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Contract 62828
CITY OF FORT WORTH COOPERATIVE PURCHASE AGREEMENT This Cooperative Purchase Agreement (“Agreement”) is entered into by CITY OF FORT WORTH (“City”), a Texas home-rule municipal corporation acting by and through its duly authorized Assistant City Manager, and PARKMOBILE, LLC (“Vendor”), a Delaware limited liability company acting by and through its duly authorized representative, each individually referred to as a “party” and collectively referred to as the “parties.” AGREEMENT DOCUMENTS The Cooperative Purchase Agreement includes the following documents which shall be construed in the order of precedence in which they are listed: 1. This Cooperative Purchase Agreement; 2. Exhibit A – Statement of Work; 3. Exhibit B – Cooperative Agency Contract COG-2154C; and 4. Exhibit C – Conflict of Interest Questionnaire 5. Exhibit D – ParkMobile Agreement Exhibits A, B, C, and D, which are attached hereto and incorporated herein, are made a part of this Agreement for all purposes. Vendor agrees to provide City with the services and goods included in Exhibits A and D pursuant to the terms and conditions of this Cooperative Purchase Agreement, including all exhibits thereto. If any provisions of the attached exhibits conflict with the terms herein, are prohibited by applicable law, conflict with any applicable rule, regulation or ordinance of City, the terms in this Cooperative Purchase Agreement shall control. There is no cost to the City for the services and system being provided to City as outlined in Exhibit A. All costs for the initial installation of signs, initial posting of information on every parking meter in the City, marketing, processing, customer service, and merchant fees related to the operation of the program as outlined in Exhibit A shall be paid for by the Vendor. The Parties agree that this initial installation has already taken place and ParkMobile has already fulfilled its obligation under this provision under City Secretary Contract No. 47163. Vendor may charge a convenience fee to the City’s parking customers pursuant to Exhibit A to cover the Vendor’s cost associated with this Agreement. Any changes to the convenience fee must have prior approval from the City, which will not be unreasonably withheld or delayed. If the costs incurred by the Vendor exceed the revenue generated by the convenience fee, the City shall not be responsible to reimburse, compensate, or in any way pay Vendor the additional expenses. The term of this Agreement is effective beginning on the date signed by the Assistant City Manager below ("Effective Date") and expires two (2) years from such date. This Agreement may be renewed upon mutual written agreement by the Parties for an additional one (1) year term. City or Vendor may terminate this Agreement at any time and for any reason by providing the other party with at least 60 days’ written notice of termination. Vendor agrees that City shall, until the expiration of three (3) years after final payment under this Agreement, or the final conclusion of any audit commenced during the said three years, have access to and the right to examine at reasonable times any directly pertinent books, documents, papers and records, including, but not limited to, all electronic records, of Vendor involving transactions relating to this Agreement at no additional cost to City. Vendor agrees that City shall have access during normal working hours to all necessary Vendor facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. City shall give Vendor reasonable advance notice of intended audits. Notices required pursuant to the provisions of this Agreement shall be conclusively determined to have been delivered when (1) hand-delivered to the other party, its agents, employees, servants or representatives or (2) received by the other party by United States Mail, registered, return receipt requested, addressed as follows: To CITY: City of Fort Worth Attn: Jesica McEachern Assistant City Manager 100 Fort Worth Trail Fort Worth, TX 76102 With copy to Fort Worth City Attorney’s Office at the same address To VENDOR: ParkMobile, LLC Head of FP&A Finance US (with a copy to Legal Department) 1100 Spring Street, Suite 200 Atlanta, GA 30309 Email: legal@parkmobile.io City is a government entity under the laws of the State of Texas and all documents held or maintained by City are subject to disclosure under the Texas Public Information Act. To the extent the Agreement requires that City maintain records in violation of the Act, City hereby objects to such provisions and such provisions are hereby deleted from the Agreement and shall have no force or effect. In the event there is a request for information marked Confidential or Proprietary, City shall promptly notify Vendor. It will be the responsibility of Vendor to submit reasons objecting to disclosure. A determination on whether such reasons are sufficient will not be decided by City, but by the Office of the Attorney General of the State of Texas or by a court of competent jurisdiction. The Agreement and the rights and obligations of the parties hereto shall be governed by, and construed in accordance with the laws of the United States and state of Texas, exclusive of conflicts of laws provisions. Venue for any suit brought under the Agreement shall be in a court of competent jurisdiction in Tarrant County, Texas. To the extent the Agreement is required to be governed by any state law other than Texas or venue in Tarrant County, City objects to such terms and any such terms are hereby deleted from the Agreement and shall have no force or effect. Nothing herein constitutes a waiver of City’s sovereign immunity. To the extent the Agreement requires City to waive its rights or immunities as a government entity; such provisions are hereby deleted and shall have no force or effect. To the extent the Agreement, in any way, limits the liability of Vendor or requires City to indemnify or hold Vendor or any third party harmless from damages of any kind or character, City objects to these terms and any such terms are hereby deleted from the Agreement and shall have no force or effect. If Vendor has fewer than 10 employees or this Agreement is for less than $100,000, this section does not apply. Vendor acknowledges that in accordance with Chapter 2271 of the Texas Government Code, the City is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms “boycott Israel” and “company” has the meanings ascribed to those terms in Chapter 2271 of the Texas Government Code. By signing this Agreement, Vendor certifies that Vendor’s signature provides written verification to the City that Vendor: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the Agreement. If Vendor has fewer than 10 employees or this Agreement is for less than $100,000, this section does not apply. Vendor acknowledges that in accordance with Chapter 2276 of the Texas Government Code, the City is prohibited from entering into a contract for goods or services that has a value of $100,000 or more that is to be paid wholly or partly from public funds of the City with a company with 10 or more full-time employees unless the contract contains a written verification from the Vendor that it: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of this Agreement. To the extent that Chapter 2276 of the Government Code is applicable to this Agreement, by signing this Agreement, Vendor certifies that Vendor’s signature provides written verification to the City that Vendor: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of this Agreement. If Vendor has fewer than 10 employees or this Agreement is for less than $100,000, this section does not apply. Vendor acknowledges that except as otherwise provided by Chapter 2274 of the Texas Government Code, the City is prohibited from entering into a contract for goods or services that has a value of $100,000 or more that is to be paid wholly or partly from public funds of the City with a company with 10 or more full-time employees unless the contract contains a written verification from the Vendor that it: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate during the term of the contract against a firearm entity or firearm trade association. To the extent that Chapter 2274 of the Government Code is applicable to this Agreement, by signing this Agreement, Vendor certifies that Vendor’s signature provides written verification to the City that Vendor: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate against a firearm entity or firearm trade association during the term of this Agreement. (signature page follows) (remainder of this page intentionally left blank) The undersigned represents and warrants that he or she has the power and authority to execute this Agreement and bind the respective party. CITY OF FORT WORTH: By: ___________________________ Name: Jesica McEachern Title: Assistant City Manager Date: _______________________ APPROVAL RECOMMENDED: By: ______________________________ Name: Lauren Prieur Title: Transportation/Public Works Director By: ______________________________ Name: Jannette Goodall Title: City Secretary CONTRACT COMPLIANCE MANAGER: By signing I acknowledge that I am the person responsible for the monitoring and administration of this contract, including ensuring all performance and reporting requirements. By: ______________________________ Name: Peter Elliott Title: Administrative Services Manager APPROVED AS TO FORM AND LEGALITY: By: ______________________________ Name: Amarna Muhammad Title: Assistant City Attorney CONTRACT AUTHORIZATION: M&C: N/A VENDOR: ParkMobile, LLC By: Name: Justin Clifford Title: Treasurer Date: ____________________________ EXHIBIT A STATEMENT OF WORK ParkMobile will provide the City a Pay-by-Phone System that offers a mobile parking payment application with an integrated payment reservation system to the City's parking customers. Customers are able to use a variety of payment options to pay for parking with the mobile solution through a smartphone application that can be used on a wide variety of smartphone platforms. The customer registers for service via the ParkMobile website or alternatives provided by ParkMobile such as through other web sites with access to the ParkMobile application and downloads an application on their smartphone which can be used to pay for parking. Customers will also be able to access the system from desktop computers from the web. Parking Locations: The Services will be provided to Client in the following locations/geographical territory: All Client locations. Pay By Phone System 1. ParkMobile shall provide customers the ability to register for the Pay-by-Phone and Parking Reservation System 24 hours a day/7 days per week via the following options: live-body phone call during paid parking, smartphone application, and mobile and desktop web. 2. ParkMobile shall provide the following payment options for registered customers: IVR, smartphone application and mobile web. ParkMobile shall comply with all applicable Federal, state and local laws in regards to processing and storing of customer information. 3. ParkMobile shall provide toll-free, live customer service telephone support 24/7for registration and other issues. 4. For each on-demand transaction, the end-user will be charged a convenience fee of $0.45. For each on-demand transaction in which ParkMobile receives a convenience fee, ParkMobile shall provide $0.01 of such fee to the City. This does not apply to reservations transactions (see Exhibit D). ParkMobile retains $0.44 of the whole convenience fee to cover all banking and credit card fees from each transaction. 5. ParkMobile shall clearly communicate any convenience fee per transaction to consumers at time of transaction. Any changes to the convenience fee must have prior approval from the City, which will not be unreasonably withheld or delayed. 6. ParkMobile shall establish a system that is capable of recognizing different rates, hours of operation, and maximum time-limits for every paid parking block face based on day of week, time of day, and by district and sub-areas within districts. The system shall not allow parking transactions on paid parking holidays in accordance with the City's ordinance nor during peak period parking restrictions (e.g., no parking allowed between 3 pm and 7 pm). 7. ParkMobile shall provide a self-service system that will allow authorized City personnel to make changes to parking rates, hours of operation and maximum timelimits in real-time. As a back-up, authorized City personnel can submit rate and policy change requests directly to ParkMobile. ParkMobile will use commercially reasonable efforts to enter City’s requested changes within three (3) business days of notification from the City. The City makes system-wide changes periodically, with changes often made on an annual basis over a multiple month period. ParkMobile has no authority to modify the parking regulations or change any parking rates without the prior approval from authorized City personnel. When the City makes these system-wide changes, the City should utilize the self-service solution to enter these changes into the ParkMobile platform. If City is unable to utilize the self-service solution, ParkMobile will make these changes to its system within three (3) business days of notification for each area. ParkMobile's charges must be consistent with the City's parking rates and hours of operation. 8. ParkMobile shall provide real-time enforcement integration so that the City's Parking Compliance Officers are able to easily ascertain if a vehicle that is not displaying time on the meter or a receipt has paid via the Pay-by-Phone System without additional hardware beyond currently available iPhone and Android smartphones which Transportation and Public Works Parking (TPWP) currently possesses. 9. ParkMobile shall provide the City with designs for all informational materials including public right-of-way signs, pay station decals, and all marketing activities and collateral materials (posters, brochures, web page, etc.) for TPWP review and final approval before posting or distributing the materials. Use of City of Fort Worth logos must be in accordance with City's policies and approved by the City. 10. ParkMobile shall be responsible for the initial installation of all Pay-by-Phone related signs, decals, and other information in the public right-of-way. This includes: 1) a pay station sticker with at minimum a block number, phone, and Payby-Phone system logo; 2) posted information on the pay- to-park signs at the start of each block face; and 3) a sticker above the parking symbol on each side of the pay station with the block face number and system logo. All materials shall be consistent with TPWP's paid parking sign templates, as provided in the RFP document, Paid Parking Sign Templates. Information about the number of pay stations and block faces will be provided by the City. The parties agree that this initial installation has already taken place and ParkMobile has already fulfilled its obligation under this provision under City Secretary Contract No. 47163 11. ParkMobile shall be responsible for developing and providing to the City an implementation schedule within ten (10) days of contract award. The implementation plan shall include a schedule for the sign and pay station markings installation for city-wide deployment along with all other tasks necessary for implementation. Within thirty (30) calendar days of the contract award date with the expectation that the first business district will be complete and ready for customers by that date; and within another thirty (30) days of that date that all metered spaces as defined in Exhibit “D” will be complete with professional work on the detail of all signage and sticker installation, training, etc., and being customer ready to "pay by phone" for all parking spaces as defined in Exhibit “D”. The parties agree that ParkMobile has already fulfilled its obligation under this provision under City Secretary Contract No. 47163. 12. ParkMobile shall maintain for the City a white label app that mirrors the features and functionality of the ParkMobile app but conveys and reflects the City's look and feel. The City expects that all new users to this service will be introduced strictly through the Fort Worth white label app via the dominant smartphone mobile platforms available such as iPhone, Android, etc. as well as all other ways and methods of bringing the customer onboard to use the service whether mobile web, desktop or any other form of communication to engage the customer and that those users are held as Fort Worth customers throughout the term of this contract. ParkMobile shall not be allowed to use the customer information obtained under this agreement for any other reason than performing services under this Agreement. 13. From time to time throughout the term, ParkMobile shall provide the City with one or more marketing proposals, with periodic plans and scheduling of events to continually market the service and increase the user base throughout the City on a quarterly or semi-annual basis as requested by TPWP. 14. ParkMobile shall be responsible for managing accounts, transactions, and customer service issues related to the Pay-by-Phone payment process. ParkMobile shall provide an easy to use customer account management website where the customer can track usage, time, date and other account information. Customers shall not be subject to spam or other emails unless authorized by the City and as accepted by the customer. No customer data shall be used, sourced or solicited by/from ParkMobile for any reason unless with the City's authorization. At contract termination, any customer data gained via the white label app shall be returned to the City so that it cannot be sold or used by ParkMobile after the contract expires. For purposes of this agreement, any reference to “customer,” “customer data,” “customer information,”or similar term shall be limited to end users who have downloaded the City’s white-label app and associated transactions made using the City’s white- label app at parking facilities controlled by, or on behalf of, the City of Fort Worth. ParkMobile shall also use commercially reasonable efforts to ensure there is a seamless integration with the next vendor of similar services to ensure continuity of service to the City of Fort Worth customer. ParkMobile shall be responsible to ensure system uptime in excess of 99.5% and in the case of the need for maintenance service that ParkMobile not perform this work during the time of paid parking and also gives at least twenty four (24) hours of notice to the City before the start of such work. 15. ParkMobile shall integrate the Pay-by-Phone transaction data and back-office system into the City's metered pay station transaction account system. All data generated in the transactions via this system shall belong to the City and all use of this data must be authorized by the City. The City requires access to all data at all times, and requires a response to all data requests that cannot be obtained within the system immediately within forty eight (48) business hours of a request for more detailed data reports. 16. ParkMobile shall provide secure administrative password access to the back-office system to authorized City's personnel for financial accountability, reporting, ad hoc querying, revenue reconciliation and summons adjudication. The City requires a functional, easily accessible reporting portal which makes accessing, collating and extracting data a straightforward and relatively simple task. Accessed data shall not include customer's personal payment information (i.e., full credit card number). 17. ParkMobile shall supply reports for account sign up and use, customer service issues, revenue and any additional reports necessary to properly evaluate program progress weekly for the first six weeks and monthly for the remaining portion of the contract with an option to request such reports in an ad-hoc manner as necessary and to obtain a response on ad hoc requests within twenty four (24) hours. 18. ParkMobile shall provide onsite or web-based training and manuals for authorized City personnel to navigate and utilize the back office system. ParkMobile shall provide a three- year support and maintenance plan including: methods of contact; support team availability; service levels and escalations; timeframes for supporting or delivering critical security patch updates, updated database or web browser versions after release; software/browsers/hardware supported; updated user guides on all major updates or system changes, and warranty information 19. ParkMobile shall create, develop and consistently market a merchant validation program with an expectation of driving merchant use towards ten percent (10%) of total transactions within a year of implementation. The City prefers a validation program which eliminates the possibility of time gaps between customer parking and validation, thus, programs that focus on passing on validations prior to the parking event or validates by deducting a merchant prepaid sum from already existing charges would be ideal. The parties agree that ParkMobile has already fulfilled its obligation under this provision under City Secretary Contract No. 47163. 20. ParkMobile shall create, develop and implement incentive plans to drive merchant use and local resident use in the first six (6) months of the program. The parties agree that ParkMobile has already fulfilled its obligation under this provision under City Secretary Contract No. 47163. 21. ParkMobile's Pay-by-Phone System shall be Payment Card Industry Data Security Standard (PCI DSS) certified. ParkMobile shall provide the City PCI DSS Level 1 compliant certificates within 4 weeks of obtaining such certificate. 22. Upon the City’s reasonable written request, ParkMobile shall provide to the City an attestation by an objective third party, stating that the application has been tested for common security vulnerabilities as articulated by the Open Web Application Security Project (OWASP) Top-10. These include Structured Query Language (SQL) injection, cross-site scripting, cross-site request forgery and others. The OWASP testing shall be performed at the expense of ParkMobile and by an objective third party. 23. ParkMobile shall engage and conduct an annual independent 3rd-party audit of its financial records to ensure that the funds collected on behalf of the City have been settled appropriately with the City. ParkMobile shall also engage an independent party to perform a semi-annual audit of its internal control procedures as reflected in its SSAE 16 Report. Both audits shall include scope requirements that ensure the City's financial and operational practices with ParkMobile have been reviewed and incorporated into the results of the reports. ParkMobile shall pay for the costs of both reports and shall forward final documents to the City within fifteen (15) calendar days of audit completion. 24. ParkMobile will act as the merchant of record in the processing of all payments via this service with the detail of the transaction breakdown and subsequent distribution of money as shown in payment schedule utilizing similar funding methods and payment schedule as ParkMobile previously provided in its provision of services under City Secretary Contract No. 47163. 25. ParkMobile shall integrate their Pay-by-Phone System with the City's existing metered pay station technology. 26. The City will work with ParkMobile to address the potential of the use of the ParkMobile app for other parking uses at no cost to the City; however, any additional scope of services must be done through an amendment to this Agreement. Parking Reservation System 27. The Vendor shall provide a parking reservation system integrated with upcoming events in an application service for the City of Fort Worth Parking Services. The Vendor shall provide the following types of registration hours (8 am to 10 pm Central Time options: live-body phone call during paid parking (CT), Monday through Sunday), smartphone application, and mobile and desktop web. The Vendor is encouraged to provide registration options in other technologies. 