and convenience fee. In addition, the City of Nashua will be granted access to the PayByPhone BackOffice
online interface to access all parking transaction data at will.
PayByPhone retains the right to discontinue as the merchant of record. Should PayByPhone discontinue as
the merchant of record, PayByPhone will provide The City of Nashua with 96 days’ written notice. In such
circumstance, The City of Nashua can supply their own merchant account with The City of Nashua’s
acquiring bank and PayByPhone will cover the cost of linking one (1) The City of Nashua merchant account
with PayByPhone’s gateway provider. In the event PayByPhone discontinues as merchant of record, the
City of Nashua has the right to terminate this agreement for cause as outlined in the General Conditions.
B. THIRD PARTY INTEGRATION In the event that system changes (such as upgrades) by a third
party impact the PayByPhone integration with The City of Nashua sub-systems such as enforcement, The
City of Nashua agrees to pay for all PayByPhone development costs required to maintain such integration.
PayByPhone will notify The City of Nashua, in advance, of any such integration costs. Upon receipt of
such notice, The City of Nashua has 30 days to elect not to pay such integration costs and terminate the
agreement for cause as outlined in the General Conditions.
4, EXCLUSIVITY The City of Nashua agrees that PayByPhone will be the sole and exclusive provider of
the following mobile payment service applications for The City of Nashua during the term of this
agreement: all wireless payment applications employing wireless devices, internet, and telephone to pay
for parking at the specific The City of Nashua parking lots where PayByPhone is deployed pursuant to this
Agreement.
5. EFFECTIVE DATE OF CONTRACT. This contract shall take effect upon execution by the City of Nashua.
6. SIGNAGE. The City of Nashua agrees to provide adequate space for PayByPhone signage at each parking
facility at which the PayByPhone mobile payment services service is to be available, with sign size and
placement to be mutually agreed by PayByPhone and The City of Nashua acting reasonably. The City of
Nashua agrees that signs will be hung and/or located near payment machines at parking facilities enabled
with the PayByPhone mobile payment services service PayByPhone will provide the first round of signage
for the initial implementation at The City of Nashua’s locations offering PayByPhone as mobile payment
service provider. The City of Nashua agrees to use PayByPhone’s standard signage template for locations
offering PayByPhone as mobile payment service provider. PayByPhone will provide one sign to be located
at each pay station, plus one at each level of the parking structure without a pay station. Additionally, one
decal will be placed on each pay station and/or meter. The City of Nashua will be responsible for installation
of all decals and signs required for implementation. The City of Nashua agrees to supply all future decals
and signage, including new locations. The City of Nashua agrees to supply replacement signs and decals
which may be required in the future.
Standard PayByPhone signage template is included in the standard implementation project. Professional
Services associated with custom signage or changes to standard signage are billable as outlined in Exhibit
C - At Will Professional Services Rate Table & Definitions. All signage must comply with the PayByPhone
consumer branding standards.
7. MARKETING EVENTS. PayByPhone may conduct on-site marketing events and campaigns for its
service, whereby PayByPhone will inform parking lot consumers of the availability of the PayByPhone
mobile payment services as well as any promotions available, with the knowledge and approval of The City
of Nashua which is not to be unreasonably withheld. PayByPhone will be responsible for following all
applicable state and local laws in holding marketing events in the City of Nashua. The City of Nashua will
assist PayByPhone in arranging marketing events in accordance with Section 6 (City of Nashua
Cooperation) of Exhibit A — General Terms and Conditions.
8. THE CITY OF NASHUA TRAINING. PayByPhone will provide initial training to The City of Nashua using
a “Train the Trainer” (the “The City of Nashua Trainer”) model on the self-served PayByPhone BackOffice.
AG 3 of 4
