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applicant for employment is qualified. Service Provider agrees to take affirmative action to
employ, advance in employment, or to otherwise treat qualified, handicapped individuals
without discrimination based upon physical or mental handicap in all employment practices,
including but not limited to the following: employment, upgrading, demotion, transfer,
recruitment, advertising, layoff, termination, rates of pay, or other forms of compensation and
selection for training, including apprenticeship.

Without limitation of the foregoing, Service Provider's attention is directed to 41 C.F.R. § 60-
1.4, and the clause entitled "Equal Opportunity Clause" which, by reference, is incorporated into
this contract, to 41 C.F.R. § 60-250 et seq. and the clause entitled "Affirmative Action
Obligations of Service Providers and Sub Service Provider for Disabled Veterans and Veterans
of the Vietnam Era," which, by reference, is incorporated in this contract, and to 41 C.F.R. §
60-471 and the clause entitled "Affirmative Action Obligations of Service Providers and Sub
Service Providers for Handicapped Workers," which, by this reference, is incorporated in this
contract.

Service Provider agrees to assist disadvantaged business enterprises in obtaining business
opportunities by identifying and encouraging disadvantaged suppliers, consultants, and sub
consultants to participate to the extent possible, consistent with their qualification, quality of
work, and obligation of Service Provider under this contract.

In connection with the performance of work under this contract, Service Provider agrees not to
discriminate against any employee or applicant for employment because of race, creed, color,
national origin, sex, age, or sexual orientation. This agreement includes, but is not limited to, the

_ following: employment, upgrading, demotion or transfer, recruitment or recruitment advertising,
layoff or termination, rates of pay or other forms of compensation, and selection for training,
including apprenticeship.

Service Provider agrees, if applicable, to insert these provisions in all subcontracts, except for
subcontracts for standard commercial supplies or raw materials. Any violation of any applicable
provision by Service Provider shall constitute a material breach of the contract.

16. FEDERAL SUBCONTRACTING REQUIREMENTS. If Service Provider awards a
subcontract under this contract, Service Provider, if applicable, shall use the following alternative

steps:

A. Using the services of the Small Business Administration and the Minority
Business Development Agency of the United States Department of
Commerce, as appropriate; and

B. Requiring the sub Service Provider, if it awards subcontracts, to take
the affirmative steps set forth in paragraph A.

If applicable, Service Provider agrees to complete and submit to the City a Minority Business
Enterprise/Woman Business Enterprise (MBE/WBE) Utilization Report (Standard Form 334)
within 30 days after the end of each fiscal quarter until the end of the contract.

17. ENDORSEMENT. Service Provider shall seal and/or stamp and sign professional
documents including drawings, plans, maps, reports, specifications, and other instruments of
service prepared by Service Provider or under its direction as required under the laws of the State
of New Hampshire.

Page 14 of 21
Page 14 of 21

18. ASSIGNMENT, TRANSFER, DELEGATION, OR SUBCONTRACTING. Service
Provider shall not assign, transfer, delegate, or subcontract any rights, obligations, or duties
under this contract without the prior written consent of the City. Any such assignment,
transfer, delegation, or subcontracting without the prior written consent of the City is void.
Any consent of the City to any assignment, transfer, delegation, cr subcontracting shall only
apply to the incidents expressed and provided for in the written consent and shall not be
deemed to be a consent to any subsequent assignment, transfer, delegation, or subcontracting.
Any such assignment, transfer, delegation, or subcontract shall require compliance with or shall
incorporate all terms and conditions set forth in this agreement, including all incorporated
Exhibits and written amendments or modifications. Subject to the foregoing provisions, the
contract inures to the benefit of, and is binding upon, the successors and assigns of the parties.

19. CITY INSPECTION OF CONTRACT MATERIALS. The _ books, records,
documents and accounting procedures and practices of Service Provider related to this contract
shall be subject to inspection, examination and audit by the City, including, but not limited
to, the contracting agency, Corporation Counsel, and, if applicable, the Comptroller General
of the United States, or any authorized representative of those entities.

20. DISPOSITION OF CONTRACT MATERIALS. Any books, reports, studies,
photographs, negatives or other documents, data, drawings or other materials, including but
not limited to those contained in media of any sort (e.g., electronic, magnetic, digital) prepared
by or supplied to Service Provider in the performance of its obligations under this contract shall
be the exclusive property of the City and all such materials shall be remitted and delivered, at
Service Provider's expense, by Service Provider to the City upon completion, termination, or
cancellation of this contract. Alternatively, if the City provides its written approval to Service
Provider, any books, reports, studies, photographs, negatives or other documents, data,
drawings or other materials including but not limited to those contained in media of any
sort (e.g., electronic, magnetic, digital) prepared by or supplied to Service Provider in
the performance of its obligations under this contract must be retained by Service Provider for
a minimum of four years after final payment is made and all other pending matters are closed.
If, at any time during the retention period, the City, in writing, requests any or all of the
materials, then Service Provider shall promptly remit and deliver the materials, at Service
Provider's expense, to the City. Service Provider shall not use, willingly allow or cause to have
such materials used for any purpose other than the performance of Service Provider's
obligations under this contract without the prior written consent of the City.

