Search

5.1 Use of Pictametry’s Marks. You agree not to attach any additional tademarks, trade names, logos or designations to any Delivered Content or to any copies
of any Delivered Content without prior written approval from Pictometry. You may, however, include an appropriate government seal and your contact
information so long as the seal and contact information in no way obscure or deface the Pictometry marks. You further agree thai you will not use any
Pictometry trademark, trade name, logo, or designation in connection with any product or service other than the Delivered Content. Your nonexclusive right
to use Pictometry’s trademarks, trade name, logos, and designations arc coterminous with the license granted to you in the Delivered Content Terms.

§.2 Confidentiality of Delivered Content, The Delivered Content consists of commercially valuable, proprietary products owned by Pictometry, the design and
development of which reflect an investment of considerable time, effort, and money. The Delivered Content is treated by Pictometry as confidential and
contains substantial trade secrets of Pictometry. You agree that you will not disclose, provide a copy of, or disseminate the Delivered Content‘(other than as
expressly permitted in the Delivered Content Terms and Conditions) or any part thereof to any person in any manner or for any purpose inconsistent with the
license granted to you in the Delivered Content Terms and Conditions. You agree to use your best efforts to assure that your personnel, and any others afforded
access to the Delivered Content, protect the Delivered Content against unauthorized use, disclosure, copying, and dissemination, and that access to the
Delivered Content and each part thereof will be strictly limited.

6. LIMITED WARRANTY; DISCLAIMER OF WARRANTIES

6.1. Limited Warranties; Exclusive Remedy. Pictometry warrants that the Delivered Content will contain true and usable copies of the designated imagery as
of the date of capture. As the sole and exclusive remedy for any breach of the foregoing warranty, Pictometry shall use reasonable efforts to correct any
deficiency that precludes use of the Delivered Content in the manner intended.

6.2 Disclaimer of Other Warranties. Except as provided in Section 6.1, above, THE DELIVERED CONTENT 18 PROVIDED TO YOU "AS IS" AND “WITH
ALL FAULTS.” PICTOMETRY MAKES NO OTHER WARRANTIES OR REPRESENTATIONS OF ANY KIND, EXPRESS, IMPLIED, OR
STATUTORY. ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO WARRANTIES OF PERFORMANCE, MERCHANTABILITY,
FIFNESS FOR A PARTICULAR PURPOSE, AND ACCURACY, ARE HEREBY DISCLAIMED AND EXCLUDED BY PICTOMETRY.

6.3 Limitation of Liability. With respect to any other claims that you may have or assert against Pictometry on any matter relating to the Delivered Content, the
total liability of Pictometry shall, in the aggregate, be limited to the aggregate amount received by Pictometry in payment for Delivered Content during the
immediately preceding twenty-four (24} month period.

7. MISCELLANEOUS PROVISIONS

7.1 Restricted Rights, Delivered Content acquired with United States Government funds or intended for use within or for any United States federal agency is
provided with “Restricted Rights” as defined in DFARS 252.227-7013, Rights in Technical Data and Computer Software and FAR 52.227-14, Rights in Data-
General, including Alternate III, as applicable.

7.2. Governing Law. This License Agreement shal] be governed by and interpreted in accordance with the laws of the State of New York, excluding its
conflicts of law principles.

[END OF DELIVERED CONTENT TERMS AND CONDITIONS]

Page 10 of 18 City of Nashua, NH — C179899 20160603 DD-6002-20160318

SECTION B LICENSE TERMS

PICFOMETRY ONLINE SERVICES
GENERAL TERMS AND CONDITIONS

These Pictometry Online Services General Terms and Conditions (the “General Terms and Conditions”), in combination with the corresponding Pictometry order form,
if any, collectively constitute the license agreement (the “License Agreement”) that govens your use of the Pictometry online services (the “Online Services”), the
images available in the Online Services, and all associated metadata and data layers included in, provided with, or derived from those images (the “Licensed Content”)
provided by Pictometry International Corp. and its affiliated companies (collectively, “Pictometry”). The terms “you” and “your” in uppercase or lowercase shall mean
the individual, entity (e.g, corporation, limited liability company, partnership, sole proprietor, etc.) or government agency entering into the License Agreement.

