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HomeMy WebLinkAboutReso 2025-3814RESOLUTION NO. 2025 - �� A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF SUNNY ISLES BEACH, FLORIDA, TERMINATING THE EXISTING AGREEMENT WITH PAYBYPHONE TECHNOLOGIES, INC. FOR A MOBILE PAYMENT PROGRAM FOR PARKING SERVICES; APPROVING A NEW AGREEMENT WITH PAYBYPHONE USA, INC. TO PROVIDE MOBILE PAYMENT PROGRAM FOR PARKING SERVICES, ATTACHED HERETO AS EXHIBIT "A"; AUTHORIZING THE MAYOR TO EXECUTE SAID AGREEMENT; AUTHORIZING THE CITY MANAGER TO DO ALL THINGS NECESSARY TO EFFECTUATE THIS RESOLUTION; PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the City of Miami's Miami Parking Authority ("MPA") entered into an agreement with PayByPhone USA, Inc., f/k/a PayByPhone Technologies, Inc. (the "Vendor") on November 30, 2014, to provide a Mobile Payment Program for Parking Services (the "Services"); and WHEREAS, during renegotiations, the Vendor notified MPA of an increase to their transaction rates to $0.35; and WHEREAS, MPA terminated their agreement with the Vendor and subsequently entered into an agreement with the Vendor using the same pricing, terms and conditions offered through the Vendor's Agreement with the City of Miami Beach ("Miami Beach"); and WHEREAS, the negotiated fees between the Vendor and Miami Beach are $0.35 per transaction; however, waiving the transaction fee for residents; and WHEREAS, the City of Sunny Isles Beach ("City") piggybacked the Agreement between the Vendor and MPA to provide the Services to the City, expiring on December 1, 2025; and WHEREAS, after conducting its due diligence, the City Manager finds that it is in the best interest of the City's residents to terminate the existing agreement and enter into a new agreement with the Vendor for the Services utilizing the same pricing, terms and conditions under the Miami Beach Agreement; and WHEREAS, pursuant to the City's procurement code provisions, purchases made under state, county or other governmental contracts, or competitive bids with other governmental agencies are exempt from the City's competitive bidding procedures; and WHEREAS, the City Commission wishes to approve an Agreement with the Vendor to provide Services to the City, attached hereto as Exhibit "A". NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF SUNNY ISLES BEACH, FLORIDA, AS FOLLOWS: @BCL@10005FD6.doc Page 1 of 2 104 Section 1. Termination of Agreement. The City Commission hereby authorizes the City Manager to terminate the Agreement with Vendor for the Services. Section 2. Approval of Agreement. The City Commission hereby approves the new Agreement with the Vendor to provide Services to the City, attached hereto as Exhibit "A". Section 3. Authorization of Mayor. The Mayor is hereby authorized to execute said Agreement. Section 4. Authorization of City Manager. The City Manager is hereby authorized to do all things necessary to effectuate this Resolution. Section 5. Effective Date. This Resolution will become effective upon adoption. PASSED AND ADOPTED this ATTEST: Mauricid Betancur,ICMC, City Clerk Larisa Svechin, Mayor APPROVED AS TO FORM AND LEGAL SUFFICIENCY: ain E. Boileau, for Nabors, Giblin & Nickerson, P.A., City Attorney Moved by:(�/1$/o ,T® 9 Seconded by: 146t 1S6 Vote: Mayor Svechin Vice Mayor Lama Commissioner Joseph Commissioner Stuyvesant Commissioner Viscarra (Yes) (No) (Yes) (No) (Yes) (No) ( es) (No) (Yes) (No) @BCL@10005FD6.doc Page 2 of 2 105 Docusign Envelope ID: 43201 COA-A739-4610-8444-5EA845CA01 11 COOPERATION AND SERVICE AGREEMENT 4/22/2025 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 3280 Peachtree Rd, Suite 2400, Atlanta, GA 30305, USA ("PayByPhone") and City of Sunny Isles Beach, Florida, a provider of parking services with its address at 18070 Collins Avenue, Sunny Isles Beach, Florida, 33160 ("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; and PayByPhone provides wireless systems to allow consumers to pay through personal devices for the use of parking facilities and metered parking stalls owned and/or managed by the City of Miami Beach, Florida under a Professional Services Agreement dated March 5, 2024 (the "Miami Beach Contract") awarded pursuant to the City of Miami Beach RFQ 2023 -051 -WG for Mobile Parking Payment System; and Pursuant to Section 62-13(C) of the Client's Code of Ordinances, purchases made under state, county or other governmental contracts, or competitive bids with other entities are exempt from the City's competitive bidding procedures; and PayByPhone and Client desire to enter into this Agreement using the City of Miami Beach's bid and pricing information, to provide the services, subject to the terms and conditions contained herein. AGREEMENT Section 1 THE PAYBYPHONE MOBILE PAYMENT PLATFORM AND APPLICATIONS 1.1 PAYBYPHONE MOBILE PAYMENT APPLICATIONS 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. 