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HomeMy WebLinkAboutPassport Parking Contract ORDER FORM This Order Form (the “Order Form”), effective as of January 24, 2025, is being entered into by and between Passport Labs, Inc. and City of Oshkosh Wisconsin (“Customer”) pursuant and subject to the Software License and Service Agreement (the “Agreement”) entered into by the Parties as of the date of last signature herein. Upon execution, this Order Form shall be incorporated by reference in and subject to the Agreement. Capitalized terms used but not defined herein shall have the same meanings as set forth in the Agreement. I. SUMMARY OF THE PRODUCTS AND SERVICES This Order Form, together with any Product Specific Terms attached hereto and made a part hereof in Schedule 1 and the SOW attached hereto and made a part hereof as Schedule 2, contains the terms and condi tions to the Products and related services purchased pursuant to the Agreement. PRODUCTS AND SERVICES Mobile Payment for Parking Platform (“MPP”) Custom-Branded MPP Citation Management Platform (“CMP”) X Digital Permits for Parking Platform (“DPP”) X License Plate Recognition Platform (“LPR”) X II. FEES Products and Services Fee(s) Fee Type(s) Citation Management Platform (“CMP”): CMP Software Licensing Fee $500.00 Monthly CMP Service and License Fee $3.55 Per Ticket Paid Cost Per Notification Letter Sent by Passport $1.00 plus applicable postage Per Notification Letter CMP Merchant Services Fee 2.9% + $0.25 Per Transaction CMP Payment Gateway Fee $0.05 Per Transaction Digital Permits for Parking (“DPP”): DPP Software Licensing Fee $250.00 Monthly DPP Service and License Fee Daily - $0.50 Half-Month - $1.00 Monthly - $1.50 3-Month - $3.00 9-Month - $6.00 Annual - $8.00 Per Permit DPP Merchant Services Fee 2.9% + $0.25 Per Transaction DPP Payment Gateway Fee $0.05 Per Transaction CMP and DPP Implementation Fee1 $7,500.00 Zebra ZQ320 Bluetooth Printer $600.00 Per Unit Docusign Envelope ID: 6A04CA27-7B99-47A0-B80A-2BF194371405 2 LPR Pricing Table Licensing (Recurring Annual Fee) $7,196.38 Materials $59,580.93 Labor $13,075.00 Warranties $20,684.13 III. BILLING INFORMATION Billing Contact Name: Accounts Payable Billing Email Address: ap@oshkoshwi.gov Billing Address: PO Box 1130 Oshkosh WI 54903 [signature page follows] Docusign Envelope ID: 6A04CA27-7B99-47A0-B80A-2BF194371405 3 IN WITNESS WHEREOF, Passport and Customer have each caused this Order Form to be executed by its duly authorized representatives. PASSPORT LABS, INC. By:_____________________________ Khristian Gutierrez ________________________________ Chief Executive Officer CITY OF OSHKOSH By: _______________________________ Mark A. Rohloff, City Manager And:_______________________________ Diane Bartlett, City Clerk APPROVED: I hereby certify that the necessary provisions have been made to pay the liability which will accrue under this contract _____________________________ City Attorney _______________________________ City Comptroller Docusign Envelope ID: 6A04CA27-7B99-47A0-B80A-2BF194371405 Khristian Gutierrez 4 SCHEDULE 1 CITATION MANAGEMENT PLATFORM Services: Passport will provide services and license all software, including all web and mobile applications and related documentation, necessary for Customer to operate the CMP, which allows Customer’s parking enforcement officers in any or all parking facilit ies owned or managed by Customer the ability to issue parking citations that may be paid online through Passport’s payment portal, as follows: a) Passport will provide an online payment portal through which parking violators may pay outstanding parking citations. b) After a number of days as mutually agreed upon by the Parties and reflected in the SOW, parking citations will escalate in price and Passport will automatically generate and send a letter to each parking citation owner for which Passport has necessary state licensure authorization to perform a driver record lookup informing such parking violator that they have an outstanding parking citation and that the citation amount has increased. The “Additional CMP Service and License Fee After Citation Amount Escalation” fees as indicated above shall be applicable to each citation starting with the first letter sent. c) Passport will send a second letter after a number of days as mutually agreed upon by the Parties after issuance for each applicable unpaid citation owner. Equipment: a) Customer must purchase a sufficient number of Android-based handheld devices for each parking enforcement officer to have access to one device while conducting parking enforcement activities. b) Customer must maintain at its sole cost one (1) wireless data plan for each Android device. c) Customer must possess at least one (1) Bluetooth-enabled printer per Android device described above. d) If Customer chooses to purchase additional Bluetooth-enabled printers through Passport, the price will be quoted at the time of order. e) Customer shall be responsible for applying the necessary configurations to any Android -based handheld devices and any printers it purchases using specifications provided by Passport, provided, however, that Passport shall provide the initial configuration to any printers purchased through Passport f) In addition to the hardware unit costs, Customer will be responsible for paying all shipping costs and printer paper costs g) If Customer orders custom printer paper through Passport, Customer will be responsible for paying the costs of creating, printing, and shipping such custom paper plus a service fee to Passport; Passport is unable to provide estimated costs until specific details of Customer order have been confirmed due to the variable costs of Passport’s third-party vendors. Docusign Envelope ID: 6A04CA27-7B99-47A0-B80A-2BF194371405 5 SOFTWARE LICENSE AND SERVICE AGREEMENT This Software License and Service Agreement is effective as of January 24, 2025 (the “Effective Date”) and entered into by and between Passport Labs, Inc., a Delaware corporation (“Passport”), and City of Oshkosh Wisconsin (“Customer”). Passport and Customer are each a “Party” and collectively the “Parties.” Passport is in the business of providing, and Customer desires to obtain from Passport, certain parking-related software, hardware, and/or related services. This Agreement establishes the master terms and conditions that will apply to Customer’s purchase from Passport of the products and services under this Agreement and Passport’s delivery of the same to Customer. In consideration of the mutual promises and covenants contained herein, as well as other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby ag ree as follows: 1. DEFINITIONS. For purposes of this Agreement, the following terms shall have the meaning set forth below (or as otherwise defined in the Agreement): 1.1. “Agreement” means this Software License and Service Agreement, the Product-Specific Terms, the Order Form(s), the Statement(s) of Work, and all other attachments, exhibits, and schedules hereto. 1.2. “Confidential Information” means all information of either Party (“Disclosing Party”) which is disclosed to the other Party (“Receiving Party”) pursuant or in relation to this Agreement (a) if in written form, that is marked “Confidential,” “Proprietary,” or with words of similar import; and (b) if in written form, but not marked “Confidential,” “Proprietary,” or with words of similar import, or if disclosed verbally that a reasonable person would regard such information as confidential under the circumstances of disclosure or in view of the nature of the information. Confidential Information includes, by way of illust ration and not limitation, this Agreement, the Passport System and all components thereof, the Intellectual Property, and all non -public know-how, inventions, techniques, processes, algorithms, software programs, schematics, designs, contracts, customer lists , financial information, pricing information, marketing information, and product plans. 1.3. “Customer” is the entity specified in the preamble. 1.4. “Documentation” means the technical documentation for the Passport System provided by Passport to Customer, including all updates and versions thereof, whether in the form of electronic or printed materials, magnetic media, or machine-readable format. 1.5. “End User” means any individual who uses any component of the Passport System to transact for any Product. 1.6. “Go-Live Date” means the date on which the Passport System, or any individual Product thereof if more than one Product is purchased under this Agreement, is launched and begins to be utilized by Customer. 1.7. “Initial Term” means a period of twenty-four (24) months from the Go-Live Date, unless otherwise indicated in an Order Form. 1.8. “Intellectual Property” means all tangible and intangible property of Passport or its third-party vendors provided to Customer pursuant to this Agreement that is embodied in or used in conn ection with the Passport System, including, without limitation, trade names, source code, trademarks, copyrights, patents, and trade secrets, and/or which is protected or is pro tectable under copyright, patent, trade secret, service mark, trademark, or oth er intellectual property laws and/or regulations. 1.9. “License Fees” means the fees owed to Passport in consideration of providing Customer the Passport System pursuant to this Agreement as memorialized in the Order Form or elsewhere in the Agreement. 1.10. “Licensed Hardware” means the Passport hardware and any Third Party Hardware as more particularly set forth in an Order Form. 1.11. “Licensed Software” means the Passport software and any Third Party Software as more particularly set forth in an Order Form. 1.12. “Order Form” means that certain form bearing the same caption on which the Products, Third Party Products, and any other software, hardware, products, or services ordered by Customer under this Agreement, among other things, are specified. 1.13. “Passport System” means collectively the Licensed Software, Licensed Hardware, Documentation, and any Third Party Products licensed or sold under this Agreement by Passport to Customer. Docusign Envelope ID: 6A04CA27-7B99-47A0-B80A-2BF194371405 6 1.14. “Product” means any product offered by Passport, including a mobile payments for parking platform, a citation issuance and management platform, a digital permits platform, a mobile payments for transit platform, a micromobility management platform, and a unified platform for the management and distribution of parking rates and business rules , as well as any other product identified in an Order Form. 1.15. “Product-Specific Terms” means those separate legal terms appended to this Agreement that apply to each Product purchased by Customer under this Agreement. 1.16. “Renewal Term” means a period of two (2), 1-year terms following the Initial Term. 1.17. “Statement of Work” or “SOW” means a statement of work agreed upon by the parties with reference to each Product purchased under this Agreement and appended to this Agreement or to an Order Form. Any variation to a Statement of Work must be memorialized in a change order that is agreed upon and signed by the parties. 1.18. “Substantial Completion Date” means the date that Passport has completed configuring the Passport System, or any individual Product thereof if more than one Product is purchased under this Agreement, to the specifications as set forth in the applicable SOW and is ready to be launched and utilized by Customer. Passport will notify Customer when it has achieved the Substantial Completion Date for each Product. 1.19. “Term” means the Initial Term and any Renewal Term(s). 1.20. “Third Party Hardware” means the hardware (and any related software embedded in or distributed with the hardware by the manufacturer of such hardware) manufactured by third parties and resold and/or sublicensed by Passport to Customer. 1.21. “Third Party Products” means Third Party Hardware and Third Party Software. 1.22. “Third Party Software” means all software owned by third parties, sublicensed by Passport to Customer and integrated into or interfaced by Passport into the Passport System. 2. SERVICES 2.1. Performance. Passport shall perform the services and deliver the software and products under this Agreement in a competent, professional, and workmanlike manner consistent with industry practices. Passport will maintain all permits, certificates and licenses required by applicable law and Passport’s employees performing the services will be qualified to perform the services and licensed as required. Passport will at all times during the Term be duly organized, validly existing and in good standing under the laws of the state of Delaware. 2.2. Order Forms. The Order Form shall set forth what Passport is to provide to Customer under this Agreement. To the extent Customer wishes to procure, and Passport wishes to provide, any additional products or services, the parties shall enter into one or more additional Order Forms as applicable that shall each form a part of and be subject to this Agreement. 2.3. Products. As of the Effective Date, Passport provides the Products (as defined above) in the marketplace (as well as related Third Party Products). Customer may request the addition of any Products and related services to the extent not provided by Passport to Customer as of the Effective Date and any additional software or platforms developed by Passport from and after the Effective Date, which shall be memorialized in a subsequent Order Form along with any additional terms (if applicable). 