HomeMy WebLinkAboutEx 5 BPC 3 12 20 Res 2020 04 Passport contractEXH I BIT 5 : Bozema n Parking Commission, tU 2U 20tgPage 1 of 1DBOZEMAN PARKING COMMISSIONRESOLUTTON 2020-04A RESOLUTION OF THE BOZEMAN PARKING COMMISSION OF THE C¡TY OF BOZEMAN, MONTANA,AppRovtNG A SoFTWARE L|CENSE, EQU|PMENT, AND SERVICES AGREEMENT WITH PASSPORT IABS, lNC.,FOR IMPLEMENTATION OF A MOBILE PARKING PAYMENT APPLICATION; AND AUTHORIZING THE PARKINGPROGRAM MANAGERTO SIGN THE AGREEMENT.WHEREAS, Montana Code Annotated 7-14-4621 sets out general powers of a parking commission; and,WHEREAS, the Bozeman City Commission created and empowered the Bozeman Parking Commissionpursuant to Resolution Numbers 1676, 1839, 3803, and 4577 ; and,NOW THEREFORE, BE lT FURTHER RESOLVED that the Bozeman Parking Commission approves anagreement with Passport Labs, lnc. for implementation of a mobile parking payment application; and authorizesthe Parking Program Manager to sign the agreement.PASSED AND ADOPTED by the Parking Commission of the City of Bozeman, Montana, at a session heldon the 12th day of March 2O2O. This resolution shall become effective immediately.Jim Ness, ChairmanBozeman Parking CommissionATTEST:Ed Meece, Parking Program ManagerCity of Bozeman
SOFTWARE LICENSE. DOUIPI\{ENT. AND SERVICES AGRDEMENTPASSPORT LAI}S.INC.THIS AGREEMENT is made and entered into this 5th day of March, 2020 (the "EffectiveDate"), by and between the CITY OF BOZEMAN, MONTANA, a self-goveming municipalcorporation organized and existing under its Charter and the laws of the State of Montana, l2l NorthRouse Street, Bozeman, Montana, with a mailing address of PO Box 1230, Bozeman' MT 59771'hereinafter referred to as "Cþ," afìd Passport Labs, Inc., hereinafter referred to as "Passport" or"Contractor."In consideration of the mutual covenants and agreements herein contained, the receipt andsuffrciency whereof being hereby acknowledged, the parties hereto agree as follows:l. þg¡ggg: City agrees to enter this Agreement with Contractor for the SoftwareLicense and Services described herein and in the Extribits attached hereto and by this reference made^part hereof.2. Term/Effectivc Datc/Renewal: This Agreement is effective upon the Effective Dateand continue for a period of three (3) years (the "Initial Term"). Thereafter, the Agreement shallautomatically renew for additional one (1) year periods (each a "Renewal Term") unless either Partynotifies the other in writing of its intent not to renew no less than one hr¡ndred eighty (180) daysbefore the expiration of Initial Term or Renewal Term, as applicable. In no case' however, may thisAgreement run longer than five (5) years, including the Initial Term and any Renewal Terms'3. Software License. Equipmcnt and Scrvices: Contractor will grant the license andprovide the equipment and services in accordance with the terms in Exhibit A and the Statement ofWork attached hereto as Exhibit C. For conflicts between this Agreement and the exhibits attachedhereto, unless specifically provided otherwise, the Agreement govems.4. Egt@!: City agrees to pay Contractor the amount specified in Exhibit A. Anyalteration or deviation from the described services that involves additional costs above the Agreementamount will be performed by Contractor after written request by the City, and will become anSoftware License, Equipment, and Services Agreement with Passport Labs, Inc.FY 2019 - FY 2020Page I ofll
additional charge over and above the amount listed in Ëxhibit A. The City must agree in writing uponany additional charges.5. Contrnctor's Renresentations: To induce City to enter into this Agreement,Contractor makes the following tepresentations :a. Contractor has familiarizrd itself with the nature and extent of this Agreement, theScope of Services, and with all local conditions and federal, state and local laws, ordinances, rules,and regulations that in any manner may affect cost, progress or performance of the Scope of Services.b. Contractor represents and warrants to City that it has the experience and ability toperform the services required by this Agreement; that it will perfonn said services in a professional,competent and timely manner and with diligence and skill; that it has the power to enter into andperform this Agreement and grant the rights granted in it; and that its performance of this Agreementshall not infringe upon or violate the rights of any third party, whether rights of copyright, trademark,privacy, publicity, libel, slander or any other rights of any nature whatsoever, or violate any federal,state and municipal laws. The City will not determine or exercise control as to general procedures orformats necessary to have these services meet this warranty.6. Indeoendent Contractor Status/Labor Relations: The parties agree that Contractoris an independent contractor for pu{poses of this Agreement and is not to be considered an employeeof the City for any pufpose. Conüactor is not subject to the terms and provisions of the City'spersonnel policies handbook and may not be considered a City employee for workers' compensationor any other purpose. Contactor is not authorized to represent the City or otherwise bind the City inany dealings between Contractor and any third parties.Contractor shall comply with the applicable requirements of the Workers' Compensation Act,Title 39, Chapter 71, MCA, and the Occupational Disease Act of Montana" Title 39, Chapter 71,MCA. Contractor shall maintain workers' compensation coverage for all members and employees ofContractor's business, except for those members who are exempted by law'Contractor shall fumish the City with copies showing one of the following: (l) a binder forworkers' compensation coverage by an insurer licensed and authorized to provide worke¡s'compensation insurance in the State of North Carolina; or (2) proof of exemption from workers'compensation granted by law for independent contractors.In the event that, during the term of this Agreement, any labor problems or disputes of anytype arise or materialize which in turn cause any services to cease for any period of time, Contractorspecifically agrces to take immediate steps, at its own expense and without expectation ofreimbursement from Cþ, to alleviate or resolve all such labor problems or disputes. The specificSoftware License, Equipment, and Services Agreement witlr Passport Labs, Inc.FY 2019 - FY 2020Page2ofll
steps Contractor shall take shall be left to the discretion of Contractor; provided, however, thatConta¡tor shall bear all costs of any related legal action. Contractor shall provide immediate reliefto the ôity ,o as to permit the services to continue at no additional cost to City'Contractor shall indemnifu, defend, and hold the City harmless from any and all third partyclaims, demands, costs, expenses, damages, and liabilities arising out of, resulting from, or occuningin connection with any labor problems or disputes or any delays or stoppages of work associated withsuch problems or disPutes'7. lndemnitv^ilaiver of Claims/lnsurancc: For other than professional servicesrendered, to the fullest extent permitted by law, Contractor agrees to release, defend, indemniff, andhold harmless the City, its agents, representatives, employees, and officers (collectively refened tofor purposes of this Section as the City) from and against any and all third party claims' demands,actions, fees and costs (including attorney's fees and the costs and fees of expert witness andconsultants), losses, expenses, liabilities (including liability where activity is inherentþ orintrinsically dangerous) or damages of whatever kind or nature connected therewith and without limitand without regard to the cause or causes thereof or the negligence of any party or parties that maybe asserted against, recovered from or suffered by the City occasioned by, growing or arising out ofor resulting from or in any way related to: (i) the negligent, reckless, or intentional misconduct of theContractor; or (ii) any negligent, reckless, or intentional misconduct of any of the Contractor's agents'For the professional seryices rendered, to the fullest extent permitted by law, Contractoragrees to indemnifi and hold the City harmless against third party claims, demands, suits, damages,losses, and expenses, including reasonable defense attorney fees, to the extent caused by thenegligence or willful misconduct of the Contractor or Contractor's agents or employees'Such obligations shall not be construed to negate, abridge, or reduce other rights or obligationsof indemnity that would otherwise exist. The indemnification obligations of this Section must not beconstrued to negate, abridge, or reduce any common-law or statutory rights of the indemnitee(s)which would otherwise exist as to such indemnitee(s)'Contractor's indemnity under this Section shall be without regard to and without any right tocontribution from any insurance maintained by Ctty'Should any indemnitee described herein be required to bring an action against the Contractorto assert its right to defense or indemnification under this Agreement or under the Contractor'sapplicable insurance policies required below the indemnitee shall be entitled to recover reasonablecosts and attorney fees incurred in asserting its right to indemnification or defense but only if a courtSoftware License, Equipment, and Services Agreement with Passport Labs' [nc'FY 2019 - FY 2020Page 3 of 1l
