HomeMy WebLinkAboutParking Resolution 2020-04 Approving a Software License, Equipment, and Services Agreement with Passport Labs Inc for Mobile Parking Payment Application EXHIBIT 2: Bozeman Parking Commission,7/9/2020 Page 1 of 1
BOZEMAN PARKING COMMISSION
RESOLUTION 2020-04
A RESOLUTION OF THE BOZEMAN PARKING COMMISSION OF THE CITY OF BOZEMAN, MONTANA,
APPROVING A SOFTWARE LICENSE, EQUIPMENT, AND SERVICES AGREEMENT WITH PASSPORT LABS, INC.,
FOR IMPLEMENTATION OF A MOBILE PARKING PAYMENT APPLICATION; AND AUTHORIZING THE PARKING
PROGRAM MANAGER TO 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 Commission
pursuant to Resolution Numbers 1676, 1839, 3803, and 4577; and,
NOW THEREFORE, BE IT FURTHER RESOLVED that the Bozeman Parking Commission approves an
agreement with Passport Labs, Inc.for implementation of a mobile parking payment application; and authorizes
the Parking Program Manager to sign the agreement.
PASSED AND ADOPTED by the Parkin Eo -ission of the City of Bozeman, Montana, at a session held
on the 9ch day of July 2020. This resolution h e e i e immediately.
Jim Niess Chairman
Boze an Pa mg Commission
ATTEST:
s'
Ed Meece, Pa king Program Manager
City of Bozeman
DocuSign Envelope ID:34048C18-8C17-4718-BB75-D2F96DBBBADB
V IC-r�H c8'µop Y
r"3
SOFTWARE LICENSE, EQUIPMENT,AND SERVICES ACIZEEMENT
PASSPORT LABS, INC.
THIS AGREEMENT is made and entered into this 9th day of July, 2020 (the "Effective
Date"), by and between the CITY OF BOZEMAN, MONTANA, a self-governing municipal
corporation organized and existing under its Charter and the laws of the State of Montana, 121 North
Rouse Street, Bozeman, Montana, 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 and
sufficiency whereof being hereby acknowledged, the parties hereto agree as follows:
1. Purpose: City agrees to enter this Agreement with Contractor for the Software
License and Services described herein and in the Exhibits attached hereto and by this reference made
a part hereof.
2. Term/Effective Date/Renewal: This Agreement is effective upon the Effective Date
and continue for a period of three (3) years (the "Initial Term"). Thereafter, the Agreement shall
automatically renew for additional one (1) year periods (each a"Renewal Term")unless either Party
notifies the other in writing of its intent not to renew no less than one hundred eighty (180) days
before the expiration of Initial Term or Renewal Term, as applicable. In no case, however,may this
Agreement run longer than five(5)years, including the Initial Term and any Renewal Terms.
3. Software License, Equipment and Services: Contractor will grant the license and
provide the equipment and services in accordance with the terms in Exhibit A and the Statement of
Work attached hereto as Exhibit C. For conflicts between this Agreement and the exhibits attached
hereto, unless specifically provided otherwise,the Agreement governs.
4. Payment: City agrees to pay Contractor the amount specified in Exhibit A. Any
alteration or deviation from the described services that involves additional costs above the Agreement
amount will be performed by Contractor after written request by the City, and will become an
Software License,Equipment,and Services Agreement with Passport Labs, Inc.
FY 2019—FY 2020
Page 1 of 11
DocuSign Envelope ID:34048C18-8C17-4718-BB75-D2F96DBBBADB
additional charge over and above the amount listed in Exhibit A. The City must agree in writing upon
any additional charges.
5. Contractor's Representations: To induce City to enter into this Agreement,
Contractor makes the following representations:
a. Contractor has familiarized itself with the nature and extent of this Agreement, the
Scope 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 to
perform the services required 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 and
perform this Agreement and grant the rights granted in it;and that its performance of this Agreement
shall 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 or
formats necessary to have these services meet this warranty.
6. Independent Contractor Status/Labor Relations; The parties agree that Contractor
is an independent contractor for purposes of this Agreement and is not to be considered an employee
of the City for any purpose. Contractor is not subject to the terms and provisions of the City's
personnel policies handbook and may not be considered a City employee for workers' compensation
or any other purpose. Contractor is not authorized to represent the City or otherwise bind the City in
any 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 of
Contractor's business,except for those members who are exempted by law.
