HomeMy WebLinkAboutYodel - Digital Beach Ticket System 2024 $11,000 Memorandum
To: Luke Stowe, City Manager
From: Audrey Thompson, Parks, Recreation and Community Services Director
Subject: Yodel Digital Beach Ticket System
Date: April 23, 2024
Recommended Action:
Staff recommends signing a professional services and sole source agreement for Yodel Pass
software in the amount of $11,000, comprising $1.30 per pass and a 3.0% transaction fee.
Funding Source:
Funds for this expense will be charged to the Beach Service Agreements account
(100.30.3080.62509). The estimated revenue of $60,000-80,000 will offset all expenses based
on previous years' digital daily beach ticket sales.
Summary:
In the winter of 2023, Viply digital pass system informed the City that the company was ceasing
operations. Staff have been searching for a similar software application to provide the same
level of service that our community members expect. After researching, staff was only able to
find one software company that meets the City’s needs and infrastructure requirements at the
lakefront. Most areas of the lakefront don’t have reliable Wi-Fi or access to City computers,
power, and networks. Staff recently conducted a demonstration with Yodel Pass team
members. The system appears promising, catering to our needs for various pass types.
Comparing this with our former Viply system, which charged $1.30 + 2.9% Transaction fee per
pass sold, the key difference lies in the financial process. Yodel Pass transfers all funds to our
account and invoices us for the passes after they are sold. This contrasts with Viply, which
transfers funds to our account after settling all app charges.
Yodel Pass offers digital passes and tickets, fraud elimination, and enhanced customer
experience through instant delivery. Passes are digitally delivered to the Yodel Pass wallet on
the patron's device, serving as their access credential. To validate the pass, patrons display
their screen for staff to scan and redeem the pass.
Approved by:_________________________________________
Luke Stowe, City Manager
Attached: Yodel Pass Agreement
Doc ID: 10f3171fe73a76e4476db30629c2f439a48f94df
SOLE SOURCE JUSTIFICATION
(Requester completes Section A and B)
SECTION A - SOLE SOURCE PURCHASE:
Complete if sole source purchase is $1,500 or over, AND competition is not available. Sole Source
approvals are valid one year from approval date, unless specified elsewhere.
Requisition No. (if applicable): Amount: $11,000 Date:4/23/2024
Supplies/Services Required (be specific): Electronic Health Form System Renewal
Proposed Vendor: Yodel Vendor No:
Requested by: Sean Owens Dept: Parks and Rec Ext:8066
Justification prepared by: Sean Owens Dept: Parks and Rec Ext:8066
Check One: The requested supply/service is a sole source procurement due to:
AVAILABILITY/ONE OF A KIND –
No competitive product exists or is available from another vendor.
COMPATIBILITY –
Must match existing piece or brand of equipment and is available from only one vendor.
REPLACEMENT/MAINTENANCE –
Repair or maintenance for specific brand of existing equipment and is available from only
original equipment manufacturer or designated service dealer.
OTHER - Provide below full explanations, details, complete descriptions, and relevant
reasons to support the sole source justification:
In the winter of 2023, Viply digital pass system informed the City that the company was ceasing
operations. Staff have been searching for a similar software application to provide the same
level of service that our community members expect. After researching, staff was only able to
find one software company (Yodel) that meets the City’s needs and infrastructure requirements at the
lakefront.
SECTION B - REQUESTER CERTIFICATION: By submitting this request, I certify that the above
justification/information is accurate and complete to the best of my knowledge and that I have no
personal interests relative to this request.
Sean Owens 4/23/24
(Name and Signature of Requester) (Date)
SECTION C - TO BE:COMPLETED BY PURCHASING AGENT:
Based on the information provided in Section A and attached supporting documents,
I concur/ do not concur (see below) with purchase to be a Sole Source.
Do not concur for the following reason(s):
(Name and Signature of Purchasing Agent or Other) (Date)
04 / 23 / 2024
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Services Agreement
Between
Direct Technology Holdings, Inc.
and
City of Evanston
Date: 4/5/2024
Direct Technology Holdings, Inc.