1.2 PAYBYPHONE PORTAL 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, or its parent, PayByPhone Technologies Inc., 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. PBP_Service Agreement_Template_NA_V9.9 20250116 Page 11 Docusign Envelope ID: 43201COA-A739-4610-8444-5EA845CA0111 1.4 MOBILE PAYMENT SERVICE ENFORCEMENT Client agrees to supply wireless devices to employees in the field to provide real time confirmation of validly parked vehicles. 1.5 REPORTS PayByPhone will provide Client with a set of standard self -serve reports in the Portal. Any changes or customizations to the standard set of reports will be subject to PayByPhone's prior approval and then -current PayByPhone professional services fees. See https://www.paybyphone.com/pdf/us/pbp_professionalservicessamplerates.pdf for sample rates. 1.6 USE OF QR CODE At PayByPhone's discretion, as part of the PayByPhone mobile payment service, PayByPhone may provide to Client, and include on the relevant signage at Client's Parking Locations 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, 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. Client is responsible for paying any deep link QR Code fees outlined in Appendix A. 1.7 PAYBYPHONE RIGHTS & RATES Upon Client request, 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 PAYBYPHONE INTERACTIVE VOICE RESPONSE Upon Client request, 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 NR. 1.9 PAYBYPHONE VALIDATIONS PORTAL Upon Client request and subject to the terms and conditions of this Agreement, PayByPhone will provide Client a parking validation subscription service, which allows Client to access a web -based parking validation and complimentary parking management portal to enter and manage license plate information to validate consumer parking sessions (the "Validations Portal"). Client is responsible for paying all Validations Portal fees, as set out in Appendix A, for the Parking Location(s), as agreed upon between PayByPhone and Client. Notwithstanding anything contrary to this Agreement, Client may not terminate its subscription to the Validations Portal for any reason for six months from the date the Validations Portal is set up for Client. Client shall not: (a) reverse engineer, decompile, dissemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, know-how or PBP_Service Agreement_Template_NA_V9.9 20250116 P a g e 12 Docusign Envelope ID: 43201 COA-A739-4610-8444-5EA845CA01 11 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. Upon obtaining prior written approval of the Client, PayByPhone may, acting reasonably and not more often than once in a calendar year, increase any fees outlined in Appendix A, including any fees that come into effect after the Effective Date, 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. 2.3 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 The parties expressly acknowledge that Client currently engages, and/or may in the future, at its option, add, other providers of mobile parking payment applications ("Third Party Providers"), through contracts for the same parking facilities and metered stalls covered by this Agreement. Section 4 MARKETING, PROMOTION AND USER EDUCATION 4.1 SIGNAGE Client agrees to use the PayByPhone decals and signs already provided by PayByPhone and installed by Client at the Parking Locations as of the Effective Date. For any Parking Locations at which PayByPhone decals and signs are not installed or at which size and placement of the PayByPhone decals and signs is deemed insufficient by PayByPhone, acting reasonably, the Client agrees to provide adequate space for and install, at its own cost, PayByPhone signage and decals at each such Parking Location, with sign size and placement to be mutually agreed by PayByPhone and Client, acting reasonably. Client agrees that signs will be hung and/or located near payment machines at the Parking Locations and 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 PBP_Seivice Agreement_Template_NA_V9.9 20250116 Page 13 Docusign Envelope ID: 43201 COA-A739-4610-8444-5EA845CA01 11 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. If Client currently engages or may be engaging any Third Party Providers pursuant to Section 3 of this Agreement, Client agrees that all new signage and decals for the Parking Locations must provide equal or more space for PayByPhone, and PayByPhone's QR and SMS