HomeMy WebLinkAboutEx 2 BPC 7920 Res 2020 04 Passport ContractEXHIBIT 2: Bozeman Parking Commission, 7 l9l2O2OPage 1 of 1DBOZEMAN PARKING COMMISSIONRESOLUTTON 2020-04A RESOLUTION OF THE BOZEMAN PARKING COMMISSION OF THE CITY OF BOZEMAN, MONTANA,APPROVING A SOFTWARE IICENSE, EQUIPMENT, AND SERVICES AGREEMENT WITH PASSPORT LABS, INC.,FOR IMPLEMENTATION OF A MOBIIE PARKING PAYMENT APPLICATION; AND AUTHORIZING THE PARKINGPROGRAM MANAGER TO SIGN THE AGREEMENT.WHEREAS, Montana Code Annotated 7-14-462L sets out general powers of a parking commission; and,WHEREAS, the Bozeman City Commission created and empowered the Bozeman Parking Commissionpursuant to Resolution Numbers L676,1839, 3803, and 4577; and,NOW THEREFORE, BE lT FURTHER RESOTVED 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 9th day of July 2O2O. This resolution shall become effective immediately.Jim Ness, ChairmanBozeman Parking CommissionATTEST:Ed Meece, Parking Program ManagerCity of Bozeman
Page 1 of 3BOZEMAN''Porking ServicesDate: lune19,2020To: Bozeman Parking CommissionFrom: Ed Meece, Parking Program ManagerRe: Contract with Passport Labs, Inc. for Mobile Parking AppOn March t2,2020, the Bozeman Parking Commission held a discussion regardingthe Parking Program Manager's (PPM) recommendation for approval of a contractwith Passport Labs Inc. to develop and use a private label mobile phone application('mobile app') for payment of parking related charges. During 2018 and 2019, thePPM researched several mobile apps for this purpose. Montana State University, apartner in the parking mobile app research/selection process, selected Passport forLlse on campus in 2019. Likewise, the basic Passport mobile app has been deployedin Missoula, Helena, and Great Falls. The'Park BZN'private label mobile app has theability to operate in each of these areas, with permission from the hostcommunity/campus.During the March 12t¡ discussion, the Bozeman Parking Commission requestedmore information/clarification, on several issues before making a final decision:Paid On-Street Parking: Several members of the public commented thatlaunching the Passport mobile app is part of a 'secret agenda' of the BozemanParking Commission (BPC) to initiate paid on-street parking throughout thedowntown. However, the PPM's recommendation to implement the Passportmobile app is based upon three important factors: 1) contactless payment; 2)expanded parking options for transient users; 3) enhancement of thecommunity parking experience (including MSU).The Passport mobile app does expand the ability of the City of Bozeman tocreate additional parking options for citizens and visitors, rather than simplyrequiring them to leave, or move their vehicle, after 2 hours. However, theBPC has not had a substantive policy discussion about paid on-streetparking in the downtown. That being said, as the BPC continues to activelymanage public parking in the downtown, the strategic use of paid parkingspaces fon and/or off-street) should be evaluated as a possible tool.Amember of the public indicated that they had contacted Passport directly, viaphone, and were told that the Passport payment system cannotao@ +oo-ssz zoos www.bozemcn.netP.O. Box 1230Bozemon. MT 59771-123020 Eost Otive StreetTDD: 406-582-2301THE MOST LIVABLE PLACE
BOZEMAN"'Page2 of3Porking Servicesaccommodate'2 hours free parking'. The PPM contacted representatives ofPassport and received the following statement in writing - "Just to clarify,thrs ¡s not the case. We can initiate a $0.00 Z-hour session (no convenience fee),and then any session longer than that, or extended beyond the 2 free hourswould include the .35 convenience fee." Simply stated, the Passportpayment system can accommodate a mix of '2 hour free' and paidparking within the same parking session.ThePPM discussed this matter with two municipal parking managers that haveexperience with dual-Passport apps in their community (Omaha, NE; Austin,TX). Likewise, during a recent business trip, the PPM visited a thirdcommunity with a dual-Passport experience (St. Augustine, FL). In eachcase, the dual-apps worked in a complimentary manner. In Omaha, thepublic parking system arranged with Passport for private parking vendors(and the nearby town of Council Bluffs, IA) to utilize the Omaha private labelapp as well; extending the reach and effectiveness of their private label.The need for a 'contactless'parking payment system, such as Passport, is ofincreased urgency for limiting community transmission of COVID-19 andsimilar contagions. Since February 2020, the deplo¡rment, and use (# oftransactions), of contactless payment systems has been a rapidly increasing trend inthe parking industry nationwide. Likewise, as a result of COVID-\9, an emphasis onremote work employees is driving national parking utilization toward short-termdemand (day or less) and away from long-term permits. Demonstrating a need for adiversity of payment systems and parking options.As review, only the private label mobile app [Passport) will allow the City ofBozeman to post current garage and lot occupancy data to app users. Also, only theprivate label mobile app allows direct linkage to the City of Bozeman parking portalfor managing parking permits & citations. The basic Passport mobile app will notprovide either of these functions. As the garage and surface lot occupancy signageprojects begin deployment in July/August 2020, our planned integration with theprivate label Passport app increases in urgency.The Parking Program Manager repeats a recommendation that the BozemanParking Commission approve the proposed contract with Passport Labs Inc. todevelop and use a private label mobile phone application ('mobile app') for paymentof parking related charges. This recommendation is the result of careful researchregarding product function, the increased need for a contactless parking paymento@ ZO Eost Otive StreetP.O. Box 1230Bozemon, MT 59771-1230@ +oo-saz-zooswww.bozemon.netTDD: 40ó-582-2301ÏHE MOST LIVABLE PLACE
BOZEMAN"'Page 3 of3Porking Servicessystem, and a strategic desire to align our mobile parking payment system withinthe same brand structure as Montana State University (and other communities inMontana). By satisfying these factors the City of Bozeman will significantly enhancethe overall parking experience offered to our citizens and visitors.P.O Box 1230Bozemon, MT 59771-123020 Eost 0tive Street406 582-2903www.bozemon.netTDD:40ó-582-2301THE MOST LIVABLE PLACE
PASSPORT LABS.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-governing municipalcorporation organizedand existing under its Charter and the laws of the State of Montan4 121 NorthRouse Street, Bozeman, Montan4 with a mailing address of PO Box 1230, Bozeman' MT 59771'hereinafter referred to as "City," and 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. Eg¡@: City agrees to enter this Agreement with Contractor for the SoftwareLicense and Services described herein and in the Exhibits atøched hereto and by this reference madea part hereof.Z. Term/Effective Date/Renow¡l: 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. ln no case, however, may thisAgreement run longer than five (5) years, including the Initial Term and any Renewal Terms'3. Softrv¡re Licensa Eouipmenf ¡nd Sclvices: 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 E¡bibit C. For conflicts between this Agreement and the exhibits attrachedhereto, unless specifically provided otherwise, the Agreement governs.4. Bggpp!: City agrees to pay Contactor 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 w¡itten request by the City, and will become anSoftware License, Equipmen! and Services Agreement with Passport Labs, Inc.FY 2019 - FY 2020Page I ofll