1, GRANT OF RIGHTS; RESTRICTIONS ON USE; OWNERSHIP

1.1 You are granted a nonexclusive, nontransferable, limited right to access and use the Online Services and the Licensed Content obtained or derived from the
Online Services solely for your internal business purposes and not for resale or redistribution, The rights granted to you include, subject to the restrictions set
forth below and on the Order Form, the right to copy limited portions of the Licensed Content onto your computer to facilitate preparation of hardcopies and
work product records, and the right to make hardcopies of the Licensed Content, provided that the Licensed Content and the permitted copies thereof may
not be sold, leased, loaned, distributed, or copied for use by anyone other than you.

‘1.2 You may not make the Online Services available to any other party.

3.3. You may not copy the Licensed Content or portions thereof onto any computer or storage device or media for the purpose of creating or maintaining one or

more databases of that content for use in substitution for subsequent access to the content through the Online Services.

You may not distribute or otherwise make available any Licensed Content to Google or its affiliates, either directly or indirectly.

You may not exploit the goodwill of Pictometry, including its trademarks, service marks, or logos, without the express written consent of Pictometry.

You may not remove, alter or obscure copyright notices or other notices contained in the Licensed Content.

You may not offer any part of the Online Services or the Licensed Content for commercial resale or commercial redistribution in any medium.

You may not use the Online Services or the Licensed Content to compete with any businesses of Pictometry,

You may not use information included in the Online Services or the Licensed Content to determine an individual consumer's eligibility for (a) credit or

insurance for personal, family, or household purposes; (b) employment; or (c) a government license or benefit. The term “consumer” is defined in the United

States Fair Credit Reporting Act at 15 USC $1681.

1,10 You may not access the Online Services via mechanical, programmatic, robotic, scripted or any other automated means. Unless otherwise agreed by

Pictometry in writing, use of the Online Services is permitted only via manually conducted, discrete, human-initiated individual search and retrieval

activities.

All right, title, and interest (including all copyrights, trademarks and other intellectual property rights) in the Online Services and the Licensed Content in all

media belong to Pictometry or its third party suppliers, Neither you nor any users of the Online Services or the Licensed Content acquire any proprietary

interest in the Online Services, the Licensed Content, or any copies thereof, except the limited use rights granted herein.

oO mL A a

—

2. ACCESS TO SERVICES

2.1 Only you, your employees, and temporary or contract employees dedicated to performing work exclusively for you (each, an “Eligible User” and
collectively, the “Eligible Users”) are eligible to access and use the Online Services and the Licensed Content pursuant to the License Agreement. Each
Eligible User to be provided access to the Online Service shall be assigned a unique login/password (“Pictometry Credential”) for purposes of accessing the
Online Services, You agree that each Pictometry Credential shall only be used by the Eligible User to whom it was originally assigned and that Pictometry
Credentials may not be shared with, or used by, any other person, including other Eligible Users. You will promptly deactivate an Eligible User’s
Pictometry Credential in the event the Eligible User no longer meets the eligibility requirements or you otherwise wish to terminate the Eligible User’s
access to the Online Services. You are responsible for all use of the Online Services accessed with Pictometry Credentials issued to your Eligible Users,
including associated charges, whether by Eligible Users or others, You will use reasonable commercial efforts to prevent unauthorized use of Pictometry
Credentials assigned to your Eligible Users and will promptly deactivate any Pictometry Credentials you suspect are lost, stolen, compromised, or misused.

2.2 The Online Services, the Licensed Content, and features and functionality within the Online Services may be enhanced, added to, withdrawn, or otherwise
changed by Pictometry without notice.

2.4. You are aware and understand that any user data collected or stored by the Online Services may be accessed by US law enforcement agencies under the US
PATRIOT Act. You hereby release, and agree to hold Pictometry harmless from, all claims against Pictometry with respect to such access.

3. DISCLAIMERS

3.1 The Online Services and the Licensed Content are provided for visualization purposes only, are not authoritative or definitive, and do not constitute
professional engineering or surveying services.

3.2 The Online Services and the Licensed Content are not to be relied upon to precisely locate or determine property boundaries and should not be used in lieu
of'a professional survey where the accuracy of measurements, distance, height, angle, area and volume, may have significant consequences.

3.3 All measurements and reports generated by the Online Services or from the Licensed Content are based upon second order visualization and measurement
data that do not provide authoritative or definitive measurement results suitable for professional engineering or surveying purposes.

3.4 Contour information obtained from the Online Services or contained in the Licensed Content is generated from undersampled elevation data, is provided for
informational purposes only, and is not suitable for use as the basis for hydrographic computations, estimations or analyses.

