HomeMy WebLinkAboutWisGo Agreement Oshkosh Apr2024 Final
Intergovernmental Agreement, WisGo
Milwaukee Transportation Services, Inc. Proprietary and Confidential Page 1 of 59
INTERGOVERNMENTAL AGREEMENT
BETWEEN
MILWAUKEE COUNTY TRANSIT SYSTEM AND CITY OF OSHKOSH
This intergovernmental agreement ("IGA" or “Agreement”) for the provision of a WisGo-branded fare collection system is
entered into by and between the Milwaukee Transport Services, Inc, (“MTS” or “Contractor”) operator of Milwaukee County
Transit System and a quasi-governmental instrumentality of Milwaukee County, located at 1942 North 17th Street, Milwaukee,
Wisconsin 53205 ("MCTS") and City of Oshkosh, Wisconsin, located at 926 Dempsey Trail Oshkosh, Wisconsin 54902, a
Wisconsin municipal corporation (“Customer”) (collectively the “Parties”).
WHEREAS, both Parties qualify as "municipalities" authorized to enter into contracts for the receipt or furnishing of services
pursuant to Wisconsin Statute § 66.0301;
WHEREAS, MTS procured Umo, a Software-as-a-Service (“SaaS”) platform that allows transit riders to use a contactless
payment and give real-time route information from Cubic Transportation Systems, Inc. (“Cubic”);
WHEREAS, that procurement, RFP MM-01-21, was fully compliant with all FTA and State of Wisconsin requirements;
WHEREAS, the procurement (and resulting contract) provided that MTS had the ability to brand Umo as WisGoTM and contract
with other transit agencies for its use;
WHEREAS, the procurement sought pricing for the WisGo expansion and factored that pricing into evaluation and award;
WHEREAS, WisGo provides a ready-made, convenient fare collection system, and allows for a single fare cap for intercounty
rides;
WHEREAS, MTS has chosen to contract with other transit agencies for WisGo and provide the necessary administrative support
and services to those agencies;
WHEREAS, Customer desires to purchase and implement WisGo;
NOW, THEREFORE, for good and valuable consideration hereinafter set forth, the parties agree as follows:
Table of Contents
Primary Agreement:
1) Definitions 2
2) The Services, License Grants and Restrictions 5
3) Equipment 7
4) Fees & Payment 7
5) Data & Security 8
6) Warranty Disclaimer 8
7) Customer Obligations 9
8) Proprietary Rights 9
9) Indemnity 9
10) Corrective Action Plans 10
11) Term and Termination 11
12) Suspension of Services 11
13) Force Majeure 12
14) Limits of Liability 12
15) Confidentiality 12
16) Assignment 13
17) Federal Terms and Conditions 13
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18) Conflict 13
19) Variation 13
20) No waiver 13
21) Rights and remedies 14
22) Severance 14
23) Entire Agreement 14
24) No Partnership or Agency 14
25) Third Party Rights 14
26) Notices 14
27) Governing Law 15
28) Disputes 15
29) Compliance with Laws 15
30) Counterparts 15
Exhibits:
A. Umo Services Description 17
a. A1 Umo Pass Services. Attachments: 18
1. UMO pass feature matrix 20
2. Card specification 23
3. AVL compatibility req. 25
b. A2 Umo Pay Services – UMO Pay 26
c. A3 Umo Rewards Service 28
d. A4 n/a 29
e. A5 Transition Out Services 30
f. A6 InComm 31
g. A7 n/a 35
h. A8 Card Services 36
B. Implementation Services (Incl. equipment) 38
i. Validator spec 43
ii. Milestones & Impl. Schedule 44
C. UMO Support Services and Service Levels 46
D. General Customer Obligations 53
E. Fees 54
F. Not used
G. Security 58
H. Required Federal Terms 59
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INTERGOVERNMENTAL AGREEMENT
1 DEFINITIONS
1.1 Capitalized terms not defined elsewhere in the Agreement have the following meanings:
1.2 “Back Office” means the elements of the WisGo Services hosted in the public cloud.
1.3 “Bankcard Payments” means any credit, debit and prepaid debit card payments for Customer’s products
and services by End Users.
1.4 “Business Day” means Monday, Tuesday, Wednesday, Thursday, or Friday beginning at 12:00 midnight
Pacific Time, excluding the Holidays and Non-Working Periods.
1.5 "Calendar Day” or “Day” means any day shown on the calendar beginning at 12:00 midnight Pacific Time,
including Saturdays, Sundays, Holidays, and Non-Working Periods.
1.6 “Card” means Umo Pass Cards, as defined in Exhibit A1.
1.7 "Card Services” means the services set out in Exhibit A8.
1.8 “Contract Year” means each calendar year commencing on the Effective Date, or, where applicable, the
anniversary of the Effective Date.
1.9 “Customer Data” means the data collected through or generated by the WisGo Services or use of the WisGo
Services by Users, relating to Users’ use of WisGo Services or Customer’s transportation services, and
analytics, reporting, results, or other information in respect of such data , excluding the WisGo User Profile.
1.10 “Customer Obligations” means the Customer obligations set out in Exhibit D for each WisGo Service.
1.11 "Customer User” means an end-user that accesses the administrative, reporting and customer service
functions of the WisGo Services in the capacity of an employee, contractor, or agent of the Customer.
1.12 “Documentation” means the operating manuals, user manuals, guides, service descriptions, service
specifications, training materials, technical manuals , and support material relating to the WisGo Services or
Equipment, if and as made available by Contractor.
1.13 "End User” means a consumer end-user of the WisGo Services other than a Customer User. This includes
transit riders, and employees, contractors, and agents of the Customer accessing the WisGo Services when
utilizing the WisGo Services in their capacity as a consumer transit rider to plan and pay for transportation
services.
1.14 “End User Profile” means data provided by End Users that is not specific to Customer such as the End User
login, account-name, email, stored payment credentials and other such data provided by End Users in
establishing and populating their account on the WisGo Services. End User Profile does not include data
provided by End Users that is specific to the End User’s relationship with the Customer (or any customer of
the WisGo Services), such as transaction data, purchase history with the Customer , etc., which data is
Customer Data.
1.15 “Equipment” means the physical hardware detailed in Exhibit B, or any such other physical hardware
provided to the Customer under this Contract, that is sold to the Customer or otherwise required to be
delivered to Customer for use in conjunction with the Software to provide the Services to the Users and the
Customer.
1.16 “Fees” means the fees payable by Customer as described in Exhibit E for the Services and Equipment as
described in Exhibit B.
1.17 “Holidays” means public holidays observed by either Party.
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1.18 “Implementation Services” means the services required to configure and implement the WisGo Services on
behalf of Customer as set forth in Exhibit B.
1.19 “Intellectual Property Rights” means trade secret rights, rights in know-how, databases moral rights,
copyrights, patents, trademarks (and the goodwill represented thereby), and similar rights of any type
under the laws of any governmental authority, domestic or foreign, including all applications for and
registrations of any of the foregoing.
1.20 “Marketing Tool Kit” means marketing materials made available to the Customer for use by the Customer in
its own marketing of the WisGo Services including graphics, videos and similar materials. See also Exhibit
A1, Sec. 3, for additional details.
1.21 “Merchant Acquirer” means an entity that provides acquiring or electronic payment processing services in
respect of settling funds to the Customer’s account(s) for all End User purchases in the WisGo Services.
1.22 “Merchant of Record” means the party that holds the contractual relationship with a Merchant Acquirer for
the acceptance of credit and debit card payments as it relates to the WisGo Services.
1.23 “Mobility Service Operator” means a third party organization that operates vehicles or transit services on
behalf of Customer under an agreement with Customer.
1.24 “Non-Working Periods” means the Days each year designated by Contractor as excluded from the Business
Days.
1.25 “Operating Year” means the calendar year commencing on Operating Period Start Date for the first such
year and anniversary of the Operating Period Start Date for each subsequent year .
1.26 “Personal Information” means any Customer Data or WisGo Data that can or could reasonably be used to
identify, contact or locate the person to whom such information pertains, any information from which such
identification or contact information can or could be derived, and any other similar information as defined
by any law. Personal Information includes, but is not limited to: credit, debit, and other payment
cardholder information.
1.27 “Professional Services” means any additional services that Contractor shall provide or source as the parties
agree in writing pursuant to a Statement of Work or similar document.
1.28 “Services” means the Implementation Services, WisGo Services, the Support Services, Professional Services
and related Documentation.
1.29 “Services Commencement Date” means the date at which the WisGo Service is first utilized by the
Customer for commercial purposes.
1.30 “Software” means the software applications provided as part of the Services consisting of Equipment
firmware and the consumer facing mobile app to access the WisGo Services.
1.31 “Support Services” means the support services for WisGo Services as set forth in Exhibit C.
1.32 “Term” means the term of the Contract as defined in Section 11.1.
1.33 “Umo Privacy Policy” means the Cubic privacy policy set out at https://umomobility.com/app/privacy-
policy/ as updated from time-to-time .
1.34 “USD” means United States Dollars and is the currency for all prices and fees under this Agreement.
1.35 “Users” means End Users and Customer Users.
1.36 “User Terms and Conditions” means the terms and conditions governing an End User’s use of the WisGo
Services, as set out at https://umomobility.com/pass/terms-and-conditions/ as updated from time-to-time.
1.37 “WisGo Data” means the End User Profile and any other data, analytics, reporting, results, and other
information, excluding Customer Data.
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1.38 “WisGo Services” means the software and services described in the Exhibit A, which are the same or
substantially the same software and services provided to Contractor by Cubic pursuant to the Cubic
Contract.
2 THE SERVICES; LICENSE GRANTS, AND RESTRICTIONS
2.1 Contractor shall, during the Term, provide or have provided to Customer the Services as set out in Exhibit A
and make available all Documentation to the Customer on and subject to the terms of this Agreement to
the extent permitted by the Cubic Contract. Contractor shall, in addition, through its third party licensors
provide and maintain the network, computers, software, infrastructure, and telecommunications systems
necessary to provide the WisGo Services, including all Back Office components, in accordance with this
Agreement.
2.2 Contractor grants to Customer:
2.2.1 a limited, non-exclusive, non-sublicensable sublicense during the Term, to use the Software and Services
during the Term solely in connection with Customer's transit operations, including any Mobility Service
Operators, and use and copy the Documentation (other than Documentation relating to the Equipment
manufactured by a third party OEM and resold to Customer) solely for Customer's internal business
operations.
2.2.2 a limited, non-exclusive, non-transferable, non-sublicensable sublicense during the Term to use the
Equipment Software and the Documentation related to the Equipment solely for Customer's internal
business operations. Customer shall have no rights to copy, modify or decompile such Software but shall be
entitled to copy the Documentation as set forth above, unless copying such Documentation, in whole or in
part, is prohibited by the applicable third party OEM that owns such Documentation, in which case
Customer’s use of such Documentation is subject to the third party OEM terms, if any, to be provided or
otherwise available to the Customer.
2.2.3 a limited, non-exclusive, non-transferable, non-sublicensable sublicense during the Term to use and display
the WisGo and Cubic trademarks, service marks, and logos, including the Umo trademarks and logos, as
made available by WisGo (the “WisGo Marks”) (i) solely in connection and as necessary to carry out its
obligations under this Agreement and (ii) to market and promote the WisGo Services. Any goodwill which
may be acquired through the use of the WisGo Marks shall inure solely to the benefit of Contractor and its
licensors. Customer shall abide by any usage guidelines as may be provided to Customer. Contractor
reserves the right to update, replace, or retire any WisGo Marks or usage guidelines at any time upon sixty
(60) Days’ prior written notice. In such event, Customer shall cease use of the updated, replaced, or retired
WisGo Marks as soon as commercially practical thereafter. Contractor shall have no liability for any costs
incurred by the Customer in respect of its reasonable use of or changes to the WisGo Marks.
2.2.4 a limited, non-exclusive, non-transferable, non-sublicensable sublicense during the Term to use, modify,
distribute, display, create derivative works from, and adopt for its own purposes materials in the Marketing
Tool Kit (other than the WisGo Marks) to market and promote the WisGo Services. Customer shall abide by
such usage guidelines as may be provided to Customer in writing.
2.3 Except to the extent expressly permitted under this Agreement, Customer shall not, and shall not permit
any third party to:
2.3.1 copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display,
transmit, or distribute all or any portion of the Services, Software, and/or Documentation (as applicable) in
any form or media or by any means, or attempt to do the same;
2.3.2 reverse compile, disassemble, reverse engineer or otherwise reduce to human -perceivable form all or any
part of the Services or Software, or attempt to do the same;
2.3.3 access all or any part of the Services and Documentation in order to build a product or service which
competes with the Services and/or the Documentation;
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2.3.4 use any equipment other than the Equipment as described in Exhibit B in conjunction with the Services; or
2.3.5 license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, use,
or make available, the Services, Software, and/or Documentation to or on behalf of any third party other
than Users.
2.4 Customer shall use all reasonable efforts to prevent any unauthorized access to, or use of, the Services
and/or the Documentation. Customer shall promptly notify Contractor in the event of any such
unauthorized access or use of which Customer becomes aware.
2.5 The WisGo Services may be updated at any time. Contractor will use commercially reasonable efforts to
help ensure that such updates and changes do not materially and negatively impact the performance or
functionality of the WisGo Services and if Contractor becomes aware of such impact, Contractor will
provide notice of such impact to the extent feasible. Use and enablement of major new features in the
WisGo Services may be subject to additional fees or terms.
2.6 Certain aspects of the Services may be performed by third-party subcontractors. Such subcontractor
personnel shall not be the employees of, or have any other contractual relationship with Customer.
2.7 Contractor represents and warrants that it has exclusive title to the Software and Documentation or
otherwise has the right to grant the sublicense to Customer in accordance with this Contract.
2.8 Affirmative Action: The Contractor assures that it will undertake an affirmative action program as required
by Milwaukee County Code of General Ordinances (MCCGO) 56.17(1d), to insure that no person shall, on
the grounds of race, creed, color, national origin, or sex be exclu ded from participating in any employment
activities covered in MCCGO 56.17(1d). The Contractor assures that no person shall be excluded, on these
grounds, from participating in or receiving the services or benefits of any program or activity covered by
this subpart. The Contractor assures that it will require that its covered organizations provide assurances to
the Contractor that they similarly will undertake affirmative action programs and that they will require
assurances from their suborganizations, as required by MCCGO 56.17(1d), to the same effect.