additional charge over and above the amount listed in Exhibit A. The City must agree in writing uponany additional charges.5. Contractor's Reoresentrtions: To induce City to enter into this Agreement,Contactor makes the following representations :a. Contactor has familiarized 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 wa¡rants to City that it has the experience and ability toperform the services reguired by this Agreement; that it will perform 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, tademark,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 Statusll¡bor Relations: The parties agree that Contractoris an independent contractor for pulposes of this Agreement and is not to be considered an employeeof the City for any purpose. Contactor 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 ofContactor's business, except for those members who are exempted by law.Contactor 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 workers'compensation insurance in the State of North Ca¡olina; or (2) proof of exemption from workets'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 agrees 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, Equipmen! and Services Agreement with Passport Labs, lnc.FY 2019 -FY 2020Page2 ofll
steps contracto¡ shall take shall be left to the discretion of contractor; provided, however' thatContactor shall bear all costs of any related legal action. Contractor shall provide immediate reliefto the City so as to permit the services to continue at no additional cost to City'Contractor shall indemniff, defend, and hold the City harmless from any and all third partyclaims, demands, costs, expenses, damages, and liabilities arising out of, resulting from, or occurringin connection with any labor problems or disputes or any delays or stoppages of work associated withsuch problems or disPutes'7. For other than professional servicesrendered, to agfees to release, defend, indemnis, andhold harmless the City, its agents, representatives, employees, and ofücers (collectively refened tofor purposes of this Section as the city) from and against any and all third parry 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 cal¡ses 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, reokless, or intentional misconduct of theContractor; or (ii) any negligent, reckless, or intentional misconduct of any of the Contractor's agents'For the professional services rendered, to the fullest extent permiued by law, Contractoragrees to indemniff and hold the City harrnless against third party claims, demands, suits' damages'losses, and expenses, including reasonable defense attomey fees, to the extent caused by thenegligence or willful misconduct of the Contactor 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)'Conhactor,s indemnity under this Section shall be without regard to and without any right tocontribution from any insurance maintained by City'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 incu¡red in asserting its right to indemnification or defense but only if a courtSoftware License, Equipment, and Services Agreement with Passport Labs' Inc'FY 2019 - FY 2020Page3 ofll
PASSPQRT LABS.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, 121 NorthRouse street, Bozeman, Montan4 with a mailing address of Po Box 1230, Bozeman, MT 59771,hereinafter referred to as ,.City," and Passport Labs, Inc., hereinafter referred to as "Passport" ot"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. puroose: City agrees to enter this Agreement with Contractor for the SoftwareLicense and Services described herein and in the Exhibits attached hereto and by this reference madea part hereof.2. TermÆfïective Date/Renew¡t: This Agreement is effective upon the Effective Dateand continue ror a perioa of three (3) years (the "Initial Term"). Thereafter, the Agreement shallautomatically renew for additional one (1) year periods (each a "Renewal Term") unless either Partynotifres the other in writing of its intent not to renew no less than one hundred eighty (180) daysbefore the expiration of Initial Term or Renewal Term, as applicable. In no ciase, however, may thisAgreement run longer than five (5) years, including the Initial Term and any Renewal Terms'3. Software License. Equioment ¡nd Servicer: 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 governs.4. @l: City agrees to pay Contractor the amount specifi.ed in Exhibit A. Anyalteration or deviation from the described services that involves additional costs above the Agreementamount will be perfiormed 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 Exhibit A. The City must agree in writing uponany additional charges.5. Contractor's Reoresentations: To induce City to enter into this Agreement,Contractor makes the following representations :a.. Conüactor has familiarized 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. Contactor represents and warants to City that it has the experience and ability toperform the services reguired 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, tademark,privacy, publicþ, libel, slander or any other rights of any nature whatsoever, or violate any federal,state and municipal laws. The City will not determine or exetcise conhol as to general procedures orformats necessary to have these services meet this warranty.6. Indeoendent Contr¡ctor Status/Labor Relations: The parties agree that Contractoris an independent contractor for purposes of this Agreement and is not to be considered an employeeof the City for any purpose. 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. Conüactor is not authorized to reptesent the Cþ 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 Montanq Title 39, Clnpter 71,MCA. Contractor shall maintain workers' compensation coverage for all members and employees ofContactor's business, except for those members who are exempted by law.Contactor shall furnish the City with copies showing one of the following: (l) a binder forworkers' compensation coverage by an insurer licensed and authorized to provide workers'compensation insurance in the State of North Carolina; or (2) proof of exemption from workers'compensation granted by law for independent conhactors.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 agfees to take immediate steps, at its own expense and without expectation ofreimbursement from City, to alleviate or resolve all such labor problems or disputes. The specificSoftware License, Equipment, and Services Agreement with Passport Labs, lnc.FY 2019 - FY 2020Page2 ofll
steps conhactor shall take shall be left to the discretion of contractor; provided' however' thatcontractor shall bea¡ all costs of any related regal action. contractor shall provide immediate reliefto the City so as to permit the services to continue at no additional cost to City'Contractor shall indemniff, defend, and hold the City harmless from any and all third partyclaims, demands, costs, expenses, damages, and liabilities arising out of, resulting from, or occurringin 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 agfees to release, defend' indemnifl' andhold harmless the city, its agents, representatives, employees, and offtcers (collectively referred tofor purposes of this Section as the city) from and against any and alr third parry 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 inherently olintrinsically dangerous) oì durnug", 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 theConüactor; or (ii) any negligent, reckless, or intentional misconduct of any of the Contactor's agents'For the professional services rendered, to the fullest extent permitted by law, contractoragrees to indemniff and hold the Cþ harrnless 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 Contactor'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 conìmonJaw or statutory rights of the indemnitee(s)which would otherwise exist as to such indemnitee(s)'Contactor,s indemnity under this Section shall be without regard to and without any right tocontribution from any insurance maintained by City'Should any indemnitee described herein be required to bring an action against the Confractorto asseft its right to defense or indemnification under this Agreement or under the Contactor'sapplicable insurance policies required below the indemnitee shall be entitled to recover reasonablecosts and attorney fees incqrred in asserting its right to indemnification or defense but only if a courtSoftwareLicense,Equipment,andServicesAgreementwithPassportLabs'[nc'FY 2019 - FY 2020Page3 ofll
