/23 $4.25 10 $42.50 0 0.00 10 $42.50 463418171136 01/17/23 $4.75 2 $9.50 0 0.00 2 $9.50 463429171963 01/17/23 $4.21 24 $100.95 0 0.00 24 $100.95 463439171744 01/17/23 $8.25 2 $16.50 0 0.00 2 $16.50 463442171611 01/17/23 $3.50 2 $7.00 0 0.00 2 $7.00 463448171590 01/17/23 $4.20 5 $21.00 0 0.00 5 $21.00 463566171849 01/17/23 $5.28 18 $95.00 0 0.00 18 $95.00 463581171620 01/17/23 $7.50 6 $45.00 0 0.00 6 $45.00 801322173047 01/17/23 $4.27 15 $64.01 0 0.00 15 $64.01 801323173132 01/17/23 $6.84 573 $3,918.37 0 0.00 573 $3,918.37 801324172966 01/17/23 $3.69 175 $646.20 0 0.00 175 $646.20 801325173130 01/17/23 $6.22 659 $4,096.62 0 0.00 659 $4,096.62 801326173083 01/17/23 $3.22 30 $96.53 0 0.00 30 $96.53 801327173129 01/17/23 $5.38 128 $689.23 0 0.00 128 $689.23 801328173130 01/17/23 $5.07 818 $4,147.56 0 0.00 818 $4,147.56 801330173130 01/17/23 $4.47 405 $1,811.75 0 0.00 405 $1,811.75 801331173104 01/17/23 $1.87 232 $433.71 0 0.00 232 $433.71 801332173102 01/17/23 $4.58 57 $260.99 0 0.00 57 $260.99 801333173042 01/17/23 $4.76 57 $271.05 0 0.00 57 $271.05 801335172927 01/17/23 $2.86 28 $80.13 0 0.00 28 $80.13 801336173130 01/17/23 $5.92 293 $1,734.36 0 0.00 293 $1,734.36 801338173008 01/17/23 $2.50 31 $77.40 0 0.00 31 $77.40 801339173042 01/17/23 $4.04 227 $917.93 0 0.00 227 $917.93 801340173131 01/17/23 $6.59 1,021 $6,730.06 0 0.00 1,021 $6,730.06 801341173131 01/17/23 $7.77 731 $5,681.45 0 0.00 731 $5,681.45 801342172764 01/17/23 $4.16 8 $33.30 0 0.00 8 $33.30 801343173129 01/17/23 $1.36 382 $521.05 0 0.00 382 $521.05 801344172154 01/17/23 $0.73 7 $5.12 0 0.00 7 $5.12 801346173115 01/17/23 $1.33 47 $62.65 0 0.00 47 $62.65 801347172999 01/17/23 $1.27 25 $31.75 0 0.00 25 $31.75 801348172206 01/17/23 $1.12 6 $6.69 0 0.00 6 $6.69 801349173077 01/17/23 $1.63 82 $134.05 0 0.00 82 $134.05 801350173027 01/17/23 $1.61 42 $67.75 0 0.00 42 $67.75 801351173130 01/17/23 $1.45 571 $828.68 0 0.00 571 $828.68 801353173039 01/17/23 $2.87 37 $106.27 0 0.00 37 $106.27 801354173086 01/17/23 $2.05 228 $467.64 0 0.00 228 $467.64 801355172267 01/17/23 $10.31 1 $10.31 0 0.00 1 $10.31 417 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 Customer Service Website - Phone - 1-800-432-7628 Page 28 of 58 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 Ticket Items Amount Items Amount Items Amount 801356173082 01/17/23 $1.19 21 $24.99 0 0.00 21 $24.99 801357172919 01/17/23 $1.80 13 $23.36 0 0.00 13 $23.36 801358173074 01/17/23 $2.06 102 $210.22 0 0.00 102 $210.22 801359173062 01/17/23 $3.02 241 $728.07 0 0.00 241 $728.07 801361173061 01/17/23 $2.97 363 $1,078.77 0 0.00 363 $1,078.77 801362173059 01/17/23 $3.59 121 $433.97 0 0.00 121 $433.97 801363173058 01/17/23 $3.82 48 $183.40 0 0.00 48 $183.40 801364173062 01/17/23 $3.66 146 $535.06 0 0.00 146 $535.06 801365173053 01/17/23 $4.29 36 $154.51 0 0.00 36 $154.51 801366172552 01/17/23 $2.08 11 $22.90 0 0.00 11 $22.90 801367173004 01/17/23 $6.52 30 $195.50 0 0.00 30 $195.50 801368173056 01/17/23 $4.92 89 $437.60 0 0.00 89 $437.60 801369173123 01/17/23 $7.58 51 $386.76 0 0.00 51 $386.76 801370173123 01/17/23 $7.20 66 $474.93 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 01/17/23 $1.71 67 $114.30 0 0.00 67 $114.30 801397173061 01/17/23 $2.90 341 $988.03 0 0.00 341 $988.03 801398172879 01/17/23 $1.96 54 $105.72 0 0.00 54 $105.72 801399172779 01/17/23 $0.35 1 $0.35 0 0.00 1 $0.35 801400173083 01/17/23 $3.11 167 $518.91 0 0.00 167 $518.91 801401173052 01/17/23 $3.10 17 $52.67 0 0.00 17 $52.67 801403173098 01/17/23 $2.09 29 $60.68 0 0.00 29 $60.68 801404172689 01/17/23 $2.35 11 $25.80 0 0.00 11 $25.80 801405172131 01/17/23 $2.53 15 $37.90 0 0.00 15 $37.90 801406172980 01/17/23 $3.77 384 $1,448.80 0 0.00 384 $1,448.80 801407173057 01/17/23 $4.59 31 $142.23 0 0.00 31 $142.23 801408173057 01/17/23 $3.47 49 $170.10 0 0.00 49 $170.10 801409172657 01/17/23 $1.88 10 $18.75 0 0.00 10 $18.75 801411172990 01/17/23 $4.03 9 $36.30 0 0.00 9 $36.30 801412173003 01/17/23 $1.87 11 $20.61 0 0.00 11 $20.61 801413173013 01/17/23 $2.60 29 $75.31 0 0.00 29 $75.31 801415171899 01/17/23 $1.19 4 $4.75 0 0.00 4 $4.75 463406181211 01/18/23 $2.50 2 $5.00 0 0.00 2 $5.00 463413181805 01/18/23 $3.34 16 $53.50 0 0.00 16 $53.50 463429181964 01/18/23 $4.81 29 $139.50 0 0.00 29 $139.50 463439181745 01/18/23 $6.50 1 $6.50 0 0.00 1 $6.50 463448181591 01/18/23 $3.14 14 $44.00 0 0.00 14 $44.00 463566181850 01/18/23 $7.15 24 $171.50 0 0.00 24 $171.50 418 YOUR CARD PROCESSING STATEMENT Merchant Number 275173125889 Customer Service Website - Phone - 1-800-432-7628 Page 29 of 58 Statement Period 01/01/23 - 01/31/23 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. SUMMARY BY BATCH Total Gross Sales You Submitted Refunds Total Amount You Submitted Batch Submit Date Average Ticket Items Amount Items Amount Items Amount 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 $408.39 419 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 Customer Service Website - Phone - 1-800-432-7628 Page 30 of 58 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 Ticket Items Amount Items Amount Items Amount 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 $107.21 420 YOUR CARD PROCESSING STATEMENT Merchant Number 275173125889 Customer Service Website - Phone - 1-800-432-7628 Page 31 of 58 Statement Period 01/01/23 - 01/31/23 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. SUMMARY BY BATCH Total Gross Sales You Submitted Refunds Total Amount You Submitted Batch Submit Date Average Ticket Items Amount Items Amount Items Amount 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 $77.67 421 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 Customer Service Website - Phone - 1-800-432-7628 Page 32 of 58 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 Ticket Items Amount Items Amount Items Amount 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 $247.87 422 YOUR CARD PROCESSING STATEMENT Merchant Number 275173125889 Customer Service Website - Phone - 1-800-432-7628 Page 33 of 58 Statement Period 01/01/23 - 01/31/23 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. SUMMARY BY BATCH Total Gross Sales You Submitted Refunds Total Amount You Submitted Batch Submit Date Average Ticket Items Amount Items Amount Items Amount 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 $7,044.65 423 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 Customer Service Website - Phone - 1-800-432-7628 Page 34 of 58 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 Ticket Items Amount Items Amount Items Amount 801342212768 01/21/23 $3.12 16 $49.89 0 0.00 16 $49.89 801343213133 01/21/23 $1.29 355 $456.89 0 0.00 355 $456.89 801344212158 01/21/23 $0.87 3 $2.61 0 0.00 3 $2.61 801346213119 01/21/23 $1.36 46 $62.72 0 0.00 46 $62.72 801347213003 01/21/23 $1.93 35 $67.55 0 0.00 35 $67.55 801348212210 01/21/23 $0.79 4 $3.15 0 0.00 4 $3.15 801349213081 01/21/23 $1.88 65 $122.37 0 0.00 65 $122.37 801350213031 01/21/23 $1.44 31 $44.56 0 0.00 31 $44.56 801351213134 01/21/23 $1.49 532 $792.45 0 0.00 532 $792.45 801353213043 01/21/23 $2.11 50 $105.28 0 0.00 50 $105.28 801354213090 01/21/23 $2.37 271 $641.72 0 0.00 271 $641.72 801355212270 01/21/23 $4.60 2 $9.20 0 0.00 2 $9.20 801356213086 01/21/23 $1.27 43 $54.75 0 0.00 43 $54.75 801357212923 01/21/23 $2.43 27 $65.70 0 0.00 27 $65.70 801358213078 01/21/23 $2.42 112 $270.51 0 0.00 112 $270.51 801359213066 01/21/23 $3.74 229 $856.37 0 0.00 229 $856.37 801361213065 01/21/23 $3.59 363 $1,303.25 0 0.00 363 $1,303.25 801362213063 01/21/23 $4.45 127 $565.28 0 0.00 127 $565.28 801363213062 01/21/23 $4.25 43 $182.70 0 0.00 43 $182.70 801364213066 01/21/23 $4.12 109 $449.44 0 0.00 109 $449.44 801365213057 01/21/23 $4.90 22 $107.74 0 0.00 22 $107.74 801366212556 01/21/23 $1.35 1 $1.35 0 0.00 1 $1.35 801367213008 01/21/23 $4.69 42 $197.00 0 0.00 42 $197.00 801368213060 01/21/23 $5.23 84 $439.54 0 0.00 84 $439.54 801369213127 01/21/23 $5.70 74 $421.43 0 0.00 74 $421.43 801370213127 01/21/23 $6.59 57 $375.56 0 0.00 57 $375.56 801372213134 01/21/23 $4.75 122 $579.27 0 0.00 122 $579.27 801373213124 01/21/23 $5.65 120 $678.37 0 0.00 120 $678.37 801374213133 01/21/23 $5.20 161 $836.46 0 0.00 161 $836.46 801375213131 01/21/23 $5.20 261 $1,356.59 0 0.00 261 $1,356.59 801376212246 01/21/23 $3.72 147 $546.71 0 0.00 147 $546.71 801377213045 01/21/23 $3.83 113 $433.00 0 0.00 113 $433.00 801379212961 01/21/23 $5.39 93 $501.48 0 0.00 93 $501.48 801380212893 01/21/23 $1.65 18 $29.77 0 0.00 18 $29.77 801381213047 01/21/23 $2.33 95 $221.62 0 0.00 95 $221.62 801382213053 01/21/23 $19.75 167 $3,298.00 0 0.00 167 $3,298.00 801383212970 01/21/23 $1.75 20 $35.01 0 0.00 20 $35.01 801384213046 01/21/23 $3.76 114 $429.12 0 0.00 114 $429.12 801385213046 01/21/23 $4.34 179 $776.95 0 0.00 179 $776.95 801387213039 01/21/23 $1.92 50 $95.91 0 0.00 50 $95.91 801388211460 01/21/23 $2.99 3 $8.97 0 0.00 3 $8.97 801389213131 01/21/23 $1.46 85 $124.29 0 0.00 85 $124.29 801391213067 01/21/23 $1.17 8 $9.33 0 0.00 8 $9.33 801392213021 01/21/23 $1.59 14 $22.22 0 0.00 14 $22.22 801393213114 01/21/23 $1.32 26 $34.40 0 0.00 26 $34.40 801395213046 01/21/23 $1.47 6 $8.81 0 0.00 6 $8.81 801396213115 01/21/23 $2.50 54 $134.87 0 0.00 54 $134.87 801397213065 01/21/23 $3.39 348 $1,181.28 0 0.00 348 $1,181.28 801398212883 01/21/23 $2.19 39 $85.56 0 0.00 39 $85.56 801399212782 01/21/23 $2.35 3 $7.05 0 0.00 3 $7.05 801400213087 01/21/23 $3.63 141 $511.35 0 0.00 141 $511.35 801401213056 01/21/23 $1.56 48 $75.03 0 0.00 48 $75.03 801403213102 01/21/23 $1.68 44 $74.02 0 0.00 44 $74.02 801404212693 01/21/23 $2.07 8 $16.57 0 0.00 8 $16.57 801405212135 01/21/23 $3.33 20 $66.61 0 0.00 20 $66.61 801406212984 01/21/23 $6.96 263 $1,831.25 0 0.00 263 $1,831.25 801407213061 01/21/23 $5.33 21 $111.99 0 0.00 21 $111.99 424 YOUR CARD PROCESSING STATEMENT Merchant Number 275173125889 Customer Service Website - Phone - 1-800-432-7628 Page 35 of 58 Statement Period 01/01/23 - 01/31/23 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. SUMMARY BY BATCH Total Gross Sales You Submitted Refunds Total Amount You Submitted Batch Submit Date Average Ticket Items Amount Items Amount Items Amount 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 $584.40 425 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 Customer Service Website - Phone - 1-800-432-7628 Page 36 of 58 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 Ticket Items Amount Items Amount Items Amount 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 $294.48 426 YOUR CARD PROCESSING STATEMENT Merchant Number 275173125889 Customer Service Website - Phone - 1-800-432-7628 Page 37 of 58 Statement Period 01/01/23 - 01/31/23 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. SUMMARY BY BATCH Total Gross Sales You Submitted Refunds Total Amount You Submitted Batch Submit Date Average Ticket Items Amount Items Amount Items Amount 801335232933 01/23/23 $3.81 44 $167.85 0 0.00 44 $167.85 801336233136 01/23/23 $6.57 391 $2,569.93 0 0.00 391 $2,569.93 801338233014 01/23/23 $3.40 30 $102.05 0 0.00 30 $102.05 801339233048 01/23/23 $3.82 378 $1,445.59 0 0.00 378 $1,445.59 801340233137 01/23/23 $7.01 1,456 $10,213.59 0 0.00 1,456 $10,213.59 801341233137 01/23/23 $7.69 973 $7,481.50 0 0.00 973 $7,481.50 801342232770 01/23/23 $2.97 17 $50.45 0 0.00 17 $50.45 801343233135 01/23/23 $1.54 170 $262.08 0 0.00 170 $262.08 801344232160 01/23/23 $1.65 3 $4.95 0 0.00 3 $4.95 801346233121 01/23/23 $1.26 23 $29.06 0 0.00 23 $29.06 801347233005 01/23/23 $1.41 7 $9.89 0 0.00 7 $9.89 801348232212 01/23/23 $1.54 4 $6.15 0 0.00 4 $6.15 801349233083 01/23/23 $1.68 6 $10.10 0 0.00 6 $10.10 801350233033 01/23/23 $1.48 17 $25.16 0 0.00 17 $25.16 801351233136 01/23/23 $1.66 786 $1,300.95 0 0.00 786 $1,300.95 801353233045 01/23/23 $2.46 52 $128.08 0 0.00 52 $128.08 801354233092 01/23/23 $2.44 567 $1,381.05 0 0.00 567 $1,381.05 801355232272 01/23/23 $3.51 5 $17.56 0 0.00 5 $17.56 801356233088 01/23/23 $2.01 16 $32.17 0 0.00 16 $32.17 801357232925 01/23/23 $2.13 16 $34.04 0 0.00 16 $34.04 801358233080 01/23/23 $2.70 196 $528.77 0 0.00 196 $528.77 801359233068 01/23/23 $3.55 262 $930.43 0 0.00 262 $930.43 801361233067 01/23/23 $3.57 381 $1,359.44 0 0.00 381 $1,359.44 801362233065 01/23/23 $4.50 116 $521.77 0 0.00 116 $521.77 801363233064 01/23/23 $4.86 38 $184.55 0 0.00 38 $184.55 801364233068 01/23/23 $2.99 109 $326.36 0 0.00 109 $326.36 801365233059 01/23/23 $3.61 50 $180.68 0 0.00 