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otherwise excluded by agencies, and contractors declared ineligible for contract award under statutory
or regulatory authority other than Executive Order Nos. 12546 and 12689.

(c) Before entering into any subcontracts with any subcontractor, the Contractor agrees to obtain a
debarment and suspension certification from each prospective recipient containing information about
the debarment and suspension status and other specific information of that awarding agency and its
“principals,” as defined at 49 CFR Part 29.

(d) Before entering into any third-party contract exceeding $25,000.00, the Contractor agrees to obtain a
debarment and suspension certification from each third-party contractor containing information about
the debarment and suspension status of that third-party contractor and its “principals,” as defined at 49
CFR 29.105(p). The Contractor also agrees to require each third party contractor to refrain from
awarding any third-party subcontract of any amount, at any tier, to a debarred or suspended
subcontractor, and to obtain a similar certification for any third-party subcontractor, at any tier, seeking
a contract exceeding $25,000.00.

10. Fly America Requirements.

For contracts involving transportation of persons or property, by air between the U.S. and/or places outside
the U.S. These requirements do not apply to micro-purchases ($3,500 or less, except for construction
contracts over $2,000).

Contractor shall comply with 49 USC 40118 (the “Fly America’ Act) in accordance with General Services
Administration regulations 41 CFR 301-10, stating that recipients and subrecipients of Federal funds and
their contractors are required to use US Flag air carriers for US Government-financed international air
travel and transportation of their personal effects or property, to the extent such service is available, unless
travel by foreign air carrier is a matter of necessity, as defined by the Fly America Act. Contractor shall
submit, if a foreign air carrier was used, an appropriate certification or memorandum adequately explaining
why service by a US flag air carrier was not available or why it was necessary to use a foreign air carrier
and shall, in any event, provide a certificate of compliance with the Fly America requirements. Contractor
shall include the requirements of this section in all subcontracts that may involve international air
transportation.

11. Breaches and Dispute Resolution

Dispute Resolution. The parties shall attempt to resolve any dispute related to this Contract as
follows. Either party shall provide to the other party, in writing and with full documentation to
verify and substantiate its decision, its stated position concerning the dispute. No dispute shall
be considered submitted and no dispute shall be valid under this provision unless and until the
submitting party has delivered the written statement of its position and full documentation to the
other party. The parties shall then attempt to resolve the dispute through good faith efforts and

14|Page

negotiation. Unless otherwise directed by the City, at all times Seller shall continue
performance under the Contract Documents while matters in dispute are being resolved. If the
parties are unable to resolve their dispute as described above within 30 days, the parties’ reserve
the right to pursue any available legal and/or equitable remedies for any breaches of this contract
except as that right may be limited by the terms of this Contract.

Should either party to the Contract suffer injury or damage to person or property because of any
act or omission of the party or of any of its employees, agents or others for whose acts it is
legally liable, a claim for damages therefore shall be made in writing to such other party as soon
as practicable after the first observance of such injury or damage.

Duties and obligations imposed by the Contract Documents and the rights and remedies available
thereunder shall be in addition to and not a limitation of any duties, obligations, rights and
remedies otherwise imposed or available by law.

12. Cargo

A.5 CARGO PREFERENCE REQUIREMENTS

46 U.S.C. § 55305; 46 C.F.R. part 381

The Cargo Preference Act of 1954 requirements applies to all contracts involved with the transport of
equipment, material, or commodities by ocean vessel.

Cargo Preference - Use of United States-Flag Vessels

The contractor agrees:

a. to use privately owned United States-Flag commercial vessels to ship at least 50 percent of the gross
tonnage (computed separately for dry bulk carriers, dry cargo liners, and tankers) involved, whenever
shipping any equipment, material, or commodities pursuant to the underlying contract to the extent
such vessels are available at fair and reasonable rates for United States-Flag commercial vessels;

b. to furnish within 20 working days following the date of loading for shipments originating within the
United States or within 30 working days following the date of loading for shipments originating outside
the United States, a legible copy of a rated, "on-board" commercial ocean bill-of-lading in English for
each shipment of cargo described in the preceding paragraph to the Division of National Cargo, Office of
Market Development, Maritime Administration, Washington, DC 20590 and to the FTA recipient
(through the contractor in the case of a subcontractor's bill-of-lading.); and

c. to include these requirements in all subcontracts issued pursuant to this contract when the
subcontract may involve the transport of equipment, material, or commodities by ocean vessel.