3. COMPLIANCE WITH LAW 3.1 Passport Obligations. In providing the services under this Agreement, Passport will comply at its sole cost and expense with all applicable federal (including but not limited to the Driver’s Privacy Protection Act, 18 U.S.C. § 2721, et s eq.), state, provincial, county, and municipal laws, statutes, rules, regulations and ordinances. 3.2 Customer Obligations 3.2.1 Wisconsin Public Records Law. Notwithstanding any other term of this Agreement, including other terms incorporated by reference or linked to this Agreement: Docusign Envelope ID: 6A04CA27-7B99-47A0-B80A-2BF194371405 7 • Customer is statutorily required to comply with the Wisconsin Public Records laws as well as other laws. Information received from Passport, used for the purposes of this Agreement, or created pursuant to this Agreement, will be considered public records as defined by Wis. Stat. 19.32(2), and any other relevant statute. These records include those held by Customer as an “Authority” having custody of a records pursuant to Wis. Stat. 19.32(1), as well as those contractor’s records as defined in Wis. Stat. 19.36(3). • Nothing in this Agreement shall prevent or prohibit Customer from complying with Wisconsin Public Records or other laws, or from acquiring, storing, handling, disclosing, distributing, treating, and retaining public records in a manner consistent with Wisconsin Public Records or other laws including, without limitation, public records retention laws. In the event Customer’s compliance Wisconsin Public Records laws, or compliance with other laws, conflicts with any term of this Agreement, whether the term is explicitly stated, or referenced, or linked, the Customer will comply with the applicable law and such compliance shall not be considered a breach, default, waiver, or other violation of any term of this Agreement. • Customer acknowledges the intellectual property and trade secrets rights of Passport, as well as those of Passport’s subsidiaries and affiliates. This section is not intended to limit or alter the aforementioned intellectual property or trade secret rights as may be otherwise described herein. • The parties note that this Agreement includes various terms which may be similar, and used together, but which are not legally interchangeable. It is acknowledged that intellectual property, proprietary information, confidential information, and informatio n subject to privacy laws may seem in some sense to be the same, but each are different in nature and are subject to different legal protections and standards. It is the intent of the parties to interpret each term according to each term’s unique legal characteristics, as well as in the context of Customer as a governmental body with obligations for transparency. The Wisconsin Public Records laws prevents public release of some of the aforementioned type of information, including: Wis. Stat 19.35(1) (record s, such as intellectual property, subject to protection by other federal or state laws); Wis Stat 19.36(4) (computer programs); Wis Stat 19.36(5) (trade secrets); and, Wis Stat 19.36(13) (financial identifying information). Wisconsin Public Records laws and associated policy has not acknowledged or recognized confidential information except as set forth in specific laws, and therefore the law does not prevent public disclosure and use of information that entities creating or disclosing information may believe are proprietary or confidential, unless that information is explicitly protected by one of the previously identified laws. • Customer takes seriously its obligations to protect records and information that is protected by statute. Customer notes that computer programs and software is protected from public disclosure, as noted above. However, Wis Stat. 19.36(4) explicitly states that all material used for the input into the computer program, and all material produced as a product of the computer program is subject to public examination and copying unless otherwise specifically protected by law from inspection and copying. Therefore, regardless of any notations of confidentiality placed on any input to the computer program, or output from the computer program, such records will be considered public records without restriction available for public inspection, copying, and use unless the information is otherwise protected from disclosure by law. In the event that certain personally identifiable information may be provided to or by Passport, including records protected by the Drivers Privacy Protection Act, and that the Customer and Passport ma y have access to such information, then Customer believes that such personally identifiable information may be protected from disclosure by state and/or federal statute, as well as potentially using the balancing test analysis as allowed by Wisconsin law. The Customer agrees to use such analysis when warranted. In cases where warranted, the Customer agrees to use the public records balancing test analysis. Similarly, this Agreement, communications related to this Agreement, and pricing related to this Agreement are considered subject to public inspection and copying, and public use without restriction. 3.2.2 Wisconsin Public Records Retention. Notwithstanding any other term of this Agreement, including other terms incorporated by reference or linked to this Agreement, Customer shall retain all information, whether in electronic, hard copy, or other form that is considered to be a “record” as defined in Wis. Stat. 19.32 and Customer shall retain all such records in a manner that is compliant with the Customer ’s record retention obligations as required by Wis. Stat. 19.21. During this term of retention, all such records shall be used and retained according to applicable law. 4. LICENSE; SERVICES 4.1. License Grant. Subject to the terms and conditions of this Agreement and all Third Party Software licenses, including, without limitation, the payment of all applicable License Fees , Passport hereby grants Customer a revocable, non- Docusign Envelope ID: 6A04CA27-7B99-47A0-B80A-2BF194371405 8 exclusive, nontransferable, non-subleaseable, and non-assignable license to use the Passport System during the Term for Customer’s own internal operations in accordance with the terms of, and subject to the restrictions contained in, this Agreem ent. 4.2. License Restrictions. As a condition to the license set forth in Section 4.1, Customer shall not, directly, indirectly, alone, or with another person or entity (a) decompile, disassemble, interpret, reverse engineer, translate, or otherwise dete rmine or attempt to determine any source code, algorithms, or underlying ideas of the Licensed Soft ware or any portion thereof; (b) remove or modify any Passport or third-party markings, identification, copyright, or other notices from the Passport System; (c) sublicense, provide, lease, lend, pledge, use for timesharing or service bureau purposes, or a llow others to use the Passport System to or for the benefit of third parties; (d) modify, change, incorporate into other software, create any databases othe r than as permitted herein, or create a derivative work of any part of the Licensed Software or Documentation; (e) disclose results of any performance information, analysis, or program benchmark tests without Passport’s prior written consent; (f) make the Passport System, in whole or in part, available in any manner to any third party; (g) install or us e the Passport System in any manner not in accordance with the license grant pursuant to Section 5.1; or (h) attempt to do any of the foregoing whether individually or with others. 4.3. No Other Licenses. Except as specifically granted in this Agreement, no license or other right is granted, either directly or indirectly, by implication or otherwise, to Customer, and all other rights are expressly reserved to Passport or its third- party vendors, as applicable. 5. THIRD PARTY PRODUCTS The successful delivery of the Passport System may require that Customer use certain Third Party Products depending on Customer’s operations, and, if so, Customer will be notified. Customer agrees to be bound to all licenses, obligations, restrictions, and limitations in connection with any Third Party Products. Excluding warranty of title to any Third Party Products, all other Third Party Product warranties, including, without limitation, warranties with respect to materials, workmanship, c apability, and intellectual property rights are made by such manufacturers and not by Passport. Passport will use commercially reasonable efforts to pass through to Customer for Customer’s benefit all end-user warranties that the Third Party Products vendor(s) provides directly to Passport. Customer will look solely to such vendors or manufacturers for all remedies under such warranties. 6. INTELLECTUAL PROPERTY 6.1. Ownership. Customer acknowledges and agrees that the Intellectual Property is exclusively owned by and reserved to Passport, or to Passport’s Third Party Software or Third Party Hardware providers, as the case may be, and Passpo rt or such Third Party Software or Third Party Hardware providers will retain all right, title, and interest in the Intellectual Property. Customer will neither acquire nor assert any ownership or other proprietary rights in the Intellectual Property or in any der ivation, adaptation, or variation thereof (regardless of who creates the derivation, adaptation, or variation) except as otherwise explicitly set forth in this Agreement. 6.2. Feedback. Nothing in this Agreement or in the Parties’ dealings arising out of or related to this Agreement wi ll restrict Passport’s right to use, profit from, disclose, publish, or otherwise exploit Feedback (as defined below), without compensating or crediting Customer or the individual providing such Feedback, except to the limited extent that Section 21 (Confidentiality; Trade Secrets) governs Feedback that constitutes Customer’s Confidential Information. Notwithstanding the provisions of Section 21 (Confidentiality; Trade Secrets), Customer may not designate Feedback as its Confidential Informatio n to the extent that such Feedback relates to the Passport System. “Feedback” refers to any suggestion or idea for improving or otherwise modifying the Passport System. 7. PRIVACY POLICY; TERMS OF USE End users’ use of the Passport System shall at all times be governed by Passport’s Privacy Policy, which can be viewed at https://passportinc.com/privacy-policy/, and Passport’s Terms and Conditions, which can be viewed at https://passportinc.com/terms-and-conditions/. Passport’s Privacy Policy and Terms and Conditions may be amended from time to time in Passport’s sole discretion. 8. SUPPORT SERVICES 8.1. Customer Support. Passport will provide telephone and email support to Customer’s staff Monday through Friday between 8:00 a.m. to 7:00 p.m. ET to address technical support issues. Passport will provide 24/7 after -hours telephone support. Passport can be contacted for support issues at: • 980-939-0990 or via email at help@passportinc.com (Monday-Friday 8AM-7PM ET) • 866.815.3043 or help247@passportinc.com (after-hours support) Docusign Envelope ID: 6A04CA27-7B99-47A0-B80A-2BF194371405 9 8.2. End User Support. Customer shall provide initial support, including inquiries via telephone and email, for End Users. If Customer is unable to address End User inquiries, Customer may direct End Users to Passport’s End User support team, which is available Monday through Saturday between the hours of 8:00 a.m. to 9:00 p.m. ET at 704 -817-2500 or via email at support@passportinc.com. Customer should not display Passport’s support phone numbers (or other direct contact information for Passport) on any marketing or signage visible by End User. 9. PRODUCT UPDATES 9.1. Updates. To the extent that Passport releases any system-wide improvements, modifications, updates, or enhanced versions of the Licensed Software during the Term, the improvements, modifications, updates, or enhanced versions will, when available, be provided to Customer at no charge and will automatically be subject to the terms of this Agreement. 9.2. New Features. Customer may request new features or functionality to be built into the Passport System, and, to the extent that Passport plans in its sole discretion to incorporate such requested new features or functionality into the Passport System, Passport will develop such features and functionality at no cost to Customer pursuant to Passport’s development timeline. If Customer desires to expedite such development, Passport may, in its sole discretion, charge Customer an expedite fee to develop the requested features or functionality, provided, however, that Passport shall first notify Customer of the expedite fee and receive written approval from Customer to proceed. If Customer’s requested features or functionality are created for Customer’s use and Passport does not plan to incorporate such requested features into the Passport System, Passport may, in its sole discretion, charge Customer a custom development fee for the development of such features or functionality, provided again, however, that Passport shall first notify Customer of the custom development fee and receive written approval from Customer to proceed. 