HomeMy WebLinkAbout2021 PSA-Duncan Solutions PAM
SERVICES AGREEMENT
Professional Account Management, LLC Page 1
A Duncan Solutions company Rev. 2020 12 09 100a
This Services Agreement is made effective on this day of _________________, 2021 (Effective Date)
by and between the City of Oshkosh having a location at 215 Church Avenue in Oshkosh, WI 54903-1130 U.S.A
(Client) and Professional Account Management, LLC (PAM), a Wisconsin corporation having a location at 633 West
Wisconsin Avenue in Milwaukee, Wisconsin, U.S.A. Client and PAM may hereinafter also be referred to individually
as Party, or together as Parties. This Agreement governs all work performed by any affiliate or representative of
PAM, such work as described in any document incorporated herein or in any writing amending this Agreement.
WHEREAS, Client intends that PAM manage the processing of Client parking citation accounts (Accounts) and
collection of Accounts and other evidences of indebtedness (Debts) as may be mutually agreed between the
Parties, and PAM intends to manage such Accounts and Debts, and
WHEREAS, Client and PAM contemplate a future course of dealing and desire to undertake such dealing subject to
the terms and conditions described herein.
NOW, THEREFORE, in consideration of the promises and mutual agreements as stated herein, the Parties agree
as follows;
1. Term and Entire Agreement. The body of this Agreement, Schedule A, Schedule B, Schedule C, and Schedule
D (in total, Agreement), incorporated herein by reference and attached, all together represent the entire
understanding between the Parties related to the subject matter hereof and any prior agreements,
understandings or representation, whether expressed or implied, have no effect on this Agreement. This
Agreement commences on the Effective Date and terminates Three (3) calendar years after Effective Date
(Term). This Agreement may be extended (Extension) by mutual agreement of the Parties.
2. Modification and Waiver. This Agreement may only be modified in writing signed by duly authorized
representatives of both Parties. The failure of either Party to insist upon or enforce performance under this
Agreement, or the failure to exercise any right or privilege herein conferred, is not a waiver of any such
covenant, conditions, rights, or privileges.
3. Statements, Invoices and Payments. PAM shall provide monthly statement(s) itemizing information related to
Accounts and Debts. PAM shall invoice Client at least monthly or as otherwise described in the relevant
Schedule. Payment by Client of any PAM invoice is due net thirty (30) days from date of invoice. PAM reserves
the right to add one and one-half percent (1.5%) interest, or the maximum allowed by law, per month to invoices
past due by ten (10) days or greater.
4. PCI Compliance: PAM acknowledges that as a service provider for credit/debit card payments for this
agreement, that it is responsible for the security of cardholder data that we, the service provider, possess or
otherwise store, process or transmit on behalf of the customer, or to the extent that we could impact the security
of the customer’s cardholder data environment. PAM also acknowledges that it does not store credit card data.
5. Confidential Information. Unless publicly available on the Effective Date of this Agreement, all business and
technical information including but not limited to trade secrets, know-how, show-how, proprietary data, programs
documents, studies, reports or data provided or exposed under this Agreement will be kept as confidential
proprietary information (Confidential Information) of the Party disclosing the Confidential Information and will not
be divulged or made available to any individual or organization without the prior written approval of the original
disclosing party. Notwithstanding any other term of this Agreement, the City’s obligations to Wisconsin public
records laws shall supersede the terms of this Agreement. The Client shall treat any record created by, or
related to, this Agreement in a manner consistent with public records laws.
6. Patents, Trademarks, Copyrights, Ownership. All intellectual property, including, but not limited to, inventions,
plans, works, mask works, trademarks, service marks and trade secrets invented, developed, created or
discovered in the performance of this Agreement are the property of the Party that so invented, developed,
created or discovered such intellectual property.
7. Relationship of the Parties. PAM agrees and understands that services performed under this Agreement are
performed as an independent contractor and not as an employee of Client and that PAM acquires none of the
rights, privileges, powers or advantages of Client employees. PAM's relationship to Client in the performance of
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SERVICES AGREEMENT
Professional Account Management, LLC Page 2
A Duncan Solutions company Rev. 2020 12 09 100a
this Agreement is that of an independent contractor. Performance under this Agreement will at all times be
under the direction and control of PAM. PAM shall pay all wages and salaries and shall be responsible for all
reports and obligations relating to social security, income tax withholding, unemployment compensation and
worker's compensation. This Agreement does not create any relationship of agency, partnership or joint venture
between the Parties. Nothing in this Agreement gives any Party the right to use any corporate names,
trademarks or trade names of any other Party. No license under any patents, copyrights, trademarks, mask
works, trade secrets or other intellectual property of PAM is granted or implied unless expressed in writing.
