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17.

18.

19.

DISPOSITION OF CONTRACT MATERIALS Any books, reports, studies, photographs, negatives or
other documents, data, drawings or other materials, including but not limited to those contained in
media of any sort (e.g., electronic, magnetic, digital) supplied to Service Provider by the City of
Nashua in the performance of its obligations under this contract shall be the exclusive properiy of
the City of Nashua and all such materials shall be remitted and delivered, at Service Provider's
expense, by Service Provider to the City of Nashua upon completion, termination, or cancellation
of this contract. Alternatively, if the City of Nashua provides its written approval to Service
Provider, any books, reports, studies, photographs, negatives or other documents, data, drawings
or other materials including but not limited to those contained in media of any sort (e.g., electronic,
magnetic, digital) prepared by or supplied to Service Provider in the performance of its obligations
under this contract must be retained by Service Provider for a minimum of four years after final
payment is made and all other pending matters are closed. If, at any time during the retention
period, the City of Nashua, in writing, requests any or all of the materials, then Service Provider
shall promptly remit and deliver the materials, at Service Provider's expense, to the City of Nashua.
Service Provider shall not use, willingly allow or cause to have such materials used for any purpose
other than the performance of Service Provider's obligations under this contract without the prior
written consent of the City of Nashua. Notwithstanding the foregoing, Service Provider shall be
entitled to retain a copy of information and documents for professional, regulatory, and litigation
purposes. Notwithstanding anything in paragraph 18 or the Agreement, it is acknowledged and
agreed that any and all documentation and intellectual property created by Supplier to offer the
Services to City, including user data, shall remain the intellectual property of the Service Provider
and no transfer of ownership will occur.

PUBLIC RECORDS LAW, COPYRIGHTS, AND PATENTS Service Provider expressly agrees that all
documents ever submitted, filed, or deposited with the City of Nashua by Service Provider
(including those remitted to the City of Nashua by Service Provider pursuant to paragraph 20),
unless designated as confidential by a specific statue of the State of New Hampshire, shall be treated
as public records and shall be available for inspection and copying by any person, or any
governmental entity.

Service Provider shall have the right, in order to avoid such claims or actions, to substitute at its
expense non-infringing materials, concepts, products, or processes, or to modify such infringing
materials, concepts, products, or processes so they become non-infringing, or to obtain the
necessary licenses to use the infringing materials, concepts, products, or processes, provided that
such substituted or modified materials, concepts, products, or processes shall meet all the
requirements and be subject to all the terms and conditions of this contract.

TAXES Service Provider shall pay all taxes, levies, duties, and assessments of every nature due in
connection with any work performed under the contract and make any and all payroll deductions
required by law. The contract sum and agreed variations to it shall include all taxes imposed by
law. Service Provider hereby indemnifies and holds harmless the City of Nashua from any liability
on account of any and all such taxes, levies, duties, assessments, and deductions.

NON-WAIVER OF TERMS AND CONDITIONS None of the terms and conditions of this contract shall
be considered waived by the City of Nashua. There shall be no waiver of any past or future default,
breach, or modification of any of the terms and conditions of the contract unless expressly
stipulated to by the City of Nashua in a written 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.

Exhibits Page 8 of 13

20.

21.

22.

23.

24,

RIGHTS AND REMEDIES The duties and obligations imposed by the contract and the rights and
remedies available under the contract shall be in addition to and not a limitation of any duties,
obligations, rights, and remedies otherwise imposed or available by law.

PROHIBITED INTERESTS Service Provider shall not allow any officer or employee of the City of
Nashua to have any indirect or direct interest in this contract or the proceeds of this contract. Service
Provider warrants that no officer or employee of the City of Nashua has any direct or indirect
interest, whether contractual, non-contractual, financial or otherwise, in this contract or in the
business of Service Provider. If any such interest comes to the attention of Service Provider at any
time, a fuli and complete disclosure of the interest shall be immediately made in writing to the City
of Nashua. Service Provider also warrants that it presently has no interest and that it will not acquire
any interest, direct or indirect, which would conflict in any manner or degree with the performance
of services required to be performed under this contract. Service Provider further warrants that no
person having such an interest shall be employed in the performance of this contract. If City of
Nashua determines that a conflict exists and was not disclosed to the City of Nashua, it may
terminate the contract at will or for cause in accordance with paragraph 8.

