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HomeMy WebLinkAboutPassport Labs, Inc. - 2023-05-17 (3) ORDER FORM This Order Form (the "Order Form"), effective as of nity /9 Ze.2.3 , is being entered into by and between Passport Labs, Inc. ("Passport") and City of Huntington Beach, CA ("Customer") through a Cooperative Procurement process in accordance with Sections 3.02.190(C)(1) and (2) of the Huntington Beach Municipal Code, and pursuant and subject to that certain Services Contract No. 32,233 made by and between Passport and the City of Pasadena, CA and effective May 1, 2022 (the"Pasadena Agreement"). Capitalized terms used but not defined herein shall have the same meanings as set forth in the Agreement. I. SUMMARY OF THE PRODUCTS AND SERVICES This Order Form, together with any Product Specific Terms attached hereto and made a part hereof in Schedule 1 and the SOW attached hereto and made a part hereof as Schedule 2, and the Pasadena Agreement attached hereto and made a part hereof as Schedule 3, contains the terms and conditions applicable to the Products and related services purchased herein;these documents together constitute the"Agreement." PRODUCTS AND SERVICES Mobile Payment for Parking Platform ("MPP") X Custom-Branded MPP Citation Management Platform ("CMP") Digital Permits for Parking Platform ("DPP") License Plate Recognition Platform ("LPR") II. FEES A. Fees. The fees are as follows: Products and Services Fee(s) Fee Type(s) Mobile Payment for Parking("MPP"): Per Transaction MPP Service and License Fee $0.45 Per Transaction' Maximum Convenience Fee Passed through to Parking Customers $0.45 Per Transaction Real-Time Integration with MacKay Meters Included Hidden Zone Capability(Yacht Club&Other Locations) Included Merchant Services Fee Included Payment Gateway Fee Included III. TERM The Initial Term of this Agreement shall run for three years from the Effective Date. Upon expiration of the Initial Term,the Agreement shall automatically renew for successive one-year terms(each, a"Renewal Term"), unless either Party notifies the other of its intent not to renew in writing and not less than 90 calendar days prior to the expiration date of the Initial Term or the applicable Renewal Term. 1 1. An MPP"Transaction" is a single parking session lasting less than twenty-four(24) hours in duration. IV. BILLING INFORMATION Billing Contact Name: Milan Vukoje Billing Email Address: Milan.Vukoje@surfcity-hb.org Billing Address: 2000 Main street, Huntington Beach, CA 92648, USA IN WITNESS WHEREOF, Passport and Customer have each caused this Order Form to be executed by its duly authorized representatives. City of Huntington Beach, CA Passport Labs, Inc. By: CC1011j)(S By: Name: /4611.1)1 w Name: Title: 5f1.. 1i(Mpl' P,f; Oc o c 10 ront ii-tlf u6r %►uit6 Title: Z Date: /('7 I it) 3 Date: Receive and File COUNTERPART 7d�A . City Cle S . ♦7-- APPROVE ICHAEL E.GATES CITY ATTORNEY OF HUNTINGTON BEACH 2 IV. BILLING INFORMATION Billing Contact Name: Milan Vukoje Billing Email Address: Milan.Vukoje@surfcity-hb.org 2000 Main street, Huntington Beach,CA 92648, Billing Address: USA IN WITNESS WHEREOF, Passport and Customer have each caused this Order Form to be executed by its duly authorized representatives. City of Huntington Beach,CA Passport Labs, Inc. By: By: Name: Name: Title: Title: Date: Date: C ( 3.‘32,72 COUNTERPART APPROVED ICHAEL E. GATES CITY ATTORN<*Y OF HUNTINGTON BEACH 2 • SCHEDULE 1 MOBILE PAYMENT FOR PARKING Services: Passport will provide services and license software, including all web and mobile applications and related documentation necessary for Customer to operate a mobile payment for parking program ("MPP") which allows all parking customers in any parking facilities owned or managed by Customer(the"Premises")the ability to pay for parking using a smartphone application or mobile web application. Equipment: Passport will provide Customer an initial quantity of signs and decals consistent with Passport's marketing best practices at no charge to support the implementation of the MPP. Customer will be solely responsible for installing all signs and decals in the Premises. Additional signs and decals shall be charged at Passport's then-prevailing unit prices. Passport will provide a design file to allow Customer to print replacement signs and decals at no charge. Ancillary Fees: a) Customer will pay a ten dollar($10) administrative fee in addition to sign and shipping costs per sign for any additional or replacement signs purchased through Passport. b) Customer will pay a one dollar($1) administrative fee in addition to decal and shipping costs per decal for any additional or replacement decals purchased through Passport. Third Party Providers: In order to expand the management data