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Citation Management Services Agreement
This Citation Management Services Agreement (the "Agreement ") constitutes the legally binding
and enforceable agreement of the parties, PassportParking, Inc. ( "Passport") and the City of
Yakima, WA ( "Provider" and with Passport, the "Parties "). The Parties agree and intend to be
bound by the terms found in the following numbered sections.
1. Scope of Services
Passport will license software to the Provider and provide all services necessary to
operating a citation management platform (the "CMP "). This solution offers parking
enforcement services for any and all parking spaces owned or managed by the Provider (the
"Premises "), including ticket management, ticket generation, monitoring, ticket payment, and
collections services- ("the "Services ").
2. Term.
This Agreement will commence on the date the Agreement is executed by the last
party to sign. The term of this Agreement shall be month to month following commencement
of the Agreement. The operation of the CMP will begin on a date mutually agreeable to the
Parties and will continue beyond on a month -by -month basis.
3. Equipment.
Provider will purchase the following items either through Passport or through an
independent supplier:
(a) a sufficient number of Android - powered handheld tablets or other devices with
Internet connectivity to effectively operate the CMP, and
(b) Bluetooth Printer(s).
4. Payment Processing.
Provider will be responsible for paying all payment processing fees. Passport will only
accept VISA or Mastercard payments on behalf of Provider. Provider does not honor any other credit
card brands. Provider will be responsible for paying all payment - processing fees charged by
Provider's Merchant Services Vendor, currently Elavon.
5. Pricing.
(a) Pricing is established in Schedule I of this Agreement.
(b) Provider will collect the Gross Receipts, defined for the purposes of this Agreement
as all sums paid to Provider by parking violators in satisfaction of parking citations
issued via the CMP, including Passport license fees as established in Section 5(a) of this
Agreement, less merchant processing fees, and Passport will send monthly
invoices to Provider for the amount payable to Passport pursuant to the fee structure
established in Section 5(a) of this Agreement. Provider must pay invoices within thirty
(30) days of the invoice date. If Provider fails to make all payments required under
this section (Section 5(b)) and all payments for services already provided by
Passport, Passport may revoke Provider's access to the CMP until all required
payments are made.)
6. Collections.
Passport will perform the following actions to collect amounts due to Provider pursuant
to parking citations issued using the CMP:
(a) Passport will provide an online portal where parking violators can pay any citations
issued by Provider's parking enforcement officers.
(b) For citations unpaid after a mutually agreed number of days after issuance,
Passport will use all reasonable effort to obtain the parking violator's name and
contact information from the state licensure bureau of the State of
Washington and from any other appropriate state licensure bureau (Schedule
II). This effort to obtain parking violator's name constitutes the beginning of the
"Letter Generation Phase." Upon receipt of this information, Passport will send
a letter requesting payment of the parking citation.
(c) If authorized by the relevant driver licensure bureau, where a citation remains
unpaid after thirty (30) days after the beginning of the Letter Generation Phase,
Passport will submit the relevant information to a collections agency to initiate a
formal hard collections process.
The parties understand and agree that Provider also reserves the right to conduct and administer
its own collection actions for unpaid parking citations and other debts and obligations owed to
the City of Yakima, and that nothing in this Agreement shall be construed to condition, prohibit or
limit Provider's collection actions to collect such amounts. Provider will notify Passport as
necessary or appropriate to identify those accounts or debts for which Provider is exercising its
own right to collect and /or enforce.
7. Service Levels
Passport will provide hosting for the CMP software. Passport's sole and exclusive
obligation in the event of an error or interruption of the CMP is to use Passport's best efforts to
restore or repair the CMP as quickly as practicable.
8. Piggyback Procurements.
Provider will allow any public agency located in the United States to purchase, and
Passport to offer to those public agencies, a substantially similar citation management
program at the same price and under the same conditions agreed upon in this Agreement
between the Parties in accordance with applicable law and to the extent permitted by
law. Each public agency will execute its own contract with Passport for its requirements,
funding such service out of its own funding sources. Provider shall not incur any financial
responsibility in connection with Passport's contracting with such other public agencies for
such services.