of competent jurisdiction determines the Contractor was obligated to defend the claim(s) or wasobligated to indemnif the indemnitee for a claim(s) or any portion(s) thereof'ln the event of an action filed against City resulting from the City's performance under thisAgreement, the City may elect to represent itself and incur all costs and expenses of suit'Conhactor 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 arisingfrom, growing out of, or in any way connected with or incident to the performance of this Agreementexcept ..responsibility for his own fraud, for willful ittj.rry to the person or property of another' or forviolation of law, whether willful 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, confactor 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 Contactor in this Section. The insurance coverage shall not contain any exclusionfor liabilities specifically assumed by the Contractor in zubsection (a) of this Section'The insurance shall cover and apply to all claims, demands, suits, damages, losses, andexpenses that may be asserted or claimed 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 ci y * accompanying certificate of insurance and accompanying endorsementsin amounts not less than as follows:o Workers' Compensation - statutory;r Employers' Liability - $1,000,000 per occurence; $2,000,000 annual aggregate;e commercial General Liability - $1,000,000 per occunence; $2,000,000 annualaggîegate;o Automobile Liabilþ - $1,000,000 property damage/bodily injury per accident; ando Professional Liability - $1,000,000 per claim; $2,000,000 annual aggregate'The above amounts shall be exclusive of defense costs. The City of Bozeman, its offrcers,agents, and employees, shall be endorsed as an additional or named insured on a primary non-contributory basis on both the commercial General and Automobile Liability policies- The insutanceand required endorsements must be in a form suiøble to cþ and shall include no less than a thirtySoftware License, Eeuipment' 11{|ïîlïïiiffment with Passport Labs' Inc'Page4ofll
(30) day notice of cancellation or non-renewal. Contractor shall notiÛ City within two (2) businessdays of contractor's receipt of notice that any required insurance coverage will be terminated orContactor's decision to terminate any required insurance coverage for any fe¿uìon'commencing worls8. Termination for Contractor's Fault:a. If Contractor reñrses or fails to timely do the wotk, or any part thereof, or failsto perform any of its obligations under this Agreement, or otherwise breaches any terms orconditions of this Agreement, and if after receiving written notice from the Cþ speciflingthe alleged b¡each contractor fails to cure the breach within a reasonable time after receipt ofsuch notice, the City may by written notice, terminate this Agfeement and the Contactor'sright to proceed \¡/ith all or any part of the work ("Termination Notice Due to Conüactor'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. ln 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 equþ'd. tn the event of termination under this section 8, under no circumstances, shalleither party be entitled to claim of recover consequential, special, prrnitive, lost businessopportunity, lost productivþ, freld offrce overhead, general conditions costs' of lost profitsdarnages of any nature arising, or claimed to have arisen, as a result of the termination'9. Termination for Cltv's Convenlencc: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 Agreemelt by written notice to contractor (Notice of Termination for city'sConvenienc.,,j. Th" temrination shall be effective in the mrinner specihed in the Notice ofTennination for City's Convenience and shall be without prejudice to any claims that the Citymay otherwise have against Contractor'SoftwareLicense,Equipment,andServicesAgreementwithPassportLabs'Inc'FY 2019 - Fv 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 effort to refrain from continuing work, incuningadditional 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 preserve, protect, and maintain work already completed or immediatelyln 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 ttnee (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, wtder no circumstances,be entitled to claim or recover consequential, special, punitive, lost business opportunity, lostproductivity, field office overhead, general conditions costs, or lost profits damages of anynature 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,Contractor's damages shall be limited to contact damages and Contractor hereby expresslywaives any right to claim or recover consequential, special, punitive, lost businessopportunity, lost productivity, field office 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 ornatwe, 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, \Àrithin thirty (30) days of the facts and circumstances giving rise to theclaim. In the event Contracto¡ fails to provide such notice, Conhactor shall waive all rightsto assert such claim.11. þ@:a. Citv's Renresentative: The City's Representative for the purpose of thisAgreement shall be Ed Meece, Parking Program Manager or such other individual as Cityshall designate in writing. Whenever approval or authorization from or communication orSoftware License, Equipment, and services Agreement with Passport Labs, Inc.FY 2019 -FY 2020Page 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 Conhactor isrequired by this Agreemenl 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. !lgg4gg: 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.Athr: Khristian Gutienez128 S. Tryon St., Suite 2200Charlotte, NC 28202Fax: (888) 804-1783With a hard copy to General Counsel and by email to jaqon.ldilbi@Passportinc.comIf to City at the contact information provided in Exhibit A'lZ. @: 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 envi¡onmental laws including, but not limited to, the generation and disposalof hazardous waste, the Occupational Safety and Health Act (OSFIA), the safety rules, codes, andprovisions of the Montana Safety Act in Title 50, Chapter 71, MCA, all applicable City, County, andState building and electical codes, the Americans with Disabilities AcL 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 qualifications. 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, $eed, political ideas, sex, age,marital 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 disability, marital status ot sex distinction. The Contactor shall be subject to and complywith Title VI of the Civil Riehts Act of 1964; Section 140, Title 2, United States Code, and allregulations promulgated thereunder. The Contractor shall require these nondiscrimination terms ofits subcontractors providing services under 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 Contactor's employeesand agents in proper and specified work methods and procedures. The Conhactor 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 Assienabilitv: This Agreement may not be enlarged, modified oraltered except by written agreement signed by both parties hereto, The Conhactor 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 8 ofll