8. Limitation of Liability and Disclaimer. UNLESS OTHERWISE EXPRESSLY STATED IN THIS AGREEMENT,
AND WHETHER OR NOT THE PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS,
NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY, IN CONTRACT, TORT
(INCLUDING BUT NOT LIMITED TO WARRANTY, NEGLIGENCE OR STRICT LIABILITY) OR OTHERWISE
FOR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL LOSS OR DAMAGES, LOSS OF REVENUE,
LOST PROFITS, BUSINESS OR GOODWILL.
9. Compliance with Laws. Parties shall ensure full compliance with federal, state and local laws, regulations,
directives, ordinances and executive orders applicable to the performance of this Agreement.
10. Records. PAM agrees that Client, or any of their duly authorized representatives, at any time during normal
business hours, will have access to and the right to examine and audit all records that are pertinent to the
accounting practices and process of PAM as related to performance under this Agreement. PAM will maintain
records for a period of three (3) years from the date of any termination of this Agreement. The inspection
requirements of this section shall survive the end of the Agreement by no less than three (3) years. The City
shall have the right to request copies of any record in PAM’s possession that is a public record as defined by
Wisconsin statute.
11. Severability. If any provision in this Agreement, or the application thereof to any person or circumstance is
determined by any competent court to be held invalid, illegal, or unenforceable, that determination shall not
affect the validity, legality, or enforceability of the remainder of this Agreement, unless that effect is made
impossible by the absence of the omitted provision.
12. Assignment. This Agreement is for the sole use of Client and cannot be used by or for any other entity without
prior written approval by PAM. Any assignment is null and void without the advance written consent of the non-
assigning Party.
13. No Third-Party Beneficiaries. The Parties specifically intend and agree that no one other than the Parties to this
Agreement, except either Parties subsidiaries, affiliates, successors or any controlling parent, whether now
existing or hereafter resulting from a merger, acquisition, or restructuring of the Party, is or shall be deemed to
be a third-party beneficiary of any of the rights or obligations set forth in this Agreement.
14. Insurance. During the Term, PAM will maintain such Bodily Injury, Liability and Property Damage Liability
Insurance as is reasonably protective in performance of this Agreement. Such insurance shall be combined
single limit bodily injury and property damage for each occurrence and shall not be less than the amount
specified by Client.
15. Sub-contracting. PAM is authorized to engage subcontractors at PAM's sole expense. PAM shall notify Client of
the name, address, and other information reasonably requested regarding any proposed subcontractor, in
advance of use of such subcontractor. Client shall respond in writing within two (2) business days of PAM’s
request for approval. Approvals under this section will not be unreasonably withheld by Client.
16. Licenses and Certificates of Authority. During the Term and any Extension, PAM will maintain all licenses and
certificates of authority required by law.
17. Termination and Notice. This Agreement may not be terminated by Client for convenience during the Term or
any agreed Extension. Client may terminate for cause during the Term or agreed Extension. Any notice of
termination must be provided in writing a minimum of thirty (30) days in advance of the effective termination date
and must state reasons for termination. In the event of termination of this Agreement, PAM will provide a final
invoice and Client shall pay all outstanding amounts as herein described. Except as otherwise expressly
provided herein, any notice required or desired to be served, given or delivered hereunder will be in writing and
deemed delivered (1) business day after delivery by a reputable overnight delivery service; or upon delivery by
courier or in person to the following addresses:
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Professional Account Management, LLC Page 3
A Duncan Solutions company Rev. 2020 12 09 100a
18. Applicable Law. This Agreement is construed and will be enforced under the laws and in the courts of the State
of Wisconsin without consideration to any conflicts of laws principles. The venue for resolving any disputes will
be Winnebago County, Wisconsin.
19. Authorization. Representatives signing below warrant that they are duly authorized by their respective Parties to
execute this Agreement.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date last written below.
Professional Account Management, LLC
Signature
Printed Name
Title
Date
To Client:
Attn: Contract Department
215 Church Avenue –
P.O. Box 1130
Oshkosh, WI 54903-1130
To PAM:
Attn: Contracts Department
633 W. Wisconsin Ave, Suite 1600
Milwaukee, WI 53203
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Tim Wendler
1/26/2021
CEO
SERVICES AGREEMENT
Professional Account Management, LLC Page 4
A Duncan Solutions company Rev. 2020 12 09 100a
SCHEDULE A – PROCESSING SERVICES
1. Referral and Reconciliation. PAM shall receive and process parking citations issued by Client
2. Computer Programs and Hardware. PAM will provide all software, written procedures and other supporting
items required in performance of this Agreement. PAM shall be responsible for the warranty and maintenance
of all hardware and software indicated in Schedule C of this agreement, including AutoPROCESS. Client is
responsible for any damage, loss, and/or theft of any/all computer hardware, software, and/or equipment used
by Client at Client’s location. Client will provide insurance coverage for such equipment as described herein.
