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fs) THE CITY OF NASHUA “The Gate City”

Financial Services

Purchasing Department

April 12, 2018
Memo #18-119

TO: MAYOR DONCHESS

FINANCE COMMITTEE
SUBJECT: CONTRACT FOR “PAY-BY-CELL SERVICES” (VALUE: $0)

DEPARTMENT: 183 ECONOMIC DEVELOPMENT; FUND: NONE
Please see attached communication from James Vayo, Downtown Specialist, Economic Development
Division dated April 12, 2018 for the information related to this purchase.
Pursuant to § 5-78 Major purchases (greater than $10,000) A. All supplies and contractual services,
except as otherwise provided herein, when the estimated cost thereof shall exceed $10,000 shall be

purchased by formal, written contract from the lowest responsible bidder, after due notice inviting bids.

The Downtown Specialist, Economic Development Division and the Purchasing Department recommend
approval of this contract in an amount of $0 from Pay-by-Phone Technologies, Inc. of Vancouver, BC.

Respectfully,

Dan Kooken
Purchasing Manager

Ce: TCummings J Graziano

229 Main Street « Nashua, New Hampshire 0306" « Phone (603) 589-333C « Fax (603) 589-3233 |

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hier a THE CITY OF NASHUA "The Gate City"

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Economic Development Division
Downtown Specialist

To: Mayor Donchess, City of Nashua
From: James Vayo, Downtown Specialist, Economic Development Division
Ce: Tim Cummings, Director of Economic Development Division

Date: April 03", 2018

Re: Pay-by-Cell Services for Metered Parking in Downtown Nashua

Background
In an effort to provide more convenience and customer oriented parking services, The Economic

Development Division, at the request of the Mayor and the Downtown Improvement Committee, have
reviewed submissions to a Request for Proposals (RFP0654-102717) for Pay-By-Cell Services for the
City’s Municipal Parking.

On a few differing occasions over the last year, the question has arisen as to “why” the city does not
provide this feature/amenity. As a result the Economic Development office conducted a review to
determine if such a service would be feasible to implement. The review concluded that the City of Nashua
can save approximately $0.21 per credit card transaction when users of metered parking choose to pay by
cellular device and that implementing such service would not result in significant burden to resources.

Current Operations

Metered parking in Downtown Nashua is provided through a variety of payment systems interspersed
through three parking rates. The current system has the capacity to accept coin payments throughout the
entire metered parking area. Payment via paper money or credit cards is limited to the Cale “Pay &
Display” kiosks on Main Street and “Pay-By-Space” kiosks in the two municipal garages.

Visitors to Downtown Nashua do not always have coins on hand or understand how to function the Cale
kiosks which can make it difficult or inconvenient to parking in municipal parking lots in downtown.

REP Results
The City of Nashua released the RFP for Pay-by-Cell Service on October 6" and closed the RFP on
October 27". The RFP resulted in the submission of proposals from six different service vendors listed as
follows:

e Pay-by-Phone Technologies Inc. — Vancouver, BC

e ParkMobile LLC — Atlanta, GA

e Passport - Wilmington, DE

e mPay Park — Wallingford, CT

e VenTek International — Petaluma, CA

e Pango LLC — Miami, FL

Of these six vendors, three were selected for interviews. The three selected vendors were Pay-by-Phone,
Passport, and ParkMobile. The interviews were conducted by a review team comprised of staff from
parking, violations, enforcement, IT, and Economic Development. Interviews with vendors included
additional questions about end user experience, workflow procedures for enforcement, handheld
equipment, and fee structure. Interviews were completed in November.

Attachments:
1) 20180403_PayByPhone_Overview_ToFinanace.pdf
2) 20180403_PayByCell_Contract_Clean.pdf

(>) THE CITY OF NASHUA "The Cate City’

Economic Development Division
Downtown Specialist

Recommendation

The RFP submissions proposed implementation of a parking meter payment system which can be
integrated onto end user’s smart phones and other electronic devices via an Apple or Android application.
Of the three interviewed service providers, there were no negligible differences in quality and
functionality of the proposed services. With this in mind the review team focused on cost to the end user.