(DBA Yodel Pass)
515 Madison Avenue
Suite 8146
New York, NY 10022
Phone: (877) 884-9160
Fax: (212) 202-4482
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1) DEFINITIONS
a) Definitions - For the purposes of interpreting this Agreement, the following terms have
the following meanings:
i) “Agreement” means the following services agreement between Direct Technology
Holdings Inc, dba Yodel Pass, and City of Evanston.
ii) “Customer” refers to the City of Evanston either collectively or individually as
appropriate.
iii) “Pre-Agreed Services" means Services that are expressly listed in the Services to be
Provided List (Section 2) as being acquired hereunder by the Customer.
iv) "Other Services" means Services other than Pre-Agreed Services acquired by the
Customer under this Agreement.
b) Headings - The headings contained in this Agreement are inserted for convenience and
do not form a part of this Agreement and are not intended to interpret, define, or limit the
scope, extent or intent of this Agreement or any provision hereof.
2) SERVICES TO BE PROVIDED
a) Yodel Pass will provide the Yodel Pass Solution to the Customer that includes:
i) Yodel Portal: Customer will be added to the Yodel Portal and will have a sub portal
URL for the Customer’s patrons to purchase passes. The format of the URL is
www.yodelportal/customer name. The Yodel Portal will be used for selling parking
passes that are digitally delivered via the patron’s mobile phone number. The
Merchant Processor will be Clover, and funds will be deposited into the Customer’s
bank account.
ii) Yodel Ranger App: Customers will have the ability to use the Yodel Ranger App on
their mobile devices to check in patrons at venue entrances, if needed.
iii) Yodel POS Cashier: Yodel app will run off the clover flex devices to process in
person transactions via cards, cash, or check. POS Cashier will also be used to scan
and validate passes. Consumables will be the responsibility of the City of Evanston
such as receipt paper.
iv) Yodel Admin Module: Customers will be able to use the Yodel Admin for reporting
and analytics. The information includes full check-in (use) history. The information
can be downloaded into a spreadsheet.
v) Training - The Yodel Pass team trains staff on the use of the Yodel App, Yodel
Ranger App and Yodel Admin Module. There is no charge for the training, which
typically takes 1 hour. The training can be recorded so that future staff members can
be trained. If there are further training requirements, these can be negotiated.
vi) Yodel Marketing - The team provides content for the Customer to post on Facebook
and/or LinkedIn at go-live and on a routine basis after go-live. This content is also
posted on the Yodel Pass Facebook and LinkedIn accounts to provide additional
promotion.
vii) Yodel Support- Yodel Pass is easy to use. Some patrons may not be as familiar with
digital technologies and may have questions. One of the strengths of Yodel Pass is
our experience in providing customer support. We have an automated chatbot to
address frequently asked questions. In addition, customers can reach out via email
and the Yodel Pass support team responds in six hours or less. As we add support
capabilities to Yodel Pass, there is no additional charge.
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3) FEES AND PAYMENT
a) Pre-Agreed Services - Fee will be $1.30 + 3.0% processing fee to be paid by the
patron. Additional fees for hardware such as the Mobile POS Clover devices are $250
per month per device.
b) Implementation Fee: $2,000 for implementation of the system on a UAT instance. 50%
of the implementation fee is due after the kickoff meeting and the remaining 50% is due
after going live.
c) Other Services - Upon subsequent agreement from time to time between the Customer
and Yodel Pass that the Customer will acquire Other Services, the Customer will pay for
such Other Services at the service rates in effect at the time of provision of such Other
Services. Relevant service rates will be provided to the Customer prior to such Other
Services being rendered.
d) Applicable Currency - Unless specifically stated otherwise, all prices and amounts are
in US Dollars.
e) Invoices (Delivery, Payments, and Interest) - Yodel Pass will provide an invoice to the
Customer after passes go live Customer will comply with the provisions of the Illinois
Local Government Prompt Payment Act, 50 ILCS 505/1 et seq.
