Search

e Angelo Marino
City of Nashua Chief Assessor

Assessing Department 603 589-3040
229 Main Street - Nashua, NH 03060 Fax 603 589-3079

Memo

Date: 3/10/2016
To: Dan Kooken
From: A. Marino

Subj.: Pictometry International 2016 Multi-year imaging Contract

Attached is the multi-year agreement for imaging, software and data products from Pictometry
International. The City contracted with Pictometry in 2004, 2006, 2009 and 2010 and has utilized a
variety of their products and services since that time. Most notably is Pol ( Pictometry On Line) which is
deployed throughout city departments and allows users to view and analyze oblique images of any
property in the city. This contract will be the seventh time Pictometry has flown and provided the city
with oblique images.

In accordance with NRO Sec.5-84(A)(5), Special Purchasing procedures for sole source procurements, we
would like to contract with Pictometry International. Pictometry International is the only provider of this
service and as such, this is a sole source vendor. The multi-year agreement allows us to take advantage of
beneficial pricing and discounts. This contract would begin on July 1, 2016

Below is a chart of the individual yearly costs. This has been provided to help visualize what the annual
and total costs would be for the 6 years of service contemplated in the agreement. The table couples the
several agreements for the imaging and Pictometry On Line (POL) self hosting. A description of the
services is as follows;

Pictometry Oblique Imaging — Capture and processing of oblique images to be utilized in EFS and POL
Pictometry on Line Hosting — Web based product deployable by city staff and hosted by Pictometry
International.

City of Nashua Multi Year Pictometry Costs

Year 1 2 3 4 5 6 Total
18,614 16,125 18,614 16,125 18,614 16,125 104,217

We recommend awarding this contract to Pictometry of Rochester, New York, in the amount of $104,217.

Ce John Griffin Janet Graziano

AGREEMENT BETWEEN
PICTOMETRY INTERNATIONAL CORP. (“PICTOMETRY”) AND
CITY OF NASHUA, NH (“CUSTOMER”)

1. This order form (“Order Form”). in combination with the contract components listed below:

Section A: Product Descriptions, Prices and Payment Terms
Section B: License Terms:

e Delivered Content Terms and Conditions of Use

e Online Services General Terms and Conditions

e Software License Agreement

Section C: Non-Standard Terms and Conditions

(all of which, collectively, constitute this “Agreement”) set forth the entire understanding between Pictometry and Customer with
respect to the subject matter hereof and supersedes all prior representations, agreements and arrangements, whether oral or
written, relating to the subject matter hereof. Any modifications to this Agreement must be made in writing and be signed by
duly authorized officers of each party. Any purchase order or similar document issued by Customer in connection with this
Agreement is issued solely for Customer’s internal administrative purposes and the terms and conditions set forth on any such
purchase order shall be of no force or effect as between the parties.

2. Inthe event of any conflict among any contract components comprising this Agreement, order of precedence for resolving such
conflict shall be, from highest (i.e., supersedes all others) to lowest (i.e., subordinate to all others): Non-Standard Terms and
Conditions; Product Descriptions, Prices and Payment Terms; License Terms in order as listed above under the heading ‘Section
B: License Terms’; and Order Form.

3. All notices under this Agreement shall be in writing and shall be sent to the following respective addresses:

‘CUSTOMER NOTICE ADDRESS -. |. see ty eS PICTOMETRY NOTICE ADDRESS .

229 Main Street 25 Methodist Hill Drive

Nashua, NH 03061-2938 Rochester, NY 14623

Attn: Angelo Marino, GIS Manager Attn: Contract Administration

Phone: 603-589-3042 Phone: (585) 486-0093 Fax: (585) 486-0098

Either party may change their respective notice address by giving written notice of such change to the other party at the other
party’s then-current notice address. Notices shall be given by any of the following methods: personal delivery; reputable express
courier providing written receipt; or postage-paid certified or registered United States mail, return receipt requested. Notice shall
be deemed given when actually received or when delivery is refused.

4. This Agreement, including all licenses granted pursuant to it. shall be binding upon and inure to the benefit of the parties hereto,
their successors and permitted assigns, but shall not be assignable by either party except that (1) Pictometry shall have the right to
assign its right to receive Fees under this Agreement, provided no such assignment shall affect Pictometry's obligations hereunder,
and (ii) Pictometry shall have the right to assign al! its rights under this Agreement to any person or entity, provided the assignee
has assumed all of Pictometry's obligations under this Agreement.