50 $180.68 801366232558 01/23/23 $2.90 9 $26.10 0 0.00 9 $26.10 801367233010 01/23/23 $5.06 73 $369.70 0 0.00 73 $369.70 801368233062 01/23/23 $4.60 113 $519.55 0 0.00 113 $519.55 801369233129 01/23/23 $6.90 77 $531.44 0 0.00 77 $531.44 801370233129 01/23/23 $6.78 90 $610.35 0 0.00 90 $610.35 801372233136 01/23/23 $4.47 172 $768.26 0 0.00 172 $768.26 801373233126 01/23/23 $4.96 160 $792.97 0 0.00 160 $792.97 801374233135 01/23/23 $5.50 166 $913.68 0 0.00 166 $913.68 801375233133 01/23/23 $5.51 245 $1,350.72 0 0.00 245 $1,350.72 801376232248 01/23/23 $4.38 87 $381.18 0 0.00 87 $381.18 801377233047 01/23/23 $4.10 139 $570.24 0 0.00 139 $570.24 801379232963 01/23/23 $4.72 85 $401.30 0 0.00 85 $401.30 801380232895 01/23/23 $1.94 47 $91.21 0 0.00 47 $91.21 801381233049 01/23/23 $2.29 137 $313.76 0 0.00 137 $313.76 801382233055 01/23/23 $19.11 220 $4,204.25 0 0.00 220 $4,204.25 801383232972 01/23/23 $1.96 35 $68.43 0 0.00 35 $68.43 801384233048 01/23/23 $3.05 127 $387.41 0 0.00 127 $387.41 801385233048 01/23/23 $4.09 135 $552.35 0 0.00 135 $552.35 801387233041 01/23/23 $2.29 57 $130.46 0 0.00 57 $130.46 801388231462 01/23/23 $1.93 3 $5.80 0 0.00 3 $5.80 801389233133 01/23/23 $1.92 31 $59.51 0 0.00 31 $59.51 801391233069 01/23/23 $1.57 6 $9.42 0 0.00 6 $9.42 801392233023 01/23/23 $1.47 19 $27.87 0 0.00 19 $27.87 801393233116 01/23/23 $1.25 23 $28.73 0 0.00 23 $28.73 801395233048 01/23/23 $7.68 3 $23.05 0 0.00 3 $23.05 801396233117 01/23/23 $2.22 197 $437.36 0 0.00 197 $437.36 801397233067 01/23/23 $3.74 329 $1,228.88 0 0.00 329 $1,228.88 801398232885 01/23/23 $2.60 147 $382.31 0 0.00 147 $382.31 801399232783 01/23/23 $1.55 5 $7.75 0 0.00 5 $7.75 801400233089 01/23/23 $3.07 186 $570.89 0 0.00 186 $570.89 427 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 Customer Service Website - Phone - 1-800-432-7628 Page 38 of 58 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 Ticket Items Amount Items Amount Items Amount 801401233058 01/23/23 $2.03 20 $40.66 0 0.00 20 $40.66 801403233104 01/23/23 $1.71 30 $51.25 0 0.00 30 $51.25 801404232695 01/23/23 $2.58 23 $59.41 0 0.00 23 $59.41 801405232137 01/23/23 $3.03 65 $196.81 0 0.00 65 $196.81 801406232986 01/23/23 $20.35 196 $3,988.60 0 0.00 196 $3,988.60 801407233063 01/23/23 $4.52 41 $185.13 0 0.00 41 $185.13 801408233063 01/23/23 $3.06 52 $159.16 0 0.00 52 $159.16 801409232663 01/23/23 $2.04 31 $63.31 0 0.00 31 $63.31 801411232996 01/23/23 $4.52 27 $122.03 0 0.00 27 $122.03 801412233009 01/23/23 $2.07 14 $28.95 0 0.00 14 $28.95 801413233019 01/23/23 $3.14 10 $31.42 0 0.00 10 $31.42 801415231905 01/23/23 $1.69 8 $13.52 0 0.00 8 $13.52 463413241811 01/24/23 $3.36 7 $23.50 0 0.00 7 $23.50 463418241140 01/24/23 $5.00 1 $5.00 0 0.00 1 $5.00 463429241970 01/24/23 $5.92 20 $118.45 0 0.00 20 $118.45 463439241751 01/24/23 $7.75 2 $15.50 0 0.00 2 $15.50 463442241617 01/24/23 $8.50 3 $25.50 0 0.00 3 $25.50 463448241597 01/24/23 $2.42 6 $14.50 0 0.00 6 $14.50 463566241855 01/24/23 $8.04 24 $193.00 0 0.00 24 $193.00 463581241627 01/24/23 $7.81 8 $62.45 0 0.00 8 $62.45 801322243054 01/24/23 $3.93 35 $137.70 0 0.00 35 $137.70 801323243139 01/24/23 $6.32 555 $3,505.00 0 0.00 555 $3,505.00 801324242973 01/24/23 $4.94 139 $686.36 0 0.00 139 $686.36 801325243137 01/24/23 $6.10 449 $2,738.77 0 0.00 449 $2,738.77 801326243090 01/24/23 $3.60 30 $107.92 0 0.00 30 $107.92 801327243136 01/24/23 $5.44 139 $755.70 0 0.00 139 $755.70 801328243137 01/24/23 $4.85 780 $3,784.18 0 0.00 780 $3,784.18 801330243137 01/24/23 $4.31 394 $1,699.79 0 0.00 394 $1,699.79 801331243111 01/24/23 $1.84 208 $383.31 0 0.00 208 $383.31 801332243109 01/24/23 $4.67 47 $219.62 0 0.00 47 $219.62 801333243049 01/24/23 $5.20 42 $218.45 0 0.00 42 $218.45 801334242483 01/24/23 $2.30 2 $4.60 0 0.00 2 $4.60 801335242934 01/24/23 $3.43 32 $109.85 0 0.00 32 $109.85 801336243137 01/24/23 $5.42 256 $1,387.58 0 0.00 256 $1,387.58 801338243015 01/24/23 $2.70 19 $51.31 0 0.00 19 $51.31 801339243049 01/24/23 $4.09 209 $855.59 0 0.00 209 $855.59 801340243138 01/24/23 $7.19 868 $6,240.59 0 0.00 868 $6,240.59 801341243138 01/24/23 $7.60 809 $6,145.85 0 0.00 809 $6,145.85 801342242771 01/24/23 $3.98 8 $31.80 0 0.00 8 $31.80 801343243136 01/24/23 $1.28 355 $455.42 0 0.00 355 $455.42 801344242161 01/24/23 $1.64 6 $9.83 0 0.00 6 $9.83 801346243122 01/24/23 $1.12 63 $70.85 0 0.00 63 $70.85 801347243006 01/24/23 $1.75 37 $64.59 0 0.00 37 $64.59 801348242213 01/24/23 $1.35 1 $1.35 0 0.00 1 $1.35 801349243084 01/24/23 $1.61 95 $152.69 0 0.00 95 $152.69 801350243034 01/24/23 $1.31 51 $66.60 0 0.00 51 $66.60 801351243137 01/24/23 $1.44 455 $655.21 0 0.00 455 $655.21 801353243046 01/24/23 $2.93 35 $102.66 0 0.00 35 $102.66 801354243093 01/24/23 $2.33 204 $475.21 0 0.00 204 $475.21 801355242273 01/24/23 $5.06 2 $10.11 0 0.00 2 $10.11 801356243089 01/24/23 $1.25 41 $51.08 0 0.00 41 $51.08 801357242926 01/24/23 $3.30 9 $29.71 0 0.00 9 $29.71 801358243081 01/24/23 $2.29 112 $256.74 0 0.00 112 $256.74 801359243069 01/24/23 $3.38 174 $588.71 0 0.00 174 $588.71 801361243068 01/24/23 $3.46 277 $959.37 0 0.00 277 $959.37 801362243066 01/24/23 $3.55 87 $309.27 0 0.00 87 $309.27 801363243065 01/24/23 $4.60 34 $156.36 0 0.00 34 $156.36 428 YOUR CARD PROCESSING STATEMENT Merchant Number 275173125889 Customer Service Website - Phone - 1-800-432-7628 Page 39 of 58 Statement Period 01/01/23 - 01/31/23 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. SUMMARY BY BATCH Total Gross Sales You Submitted Refunds Total Amount You Submitted Batch Submit Date Average Ticket Items Amount Items Amount Items Amount 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 $838.93 429 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 Customer Service Website - Phone - 1-800-432-7628 Page 40 of 58 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 Ticket Items Amount Items Amount Items Amount 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 $838.55 430 YOUR CARD PROCESSING STATEMENT Merchant Number 275173125889 Customer Service Website - Phone - 1-800-432-7628 Page 41 of 58 Statement Period 01/01/23 - 01/31/23 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. SUMMARY BY BATCH Total Gross Sales You Submitted Refunds Total Amount You Submitted Batch Submit Date Average Ticket Items Amount Items Amount Items Amount 801398252887 01/25/23 $2.67 30 $80.19 0 0.00 30 $80.19 801399252785 01/25/23 $4.35 2 $8.70 0 0.00 2 $8.70 801400253091 01/25/23 $3.72 140 $520.78 0 0.00 140 $520.78 801401253060 01/25/23 $2.79 38 $105.87 0 0.00 38 $105.87 801403253106 01/25/23 $1.76 38 $66.70 0 0.00 38 $66.70 801404252697 01/25/23 $2.67 11 $29.32 0 0.00 11 $29.32 801405252139 01/25/23 $2.21 16 $35.37 0 0.00 16 $35.37 801406252988 01/25/23 $4.41 269 $1,185.85 0 0.00 269 $1,185.85 801407253065 01/25/23 $6.02 29 $174.72 0 0.00 29 $174.72 801408253065 01/25/23 $3.18 33 $104.95 0 0.00 33 $104.95 801409252665 01/25/23 $2.98 39 $116.33 0 0.00 39 $116.33 801411252998 01/25/23 $4.71 13 $61.26 0 0.00 13 $61.26 801412253011 01/25/23 $1.40 11 $15.42 0 0.00 11 $15.42 801413253021 01/25/23 $3.45 12 $41.44 0 0.00 12 $41.44 801415251907 01/25/23 $2.18 5 $10.92 0 0.00 5 $10.92 463413261813 01/26/23 $4.89 9 $44.00 0 0.00 9 $44.00 463418261142 01/26/23 $3.75 2 $7.50 0 0.00 2 $7.50 463429261972 01/26/23 $5.33 21 $111.95 0 0.00 21 $111.95 463439261753 01/26/23 $3.75 2 $7.50 0 0.00 2 $7.50 463442261619 01/26/23 $1.00 1 $1.00 0 0.00 1 $1.00 463448261599 01/26/23 $4.75 10 $47.50 0 0.00 10 $47.50 463566261857 01/26/23 $7.07 30 $212.00 0 0.00 30 $212.00 463581261629 01/26/23 $3.21 7 $22.50 0 0.00 7 $22.50 801322263056 01/26/23 $2.93 31 $90.80 0 0.00 31 $90.80 801323263141 01/26/23 $6.93 521 $3,612.46 0 0.00 521 $3,612.46 801324262975 01/26/23 $5.22 121 $631.11 0 0.00 121 $631.11 801325263139 01/26/23 $5.74 515 $2,954.35 0 0.00 515 $2,954.35 801326263092 01/26/23 $3.81 28 $106.62 0 0.00 28 $106.62 801327263138 01/26/23 $4.51 133 $599.17 0 0.00 133 $599.17 801328263139 01/26/23 $5.12 769 $3,936.99 0 0.00 769 $3,936.99 801330263139 01/26/23 $4.58 427 $1,954.76 0 0.00 427 $1,954.76 801331263113 01/26/23 $1.73 197 $340.90 0 0.00 197 $340.90 801332263111 01/26/23 $4.86 37 $179.91 0 0.00 37 $179.91 801333263051 01/26/23 $4.58 42 $192.47 0 0.00 42 $192.47 801335262936 01/26/23 $3.14 31 $97.40 0 0.00 31 $97.40 801336263139 01/26/23 $6.16 270 $1,664.07 0 0.00 270 $1,664.07 801338263017 01/26/23 $3.28 25 $82.05 0 0.00 25 $82.05 801339263051 01/26/23 $3.91 250 $976.85 0 0.00 250 $976.85 801340263140 01/26/23 $7.30 904 $6,600.69 0 0.00 904 $6,600.69 801341263140 01/26/23 $8.12 707 $5,742.83 0 0.00 707 $5,742.83 801342262773 01/26/23 $3.04 13 $39.50 0 0.00 13 $39.50 801343263138 01/26/23 $1.24 380 $472.88 0 0.00 380 $472.88 801344262163 01/26/23 $1.35 2 $2.69 0 0.00 2 $2.69 801346263124 01/26/23 $1.04 40 $41.44 0 0.00 40 $41.44 801347263008 01/26/23 $2.08 48 $99.78 0 0.00 48 $99.78 801348262214 01/26/23 $4.39 4 $17.55 0 0.00 4 $17.55 801349263086 01/26/23 $1.74 111 $193.46 0 0.00 111 $193.46 801350263036 01/26/23 $1.67 58 $96.99 0 0.00 58 $96.99 801351263139 01/26/23 $1.44 459 $661.16 0 0.00 459 $661.16 801353263048 01/26/23 $2.56 44 $112.44 0 0.00 44 $112.44 801354263095 01/26/23 $2.11 227 $478.38 0 0.00 227 $478.38 801355262275 01/26/23 $4.22 5 $21.12 0 0.00 5 $21.12 801356263091 01/26/23 $1.11 39 $43.43 0 0.00 39 $43.43 801357262928 01/26/23 $2.71 20 $54.10 0 0.00 20 $54.10 801358263083 01/26/23 $2.20 97 $213.56 0 0.00 97 $213.56 801359263071 01/26/23 $3.61 222 $800.64 0 0.00 222 $800.64 801361263070 01/26/23 $3.28 341 $1,117.71 0 0.00 341 $1,117.71 431 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 Customer Service Website - Phone - 1-800-432-7628 Page 42 of 58 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 Ticket Items Amount Items Amount Items Amount 801362263068 01/26/23 $4.09 82 $335.59 0 0.00 82 $335.59 801363263067 01/26/23 $3.91 46 $179.99 0 0.00 46 $179.99 801364263071 01/26/23 $3.46 130 $450.31 0 0.00 130 $450.31 801365263062 01/26/23 $3.93 37 $145.40 0 0.00 37 $145.40 801366262561 01/26/23 $2.35 2 $4.70 0 0.00 2 $4.70 801367263013 01/26/23 $5.41 46 $248.75 0 0.00 46 $248.75 801368263065 01/26/23 $5.63 61 $343.40 0 0.00 61 $343.40 801369263132 01/26/23 $5.73 48 $275.14 0 0.00 48 $275.14 801370263132 01/26/23 $6.24 61 $380.91 0 0.00 61 $380.91 801372263139 01/26/23 $5.25 98 $514.14 0 0.00 98 $514.14 801373263129 01/26/23 $5.49 104 $570.61 0 0.00 104 $570.61 801374263138 01/26/23 $5.36 168 $901.21 0 0.00 168 $901.21 801375263136 01/26/23 $5.29 222 $1,175.16 0 0.00 222 $1,175.16 801376262251 01/26/23 $4.31 87 $375.34 0 0.00 87 $375.34 801377263050 01/26/23 $3.88 66 $256.19 0 0.00 66 $256.19 801379262966 01/26/23 $5.08 65 $330.15 0 0.00 65 $330.15 801380262898 01/26/23 $2.08 14 $29.17 0 0.00 14 $29.17 801381263052 01/26/23 $2.27 103 $233.32 0 0.00 103 $233.32 801382263058 01/26/23 $19.15 143 $2,737.75 0 0.00 143 $2,737.75 801383262975 01/26/23 $2.00 13 $26.06 0 0.00 13 $26.06 801384263051 01/26/23 $3.27 138 $451.85 0 0.00 138 $451.85 801385263051 01/26/23 $4.03 146 $587.92 0 0.00 146 $587.92 801387263044 01/26/23 $2.10 46 $96.74 0 0.00 46 $96.74 801388261463 01/26/23 $3.71 1 $3.71 0 0.00 1 $3.71 801389263136 01/26/23 $1.42 111 $157.47 0 0.00 111 $157.47 801391263072 01/26/23 $1.45 14 $20.23 0 0.00 14 $20.23 801392263026 01/26/23 $1.79 14 $25.10 0 0.00 14 $25.10 801393263119 01/26/23 $1.26 17 $21.34 0 0.00 17 $21.34 801395263051 01/26/23 $1.02 3 $3.05 0 0.00 3 $3.05 801396263120 01/26/23 $2.47 83 $205.27 0 0.00 83 $205.27 801397263070 01/26/23 $3.41 278 $946.87 0 0.00 278 $946.87 801398262888 01/26/23 $1.94 32 $61.93 0 0.00 32 $61.93 801399262786 01/26/23 $1.19 2 $2.37 0 0.00 2 $2.37 801400263092 01/26/23 $2.91 182 $529.95 0 0.00 182 $529.95 801401263061 01/26/23 $1.71 34 $58.13 0 0.00 34 $58.13 801403263107 01/26/23 $1.71 52 $88.85 0 0.00 52 $88.85 801404262698 01/26/23 $2.41 12 $28.91 0 0.00 12 $28.91 801405262140 01/26/23 $2.78 16 $44.44 0 0.00 16 $44.44 801406262989 01/26/23 $4.43 324 $1,435.45 0 0.00 324 $1,435.45 801407263066 01/26/23 $5.12 43 $220.16 0 0.00 43 $220.16 801408263066 01/26/23 $3.55 29 $103.00 0 0.00 29 $103.00 801409262666 01/26/23 $2.77 32 $88.60 0 0.00 32 $88.60 801411262999 01/26/23 $5.27 5 $26.36 0 0.00 5 $26.36 801412263012 01/26/23 $1.72 13 $22.38 0 0.00 13 $22.38 801413263022 01/26/23 $3.29 19 $62.60 0 0.00 19 $62.60 801415261908 01/26/23 $2.10 1 $2.10 0 0.00 1 $2.10 463413271814 01/27/23 $4.17 12 $50.00 0 0.00 12 $50.00 