3.5 While the Online Services and the Licensed Content may be considered useful supplements for life critical applications, they are not designed or mainiained
to support such applications and Pictometry and its third party suppliers of the Online Services and the Licensed Content hereby disclaim all liability for
damages claims and expenses arising from such use.

3.6 Your reliance on the Online Services and the Licensed Content should only be undertaken after an independent review of their accuracy, completeness,
efficacy, timeliness and adequacy for your intended purpose.

3.7. Pictometry and each third party supplier of any portion of the Online Services or the Licensed Content assume no responsibility for any consequences
resulting from the use of the Online Services or the Licensed Content.

3.8 Pictometry and each third party supplier of any portion of the Online Services or the Licensed Content hereby disclaim all liability for damages, claims and
expenses arising from or in any way related to the accuracy or availability of the Online Services and the Licensed Content.

3.9 By accepting these General Terms and Conditions or by using the Online Services or the Licensed Content, you waive any and all rights you may have
against Pictometry, each third party supplier of any portion of the Online Services or the Licensed Content, and each of their directors, officers, members and
employees, arising out of use of or reliance upon the Online Services or the Licensed Content.

Page 11 of 18 City of Nashua, NH — C179899 20160603 DD-0002-20160318

4. LIMITED WARRANTY

41

42

Pictometry represents and warrants that it has the right and authority to make the Online Services and the Licensed Content available to you and your
Eligible Users as authorized expressly by this License Agreement.

EXCEPT AS OTHERWISE PROVIDED IN SECTION 4.], THE ONLINE SERVICES AND LICENSED CONTENT ARE PROVIDED ON AN "AS I8’,
"AS AVAILABLE" BASIS AND PICTOMETRY AND EACH THIRD PARTY SUPPLIER OF LICENSED CONTENT EXPRESSLY DISCLAIM ALL
OTHER WARRANTIES, INCLUDING THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE

5. LIMITATION OF LIABILITY

5.1

3.2

53

54

5.5

No Covered Party (as defined below) shall be liable for any loss, injury, claim, lability, or damage of any kind resulting in any way from (2) any errors in or
omissions from the Online Services or the Licensed Content, (b} the unavailability or interruption of the Online Services or any features thereof or the
Licensed Content, (c) your or an Eligible User's use of the Online Services or the Licensed Content, (d) the loss or corruption of any data or equipment in
connection with the Online Services or the Licensed Content, (e) the content, accuracy, or completeness of the Licensed Content. all regardless of whether
you received assistance in the use of the Online Service from a Covered Party, (f) any delay or failure in performance beyond the reasonable control of a
Covered Party, or (g) any content retrieved from the Internet even if retrieved or linked to from within the Online Services.

“Covered Party" means (a) Pictometry and any officer, director, employee, subcontractor, agent, successor, or assign of Pictometry; and (b) each third party

supplier of any Licensed Content, third party alliance entity, their affiliates, and any officer, director, employee, subcontractor, agent, successor, or assign of

any third party supplier of any Licensed Content or third party alliance entity and their affiliates,

TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES WILL THE AGGREGATE LIABILf IY OF

THE COVERED PARTIES IN CONNECTION WITH ANY CLAIM ARISING OUT OF OR RELATING TO THE ONLINE SERVICES OR THE

LICENSED CONTENT OR THIS LICENSE AGREEMENT EXCEED THE LESSER OF YOUR ACTUAL DIRECT DAMAGES OR THE AMOUNT

YOU PAID FOR THE ONLINE SERVICES IN THE TWELVE MONTH PERIOD IMMEDIATELY PRECEDING THE DATE THE CLAIM AROSE

YOUR RIGHT TO MONETARY DAMAGES IN THAT AMOUNT SHALL BE IN LIEU OF ALL GTHER REMEDIES WHICH YOU MAY HAVE

AGAINST ANY COVERED PARTY.

TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, NEITHER YOU NOR THE COVERED PARTIES WILL BE LIABLE FOR

ANY SPECIAL, INDIRECT, INCIDENTAL. GR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (INCLUDING, WITHOUT

LIMITATION, ATTORNEYS' FEES) IN ANY WAY DUE TO, RESULTING FROM, OR ARISING IN CONNECTION WITH THE ONLINE

SERVICES, THE LICENSED CONTENT, OR THE FAILURE OF ANY COVERED PARTY TO PERFORM ITS OBLIGATIONS. THE FOREGOING

LIMITATION OF LIABILITY SHALL NOT APPLY TO A PARTY’S INDEMNITY OBLIGATIONS OR YOUR (AND YOUR ELIGIBLE USERS')

INFRINGEMENT OF INTELLECTUAL PROPERTY OR MISAPPROPRIATION OF PROPRIETARY DATA BELONGING TO PICTOMETRY OR ITS

THIRD PARTY SUPPLIERS.

Notwithstanding anything to the contrary in this Section 5:

(a) If there is a breach of the warranty in Section 4.1 above, then Pictometry, at its option and expense, shall either defend or settle any action and hold you
harmless against proceedings or damages of any kind or description based on a third party’s claim of patent, trademark, service mark, copyright or
trade secret infringement related to use of the Online Services or the Licensed Content, asserted against you by such third party provided: (i) all use of
the Online Services and the Licensed Content was in accordance with this License Agreement; (ii) the claim, cause of action or infringement was not
caused by you modifying or combining the Online Services or the Licensed Content with or into other products, applications, images or data not
approved by Pictomctry; (iii) you give Pictometry prompt notice of such claim, and (iv) you give Pictometry the right to control and direct the
investigation, defense and settlement of such claim, You, at Pictometry’s expense, shal] reasonably cooperate with Pictometry in connection with the
foregoing.

(b) In addition to Section 5.4(a), if the Online Services, the operation thereof or the Licensed Content become, or in the opinion of Pictometry are likely to
become, the subject of a claim of infringement, Pictometry may, at its option and expense, either: (i) procure for you the right to continue using the
Online Services or the Licensed Content, (ii) replace or modify the Online Services or the Licensed Content so that they become non-in fringing; or (iii)
terminate the License Agreement on notice to you and grant you a pro-rata refund or credit (whichever is applicable) for any pre-paid fees or fixed
charges.

(c) The provisions of Sections 5,5(a) and (b) shall constitute your sole and exclusive remedy for the respective matters specified therein.

6. MISCELLANEOUS

6.1

6.2

6.3

6.4
6.5

6.6

The terms and conditions of this License Agreement may be changed from time to time immediately upon notice to you. If any changes are made to this
License Agreement, such changes will: (a) only be applied prospectively; and (b) not be specifically directed against you or your Eligible Users but will
apply to all similarly situated Pictometry customers using the Online Services. You may terminate this License Agreement upon written notice to
Pictometry if any change to the terms and conditions of this License Agreement is unacceptable to you. For termination to be effective under this Section
6.1, written notice of termination must be provided to Pictometry within 90 days of the effective date of the change. Continued use of the Online Services
following the effective date of any change constitutes acceptance of the change, but does not affect the foregoing termination right. Except as provided
above, this License Agreement may not be supplemented, modified or otherwise revised unless signed by duly authorized representatives of both parties.
Furthermore, this License Agreement may not be supplemented, modified or otherwise revised by email exchange, even if the email contains a printed name
or signature line bearing signature-like font. The foregoing does not prohibit the execution of electronic contracts bearing electronic signatures of authorized
representatives of both parties, provided such signatures include digital certifications or are otherwise authenticated,

In the event of a breach of this License Agreement by you, any Eligible User or someone using the Pictometry Credential of an Eligible User, Pictometry
may temporarily suspend or discontinue providing access to the Online Services to any or all Eligible Users without notice and Pictometry may pursue any
other legal remedies available to it.

All notices and other communications hereunder shal] be in writing or displayed electronically in the Online Services by Pictometry. Notices shall be
deemed to have been properly given on the date deposited in the mail, if mailed; on the date fust made available, if displayed in the Online Services; or on
the date received, if delivered in any other manner. Legal notices to Pictometry should be sent to Pictometry, Attn: General Counsel, 25 Methodist Hill
Drive, Rochester, New York 14623.

The failure of you, Pictometry, or any third party supplier of the Online Services or any Licensed Content to enforce any provision hereof shall not constitute
or be construed as a waiver of such provision or of the right to enforce it at a later time.