10. UPTIME Passport will provide the Passport System with Uptime (as defined below) of at least ninety -nine percent (99.0%) calculated over a rolling six-month period (“Uptime Guarantee”). For any month during which the Passport System uptime drops below the Uptime Guarantee, Passport will provide a billing credit in an amount equal to the percentage difference between a) the lowest uptime reached at any point during the month (calculated on a rolling six month period) and b) the Uptime Guarantee, multiplied by the total fees payable to Passport for such month. For example, if Uptime falls to ninety -five percent (95.0%) during a given month and if during that month the fees payable to Passport were one hundred dollars ($100.00), Passport will issue a billing credit of four dollars ($4.00). Uptime is defined as any period of time during which end users of the Passport Syste m can use the Passport System, excluding any scheduled maintenance performed by Passport after hours or unavailability or impaired functionality of the Passport System due to causes outside of Passport’s reasonable control (e.g., disruptions caused by Pass port’s hosting or payment processing partners). 11. FEES; PAYMENT 11.1. License Fees. In consideration for the licenses granted to Customer under this Agreement, Customer shall pay to Passport the License Fees. 11.2. Annual License Fees. For License Fees that are payable on an annual basis, as indicated in an Order Form, License Fees for the first year of the Term are due and payable upon the Effective Date and, thereafter, on the anniversary o f the Effective Date for the duration of the Term. 11.3. Third Party Products Fees. Customer shall pay Passport all fees related to Third Party Products supplied to Customer under this Agreement as set forth in an Order Form (collectively, the “Third Party Product Fees”), if applicable. Fees for Third Party Products provided through Passport from and after the Effective Date may be subject to change based on the then - prevailing market rates of any Third Party Product provider for such products. 11.4. Implementation or Monthly Minimum Fees. Customer shall pay Passport the implementation fees or monthly minimum fees, if any, as set forth in an Order Form. 11.5. Fee Assumptions. Passport’s License Fees, gateway services fees, and merchant services provider fees as set forth in this Agreement as of the Effective Date are conditioned upon certain underlying information pertaining to Customer’s operations provided to Passport by Customer relating to transaction volume (e.g., number of mobile pay transactions, number o f citations written, or number of parking permits purchased), transaction rates (e.g., hourly parking rates, citation rates, and permits rates), and average dollar amount of transactions as of the Effective Date, as well as card network fees in effect as of the Effective Date. To the extent there are non-trivial changes in any of the foregoing from and after the Effective Date, the License Fees, gateway services fees, and/or merchant services provider fees are subject to change to maintain, as closely as possible, the economic arrangement anticipated, or subsequently achieved, based on the information and card network fees in effect as of the Docusign Envelope ID: 6A04CA27-7B99-47A0-B80A-2BF194371405 10 Effective Date. Passport and Customer shall negotiate in good faith with respect to the same, provided, however, that Passpo rt shall not be obligated to continue providing the Passport System if the Parties are unable to reach agreement on a revised fee structure. 11.6. Expenses. Customer shall reimburse Passport for any pre-approved travel, lodging, and meal expenses incurred in connection with Passport’s performance under this Agreement, which shall be invoiced as incurred. 11.7. Payment Terms. Unless otherwise indicated in an Order Form, all payments due to Passport hereunder are due and payable within thirty (30) days after the date of the invoice. Any amounts not timely paid shall bear interest at the rate of one and one-half percent (1.5%) per month from the due date or, if lower, the maximum rate permissible by law. If Customer fails to remit payment when due, Passport will have, in its sole discretion, the righ t to immediately suspend or terminate Customer’s access to the Passport System in accordance with Section 17.2.1 and/or withhold funds in Passport’s possession that would otherwise be remitted to Customer, in addition to any other remedies available to Pas sport under this Agreement or under law. Unless otherwise specified in an Order Form, all amounts payable to Passport hereunder are payable in full in United States Dollars without deduction or set off and shall be in addition to all tax obligations of Cu stomer. If a currency other than the U.S. Dollar is specified in the Order Form, the exchange rate will be fixed at the foreign exchange rate published by the United S tates Federal Reserve on the date the remittance of payment is made or pursuant to a sui table commercially available service to the extent utilized by Passport in its sole discretion. If Customer requires remittance of funds by check or custom invoicing in consistent with Passport’s standard format, Passport reserves the right to assess reaso nable additional fees that shall be communicated and agreed upon with Customer in advance. 12. CUSTOMER OBLIGATIONS. In addition to the payment of fees as set forth above any other obligations of Customer set forth in this Agreement, Customer shall also be subject to the following covenants: 12.1. Passport’s pricing is conditioned on Customer’s continuous use of the Passport System throughout the Term consistent with historical use of the Passport System or any predecessor system. Customer covenants that it will not, during the Term, take any action that would materially diminish or cease the use of the Passport System, except in the case of a termina tion pursuant to Section 17.2. 12.2. From and after the Effective Date, Customer shall cooperate reasonably and promptly with Passport, and devote sufficient personnel and resources, to support the configuration and implementation of the Passport System through and includ ing the Substantial Completion Date and Go-Live Date, and thereafter as reasonably necessary to continue the ongoing operations and maintenance of the Passport System on behalf of Customer. 13. PAYMENT GATEWAY PROVIDER Passport is a payment gateway provider and shall provide payment gateway services to Customer in connection with the Products delivered under the Passport System at the rates indicated in the Order Form. 14. MERCHANT SERVICES PROVIDER Passport Labs, Inc. is a full-service Merchant Services Provider, meaning a service provider certified by the major card networks (Visa, Mastercard, Discover, and American Express) to process credit and debit card transactions. Passport maintains itself as the merchant of record and Merchant Services Provider in connection with the provision of the Passport system. Customer will be responsible for paying all transaction and processing fees as defined in the fee schedule. Passport may change or ad d fees and/or charges following a major network update that significantly impacts the merchant costs assumed by Passport and will communicate applicable updates through Passport’s Service Delivery Process. Upon notice of changes, such fees and/or charges shall be immediately payable by Customer when assessed by Passport. Should additional fees or charges be deemed commercially unreasonable, Customer has the option to terminate this Agreement within fifteen (15) days of notice of change i n fees by providing written notice to Passport. 15. TAXES To the extent applicable, Customer agrees to pay all taxes levied by a duly constituted taxing authority against or upon the products and services provided pursuant to this Agreement, or arising out of this Agreement (excluding, h owever, taxes based on Passport’s income) regardless of whether such taxes become due or payable at the time of delivery or use of the Passport System or subsequent thereto. Customer agrees to pay any tax for which it is responsible hereunder which may be levied on or assessed against Customer directly, and, if any such tax is paid by Passport, to reimburse Passport therefore, upon receipt o f proof of payment by Passport. Customer agrees to indemnify, defend, and hold Passport harmless with respect to all taxes or duties which any federal, state, or local taxing authority requires Passport to pay on behalf of Customer. Docusign Envelope ID: 6A04CA27-7B99-47A0-B80A-2BF194371405 11 16. SHIPMENT AND DELIVERY If any Third Party Products are purchased by Customer under this Agreement, Passport will deliver the same FOB shipping point for delivery to the installation site designated by Customer. Customer agrees to pay all reasonable delivery charges for the Third Party Products. Delivery schedules may not be canceled, postponed, or changed without Passport’s prior written consent. Unless otherwise expressly stated, shipments shall be separately invoiced and paid as billed without regard to subsequent deliveries. Failure to timely pay Passport any monies due or owing Passport shall excuse Passport from making further deliveries, in addition to any other remedies to which Passport is entitled under this Agreement. Title to and risk of loss in the Third Party Products shall pass to Customer when the delivery carrier takes possession of the Third Party Products. 17. TERM AND TERMINATION 17.1. Term. This Agreement is effective as of the Effective Date and shall remain effective for as long as there is an active Order Form, unless sooner terminated pursuant to Section 17.2 below. Upon expiration of the Initial Term of an Order Form, the Order Form shall automatically renew for successive Renewal Terms on the same terms and conditions, unless either Party notifies the other in writing not less than ninety (90) calendar days prior to the expiration date of the Initial Term or the applicable Renewal Term of its intent not to renew. 17.2. Termination. The following termination rights are in addition to any rights provided elsewhere in this Agreement and are without prejudice to any other right or remedy available to Passport or Customer at law or in equity: 17.2.1. Passport may terminate this Agreement and all licenses granted hereunder upon notice to Customer in the event that Customer fails to make full payment when due of any amount required to be paid by Customer under this Agreement within ten (10) calendar days of Passport’s written notice of such failure to pay. 17.2.2. This Agreement may be terminated by either Party upon thirty (30) calendar days’ prior written notice to the other Party in the event of a material breach of a material provision of this Agreement, provided, however, that the termination shall not be effective if, during the thirty (30) day notice period, or such other cure period as mutually agreed upon by the Parties, the breaching Party cures the breach. 17.3. Effect of Termination. Upon expiration or termination of this Agreement for any reason, (a) any licenses granted to Customer and all rights of Customer in and to the Passport System will immediately terminate; (b) Customer shall immediate ly cease using the Passport System; (c) Customer shall return to Passport any Licensed Hardware which Customer has not obtained title to as of such expiration or termination, and (d) all monies paid or due or owing to Passport by Customer up to such can cellation, completion, expiration, or termination shall be deemed non-refundable. Customer shall make payment on Passport’s final invoice as set forth in Section 11.7. Passport will provide commercially reasonable assistance to Customer to enable the transition of the services to a successor vendor, if requested by Customer, provided first, however, that Customer has remitted to Passport all outstanding balances. 18. WARRANTIES. 18.1. Passport Warranties. 18.1.1. Passport warrants that it has full power and authority to license the Passport System to Customer as provided herein without the consent of any other person, or, in the event such consent is required, Passport has obtained sai d consent. 18.1.2. Passport warrants that the unmodified Passport System will operate in accordance with its specifications. Under this warranty, Passport will correct any errors in the unmodified Passport System at no extra charge to Customer. The foregoing warranty shall not apply to Third Party Products. 18.1.3. Passport further represents and warrants that (a) it has the full power and authority to enter into this Agreement and to carry out its obligations under this Agreement; (b) this Agreement shall be the legal, valid, and binding ob ligation of Passport, enforceable against it in accordance with the terms hereof; (c) the execution and performance of this Agreement will not violate any federal, state, or local statute, rule, or regulation or any other contractual obligation of Passport, and (d ) the person signing this Agreement on behalf of Passport is authorized to bind Passport to this Agreement. 18.2. Customer Warranties. Customer represents and warrants that (a) it has the full power and authority to enter into this Agreement and to carry out its obligations under this Agreement; (b) this Agreement shall be the legal, valid, and b inding obligation of Customer, Docusign Envelope ID: 6A04CA27-7B99-47A0-B80A-2BF194371405 12 enforceable against it in accordance with the terms hereof; (c) the execution and performance of this Agreement will not viol ate any federal, state, or local statute, rule, or regulation or any other contractual obligation of Customer, and (d) the person signing this Agreement on behalf of Customer is authorized to bind Customer to this Agreement. 