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include, or shall cease to include, as applicable,
information or materials that (a) were available to the
public on the Effective Date; (b) become available to
the public after the Effective Date, other than as a
result of violation of this Agreement by Receiving
Party; (c) were rightfully known by the Receiving Party
prior to its receipt thereof from the Disclosing Party;
(d) are or were disclosed by the Disclosing Party
generally without restriction on disclosure; (e) the
Receiving Party received from a third party without
that third party's breach of agreement or obligation
to the Disclosing Party; or (f) are independently
developed by the Receiving Party. The Parties
acknowledge and agree that the Agency and this
Agreement are subject to the provisions and
requirements of NH RSA Chapter 91-A (New
Hampshire’s _right-to-know jaw). Therefore,
determination of what document or information is
Confidential information shall be done in
conformance with said jaw.

2.2 Non-Disclosure. The Receiving Party shall not
disclose or use any Confidential Information of the
Disclosing Party for any purpose outside the scope of
this Agreement, except with the Disclosing Party's
prior written permission. For the avoidance of doubt,
Confidential Information may be shared with the
Receiving Party’s employees, contractors, agents,
sub-contractors, or consultants as required to
perform Receiving Party's obligations hereunder;
provided that, such individuals have agreed to be
bound by obligations of confidentiality that are at
least as restrictive as those contained in this Section
2. Each Party agrees to protect the confidentiality of
the Confidential information of the other Party in the
same manner that it protects the confidentiality of its
own proprietary and confidential information of like
kind, but in no event shall either Party exercise less
than reasonable care in protecting such Confidential
Information. !f the Receiving Party is compelled by a

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court of competent jurisdiction to disclose
Confidential Information of the Disclosing Party, it
shall provide the Disclosing Party with prior timely
notice of such compelled disclosure (to the extent
legally permitted) and reasonable assistance. Absent
the entry of a protective order, the Disclosing Party
shall disclose only such information as is necessary to
be disclosed in response to such subpoena, court
order, right-to-know request, or other similar
document.

Section 3 Rider Data.

3.1 Rider Data. The phrase “Rider Data” means
and refers to any data provided or inputted by or on
behalf of the Agency's Riders via the Service (é.g.,
through the TT App) for the sale or purchase of Digital
Fares from TT, which may include email address, full
name, cardholder information, credit cards or debit
card information and bank information of the Riders,
and any other data as described in TT’s privacy policy
for the TT App (as that privacy policy may be amended
from time to time). Agency agrees and acknowledges
that TT has a direct relationship with Agency's Riders
via the TT App through which it collects Rider Data
(along with similar data from riders of other transit
customers of TT), and accordingly, Rider Data is
owned and controlled by TT.

3.2 TT Obligations. TT shall:

(a) use the Rider Data in compliance with its privacy
policy (as it may be updated from time to time} and
applicable laws and regulations; (b) comply with
applicable Card Networks’ Operating Rules (i.e.,
applicable PCI standards, if any), as the same may be
amended from time to time; provided, however, that
Agency agrees and acknowledges that TT uses the
services of third party payment processors who, as
between TT and such third party, shall be solely

SERVICE, EXPRESS OR IMPLIED, INCLUDING, BUT NOT
LIMITED TO, ANY WARRANTIES OF, TITLE,
MERCHANTABILITY AND FITNESS FOR A PARTICULAR
PURPOSE. WITHOUT LIMITING THE GENERALITY OF
THE FOREGOING DISCLAIMERS, TT MAKES NO
WARRANTY AS TO THE RESULTS THAT MAY BE
OBTAINED FROM THE USE OF THE SERVICES OR THAT
THE SERVICES WILL BE ERROR-FREE OR AVAILABLE AT
ANY GIVEN TIME.

Section 7 Indemnification.

7.1 TY Indemnification. TT shall indemnify,
defend and hold harmless Agency from and against
any and all third party claims, damages, losses,
expenses or liabilities, including, but not limited to,
reasonable attorneys’ fees, in each case payable to
unaffiliated third parties, arising out of or resulting
from the following: {a) the TT’s breach of
confidentiality obligations under Section 2 of this
Agreement; (b) the willful misconduct or the grossly
negligent acts, errors or omissions of TT, its officers,
agents, and employees; and (c) breach of any
covenant or representation herein.