2.9 NON-DISCRIMINATION AND EQUAL EMPLOYMENT OPPORTUNITY PROGRAMS: In the performance of
work or execution of this Contract, the Contractor shall not discriminate against any employee or applicant
for employment because of race, color, national origin or ancestry, age, sex, sexual orientation, gender
identity and gender expression, disability, marital status, family status, lawful source of income, or status as
a victim of domestic abuse, sexual assault or stalking, which shall include but not be limited to the
following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or
termination; rates of pay or other forms of compensation; and selection for training including
apprenticeships. When a violation of the non-discrimination and equal opportunity provisions of this
section has been determined by Customer, Contractor shall immediately be informed of the violation.
2.10 PROHIBITED PRACTICES: The following practices are prohibited during the Term of this Contract: Customer
hereby attests that it is familiar with Milwaukee County’s Code of Ethics, which states, in part, “No person
may offer to give to any County officer or employee or his immediate family, and no County officer or
employee or his immediate family, may solicit or receive anything of value pursuant to an understanding
that such officer’s or employee’s vote, official actions or judgement would be influenced th ereby” and will
not offer or give anything of value to any Contractor employee.
2.11 PUBLIC RECORDS: Both Parties understand that theyare bound by the public records law, and as such, all
of the terms of this Contract are subject to and conditioned on the provisions of Wis. Stat. § 19.21, et seq.
Parties hereby agrees that they shall be obligated to assist each other in retaining and timely producing
records that are subject to the Wisconsin Public Records Law upon any statutory request having been
made, and that any failure to do so shall constitute a material breach of this Contract . In the event of
breach, Customer shall be obligated to indemnify, defend and hold Contractor harmless from liability under
the Wisconsin Public Records Law occasioned by such breach. Customer shall be paid its reasonable costs in
respect of any such assistance. Except as otherwise authorized by Contractor in writing, records that are
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subject to the Wisconsin Public Records Law shall be maintained for a period of three years after receipt of
final payment under this Contract.
3 EQUIPMENT
3.1 Contractor shall provide Customer with Equipment as set forth in Exhibit B. Contractor provides no
warranty or guarantee with respect to any Equipment; provided applicable warranties from third-party
Equipment suppliers will be provided to the Customer as feasible and Contractor will pass through such
warranties to Customer to the fullest extent permitted and otherwise facilitate Customer’s access to such
warranties from any third-party Equipment OEM warranty.
3.2 Title to the Equipment and risk of loss for the Equipment shall transfer to Customer on delivery unless
otherwise provided in Exhibit B. For the purpose of this clause, Equipment shall be deemed delivered on the
earlier of being received at a Customer controlled site or on installation, whichever first occurs.
3.3 Contractor may substitute or replace the Equipment at no cost to Customer with alternative Equipment at
any time during the Term provided that such alternative Equipment complies with the Federal Buy America
requirements and provides materially equivalent functionality as the replaced Equipment including a
materially equivalent remaining warranty.
4 FEES AND PAYMENT
4.1 Customer Fees and Payment.
4.1.1 The Fees payable for the provision of the Services are set forth in Exhibit E. Fees are exclusive of any taxes,
duties or withholdings of any nature whatsoever. Unless otherwise stated in Exhibit E, Contractor shall
invoice Fees monthly in arrears. Fees for Implementation Services shall be invoiced in accordance with the
milestone schedule set forth in Exhibit E.
4.1.2 Customer shall pay in full all invoices submitted by Contractor within 30 days of the date of submittal. All
fees are stated, and payment shall be made, in USD. Any undisputed amounts remaining unpaid following
the payment due date and all payments disputed by Customer in good faith that are paid following the
resolution of such dispute shall bear interest accruing from the original payment due date through the date
that such amounts are paid at the lower interest rate of (a) 1.0% per month and (b) the high est interest rate
allowed by law. Without limitation of Contractor’s other rights or remedies, in the event that Customer
fails to timely pay any invoiced amounts that are not the subject of a good -faith dispute, Contractor may,
after providing written notice to Customer and an additional 30 business days to pay such undisputed
amounts, suspend access to all or part of the Services and C ontractor shall be under no obligation to
provide any or all the Services until all such undisputed amounts are paid .
4.1.3 Unless otherwise stated in Exhibit E, Customer shall make payment for Equipment upon delivery.
4.1.4 State Prompt Pay Law, Section 66.285, does not apply to this Agreement.
4.1.5 Contractor shall provide Customer with monthly billings, listing actual cost, which shall include, but not be
limited to, the following:
a) Name and address of Contractor
b) Invoice date and number
c) Remittance name and address
d) Name, title, and phone number of persons to notify in event of defective invoice
4.1.6 Customer represents that as of the Effective Date of this Agreement, it is exempt from Federal Excise Taxes
and Wisconsin State Sales Taxes. Invoices submitted by Contractor will not include such taxes. Contractor’s
inclusion of taxes on invoices may delay payment. In the event Customer is no longer exempt from either
Federal Excise Taxes or Wisconsin State Sales Taxes, Customer will promptly notify Contractor, in writing, of
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its change in tax exempt status and Contractor will invoice Customer for applicable taxes commencing from
the date the Customer’s change in tax exempt status goes into effect.
4.2 Payments to Customer.
4.2.1 If Customer is entitled to a share of revenue generated in connection with certain Services as indicated in
the applicable Exhibit, Contractor shall pay Customer within thirty (30) Days of the calendar quarter during
which the applicable revenue was collected by Contractor.
4.2.2 Each payment will be accompanied by a report stating in reasonable detail the basis upon which payment is
made.
5 DATA AND SECURITY
5.1 Between the Parties, Customer shall own all right, title, and interest in and to the Customer Data. As
between the Parties, Customer Data shall be treated as Customer’s Confidential Information and WisGo
Data shall be treated as Contractor’s Confidential Information. Notwithstanding the foregoing, Customer
expressly grants the rights to Contractor and its subcontractors to use the Customer Data for purposes of
providing Services to the Customer under this Agreement.
5.2 Customer will use commercially reasonable efforts to ensure that Customer Data within Customer or its
subcontractor’s possession, custody, or control is subject to the data security procedures set forth in Exhibit
G.
5.3 WisGo Data will be collected, used, processed, and shared in accordance with the User Terms and
Conditions and the Umo Privacy Policy.
5.4 Contractor and its licensors, including without limitation Cubic, may use WisGo Data collected via the
WisGo Services from an End User in accordance with the Umo Privacy Policy, in connection with (a)
business operations, on an aggregate, anonymous basis such that any use or disclosure does not permit a
third party to associate any particular data with the Customer or any User and (b) if required by court order,
law or governmental agency. In addition, Contractor and its licensors may use WisGo Data and data derived
from Customer’s use of the Services, including Customer Data, on an aggregate and anonymous basis for
Contractor’s and Cubic’s internal business purposes, including to operate, manage, maintain, and improve
products and services, including the Services.
5.5 In the event Contractor becomes aware of any incident that may result in the unauthorized access,
processing, exfiltration, destruction, disclosure or use of any Customer Data or any Personal Information, it
will notify Customer within five (5) days of becoming aware of the same.
6 WARRANTY DISCLAIMER
6.1 EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES MADE BY CONTRACTOR IN THIS
AGREEMENT, INCLUDING ITS EXHIBITS, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW,
NEITHER CONTRACTOR NOR ITS LICENSORS MAKE ANY REPRESENTATIONS OR WARRANTIES. EXCEPT AS
EXPRESSLY SET FORTH HEREIN, THE SERVICES AND EQUIPMENT ARE MADE AVAILABLE TO CUSTOMER “AS
IS”. TO THE MAXIMUM EXTENT PERMITTED BY LAW, CONTRACTOR EXPRESSLY DISCLAIMS ANY AND ALL
REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF
FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, NONINFRINGEMENT, TITLE OR IMPLIED
WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. WITHOUT LIMITATION
OF THE FOREGOING, CONTRACTOR WILL HAVE NO LIABILITY FOR ANY: (A) ERRORS, MISTAKES, OR
INACCURACIES, IN DATA AS PROVIDED TO CONTRACTOR; (B) ANY UNAUTHORIZED ACCESS TO OR USE OF
THE SERVICES BY ANY THIRD PARTY UNLESS SUCH ACCESS OR USE IS THROUGH OR BY CONTRACTOR ; (C)
ANY INTERRUPTION OF TRANSMISSION TO OR FROM THE SERVICES AS A RESULT OF A THIRD PARTY
PROVIDER ; (D) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED ON OR
THROUGH THE SERVICES ; AND (E) ANY LOSS OR DAMAGE OF ANY KIND INCURRED BY CUSTOMER AS A
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RESULT OF ANY INFORMATION OR DATA PROVIDED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE BY
CUSTOMER OR CUSTOMER USERS OR ANY THIRD PARTY ENGAGED BY THE CUSTOMER.
7 CUSTOMER OBLIGATIONS
7.1 Customer shall:
7.1.1 provide Contractor with:
a) all cooperation in relation to this Agreement as agreed upon in Exhibit A, Exhibit B, Exhibit D, or
as otherwise reasonably requested by Contractor; and
b) all reasonable access to such information as may be reasonably requested in order to provide the
Services, including but not limited to Customer Data;
7.1.2 carry out all Customer responsibilities set out in this Agreement in accordance with any timeframes agreed
in writing between the Parties , including the Customer Obligations set out in Exhibit D. The Customer shall
be liable for any reasonable and demonstrable costs related to such adjustment to the extent arising from
such Customer failure;
7.1.3 obtain and shall maintain all necessary licenses, consents, and permissions that are required for the
Customer, its subcontractors and personnel to perform their obligations under this Agreement;
7.1.4 ensure that it maintains its network and systems; and
7.1.5 be solely responsible for procuring and maintaining its network connections and telecommunications links
from its systems to Customer’s data centers, and all problems, conditions, delays, delivery failures and all
other loss or damage arising from or relating to Customer's network connections or telecommunications
links or otherwise caused by the public Internet.
8 PROPRIETARY RIGHTS
8.1 The Parties acknowledge that Customer is not getting any proprietary customizations to the WisGo Services
or Equipment. As a result, Customer acknowledges and agrees that Contractor and/or its licensors own all
intellectual property rights in the Services, Equipment, the Documentation, and all modifications,
improvements and derivative works thereof. Except to the extent expressly set forth in this Agreement, (a)
Contractor does not grant to Customer any license, express or implied, to Contractor’s or its licensors’
Intellectual Property Rights and (b) nothing in this Contract or the performance thereof, or that might
otherwise be implied by law, will operate to grant Customer any right, title, or interest, implied or
otherwise, in or to Contractor’s or its licensors’ intellectual property. Contractor, on behalf of itself and its
licensors, expressly reserves all Intellectual Property Rights not expressly granted under this Agreement.
9 INDEMNITY
9.1 Intellectual Property Rights Indemnity.
9.1.1 Subject to Section 9.1.3, if an action is brought by a third party against Customer or its respective directors
or employees (a “Customer Indemnified Party”) claiming that Services, Software, Documentation, WisGo
Marks, Marketing Tool Kit or Equipment or the use or receipt of any foregoing infringes or misappropriates
a third-party United States Intellectual Property Right, Contractor will defend such Customer Indemnified
Party at Contractor’s expense, indemnify Customer from any liabilities, losses, settlements, judgments,
costs and expenses (including but not limited to attorneys’ fees and costs) incurred as a result of such claim ,
and pay the damages and costs finally awarded against such Customer Indemnified Party in such action, but
only if:
a) Customer notifies Contractor promptly and without delay upon learning of such claim, however,
Customer’s failure to notify Contractor shall not affect Contractor’s obligation to indemnify
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Customer unless such failure to notify Contractor materially prejudices Contractor’s ability to
defend against the action;
b) Contractor has sole control over the defense of the claim; and
c) Customer provides Contractor with all available information and assistance reasonably requested
to defend such claim.
9.1.2 In no event shall Contractor or its subcontractors or licensors have any obligations under Section 9.1, nor
shall it or its employees, agents or sub-contractors be liable to Customer, to the extent that the alleged
infringement is based on:
a) a modification of the Services, Equipment, or Documentation by Customer or anyone under the
Customer’s direction;
b) Customer's use of the Services or Equipment in a manner contrary to the formal written
instructions given to Customer or in violation of this Agreement or any applicable
Documentation; or
c) Customer's continued, unreasonable use of the Services, Equipment, or Documentation after
reasonable notice of the alleged or actual infringement.
9.1.3 The foregoing is Customer's sole and exclusive rights and remedies, and Contractor’s (including Contractor’s
employees', agents' and subcontractors') entire obligations and liability, for infringement of any third party
patent, copyright, trademark, database right or right of confidentiality.
9.2 Customer Indemnity. If an action is brought by a third party against Contractor or its respective directors or
employees (a “Contractor Indemnified Party”) as a result of (a) any misuse or unlawful use of the Services,
Software, Documentation, WisGo Marks, Marketing Tool Kit or Equipment or (b) any actual or alleged
breach of this Agreement, Customer will defend such Contractor Indemnified Party at Customer’s expense,
indemnify Contractor Indemnified Party from any liabilities, losses, settlements, judgments, costs and
expenses (including but not limited to attorneys’ fees and costs) incurred as a result of such claim, and pay
the damages and costs finally awarded against such Contractor Indemnified Party in such action, but only if:
a) Contractor Indemnified Party notifies Customer promptly and without delay upon learning of
such claim, however, Contractor Indemnified Party’s failure to notify Customer shall not affect
Customer’s obligation to indemnify Contractor Indemnified Party unless such failure to notify
Customer materially prejudices Customer’s ability to defend against the action;
b) Customer has sole control over the defense of the claim; and
c) Contractor Indemnified Party provides Customer with all available information and assistance
reasonably requested to defend such claim.