24/7 customer support is desired. 28. For each reservation transaction, the end-user will be charged a convenience fee of 14% of the parking fee. For illustrative purposes only, if the parking fee is $10.00, the end-user will be charged $11.40. This convenience fee includes: (i) a 10% convenience fee paid to ParkMobile and (ii) a 4% convenience fee paid to the City. For illustrative purposed only, if the parking fee is $10.00, the end-user will be charged a total convenience fee of $1.40; $1.00 paid to ParkMobile and $0.40 paid to the City. Any changes to the convenience fee must have prior approval from the City, which will not be unreasonably withheld or delayed. 29. ParkMobile shall clearly communicate the convenience fee per reservation transaction to consumers at time of transaction in the parking reservation system. The parties agree to use commercially reasonable efforts to ensure that customers are aware of any associated convenience fees before proceeding with any transaction through the City’s white-label app. 30. The Vendor shall be responsible for managing accounts. 31. The Vendor shall provide onsite or web-based training and manuals for the authorized City personnel to navigate and utilize the back office system. ParkMobile shall provide a three- year support and maintenance plan including: methods of contact; support team availability; service levels and escalations; timeframes for supporting or delivering critical security patch updates, updated database or web browser versions after release; software/browsers/hardware supported; updated user guides on all major updates or system changes, and warranty information. The above support and maintenance plan to be exercised for one year options. 32. The City’s goal is to have a phone based application (App) to guide the public to the City’s facilities and inform the public on options to reserve off street garage parking and on-street and surface lot rates, upcoming events and occupancy data on and off-street in real time. 33. The reservation and event system should include occupancy data as is available by integrating real time data from existing and future back office systems and made available to the City and the City’s parking operators and partners. 34. The system should be able to host private parking operators to add their parking locations within the application system. The system should also be able to accommodate the addition of organizations engaged in promoting Civic events, which are events created for public participation and is sponsored, supported, or promoted by the City of Fort Worth, within the Central Business District, Hospital and University District as well as the Cultural and West 7th Districts, application should be able to be expanded to accept one or two other regions during the length of the contract. The system should be able to accommodate variable Garage equipment types that reports the facilities’ current occupancy levels and availability and additions to that system as those may be integrated going forward. The system (“reservations”) for events. 35. mobile app or via a website. Revisions via the back office system by the City and its operators can be made to alter parking hours to support evening and weekend demand and a 36. The Vendor shall charge customers a convenience fee to recoup the cost of production, bank fees and installation of signs/graphic decals, enforcement integration, ongoing programs, and other costs. The fee must be clearly communicated at time of transaction. The parties agree to use commercially reasonable efforts to ensure that customers are aware of any associated convenience fees before proceeding with any transaction through the City’s white-label app. Any changes to the convenience fee must have prior approval from the City, said approval will not be unreasonably withheld or delayed. 37. The Vendor shall have a system that enables the City to request significant changes to parking rates, hours of operation and maximum time-limits and any other operational type changes. ParkMobile will use commercially reasonable efforts to enter City’s requested changes within three (3) business days of notification from the City. The City makes systemwide changes periodically, with changes often made on an annual basis over a multiple month period. Vendor has no authority to modify the parking regulations. When the City makes these system-wide changes, the Vendor shall be required to make these changes to its system within three (3) business days of notification for each area. The Vendor’s charges must be consistent with the City’s parking rates and hours of operation. 38. The app shall allow a user to provide a destination, a date and time (including “now”), and an estimated duration. For times in the future, the app shall show offstreet parking locations that will be available to the customer at that time. For future times that correspond to calendared events, the app shall attempt to “distribute” customers among available facilities, rather than directing all customers to the facility(ies) closest to the event venue, the vendor is expected to work with the City to determine rules of disbursement on this issue when demand for these services exceeds a certain pre-determined level in a specific location or combination of locations. 39. that currently have available parking. 40. smartphone and obtain information about the facility, including hours of operation, proximity to the event venue, the rates currently in effect, event rates (for those shopping for parking for later), availability of disabled parking and electric vehicle chargers, and other information customers would find useful when choosing where their smartphone and get information on the rate currently in effect, the time limit, any restrictions, including residential permit parking, and the hours of enforcement. 41. Prepayment/Reservations Once a customer knows where they would like to park (and if the session is for an event), the app shall encourage the customer to purchase Amano API. For payments at gated facilities using the Amano system, the vendor shall accept and process the payment, then provide the completed payment data to Amano through the API. For other reservation systems, the vendor will provide details for processing reservations through its API; at this time, the proposer shall be prepared to process the payment. The customer’s information shall be taken by the app and forwarded to the appropriate reservation system, to identify the vehicle upon approach or after parking the customer shall be issued a bar or QR code to be displayed through the app. Once a payment has been made, the app shall remember the reservations/ payments, so the customer can recall it later to confirm details and use for access & exit. 42. The app and any back end processing must meet all PCI security requirements. Customers should be able to store preferred payment methods, so that payment information does not need to be entered at each transaction. At a minimum, the app shall accept the four major credit cards (Visa, Master Card, American Express, and Discover). Proposers shall be prepared to process payments. The City will provide an appropriate merchant account for deposits of funds. 43. Mobile App Backend Service Requirements - The backend services and mobile app will need to interface with the following systems: The Parking Access and Revenue multiple private garages. The vendors back office system with access to all details on reservations made must be made available to the City and its garage operator in real time through the vendors back office system. 44. Third Party App Integration - Some of the venues will have their own apps to enhance attendees’ event experience. The City expects the app resulting from this solicitation to provide integration points with the venue apps. For example, if a customer uses a venue app to purchase admission for a specific event (at a specific date and time), the venue app should be able to link to the City Parking app to allow the customer to find and prepay for parking for that event. Driving directions/wayfinding - Once a parking destination has been determined, the app shall help the customer navigate to that location in the most efficient manner, through third-party , road and freeway ramp closures, collisions, and so forth. Page | 12 EXHIBIT B - MASTER COOPERATIVE PURCHASING AGREEMENT THIS MASTER COOPERATIVE PURCHASING AGREEMENT (this "Master Agreement”) is entered into by and between The Cooperative Council of Governments, Inc. (“CCOG”), ParkMobile, LLC (the “Winning Supplier”), and Equalis Group (“Equalis Group”). Throughout this Master Agreement, CCOG, Winning Supplier, and Equalis are referred to interchangeably as in the singular “Party” or in the plural “Parties.” RECITALS A. CCOG is a Council of Governments formed under Chapter 167 of the Ohio Revised Code and serves as a lead agency (a “Lead Public Agency”) for Equalis Group (“Equalis Group”), a national cooperative purchasing organization, by publicly procuring Master Agreements for products and services to be made available to current and prospective Equalis Group members (“Equalis Group Member” or “Member”). B. Equalis Group is the third-party procurement administrator for and duly authorized agent of CCOG, and in that role manages the procurement, contract management, marketing, sales, reporting, and financial activities of, for, and on behalf of CCOG at the direction and with the authorization of the CCOG Board of Directors. C. To the extent that the laws of a state, region, territory, and/or country permit, any public sector entity may join Equalis Group as a Member. The term “Public Sector Entities” includes, but is not limited to, political subdivisions, municipal corporations, counties, townships, villages, school districts, special districts, public institutions of higher education or training, units of government, state/regional/territorial agencies, state/regional/territorial governments, federal/national agencies, federal/national governments, and other entities receiving financial support from tax monies and/or public funds. D. Any organization that is exempt from federal income tax under Section 501(c)(3) of the IRS Code, and any other entity if permitted under the IRS Code and other applicable law, including for-profit companies, may also join Equalis Group as a Member. E. Equalis Group makes its Master Agreements available through groups and associations (“Association Partners”) that contract with Equalis Group for the purpose of providing additional benefits to the members of such Association Partners. F. Members, Association Partners, and Association Partners’ members are referred to throughout this Master Agreement as Equalis Group participants (“Equalis Group Participants”). G. CCOG issued a request for proposal (“RFP”) on behalf of Equalis Group Participants and solicited responses from companies (“Respondent”) for Mobile Parking Payment and Management Solutions and awarded a contract to Winning Supplier as a responsible Respondent whose proposal was most advantageous to CCOG. The products and services made available in this contract are defined by the contents of the Winning Supplier’s Cost Proposal submission (“Products & Services”). H. CCOG and Equalis Group agree to make the Products & Services from Winning Supplier available to Equalis Group Participants and Winning Supplier agrees to provide the same to Equalis Group Participants who purchase Products & Services (“Program Participants”) subject to the terms of this Master Agreement. Page | 13 NOW, THEREFORE, in consideration of the mutual promises contained herein, the Parties agree to the following terms and conditions: TERMS & CONDITIONS 2.1. Personnel & Equipment. The Parties agree that the number and types of any subcontractors, dealers, distributors, personnel, or specialized equipment which may be required to furnish Products & Services to Program Participants will be determined by Winning Supplier. Winning Supplier agrees to engage the number and types of subcontractors, personnel, and/or specialized equipment necessary to furnish the types of Products & Services to all Program Participants throughout the Term of this Master Agreement and any Customer Agreement. 2.2. Supplemental Agreements. Winning Supplier may enter into separate supplemental agreements with an Equalis Group Participant and/or Program Participant to further define the terms and conditions of purchasing Products & Services (“Customer Agreement”). Notwithstanding the foregoing, by ordering products or services under this Master Agreement, all terms and conditions of this Master Agreement will be incorporated into a resulting Customer Agreement unless the Customer Agreement as mutually agreed between Winning Supplier and the Program Participant states otherwise. Any Customer Agreement entered into as a result of this contract is exclusively between the Program Participant and Winning Supplier. Neither CCOG, Equalis Group, its agents, Member and employees shall be made party to any claim for breach of such agreement. 2.3. Pricing a. Not-To-Exceed Pricing. All contract pricing is “Not-To-Exceed Pricing” where Members will receive pricing that does not exceed the per unit pricing provided by the Respondent in Attachment B. Winning Supplier may adjust pricing lower if needed, without any approval needed, but cannot exceed the pricing on their contract price list. b. Pricing Adjustments. No price increases are permitted within the first ninety (90) days of this contract’s Effective Date. Should it become necessary or proper during the Term of this Agreement to make any change in design or any alterations that will increase expense, Equalis Group must be notified immediately. Price increases must be approved by CCOG and no payment for additional materials or services, beyond the amount stipulated in the Agreement, shall be paid without prior approval. All price increases must be supported by manufacturer documentation, or a formal cost justification letter. It is Winning Supplier’s responsibility to keep all pricing up to date and on file with Equalis Group. All price changes must be provided to Equalis Group, using the same format as was accepted in the original contract. c. Rates & Charges. The rates, fees, and charges to be charged to and paid by Program Participants for Products & Services are set forth in contract price list. Winning Supplier agrees that there are no other applicable rates, fees, charges, or other monetary incentives for Products & Services except those set forth in Winning Supplier’s cost proposal. 2.4. The Term. This Master Agreement and the Appendices attached hereto will become effective as of effective date identified in the Master Agreement Signature Form (the “Effective Date”). This Master Agreement will remain in effect for four (4) years and will expire on the date identified in the Master Page | 14 Agreement Signature Form (the “Termination Date”) unless extended, terminated, or cancelled as set forth in the Master Agreement (the “Initial Term”). This Master Agreement may be renewed for one (1) additional one (1) year period by CCOG (a “Renewal Term”) unless this Master Agreement is terminated as set forth herein. By mutual consent of the Parties, the Term of this Master Agreement may be extended beyond the Initial and Renewal Term (the “Extended Term”). The Initial Term together with all Renewal Terms and Extended Terms exercised are hereinafter collectively referred to as the “Term.” 2.5. Formation of Contract a. Respondent Contract Documents. CCOG and Equalis Group will review proposed Respondent contract documents. Respondent’s contract document shall not become part of CCOG and Equalis Groups’ contract with Respondent unless and until an authorized representative of CCOG and Equalis Group reviews and approves it. b. Entire Agreement. This Master Agreement, including its Recitals, together with all components of the RFP, the components of the Winning Supplier’s proposal, attachments, appendices, and exhibits hereto, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior oral or written representations and agreements with regard to the same subject matter. The Parties acknowledge that this Master Agreement has been negotiated and incorporates their collective agreement as to the provisions to be contained herein. Therefore, no presumption will arise giving benefit of interpretation by virtue of authorship of any provision of this Master Agreement, and any ambiguity may not be construed for or against any Party. Winning Supplier’s complete and final RFP response is hereby incorporated into and made part of this Master Agreement. c. Modification. No release, discharge, abandonment, waiver, alteration, or modification of any of the provisions of this Master Agreement, or any of the Appendices incorporated herein, shall be binding upon any Party unless set forth in a writing signed by authorized representatives of the Parties. d. Assignment. This Master Agreement and the rights and obligations hereunder may not be assignable by any Party hereto without the prior written consent of the other Parties, which consent shall not be unreasonably withheld, conditioned, or delayed, provided, however, that Winning Supplier and Equalis Group may assign their respective rights and obligations under this Master Agreement without the consent of the other Parties in the event either Winning Supplier or Equalis Group shall hereafter effect a corporate reorganization, consolidation, merger, merge into, sale to, or a transfer of all or substantially all of its properties or assets to another entity. Subject to the preceding sentence, this Master Agreement will be binding upon, inure to the benefit of, and be enforceable by the Parties and their respective successors and assigns. Any instrument purporting to make an assignment in violation of this section shall be null and void. This Master Agreement may be extended to additional entities affiliated with the Parties upon the mutual agreement of the Parties. No such extension will relieve the extending Party of its rights and obligations under this Master Agreement. e. Order of Precedence. (1) General terms and conditions of Master Agreement (2) Specifications and scope of work, as awarded (3) Attachments and exhibits to the Master Agreement (4) The solicitation and all attachments thereto; and (5) The Respondent’s proposal and all attachments thereto. Page | 15 2.6. Confidentiality. a. Obligation. The nature and details of the business relationship established by this Master Agreement, and the business information regarding the other Party(ies) (the “Disclosing Party”) to which a Party(ies) (the “Receiving Party”) may become privy during the Term of this Master Agreement (collectively, the “Information”) constitute confidential and proprietary information, the disclosure, copying, or distribution of which could result in competitive harm to the Disclosing Party. Each Party agrees to maintain the other Parties’ Information in the strictest confidence and agrees not to disclose, copy, or distribute the other Parties’ Information, whether orally or in writing, directly or indirectly, in whole or in part, except to those of the Receiving Party’s employees, agents, subcontractors, and suppliers with a need to know the Information. The foregoing will not limit a Receiving Party, for purposes of marketing, from informing actual or potential Equalis Group Participants of the existence of a contractual relationship between the Parties. The Parties further agree that they will require that all of their employees, agents, subcontractors, and suppliers abide by the terms of these confidentiality obligations. The confidentiality obligations set forth in this section will continue in effect for the Term of this Master Agreement and for a period of two (2) years after the date this Master Agreement is terminated or expires. b. Exceptions. Nothing herein will apply to any information (a) which is or becomes generally available to the public other than as a result of a disclosure by a Receiving Party or its representatives, (b) which was available on a non-confidential basis prior to its disclosure by the Disclosing Party or its representatives, (c) which becomes available to a Receiving Party on a non-confidential basis from a source other than the Disclosing Party or its representatives, provided that such source is not known to be subject to any prohibition against transmitting the information, (d) which is disclosed pursuant to an order of court; provided that in the event that proprietary information is disclosed or threatened to be disclosed pursuant to this clause (d), the Receiving Party will give the original Disclosing Party prompt, written Notice, as hereinafter defined, of such threatened disclosure and the right to defend against such disclosure, at Disclosing Party’s expense, and provided further that the original Receiving Party will cooperate reasonably in such defense, or (e) which is subject to a Freedom of Information Act Request or other public records request to which a Party is, or may be, required to respond by applicable law. 2.7. Indemnification. Winning Supplier shall protect, indemnify, and hold harmless both CCOG and Equalis Group, administrators, employees, and agents (“Indemnified Parties”) against all claims, damages, losses and expenses (“Claims”) arising out of or resulting from the actions of Winning Supplier, Winning Supplier employees or subcontractors in the preparation of the solicitation and the later performance under the contract, including any Customer Agreements with Program Participants (“Losses”). 2.8. Winning Supplier Insurance. During the Term of this Master Agreement, and for two (2) years following expiration or termination of this Master Agreement, Winning Supplier, at its own expense, shall maintain and shall require that its agents, subcontractors, and suppliers engaged in Winning Supplier’s performance of its duties under this Master Agreement maintain general liability insurance, property insurance, and automobile insurance (at a minimum, in the amount of $1,000,000 per occurrence/$5,000,000 annual aggregate) applicable to any claims, liabilities, damages, costs, or expenses arising out of its performance under this Master Agreement, or any Appendix, and with respect to, or arising out of, Winning Supplier’s provision of Products & Services to Program Participants. CCOG, Equalis Group, and their respective officers, directors, employees, and agents will be named as certificate holders Page | 16 on Winning Supplier’s related insurance policies. All such insurance policies shall incorporate a provision requiring the giving of written Notice to CCOG and Equalis Group at least thirty (30) days prior to the cancellation, nonrenewal, and/or material modification of any such policies. Winning Supplier shall submit to Equalis Group within ten (10) calendar days after the Effective Date of this Master Agreement, and prior to furnishing Products & Services to any Program Participants, valid certificates evidencing the effectiveness of the foregoing insurance policies. Winning Supplier shall provide such valid certificates on an annual basis until the terms of this section are no longer applicable. 