codes (if applicable), compared to any Third Party Provider. If at the time of PayByPhone service initial implementation, 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 (excluding installation), in proportion to the total number of providers listed on the signage. For greater clarity, if at the time of the initial signage placement, only PayByPhone and one Third Party Provider are listed, PayByPhone will bear 50% of the signage cost. All rounds of signage subsequent to PayByPhone service initial implementation reflecting addition of Third Party Providers are at Client's expense. Client, working with Third Party Providers, will provide and install all decals and signs required for implementation. Any signage with respect to the mobile parking payment, other than PayByPhone's standard signage template, proposed to be installed at the Parking Locations during the term of this Agreement is subject to PayByPhone's express and prior approval. Client will ensure that PayByPhone is included in all discussions regarding such signage and receives advance copies of any proposed signage templates. 4.2 MARKETING EVENTS Subject to Client's prior written approval, PayByPhone may conduct on-site marketing events and campaigns for its services, whereby PayByPhone will inform parking lot consumers of the availability of the PayByPhone mobile payment services and any promotions available. 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 Portal. 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. PDP_Seivice Agreement_ Template_ NA V9.9 202.501 16 Page 14 Docusign Envelope ID: 43201COA-A739-4610-8444-5EA845CA0111 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. 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 and as may be required by the Client for parking enforcement, fines, PBP_Seivice Agreemerrt_Template_NA_V9.9_ 202.50116 Page 15 Docusign Envelope ID: 43201 COA-A739-4610-8444-5EA845CA01 11 and proceedings ("Transaction Data"). Transaction Data may include vehicle license plate, parking session date, time, duration, zone number and amount paid, details of parking fines/violation notices, and parking session details obtained through customer service centre, and does not include User Profile Data (defined below). 5.3.2 In using, sharing, or otherwise processing Transaction Data, PayByPhone and Client must comply with applicable data protection laws, contractual obligations and any other applicable requirements. Each party is responsible to the PayByPhone service users and other third parties for its respective use, sharing and processing of Transaction Data, whether it performs such use, sharing and processing directly or through third parties. Each party acts as a "data controller" with respect to Transaction Data for the purposes any privacy legislation that uses that 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 5.4.1 The parties acknowledge that PayByPhone service users hold the PayByPhone account and/or use PayByPhone services under terms of service established by PayByPhone. Under these PayByPhone terms of service and any additional terms of use, PayByPhone, its affiliates, or its partners may offer users various services and products, including, but not limited to, insurance products, services related to electric vehicle charging, and any other product or service that may be developed in the future. Client acknowledges and agrees that nothing in this Agreement shall limit or restrict PayByPhone's ability to offer users any add-on services and products at PayByPhone's sole discretion. Except as otherwise expressly set forth in this Agreement, Client shall not receive any fees in relation to PayByPhone's provision of any add-on services and products to the PayByPhone users. 5.4.2 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 ("PBP SMS Fee") for each SMS Communication sent by PayByPhone with respect to an initial parking session or extension of a parking session and may set the amount of the PBP SMS Fee with reference to the cost PayByPhone incurs in delivering this optional service. At the time of entering into this Agreement, the PBP 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 PBP SMS Fee at any time during the Term. PayByPhone shall be responsible for any taxes applicable to the PBP SMS Fees. 5.4.3 PayByPhone records will be conclusive evidence with respect to the amount of PBP SMS Fees collected during a billing period. The PBP SMS Fees will be added to the total charged to the user in respect of a parking session or extension of a parking session. Unless under the terms of the Agreement PayByPhone is designated as the merchant of record for parking fees paid using PayByPhone mobile payment service, PayByPhone and Client agree to designate Client as the merchant of record for any PBP SMS Fees only. In that case, Client will collect PayByPhone's PBP 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. PBP—Service Agreement—Template—NA—V9.9_ 202.50116 P a g e 16 Docusign Envelope ID: 43201 COA-A739-4610-8444-5EA845CA01 11 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 until March 31, 2029 (the "Initial Term"), unless earlier terminated in accordance with this Section 6. 