available to Customer and to improve access and the user experience for a broader group of individuals wishing to pay for parking and engage in related transactions via channels other than the MPP provided by Passport, Passport may, at its option, allow the use of third-party provider's(each a"Third Party Provider")interfaces for initiating parking transactions or to enhance the mobility experience, including any and all possible methods available to parkers to request the right to access and occupy a parking space or otherwise-denominated curb space for any period of time(in accordance with Customer's applicable rates,rules,ordinances,and regulations). Such interfaces will include,but not be limited to,in-dash vehicle systems, navigation systems (whether in-dash or smartphone-based), business intelligence solutions, and mobile payments for parking applications other than Passport's MPP(each an"Interface"). • Should Passport exercise this option,such Third Party Provider(s)shall contract directly with Passport to establish the integrations necessary for Passport to facilitate all mobile payments for parking sessions and related transactions for the Third Party Provider(s) and its end users. The term"facilitate"includes, but is not limited to: (a)all tasks related to parking rights management, including the calculation of parking session prices, (b)the management of rates, rules, and restrictions and zones,spaces, or other units of parking or curbside inventory; (c) transactional reporting; (d) tasks related to transmission of parking rights data to parking enforcement systems and any data processing systems; (e) tasks related to refund issuance, parking rule management, reconciliation of funds, invoicing, and other administrative functions; and (f)all back-office management interfacing necessary to manage the foregoing and all other tasks necessary or desirable for Passport to effectively manage the issuance and processing of parking rights on behalf of City(the"Shared Services"). For parking transactions initiated via a Third Party Provider's Interface, payment processing must be conducted by Passport. Notwithstanding anything to the contrary in the Agreement, Passport may share Operational Data with Third Party Providers to the extent necessary to enable the Shared Services. Customer acknowledges and agrees that a Third Party Provider may configure and control the feature set of its own Interface so long as it is capable of performing the functions required to interact with Passport's platform and execute parking transactions as designated in the scope of work. Customer further acknowledges and agrees that certain data received from Third Party Providers may be more limited than what Passport can provide to Customer as Customer's MPP provider and may need to be provided, if at all, on an aggregated and/or anonymized basis; Passport shall, however, use commercially reasonable efforts to supply such data as may be reasonably requested by Customer for its internal purposes. To utilize the Shared Services, each Third Party Provider will be required to integrate with application programming interface endpoints provided by Passport, which cannot be accessed or utilized by such Third Party Provider prior to the execution of a standalone contract with Passport governing the access, use, pricing, disclosure, and governance of the Shared Services consistent with the foregoing paragraphs and as otherwise determined by Passport in its sole discretion. 3 PAYMENT GATEWAY Passport has integrated the Platform with a payment management platform (the "Payments Platform") provided in part by Cybersource Corporation ("Cybersource"). Through the integration, Passport will make available to Customer certain payment gateway management solutions("PGMS"). Customer's use of PGMS is subject to the following terms and conditions: 1. Use of PGMS: Customer's activity in any way connected with PGMS, including the installation, configuration, and use of PGMS, shall conform in all material respects to (a)the specifications set forth in any applicable documentation provided at any time by either Passport,(b)the Agreement,including,without limitation,all licenses granted under the Agreement,(c)the Payment Card Industry Data Security Standard (as applicable), and (d) the obtainment of appropriate consent for any personal data submitted via or in connection with PGMS at any time. Customer will(1)provide all information reasonably required by Passport to successfully provision an account for Customer;and(2)enter into any applicable agreement with Cybersource and/or applicable third parties as may be reasonably required to utilize PGMS, including,without limitation, any applicable merchant-agreement. 