4) ACCESS TO SYSTEM AND OTHER CUSTOMER OBLIGATIONS
a) Without limiting the Customer's obligations, Customer will:
i) Ensure that at all times at least one current staff person of the Customer has been
fully trained on the products deployed (e.g., Yodel Portal, Yodel Admin Module and
Yodel Ranger).
ii) Designate by written notice a single site and single person as the point of contact for
telephone or other contact, which site and/or person the Customer may change upon
30 days prior notice.
5) REPRESENTATIONS AND WARRANTIES AND INDEMNITY:
a) Insurance - Yodel Pass represents and warrants that it does and will at all times during
the term of this Agreement maintain general liability insurance in the amount of
$1,000,000.00.
b) Limited Warranty of Services – Yodel Pass warrants that all services provided
hereunder will be performed in full conformity with the Agreement, with the skill and care
which would be exercised by those who perform similar services at the time the services
are performed, and in accordance with accepted industry practice. In the event of a
breach of the express warranties contained herein and/or in the event of
non-performance and/or failure of Yodel Pass to perform the services in accordance with
the Agreement, Yodel, at no cost to Customer, shall re-perform or perform the services
so that the services conform to the warranties.
c) Yodel Pass represents and warrants that, to the best of its knowledge and ability: (1) the
Yodel Software does not and will not infringe upon any patent, copyright, trade secret, or
other intellectual property interest of any third party, (2) the Yodel Software does not and
will not violate any state, federal or international laws, (3) the Yodel Software is and will
remain free of viruses, worms, robots, cancelbots or other forms of malicious code, and
(4) Yodel Pass shall provide experienced, qualified personnel to develop, maintain and
support the Yodel Software with the appropriate level of skill and expertise required to
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meet its obligations under this Agreement.
d) Yodel Pass and the City of Evanston each warrant that they will take all due and
reasonable care to avoid infringing any patent, copyright, trade secret, or other intellectual
property interest of any third party. City of Evanston further warrants that it will not
perform any unauthorized modification of the Yodel Software that is provided with the
Services, in violation of this Agreement.
e) Indemnity - Yodel Pass will indemnify and hold the City of Evanston harmless from and
against any damages, costs and fees reasonably incurred (including reasonable
attorneys' fees) that are attributable to any claim or action brought against the City of
Evanston to the extent it is based on a claim that the Services, used as contemplated in
this Agreement, infringes any patent, copyright, or any trade secret of a third party based
on the Yodel Software (a “Claim”) and which are assessed against the City of Evanston
in a final judgment. Yodel Pass’s obligations to defend, settle or indemnify the City of
Evanston are subject to the city of Evanston promptly notifying Yodel Pass in writing of
such claim; Yodel Pass having the exclusive right to control such defense and/or
settlement; and the City of Evanston providing reasonable assistance in the defense of
such claim. The City of Evanston will not settle any claim, action or proceeding without
Yodel Pass’s prior approval. The City of Evanston may participate, at its expense, in such
defense or settlement negotiations to protect its interests. The obligations of Yodel Pass
set out above will not apply to the extent that a Claim by a third party is based on The City
of Evanston’s use of the Services or a deliverable in a manner that is prohibited by this
Agreement, including a modification of the Services or a deliverable in violation of this
Agreement, if such Claim would not have arisen but for such modification.
6) EXCLUSION OF OTHER WARRANTIES AND LIMITATION OF LIABILITY
a) Specific exclusion of other warranties - the warranties set out in section 5.1 and 5.2
are in lieu of all other warranties, and there are no other warranties, representations,
conditions, or guarantees or any kind whatsoever, either expressed or implied by Yodel.
b) Limits on liability – if, for any reason, Yodel Pass becomes liable to Customer or any
other party for direct or any other damages for any cause whatsoever, and regardless of
the form of action (in contract or tort), excepting liability for personal injury or damage to
tangible property, incurred in connection with this agreement, then:
i) the aggregate liability of Yodel Pass for all damages, injury, and liability incurred
by customer and all other parties in connection with this agreement will be limited to
an amount equal to the charges paid to Yodel Pass or the services which gave rise
to the claim for damages; and customer may not bring or initiate any act or
proceeding against Yodel Pass arising out of this agreement or relating to services
more than two years after the cause of action has arisen.