463429271973 01/27/23 $4.39 32 $140.45 0 0.00 32 $140.45 463442271620 01/27/23 $6.50 1 $6.50 0 0.00 1 $6.50 463448271600 01/27/23 $3.64 7 $25.50 0 0.00 7 $25.50 463566271858 01/27/23 $7.47 29 $216.50 0 0.00 29 $216.50 463581271630 01/27/23 $8.00 4 $32.00 0 0.00 4 $32.00 801322273057 01/27/23 $3.02 23 $69.38 0 0.00 23 $69.38 801323273142 01/27/23 $6.90 525 $3,620.59 0 0.00 525 $3,620.59 801324272976 01/27/23 $4.43 124 $549.40 0 0.00 124 $549.40 801325273140 01/27/23 $6.40 520 $3,329.04 0 0.00 520 $3,329.04 801326273093 01/27/23 $4.11 26 $106.78 0 0.00 26 $106.78 432 YOUR CARD PROCESSING STATEMENT Merchant Number 275173125889 Customer Service Website - Phone - 1-800-432-7628 Page 43 of 58 Statement Period 01/01/23 - 01/31/23 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. SUMMARY BY BATCH Total Gross Sales You Submitted Refunds Total Amount You Submitted Batch Submit Date Average Ticket Items Amount Items Amount Items Amount 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 $30.93 433 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 Customer Service Website - Phone - 1-800-432-7628 Page 44 of 58 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 Ticket Items Amount Items Amount Items Amount 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 $50.50 434 YOUR CARD PROCESSING STATEMENT Merchant Number 275173125889 Customer Service Website - Phone - 1-800-432-7628 Page 45 of 58 Statement Period 01/01/23 - 01/31/23 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. SUMMARY BY BATCH Total Gross Sales You Submitted Refunds Total Amount You Submitted Batch Submit Date Average Ticket Items Amount Items Amount Items Amount 801358283085 01/28/23 $3.28 68 $223.17 0 0.00 68 $223.17 801359283073 01/28/23 $3.43 253 $868.18 0 0.00 253 $868.18 801361283072 01/28/23 $3.09 438 $1,351.58 0 0.00 438 $1,351.58 801362283070 01/28/23 $4.57 110 $503.13 0 0.00 110 $503.13 801363283069 01/28/23 $4.21 41 $172.77 0 0.00 41 $172.77 801364283073 01/28/23 $3.41 147 $501.53 0 0.00 147 $501.53 801365283064 01/28/23 $4.36 37 $161.25 0 0.00 37 $161.25 801366282563 01/28/23 $2.45 7 $17.17 0 0.00 7 $17.17 801367283015 01/28/23 $4.53 57 $258.45 0 0.00 57 $258.45 801368283067 01/28/23 $5.83 68 $396.75 0 0.00 68 $396.75 801369283134 01/28/23 $6.69 77 $515.26 0 0.00 77 $515.26 801370283134 01/28/23 $4.51 102 $459.54 0 0.00 102 $459.54 801372283141 01/28/23 $5.16 98 $505.66 0 0.00 98 $505.66 801373283131 01/28/23 $4.55 126 $572.80 0 0.00 126 $572.80 801374283140 01/28/23 $5.47 198 $1,082.91 0 0.00 198 $1,082.91 801375283138 01/28/23 $5.27 227 $1,196.54 0 0.00 227 $1,196.54 801376282253 01/28/23 $3.93 95 $373.24 0 0.00 95 $373.24 801377283052 01/28/23 $3.83 64 $244.82 0 0.00 64 $244.82 801379282968 01/28/23 $4.59 87 $399.60 0 0.00 87 $399.60 801380282900 01/28/23 $1.85 23 $42.63 0 0.00 23 $42.63 801381283054 01/28/23 $2.11 121 $254.98 0 0.00 121 $254.98 801382283060 01/28/23 $19.42 139 $2,699.50 0 0.00 139 $2,699.50 801383282977 01/28/23 $1.75 30 $52.55 0 0.00 30 $52.55 801384283053 01/28/23 $3.89 99 $384.74 0 0.00 99 $384.74 801385283053 01/28/23 $4.50 128 $576.27 0 0.00 128 $576.27 801387283046 01/28/23 $1.61 45 $72.57 0 0.00 45 $72.57 801388281464 01/28/23 $3.85 1 $3.85 0 0.00 1 $3.85 801389283138 01/28/23 $1.50 84 $126.09 0 0.00 84 $126.09 801391283074 01/28/23 $1.14 13 $14.87 0 0.00 13 $14.87 801392283028 01/28/23 $1.48 15 $22.20 0 0.00 15 $22.20 801393283121 01/28/23 $0.99 31 $30.79 0 0.00 31 $30.79 801395283053 01/28/23 $0.97 5 $4.87 0 0.00 5 $4.87 801396283122 01/28/23 $2.13 44 $93.81 0 0.00 44 $93.81 801397283072 01/28/23 $3.36 340 $1,142.51 0 0.00 340 $1,142.51 801398282890 01/28/23 $2.76 22 $60.82 0 0.00 22 $60.82 801399282788 01/28/23 $2.17 2 $4.33 0 0.00 2 $4.33 801400283094 01/28/23 $3.21 141 $453.30 0 0.00 141 $453.30 801401283063 01/28/23 $1.79 54 $96.79 0 0.00 54 $96.79 801403283109 01/28/23 $1.95 39 $76.00 0 0.00 39 $76.00 801404282700 01/28/23 $3.45 8 $27.57 0 0.00 8 $27.57 801405282142 01/28/23 $1.94 13 $25.20 0 0.00 13 $25.20 801406282991 01/28/23 $6.32 245 $1,547.55 0 0.00 245 $1,547.55 801407283068 01/28/23 $5.87 21 $123.18 0 0.00 21 $123.18 801408283068 01/28/23 $3.32 39 $129.60 0 0.00 39 $129.60 801409282668 01/28/23 $2.68 13 $34.85 0 0.00 13 $34.85 801411283001 01/28/23 $6.61 10 $66.05 0 0.00 10 $66.05 801412283014 01/28/23 $1.83 9 $16.45 0 0.00 9 $16.45 801413283024 01/28/23 $3.71 41 $152.17 0 0.00 41 $152.17 801415281910 01/28/23 $1.06 4 $4.22 0 0.00 4 $4.22 463406291218 01/29/23 $12.83 3 $38.50 0 0.00 3 $38.50 463413291816 01/29/23 $3.83 18 $69.00 0 0.00 18 $69.00 463418291143 01/29/23 $1.00 1 $1.00 0 0.00 1 $1.00 463425290891 01/29/23 $5.75 4 $23.00 0 0.00 4 $23.00 463429291975 01/29/23 $2.15 13 $28.00 0 0.00 13 $28.00 463439291755 01/29/23 $3.50 2 $7.00 0 0.00 2 $7.00 463442291622 01/29/23 $10.50 3 $31.50 0 0.00 3 $31.50 463448291602 01/29/23 $12.83 3 $38.50 0 0.00 3 $38.50 435 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 Customer Service Website - Phone - 1-800-432-7628 Page 46 of 58 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 Ticket Items Amount Items Amount Items Amount 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 $467.65 436 YOUR CARD PROCESSING STATEMENT Merchant Number 275173125889 Customer Service Website - Phone - 1-800-432-7628 Page 47 of 58 Statement Period 01/01/23 - 01/31/23 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. SUMMARY BY BATCH Total Gross Sales You Submitted Refunds Total Amount You Submitted Batch Submit Date Average Ticket Items Amount Items Amount Items Amount 801385293054 01/29/23 $4.14 148 $612.21 0 0.00 148 $612.21 801387293047 01/29/23 $1.84 41 $75.37 0 0.00 41 $75.37 801388291465 01/29/23 $2.36 9 $21.26 0 0.00 9 $21.26 801389293139 01/29/23 $1.23 60 $73.90 0 0.00 60 $73.90 801391293075 01/29/23 $1.49 22 $32.67 0 0.00 22 $32.67 801392293029 01/29/23 $1.04 18 $18.69 0 0.00 18 $18.69 801393293122 01/29/23 $1.24 35 $43.47 0 0.00 35 $43.47 801395293054 01/29/23 $2.10 8 $16.83 0 0.00 8 $16.83 801396293123 01/29/23 $2.04 93 $189.89 0 0.00 93 $189.89 801397293073 01/29/23 $3.73 338 $1,259.49 0 0.00 338 $1,259.49 801398292891 01/29/23 $2.42 68 $164.32 0 0.00 68 $164.32 801400293095 01/29/23 $3.12 212 $660.50 0 0.00 212 $660.50 801401293064 01/29/23 $1.35 2 $2.70 0 0.00 2 $2.70 801403293110 01/29/23 $1.54 19 $29.20 0 0.00 19 $29.20 801404292701 01/29/23 $2.68 20 $53.68 0 0.00 20 $53.68 801405292143 01/29/23 $2.54 39 $99.04 0 0.00 39 $99.04 801406292992 01/29/23 $20.17 177 $3,570.90 0 0.00 177 $3,570.90 801407293069 01/29/23 $4.23 20 $84.50 0 0.00 20 $84.50 801408293069 01/29/23 $3.75 55 $206.28 0 0.00 55 $206.28 801409292669 01/29/23 $1.90 27 $51.41 0 0.00 27 $51.41 801411293002 01/29/23 $4.30 30 $129.04 0 0.00 30 $129.04 801412293015 01/29/23 $1.10 6 $6.57 0 0.00 6 $6.57 801413293025 01/29/23 $3.77 25 $94.18 0 0.00 25 $94.18 801415291911 01/29/23 $1.35 5 $6.75 0 0.00 5 $6.75 463413301817 01/30/23 $7.00 18 $126.00 0 0.00 18 $126.00 463429301976 01/30/23 $2.50 17 $42.50 0 0.00 17 $42.50 463439301756 01/30/23 $20.17 3 $60.50 0 0.00 3 $60.50 463442301623 01/30/23 $9.20 5 $46.00 0 0.00 5 $46.00 463448301603 01/30/23 $14.17 6 $85.00 0 0.00 6 $85.00 463581301633 01/30/23 $9.33 6 $56.00 0 0.00 6 $56.00 801322303060 01/30/23 $5.18 45 $232.96 0 0.00 45 $232.96 801323303145 01/30/23 $7.45 688 $5,128.97 0 0.00 688 $5,128.97 801324302979 01/30/23 $4.31 188 $809.52 0 0.00 188 $809.52 801325303143 01/30/23 $6.78 815 $5,527.35 0 0.00 815 $5,527.35 801326303096 01/30/23 $5.06 34 $172.00 0 0.00 34 $172.00 801327303142 01/30/23 $4.96 196 $972.75 0 0.00 196 $972.75 801328303143 01/30/23 $5.98 954 $5,701.15 0 0.00 954 $5,701.15 801330303143 01/30/23 $5.16 392 $2,023.07 0 0.00 392 $2,023.07 801331303117 01/30/23 $2.35 194 $456.54 0 0.00 194 $456.54 801332303115 01/30/23 $3.65 64 $233.42 0 0.00 64 $233.42 801333303055 01/30/23 $4.34 72 $312.25 0 0.00 72 $312.25 801335302940 01/30/23 $4.05 74 $300.05 0 0.00 74 $300.05 801336303143 01/30/23 $6.36 410 $2,606.25 0 0.00 410 $2,606.25 801338303021 01/30/23 $3.49 26 $90.74 0 0.00 26 $90.74 801339303055 01/30/23 $3.81 373 $1,422.67 0 0.00 373 $1,422.67 801340303144 01/30/23 $7.00 1,267 $8,868.65 0 0.00 1,267 $8,868.65 801341303144 01/30/23 $7.66 898 $6,878.15 0 0.00 898 $6,878.15 801342302777 01/30/23 $3.14 14 $43.90 0 0.00 14 $43.90 801343303142 01/30/23 $1.30 249 $324.87 0 0.00 249 $324.87 801344302166 01/30/23 $0.98 2 $1.95 0 0.00 2 $1.95 801346303128 01/30/23 $1.31 19 $24.85 0 0.00 19 $24.85 801347303012 01/30/23 $1.47 11 $16.15 0 0.00 11 $16.15 801348302218 01/30/23 $1.48 2 $2.95 0 0.00 2 $2.95 801349303090 01/30/23 $1.29 12 $15.48 0 0.00 12 $15.48 801350303040 01/30/23 $1.70 18 $30.54 0 0.00 18 $30.54 801351303143 01/30/23 $1.65 817 $1,347.16 0 0.00 817 $1,347.16 801353303052 01/30/23 $2.26 38 $85.85 0 0.00 38 $85.85 437 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 Customer Service Website - Phone - 1-800-432-7628 Page 48 of 58 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 Ticket Items Amount Items Amount Items Amount 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 $16.50 438 YOUR CARD PROCESSING STATEMENT Merchant Number 275173125889 Customer Service Website - Phone - 1-800-432-7628 Page 49 of 58 Statement Period 01/01/23 - 01/31/23 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. SUMMARY BY BATCH Total Gross Sales You Submitted Refunds Total Amount You Submitted Batch Submit Date Average Ticket Items Amount Items Amount Items Amount 463442311624 01/31/23 $8.50 1 $8.50 0 0.00 1 $8.50 463448311604 01/31/23 $2.79 7 $19.50 0 0.00 7 $19.50 463566311861 01/31/23 $7.14 21 $150.00 0 0.00 21 $150.00 463581311634 01/31/23 $9.75 6 $58.50 0 0.00 6 $58.50 801322313061 01/31/23 $2.84 20 $56.80 0 0.00 20 $56.80 801323313146 01/31/23 $6.41 522 $3,345.22 0 0.00 522 $3,345.22 801324312980 01/31/23 $4.73 116 $549.18 0 0.00 116 $549.18 801325313144 01/31/23 $6.01 488 $2,931.27 0 0.00 488 $2,931.27 801326313097 01/31/23 $5.91 25 $147.69 0 0.00 25 $147.69 801327313143 01/31/23 $4.83 119 $575.13 0 0.00 119 $575.13 801328313144 01/31/23 $4.73 710 $3,359.89 0 0.00 710 $3,359.89 801330313144 01/31/23 $4.03 386 $1,556.45 0 0.00 386 $1,556.45 801331313118 01/31/23 $1.57 185 $290.67 0 0.00 185 $290.67 801332313116 01/31/23 $5.73 43 $246.34 0 0.00 43 $246.34 801333313056 01/31/23 $4.67 36 $168.04 0 0.00 36 $168.04 801335312941 01/31/23 $2.85 5 $14.25 0 0.00 5 $14.25 801336313144 01/31/23 $5.78 244 $1,411.39 0 0.00 244 $1,411.39 801338313022 01/31/23 $3.27 38 $124.22 0 0.00 38 $124.22 801339313056 01/31/23 $4.05 263 $1,064.06 0 0.00 263 $1,064.06 801340313145 01/31/23 $6.93 857 $5,935.89 0 0.00 857 $5,935.89 801341313145 01/31/23 $7.79 734 $5,720.95 0 0.00 734 $5,720.95 801342312778 01/31/23 $3.17 10 $31.74 0 0.00 10 $31.74 801343313143 01/31/23 $1.30 375 $487.23 0 0.00 375 $487.23 801344312167 01/31/23 $1.17 7 $8.21 0 0.00 7 $8.21 801346313129 01/31/23 $1.22 64 $78.34 0 0.00 64 $78.34 801347313013 01/31/23 $1.94 42 $81.47 0 0.00 42 $81.47 801348312219 01/31/23 $4.76 2 $9.51 0 0.00 2 $9.51 801349313091 01/31/23 $1.71 95 $162.77 0 0.00 95 $162.77 801350313041 01/31/23 $1.31 55 $72.17 0 0.00 55 $72.17 801351313144 01/31/23 $1.49 470 $698.66 0 0.00 470 $698.66 801353313053 01/31/23 $2.66 40 $106.57 0 0.00 40 $106.57 801354313100 01/31/23 $2.30 234 $538.66 0 0.00 234 $538.66 801355312279 01/31/23 $6.85 2 $13.69 0 0.00 2 $13.69 801356313096 01/31/23 $1.45 36 $52.34 0 0.00 36 $52.34 801357312933 01/31/23 $2.28 14 $31.89 0 0.00 14 $31.89 801358313088 01/31/23 $2.51 87 $218.68 0 0.00 87 $218.68 801359313076 01/31/23 $3.64 181 $658.20 0 0.00 181 $658.20 801361313075 01/31/23 $3.45 267 $920.47 0 0.00 267 $920.47 801362313073 01/31/23 $3.95 82 $323.51 0 0.00 82 $323.51 801363313072 01/31/23 $3.28 46 $150.98 0 0.00 46 $150.98 801364313076 01/31/23 $3.56 128 $455.17 0 0.00 128 $455.17 801365313067 01/31/23 $3.88 29 $112.50 0 0.00 29 $112.50 801366312566 01/31/23 $1.19 4 $4.77 0 0.00 4 $4.77 801367313018 01/31/23 $5.03 53 $266.65 0 0.00 53 $266.65 801368313070 01/31/23 $6.15 63 $387.20 0 0.00 63 $387.20 801369313137 01/31/23 $7.16 69 $493.88 0 0.00 69 $493.88 801370313137 01/31/23 $4.91 62 $304.40 0 0.00 62 $304.40 801372313144 01/31/23 $5.19 93 $482.37 0 0.00 93 $482.37 801373313134 01/31/23 $4.95 115 $569.43 0 0.00 115 $569.43 801374313143 01/31/23 $5.46 143 $780.62 0 0.00 143 $780.62 801375313141 01/31/23 $5.14 202 $1,037.55 0 0.00 202 $1,037.55 801376312256 01/31/23 $4.45 61 $271.33 0 0.00 61 $271.33 801377313055 01/31/23 $4.30 48 $206.33 0 0.00 48 $206.33 801379312971 01/31/23 $5.18 86 $445.40 0 0.00 86 $445.40 801380312903 01/31/23 $1.47 17 $24.99 0 0.00 17 $24.99 801381313057 01/31/23 $2.28 102 $232.12 0 0.00 102 $232.12 801382313063 01/31/23 $18.84 152 $2,863.60 0 0.00 152 $2,863.60 439 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 Customer Service Website - Phone - 1-800-432-7628 Page 50 of 58 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 Ticket Items Amount Items Amount Items Amount 801383312980 01/31/23 $2.07 13 $26.86 0 0.00 13 $26.86 801384313056 01/31/23 $3.64 125 $455.48 0 0.00 125 $455.48 801385313056 01/31/23 $4.24 112 $475.31 0 0.00 112 $475.31 801387313049 01/31/23 $1.80 41 $73.81 0 0.00 41 $73.81 801388311467 01/31/23 $1.10 1 $1.10 0 0.00 1 $1.10 801389313141 01/31/23 $1.36 89 $120.94 0 0.00 89 $120.94 801391313077 01/31/23 $0.84 10 $8.40 0 0.00 10 $8.40 801392313031 01/31/23 $1.17 28 $32.83 0 0.00 28 $32.83 801393313124 01/31/23 $1.77 17 $30.14 0 0.00 17 $30.14 801395313056 01/31/23 $1.26 11 $13.83 0 0.00 11 $13.83 801396313125 01/31/23 $2.77 41 $113.77 0 0.00 41 $113.77 801397313075 01/31/23 $3.20 248 $792.36 0 0.00 248 $792.36 801398312893 01/31/23 $2.34 26 $60.81 0 0.00 26 $60.81 801399312790 01/31/23 $0.85 2 $1.70 0 0.00 2 $1.70 801400313097 01/31/23 $3.44 149 $512.14 0 0.00 149 $512.14 801401313066 01/31/23 $1.40 46 $64.35 0 0.00 46 $64.35 801403313112 01/31/23 $1.80 43 $77.38 0 0.00 43 $77.38 801404312703 01/31/23 $1.82 9 $16.41 0 0.00 9 $16.41 801405312145 01/31/23 $2.43 13 $31.65 0 0.00 13 $31.65 801406312994 01/31/23 $4.40 325 $1,429.10 0 0.00 325 $1,429.10 801407313071 01/31/23 $6.33 33 $208.82 0 0.00 33 $208.82 801408313071 01/31/23 $2.27 15 $34.04 0 0.00 15 $34.04 801409312671 01/31/23 $2.08 30 $62.48 0 0.00 30 $62.48 801411313004 01/31/23 $4.48 18 $80.65 0 0.00 18 $80.65 801412313017 01/31/23 $2.81 5 $14.07 0 0.00 5 $14.07 801413313027 01/31/23 $3.16 29 $91.54 0 0.00 29 $91.54 801415311913 01/31/23 $2.82 5 $14.09 0 0.00 5 $14.09 Total 364,860 $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 -$10,060.62 440 YOUR CARD PROCESSING STATEMENT Merchant Number 275173125889 Customer Service Website - Phone - 1-800-432-7628 Page 51 of 58 Statement Period 01/01/23 - 01/31/23 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. 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 -$256,398.38 CHARGEBACKS/REVERSALS Transactions that are challenged or disputed by a cardholder or card-issuing bank. Date Reference No. Description Card Number (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 -$12.35 441 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 Customer Service Website - Phone - 1-800-432-7628 Page 52 of 58 Statement Period 01/01/23 - 01/31/23 CHARGEBACKS/REVERSALS Transactions that are challenged or disputed by a cardholder or card-issuing bank. Date Reference No. Description Card Number (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 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 $31.20 442 YOUR CARD PROCESSING STATEMENT Merchant Number 275173125889 Customer Service Website - Phone - 1-800-432-7628 Page 53 of 58 Statement Period 01/01/23 - 01/31/23 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. CHARGEBACKS/REVERSALS Transactions that are challenged or disputed by a cardholder or card-issuing bank. Date Reference No. Description Card Number (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 -$8.35 443 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 Customer Service Website - Phone - 1-800-432-7628 Page 54 of 58 Statement Period 01/01/23 - 01/31/23 CHARGEBACKS/REVERSALS Transactions that are challenged or disputed by a cardholder or card-issuing bank. Date Reference No. Description Card Number (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 -$497.98 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 -$1,532.49 444 YOUR CARD PROCESSING STATEMENT Merchant Number 275173125889 Customer Service Website - Phone - 1-800-432-7628 Page 55 of 58 Statement Period 01/01/23 - 01/31/23 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. FEES Amount charged to authorize, process and settle card transactions, along with transaction-based and/or fixed amounts charged for specific card processing services. MC-BUS LEVEL 4 DATA RATE I Interchange charges -$173.03 MC-COM DATA RATE I FLT NFUEL Interchange charges -$223.66 MASTERCARD ASSESSMENT FEE 0.0013 TIMES $470699.92 Interchange charges -$611.91 MC-DOMESTIC MERIT I PREPAID Interchange charges -$48.32 MC-SM TICKET MPP CON KEY DB PP Interchange charges -$201.57 MC-MERIT I ECOMM (DB)Interchange charges -$281.04 MC-BUS LEVEL 3 DATA RATE I Interchange charges -$232.67 MC-REGULATED FRD ADJ COMM (DB)Interchange charges -$1,025.23 MC-CORP DATA RATE I (US) PUR Interchange charges -$53.24 MC-PREM COM STD ACQUSISSAP Interchange charges -$0.05 MC-SM TCKT MPP REG CON KEY DP Interchange charges -$2,566.90 MC-CORP PURCHASING INTL PUR Interchange charges -$1.25 MC LICENSE VOLUME FEE 0.000082 DISC RATE TIMES $470699.92 Service charges -$38.60 MC-AUTH DIGITAL ENABLEMENT MIN 102674 TRANSACTIONS AT 0.02 Fees -$2,053.48 MC TPE ACQ MERCH ADVICE CODE 6 TRANSACTIONS AT 0.03 Fees -$0.18 MC TPE NOMINAL AMNT AUTH 1 TRANSACTIONS AT 0.045 Fees -$0.05 MC TPE EXCESSIVE AUTH 74 TRANSACTIONS AT 0.1 Fees -$7.40 MC FOREIGN HANDLING FEE 0.005 TIMES $36578.05 Fees -$182.89 MASTERCARD AUTH FEE 104499 TRANSACTIONS AT 0.015 Fees -$1,567.49 MC-DECLINE REASON CODE SVC FEE 5589 TRANSACTIONS AT 0.02 Fees -$111.78 VISA VI INTEGRITY FEE DETAIL REPORT 9,167 TRANSACTIONS AT .002000 Fees -$18.33 VI-US BUS TR2 PRD 1 Interchange charges -$486.32 VI-US REGULATED COMM (DB)Interchange charges -$2,420.36 VI-US BUS TR3 PRD 1 Interchange charges -$516.37 VI-ECOMM BSC P1 SIG PRF INFSQ Interchange charges -$9,621.95 VI-US BUS TR4 PRD 1 Interchange charges -$359.47 VI-SUPER PREMIUM EU ISS US ACQ Interchange charges -$54.64 VI-INTER PREM CEMEA ISS US ACQ Interchange charges -$15.90 VI-INTER PREM EU ISS US ACQ Interchange charges -$10.56 VI-CPS/ECOMM-BASIC (PP)Interchange charges -$1,571.52 VI-CORPORATE PREPAID Interchange charges -$0.19 VI-US BUS TR1 PRD 1 Interchange charges -$355.54 VI-PURCHASING CARD CNP Interchange charges -$154.15 VI-BUSINESS CARD CNP (DB)Interchange charges -$90.07 VI-INTREG BUS/CORP/PURCH (US)Interchange charges -$59.61 VI-BUS PURCH CNP (PP)Interchange charges -$31.76 VI-SUPER PREMIUM CEMEA ISS US Interchange charges -$7.80 VI-INTER PREM CAN ISS US ACQ Interchange charges -$157.97 VI-REG CONSUMER 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 -$0.10 445 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 Customer Service Website - Phone - 1-800-432-7628 Page 56 of 58 Statement Period 01/01/23 - 01/31/23 FEES Amount charged to authorize, process and settle card transactions, along with transaction-based and/or fixed amounts charged for specific card processing services. VI NEVER APPROVE REATT XBORFEE 40 TRANSACTIONS AT 0.15 Fees -$6.00 VISA FOREIGN HANDLING FEE 0.005 TIMES $53183.38 Fees -$265.92 VI NTWK ACQ PROC FEE INTL D/P 2407 TRANSACTIONS AT 0.0355 Fees -$85.45 VI NTWK ACQ PROC FEE INTL CR 6730 TRANSACTIONS AT 0.0395 Fees -$265.84 DISCOVER DSCVR PSLECOMMERCE(DB)Interchange charges -$15.74 DSCVR PSLECOMMERCE(RW)Interchange charges -$546.88 DSCVR PSLMICROTICKET(PPLUS)Interchange charges -$1.95 DSCVR PSLMICROTICKET(PREM)Interchange charges -$10.60 DSCVR PSLMICROTICKET(DB)Interchange charges -$2.04 DSCVR COMML ELECT OTHER Interchange charges -$267.34 DSCVR PSLECOMMERCE(PREM)Interchange charges -$39.59 DSCVR PSLECOMMERCE(PPLUS)Interchange charges -$2.28 DISCOVER ASSESSMENT FEE 0.0014 TIMES $33284.14 Interchange charges -$46.60 DSCVR-PSLMICROTICKET(RW)Interchange charges -$139.52 DISCOVER DATA USAGE FEE 5977 TRANSACTIONS AT 0.0025 Service charges -$14.94 DISCOVER AUTH FEE 6217 TRANSACTIONS AT 0.015 Fees -$93.26 ADDRS VERIFICATION SERVICE FEE 6190 TRANSACTIONS AT 0.005 Fees -$30.95 NETWORK AUTHORIZATION FEE 6216 TRANSACTIONS AT 0.019 Fees -$118.10 AMERICAN EXPRESS AMEX AUTH FEE 56764 TRANSACTIONS AT 0.015 Fees -$851.46 Other DIGITAL INVESTMENT FEE $33284.14 AT0.0001 Service charges -$3.33 AVS WATS AUTHORIZATION FEE 392489 TRANSACTIONS AT 0.01 Fees -$3,924.89 TOTAL TRANSACTION FEES -$85,737.39 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. The interchange charges in this section are also reflected in the Fee section of the statement. Interchange Cost Total Product/Description Sales Total % Of Sales Number of Transactions % of Total Transactions Rate Cost Per Transaction Sub Total Interchange 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 -$48.32 446 YOUR CARD PROCESSING STATEMENT Merchant Number 275173125889 Customer Service Website - Phone - 1-800-432-7628 Page 57 of 58 Statement Period 01/01/23 - 01/31/23 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. 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 Product/Description Sales Total % Of Sales Number of Transactions % of Total Transactions Rate Cost Per Transaction Sub Total Interchange 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 -$34.78 447 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 Customer Service Website - Phone - 1-800-432-7628 Page 58 of 58 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 Product/Description Sales Total % Of Sales Number of Transactions % of Total Transactions Rate Cost Per Transaction Sub Total Interchange Charges VI-US BUS TR2 PRD 1 $10,204.30 1% 2,006 1% 0.0280 $0.100 -$486.32 VI-SUPER PREMIUM CEMEA ISS US $396.08 0%68 0% 0.0197 0.000 -$7.80 VI-CPS/ECOMM-BASIC (PP)$31,977.41 3% 5,060 2% 0.0175 $0.200 -$1,571.52 VI-ECOMM BSC P1 SIG PRF INFSQ $208,967.02 20% 43,959 21% 0.0250 $0.100 -$9,621.95 VI-INTER PREM CEMEA ISS US ACQ $883.08 0%168 0% 0.0180 0.000 -$15.90 VI-INTREG STANDARD (US)$24,381.28 2% 3,864 2% 0.0160 0.000 -$390.10 VI-INTERG SPREM CAN ISS US ACQ $2,317.35 0%362 0% 0.0197 0.000 -$45.65 VI-INTER PREM AP ISS US ACQ $667.73 0%80 0% 0.0180 0.000 -$12.02 VI-US BUS TR3 PRD 1 $10,944.89 1% 2,044 1% 0.0285 $0.100 -$516.37 VISA TOTAL $1,064,287.19 207,141 -$45,163.93 DISCOVER DSCVR PSLECOMMERCE(DB)$510.90 2%34 1% 0.0175 $0.200 -$15.74 DSCVR PSLMICROTICKET(PPLUS)$43.72 0%21 0% 0.0205 $0.050 -$1.95 DSCVR PSLMICROTICKET(PREM)$538.28 2%197 3% 0.0197 0.000 -$10.60 DSCVR PSLECOMMERCE(RW)$18,526.19 56% 1,708 29% 0.0203 $0.100 -$546.88 DSCVR PSLMICROTICKET(DB)$113.43 0%48 1% 0.0180 0.000 -$2.04 DSCVR PSLECOMMERCE(PPLUS)$67.10 0%6 0% 0.0250 $0.100 -$2.28 DSCVR COMML ELECT OTHER $5,045.62 15%958 16% 0.0245 $0.150 -$267.34 DSCVR PSLECOMMERCE(PREM)$1,282.45 4%133 2% 0.0205 $0.100 -$39.59 DSCVR-PSLMICROTICKET(RW)$7,156.45 22% 2,872 48% 0.0195 0.000 -$139.52 DISCOVER TOTAL $33,284.14 5,977 -$1,025.94 AMERICAN EXPRESS AMEX PASS-THRU $256,398.38 100% 55,700 100% 0.0000 0.000 0.00 AMERICAN EXPRESS TOTAL $256,398.38 55,700 0.00 TOTAL $1,824,669.63 364,860 -$61,036.97 448 ATTACHMENT C SUNBIZ & PROPOSAL RESPONSE TO RFQ 449 450 451 452 453 454 455 456 457 458 459 460 461 462 463 Bid 2023-051-WG for Mobile Parking Payment System City of Miami Beach, FL April 5, 2023 464 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 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 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 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 level of experience and expertise that ParkMobile provides today. Since the first ParkMobile transaction in Miami Beach, over 3 million people have used a ParkMobile-powered application in the City of Miami Beach, combining for a staggering 27 million transactions and more than $108 million 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 55 465 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 checkout ● Payments at gated facilities ● Daily decision permits ● iOS Live Activities time remaining features ● Spanish language in the app ● Automatic Language Translation in the web experience ● Accessibility improvements ● Sign-up with Google and Apple accounts ● Parking Availability integrations 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 55 466 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 55 467 Bid 2023-051-WG for Mobile Parking Payment System City of Miami Beach, FL April 5, 2023 468 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. 