2. Right of Refusal: Customer acknowledges and agrees that Passport may, at its discretion, refuse to provide, suspend, or delete Customer's account(s) and/or access to PGMS with immediate effect, in which event Passport will promptly provide Customer with a reasonable written explanation for such refusal, suspension, or deletion. 3. Support: Passport will provide initial support to handle Level-1 support inquiries from Customer, including,without limitation, technical questions, API configuration, connectivity testing and troubleshooting. Customer acknowledges and agrees that Passport may escalate support inquiries to third party vendors pursuant to Passport's procedures detailed in any applicable documentation. 4. Account Control: Customer is solely responsible for maintaining adequate security and control of IDs, passwords, or any other codes for purposes of obtaining access to PGMS. Passport shall be entitled to rely on information it receives from Customer • and may assume that all such information was transmitted by or on behalf of Customer. 5. Warranties: Customer warrants that its products and/or services (a) do not infringe on or violate the intellectual property rights of any third party, and (b)will not contain any content which violates any laws or third party rights. 6. Disclaimer: Notwithstanding any term or condition of the Agreement to the contrary, (a) Customer disclaims Passport and their respective affiliates from any liability to Customer for indirect,incidental,consequential,special or exemplary damage arising from or related to PGMS,and(b)any direct damages in the aggregate, under any legal or equitable theory,arising from or related to PGMS will be limited to fees actually received by Passport for provision of PGMS to Customer during the twelve (12) month period prior to the date that the cause of action arose. 7. Access to Data: Customer acknowledges and agrees that both Passport and Cybersource(and their affiliates)may access and use personal information for improving and/or enhancing underlying products used by Customer, detecting data security incidents, or improving and enhancing security and fraud prevention tools for use by Passport, Customer and/or any other clients of Cybersource(or its affiliates). 8. Supported Payment Methods and Acquirers*:Customer may select from any of the following processing entities that have existing compatibility with PGMS. Processing entities not listed must be approved by Passport and may be subject to additional connectivity fees. • Passport Payments Merchant Processing Bank of America Merchant Services(BAMS/Omnipay) Barclays Chase Paymentech Elavon EVO First Data Merchant Solutions(FDC Compass) First Data Merchant Solutions(FDC Nashville Global, f.k.a. FDI Global) First Data Merchant Solutions(FDMS Nashville) First Data Merchant Solutions(FDMS South) Global Payments International(GPN) PNC Scotiabank SunTrust Bank TSYS Wells Fargo Bank(FDMS) WePay Worldpay 4 Worldpay(f.k.a. LitleNantiv CNP) Worldpay(f.k.a.Vantiv Direct) *Subject to modification and updating by Passport from time to time. MERCHANT PROCESSING ,subject to the terms and conditions applicable to PGMS and the following terms and conditions: 1. Merchant of Record: Unless the Customer is designated as the merchant("Merchant of Record" or"MOR") in the Order Form or another applicable written agreement of the Parties, Passport will serve as the MOR for all payments processed. Where Passport is the MOR, Customer hereby appoints Passport as its limited agent to accept and process payments in connection with the Services, and acknowledges that our receipt of payment from End Users in connection with the Services is equivalent to receipt of such funds by you.You will provide appropriate tax and banking information to us in order to allow us to make monthly remittances,which we will make within 15 days after the conclusion of each month, less applicable fees. 2. Branding: Customer's payment screen(s)will include clear and conspicuous Passport branding in a manner acceptable to Passport and in conformity with applicable card network rules and/or standards. Passport may modify(or request that Customer modify)any payment screen(s)to conform to applicable card network rules and/or standards. 3. Inquiries and End User Support: Passport will promptly respond to any cardholder(or end user) inquiries regarding any payments processed by Passport pursuant to the Order Form. Passport also will provide all cardholder(or end user)support for payments processed by Passport pursuant to the Order Form, including, without limitation, dispute resolution as described below. Notwithstanding the foregoing, Passport will provide to Customer information regarding chargebacks, credits, refunds, reversals and/or similar matters via Passport's systems; Passport also will promptly respond to Customer's reasonable requests for information regarding cardholder(or end user)inquiries associated with Customer. 