10 CORRECTIVE ACTION PLANS
10.1 If Customer reasonably believes that Contractor is in material breach of this Agreement and such breach or
default is capable of being cured, then prior to issuing written notice of such a breach, Customer shall notify
Contractor that a plan is required to remedy such material breach (a “Corrective Action Plan”).
10.2 If Contractor fails to provide a Corrective Action Plan within thirty (30) Business Days of such notification or
fails to comply with the Corrective Action Plan, then Customer shall be entitled to issue a Default Notice.
10.3 The Parties acknowledge that breach of any confidentiality provisions (including but not limited to those
relating to the protection of all Personal Information) may cause irreparable harm to the other Party or to
any third-party to whom the other Party owes a duty of confidence, and that the injury to the other party or
to any third-party may be difficult to calculate and inadequately compensable in damages. The Parties each
agree that the other is entitled to obtain injunctive relief (without proving any damage susta ined by it or by
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any third-party) or any other remedy against any actual or potential breach of such confidentiality
provisions.
11 TERM AND TERMINATION
11.1 This Agreement shall, unless otherwise terminated as provided in this Section 11, commence on the
Effective Date and continue for a period of thirty-six (36) months from the Service Commencement Date
(the “Initial Term”). This Agreement may be renewed for two (2) successive one (1)-year periods (each, a
“Renewal Term”) unless either Party gives 180 days-notice to terminate prior to the end of the then-current
Term. “Term” means the Initial Term and any Renewal Terms that have been exercised.
11.2 Either Party may, subject to Section 10.1, terminate this Agreement if either Party breaches or defaults on
any of the material provisions of this Agreement and such breach is not cured within thirty (30) Days after
that Party receives written notice from the other Party (a “Default Notice”), then in addition to all other
rights and remedies of law or equity or otherwise, then the Party not in default shall have the right to
terminate this Agreement without any charge or liability, at any time thereafter.
11.3 Either Party may terminate this Agreement by giving written notice if the other Party does not make a
payment that they have been given written notice of to the other Party within sixty (60) Calendar Days of
the date such amount is due.
11.4 In addition, this Agreement will terminate immediately in the event the Cubic Contract is terminated or
otherwise expires.
11.5 Upon the expiration or termination of this Agreement for any reason:
11.5.1 All rights and licenses granted under this Agreement to Customer shall immediately terminate;
11.5.2 Each Party shall return and make no further use of any equipment, property, Documentation , except as to
Public Records, and other items (and all copies of them) belonging to the other Party if requested to do so
by the other Party;
11.5.3 Contractor shall destroy or otherwise dispose of any of the Customer Data in its possession utilizing
industry acceptable practices for the secure destruction and disposal of data, no later than sixty (60) Days
after the effective date of the termination of this Agreement.
11.5.4 Any rights, remedies, obligations, or liabilities of the Parties that have accrued up to the date of
termination, including the right to claim damages in respect of any breach of the Agreement which existed
at or before the date of termination shall not be affected or prejudiced; and
11.5.5 Sections 2.11, 4, 5, 6, 8, 9, 11, 14, 15, 26 & 27 will survive any termination or expiration of this Agreement.
12 SUSPENSION OF SERVICES
12.1 WisGo Services may be suspended in the event that Contractor or its licensors, reasonably believe that:
12.1.1 Customer or a User is engaged in or has experienced any activity that materially harms WisGo Services, or
the ability to operate and maintain the WisGo Services or the network used to provide the same;
12.1.2 a security incident has occurred that threatens the security or stability of the WisGo Services or the
network used to provide the same; or
12.1.3 Customer or any Customer Users has engaged in any fraudulent or illegal activity or any activity that could
result in legal liability.
12.2 Contractor will use reasonable efforts under the circumstances to:
12.2.1 provide prior written notice of such suspension, which notice shall include a reasonable explanation and
description of the basis for its intended suspension to allow Customer to respond (to the extent
practicable), mitigate and/or cure the underlying circumstances, if curable; and
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12.2.2 limit such suspension to the extent necessary to mitigate the prospective harm. Any such suspension may
continue until the event causing such suspension has been cured or until Contractor has received
satisfactory assurances that such event will not recur. To the extent the issue that gave rise to a suspension
is caused by Customer, Customer shall take all reasonable measures to remedy the issues as expeditiously
as possible.
13 FORCE MAJEURE
13.1 Neither Party shall have any liability to the other under this Agreement if a Party is prevented from or
delayed in performing its obligations under this Agreement, or from carrying on its business, by acts,
events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock -
outs or other industrial disputes (whether involving the workforce of the Party or any other party), failure of
a utility service or transport or telecommunications network, act of God, war, epidemic, pandemic, riot, civil
commotion, malicious damage, compliance with any law or governmental order, rule, regulation or
direction, accident, breakdown of plant or machinery, fire, flood, storm or default or service failures of
suppliers or sub-contractors, provided that the other Party is notified of such an event and its expected
duration.
14 LIMITS OF LIABILITY
14.1 NO CONSEQUENTIAL DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER
PARTY WILL HAVE ANY LIABILITY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL
DAMAGES (INCLUDING, AS A RESULT OF ANY DELAY IN RENDERING SERVICE, LOSS OF DATA, LOSS OF USE
OR, THE DIRECT OR INDIRECT LOSS OF PROFIT OR REVENUE) ARISING OUT OF OR IN CONNECTION WITH
THESE TERMS, HOWEVER CAUSED, AND UNDER WHATEVER CAUSE OF ACTION OR THEORY OF LIABILITY
BROUGHT (INCLUDING UNDER ANY CONTRACT, NEGLIGENCE OR OTHER TORT THEORY OF LIABILITY) EVEN
IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
14.2 LIABILITY CAP. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER
PARTY’S LIABILITY FOR ANY CLAIM ARISING OUT OF OR IN CONNECTION WITH THESE TERMS (WHEN
AGGREGATED WITH ITS LIABILITY FOR ALL OTHER CLAIMS ARISING OUT OF OR IN CONNECTION WITH
THESE TERMS) EXCEED THE GREATER OF (A) $250,000 or (B) THE AMOUNTS PAID BY CUSTOMER TO CUBIC
DURING THE 12-MONTH PERIOD IMMEDIATELY PRECEDING THE INCIDENT GIVING RISE TO SUCH LIABILITY.
14.3 EXCEPTIONS. THE EXCLUSIONS AND LIMITATIONS OF LIABILITY IN THIS SECTION 14 SHALL NOT APPLY TO
(A) A BREACH BY A PARTY OF ITS CONFIDENTIALITY OBLIGATIONS UNDER THIS AGREEMENT; (B) A PARTY’S
INDEMNIFICATION OBLIGATIONS UNDER SECTION 9 OF THIS AGREEMENT (OR ANY AMOUNTS PAID OR
PAYABLE IN CONNECTION WITH SUCH OBLIGATIONS); (C) CUSTOMER’S BREACH OF SECTION 2.2.1 (D)
CUSTOMER’S PAYMENT OBLIGATIONS; (E) FRAUD, WILLFUL MISCONDUCT, OR GROSS NEGLIGENCE OF A
PARTY, OR (F) DAMAGES FOR PERSONAL INJURY, DEATH, OR PROPERTY DAMAGE TO THE EXTENT
RESULTING FROM EITHER PARTY’S OR ITS PERSONNEL’S OR SUBCONTRACTOR’S NEGLIGENCE OR
MISCONDUCT.
15 CONFIDENTIALITY Each Party may be given access to Confidential Information from the other Party in order to
perform its obligations under this Agreement. A Party's Confidential Information shall not be deemed to
include information that:
15.1.2 is or becomes publicly known other than through any act or omission of the receiving Party;
15.1.3 was in the other Party's lawful possession before the disclosure without any restrictions on use or
disclosure;
15.1.4 is lawfully disclosed to the receiving Party by a third party without restriction on disclosure; or
15.1.5 is independently developed by the receiving Party, which independent development can be shown by
written evidence.
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15.2 Each Party shall hold the other's Confidential Information in confidence and, unless required by law, not
make the other's Confidential Information available to any third party or use the other's Confidential
Information for any purpose other than the implementation of this Agreement.
15.3 Each Party shall take all reasonable steps to ensure that the other's Confidential Information to which it has
access is not disclosed or distributed by its employees or agents in violation of the terms of this Agreement.
15.4 Customer acknowledges that specifications, technical information, designs and other detailed information
of operational performance or architecture of the WisGo Services, and the results of any performance tests
of the Services, constitute Contractor's Confidential Information.
15.5 Contractor acknowledges that the Customer Data is the Confidential Information of Customer.
15.6 If a Party is required to disclose the Confidential Information of the other Party in accordance with judicial
or governmental order or requirement, it shall promptly notify the other Party so that the other Party may
contest the order or requirement or seek confidential treatment for such information.
15.7 No Party shall make, or permit any person to make, any public announcement concerning this Agreement
without the prior written consent of the other Party (such consent not to be unreasonably withheld or
delayed), except as required by law, any governmental or regulatory authority (including, without
limitation, any relevant securities exchange), any court or other authority of competent jurisdiction .
16 ASSIGNMENT
16.1 Neither Party may, without the prior written consent of the other Party, assign or transfer its rights or
obligations under this Agreement.
16.2 Notwithstanding Section 16.1, Contractor in its discretion, may assign the Agreement in connection with
the sale of all or substantially all its assets, equity interests or business or to any affiliated entity.
16.3 Subject to the foregoing, this Agreement will bind and inure to the benefit of the Parties, their respective
successors and permitted assigns, as set out herein. Any attempted assignment in violation of this Section
16 shall be null and void.
17 FEDERAL TERMS AND CONDITIONS
17.1 This Agreement is subject to a financial assistance contract between Customer and the United States of
America (hereinafter "Federal Government"), acting through the Department of Transportation (hereinafter
"U.S. DOT"), and Federal Transit Administration (hereinafter "FTA"). Contractor agrees that it must comply
with all applicable FTA regulations, policies, procedures and directives as set forth is Exhibit H.
18 CONFLICT
18.1 If there is an inconsistency between any of the provisions in the main body of this Agreement and the
Exhibits, the provisions in the main body of this Agreement shall prevail.
19 VARIATION
19.1 Except as otherwise provided herein, no amendment to, or waiver of, any provision of this Agreement will
be effective unless in writing and signed by both Parties.
20 NO WAIVER
20.1 No failure or delay by a Party to exercise any right or remedy provided under this Agreement or by law shall
constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise
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of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or
restrict the further exercise of that or any other right or remedy.
21 RIGHTS AND REMEDIES
21.1 Except as expressly provided in this Agreement, the rights and remedies provided under this Agreement are
in addition to, and not exclusive of, any rights or remedies provided by law.
22 SEVERANCE
22.1 Each provision of this Agreement shall be viewed as separate and distinct, and in the event that any
provision shall be deemed by a court of competent jurisdiction to be illegal, invalid or unenforceable, the
court or arbitrator finding such illegality, invalidity or unenforceability shall modify or reform these Terms
to give as much effect as possible to such provision. Any provision which cannot be so modified or reformed
shall be deleted and the remaining provisions of these Terms shall continue in full force and effect.
23 ENTIRE AGREEMENT
23.1 This Agreement, and any documents referred to in it, constitute the whole agreement between the Parties
and supersede any previous arrangement, understanding or agreement between them relating to the
subject matter they cover.
23.2 Each of the Parties acknowledges and agrees that in entering into this Agreement it does not rely on any
undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing
or not) of any person (whether party to this Agreement or not) relating to the subject matter of this
Agreement, other than as expressly set out in this Agreement.
24 NO PARTNERSHIP OR AGENCY
24.1 Nothing in this Agreement is intended to or shall operate to create a partnership between the Parties, or
authorize either Party to act as agent for the other, and neither Party shall have the authority to act in the
name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of
any representation or warranty, the assumption of any obligation or liability and the exercise of any r ight or
power. The Agreement will not create an employment, partnership or agency relationship between
Customer and Contractor’s partners, affiliates (or any of Contractor’s directors, officers, employees, agents,
partners, affiliates, volunteers or subcontractors).
25 THIRD-PARTY RIGHTS
25.1 This Agreement does not confer any rights on any person or party (other than the Parties to this Agreement
and, where applicable, their successors and permitted assigns).
26 NOTICES
26.1 Any notice required to be given under this Agreement shall be in writing and shall be delivered by hand or
sent by pre-paid first-class mail or internationally recognized overnight courier to the other Party at its
address set out below, or such other address as may have been notified by that Party for such purposes.
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Notices to Customer:
City of Oshkosh
Notices to Contractor:
Milwaukee Transportation Services, Inc.
Attn: Jim Collins
926 Dempsey Trail
Oshkosh WI 54902
jcollins@oshkosh.org
Attn: Chief Financial Officer
1942 N 17 St
Milwaukee, WI 53205
thosch@mcts.org
26.2 A notice delivered by hand or by internationally recognized overnight courier shall be deemed to have been
received when delivered. A correctly addressed notice sent by pre-paid first-class mail shall be deemed to
have been received five days after it is sent.
27 GOVERNING LAW
27.1 This Agreement and the rights and obligations of the Parties hereunder shall be construed in accordance
with and governed by the laws of State of Wisconsin without regard to its laws on personal jurisdiction. The
Parties hereby agree that the United Nations Convention on Contracts for the International Sale of Goods
will not apply to this Agreement or any related transaction between the Parties.
28 DISPUTES
If a dispute about or arising from this Agreement which cannot be resolved informally by the Parties, the Parties
will escalate such dispute to senior management, with the intention of reaching a good faith resolution within 30
Business Days. In the event of any dispute under this Agreement that cannot be resolved within the 30 Business
Day period, the Parties agree that the dispute will be resolved by any court of competent jurisdiction sitting in
Milwaukee, Wisconsin and hereby consent to personal jurisdiction over them by the court. The court shall have the
discretion to award the prevailing Party its reasonable attorneys’ fees and costs.
29 COMPLIANCE WITH LAWS
29.1 Each Party, in exercising its right and performing its obligations under this Agreement, shall comply with all
applicable laws and governmental rules and regulations. Customer acknowledges and agrees that in event
there is a change in law or regulation that causes a material change in cost to Contractor, then the Fees set
out in Exhibit E may be adjusted to reflect a reasonable share of such change in costs that is reflective of the
volume of Services consumed by Customer compared to that consumed by all other customers of the
Services.
