HomeMy WebLinkAboutORDINANCE 6145113 West Mountain Street
Fayetteville, AR 72701
(479) 575-8323
Ordinance: 6145
File Number: 2018-0768
PAYBYPHONE LIMITED:
AN ORDINANCE TO WAIVE COMPETITIVE BIDDING AND AUTHORIZE AN EXTENSION OF THE
CONTRACT FOR PARKING PAYMENT SERVICES WITH PAYBYPHONE LIMITED THROUGH
2022
WHEREAS, in 2010, the City of Fayetteville entered into a software service agreement with Verrus Mobile
Technologies, now PayByPhone Limited, to provide parking payment services; and
WHEREAS, the cost of these services is expected to exceed $20,000.00 for the first time, thus
requiring City Council approval; and
WHEREAS, formal competitive bidding is not necessary for renewal of software contracts.
NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF
FAYETTEVILLE, ARKANSAS:
Section 1: That the City Council of the City of Fayetteville, Arkansas hereby determines that because
of Ark. Code Ann. § 19-11-203(14)(AA), which exempts software renewals, the extension of the City's
contract with PayByPhone Limited does not require formal competitive bidding and, therefore, waives
competitive bidding and authorizes Mayor Jordan to extend the contract with PayByPhone Limited for
parking payment services through 2022.
Page 1 Printed on 1116/19
Ordinance: 6145
File Number: 2018-0768
PASSED and APPROVED on 1/15/2019
Attest:
Sondra E. Smith, City ClervtoT�vz ■,.,f
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Page 2 Printed on 1116119
�. 113 West Mountain Street
City of Fayetteville, Arkansas
- , Fayetteville, AR 72701
(479) 575-8323
I 'I
Text File
File Number: 2018-0768
Agenda Date: 1/15/2019 Version: 1 Status: Passed
In Control: City Council Meeting File Type: Ordinance
Agenda Number: C. 5
PAYBYPHONE LIMITED:
AN ORDINANCE TO WAIVE COMPETITIVE BIDDING AND AUTHORIZE AN EXTENSION OF
THE CONTRACT FOR PARKING PAYMENT SERVICES WITH PAYBYPHONE LIMITED
THROUGH 2022
WHEREAS, in 2010, the City of Fayetteville entered into a software service agreement with Verrus Mobile
Technologies, now PayByPhone Limited, to provide parking payment services; and
WHEREAS, the cost of these services is expected to exceed $20,000.00 for the first time, thus requiring City
Council approval; and
WHEREAS, formal competitive bidding is not necessary for renewal of software contracts.
NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF
FAYETTEVILLE, ARKANSAS:
Section 1: That the City Council of the City of Fayetteville, Arkansas hereby determines that because of Ark.
Code Ann. § 19-11-203(14)(AA), which exempts software renewals, the extension of the City's contract with
PayByPhone Limited does not require formal competitive bidding and, therefore, waives competitive bidding
and authorizes Mayor Jordan to extend the contract with PayByPhone Limited for parking payment services
through 2022.
City of Fayetteville, Arkansas Page 1 Printed on 111612019
Justin Clay
City of Fayetteville Staff Review Form
2018-0768
Legistar File ID
1/15/2019
City Council Meeting Date - Agenda Item Only
N/A for Non -Agenda Item
12/21/2018 PARKING MANAGEMENT (430)
Submitted By Submitted Date Division / Department
Action Recommendation:
Approving a resolution to waive the requirements of competitive bidding and to continue an existing software
service agreement with PayByPhone through the year 2022 to provide mobile payment capabilities for parking
consumers
Account Number
Project Number
Budgeted Item? NA
Does item have a cost? NA
Budget Adjustment Attached? NA
Budget Impact:
Current Budget
Funds Obligated
Current Balance
Item Cost
Budget Adjustment
Remaining Budget
Fund
Project Title
V20180321
Purchase Order Number: Previous Ordinance or Resolution #
Change Order Number:
Original Contract Number:
Comments:
Approval Date:
CITY OF
FAYETTEVILLE
ARKANSAS
JANUARY 15, 2019
TO: Mayor and City Council
THRU: Don Marr, Chief of Staff
FROM: Justin Clay
DATE: December 21, 2018
CITY COUNCIL MEMO
SUBJECT: Approving a resolution to waive the requirements of competitive bidding
and to continue an existing software service agreement with PayByPhone
through the year 2022 to provide mobile payment capabilities for parking
consumers
RECOMMENDATION:
Staff recommends approving a resolution to waive the requirements of competitive bidding and
to continue an existing software service agreement with PayByPhone (formerly Verrus Mobile
Technologies) through the year 2022 for providing consumers with easy and secure parking
payment options using mobile web, smartphone, and smartwatch applications.
