Airport Commission — Burlington, VT
Date: 2025-07-30
Time: 16:15

Airport Commission

 Wednesday, July 30, 2025, 4:15 PM, Zoom/Wright Room at the Airport

PLEASE NOTE:
This meeting is will be held on zoom and in-person in the Wright Room at the Airport. Zoom Info:


Topic: Airport Commission Special Meeting
Time: Jul 30, 2025 04:15 PM Eastern Time (US and Canada)
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Meeting ID: 999 3892 7623
Passcode: 204099

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Meeting ID: 999 3892 7623
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Find your local number: https://zoom.us/u/adb6ifeKOw



1. Call to Order
  Subject 1.1. Call to Order
  Meeting July 30, 2025 - Airport Commission Special Meeting - Wednesday, July 30, 2025, 4:15
 PM, Zoom/Wright Room at the Airport
  Category 1. Call to Order
  Department


  Type

  Subject 1.2. Acknowledgement of Remote Commissioners
  Meeting July 30, 2025 - Airport Commission Special Meeting - Wednesday, July 30, 2025, 4:15
 PM, Zoom/Wright Room at the Airport
  Category 1. Call to Order
  Department


  Type

2. Agenda
  2.1. Motion to amend/adopt agenda

3. Public Forum
  Subject 3.1. PUBLIC FORUM - Verbal Comments
  Meeting July 30, 2025 - Airport Commission Special Meeting - Wednesday, July 30, 2025, 4:15
 PM, Zoom/Wright Room at the Airport
  Category 3. Public Forum
  Department


  Type

4. Request to Sign a Parking Access and Revenue Control System Agreement
with FlashParking Inc.
  Subject 4.1. Memo Approval
  Meeting July 30, 2025 - Airport Commission Special Meeting - Wednesday, July 30, 2025, 4:15
 PM, Zoom/Wright Room at the Airport


  Category 4. Request to Sign a Parking Access and Revenue Control System Agreement with
 FlashParking Inc.

  Department


  Type

  Recommended Action

5. Adjournment
  Subject 5.1. Motion to adjourn
  Meeting July 30, 2025 - Airport Commission Special Meeting - Wednesday, July 30, 2025, 4:15
 PM, Zoom/Wright Room at the Airport


  Category 5. Adjournment

  Department Council and Board


  Type

  Recommended Action

6. Informational and Non-Discrimination Statements
  Subject 6.1. This agenda is available in alternative formats upon request. For more
 information on access, call Lori Olberg, Licensing, Voting and Records
 Coordinator (802-865-7136)(TTY 802-865-7142). Persons with disabilities
 who require assistance or special arrangements to participate are encouraged
 to contact 802-865-7000 (voice) or 802-865-7142 (TTY) at least 72 hours in
 advance so that proper arrangements can be made. This meeting will also air
 on Town Meeting TV the Wednesday after the meeting, starting at 8:00 pm and
 repeating at 1:00 am and 7:00 am the following day. The City of Burlington will
 not tolerate unlawful harassment or discrimination on the basis of political or
 religious affiliation, race, color, national origin, place of birth, ancestry, age,
 sex, sexual orientation, gender identity, marital status, veteran status,
 disability, HIV positive status, crime victim status or genetic information.
  Meeting July 30, 2025 - Airport Commission Special Meeting - Wednesday, July 30, 2025, 4:15
 PM, Zoom/Wright Room at the Airport
  Category 6. Informational and Non-Discrimination Statements
  Department Council and Board


  Type

Airport Commission

 Wednesday, July 30, 2025, 4:15 PM, Zoom/Wright Room at the Airport

PLEASE NOTE:
This meeting is will be held on zoom and in-person in the Wright Room at the Airport. Zoom Info:


Topic: Airport Commission Special Meeting
Time: Jul 30, 2025 04:15 PM Eastern Time (US and Canada)
Join Zoom Meeting
https://zoom.us/j/99938927623?pwd=ZdIHPkcbF7sNlELsKpe19UhTufo4x0.1

View meeting insights with Zoom AI Companion
https://zoom.us/launch/edl?muid=7828d434-c9e8-43eb-8dca-0e33ca6fed0b

Meeting ID: 999 3892 7623
Passcode: 204099

---

One tap mobile
+19292056099,,99938927623#,,,,*204099# US (New York)
+13017158592,,99938927623#,,,,*204099# US (Washington DC)

---

Dial by your location
• +1 929 205 6099 US (New York)
• +1 301 715 8592 US (Washington DC)
• +1 305 224 1968 US
• +1 309 205 3325 US
• +1 312 626 6799 US (Chicago)
• +1 646 931 3860 US
• +1 386 347 5053 US
• +1 507 473 4847 US
• +1 564 217 2000 US
• +1 669 444 9171 US
• +1 669 900 6833 US (San Jose)
• +1 689 278 1000 US
• +1 719 359 4580 US
• +1 253 205 0468 US
• +1 253 215 8782 US (Tacoma)
• +1 346 248 7799 US (Houston)
• +1 360 209 5623 US

Meeting ID: 999 3892 7623
Passcode: 204099



 Page 1 of 22
Find your local number: https://zoom.us/u/adb6ifeKOw



1. Call to Order
  Subject 1.1. Call to Order
  Meeting July 30, 2025 - Airport Commission Special Meeting - Wednesday, July 30, 2025, 4:15
 PM, Zoom/Wright Room at the Airport
  Category 1. Call to Order
  Department


