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©©opayayphone COOPERATION AND SERVICE AGREEMENT This Cooperation aird Service Agreement(the Agreement ) is entered into as of November 1,at;,11;2014 2014 between PayByPhone Technologies Inc.,,a developer of enhanced mobile commerce solutions,a British Columbia corporation with :its principal place of business at. #403 — 186 Hamilton Street, Vancouver, British Columbia, Canada ("PayByPhone")and City of-Miami Department of Off-Street Parking'a/k/a Miami Parking Authority, an agency and instrumentality of the City of Miami located at 40 NW 3nd Street,Miami,Florida-33128("MPA"or'"Client"). RECITALS For and in consideration of the mutual promises and covenants set forth herein and other good and valuable consideration,PayByPhone shall provide wireless applications to enhance the payment process for parking.at parking • facilities and metered parking stalls owned and/or managed by Client.PayByPhone mobile commerce solutions will also provide Client with a management information system,including real-time operation arid transaction reports. AGREEMENT Section 1 INCORPORATION OF SOLICITATION AND RESPONSE;CONTROLLING DOCUMENT The Parties hereby incorporate the solicitation,all addenda("RFP")and PayByPhone's response as if all'fully set forth herein and a part of this Agreement. In the event of any conflict between the RFP,PayByPhone's.response and this Agreement,the R.FP:shall control,followed by this Agreement and ending with PayByPhone.'.s response. Section 2 THE PAYBYPHONE MOBILE PAYMENT PLATFORM AND APPLICATIONS 2.1 PAYBYPHONE MOBILE PAYMENT APPLICATION PayByPhone agrees to utilize 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 those facilities through.personal wireless devices(e.g.,cellular telephones)or other wireless.systems. 2.2 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 Parking Payment Application(the "Management Information System"). PayByPhone will host the Management Information Systein on its network. Client will access the Management Information System through a browser-based program installed on Client's computer hardware. 2.3 COMPUTER,NETWORIUNG AND TELECOMMUNICATION SYSTEMS PayByPhone will own or possess,and will operate and maintain,all computer and networking hardware and software and data(collectively,"computer information")required to operate the PayByPhone mobile payment'services service as contemplated in this Agreement, other than Client's existing computer and telecommunications systems. PayByPhone's shall be solely responsible for the security of any computer information stored on its system.- 2.4 MOBILE PAYMENT SERVICEENFORCEMENT Client agrees to supply-Wireless Devices to employees in the field to provide.real'time confirmation of validly parked vehicles. 2.5 REPORTS iiPayByPhone will provide Client with a set of standard reports in.the self-serve PayByPhone Service Management Interface System. Any changes or customizations to the standard set of reports•will be.subject to then-current PayByPhone Professional Services fees. See Appendix B for sample rates. .PayByPhnne11403- 11n3 1.!;milton Street Vancouver,BC\'tiB 2S2 S ATTACHMENT "B" C