5. IN NOEVENT SHALL EITHER PARTY BE LIABLE, UNDER ANY CAUSE OF ACTION OF ANY KIND ARISING OUT
OF OR RELATED TO THIS AGREEMENT (INCLUDING UNDER THEORIES INVOLVING TORT, CONTRACT,
NEGLIGENCE, STRICT LIABILITY, OR BREACH OF WARRANTY), FOR ANY LOST PROFITS OR FOR ANY
INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR OTHER SPECIAL DAMAGES SUFFERED BY THE
OTHER PARTY OR OTHERS, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

6. With respect to any claims that Customer may have or assert against Pictometry on any matter relating to this Agreement, the
total liability of Pictometry shall, in the aggregate, be limited to the aggregate amount received by Pictometry pursuant to this
Agreement.

7. The waiver by either party of any default by the other shall not waive subsequent defaults of the same or different kind.

8. In the event that any of the provisions of this Agreement shall be held by a court or other tribunal of competent jurisdiction to be
unenforceable, such provision will be enforced to the maximum extent permissible and the remaining portions of this Agreement
shall remain in full force and effect.

Page | of 18 City of Nashua, NE — C179899 20160603 DD-0002-20160318

9. Pictometry shall not be responsible for any failure on its part to perform due to unforeseen circumstances or to causes beyond
Pictometry's reasonable control, including but not limited to acts of God, war, riot, embargoes, acts of civil or military authorities,
fire, weather, floods, accidents, strikes, failure to obtain export licenses or shortages or delays of transportation, facilities, fuel,
energy, supplies, labor or materials. In the event of any such delay, Pictometry may defer performance for a period of time
reasonably related to the time and nature of the cause of the delay.

10. In consideration of, and subject to, payment by Customer of the Fees specified in Section A of this Agreement, Pictometry agrees
to provide Customer with access to and use of the products specified in Section A of this Agreement, subject to the terms and
conditions set forth in this Agreement. Customer hereby agrees to pay the Fees specified in Section A of this Agreement in
accordance with the stated payment terms and accepis and agrees to abide by the terms of this Agreement.

This Agreement shall become effective upon execution by duly authorized officers of Customer and Pictometry and receipt by
Pictometry of such fully executed document, such date of receipt by Pictometry being the “Fffective Date.”

PARTIES:
CUSTOMER JE __| PICTOMETRY . *.
CITY OF NASHUA, NH PICTOMETRY INTERNATIONAL CORP.
{entity type) a Delaware corporation
SIGNATURE: SIGNATURE:
NAME: NAME:
TITLE: TITLE:
DATE: EXECUTION DATE:
DATE OF RECEIPT (EFFECTIVE DATE):

Pai ? of 18 City of Nashua, NH — C179899 20160603 DD-0002-20160318

SECTION A PRODUCT DESCRIPTIONS, PRICES AND PAYMENT TERMS

Pictometry International Corp. ORDER #
25 Methodist Hill Drive C179899
Rochester, NY 14623

of NH City 0 NH

GIS GIs
229 Main Street 229 Main Street
NH 03061-2938 N NH 03061-2938
603-589-3042 603-589-3042
CUSTOMER ID i * SALES REP ~ . ‘ \ | FREQUENCY OF PROJECT
AI17421 jlang Biennial

FIRST PROJECT. : ee nee mot A ; ae doen ined .
“ary | PRODUCTNAME: |" PRODUCT DESCRIPTION .: | | LISTPRICE | Price (eq ||: AMOUNT '
50 IMAGERY- Product includes: 3-inch GSD oblique frame images (4. | —-$450.00 $405.00 $20,250.00

NEIGHBORHOOD - 4-way_ | way), 3-inch GSD orthogonal frame images, 1-meter GSD (10.0%)

(N5) (3in) Per Sector ortho mosaic sector tiles and one area-wide |-meter GSD

mosaic (ECW format). Orthogonal GSD: 0.25 feet/pixel,
Nominal Oblique GSD (alf values +/-10%): Front Line:
0.24 feet/pixel, Middle Line; 0.28 feet/pixel, Back Line:

0.34 feet/pixel.
50 IMAGERY -COMMUNITY | Product includes 9-inch GSD oblique frame images (4- $150.00 $135.00 $6, 750,00
- 4-way (C5) (9in) - Per way), 9-inch GSD orthogonal frame images, 1-meter GSD (10.0%)
Sector ortho mosaic sector tiles and one area-wide |-meter GSD

mosaic (ECW format). Orthogonal GSD: 0.75 feet/pixel;
Nominal Oblique GSD (all values +/-10%): Front Line:
0.74 feet/pixel, Middle Line: 0.85 feet/pixel, Back Line:
1,00 feet/pixel.