3. Base Processing. Notice of illegal parking or violation (collectively, Citations) issued by Client, whether through
AutoPROCESS or manually, will be entered into PAM's system and cleared upon payment or other disposition.
Processing actions will be conducted in accordance with Client’s current ticket processing timeline.
4. Suspension of Processing. PAM shall suspend processing any citation referred to it upon written notice to do so
by Client. PAM shall maintain records indicating any suspension result.
5. Computer System. PAM will provide Client with internet inquiry capability at the Client location for retrieval of
parking citation information. Six (6) concurrent user licenses will be provided to Client and as many named
users c. Client is responsible for all internet connection or other related costs.
6. Collection and Deposit of Funds. PAM shall display Client payment processing information on all pre
collections outbound correspondence, such that all inbound payments are processed by the Client. Any
payments received at PAM’s facility will be forwarded to the Client for application.
7. IVR and Internet Payments. PAM shall provide the public with the ability to pay parking citations using an
accepted credit card via an Interactive Voice Response (IVR) system or the internet. The cost for these
services, including credit card discount fees, will be recovered by PAM in the form of a convenience fee
assessed to the violator for each online transaction made.
8. Enforcement System. PAM shall provide the integration and web services required to facilitate real time
wireless communication for such activities as citation data uploads, boot/tow request submission, real time
parking permit validation, and real time scofflaw validation through the enforcement platform.
9. Service Changes. All post-implementation changes or enhancements requested by the Client will be performed
by PAM on a time and materials basis. The billing rates to be used will be the rates in place when the work is
completed. All requests for systems changes and/or enhancements will be submitted in writing by the Client,
from which PAM will furnish an estimate. In the event we mutually agree to changes in scope, approach,
deliverables, assumptions and the like, we may also need to evaluate the impact on the prices contained
herein.
10. Refunds. In the event a payment in an amount that exceeds the balance due is submitted and results in an
overpayment, the entire payment will be posted to the consumer’s debt and the payment proceeds, including
overpayment, will be submitted to Client on the next scheduled invoice and remittance cycle along with a
supporting overpayment report. In situations where a specific request is made by the consumer or Client to
PAM to perform an overpayment refund for a specific account, PAM shall process the refund request and
refund the overpayment proceeds to the consumer. PAM shall deduct these overpayment amounts refunded to
consumers from the total collection proceeds remitted to Client on the next invoice/remittance cycle with a
report detailing the overpayment amounts refunded.
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SERVICES AGREEMENT
Professional Account Management, LLC Page 5
A Duncan Solutions company Rev. 2020 12 09 100a
SCHEDULE B – PERMIT MANAGEMENT SERVICES
1. Permit Processing. PAM shall provide the Client a permitting program with the ability to issue on-street parking
permits. This module will be configured to meet the Client's zone, term, and pricing requirements. Client staff
will have the ability to issue these permits through AutoPROCESS to persons and vehicles as appropriate. The
provided permitting system will accommodate free, monthly, and quarterly permit types and support a both
permits that do and do not require documentation approval prior to purchase.
The AutoPROCESS Permit Issuance and Management module will provide client with the ability to issue I re-
issue parking permits, manage their validity and facilitate management reporting based on permit program rules
that may apply to a given municipality. The system provides for event driven capture of information directly into
the AutoPROCESS database including integration with payment functionality that creates and relieves fees
associated with the permit issuance and management operation.
PAM will be responsible for the creation of the verification site, permit payment site, creation of the letter
templates to be used, validation and approval of permits according to the supplied guidelines, support and
maintenance for the duration of the contract.
The AutoPROCESS permit module includes an online parking permit management module that is integrated
into the violation database. This module will be configured to meet the Client's permit program requirements.
The provided system will allow for the issuance, tracking, and payment for permits including renewals
2. Internet Payments. PAM shall provide the public with the ability to purchase a parking permit using an accepted
credit card via a hosted website. The cost for these services, including credit card discount fees, will be
recovered by PAM in the form of a convenience fee assessed to the Client for each permit purchase transaction
as outlined in Schedule C.