9. Data Ownership - Reports to Provider.
Passport will store all data collected during the operation of the CMP, except where
such ownership violates any agreement with any third party data or software provider.
Passport will have the right to use the data for its internal business processes during the Term
of this Agreement. Provider will own all data during and after the operation of the CMP
pursuant to this Agreement. For the purposes of this section (Data Ownership), data means any
information, documents, or electronic files provided to Passport by parking customers,
enforcement officers, state licensure bureaus, or Provider in the course of their use of any
component of the CMP and any information, documents, or electronic files created as a result
of a parking customer's use of the CMP. Passport will provide reporting tools to Provider to
enable Provider to assess performance of the CMP, revenues generated, number and status of
citations processed, and any further information Provider deems necessary or appropriate to
monitor parking enforcement, performance and revenues.
10. Intellectual Property
(a) Provider will acquire a revocable, non - exclusive, non - assignable, non - transferrable,
and non - subleaseable right and license to use and access the CMP for its internal
business purposes. All intellectual property rights including, without limitation,
source code, trade names, trademarks, copyrights, patents, and trade secrets, not
explicitly granted to Provider in this Agreement are reserved to Passport.
(b) Provider will not, directly, indirectly, alone, or with another party, (i) copy,
disassemble, reverse engineer, or decompile the CMP software or any subpart
thereof; (ii) modify, create derivative works based upon, or translate the CMP
software or source code or any subpart thereof; (iii) transfer or otherwise grant any
rights in the CMP software in any form to any other party or (iv) attempt to do any of
the foregoing or cause or permit any third party to do or attempt to do any of the
foregoing, except as expressly permitted hereunder.
11. Support.
Passport will fully train Provider on the use of the CMP, and will field all technical
customer calls related to the CMP in English and Spanish.
12. Scheduled Maintenance.
If Passport plans to perform any scheduled maintenance during business hours,
Passport will provide notice to Provider at least twenty -four (24) hours in advance of the
commencement of such scheduled maintenance. For the purpose of this section (Section 11.
Scheduled Maintenance), "business hours" means Monday through Friday between 9 AM
Eastern Time and 5 PM Eastern Time.
13. Product Updates.
Any improvements or modifications made by Passport to the citation management
platform will be promptly provided to Provider and will automatically be subject to the terms
of this Agreement. Provider may request that Passport create new features or functionality,
and may pay to expedite the development of such features and functionality. Provider will
gain no intellectual property rights in any requested or expedited features or functionality
or any subpart thereof, other than as granted in section 9 of this Agreement.
14. Capacity
Provider represents and warrants that it has obtained or will obtain all licenses and permits
necessary for the purchase of the CMP and operation of the Premises as a parking facility
(excepting such licenses, police permits and other applicable governmental approvals
required for Passport to perform the services required of it under this Agreement). Provider
further represents and warrants that they have the authority to enter into this Agreement.
15. Confidentiality.
Provider and Passport agree to treat all information furnished, or to be furnished, by or
on behalf of the other party and information analyses, summaries and other work product
derived from such information (collectively, the "Information ") in accordance with the
provisions of this section (Confidentiality) and to take, or abstain from taking, all actions set
forth herein. The Information will be used solely in connection with the consummation of this
Agreement between Passport and Provider and the operation of the CMP, and will be kept
confidential by the Provider and Passport and each party's officers, directors, employees,
representatives, agents and advisors; provided, however, that
(a) any of such Information may be disclosed to officers, directors, employees,
representatives, agents and advisors who need to know such information to
execute this Agreement or ensure the proper operation and functioning of the CMP
(so long as such persons only use or disclose such Information in the manner
permitted in this section (Confidentiality)), and
(b) such information may be disclosed to the extent required by law, and
(c) upon the request of Provider or Passport, the other party will destroy or return to
Passport all material containing or reflecting the Information.