17.Contractor agrees to develop and/orprovide documentation asrequestedby the City demonstrating Contractor's compliance with therequirements of this Agreement.contractor shall allow the city, its auditors, and other personsauthorized by the CitYto inspectits books and records for the pu{pose of verifuing that thecompliancewith the termsof this Agreement and all applicable provisions of federal' state, and locallaw, The Contractorshall not issue any statements, releases or information for public disseminationwithout prior approval of the City-lg. Non-Waiver: A waiver by either party any default or bréach by the other party 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 ofany subsequent defaultor breach.19. Attorncv's Fees and Co¡ts: 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 party or the Party giving notice shall be entitled to seek reasonableattomey,s fees and costs, including fees, salary, and costs of in-house counsel to include CityAttomey.20. Egg; Contractor is obligated to pay all taxes of any kind or nature and make allappropriate employee witlùoldings.2r- DlspsleÅçgelggiq:a. Any claim, controversy, or dispute between the parties, their agents,employees, or representatives shall be resolved fust by negotiation between senior-levelpersonnel from each party duly authorized to execute settlement agreements. Upon mutualàgreement ofthe parties, the parties may invite an independent, disinterested mediator to 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. @gE: The headings used in this Agreement are for convenience only and are notSoftware License, Equipment, anar|ïîÏïiiï;ment with Passport Labs' Inc'Page9ofll
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 thereof shall continue in effect'25. Aonlicable Law: The parties agree that this Agteement is governed in all respects bythe laws of the State of Montana.26. Bindins Effect: This Agreement is binding upon and inures to the benefit ofthe heirs,legal representatives, successors, and assigns ofthe parties.27. No Third-Prrtv Beneficir¡ry: This Agreement is for the exclusive benefit of theparties, does not constitute a third-party beneficiary agreement, and may not be relied upon orenforced by a third party.2t. Countero¡rts: This Agreement may be executed in counterparts, which togetherconstitute one instrument.Zg, Inteer¡tion: 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 SIGNATUIIES 'T*iK*software License, Equipment, and Services Agreement with Passport Labs, Inc.FY 2019 -FY 2020Page l0 ofll
IN WITFTESS IYmREOF, the parties hereto have executed this instument the day and yearfìrst above written.crTY OF BOZEMAN, MOI{TANADennis Taylor, Interim City ManagerKhristian GutierrezPrint Title: CROAPPROVED AS TO FORM:Greg Sullivan, Bozeman City AttorneySoftware License, Equipmørt, anarSiîlït"ffiment with Passport Labs, Inc'Page l1 ofll
EXHIB¡T ASOFTWARE LICENSE AND SERVICESI. GENERAL TERMSPhone: 406-582-2903ContacÍ Ed MeeceProvider Billing Contect Addressl2l N. Rouse AveBozemar¡ MT 59715Services:passport will provide services (the "services') and license all software, including all web and mobileapplications - for Provider to operate a mobilep^ayment for private white label payment setup which all ed or managed by Provider (the..Þremises") the ability to pay for parking using a smartphone application or mobile web application.Custom Branded Private Label Mobile Payment Set UpL private Label Set Up, Provider desires, and Passport wishes to deliver to Provider inconnection with the Agreement aprivate-label application (?rivate Label App") Pursuantto the terms and conditions below.Provider Obliqârlo.ns. Provider shall:i. Serve as the accormt holder of record for Google Play and Apple App Storedeveloper accor¡nts (the "Accounts').ii. Authorize Passport to take all necessary actions related to the Accounts onProvider's behalf inoluding, but not limited to, activation, set-up, managemenÇmainùenance, and support. Provider shall comply with all necessary conditions,requirements, and obligations to serve as the holder of the Accounts 'including,but not limited to, obtaining a Dun & Bradsheet, Inc. numbsr in Provider's name.provider must cooperate with Passport to ensure that atl Accounts credentials(e.g., username and password) are received by Passport aminimum of fifteen (15)business days prior the launch date ofthe Private Label App.iii. Not hold PassPo of ProviderGoogle, Apple, or requiredinformation to P connectionwith the Accounts.A.of BozemanNsme:ProvidcrProvider Contsct Addrcss12l N. Rouse AveBozeman, MT 59715
B.lvNot access ot use the Accountsin any manner that could cause enor orintemrption. Passport is not liable for any enors, delays, or problems caused byProvider's access or use ofthe Accounts.v. Not access the Accounts for the purposes of responding to Private Label Appreviews in the Google Play and Apple App Stores.vi. Cooperate with Passport manner such that Passport can*""i itr obligations her and/or taking any action, asnecessary or required, ed to, the execution of anydocuments related ùo the Accounts.vii. Be responsible for all fees associated with the Accounts (currently' $99'00/yearfor Apple and a one-time fee of $25.00 for Google).Passoort Obligations. Passport shall:i. Create the Private Label APP.ii. Assist Provider or otherwise act on Provider's behalf pursuant to the POA, relatedto uP, management'm e required, obtainFe ider.iii. Have the exclusive righÇ on behatf of Provider and in Passport's sole discretion,to respond to Private Label App reviews in the Google Play and Apple AppSûores.Private Label Assets. Passport shall retain all hadema¡k, copyright and otherint"frctu¡ property rights in and to any brand name and brand visualization contentthat passport cieates in connection with the Private Label App. Passport reserves theright to include elements indicating Passport as the Provider of the Private Label App'rri"h rt word elements (e.g., "Powered by Passporf') and/or desigrr elements (e.g., aPassport logo), in conjunction with such Private Label Assets wherever they mayc.2
Initial Decals2 decals perpay station.Inst¡llation:Provider will be solely responsible for installing all signs and decals in the Premises. This obligationincludes the responsibility to provide all hardware necessary to affix and display signs and decals,including without limitation, all hooks, poles, posts, brackets, scfews, bolts, and nutsincurred by Passport employeeswhile travelinoProvider's reouest.^tAncillaty Fees:a) Zone setup fees of three dolla¡s ($3.00) per sPace - WAIVEDb) Initial Signs and Stickers - WAMD(unit pricis of twenty dollars ($20.00) per sign and th¡ee dollars ($3.00¡ per decal will applyto additional or replacement orders)c) provider will pay a ten dolla¡ ($ 10.00) administrative fee in addition to sign and shippingcosts per sign for any additional or replacement signs purchased through Passportd) proviðer witl p"y a one dollar ($1.00) adminisüative fee in addition to decal and shippingcosts per decal for any additional or replacement decals purchased through Passporte) Passport will provide a design file to allow Provider to print replacement sigrs and decalsÐ hovìder will reimbune Passport for any and all reasonable travel, lodging, and food expensesInitialSignsOn Street: I sign per 5parking spaces or 2signs per block forLPR environments.Off Steet: I sign perl0 pa¡kinc spaces.Equipment Provided bY PassPort:II. MOBILE PAYMENT FOR PARIONG TERMS(continued on next page)3