BACKGROUND:
In 2010, the City entered into a software service agreement with (then) Verrus Mobile
Technologies to provide a pay -by -cell solution that allowed patrons visiting the Entertainment
District to purchase parking and add additional time to their parking purchase, thus creating a
more convenient payment method in addition to the parking pay station. A $0.35 transaction fee
is passed on to the consumer using this service. The $0.35 transaction fee is recorded as
revenue by the City and is then paid out monthly to the software service provider. The original
contract also accounted for a monthly hosting fee to be paid by the City, but that fee was
evaluated and removed after the first six (6) months per the terms of the contract. Verrus
Mobile Technologies has since been acquired by PayByPhone, a subsidiary of Volkswagen
Financial Services AG.
DISCUSSION:
With the adoption and convenience of mobile applications, the number of PayByPhone
transactions has grown significantly over the years, increasing approximately 300% between
2014-2018 (from 14,000 transactions to 60,000 transactions) and accounting for approximately
17% of all Entertainment District transactions. This level of increase has resulted in an increase
in corresponding transaction fees which will exceed $20,000 for the first time in 2018, thus
requiring City Council approval of this agreement.
The negative impact resulting from a disruption of service on consumers and merchants who
promote this mobile payment feature would render competitive bidding impractical and
unfeasible in this case. Staff therefore recommends waiving the requirements of competitive
bidding for the continuation of this software service agreement. The terms of this contract do
Mailing Address:
113 W. Mountain Street
Fayetteville, AR 72701
www,fayetteville-ar.gov
allow for annual automatic renewals unless either party provides at least 30 days prior written
notice of its intent not to renew the agreement.
BUDGET/STAFF IMPACT:
No budget or staff impact. The $0.35 transaction fee is paid by the consumer, collected by the
City as revenue and then paid out to PayByPhone monthly.
Attachments:
Verrus Technologies Original Contract & Supporting Documentation
City of Fayetteville Staff Review Form
City Council Agenda Items
and
Contracts, Leases or Agreements
n/a
City Council Meeting Date
Agenda Items Only
Sharon Waters Parking Management Transportation Services
Submitted By Division Department
Action Kequirea:
Approval of an Agreement with Verrus Mobile Technologies for the processing of Pay -by -Cell transactions for the
Entertainment District Parking Program.