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Certification Regarding Debarment, Suspension,
Ineligibility and Voluntary Exclusion

- Lower Tier Covered Transaction

(1) The prospective lower tier participant certifies, by submission of this bid or proposal, that neither it nor its
“principals” [as defined at 49 CFR § 29.105(p)] is presently debarred, suspended, proposed for
debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any
Federal department or agency.

(2) When the prospective lower tier participant is unable to certify to the statements in this certification, such
prospective participant shall attach an explanation to this proposal.

The bidder respondent and all subcontractors hereby certifies that he/she has not been debarred or suspended
from participation in Federal contracts. Please note - separate certification may be photo copied and submitted
by each subcontractor. (Pursuant to 49 CFR, Part 29)

Certified (Contractor)

Company

Signed By

Name

Title

Date

16|Page

DELINQUENT PERSONAL PROPERTY STATEMENT

, hereby affirms under oath, pursuant to New Hampshire State Code,

that at the time the bid was submitted by (company) was / was not (please circle

one) charged with delinquent personal property taxes on the General Tax List of Personal Property for Hillsborough

County, New Hampshire.

If such charge for delinquent personal property tax exists on the General Tax List of Personal Property for

Hillsborough County, New Hampshire, the amount of such due and unpaid delinquent taxes, including due and
unpaid penalties and interest shall be set forth below. A copy of this statement shall be transmitted to the
Hillsborough County Treasurer within thirty (30) days of the date it is submitted. Ifa contract is entered into, a copy
ofthis statement shall also be incorporated into the contract between NTS and the bidder and no payment shall be

made with respect to any contract unless such statement has been so incorporated as a part thereof.

Company Signed By

Penalties *

Interest *

Total *

Delinquent Personal Property Tax *

Name & Title Date

State of

County of

SWORN TO BEFORE ME THIS

SEAL

* Mark “N/A” if not applicable

DAY OF , 20

NOTARY PUBLIC

MY COMMISSION EXPIRES

17|Page

City of Nashua

Purchasing Department
Administrative Services Division (603) 589-3330
229 Main Street - Nashua, NH 03060 Fax (603) 594-3233

April 14, 2021
Memo #21-107

TO: Mayor Donchess
Finance Committee

SUBJECT: Mobile Parking Payment System Contract Renewal in the amount of no funding required
(end user funded)

Please see attached communications from Tim Cummings, Director of Economic Development, dated April
12, 2021 for project specific details related to this purchase. Below please find a summary of the purchase
approval request:

Item: Mobile parking payment application system
Value: SO
Vendor: PayByPhone

Department: | Economic Development Division: Parking Department
Source Fund: End user funded so no City funding is required

Ordinance: Pursuant to § 5-84 Special purchase procedures. A/ (7) Purchases under extensions
of contracts when no price increase exceeds 10% per year.

The Economic Division: Parking Department, and the Purchasing Department respectfully request your
approval of this contract.

Regards,
Kelly Parkinson

Purchasing Manager

Ce: T Cummings
J Graziano

THE CITY OF NASHUA
Economic Development Division — Parking Department
Office of the Mayor

TO: Kelly Parkinson, Purchasing Manager
FROM: Tim Cummings, Director of Economic Development
DATE: April 12, 2021

SUBJECT: |PayByPhone Service Renewal for Metered Parking in Downtown Nashua

The current contract with PayByPhone expires in May 2021. PayByPhone is offering to
extend the current contract terms, including the $0.32 transaction fee currently charged to its
users, with the City of Nashua through June 2022.

In May of 2018, the City of Nashua went live with the mobile parking payment application
system, PayByPhone. Over the course of the past three years since inception, PayByPhone has
been widely accepted and become an increasingly popular payment option for patrons visiting
and parking in downtown Nashua. The PayByPhone mobile application service continues to
grow in popularity and on average over the past twelve months alone, the total revenue derived
from PayByPhone transactions has accounted on average for about 30% of total meter revenue.