ProviderOther$0.3s$0.35Included in MsrchantProcessing Rate PerX PassPortXProvider¡GatewayPaymentPassport GatewaYPer Tr¡nsaction:FeeRecord for Transactions:Merchant ofPassportProcessing2.9% + $0.30Transaction:PerReteMerch¡ntlimitation,fees.withot¡tincluding,cosb,andmerchantallpayrngforCostsresponsiblebeProcessingwillMerch¡ntProvidersettlementrwilllllonthly fee: $1,925Per Tr¡nsaction MPPand License Fce*ServiceCustomersngParkitotüroughPassedFecConvenienceMaximumIII. FEES*An MPP"transaction"is a singlesession lasting lessthan twenty-four (24)hours in duration.UI. ADDITIONAL TER]VIS AND CONDITIONSl. PCI CertificationFor the duration of the term of this Agreement, Passport will maintain Payment card Industry - DataSecurity Standa¡d ceÌtifi oation'2. FroduotUdatesAny system-wide improvcmcRts of modifications made by Passportro the softwarc will' when available'be prcvided to nov¡oer a'i'î"în"ìg, . pi""i¿ei*ã-*fu eutom"tieaily be subJec't to the terms of thisAgreement.be built into the system, and' to the extent thates or fi¡nctionalþ into the Softwa¡e, Passport willn 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 softwarelicense or maintenance fee that will be mutually agred between the pärties in a separate written addendumto this Agreement.3. ChancesAny changes to the scope of services provided under this Agreement shall be set forth in a written changeorder or airendment sþned by both parties setting forth the scope ofthe change(s) and any applicable fees.4. Additional Passoort Servicespassport provides all of the following software platforms as part of its overall technology portfolio: mobilepuyr*t for parking, citation manaçmenÇ digital permits, and mobile payments for t¡ansit. Pr-ovider mayiequest ttre ad¿¡tion ófany ofthese ptatforms to the extent not provided by Passport to Provider as oftheEfiective Date, and any a¿ditionat pútforms developed by Passport from and after the Effective Date, whichshall be memorializedin an addendum to this Agreement including the fees 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 providei at least twenty-iour (24) hours in advance of the commencement of such scheduledmaintenance. For the putpoir of this sectior¡ "business hours" means Monday through Friday between 9am 5 pm EDT. In the evènt that Passport determines that unscheduled maintenance is necessary, Passportwill iive provider as much advanóe notice as is reasonably practicable, unless such unscheduledmainiónance is necessitated by emergency circumstances for which it would be unfeasible or impossible tonotiff Provider in advance.6. S:rstem Uptime: Billinq Creditspassport will provide the Software with uptime of at least ninety-nine percent (99'0%) oalculated over arolliåg six-month period ("Uptime Gua¡antee"). For any month during which system uptime droPs belowthe Uitime Guarantee, tasspórt will provide abilling credit in an amount equal to the percentage dìfferencebetween a) the lowest upime reached at any point during the month (calculated on a rolling six monthperiod) *â U¡ tt " Uptime Guarantee, multiplied by ttre total fees payable to Passport for such month. Forå*u*¡., if during a given month the software uptime falls to ninety-frve percent (95.0%) and if during that,oontt, th" fees piyable 19 Passport were one hundred dollars ($100.00), Passpon will issue a billing creditof four dollars ti,i.OO¡. For ths purposes of this agreemen! uptime is defined as any period of time duringwhich end users of the Sofrware can u¡¡€ the Software'7, Service LevelsSubject to the uptime guarantee set forth in Section 8, Passport's sole and exclusive obligæion in the eventof air enor or iniemtption of the Software is to use its best efforts to restore or repair the Softwa¡e as quicklyas practìcable.L Technical SupportA. 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 emergency telephone support" available24lT.5
. Monday-Friday 8AM - 7PM ESTo(US) 980-939-0990o I lr"'lp'? oass¡mrlinc.conr¡ After-Hours Emergency SuPPorto 866'815.3043B. Provider will provide initial support, including inquires via te(,'parkers"). Ifthe Prov¡der is unable to address the parkers technical que*"rr to Passport's End-tjser support Team for technioal issues fromhoursofg:00a.mtog:00p.m.ESîatruS)704-817-2500orSupport@passportinc.com. Providermaynotãirpfu' passport's phone'number 1or àther direct contact information for Passport) on any marketing orsignage visible by parkers.9. Data RightsThis rovider, as the case may be, with respect to the datathat i in its Privacy Policy or othenrise' procurcfiom sary to grant to Provider the rigþb in suchdata it may be amended from time to time inf*rpott'. sole discretion, can be viewed at https://passportinc.com/privacy-policy/.agreements. In each case, Operational data may refer to pasÇ present, or future states of such itsms'of the Provider. The Provider grants Passport anon-assignable, and non-tansferrable license toor transfer such license to a successor in connectionassets or business related to this ageement, or in theevent of its merger, consolidation, change in control or similar fansaction.B. Paymørt card lndustry-Data security standard Information ("PCI-DSStnformæioú,) consists of the fóllowing items, each as defrned by the then-cunent Payment Card IndustryData Security Standards ("PCI-DSS"): Account Data; Ca¡dholder Datq Primary Account Number; andS ensitive Authenticati on Data.Passport acquires a license or sublicense to the PcI-DSS Information from end users who share such datawith'passport in connection with their use of the Software. Passport must secure such data in accordancewith pCI-DSS. As such, Passport may not grant Provider derivative rights to such PCI-DSS Informationand passport shall not be required to disclose such PCI-DSS Information to Provider.C. Personal that Permits theidentity of an indi infened by eitherdirect or indirect ntunber or code'including gender,de or postal code), and other descriptors----can be usedectly identifi individuals. lnformation 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 Pursuant to Passport's Privacy Policy,as it may be amended from time to time in Passport's sole discretion. Passport may sublicense PII 1o theprovidei under ceftain conditions (including but not limited to the Provider's compliance with informationsecurity conhols 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 Passpof toprovider and by end users' interactions with the services or with Passport directly that is not otherwise PCI-DSS information or PII as defined above. Activity data may include, but is not limited to, user interactiondata, geolocation data, opt-in/opt-out status (including compliance logs), purchase and session data"apptiıtion diagnostic dat4 serviðe performance data, and support data. Data that is derived from Activitydata is atso Activity data.Activity data is the sole and exclusive prop€rty ofPassport. Passport grants the Provider an inevocable,royalty-ç6s, non-exclusive, non-assignable, and non-transferrable license to Activity dafa for úre durationof ttrc term of this Agreement and only to the extent and in the format that Passport chooses in its solediscretion to oxpose such data through its administrative portal or as otherwise agreed upon with theprovider and onty for the Provider's internal use in oonnection with the services provided under