29.2 Contractor hereby declares and affirms that, to the best of its knowledge, none of its officers, directors, or
partners or employees directly involved in obtaining contracts has been convicted of bribery, attempted
bribery, or conspiracy to bribe under the laws of any state or the federal government.
30 COUNTERPARTS.
This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together
are deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, e -mail, or
other means of electronic transmission is deemed to have the same legal effect as delivery of an original signed
copy of this Agreement.
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The Parties have executed this Agreement by their duly authorized representatives in one or more counterparts,
each of which shall be deemed an original, effective as of the Effective Date.
City of Oshkosh Milwaukee Transport Services, Inc.
By: By:
(Authorized Signature) (Authorized Signature)
Name: Mark A. Rohloff Name: Tim Hosch
Title: City Manager Title: Chief Financial Officer
Date: Date:
By:
Name Diane Barlett
Title: City Clerk
Date:
By:
Name:
Title: City Comptroller
Date:
By:
Name:
Title: City Attorney
Date:
Witness
Name:
Date:
Witness:
Name:
Date:
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Exhibit A
Umo TM Services Description
The WisGo Services included this Inter Governmental Agreement are as follows:
A1 Umo PassTM Services
A2 Umo Pay TM Services
A3 Umo Rewards TM Services
A4 Intentionally Omitted
A5 Transition Out Services
A6 Incomm Services
A7 Intentionally Omitted
A8 Card Services
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Exhibit A1
WisGo Services Description - Umo PassTM
1 UMO PASS SERVICE ADDITIONAL DEFINITIONS
1.1 The following additional defined terms apply to this Exhibit:
1.1.1 “Umo Pass Feature Matrix” means the Umo Pass Feature Matrix included as Attachment 1 to this Exhibit
A1.
2 UMO PASS SERVICE DESCRIPTION
2.1 The Umo Pass Service is a cloud-based electronic fare collection service provided on an as-a-service basis.
2.2 The Umo Pass Service shall provide the following functionality and as further described in the Umo Pass
Feature Matrix:
2.2.1 Configure products and fare rules;
2.2.2 Process fare and other mobility transactions through Umo Pass compatible devices;
2.2.3 Enable the purchase of fare and other supported mobility services products through a mobile application
and end-user website;
2.2.4 Enable the Customer to support End Users using web-based support and end-user account management
functions;
2.2.5 Enable the Customer to set-up and administer special fare programs and institutional program partners;
2.2.6 Enable the Customer to create and export reports for financial reporting and service management including
transaction level reports; and
2.2.7 Other functionality detailed in the Umo Pass Feature Matrix.
3 UMO PASS SPECIFIC CONTRACTOR OBLIGATIONS
3.1 Configure product and fare rules on behalf of the Customer as the same are provided by Customer.
3.2 Configure any such other Umo Pass Service parameters that cannot be configured by the Customer itself
through the Umo Pass Service configuration tools.
3.3 Manage the procurement of Cards if requested by the Customer.
3.4 Manage the encoding of Cards unless otherwise operationally agreed between the Parties.
3.5 Provide Customer the following Marketing Tool Kit to support their implementation and ongoing fare
collection processes:
3.5.1 Brand guidelines for WisGo and Umo
a) Written guidelines
b) Sample graphics and icons
c) WisGo smartcards
3.5.2 Sample communications for initial implementation including:
a) News release announcement about new fare collection system in progress upon contract signing
b) News release launch or press event announcing timeline closer to launch date and timeline to
make the switch
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c) App launch date announcement
d) WisGo Card launch date announcement
e) Last day to use former system announcement
3.5.3 Resources for building your website and/or linking to MTS’s including: graphics, FAQ’s, Mobile app
instructions and WisGo cards.
3.5.4 Sample Tools to reach riders including: WisGo brochure, bus wraps and shelter ads, social posts, Bus Lines
print newsletter (2 covers), videos, print timetable ads, On-bus audio messages, Rider newsletter, and news
releases.
3.5.5 Other Marketing Resources including: WisGo Case Study, Umo Marketing Hub, RideMCTS.com/WisGo, and
creative design files.
4 UMO PASS SPECIFIC CUSTOMER OBLIGATIONS
4.1 Determine the fare rules and products to be configured on the Umo Pass Service.
4.2 Validate and in a timely manner approve fare rule and configuration changes
4.3 Procure Cards. Customer will be responsible for purchase of Cards in accordance with Contractor’s
published brand guidelines and together with the Card specification (as updated from time to time).
4.4 Perform Card distribution to the extent distribution is not performed by C ontractor under the WisGo
Services.
4.5 Perform fare product sales through physical sales locations (such as, but not limited to, Customer ticket
windows).
4.6 Encourage and promote use of the Umo Pass Services through rider alerts, social media and demonstration
events. The Customer will consider ways to incentivize the transition from cash to Umo Pass Services use.
4.7 Establish and implement a phased rollout schedule for introduction of fare products and fare media, to be
supplied by Customer.
4.8 Operate and maintain an AVL system capable of providing driver login and bus route and location
information (as per Attachment 3 to this Exhibit), or perform manual login of readers to routes to the Umo
Pass Service via the Umo Pass administrative portal.
4.9 Provide the mobile data plans or network connections for use by the Validators and other Equipment that
are identified in writing to Customer as necessary to communicate with the Umo Pass Service.
4.10 Enter into and maintain where applicable into inter-agency or inter-operator agreements with the Mobility
Service Operators.
4.11 Customer will market and promote WisGo as follows:
4.11.1 Include a brief introduction to WisGo at the start of copy about fare collection, including such statements
as, “Welcome to WisGo,” or “Introducing WisGo.” Or “Ride (insert transit agency name) with WisGo.”
4.11.2 Reference the fare collection system only as WisGo in all advertising, use and promotion. Customer may
additionally use the app name, “WisGo powered by Umo.”
4.11.3 Follow the WisGo brand guidelines outlined in the Marketing Toolkit and will update as needed to remain
in sync.
4.11.4 Customer may not alter the brand name or logo colors for WisGo or WisGo powered by Umo.
4.11.5 Obtain prior written authorization for its WisGo branded marketing materials during implementation
period. Thereafter, MTS reserves the right to view and request changes in branded materials to ensure
ongoing consistency.
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4.11.6 Customer agrees to have their name appear on a WisGo partners page on RideMCTS.com and other WisGo
agency sites.
4.11.7 Customer agrees to use the WisGo card templates (reduced fare, regular fare, and other cards developed),
and Umo app home screens as provided by MTS.
5 ADDITIONAL UMO PASS SPECIFIC TERMS
NOT USED
6 ATTACHMENT 1 – UMO PASS FEATURE MATRIX
The following table provides a summary of features available to the Customer through the Umo Pass Service.
Summary of Umo Pass Service Features
Umo Pass Feature Matrix
Fare Rule Support including
Fare Types & Base Fares by Fare Type (Passenger Group)
Passes (Calendar, Time, Trip)
Closed-loop Stored Value
Transfers
Fare Capping
Special Fare Program Passes
Special Fare Program Positive List
Discount and Special Fare Program Benefit Codes
Pass-back Features and Restrictions
Open Payments (contactless EMV Cards and mobile wallets at Validators)
Mobile Application
Purchase Fare Products, Passes & Stored Value
Manage Account
Transaction History
Use Mobile (QR Code) for Onboard Validation
Use Mobile EMV Bank Or Credit Card for Onboard Validation
Trip Planning
Where's My Bus
Visually Validated Product And Account Status
Accessibility Features
Short term changes and service alerts
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Summary of Umo Pass Service Features
Passenger Website
Purchase Fare Products, Passes & Stored Value
Manage Account
Transaction History
Visually Validated Product And Account Status
Accessibility Features
Account Top-up And Product Purchase Via Web And Mobile
Payment Options
Credit/Debit Cards
Stored Value (pre-paid cash value in the account)
Apple Pay
Google Pay
Fare Media Options
Umo Cards
Mobile Application Umo QR Code
Printed Tickets with Umo QR Code
Third Party ID Cards (example compatible employee or student cards)
Contactless Credit And Debit Cards
Device Options
Bus Validator with contactless EMV and barcode support
Station Validator with contactless EMV and barcode support
Tablet Based Driver Control Unit
Handheld validation and fare inspection device
Ticket Vending Machine / Sales Kiosk
Retail Point Of Sale Device
Fare Product Sales Network
Web-based Merchant Portal for use by ticket windows, retailers and institutional resellers / partners
Mobile Application
Passenger Website
InComm Retail Reload Network (optional, subject to separate InComm agreement)
Autoload Pass Products & Stored Value
Customer or 3rd Party Website Integration API
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Summary of Umo Pass Service Features
TVMs/Kiosks
Benefit Code Redemptions
Payment SDK
Customer Service Agent Support
Web-based customer service agent interface
Account History
Concession / Fare type Management
Account adjustments
Lost Card Replacement
Card account to mobile account conversion
Mobile account to Card account conversion
Administration
Define and manage user roles and permissions
Configure and manage institutional program partners and resellers
Manage Customer configurable branding elements
Fraud Management
Dynamic QR Code
Anti-Passback Configuration
Managed and Publish A Negative List Of Blocked Accounts to Validators
Product high-usage reporting
Reporting
Comprehensive reporting including reports addressing:
Customer accounts
Sales analysis and reconciliation
Fare payment and product usage analysis
Detailed transaction export and analysis
Device event analysis
Regional program views
Customer User configurable reports
Customer Management Dashboard
Data Export And Integration
Excel download
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Summary of Umo Pass Service Features
CSV download
Data Extract API
Device / Asset Management
Real-time device monitoring
Remote device control / diagnostics
Device status dashboard
Over the air software updates
Configurable e-mail alerts
Remote manual driver login
Open Application Programming Interfaces (APIs and SDKs)
Third Party Mobile Application Integration SDK
Trip Planning Integration Into Customer Website
Data Export
Positive List Maintenance
Ticket Vending Machine / Sales Kiosk
Reader Assignments
CAD / AVL Integration
Route / real-time bus import via GTFS and GTFS-RT
Self-service Tokens Issuance
Virtual ticket sales via Customer web site
Security, Data Privacy, Reliability
Customer definable role-based access control
Credit and debit card tokenization
7 ATTACHMENT 2 –CARD SPECIFICATION
This attachment provides the preliminary Card specification for closed -loop Cards to be used with WisGo Services.
Contractor will provide a final specification prior to any Card orders.
Umo Card Specifications
Requirements:
• Clean and free of burrs and sharp edges
• Compliant with ISO/IEC 14443 parts 1-3 and ISO/IEC 18092
• Dimensions compliant with ISO/IEC 7810 and ISO/IEC 7813
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• Encoded by Cubic for use in the Umo Pass System
• Chip type: MIFARE® DESFire EV2 2K or other, compatible chip type approved by Cubic
• Chip permanent unique identifier (“UID”), confirmed by Cubic as unique within the Umo Pass system
• Card numbers: Unique Card number (sixteen (16) digits or longer), provided by Cubic (e.g., in Excel file),
printed on Card in dimensions and format shown below
• Bar code: Card number; printed within the dimensions shown below using the Code 128 bar code format
• Cross-reference Table: Linking UID and printed Card number
• Front of Card
– Two-colour (2-colour) graphics extending to all four (4) edges. Any Card design with more than two
(2) pantone colors are subject to additional fees
– Umo Pass logo: within area shown below
– Customer-approved logo (“Customer Logo”) and design graphic (“Customer Design Graphic”): may be
printed within the areas shown below; final printer -ready graphic file(s) prepared and approved by
Cubic
– InComm enabled Cards require UPC Bar Code 2: UPC-A format printed on the Card face
• Back of Card: Black, static text as shown below with Card number and corresponding bar code
– InComm enabled Cards require the following
• Card printed bar code using Code 128-C bar code format
• Unique thirty-digit (30-digit) number and twelve-digit (12-digit) UPC
• HI-coercivity magnetic stripe encoded to use in InComm Reload Network
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Note: All measurements in millimeters. Text shown on back of Card not to scale.
Umo Card specifications
8 ATTACHMENT 3 – AVL COMPATIBILITY REQUIREMENTS
8.1 The Umo Pass Services have the following requirements for integration with CAD/AVL systems:
8.1.1 Standard integration via GTFS and GTFS-RT
The standard integration for the automatic import of route and bus location information from
CAD/AVL systems into the Umo Pass Services is via data feeds conforming to the real -time
and static General Transit Feed Specification (https://gtfs.org/) via an internet accessible
location that enables Cubic to automatically look for an import updated files.
Compatibility requirements include:
8.2 Route identifiers, stop identifiers, and trip identifiers must be consistent across the GTFS Static and GTFS
Realtime.
8.3 GTFS-RT must contain unique vehicle identifiers for each vehicle in the fleet.
8.3.1 Custom integration via the CAD/AVL system API
Integration via GTFS is the preferred and most common integration. Alternatively, Cubic can
integrate on professional services, directly with CAD/AVL systems where the CAD/AVL system
provides a suitable API, and the Customer securing acceptable access to s uch API through the
Customer’s commercial agreement with the CAD/AVL vendor.
Compatibility requirements include:
8.4 Consistent naming of key data elements such route identifiers, stop identifiers, and trip identifiers across
both the scheduled and real-time information available via the API; and
8.5 Where the CAD/AVL is utilized for real-time information only, naming convention to ensure such data
elements are consistent between the GTFS static feed and the real -time API data.