Neither you nor any Eligible User may assign or otherwise transfer your rights or delegate your duties under this License Agreement without the pnor
written consent of Pictometry. Any attempt by you or any Eligible User to assign, transfer or delegate your rights or obligations under this License
Agreement without Pictometry’s consent shall be void, and shall also void the limited license granted to you by this License Agreement. This License
Agreement and any amendment thereto shall be binding on, and will inure to the benefit of the parties and their respective successors and permitted assigns.
This License Agreement shall be governed by and interpreted in accordance with the laws of the State of New York, excluding its conflicts of law principles.
Unless you are a government entity, in the event that any legal proceedings are commenced with respect to any matter arising under this License Agreement,

Page 12 of 18 City of Nashua, NH — C179899 20160603 ~ DD-0002-20160318

the parties specifically consent and agree that the courts of the State of New York or, in the alternative, the Federal Courts located in the State of New York
shall have exclusive jurisdiction over each of the parties and over the subject matter of any such proceedings, and that the venue of any such action shall be
in Monroe County, New York or the U.S. District Court for the Western District of New York, as applicable.

6.7 This License Agreement will be enforced fo the fullest extent permitied by applicable law. If any provision of this License Agreement is held to be invalid or
unenforceable to any extent, then (a) such provision will be interpreted, construed and reformed to the extent reasonably required to render it valid,
enforceable and consistent with its original intent and (b) such invalidity or unenforceability will not affect any other provision of this License Agreement.

6.8 Where applicable, each affiliated company of Pictomctry and each third party supplier of the Online Services or any Licensed Content has the right fo assert
and enforce the provisions of this License Agreement directly on its own behalf as a third party beneficiary.

6.9 Inthe event ofa breach of your obligations under this License Agreement or your payment obligations with respect to acccss to the Online Services or the
Licensed Content, you agree to pay all of Pictometry's costs of enforcement and collection, including court costs and reasonable attorneys’ fees.

6.10 This License Agreement constitutes the entire agreement of the parties with respect to its subject matter and repiaces and supersedes any prior written or
verbal communications, representations, proposals or quotations relating to that subject matter.

[END OF ONLINE SERVICES GENERAL TERMS AND CONDITIONS|

Page 13 of 18 City of Nashua, NH — C179899 20160603 DD-0002-20160318

SECTION B LICENSE TERMS

PICTOMETRY SOFTWARE
LICENSE AGREEMENT

PLEASE READ THIS SOFTWARE LICENSE AGREEMENT (‘'LICENSE") CAREFULLY BEFORE DOWNLOADING, INSTALLING OR USING THE
SOFTWARE. BY USING THE SOFTWARE, YOU AGREE TO THE TERMS OF THIS LICENSE. IF YOU DO NOT AGREE TO THE TERMS OF THIS
LICENSE, DO NOT DOWNLOAD, INSTALL OR USE THE SOFTWARE.

1,

GENERAL. The software (“Pictometry Software”) and any written materials that accompany the software (“Documentation”) in any media or form are licensed,
not sold, to you by Pictometry International Corp. ("Pictometry") for use only under the terms of this License, Pictomctry reserves all rights not expressly granted
to you in this License.

LICENSE. Subject io the terms and conditions of this License, you are granted a limited, non-transferable, terminable, non-subjicenseable, non-exclusive license
to install and use the Pictometry Software and the Documentation (collectively, the “Proprietary Materials”) solely for internal use. Use of the functionality -
provided by the Pictometry Software other than for your internal use is prohibited, except with the prior written approval of Pictometry. You may make one copy
of the Pictometry Software in machine-readable form for backup purposes only; provided that the backup copy must include all copyright and other proprietary
hotices contained in the criginal. You will not and will not enable others to decompile, reverse engineer, disassemble, attempt to derive the source code of,
decrypt, modify, create derivative works of, or tamper with or disable any security or monitoring features within the Pictometry Software. Any attempt to do so is
a violation of the rights of Pictometry and its licensors.

TITLE. The Proprietary Materials are confidential information of, trade secrets of, and are proprietary to Pictometry. Title to the Proprietary Materials is and will
remain in Pictometry and its licensors. All applicable rights to patents, copyrights, trademarks, trade secrets, and other intellectual property rights in the
Proprietary Materials are and will remain in Pictometry and its licensors. You will not assert any right, title or interest in the Proprietary Materials provided to you
under this License, except for the express license granted to you hereunder, You will not remove any copyright or other proprietary notice or legend contained on
or included in any Proprietary Materials and you will reproduce all such information on all copies made hereunder. You will keep the Proprietary Materials free of
all claims, liens and encumbrances,

