Agenda

10.

5. Notresume work after the effective date of a notice of termination unless and until receipt
of a written notice from the City of Nashua to resume performance.

8. TERMINATION OF CONTRACT

A, TERMINATION, ABANDONMENT, OR SUSPENSION AT WILL. The City of Nashua, in its sole
discretion, shall have the right to terminate, abandon, or suspend all or part of the project and
contract at will. If the City of Nashua chooses to terminate, abandon, or suspend all or part of the
project, it shall provide Service Provider 90 day’s written notice of its intent to do so.

performed, either increasing or decreasing the scope, character, or cost of Service Provider's
performance under the contract. Service Provider shall provide to the City of Nashua within 10
calendar days, a written proposal for accomplishing the change. The proposal for a change shall
provide enough detail, including personnel hours for each sub-task and cost breakdowns of tasks,
for the City of Nashua to be able to adequately analyze the proposal. The City of Nashua will then

General Terms and Conditions

DEFINITIONS Unless otherwise required by the context, "Service Provider”, and its successors,
transferees and assignees (together “Service Provider”) includes any of the Service Provider's
consultants, sub consultants, contractors, and subcontractors

NA YW F YD

aa

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EXHIBIT A — GENERAL TERMS AND CONDITIONS

TABLE OF CONTENTS
GENERAL CONDITIONS

DEFINITIONS

SERVICE PROVIDER STATUS
STANDARD OF CARE

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

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

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

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

Date Date

AG 5 of 4

The said The City of Nashua Trainer will be a City of Nashua employee, and at the City’s own expense, he
or she will train city staff, including patrollers, to operate the mobile payment services and related
applications and technology. Additional training sessions are available as stated in Exhibit C - At Will
Professional Services Rate Table & Definitions.

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.

systems (e.g. tablets, automobile communication systems, personal computers, smart watches, etc.) or web-
enabled device; activate and collect payment via credit or debit card for parking in accordance with parking
rates specified by the City of Nashua and Service Provider’s service application end user Terms and
Conditions; display payment status of license plate, space or meter number on internet-capable handheld
device such as mobile phone, handheld computer or other wireless device for enforcement; and provide a

CONTRACT FOR PROFESSIONAL SERVICES

PAY-BY-CELL SERVICES FOR MUNICIPAL PARKING

RFP0654-102717

A CONTRACT BETWEEN

THE CITy OF NASHUA, 229 MAIN STREET, NASHUA, NH 03061-2019
AND

PAYBYPHONE TECHNOLOGIES INC.

“PAYBYPHONE” OR “SERVICE PROVIDER”

1168 HAMILTON STREET, VANCOUVER, BRITISH COLUMBIA, CANADA
ADDRESS OF SERVICE PROVIDER

WHEREAS, the City of Nashua, a political subdivision of the State of New Hampshire, from time to time
requires the services of a service provider; and