2.9. Termination Rights. The Parties shall have the termination rights set forth below. a. Insolvency. If a petition in bankruptcy is filed by any Party, or if any Party is adjudicated as bankrupt, or if any Party makes a general assignment for the benefit of creditors, or if a receiver is appointed on account of the insolvency of any Party, then the other Parties, without prejudice to any other right or remedy, may terminate this Master Agreement upon giving at least five (5) business days prior written Notice of such termination. b. Mutual Consent. This Master Agreement, or any Appendix, may be terminated at any time by the mutual written consent of the Parties. c. Breach. In the event that any Party commits a material breach of its obligations under this Master Agreement, except for a payment obligation, the non-breaching Party(ies) may provide written Notice describing the material breach to the breaching Party. The breaching Party will have thirty (30) calendar days to cure such breach or provide acceptable reassurance to the non-breaching Party(ies), or, if the Parties agree that a cure or reassurance is not feasible within thirty calendar (30) days, such period of time for cure or satisfactory reassurance as the Parties may agree in writing. If the breach is not cured within such period or if satisfactory reassurance is not accepted by the non-breaching Party(ies) in such period, then the Party(ies) not in breach may terminate this Master Agreement upon ten (10) business days written Notice at the Addresses for Notices. 2.10. Effects of Termination. Upon termination of this Agreement for any reason, all Customer Agreements entered into with Program Participants shall terminate upon the Customer Agreement’s current date of expiration. Winning Supplier shall immediately cease any sales of Products & Services to any Program Participant under and through the terms of this Master Agreement. Following the date of termination, Winning Supplier shall not be precluded from selling its products and services to individuals, businesses, and entities that were Program Participants when this Master Agreement was in effect either directly or through some other contract vehicle. Following the date of termination, CCOG and Equalis Group shall not be precluded from transitioning individuals, businesses, and entities that were Program Participants when this Master Agreement was in effect to another agreement or Equalis Group supplier partner. 2.11. Audit of Winning Supplier. CCOG and Equalis Group, whether directly or through an independent auditor or accounting firm, shall have the right to perform audits, including inspection of books, records, and computer data relevant to Winning Supplier’s provision of Products & Services to Program Participants pursuant to this Master Agreement, to ensure that pricing, inventory, quality, process, and business controls are maintained; provided, however, that such inspections and audits will be conducted upon reasonable notice to Winning Supplier and so as not to unreasonably interfere with Winning Supplier’s business or operations. Page | 17 2.12. Force Majeure. This Master Agreement will be temporarily suspended during any period to the extent that any Party during that period is unable to carry out its obligations under this Master Agreement or the Appendices by reason of an Act of God or the public enemy, act of terrorism, epidemic or pandemic, fire, flood, labor disorder not caused by Winning Supplier, civil commotion, closing of the public highways not caused by Winning Supplier, government interference, government regulations, or any other event or occurrence beyond the reasonable control of the affected Party (“Event of Force Majeure”). No Party will have any liability to the other Party(ies) for a delay in performance nor failure to perform to the extent this Master Agreement or any Appendix is so temporarily suspended; provided that nothing contained herein shall apply to payment obligations with respect to obligations which have already been performed under this Master Agreement. If the provision of Products & Services are impeded due to an Event of Force Majeure, then Winning Supplier may apportion the provision of Products & Services among its present and future customers on a fair and reasonable basis after consulting with Equalis Group and the Program Participants potentially affected and in a manner that would not reasonably be expected to disproportionately affect Program Participants. 2.13. Notices. All notices, claims, certificates, requests, demands, and other communications required or permitted hereunder (“Notice”) must be in writing and will be deemed given to the Addresses for Notices (a) when delivered personally to the recipient, (b) upon delivery by reputable overnight courier service (charges prepaid), or (c) upon delivery or refusal of delivery by certified or registered mail, return receipt requested, and addressed to the intended recipient. The Parties agree that the day-to-day business communications, including notification of a change of address, pricing updates, or revisions to any Appendix, may be made via electronic communication. a. Addresses for Notices. Written notices for the Winning Supplier will be sent to the remittance address provided with the Winning Supplier’s proposal. i. If to CCOG: ii. If to EQUALIS GROUP: Governments, Inc. 6001 Cochran Road, Suite 333 Cleveland, Ohio 44139 Facsimile: 440.337.0002 Equalis Group, LLC. 5540 Granite Parkway, Suite 200 Plano, Texas 75024 2.14. Waiver. Other than the rights and obligations with respect to payment provided by this Master Agreement, waiver by any Party(ies) of or the failure of any Party(ies) hereto to enforce at any time its rights with regard to any breach or failure to comply with any provision of this Master Agreement by the other Party(ies) may not be construed as, or constitute, a continuing waiver of such provision, or a waiver of any other future breach of or failure to comply with the same provision or any other provision of this Master Agreement. 2.15. Governing Law; Invalidity. This Master Agreement shall be construed and enforced in accordance with, and governed by, the laws of the State of Ohio without regard to rules of conflict of laws. If any provision of this Master Agreement is declared unlawful or unenforceable by judicial determination or Page | 18 performance, then the remainder of this Master Agreement shall continue in force as if the invalidated provision did not exist. Any suits filed by any Party pursuant to this Master Agreement shall be brought in a court of competent jurisdiction located in Cuyahoga County, Ohio. In the event any Party initiates a suit and that suit is adjudicated by a court of competent jurisdiction, the prevailing Party shall be entitled to reasonable attorney’s fees and costs from the non-prevailing Party in addition to any other relief to which the court determines the prevailing Party is entitled or awarded. 2.16. No Third-Party Beneficiaries; Survival of Representations. This Master Agreement is made solely for the benefit of the Parties to it, and no other persons will acquire or have any right under or by virtue of this Master Agreement. Except as otherwise provided herein, all representations, warranties, covenants, and agreements of the Parties shall remain in full force and effect regardless of any termination of this Master Agreement, in whole or in part. 2.17. Execution in Counterparts. This Master Agreement may be executed in one or more counterparts, each of which will be deemed an original. For purposes of this Master Agreement, a facsimile, scanned, or electronic signature will be deemed an original signature. 2.18. Nondiscrimination & Intimidation. a. Winning Supplier expressly agrees that in the hiring of employees for the performance of work or services under this Master Agreement or any subcontract that takes place in the State of Ohio, Winning Supplier, its subcontractors, or any person acting on a Winning Supplier’s or its subcontractor’s behalf shall not discriminate in the hiring of employees by reason of race, creed, sex, disability as defined in Section 4112.01 of the Ohio Revised Code nor shall it discriminate against any citizen of the State of Ohio in the employment of labor or workers who are qualified and available to perform the Work to which the employment relates. b. Winning Supplier expressly agrees that Winning Supplier, any of its subcontractors, or any person on behalf of Winning Supplier or its subcontractors in any manner shall not discriminate against or intimidate any employee hired for the performance of work or services under this Master Agreement on account of race, creed, sex, disability as defined in Section 4112.01 of the Ohio Revised Code, or color. c. Winning Supplier expressly agrees to include principally similar provisions of this section in each of its written subcontractor agreements for the Products & Services subject to this Master Agreement. (The rest of this page is intentionally left blank) RFP - Mobile Parking Payment and Management Solutions Page | 4 May 3, 2024 Page | 5 David Holler VP, Sales David.Holler@ParkMobile.io 914 843 2632 PROPOSAL FORM 1:TECHNICAL PROPOSAL 1. OVERVIEW &QUALIFICATIONS 1.1. 1.1.1.Company Name:ParkMobile, LLC 1.1.2.Corporate Street Address: 1100 Spring Street NW, Suite 200, Atlanta, GA 30309 1.1.3.Website:ParkMobile.io . In what year was the company formed? For how long has under its present business name? If your company has changed its business name, include the most recent prior business name and the year of the name change. ParkMobile under the name ParkMobile, LLC since 2014. We previously conducted business under ParkMobile USA, Inc. 1.1.5.Primary Point of Contact. Provide your company: Name: Rebecca Groth Title: Regional Sales Director Phone: 470-945-4236 E-Mail Address: Rebecca.Groth@ParkMobile.io 1.1.6.. Print or type the name of the Respondent address contractual issues, including the authority to execute a contract on behalf of Respondent, and to Name: Title: Treasurer Phone: 770-818-9036 Page | 6 should be sent (if not the same individual as in 1.1.9., provide the E-Mail Address: legal-ParkMobile.io 1.2. 1.2.1.Financial Strength. Demonstrate with meaningful data. This could include, but is not limited to, such of credit, and detailed reference ParkMobile is the most widely deployed mobile payment service Bradstreet report. Our D-U-N-S number for your reference is 01388-3746. ParkMobile parent company, Easy Park Group. Our 2023 group audited Note in Ohio Revised Code, Respondents may mark the will be redacted from any future use of the RFP response. not available as of the submission date. We have provided our As a privately held company, ParkMobile requests. 1.2.2.Bankruptcy & Insolvency. Describe any bankruptcy or insolvency for predecessors, if any) or any (3) years. ParkMobile does not have any bankruptcy or insolvency to disclose. 1.2.3.. which your company has been involved in the last three (3) years ParkMobile is not involved in any lawsuits that will prevent us from carrying out the services required in this RFP; however, ParkMobile United States District Court for the Northern District of Georgia (1:21-cv-02182-SCJ). 1.3. 1.3.1.How is it a manufacturer, distributor, dealer, reseller, or service provider? ParkMobile is a service provider. Page | 7 1.3.2.If your company is best described as a distributor, dealer, reseller, or sell the products and services at the price points disclosed in this proposal. N/A. 1.3.3.Authorized Distributors, Agents, Dealers, or Resellers. Describe the contract will be made available to Equalis Group Members. Your response should include, but is not limited to, whether your point of sale or if the contract will be made available through a network of distributors, agents, dealers, or resellers. NOTE: Respondents intending to authorize distributors, agents, dealers, or resellers ParkMobile made available through this RFP process. must complete Proposal Form 7 -Dealer, Form. 1.3.4.. If your company is best described as a manufacturer or service provider, please describe how your dealer network operates to sell and deliver the Products & Services proposed in this RFP. If applicable, is your network independent or company owned? ParkMobile’s sales and support teams are direct employees of ParkMobile Our sales and service force are all in-house employees of ParkMobile. Page | 8 1.3.5.How long has your company provided the products and services outlined in your response to this RFP? What percentage of your company’s revenue in each of the last three (3) full calendar years was generated from these products and services? ParkMobile has been providing mobile parking payment ParkMobile has been selected by with airports, private parking operators, and event venues, ParkMobile ParkMobile’s unrivaled customer base of over 65 million US users approximately every 30 days. 100% of ParkMobile’s revenue in each of the last three (3) full calendar years was generated from the proposed products and services. 1.3.6.Describe your company’s current service area in the United States and which areas ParkMobile is the #1 parking app in the United States, ranking (outranked only by Google Maps and Waze). Currently, we have over 65 million registered users with a presence in over 500 private lots and garages in the US. ParkMobile can provide our services to any area and all 50 states 1.3.7.Provide required to be held, and ii) actually that you use). Has your company s on an ongoing basis? If not, when and why did your company lose any ParkMobile complies with PCI DSS, ISO 9001:2015, and SSAE 18 contract. If any Equalis customers require us to obtain state or local business licenses, we will provide these as needed. Clients with each Equalis member to provide those. We have provided included in your response in Proposal Form 5 - . 1.4. Public Sector Experience Page | 9 1.4.1.Public Sector Provide a list of the (e.g., state term contracts, public currently hold the annual revenue through those contracts in each of the last three (3) calendar years. and data associated with Federal or GSA contracts - have done business with over 50 NCPA members, totaling contracts have resulted in an average of $3 million in annual revenue in each of the last three years. 1.4.2.What is the i) total dollar amount, and ii) percentage of your company’s total annual revenue generated by sales -12 schools & school districts and high 1.4.3.What is the i) total dollar amount, and ii) percentage of your company’s total annual revenue generated by sales to local governments (i.e., districts, and state agencies)? 1.4.4.Provide company has provided products and services similar in nature and scope last three (3) years. Each reference should include: a.Customer contact person and their address; b. and services provided by your company; c. ending dates; and, Because of the constraints of this response table, we have ParkMobile clients: 1. 2. Philadelphia Parking Authority 3. City of Boston, MA 4. City of Columbus, OH 5. Fort Worth, TX 6. Tampa, FL 7. City of Des Moines, IA 8. Page | 10 products and services your company provided. 2. PRODUCTS &SERVICES 2.1.PRODUCTS &SERVICES Page | 11 2.1.1. products and services you are Your response may include, but is not limited to, advantages, warranty, set-up, training, maintenance services, or any other piece understand the breadth and depth of IMPORTANT. products and services included in the B – Cost Proposal overall products and services available under a ParkMobile is proposing our full suite of industry-leading mobile combined with our wide range of user convenience features, enable us to assist Equalis partners in modernizing their parking programs while providing the best service to their parking customers. ParkMobile is proposing the following services and ParkMobile Mobile Parking Payment System -Provides their parking session vi works best for their needs. Users can pay for their parking using the ParkMobile app, web experience, text or scan to ParkMobile – standard ParkMobile -branded ParkMobile o ParkMobile 360 Self- - informed rate and policy decisions such as dynamic pricing to promote space turnover and create a more consolidated to include all of a client’s parking technologies to provide a “360” look into the parking o ParkMobile Dashboard - T happening in your ecosystem. o ParkMobile Insights – A feature within the Dashboard that provides a digital look into the inventory and occupancy of a city’s parking ecosystem. Page | 12 Design – All ParkMobile services to assist in the launch of ParkMobile at their team deploys a variety of strategies to drive early and m. In-House Bi-Lingual Customer Support – ParkMobile provides customer support via phone, email, text, chat, and social media to help users with any Dedicated Account Management –All clients are assigned an Account Manager at ParkMobile who will of the contract and will serve as the direct point of contact. Open API infrastructure – across all major technology types. – ParkMobile maintains PCI compliance annually and supports our contract. ParkMobile Our track record speaks for itself, with successful deployments in providing a consistent, reliable, cost--friendly 2.1.2.What security currently hold that establish your ParkMobile complies with PCI DSS, ISO 9001:2015, and SSAE 18 requirements. Page | 13 2.1.3.Describe the protocols that are in place to ensure the safe shared through your products and services? ParkMobile to retain those that have current or future value and to destroy records that do not have such value properly. Examples of ParkMobile following: Card Holder Data (CHD) is not stored on removable media. disposed of in a secure manner. ParkMobile encourages minimal use and storage of its circumstance, ParkMobile Page | 14 and PIN block data. months are 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- cardholder data. CHD is encrypted at capture, transit, and at rest. procedures are implemented. ParkMobile management plans to ensure the availability of encrypted ParkMobile data security policies prohibit direct database access Data does not travel over the network unencrypted. 2.1.4.Describe your company’s approach to APIs and ParkMobile operates on an open API infrastructure which enables us to provide our clients with a “best of breed” parking ecosystem. Best of breed allows Equalis members to implement the technologies that are best suited for their unique needs, while ParkMobile’s open API infrastructure provides a seamless interconnected program. We are integrated with over 100 industry providers across all technology types, so it is not possible to list every provider here, we have included some of our most s and have provided a more extensive list in our “Supplemental Proposal” document. T2, and more. Enforcement: gTechna, AIMS, CivicSmart/Duncan, Genetec, T2, Cardinal, TurboData, and more. Page | 15 2.1.5. Value- products and services not included you think will enhance and add agencies. and have been included as part of our proposed services. ParkMobile with are in- innovate and provide world- 2.1.6.Provide a to accommodate requests for Open Market Products. Open Market Products is a category of products that cannot be found in your noninventoried products. NOTE: Items, please refer to – Other Pricing Scenarios. All of ParkMobile 2.1.7.Provide a copy of the manufacturer’s warranty. If this document. Describe notable the warranty that a public sector appealing. Pricing related to any included in – Cost Proposal. ParkMobile and does not provide any hardware. Therefore, we do not have life of any resultant contract and is constantly updated. 3.BUSINESS OPERATIONS 3.1. Customer Service Page | 16 3.1.1.Customer Service Department. Describe your company’s customer centers, parts outlets, number of Clarify if the service centers are owned by your company or if they are a network of subcontractors. ParkMobile -house Customer Support based in our corporate headquarters in Atlanta, GA along with -based customer service ParkMobile’s Customer Support can be reached using the customer's preferred method of contact. Users can call, email, text, in-app chat, and use social media to contact a ParkMobile Equalis members to reduce the amount of support requests that are directed to their departments. ParkMobile defense and will help to ensure users receive the best customer support in the industry. Our Level 1 PCI compliant call center ensures customer data is fully secured. ParkMobile -channel call center with inhouse phone, email, web and in-app chat, social media & bilingual support. 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 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: Apple’s: 47 Google: 11 Toyota: 33 Amazon:25 o Page | 17 3.1.2.Customer Support & Training. Describe the training services, forums available to Members. ParkMobile ParkMobile ParkMobile app or website 24/7. ParkMobile is prepared to provide thorough and ongoing training to ensure all designated personnel are comfortable using ParkMobile’s back- that web- training to be delivered via more frequent sessions over several weeks rather than a smaller number of longer, in-person ParkMobile is also available to conduct on-site training if that is the client’s preference. Training sessions are generally broken out for the following types of personnel users: ParkMobile 360) Update rates and policies in real- Run, customize, export, and schedule recurring Overview of ParkMobile user process Read only-ParkMobile 360) but no ability to make changes Enforcement-oriented users - Read- Page | 18 associated parking history handle customer inquiries about reviewing and waiving Enforcement training is scheduled at the convenience of the client’s parking enforcement team. Training will consist of -hour training sessions leading up to the go-live date. parking s ParkMobile -to videos that can be accessed 24/7 via our ParkMobile website. Training materials are updated regularly as needed. 3.2.Customer Set Up; Order & Invoice Processing; Payment 3.2.1.Proposal Development, Order, and Describe your company’s proposal development, order, and invoice process. ParkMobile’s sales team consists of three Regional Sales Directors who lead smaller teams of Regional Sales Managers When an Equalis member reaches out to ParkMobile, a Regional Sales Manager will be assigned as the project manager depending on where the client is located. The Sales Manager will work with the client to determine which ParkMobile services are best for the client and will provide a personalized Master Agreement from this procurement. Once a client decides to move forward with the process, the Regional Sales Manager will Having Regional Sales Managers across the US who represent each individual region ensures that each Equalis member gets personalized assistance according to unique regional trends and demand. 4. PRICING 4.1. Cost Proposal Page | 19 4.1.1.Provide a model works for the products and services included in your proposal. Your response should describe how the proposed pricing model is able to be audited by an Equalis Group ParkMobile’s mobile parking payment services are based on a the end customer. This model allows the client to collect the full parking fee amount and allows them to deploy our services without any up-fr The ParkMobile month pricing model. member to assure compliance with the pricing in the Master Agreement. Equalis Group member to assure compliance with pricing in the Master Agreement. An example is provided in the response to 4.1.2 below. 4.1.2.Describe how the proposed pricing model is able to be audited by public sector agencies or CCOG to assure compliance with pricing in the Master Agreement. are programmed into our internal billing system, and vendors admini ared with the relevant third party via email on a quarterly basis. 4.1.3.Which of the following statements best describes Respondent’s cost proposal. purchasing departments. departments. purchasing departments. not applicable. Please explain below. 4.1.4.Describe any rebate programs included in your Cost Proposal. ParkMobile’s Insights Product for Tier 3 ParkMobile MPP services and will be quoted separately. Page | 20 4.1.5.Pricing Open Market or Sourced If relevant, propose a method for the pricing of Open Market Items or Sourced Goods. NOTE please refer to – Other Pricing Scenarios. N/A. 4.1.6. any components from the total cost NOT included in the Cost Proposal. This would or shipping. For example, ParkMobile does not charge any one- considered in the Cost Proposal. the Respondent. 5. GO-TO-MARKET STRATEGY 5.1. Page | 21 5.1.1.Provide contact person(s) who will be responsible for the following areas; 1. 2. Contract Manager 3. Sales Leader 4. 