$
500.00 $
500.00
Entertainment Dist. Parking Program
Cost of this request
Category / Project Budget
Program Category / Project Name
2130.9131.5315.00
$
-
Contract Services
Account Number
Funds Used to Date
Program / Project Category Name
$
500.00
Off -Street Parking
Project Number
Remaining Balance
Fund Name
Budgeted Item �.J
Budget Adjustment Attached
�--, -)
9- i"/
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0
Previous Ordinance or Resolution #
Depa Director
Date
Original Contract
Date:
[�
S�>! Mato
Original Contract
Number:
Attorney
Date
Fo, AA o—
kA,.,, 4-2016
Finan and Internal Services
Director Date
Received in City
Clerk's Office
08-04-10A11:16 R C V D
-�-�v
C of o
Date
Received in�
D e
Mayor's Office
vor
Revised January 15, 2009
PV
T
�ARRANSA�
CONTRACT REVIEW MEMO
To: Mayor Lioneld Jordan
Thru: Don Marr, Chief of Staff
Terry Gulley, Director of Transportation
From: Sharon Waters, Parking and Telecom Manager I�Vlz
Date: August 3, 2010
THE CITY OF FAYETTEVILLE, ARKANSAS
DEPARTMENT CORRESPONDENCE
Subject: Approval of an Agreement with Venus Mobile Technologies for the Processing of
Pay -by -Cell Transactions
PROPOSAL:
City staff recommends the approval of an Agreement with Verrus Mobile Technologies for the processing of
Pay -by -Cell transactions for the Entertainment District Parking Program. This Agreement will also provide
register -by -phone services for the guests of residents living in the l-ntertainment District.
RECOAUdEENDATION•
Venus Mobile Technologies provides a Pay -by -Cell solution that allows patrons visiting the Entertainment
District to add additional money to their parking permit without the need of returning to their vehicle. This
solution will also provide a convenient register -by -phone service for the guests that visit residents living in the
Entertainment District.
BUDGET IMPACT:
The cost for the service is $0.35 per transaction which is passed on to the consumer using this service. The cost
to the City is $100.00 per month, totaling an annual cost of $1200.00; $500 for the remaining 5 months in 2010.
F TTEVIL
THE CITY OF FAYETTEVItLE. ARXANSAS
KIT WILLIAMS, CITY ATTORNEY
DAVID WHITAKER, ASST. CITY ATTORNEY
DEPARTMENTAL CORRESPONDENCE
MEMORANDUM
LEGAL DEPARTMENT
TO: LIONELD JORDAN, MAYOR
DON MARK, CHIEF OF STAFF
TERRY GULLEY, TRANSPORTATION DIRECTOR
SHARON WATERS, PARKING MANAGEMENT
CC: KIT WILLIAMS, CITY ATTORNEY
FROM: JASON B. KELLEY, ASST. CITY ATTORNEY I
DATE: AUGUST 4, 2010
RE: PAY -BY -CELL AGREEMENT WITH VERRUS MOBILE TECHNOLOGIES
I have reviewed the proposed agreement with Verrus Mobile Tecimologies of Vancouver,
BC, Canada for the provision of pay -by -cell services for the Dickson Street Entertainment
District parking program. You need to be aware of the following concerning this proposed
agreement:
1. The agreement is
g governed 6y the laws of the Province of British Colombia, �
Canada and establishes the courts of British Columbia, Canada as having exclusive jurisdiction
for any court action related to the agreement. Further, in the agreement the City consents toW, „L
personal and exclusive jurisdiction and venue in the courts of the Canadian province of British
Columbia. I am not versed in Canadian law and cannot verify whether the proposed agreement is�( v_
in conformance with the requirements of any Canadian law.
The agreement requires the City to provide "adequate space at each parking
V facility" for a Verrus sign "to be hung and/or Iocated neara
p yment machines at parking facilities
enabled by the Verrus PBC service." The signage must comply with "Appendix B" of the x,agreement which was not included in the reviewed packet material, Depending on this U
requirement, our city sign ordinance may be implicated. It is important to verify that we are not
contractually obligating ourselves to signage which would violate our sign ordinance provisions.
Inde t z iron is re re ' the agre Our o does no port. t c
Cit a Being vide inde tion, as slli. operate to waive our immunity. .t:
Q` 5
4. Given the international nature of this agreement, it is important to have it
clarified that the amounts payable by the City and the prices quoted are indicated in U.S. Dollars `
and not Canadian Dollars. Since the agreement is governed by Canadian law (British Columbia),
the amounts quoted may be deemed Canadian Dollars by a Canadian court. Depending on the
then -current rates of exchange, this could lead to a difference in the actual cost to the City in U.S.