In the event Service Provider (or any of its officers, partners, principals, or employees acting with
its authority) is convicted of a crime involving a public official arising out or in connection with
the procurement of work to be done or payments to be made under this contract, City of Nashua
may terminate the contract at will or for cause in accordance with paragraph 8. Upon termination,
Service Provider shall refund to the City of Nashua any profits realized under this contract, and
Service Provider shall be liable to the City of Nashua for any costs incurred by the City of Nashua
in completing the work described in this contract. At the discretion of the City of Nashua, these
sanctions shall also be applicable to any such conviction obtained after the expiration or completion
of the contract.

Service Provider warrants that no gratuities (including, but not limited to, entertainment or gifts)
were offered or given by Service Provider to any officer or employee of the City of Nashua with a
view toward securing a contract or securing favorable treatment with respect to the awarding or
amending or making of any determinations with respect to the performance of this contract. If City
of Nashua determines that such gratuities were or offered or given, it may terminate the contract at
will or for cause in accordance with paragraph 8.

The rights and remedies of this section shall in no way be considered for be construed as a waiver
of any other rights or remedies available to the City of Nashua under this contract or at law.

THIRD PARTY INTERESTS AND LIABILITIES The City of Nashua and Service Provider, including
any of their respective agents or employees, shall not be liable to third parties for any act or
omission of the other party. This contract is not intended to create any rights, powers, or interest
in any third party and this agreement is entered into for the exclusive benefit of the City of Nashua
and Service Provider.

SURVIVAL OF RIGHTS AND OBLIGATIONS |The rights and obligations of the parties that by their
nature survive termination or completion of this contract shall remain in full force and effect.

SEVERABILITY In the event that any provision of this contract is rendered invalid or unenforceable
by any valid act of Congress or of the New Hampshire legislature or any court of competent
jurisdiction, or is found to be in violation of state statutes or regulations, the invalidity or
unenforceability of any particular provision of this contract shall not affect any other provision, the
contract shall be construed as if such invalid or unenforceable provisions were omitted, and the
parties may renegotiate the invalid or unenforceable provisions for sole purpose of rectifying the
invalidity or unenforceability.

Exhibits Page 9 of 13

25.

26.

27,

MODIFICATION OF CONTRACT AND ENTIRE AGREEMENT This contract, together with the
exhibits attached to it, constitutes the entire contract between the City of Nashua and Service
Provider. The parties shall not be bound by or be liable for any statement, representation, promise,
inducement, or understanding of any kind or nature not set forth in this contract. No changes,
amendments, or modifications of any terms or conditions of the contract shall be valid unless
reduced to writing and signed by both parties.

CHOICE OF LAW AND VENUE This contract shall be governed exclusively by the laws of the State
of New Hampshire and any claim or action brought relating to this contract, the work performed or
contracted to be performed thereunder, or referable in anyway thereto shall be brought in
Hillsborough County (New Hampshire) Superior Court Southern Judicial District or in the New
Hampshire 9th Circuit Court—Nashua and not elsewhere.

PCI-DSS: PAYMENT CARD INDUSTRY DATA SECURITY STANDARD Service Provider
is responsible for the security of cardholder data which Service Provider possesses or otherwise
stores, processes, or transmits on behalf of The City of Nashua. Service Provider abides by the rules
and regulations set forth in the PCI-DSS.

Exhibits Page 10 of 13

Exhibit B

PRICING FOR PAY-BY-CELL SERVICES FOR MUNICIPAL PARKING
AS PROVIDED BY PAYBYPHONE TECHNOLOGIES INC.

PRICING:

One Time Setup Fees:

card processing fees).

Mobile payment services initial setup (including stock signage) Waived
Initial Integration with T2 Flex Included
Per Transaction Charges:
Transaction Fee (Comprised of convenience fee and payment processing cost):
Fee charged to service end user (the metered parking space user) for each parking payment
transaction processed with the PayByPhone acting as the merchant of record (thus paying credit $0.32

NOTES:

1. One time set-up fee includes, but is not limited to configuration, testing and implementation of a
dedicated the City of Nashua account within the PayByPhone system; merchant account integration
and testing; set up and training on reporting, customer service and other elements of the PayByPhone
Service Management Interface, marketing coordination. Setup fees invoiced at contract signing.

2. In the event that PayByPhone is the only form of payment available to parking end users (i.e. physical
pay stations or meters are removed from parking facilities), the client will be responsible for providing

Service Provider with the contact information of a City of Nashua employee whose responsibilities
include addressing parking facility complaints regarding the physical operations, maintenance, and

other physical issues of the parking facilities.