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Umo Exhibit A2
WisGo Services Description - Umo Pay TM
1 UMO PAY SERVICE DESCRIPTION
1.1 The Umo Pay Service is a cloud-based tokenization and payment gateway provided on an as-a-service basis.
1.2 The Umo Pay Service shall provide the following functionality and as further described in the Umo Pay
Feature Matrix (Attachment 1 to this Exhibit A2):
1.2.1 Open Payment Processing:
a) Process contactless EMV fare and mobility payment taps from physical or virtual (through
compatible mobile wallets such as Apple Pay and Google Pay) bank and debit cards issued by
compatible card schemes at Umo Pay certified devices (Mobility Payment Taps);
b) Route Mobility Payment Taps to the Umo Pass Service for fare calculation and recording;
c) Route resulting bank and debit card transactions to applicable merchant acquiring service for
authorization and settlement.
d) Tokenization
e) Securely encrypt and store bank and debit card credentials in a PCI-DSS certified tokenization
solution;
1.2.2 E-commerce Transaction Processing
a) Process credit and debit card payment transactions from the Umo Pass Service mobile
application, Umo Pass Service end-user web-site and Umo Pass Service customer service
interface to the applicable merchant acquiring service for authorization and settlemen t
1.2.3 Negative List Maintenance
a) Maintain and make available to Umo Pay certified devices a list of blocked credit and debit card
credentials;
1.2.4 Other functionality detailed in the Umo Pay Feature Matrix.
2 UMO PAY SPECIFIC CUBIC OBLIGATIONS
2.1 Configure and maintain the configuration of the Umo Pay Service;
2.2 Ensure compatibility and maintain certification of the Umo Pay Service with the Umo Pay standard product
supported merchant acquiring service;
2.3 Ensure the on-going compliance of the Umo Pay Service with the PCI-DSS standard;
2.4 Integrate and maintain the integration between the Umo Pay Service and the Umo Pass Service
3 ADDITIONAL UMO PAY SPECIFIC TERMS
3.1 The Customer shall bear any fraud or revenue risk as it relates to the acceptance of credit and debit cards
by the Customer on the WisGo Services except when such fraud or revenue risk is caused by the gross
negligence or willful misconduct of Cubic.
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4 ATTACHMENT 1 – UMO PAY FEATURE MATRIX
Umo Pay Feature Matrix
Supported Payment Use Cases
Card present payments from Umo Pay Services certified fare payment devices
Card-not-present payments initiated from the Umo Pass Service
Card present payments from Umo Pay Services certified sales devices (example ticket vending machine
payment terminals)
Refunds initiated through the Umo Pass Service
Tokenization
Encrypted storage of bank and debit card information in compliance with PCI -DSS
Risk Management
Negative list maintenance
Negative publishing to devices capable of utilizing negative for off-line risk management
Supported Credit And Debit Card Brands (Subject to the Customer providing a compatible Merchant Facility
through a Merchant Acquirer supported by the Umo Pay Services)
Mastercard
Visa
American Express
Discover
Supported Merchant Acquirers
First Data Merchant Services
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Exhibit A3
WisGo Services Description - Umo Rewards
INTENTIONALLY OMITTED
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Exhibit A4
Merchant Of Record Services
Intentionally Omitted
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Exhibit A5
Transition Out Services
1 TRANSITION OUT SERVICES
1.1 Contractor will support the Customer as reasonably required to transition the Customer out of the WisGo
Services on termination if required, including but not limited to:
1.1.1 Preparing and delivering to the Customer in a mutually agreed data format an export of the Customer Data
1.1.2 Providing knowledge support as reasonably required by Customer staff or contractors to take receipt and
utilize the exported Customer Data
1.2 Transition out services will be provided on a time and materials basis using rates in Exhibit E.
1.3 Transition out services are not available for such Customer Data of a highly PCI-DSS or privacy sensitive
nature such as tokenized credit and debit card details.
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Exhibit A6
InComm Services
1 INCOMM SERVICES
1.1 Additional terms apply where the Customer exercises the option to utilize the InComm Retail Network for
the load of stored value and/or Umo Card distribution.
1.2 Section 2 of this Exhibit A6 provides sample terms the Customer can expect with respect to the InComm
Services.
1.3 The Parties acknowledge the terms applicable to the InComm Services will require further negotiation
between the Parties in order for the Customer, Contractor, and InComm agreeing to specific services, scope
and terms.
1.4 Contractor and Customer agree to negotiate the InComm Services terms in good faith where the Customer
chooses to bring the InComm Services in scope to this agreement based on the following commercial
principals:
1.4.1 The Customer acknowledges that InComm offers a standard service which InComm may vary or terminate
from time-to-time.
1.4.2 Contractor’s primary role is one of a service manager responsible for the technical integration between
InComm network and WisGo Pass and, if so required by InComm’s service offering, forward any funds
settled by InComm to the Customer. Contractor’s liabilities for the InComm Services performance will be
limited to Contractor’s performance of its work-scope in providing the technical integration and managing
such settlement of funds as applicable.
1.4.3 Since InComm’s current business model involves settling funds net of InComm fees and commissions , the
Customer will pay any fees and commissions assessed by InComm (“InComm Fees”).
1.4.4 Customer has the option to enable one of two InComm Services, as follows:
a) “InComm Standard Reload Services” which enables WisGo End Users with an InComm Services
compatible WisGo Card to add stored value at InComm locations supporting WisGo reloads.
b) “InComm Transit Services” which enables additional functionality as set-out in Clause 2 including
the ability for WisGo End Users to utilize the Umo App at compatible InComm locations to
identify their account for reload and enables distribution of WisGo Cards by InComm.
1.5 The InComm Services option must be exercised within 60 days of the Effective Date.
2 ATTACHMENT 1 – INCOMM SERVICES SAMPLE TERMS
2.1 INCOMM SERVICES DESCRIPTION
2.1.1 Program. Interactive Communications International, Inc. (“InComm”) will provide products and services
associated with the production, retail distribution, loading and reloading of electronic fare media, which
shall be implemented at Customer’s option, subject to final approval by InComm, over time as set forth
herein and the “InComm Network Statement of Work” included herein as Attachment 1.1 t o this Exhibit A6
(“InComm Services”).
2.1.2 Work Share. Contractor, InComm and Customer shall perform the tasks listed in the InComm Network
Statement of Work.
2.2 InComm Fees
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2.2.1 Load Fees are applicable for loading and/or reloading of stored value to Umo Pass Accounts within the
InComm Reload Network at an associated InComm retailer and are not applicable for any loading and/or
reloading of Umo Pass Accounts on the Umo Pass Passenger Portal, Mobile App, Merchant Portal or
Administrative Console or any other sales channel supported by the Umo Pass Hosted Services other than
the InComm Reload Network.
2.2.2 Load Fees are a percentage based on the total stored value loaded for pre-existing Umo Pass Accounts and
Umo Pass Accounts created by the sale of a Umo Pass Card by the retailer as part of the same transaction
(“InComm Commission”). The stored value is added to the Umo Pass Account associated with the fare
media (e.g. Umo Pass Card, smartphone) presented by the Umo End User. Load/Reload Fees are inclusive of
the amounts to be paid to InComm and/or an InComm retailer. Net Proceeds, less Load/Reload Fees, shall
be transmitted to the Customer’s designated account.
2.2.3 Card Distribution Fees are applicable for each Umo Card sold/activated through the InComm Services
2.2.4 The InComm Fees as off the effective date are as follows:
a) InComm Commission when using the InComm Standard Reload Services: 3.5%
b) InComm Commission when using the InComm Transit Services: 5%
c) Card Distribution Fee when using the InComm Transit Services: $1.00 per card sold
2.2.5 The Customer acknowledges that the InComm Fees are set by InComm and may be varied by InComm with
notice.
2.3 Flow Of Funds
2.3.1 For Standard Reload Services, InComm’s business practice currently is to settle directly to the Customer net
of InComm Fees.
2.4 Data. The Customer acknowledges that InComm Services are performed utilizing technology and
operational services in the United States. Further, the Customer acknowledges that the InComm Service is a
third-party service provided and operated independently o f Cubic. The sole obligation of Cubic is to provide
the technical interface to InComm and manage InComm on behalf of the Customer.
2.5 The Customer will provide any required forms and other information as reasonably required by C ontractor
to facilitate the settlement of funds to a Customer nominated bank account.
2.6 Retailer Participation: The Customer acknowledges that neither InComm nor Contractor can compel
retailers that are part of the InComm Retail Network to offer or participate in the sale of the Umo Loads or
Umo Card distribution. InComm will provide Cubic, and Cubic will provide to the Customer an updated list
of participating retailers as needed from time-to-time.
2.7 Termination Rights.
2.7.1 The Customer acknowledges that InComm shall have the right to terminate the InComm Services for
convenience with notice.
2.7.2 Customer acknowledges that InComm shall have the right to terminate services it provides to C ontractor
upon which Contractor relies upon under this Agreement immediately upon written notice to Customer and
Contractor in the event that (i) InComm or any InComm retailer is deemed, or (ii) InComm reasonably
determines that InComm or any InComm retailer may be deemed, a “seller of prepaid access” or “provided
of prepaid access” (as each term is defined under 31 CFR 1010.100(ff) or any successor provision) as a result
of their respective activities related to participation in the Retail Sales Network or Retail Distribution
Network. In the event of InComm termination of services for this or any other reason, Cubic shall have the
right to immediately terminate provision of the InComm Services to Customer.
2.7.3 In the event of InComm Services termination, Cubic will make commercially reasonable efforts to actively
pursue a replacement retail network solution in a timely manner to avoid any disruption of services to
client.
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3 ATTACHMENT 1.1 – INCOMM NETWORK STATEMENT OF WORK
3.1 The following table summarizes the functionality available through the InComm Standard Reload Services
and InComm Transit Services
InComm Feature By Services Offering InComm Standard
Reload Services InComm Transit Services
Cash stored value load – Umo Cards Yes Yes
Cash stored value load – Umo App No Yes
Card distribution through InComm locations No Yes
3.2 The following scope items are applicable to both the InComm Standard Reload Services and InComm Transit
Services
Task Cubic InComm Customer
Retailer recruitment, relationship management and
contract management
X
Reload Network setup, training, management and
maintenance
X
Retailer funds collection and reconciliation
X
Retailer commission payment
X
Retailer marketing program management
X
Retailer technical support
X
Customer Reload Network account creation and
management
X X X
Customer-specific Reload Network configuration and
testing
X X
Customer Code creation X
Umo Pass Card Specification creation, maintenance and
distribution
X
Customer-specific testing with Retailer systems X X
Customer funds remittance and reconciliation
X X
Customer fee calculation and collection
X
Customer reload program marketing
X
Accept and process end-user requests for reloads of
stored value to Umo Pass accounts
X
Submit stored value reload requests to Umo Pass
account
X
Reload Network transaction reporting X X
Integration with Umo Pass Services X X
Reload Network – Umo Pass Services Interface setup,
operation and maintenance
X X
Accept and process stored value reload transactions
from InComm
X
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Accept reloaded stored value for fare payments on the
Umo Pass Services
X
X
Umo Pass Services support to end-users
X
3.3 The following scope items are applicable in addition for only the InComm Transit Services
Task Cubic InComm Customer
Procure cards packaged for distribution through the
InComm Services
X X
Card Distribution Network setup, training, management
and maintenance
X
Accept and process passenger requests for Umo Card
purchase, activation and loading
X
Customer Card Distribution Network account creation
and management
X
Customer UPC creation X
Card production and packaging X Option
Card re-order processing X Option
Card package warehousing and distribution X
Customer-specific Card Distribution Network
configuration and testing
X
Card sales transaction reporting X X
Integration with Umo WisGo Services for card
distribution and mobile re-load
X X
Accept and process card sales, activation and load
requests from Incomm
X
Accept Incomm-sold cards and stored value for fare
payments on Customer vehicles
X X
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Exhibit A7
Intentionally Omitted
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Exhibit A8
Card Services
1 CARD SERVICES DESCRIPTION
1.1 Card Services comprises of the following services as further described in this section
1.1.1 Card Procurement (Optional)
1.1.2 Card Encoding (Required)
1.2 Card Procurement comprises of Contractor ordering and managing the delivery of Cards from qualified Card
manufacturers (“Card Orders”)
1.2.1 Card Orders will be placed by the Customer by placing a Card Order request
1.2.2 Card Orders will be delivered to Cubic’s service facility for Card Encoding or, where encoded by the
manufacturer to work the WisGo Services and then delivered directly to the Customer’s nominated ship to
location
1.2.3 The minimum order quantity shall be five thousand (5,000)
1.3 Card Encoding comprises Contractor encoding Cards to be compatible with the WisGo Services by placing a
card image and associated security keys onto the Cards
1.3.1 Card Encoding is a required service where Cards are not encoded by the Card manufacturer as part of the
ordering process
1.3.2 Card Encoding will be performed by Cubic at one (1) of its operational facilities in Canada or the United
States.
2 CONTRACTOR OBLIGATIONS
2.1 With respect to Card Procurement
2.1.1 Make reasonable commercial efforts to process Card Orders in a timely fashion
2.1.2 Obtain quotes and place the order with the most appropriate manufacturer on obtaining authorization
from the Customer
2.1.3 Manage orders with manufacturers until received and make all reasonable commercial efforts to resolve
issues with orders
2.2 With respect to Card Encoding
2.2.1 Perform Card Encoding to agreed timelines for each Card Order taking into account the size of the Card
Order, available staffing and Card Encoding obligations to other customers
2.2.2 Ship the encoded cards on the completion of encoding in bulk to the MTS designated receiving location
2.3 General
2.3.1 Provide as reasonably requested by the Customer input on expected lead -times for Card Orders and Card
Encoding
3 CUSTOMER OBLIGATIONS
3.1 With respect to Card Procurement
3.1.1 Monitor stock levels of Cards and initiate Card Orders to maintain supply taking into account manufacturing
and shipping lead-times
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4 ADDITIONAL CARD SERVICES TERMS
4.1 Encoding at the point of manufacturing is not available at this time. If and when select vendors offer Cards
encoded at the point of manufacturing, the Card Encoding services will not be required for Cards ordered
though manufacturers enabled and certified to encode Cards. Customer acknowledges that there will be
costs to both the card manufacturer and Contractor to implement and maintain the capability for a card
manufacturer to encode cards at the point of manufacturing which will be reflected in the cost of the Card.
4.2 For fare media procured by Contractor, title and risks shall pass to the Customer on the fare media being
delivered to the Customer’s specified delivery location
4.3 For Cards procured by the Customer and encoded by Cubic, Cubic shall not have title at any time to the
procured cards. Cubic shall have risk in the cards while cards are encoded at the encoding facility. Risk in
cards shall be with the Customer or the card manufacture as applicable at all other times.