6.1.2 Upon the termination of the Initial Term, Client shall have two (2) additional consecutive two (2) year options to extend the Agreement (each a "Renewal Term"). The Initial Term and all Renewal Terms, if any, shall collectively be referred to as the "Term". 6.2 TERMINATION 6.2.1 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. 6.2.2 Termination for Convenience. Notwithstanding any other provision of this Agreement, either Party shall have the right, at any time, to terminate this Agreement in its entirety without cause, provided that thirty (30) days prior written notice is given by the terminating Party to the other Party. 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 iii) 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, PBP_Seivice Agreement_Template—NA—V9.9— 202501 16 P a g e 17 Docusign Envelope ID: 43201 COA-A739-4610-8444-5EA845CA01 11 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 Parry 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. 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. PBP_Seivice Agreement_Template_NA_V9.9_ 20250116 P a g e 18 Docusign Envelope ID: 43201 COA-A739-4610-8444-5EA845CA01 11 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 10.1 ASSIGNMENT This Agreement shall be binding on the parties, their successors and their permitted assigns. PayByPhone may not assign its rights or obligations under this Agreement without prior written consent from the City Manager. 10.2 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. 10.3 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. 10.4 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. 10.5 GOVERNING LAw This Agreement, and all matters relating hereto, shall be governed in all respects by the laws of the State of Florida, 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 Florida, and consent to the personal and exclusive jurisdiction and venue of these courts. 10.6 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. 10.7 ATTORNEY'S FEES In any legal proceeding between the parties, the prevailing party shall be entitled to recover reasonable attorney's fees and expenses. 10.8 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. 10.9 ENTIRE AGREEMENT PBP_Service Agreement_Template_NA_V9.9_ 20250116 P a g e 19 Docusign Envelope ID: 43201 COA-A739-4610-8444-5EA845CA01 11 This Agreement, together with the Appendix attached to it, and the terms and conditions of the Miami Beach Contract, awarded pursuant to the City of Miami Beach RFQ 2023 -051 -WG for Mobile Parking Payment System, constitutes the Contract Documents and the entire agreement between the parties with respect to the subject matter hereof. The Contract Documents supersede, and the terms of the Contract Documents 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. In the event of any conflict between or among the Contract Documents or any ambiguity or missing specifications or instruction, the following priority is established: A. First, this Agreement; B. Second, the Professional Services Agreement dated March 5, 2024; and C. Third, the terms and conditions of the City of Miami Beach RFQ 2023 -051 -WG for Mobile Parking Payment System 10.10 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. 10.11 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. 10.12 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. 10.13 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. 10.14 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. 10.15 SOPHISTICATION OF PARTIES Each party to this Agreement represents that it is a sophisticated commercial party capable of understanding all of the terms of this Agreement, that it has had an opportunity to review this Agreement with its counsel, and that it enters this Agreement with full knowledge of the terms of the agreement. 10.16 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. PBP Service Agreement_ Template NA V9.9_ 20250116 Page 110 Docusign Envelope ID: 43201 COA-A739-4610-8444-5EA845CA01 11 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. 