Loading...
HomeMy WebLinkAboutPassport Parking Contract Mobile Pay Amendment ORDER FORM This Order Form (the “Order Form”), effective as of March 18, 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 January 24, 2025. 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 conditions applicable to the Products and related services purchased pursuant to the Agreement. PRODUCTS AND SERVICES Mobile Payment for Parking Platform (“MPP”) X Custom-Branded MPP Citation Management Platform (“CMP”) Digital Permits for Parking Platform (“DPP”) License Plate Recognition Platform (“LPR”) II. FEES Products and Services Fee(s) Fee Type(s) Mobile Payment for Parking (“MPP”): Per Transaction MPP Service and License Fee $0.37 Per Transaction1 Maximum Convenience Fee Passed through to Parking Customers $0.37 Per Transaction MPP Merchant Services Fee 2.9% + $0.25 MPP Payment Gateway Fee $0.05 Implementation Fee $1,500.00 III. BILLING INFORMATION Billing Contact Name: Accounts Payable Billing Email Address: ap@oshkoshwi.gov Billing Address: PO Box 1130, Oshkosh, Wisconsin 54903, United States [signature page follows] 1 An MPP “Transaction” is a single parking session lasting less than twenty-four (24) hours in duration. For clarity, a Transaction is the original parking session only and does not include additional extensions of the original parking session. An additional Per Transaction Fee shall apply to each individual extension of the original parking session. Docusign Envelope ID: 3DCF2DFB-C6E2-431E-B64A-7C0414368662 2 IN WITNESS WHEREOF, Passport and Customer have each caused this Order Form to be executed by its duly authorized representatives. City of Oshkosh Wisconsin Passport Labs, Inc. By: [ra78rre_____________________] By: [lkcvs51_____________________] Name: [24ojek8_____________________] Name: [u3457kc_____________________] Title: [1lzhtko_____________________] Title: [a1h1oel_____________________] Date: [043h6b7_________] Date: [1ev110k_________] Docusign Envelope ID: 3DCF2DFB-C6E2-431E-B64A-7C0414368662 3/17/2025 IT Manager Tony Neumann Khristian Gutierrez CEO 3/17/2025 3 SCHEDULE 1 MOBILE PAYMENT FOR PARKING Services: Passport will provide services and license software, including all web and mobile applications and related documentation necessary for Customer to operate a mobile payment for parking program (“MPP”) which allows all parking customers in any parking facilities owned or managed by Customer (the “Premises”) the ability to pay for parking using a smartphone application or mobile web application. Equipment: Passport will provide Customer an initial quantity of signs and decals consistent with Passport’s marketing best practices at no charge to support the implementation of the MPP. Customer will be solely responsible for installing all signs and decals in the Premises. Additional signs and decals shall be charged at Passport’s then -prevailing unit prices. Passport will provide a design file to allow Customer to print replacement signs and decals at no charge. Ancillary Fees: a) Customer will pay a ten dollar ($10) administrative fee in addition to sign and shipping costs per sign for any additional or replacement signs purchased through Passport. b) Customer will pay a one dollar ($1) administrative fee in addition to decal and shipping costs per decal for any additional o r replacement decals purchased through Passport. Third Party Providers: In order to expand the management data available to Customer and to improve access and the user experience for a broader group of individuals wishing to pay for parking and engage in related transactions via channels other than the MPP provided b y Passport, Passport may, at its option, allow the use of third-party provider’s (each a “Third Party Provider”) interfaces for initiating parking transactions or to enhance the mobility experience, including any and all possible methods available to parkers to re quest the right to access and occupy a parking space or otherwise-denominated curb space for any period of time (in accordance with Customer’s applicable rates, rules, ordinances, and regulations). Such interfaces will include, but not be limited to, in -dash vehicle systems, navigation systems (whether in-dash or smartphone-based), business intelligence solutions, and mobile payments for parking applications other than Passport’s MPP (each an “Interface”). Should Passport exercise this option, such Third Party Provider(s) shall contract directly with Passport to establish the int egrations necessary for Passport to facilitate all mobile payments for parking sessions and related transactions for the Third Part y Provider(s) and