  Type

  Subject 1.2. Acknowledgement of Remote Commissioners
  Meeting July 30, 2025 - Airport Commission Special Meeting - Wednesday, July 30, 2025, 4:15
 PM, Zoom/Wright Room at the Airport
  Category 1. Call to Order
  Department


  Type

2. Agenda
  2.1. Motion to amend/adopt agenda

3. Public Forum
  Subject 3.1. PUBLIC FORUM - Verbal Comments
  Meeting July 30, 2025 - Airport Commission Special Meeting - Wednesday, July 30, 2025, 4:15
 PM, Zoom/Wright Room at the Airport
  Category 3. Public Forum
  Department


  Type

4. Request to Sign a Parking Access and Revenue Control System Agreement
with FlashParking Inc.
  Subject 4.1. Memo Approval
  Meeting July 30, 2025 - Airport Commission Special Meeting - Wednesday, July 30, 2025, 4:15
 PM, Zoom/Wright Room at the Airport


  Category 4. Request to Sign a Parking Access and Revenue Control System Agreement with
 FlashParking Inc.

  Department


  Type

  Recommended Action

5. Adjournment
  Subject 5.1. Motion to adjourn


 Page 2 of 22
  Meeting July 30, 2025 - Airport Commission Special Meeting - Wednesday, July 30, 2025, 4:15
 PM, Zoom/Wright Room at the Airport


  Category 5. Adjournment

  Department Council and Board


  Type

  Recommended Action

6. Informational and Non-Discrimination Statements
  Subject 6.1. This agenda is available in alternative formats upon request. For more
 information on access, call Lori Olberg, Licensing, Voting and Records
 Coordinator (802-865-7136)(TTY 802-865-7142). Persons with disabilities
 who require assistance or special arrangements to participate are encouraged
 to contact 802-865-7000 (voice) or 802-865-7142 (TTY) at least 72 hours in
 advance so that proper arrangements can be made. This meeting will also air
 on Town Meeting TV the Wednesday after the meeting, starting at 8:00 pm and
 repeating at 1:00 am and 7:00 am the following day. The City of Burlington will
 not tolerate unlawful harassment or discrimination on the basis of political or
 religious affiliation, race, color, national origin, place of birth, ancestry, age,
 sex, sexual orientation, gender identity, marital status, veteran status,
 disability, HIV positive status, crime victim status or genetic information.
  Meeting July 30, 2025 - Airport Commission Special Meeting - Wednesday, July 30, 2025, 4:15
 PM, Zoom/Wright Room at the Airport
  Category 6. Informational and Non-Discrimination Statements
  Department Council and Board


  Type




 Page 3 of 22
TO: City of Burlington, Airport Commission


FROM: Patrick Leahy Burlington International Airport
 Nicolas Longo, Director of Aviation

DATE: July 30, 2025

SUBJECT: Parking Access and Revenue Control System Agreement with FlashParking Inc.



In an effort to enhance the efficiency and effectiveness of parking management at the Patrick Leahy
Burlington International Airport, we are proposing a replacement of the current T2 Parking Systems
parking access and revenue control system (PARCS) which has been operational since March 2018.
This replacement with a new company called FlashParking Inc. is aimed at bringing the parking
garage management of the Airport to the forefront of customer experience, revenue control, and
ensuring that we will remain on the cutting edge of technology. Using the Cooperative Purchasing
procurement methods, which is the preferred method for procuring by the City of Burlington’s updated
Procurement Policy. Flash was a preferred vendor on the cooperative purchasing program and through
diligent research on alternate solutions.


What’s Changing?:
1) New Machines:
 All entry, exit, and pay-on-foot machines located in the terminal will be replaced with
 FlashParking. We will also be adding an entry and exit lane to the White Street extension
 surface lots (lots B/C). This will help monitor the employee parking and help us capture
 revenue when these lots are used as “overflow” lots.
2) What FLASH brings to Leahy BTV:
 a) Industry leading technology.
 b) Regional supply facilities, leading to less lead time for parts and more up time for equipment.
 c) Regional sales and service support for better customer service.




 Page 4 of 22
3) Key Features:
 a) Digital Payment opportunities Apple/Google/ Credit Card Tap
 b) Off-line Cloud Storage Mode
 c) Express Pay Network and Frequent Parking Programs


4) Estimated Projected Timeline:
 8/4 – Board of Finance approval and contract execution
 8/5-9/5 – Project management meetings, with Airport staff, design team, and contractors
 9/5-9/19 – Pre- install preparations
 9/22 – Arrival of equipment
 9/22 – 10/6 – Install, implementation, training, data import.


5) Pricing and Budget:
 a) $199,079.37 down payment
 b) $7,741.31 per month or approx. $93,000 per year as a Hardware as a Service Contract (HaaS)
 that is 60-month term with 2-one-year optional extensions. Our current annual cost with T2 is
 approximately $60,000 annually for software and licensing fees.
 c) $199,995.23 optional buyout at end of term
 d) Warranty covered for initial 60 MO term and will extend with the optional extensions of the
 HaaS, extensions are not automatic and only at the request of the airport
 e) The fiscal year 2026 budget needs a budget amendment to properly reflect the down payment
 and anticipated monthly payments. This amendment will increase the existing approved fiscal
 year 2026 budget from $150,000 to $269,000 to cover down payment and monthly payments
 expected to start by October. The requested budget amendment is as follows:


 Increase /
 Org Set GL Account Account Name
 (Decrease)
Expense - Increases $ 119,000
400-35-433-600 7200_115 Capital Lease Equipment $ 119,000




 Page 5 of 22
Expense - Decreases $ (119,000)
400-35-433-600 6017 Computer Licensing and Maintenance $ (25,000)
400-35-433-600 6300_170 Repairs and Maintenance Buildings $ (94,000)


We believe this upgrade will carry us forward in an ever changing environment and keep us on the
leading edge of technology and innovation in collaboration with FLASH parking.

