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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

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

ifD iparametrics mel ES PROPOSAL FOR THE CITY OF NASHUA
B = ! @ — ARPA ADMINISTRATIVE SERVICES

2. Past Performance

We understand the intricacies of the laws, regulations. policies, timelines, processes, and systems that govern the Amencan Rescue
Plan funds and can demystify such topics into plain language and easy to execute directives. We are confident that we have the
expertise necessary to support your decision-making to optimize your program to complement multi-faceted state, local, and regional
recovery efforts. We are proud of our history serving our clients in their time of need and the resulting trust and confidence that
our clients have in us. This trust is strengthened by the fact that our team has not been involved in any current litigations and has
not been the subject of any arbitration.

In the table below we have summarized recent projects that highlight services most like those that we would perform for the City
of Nashua. In the following pages, you will find detailed project descriptions and references.

Ctient / Location Project Description Contract Project

Dates Amount

City of Providence / The iParametncs team was selected to assist the City of July 2021 - $100,000+
Rhode Island Providence in their recovery process from the COVID-I9 Present to date
pandemic while preparing for future disaster declarations. We are
coordinating and managing all FEMA Public Assistance grant
responsibilities while identifying other relief opportunities, including
CARES Coronavirus Relief Funds (CRF) and ARPA.

City of Lowell / The iParametrics team is supporting the City of Lowell's COVID-19 | 12/2020 - $1.3 million
Massachusetts response and recovery efforts, including applying for CARES Act Ongoing
funding reimbursements, planning for vaccine distribution, and the
establishment of a call center using a cloud-based routing system.
Finney County / Kansas The iParametrics team delivered turn-key solutions for 07/2020 — $433,436
comprehensive management of COVID-19 recovery funding Ongoing
through the US Treasury's CRF grant. We provided program
design, implementation, and management services, and guided the
County in securing $1.8 million through FEMA PA grants, We were
recently selected to support the County with their ARPA funds.
The Unified Government | The iParametrics team is providing the Unified Government of 08/2021 - $233,580
/ Kansas Kansas consulting services related to applicable uses for their ARPA Ongoing
funds while providing grant discovery opportunities and technical
government grant writing for additional opportunities.

Saline County / Kansas The iParametrics team is providing Saline County with technical July 2021 - $100,000+
advisory services related to COVID-19 recovery while developing Present
and implementing strategies to maximize federal and state
assistance,

City of Fayetteville / The iParametrics team is supporting the City of Fayetteville's 06/202 | — $674.960
North Carolina COVID-19 response and recovery efforts by identifying applicable Ongoing
uses for their ARPA funds to meet City goals through the initiation
of specialized programs, including smalt business revitalization and
new broadband infrastructure,

Seward County / Kansas | The iParametrics team provided comprehensive management of 07/2020 $313,364
, COVID-I9 recovery funding: providing program design, Ongoing
implementation, and management services for the County's CRF
grant. We were recently selected to support the County with their
ARPA funds as well.

PAGE 15

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