of competent jurisdiction determines the Contractor was obligated to defend the claim(s) or wasobligated to indemnifi the indemnitee for a claim(s) or any portion(s) thereof'ln the event of an action filed against city resulting fiom the city's performance under thisAgreement, the City may elect to represent itself and incur all costs and expenses of suit'Contractor also waives any and all claims and recourse against the City or its offrcers, agentsor employees, including the right of contribution for loss or damage to person or property arisingfiom, growing out of, or in any way connected with or incident to the perfonnance of this Agreementexcept "responsibility for his own fraud, for willful injury to the Person or property of another' or forviolation of law, whether \À'illful or negligenf' as per 28-2-702, MCA'These obligations shall survive termination of this Agreement and the services performedhereunder.In addition to and independent from the above, Contractor shall at Contractor's expense secureinsurance coverage through an insurance company or companies duly licensed and authorized toconduct insurance business in North carolina which insures the liabilities and obligations specificallyassumed by the Contractor in this Section. The insurance coverage shall not contain any exclusionfor liabilities specifically assumed by the Contractor in subsection (a) of this Section'The insurance shall cover and apply to all claims, demands, suits, damages, losses, andexpenses that may be asserted or claimeå against, recovered from, or suffered by the City withoutlimit and without regard to the cause therefore and which is acceptable to the city and contractorshall furnish to the Clry un accompanying certificate of insurance and accompanying endorsementsin amounts not less than as follows:. Workers' Compensation - statutory;I Employers' Liability - $1'000'000 per occurrence; $2'000'000 annual aggregate;¡ Commercial General Liability - $1,000'000 per occunence; $2'000'000 annualaggregate;o Automobile Liability - s1,000,000 property damage/bodily injury per accident; and' Professional Liability - $l'000'000 per claim; $2'000'000 annual aggregate'The above amounts shall be exclusive of defense costs. The city of Bozeman, its officers'agents, and employees, shall be endorsed as an additional or named insured on a primary non-conüibutory basis on both the commercial General and Automobile Liability policies' The insuranceand required endorsements must be in a form suiøble to city and shall include no less than a thirtysoftware License, Ewinment,;pdr|îî1îïiåïment with Passport Labs' Inc'Page4ofll
(30) day notice of cancellation or non-renewal. Contractor shall notiff City lÀ'ithin two (2) businessdays of Contractor's receipt of notice that any required insurance coverage will be terminated orContractor's decision to terminate any required insurance coverage for any reason'conlmencing n'ork.8. Termination for Contractor's Fault:a. If Contractor refuses or fails to timely do the wotk, or any part thereof, or failsto perform any of its obligations under this Agreement, ol otherwise breaches any terms orconditions of this Agreement, and if after receiving written notice from the City specifringthe alleged breach Contractor fails to cure the breach within a reasonable time after receipt ofsuch notice, the city may by written notice, terminate this Agreement and the contractor'sright to proceed with all or afiy part of the work ("Termination Notice Due to contractor'sFault,,). The City may then take over the work and complete it, either with its own resourcesor by re-letting the contract to any other third party'b. In the event of a termination pursuant to this Section 8, Contractor shall beentitled to payment only for those services Contractor actually rendered'c. Any termination provided for by this Section 8 shall be in addition to any otherremedies to which the city may be entitled under the law or at equity'd. In the event of termination under this Section 8, under no circumstances, shalleither party be entitled to claim or recover consequential, special, punitive, lost businessopportunity, lost productivity, field offrce overhead, general conditions costs' or lost profitsdamages of any nature arising, or claimed to have arisen, as a result of the termination'g. Termination for Citv's Convenicnce:a. Should conditions arise which, in the sole opinion and discretion of the City,make it advisable to the City to cease perfonnance under this Agreement City may terminatethis Agreement by written notice to contractor ("Notice of Termination for city'sconvenience,,). The termination shall be effective in the manner specified in the Notice ofTermination for city's convenience and shall be without prejudice to any claims thatthe citymay otherwise have against Contractor.Software License, Equipment, and Services Agreement with Passport Labs' Inc'FY 2019 -FY 2020Page 5 ofll
b. Upon receipt of the Notice of Termination for City's Convenience, unlessotherwise directed in the Notice, the Contractor shall immediately cease performance underthis Agreement and make every reasonable effot to refrain from continuing work, incurringadditional expenses or costs under this Agreement and shall immediately cancel all existingorders or contracts upon terms satisfactory to the City. Contractor shall do only such work asmay be necessary to pfeserve, protect, and maintain work already completed or immediatelyin progress.c. In the event of a termination during the Initial Term of this Agreement,pursuant to this Section 9, Contractor is entitled to payment of all the fees for the remainingmonths of the three (3) year Initial Term of the Agreement'd. The compensation described in Section 9(c) is the sole compensation due toContractor for its performance of this Agreement. Contractor shall, under no circumstances'be entitled to claim or recover consequential, special, punitive, lost business opportunity, lostproductivity, field offrce overhead, general conditions costs, or lost profits damages of anynatute arising, or claimed to have arisen, as a result of the termination.10.a. In the event of a claim for damages by Contractor under this Agreement,Contactor's damages shall be limited to contract damages and Contractor hereby expresslywaives any right to claim or recover consequential, special, punitive, lost businessopportunþ, lost productivity, field ofTice overhead, general conditions costs, or lost profitsdamages of any nature or kind.b. In the event Contractor wants to assert a claim for damages of any kind ornature, Contractor shall provide City with written notice of its claim, the facts andcircumstances surrounding and giving rise to the claim, and the total amount of damagessought by the claim, within thirty (30) days of the facts and circumstances giving rise to theclaim. In the event Contractor fails to provide such notice, Contractor shall waive all rightsto assert such olaim.11. Renresentatives:a. Citv's Reoresentative: The City's Representative for the purpose of thisAgreement shatl be Ed Meece, Parking Program Manager or such other individual as Cityshall designate in writing. Whenever approval or authorization from or communication orSoftware Li cense, Equipment, ana,3ïîïïit.rï-ent with Passport Labs, I nc'Page 6 ofll