4. Payment Acceptance: Payments to be processed only may be initiated by cardholders using Passport authorized mobile and/or web applications. • 5. Payment Methods:Passport's merchant processing services will accept all major card networks(Visa,Mastercard,Discover, and American Express), as well as alternative payment methods that Passport may accept from time to time (ApplePay and Google Pay). Passport may modify the alternative payment methods accepted from time to time at Passport's sole discretion. 6. Acceptance of Ecosystem Payments: If agreed in writing by Customer and Passport, Customer will have access to those partners and/or others for which Passport accepts payments from time to time. For clarity, Passport will serve as the merchant (commonly known as the"merchant of record")for any such transactions. 7. Dispute Terms: As the MOR, Passport will bear the financial cost of chargeback processing fees for disputed transactions initiated within any Passport application. Passport reserves the right to reverse payments made to Customer associated with the transaction value for any disputed transactions.If Customer experiences excessive chargebacks, as reasonably determined,by Passport, the parties will renegotiate the terms and conditions of this paragraph. Customers may request, in writing, that Passport respond to a dispute by submitting appropriate evidence as required by Passport and any applicable card networks. Notwithstanding the foregoing, Passport retains full authority with respect to managing the chargeback process. 8. Pricing: The Order Form includes all applicable fees. Notwithstanding the foregoing, Customer and Passport have agreed to such fees based upon certain estimates and information provided to Passport by Customer, including, without limitation, transaction volume, transaction rates, average dollar amount of transactions, and then-current card network fees and rates. If there are any material and/or non-trivial changes to transaction volume,transaction rates, average dollar amount of transactions, and/or card network fees and rates, Passport may adjust the applicable fees to maintain, as closely as reasonably possible, the economic arrangement anticipated, or subsequently achieved, based on the information and card network fees and/or rates in effect as of the Effective Date. Passport and Customer shall negotiate in good faith with respect to the same,provided, however, that Passport shall not be obligated to continue providing any applicable services if Customer and Passport are unable to agree on a revised fee structure. 9. Remittance:If Passport is the Merchant of Record("MOR"), Passport will remit to Customer funds from the preceding month within fifteen(15)days of the conclusion of the month, less all applicable fees. 10. Payment.Customer shall always maintain an open Account. Customer irrevocably authorizes Passport to debit and/or credit the Account to settle any and all fees and other amounts due Passport under this Agreement, and such authority shall remain in 5 effect for a period of one (1) calendar year following the date of termination of this Agreement, regardless of whether Customer has notified Passport of an Account Change as defined below.Customer shall have thirty(30)days from the date of the transaction to dispute any amount credited/debited by Passport.The Parties will work together in good faith to resolve such dispute.Customer shall always maintain the Account with sufficient cleared funds to meet its obligations under this Agreement. In the event Customer desires an Account Change, Customer shall give Passport 30 days prior written notice, and Passport shall use reasonable commercial efforts to effect such Account Change; however, such Account Change shall not be effective until the date on which Passport actually makes such Account Change on Passport's system.In no event shall Passport have any liability for any amounts directed to an Account that has been designated by any purported representative of Customer or its Customer Supplier at any time during the term of this Agreement, regardless of any Account Change. All amounts due Passport under this Agreement shall be paid without set-off or deduction, and shall be due from Customer as of the date Passport originates an ACH debit transaction record to Customer's Account. Any fees not collected from Customer by Passport when due shall bear interest at one (1) percentage point per month but in no event more than the highest rate permitted by law. The acceptance by Passport, Passport's affiliate or other financial institution