7) TERM:
a) The term of this Agreement will commence on the date of its execution and be for an
initial three-year term. Invoicing in subsequent years will be on the anniversary date.
Any renewal will be subject to the same terms and conditions as this (original)
Agreement except as stated below in this subsection.
8) TERMINATION
a) Termination - This Agreement will terminate:
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i) at the option of either party if the other party materially defaults in the performance or
observance of any of its obligations hereunder-and fails to remedy the default within
30 days after receiving written notice thereof from the non-defaulting party.
ii) at the option of either party if the other party becomes insolvent or bankrupt or
makes an assignment for the benefit of creditors, or if a receiver or trustee in
bankruptcy is appointed for the other party, or if any proceeding in bankruptcy,
Receivership, or liquidation is instituted against the other party and is not dismissed
within 30 days following commencement thereof.
b) Suspension of Obligations - If either party should default in the performance or
observance of any of its obligations hereunder, then, in addition to all other rights and
remedies available to the non-defaulting party, the non-defaulting party may suspend
performance and observance of any or all its obligations under this Agreement, without
liability, until the other party's default is remedied, if the non-defaulting party provides at
least ten (10) days prior notice that the party intends to suspend performance.
9) GENERAL
a) Force Majeure - Dates or times by which either party is required to perform under this
Agreement will be postponed automatically to the extent that any party is prevented from
meeting them by unforeseeable causes beyond its reasonable control and not due to its
negligence including acts of nature, acts of terrorism, riots, labor disputes, fire, flood,
explosion, and governmental prohibition.
Notices - All notices and requests in connection with this Agreement will be given or
made upon the respective parties in writing and will be deemed given as of the third day
following the day the notice is mailed or faxed, providing hardcopy acknowledgment of
successful faxed notice transmission is retained. Notice may also be deposited in the US
Mail, postage prepaid, certified, or registered, return receipt requested, and addressed to
the parties as indicated on the face of this.
b) Governing Law - This Agreement and performance hereunder will be governed by the
laws of the State of Illinois and the City of Evanston. Venue for any action out of or
due to this Agreement shall be Cook County, Illinois.
Non-Assignability - This Agreement is not assignable by the Customer, and any assignment,
purported assignment or attempt to assign by the Customer will be a material breach of this
Agreement and will void it. Yodel Pass may assign this agreement to its successor or any entity
acquiring all or substantially all of its assets upon notice to the Customer. Yodel Pass shall not
subcontract without the prior written consent of Customer which such consent shall not be
unreasonably withheld. Any such subcontracts must include the same certifications that Yodel
Pass must make as a condition of this Agreement. Yodel Pass binds itself and its partners,
successors, executors, administrators, and assigns to Customer in respect to all covenants of this
Agreement. Nothing herein shall be construed as creating any personal liability on the part of any
officer or agent of any public body, which may be a party hereto, nor shall it be construed as giving
any right or benefits hereunder to anyone other than Customer and Yodel Pass.
c) Survival - Sections 6,7 10 and 11 will survive termination and expiration of this
Agreement.
d) Audit/Retention of Records – Yodel Pass and its subcontractors shall maintain books
and records relating to the performance of the Agreement or subcontract and necessary
to support amounts charged to Customer under the Agreement or subcontract. Books
and records, including information stored in databases or other computer systems, shall
be maintained by Yodel Pass for a period of three years from the later of the date of final
payment under the Agreement or completion of the Agreement, and by the subcontractor
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for a period of three years from the later of final payment under the term or completion of
the subcontract. Books and records required to be maintained under this section shall be
available for review or audit by representatives of Customer upon reasonable notice and
during normal business hours. Yodel Pass and its subcontractors shall cooperate fully
with any such audit and with any investigation conducted by any of these entities. Failure
to maintain books and records required by this section shall establish a presumption in
favor of Customer for the recovery of any funds paid by Customer under the Agreement
for which adequate books and records are not available to support the purported
disbursement. Yodel Pass or subcontractors shall not impose a charge upon Customer
for audit or examination of Yodel Pass’ books and records.