5. ***Indicate who the primary contact will be if it is not the Sales Leader. As detailed previously, ParkMobile takes a regional approach to our sales and account management teams, so the exact contact director level team members from our Sales and Account Management teams. We have included bios of each of these team members in our “Supplemental Proposal” document. Dave Holler – - Sales & Contract Manager) david.holler@ParkMobile.io (914) 843-2632 Rebecca Groth – Regional Sales Director (Sales Leader – Western US) – Primary Contact rebecca.groth@ParkMobile.io (470-945-4236) Brooke Krieger – Regional Sales Director (Sales Leader – Central and Southern US) brooke.krieger@ParkMobile.io (850) 321-2074 Ron Ross – Regional Sales Director (Sales Leader – Eastern and Midwestern US) ron.ross@ParkMobile.io (774) 281-5520 Brooke Feldman – Contact – Account Management) brooke.feldman@ParkMobile.io Nathan Would – Director of Account Management (Contract Manager – Post Deployment) nathan.would@ParkMobile.io – Contact) 5.1.2.Provide a ParkMobile inhouse employees who are product experts that will assist procurement process. ParkMobile's sales team has recently Page | 22 members, the size of the -house vs. thirdparty sales resources, geographic Florida, Texas, California, Colorado, Nebraska, and Illinois, Vancouver C Northwest. ParkMobile team of three Regional Sales Directors who each manage teams US. In total ParkMobile has over 30 in- 5.2. 5.2.1.What are event of a contract award? provide customers across North America with the best mobile introducing our Equalis contract as a means of procurement. We are excited about the prospect of partnering with Equalis to parking and mobility industry. Page | 23 5.2.2.Five (5) Year Sales Vision & Describe your company’s vision and strategy to leverage a response may include but is not limited to; the geographic or public targeted; your strategy for acquiring business; how the contract will be deployed with your sales team; how you will market the contract, including deployment of the contract on your company website; will be completed. ParkMobile have placed us at the top of the industry today. We will We will integrate the Equalis contract into our sales process by the make their procurement process quicker and less of a hassle. to do so as it will provide a simpler path to process. 5.2.3.What are your contract? ParkMobile year. As detailed above, a contract with Equalis will provide thy procurement processes such as RFPs. This will be an important piece to realizing our goal of making whether they have the resources to go through a full procurement process or not, to have the access and ability to contract with ParkMobile. (The rest of this page is intentionally left blank) Page | 24 6.ADMIN FEE &REPORTING 6.1. 6.1.1.Equalis Group only generates revenue when the Winning Supplier generates revenue current and future Members. percentage of the total Spend for agencies accessing products and services through the Master Agreement and is typically two percent (2%) to three fee or another fee structure may be acceptable. percentage or structure. NOTE for this contract is based on the terms disclosed in the – Model . Page | 25 6.1.2. Equalis Group requires monthly reports detailing sales invoiced the prior month and earned by the 15th of each month. not, explain why and propose an providing these reports to Equalis Group. ParkMobile understands this requirement and will regularly provide monthly reports detailing sales invoiced the prior month, if applicable. 6.1.3.Self-Describe any self-audit process or program that you plan to employ to verify compliance with your proposed contract with Equalis Group. This process includes ensuring that your sales obtain the correct pricing, reports e under the Contract, and Equalis. The vendor fees are programmed into our internal billing syste the administ Winning Supplier remit the proper admin fee to Equalis. ©2024 ParkMobile, LLC. All rights reserved. Page 2 of 4 ParkMobile References District Department of Transportation DDOT - ParkMobile Client Since 2010 250 M Street SE, Washington, DC 20003 Contact Name: Haley Peckett, Associate Director Phone Number: 202 671 2365 Email: haley.peckett@dc.gov Background: ParkMobile began mobile payment operations in the District of Columbia as a pilot in 2010 in direct competition with another mobile payment company. Together, the District Department of Transportation and ParkMobile have developed and deployed the most successful mobile payment program in the world today. We collect nearly 80% of all on-street meter revenue in the District and were the first mobile payment company to market with dynamic pricing in designated areas of DC (including around the Washington Nationals Ballpark) and state of the industry analytics that have been used in industry periodicals. ParkMobile’s operations in Washington, DC underscore our commitment to our municipal partners and our ability to modify our operations based on the needs and feedback of our partners. Philadelphia Parking Authority - ParkMobile Client Since 2017 701 Market Street, Suite 5400, Philadelphia, PA 19128 Contact Name: Brendon Crowther, Project Manager, On-Street Division Phone Number: 215 683 9790 Email: bcrowther@philapark.org Background: ParkMobile partnered with the Philadelphia Parking Authority PPA to launch the MeterUP white label application in late 2017, replacing another mobile payment vendor's incumbent mobile payment app. ParkMobile generated more transactions on the first day of deployment than the incumbent provider had in any single month previously, showcasing ParkMobile’s strength in marketing the mobile pay program, and user-friendly app experience. The program has been extremely successful, reaching 70% mobile payment adoption and surpassing 1 million meterUP app downloads. Today, ParkMobile is deployed in over 32,000 spaces across Philadelphia. City of Boston, MA - ParkMobile Client Since 2022 1 City Hall Square, Boston, MA 02201 Contact Name: Paul Crimmins, Contract Manager Phone Number: 617 635 3670 Email: Paul.Crimmins@boston.gov Background: The City of Boston chose ParkMobile to replace its incumbent vendor after a competitive procurement process in 2022. Our new Park Boston white label app went live in Boston in August 2022 in 7,200 spaces citywide and has already amassed over 6.2 million transactions and more than 940,000 users. ParkMobile worked with the City of Boston to create a customized marketing program consisting of custom signs and decals, billboards, city bus advertisements, and more. As a Software as a Service provider, contract amounts and budgets are not applicable to our solution. ParkMobile provides our services free of charge to our clients. ©2024 ParkMobile, LLC. All rights reserved. Page 3 of 4 Background: ParkMobile began our partnership with the City of Columbus in 2018 after being selected in a competitive RFP process that included all major mobile payment vendors. The City of Columbus has a staggering 89% ParkMobile adoption rate, and ParkMobile is active in over 20,000 spaces citywide. The initial pilot launch in the City’s Short North District earned the City of Columbus the National Parking Association’s Innovative Organization of the Year award and has received accolades from parking Background: ParkMobile won this mobile payment contract through a competitive RFP process in 2016. We created a customized FW Park app for all on-street metered spaces. In 2022, ParkMobile launched the capability to reserve parking for events at the Fort Worth Convention Center, National Cowgirl Museum, Arts Fort Worth, Museum of Science and History, and Will Rogers Memorial Center. Background: ParkMobile began our partnership with the City of Tampa in 2013 and our mobile parking payment system is available in over 9,400 spaces citywide. The city averages over 170,000 ParkMobile transactions per month, with more than 1 million lifetime users. ©2024 ParkMobile, LLC. All rights reserved. Page 4 of 4 City of Des Moines, IA Park DSM - ParkMobile Client Since 2021 400 Robert D. Ray Drive, Des Moines, IA 50309 Contact Name: Brett Davis, City Engineer Phone Number: 515 283 4549 Email: jadavis@dmgov.org Background: The City of Des Moines chose ParkMobile to replace its incumbent vendor after a competitive procurement process in 2021. Our new ParkDSM white-label app went live in April 2022 and has already achieved a mobile adoption rate of 66%, with over 2 million transactions and more than 250,000 users. ParkMobile is active in over 3,400 spaces citywide. City of Chattanooga, TN (CARTA) - ParkMobile Client Since 2011 1617 Wilcox Blvd, Chattanooga, TN 37406 Contact Name: Brent Matthews, Director Phone Number: 423 629 1411 x 112 Email: brentmatthews@gocarta.org Background: ParkMobile has been working with the City of Chattanooga since 2011. Currently, almost half of all parking payments in Chattanooga are processed through ParkMobile. The city was an early adopter of our ParkMobile Insights solution, which has helped them streamline their parking operations by providing a digitalized view of their ecosystem. The City of Chattanooga's successful pilot period with our ParkMobile Insights solution was a game- changer. With our dashboard, they now have a detailed view of parking inventory down to a block-by- block basis, eliminating the need to rely on Google Street View. Our project with CARTA in the City of Chattanooga earned us recognition as a 2023 Smart 50 Award recipient from Smart Cities Connect, celebrating global projects that use data to enhance the quality of life. PROPOSAL FORM 3:DIVERSITY VENDOR CERTIFICATION PARTICIPATION Diversity Vendor Certification Participation - It is the policy of some Members participating in Equalis Group to involve minority and women business enterprises (M/WBE), small and/or disadvantaged business enterprises, disable veterans business enterprises, historically utilized businesses (HUB) and other diversity recognized businesses in the purchase of goods and services. Respondents shall indicate below whether or not they hold certification in any of the classified areas and include proof of such certification with their response. a. Minority Women Business Enterprise Respondent certifies that this firm is an MWBE: Yes No List certifying agency: Click or tap here to enter text. b. Small Business Enterprise (SBE) or Disadvantaged Business Enterprise Respondent certifies that this firm is a SBE or DBE: Yes No List certifying agency: Click or tap here to enter text. c. Disabled Veterans Business Enterprise (DVBE) Respondent certifies that this firm is an DVBE: Yes No List certifying agency: Click or tap here to enter text. d. Historically Underutilized Businesses (HUB) Respondent certifies that this firm is an HUB: No List certifying agency: Click or tap here to enter text. e. Historically Underutilized Business Zone Enterprise (HUBZone) No List certifying agency: Click or tap here to enter text. f. Other Respondent certifies that this firm is a recognized diversity certificate holder: Yes No List certifying agency: Click or tap here to enter text. (The rest of this page is intentionally left blank) Yes Yes Document Ref: QHKUH-NGKXS-UZLVE-BV2XJ Page | 19 PROPOSAL FORM 4:CERTIFICATIONS AND LICENSES Provide a copy of all current licenses, registrations and certifications issued by federal, state and local agencies, and any other licenses, registrations or certifications from any other governmental entity with jurisdiction, allowing Respondent to provide the products and services included in their proposal which can include, but not limited to licenses, registrations or certifications. M/WBE, HUB, DVBE, small and disadvantaged business certifications and other diverse business certifications, as well as manufacturer certifications for sales and service must be included if applicable Please also list and include copies of any certificates you hold that would show value for your response not already included above. PCI compliance is the most frequently required certification that clients request. ParkMobile holds many state and local licenses and registrations that can be provided as needed. We have attached our latest PCI Attestation of Compliance after this page. (THE REST OF THIS PAGE IS INTENTIONALLY LEFT BLANK) Document Ref: QHKUH-NGKXS-UZLVE-BV2XJ Page | 20 Document Ref: QHKUH-NGKXS-UZLVE-BV2XJ Payment Card Industry Data Security Standard Entity Name:ParkMobile, LLC. Scope Name:ParkMobile Electronic Payment Solutions (EPS) Assessment End Date:December 07, 2023 Date of Report:December 13, 2023 Attestation of Compliance for Report on Compliance –Service Providers Version 4.0 Revision 1 Publication Date:December 2022 PCI DSS v4.0 Attestation of Compliance for Report on Compliance - Service Providers r1 December 2022 © 2006 - 2022 PCI Security Standards Council, LLC. All rights reserved. Page 1 Document Ref: QHKUH-NGKXS-UZLVE-BV2XJ Section 1 Assessment Information INSTRUCTIONS FOR SUBMISSION This Attestation of Compliance (AOC) must be completed as a declaration of the results of the service provider’s assessment against the Payment Card Industry Data Security Standard (PCI DSS) Requirements and Testing Procedures (“Assessment”). Complete all sections. The service provider is responsible for ensuring that each section is completed by the relevant parties, as applicable. Contact the entity(ies) to which this AOC will be submitted for reporting and submission procedures. This AOC reflects the results documented in an associated Report on Compliance (ROC). Associated ROC sections are noted in each AOC Part/Section below. Capitalized terms used but not otherwise defined in this document have the meanings set forth in the PCI DSS Report on Compliance Template. Part 1. Contact Information Part 1a. Assessed Entity (ROC Section 1.1) Company name: ParkMobile, LLC. DBA (doing business as): Company mailing address: 1100 Spring Street NW, Suite 200, Atlanta GA 30309 Company main website: https://ParkMobile.com Company contact name: Tony Stewart Company contact title: Chief Legal & Privacy Officer Contact phone number: 678-279-5501 Contact e-mail address: Tony.Stewart@ParkMobile.io Part 1b. Assessor (ROC Section 1.1) Provide the following information for all assessors involved in the Assessment. If there was no assessor for a given assessor type, enter Not Applicable. PCI SSC Internal Security Assessor(s) ISA name(s): Not Applicable Qualified Security Assessor Company name: Aprio LLP Company mailing address: 2002 Summit Boulevard, Suite 120 Atlanta, GA 30319 – 1498 PCI DSS v4.0 Attestation of Compliance for Report on Compliance - Service Providers r1 December 2022 © 2006 - 2022 PCI Security Standards Council, LLC. All rights reserved. Page 2 Document Ref: QHKUH-NGKXS-UZLVE-BV2XJ Company website: aprio.com Lead Assessor name: Christopher Wright Assessor phone number: 404-984-3600 Assessor e-mail address: Christopher.wright@aprio.com Assessor certificate number: 206-311 Part 2. Executive Summary Part 2a. Scope Verification Services that were INCLUDED in the scope of the Assessment (select all that apply): Name of service(s) assessed: ParkMobile Electronic Parking Solutions (EPS) Type of service(s) assessed: Hosting Provider: Managed Services: Payment Processing: Applications / software Systems security services POI / card present Hardware IT support Internet / e-commerce Infrastructure / Network Physical security MOTO / Call Center Physical space (co-location) Terminal Management System ATM Storage Web-hosting services Security services 3-D Secure Hosting Provider Multi-Tenant Service Provider Other Hosting (specify): Other services (specify): Other processing (specify): Account Management Fraud and Chargeback Payment Gateway/Switch Back-Office Services Issuer Processing Prepaid Services Billing Management Loyalty Programs Records Management Clearing and Settlement Merchant Services Tax/Government Payments Network Provider Others (specify): PCI DSS v4.0 Attestation of Compliance for Report on Compliance - Service Providers r1 December 2022 © 2006 - 2022 PCI Security Standards Council, LLC. All rights reserved. Page 3 Document Ref: QHKUH-NGKXS-UZLVE-BV2XJ Note:These categories are provided for assistance only and are not intended to limit or predetermine an entity’s service description. If these categories do not apply to the assessed service, complete “Others.” If it is not clear whether a category could apply to the assessed service, consult with the entity(ies) to which this AOC will be submitted. Part 2a. Scope Verification (continued) Services that are provided by the service provider but were NOT INCLUDED in the scope of the Assessment (select all that apply): Name of service(s) not assessed: None – Any services not explicitly listed as in-scope Type of service(s) not assessed: Hosting Provider: Managed Services: Payment Processing: Applications / software Systems security services POI / card present Hardware IT support Internet / e-commerce Infrastructure / Network Physical security MOTO / Call Center Physical space (co-location) Terminal Management System ATM Storage Web-hosting services Security services 3-D Secure Hosting Provider Multi-Tenant Service Provider Other Hosting (specify): Other services (specify): Other processing (specify): Account Management Fraud and Chargeback Payment Gateway/Switch Back-Office Services Issuer Processing Prepaid Services Billing Management Loyalty Programs Records Management Clearing and Settlement Merchant Services Tax/Government Payments Network Provider Others (specify): Provide a brief explanation why any checked services were not included in the Assessment: Not Applicable PCI DSS v4.0 Attestation of Compliance for Report on Compliance - Service Providers r1 December 2022 © 2006 - 2022 PCI Security Standards Council, LLC. All rights reserved. Page 4 Document Ref: QHKUH-NGKXS-UZLVE-BV2XJ Part 2b. Description of Role with Payment Cards (ROC Section 2.1) Describe how the business stores, processes, and/or transmits account data. ParkMobile accepts account data via the various ParkMobile payment applications to purchase temporary parking spaces. Storage:Only the Permixx and Phonixx applications store account data. Where account data is captured via the ParkMobile Permixx and Phonixx applications, account data is stored in Microsoft SQL databases, hosted in the AWS Cloud Infrastructure. Account data is protected with column level AES 256-bit encryption. Processes: Card processing takes place using multiple payment processing and gateway providers. Processing takes place via a ParkMobile published payment API, and account data is forwarded to the third-party payment processing and gateway providers via TLS 1.2 or greater. PCI-DSS transaction authorization and settlement, as well as tokenization services are provided by the third-party processors. Transmits:ParkMobile customers or call center personnel enter account data into the ParkMobile applications (listed below) which is transmitted to the ParkMobile infrastructure, utilizing a TLS v1.2 connection, prior to being transmitted to payment processors for authorization and settlement. Describe how the business is otherwise involved in or has the ability to impact the security of its customers’ account data. ParkMobile has the ability to impact the security of its customers account data through the storage and transmission of cardholder data using solutions published, configured, and managed by the entity within its AWS Cloud Hosted Infrastructure. Additionally, ParkMobile manages the secure development and maintenance of all ParkMobile applications which collect account data. ParkMobile also captures account data and inputs that data into the ParkMobile web application as part of call center operations. PCI DSS v4.0 Attestation of Compliance for Report on Compliance - Service Providers r1 December 2022 © 2006 - 2022 PCI Security Standards Council, LLC. All rights reserved. Page 5 Document Ref: QHKUH-NGKXS-UZLVE-BV2XJ Describe system components that could impact the security of account data. Systems that could impact the security of account data are listed below in Part 2c in greater detail and are as follows: EC2 Virtual Servers, Security Groups providing firewall functionality, load balancers, Kubernetes clusters and nodes, Okta & Active Directory IAM mechanisms, GuardDuty IDS/IPS, AWS WAF, AWS Workspaces, Employee Workstations. Part 2c. Description of Payment Card Environment Provide a high-level description of the environment covered by this Assessment. For example: • Connections into and out of the cardholder data environment (CDE). • Critical system components within the CDE, such as POI devices, databases, web servers, etc., and any other necessary payment components, as applicable. • System components that could impact the security of account data. The assessment covered configurations of systems and connections, and access within the ParkMobile Production AWS VPC which is considered the CDE. The CDE is comprised of the following ParkMobile applications: - Reservations - US Phonixx - US IOS - US Android - US Permixx PCI DSS v4.0 Attestation of Compliance for Report on Compliance - Service Providers r1 December 2022 © 2006 - 2022 PCI Security Standards Council, LLC. All rights reserved. Page 6 Document Ref: QHKUH-NGKXS-UZLVE-BV2XJ -Zone and Parking Guest Checkout Web -Reservations -Tolling Connections into and out of the CDE are governed by AWS load balancers, security groups, and VPC configurations. The assessment covered configurations of systems and connections, and access within the ParkMobile Production AWS VPC which is considered the CDE. This is to ensure the security and compliance within the AWS Cloud Infrastructure, secure coding,and code security testing methodologies and the administration of and remote access into the CDE. Critical system components (including those that could impact the security of account data) include: -AWS Workspaces –Dedicated for ParkMobile call center support users to capture account data. -AWS Security Groups –which are utilized to limited connections to and from the CDE to that which is necessary for the operation of ParkMobile Infrastructure Management and Payment Application Traffic. -EC2 Instances -which are utilized as virtual servers to be used as bastion hosts, Kubernetes hosts and nodes. -Okta -which is used in conjunction with Microsoft Active Directory as the IAM Mechanism to manage access to system components and the CDE. -DataDog -which is utilized as the SIEM Solution to capture events of all system components and user activity in the CDE for security event monitoring. -GuardDuty and Inspector -which are AWS Solutions used for intrusion detection &prevention and identifying security vulnerabilities and patching requirements. -Slack -which is used to communicate alerts to ParkMobile Security Personnel. -Terraform -which is used to manage security baselines and configurations PCI DSS v4.0 Attestation of Compliance for Report on Compliance - Service Providers r1 December 2022 © 2006 - 2022 PCI Security Standards Council, LLC. All rights reserved. Page 7 Document Ref: QHKUH-NGKXS-UZLVE-BV2XJ as “infrastructure as code” in the AWS Cloud Hosted CDE. - AWS WAF blocking malicious traffic to web-based applications. Indicate whether the environment includes segmentation to reduce the scope of the Assessment. (Refer to the “Segmentation” section of PCI DSS for guidance on segmentation) Yes No Part 2d. In-Scope Locations/Facilities (ROC Section 4.6) List all types of physical locations/facilities (for example, corporate offices, data centers, call centers and mail rooms) in scope for this Assessment. Facility Type Total Number of Locations (How many locations of this type are in scope) Location(s) of Facility (city, country) AWS Datacenter 1 East Virginia, USA Call Center 2 Monterrey, Mexico Atlanta, USA Part 2e. PCI SSC Validated Products and Solutions (ROC Section 3.3) Does the entity use any item identified on any PCI SSC Lists of Validated Products and Solutions*? Yes No Provide the following information regarding each item the entity uses from PCI SSC's Lists of Validated Products and Solutions: Name of PCI SSCvalidated Product or Solution Version