The Office of Economic Development and Parking Department is requesting approval of the
renewal of the PayByPhone service contract before you today.

Thank You.

229 Main Street, Suite 234 + Nashua, New Hampshire 03060 « Phone (603) 589-3205

CONTRACT FOR PROFESSIONAL SERVICES

PAY-BY-CELL SERVICES FOR MUNICIPAL PARKING
RFP0654-102717

A CONTRACT BETWEEN

THE CITY OF NASHUA, 229 MAIN STREET, NASHUA, NH 03061-2019
AND

PAYBYPHONE TECHNOLOGIES INC.

“PAYBYPHONE” OR “SERVICE PROVIDER”

1168 HAMILTON STREET, VANCOUVER, BRITISH COLUMBIA, CANADA
ADDRESS OF SERVICE PROVIDER

WHEREAS, the City of Nashua, a political subdivision of the State of New Hampshire, from time to time
requires the services of a service provider; and

WHEREAS, it is deemed that the services of the Service Provider herein specified are both desirable and in
the best interests of the City of Nashua; and

WHEREAS, Service Provider represents they are duly qualified, equipped, staffed, ready, willing and able
to perform and render the services hereinafter described;

Now, THEREFORE, in consideration of the agreements herein made, the parties mutually agree as follows:

1, DOCUMENTS INCORPORATED. The following exhibits are by this reference incorporated herein and are
made part of this contract (“Agreement” or “Contract”):

Exhibit A — General Terms and Conditions

Exhibit B - Pricing for Pay-By-Cell Services for Municipal Parking as Provided by PayByPhone
Technologies Inc.

Exhibit C - At Will Professional Services Rate Table & Definitions

The Contract represents the entire and integrated agreement between the parties and supersedes prior
negotiations, proposals, representations or agreements, either written or oral. Any other documents which
are not listed in this Article are not part of the Contract.

2. WORK TO BE PERFORMED Except as otherwise provided in this contract, PayByPhone shall furnish all
services, equipment, and materials and shall perform all operations necessary as required to carry out and
perform in accordance with the terms and conditions of the contract the work described.

A. DESCRIPTION OF SERVICE The product provided by PayByPhone is mobile payment service for
municipal metered parking (“Service”). The Service will register municipal parking users by phone or
online who wish to pay for parking by personal wireless devices (e.g., cellular telephones) or other wireless

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systems (e.g. tablets, automobile communication systems, personal computers, smart watches, etc.) or web-
enabled device; activate and collect payment via credit or debit card for parking in accordance with parking
rates specified by the City of Nashua and Service Provider's service application end user Terms and
Conditions; display payment status of license plate, space or meter number on internet-capable handheld
device such as mobile phone, handheld computer or other wireless device for enforcement; and provide a
secure web-based administration interface for rates control, management and accounting reports.

B. PAYBYPHONE MOBILE PAYMENT APPLICATION PayByPhone agrees to roll out the Service for
use at The City of Nashua’s managed and owned parking facilities as agreed upon by PayByPhone and The
City of Nashua to allow for consumers to pay for the use of The City of Nashua’s parking facilities through
personal wireless devices (e.g., cellular telephones) or other wireless systems (e.g. tablets, automobile
communication systems, personal computers, smart watches, etc.).

C. PAYBYPHONE MANAGEMENT SYSTEM PayByPhone will operate and manage a_ software
application for The City of Nashua that will provide near real time information and management reports on
the transactions conducted utilizing the PayByPhone Parking Payment Application (the “Management
System”). PayByPhone will host the Management System on its network, The City of Nashua will access
the PayByPhone Management System through a browser-based program installed on The City of Nashua’s
computer hardware.

D. COMPUTER, NETWORKING AND TELECOMMUNICATION SYSTEMS PayByPhone will own or
possess, and will operate and maintain, all computer and networking hardware and software and data
required to operate the Service as contemplated in this Agreement, other than The City of Nashua’s existing
computer and telecommunications systems.

E. MOBILE PAYMENT SERVICE ENFORCEMENT The City of Nashua agrees to supply wireless devices
to employees in the field to provide near real time confirmation of validly parked vehicles.