19. DISCLAIMERS 19.1. GENERAL. EXCEPT AS EXPLICITLY SET FORTH IN THIS AGREEMENT, PASSPORT EXPRESSLY DISCLAIMS, AND CUSTOMER HEREBY EXPRESSLY WAIVES, ALL WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF QUALITY, CAPABILITIES, OPERATIONS, PERFORMANCE, SUITABILITY, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, AND ANY IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. PASSPORT DOES NOT WARRANT AND SPECIFICALLY DISCLAIMS ANY WARRANTIES OR REPRESENTATIONS THAT THE PASSPORT SYSTEM WILL MEET CUSTOMER’S REQUIREMENTS OR THAT THE OPERATION OF THE PASSPORT SYSTEM AND/OR ITS USE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT EVERY DEFECT IN THE PASSPORT SYSTEM WILL BE CORRECTED. THE PASSPORT SYSTEM IS EXPRESSLY PROVIDED “AS IS.” 19.2. THIRD PARTY SOFTWARE AND THIRD PARTY HARDWARE DISCLAIMER. PASSPORT MAKES NO WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED, AS TO THE THIRD PARTY SOFTWARE AND AS TO THE THIRD PARTY HARDWARE INCLUDING, WITHOUT LIMITATION, AS TO QUALITY, CAPABILITIES, OPERATIONS, PERFORMANCE, SUITABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, AND ALL OTHER WARRANTIES OR REPRESENTATIONS WITH RESPECT TO ANY THIRD PARTY SOFTWARE OR THIRD PARTY HARDWARE ARE HEREBY EXPRESSLY DISCLAIMED. THIRD PARTY SOFTWARE OR THIRD PARTY HARDWARE PROVIDED UNDER THIS AGREEMENT ARE EXPRESSLY PROVIDED “AS IS.” 19.3. EXCLUSIONS. Notwithstanding any other provisions of this Agreement to the contrary, the limited warranties provided in this Agreement shall not apply to nonconformities, errors, or defects of any goods or services provided by Passport pursuant to this Agreement or any amendments thereto due to any of the following: (a) Customer misuse of the Passport System; (b) Customer modification of the Licensed Software; (c) Customer failure to utilize compatible computer and networking hardware and software or to install updated or enhanced versions of the Licensed Software provided by Passport; or (d) interaction wit h software or hardware not provided by Passport. 20. LIMITATION OF LIABILITY 20.1. IN NO EVENT SHALL PASSPORT’S LIABILITY ARISING OUT OF THIS AGREEMENT EXCEED THE AMOUNT OF ALL FEES ACTUALLY PAID BY CUSTOMER TO PASSPORT PURSUANT TO THIS AGREEMENT DURING THE SIX (6) MONTH PERIOD ENDING ON THE DATE OF THE EVENT GIVING RISE TO SUCH LIABILITY. IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, COST OF COVER, PUNITIVE, OR EXEMPLARY DAMAGES, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, ARISING OUT OF THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO LOSS OF BUSINESS, LOSS OF REVENUE, OR LOSS OF ANTICIPATED PROFITS, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. THE FOREGOING LIMITATIONS OF LIABILITY SHALL NOT APPLY (A) TO CUSTOMER’S PAYMENT OBLIGATIONS UNDER THIS AGREEMENT; OR (B) IN THE EVENT OF A BREACH OF THE PARTIES’ CONFIDENTIALITY OBLIGATIONS CONTAINED IN THIS AGREEMENT. 20.2. PASSPORT AND CUSTOMER EACH ACKNOWLEDGE THAT THE PROVISIONS OF THIS AGREEMENT WERE NEGOTIATED TO REFLECT AN INFORMED, VOLUNTARY ALLOCATION BETWEEN THEM OF ALL RISKS (BOTH KNOWN AND UNKNOWN) ASSOCIATED WITH THE TRANSACTIONS CONTEMPLATED HEREUNDER. THE PROVISIONS OF THIS SECTION SHALL BE ENFORCEABLE INDEPENDENT OF AND SEVERABLE FROM ANY OTHER PROVISION OF THIS AGREEMENT. 21. CONFIDENTIALITY; TRADE SECRETS. 21.1. Obligations. Each Party will maintain in strict confidence all Confidential Information of the Disclosing Party. The Receiving Party will not disclose or grant use of the Disclosing Party’s Confidential Information to any third party exce pt to the Receiving Party’s employees and other representatives who have a need to know such Confidential Information or as expressly authorized by the Disclosing Party in writing. The Receiving Party will not use the Disclosing Party’s Confidential Informat ion except as authorized by this Agreement. The Receiving Party will use at least the same standard of care to protect the Confidential Information of the Disclosing Party as it uses to protect its own confidential information of a similar nature, but in no eve nt with less than reasonable care. The Receiving Party will cause each employee or other representative to whom the Receiving Party discloses the Confidential Information to be bound by an obligation of confidentiality that is at least as rigorous as the ob ligations contained in this Agreement. The Receiving Party will promptly notify the Disclosing Party upon discovery of any unauthorized Docusign Envelope ID: 6A04CA27-7B99-47A0-B80A-2BF194371405 13 use or disclosure of the Disclosing Party’s Confidential Information. Unless otherwise set forth herein, upon the expiration or termination of this Agreement for any reason, or upon the request of the Disclosing Party, the Receiving Party shall promptly return to the Disclosing Party (or, at the Receiving Party’s option, destroy) all of the Disclosing Party’s Confidential Information and shall promptly certify in writing that it has done so; provided, however, that the Receiving Party shall not be obligated to return or destroy any Confidential Information stored in archival or back-up files for which return or destruction is not reasonably practicable or any Confidential Information that must be retained for as long as necessary for purposes of audit, compliance, dispute resolution , or record retention pursuant to this Agreement. 21.2. Exceptions. The foregoing obligations of confidentiality s hall not apply to any information that the Receiving Party can show is or was: (a) already known to the Receiving Party at the time of disclosure without obligation of confidenti ality; (b) independently developed by the Receiving Party without use of or ac cess to the Confidential Information of the Disclosing Party; (c) approved for disclosure by the Disclosing Party beforehand and in writing; (d) in the public domain without breach of this Agreement; (e) lawfully received by the Receiving Party from a third party without obligation of confidentiality; (f) subject to disclosure under Wisconsin Public Records Law (Wis. Stat. § 19.31, et seq); or (g) subject to disclosure under Wisconsin Open Meetings Law (Wis. Stat. § 19.81, et seq). 21.3. Permitted Disclosures. Nothing in this Section shall be construed to prohibit either Party from disclosing the Confidential Information of the other Party to the extent that such disclosure is required by applicable law or order of a co urt or other governmental agency, including pursuant to any open records law, open meetings law, or any other local public disclosure law applicable to Customer; provided, however, that the Receiving Party shall promptly notify the Disclosing Party in writing of such requirement and shall cooperate with the Disclosing Party to minimize the scope of any such disclosure and to obtain a protective or similar order. 21.4. Trade Secrets. Customer hereby acknowledges that the Passport System and its components, whether provided by Passport or its third-party vendors or licensors, constitute trade secrets of Passport and/or its third party -vendors or licensors, and as such are protected by civil and criminal law, are very valuable to Passport and/or its third -party vendors or licensors, and that their use must be carefully and continuously controlled. Customer agrees to notify Passport immediately of the unauthorized possession, use, or knowledge of any item supplied under this Agreement by any person or organization not authorized by this Agreement to have such possession, use, or knowledge. Customer will promptly furnish Passport full details of such possession, use, or knowledge and will cooperate fully with Passport in any litigation against third parties reasonab ly deemed necessary by Passport to protect its proprietary rights. 21.5. No Adequate Remedy. In the event of a breach of this Section 21, the parties agree that the Disclosing Party may not have an adequate remedy at law, in money, or damages and, accordingly, shall be entitled to seek an injunction aga inst such breach without posting a bond, in addition to any other remedies at law or in equity. 22. DATA RIGHTS. This Section shall govern the rights of Passport and Customer, as the case may be, with respect to the data that is subject to this Agreement. Passport will, by provisions in its Privacy Policy or otherwise, procure from such end users all such law ful consents and rights necessary to grant to Customer the rights in such data as stated in th is Section. Passport’s Privacy Policy, as it may be amended from time to time in Passport’s sole discretion, can be viewed at https://www.passportinc.com/privacy-policy. 22.1. Operational Data. Operational Data is data specific to Customer’s operation that is provided by Customer to Passport to be used in the configuration and provision of the Passport System for Customer’s use. Oper ational Data is specific to Customer’s operation, which is not available to Passport publicly or by other means. Operational Data may include, but is not limited to, zone information, rate information, operational schedules, business metrics, business rul es, parking and other inventory and assets, and relevant details of partner agreements. In each case, Operational Data may refer to past, present, or future states of such items. Operational Data is the sole and exclusive property of Customer. Customer grants Passport a perpetual, irrevocable, royalty-free, and non-exclusive license to Operational Data. 22.2. PCI-DSS Information. Payment Card Industry-Data Security Standard Information (“PCI-DSS Information”) consists of the following items, each as defined by the then-current Payment Card Industry Data Security Standards (“PCI-DSS”): Account Data; Cardholder Data; Primary Account Number; and Sensitive Authentication Data. Passport acquires a license or sublicense to the PCI-DSS Information from end users who share such data with Passport in connection with their use of the Software. In providing the services under this Agreement, Passport will maintain Payment Card Industry – Data Security Standard certification and secure PCI-DSS Information in accordance with PCI-DSS. As such, Passport may not grant Customer derivative rights to such PCI-DSS Information and Passport shall not be required to disclose such PCI-DSS Information to Customer. 22.3. Personal Identifiable Information. Personal identifiable information (“PII”) is any representation of information that permits the identity of an individual to whom the information applies to be reasonably determined or inferred by either direct or indirect means. Name, address, social security number, telephone number, or email address directly identify individuals. Docusign Envelope ID: 6A04CA27-7B99-47A0-B80A-2BF194371405 14 Certain data elements—including gender, race, birth date, geographic indicator (such as zip code or postal code), and other descriptors—can be used in conjunction or with other data elements to indirectly id entify individuals. 22.4. Activity Data. Activity Data is any data generated in the providing of services under this Agreement by Passport to Customer and by end users’ interactions with the services or with Passport directly that is not otherwise PCI -DSS information or PII as defined above. Activity Data may include, but is not limited to, user interaction data, geolocation data, opt -in/opt-out status (including compliance logs), purchase and session data, application diagnostic data, service performance da ta, and support data. Data that is derived from Activity Data is also Activity Data. Activity Data is the sole and exclusive property of Pa ssport. Passport grants Customer an irrevocable, royalty -free, non-exclusive, non-assignable, and nontransferable license to Activity Data for the Term to the extent and in the format that Passport chooses in its sole discretion to expose such Activity Data throug h its administrative portal or as otherwise agreed upon with Customer and only for Customer’s internal use in connection with the services provided under this agreement. 23. PUBLICITY; USE OF NAMES AND MARKS. Subject to the provisions of Section 21 (Confidentiality; Trade Secrets), the parties will have the right to publicly disclose that Passport is Customer’s provider of the Passport System as set forth herein by means of, by way of illustration and not limitation, news releases, public announcements, or other forms of publicity. Passport may use the name or marks of Customer , or reference the fact that Customer is a client of Passport, for business development purposes, as part of a portfolio or work, or in an illustrative list of clients. 24. DISPUTE RESOLUTION 24.1. Negotiation. If a dispute arises between or among Passport and Customer arising out of or concerning the meaning or interpretation of this Agreement or the terms or performance of this Agreement (collectively, a “Dispute”), Passport and Customer shall first attempt to settle such Dispute through good faith discussions and negotiations among pri ncipals of each Party authorized to bind each Party. 