Contractor shall furnish the City with copies showing one of the following: (1) a binder for
workers' 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 contractors.
In the event that, during the term of this Agreement, any labor problems or disputes of any
type arise or materialize which in turn cause any services to cease for any period of time,Contractor
specifically agrees to take immediate steps, at its own expense and without expectation of
reimbursement from City, to alleviate or resolve all such labor problems or disputes. The specific
Software License,Equipment,and Services Agreement with Passport Labs,Inc.
FY 2019—FY 2020
Page 2 of 11
DocuSign Envelope ID:34048C18-8C17-4718-BB75-D2F96DBBBADB
of competent jurisdiction determines the Contractor was obligated to defend the claim(s) or was
obligated to indemnify the indemnitee for a claim(s)or any portion(s)thereof.
In the event of an action filed against City resulting from the City's performance under this
Agreement,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 officers,agents
or employees, including the right of contribution for loss or damage to person or property arising
from,growing out of,or in any way connected with or incident to the performance of this Agreement
i except"responsibility for his own fraud,for willful injury to the person or property of another,or for
violation of law,whether willful or negligent"as per 28-2-702,MCA.
These obligations shall survive termination of this Agreement and the services performed
hereunder.
In addition to and independent from the above,Contractor shall at Contractor's expense secure
insurance coverage through an insurance company or companies duly licensed and authorized to
conduct insurance business in North Carolina which insures the liabilities and obligations specifically
assumed by the Contractor in this Section. The insurance coverage shall not contain any exclusion
for 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, and
expenses that may be asserted or claimed against, recovered from, or suffered by the City without
limit and without regard to the cause therefore and which is acceptable to the City and Contractor
shall furnish to the City an accompanying certificate of insurance and accompanying endorsements
in amounts not less than as follows:
• Workers' Compensation—statutory;
• Employers' Liability-$1,000,000 per occurrence;$2,000,000 annual aggregate;
• Commercial General Liability - $1,000,000 per occurrence; $2,000,000 annual
aggregate;
• Automobile Liability-$1,000,000 property damage/bodily injury per accident;and
• 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 officers,
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 insurance
and required endorsements must be in a form suitable to City and shall include no less than a thirty
Software License,Equipment,and Services Agreement with Passport Labs,Inc.
FY 2019—FY 2020
Page 4 of 11
DocuSign Envelope ID:34048C1 8-8C1 7-4718-BB75-D2F96DBBBADB
b. Upon receipt of the Notice of Termination for City's Convenience, unless
otherwise directed in the Notice, the Contractor shall immediately cease performance under
this Agreement and make every reasonable effort to refrain from continuing work, incurring
additional expenses or costs under this Agreement and shall immediately cancel all existing
orders or contracts upon terms satisfactory to the City. Contractor shall do only such work as
may be necessary to preserve,protect,and maintain work already completed or immediately
in 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 remaining
months of the three(3)year Initial Term of the Agreement.
d. The compensation described in Section 9(c) is the sole compensation due to
Contractor for its performance of this Agreement. Contractor shall,under no circumstances,
be entitled to claim or recover consequential,special,punitive,lost business opportunity,lost
productivity, field office overhead, general conditions costs, or lost profits damages of any
nature arising,or claimed to have arisen,as a result of the termination.
10, 1 imitation on Contractor's llamages;Time for Assertine Claim:
a, In the event of a claim for damages by Contractor under this Agreement,
Contractor's damages shall be limited to contract damages and Contractor hereby expressly
waives any right to claim or recover consequential, special, punitive, lost business
opportunity, lost productivity, field office overhead, general conditions costs, or lost profits
damages of any nature or kind,
b. In the event Contractor wants to assert a claim for damages of any kind or
nature, Contractor shall provide City with written notice of its claim, the facts and
circumstances surrounding and giving rise to the claim, and the total amount of damages
sought by the claim, within thirty(30)days of the facts and circumstances giving rise to the
claim. In the event Contractor fails to provide such notice,Contractor shall waive all rights
to assert such claim.