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 55 469 Large Municipal Clients Nationwide ●Washington DC – 16,000+ spaces ●Boston, MA – 6,000+ spaces ●Philadelphia, PA – 16,000+ spaces ●Houston, TX – 27,000+ spaces ●Los Angeles DOT - 1,750+ spaces ●Dallas, TX – 4,600+ spaces ●Fort Worth, TX – 5,900+ spaces ●El Paso, TX – 1,900+ spaces ●Phoenix, AZ – 2,100+ spaces ●San Diego, CA – 2,700+ spaces ●Fresno, CA – 2,000+ spaces ●Oakland, CA – 7,600+ spaces ●Sacramento, CA – 13,500+ spaces ●New Orleans, LA – 4,800+ spaces ●Orlando, FL – 2,000+ spaces ●Miami Beach, FL – 14,000+ spaces ●Hoboken, NJ – 7,000+ 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 ●Tampa, FL – 9,400+ spaces ●St. Petersburg, FL – 9,200+ spaces ●Hollywood, FL – 3,900+ spaces ●Tallahassee, FL – 2,800+ spaces ●Clearwater, FL – 2,700+ spaces ●West Palm Beach, FL – 2,100+ spaces ●Orlando, FL – 2,100+ spaces ●Delray Beach, FL – 1,400+ spaces ●Jacksonville, FL – 1,400+ spaces ●St. Pete Beach, FL – 1,300+ spaces ●Sarasota, FL – 1,300+ spaces ●Lake Worth Beach, FL – 900+ spaces ●Charlotte County, FL – 850+ spaces ●Boca Raton, FL – 680+ spaces ●Palm Beach, FL – 600+ spaces ● Treasure Island, FL – 570+ spaces ●Boynton Beach, FL – 390+ spaces ©2023 ParkMobile, LLC. All rights reserved.Page 6 of 55 470 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 55 471 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 Contact Name: Daniel Giust, Parking Operations Superintendent Phone Number: 561-822-1494 Email: dgiust@wpb.org 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 Email: jeremy.alleshouse@myclearwater.com Background: ©2023 ParkMobile, LLC. All rights reserved.Page 8 of 55 472 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 Phone Number: (727) 551-3122 Email: ted.civil@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 Contact Name: Joshua Alves, Parking Asst. Division Manager Phone Number: 407-246-3765 Email: joshua.alves@cityoforlando.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 117 W. Duval St., Suite 210, Jacksonville, FL 32202 Contact Name: Mark Schofield, Parking Services Supervisor Phone Number: (904) 630-1500 Email: marks@coj.net Background: 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 ParkMobile, LLC. All rights reserved.Page 9 of 55 473 Fayetteville, AR Address: 416 W. Spring Street, Fayetteville, AR 72701 Contact Name: Justin Clay, Parking Manager Phone Number: 479-575-8277 Email: jclay@fayetteville-ar.gov 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. ©2023 ParkMobile, LLC. All rights reserved.Page 10 of 55 474 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, 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 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 based in NY and will be available either onsite or virtually for shortlist presentations, contract negotiations and ongoing client meetings. 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 Brooke joined ParkMobile in 2015 and leads the Account Management team that is responsible for helping ParkMobile’s clients optimize their mobile payment 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. 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. ©2023 ParkMobile, LLC. All rights reserved.Page 11 of 55 475 Garett Snook, Director of Implementations Garett Snook has been directly involved or has overseen every ParkMobile launch since 2010. Garett directs ParkMobile’s deployments across North America from his remote office in Michigan. Garret and his team will ensure the 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 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. 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 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. Donnie Senterfitt, Senior Field Marketing Manager Donnie has over 15 years of marketing experience in both professional services and technology companies. At ParkMobile, Donnie works with clients to implement marketing plans, as described in this proposal. ParkMobile has seen the 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 Services 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 inquiries. Dee also offers personalized support directly to the City of Miami Beach and has 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 55 476 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 477 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 478 BROOKE FELDMAN 294 Prospect Pl. NE, Atlanta, GA 30312 · 229-403-4226 Brooke.Feldman@ParkMobile.io · LinkedIn 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 prog rams 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 GPA 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 479 JOHN BLANTON 1100 Spring Street NW, Suite 200, Atlanta, GA 30309 John.Blanton@ParkMobile.io · LinkedIn 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 480 BROOKE KRIEGER 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 PREV. 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 481 GARETT SNOOK 1100 Spring Street NW, Suite 200, Atlanta, GA 30309 Garett.Snook@ParkMobile.io · LinkedIn 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 482 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 le ads to measure ROI. 2014 - 2017 FIELD MARKETING MANAGER, PGI 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 483 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 devel opment 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 i nterview prep. EDUCATION BS – HUMAN ENVIRONMENTAL SCIENCES, UNIVERSITY OF ALABAMA Dean’s List Phi Upsilon Omicron Honor Society STRENGTHS AND EXPERTISE • Operations Management • Technology Implementations • User Interface & UAT • Account Management • Talent Sourcing & Onboarding • Team building 484 Bid 2023-051-WG for Mobile Parking Payment System City of Miami Beach, FL April 5, 2023 485 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 of the City since 2014 and have worked diligently with the City to build one of the most successful mobile payment programs in the country. During this time, we have worked closely with the City on a 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: 1. Software must be compatible with windows current browser, android, and apple smartphone. 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. 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 55 486 6. Must accept alternative payment options such as online, by scanning a barcode or QR code; pay by text; or by phone call. 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). 8. Ability to pay for parking as a guest, without creating an account. 9. Must provide monthly reports that include: Payment date/time; zone; transaction amount; transaction fee; and last four (4) digits of a credit card. 10. Report must have the capability to be generated by custom dates. 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. 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 55 487 ●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) ○ 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 ○ 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: ○ Camera Recognition Parking ○ Electric Vehicle (EV) Charging Payments ○ 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 55 488 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. 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 55 489 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. 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 55 490 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 55 491 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 55 492 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. 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 55 493 ○ Apple’s: 47 ○ Google: 11 ○ Toyota: 33 ○ Amazon:25 ○ 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. 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 55 494 ●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 55 495 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. 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 55 496 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. 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 55 497 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. ©2023 ParkMobile, LLC. All rights reserved.Page 25 of 55 498 ● 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 ParkMobile, LLC. All rights reserved.Page 26 of 55 499 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. 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. ©2023 ParkMobile, LLC. All rights reserved.Page 27 of 55 500 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. 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. 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 55 501 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. When ParkMobile develops a marketing program for a 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. ©2023 ParkMobile, LLC. All rights reserved.Page 29 of 55 502 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. 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. ©2023 ParkMobile, LLC. All rights reserved.Page 30 of 55 503 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. ©2023 ParkMobile, LLC. All rights reserved. Page 33 of 56 504 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. ©2023 ParkMobile, LLC. All rights reserved. Page 34 of 56 505 5. Advocacy For loyal power users, ParkMobile urges them to become “ambassadors” for the ParkMobile brand through social media and app store reviews. 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. ©2023 ParkMobile, LLC. All rights reserved.Page 33 of 55 506 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. 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 ©2023 ParkMobile, LLC. All rights reserved.Page 34 of 55 507 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. Local Media Coverage ParkMobile’s PR team generates strong local media coverage for the launch of new programs, features or program highlights. 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 55 508 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. 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 55 509 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 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 55 510 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:https://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. 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. ©2023 ParkMobile, LLC. All rights reserved.Page 38 of 55 511 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. 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 ©2023 ParkMobile, LLC. All rights reserved.Page 39 of 55 512 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. 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 55 513 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. ○ 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 55 514 ●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: Figure – ParkMobile 360 Recent Performance Dashboard ©2023 ParkMobile, LLC. All rights reserved.Page 42 of 55 515 Figure – PM360 Operational Reporting to Show Transactions by Zone Figure – PM360 Transactions Approved Report ©2023 ParkMobile, LLC. All rights reserved.Page 43 of 55 516 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. 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 ParkMobile, LLC. All rights reserved.Page 44 of 55 517 ●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. 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 55 518 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 55 519 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. Figure – ParkMobile raises SKIDATA gates for reservations ©2023 ParkMobile, LLC. All rights reserved.Page 47 of 55 520 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. ○ 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 55 521 Bid 2023-051-WG for Mobile Parking Payment System City of Miami Beach, FL April 5, 2023 522 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 55 523 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. 