of Product or Solution PCI SSC Standard to which Product or Solution Was Validated PCI SSC Listing Reference Number Expiry Date of Listing Not Applicable Not Applicable Not Applicable Not Applicable Not Applicable * For purposes of this document, ”Lists of Validated Products and Solutions” means the lists of validated products, solutions, and/or components, appearing on the PCI SSC website (www.pcisecuritystandards.org) PCI DSS v4.0 Attestation of Compliance for Report on Compliance - Service Providers r1 December 2022 © 2006 - 2022 PCI Security Standards Council, LLC. All rights reserved. Page 8 Document Ref: QHKUH-NGKXS-UZLVE-BV2XJ (for example, 3DS Software Development Kits, Approved PTS Devices, Validated Payment Software, Payment Applications (PA-DSS), Point to Point Encryption (P2PE) solutions, Software-Based PIN Entry on COTS (SPoC) solutions, and Contactless Payments on COTS (CPoC) solutions). PCI DSS v4.0 Attestation of Compliance for Report on Compliance - Service Providers r1 December 2022 © 2006 - 2022 PCI Security Standards Council, LLC. All rights reserved. Page 9 Document Ref: QHKUH-NGKXS-UZLVE-BV2XJ Part 2f. Third-Party Service Providers (ROC Section 4.4) For the services being validated, does the entity have relationships with one or more thirdparty service providers that: •Store, process, or transmit account data on the entity’s behalf (for example, payment gateways, payment processors, payment service providers (PSPs, and off-site storage)) Yes No •Manage system components included in the entity’s Assessment (for example, via network security control services, anti-malware services, security incident and event management (SIEM), contact and call centers, web-hosting companies, and IaaS, PaaS, SaaS, and FaaS cloud providers) Yes No •Could impact the security of the entity’s CDE (for example, vendors providing support via remote access, and/or bespoke software developers). Yes No If Yes: Name of Service Provider: Description of Services Provided: Amazon Web Services (AWS) Cloud Hosted Infrastructure UJET Call Center Services Chase Paymentech Payment Processing EasyPark AB Customer Parking Solutions Centris Information Services Call Center Services Snowflake Data Warehousing Note:Requirement 12.8 applies to all entities in this list. Part 2g. Summary of Assessment (ROC Section 1.8.1) Indicate below all responses provided within each principal PCI DSS requirement. PCI DSS Requirement Requirement Finding More than one response may be selected for a given requirement. Indicate all responses that apply. Select If Below Method(s) Was Used PCI DSS v4.0 Attestation of Compliance for Report on Compliance - Service Providers r1 December 2022 © 2006 - 2022 PCI Security Standards Council, LLC. All rights reserved. Page 10 Document Ref: QHKUH-NGKXS-UZLVE-BV2XJ In Place Not Applicable Not Tested Not in Place Customized Approach Compensating Controls Requirement 1: Requirement 2: Requirement 3: Requirement 4: Requirement 5: Requirement 6: Requirement 7: Requirement 8: Requirement 9: Requirement 10: Requirement 11: Requirement 12: Appendix A1: Appendix A2: Appendix A3: PCI DSS v4.0 Attestation of Compliance for Report on Compliance - Service Providers r1 December 2022 © 2006 - 2022 PCI Security Standards Council, LLC. All rights reserved. Page 11 Document Ref: QHKUH-NGKXS-UZLVE-BV2XJ Section 2 Report on Compliance (ROC Sections 1.2 and 1.3.2) Date Assessment began: Note:This is the first date that evidence was gathered, or observations were made. August 23, 2023 Date Assessment ended: Note:This is the last date that evidence was gathered, or observations were made. December 7, 2023 Were any requirements in the ROC unable to be met due to a legal constraint? No Were any testing activities performed remotely? If yes, for each testing activity below, indicate whether remote assessment activities were performed: Yes No •Examine documentation Yes No •Interview personnel Yes No •Examine/observe live data Yes No •Observe process being performed Yes No •Observe physical environment Yes No •Interactive testing Yes No •Other:Yes No Section 3 Validation and Attestation Details Part 3. PCI DSS Validation (ROC Section 1.7) This AOC is based on results noted in the ROC dated (Date of Report as noted in the ROC 2023-12-07. Indicate below whether a full or partial PCI DSS assessment was completed: Full Assessment – All requirements have been assessed and therefore no requirements were marked as Not Tested in the ROC. Partial Assessment – One or more requirements have not been assessed and were therefore marked as Not Tested in the ROC. Any requirement not assessed is noted as Not Tested in Part 2g above. Based on the results documented in the ROC noted above, each signatory identified in any of Parts 3b-3d, as applicable, assert(s) the following compliance status for the entity identified in Part 2 of this document (select one): PCI DSS v4.0 Attestation of Compliance for Report on Compliance - Service Providers r1 December 2022 © 2006 - 2022 PCI Security Standards Council, LLC. All rights reserved. Page 12 Document Ref: QHKUH-NGKXS-UZLVE-BV2XJ Compliant:All sections of the PCI DSS ROC are complete, and all assessed requirements are marked as being either In Place or Not Applicable, resulting in an overall COMPLIANT rating; thereby ParkMobile, LLC.has demonstrated compliance with all PCI DSS requirements except those noted as Not Tested above. Non-Compliant: Not all sections of the PCI DSS ROC are complete, or one or more requirements are marked as Not in Place, resulting in an overall NON-COMPLIANT rating; thereby (Service Provider Company Name)has not demonstrated compliance with PCI DSS requirements. Target Date for Compliance: An entity submitting this form with a Non-Compliant status may be required to complete the Action Plan in Part 4 of this document. Confirm with the entity to which this AOC will be submitted before completing Part 4. Compliant but with Legal exception: One or more assessed requirements in the ROC are marked as Not in Place due to a legal restriction that prevents the requirement from being met and all other assessed requirements are marked as being either In Place or Not Applicable, resulting in an overall COMPLIANT BUT WITH LEGAL EXCEPTION rating; thereby (Service Provider Company Name)has demonstrated compliance with all PCI DSS requirements except those noted as Not Tested above or as Not in Place due to a legal restriction. This option requires additional review from the entity to which this AOC will be submitted. If selected, complete the following: Affected Requirement Details of how legal constraint prevents requirement from being met Enter Response Here «[Default Sheet] 1 Details of how legal constraint prevents requirement from being met (AOC Response)» Part 3a. Service Provider Acknowledgement Signatory(s) confirms: (Select all that apply) The ROC was completed according to PCI DSS, Version 4.0 and was completed according to the instructions therein. All information within the above-referenced ROC and in this attestation fairly represents the results of the Assessment in all material respects. PCI DSS v4.0 Attestation of Compliance for Report on Compliance - Service Providers r1 December 2022 © 2006 - 2022 PCI Security Standards Council, LLC. All rights reserved. Page 13 Document Ref: QHKUH-NGKXS-UZLVE-BV2XJ PCI DSS controls will be maintained at all times, as applicable to the entity’s environment. Part 3b. Service Provider Attestation Signature of Service Provider Executive Officer Date: 2023-12-13 Service Provider Executive Officer Name: Tony Stewart Title: Chief Legal & Privacy Officer Part 3c. Qualified Security Assessor (QSA) Acknowledgement If a QSA was involved or assisted with this Assessment, indicate the role performed: QSA performed testing procedures. QSA provided other assistance. If selected, describe all role(s) performed: Signature of Lead QSA Date: 2023-12-13 Lead QSA Name: Christopher Wright Signature of Duly Authorized Officer of QSA Company Date: 2023-12-13 Duly Authorized Officer Name: Dan Schroeder QSA Company: Aprio, LLP. Part 3d. PCI SSC Internal Security Assessor (ISA) Involvement If an ISA(s) was involved or assisted with this Assessment, indicate the role performed: ISA(s) performed testing procedures. ISA(s) provided other assistance. If selected, describe all role(s) performed: Part 4. Action Plan for Non-Compliant Requirements Only complete Part 4 upon request of the entity to which this AOC will be submitted, and only if the Assessment has Non-Compliant results noted in Section 3. PCI DSS v4.0 Attestation of Compliance for Report on Compliance - Service Providers r1 December 2022 © 2006 - 2022 PCI Security Standards Council, LLC. All rights reserved. Page 14 Document Ref: QHKUH-NGKXS-UZLVE-BV2XJ If asked to complete this section, select the appropriate response for “Compliant to PCI DSS Requirements” for each requirement below. For any “No” responses, include the date the entity expects to be compliant with the requirement and provide a brief description of the actions being taken to meet the requirement. PCI DSS Requirement Description of Requirement Compliant to PCI DSS Requirements (Select One) Remediation Date and Actions (If “NO” selected for any Requirement) YES NO 1 Install and maintain network security controls 2 Apply secure configurations to all system components 3 Protect stored account data 4 Protect cardholder data with strong cryptography during transmission over open, public networks 5 Protect all systems and networks from malicious software 6 Develop and maintain secure systems and software 7 Restrict access to system components and cardholder data by business need to know 8 Identify users and authenticate access to system components 9 Restrict physical access to cardholder data 10 Log and monitor all access to system components and cardholder data 11 Test security systems and networks regularly 12 Support information security with organizational policies and programs Appendix A1 Additional PCI DSS Requirements for MultiTenant Service Providers Appendix A2 Additional PCI DSS Requirements for Entities using SSL/early TLS for CardPresent POS POI Terminal Connections PCI DSS v4.0 Attestation of Compliance for Report on Compliance - Service Providers r1 December 2022 © 2006 - 2022 PCI Security Standards Council, LLC. All rights reserved. Page 15 Document Ref: QHKUH-NGKXS-UZLVE-BV2XJ Docusign Envelope ID: 9ED29A78-0585-4BBB-929D-B5BFF19783D5 Signature Certificate f� ; QHKUH-NGKXS-UZLVE-BV2XJ Signer Christopher Wright Emaii: christopher.wright@aprio.com Sent: Viewed: Signed: Recipient Verification: ✓Email verified Timestamp 13 Dec 2023 18:48:12 UTC 13 Dec 2023 18:52:59 UTC 13 Dec 2023 15:53:30 UTC 13 Dec 2023 18:52:59 UTC Signature C�r�, p�t�r l�rr�i� IP address: 73.106.97.183 Location: Cumming, United States Tony Stewart Emaie tony.stewart@parkmobile.io Sent: Viewed: Signed: Recipient Verification: ✓Email verified Dan Schroeder Email: dan.schroeder@aprio.com Sent: Viewed: Signed: Recipient Verification: ✓Email verified 16 Dec 2023 19:36:14 UTC Page 1 of 1 13 Dec 2023 18:48:12 UTC 15 Dec 2023 21:04:17 UTC 15 Dec 2023 21:04:32 UTC 15 Dec 2023 21:04:17 UTC 13 Dec 2023 18:48:12 UTC 16 Dec 2023 19:35:42 UTC 16 Dec 2023 19:36:14 UTC 16 Dec 2023 19:35:42 UTC ��� V �� IP address: 172.226.197.28 Location_ New York, United States %��� ��LI'���'. IP address: 166.199.150.129 Location: Charlotte, United States Signed with PandaDoc �. � .� PandaDoc is a document workflow and certified eSignature solution trusted by 50,000+ companies worldwide. ��} ' Page | 21 PROPOSAL FORM 5:UNRESOLVED FINDINGS FOR RECOVERY O.R.C. Chapter 9.24 prohibits CCOG from awarding a contract to any entity against whom the Auditor of State has issued a finding for recovery, if such finding for recovery is “unresolved” at the time of award. By submitting a proposal, a Respondent warrants that it is not now, and will not become, subject to an “unresolved” finding for recovery under O.R.C. Chapter 9.24 prior to the award of any contract arising out of this RFP, without notifying CCOG of such finding. The Proposal Review Team will not evaluate a proposal from any Respondent whose name, or the name of any of the subcontractors proposed by the Respondent, appears on the website of the Auditor of the State of Ohio as having an “unresolved” finding for recovery. Is your company the subject of any unresolved findings for recoveries? Yes No (The rest of this page is intentionally left blank) Page | 22 PROPOSAL FORM 6:MANDATORY DISCLOSURES 1. Disclose whether your company’s performance and/or the performance of any of the proposed subcontractor(s) under contracts for the provision of products and services that are the same or similar to those to be provided for the Program which is the subject of this RFP has resulted in any formal claims for breach of those contracts. For purposes of this disclosure, “formal claims” means any claims for breach that have been filed as a lawsuit in any court, submitted for arbitration (whether voluntary or involuntary, binding or not), or assigned to mediation. For any such claims disclosed, fully explain the details of those claims, including the allegations regarding all alleged breaches, any written or legal action resulting from those allegations, and the results of any litigation, arbitration, or mediation regarding those claims, including terms of any settlement. While disclosure of any formal claims will not automatically disqualify a Respondent from consideration, at the sole discretion of Equalis Group, such claims and a review of the background details may result in a rejection of a Respondent’s proposal. Equalis Group will make this decision based on the Proposal Review Team’s determination of the seriousness of the claims, the potential impact that the behavior that led to the claims could have on the Respondent’s performance of the work, and the best interests of Members. Provide statement here. ParkMobile does not have any formal claims to disclose. 2. Indicate whether your company and/or any of the proposed subcontractor(s) has been the subject of any adverse regulatory or adverse administrative governmental action (federal, state, or local) with respect to your company’s performance of services similar to those described in this RFP. If any such instances are disclosed, Respondents must fully explain, in detail, the nature of the governmental action, the allegations that led to the governmental action, and the results of the governmental action including any legal action that was taken against the Respondent by the governmental agency. While disclosure of any governmental action will not automatically disqualify a Respondent from consideration, such governmental action and a review of the background details may result in a rejection of the Respondent’s proposal at Group’s sole discretion. Equalis Group will make this decision based on the Proposal Review Team’s determination of the seriousness of the claims, the potential impact that the behavior that led to the claims could have on the Respondent’s performance of the work, and the best interests of Members. Provide statement here. ParkMobile does not have any government investigations to disclose. (The rest of this page is intentionally left blank) PROPOSAL FORM 7:DEALER, RESELLER,AND DISTRIBUTOR AUTHORIZATION CCOG allows Suppliers to authorize dealers, distributors, and resellers to sell the products and services made available through, and consistent with the Terms and Conditions set forth in, the Master Agreement. If Supplier intends to authorize their dealers, distributors, or resellers access to the Master Agreement in the event of a contract award Supplier must provide a list, either in the form of a document or a weblink, to identify those organizations who are being authorized access to the Master Agreement. Page | 23 Will the Supplier authorize dealers, distributors, resellers access to Master Agreement? Yes No If yes, how will Supplier disclose which organization(s) will have access to the Master Agreement? This list can be updated from time to time upon CCOG’s approval. Respondent Response: N/A. ParkMobile intends to sell the services proposed in this RFP via our own sales force. (The rest of this page is intentionally left blank) Docusign Envelope ID: 9ED29A78-0585-4BBB-929D-B5BFF19783D5 PROPOSAL FORM S: IVIANDATORY SUPPLIER Si PROP05AL CERTIFICATIONS CCOG may not enter into contracts with any suppliers wha ha�e been found to be ineligible for state contracts under specific federal or Ohio statutes or regulations. Companies respanding to any CCOG RFP MUST certify that they are NOT ineligible by signing each of the statements below. Failure to pro�ide proper aff`irming signature on any of these statements will result in a Respcndent's prcposal being deemed ncnrespcnsi�e to this RFP. I, Justin Clifford, hereby certify and affirm that ParkMobile. LLC, has nat been debarred, suspended, proposed for debarment, declared ineiigible, or �oluntarily exciuded from participation in transactions by the Unites 5tates Department af Labar, the United 5tates Department of Health and Human Services, or y other feder dep rtment ar agency as set forth in 29 CFR Part 98, or 45 CFR Part 76, ar ather applicable statutes. ANO I, Justin Cliffard, hereby certify and affirm that ParkMobile. LLC, is in compliance with all federal, state, and lacal laws, ruies, and regulations, including but nat limited to the Occupationai 5afety and Health Act and the Ohio Bureau of Employment 5erv�ces and the following: • Not penalized or debarred from any public cantracts or fafsifed certified payrall records or any other �iolation of the Fair Labor 5tandards Act in the last three (3j years; • Not found to ha�e �iolated any workers compensation law w�thin the last three (3f years; • Not �€ofated any employee discriminatian law within the last three (3) years; • Not ha�e been faund to have committed more than one �1} wii[fu! or repeated 05HA violation of a safety standard (os opposed to a record keepin� or administrative standardj in the last three (3j years; • Not ha�e an Experience Modificatfon Rating cfgreater than 1.5 (a penafty-rated empEoyer) with respect to the Bureau of Workers' Campensatian risk assessment rating; and • Not ha�e faifed to file any required tax returns or failed to pay any required taxes ta any go�ernmentai entity within the past three (3j years. � ANO I, Justin Clifforda hereby certify and affirm that ParkMobile, L�C is nat an the {ist established by the Ohio 5ecretary of 5tate, pursuant to DRC 5ecticn 121.23, whtch identifes persons and businesses with mare than one unfair labor practice contempt of court finding against them. '�' � ANb l,lustin Clifford, hereby certify and affirm that ParkMo6ile, ttC either is not subject to a finding for reca�ery under ORC Section 4.24, or has taken appropriate remedial steps required under that stat�ate to resolve any findings for reco�ery, or atherwlse qualifies under that section to enter into contracts with CCOG. 1,lustin Clifford, hereby afFirm that this proposaf accurately represents the capabi9ities and qualifications of ParkMo6ile, and I hereby affirm that the cost(s) proposed to CCOG for the perFormance of services and/or pro�ision af goads ca�ered in this proposa! in response ta this CCOG RFP is a firm fixed price structure as described in the Cost Proposal, inclusi�e of al[ incidental as well as primary costs. (Failure to provide the proper affrminq srgnature an this item may resuft in the disquafificatian af your proposaf.j °-�" � Page � 2Q Docusign Envelope ID: 9ED29A78-0585-4BBB-929D-B5BFF19783D5 PROP05AL FORM 9: CLEAN A!R ACT & CLEAN WATER ACT The Respondent is in tompfiante with a11 applitable standards, orders or regulations issued pursuant to the Clean Air Att of 197p, as Amended €42 U.S. C. 1857 {h), Section 508 of the Ciean Water Act, as amended (33 U.S.C. 1368), Executive Order 117384 and Environmental Protection Agency Regulation, 40 CFR Part 15 as required under OMB Circular A-102, Attachment O, Paragraph 14 (lj regarding reporting �iofations to the grantor agency and to the United States En�ironment Protection Agency Assistant Administrator for the Enforcement. Authorized signature: Printed Name: Justin Clifford Company Name: ParkMobile, LLC Mai�ing Address: 110U Spring St NW, Atlanta, GA 3p309 Email Address: Legal-notices@parkmobile.io Jo6 Tit[e: 7reasurer �The rest of this page is intentionally left blankJ Page � 21 Docusign Envelope ID: 9ED29A78-0585-4BBB-929D-B5BFF19783D5 PROPOSAL FORM 10: DEBARMENT IVOTICE t, the Respondent, certify that my company has not been debarred, suspended or otherwise ineligible for participation in Federa[ Assistance programs under Executive Order 12549, "Debarment and 5uspension", as described in the Federal Register and Rules and Regulations. Respondents Name: ParkMobile, LLC Maili�g Address: 1100 5pring St NW, At[anta, GA 3p309 5ignature F / Title of Signatory: in Clifford, T'reasurer (The rest of this page is intentianally left 61ankJ Page � 22 Docusign Envelope ID: 9ED29A78-0585-4BBB-929D-B5BFF19783D5 PROPOSAt FORM 11: LOBBYING CERTIFICATIONS Submission of this certification is a prerequisite for making or entering into this transaction and is imposed by Section 1352. Titte 31. U.S. Code. This certification is a materiaf representation of fact upon which retiance was placed when this transaction was made or entered into. Any person who fails to fife the required certification shall be subject to civil penaity of not less than ten thousand dollars ($10,O�j and not more than one hundred thousand dollars �$1�,000� for each such failure. The undersigned certifies, to the best of his/her knowledge and belief, on behaff of Respondent that: 1. No Federal appropriated funds have been paid or wil! be paid on behalf of the undersigned, 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 af a Member of Congress in connection with the awarding of a Federa! contract, the rnaking of a Federal grant, the making of a Federal foan, the entering into a cooperati�e agreement, and the extension, continuation, renewal, amendment, or modification of a Federal cantract, grant, loan, or cooperati►►e agreement. 2. If any funds other than FederaE appropriated funds ha►►e been or wifl 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 empfoyee of a Member of Congress in connection with this Federa[ contract or cooperati�e agreement, the undersigned shal� complete and submit Standard Form LLL, "Disciosure of Lobbying Acti►►ities," in accordance with its instructions. 3. The undersigned shall require that the language of this certification be €ncluded in the award documents for all co�ered sub-awards exceeding one hundred thousand dollars ($100,000) in Federal funds at all appropriate tiers and that all sub- recipients shall certify and disclose accordingly. Signature: � pate: 6/2D24 (The rest of �his page is in�entianally left blankJ Page � 23 Docusign Envelope ID: 9ED29A78-0585-4BBB-929D-B5BFF19783D5 PROPOSAL FORM 12: CDNTRACTOR CERT�FICAT�ON REQUIREMENT5 1. ConCractor's Ernploymenc Eliglblllty By entering the contract, Cantractar warrants campliance with the Federal Immigratian and Nationality Act (FiNAj, and all other federal and state immigration laws and regulations. The Contractor further warrants that it is in campliance with the �ariaus state statutes af the states it wili operate this cantract in. Participating Government Entities including School Districts may request �eri�cation of compliance from any Contractor ar subcantractor performing wark under this Contract. T�ese Entities reserve the right to can�rm compliance in accordance with applicable laws. Should t�e Participating Entities suspect or find that the Contractor or any of its subcontractors are not in compliance, they may pursue any and ail remedies allowed by law, including, but not limited to: suspension of work, termination of t�e Contract for defau�t, and suspension and/or debarment of the Contractor. All costs necessary to �erify compliance are the responsibility of the Contractor. The Respondent complies and maintains compliance with the appropriate statutes which requires compliance with federal immigration laws by State employers, State COf1t�eCt0�5 and State subcontractors in accordance with t�e E-Verify Employee Eligibility Verification Program. Contractor shall comply with go�erning board policy of the CCOG Participating entities in which work is being performed. 