24.2. Venue; Jurisdiction. Any action or proceeding directly or indirectly arising out of a dispute will be settled exclusively in Winnebago County in the state of Wisconsin and the parties expressly submit to and consent that the courts and authorities of the state of Wisconsin will have exclusive jurisdiction over any such litigation. The parties hereby consent to service, jurisdiction, and venue of such courts for any litigation. 24.3. Governing Law. This Agreement, and any Disputes arising hereunder, shall be governed, interpreted, construed, and enforced in all respects in accordance with the laws of the State of Wisconsin, excluding its conflict of laws rules. 25. GENERAL PROVISIONS. 25.1. Complete Agreement. This Agreement is intended as the complete, final, and exclusive statement of the terms of the agreement between the parties regarding the subject matter hereof and supersedes all other prior or contemporaneous agreements or understandings, whether written or oral, between them relating to the subject matter hereof. No amendment to, or modification of, this Agreement shall be binding unless in writing and signed by a duly authorized representative of both par ties. Each Party expressly acknowledges that there are no warranties, representations, covenants, or understandings of any kind, manner, or description whatsoever by either Party to the other except as expressly set forth in this Agreement. 25.2. No Waiver. Failure by either Party to insist upon or enforce strict performance of any provision of this Agreement or to exercise any rights or remedies under this Agreement will not be construed or deemed as a waiver or relinquishment to a ny extent of such Party’s right to assert or rely upon any such provisions, ri ghts, or remedies in that or any other instance; rather, the same will be and will remain in full force and effect. Any waiver by either Party of its rights under this Agreement must be in writing and signed by a duly authorized representative of the waiving Party. 25.3. Assignment. This Agreement and all of its provisions will be binding upon and inure to the benefit of the parties and their respective permitted successors and assignees. Neither Passport nor Customer may assign any rights, interests, or obligations hereunder without prior written consent of the other Party, provided, however, that Passport may, without such written consent, assign this Agreement and its rights and delegate its obligations hereunder in connection with the transfer or sale of all or substantially all of its assets or business related to this Agreement, or in the event of its merger, consolidation, chang e in control or similar transaction. Any permitted assignee shall assume all assigned obligations of its assignor under this agreement. Any purported assignment in violation of this section shall be void and of no effect. 25.4. Construction. The language of all parts of this Agreement will in all cases be construed as a whole, according to its fair meaning, and not strictly for or against either of the parties. Headings of paragraphs herein are for convenienc e of Docusign Envelope ID: 6A04CA27-7B99-47A0-B80A-2BF194371405 15 reference only and are without substantive significance. No rule of law that requires that any part of the Agreement be construed against the Party drafting the language will be used in interpreting this Agreement. 25.5. Severability. In the event that any provision of this Agreement is determined by a court of competent jurisdiction to be illegal, invalid, or unenforceable, (a) the Parties shall amend the pertinent provision(s) to reflect as nearly as poss ible the original intentions of the Parties, and (b) the remaining terms, provis ions, covenants and restrictions of this Agreement shall remain in full force and effect. 25.6. Relationship of Parties. The Parties expressly understand and agree that each Party is an independent contractor in the performance of each and every part of this Ag reement and is solely responsible for all of its employees and agents and its labor costs and expenses arising in connection therewith. Further, neither Party, by virtue of this Agreement , will have any right, power, or authority to act or create any obligation, expressed or implied, on behalf of the other Party. 25.7. No Third Party Beneficiaries. This Agreement is made for the benefit of Passport and Customer and not for the benefit of any third parties. 25.8. Notices. All notices or other communications required or permitted to be made or given hereunder by one Party to the other Party shall be in writing and shall be deemed to have been given: (a) when hand delivered; (b) on the third (3r d) business day after the day of deposit in the United States mail when se nt by certified mail, postage prepaid and return receipt requested; or (c) on the next business day after the day of deposit with reputable overnight delivery service. Such notices shall be sent to the address set forth below, or at such other addresses a s may hereafter be furnished in writing by either Party to the other Party specifically as the Party’s replacement address for notice under this Agreement. If to Passport: If to Customer: Passport Labs, Inc. 128 S. Tryon St., Suite 1000 Charlotte, NC 28202 Fax: (888) 804-1783 sales@passportinc.com Attn: CRO With a hard copy to General Counsel and by email to legal@passportinc.com City of Oshkosh Wisconsin 215 Church Avenue Oshkosh, Wisconsin 54901 tneumann@oshkoshwi.gov Attn: Tony Neumann 25.9. Force Majeure. If the performance of this Agreement or of any obligation hereunder is interfered with by reason of any circumstances beyond the reasonable control of the Party affected, including, by way of illustration and not limitation, fire, explosion, power failure, acts of God, war, revolution, epidemic, pandemic, or other public health concern, civil commotion, acts of public enemies, cybersecurity incident, any law, order, regulation, ordinance, executive order, or requirement of any gove rnment or legal body, delays or omissions attributable to third-party vendors, suppliers, or integration partners, or labor unrest, including, without limitation, strikes, slowdowns, picketing, or boycotts, then the Party affected shall be excused from such performance on a day-to-day basis to the extent of such interference (and the other Party shall likewise be excused from performance of its obligations on a day-to-day basis to the extent such Party’s obligations are contingent on the performance so interfered with); provided that the Party so affected shall use reasonable efforts to remove such causes of nonperformance. 25.10. Survival of Obligations. All rights and obligations of the parties under this Agreement, including, without limitation, those contained in the confidentiality provisions herein, which by their nature would continue beyond the termination or expiration of this Agreement, shall survive termination or expiration of this Agreement and shall remain in full force and ef fect between the parties. 25.11. Counterparts. This Agreement may be executed in several counterparts, each of which when executed and delivered shall be deemed an original and each of which alone and all of which together shall constitute one and the same instrument. Facsimile signatures (or signatures in a .pdf or similar copy of the original) or electronic signatures shall be treated as original signatures for the purpose of enforcing this Agreement. Any signature delivered by a Party by facsimile transmissio n or electronic delivery shall be deemed to be an original signature hereto. Docusign Envelope ID: 6A04CA27-7B99-47A0-B80A-2BF194371405 Statement of Work City of Oshkosh,WI November 7th,2024 Disclaimer Project Overview Statement of Work Configurations Payment Gateway and Merchant Solutions Passport Payments Tokenization,Authorization,and Capture Settlement Remittance Reporting &Reconciliation Dispute Management Citation Management Product Passport Portal Back-Office Legacy Citation Import OpsMan Mobile Monitoring and Issuance Application Citation Lifecycle Citation Payment and Adjudication Online Branding Payments Administrative Reviews Circuit Court Review In-Office Telephone Payment Plans Citation Escalation Procedure Automatic Notice Letter Sending Registered Owner Information Lookup Vehicle Registration Holds Handheld Enforcement Hardware Monitoring and Issuance Devices Issuance Printers CONFIDENTIAL AND PROPRIETARY. ©2024 Passport.All rights reserved.1 Docusign Envelope ID: 6A04CA27-7B99-47A0-B80A-2BF194371405 Custom Citation Issuance Paper Digital Permits Product Passport Portal Manage Permits Issue Permits Approval Queue Reporting End-User Customer Portal Branding Dashboard Application Workflow Manage Permit Manage Account License Plate Recognition Overview Genetec AutoVu SharpZ3 Camera Components Hardware and Installation Genetec Security Center Software Genetec City Patroller Software LPR System Functionality Future LPR Vehicle Installations System Training Custom Configurations and Integrations Genetec Vehicle License Plate Recognition System Integration Tyler Technologies Munis Cashiering Integration Wisconsin Department of Transportation Registration Holds WI TRIP Integration Overnight Parking Requests Physical Permits Leased Parking Stalls Additional Changes Not Listed in Statement of Work Assumptions &Notes Project Change Request CONFIDENTIAL AND PROPRIETARY. ©2024 Passport.All rights reserved.2 Docusign Envelope ID: 6A04CA27-7B99-47A0-B80A-2BF194371405 Disclaimer This Statement of Work contains proprietary and confidential information to Passport Labs,Inc. (“Passport”)and shall not be disclosed or used for any purpose other than those described herein.Any other disclosure or use of this document,in whole or in part,without permission from Passport is prohibited. Project Overview Passport will transition the City of Oshkosh,WI (“Client”)from its current parking enforcement and permitting system to Passport’s parking enforcement and digital permitting system. Passport’s parking enforcement and digital permitting system comprises a back-office system, Passport Portal (“Portal”),and online end-user portals. All online-based parking citation and digital permit payments completed through Passport’s web portals will be processed through Passport Payments. Additionally,Passport will work with Minuteman to provide the Client with Genetec’s AutoVu Automated License Plate Recognition system (“LPR system”).Passport will integrate with the LPR system to provide the following functionality through the LPR system: ●Monitoring Passport digital permits ●Transferring violation data and images from the LPR system to Passport’s OpsMan Mobile issuance application Passport understands that the Client enforces certain parking rights privileges through parking permits or time-based parking.The Client understands that time-based parking is monitored and enforced through digital chalking marks and that Passport and the LPR system do not share chalking marks amongst each other. CONFIDENTIAL AND PROPRIETARY. ©2024 Passport.All rights reserved.3 Docusign Envelope ID: 6A04CA27-7B99-47A0-B80A-2BF194371405 Statement of Work Configurations Payment Gateway and Merchant Solutions Passport will provide Payment Gateway and Merchant Solutions (“PGMS”)services for online citation and digital permit payments directly to the Client,eliminating the need for an external provider.Passport will act as the Merchant of Record for transaction processing.All transactions will be processed via Passport’s Payment Gateway and Merchant Processing services. Passport will enable the following card types to be used by all integrated applications. ●Visa ●Mastercard ●Discover ●American Express The Client will pay all gateway and merchant processing fees outlined in the contract. Passport Payments Passport Payments contains the following components: Tokenization,Authorization,and Capture The gateway’s function is to tokenize the cardholder’s information for secure processing and storage within Passport.The gateway will also authorize the card with the card brands to ensure it can be used for payment.At the gateway cutoff time,all captured transactions are submitted for settlement by the processor. Settlement Settlement is the process of moving funds from the cardholder’s card-issuing bank account to the merchant’s account.It takes 2-3 business days to complete. Passport provides net settlement,which means Passport will calculate the total credit and debit card proceeds less Passport merchant processing fees,refunds,and any adjustments,such as chargebacks.When possible,Passport will net out transaction fees from the settlement as well so that the Client does not need to receive a separate invoice for those fees. CONFIDENTIAL AND PROPRIETARY. ©2024 Passport.All rights reserved.4 Docusign Envelope ID: 6A04CA27-7B99-47A0-B80A-2BF194371405 Remittance Funds will be remitted to the Client,less the gateway,merchant processing,and transaction fees,on a daily basis with a daily settlement cutoff time of 11:59:59pm local standard time.The Client will provide Passport with remittance account information for each product line. The Client understands that Passport will invoice the Client monthly for any fees not captured in the daily net remittance,such as letter-sending fees. Please see below for an overview of the settlement timing based on the activity day: Activity Day Settlement File Funds remitted to Client’s Bank Account Monday Tuesday Thursday Tuesday Wednesday Friday Wednesday Thursday Saturday Thursday Friday Tuesday Friday