Search

c) Patriot may choose to request a copy of the client database to load in Patriot's offices in
an attempt to either recreate the process or run the application to complete a process if
time is of the essence.

d) If these steps fail to correct the problem, and Patriot determines the problem is
application based and caused by application error, Patriot will go the client site to
remedy as needed.

3. Improvements, Additions, and Other Modifications to Software. If, at any time after
the initial acceptance date, Patriot shall develop any changes in the Basic Licensed Material
that change the basic program function(s), operating environment, or add additional function(s)
(“Modifications”), Customer shall have the right to obtain such Modifications for the difference
between the original Support and License Fee designated herein and Support and License Fee
of such Modification plus the cost of installation of the product at the Customer site, all ad
determined solely by Patriot. Patriot may choose to waive or adjust cost.

4. License. Provided that Cusiomer pays the Support and License Fee designated
herein, Patriot grants and the Customer accepts a nontransferable, non-exclusive license to use
the Basic Licensed Material and related Optional Licensed Material listed on Schedule A,
including those which are ordered from time to time by the Customer and confirmed in writing by
Patriot, for the Term and subject to the terms of this Agreement.

5. Term. The term of this Support and License Agreement shall be one year from the date
executed by the parties.

6. Confidentiality. Customer understands and agrees that all Basic Licensed Material,
Modifications, Optional Licensed Material and supporting documentation and materials
delivered with this agreement (“Delivered Materials”) are the property of Patriot and that there is
a need for maintaining confidentiality regarding such Delivered Materials. The Customer agrees
it will not assign, sub-license, provide, make available, transfer, discuss, or otherwise convey to
any person said Delivered Materials (not including any data items such as tax billing transfer
files which belong to Customer). No right to print, copy, or disk copy the Delivered Materials, in
whole or part, is granted except as hereinafter expressly provided. The Customer further agrees
to promptly notify all of its employees of the confidentiality required under the terms of this
agreement. The licenses granted hereunder prohibit access to any source code, prohibits use
by other licensed or unlicensed users, prohibits use by any parties other than the licensee
except Patriot Properties, and prohibits any “for profit” uses. Customer agrees to allow Patriot
full access to all relevant hardware, software and material to determine compliance.

Patriot acknowledges that Customer is subject to NH RSA 91-A (the “Right-to-Know law”) and
has no control over the disclosure of public documents, such as this Agreement, or the
utilization of public documents by others. If any Licensed Material covered by this Agreement is
requested under NH RSA Chapter 91-A (“the Right-to-Know law’), Customer will endeavor to
respond pursuant to the terms of this Agreement. If a claim is threatened or filed against the
Customer pursuant to NH RSA Chapter 91-A for access to Licensed Material covered by this
Agreement, Customer will immediately notify Patriot. Patriot shall assume the defense of any
action under NH RSA Chapter 91-A and shall indemnify Licensee against any loss arising out of
such an action including costs and attorneys’ fees.

7. Use of Basic Licensed Material and Optional Licensed Material. Each license of Basic
Licensed Material granted under this agreement authorizes the Customer to use the Basic
Licensed material in machine-readable form on a single, central processing unit designated by

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PATRIOT PROPERTIES, INC. TOLL FREE: 1 (800) 527 9991

type/serial number and its associated units such as work stations and/or lap tops. Each Optional
Licensed Material license granted under this agreement authorizes the Customer to use the
Optional Licensed Material in machine-readable form on the designated CPU.

If the Basic Licensed Material and/or Optional Licensed Material, in machine-readable form, will
be used on more than one CPU, an additional license will be required for each CPU, provided,
however, that if the designated CPU is inoperative due to malfunction, any license granted
under this agreement for such CPU shail be temporarily extended to authorize the Customer to
use the Basic Licensed Material and/or Optional Licensed Material, in machine-readable form,
on any other CPU until the designated CPU is returned to operation. For purposes of this
agreemeni, “use” is defined as copying any portion of the Basic Licensed Material and/or
Optional Licensed Material, their instructions or data from storage units or media into the CPU
for processing. Licenses granted under this agreement authorize the Customer to utilize Basic
Licensed Material and/or Optional Licensed Material, in printed form, in support of the use of
such Basic Licensed Material and/or Optional Licensed Material in machine-readable form.
Customer agrees to allow Patriot full access to all relevant hardware, software and material to
determine compliance.