10.18 PUBLIC RECORDS PayByPhone shall be required to comply with the following requirements under Florida's Public Records Law: A. PayByPhone shall keep and maintain public records required by Client to perform the service. B. Upon written request from the Client, PayByPhone shall provide the Client 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 by Chapter 119, Florida Statutes, or as otherwise provided by law. C. PayByPhone shall 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 contract if PayByPhone does not transfer the records to Client. D. Upon written request, PayByPhone shall, upon completion of the contract, transfer, at no cost, to Client all public records in possession of PayByPhone or keep and maintain public records required by Client to perform the service. If PayByPhone transfers all public records to Client upon completion of the contract, PayByPhone shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If PayByPhone keeps and maintains public records upon completion of the contract, PayByPhone shall meet all applicable requirements for retaining public records. All records stored electronically must be provided by PayByPhone to Client upon written request from Client in a format that is compatible with the information technology systems of Client. Notwithstanding the above, neither party shall be required to erase, delete, alter or destroy back-up media made in the ordinary course of business. IF PAYBYPHONE HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO PAYBYPHONE'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CLIENT'S CUSTODIAN OF PUBLIC RECORDS AT (305) 792-1703, CityClerk(i�CITY&net,18070 Collins Avenue, 4" Floor, Sunny Isles Beach, Florida 33160. 10.19 SCRUTINIZED COMPANIES Pursuant to Florida Statutes Section 287.135, contracting with any entity that is listed on the Scrutinized Companies that Boycott Israel List or that is engaged in the boycott of Israel is prohibited. PayByPhone herein certifies, under penalty of perjury, that PayByPhone is not participating in a boycott of Israel. Any contract for goods or services of One Million Dollars ($1,000,000) or more shall be terminated at the Client's option if it is discovered that the entity submitted false documents of certification, is listed on the Scrutinized Companies with Activities in Sudan List, the Scrutinized Companies with Activities in the Iran Terrorism Sectors List, created pursuant to Florida Statute, Section 215.473, or has been engaged in business operations in Cuba or Syria after July 1, 2018. Any contract entered into or renewed after July 1, 2018 shall be terminated at Client's option if PayByPhone is listed on the Scrutinized Companies that Boycott Israel List or engaged in the boycott of Israel. PayByPhone must submit the certification that is attached to this agreement as Appendix `B." Submitting a false certification shall be deemed a material breach of contract. Client shall provide notice, in writing, to PayByPhone of Client's determination concerning the false certification. PayByPhone shall have ninety (90) days following receipt of the notice to respond in writing and demonstrate that the determination was in error. If PayByPhone does not demonstrate that Client's reasonable determination of false certification was made in error, then Client shall have the right to terminate the contract and seek civil remedies pursuant to Florida Statute Section 287.135. PBP_Service Agreement_Template_NA_V9.9_ 20250116 Page ill Docusign Envelope ID: 43201COA-A739-4610-8444-5EA845CA0111 10.20 E -VERIFY Florida Statute 448.095 directs all public employers, including municipal governments, to verify the employment eligibility of all new public employees through the U.S. Department of Homeland Security's E -Verify System, and further provides that a public employer may not enter into a contract unless each party to the contract registers with and uses the E -Verify system. Florida Statute 448.095 further provides that if PayByPhone enters into a contract with a subcontractor, the subcontractor must provide PayByPhone with an affidavit stating that the subcontractor does not employ, contract with, or subcontract with an unauthorized alien. In accordance with Florida Statute 448.095, PayByPhone is required to verify employee eligibility using the E -Verify system for all existing and new employees hired by PayByPhone during the contract term. Further, PayByPhone must also require and maintain the statutorily required affidavit of its subcontractors. It is the responsibility of PayByPhone to ensure compliance with E -Verify requirements (as applicable). To enroll in E -Verify, employers should visit the E -Verify website (https://www.e- verify.eov/employers/enrolling-in-e-verify) and follow the instructions. PayByPhone must retain the I-9 Forms for inspection, and provide the attached E -Verify Affidavit, attached hereto as Appendix "C." 10.21 HUMAN TRAFFICKING Pursuant to Section 787.06, Florida Statutes, entitled "Human Trafficking," a governmental entity cannot execute, renew, or extend a contract with a nongovernmental entity that uses coercion for labor or services, as defined in Section 786.06(2), Florida Statutes. PayByPhone must submit the affidavit that is attached to this agreement as Appendix "D," signed by an officer or an authorized representative of PayByPhone, under penalty of perjury, attesting that PayByPhone does not use coercion for labor or services as defined in Section 786.06(2), Florida Statutes. Submitting a false certification shall be deemed a material breach of contract. IN WITNESS WHEREOF, representati6esch City of Su Signature the parties have caused this Agreement to be executed by their duly authorized Name: L nom'l-sA sy4---i.ht ty Title: zywy z Date: F2 3 1 �2- Notice Address: 18070 Collins Avenue, Fourth Floor Sunny Isles Beach, Florida, 33160 PayByPhone US Inc. Signature: Name: Teresa Trussell Title: President Date: 4/22/2025 Notice Address: c/o PayByPhone Technologies Inc. 600-1290 Homer Street, 6th Floor Vancouver, BC V613 2Y5 Canada With a copy to: legal@paybyphone.com I'BP_ Seivice Agreement_Template_NA___V9.9 202501 l6 P a b e 112 Docusign Envelope ID: 43201 COA-A739-4610-8444-5EA845CA01 11 APPENDIX A PARKING FACILITIES AND METERED PARKING STALLS: Parking facility located at [add eradd s�J including [liof parking spaces. (the "Initial Parking Locations"). PRICING: All amounts are exclusive of any and all taxes, including taxes applicable on fees paid by driver. For the purposes of this Agreement "Transaction" includes (a) user registration for a parking session, permit, validation or extension of a parking session 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 operation for which PayByPhone incurs a fee from its gateway provider or an acquirer. { ONE-TIME SETUP FEES ' . Training, consulting, marketing, and customer support as described in the Agreement Included Mobile payment services setup fee for all Initial Parking Locations Waived' Integration with enforcement solution software: PayByPhone will include 1 Included complimentary enforcement integration Standard PayByPhone city dynamic label Included TRANSACTION FEES Hourly Parking: Client pays to PayByPhone per Transaction—City serves as Merchant of Record $0.353 (Client may charge user a non -embedded, on top of price of convenience fee of $0.352) Monthly Parking Option: Client pays to PayByPhone per Transaction—City serves as Merchant of Record $1.003 (Client may charge user a non -embedded, on top of price of convenience fee of $1.002) Monthly minimum of total Transaction Fees Waived' OPTIONAL FEES Additional Custom dynamic label $1,000 Mobile payment service setup fee for Additional Parking Locations Waived IVR setup fee Waived IVR additional per transaction fee Waived—Included with standard transaction fee Rights & Rates setup fee Reduced $500 Rights & Rates monthly subscription fee for one (1) Right $199 per month Validation Portal setup fee $1,500 Validation Portal monthly subscription fee $250 per Parking Location/mo. PBY_Service Agreenieiit_Template_NA_V9.9_ 202501 l6 Page 113 Docusign Envelope ID: 43201COA-A739-4610-8444-5EA845CA0111 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. One-time setup fees are invoiced at contract signing. 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. 3. The listed prices of the Transaction Fees do not apply to any Transaction (including, without limitation, registration, extension, charge reversal or refund) that relates to daily, weekly, or annual parking session, permit or validation. The amount of the Transaction Fee for any Transaction related to daily, weekly, or annual parking session, permit or validation shall be agreed by both parties in writing. Services covered by the Transaction Fee include interactive voice response solution (IVR). Client is responsible for paying Transactions Fees for all Transactions made through the PayByPhone mobile application, web application, and/or IVR. 4. Monthly minimum will apply when Transaction Fees or Payment Processing Fees, as applicable, per calendar month total less than the specified monthly minimum. Client is responsible for covering the difference between the monthly minimum and the Transaction Fees or Payment Processing Fees, as applicable. For greater certainty, any collected PBP SMS Fees