7.2 Agency _Indernnification. Agency — shall
indemnify, defend and hold harmless TT from and

against any and all third party claims, damages,
losses, expenses or liabilities, including, but not
limited to, reasonable attorneys’ fees, in each case
payable to unaffiliated third parties, arising out of or
resulting from the following: (a) the Agency’s breach
of obligations under Section 2 or Section 3.3 of this
Agreement; (b) claims, including from Riders,
regarding or relating to the Agency's transit service
including those relating to expired but unused Digital
Fares and any unauthorized use or disclosure of Rider
Data; (c) the willful misconduct or the grossly
negligent acts, errors or omissions of Agency, its

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officers, agents, and employees; and (d) breach of any
covenant or representation herein.

7.3. Conduct. A Party's — indemnification
obligations under Section 7 shall not apply unless: (a)
the indemnifying Party has the sole right to conduct
the defense of any such infringement claim or action
and all negotiations for its settlement or compromise,
and to settle or compromise any such claim; (b} the
indemnified Party cooperates; and (c} the
indernnified Party gives the indemnifying Party
prompt written notice of any threat, warning, or
notice of any such claim or action, with copies of any
and all documents the indemnified Party may receive
relating thereto.

Section 8
Limitation.

Damage Disclaimer and Liability

8.1 Disclaimer of Damages. TT’s aggregate
maximum liability for damages arising out of or in
connection with this Agreement, whether based upon
a theory of contract or tort or otherwise, shall not
exceed three (3) times the amount of the Fee paid or
due during the prior 12 month period. The Parties
further acknowledge that nothing in this Section 8.1
shail be deemed to waive the rights to equitable
relief.

8.2 Exclusion of Certain Damages. Subject to 2
Party’s indemnification obligations, to the maximum

extent permitted by law, in no event shall either Party
be liable for any special, punitive, consequential,
incidental, or indirect damages, including loss of
profits, income, goodwill, cost of procurement of
substitute goods or services, or revenue, in
connection with this Agreement.

8.3 Basis of Bargain. EACH PARTY RECOGNIZES
AND AGREES THAT THE DISCLAIMERS AND LIABILITY

AND REMEDY LIMITATIONS IN THIS AGREEMENT ARE
MATERIAL, BARGAINED FOR BASES OF THIS
AGREEMENT AND THAT THEY HAVE BEEN TAKEN
INTO ACCOUNT AND REFLECTED IN DETERMINING
THE CONSIDERATION TO BE GIVEN BY EACH PARTY
UNDER THIS AGREEMENT AND IN THE DECISION BY
EACH PARTY TO ENTER INTO THIS AGREEMENT.

Section 9 Non-Assignment.

Neither Party may assign or transfer this Agreement
or any interest therein directly or indirectly, by
operation of law or otherwise, without the prior
written consent of the other Party, which shall not be
unreasonably withheld; provided, however, that TT
may assign or transfer this Agreement or any interest
therein to an affiliate or a successor to all or
substantially all of its business or assets, whether
through an acquisition, merger, change of control, or
otherwise. Any attempted assignment or transfer in
violation of this Section shall be void and without
effect.

Section 10 Term; Termination.

10.1 Term. This Agreement will commence upon the
Effective Date and continue in effect for a period of
365 days, unless earlier terminated as set forth herein
(“initial Term’). Unless terminated earlier as
permitted herein, the Agreement will be extended
automatically for up to two (2) successive additional
terms of 365 days at the end of the Initial Term and
the first renewal term (collectively, the “Term’”).

10.2 Termination. Either Party may elect not to renew
this Agreement by giving written notice to the other
Party at least 20 days prior to the end of the then
current (initial or renewal) term. Either Party may
terminate this Agreement for any reason or no reason
upon 30 days’ written notice to the other Party at the

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address listed above, or immediately upon notice of
any breach by the other Party of the provisions of this
Agreement. Upon termination, the license granted
hereunder will terminate and Agency shall
immediately return or, at TT’s election permanently
destroy, all software, Confidential Information,
including any Rider Data, and all copies and extracts
of the foregoing.

10.3 Qbligations to Agency's Riders Upon
Termination. Upon termination or expiration of this
Agreement (a) TT shall terminate the right of the
Agency’s Riders to purchase any new fares on
Agency’s transit service and (b) TT and Agency shall
each keep active the right of customers to activate
and use existing pre-purchased but unused Digital
Fares for a period of 120 days from the expiration or
termination date of this Agreement. For the
avoidance of doubt, TT shall have no obligation to
support pre-purchased Digital Fares for more than
120 days after termination or expiration of this
Agreement regardiess of Agency’s policy.