Dollars.
If there are any further questions on this matter, please contact me. II
S 5 +r
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COOPERATION AND SERVICE AGREEMENT
This Cooperation and Service Agreement (the "Agreement") is entered into as of 3'– q — to
between Verrus Mobile Technologies Incorporated, a developer of enhanced mobile commerce
solutions, a British Columbia corporation with its principal place of business at 201-1028 Hamilton
Street, Vancouver, British Columbia, Canada ("Verrus") and C1 4y o,( k1e*041frvrovider of
parking services, with its head office at VGt4PT, _("Customertomer�—
RECITALS
The objective between Venus and Customer provided for in this Agreement is to provide wireless
applications to enhance the payment process for parking at parking facilities and metered parking
stalls owned and/or managed by Customer. Verrus' mobile commerce solutions will also provide
Customer with an improved management information system, including real-time operation and
transaction reports.
AGREEMENT
SECTION 1: THE VERRUS MOBILE TECHNOLOGIES PLATFORM AND APPLICATIONS
1.1 Verrus Mobile Technologies Parking Payment Application
Venus agrees to roll out the Verrus Pay by Cell Phone service ("PBC") for use at Customer's
managed and owned parking facilities agreed upon by Verrus and Customer, to pay for the use of
those facilities through personal wireless devices (e.g., cellular telephones) ("Wireless Devices"),
telematics or other wireless systems.
1.2 Verrus Management Information System
Venus will operate and manage a software application for Customer that will provide real-time
information and management reports on the transactions conducted utilizing the Verrus Parking
Payment Application (the "Management Information System"). Verrus will host the Management
Information System on its computer and network equipment. Customer will access the Management
Information System through a browser -based program installed on Customer's computer hardware.
1.3 Computer, Networking and Telecommunication Systems
Verrus will own or possess, and will operate and maintain, all computer and networking hardware
and software and data required to operate the Verrus PBC service as contemplated in this Agreement,
other than Customer's existing computer and telecommunications systems.
1.4 Pay by Cell Phone Enforcement
Customer agrees to supply Wireless Devices to employees in the field to provide real time
confirmation of validly parked vehicles.
SECTION 2: FEES AND PAYMENTS
2.1 Pricing and Payment
Customer agrees to pay the fees, as outlined in Appendix A. All amounts payable hereunder are
exclusive of any and all taxes, and Customer is responsible for payment of such taxes. All prices are
stated, and Customer shall pay, US dollars.
SECTION 3: EXCLUSIVITY
Customer agrees that Verrus will be the sole and exclusive provider of all wireless parking payment
applications (using whatsoever technology) for Customer during the term of this agreement,
including, but not limited to, all wireless payment applications employing Wireless Devices to pay
for parking at only the specific Customer lots where Verrus is deployed.
SECTION 4: MARKETING, PROMOTION AND USER EDUCATION
4.1 Signage
Customer agrees to provide adequate space at each parking facility at which the Verrus PBC service
is to be available for Verrus signage, with sign size and placement to be mutually agreed by Verrus
and Customer. Customer agrees that signs will be hung and/or located near payment machines at
parking facilities enabled with the Verrus PBC service.
All 5+g(Lc1e_ rn-s - com• (y 0,11d; vLa�ces
All signage must comply with the Verrus Consumer Branding Standards as outlined in Appendix B.
4.2 Marketing Events
Verrus may conduct on-site marketing events and campaigns for the System, whereby Verrus will
inform parking lot consumers of the availability of the Verrus PBC as well as any promotions
available with knowledge and approval of Customer which is not to be reasonably withheld.
4.3 Customer Training
Customer will, at its own expense, train its staff and employees, including patrollers, to operate the
PBC and related applications and technology at each lot.