its end users. The term “facilitate” includes, but is not limited to: (a) all tasks related to parking rights management, including the calculation of parking session prices, (b) the management of rates, rules, and restrictions and zones, spaces, or other units of parking or curbside inventory; (c) transactional reporting; (d) tasks related to transmission of parking rights data to parki ng enforcement systems and any data processing systems; (e) tasks related to refund issuance, parking ru le management, reconciliation of funds, invoicing, and other administrative functions; and (f) all back -office management interfacing necessary to manage the foregoing and all other tasks necessary or desirable for Passport to effectively manage the issuan ce and processing of parking rights on behalf of City (the “Shared Services”). For parking transactions initiated via a Third Party Provider’s Interface, payment processing must be conducted by Passport. Notwithstanding anything to the contrary in the Agreement, Passport may share Operational Data with Third Party Providers to the extent necessary to enable the Shared Services. Customer acknowledges and agrees that a Third Party Provider may configure and control the feature set of its own Interface so long as it is capable of performing the functions required to i nteract with Passport’s platform and execute parking transactions as designated in the scope of work. Customer further acknowledges and agrees that certain data received from Third Party Providers may be more limited than what Passport can provide to Custo mer as Customer’s MPP provider and may need to be provided, if at all, on an aggregated and/or anonymized basis; Passport shall, however, use commercially reasonable efforts to supply such data as may be reasonably requested by Customer for its internal purposes. To utilize the Shared Services, each Third Party Provider will be required to integrate with application programming interfac e endpoints provided by Passport, which cannot be accessed or utilized by such Third Party Provider prior to the execution of a standalone contract with Passport governing the access, use, pricing, disclosure, and governance of the Shared Services consistent with the foregoing paragraphs and as otherwise determined by Passport in its sole discretion. Docusign Envelope ID: 3DCF2DFB-C6E2-431E-B64A-7C0414368662 Statement of Work City of Oshkosh, WI March 12, 2025 Disclaimer Project Overview Statement of Work Configurations Payment Gateway and Merchant Solutions Passport Payments Tokenization, Authorization, and Capture Settlement Remittance Reporting & Reconciliation Dispute Management Passport Parking Passport Parking Application Functionality Passport Portal - Back-Office Passport Parking Parking Session Monitoring and Enforcement Passport Signage and Decals System Training Custom Integrations or Configurations Assumptions & Notes Project Change Request 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. CONFIDENTIAL AND PROPRIETARY. © 2024 Passport. All rights reserved. 1 Docusign Envelope ID: 3DCF2DFB-C6E2-431E-B64A-7C0414368662 Project Overview Passport will provide the City of Oshkosh, WI (“Customer”) with its Passport Parking mobile parking payment application. All mobile parking session payments completed through the Passport Parking mobile application will be processed through Passport Payments. Statement of Work Configurations Payment Gateway and Merchant Solutions Passport will provide its Payment Gateway and Merchant Solution (“PGMS”) for the Passport Parking mobile payment application, eliminating the need for an external provider. Passport will be the merchant of record for the Passport Parking mobile parking payment transactions. All transactions will be processed via Passport’s merchant processing services. Passport will enable the following card types to be used by all integrated applications. ● Visa ● Mastercard ● Discover ● American Express The Customer will pay all gateway and merchant processing fees outlined in the contract. Passport Payments Passport Payments is an extension of Passport’s system and contains the following components: CONFIDENTIAL AND PROPRIETARY. © 2025 Passport. All rights reserved. 