The following is a comparison summary of the service offered:

RFP0654-102717 Pay-by-Cell Cost Comparison
Pay-By-Phone | ParkMobile A | Passport
Signage Included Included Included
Marketing Included Included Included
Merchant of Record Vendor Vendor City
Merchant Fees Included Included $0.329
Transaction Fee $0.32 $0.45 $0.20
Total Fee $0.32 $0.45 $0.529

The Economic Development Division, in conjunction with the review team, identified PayByPhone as the
preferred provider of Pay-By-Cell services for municipal parking in Downtown Nashua.

Attached is an overview of the services provided by PayByPhone as well as the agreed upon contract.

Economic Development asks for your approval of the service contract before you today.

Attachments:
1) 20180403_PayByPhone_Overview_ToFinanace.pdf
2) 20180403_PayByCell_Contract_Clean.pdf

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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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 96 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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To:

From:

Re:

G. Motion:

Discussion:

City of Nashua, Public Works Division

Board of Public Works Meeting Date: July 28, 2022

Daniel Hudson, P.E., City Engineer
Engineering Department

2022 Sidewalk Curb Ramps Replacement Project

To approve the construction contract for the 2022 Sidewalk Curb Ramps Replacement
Project with William P. Davis Excavation, LLC of Hampton, NH in an amount of
$380.220. Funding will be through Department: 160 Admin/Engineering; Fund: Bond;
Activity: Paving.

The 2022 Sidewalk Curb Ramp Replacement Project was developed to replace curb
ramps on planned paving streets in advance of paving work to expedite paving operations.
The project was advertised for bids on March 16" and was originally slated to reconstruct
approximately 60 sidewalk landings on Summer Street, Berkeley Street, and Harris Road,
including ADA compliance improvements, resetting curb, and reconstruction of concrete
or bituminous sidewalk to match the surrounding area. One bid was received on April 6"
from William P. Davis Excavation in an amount of $594,620.00.

Following bidding, we have elected to revise the proposed work to remove work on
Summer Street, Berkeley Street, and Harris Road and replace it with 20 curb ramps on
on East Dunstable Road and 14 landings on Manchester Street at a negotiated contract
value of $380,220.00.

William P. Davis is an established local contractor who has previously performed well
on projects at the Wastewater Treatment Plant and the Merrimack River Levee.

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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City of Nashua, N@ (signature) (signature)

James Donchess, Mayer
(Printed Name and Title) (Printed Name and Title)

Date Date

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EXHIBIT A — GENERAL TERMS AND CONDITIONS

TABLE OF CONTENTS
GENERAL CONDITIONS

DEFINITIONS

SERVICE PROVIDER STATUS
STANDARD OF CARE

CITY OF NASHUA REPRESENTATIVE
CHANGES TO SCOPE OF WORK
CITY OF NASHUA COOPERATION

DISCOVERY OF CONFLICTS, ERRORS, OMISSIONS, AMBIGUITIES, OR
DISCREPANCIES

TERMINATION OF CONTRACT

DISPUTE RESOLUTION

INSURANCE

INDEMNIFICATION

COMPENSATION

COMPLIANCE WITH APPLICABLE LAWS
NONDISCRIMINATION

ENDORSEMENT

ASSIGNMENTS, TRANSFER, DELEGATION, OR SUBCONTRACTING
CITY INSPECTION OF CONTRACT MATERIALS
DISPOSITION OF CONTRACT MATERIALS

PUBLIC RECORDS LAW, COPYRIGHTS, AND PATENTS
FINAL ACCEPTANCE

TAXES

NON-WAIVER OF TERMS AND CONDITIONS

RIGHTS AND REMEDIES

PROHIBITED INTERESTS

THIRD PARTY INTERESTS AND LIABILITIES
SURVIVAL OF RIGHTS AND OBLIGATIONS
SEVERABILITY

MODIFICATION OF CONTRACT AND ENTIRE AGREEMENT

CHOICE OF LAW AND VENUE

Exhibits Page 1 of 13

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