1 Pictometry Connect - CA - Pictometry Connect - CA ~ 100 (Custom Access) provides $6,000.00 $4.500.00 $4,500.00
100 up to 100 concurrent authorized users the ability to login (25.0%)
and access the Pictometry-hosted custom imagery
libraries specified elsewhere in this Agreement via a web-
based, server-based or desktup integration. The default
deployment is through web-based Pictometry Connect.
Term commences on date of activation.

License Term: 2 Year(s)

1 FutureView Advanced Full conference registration to advanced training designed $2,165.00 $2,165.00
Training (Full) to maximize deployment, Includes aurfare, hotel room for
up to three nights, event registration, and round-trip
airfare up to $500. Customer will be provided with
discount code to complete Future View registration. (Air
Travel Restrictions - 30 day advance purchase for airfare,
Continental US only, per person round trip airfare at
standard coach class rates through Pictometry's travel
pravider only.) Must be redeemed within three years of
agreement execution date.

50 Tiles - Standard (3in GSD; Available with corresponding 3” GSD imagery purchase. $20.00 $10.00 $500.00
JPG format) Per Sector 3-inch GSD Mosaic Tiles in JPG Format. Tiles are (50.0%)
provided “as is." Refer to Product Parameters for
additional details.

50 Tiles - Standard (9in GSD, Available with corresponding 9" GSD imagery purchase. $10.00 $5.00 $250.00
IPG format) Per Sector 9-inch GSD Mosaic Tiles in JPG Format. Tiles are (50.0%)
provided "as is." Refer to Product Parameters for
additional details.

1 Media Drive Capacity 931G - | External USB 2.0 / eSATA Externally Powered. Delivery $199.00 $199.00
Drive Model IT - media prices include copying a complete image library
EXTPOWER onto media. Sub-warehousing sold separately.

Page 3 of 18 City of Nashua, NH —C179899 20160603 DD-0002-20160318

50

50

Mosaic - Area Wide (3in
GSD; MrSID format;
individual) Per Sector

Available with purchase of corresponding tile product
New processing or re-processing to MrSID of individual
tiles of 3-inch GSD imagery. Tiles are provided "as is."
Refer to Product Parameters for additional details.

$2.00

$100.00

‘| Mosaic - Area Wide (Qin

GSD; MrSID format;
individual) Per Sector

Available with purchase of corresponding tile product.
New processing or re-processing to MrSID of individual
tiles of 9-inch GSD imagery. Tiles are provided "as is.”
Refer to Product Parameters for additional details.

$0.50

$25.00

RapidAccess - Disaster
Response Program

RapidAccess - Disaster Response Program is an
emergency response program offering flights after an
emergency ot disaster. Refer to the attached detailed
description of the Disaster Response Program.

$0.00

$0.00

Electronic Field Study (EFS)

One copy of Electronic Field Study software, latest
version.

$0.00

$0.00

Oblique Imagery Bundle
with Two (2) Years of EFS
Maintenance & Support

Includes digital copy of the Licensed Documentation for
the License Software, two (2) End User Training
Sessions, one (1) Advanced User Technical Training, one
(1) Administration / IT Training Session, ten (10) hours of
telephone support, one copy of Pictometry Electronic
Field Study (EFS) software, latest version, on the storage
media specified herein, and access to download updated
versions of the EFS Licensed Software for a period of two
years from the initial date of shipment of the EFS
software, along with a copy of the updated
documentation.

$0.00

$0.00

SUBTOTAL — FIRST PR!

OJECT |

$34,739.00

QTY

SECOND PROJECT
Q “ PRODUCT NAME .

"PRODUCT DESCRIPTION

LIST PRICE

| DISCOUNT
‘PRICE (%)

AMOUNT -

50

IMAGERY -
NEIGHBORHOOD - 4-way
(NS) Gin) Per Sector

Product includes: 3-inch GSD oblique frame images (4-
way), 3-inch GSD orthogonal frame images, 1-meter GSD
ortho mosaic sector tiles and one area-wide |-meter GSD
mosaic (ECW format). Orthogonal GSD: 0.25 feet/pixel;
Nominal Oblique GSD (all values +/-10%): Front Line:
0.24 feet/pixel, Middle Line: 0.28 feet/pixel, Back Line:
0.34 feet/pixel.