DISCLAIMERS OF WARRANTY. USE OF THE PICTOMETRY SOFTWARE IS AT YOUR SOLE RISK. TO THE MAXIMUM EXTENT PERMITTED
BY APPLICABLE LAW, THE PICTOMETRY SOFTWARE IS PROVIDED "AS IS", WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND,
AND PICTOMETRY HEREBY DISCLAIMS ALL WARRANTIES WITH RESPECT TO THE PICTOMETRY SOFTWARE, WHETHER EXPRESS,
IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND OF FITNESS FOR A
PARTICULAR PURPOSE. PICTOMETRY DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN OR PROVIDED BY THE PICTOMETRY
SOFTWARE WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE PICTOMETRY SOFTWARE WILL BE UNINTERRUPTED OR
ERROR-FREE, OR THAT DEFECTS IN THE PROPRIETARY MATERIALS WILL BE CORRECTED

LIMITATION OF LIABILITY. IN NO EVENT WILL PICTOMETRY BE LIABLE FOR ANY INCIDENTAL, SPECIAL, INDIRECT OR
CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA,
BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES ARISING OUT OF OR RELATED TO YOUR USE OR
INABILITY TO USE THE PICTOMETRY SOFTWARE, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT
OR OTHERWISE), EVEN IF PICTOMETRY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL PICTOMETRY'S
TOTAL LIABILITY TO YOU FOR ALL DAMAGES (OTHER THAN AS MAY BE REQUIRED BY APPLICABLE LAW IN CASES INVOLVING
PERSONAL INJURY) CAUSED BY, ARISING OUT OF OR IN ANY WAY RELATED TO THE PICTOMETRY SOFTWARE EXCEED THE AMOUNT OF
FIFTY DOLLARS ($50.00). THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL
PURPOSE.

TERMINATION. This License will terminate automatically without notice from Pictometry if you fail to comply with any term of this License. Upon the
termination of this License, you will cease all use of the Pictometry Software and destroy all copies, full or partial, of the Proprietary Materials.

MISCELLANEOUS PROVISIONS.

A. Restricted Rights. Pictometry Software acquired with United States Government funds or intended for use within or for any United States federal agency is
provided with “Restricted Rights” as defined in DFARS 252.227-7013, Rights in Technical Data and Computer Software and FAR 52.227-14, Rights in
Data-General, including Alternate III, as applicable, Pictometry must be notified in advance of any license grants to United States federal governmental
entities. The Pictometry Software is developed for general use in a variety of applications and is not developed or intended for use in any inherently
dangerous applications or applications that could lead to property damage, personal injury or death. If you use the Pictometry Software in such applications,
then you will be responsible for taking all appropriate fail-safe, backup, redundancy, and other measures to ensure the safe use of the Pictometry Software in
such applications, including but not limited to, in any nuclear, aviation, mass transit. public safety or medical applications.

B. Foreign Trade Restrictions, The parties acknowledge that certain information, software technology, accompanying documentation and technical
information may be subject to United States export contre! laws, You will not directly or indirectly export or re-export the Pictometry Software in violation of
the Export Administration Regulations of the U.S. Department of Commerce.

C. Governing Law. This License will be governed by and interpreted in accordance with the laws of the State of New York, excluding its conflict of laws
principles.

D. Assignment You may not assign this License without Pictometry’s prior written consent. Any assignment in violation of this License will be null, void and
of no force and effect. For all purposes under this License, any merger, consolidation, spin-off, acquisition or change-in-contro! will be deemed an
assignment.

E. Partial Invalidity; Survival. If any provision of this License is held invalid or unenferceable by competent authority, that provision will be construed so as
to be limited or reduced to be enforceable to the maximnum extent compatible with the law as it will then appear. The total invalidity or unenforceability of any
particular provision of this License will not affect its other provisions and this License will be construed in all respects as if the invalid or unenforceable provision
were omitted. The provisions of this License that by their nature would survive its termination will survive indefinitely.

Page 14 of 18 City of Nashua, NH — C179899 20160603 DD-0002-20160318

F Force Majeure. Neither party will be liable for any cosis or damages due to nonperformance under this License arising out of any cause not within the
reasonable control of such party and without its fault or negligence. Neither party will be liable for any delay or failure in the performance of its obligations
under this License that directly results from any failure of the other party to perform its obligations as set forth in this License.