submission to City is required by this Agreement, such communication or submission shall bedirected to the City's Representative and approvals or authorizations shall be issued only bysuch Representative; provided, however, that in exigent circumstances when City'sRepresentative is not available, Contractor may direct its communication or submission toother designated City personnel or agents as listed above and may receive approvals orauthorization from such persons.b. Contractor's Renresentative: The Contractor's Representative for thepurpose of this Agreement shall be Khristian Gutierrez or such other individual as Contractorshall designate in writing. Whenever direction to or communication with Contractor isrequired by this Agreemen! such direction or communication shall be directed to Contractor'sRepresentative; provided, however, that in exigent circumstances when Contractor'sRepresentative is not available, City may direct its direction or communication to otherdesignated Contractor personnel or agents.c. ll@: All notices, consents, and communications required hereunder shallbe given in writing and delivered via electronic mail or mail, shall be deemed to be given uponreceipt thereof, and shall be sent to the address below:If to Passport:Passport Labs, Inc.Attn: Khristian Gutierrez128 S. Tryon St., Suite 2200Charlotte, NC 28202Fax: (888) 804-1783khri stian. gutierrezr.@.Passportinc.conlWith a hard copy to General Counsel and by email to jason.ldilbi@.Passportinc-comIf to City at the contact information provided in Exhibit A.tZ. 4¡þ: Contractor shall provide all notices, comply with all applicable laws,ordinances, rules, and regulations, obtain all necessary permits,licenses, including a City of Bozemanbusiness license, and inspections from applicable governmental authorities, and pay all fees andcharges in connection therewith.Software License, Equipment, and Services Agreement with Passport Labs, Inc'FY 2019 -FY 2020Page 7 ofll
13 Laws and Resulations: Contractor shall comply fully with all applicable state andfederal laws, regulations, and municipal ordinances including, but not limited to, all workers'compensation laws, all environmental laws including, but not limited to, the generation and disposalof hazardous r{aste, the Occupational Safety and Health Act (OSHA), the safety rules, codes, andprovisions of the Montana Safety Act in Title 50, Chapter 71, MCA, all applicable City, County, andState building and electrical codes, the Americans with Disabilities Act, and all non-discrimination,affirmative action, and utilization of minority and small business statutes and regulations.14. Nondiscrimination: The Contractor agrees that all hiring by Contractor of personsperforming this Agreement shall be on the basis of merit and qualihcations. The Contractor will havea policy to provide equal employment opportunity in accordance with all applicable state and federalanti-discrimination laws, regulations, and contracts. The Contractor will not refuse employment to aperson, bar a person from employment, or discriminate against a person in compensation or in a term,condition, or privilege of employment because of race, color, religion, creed, political ideas, sex, age,ma¡ital status, national origin, actual or perceived sexual orientation, gender identity, physical ormental disability, except when the reasonable demands of the position require an age, physical ormental disabilþ, marital status or sex distinction. The Contractor shall be subject to and complywith Title VI of the Civil Rights Act of 1964; Section 140, Title2, United States Code, and allregulations promulgated thereunder. The Contractor shall require these nondiscrimination terms ofits subcontractors providing services trnder this agreement.15.Contractorshall not permit or suffer the introduction or use of any intoxicants, including alcohol or illegal drugs,by any employee or agent engaged in services to the City under this Agreement while on City propertyor in the performance of any activities under this Agreement.The Contractor shall be responsible for instructing and training the Contractor's employeesand agents in proper and specified work methods and procedures. The Contractor shall providecontinuous inspection and supervision of the work performed to the extend necessary at the sole andabsolute discretion of the Contractor. The Contractor is responsible for instructing its employees andagents in safe work practices.16. Modification and Assisn¡bilitv: This Agreement may not be enlarged, modified oraltered except by written agreement signed by both parties hereto. The Contractor may notsubcontract or assign Contractor's rights, including the right to compensation or duties arisinghereunder, without the prior written consent of City. Any subcontractor or assignee will be bound byall of the terms and conditions of this Agreement.Software License, Equipment, and Services Agreement with Passport Labs, Inc.FY 2019 -FY 2020Page E ofll
17. Reports/AccountabilitvÆublic Information: Contractor agrees to develop and/orprovide documentation as requested by the City demonstrating Contractor's compliance with therequirements of this Agreement. Contractor shall allow the City, its auditors, and other personsauthorized by the City to inspect its books and records for the purpose of verifuing that thecompliance with the terms of this Agreement and all applicable provisions of federal, state, and locallaw. The Contractor shall not issue any statements, releases or information for public disseminationwithout prior approval of the City.18. Non-Waiver: A waiver by either party any default or brèach by the other parly of anyterms or conditions of this Agreement does not limit the other party's right to enforce such term orconditions or to pursue any available legal or equitable rights in the event of any subsequent defaultor breach.19. Attorncv's Fecs and Costs: In the event it becomes necessary for either Party to retainan attorney to enforce any of the terms or conditions of this Agreement or to give any notice requiredherein, then the prevailing Parfy or the Party giving notice shall be entitled to seek reasonableattorney's fees and costs, including fees, salary, and costs of in-house counsel to include CityAttomey.20. Lg¡gg: Contractor is obligated to pay all taxes of any kind or nature and make allappropriate employee withholdings.21. Dispute Resolutiong. Any claim, controversy, or dispute between the parties, their agents,employees, or representatives shall be resolved first by negotiation between senior-levelpersonnel from each party duly authorized to execute settlement agreements. llpon mutualagreement ofthe parties, the parties may invite an independent, disinterested mediatorto assistin the negotiated settlement discussions.b. If the parties are unable to resolve the dispute within thirty (30) days from thedate the dispute was first raised, then such dispute may only be resolved in a court ofcompetent jurisdiction in compliance with the Applicable Law provisions of this Agreement'22. Wg!: Contractor's indemnification shall survive the termination or expiration ofthis Agreement for the maximum period allowed under applicable law'23. Hcndinss: The headings used in this Agreement are for convenience only and are notSoftware License, Equipment, and Services Agreement with Passport Labs, Inc'FY 2019 -FY 2020Page 9 ofll