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Exhibit B
Implementation Services
1 SERVICE DESCRIPTION
1.1 Implementation Services are the activities executed to supply, install, configure, verify, and commission the
Services:
1.1.1 WisGo Services described in Exhibit A.
1.1.2 Support Services described in Exhibit C.
1.2 The Implementation Services will incorporate updates to the WisGo Services hardware and features
available prior to Services Commencement Date.
1.3 During the mobilization period Contractor will establish an implementation plan that defines the
implementation approach and controls including, but not limited to:
1.3.1 Communication protocol.
1.3.2 Delivery of Documentation.
1.3.3 Project execution and governance including variation management.
1.4 As part of the implementation plan each Party will nominate personnel responsible for implementation as
follows:
1.4.1 Point of contact accountable for the day-to-day management, coordination, and execution of the
Implementation Services.
1.4.2 Executive sponsor.
1.4.3 Steering committee membership.
2 EQUIPMENT SUPPLY
2.1 Contractor will supply Equipment as set out in Exhibit E:
2.2 The Bus Validator Mounting Assembly Kit includes mounts for either horizontal or vertical stanchions
provided such stanchions are readily available. If maintaining hand -rail space is important to the Customer,
installation may require additional parts which may include “T-Clamps” and a small pole so to lower the
Validator under stanchions. Similarly, a “Figure-8” clamp can be used to put a second parallel stanchion to
better control position and height. Such parts and associated installation scope if required would be added
to scope through the agreed variation process.
2.3 In addition to the purchased Bus Validators and Validator Installation Kits, Contractor will be responsible for
providing as reasonably required cabling, connectors, in -line fuses and other parts to connect the Bus
Validators to the vehicle power systems.
2.4 An individual item of Equipment is deemed delivered in accordance of Clause 3.2 of the Agreement on the
earlier of:
2.4.1 The item being installed by Contractor on a vehicle
2.4.2 The item being delivered by Contractor to an Authorized Mobility Services Provider or Mobility Service
Operator under the direction and agreement by the Customer
2.4.3 The item having been received by the Customer at the Customer’s nominated receiving location for such
item
2.5 Contractor will be responsible for:
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2.5.1 Specification of the Equipment.
2.5.2 Execution of the hardware installation verification.
2.5.3 Supply of the Equipment.
2.5.4 Qualification of suppliers.
2.5.5 Verification of the supplied equipment to the specification and required certifications, standards, and
quality.
2.5.6 Supply chain management.
2.5.7 Logistics, receipt, and storage.
2.6 The Customer will be responsible for:
2.6.1 Defining the representative sample of the fleet (“prototypes”).
2.6.2 Assembling the prototype vehicles for the purpose of hardware installation verification.
2.6.3 Providing access to Contractor personnel, including Cubic, to perform the hardware installation verification.
3 EQUIPMENT INSTALLATION AND COMMISSIONING
3.1 Contractor will install and commission the Mobile Validator Equipment detailed in Section 2 in each bus
operated by a Mobility Service Operator, unless install is waived by Customer.
3.2 Contractor will be responsible for:
3.2.1 In-person execution of the prototype hardware installation verification.
3.2.2 Desktop Survey of the vehicle fleet.
3.2.3 Development of the installation plan.
3.2.4 Provision and maintenance of the installation drawings and guidelines.
3.2.5 Qualification of the installation subcontractor including verification of required insurance, capability,
experience, licensing, permits, and compliance to human and industrial resource requirements.
3.2.6 Coordination and management of the subcontractor.
3.2.7 Verification and quality assurance of the work performed by the subcontractor.
3.3 The Customer will be responsible for
3.3.1 Coordinating and making buses available from the Mobility Service Operators in accordance with the
quantities and locations defined in the Implementation Schedule.
3.3.2 Provisioning vehicles for installation based upon a schedule which is mutually agreed upon by Contractor
and Customer.
3.3.3 Providing photos and other information as reasonably required by C ontractor to perform the Desktop
Survey
3.3.4 Provide a team to complete an ‘in-person’ survey of the fleet and collaborate on installation plans.
3.3.5 Having onsite resources available to confirm that the installation and commissioning of the Equipment has
been completed in accordance with the installation and commissioning Documentation.
3.3.6 Provision to Contractor and enablement of cellular SIM cards in accordance with the installation plan and
schedule.
3.4 Contractor will install and commission the Platform Validator Equipment detailed in Section 2 for each
station. [only applicable to certain contracts]
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3.5 Contractor will be responsible for:
3.5.1 In-person execution of the prototype hardware installation verification .
3.5.2 Survey of station installation site.
3.5.3 Development of the installation plan.
3.5.4 Provision and maintenance of the installation drawings and guidelines.
3.5.5 Qualification of the installation subcontractor including verification of required insurance, capability,
experience, licensing, permits, and compliance to human and industrial resource requirements.
3.5.6 Coordination and management of the subcontractor
3.5.7 Verification and quality assurance of the work performed by the subcontractor.
3.6 The Customer will be responsible for:
3.6.1 Ensuring equipment mounting locations are level, of appropriate dimensions, and installed with conduit
placed appropriately to serve the platform validator being installed.
3.6.2 Testing of electrical and communication cabling prior to installation.
3.6.3 Providing photos and other information as reasonably required to perform the installation site survey.
3.6.4 Providing access to the sites as reasonably required to perform the installation
3.6.5 Having onsite resources available to confirm that the installation and commissioning of the Equipment has
been completed in accordance with the installation and commissioning Documentation.
4 CONFIGURATION
4.1 Contractor will configure the Services, including but not limited to:
4.1.1 Fare policy definition.
4.1.2 Transport Network Topology (GTFS).
4.1.3 Configurable branding elements.
4.1.4 User accounts.
4.1.5 Payment gateways and third-party interfaces.
4.1.6 Asset definition and record keeping for Equipment.
4.2 The Customer will be responsible for:
4.2.1 Provision of required configuration inputs that are the responsibility of the Customer and Mobility Service
Operators or other third parties.
4.2.2 Delivery of inputs according to schedule.
4.2.3 Approval of configuration Documentation.
5 CERTIFICATION
5.1 Contractor shall secure the necessary certifications required for the provision of the Services and the supply
and installation of the Equipment.
5.2 Contractor will be responsible for:
5.2.1 Application, verification, and remediation of required certifications.
5.2.2 Providing PCI-DSS Attestation of Compliance for the applicable WisGo Services annually.
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5.3 The Customer will be responsible for:
5.3.1 PCI-DSS certification for the Mobility Service Operators responsibilities, including compliance by Mobility
Service Operator personnel.
6 SERVICE COMMISSIONING
6.1 Contractor will coordinate the commissioning and enablement of the Services for each Mobility Service
Operator.
6.2 Contractor will be responsible for:
6.2.1 Verifying completion of the preceding or dependent configuration, installation, and commissioning
activities.
6.2.2 Delivery of train-the-trainer training to each Mobility Service Operator including all user manuals and
training materials.
6.2.3 Enablement of the Services.
6.2.4 Post-commissioning monitoring and tuning of the configuration through to acceptance and transition to
operations.
6.3 The Customer will be responsible for:
6.3.1 Managing the enrollment of participants.
7 TRAINING
7.1 Contractor will provide training for the following roles at mutually agreed times:
7.1.1 Fare program administrators including in the use of Customer’s configurable system parameters
7.1.2 Back-office staff (including financial operations staff and on the use of reports)
7.1.3 Front office/customer service personnel
7.1.4 Bus operators
7.1.5 Bus and station maintenance staff
7.2 The Customer may record training sessions and print or duplicate training materials for internal reference
and use or incorporate the training materials and content into the Customer’s own training materials and
documents.
7.3 Contractor will be responsible for:
7.3.1 Provision of training materials, which may be supplied in electronic format including recorded video
presentations.
7.3.2 Delivery of in-person or in-camera train-the-trainer format training.
7.4 The Customer will be responsible for:
7.4.1 Provision of facilities for delivery of training, including but not limited to conference or meeting rooms,
audio-visual equipment, Internet connectivity, consumables.
7.4.2 Provision of suitability of qualified trainees.
8 TVM INTEGRATION SUPPORT
8.1 Not applicable.
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9 TRANSITION TO OPERATIONS
9.1 Contractor will establish the WisGo Services set out in Exhibit A and the Support Services set out in Exhibit C
prior to the earliest applicable Services Commencement Date.
9.2 Contractor will coordinate with the Customer to execute the soft launch prior to the go-live.
9.3 Contractor will support the Customer in the Customer’s performance of configuration validation testing
during the Soft Launch Period.
9.4 Contractor shall maintain a register of Incidents raised by the Customer. If there is an Incident deemed to
be critical, urgent or moderate that impacts the completion of Soft Launch, Contractor shall resolve said
Incident
10 DOCUMENTATION
10.1 Contractor will submit implementation Documentation to the Customer during the Implementation
Services. Standard Documentation is not subject to Customer review and approval.
10.2 Standard Documentation consists of the following:
10.2.1 Installation and commissioning records for Equipment.
10.2.2 Configuration Documentation.
10.2.3 Certification Documentation.
10.2.4 Operator Implementation Checklist.
10.3 Non-Standard Documentation
10.3.1 To the extent that Contractor provides any non-standard Documentation then such Documentation shall
be subject to review and approval by the Customer. Documents shall be comprehensive, and include, where
applicable, step-by-step instructions, explanatory pictures, required parts and components (with quantity,
description, and part numbers), and relevant as-built wiring diagrams.
10.3.2 Customer shall complete any required review within ten (10) Business Days of submittal and to extent
that any changes are required, Customer shall act reasonably in determining those changes and shall
provide a detailed summary of the required changes.
10.3.3 Providing any subsequent submittal incorporates the proposed Customer changes or as otherwise agreed
prior to that submittal, the Customer shall confirm approval of that Documentation within five (5) Business
Days of re-submittal.
11 ACCEPTANCE
11.1 The Customer shall within 30 days from the date Contractor notifies the Customer in writing that the WisGo
Services are ready for acceptance testing either:
a) Confirm in writing that the WisGo Services are accepted; or
b) provide a list of issues (“Draft Acceptance Issue List”) that in the Customer’s reasonable belief
need to be resolved in order for the Customer to reach Final Acceptance.
11.2 The Parties will work together promptly in good faith to mutually review the Draft Acceptance Issue List and
create a mutually agreed list of issues that require resolution for Final Acceptance (“Final Acceptance Issue
List”). If there is a dispute on what issues constitute a failure to meet the requirements set-out in this
Agreement, the WisGo Services description or the Compliance Matrix, such dispute will be resolved as per
Article 8 (Disputes) of this Agreement.
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11.3 Contractor will then resolve issues in the Final Acceptance Issue List and notify the Customer, in writing,
when, in Contractor’s opinion, such issues are resolved and request that the Customer again review the
WisGo Services in accordance with Clause 11.1.
11.4 “Final Acceptance” will be achieved on the Customer confirming that the WisGo Services are accepted in
accordance with Clause 11.1 (a)
11.5 Not-withstanding 11.1 and 11.1.2 above, the Implementation Services are deemed automatically accepted
if the Customer fails to issue a Draft Acceptance Issue List.
12 SCHEDULE
12.1 Contractor will be responsible for:
12.1.1 Maintaining a register of implementation milestones reflecting the planned, forecast, and actual delivery
dates.
12.1.2 Maintaining a register of schedule integration milestones for management of alignment between
Contractor master program and the Customer program of related or dependent work.
12.1.3 Delivery of an implementation status report no more frequently than monthly including:
a) Milestone registers current as at the close of the preceding month.
b) A Level 2 schedule printed to PDF format, where Level 2 is defined by AACE International
Recommended Practice No. 91R-16.
c) Planned, forecast, and actual dates for enablement of WisGo Services.
12.1.4 Scheduling the Implementation Services such that Holidays and non-working periods are Non-Working
Days for Customer and Operators except by joint agreement.
12.2 The Customer will be responsible for:
12.2.1 Maintaining the Customer’s schedules, schedule data and scheduling procedures.
12.2.2 Providing content and inputs to the master program and planning registers when requested.
13 ATTACHMENT 1.1 – VALIDATOR SPECIFICATION
Validator Specification – Access IS VAL100
Display Full color, 4.3” LCD
Antireflective/antiglare/toughened 420
× 272 resolution
Processor
and RAM
Dual core, 1 GHz
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Media
Interfaces
EMV Level 1 and Level 2. PCI-SRED 5.1 Compliant, 4 SAM slots Payment
Schemes Supported:
• Visa
• MasterCard
• Discover, American Express
• Interac Flash available for certification
Barcode Support:
• Linear: EAN, UPC, Code 2 of 5, Interleaved 2 of 5, IATA 2 of 5, Code 39, Code 128
• 2D: IATA resolution 792, PDF417, Aztec, DataMatrix and QR Codes
• Performance: Will read 2D barcodes from paper, mobile phone and tablet
Reads NFC-enabled mobile phones and contactless smart and banking cards. NFC tags
supported:
• Milfare 1K/4K, Classic Tags, Milfare UL, Milfare Plus
• ISO14443-4 Type A, ISO14443-4 Type B, HID iClass tags (only CSN read
supported)
• NXP iCode tags
• Apply pay/VAS Payment
User
Interfaces
Sound: Speaker with digital control for audio playback LED
indicators 4 x RGB LEDs
Connectivity Communication 3G*/4G*/GPRS* (*Optional)
Connection: USB, Ethernet, GPS, Wi-Fi, Bluetooth, 4/Bluetooth Low Energy RS232
Tolerances Operating temperature: -20C to 50C
Storage temperature: -30C to 70C
Humidity: 0-95%RH, non-condensing
IP54 rated
Operating
System
Linux OS
Voltage Supports 10.5-33 VDC
14 ATTACHMENT 2 – PRELIMINARY MILESTONE AND LEVEL 2 IMPLEMENTATION SCHEDULE
14.1 The following table lists the Level 1 Project Milestones .
Project Milestone
MOBILIZATION – Notice to Proceed (NTP)
MOBILIZATION - Kick off completed
MOBILIZATION – Implementation Planning
MOBILIZATION - Configuration Data Gathering
MOBILIZATION - Bus Equipment Delivery
MOBILIZATION - Bus Equipment Installation
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TRAINING - Umo Platform MCTS training complete
MOBILIZATION – Bus Soft Launch
MOBILIZATION- Bus Full Launch
FINAL ACCEPTANCE
PROJECT COMPLETION
14.2 Baseline project schedule
Contractor will work with Cubic to prepare to and agree with Customer a baseline level 2 implementation project
schedule within 45 days of the Effective Date. This schedule will be incorporated into this Agreement on both
Parties approving such baseline Schedule.