MOTIONS:

Airport Commission:
 1. “To approve and recommend that the City’s Board of Finance authorize the Director of Aviation
 to execute the agreement, subject to final review and approval by the City Attorney’s Office, and
 to take such further actions and execute such further instruments approved as to form by the City
 Attorney’s Office as may be necessary or convenient to effectuate the transactions contemplated
 hereby.”




 Page 6 of 22
BTV - Airport Garage
Q-92729



Proposal for:
BTV Airport
06-02-2025


Facility at:
Burlington Intl Airport 1200 Airport Dr Ste 1
South Burlington, VT, 05403-6028
United States




Created By:
Iliya Kolev
FlashParking, Inc.
iliya.kolev@flashparking.com
(617) 365-1800




 FlashParking, Inc. | 2500 Bee Caves Road suite 400 Austin, TX 78746 | Sales@flashparking.com | (800) 213-3706
 Page 7 of 22
 Quote Summary - Term:60 months
 Monthly Recurring
 Product Type One-time Subtotal
 Subtotal
Hardware $6,456.31 $199,079.37

Software $1,285.00 $0.00

Total $7,741.31 $199,079.37



Buyout Price $199,995.23




 Page 2 of 6
 Page 8 of 22
 Product Details
 Product Name Quantity
Smart Station Mini (RFID) 1

Custom Vinyl Wrap - Smart Station Wall Mount 0

Smart Station (RFID+Barcode+EMV) 14

Custom Vinyl Wrap - Smart Station Mini Hat 0

Flash Care Kit Mini-Level 2 0

Flash Care Kit Plus for Touchscreen kiosks 0

Flash Care Kit for Touch Screen Kiosk-EMV 0

Flash Care Kit for Touch Screen Kiosk 0

Flash Care Kit Mini-Level 1 0

Flash Care Kit Mini-Level 3 0

Flash Care Kit Plus for Touch Screen Kiosk-EMV 1

Smart Station Bank Note Recycler (BNR) FP Grey 3

Spare Cash Box for Bill Recycler 1

20' Straight Arm 1

Straight Gate Arm Care Kit 1

10' Straight Arm 14

Articulating Gate Arm Care Kit 1

LED Articulating Gate Arm Care Kit 0

Magnetic Access Pro-L Gate Column 1

Magnetic Gate Column 16

10' x 98" ADA Articulating Arm 2

LED Straight Gate Arm Care Kit 0

LC3100 HTS Lane Controller 0

950 W Heater 15

100 W Heater 1

3X6 ft Loop with 50 ft Lead in SC18-50 34

Commend Intercom System 0

Network Kit 1

Universal mounting pole 4

Digital Ticket Checkout (DTC) 1




 Page 3 of 6
 Page 9 of 22
24/7 Phone and Online Support 1

Full System Base Software - Flash 1

AVI Module 0

External Call Center Module 0

Network Kit Module 0

Validation Module 1

Mobile App Module (for managing parking operations) 1

Full System - Device Software License - Flash 15

Ongoing PCI compliance + Software Updates and general software patches 1

Digital Rate Display Module 0

Managed Network Services with 4G/LTE Back-up 1

Monthly Parkers Access via Mobile Phone (IVR) 1

VISION Monthly SAAS Per Device 13

FlashAccess Bluetooth-Module 1

Cash Acceptance Module 1

License Plate Recognition (LPR) Module 0

Video Damage Control Recording Camera System Module 0

Real-time Reporting Suite 1

Gate Installation 15

Cash Machine Installation 3

LPR Installation 13

Partner installation and/or Civil Work 1

Smart Station Installation 15

ParkWhiz Integration 1

Setup Fee 0

FLASH Permit 1

Travel & Expenses 1

Implementation Fee 1

Construction Implementation Fee 0

Shipping and Handling 47

PARCS Extended Warranty 0

PARCS Two Year Standard Warranty 15

EMV Gateway Setup 1




 Page 4 of 6
 Page 10 of 22
Software Suite and Configuration for FULL system-Flash 1

Commend Setup 0

Smart Station Combination Hat Kit FP Grey 2

Reservations 1

VISION 3XPOE+ Switch 7

Valet Kiosk Pay on Foot and Vehicle Request Module 0

Smart Station Hat FP Grey 11

VISION FVR-Mark4 13

FlashAccess Valet Access -Module 0




 Page 5 of 6
 Page 11 of 22
 Exhibit E
 License Agreement

 These License, Service and Product Usage Terms and Conditions (the
“Agreement” or “Terms and Conditions”, which shall include any and all schedules,
addendums, or attachments incorporated herein, as well as all amendments or
supplements of such documents and the Agreement) is entered into and effective as of
date set forth in the Agreement (the “PSA”) by and between FlashParking, Inc., a
Delaware corporation (together with its subsidiaries and affiliates, “Flash”) and City of
Burlington, a municipal corporation of the State of Vermont (“Customer”). Flash and
Customer at times are each referred to herein as a “Party” and, collectively, as the
“Parties.” Terms used herein but not defined shall have the meaning set forth in the PSA.