e) Time is of the Essence - Time is of the essence with respect to Yodel Pass’
performance of this Agreement and for the City of Evanston to provide required materials
and information needed to perform the work and to execute user acceptance testing
Yodel Pass shall continue to perform its obligations while any dispute concerning the
Agreement is being resolved, unless otherwise directed by Customer.
f) No Waiver of Rights - Except as specifically waived in writing, failure by a Party to
exercise or enforce a right does not waive that Party’s right to exercise or enforce that or
other rights in the future.
g) Confidential Information/FOIA - Each Party, including its agents and subcontractors, to
this Agreement may have or gain access to confidential data or information owned or
maintained by the other Party in the course of carrying out its responsibilities under this
Agreement. Yodel Pass shall presume all information received from Customer or to
which it gains access pursuant to this Agreement is confidential. Yodel Pass information,
unless clearly marked as confidential and exempt from disclosure under the Illinois
Freedom of Information Act (“FOIA”), 5 ILCS 140/7 et. seq., shall be considered public.
No confidential data collected, maintained, or used in the course of performance of the
Agreement shall be disseminated except as authorized by law and with the written
consent of the disclosing Party, either during the period of the Agreement or thereafter.
The receiving Party must return any and all data collected, maintained, created or used in
the course of the performance of the Agreement, in whatever form it is maintained,
promptly at the end of the Agreement, or earlier at the request of the disclosing Party, or
notify the disclosing Party in writing of its destruction. Upon notification by Customer to
Yodel Pass that Customer has received a Freedom of Information Act request that calls
for records within the Yodel Pass’ control, Yodel Pass shall promptly provide all
requested records to Customer so that Customer may comply with the request within the
limited statutory timeframes required by FOIA. Yodel Pass shall indemnify and defend
Customer from and against all claims arising from Customer’s exceptions to disclosing
certain records which Yodel Pass may designate as proprietary or confidential.
Compliance by Customer with an opinion or a directive from the Illinois Public Access
Counselor or the Attorney General under FOIA, or with a decision or order of Court with
jurisdiction over Customer, shall not be a violation of this Section.
h) Independent Contractor – Yodel Pass shall act as an independent contractor and not an
agent or employee of, or joint venturer with Customer. All payments by Customer shall
be made on that basis.
i) Solicitation and Employment – Yodel Pass shall not employ any person employed by
Customer during the term of this Agreement to perform any work under this Agreement.
j) Modifications and Survival - Amendments, modifications and waivers must be in writing
and signed by authorized representatives of the Parties. Any provision of this Agreement
officially declared void, unenforceable, or against public policy, shall be ignored and the
remaining provisions shall be interpreted, as far as possible, to give effect to the Parties’
intent. All provisions that by their nature would be expected to survive, shall survive
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termination. In the event of a conflict between Customer’s and Yodel Pass’ terms,
conditions and attachments, Customer’s terms, conditions, and attachments shall prevail.
k) Savings Clause - If any provision of this Agreement, or the application of such provision,
shall be rendered or declared invalid by a court of competent jurisdiction, or by reason of
its requiring any steps, actions, or results, the remaining parts or portions of this
Agreement shall remain in full force and effect.
10) STANDARD CERTIFICATIONS – Yodel Pass acknowledges and agrees that compliance
with this section and each subsection for the term of the Agreement and any renewals is a
material requirement and condition of this Agreement. By executing this Agreement, Yodel
Pass certifies compliance with this section and each subsection and is under a continuing
obligation to remain in compliance and report any non-compliance.
This section, and each subsection, applies to subcontractors used on this Agreement. Yodel
Pass shall include these Standard Certifications in any subcontract used in the performance
of the Agreement.
If the Parties determine that any certification in this section is not applicable to this
Agreement, it may be stricken without affecting the remaining subsections.
a) As part of each certification, Yodel Pass acknowledges and agrees that should Yodel
Pass or its subcontractors provide false information, or fail to be or remain in compliance
with the Standard Certification requirements, one or more of the following sanctions will
apply:
• the Agreement may be void by operation of law,
• Customer may void the Agreement, and
• Yodel Pass and its subcontractors may be subject to one or more of the
following: suspension, debarment, denial of payment, civil fine, or criminal
penalty.