do not count towards any monthly minimum of Transaction Fees. If any monthly minimums are waived at the time of entering into the Agreement, PayByPhone may increase any fees outlined in Appendix A and/or introduce monthly Transaction Fee and Payment Processing Fee minimums at any time after the first year of the Initial Term, if the monthly total of either Transaction Fees or Payment Processing Fees is below $250 in any month during the Initial Term. 5. Client is responsible for paying its own credit card processing and merchant banking fees, if Client is MOR. 6. In the event that PayByPhone is the only form of payment, Client will be responsible for 100% of the call centre fees as a pass through. 7. All fees and charges are payable within 30 days of invoicing. YBP_Seivice Agreement_Template _NA V9.9_ 20250116 P a g e 114 Docusign Envelope ID: 43201COA-A739-4610-8444-5EA845CA0111 APPENDIX B PBP_Seivice Agreement—Template—NA—V9.9_ 20250116 Page 115 Docusign Envelope ID: 43201COA-A739-4610-8444-5EA845CA0111 O�SVNNY /5I F F _ 7 N r CONTRACTOR ANTI -BOYCOTT CERTIFICATION O r M1'fC 9�. FL00.^NO : • O. sUN [PURSUANT TO FLORIDA STATUTE § 287.1351 L Teresa Trussell , on behalf of PayByPhone US Inc. Print Name Company Name certifies that PayByPhone US Inc. does not: Company Name 1. Participate in a boycott of Israel; and 2. Is not on the Scrutinized Companies that Boycott Israel list; and 3. Is not on the Scrutinized Companies with Activities in Sudan List; and 4. Is not on the Scrutinized Companies with Activities in the Iran Terrorism Sectors List; and 5. Has not engaged in business operations in Cuba or Syria. %M,t V vim► Signature President Title 4/22/2025 Date Docusign Envelope ID: 43201 COA-A739-4610-8444-5EA845CA01 11 APPENDIX C M—Service Agreement—Template—NA—V9.9_ 202.50116 P a g e 116 Docusign Envelope ID: 43201 COA-A739-4610-8444-5EA845CA01 11 Florida Statute 448.095 directs all public employers, including municipal governments, to verify the employment eligibility of all new public employees through the U.S. Department of Homeland Security's E - Verify System, and further provides that a public employer may not enter into a contract unless each party to the contract registers with and uses the E -Verify system. Florida Statute 448.095 further provides that if a contractor enters into a contract with a subcontractor, the subcontractor must provide the contractor with an affidavit stating that the subcontractor does not employ, contract with, or subcontract with an unauthorized alien. In accordance with Florida Statute 448.095, all contractors doing business with the City of Sunny Isles Beach are required to verify employee eligibility using the E -Verify system for all existing and new employees hired by the contractor during the contract term. Further, the contractor must also require and maintain the statutorily required affidavit of its subcontractors. It is the responsibility of the awarded vendor to ensure compliance with E -Verify requirements (as applicable). To enroll in E -Verify, employers should visit the E -Verify website (https://www.a-verify.aov/emPlovers/enrolling-in-e-verify) and follow the instructions. The contractor must, as usual, retain the 1-9 Forms for inspection. By affixing your signature below you hereby affirm that you will comply with E -Verify requirements. PayByPhone US Inc. CyN e V 4/22/2025 Offeror Signature Date Teresa Trussell President Print Name 87-3652865 Federal Employer Identification Number (FEIN) Title Sworn to and subscribed before me on this this 22 day of APRIL 2025 , 2023. Teresa Trussell By O Is personally known to me L!1 Has produced identification (type of identification produced: 6 'Signature of Notary Public Ni col ette Hall 01/17/2027 Print or Stamp of Notary Public Expiration Date DRIVERS LICENSE Nicolette Hall Notary Public, State of New Jersey My Commission Expires 01/17/2027 /V O (W-62 4�jP(J 4/22/2025 50182507 COMPLETED VIA REMOTE ONLINE NOTARIZATION USING 2 WAY AUDIO/VIDEO TECHNOLOGY Docusign Envelope ID: 43201 COA-A739-4610-8444-5EA845CA01 11 APPENDIX D PBP_Service Agreemernt_Template_NAV9.9_ 20250116 P a g e 117 Docusign Envelope ID: 43201COA-A739-4610-8444-5EA845CA0111 O� SJNNY's`�@@ x d` n V Z + " t yF'D9�r FLOG\O y�.� of SUN PaG Affidavit of Compliance with Anti -Human Trafficking Laws City of Sunny Isles Beach 18070 Collins Avenue Sunny Isles Beach, FL 33160 Telephone: (305) 947-0606 The undersigned, on behalf of the entity listed below ("Entity"), hereby attests, under penalty of perjury, as follows: 1. Entity does not use coercion for labor or services as defined in Section 787.06, Florida Statutes. (Source: § 787.06 (13), Florida Statutes — Human Trafficking). 