F. REPORTS PayByPhone will provide The City of Nashua with a set of standard reports in the self-
serve PayByPhone BackOffice. The PayByPhone BackOffice is a part of the PayByPhone Management
System. Any changes or customizations requested by the City of Nashua to the standard set of reports will
be subject to then-current PayByPhone Professional Services fees. See “Exhibit C: At Will Professional
Services Rate Table & Definitions” for agreed upon service rates.

3. PRICING AND PAYMENT The City of Nashua agrees to pay the fees for at will services, as
outlined in Exhibit C. All amounts payable hereunder are exclusive of any and all taxes, including taxes
applicable on fees paid by the consumer, and The City of Nashua is responsible for payment of any taxes
on payments made by the City of Nashua. All prices are stated, and The City of Nashua shall pay, in US
dollars. Payment is due within 30 days of invoicing.

A. MERCHANT ACCOUNT PayByPhone and The City of Nashua agree that PayByPhone will
serve as the merchant of record for parking fees paid using the PayByPhone Parking Payment Application.
PayByPhone will collect The City of Nashua’s parking revenues and the Transaction Fee as outlined in
Exhibit B from parkers using PayByPhone mobile payment service only. Parking rates, hours and other
parking restrictions shall be set by the City of Nashua through the PayByPhone BackOffice. PayByPhone
will retain the Transaction Fee which is comprised of a convenience fee paid to PayByPhone for their
services and a payment processing cost associated with acting as the Merchant of Record. PayByPhone
shall remit net parking revenue to The City of Nashua via check. Checks shall be mailed out to the City of
Nashua by the last business day of the following week. The “Transaction Fee” is charged per parking
session or parking session extension,

PayByPhone shall provide the City of Nashua with PayByPhone’s standard monthly statements showing
PayByPhone parking sessions, and associated Transaction Fees broken down into payment processing cost,

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AG 2 of4

and convenience fee. In addition, the City of Nashua will be granted access to the PayByPhone BackOffice
online interface to access all parking transaction data at will.

PayByPhone retains the right to discontinue as the merchant of record. Should PayByPhone discontinue as
the merchant of record, PayByPhone will provide The City of Nashua with 90 days’ written notice. In such
circumstance, The City of Nashua can supply their own merchant account with The City of Nashua’s
acquiring bank and PayByPhone will cover the cost of linking one (1) The City of Nashua merchant account
with PayByPhone’s gateway provider. In the event PayByPhone discontinues as merchant of record, the
City of Nashua has the right to terminate this agreement for cause as outlined in the General Conditions.

B. THIRD PARTY INTEGRATION In the event that system changes (such as upgrades) by a third
party impact the PayByPhone integration with The City of Nashua sub-systems such as enforcement, The
City of Nashua agrees to pay for all PayByPhone development costs required to maintain such integration.
PayByPhone will notify The City of Nashua, in advance, of any such integration costs. Upon receipt of
such notice, The City of Nashua has 30 days to elect not to pay such integration costs and terminate the
agreement for cause as outlined in the General Conditions.

4. EXCLUSIVITY The City of Nashua agrees that PayByPhone will be the sole and exclusive provider of
the following mobile payment service applications for The City of Nashua during the term of this
agreement: all wireless payment applications employing wireless devices, internet, and telephone to pay
for parking at the specific The City of Nashua parking lots where PayByPhone is deployed pursuant to this
Agreement.

5. EFFECTIVE DATE OF CONTRACT. This contract shall take effect upon execution by the City of Nashua.

6. SIGNAGE. The City of Nashua agrees to provide adequate space for PayByPhone signage at each parking
facility at which the PayByPhone mobile payment services service is to be available, with sign size and
placement to be mutually agreed by PayByPhone and The City of Nashua acting reasonably. The City of
Nashua agrees that signs will be hung and/or located near payment machines at parking facilities enabled
with the PayByPhone mobile payment services service PayByPhone will provide the first round of signage
for the initial implementation at The City of Nashua’s locations offering PayByPhone as mobile payment
service provider. The City of Nashua agrees to use PayByPhone’s standard signage template for locations
offering PayByPhone as mobile payment service provider. PayByPhone will provide one sign to be located
at each pay station, plus one at each level of the parking structure without a pay station. Additionally, one
decal will be placed on each pay station and/or meter. The City of Nashua will be responsible for installation
of all decals and signs required for implementation. The City of Nashua agrees to supply all future decals
and signage, including new locations. The City of Nashua agrees to supply replacement signs and decals
which may be required in the future.