Section 11 Generai

11.1 Applicable Law. This Agreement shall
become effective only upon its execution by both TT
and Agency and it shall be governed by and construed
in accordance with the laws of the State of New
Hampshire without regard to the conflicts of laws
provisions therein. The jurisdiction and venue for
actions related to then subject matter of this
Agreement shall be the Hillsborough County South
Superior Court located in Nashua NH, and each Party
hereby submits to the personal jurisdiction of such
courts.

11.2 Attorneys’ Fees. intentionally removed.

11.3 Severability. 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 provisions shall be limited or
eliminated to the minimum extent necessary so that
this Agreement shall otherwise remain in full force
and effect and enforceable.

11.4 Force Majeure. If the performance of this
Agreement or any obligation hereunder (other than
obligations of payment) is prevented or restricted by
reasons beyond the reasonable control of a Party or
its subcontractors, the Party so affected shail be
excused from such performance to the extent of such
prevention or restriction.

1i5 Entire Agreement. This Agreement and any
exhibits and attachments hereto constitute the entire
agreement between the Parties pertaining to the
subject matter hereof, and any and all written or oral
agreements previously existing between the Parties
are expressly cancelled and superseded by these
terms. Any modifications of this Agreement must be
in writing and signed by both Parties.

11.6 Notices. All notices, demands, requests or
approvals to be given under this Agreement, must be
in writing and will be deemed served when delivered
personally, by email, or on the third business day after
deposit in the United States mail, postage prepaid,
registered or certified, addressed as follows:

All notices, demands, requests or approvals to the
Agency:

Nashua Transit System

11 Riverside Street
Nashua, NH 03062
Attention: Camille Pattison

Token Transit, Inc CONFIDENTIAL
v. 02/18/2018

Ail notices, demands, requests or approvals to TT:

Token Transit, Inc.

3425 19th Street, #17

San Francisco, CA 94110
Attention: Morgan Conbere

11.7 Equitable Relief. Due to the unique nature
of the Parties’ Confidential Information disclosed
hereunder, there can be no adequate remedy at law
for a Party's breach of its obligations hereunder, and
any such breach may result in irreparable harm to
the non-breaching Party. Therefore, upon any such
breach or threat thereof, the Party alleging breach
shail be entitled to seek injunctive and other
appropriate equitable relief in addition to any other
remedies available to it, without the requirement of
posting a bond.

11.8 Independent Contractors. The Parties shall

be independent contractors under this Agreement,
and nothing herein shall constitute either Party as the
employer, employee, agent, or representative of the
other Party, or both Parties as Parties to a joint
venture or partners for any purpose.

11.9 Headings and Interpretation. The headings in
this Agreement are for reference only and do not

affect the interpretation of this Agreement. For
purposes of this Agreement: (a) the words “include,”
"includes" and "including" are deemed to be followed
by the words "without limitation”; (b) the word "or"
is not exclusive; (c) the words "herein," "hereof,"
“hereby,” “hereto” and "hereunder" refer to this
Agreement as a whole; (d) words denoting the
singuiar have a comparabie meaning when used in
the plural, and vice versa.

11.10 Counterparts. This Agreement may be
executed in counterparts, each of which is deemed an

original, but all of which together are deemed to be
one and the same agreement. A signed copy of this
Agreement delivered by facsimile, e-mail or other
means of electronic transmission is deemed to have
the same legal effect as delivery of an original signed
copy of this Agreement.

11.11 Survival. Sections 1.2, 1.3(b) for 120 days

after termination or expiration, , 1.5, 2, 3.3, 4 (e.g., for
Fees not yet paid as of termination), , 6, 7, 8, 10.3,
11.1-21.11 and other terms which by their nature are
intended to survive, shall survive termination or
expiration of this Agreement.

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11.12 Insurance. Each Party shall maintain
throughout the Term insurance as it deems
appropriate in connection with its respective
obligations hereunder.

[SIGNATURE PAGE FOLLOWS]

in witness whereof, the Parties, having all required authority, have caused this Agreement to be executed on
the date and year first written above.

[AGENCY NAME]

By:

SIGNATURE] NAME AND TITLE

TOKEN TRANSIT, INC.
we

gt te . oe

Name: Zach avid Grown

Title: Secieterig

Token Transit, Inc. CONFIDENTIAL
v, 02/18/2018

5. EFFECTIVE DATE OF CONTRACT. This contract shall not become effective until and unless approved
by the City of Nashua.

6. NOTICES. All notices, requests, or approvals required or permitted to be given under this contract shall
be in writing, shall be sent by hand delivery, overnight carrier, or by United States mail, postage prepaid,
and registered or certified, and shall be addressed to:

CITY OF NASHUA REPRESENTATIVE: REPRESENTATIVE:

Tim Cummings Robin Bousa

Director of Economic Development Vanasse Hangen Brustlin Inc. (VHB)
City of Nashua 2 Bedford Farms Dr. Suite 200

Bedford, NH 03110

Any notice required or permitted under this contract, if sent by United States mail, shall be deemed to be
given to and received by the addressee thereof on the third business day after being deposited in the mail.
The City of Nashua or Professional Engineer may change the address or representative by giving written
notice to the other party.