11. Representatives:
a. Cill's Representative: The City's Representative for the purpose of this
Agreement shall be Ed Meece, Parking Program Manager or such other individual as City
shall designate in writing. Whenever approval or authorization from or communication or
Software License,Equipment,and Services Agreement with Passport Labs,Inc.
FY 2019—FY 2020
Page 6 of 11
DocuSign Envelope ID:34048C1 8-8C1 7-4718-BB75-D2F96DBBBADB
13 Laws and Regulations: Contractor shall comply fully with all applicable state and
federal 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 disposal
of hazardous waste, the Occupational Safety and Health Act (OSHA), the safety rules, codes, and
provisions of the Montana Safety Act in Title 50,Chapter 71,MCA,all applicable City,County,and
State 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 persons
performing this Agreement shall be on the basis of merit and qualifications.The Contractor will have
a policy to provide equal employment opportunity in.accordance with all applicable state and federal
anti-discrimination laws,regulations,and contracts. The Contractor will not refuse employment to a
person,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,
marital status, national origin, actual or perceived sexual orientation, gender identity, physical or
mental disability, except when the reasonable demands of the position require an age, physical or
mental disability, marital status or sex distinction. The Contractor shall be subject to and comply
with Title VI of the Civil Rights Act of 1964; Section 140, Title 2, United States Code, and all
regulations promulgated thereunder. The Contractor shall require these nondiscrimination terms of
its subcontractors providing services under this agreement.
15. Intoxicants; DOT Drug and Alcohol Regulations/Safety and Training: Contractor j
shall 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 property
or in the performance of any activities under this Agreement.
The Contractor shall be responsible for instructing and training the Contractor's employees
and agents in proper and specified work methods and procedures. The Contractor shall provide
continuous inspection and supervision of the work performed to the extend necessary at the sole and
absolute discretion of the Contractor. The Contractor is responsible for instructing its employees and
agents in safe work practices.
16. Modification and Assignability: This Agreement may not be enlarged,modified or
altered except by written agreement signed by both parties hereto. The Contractor may not
subcontract or assign Contractor's rights, including the right to compensation or duties arising
hereunder,without the prior written consent of City. Any subcontractor or assignee will be bound by
all of the terms and conditions of this Agreement.
Software License,Equipment,and Services Agreement with Passport Labs,Inc.
FY 2019—FY 2020
Page 8 of 11
DocuSign Envelope ID:34048C18-8C17-4718-BB75-D2F96DBBBADB
be construed as a part of the Agreement or as a limitation on the scope of the particular paragraphs to
which they refer.
24. Severability: If any portion of this Agreement is held to be void or unenforceable,the
balance thereof shall continue in effect.
25. Applicable Law: The parties agree that this-Agreement is governed in all respects by
the laws of the State of Montana.
26. Binding Effect: This Agreement is binding upon and inures to the benefit of the heirs,
legal representatives, successors,and assigns of the parties.
27. No Third-Party Beneficiary: This Agreement is for the exclusive benefit of the
parties, does not constitute a third-party beneficiary agreement, and may not be relied upon or
enforced by a third party.
28. Counterparts: This Agreement may be executed in counterparts, which together
constitute one instrument.
29. Integration: This Agreement and all Exhibits attached hereto constitute the entire
agreement of the parties. Covenants or representations not contained therein or made a part thereof
by reference,are not binding upon the parties. There are no understandings between the parties other
than as set forth in this Agreement. All communications, either verbal or written, made prior to the i
date of this Agreement are hereby abrogated and withdrawn unless specifically made a part of this
Agreement by reference.
**** END OF AGREEMENT EXCEPT FOR SIGNATURES ****
Software License,Equipment,and Services Agreement with Passport Labs,Inc.
FY 2019—FY 2020
Page 10 of 11
DocuSign Envelope ID:34048C18-8C17-4718-BB75-D2F96DBBBADB
EXHIBIT A
SOFTWARE LICENSE AND SERVICES
I.GENERAL TERMS
Provider Le all Name: <:ity of Bozeman Contact:Ed Mcecc
E;mailmneecc u hnzeman.net Phone:A(16-582-2903
Provider Contact Address Provider Billing Contact Address
121 N.Rouse Ave 121 N.Rouse Ave
Bozeman,MT 59715 Bozeman,MT 59715
Services:
Passport will provide services(die"Services")and license all software,including all web and mobile
applications and related documentation,(the"Software")necessary for Provider to operate a mobile
payment for parking program("NIPP")including u custom branded private white label payment set
up which allows all parking customers in any parking facilities owned or managed by Provider(the
"Premises")the ability to pay for parkins;using a smartphone application or mobile web application.