16. Choice of Law - Venue.
The Agreement will be governed and interpreted based on the laws of the State of
Washington. Venue for any action to enforce or interpret the terms of this Agreement shall lie in
Yakima County, Washington.
17. Termination.
Either party may terminate this Agreement with thirty (30) days written notice to the
other party.
18. Force Majeure.
Neither Passport nor Provider will be held liable for any delay or omission in
performance of their duties under this Agreement caused by causes beyond their reasonable
control, including without limitation, acts of God, acts of the public enemy, fires, strikes,
lockouts, natural disasters, wars, or riots (each a "Force Majeure Event ").
19. Survivability.
Sections 15 and 16 this Agreement and this section (Survivability) will survive the
termination of this Agreement.
20. Expiration.
The parties intend that this Agreement will operate month to month until terminated by
either party. Upon the effective date of termination, Passport shall be entitled to compensation
earned prior to the effective date of termination.
21. Disclaimer.
The CMP is provided to Provider by Passport "as is" and with all faults. Provider
acknowledges and agrees that Passport bears no liability for any error, omission, defect,
deficiency, or nonconformity within the CMP. Other than as specifically set forth herein, neither
of the parties makes any representations, warranties, or guarantees, express or implied,
directly or indirectly, including, without limitation, any warranty of condition, merchantability, or
fitness for a particular purpose or use, with respect to, arising out of, or in connection with the
CMP and related services to be performed pursuant to this Agreement.
22. Severability.
Whenever possible, each provision of this Agreement will be interpreted and construed
to be valid under applicable law, but if any provision of the Agreement is found to violate
applicable law, the violating provision will be ineffective only to the extent that it violates the
law, without invalidating the remainder of the section containing the violating provision or any
other provisions or sections of this Agreement.
23. Assignment.
This Agreement and all of its provisions will be binding upon and inure to the benefit of
the Parties and their respective successors and assignees. Neither Passport nor Provider 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, change 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.
24. Contractual Silence.
If this Agreement fails to address a condition, obligation, benefit, or other term
necessary to sufficiently define the relationship between the Parties or resolve a disagreement
or conflict regarding the interpretation or construction of this Agreement, the Parties agree to
reasonably cooperate to draft a mutually agreeable Amendment that clarifies the duties, rights,
and obligations of the parties under this Agreement.
25. Amendments.
The Parties may not amend or modify this Agreement except by a written instrument
executed by the Parties (an "Amendment ").
26. Informal Dispute Resolution.
If either Provider or Passport has a claim, dispute, or other matter in question for breach of
duty, obligations, services rendered or any warranty that arises under this Agreement, the parties
must first attempt to resolve the matter through this dispute resolution process. The disputing
party must notify the other party in writing as soon as practicable after discovering the claim,
dispute, or breach. The notice must state the nature of the dispute and list the party's specific
reasons for such dispute. Within ten (10) business days of receipt of the notice, both parties must
commence the resolution process and make a good faith effort, either through email, mail, phone
conference, in person meetings, or other reasonable means to resolve any claim, dispute, breach
or other matter in question that may arise out of, or in connection with this Agreement. If after
sixty (60) days the dispute remains unresolved, the parties may pursue other forms of dispute
resolution including mediation, arbitration, or any other judicial or non - judicial form of dispute
resolution.
27. Independent Contractor.
Passport is an independent contractor and not an agent or employee of Provider. No
agency, partnership, franchise, joint venture, or employment relationship exists between
Passport and Provider. Passport's employees and agents will not be employees or agents of
Provider. Passport shall be fully and solely responsible for the supervision, control,
performance, compensation, benefits (including, without limitation, all forms of insurance)
withholdings, health and safety of all of its employees and agents. Provider will not be
responsible or liable for any withholding taxes or contributions to state worker's compensation,
unemployment or other funds or programs.