SECTION 5: PROTECTION OF INTELLECTUAL PROPERTY RIGHTS
The parties shall cooperate with each other in protecting their respective trade names, designs,
trademarks and other similar intellectual property rights from unauthorized use.
SECTION 6: TERM AND TERMINATION
6.1 Term and Renewal
This Agreement shall enter into force for a period of three consecutive years from the date signed
unless earlier terminated in accordance with this Section 6.
The contract shall be automatically renewed annually on the anniversary of the termination date
above unless either party gives the other party at least thirty (30) days prior written notice of its intent
not to renew the Agreement
6.2 Termination
Should a party breach a material term and such breach remains uncorrected for thirty (30) days after
receipt of a notice by the breaching party, the non -breaching party may, in addition to all other
remedies available at law, terminate this Agreement by providing written notice to the breaching
party, without further obligation; provided, however, that if the nature of the breach is such that it
cannot be reasonably cured within such thirty (30) day period, the breaching party will not be deemed
in default of this Agreement so long as such party commences efforts to effect a cure and is diligently
pursuing such efforts. Provided, further, that if the breach is as a result of the non-payment of any fee,
-2-
the non -breaching party may terminate this Agreement if such breach remains uncorrected for ten
(10) days after the breaching party's receipt of notice of such breach.
SECTION 7: REPRESENTATIONS AND WARRANTIES
7.1 Mutual Representations and Warranties
Each party represents and warrants to the other that:
(i) it has the full corporate right and authority, and possesses all licenses, permits,
authorizations and rights to intellectual property, necessary to enter into and perforin
this Agreement;
(ii) its entry into and performance of this Agreement do not and will not conflict with or
result in a breach or violation of any agreement or order by which it is bound; and
(iii) this Agreement constitutes its legal, valid and binding obligations enforceable against
it in accordance with the terms of this Agreement.
SECTION 8: DISCLAIMER, INDEMNIFICATION AND LIMITATION OF LIABILITY
8.1 Disclaimer
EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, VERRUS DOES NOT MAKE,
AND HEREBY SPECIFICALLY DISCLAIMS, ANY REPRESENTATIONS OR WARRANTIES,
EXPRESS OR IMPLIED, REGARDING THE VERRUS PBC SERVICES INCLUDING ANY
IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE OR NON -INFRINGEMENT. CUSTOMER ACKNOWLEDGES THAT THE VERRUS
PBC SERVICE AND SERVICES FURNISHED BY VERRUS UNDER THIS AGREEMENT
(INCLUDING, WITHOUT LIMITATION, ANY SERVERS OR OTHER HARDWARE,
SOFTWARE, APPLICATIONS AND ANY OTHER ITEMS USED OR PROVIDED BY VERRUS
OR ANY THIRD PARTIES IN CONNECTION WITH PROVIDING ACCESS TO OR HOSTING
ANY OF THE FOREGOING OR THE PERFORMANCE OF ANY SERVICES BY VERRUS
UNDER THIS AGREEMENT) ARE PROVIDED BY VERRUS "AS IS".
-3-
8.2 Indemnification
Subject to Section 8.3, each party (the "Indemnifying Party") will defend, indemnify and hold
harmless the other party (the "Indemnified Party") from and any against any and all third party
claims, actions, losses (collectively, "Losses") resulting from or arising out of the Indemnifying
Party's breach of any representation, warranty or other obligation set forth in this Agreement. The
Indemnified Party shall not be entitled to be so indemnified unless it has given the Indemnifying
Party prompt written notice of any Losses, afforded the Indemnifying Party the opportunity to assume
sole control over the defence and settlement, if applicable, of the Losses, and provided the
Indemnifying Party (at the Indemnifying Party's expense) all relevant information, assistance and
authority to enable the Indemnifying Party to perform its obligations hereunder. The Indemnifying
Party shall not settle any Losses without the Indemnified Party's written consent, which shall not be
unreasonably withheld.
