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SECTION B LICENSE TERMS

PICTOMETRY SOFTWARE
LICENSE AGREEMENT

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

1,

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

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

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

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

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

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

MISCELLANEOUS PROVISIONS.

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

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

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

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

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

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

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

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

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

JEND OF SOFTWARE LICENSE AGREEMENT]

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

SECTION € NON-STANDARD TERMS AND CONDITIONS

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

2. Section 6. to the Order form is deleted in its entirety and replaced with the following:
“With respect to any claims that Customer may have or assert against Pictometry on any matter relating to this Agreement, the
total liability of Pictometry shall, in the aggregate, be limited to twice the aggregate amount received by Pictometry pursuant to
this Agreement.”

3. The language in Section A under the heading FEES; PAYMENT TERMS is deleted in its entirety and replaced with the following:
“All amounts due to Pictometry pursuant to this Agreement (“Fees”) are expressed in United States dollars and do not include
any duties, taxes (including, without limitation, any sales, use, ad valorem or withholding, value added or other taxes) or
handling fees, all of which are in addition to the amounts shown above and, to the extent applicable to purchases by Customer,
shall be paid by Customer to Pictometry without reducing any amount owed to Pictometry unless documents satisfactory to
Pictometry evidencing exemption from such taxes is provided to Pictometry prior to billing.”

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

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

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

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

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

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

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

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

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

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

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

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

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

FAILS OF ITS ESSENTIAL PURPOSE.”

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

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

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

JEND OF NON-STANDARD TERMS AND CONDITIONS]

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

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Page 18 of i8

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

35) THE CITY OF NASHUA a

Financial Services

Purchasing Departnent

June 9, 2016
Memo #16-160

TO: MAYOR DONCHESS
FINANCE COMMITTEE

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

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

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

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

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

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

ban Kdoken
Purchasing Manager

Cc: B Bagley J Graziano

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

THE CITY OF NASHUA “The Cate City’

Division of Pubkic Health and Community Services
Community Services Department

June 7, 2016

To: John Griffin, CFO; Daniel Kooken, Purchasing Manager
From: Bobbie Bagley, Director, DPHCS
Subject: Renewal of Medical Director Contract for FY17

Alexander Granok, MD, an independent contractor, has served as_ the
Division of Public Health and Community Service’s Medical Director for
the past five (5) years.

The Division is required to have a physician serve as Medical Director

in order to maintain clinical licensure. The Medical Director is
responsible for reviewing and approving all clinical Standards of
Operations for the clinic as well as for disease investigations. The

Medical Director provides clinical consultation to the Advance
Practice Nurse Practitioner, the Community Health Department Staff,
and the Environmental Health Staff when needed.

Dr. Granok is a weli-known and respected Infectious Disease doctor.

The attached contract is effective July 1, 2016 through June 30, 2017
in the amount of $10,800 to be paid at $900 per month.

In accordance with § 5-83(A) Professional Services, the Division of
Public Health recommends that the contract with Alexander Granok, MD
located at 399 Daniel Webster Highway, Merrimack,. NH, be renewed for
an additional year.

229 Main Street » Nashua, New Hampshire O306C | Phone (603) 589-3307 » Fax (603) 594-3434

INDEPENDENT CONTRACTOR AGREEMENT

This agreement is made this ___ day of , 2016 between the City of
Nashua, New Hampshire (hereinafter “City’), with a mailing address 229 Main Street,
Nashua, NH 03060 and Alexander Granok, MD (hereinafter “Contractor’), with a
mailing address of 399 Daniel Webster Highway, Merrimack, NH 03054. The City of
Nashua, Division of Public Health and Community Services (DPHCS) and Alexander
Granok, MD (collectively referred to as the “Parties”) hereby enter into this Independent
Contractor Agreement (hereinafter “Agreement”’) under the terms and conditions set
forth below.

PURPOSE OF AGREEMENT

The Nashua Division of Public Health and Community Services desires to enter into this
agreement with a physician for periodic medical consultation on matters pertaining to
communicable diseases, emergency preparedness, chronic disease prevention; and for
authorizing the Department's standing orders, on an annual basis, for immunization,
sexually transmitted disease, and other clinics.

SCOPE OF SERVICES

The Contractor will provide medical oversight to the Nashua Division of Public Health on
matters pertaining to communicable diseases, emergency preparedness, chronic
disease prevention, and school health issues.