3. Service Changes. All post-implementation changes or enhancements requested by the Client will be performed
by PAM on a time and materials basis. The billing rates to be used will be the rates in place when the work is
completed. All requests for systems changes and/or enhancements will be submitted in writing by the Client,
from which PAM will furnish an estimate. In the event we mutually agree to changes in scope, approach,
deliverables, assumptions and the like, we may also need to evaluate the impact on the prices contained
herein. This includes the addition of residential parking permits, which could be administrated by the
AutoPROCESS application with additional configuration work.
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SERVICES AGREEMENT
Professional Account Management, LLC Page 6
A Duncan Solutions company Rev. 2020 12 09 100a
SCHEDULE C – PRICING
Citation Management Solution
Citation Processing Services
Description Price Unit Includes
Parking Management Software
(Includes all Items listed in the package
details outlined below)
$2.70
(Handheld option1)
-or-
$3.00
(Handheld option 2)
Per citation issued
Full citation processing software suite
configuration, training, implementation,
hosting, and ongoing support as
described below
Web/IVR Payment Convenience Fee
(Paid by Motorist) $2.95
Per online
payment
transaction via
web or IVR
systems
Hosted payment website and IVR
systems as described in the table below
Permit Management Module $1,250.00 Per month
Hosted permit management module,
including underlying database, customer
website and enforcement integrations
Citation Processing Package Includes:
Item Description
AutoPROCESS System
Duncan’s proprietary AutoPROCESS parking management software configured to
meet your requirements and as described in our proposal including all system
maintenance, data back up and disaster recovery. Duncan assumes the agency will
provide broadband internet access at the agency desktop(s) where the
AutoPROCESS application will be accessed. Duncan will provide user licenses for
agency users.
Data Conversion Data conversion from the City’s current system, if required.
Tyler Technologies Integration
Batch software integration between the AutoPROCESS and Tyler point of sale
platforms to ensure payments taken by the City’s POS system are reflected in the
AutoPROCESS management system.
Document Imaging
Duncan provided electronic document imaging and workflow processing systems to
effectively eliminate the transfer of paper documents between Duncan and your
agency.
Scofflaw Module Daily scofflaw list for upload unto handheld units and LPR vehicles
Correspondence, Review and
Hearings
Processing of all correspondence and associated items e.g. bills of sale,
releases of liability, proof of correction, review dispositions, hearing
scheduling and dispositions, court dispositions
DMV Data DMV data acquisition (in-state and out-of-state)
DMV registration hold and release services through state DMV
NLETS Access Supplemental owner acquisition services through our Nets partnership
On Line Services PCI-DSS compliant mobile-device friendly website for ticket payment
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A Duncan Solutions company Rev. 2020 12 09 100a
IVR payment processing solution for 24/7 payment acceptance of the phone
A secure customer facing website for review of violation photos and ticket
payment
Online-web applications for:
o Citation payments
o Violation image review
o Customer initiated appeal (administrative review and administrative
hearing) requests
o Permit application and purchase including permit renewal purchases
Multi Media
AutoPROCESS Multi-media solution including citation images (electronic and manual
citations), photos and voice recordings captured by handhelds, payment documents,
correspondence, permit applications and review/hearing documents.
Project Management All project management, set-up, installation and initial training. Duncan will also
provide follow-on training as required at no additional cost.
AutoPROCESS Permit Issuance
Module
The AutoPROCESS Permit Issuance, Tracking and Management module configured
to meet the requirements of the City’s Residential Parking Permit program including
web applications for permit purchase/renewal.
Permit Data Conversion Data conversion from the City’s current system
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Professional Account Management, LLC Page 8
A Duncan Solutions company Rev. 2020 12 09 100a
Enforcement Equipment
Parking Enforcement Equipment
Option 1 – Two-Piece Design
Description Quantity Includes
Samsung Galaxy Note 10
10
Samsung Galaxy Note 10, 256GB with fast charge cable
Zebra DT ZQ511 3” printer
Three 4-bay ZQ printer power stations
3- year Samsung extended service agreement
3- year Zebra Care warranty
Project Management & Configuration (Implementation Methodology and Approach)
Training and Installation (1 days on site, 1 days back office installation).
Galaxy Note 10 extended battery case
Holder for Note 10, case/belt clip
ZQ511 soft case/shoulder strap
Includes AutoISSUE Software Maintenance, AutoISSUE Hosting, Real-time
Interface Integrations, Extended Hours Support Desk Services, PEMS Hosting,
Disaster Recovery, and AirWatch Remote Management Subscription. Includes wireless communication services
4G LTE Wireless Communication Services 6GB -Verizon
Enhanced LPR Plate Scan and Integration
Ticket stock and envelopes included
Zebra DT Printer ZQ511
Option 2 – One-Piece Design
Description Quantity Includes
Two Technologies XF1r2
Print
10
Samsung Galaxy Note 20, 256GB (inside device) -with built in printer
Four Position N-Class Dock. Dual Drop-in Cradle/Battery Charger (Includes Power
Supply, Cable)
Five Year Extended Warranty
Project Management & Configuration (Implementation Methodology and Approach)
Training and Installation (1 days on site, 1 days back office installation).