3. All fees and charges are payable within 30 days of invoicing.

Exhibits Page 11 of 13

Exhibit C

At Will Professional Services Rate Table & Definitions

Senior Architect $250 $315 a
Senior Product Manager $250 $315
Creative Services $200 $250
Project Manager $200 $250
Programmer / Developer $200 $250
Implementation Manager $175 $225
Consumer Adoption Strategist $150 $200
Application Trainer $125 $150
Support Agent $125 $150
Tester $125 $150

Senior Architect

A PayByPhone Architect will lead the definition and implementation of the
product software architectures. They will transform the requirements created by
the Product Manager into a set of architecture and design documents that can be
used by the rest of the team to create the solution. The PayByPhone Architect is
responsible for matching technologies to the proposed requirements.

Senior Product
Manger

A PayByPhone Product Manager specifies market requirements for current and
future products, Working with the Project Manager, software development team,
client and client management team, the Product Manager is responsible for
driving a solution across development teams through market requirements,
product contracts and positioning.

Creative Services

The PayByPhone Creative Team will execute highly effective and proven design
concepts, layouts, graphic elements and systems. Our Creative Manager will
plan and arrange signage, stickers, decals and marketing collateral including web
content according to the client’s parking environment, marketing strategies and
objectives, taking into consideration the usability and visibility of each sign.

Project Manager

A PayByPhone Project Manager will create and maintain project plans that
communicate tasks, milestones, status and resource allocation. Making use of
Project Management Lifecycle Methodology, they are ultimately responsible for
project execution. In addition to exercising their knowledge of project
management best practices, the PayByPhone project manager serves as business
liaison, budget manager, customer relations manager, facilitator, negotiator, risk
manager, change agent, task tracker, problem solver and implementer.

Exhibits Page 12 of 13

Exhibit C

At Will Professional Services Rate Table & Definitions (Continued)

Implementation
Manager

Manage / coordinate and implement ALL technical aspects required to set up
the project. Liaise with Parking Operator staff to ensure data is complete and
correct. Coordinate internal development resources and provide updates to
project management and commercial team on timing, dependencies etc.
Manages the pickle process. Provide technical training to client personnel.

Consumer Adoption
Strategist

A PayByPhone Consumer Adoption Strategist will work with the key client
contacts to develop and implement a plan to maximize the client’s goals for
the PayByPhone service. Learning from hundreds of client implementations,
access to the latest data analytics and considerable expertise in mobile and
consumer technology usage are incorporated into an ongoing plan to drive
maximum usage and customer convenience.

Application Trainer

A PayByPhone Applications Trainer will design and deliver training programs
for the PayByPhone system. They will also design training course materials
and other documents such as handouts, manuals and exercises. Training is
typically conducted via a web session, either one on one in a train-the-trainer
scenario or in a group setting.

A PayByPhone support agent interacts with client contacts to address inquiries

Support Agent regarding the PayByPhone system, reporting interface, log-ins and general
administration.
The PayByPhone Quality Assurance (QA) testers will thoroughly evaluate,
Tester stress-test and troubleshoot all new code, programs and software. The

PayByPhone QA testers will log and prioritized any issues/bugs found and
work closely with the Software Development team for a resolution.

Exhibits Page 13 of 13

i paybyphone

NASHUA

sss paybyphone

eet te way to pay

for parking anywhere,

a nyti me, for eA
occasion

Presented by:
Barrie Arnold — Chief Commercial Officer

- Increased Revenue & Compliance?
- Improved Customer Satisfaction?

- Streamlined Enforcement?

- Access to detailed, usable data?

BOB pay
SOB phone

Strictly confidential. Not for distribution

Global Leader — Local Presence

Vancouver Boston (MBTA) London Geneva

Highest Mobile Payment
Usage Rates
in the industry

Miami — 80% of revenue

Coral Gables — 66%

San Francisco

South Miami — 60%

MBTA — 90%

Vancouver — 50% (1 mil transactions per month)

*Usage measured as a percentage of parking operator revenue

88a pay by
sa22phone

Strictly confidential. Not for distribution

e Wholly-owned by the largest automaker in the world, giving us access to more drivers
and more capital than any other parking company

¢ $325 million dollars a year in parking revenue for our clients (they're making more money)
¢ 14 million registered users — more than any other provider (we know how to market)
¢ Available in over 300 cities worldwide — multiple languages & currencies, local expertise
¢ The only 24/7/365 call center offering LIVE phone support in English, Spanish & French
¢ Reliability — PayByPhone consistently maintains 99.9% uptime
e Whole host of new product innovations, including:
»* Dynamic Labelling
¢ Personalized Parking — (Unique User Profiles)

« In-app Messaging & Advertising

Strictly confidential. Not for distribution