Saturday Wednesday Saturday Sunday Wednesday Sunday Monday Wednesday Reporting &Reconciliation Passport Portal merges source settlement data pulled in from the Passport payment platform with session activity.The output is a robust set of financial and management reports that streamlines reconciliation,revenue recognition,and dispute management activities.Portal reporting capabilities include: ●Settlement Period Summary ●Transaction Reporting by Settlement Schedule ●Dispute Reporting CONFIDENTIAL AND PROPRIETARY. ©2024 Passport.All rights reserved.5 Docusign Envelope ID: 6A04CA27-7B99-47A0-B80A-2BF194371405 Dispute Management Disputes occur when a cardholder or financial institution disputes a purchase made on their card or when proper acceptance and authorization were not obtained.Once the card network accepts the dispute,it becomes a chargeback. The Client can access reporting on chargebacks as they are received from the card networks in Portal,and will be notified of new chargebacks via email to specified accounts.The Client may choose to respond to chargebacks with compelling evidence to try to get the chargeback reversed.Compelling evidence can be submitted to payments@passportinc.com within 7 calendar days of the “Processed Date”shown in Portal to have this case considered for reversal.The card networks make all final decisions,and Passport reserves the right to decide if the evidence is sufficient for consideration by the card networks. Passport also offers chargeback management automation tools that the Client may choose to leverage.With chargeback automation enabled,the payment status associated with a permit or citation will automatically be reverted to “Unpaid”when a chargeback is received,allowing applicable escalation and collection processes associated with the Client’s operations to proceed. Citation Management Product Passport Portal Back-Office Passport will provide the Client with direct access to its cloud hosted back-office system, Passport Portal,which will enable daily operations management of reporting,citation management,payment tracking,and auditing. Passport Portal includes the following Citation Management Product functionality: ●Fully hosted by Passport cloud services. ●Secured Access with user specific login credentials and custom privileges per user. ○There is not a cap on the number of users that can be set up. ●Real-time aggregator of citation data from Passport’s Android issuance application, OpsMan Mobile ●Voids ●Refunds /Reversals ●Escalation Schedule Resets ●On-Demand Letter Generation for staff use ●Officer activity logging CONFIDENTIAL AND PROPRIETARY. ©2024 Passport.All rights reserved.6 Docusign Envelope ID: 6A04CA27-7B99-47A0-B80A-2BF194371405 ●Supports and provides maintenance/edits for the following data upon proper user permissions being set: ○Violation Date ○Violation Time ○Violation Type ○Zone /Location ○Space Number ○License Plate Number ○Vehicle Identification Number ○License Plate State ○License Plate Type ○Vehicle Type ○Vehicle Color ○Vehicle Make ○Vehicle Model ○Violator First Name ○Violator Last Name ○Violator Birthday ○Violator Email Address ○Violator Address ○Custom Fields that are set up specifically for the Client ○Violation Amount Due ○Violation Escalation Schedule Start Date ●Access to on-demand Reporting tools,including: ○Violation Summary Report (by Officer,Area,Location) ○Violation Detail Print-Out (with photo images) ○Voided Reason Report ○Officer Activity Log ○Officer Productivity ○Violation Print-Out Report ○Hot List (boot and tow eligible)of Vehicles ○Disposition Code Report ○Citation Audit Trail ○Open Appeals Report ○Appeal Disposition Summary Report ○Closed Appeal report ●Online user knowledge base ●Manual citation entry for handwritten violations by Client staff CONFIDENTIAL AND PROPRIETARY. ©2024 Passport.All rights reserved.7 Docusign Envelope ID: 6A04CA27-7B99-47A0-B80A-2BF194371405 ●Manual appeal recording by Client staff ●Audit Trail for citation processing and specific activities ●Scofflaw listing generation for delivery to the OpsMan Mobile issuance application and the Genetec License Plate Recognition system. ○The scofflaw list of eligible license plate numbers will be delivered to Genetec’s system via Secure File Transfer Protocol (“SFTP”)on a daily basis ●In-office Payment Acceptance ○Passport does not accept in-person credit card payments ■All in-person credit card payments need to be done online through the Passport Portal after being processed through an external system ○Passport will not integrate with a cash draw or check reader ■Any cash payments will need to be manually logged in Passport Portal after being processed through an external system ■Any check payments will need to be manually logged in Passport Portal after being processed through an external system Legacy Citation Import Passport will import the legacy citation data that is available from the Client’s existing enforcement provider into its system.Passport will work with the Client to determine what information needs to be migrated over from the existing provider ’s system in advance of the actual import.A sample set of data will be provided to Passport by the Client so that we can begin mapping the data points that will be provided to Passport for the full import. Passport will provide the Client with its template import files that can be used to verify the availability of specific data. The Client will resolve any open adjudicated citations prior to the full import. Passport will plan to import no more than 40,000 citations. OpsMan Mobile Monitoring and Issuance Application Passport will deliver the monitoring and issuance application,OpsMan Mobile,to the Client to be used in conjunction with the monitoring and issuance devices the Client secures.Passport’s OpsMan Mobile is an Android application that provides the following functionality: ●Secured permission-based access for application functionality. ●Seamless workflow for entering the required key data for each citation. ●Real-time citation issuance and back-office system upload for all violations ●Real-time warning issuance and back-office system upload for all warnings CONFIDENTIAL AND PROPRIETARY. ©2024 Passport.All rights reserved.8 Docusign Envelope ID: 6A04CA27-7B99-47A0-B80A-2BF194371405 ●Real-time scofflaw indication notifications ●Real-time permit indication notifications ●Historical LPN violation issuance history notifications ●Offline citation and warning issuance with automatic data upload upon reconnection ●Time limit marking (electronic chalking) ○One vehicle tire stem marking functionality ○Capability to print chalking marks on overtime violations.Stem value positioning marks are not able to be printed on the citation ●Parking enforcement officer notes with the ability to print or not print the notes on the citations.Regardless of printing,all notes are available in the back-office ●Citation reprints ●Real-time citation voiding capabilities ●Last second citation data input verification ●Last second payment verification before issuance ●Barcode printing ●Violation cost increases for late penalties based on a set schedule ●Color photographs that are electronically attached to each violation Citation Lifecycle After a citation has been issued,the citation can be either paid or appealed before the citation begins to escalate in price after a certain number of calendar days of no action from the violator. Please see below for a dedicated overview of each of these scenarios. Citation Payment and Adjudication Online Passport will provide a mobile-friendly,Client-branded end-user portal that allows violators to search for and pay their citations online and/or adjudicate their citation(s).The web portal will be visually configured to match the Client's colors and logo preference. Branding The Client may customize the following for their payment portal: ●Logo:The Client must provide a JPEG (or similar format)of their logo ●One primary color should be defined by the Client ○Primary color is used for buttons and links and it is also applied to illustrations so it must be AA WCAG compliant. CONFIDENTIAL AND PROPRIETARY. ©2024 Passport.All rights reserved.9 Docusign Envelope ID: 6A04CA27-7B99-47A0-B80A-2BF194371405 ●The secondary color is derived from the primary color automatically to meet accessibility standards ●Subdomain:The URL for payment portal will be <subdomain>.rmcpay.com Payments The web portal provides the following search and payment functionality:. ●Search by Citation Number,License Plate Number or VIN ○Citation status indication is provided as well as full details on the specific citation ○External Note(s)and Photographic Evidence is provided to the violator for each citation viewed ○Payment capabilities ●Online Payment Capabilities ○Shopping cart style feature to allow single or multiple citations to be paid in one transaction ○Credit or Debit Card payment acceptance ○Email notification to the payer of payment The Client will be responsible for processing mailed-in,walk in,and after hours drop box payments and marking the citations as paid within Portal. Administrative Reviews The web portal provides the following search and appeal functionality: ●Search by Citation Number,License Plate Number or VIN ●Review the corresponding violation information such as date/time,description,amount, and supporting photo evidence ●Online appeal submission ●Evidence upload capabilities ○Photographic ○Text ●Email notification to appellant of appeal submission All submitted administrative reviews will be accessed and reviewed via Portal.Permitted Portal users will be provided with the ability to approve or deny an administrative review request via the web based interface.The administrative review process provides one level of review and approval. CONFIDENTIAL AND PROPRIETARY. ©2024 Passport.All rights reserved.10 Docusign Envelope ID: 6A04CA27-7B99-47A0-B80A-2BF194371405 After a citation has been submitted for an appeal,that citation’s escalation schedule will pause until a decision has been made on the appeal.Once a decision has been made,the citation will resume its escalation schedule. Passport will ensure that a citation cannot be appealed if it has been either paid or if the citation has aged past thirty (30)calendar days.In addition,Passport will ensure that a citation cannot be appealed more than once in the web portal. Circuit Court Review Passport also understands that a violator may request a second review with the Circuit Court if the violator is found liable after their administrative review.The second review request will occur outside of Passport’s system.The Client will manually update Portal with any results or information received from the Circuit Court as a result of the second review. In-Office Passport understands that the Client uses the Tyler Munis cashiering system to process in-person citation and permit payments.For additional information on reconciling citation and permit payments accepted in-person via the Client’s Tyler Munis system,please see the Tyler Technologies Munis Cashiering Integration information within the Custom Integrations and Configurations section below. Telephone In addition to the online end-user portal,Passport will also provide an Interactive Voice Response (“IVR”)system for accepting violation credit or debit card payments over the phone. ●The IVR system will not accept Administrative Review submissions. Payment Plans Passport understands that the Client offers citation payment plans to its customers.Customers are able to set up a payment plan by calling the Client or visiting the Client in office.If the violator wishes to make a payment the same day as the payment plan setup,then this payment should be processed before the payment plan is set up.The Client will use Portal to search for the relevant violations in the system and select a set of violations to include into the payment plan. Payment plans can be set up based on the following criteria: CONFIDENTIAL AND PROPRIETARY. ©2024 Passport.All rights reserved.11 Docusign Envelope ID: 6A04CA27-7B99-47A0-B80A-2BF194371405 ●Payment Plans can be set up to divide the citation total due “by number of payments”or “by payment amount” ●The Client can determine the first date a payment is due in the payment plan ●No payment is due upon plan initiation ●Apply or waive payment plan fee(s) After a payment plan has been set up,payment plan payments can be accepted through the online web port or in-office. The Client will be able to perform the following actions within Portal to locate or manage the payment plans: ●Search for payment plans based on the plan contact name,payment plan ID,or payment plan status ●Export details of selected payment plans into a .csv report ●Select multiple payment plans of interest so the Client can navigate to the “Manage Plan”page for individual payment plans After locating a certain payment plan,the Client will be able to perform the following actions from the “Payment Plan”page for an individual payment plan: ●Cancel a payment plan or put a payment plan on hold ○The Client will be required to enter a reason when putting a payment plan on hold ●Edit contact information of the violator on a payment plan ●Manage letters sent to the violator on a payment plan Additional functionality that the Client can take advantage of includes the following: ●A violation within a payment plan that is voided will cause the payment plan to recalculate as the voided violation is