2. Fingerprint & Crlrnlnal Background Checks If required to pro�ide services on school district properly at least fi�e (5j times during a month, contractor shall submit a ful[ set of fingerprints to the school district if requested of each person or employee who may provfde such service, Alternately, the schoo! district may fingerprint those persons or employees. An exception to this requirement may be made as authorized in Governing Board policy. The district shall conduct a fingerprint check in accordance with the appropriate state and federaE [aws of all contractors, subcontractors or �endors and their empfoyees for which fingerprints are submitted to the district. Contractor, subcontractors, �endors and their emp[oyees shall not pro�ide services on sc�ool district properties unti[ authorized by the District. The Respondent shall comp[y with fingerprinting requirements in accordance with appropriate statutes in the state in which the work is being performed uniess otherwise exempted. Contractor shall comply with go�erning board policy in the schoo[ district or Participating Entity in which work is being performed. Signature: � � Date: 4/ /2024 (The rest of this page is intentionally left blankJ Page�24 Docusign Envelope ID: 9ED29A78-0585-4BBB-929D-B5BFF19783D5 PROPOSAL FORM 13: BOYCOTT CERTIFICATtON Respondent must certify that during the term of any Agreement, it does not boycott lsrae) and wilf not boycott Israel. "Boycott" means refusing to deaf with, terminating business atti�ities with, or otherwise taking any action that is intended to penaiize, inflict economic harm on, or limit commercfal reiations specificafly with Israel, or with a person or entity doing business in Israel or in an israeli-controlled territory, but does not include an action made for ordinary business purposes. Does Respondent agree? Yes (Ini �als of Authorized Representati�e� (The resf of fhis page is inter�tionally left blankJ Page�25 Docusign Envelope ID: 9ED29A78-0585-4BBB-929D-B5BFF19783D5 PR�P�SAL FORM 14: �EDERAL FUNDS CERY[FICAYlON �OR�I1S When a participating agency seeks ta proture gaods and services using funds under a federal grant or contratt, specifit federal [aws, regulatians, and requirements may apply in addition to those under state law. This intfudes, but is not limited to, the proturement standards of the Uniform Administrati�e Requirements, Cost Principles and Audit Requirements for Federa[ Awards, 2 CFR 200 [sometimes referred to as the "Uniform Guidance" or "E�GAR" requirementsj. All Respandents submitting proposals must complete this Federal Funds Certi�itation Form regarding Respondent's willingness and ahility to campfy with certain requirements whith may be applitable to spetific participating agenry purthases using federal grant funds. This campleted form wil[ be made a�ailabfe to Members for their use while considering their purchasing options when using federaf grant funds. Members may also require 5upplier Partners to enter into antilfary agreements, in addftion ta the tantract's general terms and conditians, to address the members specifit contractual needs, intluding contract requirements for a prawrement using federai grants ar cantracts. Far each af the items 6ebw res andent should certi their a reement and ahili ta cam I where a 11ca61e b ha�in res ondents autharised re resentati�e cam lete and initial the a licable lines after each settiun and si the atknawled ment at the end af thfs form. [f a Respondent fails to camplete any item in this farm, CCOG wilf consider the Respandent's response to be that they are una6le or unwilling ta comp[y. A negati�e response ta any of the items may, if applica6le, impact the abi[ity of a participating agenry to purchase from the 5uppfier Partner using federal funds. 1. Svpplier Partner Violation or BreQrh of Contract Terms Contracts for more than the simplified acquisition threshofd currentfy set at one hundred fifty thousand dollars ($1SO,OOOj, whith is the inflation adjusted amount determined by the Ci�ilian Agency Acquisition Council and the �efense Acquisitian Regulations Cauncif (Councifs} as authorized 6y 41 U5C 1908, must address administrati�e, cantrattual, ar lega[ remedies in instances where 5uppiier Partners vioiate or 6reach contract terms, and pro�ide for such santtions and penalties as appropriate. Any contract award will be subject to Terms and Conditions af the Master Agreement, as wel! as any additional terms and canditions in any purchase order, participating agency ancillary cantract, or Member construction cantract agreed upon by 5upp[ier Partner and the participating agenty which mut be consistent with and protect the participating agency at least to the same extent as the CCOG Terms and Conditions. The remedies under the tontract are in addition to any other remedies that may 6e a�ailable under law or in equity. By submitting a proposa[, you agree to these 5upplier Partner violation and breach of tontratt terms. poes Respondent agree7 Yes (In9ti s ofAutharized Representativej 2. TBiRilflOtlOA fOf CQL158 Of COAVeflIeACB When a participating agency expends federai funds, the partitipating agency reserves the right to immediately terminate any agreement in excess af ten thousand doliars ($10,000� resulting from this procurement process in the event of a breach or default of the agreement 6y Offeror in the e�ent Offeror fails to: (1j meet schedules, deadlines, and/or delivery dates wit�in t�e time spetified in the procurement solicitation, contract, and/or a purchase order; (2j make any payments owed; or [3} atherwise perform in actordance with the contract and/or the procurement soficitation. Participating agency also reserves the right to terminate the contract immediately, with written notite to offeror, for convenience, if participating agency 6elieves, in its sole discretion that it is in the best interest of partitipating agenry to do so. Respondent wilf 6e compensated for work performed and accepted and goods accepted 6y participating agency as af the termination date if t�e contratt is terminated for comenience of participating agency. Any award under this procurement process is nat exclusi�e and participating agency reserves the right ta purchase gaods and servites from other offerors when it is in participating agenc�s best interest. Page � 26 Docusign Envelope ID: 9ED29A78-0585-4BBB-929D-B5BFF19783D5 poes Respondent agree? Yes (Initi s of Authorized Representative) 3. Fqua! Fmployment Oppartunity Except as otherwise pro►►ided under 41 CFR Part 6Q, all participating agency purchases or contracts that meet the definition of "federally assisted tonstruction contrac�' in 41 CFR Part 60-1.3 shall be deemed to include the equai opportunity clause provided under4l CFR 6o-1.4(bj, in accordante with Exetuti�e Order 11246, "Equa1 Employment Opportunit�/' (30 FR 12319,12935, 3 CFR Part, 1964-1965 Comp., p. 339), as amended by Exec�ti�e Order 11375, "Amending Executi►►e Order 11246 Refating to Equal Employment Opportunity," ancf imptementing regulation5 at 41 CFR Part 60, "Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor." The equal opportunity clause pro�ided under 41 CFR 60-1.4(bj is hereby incorporated by reference. Supplier Partner agrees that such pro►►ision applies to any part[tipating agenty p�rthase or tontract that meets the definition o� "federally assisted construction contract" in 41 CFR Part 6Q-1.3 and Supplier Partner agrees that it shall comply with such pro�ision. Does Respandent agree? Yes (Ini s of A�thorixed Representative) 4. Da�is-Bacan Act When required by Federal program legisfation, Supplier Partner agrees that, for alf partitipating agenty prime construction contracts/purchases in excess of two thousand dollars ($2,QU0), Suppiier Partner shall comply with the Qavis-Bacon Act (44 USC 3141-3144, and 3146-3148j as supplemented by Qepartment af Labor regulations (29 CFR Part 5, "La6or Standards Pravisians Applicable ta Contracts Cavering Federafly Financed and Assisted Construction"). In accordance with the statute, Suppiier Partner is required to pay wages to laborers and mechanics at a rate not less than the prevailing wages specified in a wage determinate made by the Secretary of La6or. In addition, Supplier Partner shall pay wages not less than once a week. Current prevailing wage determinations issued by the Department of �abor are availab[e at www.wdol.gay. Supplier Partner agrees that, for any purchase ta which this requirement applies, the award of the purchase ta the Supplier Partner is conditioned upon Supplier Partner's acceptance of the wage determination. Supplier Partner further agrees that it shafl afso compfy with the Copeland "Anti-Kickback" Act (40 USC 3145j, as supplemented by pepartment of Labor regulations (29 CFR Part 3, "Contractors and Subcontractors on Public Building or Publit Work Financed in Whole or in Part by Loans or Grants from the United States". The Att provides that each Supp![er Partner or subrecipient must be prohibited from inducing, by any means, any person employed in the construction, compfetion, ar repair of public work, ta give up any part of the compensatian to which he or she is otherwise entitled. Does Respondent agree? Yes (Initi s of Authorized Representative} Page � 27 Docusign Envelope ID: 9ED29A78-0585-4BBB-929D-B5BFF19783D5 5. Contratt Work Nours ond Sofety Stondards Att Where applicabte, for ali participating agency contracts or purchases in excess of one hundred thousand dollars ($iQ0,000) that inrrol�e the empfoyment of inechanics or laborers, Supplier Partner agrees to comply with 40 USC 3702 and 3704, as supplemented by Department of Labor regulations (29 CFR Part 5). Under 40 USC 3702 of the Act, Supplier Partner is required to compute the wages of e�ery mechanic and laborer on the basis of a standard work week of forty [40) hours. Work in excess of the standard work week is permissible provided that the worker is compensated at a rate of not less than one and a half times the basic rate of pay for a1[ hours worked in excess of forty (40j hours in the work week. The requirements of 40 USC 3704 are applicabfe to construction work and pro�ide that no laborer or mechanic must be required to work in surroundings or under working conditions which are unsanitary, hazardous or dangerous. These requirements do not apply to the purchases of supplies or materials or articfes ordinarify a�aifable on the open market, or tontracts for transportation or transmission of intelligence. Does Respondent agree? Yesi�� [Enitials of Authorized Representative) b. Right to lnventions Mode Under o Contrott or Agreement If the participating agenc�s Federal award meets the definition of "funding agreemenY' under 37 CFR 401.2(a} and the recipient or subrecipient wishes to enter into a contract with a small business firm or nonprofit organization regarding the substitution of parties, assignment or performance or experimental, de�elopmental, or research work underthat "funding agreement," the recipient or subrecipient must comply with the requirements of 37 CFR part 401, "Rights to lnventions Made by Nonprofit Organizations and Small Business Firms Under Go�ernment Grants, Contracts and Cooperative Agreements," and any implementing regulations issued by the awarding agency. Suppiier Partner agrees to compfy with the abo�e requirements when applicable. Does Respondent agree7 Yes (f ials of Authorized Representati�e) 7. Cleon Air Act and Federa! Water Pallurion Control Att Clean Air Act (42 USC 7401-7671q.� and the Federal Water Pollution Contro) Act (33 USC 1251-1387j, as amended — Contracts and subgrants of amounts in excess of one hundred fifty thousand dollar� ($150,000) must contain a pro�ision that requires the non-Federal award to agree to comply with afl appficable standards, orders, or regulations issued pursuant to the Clean A�r Act (42 USC 7401-7671q.) and the Federal Water Pollution Control Act, as amended (33 USC 1251-1387j. Violations must be reported to the Federai awarding agency and the Regional Office of the En�ironmental Protection Agency (EPA}. When required, Suppl'ter partner agrees to compfy with a11 applicable standards, orders, or regulations issued pursuant to the C[ean Air Act and the Federal Water Polfution Control Act. Does Respondent agree? Yes (!ni s of Authorized Representative) 8. Deborment ond Suspensian Debarment and Suspension (Executi�e Orders 12549 and 12689j — A contract award (see 2 CFR 180.220) must not be made to parties listed on the government-wide excfusions in the System for Award Management (SAM), in accordance with the OMB guidelines at 2 CFR 180 that implement Executive Orders 12549 (3 CFR Part 1455 Comp, p. 189) and 12684 Page�ZB Docusign Envelope ID: 9ED29A78-0585-4BBB-929D-B5BFF19783D5 (3CFR Part 1989 Comp. p. 235), "Debarment and Suspension." SAM Exclusions contains the names of parties debarred, suspended, or otherwise excluded by agencies, as well as parties declared ineligible under statutory or regulatory author]ty other than Executive Order 12549. Supp9ier Partner certifies that Supplier Partner is not wrrently [isted on the government-wide exclusions in SAM, is not debarred, suspended, or otherwise excluded by agencies or declared ineligible under statutory or regulatory authority other than Executive Order 12549. Supplier Partner further agrees to immediately notify the Cooperative and aEl Members with pending purchases or seeking to purchase from Supplier Partner if Supplier Partner is [ater listed on the government- wide excEusions in SAM, or is debarred, suspended, or otherwise excluded by agencies or deciared ineligibfe under statutory or regulatory authority other than Executive Order 12549. Does Respondent agree? Yes� (In[t[als of Author�zed Representative) 9. Byrd Anti-tobbyFng Amendment Byrd Anti-Lobbying Amendment {31 USC 1352j — Suppfier Partners that apply or bid for an award exceeding one hundred thousand dollars {$100,ODOj must file the req uired certification. Each tier certifies to the tier above that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or empfoyee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any Federal contract, grant or any other award covered by 31 USC 1352. Each tier must also discEose any lobbying with non-Federal funds that takes place in connection with obtaining any Federal award. Such disctosures are forwarded from tier to tier up to the non-Federal award. As applicable, Supplier Partner agrees to fife all certifications and discEosures required by, and otherwise comply with, the Byrd Anti-Lobbying Amendment (31 IJSC 1352j. Does Respondent agree7 Yes �[n' ials af Autharized Representativej 10. Procuremen# of Recovered MateNals For participating agency purchases utilizing Federaf funds, Supplier Partner agrees to comply with Section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act where applicable and provide such information and certifications as a participating agency maybe required to confirm estimates and otherwise comply. The requirements of Section 6002 includes procuring only items designated in guidelines of the Environmental Protection Agency (EPA� at 40 CFR Part 247 that contain the highest percentage of recovered materiais practicabie, consistent with maintaining a satisfactory level of competition, where the purchase price of the item exceeds ten thousand dollars ($10,000) or the value of the quantity acquired during the preceding fiscal year exceeded ten thousand do![ars ($10,000); procuring solid waste management ser�ices in a manner that maximizes energy and resource recovery, and establishing an afF'trmative procurement program for procurement of recovered materials identified in the EPA guideEines. Does Respondent agree? Yes�/ (lmtials of Authorized Representative) 11. Profi# as a Separate Elernen# af Price For purchases using federal funds in excess of one hundred fifty thousand dollars ($150,000), a participating agency may be required to negotiate profit as a separate element of the price. See, 2 CFR 200.324(bj. When required by a participating agency, Supplier Partner agrees to provide information and negotiate with the participating agency regarding profit as a separate element of the price for a particular purchase. However, Supplier Partner agrees that the tota[ price, inckuding Page�29 Docusign Envelope ID: 9ED29A78-0585-4BBB-929D-B5BFF19783D5 profit, charged by 5upplier Partner to the participating agency shal! not exceed the awarded pricing, including any applicable discaunt, under 5upplier Partner's Graup Purchasing Agreement. Daes Respandent agree? Yes �fn' als of Authorized Representative) 12. Prahfbftion an Certain Telecommunlcotions and Video Surveillonce Services or Equipment Vendor agrees that recipients and subrecipients are prohibited from obiigating or expending loan orgrant funds to pracure or abtain, extend or renew a cantract to procure or obtain, or enter inta a cantract (ar extend ar renew a cantract) ta procure or abtain equipment, services, or systems that uses ca►►ered telecommunicatians equipment or services as a substantial or essentiaf component of any system, ar as critical technoiagy as part of any system from campanies described in Public Law 115-232, section 889. Telecammunications or►►ideo surveillance equipment orservices produced ar pro►►ided by an entity that the 5ecretary of Defense, in consuftation with the Director of the National Intelligence or the Director of the Federal Bureau of In�estigation, reasonably befie�es to be an entity owned or controlled by, or otherwise connected to, the government of a co►►ered fareign country are also prohibited. Does Respondent agree? Yes (I ials of Authoriied Representati�e) 13. Damestic prefenences far procunements For participating agency purchases utilizing Federal funds, Respondent agrees to pro�ide proof, where applicable, that the materials, incfuding but not limited to, iron, aluminum, steel, cement, and other manufactured products are produced in the United 5tates. "Produced in the United 5tates" means, for iron and stee! products, that all manufacturing processes, from the initiaE melting stage thraugh the appfication af coatings, accurred in the United States. "Manufactured products" means items and construction materials composed in whole or in part af non-ferrous metals such as aluminum; ptastics and po[ymer-based products such as polyvinyl chloride pipe; aggregates such as concrete; glass, including optical fber; and lumber. Does Respondent agree? Yes� (Enitials of Author�zed Representative) 14. Genero! Complionce and Caoperotion with Members In addition to the foregoing specific requirements, Vendor agrees, in accepting any purchase order from a Member, it shall make a good faith effort to work with Members ta pravide such infarmation and to satisfy such requirements as may apply to a partiwlar participating agency purchase or purchases including, but not limited to, applicabie recordkeeping and record retention requirements. Does Respondent agree? Yes�--- �Initials of Authori:ed Representative) Page � 30 Docusign Envelope ID: 9ED29A78-0585-4BBB-929D-B5BFF19783D5 15. Applicabilrty to Subcontractors Offeror agrees that all contracts it awards pursuant to the Contract shalE be bound by the foregoing terms and canditions. poes Respandent agree� Yes [tni Is of Authorized Representativej By signature befow, f certify that the infarmation in this form is true, compiete, and accurate and that i am authorized by my campany to make this certification and alE cansents and agreements cantained herein. Authorized signature: Printed Name: Justin Clifford Company Name: parkMobile. LLC Mailing Address; 1100 Sprin� Street NW, Atlanta. GA 30309 �ab r,tie: Treasurer (The rest af rhis poge is inren[ionally left blankj Page � 31 Docusign Envelope ID: 9ED29A78-0585-4BBB-929D-B5BFF19783D5 PROPOSAL FORM 15: FEMA FUNDING REQUIREMENTS CERTIFICATION F�RMS When a participating agency seeks to procure goods and services using funds under a federa{ grant or contract, specific federal laws, regulations, and requirements may appiy in addition to those under state law. This includes, but is not limited to, the procurement standards of the Uniform Administrative Requirements, Cost Principfes and Audit Requirements for Federa[ Awards, � CFR 200 (sometimes referred to as the "Uniform Guidance" or "EDGAR" requirementsj. Additionally, Appendix [[ to Part 2qq authorizes FEMA to require or recommend additional provisions for contracts, AI[ Respondents suhmitting proposals who desire to work with Memhers utilizing FEMA funds must comp[ete this FEMA Recommended Contract Pro�isions Form regarding Respondent's wiliingness and abifity to comply with certain requirements which may be applicahle to specific participating agency purchases using FEMA funds. This completed form will be made available to Members for their use while considering their purchasing options when using FEMA grant funds. Members may afso require Supplier Partners to enter into ancillary agreements, in addition to the contract's general terms and conditions, to address the membe�s specific contractua! needs, including contract requirements for a procurement using federal grants or contracts. For each of the items 6elow Res ondent should certi Res ondenYs a reement and abili to com i where a licable b ha�in res ondents authorized re resentat��e com lete and initial the a Iica6le lines after each section and sir�n the acknowled�ment at the end of this form. If a Respondent fails to compfete any item in this form, CCOG will consider the respondent`s response to be that they are unable or unwilling to comply. A negati�e response to any of the items may, if applicable, impact the ability of a participating agency to purchase from the Supplier Partner using federal funds. 1. Access to Records For All Procurements The Winning Supplier agrees ta pro�ide the participating agency, the pass-through entlty (if applicahle), the FEMA Administrator, the Comptroller General of the United States, ar any of their authorized representatives access to any books, documents, papers, and recards of the Contractor which are directly pertinent to this contract far the purposes of making audits, examinations, excerpts, and transcriptions. The Winn�ng Suppfier agrees to permit any of the foregoing parties ta reproduce by any means whatsoever or to copy excerpts and transcriptions as reasonab[y needed. The Winning Supp[9er agrees to pro�ide the FEMA Administrator or his authorized representati�es access ta canstruction or ather work sites pertaining ta the work heing completed under the cantract. poes Respandent agree7 Yes (fni Is of Authoriied Representativej For Contracts Entered into After August 1, 2017, Under a Major Disaster or Emergenry Dectaration Page � 32 Please answer che ollowin vestion.l es com lete this Pro sal Form. Docusign Envelope ID: 9ED29A78-0585-4BBB-929D-B5BFF19783D5 In compliance with sectian 1225 af the Disaster Recavery Refarm Act of 2018, the participating agency, and the Winning Supplier acknawledge and agree that no fanguage in this contract is intended ta prohibit audits ar internaf reviews by the �EMA Administratar ar the Comptroller General of the llnited States." Does Respondent agree7 Yes [Ini ials of Authorized Representative) 2. Cha�ges FEMA recommends that all cantracts include a changes clause that des�ribes how, if at all, changes can be made by either party to alter the method, price, or scheduie af the work without brea�hing the �ontract. The language of the clause may depend an the nature of the contract and the procured item{sj or service(s). The participating agency should also consult their servicing lega[ caunse! to determine whether and haw contract changes are permissible under applicable state, Eocal, ar tribal [aws ar regu[atians. Does Respondent agree? Yes (I ' als n uthorized Representative) 3. Use of DHS Sea1, toga, a�d Flags The Winning Supplier shall not use the DHS sea!