8. Additional Licenses. The Customer may, from time to time, order additional licenses for
a previously-licensed program and/or optional material, including for Basic Licensed Material
and/or Optional Licensed Material as well as licenses for other licensed programs and/or
optional materials. These orders are subject to acceptance by Patriot and to the terms and
conditions then in effect. Orders for additional licenses must reference this agreement. Patriot
will confirm such orders and grant additional licenses by supplements to this agreement.

9. Basic Licensed Materials. Program licenses granted under this Agreement will govern
any Basic Licensed Materials, in machine-readable or printed form, which may be provided by
Patriot with certain programs.

10. Related Optional Licensed Materials. For certain licensed programs, Patriot will offer to
license related Optional Licensed Materials, under this agreement or under a separate
agreement, provided, however, that Optional Licensed Materials will only be available to
customers who have licensed the Basic Licensed Material to which such Optional Licensed
Materials apply. Optional Licensed Materials will be available in quantities or at charges in effect
at the time of their shipment.

11. Programming Services. For specified Basic Licensed Material and/or Optional Licensed
Material, Support shall include programming services after delivery to correct licensed program
errors and issue corrected releases in accordance with the support program within thirty (30)
days after notice of program errors, provided that Customer provides such notice of program
errors within fifteen (15) days of delivery. Custom programming charges are listed in Attachment
A.

12. Permission to Copy or Modify Licensed Programs. The Customer shall not copy, in
whole or in part, any Basic Licensed Material and/or Optional Licensed Material that are
provided by Patriot in any form under this agreement except as provided below. Any Licensed
Material and/or Optional Licensed Material which are provided by Patriot in machine-readable
form may be copied, in whole or in part, in machine-readable form, for use by the Customer with
the designated CPU, for archival or emergency restart purposes, or to replace a worn copy,
provided, however, that no more than five printed copies and five machine-readable copies will
be in existence under any license at any one time without prior written consent from Patriot. The
original, and any copies of all such materials, including Basic Licensed Material and/or Optional
Licensed Material, in whole or in part, which are made hereunder shall be the property of
Patriot. The Customer shall keep any such copies and the original at a mutually-designated
Customer location, except that the Customer may transport or transmit a copy or the original of

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PATRIOT PROPERTIES, INC. TOLL FREE: 1 (800) 527 9991

any licensed program to another location for backup use when required by CPU malfunction,
provided the copy or original is destroyed or returned to the designated location when the
malfunction is corrected. The Customer may not modify any Basic Licensed Material and/or
Optional Licensed Material Any portion of the Basic Licensed Material and/or Optional Licensed
Material included in an updated work shall be used only on the designated CPU, and shall
remain subject to all other terms of this agreement. The Customer shall reproduce and include
Patriot copyright notice on any copies, in whole or in part, in any form, including partial copies in
modifications of Basic Licensed Material and/or Optional Licensed Material made hereunder in
accord with the copyright instructions to be provided by Patriot.

Customer agrees to allow Patriot full access to all relevant hardware, software and
material to determine compliance.

13. Protection and Security. The Customer shall not provide or otherwise make available
any part of any Basic Licensed Material and/or Optional Licensed Material or other Delivered
Materials, including but not limited to flow charts, logic diagrams, detailed discussions or source
code, in any form, to any other person or entity unless pursuant to court order. Customer agrees
to allow Patriot full access to all relevant hardware, software and material to determine
compliance.

14. Responsibilities of Parties. The Customer shall be exclusively responsible for the
supervision, management, and control of his use of the Basic Licensed Material and/or Optional
Licensed Material including but not limited to: (a) assuring proper machine configuration, audit
controls, and operating methods, (b) establishing adequate backup plans, based on alternate
procedures and (c) implementing sufficient procedures and checkpoints to satisfy its
requirements for security and accuracy of input and output as well as restart and recovery in the
event of a malfunction. The Customer agrees that it will take appropriate action with its
employees, by agreement or otherwise, to satisfy its obligations under this agreement with
respect to use, copying, modification, and protection, and security of Basic Licensed Material
and/or Optional Licensed Material I.

15. Discontinuance/Termination. Within one week after the date of discontinuance or
termination of this Support and License Agreement, the Customer will certify to Patriot in writing
that the original and all copies, in whole or in part, in any form, including partial copies in
modifications, of all Delivered Materials, including the Basic Licensed Material and/or Optional
Licensed Material received from Patriot or made in connection with such license have been
destroyed. Customer agrees to allow Patriot full access to all relevant hardware, software and
material to determine compliance.