8.3 Limitation of Liability
IN NO EVENT SHALL ANY PARTY BE LIABLE FOR CONSEQUENTIAL, SPECIAL,
INDIRECT OR INCIDENTAL DAMAGES, INCLUDING BUT NOT LIMITED TO ANY
DAMAGES RESULTING FROM LOSS OF USE OR PROFITS ARISING OUT OF OR IN
CONNECTION WITH THIS AGREEMENT, WHETHER IN AN ACTION BASED ON
CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL THEORY, EVEN
IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
SECTION 9: CONFIDENTIALITY
Neither party will disclose the other party's confidential or proprietary information (including this
Agreement and any information provided by the other party that is confidentially maintained or
proprietary or which derives value from not being generally known to persons who can obtain
economic value from its disclosure or use) except:
(i) with the other party's consent;
(ii) to employees, agents and contractors who have a need to know in the discharge of their
duties and who are subject to a contractual obligation to keep such information confidential
that is at least as restrictive as this Agreement;
(iii) when required to do so by law or by any binding rule, order or request.
Each party shall exercise reasonable commercial care in protecting the confidentiality of the other
party's confidential information disclosed to it. The parties agree that an actual or threatened breach
of this provision would result in irreparable harm to the party whose confidential information would
be disclosed in breach, and shall entitle that party to temporary or permanent injunctive relief without
proof of actual damages.
For purposes of this Section 10, the parties agree that confidential or proprietary information does not
include any information that is (a) already known to the receiving party at the time of disclosure
hereunder (other than from the other party hereto) as demonstrated by its written records; (b) now or
hereafter becomes publicly known other than through acts or omissions of the receiving party, or
anyone to whom the receiving party disclosed such information; (c) disclosed to the receiving party,
by a third party, under no obligation of confidentiality to the disclosing party or any other party; or
(d) independently developed by the receiving party without reliance on the confidential information
of the disclosing party as shown by its written records.
-4-
SECTION 10: MISCELLANEOUS
10.1 Assignment
This Agreement shall be binding on the parties, their successors and their permitted assigns. Neither
party may assign its rights or obligations under this Agreement without the consent of the other.
10.2 No Agency.
Each party, in all matters relating to this Agreement, will act as an independent contractor and
independent employers. Except as otherwise expressly set forth herein, neither party will have
authority and will not represent that it has any authority to assume or create any obligation, express or
implied, on behalf of the other, or to represent the other as an agent, employee or in any other
capacity. Nothing in this Agreement shall be construed to have established any agency, joint venture
or partnership between the parties. Neither party shall make any warranties or representations on
behalf of the other party.
0.3 Governing Law.
:em t, and all
of Br'tish Cola
I be governed all respects
anor Oes. 'rk parti# hereby a ec that ll dis ut s arising/out ortill A
to i e exclusiveuri iction of ane in the c pete t courts loc
Canada, and consent to the personal and exclusive juri s&ti6n and venue of
10.4 Severability.
laws of
British
courts.
In the event that any provision of this Agreement shall be unenforceable or invalid under any
applicable law or be so held by applicable court decision, such unenforceability or invalidity shall not
render this Agreement unenforceable or invalid as a whole, and, in such event, such provision shall
be changed and interpreted so as to best accomplish the objectives of such unenforceable or invalid
provision within the limits of applicable law or applicable court decisions.
10.5 Attorney's Fees.
In any legal proceeding between the parties, the prevailing party shall be entitled to recover
reasonable attorney's fees and expenses.
10.6 Force Majeure.
If performance hereunder is prevented, restricted or interfered with by any act or condition
whatsoever beyond the reasonable control of a party, the party so affected, upon giving prompt notice
to the other party, shall be excused from such performance to the extent of such prevention,
restriction or interference.
10.7 Entire Agreement.
This Agreement, together with the Appendix attached to it, constitutes the entire agreement between
the parties with respect to the subject matter hereof. This Agreement supersedes, and the terms of
this Agreement govern, any prior agreements with respect to the subject matter hereof. This
Agreement may not be modified, amended or any provision waived except by the parties' mutual
written agreement.