2 Docusign Envelope ID: 3DCF2DFB-C6E2-431E-B64A-7C0414368662 Tokenization, Authorization, and Capture The gateway’s function is to tokenize the cardholder’s information for secure processing and storage in Passport’s system. The gateway routes all transactions for authorization to the card brands to ensure they can be used for payments. At the gateway cutoff time, all captured transactions are submitted for settlement by the merchant processor. Settlement Settlement is the process of moving funds from the end user ’s card-issuing bank account to the merchant’s account. Settlement of transactions on the Passport Parking application take 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 Customer does not need to receive a separate invoice for those fees. Remittance Funds will be remitted to the Customer, 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 Customer will provide Passport with remittance account information for each product line. Please see below for an overview of the settlement timing based on the activity day: Activity Day Settlement File Funds remitted to Customer’s Bank Account Monday Tuesday Thursday Tuesday Wednesday Friday Wednesday Thursday Saturday Thursday Friday Tuesday Friday Saturday Wednesday Saturday Sunday Wednesday Sunday Monday Wednesday CONFIDENTIAL AND PROPRIETARY. © 2025 Passport. All rights reserved. 3 Docusign Envelope ID: 3DCF2DFB-C6E2-431E-B64A-7C0414368662 Reporting & Reconciliation Passport’s powerful back-office system merges source settlement data pulled in from the Passport payment platform with session activity from the mobility platform. The output is a robust set of Financial and Management reports that streamlines reconciliation, revenue recognition, and dispute management activities. Back-office reporting capabilities include: ● Settlement Period Summary ● Transaction Reporting by Settlement Schedule ● Dispute Reporting Dispute Management Disputes are initiated by the cardholder or financial institution with a card network. They occur when a cardholder or financial institution disputes a purchase made on their card or when proper acceptance and authorization were not obtained. Once the dispute is accepted by the card network, it becomes a chargeback. The Customer can access reporting on chargebacks as they are received from the card networks in the back-office, and will be notified of new chargebacks via email to specified accounts. The Customer may choose to respond to chargebacks with compelling evidence to try to get the chargeback reversed. Compelling evidence can be submitted to payments@passportinc.com within 7 calendar days of the “Processed Date” shown in the back-office to have this case considered for reversal. All final decisions are made by the card networks, and Passport reserves the right to decide if the evidence is sufficient for consideration by the card networks. Passport also offers Chargeback Management Automation tools that Customers may choose to leverage. CONFIDENTIAL AND PROPRIETARY. © 2025 Passport. All rights reserved. 4 Docusign Envelope ID: 3DCF2DFB-C6E2-431E-B64A-7C0414368662 Passport Parking Passport Parking Application Functionality Passport will deliver its Passport Parking mobile parking applications to the Customer to be included in the Passport Operating System. Passport Parking consists of native mobile applications built for Google Android and Apple iOS smartphones and is supported on the latest industry-recommended operating system versions. Passport Parking includes the following functionality: ● Create a user account ○ Phone number, email address, name ● Create and pay for parking sessions ○ Quick Park ● Quick Park tiles appear on users' home screens after they’ve parked in the same zone with the same vehicle and for the same duration more than once. ● The user can click the ‘Park here again’ button on the tiles, which takes them directly to the confirmation screen to initiate their parking session. ○ Extend parking remotely to the allowable zone maximum parking duration ○ Receive session expiration notifications ● Parking session reminder application notifications are sent when the time remaining on the session drops below 10 minutes ○ Complete payment via major card networks' credit and debit cards, as well as Apple Pay and Google Pay. ● Add and delete vehicles (as defined by the vehicle’s license plate number) ○ Multiple vehicles (as defined by the vehicle’s license plate number) can be tied to one account ● View parking history and email receipts ● Mobile-optimized website (mobile pay web or “MPW”) to facilitate parking sessions via a mobile browser or desktop Passport Portal - Back-Office Passport will deliver its back-office administration and data insights portal, allowing the Customer to make financial and operational decisions, pull reports, and look up customer accounts and transactions. CONFIDENTIAL AND PROPRIETARY. © 2025 Passport. All rights reserved. 