Carrying Cases
Spare Batteries
Includes AutoISSUE Software Maintenance, AutoISSUE Hosting, Real-time
Interface Integrations, Extended Hours Support Desk Services, PEMS Hosting,
Disaster Recovery, and AirWatch Remote Management Subscription. Includes
wireless communication services
4G LTE Wireless Communication Services 6GB -Verizon
Enhanced LPR Plate Scan and Integration
Ticket stock and envelopes included
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SERVICES AGREEMENT
Professional Account Management, LLC Page 9
A Duncan Solutions company Rev. 2020 12 09 100a
TERMS AND CONDITIONS
1. All post-implementation changes or enhancements requested by Client will be performed by Duncan on a
time and materials basis. The billing rates to be used will be the rates in place when the work is completed.
All requests for systems changes and/or enhancements will be submitted in writing by Client, from which
Duncan will furnish an estimate.
2. The above pricing is based on a Three (3) year contract term. In the event a different term or an alternate
structure are requested, we will also need to evaluate impact on the prices contained herein.
3. Consumables, including receipt paper, printer ink cartridges and toner will be provided by, or purchased by,
Client.
4. Pricing does not include and Client is responsible for:
a. Manual ticket data entry
b. Customer service related to processing
c. Customer service related to permit inquiries and after-hours permit requests
d. Mail payment and lockbox management related to processing
e. Walk-in payment management
f. Adjudication management
g. Desktop workspace for equipment
h. PC workstations for AutoPROCESS
i. Scanner to be used for facsimile document uploads to AutoPROCESS
j. Power supply & reliable broadband internet access
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Professional Account Management, LLC Page 10
A Duncan Solutions company Rev. 2020 12 09 100a
SCHEDULE D – RELATED SERVICES
WHEREAS, Client may desire to engage PAM to provide certain other products and or services that support or are otherwise related
to the Client’s parking program.
In addition to the core contract products and services stated previously, PAM, subject to Client’s prior approval, shall provide,
complete and deliver certain optional contract products and services. Client shall determine the optional contract products and
services it needs to enhance the parking program. At the Client’s written request and/or Contract Amendment as required, and in
accordance with the terms herein, PAM shall provide such optional contract products and services. The optional contract products
and services, and all related all goods, services, tasks, deliverables and work, are set forth below.
1. PROCEDURE
At Client’s written request, PAM shall deliver the optional contract products and services authorized by the Client. PAM shall
not provide any optional contract products or services until notified by Client to do so in writing. Upon receiving proper
authorization, PAM shall implement the optional contract products and services in accordance with the implementation
requirements set forth and mutually agreed upon by the Client and PAM.
2. COMPENSATION SCHEDULES
Client and PAM may adopt updated compensation schedules for optional contract products and services at any time during
the contract term. If the Client desires any optional contract products and/or services, it may request PAM to submit an updated
proposal of terms and costs for said services, including any underlying cost assumptions. Upon accepting PAM’s updated
terms and costs, Client shall issue a project task order authorizing PAM to proceed with the delivery of said services. Client
shall pay PAM for any optional contract product or service in accordance with the terms of this contract or the project task order
issued by Client. PAM shall provide Client with full documentation of any fees and expenses at the Client's request.
3. OPTIONAL PRODUCTS OR SERVICES
Client may engage PAM to deliver certain optional products and/or services in accordance with its requirements as defined
herein. Such optional products or services may include, but are not limited to, the following:
Parking Ticket Issuance Products/Services
Parking Ticket Processing Services
Secondary Collection Services
Administrative Adjudication Services
Parking Permit Services
Parking Customer Account Based web products
Parking Meters
Meter Management Software
Vehicle detection sensors
Business analytics platforms
Curbside management assets
Program consumables
Any and all products or services that are provided by PAM, its entities, related partnerships and or any subcontractors
Client shall determine the optional products/services it needs to enhance the parking violation program or other related municipal
services. At any time during the course of this contract, Client may issue a written project task order to PAM specifying the
optional products/services that it requires, the compensation it agrees to pay PAM for said services and any other terms and
conditions. As necessary, Client may also request a proposal for any of the services described herein reflecting revisions in the
scope and cost specified herein. Upon accepting Client’s project task order, PAM shall deliver the optional services requested by
Client in accord with the terms therein.
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