-5-
0
10.8 No Waiver.
Failure by either party to enforce any provision of this Agreement (whether in any one or more
instance) shall not be deemed a waiver of future enforcement of that or any other provision.
10.9 Notice.
Any notices hereunder provided to Verrus shall be given at the address specified below or at such
other address as Verrus specifies in writing. Any notices hereunder provided to Customer shall be
given at the address specified below or at such other address as Customer specifies in writing. Any
notice or other communication required to be given hereunder by either party shall be deemed duly
given (a) when personally delivered to the other party, or (b) on the date of receipt when such notice
was mailed by certified mail, postage prepaid and return receipt requested, addressed to the other
party at the address set forth above, or such other address as either party may designate by giving
written notice to the other; or (c) on the date of receipt when such notice was sent by facsimile or e-
mail to the other party; provided the sending party receives a written or electronic notice of receipt
from the other party of the facsimile or e-mail.
10.10 Counterparts.
This Agreement may be executed in one or more counterparts, each of which shall be deemed an
original and all of which shall be taken together and deemed to be one instrument. The parties further
agree that a signature transmitted via facsimile shall be deemed original for all purposes hereunder.
10.11 Captions.
The captions used in this Agreement are for convenience only and shall not affect in any way the
meaning or interpretation of the provision set forth herein.
10.12 Trademarks, Trade Names, Logos.
Except as expressly provided in this Agreement, no trademark, trade name, logo, trade dress,
copyright or license therein, or other intellectual property rights (collectively, "Intellectual Property")
are conveyed by this Agreement. Each party reserves the right to approve in advance the use of its
Intellectual Property by the other party in each and every instance. All Intellectual Property owned
by either party shall remain the exclusive property of such party and shall be returned to such party
promptly after the expiration of this Agreement.
10.13 Agreement Approval.
Each party hereby represents and warrants that all necessary corporate and/or governmental approvals
for this Agreement have been obtained, and the person whose signature appears below has the
authority necessary to execute this Agreement on behalf of the party indicated.
10.14 Sophistication of Parties.
Each party to this Agreement represents that it is a sophisticated commercial party capable of
understanding all of the terms of this Agreement, that it has had an opportunity to review this
Agreement with its counsel, and that it enters this Agreement with full knowledge of the terms of the
agreement.
-6-
10.15 Customer's Conduct of Business Through Affiliates.
The parties acknowledge that Customer may carry out its business through affiliates. Customer agrees
to cause its affiliates to take such actions and to execute such documents as may be reasonably
required to give effect to this Agreement as though references to Customer in this Agreement were
references to Customer and those of its affiliates through which it carries on the business of owning
and operating parking facilities.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly
authorised representatives.
Notice Address:
113 W- A-wP-*a
V, -Ye tf&V;/!e, hA 721 1
ere
VERRUS MOBILE TECHNOLOGIES
INCO ORATI
By:
Irs: 0 AU �� �� ► r�--
Notice Address:
# 201 —1028 Hamilton St.
Vancouver, British Columbia
Canada
APPENDIX A
Services to be Provided:
Pay by Cell Phone (PBC)
System will:
1. Register customers by phone or online who wish to pay for parking by cell phone.
2. Activate and collect payment via credit card for parking by cell phone in accordance with
rates specified by the Customer.
3. Display payment status of license plate, space or meter number on internet capable
handheld device such as cell phone, PDA or handheld computer.