IN WITNESS WHEREOF, the parties hereto have caused this contract to be signed and intend to be legally
bound thereby.

City of Nashua, NH (signature) Vanasse Hangen Brustlin, Inc. (signature)
Tim Cummings, Dir. Econ, Dev, Robin Bousa, Managing Director
(Printed Name and Title) (Printed Name and Title)

Date Date

AG 3of3

THE CITY OF NASHUA “The Cate City’

Financial Services

Purchasing Department

March 14, 2018
Memo #18-101

TO: MAYOR DONCHESS
FINANCE COMMITTEE

SUBJECT: KRT APPRAISAL PROFESSIONAL PROPERTY REVALUATION (VALUE: $500,000)
DEPARTMENT: FINANCIAL SERVICES; FUND: CERF

Please see the attached communication from John L. Griffin, Chief Financial Officer, dated March 14,
2018 for information related to this purchase.

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 Chief Financial Officer and the Purchasing Department recommend the approval of this purchase in
the amount of $500,000 to KRT Appraisal of Haverhill, MA.

Respectfully,
Onn its 9 ker

Dan Kooken
Purchasing Manager

Ce: J. Griffin

229 Main Street * Nashua, New Hampshire 03061 * Phone (603) 589-3330 * Fax (603)
589-3233

2\ THE CITY OF NASHUA “the Cate Cty"

Financial Services Division

Office of the Chief Financial Officer

TO: Dan Kooken, Purchasing Manager

FROM: John L. Griffin, CFO

DATE: March 12, 2018

RE: Contract Approval for Full Statistical Revaluation

The City of Nashua is required by state statute RSA 75:8-a to conduct a full
statistical revaluation every five years. The most recent revaluation was
completed in 2013. The City plans to move forward with the revaluation project
in 2018.

During the past several months, we have been planning how we can accomplish
this project by October 1, 2018. We have determined that outside professional
assistance is necessary. KRT Appraisal has provided the attached proposal for the
Full Statistical Revaluation for all properties within the City at a price of
$500,000. Source of Funding will be the Capital Equipment Reserve Fund
(CERF).

This contact is being awarded using 5-83 Professional Services. KRT Appraisal
has been chosen as the vendor for this work. KRT specializes in mass appraisals,
is certified by the NH State Department of Revenue Administration, is available
to timely perform the work and has the ability to supply all of the major
disciplines necessary to perform this work.

229 Main Street * Nashua, New Hampshire 03060 « Phone (603) 589-3173 * Fax (603)

589-3168

FULL STATISTICAL REVALUATION CONTRACT

SUBJECT: FULL STATISTICAL REVALUATION means the process of a revaluation of all taxable and
nontaxable properties in a Municipality, using existing property data, to arrive at full and true value

as of April 1, 2018.

The City of Nashua, NH, a municipal corporation organized and existing under the laws of the State
of New Hampshire, hereinafter called the Municipality; and KRT Appraisal, 191 Merrimack St., Suite
701, Haverhill, MA 01830 a business organization existing under the laws of the Commonwealth of
Massachusetts, hereinafter called the Company, hereby mutually agree as follows:

GENERAL PROVISIONS

1. IDENTIFICATION
1.1 Name of Municipality
1.2 Mailing Address of Municipality

1.3 Contracting Officer for the Municipality

1.4 Telephone and Fax numbers

1.5 E-mail Address, if applicable

City of Nashua, NH

229 Main Street, Nashua, NH 03060

John Griffin, Chief Financial Officer

Phone: 603-589-3000
Fax: 603-589-3168

GriffinJ@Nashuanh.gov

1.6 Name of Company
1.7 Mailing Address of Company

1.8 Principal place of business

1.9 E-mail address, if applicable

1.10 Telephone and Fax numbers
1.11 Name and Title of Company Signer

1.12 Type of business organization

KRT Appraisal

191 Merrimack St, Suite 701

Haverhill, MA 01830

rob_tozier@krtappraisal.com

Phone: 877-337-5574
Fax: 978-914-7201

Robert A. Tozier, Vice President

Revaluation and Assessing Services