 This Agreement (along with the other PSA and other attached contract documents)
sets forth the terms and conditions governing Customer’s purchase of any configuration
of Equipment, Services, and Software (collectively “Flash Offerings”).

 Supplemental terms and conditions necessary for certain Flash Offerings may be
included in an amendment to this Agreement.

 NOW THEREFORE, in consideration of the covenants contained herein, and for
other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Parties agree as follows:




1 Description of the Flash OS System

 1.1 Kiosks, gates, ticket dispensers, scanners, RFID readers, cameras
 and other hardware and accessories to be delivered to Customer as specified in
 the relevant Statement of Work entered into by the Parties from time to time shall
 be referred to as “Equipment”.

 1.2 Any programmed code contained within the Equipment or used by Flash
 in the delivery of any of the Services shall be referred to as “Software” and may be
 further described in the Statement of Work and additional terms may apply
 pursuant to Attachments.

 1.3 Flash may provide the services set forth below (collectively, the
 “Services”) which shall be further described in an Statement of Work according to
 the Customer’s purchase. The Services may include:
 1.3.1 installation, electrical, cabling, and related services required to
 place the Flash Offerings into service at Customer’s sites (“Installation
 Services”);
 1.3.2 consulting, administrative, and technical services (“Professional
 Services”);




 Page 12 of 22
 1.3.3 hosted subscription services provided by Flash through the Flash
 portal, FlashParking.com website, through any mobile application offered
 by Flash, or through any other means by which Flash chooses to deliver
 the Software in the future (“Subscription Services”);
 1.3.4 merchant payment services for use with the Equipment and
 Services by means of a credit card, debit card, prepaid card, gift card,
 loyalty card, discount card or other means of payment, including crediting
 or debiting such cards (“Payment Gateway Services”). Payment Gateway
 Services will conform at all times to applicable laws pertaining to PCI
 compliance. Payment Gateway Services are rated as a DSS Level 1 for PCI
 Compliance.
 1.3.5 Final inspection, configuration, start-up, testing and enrollment
 services required to bring the Equipment and Services into full operation,
 including confirming appropriate interface/communications with the Flash
 data center(s) (“Commissioning Services”).
1.4 Additional Flash Offerings may come available over time and a
description and any necessary terms for those Flash Offerings will be captured by
an Addendum to this Agreement.

1.5 Flash may subcontract any Service in whole or in part to subcontractors
selected by Flash. Any subcontractors will be required to comply with this
Agreement and Flash will be responsible for their performance. Customer shall
cooperate and assist Flash and its subcontractors as reasonably requested by
Flash as necessary to facilitate the provision of such Services as described in the
applicable Statement of Work. Subcontractors subject to City approval as per the
terms found in Contract Section 2 D.

1.6 The Parties shall cooperate so Flash can provide Installation Services
in an efficient and timely manner.

 1.6.1 In the event any Installation Services are completed by a third-
 party not directly under Flash’s supervision: (a) Flash will not bear any risk
 associated with the Installation Services and (b) Customer shall be
 responsible for ensuring that the Installation Services will be and are
 consistent with Flash specifications and all documentation, requirements,
 and procedures made available to Customer.

 1.6.2 Regardless of who provides the Installation Services, the cost of
 obtaining all required local electrical/site/construction licenses,
 permissions, and permits necessary to allow the installation to lawfully
 proceed shall be Customer’s responsibility.

1.7 Commissioning Services shall follow Flash’s standard procedures to
confirm the Flash OS operates in conformance with the terms of this
Agreement. Failures caused by Flash shall be rectified solely at Flash’s
cost. Failures caused by the Customer may be rectified by Flash at Customer’s




 Page 13 of 22
 sole expense and Flash will bill Customer using Flash’s then-standard commercial
 time and materials rates. This includes travel and per diem expenses and shall be
 payable to Flash in accordance with the payment terms of the Agreement.
 Notwithstanding the foregoing, if such additional cost will result in the parties
 exceeding the maximum limiting amount of the PSA, a Change Order (defined
 below) shall be required, to which the City shall not unreasonably withhold,
 condition, or delay its consent.

 1.8 Either Party may request changes to the Professional, Installation
 and/or Commissioning Services to be provided by Flash (a “Change Order”). Once
 the Parties agree to a Change Order, Flash will prepare a written description of the
 agreed-upon changes, including additional fees to be charged, which must be
 signed by both Parties before it is binding on the Parties. While the Parties are
 discussing a Change Order request, Flash shall continue to work in accordance
 with the existing Statement of Work.


2 General Use; Use Restrictions

 2.1 Subject to the terms and conditions set forth in any Statement of Work,
 Customer is hereby granted a restricted, limited, revocable, non-transferable, non-
 exclusive license to use the Equipment, Software and Services (collectively, the
 “Flash Offerings”). Customer access will be limited to the permitted users identified
 by Customer, each of whom is an employee or authorized agent or contractor of
 Customer. Customer’s rights are personal, non-transferable, non-sub licensable,
 and non-exclusive. Customer’s access to Flash OS may be terminated and this
 license revoked by Flash upon any breach by Customer of this Agreement or any
 additional terms and conditions that may be set forth in separate Statement of
 Work, attachments, or other valid documents provided to Customer in accordance
 with this Agreement. Prior to termination of Customer’s access to Flash OS, Flash
 shall give Customer thirty (30) days to remedy the cause of the termination.