thisagreement.10. Privacy Policy: Terms of UseEnd users' use ofthe 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 b€ viewed athtþs:/þassportinc.com/privacy-polioy/, and (b) Passport's Terms and Conditions, as they may be amendedfrom time tò time in Passport's sole discretion, which can be viewed at htps://passpo¡tinc.cont/terms-and-conditionV.ll. Intelleetual PropertyA. passport grants Provider a revocable, non+xclusive, 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 intellectual property rights including, without limitatiorU trade names, sourcecode, trademarks, copyrights, patents, ar¡d trade secrets, not explicitly granted to Provider in this agreementare reseryed to Passport.B. Provider will not, directly, indirectly, alone, or with another party, (I) copy, disassemble, reverseengineer, or decompile the software or any subpart thertof; (ii) modiff, create derivative works based upon,ot tr*trl"t" the software or source code; (iii) transfer or otherwise 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 thirdpafy to do or attempt to do any ofthe foregoing, except as expressly permitted hereunder.12. Publicitv: Use of Names and MarkSubject to the provisions of Section 19 (Confidentiality) below, the parties will have the right to publiclydisciose that Passport is Provider's provider of the Softrrare 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 illusbative lisl of clienls'7
13. Payment Gatewayprovider must suppþ a payment gateway for the payment of all fees by end users. Passport can providepayment gute*uy seiuicès an¿ Exhibir g contains a list of other payment gateways supported-by Passport.þot *V ,.ú.uppıtteA payment gut"*uy t"l"cted by Provider, Passport will charge a two hundred.-*d fiffyOonar (SZSO.ôô¡ per d"vetopmãnt hour necessary to perform necessary integrations. Provider will bear allcosts associated with paymånt gateway services, including all per transaction costs. hovider may elect touse passport's payment g"t"t""y at any time (which shall be reflected in a written amendment to thisAgreement) at the taþ of $0.05 per transaction.14. Pavment TermsIf passport is the Merchant of Record ("MOR"), Passport will remit the funds to Provider from thepreceaing month within fifteen (15) days of the conclusion of the month after netting out Passport's feesand merchant processing fees.lf provider is the MOR, Passport will send monthly invoices to Provider for all fees payable to Pa-ssportthat accrued during the preceding month. If Provider fails to remit payment according to such invoiceswithin thirty (30) days áto th" ãate on the invoice, Passport will have the right to suspend Provider'saccess to the software and/or assess interest at the rate of l8% per annum on the delinquent balance, or themaximum rate permitted by state law, if lower, until such delinquent balance is paid'15. Refirndspassport agrees to forgo or retum, as applicable, its per transaction fees for any refimd g.antgd by Provider.provider *in ¡. responsible for reimbursing Passport for all merchant processing fees, including withoutlimitation payment gateway fees, settlemenifees, and interchange reimbursement fees, if any, incurred byPassport for all transactions, including refirnded 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 repressnts and warantsits sigratory is duly ar¡thorized to bind Provider to the terms herein.17. ConfìdentialityA. provider and Passport agree to treat this Agreement and all information ñrnished, or to befumished, by or on behalf óf ttre other party and information analyses, summaries and other work productderived from suctr information (collectively, the "Confidential Information") in accordance with theprovisions ofthis section and to take, or abstain from taking, atl astions set forth herein. Each party, as areceiving party, will do the following things with regard to the Confidential Information ofthe other party:prevent the disclosure ofthe Confidential Information by the receiving pa¡ty and each ofthereceiving party's employees, agents, and/or professionals to any third party other than aspermitted under this Agreement;Üse, and permit the use of, the Confidential Information only for the purposes of providing, orenjoying the benefìt of, the goods, services, and./or software provided for in this Agfeement(the "Purpose");l.11.I
IilDisclose 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 Confidential Information inthe course of accomplishing, or advising the disclosinS pafty with regard to, the Purpose;Cause each employe€, ag€nt, or professional to whom the receiving party discloses theConfidentiat Information to be bound by an obligation of confidentiality that is at least asrigorous as the obligations contained in this Agreement; andReturn or destroy all w¡itten or other tang¡bl€ 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 witt¡ the disclosing party's request.lv.B. Nothing in this Agreement will prevent the receiving party from disclosing or using ConfidentialInformation to the extent that:i. It is or bccomes readily ascertainable by proper means by the public without any breach of aconfidentiality obligation of the receiving party;ii. It is received from a third party that is not under an obligation of confidentiality of which thereceiving pafy knew or had reason to know;iii. It was independentþ developed by the receiving pa4y without use of the ConfidentialInformation; oriv. It is required by law to be disclosed, provided that the receiving parly 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 simila¡ measu¡es.Forthe avoidance of doubt, none ofthe requirements of this Section shall prohibit Ptovider from disclosingConfidential Information to the extent that such information is required to be disclosed punuant to anyopen records law, open meetings law, or any other local public disclosure law applicable to Provider.18. Wallet ServicesProvider may elect to provide parking customers with a virtual wallet (a "wallet program"). With a walletprogram, parking customers would be required to prepay funds into a wallet account for the payment offuture parking fees and/or transit ticket fares. Provider and Passport shall agree in advance on the minimr¡mamount required to fund the walleL19. Markçting and Desisn 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 shouldcontast its Passport sales associate for additional deøils perøining to these services. Any services selectedand any applicable fees and terms will be memorialized in a written addendum !o this Agreement and shallbe incorporated herein by reference.20. Cooperative PurchasinqProvider will allow any public agency located in thc 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 connection therewith.v9
21. Force Maieure1 ir dutiese sake ofliers, orintegration partners, labor strikes, acts ofgod, acts ofthe public enemy, fires, natural disasters, wani, orriots.Exhibit BSuppoled Paymen¡ Gatewaysl. Authorize.nct2. C-ash Net3. Chase Paymentech (Orbital) - US / Canada4. Converge @lavon)5. DataCash - United Kingdom6. Desjardins - Canada7. FirstData RaPid Connect8. FIS Pay9. Heartland10. lntemet SecureI l. Moneris - US / Canada12. Point and PaY13. TD BeansFeam/Bambora14. Vantiv15. WorldPaY (Securenet)l0
Exhibit CStatement of \ilorkll
Statement of WorkCity of Bozeman, MTMarch 19th,2020DisclaimerProject OverviewScooe of WorkConfiqurationsGateway and Merchant ProcessingBack-Office PortalFunctionalityClient White Label RequirementMerchant ValidationsCustom Configurationslnteractive Voice Response SystemT2 Systems Enforcement lntegrationGold Marketing Package¡!¡!sportCONFIDENTAL AND PROPRIETARY,Pas@ 2020 Passport. All ri8hts reserued.