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 ParkMobile, LLC. All rights reserved.Page 50 of 55 524 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 55 525 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) ○ Update rates and policies in real-time ○ 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 ○ 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) ○ Quickly look up vehicle plate numbers to verify all associated parking history ○ 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 55 526 Figure – Sample ParkMobile Training Videos Figure – ParkMobile Sample Training Documentation ©2023 ParkMobile, LLC. All rights reserved.Page 53 of 55 527 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 55 528 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 55 529 ParkMobile Service Agreement PSA-LF Page 1 of 11 rev. 10/20 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: Phone: Phone: Address: Address: Parkmobile, LLC 1100 Spring St. NW Suite 200 Atlanta, GA 30309 For legal notices: with a copy to ParkMobile’s Legal Department at the above address and to legal-notices@parkmobile.io. SERVICE TERMS Services ParkMobile will provide Client with the Services related to the following types of parking transactions: On-Demand, Reservations Initial Term 3 years beginning on the Effective Date Renewal This Agreement will automatically 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 (each a "Renewal Term" and, collectively, together with the Initial Term, the "Term"). Termination Either party may terminate this Agreement effective immediately on written notice to the other party, if the breaching party materially breaches this Agreement, and such breach: (i) is incapable 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 SAMPLE ONLY NOT FOR REDLINING530 ParkMobile Service Agreement PSA-LF Page 2 of 11 rev. 10/20 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 $ $ Total Implementation Fees: $ ADDITIONAL FEES Call Center & Customer Support WAIVED Client Support & Maintenance WAIVED Hosting WAIVED Enforcement Portal WAIVED Reporting Portal WAIVED Marketing & Advertising WAIVED USER FEES On-Demand User Fee per transaction Reservation User Fee of parking fee “No-Charge” Reservation Service Fee per no-charge reservation The parties have executed this Agreement as of the Effective Date. PARKMOBILE, LLC By: $docusign:SignHere::Customer1 By: $docusign:SignHere::InternalSigner1 Name: $docusign:FullName::Customer1 Name: $docusign:FullName::InternalSigner1 Title: $docusign:Title::Customer1 Title: $docusign:Title::InternalSigner1 Date: $docusign:DateSigned::Customer1 Date: $docusign:DateSigned::InternalSigner1 SAMPLE ONLY NOT FOR REDLINING531 ParkMobile Service Agreement PSA-LF Page 3 of 11 rev. 10/20 SCHEDULE 1: CLIENT GENERAL TERMS & CONDITIONS 1. SERVICES 1.1 General. During the term, ParkMobile will provide the Services to Client in accordance with the terms and conditions of this Agreement. 1.2 Launch Date. The parties will mutually agree upon the launch date for the Services. 1.3 ParkMobile Application. On and after the launch date, Client’s Parking Locations, along with associated Parking Information, will be made available to the general public through the ParkMobile Application. 1.4 Parking Management Services. Subject to the license granted in Section 2, Client will be provided access to the Platform to manage Client’s Parking Locations and associated Parking Information. 1.5 Parking Locations. The parties agree that ParkMobile does not own, operate, manage, or maintain any Parking Location. Client agrees that ParkMobile is not responsible for the condition or operation of any Parking Location, including, but not limited to, the operation of third-party hardware and/or software-based solutions used by Client at the Parking Location or for the delivery and/or fulfillment of parking or other services at the Parking Location. 1.6 Publicity of Services. Each party will use commercially reasonable efforts to market the Services throughout the Term. All brochures and promotional material to be distributed by Client will be in a form mutually agreed upon by the parties, which will not be unreasonably withheld or delayed. 1.7 Exclusivity. Throughout the term, the parties agree that ParkMobile will be the exclusive provider of electronic payment parking services for Client. 1.8 PCI DSS. ParkMobile has obtained, and will continue to maintain throughout the term, Payment Card Industry – Data Security Standard (PCI DSS) certification. 1.9 Online Client General Terms & Conditions. The parties agree that this Agreement supersedes the Client General Terms and Conditions that is publicly available at https://parkmobile.io/client-terms with respect to the Services provided under this Agreement. 2. ACCESS & USE OF PLATFORM 2.1 Provision of Access. Subject to and conditioned on Client's and its Authorized Users' compliance with the terms and conditions of this Agreement, all applicable laws and regulations, and Client’s payment of fees, ParkMobile grants Client a non-exclusive, non-transferable right to access and use the Platform during the Term. Such use is limited to Client’s internal use. ParkMobile will provide Client the Access Credentials within a reasonable time following the Effective Date. 2.2 Documentation License. ParkMobile hereby grants to Client a non-exclusive, non-sublicensable, non-transferable license to use the Documentation during the Term solely for Client's internal business purposes in connection with its use of the Services. 2.3 Use Restrictions. Client will not, directly or indirectly, and will not permit any third party to, access or use the Platform except as expressly permitted by this Agreement. For purposes of clarity and without limiting the generality of the foregoing, Client shall not, except as this Agreement expressly permits: (a) copy, modify, or create derivative works of the Platform or Documentation, in whole or in part; (b) rent, lease, copy, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Platform or Documentation to any person or entity; (c) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Platform, in whole or in part; (d) bypass or breach any security device or protection used by the Platform or access or use the Platform other than by an Authorized User through the use of his or her own then valid Access Credentials; (e) remove any proprietary notices from the Platform or Documentation; (f) use the Platform or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any IP Right or other right of any person, or that violates any applicable law; (g) upload invalid data, malware, or other software agents through the Platform; or (h) use the Platform for any purpose beyond the scope of the access granted in this Agreement. 2.4 Reservation of Rights. Nothing in this Agreement grants any right, title, or interest in or to (including any license under) any IP Rights in or relating to, the Services, whether expressly, by implication, estoppel, or otherwise. All right, title, and interest in and to the Services are and will remain with ParkMobile. 2.5 Changes. ParkMobile reserves the right, in its sole discretion, to make any changes to the Services that it deems necessary or useful to: (a) maintain or enhance: (i) the quality or delivery of ParkMobile's services to its customers; (ii) the competitive strength of or market for ParkMobile's services; or (iii) the Services' cost efficiency or performance; or (b) to comply with applicable law. 2.6 Suspension or Termination of Services. Notwithstanding anything to the contrary in this Agreement, ParkMobile may suspend, terminate, or otherwise Client’s, any Authorized User’s, or any other person’s access to or use of all or any part of the Services, without incurring any resulting obligation or liability, if: (a) ParkMobile receives a judicial or other governmental demand or order, subpoena, or law enforcement request that expressly or by reasonable implication requires ParkMobile to do so; or (b) ParkMobile believes, in its good faith and sole discretion, that (i) Client or any Authorized User has failed to comply with any material term of this Agreement, or accessed or used the Services beyond the scope of the rights granted or for a purpose not authorized under this Agreement; (ii) Client or any Authorized User is, has been, or is likely to be using the Services for fraudulent, misleading, or unlawful activities; (iii) there is a threat or attack on any of the Services; (iv) SAMPLE ONLY NOT FOR REDLINING532 ParkMobile Service Agreement PSA-LF Page 4 of 11 rev. 10/20 Client’s or any Authorized User’s use of the Services disrupts or poses a security risk to ParkMobile or to any other client, end user, vendor or partner of ParkMobile; or (v) this Agreement expires or is terminated. This Section does not limit any of ParkMobile's other rights or remedies, whether at law, in equity, or under this Agreement. 3. CLIENT RESPONSIBILITIES 3.1 Use of Platform Account. Client is responsible and liable for all uses of the Platform resulting from access provided by Client, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. Client must notify ParkMobile immediately of any breach of security or unauthorized use of Client’s account. 3.2 Parking Information. Client is responsible for setting all rates, zones, and other required information regarding its Parking Locations offered through the ParkMobile Application and for keeping such information up to date within the Platform. 3.3 Effect of Client Failure or Delay. ParkMobile is not responsible or liable for any delay or failure of performance caused in whole or in part by Client's delay in performing, or failure to perform, any of its obligations under this Agreement. 4. SERVICE AND SUPPORT 4.1 Scheduled Maintenance. ParkMobile will use commercially reasonable efforts to schedule downtime for routine maintenance of the Services between the hours of 12:00 a.m. and 4:00 a.m., Eastern Time; however, ParkMobile may modify this window from time-to-time by providing Client with advance notice. If ParkMobile anticipates that it will need to perform maintenance activities that are likely to be disruptive to the use of the Services outside of the scheduled maintenance window, ParkMobile will use commercially reasonable efforts to give Client at least 24 hours prior notice. Notwithstanding the foregoing, ParkMobile reserves the right to perform any required emergency maintenance work outside of the scheduled maintenance window. To the extent practicable, ParkMobile will use commercially reasonable efforts to notify Client before commencing any emergency maintenance outside of the scheduled maintenance window and will use commercially reasonable efforts to limit or avoid impact to use of the Services. 4.2 Client Support. ParkMobile will use commercially reasonable efforts to assist Client with any technical support that Client may reasonably require in using the Services. ParkMobile will provide technical support for rate and configuration changes to Client Monday – Friday (excluding holidays) between the hours of 8:00 a.m. and 6:00 p.m. (ET). For issues relating to On-Demand Parking Services, Client may submit a support request via email to support@parkmobile.io. For issues relating to Reservation Parking Services, Client may submit a support request via email to prs@parkmobile.io. ParkMobile will provide Client with emergency technical support 24 hours a day, seven days a week, 365 days a year. In the event of an emergency involving technical and/or system availability issues, Client may contact the on-call engineer via email to applicationsupport@parkmobile.io. 4.3 End-User Support. ParkMobile will provide customer support for ParkMobile Users 24 hours a day, seven days a week, 365 days a year. There are multiple methods that ParkMobile Users can access customer support, such as: ParkMobile’s online ticketing system, in-app chat feature, and toll-free phone number. 5. CONFIDENTIAL INFORMATION 5.1 General. Neither party will disclose the other party’s Confidential Information except to its employees, affiliates, agents, or professional advisors (“Representatives”) who need to know it and who have a legal obligation to keep it confidential. The receiving party will use the disclosing party’s Confidential Information only to exercise rights and fulfill obligations under this Agreement. The receiving party will ensure that its Representatives are also subject to the same non-disclosure and use obligations. The receiving party may disclose the other party's Confidential Information when required by law after giving reasonable notice to the disclosing party, if permitted by law. 5.2 Personal Data. In the event a party discloses Personal Data to the other party, the receiving party will have the right to use the Personal Data only as required and necessary to perform its obligations under this Agreement. 