16. Warranty, Support, Payments. Patriot warrants the Basic Licensed Material and/or
Optional Licensed Material will operate as was previously demonstrated to Customer by Patriot
in a satisfactory manner. As long as this Support and License Agreement shall be in effect,
Patriot will provide Support. Patriot warrants that the Basic Licensed Material and/or Optional
Licensed Material to be installed hereunder will be the latest version as of the date of
installation, that it will be free from materiai defects, that it shall be in compiiance with all
applicable laws as of the date this Agreement is executed by Customer, and that it will perform
all functions according to the specifications set forth in Exhibit A.

In the event of modifications or changes to applicable laws. Patriot may, but shall not be
required to update the Licensed Material accordingly. In the event Patriot makes such updates
Customer may purchase such updates at the rate specified by Patriot.

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PATRIOT PROPERTIES, INC. TOLL FREE: 1 (800) 527 9991

17. Insurance and indemnification.

A. Patriot shall carry and maintain in effect during the performance of services
under this Agreement: General Liability insurance, including product and contractual, in the
amount of $1,000,000 per occurrence; $2,000,000 aggregate.

Patriot will provide the City of Nashua with certificates of insurance for coverage as listed
above and endorsements affecting coverage required upon signing of this Agreement. The City
of Nashua requires thirty days written notice of cancellation or material change in coverage.
General Liability policies must name the City of Nashua as an additional insured and reflect on
the certificate of insurance. Patriot is responsible for filing updated certificates of insurance with
the City of Nashua's Risk Management Department during the life of the Agreement.

B. Regardless of any coverage provided by any insurance, Patriot agrees to
indemnify and shall defend and hold harmless the City, its agents, officials, employees and
authorized representatives and their employees from and against any and all suits, causes of
action, legal or administrative proceedings, arbitrations, claims, demands, damages, liabilities,
interest, attorney’s fees, costs and expenses of any kind or nature in any manner caused,
occasioned, or contributed to in whole or in part by reason of any negligent act, omission, or
fault or willful misconduct, whether active or passive, of Patriot or of anyone acting under its
direction or control or on its behalf in connection with or incidental to the performance of this
Agreement. Patriot’s indemnity, defense and hold harmless obligations, or portions thereof,
shall not apply to liability caused by the sole negligence or willful misconduct of the party
indemnified or held harmless.

18. Modifications to Agreement. The terms of this Support and License Agreement may be
modified by Patriot at any time, upon three months’ written notice to the Customer, except that
supportilicense fees for the modules identified herein may not be increased until the end of the
applicable one year Term then in effect. Any support/license fees previously agreed to for future
Terms may be increased pursuant to this paragraph prior to commencement of said Term and
upon three months’ written notice to the Customer. In the event of such written notice by Patriot,
Customer may terminate this Agreement and any of the licenses hereunder on the effective
date of such modification upon thirty (30) day’s prior written notice to Patriot; otherwise, such
modification shall become effective. The term “this agreement” includes any future written
amendments, modifications, or supplements. The Customer’s acceptance of future delivery of
any Basic Licensed Material and/or Optional Licensed Material from Patriot is conclusive
evidence of its agreement that the license for such program or optional material is governed by
the terms of this agreement.

19. This Agreement Supersedes Prior Agreements. This Support and License
Agreement replaces and supersedes all prior agreements and licenses between the parties
relating to the subject matter herein including the Basic Licensed Material and/or Optional
Licensed Maiteriai and all such prior agreements and licenses are hereby terminated.

20. Access to the Source Code. A copy of the printed source code for Basic Licensed
Material and/or Optional Licensed Material and the mechanism by which the licensee’s
particular source code may be displayed shall be held in a bank safe deposit box. Should Patriot
Properties, Inc., file for bankruptcy, dissolve, or otherwise cease to exist, the licensee shall have
access to the source code at the aforementioned place through the Corporation Counsel. Such
access shall be limited to determination or resolution of problems relating to the licensee’s
exclusive use of the software. This copy of the source code for the licensee’s exclusive use
shall in no way be considered an asset of the Customer.

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PATRIOT PROPERTIES, INC. TOLL FREE: 1 (800) 527 9991

30,

31.

32.

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.

MODIFICATION OF CONTRACT AND ENTIRE AGREEMENT This contract constitutes the entire
contract between the City of Nashua and Professional Engineer. 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 VENVE 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.

TIME IS OF THE ESSENCE Time is expressly made of the essence with respect to this agreement
and the dates prescribed in it.

GC ll of 11

21. Severability. If any of the provisions of this agreement are invalid under any applicable
statute or rule of law, they are to that extent to be deemed omitted.

