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3. Ifthe CONTRACTOR fails to correct nonconforming Work within a reasonable time, the OWNER
may correct it and the CONTRACTOR shall reimburse the OWNER for the cost of the correction.

ARTICLE 14 — PROHIBITED INTERESTS

CONTRACTOR shail not allow any officer or employee of the OWNER to have any indirect or direct
interest in this contract or the proceeds of this contract. CONTRACTOR warrants that no officer or
employee of the OWNER has any direct or indirect interest, whether contractual, non-contractual, financial
or otherwise, in this contract or in the business of the CONTRACTOR. CONTRACTOR also warrants that
it presently has no interest and that it will not acquire any interest, direct or indirect, which would conflict in
any manner or degree with the performance of services required to be performed under this contract.
CONTRACTOR further warrants that no person having such an interest shall be employed in the
performance of this contract. If any such interest comes to the attention of CONTRACTOR at any time, a
full and complete disclosure of the interest shall be immediately made in writing to the OWNER. If
OWNER determines that a conflict exists and was not disclosed to the OWNER, it may terminate the
contract at will or for cause.

ARTICLE 15 — TERMINATION OF THE CONTRACT
1. Termination, Abandonment, Or Suspension At Will. The OWNER, in its sole discretion, shall
have the right to terminate, abandon, or suspend all or part of the project and contract at will. If the

OWNER chooses to terminate, abandon, or suspend all or part of the project, it shall provide
CONTRACTOR 10 day’s written notice of its intent to do so.

If all or part of the project is suspended for more than 90 days, the suspension shall be treated as a
termination at will of all or that part of the project and contract.

Upon receipt of notice of termination, abandonment, or suspension at will, CONTRACTOR shall:

a. Immediately discontinue work on the date and to the extent specified in the notice.
b. Provide the OWNER with a list of all unperformed services.
c. Place no further orders or sub-contracts for materials, services, or facilities, other than as

may be necessary or required for completion of such portion of work under the contract that
is not terminated.

d. Immediately make every reasonable effort to obtain cancellation upon terms satisfactory to
the OWNER of all orders or sub contracts to the extent they relate to the performance of
work terminated, abandoned, or suspended under the notice, assign to the OWNER any
orders or sub contracts specified in the notice, and revoke agreements specified in the
notice.

e. Not resume work after the effective date of a notice of suspension until receipt of a written
notice from the OWNER to resume performance.

In the event of a termination, abandonment, or suspension at will, CONTRACTOR shall receive all
amounts due and not previously paid to CONTRACTOR for work satisfactorily completed in accordance
with the contract prior to the date of the notice and compensation for work thereafter completed as specified
in the notice. No amount shall be allowed or paid for anticipated profit on unperformed services or other
unperformed work.

2. Termination for Cause. This agreement may be terminated by the OWNER on 10 calendar day’s
written notice to CONTRACTOR in the event of a failure by CONTRACTOR to adhere to any or
all the terms and conditions of the contract or for failure to satisfactorily, in the sole opinion of the
OWNER, to complete or make sufficient progress on the work in a timely and professional manner.
CONTRACTOR shall be given an opportunity for consultation with the OWNER prior to the
effective date of the termination. CONTRACTOR may terminate the contract on 10 calendar days
written notice if, through no fault of CONTRACTOR, the OWNER fails to pay CONTRACTOR

Page 8 of 10

for 45 days after the date of approval by the CWNER of any Application for Payment.

Upon receipt of notice of termination for cause, CONTRACTOR shall:

a. Immediately discontinue work on the date and to the extent spccificd in the notice.
b. Provide the OWNER with a list of all unperformed services.
c. Place no further orders or sub-contracts for materials, services, or facilities, other than as

may be necessary or required for completion of such portion of work under the contract that
is not terminated.

d. Immediately make every reasonable effort to obtain cancellation upon terms satisfactory to
the OWNER of all orders or sub contracts to the extent they relate to the performance of
work terminated, abandoned, or suspended under the notice, assign to the OWNER any
orders or sub contracts specified in the notice, and revoke agreements specified in the
notice, .

e. Not resume work after the effective date of a notice of termination unless and until receipt
of a written notice from the OWNER to resume performance.

In the event of a termination for cause, CONTRACTOR shall receive all amounts due and not previously
paid to CONTRACTOR for work satisfactorily completed in accordance with the contract prior to the date
of the notice, less all previous payments. No amount shall be allowed or paid for anticipated profit on
unperformed services or other unperformed work. Any such payment may be adjusted to the extent of any
additional costs occasioned to the OWNER by reasons of CONTRACTOR's failure. CONTRACTOR shall
not be relieved of liability to the OWNER for damages sustained from the failure, and the OWNER may
withhold any payment to the CONTRACTOR until such time as the exact amount of damages due to the
OWNER is determined. All claims for payment by the CONTRACTOR must be submitted to the OWNER
within 30 days of the effective date of the notice of termination.