removed from the plan. ●The payment will recalculate if an adjustment is made to one of the violations within the plan. ●If a violation is paid through the RMCPay site,then the plan amount will recalculate to consider this. ●If a previously marked payment is reversed,then the plan will recalculate to consider this. All citations included in a payment plan cannot be appealed. Citation Escalation Procedure Passport will configure citations to escalate according to the following schedule automatically: CONFIDENTIAL AND PROPRIETARY. ©2024 Passport.All rights reserved.12 Docusign Envelope ID: 6A04CA27-7B99-47A0-B80A-2BF194371405 Violation Type Initial Fee Citation Amount Due After 1st Escalation (after 10 days unpaid) Citation Amount Due After 2nd Escalation (after 30 days unpaid) No Parking 2am-5am $30 $45 $65 Parked on Private Property $30 $45 $65 Prohibited Parking (Signed)$30 $45 $65 Unauthorized Use of Permit/Leased Stall $30 $45 $65 Overtime Parking Violation $20 $35 $55 Failure to Properly Display Permit $20 $35 $55 Fraudulent Use of Parking Permit $50 $65 $85 Disabled Parking Violation $250 $265 $285 Fire Lanes $50 $65 $85 Other Violations $30 $45 $65 Passport understands that the Client may further change the initial citation fine amounts as well as subsequent citation fine amounts in the future or add or remove violation types.Passport will accommodate these changes in the future,but must be provided advanced notice to ensure that the Client’s changes can be accommodated. Automatic Notice Letter Sending Passport has out-of-the box capability to template,produce and send physical letters via USPS based on configured criteria. Passport will configure the automated letter production and sending system for the Client to automatically send physical letters to those violators who have not paid their citations by the eleventh (11)and twenty-first (21st)calendar day post citation issuance. CONFIDENTIAL AND PROPRIETARY. ©2024 Passport.All rights reserved.13 Docusign Envelope ID: 6A04CA27-7B99-47A0-B80A-2BF194371405 Passport will work with the Client during implementation to set up letter templates and sending requirements. Passport will leverage email communications for other customer communications,such as: ●Citation receipts ●Appeal responses Registered Owner Information Lookup Passport will provide registered owner lookup services to the City via TLO.TLO provides registered owner lookups based on Passport providing TLO with license plate information. Registered owner information provided by TLO will be pulled for each individual citation one day after the citation is issued.The registered owner information will be used to populate a late payment notice to the violator if they have not paid or appealed their violation within a certain amount of days post issuance. The registered owner information will be able to be viewed within OpsMan for each issued citation if TLO provides the registered owner information back to Passport. Please note that lookup success rates vary based on the variance of data available in the unique DMV systems. This means that some lookups will fail based on missing correlating DMV data.This is not something that Passport can remedy or be held accountable for. Vehicle Registration Holds For additional details on the registration hold process,please see the Wisconsin Department of Transportation Registration Holds within the Custom Integrations and Configurations section below. Handheld Enforcement Hardware Monitoring and Issuance Devices Passport understands the Client has obtained their own Android-based devices for the purpose of monitoring enforcement activities and issuing citations through the OpsMan Mobile issuance application. CONFIDENTIAL AND PROPRIETARY. ©2024 Passport.All rights reserved.14 Docusign Envelope ID: 6A04CA27-7B99-47A0-B80A-2BF194371405 The Client is responsible for maintaining and paying for the data plan associated with the device. Issuance Printers ●Passport will secure,configure,and deliver ten (10)Zebra Thermal ZQ320 wireless bluetooth printers ○Each printer will come with the following accessories: ■One (1)Printer ■One (1)Power Supply Plug ■One (1)Shoulder Strap ■One (1)Roll Blank Paper ○While Passport will provide the printers to the Client,the Client will be invoiced at the price listed in the contract terms ○Any subsequent printers secured,configured,and delivered to the Client will be invoiced at the price listed in the contract terms Custom Citation Issuance Paper ●Passport will customize the front of the citation to include the Client’s name,the online payment portal website,the required values/fields for printing,the layout,barcodes,and other stylistic requirements ●The Client may choose to customize the back of the citation,including information related to payment options,the boot/tow process and the appeals process ●Passport will work with the Client to create the digital proof of the citation paper. Passport will place the initial order and all subsequent orders for paper.Passport will not order paper unless they are provided with written approval from the Client ○Paper cost and inventory tracking will be the Client’s responsibility ○Paper orders take 4-5 weeks to process for both initial orders and subsequent orders.This cannot be expedited ○The price per roll for custom paper is dependent on the quantity ordered.Pricing is subject to change due to variable rates from the 3rd Party vendor. Digital Permits Product Passport Portal Passport will provide the Client with direct access to its back-office,Passport Portal,that allows permit system administrators to manage their entire permit system,including the approval queue,waitlists,and reports.The back office,Passport Portal,also allows administrators to manage customer accounts and issue permits. CONFIDENTIAL AND PROPRIETARY. ©2024 Passport.All rights reserved.15 Docusign Envelope ID: 6A04CA27-7B99-47A0-B80A-2BF194371405 Manage Permits Manage permits functions as a search user interface to quickly search for a specific permit and then take an action: Core functionality includes: ○Viewing a permit’s status and general details ○View and add notes to a permit ○View the historical actions taken on a permit ○View the user associated with the permit ○View the payment history of the permit ○Email or print previous receipts ○Edit unrestricted Permit details ○Update the status of a permit:suspend,unsuspend,or cancel ○Renew and apply payments to permits ○Passport does not accept in-person credit card payments. ■All in-person credit card payments need to be done online through the Passport Portal after being processed through an external system. ○Passport will not integrate with a cash draw or check reader ●Any cash payments will need to be manually logged in Passport Portal after being processed through an external system. ●Any check payments will need to be manually logged in Passport Portal after being processed through an external system. Issue Permits Issue permits functions as a quick action drawer user interface to manually issue permits through the back-office system. Core functionality Includes: ●Waitlist /limit information ●Outstanding citation check warning against the LPN ●Eligibility requirement and document submission override ●Support address first issuance Approval Queue The approval queue functions as a single first in,first out list with searching capabilities. Individual applications can be inspected via a drawer user interface within the same page. Relevant Search and Filtering capability is also provided. CONFIDENTIAL AND PROPRIETARY. ©2024 Passport.All rights reserved.16 Docusign Envelope ID: 6A04CA27-7B99-47A0-B80A-2BF194371405 The approval queue can be filtered between three separate sections: ●New permits ●Change requests ●Needs more information Approving or rejecting a permit application can be completed from the inspection view, progressively over the list order or in bulk from the main list view. Core functionality includes: ●Inspect,approve or reject applications ●Set aside permits for manual follow-up a la Needs More Information ●Separate change requests from new permit applications Reporting Reports are made available within the Passport portal.All reports are presented as a list with the ability to filter for reports.The digital permits product has three core reports available: ●Exportable permit payment and refund report ○All cashflow shown in one report. ○Allows filtering by date range ●Exportable permit zone report ○Allows filtering by zone,status,and/or date range. ●Exportable permit detail report ○Allows filtering by type,cycle,status,and/or date range. End-User Customer Portal Passport will provide the Client with a web-based portal that is publicly accessible and allows permit applicants/holders to apply,purchase,and manage their permit(s).The permit portal will be accessible online at a white-labeled domain name determined by Passport with feedback provided by the Client. Branding The Client may customize the following for their customer portal: ●Logo ○The Client must provide a JPEG (or similar format)of their logo ●One primary color should be defined by the Client CONFIDENTIAL AND PROPRIETARY. ©2024 Passport.All rights reserved.17 Docusign Envelope ID: 6A04CA27-7B99-47A0-B80A-2BF194371405 ○Primary color is used for buttons and links and it is also applied to illustrations so it must be AA WCAG compliant. ●The secondary color is derived from the primary color automatically to meet accessibility standards ●Subdomain ○The URL for customer portal will be <subdomain>.cmrpay.com/permits Dashboard The Permit Dashboard view is a highly stylized list view user interface with added quick navigation for using link codes or applying for new permits.The dashboard view separates saved applications from those fully submitted which constitute true permits.Individual applications or permits each have their own call to acts for provided actions,such as navigation into permit management or removing a saved application. Core functionality includes: ●Permit linking quick navigation ●Apply for Permits quick navigation ○Special rate permits,like senior citizen permits,will be offered at their correct rates. ●View list of saved applications ●Remove or re-enter application flow ●View list of permits ●Enter manage permits flow ●View general permit data,such as permit number,type,valid location (zone),hours (if applicable),status,and valid dates Application Workflow Permit applications function as a stepped,progressive series of data collection covering all information required of the applicant.Two application process flows are supported ●Basic ○The Basic flow allows open selection and application for any permit type, regardless of eligibility. ○All applications are started from the dashboard via selecting a permit type. ●Residential ○The Residential flow requires applicants to input an address which acts to filter all permit type selections down to only those available to the applicant. CONFIDENTIAL AND PROPRIETARY. ©2024 Passport.All rights reserved.18 Docusign Envelope ID: 6A04CA27-7B99-47A0-B80A-2BF194371405 The Client will utilize the Residential flow for its residential parking program and will be required to provide Passport with a full list of Client addresses. Core functionality includes: ●Residential eligibility based address first optimized flow ●Ad hoc custom fields for required vehicle or permit holder /applicant information ●Requirement validation on input fields ●Proof of Eligibility document upload ○Proof of residency,such as a current utility bill,current notarized affidavit of the landlord,auto registration cards or deed in the name of the permittee and showing the address within the controlled parking area. ○Current vehicle registration ●Saving and deleting in-progress applications ●Configurable location information and hours ●Summary view of application details is always in view and updates step by step. ●Client contact information footer ●Reference links (Client Configurable FAQs,Passport Terms of Service,Privacy Policy,& Cookies Policy)footer Manage Permit Manage Permits functions as a tabbed detail view which transitions into forms for edits allowing users to view and manage individual aspects of a permit via the following tabs: ●Permit details /status ●Permit Holder Information ●Vehicle Information ●Payment History ●Auto-Renew Setup Core functionality includes: ●Permit details:view general details and call to act to manually renew if eligible ●Permit holder Information:view /edit all fields related to the permit holder ●Vehicle Holder Information:view /edit all fields related to a vehicle,add and remove vehicles ●Payment History:view all previous payments and refunds toward the individual permit as well as downloading payment receipts. CONFIDENTIAL AND PROPRIETARY. ©2024 Passport.All rights reserved.19 Docusign Envelope ID: 6A04CA27-7B99-47A0-B80A-2BF194371405 ●Auto-Renew Setup:setup or change the current configuration for auto-renew.Includes defining the credit card to bill &user ability to define the billing date (from an operator configured range). Manage Account Manage Account functions as a tabbed detail view which transitions into forms for edits allowing users to view and manage information related to their user account for customer portal via the following tabs: ●Profile ●Payment Methods ●Payment History Core functionality includes: ●Profile includes optional user name,address,and telephone number as well as the email and