 2.2 Except as expressly permitted herein or in any applicable Statement of
 Work, Customer will not alter, modify or adapt any Flash Offerings. This includes
 but is not limited to: (a) translating or creating derivative works of the Offerings or
 any data or content contained therein; or (b) distributing, reselling, permitting
 access to, publishing, commercially exploiting, disclosing or otherwise transferring
 or making the Flash Offerings available to any other person or
 organization. Customer agrees that any user identifications, passwords or other
 entitlement information related to Customer’s authorized users shall be maintained
 in confidence and used only by the user to which such information is
 assigned. Customer agrees to use the Flash Offerings only as expressly permitted
 by this Agreement and in accordance with all applicable laws, rules and
 regulations. Customer shall have no rights or license of any kind with respect to
 the Flash Offerings other than as set forth in this Agreement. Customer agrees
 that, upon reasonable notice during the term of this Agreement, Flash may, at its




 Page 14 of 22
 sole discretion, request documentation from Customer to confirm that Customer is
 compliant under the terms and conditions of this Agreement.

3 Confidential Information, Proprietary Information, and Intellectual

Property Rights

 3.1 All material, non-public, business-related information, written or oral,
 whether or not it is marked “Confidential”, that is disclosed or made available to
 Customer, directly or indirectly, through any means of communication or
 observation is “Confidential Information”.

 3.2 Information owned by Flash to which Flash claims a protectable interest
 under law, which includes Confidential Information, shall be “Proprietary
 Information”. The following information, all as reasonably substantiated by
 documentation, however, is not Proprietary Information and Customer is not
 restricted as to its use or disclosure: (a) information already in the possession of,
 or already known to, the Customer as of the Effective Date, and not under any
 other obligations of confidentiality due to any other agreements between the
 Parties; (b) information that enters the public domain after the Effective Date, or
 which, after such disclosure, enters the public domain through no fault of the
 Customer; (c) information lawfully furnished or disclosed to the Customer by a non-
 party to this Agreement without any obligation of confidentiality; (d) information
 independently developed by any Party without use of any Proprietary or
 Confidential Information; or (e) information that is explicitly approved for release
 by Flash.

 3.3 Customer agrees to hold in confidence all Proprietary Information that
 it receives from Flash. Customer will not disclose any of Flash’s Proprietary
 Information to any party or person whatsoever unless it is a Customer employee
 or agent that is on a need to know basis for such Proprietary Information consistent
 with the purpose for which it was disclosed. Customer will only use Flash’s
 Proprietary Information for the purpose for which it was originally disclosed.
 Customer is not permitted to directly or indirectly, under any circumstances, use
 any of Flash’s Proprietary Information for any purpose that is in any way
 detrimental to Flash. This includes, but is not limited to, contracting with Flash’s
 employees, consultants, contractors, vendors or partners to provide services to
 Customer similar to those provided to Customer by Flash. Customer shall take
 reasonable precautions to protect the confidentiality and value of Flash’s
 Proprietary Information, including measures to prevent loss, theft and misuse.
 Customer shall immediately give notice to Flash of any unauthorized use or
 disclosure of Flash’s Proprietary Information. Customer agrees to assist Flash in
 remedying any unauthorized use or disclosure of Proprietary Information caused
 by such Customer. Customer acknowledges expressly that each and every one
 of its employees and agents are bound to the terms and conditions of this
 Agreement and that Customer is solely responsible for any breach of this




 Page 15 of 22
Agreement by any of its representatives including, without limitation, any improper
use or disclosure by its representatives of Flash’s Proprietary Information.

3.4 Upon written request and as directed by Flash, the Customer will
promptly return or destroy all Proprietary Information received from Flash,
including all copies of the information thereof. Upon the request of Flash, the
Customer shall furnish to Flash an affidavit providing assurances as to the return
or destruction of Flash’s Proprietary Information.

3.5 A disclosure of Confidential or Proprietary Information in response to a
valid request by a court of law or other governmental body or otherwise required
by law is not considered to be a breach of this Agreement or a waiver of
confidentiality for other purposes. Before any such disclosure, Customer shall
provide prompt written notice to Flash and reasonably cooperate with Flash in
seeking a protective order or preventing disclosure. Flash understands that the
City is subject to the Vermont Public Records Act, as further set forth in the PSA.

3.6 All materials transmitted from Flash to Customer which includes any
Proprietary Information are to remain the sole and exclusive property of
Flash. The Agreement and transmission or disclosure of any Proprietary
Information from Flash to Customer does not grant the Customer a license or
ownership of any kind. Flash retains all right, title and interest in all now known or
hereafter known or developed tangible and intangible intellectual property,
including without limitation, all: (a) rights associated with works of authorship
throughout the universe, including, but not limited to, copyrights, moral rights and
mask works; (b) trademarks, services marks, trade names and any other indicia of
origin; (c) technical and non-technical information (regardless of whether such
information is in tangible or intangible form) including source code, object code,
computer code, data, ideas, concepts, formulae, methods, techniques, processes,
financial business plans and business methods (including any derivatives of any
of the foregoing) that derive economic value, actual or potential, from not being
generally known to other persons who could obtain economic value from the
disclosure or use thereof, and which are the subject of efforts that are reasonable
under the circumstances to maintain their secrecy (“Trade Secrets”); (d) patents,
pending patent applications, designs, algorithms and other industrial property
rights; (e) other intellectual and industrial property rights (of every kind and nature
throughout the universe and however designated, including “rental” rights and
rights to remuneration), whether arising by operation of law, contract, license or
otherwise; and (f) registrations, initial applications, renewals, extensions,
continuations, divisions or reissues now or hereafter in force including any rights
in any of the foregoing, (collectively, “Intellectual Property”). Customer covenants
not to prejudice or impair the interest of Flash in any of its Intellectual Property. At
no time shall Customer challenge or assist others to challenge any of Flash’s
Intellectual Property or the registration thereof.