(s}, logos, �rests, or reprodu�tions of flags or likenesses of DHS agency afficials without specific FEMA pre-approval. The contractar shafl include this provision in any subcontracts. Daes Respondent agree? Yes (ln' s of Authorized Representative) 4. Camplfa�ce wfth Federal taw, Regerlatians, A�d Executive Orders and Acknowledgement of Federa! Fundl�g This is an acknowledgement that when FEMA financial assistance is used to fund all or a partion af the participating agency's contract with the Winning Supplier, the Winning Supplier will comply with all appfica5le federal iaw, regulations, executi�e orders, FEMA poli�ies, procedures, and dire�tives. Does Respondent agree? Yes (Init�als o Authorixed Representative) 5. No 061iqatio� 6y Federal Governme�t The federal government is not a party to this or any contract resulting from this or future pracurements with the participating agencies and is nat su�ject to any o�ligations or lia�ilities ta the non-federal entity, contractor, or any other party pertaining to any matter resulting from the �antra�t. paes Respondent agree? Yes (tn' so uthorizedRepresentativej 6. Praqram Fraerd a�d False ar Fraerdulent Statements or Related Acts The Winning Suppfier acknowledges that 31 U.S.C. Chap. 38 (Administrati�e Remedies for Fa[se Claims and Statements} applies to the contractors actions pertaining to this cantract> Does Respondent agree? Yes (tn' ' s o Authorized Representative) Page�33 Docusign Envelope ID: 9ED29A78-0585-4BBB-929D-B5BFF19783D5 7. A�rmaiive Saciaeconomic Steps If suhcontracts are to he let, the Winning Supplier is required to take ali necessary steps identified in 2 C.F.R. § 200.321(b)(1)-(5) to ensure that small and minority businesses, women's husiness enterprises, and labor surplus area firms are used when possible. Does Respondent agree? Yes G'`"`—'- �Initials of Authorized Rapresentati�e) 8. tfcense and Delivery af Works Subject to Copyright and Data Rfghts The Winning Supplier grants to the participating agency, a paid-up, royafty-free, nonexclusive, irrevocab[e, woridwide license in data first produced in the performance of this contract to reproduce, puhlish, or otherwise use, inciuding prepare derivative works, distribute copies to the public, and perForm publicly and display puhlicfy such data. For data required by the contract hut not first produced in the perFormance of this contract, the Winning Supplier wiil identify such data and grant to the participating agency or acquires on its behalf a[icense of the same scope as for data first produced in the performance of this contract. Data, as used herein, shall include any work suhject to copyright under 17 U.S.C. § 10�, for example, any written reports or [iterary works, software and/or source code, music, choreography, pictures or images, graphics, sculptures, �ideos, motion pictures or other audiovisual warks, sound and/or video recordings, and architectural works. Upon or before the completion of this contract, the Winning Supplier will deliver to the participating agency data first produced in the perFormance of this contract and data required bY the contract hut not first produced in the performance of this contract in formats acceptable by the (insert na me of the non-federal entity). Does Respondent agree? Yes�/�� {Init' � of Authorized Representati�ej By signature below, 1 certify that the information in this form is true, complete, and accurate and that I am authorized by my company to make this certifrcation and alE consents and agreements contained herein. Authorized signature: Printed Name: Justin C[ifford Company Name Mai[ing Address Job Title: ParkMohile, LLC 1100 5qrin� Street, NW, At[anta, GA 30309_ Treasurer Page�34 Docusign Envelope ID: 9ED29A78-0585-4BBB-929D-B5BFF19783D5 PROPOSAL FORM 16: ARIZONA CONTRACTOR REQUIREMENTS tn the e�ent the Awarded Supplier desires to pursue publit sector opportunities in the State of Arizona, it is important to understand the requirements for working with those public agencies. 7he documentation and information contained in this proposal form are intended to pro�ide the Respondent with documentation that coufd be rele�ant to the pro�iding products & services to public agencies in the State of Arizona. it is the responsibility of the public agency to ensure they are in complEance with iocal requirements. AZ Compliance with Federa! and State Requirements Contractor agrees when working on any federally assisted projects with more than $2,000.00 in labor costs, to compEy with al! federal and state requfrements, as well as Equal Opportunity Empfoyment requirements and all other federal and state laws, statutes, etc. Contrador agrees to post wage rates at the work site and submit a copy of their payroll to the member for their fifes. Contractor must retain records for three years to alfow the federaf grantor agency access to these records, upon demand. Contractor aiso agrees to comply with the Arizona Executi�e Order 75-5, as amended by Executi�e Order 99-4. When working on contracts funded with Federal Grant monies, contractor additionalfy agrees to comply with the administrati�e requirements for grants, and cooperati�e agreements to state, local and federa[iy recognized Indian iribal Go�ernments. AZ campliance with warlcforce requirements Pursuant to ARS 41-44Q1, Contractor and subcontractor(s) warrant their compiiance with all federa! and state immigration laws and regulations that relate to their employees, and compliance with ARS 23-214 subsection A, which states, ..." e�ery employer, after hiring an employee, shalf �erify the employment eligibifity of the employee through the E-Verify program" CCOG reserves the right to cancel or suspend the use of any contract for violations of immigration laws and regulations. CCOG and its members reserve the right to inspect the papers of any contractor or subcontract employee who works under this contract to ensure compliance with the warranty above. AZ Contractor Employee Work Eligibility By entering into this contract, contractor agrees and warrants compliance with A.R.S. 41-4401, A.R.S. 23-214, the Federaf Immigration and Nationality Act (FINA), and ail other Federal immigration laws and regulations. CCOG and/or CCOG members may request �erification of compliance from any contractor or sub-contractor performing work under this contract. CCOG and CCOG members reserve the right to confirm compliance. In the e�ent that CCOG or CCOG members suspect or find that any contractor or subcontractor is not in compliance, CCOG may pursue any and all remedies a[lowed by iaw, inc�uding but not Eimited to suspension of work, termination of contract, suspension and/or debarment of the contractor. A[I cost associated with any lega[ action wil� be the responsibiEity of the contractor. AZ Non-Compliance Ali federally assisted contracts to members that exceed $10,000.00 may be terminated by the federal grantee for noncompliance by contractor. in projects that are not federal[y funded, Respondent must agree to meet any federal, state or local requirements as necessary. In addition, if compiiance with the federal regulations increases the contract costs beyond the agreed upon costs in this solicitation, the additional costs may only apply to the portion of the work paid by the federa[ grantee. Page � 35 Please onswer the Ilowin uestian,l es lease corn lete this Pra sa! Form. Docusign Envelope ID: 9ED29A78-0585-4BBB-929D-B5BFF19783D5 Registered Sex OfFender Restrictions (Arizonaj For work to be performed at an Arizona school, contractor agrees that no empioyee or employee of a subcontractor who has been adjudicated to be a registered sex offender wilk perForm work at any time when students are present, or reasonably expected to be present. Contractor agrees that a violation of this condition shait be considered a material breach and may resu[t in the cancellation of the purchase order at the CCOG members discretion. Contractor must identify any additional costs associated with compliance to this term. If no costs are specified, compliance with this term will be provided at no additiona[ charge. OfFshore PerFormance of Work Prohibited Due to security and identity protection concerns, direct services under this contract shal! be performed within the borders of the United States. Terrorism Country �i�estments: In accordance with A.R.S. 35-392, CCOG and CCOG members are prohibited from purchasing from a company that is in violation of the Export Administration Act. By entering into the contract, contractor warrants compliance with the Export Administration Act. The undersigned hereby accepts and agrees to comply with all statutory compliance and notice requirements listed in this document. Does Respondent agree? Yeso��"�,,,.'"" . {]nitials of Authorized Representative} Date:4/26/2024 (The resf of fhis page is infentionally left blankJ Page � 36 Docusign Envelope ID: 9ED29A78-0585-4BBB-929D-B5BFF19783D5 PROPOSAL �ORM 17: NEW JERSEY REQUIREMENTS In the event the Awarded Supplier desires to pursue public sector opportunities in the State ai Idew Jersey, it is important to understand the requirements for working with thase public agencies. The dacumentation and information contained in this praposal form are intended to pro�ide the Respondent with documentation that could be relevant ta the pro�iding products & services to pubfic agencies in the State of New Jersey. It is the responsibility of the pubfic agency to ensure they are in compiiance with lacaf requirements. New Jersey �endars are alsa required ta campiy with the fo[lowing New Jersey statutes when applicabfe: • AIf anti-discrimination (aws, including those contained in N.J.S.A. 10:2-1 thraugh N.J.S.A. 10:2-14, N.J.S.A. 10:5-1, and N.J.S.A. 10:5-31 through 10:5-38. • Compliance with Prevailing Wage Act, NJ.S.A. 34:11-56.26, for all contracts within the contemplation of the Act. • Comp[iance wlth Public Works Contractor Registration Act, N.J.S.A. 34:11-56.26 • Bid and Performance Security, as required by the applicable municipal ar state statutes. A. Ownershi Disdosure Form NJ.S 51:15-14.2 Pursuant to the requirements of P.L. 1999, Chapter 440 effective April 17, 2000 (Local Pu61ic Contratts Law), the Respondent shail complete the form attached ta these specificatians [isting the persons owning 10 percent (1D96) or more of the firm presenting the proposa[. Campany Name: Streetc City, State, Zip Code: ParkMobile. LLC ilOD Spring Street NW, Suite 20D At[anta, GA 3Q309 Complefe as aAProArlvle: !, Click ar tap i�ere tc� enter t�xt. , certify thot 1 am the sole ow+ner of Click ar ta� h�r� ie� eni�r texl., that there are no partners and the business is not incorporated, ond the provisions of N.1.5. 52:25-24.2 do not apply. ORt !, Click or tap here tr� enter text., a portner in C�ic�C or ta� h�re to �nt�r Lext., do hereby certify thot the fo!lowing is a list of o!! individua! partners who own o 10% or greater interest therein. 1 further certify thot if one (1J or more of the portners is itself o corporation or portnership, there is also set forth the nomes and addresses of the stockholders holding 10% or more of thot corporation's stock or the individual partners owning 1095 or greater interest in thot partnership. OR. !, lustin Clifford, an a�thorized representative of ParkMobile, [[C, a�ey�efe�t',FePr flrrrrr�e� 6i;�bidrt�a carrr�errry, do hereby certify thot the fo!lowing is a list af the names and addresses of a!! stackholders in the corporation who own 1095 or more af its stack of any class. f further certify that if ane (1) or more af s�ch stockholders is itself a corporation ar partnership, that there is also set forth the names and addresses of the stockholders holding 109b or more of the corparation's stock or the individual partners owning a IO% or greoter interest in thot partnership. (Note: if there are no partners or stockholders owning 10% or more interest, indicate none.j Name Address Interest Page ( 37 Please answer the o!lowin uestinn. l es cnm lete thls Prn sa! Form. Docusign Envelope ID: 9ED29A78-0585-4BBB-929D-B5BFF19783D5 ParkMobile 115A, inc. 1100 5pring 5treet NWs Suite 200, 30096 Atfanta, GA 30309 I further certify that the statements and information contained herein, are complete and correct ta the best of my knawiedge and belief. Signature: pate: /26/2Q24 (The rest o�this page rsintentionolly left blank) Page ( 38 Docusign Envelope ID: 9ED29A78-0585-4BBB-929D-B5BFF19783D5 S. Non-Collusfon A�davit Respondent Name: ParkMobi[e, LLC 5treet Address: 1_ 1� 5pring 5treet NW, 5uite 2Da City, State Zip: Atlanta. GA 30309 State of �ecargi� Coun ty of Fulton I, lustin Gifford of the Atlon[a in [he Covnty of Fulton, Sta[e of Georgia of fu!! age, being dvly sworn according [o !aw on my aath depase and say [har. ! am the Treasurer of the frrm of ParkMobile, LLC the fiespondent making the Proposal for [he goods, services or pvblic work specifred underthe Marrison Tawnship Board of Education attached propasal, and that! execu[ed ihesaid proposal wi[h full authority fo do so; [hat said ltespandent has naf direc[ly ar indirectly en[ered into any agreement, participated in any collusian, or o[herwise taken any action in restraint of free, competitive bidding in connectlon with the above proposal, and that all statements con[ained in said bid proposal and in this affrdavit are true and correct, and made wifh full knowledge tha[ the Narrison Township Board of Edvcatian relies vpon [he [rufh of ihe s[afements con[ained in said bid proposa! and in ihe sta[ements cantained in this affdavit in awar�ding the conrrocr jor rhe sald gaods, services or pvblic work. I further warrant [hat na person or selling agency has been emplayed or refained to solicit or secvre svch contract upon an agreement or vnderstanding far a commission, percentage, brakerage or contingent fee, except bona fide employees or bona fide esfoblished commercia! or se!ling agencies marntained by Authorized signature: Job Title: stin Clifford, Treasurer 5ubscribed and sworn before me this l � �'day of � � � 20� , � k i � �.6 Nptary Public of �fe rsey My commission e��ires , 20,� SEAL Page [ 39 Docusign Envelope ID: 9ED29A78-0585-4BBB-929D-B5BFF19783D5 C, A1�inrrafiveActionAl�idavit P,L. ?9T5 C.?2 Company Name: ParkMabile, LLC Street Address: 1100 Spring Street NW, Suite 200 City, State, Zip Code: Atlanta, GA 30309 8id Proaosal CertifJtctian: Indicate below yaur compliance with Newlersey Affirmative Actian regufations. Yaur prapasa! wi!! 6e accepted even if yau are nat in complianre at this time. No ca�tract and/ar purchase order may be issued, however, unti! allAffrrmative Actian requirements are met. Re ulred A rmative Artlan Evfdence: Pracurement, Prafessianal & Service Cantracts (Fxhibit AJ Suppliers must submit with praposot: 1. A phata rapy af thelr Federa! Le[ter af A�rmative Action Plan Approval OR 7. A phata capy af their Certii►cate of Empiovee lnformation Report OR 3. A complete A�rmative Action Emplayee fnfarmatian Repart (AA302} Pt�blic Worlc — Qver 30 O�QO Tatal Pro ect Cast: �No appraved Federa! or New lersey Aff rmative Artian Plan. We wi!! romplete Report Farm AA201 A upan rereiptfram the Narrison Tawnship Board of Educatian OApproved Federol or Newlersey Plon —certificote enclased ! further certify that the statements and infarmatian cantained herein, ore romplete and correct ta the 6est af my knawledge and belief. Authorized Signature: Title of Signatory: reasurer Date: 4/Z6/2024 RL 1995, t.127 f NJ.A.C. 17:27) MANDAT�RY AFFIRMATlVE ACTlQN LANGUAGE PRQCUREMENT PR�FESSIQNAL AND SERVICE CONTRACTS During the performanre of this contract, the contractor agrees as follaws: 7he contrador or subcontractor, where applicable, will not discriminate against any employee or applicant for employment because of age, rare, creed, color, nationa! origin, ancestry, marita[ status, sex, affectional or sexual orientation. The contrador will take affirmati�e actian to ensure that surh applicants are recruited and employed, and that employees are treated during employment, without re�ard to thefr a�e, race, creed, coEor, national origin, ancestry, maritaE status, sex, affectional or sexual orientatian. Such action shall include, but not be limited to the folfowing: employment, upgrading, demotion, or transfer; rerruitment or recruitment Page � 40 Docusign Envelope ID: 9ED29A78-0585-4BBB-929D-B5BFF19783D5 t..,�R�l E'� _-.,, Taxpayer ldentificalion# 251-905-3501000 Dear 8usiness Rep�esenlali�e: 10/16/12 Congratulatians! Yau are now regisfered with th�; New Jersey Di�ision of Revenue. L]se the Taxpayer lde�tification Number listed above on all correspondence with the Divisions of Re�enue ar�d Taxaiion, as well as wilh the �epariment of Labor {iF the business is subjec# 1a unemploymen# with�aldings). Your tax returns ar�d payments will be filed under this number, and you will be able ta access information about your accounl by referencir�g it. Addiiionally, please note that Sta1e iaw requires a!I contractors and suhcontractors with Public agencies to pro�ide praof of their registration with 1he Division af Revenue. The law also amended Sectian 92 af ihe Casina Control Act, which deals wiih the casino service industry. We have attached a Proof of F2egistralion Certifcate for yaur use. To compiy with the law, if yo� are currently under contract or entering inio a cvntract wilh a State agency, you must prov�de a copy pf 1he eertifi�aie tp the contracling agency. If you have any questions or require more information, feel free to call our Registration Notline at (609}292-9292. I wish you co�tinued success in your business endea�ors. 0 James J. Fruscione Director New Jersey Di�isian a( �tevenue STATE OF MEW JERSEY TAXPAYER NAME: PARICMaBiLE USA, INC. Sin�erely, B1151NE55 #�EGiSTRATION CERTIFICATE A�DRESS: 3200 COBB GALLERIA PiCWY STE t0 ATLANTA GA 30339 EFF�CTIVE DA�E: 10/16/12 TRA�E NAME: SEQUENCE NUM BER: 1746578 fSSUANCE DATE: REPARTMENT 4F 7RE45i DIviSIOiJ OF REVENUE PO BOX 252 TRENTON, H .1 066A6-p252 10116/12 �� . p�recEor New Jersey Qiwsion of Revenue ,_.��, STATE OF NEW JERSEY BUSINESS REGISTRATION CERTIFICATE Taxpayer Name:PARKMOBILE LLC Trade Name: Address:3200 COBB GALLERIA PKWY SE ATLANTA, GA 30339 Certificate Number:2389850 Effective Date: Date of Issuance:June 12, 2020 For Office Use Only: 20200612054349553 Docusign Envelope ID: 9ED29A78-0585-4BBB-929D-B5BFF19783D5 Fo� a�Q2 STATE OF NEW JER$EY Re�'. 1FI11 pivis;on otPurchas. i� Property Cw�t►ad Cornpliance Audit UAit FFO Moniboring Progrsm EIYIPLAYE� INFORM4T.�RH.RFp�� W�OI!'fi11�E3-�AU iNSIRUQIONS CAf�l1LLY B9a0RE CON&]�f1NG FORAI FNLIAiE 70 PROP9iLY COMPLEIE T1iE ERf11qE PORNk AI+� 17d SI1BM1717� REQUE€iFD 5150.00 F� MpY L�hY 155UAhlU� OF YOUR C6ti1RCATE 00 NoT SUSMIS g67 fiBOfiT FOR SECIION B, ifEM n. For InStrucUons on aomplelirg #rc iwm, gn fa .h�3.-flwcw.,5�¢�,r.E,.�sf.k.re?scrglronir c4 [ore;r!iurFs,,lr;��+rac_r,_41g�l,`nrr.zsh:aaR2Er,�,7G! 1. [7D.1Q0_ OR 50QAL SBCQRITY I 2'iYPE OP BUSI11i�SS 1 � 1. MI+G � 2 SBRVICB � 3. WHRIPSALB 3s-�9ay93a j ❑ 4.RSfAQ. ❑ 5.01HFdi 4. COI�fPANY NAki6 Pa►kMobi�e. Lle 5. 31RFE]' CiIY COUNTY STATF. ZCP CODE 11 pp Spring 5treet NW A#larna Fulton GA 303D4 6. NA[�ffi OF PAItFNT OR AFPII.fATH3 COMPANY(Q�NONH, � II�IllllICAT� CITY 3TATE ZIP CODE T. CFlECK ON8:13 7�36 CO�ANY: � 9[NG3.B.SYI'ASW �' [iMP[AYHR � MU[.Ti-BSl'ASLISHINQ]T II�SPiAY6R 9. TOTn[. NUE�ER oP ffi�LOY�S AT SSPAHu�iT WfF1CH HAS BESN AWARA�'PID9 C�i1RA4't' 220 1Q POSL[C AC�TCY AWAADafG CONTAAGT 21. Rgat a4P�� �Pa+t7 �P�� �P�Y� � Yi1OR4SVNPAYROLL ao pnplpyep n aP�� ��B�Y. a�ter 4 mu. lnemda A[L empioyaos, mt ju� thase in n JOB CATEGORIES OfAe4�is! IM�nag��s '* Pnofr6ia�u� 168 S�nld�ns Q Sal�slliodars 0 Oii'wr k [krical 8 Cra(lrrmts�s [S�dil�d} Up�rafir�t I�Fa1f��d} Eabarr.s [UntkYl�d] ' SuridVYorfo�xs � Toriu 20 Total �mplogm�nt From pr�riouc 2 ICAL.3 7 4�[RdJY STA18 7,R' CODB =�ur n aIl lioea �md'm aLL aolu�a Wh� H�an em /mu�miaorily inod�ml�Z 83. DOAA�TSVBMA' n r.++o.��..s+'++. �ew�r N013 MIN. BLAQC IDSPANCC II�li]tAN A,4IAN MII1. 73 1 } 5 'E 2 7 78 1102 3. 7�7'Al, NO. �[AYERS IN 7FIB ffi+1TRi8 CpblPAtaSC �zo l� 13 s�mpwary a� rsro- The �belaw simd NOT bE inClLdEd in the 6giues far tUe app�apriate categories above. TIdK �CmploareK 1� HQW WA3 ENFORMA'.C[ONF AS TO RACB OR BTH@IIC GROUP I3d SEC7iO1V S OBTAII+I�J ld. iS THI$ THE BIRb'7' 15. TFNO, DA'I'BI,AST � 7. V'vaoal Slrvey �2. �laym��i Recard �]3. O@�Cr iSp�CdY) F�1o3'ee Inf'o�tiaa AEPORT SU6M1"FIID R�� ���f MO. DAY YSAR 13. LATE$ OF PAYROCL PffiZIOD i75�1 l Fmm: Tn: l. YH$ � 2. NO❑ I SE[iION C -SlCNAiUfffi AI�O IQEMIEFtCA71pN 16.NAM�OFQIIdSONC4MFf.El1NGFORM(P�iatarTypo) ACiNA�'[7RC 71TLE DATE MO DAY YBAR Justin Clii€ord Treasurer I I I n. annx�ss xo. � srx�r crrsr coa� s�rnae � cona �orm (,u�aa oorffi, rro.,�sro�} 110pSpringStreet3�IW Atlarit_, Fulton GA 9p3p9 7iQ " 818 - 9�36 Docusign Envelope ID: 9ED29A78-0585-4BBB-929D-B5BFF19783D5 advertising; (ayoff ar terminatian; rates of pay pr pther fprms of compensation; and sefection for training, including apprenticeship. The contractor agrees to post in conspicuous places, available to employees and applicants for emplpyment, notices ta be provided by the Public Agency Compliance Officer setting forth pro�isions af this non-discrimination clause. 7he cantractor ar su6contractar, where applicable wilf, in all sp[icitations pr ad�ertisement for emplpyees placed hy or on behalf of the cantractor, state that all quafified appiicants will receive consideratian for emplpyment withput regard to age, race, creed, color, national arigin, ancestry, marital status, sex, affectianal or sexual orientatian. 7he cantractor or su6contractor, where appficabfe, will send to each la6or union pr representati�e of workers with which it has a collective bargaining agreement or other contract or understanding, a notice, to he pro�ided 6y the agency cpntracting officer ad�ising the labar unian ar warkers' representati�e of the contractor`s commitments under this act and shall ppst copies pf the notice in conspicuaus piaces a�ailable to employees and appEicants for empfoyment. The contractor or su6contractor, where appfica6le, agrees to camply with any regulations promulgated hy the Treasurer pursuant ta P.L. 1975, c. 127, as amended and suppfemented from time to time and the Americans with pisabilities Act. The contractor or su6contractor agrees to attempt in good faith to emplay minority and female workers trade consistent with the applicab[e county empEoyment goa! prescri6ed by N.J.A.C. 17:27-5.2 promulgated by the Treasurer pursuant to P.L. 1975, C.127, as amended and supplemented from time to time or in accordance with a binding determination of the applicable county emplayment goals determined 6y the Affirmati�e Actian Office pursuant ta N.J.A.C. 17:27-5.2 promulgated by the Treasurer pursuant to P.L. 1975, C.127, as amended and suppfemented from time to time. The contractor or subcontractor agrees to inform in writing appropriate recruitment agencies in the area, including employment agencies, placement bureaus, cofleges, universities, fa6or unions, that it does not discriminate on the basis pf age, creed, color, natianal origin, ancestry, marital status, sex, afFectional or sexual orientation, and that it will discontinue the use of any recruitment agency which engages in direct pr indirect discriminatory practices. 7he contractor or su6contractor agrees to re�ise any of it testing procedures, if necessary, to assure that all perspnne( testing canforms with the principles of job-related testing, as esta6lished by the statutes and court decisions of the state pf New Jersey and as established 6y applica6le Federal law and applicable Federal court decisions. The contractpr or su6contractor agrees to re�iew all procedures re(ating to transfer, upgrading, dawngrading and lay-ofF to ensure that al[ such actions are taken without regard to age, creed, calor, natianal origin, ancestry, marital status, sex, affectional or sexual orientation, and conform with the applicabfe employment goals, consistent with the statutes and court decisions of the 5tate of fVew Jersey, and applica6le Federaf law and applica6le Federal caurt decisians. The contractar and its subcontractors shall furnish such reports or other documents ta ti�e Affirmati�e Actipn Office as may be requested 6y the affice from time to time in order to carry out ti�e purposes af these regulatipns, and pu6lic agencies sha�l furnish such information as may be requested 6y the Affirmati�e Actipn Office for cpnducting a compliance irnestigation pursuant to 5ubchapter 10 of the Administrative Code (NJAC 17:Z7�. � r .