5 Docusign Envelope ID: 3DCF2DFB-C6E2-431E-B64A-7C0414368662 Back-office portal capabilities include: ● Secured Access with user-specific login credentials and custom privileges per user ○ There is no cap on the number of users that can be configured ● Streamlined user interface ● Real-time analytics of existing sessions ● Restriction and notification management for zones ● Support tools for looking up parker accounts and transactions ● Robust Reporting Passport Parking Parking Session Monitoring and Enforcement Passport will continue to deliver its monitoring and issuance application, OpsMan Mobile, to the Customer for use with the monitoring and issuance devices the Customer utilizes. Passport’s OpsMan Mobile is an Android application that allows the Customer to view all active Passport Parking mobile parking sessions. Passport Signage and Decals Passport recommends the following for metered areas: Signage ● 1 sign per 10 spaces for parking lot/garage environments ● 1 sign per 5 spaces for on-street parking environments Decals ● 1 decal per single space meter ● 3 decals for each multispace meter ○ 1 decal on each side of the meter ○ 1 decal on the payment side of the meter. Passport recommends the following for non-metered, mobile payment-only areas: ● 1 sign per 5 spaces for parking lot/garage environments ● 1 sign per 3 spaces for on-street parking environments CONFIDENTIAL AND PROPRIETARY. © 2025 Passport. All rights reserved. 6 Docusign Envelope ID: 3DCF2DFB-C6E2-431E-B64A-7C0414368662 Passport will provide the recommended minimum amount of signage and decals above at no charge at launch; additional or replacement signs or decals will be at the Customer ’s cost. The Customer is solely responsible for installation. Signage and decal installation must be completed by the Customer by the date of the launch announcement. No credit will be issued for unused signs or decals. The Customer understands that sufficient and adequate signage and decals are a core assumption in the performance of the service. Should the quality or coverage of such signage and decals degrade, the Customer is responsible for notifying Passport so that this can be resolved; any additional or replacement signs or decals will be at the Customer’s cost. Signage materials are as follows: It takes one to two weeks to design signs and decals and up to three to four weeks for the signs and decals to be printed and shipped, assuming timely review and approval by the Customer. The Customer may purchase additional signs and decals from Passport. Where signage or decals are provided to the Customer at a discount to its actual production and ongoing maintenance cost, any customization the Customer requests will be charged at $175/hour. Such customizations are subject to approval by an authorized Passport representative. System Training Once most of the project milestones have been completed and the target launch date is confirmed, Passport will work with the Customer to set up the remote web-based training plan. Passport will assist the Customer 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 one-hour training session with any Customer employees who will interact with the new Passport system. Passport recommends that all parking staff and enforcement managers attend the training. Passport will work with the Customer if additional training sessions are required. CONFIDENTIAL AND PROPRIETARY. © 2025 Passport. All rights reserved. 7 Docusign Envelope ID: 3DCF2DFB-C6E2-431E-B64A-7C0414368662 All training is conducted using a “Train the Trainer” method, equipping each presenter with the tools and knowledge to train their teams now and in the future. Custom Integrations or Configurations The Customer understands that there will be no custom integrations or configurations as part of this project. Assumptions & Notes Passport will rely upon the concerted engagement, direction, authorization, approvals, or other information provided by the Customer ’s primary stakeholders and technical teams while performing these services. The Customer’s project manager will contribute to and review weekly status reports and report any project issues to Passport. Additional Customer 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. CONFIDENTIAL AND PROPRIETARY. © 2025 Passport. All rights reserved. 8 Docusign Envelope ID: 3DCF2DFB-C6E2-431E-B64A-7C0414368662 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 Customer's objectives based on the change 3. The Customer 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 Customer and fully executed, it will be incorporated into this statement of work. 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. © 2025 Passport. All rights reserved. 9 Docusign Envelope ID: 3DCF2DFB-C6E2-431E-B64A-7C0414368662