28. Limitation of Liability.
In no event will Passport be liable to Provider for any lost profits, lost savings, or
incidental, indirect, special, or consequential damages arising out of Provider's use or inability
to use the product or the breach of this Agreement, even if Passport has been advised of the
possibility of such damages.
29. Notices.
All notices, consents, and communications hereunder shall be given in writing and
delivered via electronic mail or mail, shall be deemed to be given upon receipt thereof, and shall
be sent to the addresses below:
If to Passport: Passport
Attn: Chris Watt
•
1300 S. Mint Street Suite 200
Charlotte, NC 28203
- -OR --
chris.watt @gopassport.com
If to Provider: City of Yakima
City Manager
129 North 2 Street
Yakima, Washington 98901
30. Billing Contact.
For all billing inquiries to Provider, Passport will contact: James Dean City of Yakima
Utility Services Manager at james.dean @y_akimawa.gov; 509 - 576 -6615.
31. Entire Agreement.
This Agreement represents the full and complete understanding of the Parties and
supersedes any and all prior agreements.
** *REMAINDER OF PAGE INTENTIONALLY LEFT BLANK * **
The undersigned, intending to be bound to the terms, conditions and obligations found herein,
have executed this Agreement on the dates set forth below.
On behalf of Passport Parking, Inc.
§
Name:
Title: / 1/4# " 2 7
Date:_ Ti
On be ):1f of City o Yakima, A
Name: Tony 0' "ourke
Title: City Manager Date:51 0 I
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CITY CONTRAC r NO:. .2Q/6--/t2
RESOLUTION NO:,
SCHEDULE I
PRICING
a. Pricing
For each ticket paid prior to the Letter Generation Phase of the collections process and each
ticket that Provider has identified as an account for which Provider will perform collections
activity based on the provisions of Section 6, Passport will receive three dollars ($3.00) fee,
which will be paid by the parking violator. AND
b. Pricing After Letter Generation Phase.
If Provider elects to engage Passport for the purposes of performing the collection
activities found in Schedule I of this Agreement, for each ticket paid after the beginning of the
Letter Generation Phase of the collections process, Passport will charge a fee equal to the
lesser of:
(a) the difference between original citation amount and the escalated citation amount; or
(b) fifty percent (50 %) of the escalated citation amount.
c. Monthly Minimum.
If the total fees paid to Passport pursuant to Sections (a) and (b) of this Schedule I
during a month are less than two hundred and fifty dollars ($250.00), then the Provider will pay
the difference between the amount actually collected ( "Paid ") and two hundred and fifty dollars
($250.00) ( "Minimum ") as follows:
Additional Amount Payable to Passport = Minimum - Paid
d. Provider Citation Schedule.
Provider agrees not to make any change in the Provider's parking citation fee schedule
that would have a materially adverse effect on Passport without prior written notice to
Passport.
SCHEDULE II
STATE DMV LOOKUPS
Country State Coverage
US Alaska 1995 - 2004
US Colorado 1995 - Current
US District of Columbia 1996 - Current
US Florida 1996 - Current
US Idaho 1996 - Current
US Illinois 1996 - Current
US Iowa Current
US Kentucky 1996 - Current
US Louisiana 1992 - Current
US Maine 1996 - Current
US Maryland 1996 - Current
US Massachusetts 1996 - Current
US Michigan 1996 - Current
US Minnesota 1996 - Current
US Mississippi 1996 - Current
US Missouri 1996 - Current
US Montana 1996 - Current
US Nebraska 1996 - Current
US Nevada 1996 - Current
US New Mexico 1996 - Current
US New York 1996 - 2011
US North Carolina Current
US North Dakota 1996 - Current
US Ohio 1996 - Current
US Puerto Rico 1996 - Current
US South Dakota 1996 - Current
US Tennessee 1996 - Current
US Texas 1996 - Current
US Wisconsin 1996 - Current
US Wyoming 1996 - Current