$450.00

$405.00
(10.0%)

$20,250.00

50

IMAGERY - COMMUNITY
- 4-way (C5) (9in) - Per
Sector

Product includes 9-inch GSD oblique frame images (4-
way), 9-inch GSD orthogonal frame images, 1-meter GSD
ortho mosaic sector tiles and one area-wide 1-meter GSD
mosaic (ECW format). Orthogonal GSD: 0.75 feet/pixel;
Nominal Oblique GSD (all values +/-10%): Front Line:
0.74 feet/pixel, Middle Line: 0.85 feet/pixel, Back Line:
1.00 feet/pixel,

$150.00

$135.00
(10.0%)

$6,750.00

Pictometry Connect - CA -
100

Pictometry Connect - CA - 100 (Custom Access) provides
up to 100 concurrent authorized users the ability to login
and access the Pictometry-hosted custom imagery
libraries specified elsewhere in this Agreement via a web-
based, server-based or desktop integration. The default
deployment is through web-based Pictometry Connect.
Term commences on date of activation.

License Term: 2 ¥car(s)

$6,000.60

$4,500.00
(25.0%)

$4,500.00

FutureView Advanced
Traming (Full)

Full conference registration to advanced training designed
to maximize deployment. Includes airfare, hote! room for
up to three nights, event registration, and round-trip
airfare up to $500. Customer will be provided with
discount code to complete Future View registration. (Air
Travel Restrictions - 30 day advance purchase for airfare,
Continental US only, per person round trip airfare at
standard coach class rates through Pictometry’s travel
provider only.) Must be redeemed within three years of
agreement execution date.

$2,165.00

$2,165.00

50

Tiles - Standard (3in GSD;
JPG format) Per Sector

Available with corresponding 3" GSD imagery purchase.

$20.00

3-inch GSD Mosaic Tiles in JPG Format. Tiles are

$10.06

(50,0%)

$560.60

Page 4 of 18

City of Nashua, NH —C179899 20160603

DD-0002-20160318

Page 3 of 18

provided “as is." Refer to Product Parameters for
additional details.
50 Tiles - Standard (9in GSD; Available with corresponding 9" GSD imagery purchase. $10.00 $5.00 $250.00
JPG format) Per Sector 9-inch GSD Mosaic Tiles in JPG Format. Tiles are (50.0%)
provided "as is," Refer to Product Parameters for
additional. details.
1 Media Drive Capacity 931G- | External USB 2.0/ eSATA Externally Powered. Delivery $199.00 $199.00
Drive Model IT - media prices include copying a complete image library
EXTPOWER onto media. Sub-warchousing sold separately.
50 Mosaic - Area Wide (3in Available with purchase of corresponding tile product. $2.00 $100.00
GSD, MrSID format, New processing or re-processing to MrSID of individual
individual) Per Sector tiles of 3-inch GSD imagery. Tiles are provided "as is."
Refer to Product Parameters for additional details.
50 Mosaic - Area Wide (Sin Available with purchase of corresponding tile product. $0.50 $25.00
GSD, MrSID format, New processing or re-processing to MrSID of individual
individual) Per Sector tiles of 9-inch GSD imagery. Tiles are provided "as is."
Refer to Product Parameters for additional details.
1 RapidAccess - Disaster RapidAccess - Disaster Response Program is an $0.00 $0.00
Response Program emergency response program offering flights after an
emergency or disaster. Refer to the attached detailed
description of the Disaster Response Program.
1 Electronic Field Study (EFS) | One copy of Electronic Field Study software, latest $0.00 $0.00
version.
1 Oblique Imagery Bundle includes digital copy of the Licensed Documentation for $0.00 $0.00
with Two (2) Years of EFS the License Software, two (2) End User Training
Maintenance & Support Sessions, one (1) Advanced User Technical Training, one
(1) Administration / IT Training Session, ten (10) hours of
telephone support, one copy of Pictometry Electronic
Field Study (EFS) software, latest version, on the storage
media specified herein, and access to download updated
versions of the EFS Licensed Software for a period of two
years from the initial date of shipment of the EFS
software, along with a copy of the updated
documentation.
SUBTOTAL — SECOND PROJECT | $34,739.00
THIRD Ee : 3 : :
; 4 +. DISCOUNT See
: gry. ; _. PRODUCT N. AME “PRODUCT DESCRIPTION LIST PRICE PRICE (%)’ AMOUNT ‘
50 IMAGERY - Product focldes 3-inch GSD oblique Frame | images « $450.00 $405.60 $20,250.00
NEIGHBORHOOD - 4-way | way), 3-inch GSD orthogonal frame images. 1-meter GSD (10.0%)
(N5) (3in) Per Sector ortho mosaic sector tiles and one area-wide 1-meter GSD
mosaic (ECW format). Orthogonal GSD: 0.25 fect/pixel;
Nominal Oblique GSD (all values +/-10%): Front Line:
0.24 feet/pixel, Middle Line: 0.28 fect/pixel, Back Line:
0.34 feet/pixel.
50 IMAGERY - COMMUNITY } Product includes 9-inch GSD oblique frame images (4- $150.00 $135.00 $6,750.00
- 4-way (C5) (9in) - Per way), 9-inch GSD orthogonal frame images, I-meter GSD (10.0%)
Sector ortho mosaic sector tiles and one area-wide |-meter GSD
mosaic (ECW format). Orthogonal GSD: 0.75 feet/pixel;
Nominal Oblique GSD (all values +/-10%): Front Line:
0.74 feet/pixel, Middle Line: 0.85 fcet/pixel, Back Line:
1.00 feet/pixel.
I Pictometry Connect - CA - Pictometry Connect - CA - 100 (Custom Access) provides $6,000.00 $4,500.00 $4,500.00
100 up to 100 concurrent authorized users the ability to login (25.0%)
and access the Pictometry-hosted custom imagery
libraries specified elsewhere in this Agreement via a web-
based, server-based or desktop integration. The default
deployment is through web-bascd Pictometry Connect.
Term commences on date of activation.
License Term: 2 Year(s}
City of Nashua, NH—C179899 20160603 DD-0062-20160318