2. The undersigned is authorized to execute this affidavit on behalf of Entity. Date: APRIL 22 20 25 Signed: �l Entity: PayByPhone US Inc. STATE OF NEW JERSEY COUNTY OF CAMDEN Name: Teresa Trussell Title: President The foregoing instrument was acknowledged before me, by means of ❑ physical presence or El online notarization( this 22 day of APRIL 20 25 by Teresa Trusse 1 as PRESIDENT for PAYBYPHONE US INC , who is personally known to me or who has produced DRIVERS LICENSE as identification. Nlcolette Hall Notary Public, State of New Jersey My Commission Expires 01/17/2027 �ili�►f�zQ �I Notary Public Signature: State of 1=t no rfa at Large (Seal) 50182502 Print Name: Ni col ette Hall STATE OF NEW JERSEY My commission expires: 01/17/2027 COMPLETED VIA REMOTE ONLINE NOTARIZATION USING 2 WAY AUDIO/VIDEO TECHNOLOGY Docusign Envelope ID: 43201 COA-A739-4610-8444-5EA845CA01 11 Certificate Of Completion Envelope Id: 9EB2DB85-CF8C-457F-B564-EAFAD4F54B8F Subject: 309756 : Teresa Trussell Source Envelope: Document Pages: 20 Signatures: 4 Certificate Pages: 1 Initials: 0 AutoNav: Enabled Envelopeld Stamping: Enabled Time Zone: (UTC -08:00) Pacific Time (US & Canada) Record Tracking Status: Completed Envelope Originator: Nicolette Hall 545 Islip Avenue Islip, NY 11751 nhall@usvirtualnotary.com IP Address: 52.22.177.142 O docusign. r Status: Original Holder: Nicolette Hall Location: DocuSign 4/22/2025 12:30:50 PM nhall@usvirtualnotary.com Timestamp Signer Events, Signature Timestamp Teresa Trussell `"` """`/t Sent: 4/22/2025 12:32:24 PM teresatrussel140@gmail.com v V Viewed: 4/22/2025 12:33:02 PM Security Level: Status Signed: 4/22/2025 12:33:40 PM .None Signature Timestamp ID: ecce5773-Of68-479f-a9dc-0006942e8d8f Signature Adoption: Pre -selected Style Timestamp 4/22/2025 12:32:58 PM Using IP Address: 165.225.216.173 Timestamps { Electronic Record and Signature Disclosure: Not Offered via Docusign In Person Signer'Events Signature Timestamp Editor Delivery Events Status Timestamp Agent`DeliveryEvents Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery". Events Status Timestamp, Carbon Copy Events Status Timestamp Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps { Envelope Sent Hashed/Encrypted 4/22/2025 12:32:24 PM Certified Delivered Security Checked 4/22/2025 12:33:02 PM Signing Complete Security Checked 4/22/2025 12:33:40 PM Completed Security Checked 4/22/2025 12:33:40 PM Payment Events' Status Timestamps 6 sfL0 C,rh 4F sU�+ f'�p City of Sunny Isles Beach 18070 Collins Avenue Sunny Isles Beach, Florida 33160 (305) 947-0606 City Hall (305) 949-3113 Fax MEMORANDUM TO: Honorable Mayor and City Commissioners VIA: Stan Morris, City Manager FROM: Julio Davila, Code Compliance Manager DATE: April 17, 2025 RE: PayByPhone Miami Parking Authority (M PA) Agreement Update RECOMMENDATION: Staff recommends approval of this resolution. REASONS: The city has a contract with PaybyPhone for phone transactions at ($0.27) that is active until December 1, 2025, piggybacking Miami Parking Authority (MPA) through Resolution 2021-3247. However, PaybyPhone proposed to increase their rates to ($0.35) on the MPA contract. Upon this notification, MPA terminated their existing contract and subsequently, entered into a piggyback contract with PaybyPhone through the Miami Beach contract (attached is M PA's email). The Code Compliance and Procurement team conducted a thorough review of the Miami Beach contract and concluded that the negotiated terms are favorable to the city of Sunny Isles Beach. Although there is an increased transaction fee of $0.35, it is waived for residents—a negotiated benefit secured by the City of Miami Beach due to their high transaction volume. Furthermore, the city currently operates on the PaybyPhone platform known as Rights & Rates. Through this Miami Beach piggyback contract, the monthly fee is actually reduced compared to the existing agreement, from $299 to $199. To keep our existing platforms, and provide seamless service to the residents, the city is recommending terminating the existing contract, that is no longer being honored by PaybyPhone, and approve the proposed piggyback agreement through the City of Miami Beach. Item Number: 9.6 102 ADDITIONAL INFORMATION: Several clients are currently engaging PayByPhone in the same process as a result of M PA's termination of their agreement. These include City of Coral Gables, City of Surfside, North Bay Village, Bay Harbour Islands, City of Doral, Miami -Dade Aviation, Miami -Dade Parks, and Lauderdale -by -the -Sea. ATTACHMENTS: Resolution Service Agreement Item Number: 9.6 103