Custom Branded Private Label Mobile Payment Set Up
I. Private Label Set Up. Provider desires, and Passport wishes to deliver to Provider in
connection with the Agreement a private-label application("Private Label App")pursuant
to the terms and conditions below.
A. Provider Obligations.Provider shall:
1. Serve as the account holder of record for Google Play and Apple App Store
developer accounts(the"Accounts").
ii. Authorize Passport to take all necessary actions related to the Accounts on
Provider's behalf including,but not limited to, activation,set-up,management,
maintenance, 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&Bradstreet,Inc.nwnber in Provider's name.
Provider must cooperate with Passport to ensure that all Accounts credentials
(e.g.,usorname and password)are received by Passport a minimum of fifteen(15)
business days prior the launch date of the Private Label App.
iii. Not hold Passport liable for delays of any kind caused by the failure of Provider
Google, Apple, or any other third paity to provide any necessary or required
information to Passport or to take any necessary or required action in connection
with the Accounts.
I
DocuSign Envelope ID:34048C18-8C17-4718-Bl375-D2F96DBBBADl3
Il.MOBILE PAYMENT FOR PARKING TERMS
Equipment Provided by Passport: Initial Signs Initial Decals
On Street: I sign per 5
parking spaces or 2 2 decals per
signs per block for pay station.
LPR environments,
Off Street: I sign per
10 parking spaces.
Installation:
Provider will be solely responsible for installing all signs and decals in the Premises.This obligation
Includes the responsibility to provide all hardware necessary to affix and display signs and decals,
including without limitation,all hooks,poles,posts,brackets,screws,bolts,and nuts
Ancillary Fees:
a) Zone setup fees of three dollars(S3.00)per space-WAIVED
b) Initial Signs and Stickers—WANED
(unit prices of twenty dollars($20.00)per sign and three dollars($3.00)per decal will apply
to additional or replacement orders)
c) Provider will pay a ten dollar($10.00)administrative foe in addition to sign and shipping
costs per sign for any additional or replacement signs purchased through Passport
d) Provider will pay a one dollar($1.00)administrative fee in addition to decal and shipping
costs per decal for any additional or replacement decals purchased through Passport
e) Passport will provide a design file to allow Provider to print replacement signs and decals
f) Provider will reimburse Passport for any and all reasonable travel,lodging,and food expenses
i
incurred by Passport employees while traveling at Provider's request.
(continued on next page)
3
DocuSign Envelope ID:34048C1 8-8C1 7-4718-BB75-D2F96DBBBADB
In addition to or in lieu of the fees set forth in this section,the parties may establish a monthly software
license or maintenance fee that will be mutually agreed between the parties in a separate written addendum
to this Agreement.
3. Chanees
Any changes to the scope of services provided under this Agreement shall be set forth in a written change
order or amendment signed by both parties setting fount the scope of the change(s)and any applicable fees.
4. Additional Passoort Services
Passport provides all of the following software platforms as part of its overall technology portfolio:mobile
payments for parking,citation management,digitnl permits,and mobile payments for transit. Provider may
request the addition of any of these platforms to the extent not provided by Passport to Provider as of the
Effective Date,and any additional platforms developed by Passport from and alter the Effective Date,which
shall be memorialized in an addendum to this Agreement including the fees applicable to such platform(s)
and any additional applicable service or legal terms.
5. Scheduled Maintenance
if Passport plans to perform any scheduled maintenance during business hours,Passport will provide notice
to Provider at least twenty-four (24) hours in advance of the commencement of such scheduled
maintenance.For the purpose of this section,"business hours"means Monday through Friday between 9
am 5 pm EDT. lit the event that Passport determines that unscheduled maintenance is necessary,Passport
will give Provider as much advance notice as is reasonably practicable, unless such unscheduled
maintenance is necessitated by emergency circumstances for which it would be unfeasible or impossible to
notify Provider in advance.