6. INTELLECTUAL PROPERTY OWNERSHIP 6.1 Client Data. Client Data remains the sole and exclusive property of Client. Client grants ParkMobile a perpetual, irrevocable, royalty-free license to use Client Data in connection with the Services. 6.2 Client Brand Features. Client grants to ParkMobile a nonexclusive, nonsublicensable, nontransferable, royalty free license during the term to display Client’s Brand Features in connection with providing and/or marketing the Services. ParkMobile will not make any use of Client’s Brand Features in a manner that dilutes, tarnishes or blurs the value of such Brand Features. 6.3 ParkMobile IP. Client acknowledges that, as between Client and ParkMobile, ParkMobile owns all right, title, and interest, including all IP Rights, in and to the Services, including but not limited to the ParkMobile Application and the Platform. 6.4 ParkMobile Brand Features. ParkMobile grants to Client a nonexclusive, nonsublicensable, nontransferable, royalty free license during the term to display ParkMobile’s Brand Features in connection with the Services, subject to ParkMobile’s Brand Guidelines available at https://parkmobile.io/company/parkmobile-media- assets/logos/. Client will not make any use of ParkMobile’s Brand Features in a manner that dilutes, tarnishes or blurs the value of such Brand Features. 6.5 ParkMobile User Data. ParkMobile User Data remains the sole and exclusive property of ParkMobile. ParkMobile may sublicense certain ParkMobile User Data to Client upon Client’s execution of ParkMobile’s Data Protection Agreement. Client will not, directly or indirectly: (i) sell or resell ParkMobile User Data in any capacity or form; (ii) create any derivative work using ParkMobile User Data; or (iii) use ParkMobile User Data for purposes other than SAMPLE ONLY NOT FOR REDLINING533 ParkMobile Service Agreement PSA-LF Page 5 of 11 rev. 10/20 those specifically allowed in this Agreement. Notwithstanding the foregoing, the parties acknowledge and agree that ParkMobile will not sublicense or provide any PCI Data to Client. 6.6 Resultant Data. Resultant Data remains the sole and exclusive property of ParkMobile. ParkMobile grants Client a revocable, royalty-free, non-exclusive, non-assignable, non-transferable license to applicable Resultant Data for the duration of the term only for Client’s internal use in connection with the Services. 6.7 Reservation of Rights. ParkMobile reserves all rights not expressly granted to Client in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Client or any third party any IP Rights or other right, title, or interest in or to the ParkMobile Application and/or the Platform. 7. FEES AND PAYMENT 7.1 Fees. Client shall pay ParkMobile the fees set forth in the Agreement that incorporates these Client General Terms & Conditions ("Fees") in accordance with this Section 7. 7.2 Payment Terms. The parties designate ParkMobile as the merchant of record. Client agrees to pay ParkMobile $0.15 + 3% of the total transaction amount per transaction for this service. On or before the 15th day of each month, ParkMobile will disburse to Client all parking fees ParkMobile received during the preceding month from ParkMobile Users on behalf of Client as a direct result of this Agreement, less any amounts owed to ParkMobile. 7.3 Taxes. All fees and other amounts payable by Client under this Agreement are exclusive of taxes and similar assessments. Without limiting the foregoing, Client is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Client hereunder, other than any taxes imposed on ParkMobile’s income. 7.4 Reserved. 7.5 No Deductions or Setoffs. All amounts payable to ParkMobile under this Agreement shall be paid by Client to ParkMobile in full without any setoff, recoupment, counterclaim, deduction, debit, or withholding for any reason (other than any deduction or withholding of tax as may be required by applicable law). 7.6 Fee Increases. ParkMobile may increase Fees for any contract year, by providing written notice to Client at least sixty (60) calendar days written notice. 7.7 Limited Payment Agent. Client appoints ParkMobile as its agent for the limited purpose of receiving, holding, and settling payments made by ParkMobile Users to Client in connection with the Services. Client acknowledges and agrees that receipt of payment from ParkMobile Users in connection with the Services by ParkMobile shall be deemed the same as receipt by Client itself. 8. REPRESENTATIONS AND WARRANTIES 8.1 Mutual. Each party represents, warrants and covenants to the other party that: (a) it is duly organized, validly existing, and in good standing as a corporation or other legal entity under the laws of the jurisdiction of its incorporation or other organization; (b) it has the full right, power, and authority to enter into and perform its obligations and grant the rights, licenses, consents, and authorizations it grants or is required to grant under this Agreement; (c) the representative that is executing this Agreement has been duly authorized by all necessary corporate or organizational action of such party; and (d) when executed and delivered by both parties, this Agreement will constitute the legal, valid, and binding obligation of such party, enforceable against such party in accordance with its terms. 8.2 ParkMobile. ParkMobile represents, warrants, and covenants to Client that ParkMobile will perform the Services using personnel of required skill, experience, and qualifications and in a professional and workmanlike manner in accordance with generally recognized industry standards for similar services and will devote adequate resources to meet its obligations under this Agreement. 8.3 Disclaimers. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN SECTION 8.1 AND SECTION 8.2, ALL SERVICES ARE PROVIDED “AS IS.” PARKMOBILE SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON- INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. WITHOUT LIMITING THE FOREGOING, PARKMOBILE DOES NOT WARRANT THAT THE SERVICES OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF WILL BE UNINTERRUPTED OR ERROR- FREE. PARKMOBILE SHALL NOT BE LIABLE FOR DELAYS, INTERRUPTIONS, SERVICE FAILURES, OR OTHER PROBLEMS INHERENT IN USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. 9. INDEMNIFICATION 9.1 Mutual. Each party will indemnify, defend, and hold harmless the other party from and against any and all losses, damages, liabilities, costs (including reasonable attorneys' fees) ("Losses") incurred as a result from any third-party claim, suit, action, or proceeding ("Third-Party Claim") to the extent it arises from a breach of the indemnifying party's representations and warranties under this Agreement. 9.2 ParkMobile. ParkMobile will indemnify, defend, and hold harmless Client from and against any and all Losses incurred by Client resulting from any Third-Party Claim that the Platform or any use of the Platform in accordance with this Agreement, infringes or misappropriates such third party’s IP Rights, provided that Client promptly notifies ParkMobile in writing of the claim, cooperates with ParkMobile, and allows ParkMobile sole authority to control the defense and settlement of such claim. 9.3 Client. Client will indemnify, defend, and hold harmless ParkMobile from and against any and all Losses incurred by ParkMobile resulting from any Third-Party Claim arising SAMPLE ONLY NOT FOR REDLINING534 ParkMobile Service Agreement PSA-LF Page 6 of 11 rev. 10/20 out of Client’s disclosure or use of ParkMobile User Data in violation of this Agreement. 9.4 Mitigation. If any of the Services are claimed to, or in ParkMobile’s opinion are likely to, infringe, misappropriate, or otherwise violate any third-party IP Rights, or if Client’s use of the Services is enjoined or threatened to be enjoined, ParkMobile may, at its option and sole cost and expense: (a) obtain the right for Client to continue to use the Services as contemplated by this Agreement; (b) modify or replace the Services, in whole or in part, to seek to make the Services (as so modified or replaced) non-infringing, while providing equivalent features and functionality, in which case such modifications or replacements will constitute the Services, as applicable, under this Agreement; or (c) by written notice to Client, terminate this Agreement and require Client to immediately cease any use of the Services. 9.5 Sole Remedy. THIS SECTION 9 SETS FORTH CLIENT’S SOLE REMEDIES AND PARKMOBILE’S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT THE SERVICES OR ANY SUBJECT MATTER OF THIS AGREEMENT INFRINGES, MISAPPROPRIATES, OR OTHERWISE VIOLATES ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. 10. LIMITATION OF REMEDIES AND DAMAGES 10.1 Exclusion of Damages. EXCEPT AS OTHERWISE PROVIDED IN SECTION 10.3, IN NO EVENT WILL 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 THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (A) LOSS OF PRODUCTION, USE, BUSINESS, REVENUE, OR PROFIT OR DIMINUTION IN VALUE; (B) IMPAIRMENT, INABILITY TO USE OR LOSS, INTERRUPTION, OR DELAY OF THE SERVICES; (C) LOSS, DAMAGE, CORRUPTION, OR RECOVERY OF DATA, OR BREACH OF DATA OR SYSTEM SECURITY; (D) COST OF REPLACEMENT GOODS OR SERVICES; (E) LOSS OF GOODWILL OR REPUTATION; OR (F) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES, REGARDLESS OF WHETHER SUCH PERSONS WERE ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. 10.2 Cap on Monetary Liability. EXCEPT AS OTHERWISE PROVIDED IN SECTION 10.3, IN NO EVENT WILL THE COLLECTIVE AGGREGATE LIABILITY OF PARKMOBILE ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING UNDER OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY, EXCEED ONE TIMES THE TOTAL AMOUNTS PAID TO PARKMOBILE UNDER THIS AGREEMENT IN THE 12 MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THE FOREGOING LIMITATIONS APPLY EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE. 10.3 Exceptions. The exclusions and limitations in Section 10.1 and Section 10.2 do not apply to ParkMobile's obligations under Section 9 or liability for ParkMobile's gross negligence or willful misconduct. 11. RESERVED 12. GENERAL TERMS 12.1 Assignment. Client shall not assign or otherwise transfer any of its rights, or delegate or otherwise transfer any of its obligations or performance under this Agreement, in each case whether voluntary, involuntarily, by operation of law, or otherwise, without ParkMobile's prior written consent. No assignment, delegation, or transfer will relieve Client of any of its obligations or performance under this Agreement. Any purported assignment, delegation, or transfer in violation of this Section 12.1 is void. This Agreement is binding upon and inures to the benefit of the parties and their respective successors and permitted assigns. 12.2 Severability. If a court of competent jurisdiction holds any term or provision of this Agreement to be invalid, illegal or unenforceable, the rest of the Agreement will remain in effect. 12.3 Headings. The headings in this Agreement are for reference only and do not affect the interpretation of this Agreement. 12.4 Notices. Any notice or communication permitted or required under this Agreement must be in writing and will be deemed received by the addressee: (a) when received, if delivered by hand with signed confirmation of receipt; (b) when received, if sent by a nationally recognized overnight courier, signature required; (c) when sent, if by email (with confirmation of transmission), if sent during the addressee’s normal business hours, and on the next business day, if sent after the addressee’s normal business hours; and (d) on the third business day after the date mailed by certified or registered mail, return receipt requested, postage prepaid. Notices must be sent to the attention of the respective party's legal department at the address set forth at the beginning of this Agreement or such other address as either party may specific in writing. Any notice permitted or required under this Agreement that is sent to ParkMobile shall also be sent via email to legal-notices@parkmobile.io. 12.5 Governing Law. This Agreement and all related documents, and all matters arising out of or relating to this Agreement, whether sounding in contract, tort, or statute are governed by, and construed in accordance with, the laws of the State of Georgia, United States of America (including its statutes of limitations). 