__. ___..�.__�__ Si ure of Procurement Agent (Tl�e rest of tl�is page is i�tentio�olly left blcnkJ Page � 41 Docusign Envelope ID: 9ED29A78-0585-4BBB-929D-B5BFF19783D5 D. C. 21'1 Political Contributior� Dlsciosure Form PUBLIC AGENCY INSTRUCfIONS This page pro�ides guidance to public agencies entering into cantracts with business entities that are required to file Political Contribution Disclosure forms with the agenry, it is not intended to be provided to contractars. What foflows are instructions on the use of form focal units can provide to contractors that are required to disclose political contributions pursuant to N.J.S.A. 19:44A-20.2b (P.L. 2005, c. 271, s.2). Additianaf information is available in Lacal Finance Notice 2�6-1 (hte s: v��nrv�.n'. ov dca di�isians d[ s resources Ifns 2�f�6.html). 1. The disclosure is required for alf contracts in excess of $17,5Q0 that are not awarded pursuant to a"fair and open" process N.J.S.A. 19:4.4A-2Q.7�. 2. Due to the potential length of some contractor submissions, the public agenry should consider allowing data to be submitted in electronic form (i.e., spreadsheet, pdf file, etc.j. Submissions must be kept with the contract documents or in an appropriate computer file and be a�ailabfe for pubiic access. The form i5 worded to accept thi5 alternate submissian. The text should be amended if eiectronic submission will not be allawed. 3. The submission must be recei�ed from the contrattor and on file at (east 10 days prior to award of the contract. Resolutions of award should reflect that the disclosure has been received and is an file. 4. The contractor must disclose contributions made to candidate and party committees co�ering a wide range of public agencies, inciuding a11 public agencies that ha�e elected officia[s in the counry of the public agency, state fegislative positions, and �arious state entities. The Di�ision of Local Go�ernment Services recommends that contractors be provided a list of the affected agencies. This will assist contractors in determining the campaign and political committees of the officia[s and candidates affected by the discfosure. a) "fhe Di�ision has prepared model disclosure forms far each county. They can be downloaded from the "County PCD Forms" link on the Pay-to-Play web site at htt s: +�ewwostate.n'.us dc� d�v€sicsns di s ro rarris a 2 la .htrral They will be updated from time-to-time as necessary. b) A public agency using these forms shou[d edR them to proper[y reflect the carrect legislatfve district(s). As the forms are county-based, they list all legislat€�e districts in each county. Districts that dv not represent the public agency shvuld be remove� from the lists. cj Some contractors may find it easier ta provide a single list that co�ers aEl contributions, regardEess of the county. Yhese submissions are appropriate and should be accepted. dj Yhe form may be used "as-is", subject to edits as described herein. e) Yhe "Contractor Instructions" sheet is intended to be pro�ided with the form. It is recommended that the Instructions and the form be printed on the same piece of paper. The form notes that the instructions are printed on the back of the form; where that is not the case, the text shouid be edited accordingly. f} The form is a Word document and can be edited to meet local needs, and posted for download on web sites, used as an e-mai[ attachment, or pro�ided as a printed document. 5. It is recommended that the contractor also compfete a"Stackholder Disclosure Certification." This will assist the [ocal unit in its obfigation ta ensure that contractor did not make any prohibited contributions to the committees listed on the Business Entity Disclasure Certification in the 12 months prior to the contract. (5ee Local FEnance Notice 2006-7 for additional informatian on this obligation] Asample Certificatian form is part ofthis package and the instructian to complete it is included in the Contractor lnstructions. NOTE: This section is not applicable to Boards of Education. Page � 42 Docusign Envelope ID: 9ED29A78-0585-4BBB-929D-B5BFF19783D5 CONTRACTOR lNSTRUCTIONS Business entities (contractorsj recei�ing contracts from a public agenry in the state of fVew Jersey that are NQT awarded pursuant to a"fair and open" process (defined at N.J,S.A. 19:44A-2Q.7j are subject to the pro�isions of P.L 2QQ5, c. 271, s.2 NJ.S.A. 19:44A-20.26j. This !aw pro�ides that 1Q days prior to the award of such a contract, the contractor shall disclose contri6utions to: • any State, county, or municipa! committee of a political party • any legislati�e [eadership committee' • any continuing political cammittee (a.k.a., politica! action committee) • any candidate committee of a candidate for, or hofder of, an electi�e affice: 0 of the pu6lic entity awarding the cantract 0 of that county in which that pu6fic entity is located o flf anather public entity within that county o flr flf a legislati�e district in whEch that public entity is located or, when the public entity is a counry, of any legislative district which inc[udes all or part of the county. The disclosure must list reportable contributions to any of the committees that exceed $300 per election cycle that were made during the 12 months prior to award of the contract. 5ee N.1.S.A. 19:44A-S and 19:44A-16 for more details on reportable contributEons. IV.J.S.A. 19:44A-20.26 itemizes the parties from whom contri6utions must be disc[osed when a business entity is not a natural person. This includes the follow€ng: • indi�iduais with an "interesY' ownership or control of more than 10% of the profits or assets of a business entity or 10% of the stack in the case of a business entity that is a corporation for pro�t • all principals, partners, officers, or directors of the 6usiness entity ar their spauses • any su6sidiar[es direttly or indirettEy controlied by the 6usiness entity • IR5 Code 5ection 527 New Jersey 6ased organizations, directly or indirectly controlfed by the business entiry and fiEing as cflntinuing political committees, (PACsj. When the business entity is a natura[ person, "a contributian by that person's spouse or child, residing therewith, shall be deemed to 6e a contri6ution by the business entity." [N.J.5.A.19:44A-20.26(b)] The contributor must be listed on the disclosure. Any 6usiness entity that faifs to compEy with the disclosure pro�isions shall 6e su6ject to a fine imposed by ELEC in an amount to be determined by the Commission which may be based upon the amount that the business entity failed to report. The enclosed fist of agencies is pro�ided to assist the contrattor in identifying those public agencies whose e#ected official and/or candidate campaign committees are affetted by the disclosure requirement. ft is the contractors responsibility to identify the specific committees to which contri6utions may ha�e 6een made and need to be disclosed. The disclosed information may exceed the minimum requirement. The enclosed form, a content-tonsistentfacsimife, or an elettronic data �le cantaining the required details (along with a signed cover sheet) may 6e used as the contrattars submission and is disclosable to the public under the Open Pubfic Recards Act. The contractor must alsfl complete the attached 5tockholder Disclosure Certification. This will assist the agency in meeting its obligations under the (aw. NOTE: This sect€on does not app[y ta Board of Education tontracts. 1 N.J.S.A. 19:44A-3(sj: `?he term "legislati�e feadership committee" means a committee established, authorized to 6e established, or designated by the President of the 5enate, the Minority Leader of the 5enate, the 5peaker of the General Assembly or the Minority Leader of the General Assembly pursuant to settion 16 of P.L.1993, c.65 [C.19:44A-l0.lj for the purpose of recei�ing contributions and making expenditures." C. 271 POL[T[CAL CONTR[BUT�ON DISCtOSURE FORM Required Pursuant Tfl N.J.S.A. 19:44A-20.26 Th�s form or its permltted facsimile must be submitted to the local unit no later than 10 days prior to the award of �e contract. Part I — Vendor tniortnation Page J 43 Docusign Envelope ID: 9ED29A78-0585-4BBB-929D-B5BFF19783D5 Vendar Name: ParkMobile, LLC Address: 1100 Spring 5treet NW, 5uite 200 City: Atlanta State: GA Zi ;3Q309 The undersigned 6eing authorized to certify, hereby certifies that the submission pro�ided herein represents comp[iance with the pro�isions of N.1.5.A. 19:44A-20.26 and as represented by the ]nstructions accompanying th9s form. .�.-�-M—�-------'...._ Justin Cfffford Treasurer ignature of Vendor Printed Name Title Part tl — Contribution Discbsure Disclosure requirement: Pursuant to NJ.S.A. 19:44A-2D.26 this disclosure must include all reportabfe po[itical contributions [more than $3Q0 per e[ection cycle) o�er the 12 months prior to submission to the committees of the go�ernment entities (isted on the form pro�ided by the local unit. Check here if disclosure is provided in electronic farm. Contributor Name Recipient Name Date Dollar Amount N/A $ ❑ Check here if the information is continued on subsequent page�sj Page � 44 Docusign Envelope ID: 9ED29A78-0585-4BBB-929D-B5BFF19783D5 Continuation Page C. 271 POLETICAL CONTRIBUTION DISCLOSURE FORM Required Pursuant To N.J,S.A. 19:44A-2Q.26 Pa�e ,� of Vendor Name: Contributor Name Recipient Name Date Daflar Amount Contributot Nart�e Recipient Name Oate Amount Contributor Name Recipient Name Date Amount Contributor Name Recipieni Name �ate Amount Cantribu#or Name Reci ierst Name Date Amount Contribuior Name Recipient Name Date Amount Contributor Name Recipi�nt Name Date Amount Contributor Name Recipient Name Date Amount Contributor Name Reci ient Name Date Amaunt Contributor Name Recipient Name Date Arr�ount Contributor Name Reci ient Name I}ate Arr�aunt Contribuior Name Recipient Name Date Amount Cantributor Name Recipient Name Date Amount Contributor Name Recipient Name pate Amount Contributor Name Re�ipient Name Date Amount Contributor Name Recipient Name Date Amount Contributor Name Recipieni Name �ate Amount Contributor Name Reci ient Name Date Amou�t Contributor Name itecipient Name Date Amount Contributor Narr�e Recipient Name Date Amount Cantributor Name Recipient Name Date Amount Contributor Name Recipient Name Date Amount Contributor Name Reci ient Name Date Amount Contributor Name Recipient Name Date Amount Contributor Name Recipient Name Date Amouni Contributor Name Recipient Name D�te Amaunt Contributor Name Recipient Name Date Amount Contributor Name itecipient Name Date Amount Contributor Name Retipient N�me Date $Amount Cpntributor Name Reci ient Name Date $Amount Contri6utor Name Recipient Name date $Amount Contributor Name Recipient Name �ate $Arrsount Contributor Name Reci ient Narr�e �ate $Amount ❑ Check here if the information is continued on subsequent page(s} Page j 45 ~ Docusign Envelope ID: 9ED29A78-0585-4BBB-929D-B5BFF19783D5 List of Agenc�es with Elected Officlals Required for Po[itical Cvntribution Disclosure N.J.S.A.14:44A-20.26 County Name: State: Go�ernor, and Legisfative Leadership Committees Legislative District #s: State Senator and two members of the General Assembly per district. County: Freeholders County Clerk Sheriff {County Executive} Surrogate Municipalities (Mayor and members of governing body, regardless of title�: USERS SHOULp CREATETHEIR OWN FORM, OR DOWNLOAD FROM WIAIIAI.PVJ.GO�/{]�A/LGS/P2P A COUNTY-BASED, CUSTOMIZABLE FORM. ' E. Sfoclsholder Disclosure Certification Name vf Business; ParkMobile, LLC � I certify that the [ist be[ow contains the names and home addresses of a!I stockholders holding 1046 or more of the issued and outstanding stock of the undersigned. OR ❑ 1 certify that no one stockhofder owns 1096 or more of the issued and outstanding stock of the undersi$ned. Check the box that represenu the type af business organization: ❑ Partnership ❑ Corporation ❑ Sole Propr�etorship ❑ Limited Partnership � Limited Liabi[ity Corporation ❑ Limited Liabi[ity Partnership ❑ Subchapter S Corporation Sign and notarize the fprm below, and, if necessary, comp[ete the stockholder fist befow. Name: ParkMobiie USA, Inc. Home Address: 1100 5pring Street NW, Suite 200 Home Address Atlanta, GA 30309 Name: Stockholder Name Home Address: Home Address Name: Stockholder lVame �fame: 5tockholder I�ame Page � 46 Docusign Envelope ID: 9ED29A78-0585-4BBB-929D-B5BFF19783D5 Home Address: Home Address Name: Stockholder Name Home Address: Home Address �� Subscribed and sworn befare me this � day af `` i 2024. /f `� � f t J=`t�v� � � ` ��E9� �.�,,� _ (Notary ��v �� ICi �F��� J. i���#��� �° e� N�i�ry Pubfsc r I � Stet� o# ��or�i� �, � €3winrt�t4 ��t�rs#�r My Co i��. rr�s F�. Y7 Home Address: liome Address Name: Stockholder Name Home Address: Home Address �- -�,_.._._� [A a nt� Justin Clifford, Treasurer {Corporate Sea1} (ihe rest of this page is intentiona!!y lef� blankJ Page � 47 PROPOSAL FORM 19:GENERAL TERMS AND CONDITIONS ACCEPTANCE FORM Check one of the following responses to the General Terms and Conditions in this solicitation, including the Master Agreement: X We take no exceptions/deviations to the general terms and conditions. (Note: If none are listed below, it is understood that no exceptions/deviations are taken.) We take the following exceptions/deviations to the general terms and conditions. All exceptions/deviations must be clearly explained. Reference the corresponding general terms and conditions that you are taking exceptions/deviations to. Clearly state if you are adding additions terms and conditions to the general terms and conditions. Provide details on your exceptions/deviations below: (Note: Unacceptable exceptions shall remove your proposal from consideration for award. CCOG shall be the sole judge on the acceptance of exceptions/deviations and the decision shall be final.) Page | 53 PROPOSAL FORM 20:EQUALIS GROUP ADMINISTRATION AGREEMENT DECLARATION Attachment A - Execution of the Administration Agreement is required for the Master Agreement to be administered by Equalis Group. Attachment A - Sample Administration Agreement defines i) the roles and responsibilities of both parties relating to marketing and selling the Program to current and prospective Members, and ii) the financial terms between Equalis Group and Winning Supplier. Redlined copies of this agreement should not be submitted with the response. Should a Respondent be recommended for award, this agreement will be negotiated and executed between Equalis Group and the Respondent. Respondents must select one of the following options for submitting their response. Respondent agrees to all terms and conditions in Attachment A - Sample Administration Agreement. Respondent wishes to negotiate directly with Equalis Group on terms and conditions in the Sample Administration Agreement. Negotiations will commence with Equalis Group after CCOG has completed the contract award. Page | 54 COG-2154C Docusign Envelope ID: 9ED29A78-0585-4BBB-929D-B5BFF19783D5 Agreement - Park Mobile & CCOG (Master) 2024.07.01 Final Audit Report 2024-07-16 Created:2024-07-15 By:David Robbins (drobbins@equalisgroup.org) Status:Signed Transaction ID:CBJCHBCAABAAVhLhCXNPjzlKrV7jYWqXtkj9lfUYXptl "Agreement - Park Mobile & CCOG (Master) - 2024.07.01" Histo ry Document created by David Robbins (drobbins@equalisgroup.org) 2024-07-15 - 1:25:04 PM GMT Document emailed to Eric Merkle (emerkle@equalisgroup.org) for signature 2024-07-15 - 1:27:08 PM GMT Email viewed by Eric Merkle (emerkle@equalisgroup.org) 2024-07-16 - 12:17:02 PM GMT Document e-signed by Eric Merkle (emerkle@equalisgroup.org) Signature Date: 2024-07-16 - 12:17:12 PM GMT - Time Source: server Document emailed to fcorlett@solonohio.org for signature 2024-07-16 - 12:17:16 PM GMT Email viewed by fcorlett@solonohio.org 2024-07-16 - 12:17:41 PM GMT Signer fcorlett@solonohio.org entered name at signing as Dr. Franklyn A. Corlett 2024- 07-16 - 12:30:35 PM GMT Document e-signed by Dr. Franklyn A. Corlett (fcorlett@solonohio.org) Signature Date: 2024-07-16 - 12:30:37 PM GMT - Time Source: server Agreement completed. 2024-07-16 - 12:30:37 PM GMT EXHIBIT C- CONFLICT OF INTEREST QUESTIONNAIRE Docusign Envelope ID: 9ED29A78-0585-4BBB-929D-B5BFF19783D5 CONFLICT OF INTEREST QUESTIONNAIRE For vendor doing business with local governmental entity A complete copy of Chapter 176 of the Local Government Code may be found at http://www.statutes.legis.state.tx.us/ Docs/LG/htm/LG.176.htm. For easy reference, below are some of the sections cited on this form. Local Government Code § 176.001(1-a): "Business relationship" means a connection between two or more parties based on commercial activity of one of the parties. The term does not include a connection based on: (A) a transaction that is subject to rate or fee regulation by a federal, state, or local governmental entity or an agency of a federal, state, or local governmental entity; (B) a transaction conducted at a price and subject to terms available to the public; or (C) a purchase or lease of goods or services from a person that is chartered by a state or federal agency and that is subject to regular examination by, and reporting to, that agency. Local Government Code § 176.003(a)(2)(A) and (B): (a) A local government officer shall file a conflicts disclosure statement with respect to a vendor if: *** (2) the vendor: (A) has an employment or other business relationship with the local government officer or a family member of the officer that results in the officer or family member receiving taxable income, other than investment income, that exceeds $2,500 during the 12-month period preceding the date that the officer becomes aware that (i) a contract between the local governmental entity and vendor has been executed; or (ii) the local governmental entity is considering entering into a contract with the vendor; (B) has given to the local government officer or a family member of the officer one or more gifts that have an aggregate value of more than $100 in the 12-month period preceding the date the officer becomes aware that: (i) a contract between the local governmental entity and vendor has been executed; or (ii) the local governmental entity is considering entering into a contract with the vendor. Local Government Code § 176.006(a) and (a-1) (a) Avendor shall file a completed conflict of interest questionnaire if the vendor has a business relationship with a local governmental entity and: (1) has an employment or other business relationship with a local government officer of that local governmental entity, or a family member of the officer, described by Section 176.003(a)(2)(A); (2) has given a local government officer of that local governmental entity, or a family member of the officer, one or more gifts with the aggregate value specified by Section 176.003(a)(2)(B), excluding any gift described by Section 176.003(a-1); or (3) has a family relationship with a local government officer of that local governmental entity. (a-1) The completed conflict of interest questionnaire must be filed with the appropriate records administrator not later than the seventh business day after the later of: (1) the date that the vendor: (A) begins discussions or negotiations to enter into a contract with the local governmental entity; or (B) submits to the local governmental entity an application, response to a request for proposals or bids, correspondence, or another writing related to a potential contract with the local governmental entity; or (2) the date the vendor becomes aware: (A) of an employment or other business relationship with a local government officer, or a family member of the officer, described by Subsection (a); (B) that the vendor has given one or more gifts described by Subsection (a); or (C) of a family relationship with a local government officer. Form provided by Texas Ethics Commission www.ethics.state.tx.us Revised 1/1/2021 Docusign Envelope ID: 9ED29A78-0585-4BBB-929D-B5BFF19783D5 PSA-LF Page 15 of 23 rev. 09/22 EXHIBIT D ParkMobile Service Agreement General Terms and Conditions PARTY CONTACTS Client ParkMobile Legal Name:City of Fort Worth Legal Name:Parkmobile, LLC Contact: Sales Rep:Justin Mottley Email: Email:justin.mottley@parkmobile.io Address: Address: City of Fort Worth 200 Texas Street Fort Worth, TX 76102 Parkmobile, LLC 1100 Spring St. NW Ste 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. USER FEES On-Demand User Fee $0.45 per transaction -- with a revenue share to the Client of $0.01 per transaction Reservation User Fee 14% of parking fee “No-Charge” Reservation Service Fee $0.00 per no-charge reservation 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) 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 PSA-LF Page 17 of 23 rev. 09/22 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.Except as required by the Texas open records act, 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 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. 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 Reserved. 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 Reserved. 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 Reserved 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, PSA-LF Page 19 of 23 rev. 09/22 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.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 Reserved. 11. ADDITIONAL TERMS 11.1 EQUALIS.ParkMobile is an awarded vendor with Equalis Group ("EQUALIS") to provide integrated parking management systems to public agencies at established rates as set forth in EQUALIS Contract No. COG-2154C (“EQUALIS Contract”). Client’s procurement code authorizes the use of other contracts, including the EQUALIS Contract, as an acceptable method of procurement of competitively bid prices. Except as supplemented by the terms of this Agreement, all terms and provisions of the EQUALIS Contract remain unchanged and in full force and effect. All relevant documents related to this section can be found at https://equalisgroup.org/parkmobile/ 11.2 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 Texas (each a “Texas Agency”) that wishes to receive the Services. This provision does not require a Texas Agency to purchase from ParkMobile; however, it allows Texas Agencies, at their sole discretion, to make use of Client’s competitive process and purchase directly from ParkMobile. All purchases made by other Texas Agencies shall be understood to be transactions between that Texas 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 Texas Agency and ParkMobile. 11.3 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 Reserved. 12.5 Reserved. 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 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 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. 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: o a persistent, prominent “call to action” link/button on the parking and/or transportation pages of the Parking Location 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 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, including “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 in connection with ParkMobile’s marketing of the Services as available at such Parking Location. 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 once it has been verified by ParkMobile, LLC via telephone call, otherwise a check will be issued to the address on file.It is the responsibility of the client to notify ParkMobile, LLC 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: VERIFICATION CALL BACK CONTACT PERSON: VERIFICATION 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 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 (the “Account”). This 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.