of Customer's closing (or termination of) its Account shall not constitute a mutually agreed upon termination of this Agreement. Without limiting the generality of any other provision of this Agreement, Passport is hereby authorized by Customer to charge amounts due under this Agreement i) against each day's sales transactions ii) against any reserve; or iii)by making an ACH debit to Customer's Account. • SCHEDULE 2 • [INSERT SOW] 7 SCHEDULE 3 If to Passport: If to Customer: Passport Labs, Inc. City of Huntington Beach, CA 128 S. Tryon St., Suite 1000 2000 Main street, Huntington Beach, CA 92648, USA Charlotte, NC 28202 Milan.Vukoje@surfcity-hb.org Fax: (888) 804-1783 • • sales@passportinc.com Attn:Milan Vukoje Attn: CRO With a hard copy to General Counsel and by • email to legalapassportinc.com • hE Statement of Work ' � a rv^^q ri E P L I2 � r City of Huntington Beach, CA 1 May 5th 2023 lig a �_ L E Lain ¥3# 3 °€ `". Disclaimer Project Overview Statement of Work Configurations Payment Gateway and Merchant Solutions Tokenization, Authorization, and Capture Passport Payments Settlement Remittance Reporting & Reconciliation Dispute Management Passport Parking Passport Parking Functionality Merchant Validations Hidden Zones Starting a Mobile Parking Session and Selecting a Space Back-Office Portal Passport Parking Signage and Decals Public Education and Marketing System Training Custom Integrations or Configurations MacKay Meters Integration Vigilant License Plate Recognition Data Ticket Integration Global Parking Solution Meters Integration V3 Events Ingestion- Future State Assumptions & Notes Project Change Control Acceptance i PaC.�S ��� CON�IDENTIALANDPROP.RIETARY w " - r .1` 2022 Passport AI(rights reserved 4 8 ,l zt ei I gr 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 Overvie Passport will provide the City of Huntington Beach, CA ("Client")with its Passport Parking mobile parking payment application. Passport will also provide the Client with Passport Payments to provide the Client a fully integrated payment processing solution supporting all major card networks, various payment methods, and reconciled settlements into the Client's bank accounts. During this project, Passport will perform architecture, design, implementation, and information transfer services for the project. {if ork Configurations Pay ent Gateway andMerchant Solutions Passport will provide Gateway and Merchant Processing services for Passport Mobile Payments directly to the Client, eliminating the need for an external provider. Passport will act as the Merchant of Record for transaction processing.All transactions will be processed via Passport's Gateway and Merchant Processing services. Passport will enable the following card types to be used by all integrated applications: • Visa • Mastercard • Discover • American Express Passport t CONFIDENTIACAND PROPRIETARY 2 ©2022 Passport.All rights reserved . x Y t . f n{ S d= The Client will be responsible for paying all gateway and merchant processing fees, as outlined in the contract. To. enizatlon, Authorization, and Capture The Gateway's function is to tokenize the cardholder's information for secure processing and storage on the Passport Platform. The Gateway will also Authorize the card with the Card Brands to ensure it can be used for payment. Once authorized, the gateway will assign a transaction ID, and the authorization will be left open for changes to the transaction amount (parking session extensions) and captured when the transaction is confirmed to be finalized (parker ends session). At the Gateway cutoff time, all transactions that have been Captured are submitted for Settlement by the processor. Passport `' y ents Passport Payments is an extension of Passport's Operating System and contains the following components: Settlement Settlement is the process of moving funds from the end user's card issuing bank account to the merchant's account. Settlement takes 2-3 business days to complete. Passport provides net settlement, which means Passport will calculate the total credit and debit card proceeds less Passport merchant processing fees, refunds and any adjustments, such as chargebacks. When possible, Passport will net out transaction fees from the settlement as well so that the Client does,not need to receive a separate invoice for those fees. Remittance Funds will be remitted to the Client, less Passport's fee, on a monthly basis after the close of the preceding month. Funds will be stored in an escrow account until they are remitted to the Client. Passport's transaction fee &the convenience fee to end users will equal $0.45 per parking session lasting 24 hours or less. The convenience fee will be passed on to the end user, but the Client may choose to waive