be construed as a part of the Agreement or as a limitation on the scope of the particular paragraphs towhich they refer.24. Severabilitv: If any portion of this Agreement is held to be void or unenforceable, thebalance thereofshall continue in effect.25.Annlicable Lan': The parties agree that this Agteement is governed in all respects bythe laws of the State of Montana.26. Bindine Effect: This Agreement is binding upon and inures to the benefit of the heirs,legal representatives, successors, and assigns ofthe parties.27. No Third-Partv Bcnefici¡rr: This Agreement is for the exclusive benefit of theparties, does not constitute a third-party beneficiary agreement, and may not be relied upon orenforccd by a third party.28. Counterparts: This Agreement may be executed in counterparts, which togetherconstitute one instrument.29. Intesration: This Agreement and all Exhibits attached hereto constitute the entireagreement of the parties. Covenants or representations not contained therein or made a part thereofby reference, are not binding upon the parties. There are no understandings between the parties otherthan as set forth in this Agreement. All communications, either verbal or written, made prior to thedate of this Agreement are hereby abrogated and withdrawn unless specifically made a part of thisAgreement by reference.**** ENI) OF AGREEMENT EXCEPT FOR SIGNATURES *JT'KTTsoftware License, Equipment, and Services Agreement with Passport Labs, Inc.FY 2019 -FY 2020Page l0 ofll
IN ÌVITITIESS IVEDREOF, the parties hereto have executed this insüument the day andyearfirst above w¡itten,crTY oF BOZEMAN, MONTANAPDcnnis Taylor, Interim City ManagerKhristi¡n GutierrezPrint Title: CROAPPROVED AS TO FOR}T:Greg Sullivan, Bozemln City AttorneySoftware Lice¡rse, Equipmen! and Services Agreernent with Passport Labs, Inc'FY 2019 -Fv 2020Page ll ofll
EXHIBIT ASOFTWARE LICENSE AND SERVICESI. GENERÄL TERMSProvider Contact Add ress12l N. Rouse AveBozernan, MT 59715Name:of BozemanProvider406-s82-2903Contact: Ed MeeceProvider Billing Contact Addressl2l N. Rouse AveBoz€man, MT 59715Services:passport will provide services (the "services") and license all software, including all web and mobileapplications and retated documentation, (the "Software") necessary for Provider to operate a mobilepayment for parking program ('MPP") includ i t setup which allóws aliparking cuìtomert in "ny (the"Þremises") the ability to p-ay for parking uting a s i ation'Custom Branded Private Label Mobile Payment Set UpI. private Label Set Up. Proviãer desires, and Passport wishes to deliver to Provider inconnection with the Agreement a privateJabel application ('?rivate Label App") pursuantto the terms and conditions below.Provider Obligations. Provider shall:i. serve as the account holder of record for Google Play and Apple App Storedeveloper accounts (the "Accounts").ii. Authorize Passport to take all necessary actions related to the Acoounts onProvider's behalf inoluding, but not limited to, activation, set-up, management,maintenance, and support. Þrovider shall comply with all necessary conditions,requirements, and obligations to serve as the holdcr of the Accounts'including,bui not limited to, obtaining a Dun & Bradstreet, Inc. number in Provider's name.Provider must cooperate with eassport to ensure that all Accounts credentials(e.g., username and passwond) a¡e received by Pa.ssporta minimum of fifteen (15)buiiness days prior the launch date ofthe Private Label App'iii. Not hold Passport liable for delays of any kind caused by the failure of ProviderGoogle, Applê, or any other ttrird party to provide any necessary or requiredinformation to Passport or to take any necessary or required action in connectionwith the Accounts.A.
Not access ot use the Accounts in any manner that could cause elTor orinterruption. Passport is not liable for any enors, delays, or problems caused byProvider's access or use ofthe Accounts.Not access the Accounts for the purposes of responding to Private Label Appreviews in the Google Play and Apple App Stores.cooperate with Passport by providing, in a timely manner such that Passport canmeet its obligations hereunder, any information and/or taking any action, asnecessary or required, including, but not limited to, the execution of anydocuments related ûo the Accounts.vlt.Be responsible for all fees associated with the Accounts (currently, $99.00/yearfor Apple and a one-time fee of $25.00 for Google).B. Passnort Obligations. Passport shall:i. Create the Private Label App.ii. Assist Provider or otherwise act on Provider's behalf pursuant to the POA, relatedto the Accounts including, but not limited to, activation, set-up, management,maintenance, support and, with Provider's assistanoe, as may be required, obtainread-only Accounts and full-access Accounts on behalf of Provider.iii. Have the exclusive right, on behalf of Provider a¡rd in Passport's sole discretion,to respond to Private Label App reviews in the Google Play and Apple AppStores.Private Label Assets. Passport shall retain all trademark, copyright and otherintellectual property rights in and to any brand name and brand visualization contentthat Passport creates in connection with the Private Label App. Passport reserves theright to include elçments indicating Passport as the Provider of the Private Label App'such as word elements (e.g., "Powered by Passport'') and/or design elements (e.9., aPassport logo), in conjunction with such Private Label Assets wherever they maylvvl.c.2
Equipment Provided by Passport:lnitial SignsOn Street: I sign per 5parking spaces or 2signs per block forLPR environments.Off Steet: I sign perl0 narkinc spaces.Installation:Provider will be solely responsible for installing all signs and decals in the Premises. This obligationincludes the responsibility to provide all hardware necessary to afüx and display signs and decals,including without limitation, all hooks, poles, posts, brackets, screws, bolts, and nutsInitialDecals2 decals perpay station.Ancillary Fees:a) Zone setup fees of three dolla¡s ($3'00) per space - WATVEDb) Initial Signs and Stickers - ìVAIVED(unit pricis of twenty dolla¡s ($20.00) per sign and rhree dollars ($3.00) per decal will applyto additional or replacement orders)c) Provider will pay a ten dollar ($10.00) administative fee in addition to sign and shippingcosts per sign for any additional or replacement signs purchased through Passportd) Proviàer witt p"y a one dollar ($1.00) adrninistative fee in addition to decal and shippingcosts per decal for any additional or replacement decals purchased tlrough Passporte) Passport will provide a design file to allow Provider to print replacement signs and decalsÐ Provlder will reimburse Passport for any and alt reasonable travel, lodging, and food expensesat Provider'sincurredwhileII. MOBILE PAYMENT FOR PARKING TERMS(continued on next page)3
Maximum Convenience Fee Passedto Parking CustomersthroughPer Transaction MPP Serviceand License Fee*Passport GatewaY Fee PerTransaction:Included in MerchantProcessing Rate PerPassportMerchantProcessingRatePerTransactionMerchant of Recordfor Transactions:Payment GatewaY Provider:Other2.9%+ s0.30ProviderX PassPortX Passport$0.35$0.35Private Label Fees:Upfront fee: $44,850 for implementation and in-t clude: Genetec'T2 forenforcement *o o""rpun"y ãount.tt, links to T2 for both pcrrnits andcitations, link to Provider's website and link to P tate parkers' This fee willbe due and payable at launch ofthe Services'Monthly fee: $1,925ProviderMerchantwillbeProccssingresponsibleCosts:forpayrngallmerchantandprocesslngcosts,including,reimbursementwithoutlimitation,III. FEES*An MPP"transaction" is asingle session lasting lessthan twenty-four (24) hoursin dwation.III. ADDITIONAL TERMS AND CONDITIONSFor the duration of the term of this Agreement, Passport will maintain Payment Card lndustry - DataSecurity Standa¡d certification.2. Product UpdatesAny system-wide improvenìents ot modifìcations made by Passport lo the Software will' when available'be provided to Provicler ai ;;h*g" to Provider an¿ wílt automatically be subject to the fenns of thisAgreement.be buitt into the system, and, to the extent thates or functionality ínto the Software, Passport willPassport may, in its sole discrdollars ($250.00) Per hour forpárrprì ,n.ff frisi notifo Prov n approval from Provider to proceed'4