 Page 16 of 22
 3.7 All obligations and restrictions of confidentiality and ownership of
 Propriety Information under this Agreement shall survive the termination of this
 Agreement.

 3.8 Advertising and Public Disclosures. Contractor shall not include any
reference to this Agreement or to work performed hereunder in any of its advertising or
public relations materials without first obtaining the written approval of the Director or their
authorized representative. Any oral presentation or written materials related to Customer
shall include only presentation materials, work product, and technical data which have
been accepted by the City, and designs and renderings, if any, which have been accepted
by the City. Contractor shall notify the Director in advance of the date and time of any
such presentations. Nothing herein, however, shall preclude Contractor’s transmittal of
any information to officials of the City, including without limitation, the Mayor, the CEO,
any member or members of Burlington City Council, and the Auditor.

 3.9 Flash hereby authorizes Customer the right to seek use of any Flash
 trademarks and logos (the “Marks”) in its marketing and promotional materials
 solely for cross-promotional purposes to identify that Customer uses Flash
 Offerings (“Purpose”) and must be used according to any Flash guidelines
 (“Guidelines”). The Guidelines may be updated by Flash periodically. Customer
 shall not use the Marks for any other Purpose without Flash’s prior written
 authorization, which can be denied for any reason. Customer agrees that it shall
 not harm, misuse, or bring into disrepute the Marks. All uses of the Marks pursuant
 to this Agreement shall inure to the benefit of Flash. Customer may not use or
 register, or otherwise claim rights in the Marks, including as or as part of any
 trademark, service mark, Flash name, trade name, username, domain registration
 or copyright. Flash may revoke permission to use the Marks at any time.


4 Payment Terms

 4.1 Flash shall invoice Customer for recurring software license fees that
 relate to the operation of Equipment upon successful Commissioning Services or
 in no event later than 120 days after the execution of the Statement of Work.
 Customer may elect to pay any recurring software license fees annually. The first
 invoice will be upon successful Commissioning Services but in no event will such
 invoice be later than 120 days after execution of an Statement of Work unless
 otherwise agreed to by the Parties. Subsequent annual fees will be invoiced
 annually in advance.

 4.2 Customer acknowledges and agrees that certain Flash Offerings
 contain or require the payment of recurring Monthly Program Fees, which will be
 set forth in the applicable Statement of Work or addendum provided to Customer
 by Flash. Customer is responsible for the timely payment of any Monthly Program
 Fees regardless of actual usage in any particular month. Customer shall be
 invoiced monthly for any such Monthly Program Fees.




 Page 17 of 22
 4.3 Additionally, Customer shall be responsible for any additional taxes
 incurred by Customer’s tax elections made following the invoice date. The prices
 provided to Customer from Flash may not include all applicable taxes due.
 Customer may be tax exempt from certain taxes and will provide tax exempt
 certificates where applicable.

 4.4 Certain Flash Offerings may require Customer to pay fees regarding
 lost or damaged Equipment. Customer acknowledges and agrees that it
 understands under this Agreement Flash reserves the right to charge Customer
 for any damaged, stolen, or lost Equipment to the extent such damage or loss is
 caused by Customer.

 4.5 To the extent Customer disputes amounts due and owing on any invoice
 provided to Customer, Customer shall dispute such amounts within 14 days of the
 invoice date. Customer shall provide reasonable detail and support for any
 dispute. If Customer fails to meet these requirements, Customer shall have
 waived all rights to contest such fees and charges.

 4.6 Customer acknowledges and agrees that Flash shall have a right to the
 fees charged for each transaction processed by Flash, including for transactions
 that are denied, returned or charged back as a result of a third-party denying such
 payment or refusing to honor such payment to Customer. Additionally, Customer
 acknowledges and agrees that certain Flash Offerings may contain gateway,
 surcharges or convenience fees for any payments collected on behalf of
 Customer. All such gateway, surcharge or convenience fees shall be captured in
 Flash’s invoice to Customer for the applicable Flash Offering. Customer agrees
 that Flash has the right to collect all such fees and costs relating to each use of
 each Flash Offering, whether or not Customer ultimately receives payment. Flash
 shall have the right to offset bad charges or refunded charges against future
 amounts due and owing to Customer from Flash as part of using any Flash
 Offering.

 4.7 All required travel and expenses reasonably and actually incurred by
 Flash or Flash affiliates in delivering the Flash Offerings will be invoiced by Flash
 to Customer for payment upon successful Commissioning Services and payment
 is due 30 days from the date of the invoice. Current rates for Travel and Expenses
 can be found on our website. Travel expenses and approvals are addressed in
 Contract Section 5 F viii.


5 Delivery

 Unless otherwise specified in an Statement of Work, Flash shall arrange, with
 Customer’s full cooperation at Customer’s cost, the delivery of Equipment to a
 Customer facility where it is to be installed. The method of shipment and carrier
 shall be selected by Flash. Upon delivery at the Customer-designated facility (and
 subject to the Customer’s rights under the UCC to inspect the Equipment promptly
 and to reject any defective equipment, the title to and the risk of loss for the




 Page 18 of 22
 Equipment shall pass to Customer and, thereafter, the risk of loss for the
 Equipment shall be borne solely by Customer.