the convenience fee to end users at their discretion. Passport and the Client may determine a different mutually agreed transaction fee depending on circumstances of the parking session.The Client will provide Passport with remittance account information. Passport CONFIDENTIAL AND PROPRIETARY 3 I� O 2022 Passport All rights reservetl a � 1 Reporting & Reconciliation Passport's powerful back-office system merges source settlement data pulled in from the Passport payment platform with session activity from the mobility platform. The output is a robust set of Financial and Management reports that streamlines reconciliation, revenue recognition, and dispute management activities. Back-office reporting capabilities include: • Settlement Period Summary • Transaction Reporting by Settlement Schedule • Dispute Reporting Dispute Management Disputes are initiated by the cardholder or financial institution with a Card Network. They occur when a cardholder or financial institution disputes a purchase made on their card or when proper acceptance and authorization were not obtained. Once the dispute is accepted by the Card Network, it becomes a Chargeback. The Client can access reporting on Chargebacks as they are received from the Card Networks in the back-office, and will be notified of new chargebacks via email to specified accounts. The Client may choose to respond to Chargebacks with compelling evidence to try to get the Chargeback reversed. Compelling evidence can be submitted to payments@passportinc.com within 7 calendar days of the "Processed Date" shown in the back-office to have this case considered for reversal. All final decisions are made by the Card Networks, and Passport reserves the right to decide if the evidence is sufficient for consideration by the card networks. Passport also offers Chargeback Management Automation tools that Clients may choose to leverage. Passport Parkin Pa sp»art Parking Functionality Passport will deliver its Passport Parking mobile parking applications to the Client. Passport Parking consists of native mobile applications built for Google Android and` Apple iOS •1 Passport CONFIDENTIAL AND PROPRIETARY 4, , ©2022 PassportAll rlgh[s reserved , k r 3 P e t tea � ti ( �, A &E c smartphones. Passport Parking is supported on the latest industry-recommended operating system versions. Passport Parking includes the following functionality: • Create a user account o Phone number, email address, name • Add and delete Vehicles (LPN) • Create and pay for parking sessions o Extend parking remotely o Receive session expiration alerts and notifications Parking session reminder alerts are sent when the time remaining on the session drops below 10 minutes o Complete payment via major card networks credit and debit cards • View parking history and email receipts • Mobile-optimized website (mobile pay web or"MPW') to facilitate parking sessions via a mobile browser or desktop Merchant Validations The Client and its local commerce partners may continue to use Passport's merchant validation program to subsidize the cost of business patron parking fees. Merchant validation capabilities include: • Validation type and amount configuration • One-time use validations • Multi-use validations Hidden Zones Passport understands that the Client wishes to have "hidden"zones that are not communicated or advertised to the public. Passport will work with the Client to configure these zones. Passport understands that any mobile parking sessions in these hidden zones will not incur any fees to either the City or the end user. Starting a Mobile Parking Session and Selecting a Space A t Pass ort CONFIDENTIAL AND PROPRIETARY ' � +r '' jl d - , ©2022 Passport`.All rights reserved a "„ F& t , ;MHd �4b 3 I $ 1 " � When starting a mobile session, End-users will be able toe select the corresponding zone number for either city's o.n street or off street zone numbers. On street, the End-User can select or enter the corresponding space number from the Client's dual-head MacKay Meters. In this environment, the user will have the ability to enter an alphanumeric adept pce number, which will include the ability to select the 'A' or'B' side of the meter. Passport will provide corresponding decals for the meters so End-users can easily identify the appropriate space number and letter to select in the app. If parking off street, the user will be able to enter their license plate number or select from a saved list of vehicle LPNs. Back-, Mice Portal Passport will deliver its back-office administration and data insights portal that will allow the Client to make financial and operational decisions. Back-office portal capabilities include: • Secured Access with user specific login credentials and custom privileges per user