G. Waiver. No waiver of a breach of any term of this License will be effective unless in writing and duly executed by the waiving party. No such waiver will
constitute a waiver of any subsequent breach of the same or any other term of this License. No failure on the part of a party to exercise, and no delay in
exercising any of its rights hereunder will operate 2s a waiver thereof, nor will any single or partial exercise by a party of any right preclude any other or
future exercise thereof or the exercise of any other right. No course of dealing between the parties will be deemed effective to modify, amend or discharge
any part of this License or the rights or obligations of any party hereunder.

H, Entire Agrecment; Construction. This License contains the entire understanding of the parties with respect to the subject matter hereof and supetsedes any
prior or contemporaneous understandings regarding that subject matter. No amendment to or modification of this License will be binding unless in writing
and signed by Pictometry. There are no representations, warranties, or obligations of any party not expressly contained herein. The headings in this License
are for convenience only, They do not constitute a portion of this License and will not be used in any construction of it.

JEND OF SOFTWARE LICENSE AGREEMENT]

Paye 1S nb 1K City of Nashua, NH - C179899 20160603 DD-0002-20160318

SECTION € NON-STANDARD TERMS AND CONDITIONS

1. Online Services Eligible Users: Notwithstanding anything in the Online Services General Terms and Conditions incorporated in
this Agreement to the contrary, the terms “Eligible User” and “Eligible Users” as defined in those Online Services General Terms and
Conditions shall, for the purposes of this Agreement, also include each “Authorized User” as that term is defined in the Delivered
Content Terms and Conditions of Use incorporated in this Agreement.

2. Section 6. to the Order form is deleted in its entirety and replaced with the following:
“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 twice the aggregate amount received by Pictometry pursuant to
this Agreement.”

3. The language in Section A under the heading FEES; PAYMENT TERMS is deleted in its entirety and replaced with the following:
“All 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.”

4. Section 6,3 to the Pictometry Delivered Content Terms and Conditions of Use is deleted in its entirety and replaced with the
following:
“6.3 Limitation of Liability. With respect to any other claims that you may have or assert against Pictometry on any matter
relating to the Delivered Content, the total liability of Pictometry shall, in the aggregate, be limited to two times the aggregate
amount received by Pictometry in payment for Delivered Content during the immediately preceding twenty-four (24) month
period.”

5. Section 7.2 to the Pictometry Delivered Content Terms and Conditions of Use is deleted in its entirety and replaced with the
following:
“7.2 This Agreement shall be governed and construed in accordance with the laws of the State of New Hampshire. Any action
arising out of the terms of this agreement, the work performed hereunder, or which is referahle in any way thereto shall be
brought in Hillsborough County (New Hampshire) Superior Court Southern Judicial District or in the New Hampshire 9th
Circuit Court, Nashua, New Hampshire and not elsewhere.”

6. Section 1.8 to the Pictometry Online Services General Terms and Conditions is deleted in its entirety and replaced with the

following:
“1.8 You may not knowingly use the Online Services or the Licensed Content to compete with any businesses of Pictometry.”

7, Section 1.9 to the Pictometry Online Services General Terms and Conditions is deleted in its entirety and replaced with the
following:
“1,9 You may not use information included in the Online Services or the Licensed Content to determine an individual
consumer's eligibility for (a) credit or insurance for personal, family, or household purposes; (b} employment; or (c) a
government license or benefit granted by a governmental instrumentality required by law to consider an applicant’s financial
responsibility or status. The term “consumer” is defined in the United States Fair Credit Reporting Act at 15 USC §1681.”

#, Section 5.3 to the Pictometry Online Services General Terms and Conditions is deleted in its entirety and replaced with the

following:
“5.3. TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES WILL THE
AGGREGATE LIABILITY OF THE COVERED PARTIES IN CONNECTION WITH ANY CLAIM ARISING OUT OF OR
RELATING TO THE ONLINE SERVICES OR THE LICENSED CONTENT OR THIS LICENSE AGREEMENT EXCEED
THE LESSER OF YOUR ACTUAL DIRECT DAMAGES OR TWICE THE AMOUNT YOU PAID FOR THE ONLINE
SERVICES IN THE TWELVE MONTH PERIOD IMMEDIATELY PRECEDING THE DATE THE CLAIM AROSE. YOUR
RIGHT TO MONETARY DAMAGES IN THAT AMOUNT SHALL BE IN LIEU OF ALL OTHER REMEDIES WHICH
YOU MAY HAVE AGAINST ANY COVERED PARTY.”