1 FutureView Advanced Full conference registration to advanced training designed $2,165.00 $2,165.00
Training (Full) to maximize deployment. Includes airfare, hotel room for
up to three nights, event registration, and round-trip
airfare up to $500. Customer will be provided with
discount code to complete Future View registration. (Air
Travel Restrictions - 30 day advance purchase for airfare,
Continental US only, per person round trip airfare at
standard coach class rates through Pictometry's travel
provider only.) Must be redeemed within three years of
agreement execution date.
50 Tiles - Standard (3in GSD, Available with corresponding 3" GSD imagery purchase. $20.00 $10.00 $500.00
JPG format} Per Sector 3-inch GSD Mosaic Tiles in JPG Format. Tiles are (50.0%)
provided "as is." Refer to Product Parameters for
additional details.
50 Tiles - Standard (9in GSD; Available with corresponding 9" GSD imagery purchase. $10.00 $5.00 $250.00
JPG format) Per Sector 9-inch GSD Mosaic Tiles in JPG Format. Tiles are (50.0%)
provided "as is." Refer to Product Parameters for
additional details.
I Media Drive Capacity 931G - | External USB 2.0 / eSATA Externally Powered. Delivery $199.00 $199.00
Drive Model 1T - media prices include copying a complete image library
EXTPOWER onto media. Sub-warehousing sold separately.
50 Mosaic - Area Wide (3in Available with purchase of corresponding tile product. $2.00 $100.00
GSD; MrSID format, New processing or re-processing to MrSID of individual
individual) Per Sector tiles of 3-inch GSD imagery. Tiles are provided "as is."
Refer to Product Parameters for additional details.
50 Mosaic - Area Wide (9in Available with purchase of corresponding tile product. $0.50 $25.00
GSD; MrSID format, New processing or te-processing to MrSID of individual
individual) Per Sector tiles of 9-inch GSD imagery. Tiles are provided "as is,"
Refer to Product Parameters for additional details.
1 RapidAccess - Disaster RapidAccess - Disaster Response Program is an $0.00 $0.00
Response Program emergency response program offering flights after an
emergency or disaster. Refer to the attached detailed
description of the Disaster Response Program.
1 Electronic Field Study (EFS) | One copy of Electronic Field Study software, latest $0.00 $0.00
version.
1 Oblique Imagery Bundle Includes digital copy of the Licensed Documentation for $0.00 $0.00
with Two (2) Years of EFS the License Sofiware, two (2) End I ser Training
Maintenance & Support Sessions, one (1) Advanced User Technical Training, one
(1) Administration / IT Training Session, ten (10) hours of
telephone support, one copy of Pictometry Electronic
Field Study (EFS) software, latest version, on the storage
media specified herein, and access to download updated
versions of the EFS Licensed Software for a period of two
years from the initial date of shipment of the EFS
software, along with a copy of the updated
documentation.
SUBIOTAL — THIRD PROJECT | $34,739.00
| Thank you for choosing Pictometry as your service provider. TOTAL $104,217.00 |