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 Overviewpassport will implement its parking application technology to build the City of Bozeman, MT("Client") a white label parking application.The Client currently has on-street and off-street parking areas with the option to pay for parkingin off-street parking areas using T2 Digital Luke ll pay by plate hardware. The Client utilizes T2Systems solutions for permit and citation management. ln addition, the Client utilizes GenetecAutoVu Mobile LPR to supplement enforcement efforts with T2 systems.The Client will use the Passport white label mobile payment application as another method forcustomers to register and pay for session based parking by zone and license plate number.ln addition, the Client will be using the mobile application to display URL links to the Client'shome page, the Client's T2 permit portal, citation payment and appeals portal, Client socialmedia pages, the standard Passport mobile payment page utilized for parking at Montana StateUniversity, and the Montana State University website.passport and the Client understand that the Client is requesting lwo features through the whitelabel mobile application that are not immediately available:o The ability to display current availability through the Find Parking Map option usingcurrent paid session data in the white label application and through data collected fromGenetec's occupancy camera technology; ando The ability to monitor and prevent multiple requests of free two hour parking byregistered license plate number through both T2 Digital Luke ll hardware and thePassport white label application.¡:PassCONFIDENTIAL AND PROPRIETARY2porto 2020 Passpor-t. All rights reserved
¡!Passport will implement these features for the Client as they complete design and development.A statement of work for these features will be completed once development of the features havebeen 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.Scope of WorkGonfigurat¡onsGateway and Merchant ProcessingPassport will provide Gateway and Merchant Processing services directly to the Client,eliminating the need for an external provider.The City will be responsible for paying all gateway and merchant processing fees.Funds will be remitted to the City, less the gateway, merchant processing, and Passport fees,on a monthly basis after the close of a month.White Label Mobile Parking Applicationtiacl<-Oifice Por'iaïPassport will deliver its back-office administration and data insights portal that will allow theClient to make financial and operational decisions.Back-office portal capabilities includeo 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 setupo Streamlined user interfaceo Robust Reportingo Dashboard Activity pageo Real-time analytics of existing sessionsCONFIDENTIAL AND PROPRIETARYPass3port@ 2020 PasspoÌt- All r¡8hts reserved
¡!Zone managementFunctionalityPassport 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 byutilizing Passport Parking's technology and presenting the Client's branding within setparameters, represented with a graphic and in-app scheme for select elements.Glient White 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 functionality:o Create a user accounto Phone number, email address, nameo Create and pay for parking sessionso Extend parking remotelYo Receive session expiration alerts and notificationso Complete payment via major card networks credit and debit cards.e Add and delete Vehicles (LPN)o View parking history and email receiptso Mobile-optimized website (mobile pay web or "MPW) to facilitate parking sessions via amobile browser or desktoPo 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.CONFIDENTIAL AND PROPRIETARY.@ 2020 Pasport. All rl8hts reserued.Passport4
oln-Appor The Client will be required to provide Passport with accurate geo-locationdata for the configured zones.LinksUsers 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 textApp 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 corresponding app in the App Store or PlayStore.o5tasspi!pMerchant 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 include:o Validation type and amount configurationo One-time use validationso Multi-usevalidationsPassport Parking Signage and DecalsPassport recommends the following for metered areas:Signageo 1 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 for each multispace metero 1 decalon each sideo 1 decalon the payment side of the meter'CONFIDENTIAL AND PROPRIETARYor@ 2O2O Passport. All ri8hts reserued.
¡!sspoPassport recommends the following for non-metered, mobile payment only areaso 1 sign per 5 spaces for parking loVgarage environmentso 1 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 replacement 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 quality or coverage of such signage anddecals degrade, the Client is responsible for notifying Passport so that this can be resolved; anyadditional or replacement signs or decals will be at the Client's cost.Signage materials are as follows:The signs are KomaAlu with Avery Cast Laminate with UV Protection 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.CONFIDENTIAL AND PROPRIETARY.@ 2020 Passport. All riBhts reserved.ortPa
$30$20Price Per Sign16x24in12x18inSize$s$z$zPrice Per Decal6x12in5x1.75in4x3inSize\Mrere 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 g175/hour and such customizations are subject to approval by an authorizedrepresentative of PassPort.Mobile Parking Session Monitoringpassport will provide the Client with direct access to its ParkMonitor mobile payment monitoringtoolto be used as an emergency monitoring tool in the event the Client's enforcement provideris down. parkMonitor is a username and password protected website that will allow the Client todetermine if a vehicle or space has been paid with the white label application.The Client will access this website on their existing mobile devicesGustom Gonfigurat¡onslnteractive Voice Response Systempassport will work with the Client to configure an Interactive Voice Response ("lVR") system tofacilitate parking sessions via a phone call.The Client will be required to create an account and procure their dedicated IVR number fromTwilio to be included in the Client managed calling tree. The Client will be required to addas a user with Administrator privileges on the Twilioaccount. This is required to configure the Client's IVR number in Passport's system.¡!fPasspCONFIDENTIAL AND PROPRIETARY.7or@ 2020 Passport All r¡8hts reserved.