6. Sv tem Uome.Billing Credits
Passport will provide the Software with uptime of at least ninety-nine percent(99.0%)calculated over a
rolling six-month period("Uptime Guarantee').For any month during which system uptime drops below
the Uptime Guarantee,Passport will provide a billing credit in an amount equal to the percentage difference
between a) the lowest uptime reached at any point during the month (calculated on a rolling six month
period)and b)the Uptime Guarantee,multiplied by the total fees payable to Passport fbr such month.For
example,if during a given month the software uptime falls to ninety-five percent(95.0%)and if during that
month the fees payable to Passport were oue hundred dollars($100.00),Passport will issue a billing credit
of four dollars($4.00). For the purposes of this agreement,uptime is defined as any period of time during
which end users of the Software can use the Software.
7. Service Levels
Subject to the uptime guarantee set forth in Section 8,Passport's sole and exclusive obligation in the event
of an effor or interruption of the Software is to use its best efforts to restore or repair the Software as quickly
as practicable.
S. Technical Sunaort
A. Passport will provide telephone and email support to Provider's staff
from Monday to Friday between the hours of 8:00 a.m to 7:00 p.m.EST to address technical and operating
setting issues. Passport will provide"after-hours emergency telephone support"available 2417.
5
DocuSign Envelope ID:34048C18-8C17-4718-BB75-D2F96DBBBADB
physical or online contacting of a specific individual (e.g., IP address) is also personally identifiable
information.
End users of Passport's Software own Pit 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 PH to the
Provider under certain conditions(including but not limited to the Provider's compliance with information
security 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 to
Provider and by end users'interactions with the services or with Passport directly that is not otherwise PCI-
DSS information or Pll as defined above. Activity data may include,but is not limited to,user interaction
data, geolocation data, opt-in/opt-out status (including compliance logs), purchase and session data,
application diagnostic data,service performance data,and support data. Data that is derived from Activity
data is also Activity data.
Activity data is the sole and exclusive property of Passport. Passport grants the Provider an irrevocable,
royalty-free,non-exclusive,non-assignable,and non-transferrable license to Activity data for the duration
of the term of this Agreement and only to the extent and in the format that Passport chooses in its sole
discretion to expose such data through its administrative portal or as otherwise agreed upon with the
Provider and only for the Provider's internal use in connection with the services provided under this
agreement.
I
10. Privacy Policy;Terms of Use
End users'use of the Services shall at all times be governed by(a)Passport's Privacy Policy,as it may be
amended from time to time in Passport's sole discretion, which can be viewed at
https://passportinc.com/privacy-policy/,and(b)Passport's Terms and Conditions,as they may be amended
from time to time in Passport's sole discretion,which can be viewed at https:/Ipassportinc.com/temu-and-
conditions/.
11. Intellectual PropgM
A. Passport grants Provider a revocable,non-exclusive,non-assignable, non-transferrable,and non-
subleaseable right and license to use and access the Software only for its internal business purposes for the
duration of the Tenn. All intellectual property fights including, without limitation, trade names, source
code,trademarks,copyrights,patents,and trade secrets,not explicitly granted to Provider in this agreement
are reserved to Passport.
B. Provider will not,directly,indirectly,alone,or with another party, (1)copy,disassemble,reverse
engineer,or decompile the software or any subpart thereof;(ii)modify,create derivative works based upon,
or translate the software or source code;(iii)transfer ar otherwise grant any rights in the software or source
code in any form to any other party;(iv)attempt to do any of the foregoing or cause or permit any third
party to do or attempt to do any of the foregoing,except as expressly permitted hereunder.
12, Publicity Use of Names and Marks
Subject to the provisions of Section 19(Confidentiality)below,the parties will have the right to publicly
disclose that Passport is Provider's provider of the Software as set forth herein by means of, by way of
illustration 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
DocuSign Envelope ID:34048C18-8C17-4718-BB75-D2F96DBBBADB
iii. Disclose the Confidential Information only to such of the receiving parry's employees,agents,
and professionals as have a bona fide need to possess or know the Confidential Information in
the course of accomplishing,or advising the disclosing party with regard to,the Purpose;
iv. Cause each employee, agent, or professional to whom the receiving party discloses the
Confidential Information to be bound by an obligation of confidentiality that is at least as
rigorous as the obligations contained in this Agreement;and
V. Return or destroy all written or other tangible copies of Confidential Information in the
receiving parry's possession or direct or indirect control, including all extracts and copies
thereof,within a reasonable time after,and in accordance with,the disclosing parry's request.