‘Amount per product — ((1-Discount %) * Qty * List Price)

FEES; PAYMENT TERMS
Ail amounts due to Pictometry pursuant to this Agreement (“Fees”) are expressed in United States dollars and do not include any duties, taxes
(including, without limitation, any sales, use, ad valorem or withholding, value added or other taxes) or handling fees, all of which are in addition to
the amounts shown above and, to the extent applicable to purchases by Customer, shall be paid by Customer to Pictometry without reducing any
amount owed to Pictometry unless documents satisfactory to Pictometry evidencing exemption from such taxes is provided to Pictometry prior to
billing. To the extent any amounts properly invoiced pursuant to this Agreement are not paid within thirty (30) days following the invoice due date,
such unpaid amounts shall accrue, and Customer shall pay, interest at the rale of 1.5% per month (or at the maximum rate allowed by law, if less). In
addition, Customer shall pay Pictometry afl costs Pictometry incurs in collecting past due amounts due under this Agreement including, but not
limited to, attorneys’ fees and court costs.

Page 6 of 18

City of Nashua, NH — C179899 20160603

DD-0602-20160318

FIRST PROJECT

Due at Signing

Due at Initial Shipment of Imagery

Due at First Anniversary of Shipment of Imagery
Due at Activation of Online Services

Due at Anniversary of Activation of Ontine Services

Total Payments

SECOND PROJECT
Due at Initial Shipment of Imagery
Due at First Anniversary of Shipment of Imagery
Due at Activation of Online Services
Due at Anniversary of Activation of Online Services

Total Payments

THIRD PROJECT
Due at Initial Shipment of Imagery
Due at First Anniversary of Shipment of Imagery
Due at Activation of Online Services
Due at Anniversary of Activation of Online Services

Total Payments

PRODUCT PARAMETERS

FIRST PROJECT

IMAGERY
Product:
Elevation Source:
Leaf:

Product:
Elevation Source:
Leaf:

CONNECT
Product:
Admin User Name:
Admin User Email:

Requested Activation:

Geofence:

SECOND PROJECT

IMAGERY
Product:
Elevation Source:

Leaf:

Product:
Elevation Source:
Leaf:

CONNECT
Product:
Admin User Name:
Admin User Email:

Page 7 of 18

IMAGERY - NEIGHBORHOOD - 4-way (N5) (3in) Per Sector
USGS
Less than 30% leaf cover (Off)

IMAGERY - COMMUNITY - 4-way (C5) (5in) - Per Sector
USGS
Less than 30% leaf cover (Off)

Pictometry Connect - CA - 100
Angelo Marino
marinoa@nashuanh.gov

At Signing

NH Hillsborough (Primary Geofence)

IMAGERY - NEIGHBORHOOD - 4-way (N5) (3in) Per Sector
USGS
Less than 30% leaf cover (Off)

IMAGERY - COMMUNITY - 4-way (C5) (Sin) - Per Sector
USGS
Less than 30% leaf cover (Off)

Pictametry Connect - CA - 100
Angelo Marino
marinoa@nashuanh gov

City of Nashua, NH —C179899 20160603

$4,091.00
$12,273.00
$13,875.00
$2,250.00
$2,250.00

$34,739.00

$16,364.00
$13,875.00
$2,250.00
$2,250.00

$34,739.00

$16,364.00
$13,875.00
$2,250.00
$2,250.00

$34,739.00

DD-0002-20160318

Requested Activation: At Signing

Geofence: NH Hillsborough (Primary Geofence)
THIRD PROJECT
IMAGERY
Product: IMAGERY - NEIGHBORHOOD - 4-way (N5) (3in) Per Sector
Elevation Source: USGS
Leaf: Less than 30% leaf cover (Off)
Product: IMAGERY - COMMUNITY - 4-way (C5) (Sin) - Per Sector
Elevation Source: U8GSs
Leaf: Less than 30% leaf cover (Off)
CONNECT
Product: Pictometry Connect - CA - 100
Admin User Name: Angelo Marino
Admin User Email: marinca@nashuanh.gov
Requested Activation: At Signing
Geofence: NH Hillsborough (Primary Geofence)