o, There is not a cap on the number of users that can be setup • Streamlined user interface • Robust Reporting • Real-time analytics of existing sessions • Zone management • Allow Lists o The Client can create Allow Lists for specific vehicles that are authorized to park without starting a Passport Parking Mobile session. The Client can add/remove/update vehicles on this list at any time. There are no fees associated with this functionality and are not considered transactions. Passport ParkingSignage an Decals Passport recommends the following for metered areas: Signage • 1 sign per 10 spaces for parking lot/garage environments • 1 sign per 5 spaces for on-street parking environments Decals M II Pass 011 CONFIDENTIALANDPROPRIETARY �' ©2022 Passport All rights reserved • ` a • 1 decal per single space meter • 3 decals for each multispace meter O 1 decal on each side of the meter O 1 decal on the payment side of the meter. 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 additional or replacement signs or decals will beat the Client's cost. Signage materials are as follows: The Passport parking signs are KomaAlu with Avery Cast Laminate with UV Protection and 6-year outdoor durability. The Passport parking 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 Passport Parking signage and decal 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 to two weeks to design signs and decals and up to an additional three to four weeks for the signs and decals to be printed and shipped, assuming timely review and approval by the Client. 'Pass ort . �u1 CONFIDENTIAL AND PROPRIETARY 7; r O 2022 Passport All rights'reserved x a v f k S 1 • The Client may purchase additional signs and decals from Passport. Where signage or decals are provided to the Client at a discount to its actual production and ongoing maintenance cost, any customization that the client requests will be chargeable at a. rate of $175/hour and such customizations are subject to approval by an authorized representative of Passport. The Client's Passport Lifecycle Marketing Manager will work closely with the Client to design the signage and decals files. A first round of the design files will be provided by Passport to the Client for the Client's review and feedback. The Client's Passport Lifecycle Marketing Manager will provide suggestions and best practices for quantity and placement of signs and decals throughout the Client. After that meeting, the Client's Passport Lifecycle Marketing Manager will consult with the Client to understand its needs and wants for the new signage. Pu Education and DRarketing In addition to signage and decals, Passport will provide the Client with the following items to support marketing and public education initiatives of the Passport Parking application: • Signage and Decals o Best Practice Guide • Public Relations • o Press Release (posted on website and social media) o Press Kit • Print Marketing o Design File for How to Flier (3"x5") o Design File for Benefit Poster(8.5"x11") • Digital Marketing o Client Website Content& Consultation o Website & Social Media Banners o Standard How-to Video • Ongoing Support o Dedicated Client Lifecycle Marketing Manager System Training Once a majority of the project milestones have been completed and the target launch date is confirmed, Passport will work with the Client to set-up the remote web-based training plan. 1■, Passport CONFIDENTIAL AND PROPRIETARY $^ Passport All nghts.reserved .LL 3 T « R S e 3 • Passport will assist the Client with determining who should be involved in the training sessions and when they should occur from a scheduling perspective around the target go-live date. Passport will host a 1-hour training session with any Client employees who will interact with the new Passport Parking system. Passport recommends that all parking staff, anyone responsible for the adjudication of parking citations, Client accountants, and enforcement managers be present for training. Passport will work with the Client if additional training sessions are required. All training is done via a "Train the Trainer" method, equipping each person present with the tools and knowledge to train their teams now and in the future. Custom Integrations or Configurations MacKay eters integration Passport will provide its MacKay Meters integration on behalf of the Client so that Passport Parking mobile parking sessions are sent to the City's on-street meters. This integration will send Passport Parking mobile sessions to the Client's MacKay Meters and enable the Client's 'enforcement officers to determine if there is a valid mobile session from the Mackay Meters. Once a mobile session has been pushed to the Client's MacKay Meters, the meters will display that there is an active