Once the Client has their number procured, they can configure their calling tree to have aprompt such as "Press 1 to start a parking session". From here, the parker will be moved intoPassport's IVR system to execute the parking session. The cost incurred for minutes used willbe automatically billed to the Client as the inbound calls will be processed under their account inTwilio.T2 Systems Enforcement lntegrationPassport willwork with the Client's existing enforcement solution vendor, T2 Systems, toprovide access to Passport's MonitoringAPl for the Client's enforcement staff to access thewhite label application paid session information through T2 enforcement hardware by licenseplate number and zone.The T2 Systems integration is an inbound pullfrom Passport's standpoint. This means that T2Systems initiates the request (inbound to Passport) and pulls data from our system forenforcement purposes through their software.Mobile LPR lntegrat¡on: PCS Mobile/GenetecPassport willwork with PCS Mobile to integrate it's system with the Genetec equipment-basedlicense plate recognition system for the purposes of monitoring the white label application-basedpaid sessions.This integration is an inbound pullfrom Passport's standpoint. This means that PCS Mobile /Genetec initiates the request (inbound to Passport) and pulls data from our system forenforcement purposes through their license plate recognition system.Find Parking - Gurrent Availability Service and lntegrationWithin the Find Parking map, which is accessible via the app's navigation, the user will be ableto access zone-level availability information to help influence their parking decisions. TheClient's zones will overlay the map with pin indicators based on the laUlongs provided by thecity. lf occupancy data is available via Passport's Event lngestion API:The color of the zone's pin will change based on the proportion of available parkingspaces in comparison to the total parking spaces in the zone. On the zone pins, therewill be a quick-reference color scale that will indicate at a high-level how líkely a user isto find available parking within that zone (for example purposes only, green could meanOIssporti! p'CONFIDENTIAL AND PROPRIEIARYo 2020 Passport. All r¡ghts reserued
more than likely available, yellow could mean somewhat likely available, and red couldmean more than likely unavailable).A user may tap into the zone's pin, which will activate the zone's details, and view thenumber of available spaces within that zone.The count of available spaces, although displayed with a high level of confidence due to thesensor integration, should never be considered 100% precise due to the use of techniques, likecaching, that avoid unnecessary load on Passport's system that could lead to performancedegradations.passport will make available to Genetec an API specifically designed for Genetec to push LPRoccupancy information to Passport so that occupancy information can be an added variable tothe calculation of parking space availability.This availability service and integration is not currently available and will be coordinated byPassport 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:oi! eassportCONFIDENTIAL AND PROPRIETARY9@ 2020 Passport All r¡thts reserved.
STANOARD$+,sooSILVER+ $10,000Marketing Packages for Private Label Parklng AppsBranded PortfolioApp 51æ OptimlzalìonBrândlng Consultatlonslgnag6SlgnsDe@lsBet Pr¿ct¡(es Gu¡dePubllc RGlatlonsPress Releas lpo61 on website & soc-El media)Press KitPres Conferen(€ / DemoPrlnt Market¡ngHow-to Flyrr (3'x5')Benelits Poster (8.5"x1 1")V¿lldät¡on Code Card (3.5'x2')DEltal MarketlngCllent Webslte Contem & Consultatlonwebslte & soc'El Media Bannerslardlng PageExpei¡cntlal MarkotlngStræt TeamOntolnt SupportDediGted Client úfecycle Marketint ManaS,erCUSTOMCuslomMarkel¡ngOpportunltlsCo6uhaa¡onRequlred fùFeatures & PrlclngDes¡gn Flleqry:2,000Qty:2,000tton prcmo cod6One EEntQtr 5,000Qty: 1,00oQt)4 s,ooot7.000 Nomo cod6Thræ Eventsi!. ì round of deslgn revislons sre permltted, addltional rev¡slons are subjest to the hourly rale of $ì75'Assumptions & Notes\Mlile 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 reporting Project issues.Additional Client responsibilities include:o Providing operational information in a timely manner.o Providing a list of stakeholders for preliminary implementationo Making a good faith effort to facilitate the continued progress of the implementationCONFIDENTIAL AND PROPRIETARYo 2020 Passport All rights reseruedQO/:3,000Qty 500qt}4 3,000t5,N0 Nomo codesTwo EvedsGOLD+ 51 5,000PI-ATINUM+ $30,0ccPassport10
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'Timelinepassport has provided the Client with Passports Private labeltemplate project plan that definesthe tasks and their durations from project inception to completion. The project plan will berevised for the Client's specific work, like custom integrations, once the Project Kick-Off meetinghas occurred.The launch of the Client's white-label application contains dependencies on third parties as wellas the Client's ability to promptly provide required information, reviews, and approvals. Delaysby any party involved in the project may impact delivery timelines.The Genetec LPR driven off-street availability, while not included in the project plan as thefeature is not released, is tentatively scheduled to be released at the end of the third quarter in2020.Additionally, the free two hour synchronization between T2 Systems and Passport is a featurenot yet currently defined in our product roadmap. As such, an estimated timeline for this featurelaunch cannot be Provided.Project Change GontrolChanges 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.CONFIDENTIAL AND PROPRIETARYo 2020 PassPort All r¡8hts reseruedaaas5i!pport1'l
Processo A Passport representative will complete a Scoping Change Order form describing theexchange to be evaluated.o 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 all parties.CONFIDENTIAL AND PROPRIETARY.@ 2o2O Passport. All ri8hts reseryedaassporti!p12
AcceptancePlease indicate your acceptance of this Proposal and associated Terms and Conditions(Appendix A) by signing below. Both Parties must approve any changes to the scope of thisProject by completing a Scope Change Order (Appendix B). These changes may result inadditionalcost.City of Bozeman, MTAuthorized Name:Title:Signature:Date:Passport Labs, lnc.128 S. Tryon St. Suite 2200 Charlotte,NC2S2O2Authorized Name:Title:Signature:Date:CONFIDENTIAI AND PROPRETARY.@ 2o2O Pãssport All rithts reserved.¡ Passport13
r'r'r'xIt's Bozeman'sdecision whether ornot to adopt newfeatures as they'rercleasedr'r'r'r'r'r'r'r'Ab¡l¡ty to Support at ll,lT StateAb¡l¡ty to Support in BozemanDefined User Group for City-focusedCommunication + SupportSubiect to ALL Passport Parking mob¡le paymentappl¡cat¡on feature updatesLink to Gity Website + Social MediaLink to Permits for Long Te¡m ParkingLink to Gitation Payments to encourage fasterpaymentParking Availabilifi, integration with Genetec LPRto show occupancy information of Bozemanoff-street parkingFind Parking: ln-app map showing Bozemanoff-street parking locationsSingle Login Across Both AppsAligned W Bozeman BrandingFlexible Parking Payments: Ëäirins-r'r'xr'xx,(,(,(r'xr'
oPAYWITHTHEAPPI4RKSTAUGSign up at ParkStAug.com(ÐPassportParkingmostercordoAI-SOACCEPTEDIIIIIZONEvrsA