If after termination for the failure of CONTRACTOR to adhere to any of the terms and conditions of the
contract or for failure to satisfactorily, in the sole opinion of the OWNER, to complete or make sufficient
progress on the work in a timely and professional manner, it is determined that CONTRACTOR had not so
failed, the termination shall be deemed to have been a termination at will. In that event, the OWNER shall,
if necessary, make an adjustment in the compensation paid to CONTRACTOR such that CONTRACTOR
receives total compensation in the same amount as it would have received in the event of a termination-at-
will.

General Provisions for Termination. Upon termination of the contract, the OWNER may take over the
work and prosecute it to completion by agreement with another party or otherwise. Upon termination of the
contract or in the event CONTRACTOR shall cease conducting business, the OWNER shall have the right
to solicit applications for employment from any employee of the CONTRACTOR assigned to the
performance of the contract. Neither party shall be considered in default of the performance of such
obligations is prevented or delayed by any cause, existing or future, which is beyond the reasonable control
of such party. Delays arising from the actions or inactions of one or more of CONTRACTOR's principals,
officers, employees, agents, sub-CONTRACTORs, sub consultants, vendors, or suppliers are expressly
recognized to be within CONTRACTOR's control.

ARTICLE 16— DISPUTE RESOLUTION

The parties shall attempt to resolve any dispute related to this contract as tollows. Either party shall provide
to the other party, in writing and with full documentation to verify and substantiate its decision, its stated
position concerning the dispute. No dispute shall be considered submitted and no dispute shall be valid
under this provision unless and until the submitting party has delivered the written statement of its position
and full documentation to the other party. The parties shall then attempt to resolve the dispute through good
faith efforts and negotiation between the OWNER Representative and the CONTRACTOR Representative.
At all times, CONTRACTOR shall carry on the work under this contract and maintain and complete work
in accordance with the requirements of the contract or determination or direction of the OWNER. If the
parties are unable to resolve their dispute as described above within 30 days, the parties may request that the

Page 9 of 10

dispute be submitted to the Board of Public Works for resolution. If the parties are dissatisfied with the
decision of the Board of Public Works, the parties’ reserve the right to pursue any available legal and/or
equitable remedies for any breaches of this contract except as that right may be limited by the terms of this
contract.

ARTICLE 17—- CHOICE OF LAW AND VENUE

This contract shall be governed exclusively by the laws of the State of New Hampshire and any claim or
action brought relating to this contract, the work performed or contracted to be performed thereunder, or
referable in anyway thercto shall be brought in Hillsborough County (New Hampshire) Superior Court
Southern Judicial District or in the New Hampshire 9th Circuit Court—Nashua and not elsewhere

ARTICLE 18— MISCELLANEOUS PROVISIONS

1. Neither party to the Contract shall assign the Contract as a whole without written consent of the
other.

2. Tests, inspections and approvals of portions of the Work required by the Contract Documents or by
laws, ordinances, rules, regulations or orders of public authorities having jurisdiction shall be made
at an appropriate time.

3. Ifadditional testing is required, the CONTRACTOR shall perform these tests.

4. The OWNER shall pay for tests except for testing Work found to be defective for which the
CONTRACTOR shall pay.

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

City of Nashua, NH (signature) CONTRACTOR (signature)

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

Date Date

Page 10 of 10

> THE CITY OF NASHUA "The Gate City’

Financial Services

Purchasing Departorent

April 28, 2016
Memo #16-133

TO: MAYOR DONCHESS
FINANCE COMMITTEE

SUBJECT: PICTOMETRY CONTRACT (VALUE: $104,217)
DEPARTMENT: 134 GIS; FUND: GENERAL FUND OPERATING BUDGET
ACCOUNTING CLASSIFICATION: 54 PROPERTY EQUIPMENT

Please see attached communication from Angelo Marino, GISP, GIS Manager dated March 10, 2016 for
the information related to this contract award.

Pursuant to NRO § 5-84 A. (5) Special purchase procedures. Purchases from a sole manufacturer,
where it is determined to be more efficient and economical to reduce costs of maintenance of additional
repair parts, supplies or services.

The GIS Manager and the Purchasing Department recommend awarding the contract to Pictometry
International Corp of Rochester, NY in the amount of $104,217.

Respectfully,

hun —

ban Kooken
Purchasing Manager

Cec: A Marino J Graziano

229 Main Street « Nashua, New Hampshire 03061 * Phone (603) 589-3330 « Fax (603) 589-3344

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

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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