STANDARD ORTHO MOSAIC PRODUCTS

Pictometry standard ortho mosaic products are produced through automated mosaicking processes that incorporate digital elevation data with individual Pictometry
ortho frames to create large-area mosaics on an extremely cost-effective basis. Because these products are produced through automated processes, rather than more
expensive manual review and hand-touched corrective processes, there may be inherent artifacts in some of the resulting mosaics. While Pictometry works to minimize
such artifacts, the Pictometry standard ortho mosaic products are provided on an ‘AS IS' basis with respect to visible cutlines along mosaic seams resulting from the
following types of artifacts:

i. Disconnects in non-elevated surfaces generaily caused by inaccurate elevation data;

ii, Disconnects in elevated surfaces (e.g., roadways, bridges, etc.) generally caused by elevated surfaces not being represented in the elevation data;

iii. Building intersect and clippmg generally caused by buildings not being represented in the elevation data;

iv. Seasonal variations caused by images taken at different times during a season, or during different seasons;

v. Ground illumination variations caused by images taken under different illumination (e.g., sunny, high overcast, morning light, afternoon light, etc.) within one

flight day or during different flight days;
vi. Single GSD color variations caused by illumination differences or multiple-aircraft/camera captures;
vii, Mixed GSD color variations caused by adjacent areas being flown at different ground sample distances (GSDs), and
viii. Water body color variations caused by multiple individual frames being used to create a mosaic across a body of water (e.g., lakes, ponds, rivers, etc.).

Other Pictometry products may be available that are less prone to such artifacts than the Pictometry standard ortho mosaic products.

RapidAccess—Disaster Response Program (“DRP”}

Customer is eligible for DRP described below from the Effective Date through the second anniversary of the initial Project delivery. Following
payment to Pictometry of amounts due with respect to each subsequent Project, Customer will be eligible for the then-current DRP for a period of
two years from delivery of such subsequent Project. Customer must be in good-standing with Pictometry to maintain eligibility for DRP.

A, Disaster Coverage Imagery at No Additional Charge — Pictometry will, upon request of Customer and at no additional charge, provide
standard quality imagery of up to 200 square miles of affected areas (as determined by Pictometry) upon the occurrence of any of the following
events during any period Customer is eligible for DRP:

11 Hurricane: areas affected by hurricanes of Category IT and higher.

Tornado: areas affected by tornados rated EF4 and higher.

Terrorist: areas affected by damage from terrorist attack.

Earthquake: areas affected by damage to critical infrastructure resulting from earthquakes measured at 6.0 or higher on the Richter scale.
[] Tsunami: areas affected by damage to critical infrastructure resulting from tsunamis.

B. Discounted Rate — Coverage for areas affected by the events set forth above exceeding 200 square miles will be, subject to Pictometry resource
availability, offered to Customer at the then current DRP rates. Also, coverage for areas affected by hurricanes below Category IT, tornadoes

below EF4 or earthquakes rated below 6.0 on the Richter scale will be, subject to Pictometry resource availability, offered to Customer at the
then current DRP rates.

C. Online Services — Use of Pictometry Connect Explorer™ — Pictometry’s DRF includes the use of Connect Explorer for a term of ninety days
from the date of delivery of the DRP imagery. Customer shall have access to the DRP imagery for as long as they maintain an active Connect
account.

Page 8 of 18 City of Nashua, NE ~ C179899 20160603 DD-GC02-20160318

SECTION B LICENSE TERMS
PICTOMETRY DELIVERED CONTENT
TERMS AND CONDITIONS OF USE

These Pictometry Delivered Content Terms and Conditions of Use (the “Delivered Content Terms and Conditions”), in combination with the corresponding Agreement
into which these terms are incorporated, collectively set forth the terms and conditions that govern use of Delivered Content (as hereinafter defined) for use within
computing environments operated by parties other than Pictometry. As used in the Delivered Content Terms and Conditions the terms “you” and “your” in uppercase
or Jowercase shall mean the Customer that entered into the Agreement into which the Delivered Content Terms and Conditions are incorporated.

1. DEFINITIONS

1.1 “Authorized Subdivision” means, if you are a county or a non-state consortium of counties, any political unit or subdivision located totally or substantially
within your boundaries that you authorize to have access to Delivered Content pursuant to the Delivered Content Terms and Conditions.

12 “Authorized System” means a workstation or server that meets each of the following criteria (i) it is owned or leased by you or an Authorized Subdivision, (ii)
it is located within and only accessible from facilines that are owned or leased by you or an Authorized Subdivision, and (iii) it is under the control of and may
only be used by you or Authorized Subdivisions.

1.3. “Authorized User” means any employee of you of Authorized Subdivisions that is authorized by you to have access to the Delivered Content through an
Authorized System.

1.4 “Delivered Content” means the images, metadata, data layers, models, reports and other geographic or structural visualizations or embodiments included in,
provided with, or derived from the information delivered to you by or on behalf of Pictometry pursuant to the Agreement.