6 Flash Policies

 Customer agrees to abide by and accept all policies and terms of use posted on
 Flash’s website or as posted in any of Flash’s applications, including, without
 limitation, Flash’s (i) Privacy Policy, (ii) the general Terms of Use, and (iii) all
 policies regarding use of Flash Offerings (collectively, “Policies”, each a
 “Policy”). The Policies may change from time to time in Flash’s reasonable
 discretion and Flash will post such changes on its website or provide such updated
 Policies to Customer. In the case of a direct conflict between any provision of a
 Policy and the provisions of this Agreement, the provision of this Agreement shall
 prevail. It is Customer’s sole obligation to read all Policies and updates,
 amendments, and supplements thereto. Customer’s continued access of the
 website and the Flash Offerings constitutes Customer’s assent to any changed
 terms of any of the Policies.


7 Customer Representations and Warranties and Covenants

 7.1 Customer warrants that it is duly organized and validly existing under
 the laws of its state of incorporation or formation, has the necessary authority,
 licenses and other permissions to conduct the business in which it is currently
 engaged and is in compliance with all applicable laws.

 7.2 Customer warrants that it has the legal capacity to agree to the terms
 of the Agreement, perform its obligations hereunder, has obtained and shall
 maintain all necessary authorizations or registrations from appropriate authorities
 to carry out the activities contemplated in the Agreement, and entering into the
 Agreement will not violate any applicable law or regulation.

 7.3 Customer understands and agrees that to the best of its knowledge, the
 associated use of any Flash Offerings shall not (i) violate any law, rule or regulation
 applicable to Customer or (ii) be in breach of, or constitute a default under, the
 provisions of any agreement, instrument or undertaking by which Customer is
 bound.

 7.4 Customer will provide Flash with all necessary cooperation in relation
 to the Agreement and all necessary access to such information as may be required
 by Flash to provide Flash Offerings as may be reasonably necessary.

 7.5 Customer will carry out all of Customer’s responsibilities set out in the
 Agreement in a timely and efficient manner, and in the event of any delays in the
 Customer’s provision of such assistance as agreed by the Parties, Flash may
 adjust any agreed level of Flash Offerings as may be reasonably necessary.




 Page 19 of 22
 7.6 Customer shall maintain adequate insurance on the Equipment in
 Customer’s possession and control and to the extent requested by Flash, name
 Flash as an additional insured on all applicable insurance policies covering the
 Equipment.


8 Limited Warranty; Disclaimers; Remedies

 8.1 Flash warrants to Customer, as the original purchaser (which warranty is
 not transferable), that Equipment shall be free from material defects in the material
 and workmanship under normal use, in accordance with Flash’s Policies and this
 Agreement, for a period of twelve (12) months from the date of original sale or
 transfer from Flash to Customer. This warranty shall not apply if Customer uses
 the Equipment in violation of this Agreement or any Policy or if the Equipment has
 been subject to accident, negligence, abuse, misuse, or criminal acts.


9 Survival

 Any provision of this Agreement which, by its nature, would survive termination of
 this Agreement shall survive any such termination of this Agreement, including,
 without limitation, Articles: 3 – Confidential Information, Proprietary Information,
 and Intellectual Property Rights, 4 – Fees, , and 9 – Survival.


10 Miscellaneous

 The Parties are independent contractors, and nothing in this Agreement will be
 construed to constitute or appoint any party as the agent, partner, joint venturer or
 representative of the other Party for any purpose whatsoever, or to grant to any
 party any right or authority to assume or create any obligation, express or implied,
 for or on behalf of any other, or to bind any other in any way or manner whatsoever.
 Any forbearance or delay on the part of a Party in enforcing any provision of this
 Agreement or any of its rights hereunder shall not be construed as a waiver of such
 provision or of a right to enforce same for such occurrence or any future
 occurrence, notwithstanding the passage of time. No other party is intended, or
 shall be deemed, to be a beneficiary of any provision of this Agreement. This
 Agreement may be executed in counterparts, which counterparts, taken together,
 shall constitute one agreement and each Party hereto may execute this Agreement
 by signing such counterpart. This Agreement may be executed electronically, and
 an electronic version or other facsimile shall be treated as an original.




 Page 20 of 22
HaaS Addendum

This Hardware as a Service (“HaaS”) Addendum (the “Addendum”) to the FLASH OS License, Service and Product
Usage Terms and Conditions (the “Agreement”) governs the payment obligations as may be set forth in an applicable
Order Form where Customer has elected HaaS terms.

Customer agrees that FlashParking, Inc. (“Flash”), through one of more affiliates, will purchase all of the Flash
Offerings contained in the applicable order form on behalf of Customer in exchange for the Monthly HaaS Payments
set forth therein. As such, Customer hereby unconditionally agrees to pay to Flash the Monthly HaaS Payments each.

OPTION TO PURCHASE. Following an initial period of sixty (60) months from the Commissioning, Customer shall
have an option to purchase the Equipment set forth on an applicable Order Form (the “Buyout Option”) by giving
notice, in writing, to Flash of its intention to exercise the Purchase Option (the “Purchase Option Notice”).

EQUIPMENT USE. You will keep the Equipment in good working order, use it for business purposes only, not modify
or move it from its initial location without our consent, and bear the risk of its non-compliance with applicable laws.
You agree that you will not take the Equipment out of service and have a third party pay (or provide funds to pay) the
amounts due hereunder. You will comply with all laws, ordinances, regulations, requirements and rules relating to the
use and operation of the Equipment.