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Exhibit C
Umo Support Services and Service Levels
The purpose of this schedule is to describe the services and service levels for the WisGo Services. All Support
Services will be provided directly by Cubic and Contractor will support and assist Customer in obtaining such
Support Services.
The following table sets-out which Support Services described in this Exhibit C have been purchased and are
included in this Agreement:
Umo Support Services Element Included / Not Included
Supplier Help Desk Included
Software Maintenance Services Included
Configuration Services Included
Hardware Maintenance Services Included
Warranty Included
Extended Warranty None
Service Delivery Management Included
Table 1: Included Support Services
1 UMO SUPPORT SERVICES AND SERVICE LEVELS
1.1 Supplier’s Help Desk
1.1.1 For the purposes of this Exhibit C, an “Incident” is an issue with the WisGo Services impacting the
availability of functionality or services. All Incident and support requests should be logged through Cubic’s
Help Desk either via a Cubic notified phone or email. Cubic Help Desk operating hours twenty -four (24)
hours each day. Any Incident and support requests logged outside the normal operating hours shall be
responded during the following Business Day.
1.1.2 Cubic’s Help Desk will provide technical and knowledge support to the Customer including:
a) to log and record Incidents registered by the Customer through creation tickets in Cubic’s service
management tool;
b) to escalate Incidents to relevant resolver groups and provide overall Incident management;
c) to log and record service requests registered by the Customer in Cubic’s service management
tool;
d) to assist the Customer with general enquiries in connection with the WisGo Services;
e) Launch the RMA process
1.1.3 Cubic Help Desk will remain the overall owner of Incidents and will update Cubic’s service management
system on current status and activities carried out within each Incident. Cubic Help Desk will also be
responsible for the tracking and closure of tickets within Cubic’s Service Management System.
1.1.4 Where applicable any resolver groups will provide the Customer with:
a) instructions on how to resolve the issue being experienced; and /or
b) results of diagnostics and investigations with details on what actions will be carried out by Cubic
to resolve the Incident; and/or
c) the deployment of a workaround; and/or
d) to notify the customer that the Incident is to be resolved through the release of software .
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1.2 Software Maintenance Services
1.2.1 Any updates for the WisGo Service will be made available to the same extent the same is available to
Contractor. Intentional downtime for system maintenance or upgrades may be scheduled as set forth in
Section 1.2.2 below.
1.2.2 Scheduled maintenance of the WisGo Services may be scheduled during non-core business hours. Non-core
business hours are defined as 12:00 am to 4:00 am (Pacific Time Zone). Cubic maintains a standing
scheduled maintenance window of either 12:00 am – 4:00 am (Pacific Time Zone) or 2:00 am – 6:00 am
(Pacific Time Zone) once a month on Sunday (“Scheduled Downtime”). Scheduled Downtime may be
scheduled outside of the current once-a-month schedule by providing notification to Customer at least 24
hours in advance; this notification will be provided via the agreed upon communication protocol to
designated support representatives.
1.2.3 Additionally, any downtime caused by factors outside of Contractor’s reasonable control do not factor in to
the Monthly Uptime Percentage calculation, including any force majeure event, Internet service, cloud
hosting, cellular or communications network provider availability outside of the WisGo platform, any
downtime resulting from outages of third-party connections or utilities, and actions or inactions of the
Customer (“Excluded Downtime”).
1.3 Configuration Services. Configuration Services consist of:
1.3.1 Configuration management and control.
1.3.2 Provision and maintenance of configuration Documentation.
1.3.3 Coordination and management of the configuration of the services in conjunction with the Customer.
1.4 Hardware Maintenance Services
1.4.1 Customer is responsible for all “first level” of support to address hardware defects in accordance with any
maintenance instructions including but not limited to de-installation of faulty Equipment, replacement with
a spare, and return of the faulty Equipment if needed.
1.4.2 Where Customer is unable to rectify and hardware fault, Customer may report to Cubic any hardware
failure with the following information:
a) Date the Equipment defect was discovered,
b) Equipment type,
c) Equipment serial number,
d) Detailed description of the Equipment defect,
e) Detailed description of Customer first-level support steps taken to resolve the issue, and
f) A statement as to whether the Equipment repair should be covered under warranty
1.4.3 If the Equipment defect cannot be repaired remotely, Cubic shall provide a Return Merchandise
Authorization Number (“RMA”) to Customer authorizing the return of faulty/defective Equipment to be
repaired or replaced under warranty as per the Warranty and Ex tended Warranty clause below.
1.4.4 Customer shall be responsible for all costs of shipping repairs for Equipment not covered under a valid
warranty, including Equipment returned with no fault found or with issues not covered by an applicable
warranty. Cubic shall be responsible for all costs of shipping repaired or replaced units to Customer.
a) Unless otherwise agreed between the Parties during the implementation phase, the assumed
RMA model will involve returning Equipment for warranty service directly to Cubic on being
issued a RMA. Cubic will then ship replacement units and repaired units to designated equipment
management location.
1.4.5 Cubic shall perform the following maintenance activities on all Equipment sent into Cubic for repair:
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a) Confirmation of whether the hardware is under warranty ,
b) Take receipt of equipment sent to Cubic and verify an RMA number was issued ,
c) Investigate the alleged Equipment defect,
d) Perform any necessary repairs on the Equipment as applicable, and
e) Test the Equipment to ensure it is in good working order in accordance with the Documentation
1.5 Warranty and Extended Warranty
1.5.1 Cubic proprietary Equipment, including the Access IS Platform Validator, and the Access IS VAL100,
shall be covered by a one-year (1- year) warranty commencing from the date of first production use
of such hardware as per Clause 6 of the Agreement (“Standard Warranty Period”). For Cubic
proprietary equipment not intended for immediate production that is part of the use (such as spares
or additional equipment orders), the date of first production use shall be deemed 3 months from the
date of delivery.
1.5.2 All Cubic proprietary Equipment, including the Access IS Platform Validator, and the Access IS
VAL100, shall be further covered by an Extended Warranty Period commencing from the end of
the Standard Warranty Period for such period set out in Table 1 to this Exhibit C.
1.5.3 All other Equipment shall only be warranted to the extent there is an OEM warranty
applicable, copies of which will be provided to Customer.
1.5.4 Cubic’s warranty liability is limited to the repair or replacement of the defects not caused by
misuse or abuse, normal wear and tear, or due to a failure to be maintained in accordance with
the any written manuals, training materials or formal written maintenance instructions issued to
Customer defined as defects in the materials and manufacturer’s production of the product.
1.5.5 Warranty repairs may only be completed by Cubic.
1.5.6 Consumable parts including brackets, cables, batteries, and accessories are excluded from the warranty.
Customer may purchase such parts from Cubic or a third party providing that Customer shall be
responsible for costs of repairing any damage caused to the Equipment caused by the use of any non -
conforming consumable part not purchased from Cubic.
1.5.7 Where the Parties identify a systemic issue suspected of impacting a high percentage of units of a
particular equipment under warranty, the Parties shall discuss and agree in good faith a remediation plan
that identifies commercially reasonable steps to remediate such issue. Any remediation steps above and
beyond the warranty obligations under this agreement shall be at the discretion of Cubic.
1.6 Non-Warranty Repair
1.6.1 All Equipment sent into Cubic for repair not under warranty will still require an RMA prior to shipping and
will be subject to Cubic’s then current and published repair fees and policies. A minimum fee will be
charged even if the device is found to have no fault or defect.
1.6.2 By submitting the non-warranty Equipment for repair, Customer agrees to pay Cubic’s then current fees for
parts, materials and labor needed for repairs.
1.6.3 Neither Contractor nor Cubic shall be under any obligation to perform non-Warranty repairs under this
Section. Where no Return Merchandise Authorization is given, Cubic is not responsible for any unreceived,
lost or misdirected Equipment.
1.7 Substitution. Equipment may be substituted or replaced at no cost to Customer with alternative Equipment
at any time during the Term providing such Equipment shall provide at least the same functionality as the
original Equipment.
1.8 Service Delivery Management
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1.8.1 Cubic will assign a service delivery manager (“Service Delivery Manager”) to act as the primary person
responsible for managing the service relationship between the Customer and Cubic under this Agreement.
1.8.2 The Service Delivery Manager has primary responsibility to:
a) Track and manage to resolution configuration and other change requests in relation to the WisGo
Services;
b) Manage and resolve service delivery issues as an escalated point of contact;
c) Meet regularly (monthly or as otherwise mutually agreed with the Customer) to review the
Contractor’s service performance with the Customer; and
d) Participate and support the Customer as commercially reasonably requested in long-term service
planning discussions as it relates to the WisGo Services including interactions between the WisGo
Services and other technology solutions procured by the Customer.
2 UMO SERVICE LEVELS
Cubic will use reasonable endeavors to achieve the target service level set out in this service level description.
Cubic shall not be in breach of contract nor shall have any liability, to the Customer in the event the service levels
are not met.
2.1 Umo Services Target Availability
The following availability targets apply to the WisGo Services Back-Office. For the purpose of this clause WisGo
Services includes the Umo Pass Passenger Portal, other web-based user interface portals provided by the WisGo
Services and centrally hosted elements of WisGo Services utilized by the Umo App connected to the Umo Pay
Services.
Service Uptime target (see Measurements) 99.9%
2.2 Severity Level Definition for Incidents
Incidents are classified as per the Severity Level 1 through 4 defined in the table below.
Severity Level Severity Level Definition
Severity Level 1 –
Critical (S1)
A widespread Incident impacting critical functions that produces a major
business impact, including significant loss of revenue or expense; negative
impact to many customers and/or internal Users; system‐wide issue
impacting devices or production applications; WisGo Services are operating
at a seriously degraded level such that normal business operations cannot
be conducted.
Examples: The ability to process transaction or make product purchases are
unavailable.
Severity Level 2 –
Urgent (S2)
Incident produces substantial business impact with non‐trivial loss of
revenue or expense; substantial negative impact to multiple customers
and/or Users; device or production application functionality is severely
limited, or is experiencing continual or repeated Incidents; WisGo Services
are operating at a degraded level such that normal business operations are
severely impacted.
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Severity Level Severity Level Definition
Examples: End Users are unable to access information in their accounts
(such as, transaction history); critical reporting functions are unavailable or
working incorrectly for Customer Users; WisGo Services response times are
significantly degraded; route planning data returns wrong stop sequences
Severity Level 3 –
Moderate (S3)
Incident produces limited business impact and negligible loss of revenue or
expense; little negative impact to Users; Incident limited to a discrete
component of production application functionality; work-arounds available
allowing Users to circumvent or avoid the issue; WisGo Services are
operating at a degraded level such that normal business operations are
minimally impeded.
Examples: Issues where there is a reasonable workaround available;
inability to configuration change that is not time critical in nature; usability
issues that severely degrade the User experience.
Severity Level 4 –
Cosmetic (S4)
Incident produces little or no business impact with no loss of revenue or
expense; little or no negative impact to Users. Incident limited to a discrete
component of production application functionality and does not prevent
business operations to function.
Examples: spelling mistake; errors in documentation; minor usability issues;
issues where there are easy to use workarounds available.
2.3 Target Service Levels for Incidents
This section describes the Service Levels that apply to Severity Level 1 through 4. When raising a
potential Incident, the Customer shall provide a reasonable and clear description of the nature of the
suspected Incident, how MTS operations are impacted, and any other information reasonably
requested by Cubic to investigate and resolve the Incident. Resolution may include providing any of a
permanent fix, roll-back, workaround temporary fix or temporary bypass of a failure. Where a
temporary fix or work around reduces the severity of an Incident, resolution target times will be
adjusted to the adjusted severity level.
2.3.1 Lodgment and response target service levels
Service Incident Target Response SLA
Priority Response Time Service Window Lodgment Time Zone
S1 2 hours 24 x 7 Phone CST
S2 4 hours 24 x 7 Phone or email CST
S3 1 Business Day 08:00 to 18:00
Business Days
Email CST
S4 5 Business Days 08:00 to 18:00
Business Days
Email CST
2.3.2 Resolution
a) Umo Back-office Services
Service Incident Target Resolution Times SLA
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Priority Target Resolution
Time Resolution Window Progress Updates
S1 4 hours 24 x 7 Yes
S2 24 hours
As reasonably required to
meet target resolution
times
Yes
S3 30 Business Days Business hours
commercially reasonable
efforts
Business hours
On request
S4 At Umo discretion
Release notes
b) Umo App – Incidents requiring a new app release or roll-back
Service Incident Target Resolution Times SLA
Priority Target Resolution
Time Resolution Window Progress Updates
S1 24 hours 24 x 7 Yes
S2 48 hours
As reasonably required to
meet target resolution
times
Yes
S3 3 Business Days Business hours On request
S4 At Umo discretion Business hours Release notes
c) Devices Software – incidents related to Cubic developed and maintained device software
Service Incident Target Resolution Times SLA
Priority Target Resolution
Time Resolution Window Progress Updates
S1 24 hours 24 x 7 Yes
S2 48 hours 24 x 7 Yes
S3 3 Business Days Business hours On request
S4 At Umo discretion Business hours Release notes
d) Third-party commercial-off-the shelf vendor software or applications
Target resolution and update availability is provided as per each respective third-party vendor’s
applicable commercial service agreements and support arrangements.
2.4 Exclusions
2.4.1 Target service levels do not apply to faults outside Cubic’s control – for example a fault with the merchant
acquiring solution impacting service functionality. Third-party service provider issues will be managed on a
commercially reasonable efforts basis.
2.4.2 This exclusion does NOT apply to our Service Uptime target service levels as it relates to the use of public
cloud services to host the WisGo Services, or where a public cloud services provider has a service issue
impacting all services utilized by Cubic.