1. The Contractor shall provide consultation to the APRN, Community Health
Department Staff, Environmental Health Department staff and _ the
Epidemiologist relative to the treatment of infectious diseases and disease
investigations.

2. The Contractor will review the appropriate DPHCS Policy and Procedure
manuals at least once per year and shall make recommendations for policy and
procedure changes as indicated.

3. The Contractor will review and sign the DPHCS standing orders on an annual
basis.

4. The Contractor will meet with DPHCS Division Director and Manager of the
Community Health Department aft least twice on an annual basis.

Lp Fr Ane
UD iParametrics @mel yori

Rebbe « Seemrey

PROPOSAL FOR THE CITY OF NASHUA
ARPA ADMINISTRATIVE SERVICES

management for provision of real estate and title clearance services
in the wake of Hurricanes lke and Dolly.

Mecklenburg County / iParametrics is supporting the County's COVID-19 response and 04/2021 — $350,000+
North Carolina recovery efforts, which includes applying for recovery funding Ongoing
reimbursements and grant management services.
Louisiana Office of Metnc ts responsible for development of policy and procedures, 04/2017 — $E.4 million
Community quality assurance, change orders, field inspections and vendor Ongaing
Development Disaster management for the Restore Louisiana Homeowner Assistance
Recovery Unit (OCD- Program: aimed at recovery from the great floods of 2016.
DRU) / Baton Rouge, LA
New York Governor's | Metric was tasked with administration of GOSR’s Rental Assistance, | 03/2013— | $188 million
Office of Storm Recovery | Affordable Rental Opportunities, and interim Mortgage Assistance 02/2020
(GOSR) / Long Island, NY | Programs. Our tear provided policy and procedural development,
applicant and stakeholder management, vendor coordination, and
case management.
GLO / Texas Houston- Metric provided program management for the pilot “Homeowner 07/2012 - $5.9 million
Galveston Area Council, } Opportunity Program” (HOP). We created policy and procedures, 04/2017
Galveston County, and provided mobility counseling to promote housing choice for
City of Galveston homeowners who had voluntanly relocated, and provided vendor

CLIENT REFERENCES

Providence, Rhode Island

Patnce John Phillippe

ARPA Recovery Program Manager

(401) 954-8278

pjeanphilippe@providenceri.gov

Lowell, Massachusetts

Shad Ahmed

Deputy Emergency Management Director

(978) 674-1220
shada@lowellma gov

Finney County, Kansas

Robert Reece

County Administrator
(620) 272-3506
rreece@finneycounty.org

The Unified Government, Kansas

Kathleen VonAchen
CFO

(913) 573-5186
kvonachen@wycokck.org

PAGE 16

5. The Contractor will provide medical advice to the Division Staff on policy and
practice issues related to prevention and control of diseases of public health
importance.

6. The Contractor will serve as the Lab Director for the DPHCS Clinical Laboratory
Improvement Amendments (CLIA) License with the State of New Hampshire.

TIME PERIOD

This contract is in effect from July 1, 2016 to June 30, 2017.

QUALIFICATIONS

The medical consultant shall possess and maintain a medical degree and a valid
license to practice medicine within the State of New Hampshire. Copies of said medical
degree and NH licensure shall be provided prior to execution of this agreement.

PAYMENT FOR SERVICES

1. The City shall pay the contractor at the rate of $ 900.00 (nine hundred dollars)
per month.

2. Monthly Invoices may be submitted electronically by e-mail or in hard copy to
the Director of the Division of Public Health and Community Services.

INSURANCE COVERAGE:

The Contractor’s liability insurance shall be provided by the City of Nashua for the
scope of services listed within this contract for the duration of the contract.

INDEPENDENT CONTRACTOR

The Contractor agrees that he is completely independent from tne City and is not an
employee of the City. The Contractor warrants that he may work for other individuals
and/or entities. The City shall not supervise or directly control the work of the
Contractor. The City does reserve the right to inspect the work being performed and to
determine whether it is being performed in an appropriate manner. The Contractor shall
have the ultimate authority to determine the hours of work, the length of workdays, the
means and methods of performance of the work, and the City shall not interfere in this
regard, except when necessary to carry out the efficient and effective work of the City.