9. Section 6.6 to the Pictometry Online Services General Terms and Conditions is deleted in its entirety and replaced with the

following:
“6.6 This Agreement shall be governed and consirued in accordance with the laws of the State of New Hampshire. Any action
arising out of the terms of this agreement, the work performed hereunder, or which is referable in any way thereto shall be

Page 16 of 18 City of Nashua, NH — C179899 20160603 DD-0002-20160318

brought in Hillsborough County (New Hampshire) Superior Court Southern Judicial District or in the New Hampshire 9th
Circuit Court, Nashua, New Hampshire and not elsewhere.”

1G. Section 6.9 to the Pictometry Online Services General Terms and Conditions is deleted in its entirety.

11. Section 5 to the Pictometry Software License Agreement is deleted in its entirety and replaced with the following:
“5, LIMITATION OF LIABILITY. IN NO EVENT WILL PICTOMETRY BE LIABLE FOR ANY INCIDENTAL,
SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION,
DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL
DAMAGES OR LOSSES ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE
PICTOMETRY SOFTWARE, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT,
TORT OR OTHERWISE), EVEN IF PICTOMETRY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
TN NO EVENT WILL PICTOMETRY'S TOTAL LIABILITY TO YOU FOR ALI DAMAGES (OTHER THAN AS MAY BE
REQUIRED BY APPLICABLE LAW IN CASES INVOLVING PERSONAL INJURY) CAUSED BY, ARISING OUT OF
OR IN ANY WAY RELATED TO THE PICTOMETRY SOFTWARE EXCEED TWICE THE.AMOUNT PAID UNDER
THIS AGREEMENT. THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY

FAILS OF ITS ESSENTIAL PURPOSE.”

12. Section 7 C. to the Pictometry Software License Agreement is deleted in its entirety and replaced with the following:
“C. This Agreement shal! be governed and construed in accordance with the laws of the State of New Hampshire. Any action
arising out of the terms of this agreement, the work performed hereunder, or which is referable in any way thereto shall be
brought in Hillsborough County (New Hampshire) Superior Court Southern Judicial District or in the New Hampshire 9th
Circuit Court, Nashua, New Hampshire and not elsewhere.”

13. Notwithstanding anything in this Agreement {o the contrary, if any content, material, or information covered by this Agreement is
requested from the City, the City will endeavor to respond pursuant to the terms of this Agreement. Ifa claim is threatened or filed
against the City under NH RSA Chapter 91-A (“the Right-to-Know Law”) for access to said content, material, or information, the City
will notify Pictometry. Pictometry shall assume the defense of any such action and shall indemnify the City against any loss arising

out of any such action including costs and attorneys’ fees.

JEND OF NON-STANDARD TERMS AND CONDITIONS]

Page 17 of 18 City of Nashua, NH — C179899 20160603 DD-0002-20160318

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Page 18 of i8

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

35) THE CITY OF NASHUA a

Financial Services

Purchasing Departnent

June 9, 2016
Memo #16-160

TO: MAYOR DONCHESS
FINANCE COMMITTEE

SUBJECT: RENEWAL OF MEDICAL DIRECTOR CONTRACT FOR FY17 (VALUE: $10,800)
DEPARTMENT: 172 COMMUNITY HEALTH; FUND: GENERAL FUND $2,800

ACCOUNT CLASSIFICATION: 55 OTHER SERVICES
DEPARTMENT: 172 COMMUNITY HEALTH; FUND: COMMUNITY HEALTH GRANT

STD/HIV $8,000
ACCOUNT CLASSIFICATION: 55 OTHER SERVICES

Please see attached communication from Bobbie Bagley, Director, DPHCS dated June 7, 2016 for
information related to this contract award.

Pursuant to NRO § 5-83 Professional Services (A) In the purchase of accounting, architectural, auditing,
engineering, legal, medical and ambulance services and purchases of independent professional
consultant services for personnel, data processing, actuarial, planning, management and other
comparable purchases competitive bidding shall not be required.

The Director, DPHCS and the Purchasing Department recommend awarding this contract to Alexander
Granock, MD of Merrimack, NH in an amount of $10,800.

ban Kdoken
Purchasing Manager

Cc: B Bagley J Graziano

t
229 Main Street e Nashua, New Hampshire 03061 | Phone (603} 589-3330 « Fax (603) 589-3344