In addition to or in lieu of the fees set forth in this section, the parties may establish a monthly softwæelicense or maintenance fee that will be mutually agreed between the pârties in a separate written addendumto this Agreement,3. ChangesAny changes to the scope of services provided under this Agreement shall be set forth in a written changeorder or amendment signed by both parties setting forth the scope ofthe change(s) and any applicable fees'4. Additional I'assport Serviccspassport provides all of the following software platforms as part of its overall technology portfolio: mobilepuy*"nt for parking, citation manalement, digltal permits, and mobile payments for transit. h-ovider mayi"quest ttre add¡t¡onãf Passport to Provider as of theEfièctive Date, and any afterthe Effective Date, whichshall be -.-oiiulir"di applicable to such platform(s)and any additional applicable service or legal terms.5. ScheduledMaintenancelfpassport plans to perform any scheduled maintenance during business hours, Passport will provide noticeto provider at least twenty-iour (24) hours in dvance of the commencement of such scheduledmaintenance. For the purpo." of this séctiorU "business hours" means Monday through Friday between 9am 5 pm EDT. In the event that Passport determines that unscheduled maintenance is necessary, Passportwill iive provider as much advanıe notice as is reasonably practicable, unless such unscheduledmaintenance is necessitated by emergency circums nces for which it would be unfeasible or impossible tonotiff Provider in advance.6. Svstenr Uptirne: Billins Creditspassport will provide the Software with uptime of at least ninety-nine percent (99.O%) oalculated over arolliåg six-monttl period ("Uptime Guarantee"). For any month during which system uptime dro-ps belowthe Uitime Guarantee, f*rpått *itt provide a billing credit in an arnount equal to the percentage differencebetwóen a) the lowest upt - ntlr (catculated on a rolling six monthperiod) un¿ U) t¡" Uptime ayable to Passport for such-month' Forã*u-pt., if auring u giu"n -five peroent (95'0%) and if during that,¡ontt th" fees payable to .00), Passport will issue a billing credito¡fo* dollars f'$ri.OO¡. For the purposes of this agreement, uptime is defined as any period of time duringwhich end users of the Softwa¡e can use the Software.7. Service LevelsSubject to the uptime guarantee set forth in Section 8, Passport's sole and exclusive obligation in the eventof ai-r error or inienuptlion of the Softwa¡e is to use its best efforts to restore or repair the Software as quicklyas practicable.8. Technical SuppofA. Passport will provide telephone and email support to Provider's stafffrom Monday to Friday between the hours of 8:00 a.m to 7:00 p.m. EST to address technical and operatingsetting issuei. Passport will provide "after-hours emetgency telephone suppott" available24/7'5
. Monday-Friday 8AM - 7PM ESTo(US) 980-939-0990o I lclP í P¡srlrortiltc.cutll. After-l Iours Emergency Supporto 866.815.3043B. provider will provide initial support, including inquires via telephone and elnail, for end-use¡s("parkers"). Ifthe Provider is unable to iddress the parkers technical qucstions. Provider may escalate end-uslLs to passport's End-tJser Support Team for technical issues from Monday to Saturday between thehours of 8:00 a.m to 9:00 p.m. ESlat ruS) 704-817-2500 or Support@passportinc.com. Provider may notdisplay Passport's phone number (or other direct contact information for Passport) on any marketing orsignage visible by parkers.9. Data RightsThis Section shall govern the rights of Passport and Provider, as the case may be, with respect to the datathat is subject to this Agreement. Passport will, by provisions in its Privacy Policy or otherwise, procureflom suctiend users alisuch lawful consents anAiigtrts necessary to Srant to Provider the righß in suchdata as stated in this Section. Passport's Privacy Policy, as it may be amended from time to time inPassport's sole discretion, can be viewed at https://passportinc.com/privacy-policy/.A. Operational data is data specificto be used in the providing ofservices.not available to Passport publicly or byzone information, rate information, opagreements. In each case, Operational data may refer to past, present, or fifure states of such items'Operational data is the sole and exclusive property of the Provider. The Provider grants Passport apérpetual, irrevocable, royalty-free, non€xclusive, non-assignable, and non-tansferrable license tobpårational data, provided thai, Passport may assign or transfer such license to a successor in connectionwith the transfer or sale of all oi substantiallyall of its assets or business related to this agreement, or in theevent of its merger, consolidation, change in control or similar transaction'B. Payment card lndustry-Data security standard lnformation ('PCI-DSSInformation") consists of the following items, each as defrned by the then-curent Payment Card IndustryData Security Standards ('PCI-DSS'): Account Data; Cardholder Data; Primary Account Number; andSensitive Authentication Data.passport acquires a license or sublicense to the PCI-DSS Information from end r¡sers who share such datawith'Passport in connection with their use of the Software. Passport must secure suoh data in accordancewith PCI-DSS. As such, Passport may not grant P ¡vider derivative rights to such PCI-DSS Informationand Passport shall not be required to disclose such PCI-DSS Information to Provider.that Permits theinfened by eithernumber or code,including gender,race, birth date, geographic indicator (such as zip code or postal oode), and other descriptors---€ân be usedin conjunction'oi *ith-other data elements to indirectly identiff individuals' Information permitting the6
physical or online contacting of a specific individual (e.g., IP address) is also personally identifiableinformation.End users of Passport's Software own PII and license it to Passport pursuantto Passport's Privacy Policy,as it may be amended from time to time in Passport's sole discretion. Passport may sublicense PII to theProvidei under certain conditions (including but not limited to the Provider's compliance with informationsecuriÇ controls and applicable regulations) that shall be memorialized separately if and when applicable.D. Activity data is any data generated in the providing of services under this agreement by Passport toProvider and by end users' interactions w¡th the services or with Passport directly that is not otherwise PCI-DSS info¡mation or PII as defined above. Activity data may include, but is not limited to, user interactiondata, geolocation data, opt-ir/opt-out status (including compliance logs), purchase and session data,applicãtion diagnostic dat4 service performance data and support data. Data that is derived ftom Activitydata is also Activity data.Activity data is the sole and exclusive property ofPassport. Passport grants the Provider an inevocable,royalty-free, non-exclusive, non-assignable, and non-transferrable license to Activity data for the durationof the term of this Agreement and only to the extent and in the format that Passport chooses in its solediscretion to expose such data through its administrative portal or as otherwise agreed upon with theProvider and only for the Provider's internal use in connection with flre services provided under thisagreement.10. Privacy Policy: Terms of UseEnd users' use of the Services shall at all times be governed by (a) Passport's Privacy Policy, as it may beamended from time to time in Passport's sole discretion, which can be viewed athttps://passportinc.com/privacy-policy/, a¡rd (b) Passport's Terms and Conditions, as they may be amendedfrom time to time in Passport's sole discretion, which can be viewed at https://passportinc.com/terms-and-conditions/.I L lntellectual PropertyA. Passport grants Provider a revocable, non-exclusive, non-assignable, non-transferrable, and non-subleaseable righiand license to use and access the Softwa¡e only for its internal business purposes fortheduration of the Term. All inteltectual property rights including, without limitation, trade names, sourcecode, trademarks, copyrights, patents, and trade secrets, not explicitly granted to Provider in this agreementare reserved to Passport.B. Provider will not, directly, indirectly, alone, or with another party, (I) copy, disassemble, reverseengineer, or decompile the software or any subpart thereof; (ii) modif,, create derivative works based upon,or translate the software or source code; (iii) l¡ansfer or otherwiss grant any rights in the software or sourcecode in any form to any other party; (iv) attempt to do any of the foregoing or cause or permit any thirdparty to do or attempt to do any ofthe foregoing, except as expressly permitted hereunder'12. Publicity: Use of Names and MarksSubject to the provisions of Section l9 (Confidentiality) below, the parties will have the right to publiclydisClose that Passport is Provider's provider of the Software as set forth herein by means of, by way ofillustration and not limitation, news releases, public announcements, or other forms of publicity.Passport may use the name or marks of Provider, or reference the fact that Provider is a client of Passport,for business development purposes, as part of a portfolio or work, or in an illustrative list of clients'7