password used for login. ○Password changes can be executed in the profile section. ●Payment Methods includes all credit cards saved by the user with the ability to add and remove credit cards. ●Payment History includes all payments and refunds made by the user historically, regardless of the permit or card,with the ability to download payment receipts. License Plate Recognition The Genetec LPR system,supported by Minuteman,is a third-party solution that Passport integrates with to provide the functionality listed below.Genetec may build new or enhanced features;however,these features,if available,may not be supported by Passport directly and must function independently in the Genetec LPR system without additional integrations with Passport unless explicitly listed in this statement of work.All support requests or feature requests should be sent to Minuteman. Passport integration with the LPR system will provide the following functionality through the LPR system: ●Monitor Passport Digital Permits ●Transfer citation data and images from the LPR system to the OpsMan Mobile issuance application CONFIDENTIAL AND PROPRIETARY. ©2024 Passport.All rights reserved.20 Docusign Envelope ID: 6A04CA27-7B99-47A0-B80A-2BF194371405 Overview The LPR system will be licensed for installation on two (2)ruggedized in-vehicle computer(s)to be used in conjunction with the Client’s soon to be purchased AutoVu SharpZ3 Cameras. Genetec AutoVu SharpZ3 Camera Components Hardware and Installation The AutoVu SharpZ3 camera components are the license plate recognition cameras that capture vehicle plates and send the data to Patroller or Security Center to verify against certain vehicle lists. The installation of the camera hardware will be completed on two (2)Client provided vehicles by Minuteman. The AutoVu SharpZ3 camera bundle will be installed on the roof of the vehicle in front of any lightbar.There should not be a sunroof on the vehicle’s roof. Possible locations for the installation of the AutoVu LPR Processing Unit are listed below: ●The trunk of the vehicle ●Behind the back seat of the driver or passengers seats The Client will use the LPR system on a vehicle that has yet to be secured by the Client.The Client will provide Passport with the vehicle information as soon as they move forward with purchasing a vehicle. Genetec Security Center Software Security Center seamlessly integrates with the AutoVu Sharp camera and City Patroller components to provide advanced data mining and reporting through Genetec’s Security Desk user interface.The user can use Security Desk to generate a variety of LPR reports.The reports results can be filtered based on date,time,patrolling unit,type of hit,and more. Please note that Genetec’s Security Center software is completely separate from Passport’s back-office software system.This means that no data from the LPR system will flow into Passport’s back-office system. Genetec City Patroller Software City Patroller is the AutoVu software application that is installed on the ruggedized in-vehicle computer. CONFIDENTIAL AND PROPRIETARY. ©2024 Passport.All rights reserved.21 Docusign Envelope ID: 6A04CA27-7B99-47A0-B80A-2BF194371405 City Patroller will be used to do the following: ●Verify license plate reads from the AutoVu SharpZ3 cameras against certain vehicle lists ●Alert the vehicle driver of hits so that subsequent actions can be performed ●Collect data from time-limited parking enforcement LPR System Functionality The LPR system allows the enforcement officer to manually select the enforcement zone or time-limited parking restrictions to be enforced in a parking zone.In concert with the monitoring and issuance handhelds utilizing OpsMan Mobile and the wireless bluetooth printers,the following workflow and features are available from the LPR system: ●Genetec Patroller will be installed in an enforcement vehicle and connected to the internet. ●Valid parking rights are sent to the in-vehicle Patroller software on a regular basis which keeps the device up to date of all active parking sessions so incorrect citations are not issued. ●The driver selects the zone in Patroller to start monitoring. ○Please note that Genetec AutoVu does have the ability to geolocate zones if the location of those zones is set up in Security Center. ○This capability exists entirely within the Genetec system and is outside of Passport’s system or control. ●As the enforcement vehicle drives a lot or street,the license plate of the parked vehicle is read by the SharpZ3 cameras and sent to the Patroller application. ○Genetec Patroller will then compare the read to the certain list of vehicle parking rights. ○A hit alarm will trigger within Patroller when a sighting of a license plate number does not match a valid parking right or highlights a time-limited infraction. ■AutoVu allows the driver to simultaneously enforce against parking rights and time-limited parking restrictions. ■At this point,the officer in the vehicle can choose to enforce the hit.They can choose to enforce the hit outside of Passport’s system using their current citation issuing methods. ○If a valid parking right is available for the read,then the LPR system will continue to the next vehicle. ■Please note that AutoVu is unable to enforce time-limited parking restrictions for a vehicle that has a valid parking right.In other words,if a CONFIDENTIAL AND PROPRIETARY. ©2024 Passport.All rights reserved.22 Docusign Envelope ID: 6A04CA27-7B99-47A0-B80A-2BF194371405 vehicle has a valid parking right,then the LPR system will not be able to chalk that vehicle. ●If a hit is located,then the officer will stop to write the citation. Future LPR Vehicle Installations If the Client elects to purchase a new vehicle to be used with the LPR system and has purchased a new LPR bundle,then the Client shall inform Passport of the vehicle type,make, model and planned equipment to be installed on or inside the vehicle. Passport will then work with the Client to confirm that the LPR system software and hardware will be able to be successfully installed within the vehicle prior to the actual installation of the LPR software and hardware. Passport will provide the Client with all equipment specification sheets and installation requirements to allow the Client to select a vehicle compliant with the LPR system. System Training Once a majority of the project milestones have been completed and the target launch date is confirmed,Passport will work with the Client to set-up the remote web-based training plan. Passport will assist the Client with determining who should be involved in the training sessions and when they should occur from a scheduling perspective around the target go-live date. Passport will host a 1-hour training session with any Client employees who will interact with the new Passport Operating System.Passport recommends that all parking staff,anyone responsible for the adjudication of parking citations,Client accountants,and enforcement managers be present for training.Passport will work with the Client if additional training sessions are required. All training is done via a “Train the Trainer”method,equipping each person present with the tools and knowledge to train their teams now and in the future. CONFIDENTIAL AND PROPRIETARY. ©2024 Passport.All rights reserved.23 Docusign Envelope ID: 6A04CA27-7B99-47A0-B80A-2BF194371405 Custom Configurations and Integrations Genetec Vehicle License Plate Recognition System Integration Passport will work with the Client,Minuteman,and Genetec to integrate Passport’s system with the Genetec vehicle-based license plate recognition system for the purposes of monitoring parking rights and scofflaw vehicles as well as implementing a transfer protocol of violation details from the vehicle based license plate recognition system to the OpsMan Mobile application for efficient citation issuance. Tyler Technologies Munis Cashiering Integration Passport will integrate with Munis to provide the Client with payment reconciliation for citation and permit payments paid in the office through the Tyler Munis system. The Munis system will serve as the front-end collection system and will be responsible for accepting walk in and mail in parking citation and permit payments ●The integration will be executed via an automated file transfer to an SFTP service. ●Passport will send citation and permit payment information that was collected through the online portals to Munis every day. ●In addition Passport will receive updated citation and permit payment information from Munis to reconcile payments processed in Munis. Wisconsin Department of Transportation Registration Holds Passport will enable its Wisconsin vehicle registration hold report,which will allow the Client to see which citations should be sent to the WI DOT for vehicle owner registration holds after thirty (30)calendar days of nonpayment of a citation. The Client will use this report to download an Excel file that the Client can send to the WI DOT for eligible registration holds based on the cited license plate number and related vehicle registered owner. Passport understands that the Client is required to send two (2)unpaid citation notices to the registered owner within twenty-eight (28)days after the citation was issued before the Client can send a vehicle registration hold to the WI DOT. CONFIDENTIAL AND PROPRIETARY. ©2024 Passport.All rights reserved.24 Docusign Envelope ID: 6A04CA27-7B99-47A0-B80A-2BF194371405 WI TRIP Integration Passport will provide the Client with its integration with WI Dept.of Revenue to enable the client to utilize the WI TRIP program.Passport will provide the Client with the paperwork to apply for the WI TRIP program.The Client must complete the application in order for Passport to enable this integration. Overnight Parking Requests Passport understands that the Client allows citizens to request overnight parking from 2:00 AM to 5:00 AM no more than three (3)times in a 30-day period.The Client will continue to manage these requests outside of Passport’s system. Physical Permits Passport understands that certain areas within the Client’s environment will continue to utilize physical permits that are provided outside of Passport’s system.For example,employee permits for the library lot are issued as physical hang-tags.The Client will continue to enforce any physical permits in their environment through visual inspection. Leased Parking Stalls Passport understands that certain spaces in their lots are reserved through lease agreements. The Client will continue to manage any leased parking stalls outside of Passport’s system. Additional Changes Not Listed in Statement of Work The Client understands that if there are any changes or additions requested to the work outlined above,Passport will need to rescope and there may be additional charges the Client will be responsible for. CONFIDENTIAL AND PROPRIETARY. ©2024 Passport.All rights reserved.25 Docusign Envelope ID: 6A04CA27-7B99-47A0-B80A-2BF194371405 Assumptions &Notes Passport will rely upon the concerted engagement,direction,authorization,approvals,or other information provided by the Client’s primary stakeholder and technical teams while performing these services. The Client’s Project Manager and respective team will be responsible for contributing to and reviewing Weekly Status Reports and reporting Project issues. Additional Client responsibilities include: ●Providing operational information promptly ●Providing a list of stakeholders for implementation ●Making a good-faith effort to facilitate the continued progress of the implementation ●Performing user acceptance testing to confirm the accuracy of configured attributes of the system ●Providing written approval on each aspect of the system Deliverables or activities not specifically identified as in scope throughout this document are out of scope unless accompanied by an approved change request form. Project Change Request Project changes may be required to manage unanticipated or new information that may arise during the system's implementation and delivery and impact an existing (or create a new) deliverable,restriction,milestone,or dependency.The project change request process ensures that all parties can track and approve changes appropriately throughout the project. Process 1.A Passport representative will complete a change request form describing the change to be evaluated 2.Passport will perform an impact assessment (cost,schedule,risk,etc.)and provide a recommendation for achieving the Client's objectives based on the change 3.The Client will decide whether or not to proceed with Passport’s recommendation or will suggest an alternative approach 4.If the change request form is approved by the Client and fully executed,it will be incorporated into this statement of work. CONFIDENTIAL AND PROPRIETARY. ©2024 Passport.All rights reserved.26 Docusign Envelope ID: 6A04CA27-7B99-47A0-B80A-2BF194371405 Timeline Effects Upon approval by all parties,the impact assessment associated with such a change request shall augment any prior commitments or estimates of the timeline and pricing in the agreement, which shall no longer apply. Passport will use commercially reasonable efforts to maintain the timeline and cost associated with the agreement,augmented by any and all change request forms approved by all parties. CONFIDENTIAL AND PROPRIETARY. ©2024 Passport.All rights reserved.27 Docusign Envelope ID: 6A04CA27-7B99-47A0-B80A-2BF194371405