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2.5 Measurements
Definition Measurement
Response Time The clock shall commence from the time that the Service Incident or Service
Request is logged in Cubic’s service management system and its associated
unique reference number is advised to the Customer. The clock shall stop at
the time that Cubic’s resources commence investigation of actions. This shall
be recorded within Cubic’s service management system.
Resolution Time The clock shall commence from the time that the Service Incident or Service
Request is logged in Cubic’s service management system and its associated
unique reference number is advised to the Customer. The clock shall stop at
the time that Cubic’s resources contact the Customer either by telephone or
by email to instruct the Customer on the steps to be taken by the Customer
to resolve the Incident or at the time of issuance of a workaround; temporary
fix; software release or patch to the Customer. For mobile applications or any
software that require an application store approval process (for example
Apple or Google approval), the incident is deemed resolved and the
resolution time clock is stopped is defined at the time Cubic makes a new
release available to the applicable app store for review. For device software,
resolution time is defined as the time to make a new release available for
distribution through the applicable device management solution.
Service Uptime Back-office services uptime is measured through Cubic’s monitoring systems
as the number of minutes the back-office services are operating in any one
calendar month divided by the number of minutes in the calendar month
excluding any scheduled down-time. For the purpose of this measurement,
operating means the back-office services are not impacted by a Severity 1
incident. A monthly Service Uptime report will be provided electronically
within 10 Business Days of the end of each calendar month.
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Exhibit D
General Customer Obligations
1 GENERAL
1.1 Provide general User customer support services for the WisGo Services including pass redemption, refunds,
and instruction on use and troubleshooting common problems.
1.2 Provide basic maintenance for Equipment, such as daily cleaning of equipment and protection of
equipment from damage and temperatures above or below reader tolerances specifications , if and as
required in Equipment Documentation and training materials.
1.3 Implement and execute PCI-DSS practice as required by and applicable to the Customer as requested by
Contractor as Merchant of Record.
1.4 Permit Contractor and its subcontractor’s reasonable access to Customer’s buses, installation sites and to
the premises in which Customer conducts its business and furnish to Cubic other information as Cubic may
reasonably request for performance of the Services, each at mutually agreed upon times and locations.
1.5 Return malfunctioning readers for repair/replacement in accordance with the return maintenance authority
processes as set forth in Exhibit C.
1.6 Unless specifically agreed otherwise in writing, provide and maintain the cellular data services required for
the Equipment to communicate with the WisGo Services as contemplated by Section 4.9 of Exhibit A1.
1.7 Public relations and marketing in conformity with Agreement terms including Exhibit A1, Sec. 4.
1.8 Manage third-parties that the Customer sources or Customer partners that will integrate with the Services.
1.9 Responsible for validating WisGo Services readiness for revenue service.
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Exhibit E
Fees
Unless otherwise specifically stated otherwise, all amounts are in USD and exclusive of taxes as further set out in
Article 4 of this Agreement.
1 CAPITAL COSTS
1.1 The following fees are payable for the Implementation Services and Equipment (“Capital Costs”)
1.2 Contractor shall be entitled to invoice the Customer for the milestone-based Capital Costs on providing
reasonable documentation to Customer to demonstrate completion of the following milestones:
1.2.1 30% upon contract signing; 50% upon delivery of validators; 20% upon system acceptance.
1.3 Fare Media shall be invoiceable and payable on delivery.
2 UMO SERVICES TRANSACTION, SUPPORT AND MAINTENANCE FEES
2.1 The following fees shall be payable on the Customer first utilizing the WisGo Services for commercial
purposes:
2.1.1 A “Fixed Support And Maintenance Fee” of $715 per year per validator
2.1.2 “Transaction Fees”:
a) Transaction Fees are calculated as $0.035 per Billable Transaction. Transaction Fees are
calculated based on the “Billable Transactions” in the calendar month being invoiced. A Billable
Transaction is defined as an electronically recorded boarding utilizing the WisGo Services.
b) A monthly minimum Transaction Fee of $0 applies (“Monthly Minimum Transaction Fee”). If in
any one calendar month, the Transaction Fees as calculated on a per transaction basis above are
less than the Monthly Minimum Transaction Fee, the Monthly Minimum Transaction Fee is
charged instead.
2.2 Fees in this Clause 2 are invoiced monthly in arrears.
3 OPEN PAYMENTS (CONTACTLESS EMV ACCEPTANCE)
3.1 Open Payments will be enabled by Cubic within 12 months of services launch.
Description Per Unit Qty Extended Price Assumptions
Startup
Validators 2,500.00$ 16 40,000.00$ 16 buses
Validator mount 160.00$ 16 2,560.00$ ""
Validator installation kit 210.00$ 16 3,360.00$ ""
Validators, spares 2,500.00$ 2 5,000.00$ recommended
Validator Installation service, per Unit 1,886.25$ - -$
Antenna 290.00$ - -$ will utilize Cradlepoint
Modem 560.00$ - -$ will utilize Cradlepoint
Implementation Fee 10,000.00$ 1 10,000.00$
WisGo Smart cards 2.00$ 5,000 10,000.00$ initial stock
WisGo paper tokens 0.04$ 2,000 80.00$ initial stock
Validator desktop stand 300.00$ 1 300.00$ optional
Total Startup Costs 71,300.00$
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3.2 The following fees shall be payable on the Customer first utilizing the Open Payments feature for
production purposes:
3.2.1 An Open Payments End-point Fee of $0 per Validator (Bus or Station) per year.
3.2.2 An Open Payments Transaction Fee of $0.01 per tap performed at a Validator using a contactless EMV
payment card. This fee is in addition to the Transaction Fees .
3.3 Fees in this Clause 3 are invoiced monthly in arrears.
4 OTHER RECURRING FEES
4.1 As Contractor will remain the Merchant of Record on the WisGo application, all credit card fees will be paid
by Contractor and passed through to Customer, without markup, on a monthly basis as a billable expense
or a reduction in Customer revenue earned.
5 CARD ENCODING
5.1 A Card Encoding Fee of $0.23 shall apply per Card encoded by Cubic subject to the minimum batch being
5,000 Cards. This fee is inclusive of shipping the encoded cards to a Customer designated location in the
United States. It assumes under this scenario th at the Customer is responsible for the purchasing cost,
import duties (if appliable) and shipping costs of Cards to Cubic’s encoding facility in the United States.
5.2 Card Encoding Fees shall be invoiced and payable upon Cubic shipping the Cards to the Customer’s
designated location following encoding.
6 ADDITIONAL EQUIPMENT
6.1 The Customer may procure Equipment under this Agreement, in addition to the quantities in the initial
equipment order set-out in Clause 1.
6.2 The following table sets-out the pricing for additional Contractor Equipment as of the Effective Date:
Item Reference Price
Mobile Validator 3 $1250.00
Cubic Platform Validator Not applicable
6.3 The reference pricing includes 1-year warranty, Cubic overhead, general and admin expenses, handling and
margin. It excludes shipping and installation.
6.4 Pricing and lead Times. Additional equipment or services pricing and lead times are subject to change and
will be confirmed by means of a quote for each additional order requested by the Customer. Lead times will
be confirmed at time of quote.
7 ADDITIONAL FARE MEDIA
7.1 As of the Effective Date, the following reference pricing applies to additional orders of Fare Media procured
by Cubic on behalf of the MTS in addition to the Fare Media included in Clause 1.1
Item Price
Card purchased and encoded by Cubic $2 per additional card. Minimum order of 5,000 cards.
Paper Tokens $.04 per Paper Token. Minimum order of 1,000 Paper
Tokens.
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7.2 Card pricing assumes 2 pantone color design and excludes any special packaging. Pricing is inclusive of card
encoding.
7.3 Pricing and lead Times. Additional fare media pricing is subject to change and will be confirmed by means of
a quote taking into account then prevailing cards costs, card design and packaging requirements. Lead
times will be confirmed at time of quote.
8 FEES ESCALATION AND INDEXATION
8.1 The following fees will automatically increase by 3% per year on the anniversary date of the WisGo Services
first being utilized for production purposes.
Fixed Support And Maintenance Fee
Open Payments End-point Fee
Point Of Sale Support And Maintenance
Fee
Card Encoding Fee
9 PAYMENTS TO CUSTOMER FOR UMO REWARDS – NOT APPLICABLE
9.1
10 CHANGE ORDERS
10.1 If Customer wishes to order any additional Equipment or extend the Services to additional Authorized
Mobility Services Providers, then the pricing for such order shall be applicable as set out above. The
additional requirement including the schedule for implementation shall be documented in a change order
to be executed between the Parties. Contractor shall have no obligation to provide any such Services prior
to execution of that change order.
10.2 Where the Parties mutually agree other changes to the Services provided under this Agreement, such
changes, including any agreed changes to the Fees, schedule or scope, will be documented in the form of a
written change order signed by both Parties in accordance with Clause 18 of the Agreement.
10.3 The Fees set out in this Exhibit E and the schedule set out in Exhibit B (Implementation Services) are based
on Customer’s performance of its obligations in this Agreement and the assumptions set out in this
Agreement. To the extent that Customer fails to perform these obligations in accordance with the agreed
timeframes, or these assumptions are incorrect, Contractor will promptly notify Customer, and the Parties
will work to implement any changes schedule and price shall be adjusted in accordance with Clause 7.1.2 of
the Agreement.
11 TERMINATION FEE
11.1 If Customer terminates the Agreement in accordance with Section 11.4 of the Agreement, the following
Fees shall be payable to Contractor on the termination date (the “Termination Fee”):
11.2 Payment in full for the cost for any Services performed or Equipment supplied or ordered prior to the date
of termination that have not already been paid for.
11.2.1 Breakage costs related to early termination of any subcontract or supplier agreements including any
committed costs.
11.2.2 Reasonable and demonstrable demobilization costs including any related to subcontracted or outsourced
personnel.
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11.2.3 Any costs related to any transition services required including but not limited to the Transition Services
set out in Exhibit A5.
11.2.4 For the initial Term of the Agreement, the Customer will pay the 25% of the Operations and Maintenance
Fees remaining for the Term from when the Agreement was terminated for convenience. For any
subsequent extensions, the Customer will pay fifteen percent (15%) of any fees that would have been
payable for the remainder of the contract Term had the Agreement not been terminated for convenience
11.2.5 Contractor shall be entitled to include direct costs, overheads, indirect costs allocation and a reasonable
level of profit in any claim for costs.
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EXHIBIT G
SECURITY
Contractor shall source the WisGo Services in accordance with the following security policies:
a) Contractors Compliance Matrix Sec 2.6 (copy below)
b) Cubic’s Acceptable Use of Technology Policy
c) Cubic’s Mobile Device Policy
d) Cubic’s Information Security Manual
The foregoing policies as provided to Customer prior to the Effective Date are incorporated into this Agreement
with this reference. Contractor will provide annual copies of the foregoing policies to Customer on an annual
basis. Contractor may modify and update the foregoing policies, provided such modification or update does not
materially decrease any security referenced in the foregoing policies.
Contractors Compliance Matrix Sec 2.6:
Requirements
2.6 Information Technology
2.6.1 Information Security Requirements
2.6.1.1
Contractor and all applicable Contractor-supplied systems and equipment shall comply at all times with at least the
following information security standards and policies, for the duration of the contract:
2.6.1.1.a a. Payment Card Industries (PCI) Data Security Standards (DSS); and
2.6.1.1.b b. Payment Applications (PA) DSS as applicable.
2.6.1.2 All supplied applications shall support role-based security.
2.6.1.3
All supplied applications shall provide secure data exchange via transport layer security / secure socket layer
protocol.
2.6.1.4 All supplied applications shall be digitally certified using common certification authorities.
2.6.1.5
Contractor shall track and monitor all access and attempted access, including suspected threats, to network
resources, field devices, applications, and cardholder data.
2.6.1.6
Any vulnerabilities or exploits discovered by Contractor or others must be reported to MTS within a reasonable
timeframe, after initial analysis is complete, with a proposed mitigation strategy.
2.6.1.7
All application security shall be provided in accordance with best practices identified in the National Institute of
Standards and Technology Cybersecurity Framework or an equivalent alternative published standard from a
recognized security-standards body, if approved by MTS.
2.6.2 not applicable
2.6.3 Usability and User Interface Requirements
2.6.3.1
Contractor shall design, develop, and implement all user-facing applications and interfaces using a human-
centered, user experience based approach.
2.6.3.2
All user interfaces shall comply with the current guidelines per ADA and ADA Accessibility Guidelines at the time of
deployment.
2.6.3.3
All public web (Passenger Portal) and mobile functionality (Umo App) shall comply with the W3C Web Content
Accessibility Guidelines (WCAG) and Section 508 of the ADA. The web and mobile interface shall be accessible
via common screen reader software or other accessibility method.
2.6.3.4 All user interfaces shall have searchable online help features.
2.6.4 Test Environment Requirements
2.6.4.1
Contractor shall provide access to a test environment that provides a duplicate copy of the central system were
software updates and configuration changes can be tested. Access to the back-office test environment will be a
shared environment (multi-tenant) in the manner of the main solution.
2.6.4.2
Access to a back-office test environment materially representative of the production environment will be provided.
Passenger personal identifiable information will be anonymized in the test environment. Test environment may at
times lead the production environment.
2.6.4.3 The test environment shall enable MTS to test transactions and fare payment business rule changes.
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Exhibit H
Required Federal Terms
U.S. GOVERNMENT REQUIRED CLAUSES
1 Federal Terms and Conditions: This Agreement is subject to a financial assistance contract between
Customer and the United States of America (hereinafter "Federal Government"), acting through the
Department of Transportation (hereinafter "U.S. DOT"), and Federal Transit Administration (hereinafter
"FTA"). Contractor agrees that it must comply with all applicable FTA regulations, policies, procedures and
directives. The terms and conditions applicable to this contract are entitled MCTS PO Terms with Federa l
Funds for Professional Services and posted at www.ridemcts.com/business-partners
1.1 If there is an inconsistency between any of the provisions in the main body of this Agreement
and the Exhibits, the provisions in the main body of this Agreement shall prevail.
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