13. Payrnent GatervayProvider must supply a payment gateway for the payment of all fees by end users. Passport can providegxir¡¡¡t g contains ays supported by Passport'gut"*uy ."I""t"d b ge a two hundred.and fiftyãnt hour necessary ions. Provider will bear allcosts associated with payment gateway services, including all per transaction costs. Provider may elect touse passport's payment gaternay at any time (which shall be reflccted in a written amendment to thisAgreement) at the rate of $0,05 per transaction.14. Payment 'l'ermsIf Passport is the Merchant of Record C'MOR"), Passport will remit the funds to Provider from theprecediig month within fifteen (15) days of the conclusion of the month after netting out Passport's feesand merchant processing fees.If Provjder is the MOR, Passport will send monthly invoices to Provider for all fees payable to Passportthat accrued during the preceding month. If Provider fails to remit payment according to such invoiceswithin thirty (30) ãays áfter ttre ãate on the invoice, Passport will have the right to suspend Provider'saccess to the software and/or assess interest at the rate of ßYo Per annum on the delinquent balance, or themaximum rate permitted by state law, if lower, until such delinquent balance is paid'15. ReñrndsPassport agrees to forgo or return, as applicable, its per transaction fees for any refund granted by Provider'Provider *ill Ur respınsible for reimbúrsing Passport for all merchant processing fees, including withoutlimitation payment gateway fees, settlemenif""r, and interchange reimbursement fees, if any, incurred byPassport for all transactions, including refünded transactions-16. Capacityprovider represents and warrants that it has obtained or will obtain all applicable governmental approvals,authorizatións, or licenses necessary to enter into this Agreement, Provider further represents and warrantsits signatory is duly authorized to bind Provider to the terms herein.17. ConfidentialityA. Proyider and Passport agree to treat this Agreement and all information furnished, or to befurnished, by or on behalf óf the ıther party and information analyses, summa¡ies and other work productderived from such information (collectively, the "Confltdential Information") in accordance with theprovisions ofthis section and to take, or abstain from taking, all actions set forth herein' Each party, as areceiving party, will do the following things with regard to the Confidential lnformation ofthe other party:i. Prevent the disclosure ofthe Confidcntial Information by the reoeiving party and each ofthereceiving party's employees, agents, and/or professionals to any third party other than aspermitted under this Agreement;ii. Ûse, and permit the use of, the Confìdential Information only for the purposes of providing, orenjoying the benefit of, the goods, services, and/or software provided for in this Agreement(the "Purpose");8
iii. Disclose the Confidential Information only to such of the receiving parly's employees, agents,and professionals as have a bona fide need to possess or know the Conhdential Information inthe course of accomplishing, or advising the disclosing pafty with regard to, the Purpose;iv. Cause each employee, agent, or professional to whom the receiving party discloses theConfidential Information to be bound by an obligation of confidentiality that is at leæt asrigorous as the obligations contained in this Agreemenl; andv. Return or destroy all written or other tangible copies of Confidential Information in thereceiving party's possession or direct or indirect control, including all extracts and copiesthereof, within a reasonable time after, and in accordance \ilith, the disclosing party's request.B. Nothing in this Agreement will prevent the receiving party from disclosing or using ConfidentialInformation to the extent that:i. It is or becomes readily ascertainable by proper means by the public without any breach of aconfidentiality obligation of the receiving pafty;ii. It is received ñom a third party that is not under an obligation of confidentiality of which thereceiving party knew or had reason to know;iii. It was independently developed by the receiving party without use of the ConfidentialInformation; oriv. It is require.d by law to be disclosed, provided that the receiving patty provides to the disclosingparty as much notice as is practicable under the circumstances of such requirement prior todisclosure and provides to the disclosing party, at the disclosing party's expense, suchreasonable assistance as the disclosing party requests in seeking confidential treatment,protective orders, nondisclosure, and/or similar measures.For the avoidance of doubt, none of the requirements of this Section shall prohibit Provider from disclosingConfidential [nformation to the extent that such information is required to be disclosed pursuant to anyopen records law, open meetings law, or any other local public disclosure law applicable to Provider.18. t'lVallet ServicesProvider may elect to provide parking customers with a virtual waltet (a "wallet program"). With a walletprogram, parking customers would be required to prepay funds into a wallet account for the payment ofn tui" p*Èing fees and/or transit ticket fares. Provider and Passport shall ag¡ee in advance on the minimumamount required to fund the wallet.19. Marketina and Design ServicesAt Provider's request, Passport may provide marketing and design services to Provider as value-addedservices to Provider in connection with the services provided under this Agreement. Provider shouldcontact its Passport sales associate for additional details pertaining to these services. Any services selectedand any applicable fees and terms will be memorialized in a written addendum to this Agreement and shallbe incorporated herein by reference.20. Coooerative Purchasinq,Provider will allow any public agency located in the United States to purchase, and Passport to offer to suchpublic agency or agencies, the Software at the same price and under the same conditions agreed upon inthis Agreement without any competitive bidding on the part of such public agency or agencies, to the extentpermitted by law. Each such public agency will execute its own contract directly with Passport and Providershall not incur any responsibility-frnancial or otherwise-in connect¡on therewith.9
21. f¡orce MajeureNeither passport nor Provider will be held liable for any delay or omission in performance_of their dutiesunder this Agreement resulting from causes beyon I their reasonable conhol, including, for the sake ofillustration and not limiøtiorl dehys or omissions attributable to third-party vendors, suppliers, orintegration paftners, labor strikes, acts ofgod, acts ofthe public enemy, fires, natural disasters, warsi' orriots.ExhibitBSupported Payrnent Catewaysl. Authorize.net2. CashNet3. Chase Paymentech (Orbital) - US lCanada4. Converge (Elavon)5. DataCash - United Kingdom6. Desjardins - Canada7. FirstData Rapid Connect8. FIS Pay9. Heartland10. lntemet SecureI l. Moneris - US / Canada12. PointandPayI 3. TD Beanstream/Bambora14. Vantiv15. WorldPay (Securenet)l0
Exhibit CStatement of Workll