1.5 “Project Participant” means any employee or contractor of persons or entities performing services for compensation for you or an Authorized Subdivision that
has been identified by written notice to Pictometry prior to being granted access to Delivered Content and, unless Pictometry expressly waives such requirement
for any individual, has entered into a written agreement with Pictometry authorizing such access,

2. GRANT OF RIGHTS; RESTRICTIONS ON USE; OWNERSHIP

2.1 Subject to the terms and conditions of the Agreement, you are granted nonexclusive, nontransferable, limited rights to:
(a) install the Delivered Content on Authorized Systems;
(b) permit access and use of the Delivered Content through Authorized Systems by:
(i) Authorized Users for performance of public responsibilities of you or Authorized Subdivisions that are to be performed entirely within facilities
of you or Authorized Subdivisions,
(ii) Project Participants under the supervision of Authorized Users for performance of tasks or preparation of materials using only hard copies (or
jpg copies) of Delivered Content solely for fulfilling public responsibilities of you or Authorized Subdivisions to be performed entirely within
facilities of you ar Authonzed Subdivisions; and
(iii) individual members of the public, but only through Authorized Users and solely for the purpose of making hard copies or jpg copies of images
of individual properties or structures (but not bulk orders of multiple properties or structures) to the individual members of the public requesting
them.
2.2. You may not reproduce, distribute or make derivative works based upon the Delivered Content in any medium, except as expressly permitted in the Delivered
Content Terms and Conditions.
2.3. You may not offer any part of the Delivered Content for commercial resale or commercial redistribution in any medium.
2.4 You may not distribute or otherwise make available any Delivered Content to Google or its affiliates, cither directly or indirectly.
2.5 You may not exploit the goodwill of Pictometry, including its trademarks, service marks, or logos, without the express written consent of Pictometry.
2.6 You may not remove, alter or obscure copyright notices or other notices contained in the Delivered Content.
2.7 Allright, title, and interest (including all copyrights, trademarks and other intellectual property rights) in Delivered Content in all media belong to Pictometry
or its third party suppliers. Neither you nor any users of the Delivered Content acquire any proprietary interest in the Delivered Content, or any copies thereof,
except the limited use rights pranted herein.

3. OBLIGATIONS OF CUSTOMER

3.1 Geographic Data. ff available, you agree to provide to Pictometry geographic data in industry standard format {e.g., shape, DBF) including, but not limited
to, digital elevation models, street centerline maps, tax parcel maps and centroids, which data, to the extent practicable, shall be incorporated into the Delivered
Content, You agree that any of this data that is owned by you may be distributed and modified by Pictometry as part of its products and services, provided
that at no time shall Pictometry claim ownership of that data.

3.2 Notification, You shall (a) notify Pictometry in writing of any claims or proceedings involving any of the Delivered Content within ten (10) days after you
learn of the claim or proceeding, and (b) report promptly to Pictometry all claimed or suspected defects in Delivered Content.

3.3. Authorized User Compliance. You shall at all times be responsible for compliance by each Authorized User with the Delivered Content Terms and
Conditions.

3.4 Authorized Subdivision Compliance. You shall at all times be responsible for compliance by each Authorized Subdivision with the Delivered Content Terms
and Conditions.

3.5 Project Participants. Each notice to Pictometry identifying a potential Project Participant shall include a detailed description of the scope and nature of the
Project Participants’ planned work and the intended use of the Delivered Content in such work. Pictometry retains the right to restrict or revoke access to
Delivered Content by any Project Participant who does not comply with the terms of the Delivered Content Terms and Conditions,

4. LICENSE DURATION; EFFECT OF TERMINATION

4.1 Term. The license granted to you in the Delivered Content Terms and Conditions is perpetual, subject to Pictometry’s right to terminate the license in the
event you do not pay in full the Fees specified elsewhere in the Agreement, the Agreement is terminated for any reason other than a breach of the Agreement
by Pictometry, or as otherwise provided in the Agreement.

4.2. Effect of Terminatien, Upon termination of the license pranted to you in the Delivered Content Terms and Conditions, you shal! immediately cease all use
of the Delivered Content, promptly purge all copies of the Delivered Content from all workstations and servers on which any of it may be stored or available
at the time, and return hard drive/media containing Delivered Content to Pictometry.

5. TRADEMARKS; CONFIDENTIALITY

Page : of 18 City of Nashua, NH — C179899 20160603 DN-0002-20160318