Standard PayByPhone signage template is included in the standard implementation project. Professional
Services associated with custom signage or changes to standard signage are billable as outlined in Exhibit
C - At Will Professional Services Rate Table & Definitions. All signage must comply with the PayByPhone
consumer branding standards.

7. MARKETING EVENTS. PayByPhone may conduct on-site marketing events and campaigns for its
service, whereby PayByPhone will inform parking lot consumers of the availability of the PayByPhone
mobile payment services as well as any promotions available, with the knowledge and approval of The City
of Nashua which is not to be unreasonably withheld. PayByPhone will be responsible for following all
applicable state and local laws in holding marketing events in the City of Nashua. The City of Nashua will
assist PayByPhone in arranging marketing events in accordance with Section 6 (City of Nashua
Cooperation) of Exhibit A— General Terms and Conditions.

8. THE CITY OF NASHUA TRAINING. PayByPhone will provide initial training to The City of Nashua using
a“Train the Trainer” (the “The City of Nashua Trainer”) model on the self-served PayByPhone BackOffice.

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AG 3 of 4

The said The City of Nashua Trainer will be a City of Nashua employee, and at the City’s own expense, he
or she will train city staff, including patrollers, to operate the mobile payment services and related
applications and technology. Additional training sessions are available as stated in Exhibit C - At Will
Professional Services Rate Table & Definitions.

9, TERM AND RENEWAL. This Agreement shall enter into force on the Effective Date and shall remain in
force and effect for a period of three consecutive years (the “Initial Term”) from the date signed by the City
of Nashua unless earlier terminated in accordance with this Agreement. Upon the termination of the Initial
Term, the Agreement will renew for one (1) additional term of one (1) year ( a “Renewal Term”) upon
written request from PayByPhone no less than 30 days prior to the expiration of the current term. The Initial
Term and all Renewal Terms, if any, shall collectively be referred to as the “Term”.

10. NOTICES. All notices, requests, or approvals required or permitted to be given under this contract
shall be in writing, shall be sent by hand delivery, overnight carrier, or by United States mail, postage
prepaid, and registered or certified, and shall be addressed to:

CITY OF NASHUA REPRESENTATIVE: PayByPhone REPRESENTATIVE:
James Vayo — AICP Jules Marshall

Downtown Specialist & OED Coordinator Director of Finance for North America
Economic Development Division 403 — 1168 Hamilton Street

Office of the Mayor — City Hall Vancouver, BC

229 Main Street V6B 282

Nashua, NH 03060 Canada

Any notice required or permitted under this contract, if sent by United States mail, shall be deemed to be
given to and received by the addressee thereof on the third business day after being deposited in the mail.
The City of Nashua or PayByPhone may change the address or representative by giving written notice to
the other party.

11. SERVICE PROVIDER REPRESENTATIONS. PayByPhone is a corporation duly incorporated, validly
existing and in good standing under the laws of its Province of incorporation and has all requisite corporate
power and authority to execute, deliver and perform its obligations under this contract.

The execution, delivery and performance of this contract has been duly authorized by PayByPhone and no
approval, authorization or consent of any governmental or regulatory agency is required to be obtained in
order for PayByPhone to enter into this contract and perform its obligations hereunder.

PayByPhone is duly authorized to conduct business in and is in good standing in each jurisdiction in which
PayByPhone will conduct business in connection with this contract.

PayByPhone has obtained all licenses, certification, permits, and authorizations necessary to perform the
services under this contract and currently is in good standing with all regulatory agencies that regulate any
or all aspects of PayByPhone’s performance of the services. PayByPhone will maintain all required
certifications, licenses, permits and authorizations during the term of this contract at its own expenses.
PayByPhone must maintain any certification that were specified as a minimum requirement in the selection
process. If during the period of the contract, a new certification is established as a minimum requirement
for similar applications, PayByPhone shall, within a reasonable time, obtain that certification,

IN WITNESS WHEREOF, the parties hereto have caused this contract to be signed and intend to be legally
bound thereby.

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