Statement of WorkClty of Bozeman, MTSeptember 25,2019DisclaimerProjecl OverviewScooe of WorkConfìgurationsGateway and Merchanl Processing\{hite Label Parking AoplicationBack.Office PortalFunctionalityClient White Label RequirementMerchant ValidationsPassoort Parking Sionage and DecalsMoblle Parking Session MonitoringCustom ConfìgurationsT2 Systems Enforcement lntegrationGenetec AutoVu Mobile LPR lnteorationGold Marketino PackaqeAssumptions & NotesProject Change ControlAcceptanceCity of Bozeman. MontanaPassport Labs. lnc.¡!ssport¡!CONFIDENTIAL AND PROPRIETANY.O 2019 Passporl All rlghts r6iltdPa
DisclaimerThis Statement of Work contains information that is proprietary and confidential to PassportLabs, lnc. ("Passport") and shall not be disclosed or used for any purpose other than thepurposes described herein. Any other disclosure or use of this document, in whole or in part,without the permission of Passport is prohibited.Project Overv¡ewPassport will provide the City of Bozeman, Montana ("Client") its Passport Parking mobileparking payment application. The Client currently has on-street and off-street parking areaswith the option to pay for parking in off-street parking areas using T2 Digital Luke ll pay by platehardware. The client utilizes T2 Systems solutions for permit and citation management. lnaddition, the client utilizes Genetec AutoVu Mobile LPR to supplement enforcement efforts withT2 systems. The client is planning to use the Passport white label mobile payment applicationas another method for customers to register and pay for session based parking by zone andlicense plate number, ln addition, the client will be using the mobile application to display URLlinks to the client's home page, the client's T2 permit portal, citation payment and appeals portal,client socialmedia pages, the standard Passport mobile payment page utilized for parking atMontana State University, and the Montana State University website.Passport understands that the client is requestíng two features through the white label mobileapplication that are not immediately available: 1) the ability to display current availabilitythrough the Find Parking Map option using current paid session data in the mobile paymentapplication and through data collected from T2 Systems AutoCount sensor technology; and 2)the ability to monitor and prevent multiple requests of free, two hour parking by registeredlicense plate number through both T2 Digital Luke ll hardware and the Passport mobile paymentapplication.Passport will implement these features for the client as they complete design and development.A statement of work for the Second Phase will be completed once development of the featureshave been completed to provide a more specific description of delivery of the features.During this project, Passport will perform architecture, design, implementation, and informationtransfer services for the project.ssport¡!cor!FtDEt,lTrAr Arl t) PRoPRIÉTARY2PaO 2019 P¿sspon All r¡thl5 re3eryed
Scope of WorkGonfigurationsGateway and Merchant ProcesslngPassport will provide Gateway and Merchant Processing services directly to the Glient,eliminating the need for an external provider.Funds will be remitted to the Client on a monthly basis afier the close of a month,White Label Parking ApplicationPassport will deliver its back-office administration and data insights portal that will allow theClient to make financial and operational decisions.Back-office portal capabilities include:o Secured Access with user specific login credentials and custom privileges per usero There is not a cap on the number of users that can be setup .o Streamlined user interfaceo Robust Reportingo Dashboard Activity pageo Real-time analytics of existing sessionso ZonemanagementPassport will deliver a white label mobile application through native mobile applications built forGoogle Android and Apple iOS devices. To account for those parkers who do not own anAndroid or Apple device, the white labeled application will also be available via a webapplication, which is optimized for mobile use. The white labeled application will be built by3CONFIDENIIAL AND PROPRIETARY.¡ PassportO 2019 Pı5port. All rights r6eryed
utilizing Passport Parking's technology and presenting the Client's branding within setparameters, represented with a graphic and in-app scheme for select elements.Client Wh¡tê Label RequirementThe Client will be responsible for creating, funding, and managing app store accounts withApple App Store and Google Play Console. This is a requirement from Apple as white labelapplications must be listed in the App Store under the organization account of the legal entitythat owns the application, which is the Client. Passport will not host the Client's application inour store accounts and will not be responsible for creating or managing the Client's app storeaccounts. The Client will need to authorize Passport to have admin-level access on theiraccounts so as to properly release and update the white label application.The white label native mobile applications include the following functionalityo Create a user accounto Phone number, emailaddress, nameo Create and pay for parking sessionso Extend parking remotelYo Receive session expiration alerts and notificationso Comptete payment via major card networks credit and debit cards'o Add and delete Vehicles (LPN)o Mew parking history and email receiptso Mobile-optimized website (mobile pay web or 'MPW') to facilitate parking sessions via amobile browser or desktopo lnteractive Voice Response (lVR) to facilitate parking sessions via a phone callo The IVR phone number must be included within a Client provided calling tree'o Dedicated wallet as funding souroe:o Passport's closedloop wallet allows parkers to add and store prepaid funds intheir account. \Mren the parker pays using the Dedicated Wallet, the transactionis deducted from the prepaid account rather than being charged to a credit ordebit card. The wallet funds will be held by Passport as Passport is the merchantof record.o Find Parking Mapo Users will have the ability to navigate a map that is geographically relevant totheir GPS location and displays parking zones nearby.o Parking zones are indicated on the map with pins and are tappable, allowingparkers to view more details regarding a selected zone-4CONFI DENTIAL ANIJ PROPI.IIETARYi! nassport& 2019 Pêssport All rì8ht5 reserved
¡!Passportr The Client will be required to provide Passport with accurate geo-locationdata for the configured zones.o ln-App Linkso Users will be able to access specific links via a "Resources" link on the "Account"screen. The "Resources" link will direct parkers to a "Resources" screen whereall external links will be listed in plain texto App Linking: Due to policy limitations on both the Apple App Store and GooglePlay Store, we are unable to do dynamic linking to installed apps or directly to theApp Store or Play Store. We're only able to externally link parkers to websites ina web browser that have links to the conesponding app in the App Store or PlayStore.Merchant ValidationsThe Client and its local commerce partners may use Passport's merchant validation program tosubsidize the cost of business patrons' parking fees.Merchant validation capabilities includeo Validation type and amount configurationo One.time use validationso Multi-usevalidationsì : i -, :. i.ì{,i, ri,i i i, :;-r¡.) l.. li.; ".t !i j', i, li'! i-;..-,....1,';Passport recommends the following for metered areasSignageo I sign per 10 spaces for parking loUgarage environmentso 1 sign per 5 spaces for on-street parking environmentsDecalso 1 decal per single space metero 3 decals br each multispace metero I decalon each sideo 1 decal on the payment side of the meterCONFILìÊNTlÀ! ^N D PROPRIÊIARYc 2019 Pa$p¡)r. All r iShts re*rv¿d5