B. Nothing in this Agreement will prevent the receiving party from disclosing or using Confidential
j Information to the extent that:
L it is or becomes readily ascertainable by proper means by the public without any breach of a
confidentiality obligation of the receiving party;
ii. 11 is received from a third party that is not under an obligation of confidentiality of which the
receiving party knew or had reason to know;
iii. It was independently developed by the receiving party without use of the Confidential
infamation;or
iv. It is required by law to be disclosed,provided that the receiving party provides to the disclosing
party as much notice as is practicable under the circumstances of such requirement prior to
disclosure and provides to the disclosing party, at the disclosing parry's expense, such
reasonable 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 disclosing
Confidential Information to the extent that such information is required to be disclosed pursuant to any
open records law,open meetings law,or any other local public disclosure law applicable to Provider.
i
18. Wallet Services
Provider may elect to provide parking customers with a virtual wallet(a"wallet program"),With a wallet
program,parking customers would be required to prepay funds into a wallet account for the payment of
future parking fees and/or transit ticket fares. Provider and Passport shall agree in advance on the minimum
amount required to fund the wallet.
19. MKke in&and Design Services
At Provider's request, Passport may provide marketing and design services to Provider as value-added
services to Provider in connection with the services provided under this Agreement. Provider should
contact its Passport sales associate for additional details pertaining to these services. Any services selected
and any applicable fees and terms will be memorialized in a written addendum to this Agreement and shall
be incorporated herein by reference.
20. Cogarative Purchasing
Provider will allow any public agency located in the United States to purchase,and Passport to offer to such
public agency or agencies,the Software at the same price and under the same conditions agreed upon in
this Agreement without any competitive bidding on the part of such public agency or agencies,to the extent
permitted by law. Each such public agency will execute its own contract directly with Passport and Provider
shall not incur any responsibility—financial or otherwise—in connection therewith.
9
DocuSign Envelope ID:34048C18-8C17-4718-BB75-D2F96DBBBADB
Exhibit C
Statement of Work
i
DocuSign Envelope ID:34048C18-8C17-4718-BB75-D2F96DBBBADB
f�i�,cl�?im�r
This Statement of Work contains information that is proprietary and confidential to Passport
Labs, Inc. ("Passport") and shall not be disclosed or used for any purpose other than the
purposes described herein. Any other disclosure or use of this document, in whole or in part,
without the permission of Passport is prohibited.
Project Overview
Passport 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 parking
In off-street parking areas using T2 Digital Luke II pay by plate hardware. The Client utilizes T2
Systems solutions for permit and citation management. In addition,the Client utilizes Genetec
AutoVu Mobile LPR to supplement enforcement efforts with T2 systems.
The Client will use the Passport white label mobile payment application as another method for
customers to register and pay for session based parking by zone and license plate number. j
In addition,the Client will be using the mobile application to display URL links to the Client's
home page,the Client's T2 permit portal, citation payment and appeals portal, Client social
media pages,the standard Passport mobile payment page utilized for parking at Montana State
University, and the Montana State University website.
Passport and the Client understand that the Client is requesting two'features through the white
label mobile application that are not immediately available:
• The ability to display current availability through the Find Parking Map option using
current paid session data in the white label application and through data collected from
Genetec's occupancy camera technology; and
• The ability to monitor and prevent multiple requests of free two hour parking by
registered license plate number through both T2 Digital Luke II hardware and the
Passport white label application.
Passport 2
1'll [ONFlDENTIAE AND PROPRIETARY.
r ®2020 Passport.All rights reserved
DocuSign Envelope ID:34048C18-8C17-4718-BB75-D2F96DBBBADB
Zone management
Functionality
Passport will deliver a white label mobile application through native mobile applications built for
Google Android and Apple iOS devices. To account for those parkers who do not own an
Android or Apple device, the white labeled application will also be available via a web
application, which is optimized for mobile use. The white labeled application will be built by
utilizing Passport Parking's technology and presenting the Client's branding within set
parameters, represented with a graphic and in-app scheme for select elements.