Identifying a sanction or failing to identify a sanction in relation to any of the specific
certifications does not waive imposition of other sanctions or preclude application of
sanctions not specifically identified.
b) Yodel Pass certifies it, and its employees will comply with applicable provisions of the
U.S. Civil Rights Act, Section 504 of the Federal Rehabilitation Act, the Americans with
Disabilities Act (42 U.S.C. § 12101 et seq.) and applicable rules in performance under
this Agreement.
c) Yodel Pass certifies it is a properly formed and existing legal entity, and as applicable has
obtained an assumed name certificate from the appropriate authority; or has registered to
conduct business in Illinois and is in good standing with the Illinois Secretary of State.
d) If Yodel Pass, or any officer, director, partner, or other managerial agent of Yodel Pass,
has been convicted of a felony under the Sarbanes-Oxley Act of 2002, or a Class 3 or
Class 2 felony under the Illinois Securities Law of 1953, Yodel Pass certifies at least five
years have passed since the date of the conviction. Yodel Pass further certifies that it is
not barred from being awarded a contract and acknowledges that Customer shall declare
the Agreement void if this certification is false (30 ILCS 500/50-10.5).
e) Yodel Pass certifies that it and its affiliates are not delinquent in the payment of any fees,
fines, damages, or debts to Customer.
f) Yodel Pass certifies it has not been convicted of bid rigging or bid rotating or any similar
offense, nor has Yodel Pass made an admission of guilt of such conduct that is a matter
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of record (720 ILCS 5/33 E-3, E-4).
g) Yodel Pass certifies it complies with the Section 1-12-5 of the City of Evanston Code and
the Illinois Department of Human Rights Act and rules applicable to public contracts,
including equal employment opportunity, refraining from unlawful discrimination, and
having written sexual harassment policies (775 ILCS 5/2-105).
11) DISCLOSURES AND CONFLICTS OF INTEREST
a) Conflict of Interest Prohibited
Yodel Pass shall not have any public or private interest and shall not acquire directly or
indirectly any such interest which conflicts in any manner with its performance under this
Agreement.
b) Debarment/Legal Proceeding
Yodel Pass must identify any of the following that occurred for it or any of its officers or
directors within the previous 10 years:
Debarment from contracting with any governmental entity Yes No
Professional licensure discipline Yes No
Bankruptcies Yes No
Adverse civil judgments and administrative findings Yes No
Criminal felony convictions Yes No
If any of the above is checked yes, please identify with descriptive information the nature of
the debarment and legal proceeding. Customer reserves the right to request more
information, should the information need further clarification.
ACCEPTANCE:
Jeremy Crowley Date
Direct Technology Holdings Inc.
(Dba Yodel Pass)
Date
City of Evanston
Approved as to form:
City Manager
Alexandra B. Ruggie
Corporation Counsel
04 / 23 / 2024
Doc ID: 10f3171fe73a76e4476db30629c2f439a48f94df
Contract with Yodel for Digital Beach Ticket System
Yodel_Memo-Contract.pdf
10f3171fe73a76e4476db30629c2f439a48f94df
MM / DD / YYYY
Signed
04 / 23 / 2024
15:22:22 UTC-5
Sent for signature to Alexandra Ruggie
(aruggie@cityofevanston.org) and Luke Stowe
(lstowe@cityofevanston.org) from lthomas@cityofevanston.org
IP: 66.158.65.76
04 / 23 / 2024
15:54:54 UTC-5
Viewed by Alexandra Ruggie (aruggie@cityofevanston.org)
IP: 24.13.232.86
04 / 23 / 2024
15:55:07 UTC-5
Signed by Alexandra Ruggie (aruggie@cityofevanston.org)
IP: 24.13.232.86
04 / 23 / 2024
16:00:37 UTC-5
Viewed by Luke Stowe (lstowe@cityofevanston.org)
IP: 66.158.65.76
04 / 23 / 2024
18:44:39 UTC-5
Signed by Luke Stowe (lstowe@cityofevanston.org)
IP: 50.230.108.29
The document has been completed.04 / 23 / 2024
18:44:39 UTC-5