Passport recommends the following for non-metered, mobile payment only areas:o 1 sign per 5 spaces for parking loUgarage environmentso I sign per 3 spaces for on-street parking environmentsThe recommended minimum amount of signage and decals above will be provided by Passportat no charge at launch; any additional or reptacement signs or decals will be at the Client's cost.The Client is solely responsible for installation. Signage and decal installation must becompleted by the Client by the date of the announcement of the launch. No credit will be issuedfor unused signs or decals,The Client understands that sufficient and adequate signage and decals are a core assumptionto the performance of the service, and should the quali$ or coverage of such signage anddecals degrade, the Client is responsible for notifiing Passport so that this can be resolved; anyadditional or replacement signs or decals will be at the Client's cost.Signage materials ane as followsThe signs are KomaAlu with Avery Cast Laminate with UV Proteclion and 6-year outdoordurability. The decals are Avery Cast Laminate with UV protection, permanent adhesive vinylforoutdoor use with 6-year outdoor durability. Any extra costs incurred due to changes in signagematerialwill be covered by the Client.Passport has developed signage design templates, which are tested regularly to optimizeprogram performance. Any signage produced by Passport must adhere to Passport's signdesign methodology and cannot be modified without written approval from an authorizedrepresentative of Passport. A logo of the Client's brand can be included on signage as long assuch is provided to Passport with proper authorization in advance of production of signage.It takes one week to design signage and decals and up to an additional 3 weeks for the signsand decals to be printed and shipped, assuming timely review and approval by the Client'The Client may purchase additional signs and decals from Passport. The following costs are forstandard sizes and do not include the cost of shipping or taxes. Other sizes and costs areavailable upon request.tasspi!pCONFIOENTIAL AND PROPRIETARYoorØ 201 9 Pısport Àll r l8hls reserved
Price Per Sign$20$30Size12x18in1 6x24inPrice Per Decal$2$z$5Size4x3in5xl.75in6x12intprere signage or decals are provided to the Client at a discount to its actual production andongoing maintenance cost, any customization that the client requests will be chargeable at arate of $175/hour and such customizations are subjec{ to approval by an authorizedrepresentative of Passport.,fu'! r".r i: i i e P a, r k i r r i¡ 5 e.{. s i û ¡ M <_r ¡ r iì o r i l.' rlPassport will provide the Client with direct acoess to its ParkMonitor mobile payment monitoringtool. ParkMonitor is a usemame and password protected website that will allow the Client todetermine if a vehicle or space has been paid with the mobile payment application.The Client will access this website on the¡r existing mobile devices.OpsMan includes the following Citation Management Produst functionality:r Fully hosted by Passpod cloud services¡ Secured Access with user specific login credentialso There is not a cap on the number of users that can be setupr Real-time mobile payment monitoring7i! passportCONTIDENTIAL AND PROFRIE'ì ARY.o 2019 Passport.Allrrghts r*md
Gustom ConfigurationsT2 Systerns Enforce¡trent lttteg rationPassport will work with the client's existing enforcement solution vendor, T2 Systems, to provideaccess to Passport s MonitoringAPl for the client's enforcement staff to acoess mobile paymentapplication paid session information through T2 enforcement hardware by license plate numberand zone.Genetec AutoVu Mobile LPR lntegrat¡onPassport will work with the client's existing enforcement solution vendor, T2 Systems, to provideaccess to Passport's MonitoringAPl/Parking Rights for the client's enforcement staff to accessmobile payment application paid session information through the Genetec AutoVu application byzone and license plate number.Current Availability Service and lntegrationPassport has included in its roadmap the abili$ for an estimated occupancy overlay to bedisptayed through the Find Parking Map feature in the White Label mobile payment application.That overlay will display a color coordinated marker, (green for more than likely availableparking, yellow for possible available parking, and red for little to no parking) in the GPScoordinates marker location of each applicable zone. The output of the color coordinatedmarkers will be determined by the availability of spaces based on paid session informationoriginating from the Client's white label moblle payment application. Passport will makeavailable to T2 systems an API specifically designed for T2 systems to push parking sensoroccupancy information and paid session informatíon from T2 Digital Pay by Plate hardware thatcan be an added variable to the calculation of parking space availability.The current availability service and integration will be a Phase 2 implementation of this projectthat will be coordinated by Passport upon release of the feature.Gold Marketing PackagePassport will provide a Marketing Team to engage with the Client and provide services identifiedin the Gold Marketing Package.¡!IrtsspoCONFIDTNTIAL ANO PROPRIETARYPaO 20'19 P¿sspon. All rtghls ræryed,
SlANDARDf,i,5ll(JSILVER' 9ll).t)00Marketlng Packages for Privatc tabcl ParklngAppsCUsfOMEr.nded Poftfollo,qpp Store OptlmizaüonBrarìdlng Coßullatlonsl¡nag.sl8n5Dsals8€st Prðctlcci 6uldePubl¡c ichtlontPrc5 Rdæs (post on wÊbsltê & sciál medlólPres5 (ltPles! conlerence / DemoPrlnt Mårt dngHú-to FlFr C3"x5")B€nefitr Porü (8.5"x1 1")Val¡dâtlon Code Card (3,5'x2'lDlglrål M.rketlntCllmt Websllc Contenl & ConsultàtlonwcbCte & SGlal Medlð gäffiLândhg PageErp.lGntlòl M!d(.dntStraetTaamOngolnt SupportO?dl@ted Clþnt Lif<yde Mðrkztng MamgsCu3lmMarledrUOpponun¡lþscon5ultatlonRcqulrcd lorFeôtuæs & Prlc¡ntDeslgn F eQcy:2,000Qty:2,000t5,0(n pnmo .odcsOne EventQIY:5,0mQty:1,000Qty 5,0æ17,000 Fono <odcsfhræ Evlnls''l rdnd of design .wiions aro permltted, add¡l¡onal rw¡sioß a.a subject to rlE hourly rale d f17sAssumptions & Notes\A/hile performing these services, Passport will rely upon the concerted engagement, direction,authorization, approvals or other information provided by the Client's primary stakeholder andtechnicalteams.The Client's Project Manager and respective team will be responsible for contributing to andreviewing Weekly Status Reports and reportíng Project issues'Additional Client responsibilities include:o Providing operational information in a timely manner.o Providing a list of stakeholders for preliminary implementatione Making a good faith effort to facilitate the continued progress of the implementationIQty:3,0mertffiQty:3,000t'ün prcño (ú6Two EvcntsGOLDtPLATINUM, s Jl,,(iiJrii! eassportCONFIDENTIAL ANO PROPRIEfARY.O 2019 PassporL All rl8hts lesêrvèd,
Perform user acceptance testing to confirm the accuracy of configured attributes in thesystemProvide written approval on each aspect of the systemDeliverables or activities not specifically identified as in scope throughout this document are bydefinition out of scope, unless accompanied by an approved Scope Change Order.Project Change ControlChanges may be required to manage unanticipated or new information that may arise during thecourse of the implementation and delivery of this solution that impacts an existing (or creates anew) deliverable, restriction, milestone, or dependency. This Project Change Control process ismeant to enforce a process to ensure changes are tracked and approved appropriatelythroughout the project.o A Passport representative will complete a Scoping Change Order form describing theexchange to be evaluated.r Passport will perform an impact assessment (cost, schedule, risk, etc) and provide arecommendation for how to achieve the Client's objectives in the context of the latestinformation.o The Client will decide whether or not to proceed with Passport's recommendation or tosuggest an alternative approach.o lf the Change Request is approved by the Client and returned back upon full execution,then the Change Request document will be incorporated as part of the Statement ofWork.Timeline EffectsUpon approval by all parties, the impact assessment associated with such changerequest shall augment any prior commitments or estimates of timeline and pricing in thisStatement of Work, which shall no longer apply. Passport will use commerciallyreasonable efforts to maintain the timeline and cost associated with this Statement ofWork, augmented by any and allChange Request(s) approved by allparties.aoProcessosports¡!CONFIDENTIAL ANO PROPRIETARYPao 2019 PåsspoÍ All rlghts r6erv€d.10