12.6 Amendment; Waivers. Any amendment must be in writing, signed by both parties, and expressly state that it is amending this Agreement. No waiver by any party will be effective unless explicitly set forth in writing and signed by the party so waiving. No terms or conditions stated in a Client purchase order, vendor onboarding process or web portal, or any other Client order documentation shall be incorporated into or form any part of this Agreement, and all SAMPLE ONLY NOT FOR REDLINING535 ParkMobile Service Agreement PSA-LF Page 7 of 11 rev. 10/20 such terms or conditions shall be null and void, notwithstanding any language to the contrary therein, whether signed before or after this Agreement. 12.7 Entire Agreement. This Agreement, together with any other documents incorporated herein by reference, constitutes the sole and entire agreement of the parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. 12.8 Third-Party Beneficiaries. There are no third-party beneficiaries under this Agreement. 12.9 Force Majeure. Neither party will be liable to the other for any delay or failure to perform any obligation under this Agreement (except for a failure to pay Fees) if the delay or failure results from any cause beyond such party’s reasonable control, including acts of God, labor disputes or other industrial disturbances, systemic electrical, telecommunications, or other utility failures, earthquakes, storms or other elements of nature, pandemics, blockages, embargoes, riots, acts or orders of government, acts of terrorism, or war. 12.10 Independent Contractors. The parties to this Agreement are independent contractors. The parties do not intend, and nothing in this Agreement should be construed, to create or enter into any partnership, joint venture, employment, franchise, agency, or similar relationship. Neither party has the power to bind the other or incur obligations on the other party’s behalf without the other party’s prior written consent. 12.11 Export Control. Client will comply with all export and import laws and regulations of the United States and other applicable jurisdictions. Without limiting the foregoing, Client: (i) represents and warrants that it is not listed on any U.S. government list of prohibited or restricted parties or located (or a national of) a country that is subject to a U.S. government embargo or that has been designated by the U.S. government as a “terrorist supporting” country; (ii) will not (and will not permit any third parties to) access or use any Service in violation of any U.S. export embargo, prohibition or restriction, and (iii) will not submit to any Service any information that is controlled under the U.S. International Traffic in Arms Regulation. 12.12 Interpretation. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted. The Schedules referred to herein shall be construed with, and as an integral part of, this Agreement to the same extent as if they were set forth verbatim herein. 12.13 Counterparts. The parties may execute this Agreement in counterparts, including PDF and other electronic copies, which taken together will constitute one instrument. 13. DEFINITIONS "Access Credentials" means any user name, identification number, password, license or security key, security token, PIN, or other security code, method, technology, or device, used alone or in combination, to verify an individual's identity and authorization to access and use the Platform. "Authorized User" means Client's employee, consultant, contractor, and agent who is authorized by Client to access and use the Platform under the rights granted to Client pursuant to this Agreement. "Brand Features" means a party’s trade names, trademarks, service marks, logos, domain names, and other distinctive brand features. "Client Data" means any data specific to Client’s operation that is provided by Client to ParkMobile to be used in the provision of Services that is not available to ParkMobile publicly or by other means. "Confidential Information" means information that one party (or an affiliate) discloses to the other party under this Agreement, and that is marked as confidential or would normally be considered confidential information under the circumstances. It does not include information that is independently developed by the recipient, is rightfully given to the recipient by a third party without confidentiality obligations or becomes public through no fault of the recipient. "Documentation" means any manuals, instructions, or other documents or materials that ParkMobile provides or makes available to Client in any form or medium and which describe the functionality, components, features, or requirements of the Services. "IP Rights" means 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. "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 parking, parking lots, parking decks, permitted parking, and other facilities where ParkMobile Users may park. "ParkMobile Application" means 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 facilities the payment of parking transactions. "ParkMobile User" means an end user that uses the ParkMobile Application. "ParkMobile User Data" means information, data, and other content, in any form or media, that is submitted, posted, or otherwise transmitted by or on behalf of a ParkMobile User, directly or indirectly, through the ParkMobile Application. "PCI Data" means, as applicable, payment card number, cardholder name, expiration date, card verification code or SAMPLE ONLY NOT FOR REDLINING536 ParkMobile Service Agreement PSA-LF Page 8 of 11 rev. 10/20 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 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 provided by ParkMobile under this Agreement. SAMPLE ONLY NOT FOR REDLINING537 ParkMobile Service Agreement PSA-LF Page 9 of 11 rev. 10/20 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. RESERVATION PARKING SERVICES ParkMobile offers a service to ParkMobile Users that facilitates the activation of and payment for reservation parking using the ParkMobile Application (“Reservation Parking”). For each Parking Location that the parties 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 Client. In order for ParkMobile 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: SAMPLE ONLY NOT FOR REDLINING538 ParkMobile Service Agreement PSA-LF Page 10 of 11 rev. 10/20 o 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 Location, including sports teams, in connection with ParkMobile’s marketing of the Services as available at such Parking Location. SAMPLE ONLY NOT FOR REDLINING539 ParkMobile Service Agreement PSA-LF Page 11 of 11 rev. 10/20 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: SIGNATURE & TITLE OF AUTHORIZED OFFICIAL: FINANCIAL INSTITUTION INFORMATION BANK NAME: ADDRESS: CONTACT PERSON: TELEPHONE: EMAIL: NINE DIGIT ROUTING TRANSIT NUMBER: DEPOSITOR ACCOUNT TITLE: DEPOSITOR ACCOUNT NUMBER: TYPE OF ACCOUNT: PLEASE BE SURE TO ATTACH A VOIDED CHECK OR BANK LETTER TO VERIFY THE ABOVE ACCOUNT INFORMATION This form authorizes Parkmobile, 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. SAMPLE ONLY NOT FOR REDLINING540 P a g e | 1 CITY OF SOUTH MIAMI EXHIBIT B OF THE MIAMI BEACH CONTRACT 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 payme nt service (whether or not any amount is payable to Client by the user), (b) a refund, (c) a charge reversal and (d) any other operation for which PayByPhone incurs a fee from its gateway provider or an acquirer, if applicable. ITEM PRICE ONE-TIME SETUP FEES Signage – first round of signage production at service launch (installation not included) Included Training, consulting, marketing, and customer support as described in the Agreement Marketing includes a standard launch package Included Mobile payment services setup fee for all Initial Parking Locations Waived1 Integration with enforcement solution software: PayByPhone will include 1 complimentary enforcement integration Included Standard PayByPhone city dynamic label Included TRANSACTION FEES Hourly Parking: Client pays to PayByPhone per Transaction—City serves as Merchant of Record (Client may charge user a non-embedded, on top of price of Convenience Fee of $0.35) $0.352 Monthly Parking Option: Client pays to PayByPhone per Transaction—City serves as Merchant of Record (Client may charge user a non-embedded, on top of price of Convenience Fee of $1.00) $1.002 Resident Rate Zero Fee Offering: Verified via PayByPhone’s Rights & Rates solution (priced below), residents will receive a $0 cost Convenience Fee if the “double code offering” (see description below) is utilized. $0.00 per authorized resident 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 Rights & Rates setup fee Reduced $500 Rights & Rates monthly subscription fee for one (1) Right $199 per month 541 P a g e | 2 Validation Portal setup fee $1,500 Validation Portal monthly subscription fee $250 per Parking Location/mo. Notes: 1. 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 Convenience Fee 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 $0 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. 542 1 On-Demand and Reservation Pricing Proposal – The City of South Miami Proposal Date: March 20, 2024 Sales Representative: Ashlee Barton Project Contact: Steven Kulick Email: ashlee.barton@parkmobile.io Contact Email: skulick@southmiamifl.gov Phone: 813.226.7080 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. On Demand Payment Example If the rate is $3 per hour and a customer pays for 2 hours in the transaction. The customer will pay $6.35 for the parking transaction. • $6 to the client • $0.35 to ParkMobile The ParkMobile platform is based off this convenience fee that the parker pays per transaction. We can even be the merchant of record (MOR) for your parking transactions and we will remit payment to you monthly for the parking fees. Our fees for processing payment are an additional 3% + $.20 per transaction for both On Demand and Reservation parking payments. In the On Demand payment example above where the user paid $6.35 in app for a parking session, CC processing would cost $.39 ($.19 + $.20) if ParkMobile were the MOR. ParkMobile Proposal On-Demand Pricing: Setup and Support Security & Support Fees Waived Hosting Fee Waived Maintenance Fee Waived Basic Setup Fee Waived Decals and Off-Street Signs Waived 543 2 On Demand Transaction Fee Options Option 1 (ParkMobile as MOR): Mobile Payment (OnDemand) Transaction Fee Due to ParkMobile (Charged to Customer) and ParkMobile is MOR at 3% + $.15 per transaction $0.35 + 3% + $.20 Option 2 (Client as MOR): Mobile Payment (OnDemand) Transaction Fee Due to ParkMobile (Charged to Customer) and Client is MOR $0.35 *Users that pay utilizing the ParkMobile Wallet option will have a discounted transaction rate of $.30 Free Services to the Client ParkMobile agrees to host and maintain Client’s Smart Parking Program at no additional costs. ParkMobile agrees to provide both a Call Center and Customer Support at no additional costs. To demonstrate our commitment to the success of Client’s Smart Parking Program, ParkMobile agrees to cover all social media, standard marketing, and advertising costs. ParkMobile agrees to provide Client with free access to our integrations with meter manufacturers as well as enforcement and LPR manufacturers so that seamless enforcement of smart parking transactions continues to occur. As a backup to the free integrations, ParkMobile agrees to provide Client with a cloud - based enforcement portal with secure credentials to validate active OnDemand smart parking sessions for each of your location(s) where your smart parking services are made available. ParkMobile agrees to provide Client with free access to our new ParkMobile 360 Customizable Self – Administration Toolset with secure credentials to evaluate usage by unique identification numbers established directly for your OnDemand smart parking footprint All ParkMobile’s standard terms & conditions shall apply to this parking proposal. 544