22. Choice of Law and Venue. This Agreement shall be governed exclusively by the laws of
the State of New Hampshire and any claim or action brought relating to this Agreement, 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

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PATRIOT PROPERTIES, INC. TOLL FREE: 1 (800) 527 9991

THE CUSTOMER’S REMEDIES IN THIS AGREEMENT ARE EXCLUSIVE, THE CUSTOMER
ACKNOWLEDGES THAT IT HAS READ THIS SUPPORT AND LICENSE AGREEMENT,
INCLUDING ALL PRINTED LANGUAGE, UNDERSTANDS IT, AND AGREES TO BE BOUND
BY ITS TERMS AND FURTHER AGREES THAT IT IS THE COMPLETE AND EXCLUSIVE
STATEMENT OF THE LICENSING AGREEMENT BETWEEN THE PARTIES, WHICH
SUPERSEDES ALL PROPOSALS ORAL OR WRITTEN AND ALL OTHER
COMMUNICATIONS BETWEEN THE PARTIES RELATING TO THE SUBJECT MATTER
OF THIS AGREEMENT.

CITY OF NASHUA, NH PATRIOT PROPERTIES, INC.
By: By:
Title: Title:

Corporate Seal

By:
Title:

Attest:
By: By:
Title: Title:
Date: Date:

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PATRIOT PROPERTIES, INC. TOLL FREE: 1 (800) 527 9991

SCHEDULE A

CUSTOMER: CITY OF NASHUA, NH

Patriot Properties, Inc., hereby grants the Customer non-transferable, non-exclusive licenses for
the Term of this agreement and under the terms of this agreement to use the foilowing licensed
programs and/or related optional materials in machine readable form on designated serial
numbered CPU’s and/or to utilize licensed programs and related optional materials in printed
form, as specified below.

Upgrade Project, AssessPro Classic to AssessPro AP5:

Start date 8/1/2019 , End date11/1/2019

XX Upgrade to AssessPro AP5 Basic License Kl GISPro (AssessPro GIS Desktop based
Viewer)

&) SketchPro (R.E. Parcels) & WebPro — Online Property Search

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PATRIOT PROPERTIES, INC. TOLL FREE: 1 (800) 527 9991

ATTACHMENT A

od Patriot

PROPERTIES, INC.

AP5 — UPGRADE PROPOSAL

City of Nashua, NH Date: 7/25/20197/25P6197/34049
229 Main St, Nashua, NH 03061

Phone: 603-589-3040
Fax: 603-589-3079

SOFTWARE / SERVICES EXPIRATION DATE DATE
ssessPro AP5 Upgrade - RE/GIS/WEB (Approx. 28,000 parcels) 60 DAYS Date:
4 2/25/2019
Item Description Initial Cost Annual
AssessPro AP5 AP5 Client Server Upgrade $32,500.00] $17,700.00
Conversion 4 Year / (4) Databases Included N/A
Conversion (3) Additional Database(s) $750.00 each $2,250.00 N/A
WebPro AP5 (Current module) WebPro Hosted-AP5 Upgrade Included Included
GISPRO AP5 (Current Desktop module) GISPRO-AP5 Upgrade Included Included
Training AssessPro AP5 Training Included N/A
Set-Up Installation and Set-up Included N/A
SUBTOTAL $34,750.00] $17,700.00
TOTAL $34,750.00| $17,700.00
Optional:

> GISPRO (online) Server version - $12,500.00 Initial Cost // $3,000.00 Annual
> MobilePro Tablet Software - $4,500.00 Initial Cost // $1,500.00 Annual

Note: All user-defined custom reports and custom extracts are not included and will be proposed
separately upon request.

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PATRIOT PROPERTIES, INC. TOLL FREE: 1 (800) 527 9991

=) THE CITY OF NASHUA “the Gate City"

Administrative Services

Purchasing Department

July 25, 2019
Memo #20-008

To: MAYOR DONCHESS
FINANCE COMMITTEE

SUBJECT: ESRI (GIS) ENTERPRISE LICENSE AGREEMENT AND ARCGIS GEOEVENT SERVER
(3 YEAR) (VALUE: $28,000 PER YEAR)
DEPARTMENT: 134 GIS; FUND: GENERAL

Please see the attached communication from Kim Kleiner, Administrative Services Director, dated July
25, 2019 for information related to this purchase.

Pursuant to § 5-84 Special purchase procedures A. (4) Sole-source procurements, where the proposed
purchase is manufactured by only one company.

The Assessing Department and Purchasing respectfully request your approval for this purchase from Esri
of Redlands, CA in an amount of $28,000 annually for a period of 3 years.

Respectfully,

Purchasing Manager

Cc: K. Kleiner J. Graziano