Client White Label Requirement
The Client will be responsible for creating, funding, and managing app, store accounts with
Apple App Store and Google Play Console. This is a requirement from Apple as while label
applications must be listed in the App Store under the organization account of the legal entity
that owns the application, which is the Client. Passport will not host the Client's application in
our store accounts and will not be responsible for creating or managing the Client's app store
accounts. The Client will need to authorize Passport to have admin-level access on their
accounts so as to properly release and update the white label application.
The white label native mobile applications include the following functionality:
• Create a user account
o Phone number, email address, name
• Create and pay for parking sessions
o Extend parking remotely
o Receive session expiration alerts and notifications
o Complete payment via major card networks credit and debit cards.
• Add and delete Vehicles (LPN)
• View parking history and email receipts
• Mobile-optimized website (mobile pay web or"MPW')to facilitate parking sessions via a
mobile browser or desktop
• Find Parking Map
o Users will have the ability to navigate a map that is geographically relevant to
their GPS location and displays parking zones nearby.
o Parking zones are indicated on the map with pins and are tappable, allowing
parkers to view more details regarding a selected zone.
Passport
CONFlDENTIAL AND PROPRIETARY. 4
1 r P ®2020 Passport All rights reserved.
DocuSign Envelope ID:34048CI8-8C17-4718-BB75-D2F96DBBBADB
Passport recommends the following for non-metered, mobile payment only areas:
• 1 sign per 5 spaces for parking lot/garage environments
• 1 sign per 3 spaces for on-street parking environments
The recommended minimum amount of signage and decals above will be provided by Passport
at 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 be
completed by the Client by the date of the announcement of the launch. No credit will be issued
for unused signs or decals.
The Client understands that sufficient and adequate signage and decals are a core assumption
to the performance of the service, and should the quality or coverage of such signage and
decals degrade, the Client is responsible for notifying Passport so that this can be resolved; any
�i additional 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 outdoor
durability. The decals are Avery Cast Laminate with UV protection, permanent adhesive vinyl for
outdoor use with 6-year outdoor durability. Any extra costs incurred due to changes in signage
material will be covered by the Client.
Passport has developed signage design templates, which are tested regularly to optimize
program performance. Any signage produced by Passport must adhere to Passport's sign
design methodology and cannot be modified without written approval from an authorized
representative of Passport. A logo of the Client's brand can be included on signage as long as
such 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 signs
and 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 for
standard sizes and do not include the cost of shipping or taxes. Other sizes and costs are
available upon request.
1!� Passport CON RDENTIAL AND PROPRIEFARY. 6
P 0 2020 Passport All rights reserved.
DocuSign Envelope ID:34048C18-8C17-4718-BB75-D2F96DBBBADB
Once the Client has their number procured, they can configure their calling tree to have a
prompt such as"Press 1 to start a parking session". From here, the parker will be moved into
Passport's IVR system to execute the parking session. The cost incurred for minutes used will
be automatically billed to the Client as the inbound calls will be processed under their account in
Twilio.
T2 Systems Enforcement Integration
Passport will work with the Client's existing enforcement solution vendor,T2 Systems,to
provide access to Passport's MonitoringAPI for the Client's enforcement staff to access the
white label application paid session information through T2 enforcement hardware by license
plate number and zone.
The T2 Systems integration is an inbound pull from Passport's standpoint. This means that T2
Systems initiates the request(inbound to Passport)and pulls data from our system for
enforcement purposes through their software.
Mobile LPR Integration: PCS Mobile/Genetec
i
Passport will work with PCS Mobile to integrate it's system with the Genetec equipment-based
license plate recognition system for the purposes of monitoring the white label application-based
paid sessions.
This integration is an inbound pull from Passport's standpoint. This means that PCS Mobile I
Genetec initiates the request(inbound to Passport) and pulls data from our system for
enforcement purposes through their license plate recognition system.