4. Provide secure web based administration interface for rates control, management and
accounting reports. Report data to be exportable via Excel CSV files
Pricing:
Monthly Fees due to Verrus
PBC hosting fee
Per Transaction Charges to Verrus
PBC consumer pays
N/A
$0.35 / transaction
Credit Card Authorization charge (if applicable) N/A*
PBC Credit Card Internet gateway charge (if applicable) N / A
* NOTE: Customer's own credit card processing merchant account fees will apply
Verrus Promotional System for Residential Visitor Parking
Promotional system will allow:
1. Specific accounts — identified by their phone number
2. Specific locations — able to define specifically where the promotion is in effect
3. Discount levels — by flat fee, by percentage or even 100% off
4. Number of uses — the system will count & limit the number of uses based on any limit
desired and time frame effective (e.g. monthly)
Pricin&
Monthly Fees due to Verrus
PBC hosting fee
$100 * /month
* NOTE: To be re-evaluated based on volume used after 6 months
-8-
Was inserted in the Regular Edition on:
January 24, 2019
Publication Charges: $ 83.20
Cathy Staggs
Subscribed and sworn to before me
This Z g day of 'Aa,,,..,, 2019.
0
Notary Publ'
My Commission Expires: z(ZOI'
CATHY WILES
Arkansas - Benton Counhy
Notary Public - Cornm;i 12,',97 i id)
My Commission Expires Feb 20, 202,1
**NOTE**
Please do not pay from Affidavit.
Invoice will be sent.
Ordinance: 6145
File Number: 2018-0768
PAYBYPHONE LIMITED:
AN ORDINANCE TO WAIVE COMPETITIVE
BIDDING AND AUTHORIZE AN
EXTENSION OF THE CONTRACT FOR
PARKING PAYMENT SERVICES WITH
LIMITED THROUGH 2022
NORTHWESTARKANsAs
WHGRL'AS, in 2010, the City of Fayetteville
WHEREAS, in C
entered into a software service agreement with
VCITUsr Mobilo Technologies, now PayDyPhonc
uemocrat�, , `�`T'ij—J;
videparking vices;
Limited, to provide parking payment services;
Limile
and
WHEREAS, the cost of (hese services is
T ..•a:. r: 442 1700 PAX: 7 G , l ld ! `. ,AL Cfi`•�
9 �r J 1V' �(
expected to exceed 520,000.00 for the First time,
thus requiring City Council approval; and
WHEREAS, Formal competitive bidding is not
necessary for renewal of software contracts.
NOW, TI IEREFORE, BE IT ORDAINED BY
'roll; CITY COUNCIL OF THE CITY OF
AFFIDAVIT OF PUBLICATION
FAYETTEVILLE, ARKANSAS:
Section 1: That the City Council of the City of
Fayetteville, Arkansas hereby determines that
I Cathy Staggs, do solemnly swear that I am the Accounting Manager of the
because of Ark. Code Ann. § 19-11-
203(14)(AA), which exempts software renewals,
Northwest Arkansas Democrat -Gazette, printed and published in
h 1�
the extension of the City's contract with
PayByPhone Limited docs not require formal
Washington County and Benton County, Arkansas, and of bona fide
competitive bidding and, therefore, waives
Mayor
circulation, that from my own personal knowledge and reference
competitive bidding and authorizes
Jordan to extend the contract with PayByPhone
to the files of said publication, the advertisement of-
Limited for parking payment services through
2022.
PASSED and APPROVED on 1/15/2019
Approved:
CITY OF FAYETTEVILLE
Lioneld Jordan, Mayor
Attest:
Ord. 6145
Sondra E- Smith, City Clerk Treasurer
74817953 .1an 24, 2019
Was inserted in the Regular Edition on:
January 24, 2019
Publication Charges: $ 83.20
Cathy Staggs
Subscribed and sworn to before me
This Z g day of 'Aa,,,..,, 2019.
0
Notary Publ'
My Commission Expires: z(ZOI'
CATHY WILES
Arkansas - Benton Counhy
Notary Public - Cornm;i 12,',97 i id)
My Commission Expires Feb 20, 202,1
**NOTE**
Please do not pay from Affidavit.
Invoice will be sent.