ASSIGNMENT. You may not sell, assign or sublease the Equipment or this Agreement without our written consent.
We may sell or assign this Agreement or our rights in the Equipment, in whole or in part, to a third party without
notice to you. You agree that if we do so the assignee will have our rights but will not be subject to any claim, defense,
or set-off assertable against us or anyone else.

LOSS OR DAMAGE. You are responsible for any damage to or loss of the Equipment. No such loss or damage will
relieve you from your payment obligations hereunder; provided that nothing in this paragraph is intended to waive
any warranty or to release FlashParking from any contractual or other legal obligation to maintain, service or repair
the Equipment.

TAXES. FlashParking retains title to the Equipment and maintains a security interest in the Equipment during the
Term of this Agreement. You will pay when due, either directly or by reimbursing us, all taxes and fees relating to
the Equipment and this Agreement. Sales or use tax due upfront will be payable over the term with a finance charge.
To the extent that Customer is exempt from any other applicable taxes, Customer will provide any applicable tax
exemption certificates.

END OF TERM. At the end of the term of this Agreement (the "End Date"), this Agreement will be of no further force
and effect and the terms of the License Agreement shall be the controlling terms with respect to the Equipment. .

MISCELLANEOUS. The parties agree that the original hereof for enforcement and perfection purposes, and the sole
"record" constituting "chattel paper" under the UCC, is either (a) the paper copy hereof bearing (i) the original or a
copy of either your manual signature or an electronically applied indication of your intent to enter into this Agreement,
and (ii) our original manual signature or (b) the copy of this Agreement executed by the parties and controlled by us
or our assignee or custodian in accordance with the Electronic Signatures in Global and National Commerce Act or
any similar state laws based on the Uniform Electronic Transactions Act and other applicable law as electronic chattel
paper under the UCC. Upon execution, the parties agree to be bound to the terms hereof regardless of the medium or
format in which this Agreement is maintained or controlled. If any provision of this Agreement is unenforceable, the
other provisions herein shall remain in full force and effect to the fullest extent permitted by law. You authorize us to
either insert or correct the Agreement number, serial numbers, model numbers, beginning date, and signature date,
and acknowledge that if your Vendor filled in any blanks above, they did so on your behalf. All other modifications
to the Agreement must be in writing signed by each party.




 Page 21 of 22
FLASHPARKING, INC. CITY OF BURLINGTON



By: By:

Name: Name:

Title: Title:

Date: Date:




 Page 22 of 22

PATRICK LEAHY BURLINGTON INTERNATIONAL AIRPORT
 AIRPORT COMMISSION
 MINUTES OF SPECIAL MEETING
 July 30, 2025
 Location: The Wright Room
 1200 Airport Drive,
 South Burlington, VT 05403
[Hybrid meeting] Approved 9/3/25
MEMBERS PRESENT: Tim George
 Jeff Schulman
 Chip Mason
 Andrew Savage
 Helen Riehle
 Robin Guillian
 Connor Daley
MEMBERS ABSENT: No members absent
BTV STAFF PRESENT: Nicolas Longo, Director of Aviation
 Jeff Bartley, Director of Innovation & Marketing
 Jesse Sprague, Executive Assistant
 Marie Friedman, Director of Finance
 David Carman, Deputy Director of Aviation Operations
 Madison Reagan, Environmental Compliance and Project Manager
 Michael Waite, Properties Manager
 Alexandra Cohen, Marketing Assistant
OTHERS PRESENT: CCTV


1.0 Call to Order
 Airport Commission Chair, Tim George, called the special meeting to order at 4:15PM. All
 Commissioners attended remotely. Commissioners George, Savage, and Mason acknowledged their
 presence online. Commissioners Riehle and Schulman were also online. The following Airport staff
 members attended in person: Jesse Sprague, Jeff Bartley, and Michael Waite.


2.0 Agenda
 Approve/Adopt Agenda
 After the acknowledgement of remote commissioners, Commissioner George went to item 3.0 Public
 Forum and did not take a vote to approve and adopt the agenda.

3.0 Public Forum
 3.1 No members of the public present. Commissioner Guillian joined the meeting virtually.

4.0 FLASH Parking Memo
 MOTION by Commissioner Daley, SECOND by Commissioner Mason to recommend that the Board
 of Finance approve the execution of an agreement with FlashParking Inc. for parking management
 services as outlined in the agenda packet.
 DISCUSSION led by Director Longo included:
 1. The current parking system, T2, does not allow certain payment methods, license plate
 recognition, and the FlashParking system is has modern features that benefit customers. This new
 system costs more annually, but this new contract
 2. There will be a budget amendment with this contract.
 3. The approval of this contract with FlashParking Inc. will be on the agenda at the Burlington City
 Council meeting at the August 4th, 2025 agenda.
 4. Parkers will still receive a ticket to pay for parking and now have the option to pay digitally with
 this system.
 5. Staff identified opportunities for increases in revenue as a result of the new system.
 6. FlashParking is a preferred vendor in the cooperative purchasing company, meaning that the
 Airport can choose FlashParking because it is on this prepared list of pre-negotiated competitive
 prices. This process is allowed by the City’s Procurement Policy The Airport can choose vendors
 on this list without going through a Request for Proposal (RFP) or Bid process. FlashParking was
 selected from this list, so an RFP process was not necessary.
 VOTING: (6-0-1); with six approvals and one abstention, the motion passes.


5.0 Adjournment
MOTION by Commissioner Guillian, SECOND by Commissioner Schulman to adjourn the
meeting.
VOTING: unanimous (7-0) motion carried. The meeting was adjourned at 4:36PM.