Find Parking - Current Availability Service and Integration
Within the Find Parking map, which is accessible via the app's navigation,the user will be able
to access zone-level availability information to help influence their parking decisions. The
Client's zones will overlay the map with pin indicators based on the fatllongs provided by the
city. If occupancy data is available via Passport's Event Ingestion API:
e The color of the zone's pin will change based on the proportion of available parking
spaces in comparison to the total parking spaces in the zone. On the zone pins,there
will be a quick-reference color scale that will indicate at a high-level how likely a user is
to find available parking within that zone(for example purposes only, green could mean
Passport
CONFIDENTIAL AND PROPRIETARY B
1' 0 2020 Passport.All rlghls reserved
DocuSign Envelope ID:34048C18-8C17-4718-BB75-D2F96DBBBADB
Marketing Packages for Private Label Parking Apps
oil CUSTOM
tr r
Branded PortWlo
Appstore optimization J ✓ ✓ !
Branding Consultation ✓
Slgnage
Signs ✓ ! ✓ ✓
Decals ✓ ! '� ✓
Best Pranices Guide ! ! ✓ ✓
Custom
Public Relations Marketing
Press Release 1posl on webslle GsocW media) ! ! ! ✓ Opportunities
Press Kt ! !
Press Conference 7 Demo ✓
Print Marketing
How-to Flyer(3'x5') Design File Qty:2,000 W,,3.000 W.5,000 Consultation
Benefits Poxer(IS'x11) Qty,500 Qty:1.000 featurese Pricing
Valklatlon Code Card(3,5W') Qlpromoty.2,000 QtpromoD QtpromoY. 0
J5,000 promoradrs J5,OOD promo codes J7.000promo codes
Dyltal Marketing
Client WebsRe Content 6 Consultation ! ! ! ✓
Wabshe 6 Social Media Banners / ! ✓ !
Landing Page
Expediential Marketing
One Event Two Events Three Events
Street Team
ongoing Support
Dedicated Client LHecyde Marketing Manager ✓ ! ! !
-1 round of daslpn revislons are permhted,additional revklons are subject to the houryrsta of$176.
' I
Assumptions & Notes
While performing these services, Passport will rely upon the concerted engagement, direction,
authorization, approvals or other information provided by the Client's primary stakeholder and
technical teams.
The Client's Project Manager and respective team will be responsible for contributing to and
reviewing Weekly Status Reports and reporting Project issues.
Additional Client responsibilities include:
• Providing operational information in a timely manner.
to Providing a list of stakeholders for preliminary implementation
• Making a good faith effort to facilitate the continued progress of the implementation.
PasI7s ort
CONFlDENTIAL AND PROPRIETARY 10
r V 2020 Passport All rights reserved
DocuSign Envelope ID:34048C1 8-8C1 7-4718-BB75-D2F96DBBBADB
Process
r A Passport representative will complete a Scoping Change Order form describing the
exchange to be evaluated.
® Passport will perform an impact assessment (cost, schedule, risk, etc) and provide a
recommendation for how to achieve the Client's objectives in the context of the latest
information.
s The Client will decide whether or not to proceed with Passport's recommendation or to
suggest an alternative approach.
® If 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 of
Work,
Timellne Effects
Upon approval by all parties, the impact assessment associated with such change
request shall augment any prior commitments or estimates of timeline and pricing in this
Statement of Work, which shall no longer apply. Passport will use commercially
reasonable efforts to maintain the timeline and cost associated with this Statement of
Work, augmented by any and all Change Request(s)approved by all parties.
�1 Passport t CONRDENTIAL AND PROPRIETARV. 12
P V 2020 Passport.All rights reserved
DocuSign Envelope ID:34048C18-8C17-4718-BB75-D2F96DBBBADB
■ ' Passport
l I Parking"
Flexible Parking Payments
Aligned wl Bozeman Branding
Single Login Across Both Apps
{ Find Parking: In-app map showing Bozeman
off-street parking locations
I
Parking Availability: integration with Genetec LPR c
to show occupancy information of Bozeman `
off-street parking
Link to Citation Payments to encourage faster X
payment
Link to Permits for Long Tenn Parking X
Link to City Website+Social Media x
x
It's Bozeman's Subject to ALL Passport Parkin mobile payment
decision whether or p g p y
not to adopt new application feature updates
features as they're
released
t Defined User Group for City-focused
Communication+ Support
Ability to Support in Bozeman f
Ability to Support at MT State f