session by turning the meter light green. There will be no initial, additional, or ongoing fees associated with this integration once it has been configured. Vigilant License Plate Recognition Passport will provide its existing monitoring API-based integration with Vigilant Solutions so that parking sessions completed through the Passport Parking mobile application are known and monitored through the license plate recognition system. Dat- Ticket integration Passport will provide its existing monitoring API-based integration with Data Ticket so that the Client's parking enforcement officers can monitor Passport mobile payments through the Client's Data Ticket enforcement software. }, � f g w s f L Pass ort CONFIDENTIAL AND PROPRIETARY � , z,,u, z%,_ i � 9 • � O 2022 passport All nghts reserved " '� ,. a fl S o x r M f h . Global 'arking Solutioneters irate r tion Passport will provide its API-based integration with the Client's Global Parking Solutions parking meters so that Passport mobile payment session data can be pushed to Global's back-office system (EZICom). The Client will provide Passport with the following credentials to set up the Global Parking Solutions integration: • Username • Password • EZI Corn URL with Tenant ID Consolidated PassportPortal Reporting ® Future State Passport does not currently have an integration with the Client's meter vendors to import the Client's meter data into Passport's back-office, Passport Portal. Passport understands that it is the Client's desire to report on all parking data, including meter transactions, through Passport Portal. Passport will provide the Client's meter vendors, Mackay and Global Parking Solutions, with its public API integration documentation for the purpose of building an integration to import the Client's meter data into Passport Portal. Passport will provide integration testing support to Mackay and Global Parking Solutions as they integrate into Passport's system but will not be responsible for building the integration. As such, Passport cannot guarantee a timeline when this integration will be completed. Parking launch will not be dependent on these integrations. ikssumpti Mites 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: Passport CON�FIDENTIALANDPROPRIETARY "�o. ®=� O 2022,PassporC All nghts reserved a y • Providing operational information in a timely manner. • Providing a list of stakeholders for preliminary implementation • Making a good faith effort to facilitate the continued progress of the implementation. • Perform user acceptance testing to confirm the accuracy of configured attributes in the system • Provide written approval on each aspect of the system Deliverables or activities not specifically identified as in scope throughout this document are by definition out of scope, unless accompanied by an approved Scope Change Order. Prof- h • e Control Changes may required to manage unanticipated or new information that may arise during the course of the implementation and delivery of this solution that impacts an existing (or creates a new) deliverable, restriction, milestone, or dependency. This Project Change Control process is meant to enforce a process to ensure changes are tracked and approved appropriately throughout the project. Process • 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. • 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. Timeline 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 F 6 k a M 1 1 Passr port CONFIDENTIAL AND PROPRIETARY 11: O 2022 Passport All rights deserved f I a x > • reasonable efforts to maintain the timeline and cost associated with this Statement of Work, augmented by any and all Change Requests) approved by all parties. '-I!I Passport 02 FIDE IIAL D PROPRIETARYd 12 r ® Acceptance Please indicate your acceptance of this Statement of Work by signing below. Both Parties must approve any changes to this Statement of Work in writing. These changes may result in additional costs. Client Authorized Name: / kL( y 11 w;'soc .� , f Title: t 4 i hre-C yr U4 �rnUnLurid Signature: Date: j 1M Passport Labs, Inc. 128 S. Tryon St. Suite 2200 Charlotte, NC 28202 Authorized Name: Title: Signature: Date: COUNTERPART Receive and File 9,6‘fu4-1/444) City Clerk st me P CONFIDENTIAL AND ass ortg P PROPRIETARY. 13 O 2022 Passport.All ri hts reserved. Acceptance Please indicate your acceptance of this Statement of Work by signing below. Both Parties must approve any changes to this Statement of Work in writing. These changes may result in additional costs. Client Authorized Name: Title: Signature: Date: Passport Labs, Inc. 128 S.Tryon St.Suite 2200 Charlotte, NC 28202 Authorized Name: bo. Title: Signature: Date: 1 L lJ 212) COUNTERPART ■ Passport ©022DPasport All rights Rreserved. 13