21. PUBLIC RECORDS LAW, COPYRIGHTS, AND PATENTS. Service Provider
expressly agrees that all documents ever submitted, filed, or deposited with the City by Service
Provider (including those remitted to the City by Service Provider pursuant to paragraph
21), unless designated as confidential by a specific statue of the State of New Hampshire, shall
be treated as public records and shall be available for inspection and copying by any person,
or any governmental entity.

No books, reports, studies, photographs, negatives or other documents, data, drawings or other
materials including but not limited to those contained in media of any sort (e.g., electronic,
magnetic, digital) prepared by or supplied to Service Provider in the performance of its
obligations under this contract shall be the subject of any application for a copyright or patent by
or on behalf of Service Provider. The City shall have the right to reproduce any such materials.

Service Provider expressly and indefinitely waives all of its rights to bring, including but not
limited to, by way of complaint, interpleader, intervention, or any third party practice, any

Page 15 of 21
Page 15 of 21

claims, demands, suits, actions, judgments, or executions, for damages or any other relief, in any
administrative or judicial forum, against the City or any of its officers or employees, in either
their official or individual capacity, for violations of or infringement of the copyright or patent
laws of the United States or of any other nation. Service Provider agrees to indemnify, to defend,
and to hold harmless the City, its representatives, and employees from any claim or action
seeking to impose liability, costs, and attorney fees incurred as a result of or in connection with
any claim, whether rightful or otherwise, that any material prepared by or supplied to Service
Provider infringes any copyright or that any equipment, material, or process (or any part thereof)
specified by Service Provider infringes any patent.

Service Provider shall have the right, in order to avoid such claims or actions, to substitute at its
expense non-infringing materials, concepts, products, or processes, or to modify such infringing
materials, concepts, products, or processes so they become non-infringing, or to obtain
the necessary licenses to use the infringing materials, concepts, products, or processes, provided
that such substituted or modified materials, concepts, products, or processes shall meet all the
requirements and be subject to all the terms and conditions of this contract.

22. MILESTONE AND FINAL ACCEPTANCE. Upon completion of each milestone
and at final completion of all the work under the contract, Service Provider shall notify the
City in writing of the date of the completion of the milestone or final completion of all
the work and request confirmation of the completion from the City. Upon receipt of the notice,
the City shall confirm to Service Provider in writing that the whole of the milestone or final
completion of all the work was completed on the date indicated in the notice or provide
Service Provider with a written list of work not completed. With respect to work listed by the
City as incomplete, Service Provider shall promptly complete the work and the final
acceptance procedure shall be repeated. The date of final acceptance of each milestone and of
final acceptance of all the work by the City shall be the date the City accepts and approves
the notice of completion in writing.

23. TAXES. Service Provider shall pay all taxes, levies, duties, and assessments of every
nature due in connection with any work performed under the contract and make any and all
payroll deductions required by law. The contract sum and agreed variations to it does not include
any taxes imposed by law. Service Provider hereby indemnifies and holds harmless the City
from any liability on account of any and all such taxes, levies, duties, assessments, and
deductions.

24. NON-WAIVER OF TERMS AND CONDITIONS. None of the terms and
conditions of this contract shall be considered waived by the City. There shall be no waiver of
any past or future default, breach, or modification of any of the terms and conditions of the
contract unless expressly stipulated to by the City in a written waiver.

25. RIGHTS AND REMEDIES. The duties and obligations imposed by the contract and
the rights and remedies available under the contract shall be in addition to and not a limitation of
any duties, obligations, rights, and remedies otherwise imposed or available by law.

26. PROHIBITED INTERESTS. Service Provider shall not allow any officer or
employee of the City to have any indirect or direct interest in this contract or the proceeds of
this contract. Service Provider warrants that no officer or employee of the City has any
direct or indirect interest, whether contractual, noncontractual, financial or otherwise, in this
contract or in the business of Service Provider. If any such interest comes to the attention of
Service Provider at any time, a full and complete disclosure of the interest shall be
immediately made in writing to the City. Service Provider also warrants that it presently has

Page 16 of 21 —
Page 16 of 21

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. Service Provider further warrants that no person having such an interest shall
be employed in the performance of this contract. If City determines that a conflict exists
and was not disclosed to the City, it may terminate the contract at will or for cause in
accordance with paragraph 8.

In the event Service Provider (or any of its officers, partners, principals, or employees acting
with its authority) is convicted of a crime involving a public official arising out or in connection
with the procurement of work to be done or payments to be made under this contract, City may
terminate the contract at will or for cause in accordance with paragraph 8. Upon termination,
Service Provider shall refund to the City any profits realized under this contract, and Service
Provider shall be liable to the City for any costs incurred by the City in completing the work
described in this contract. At the discretion of the City, these sanctions shall also be applicable
to any such conviction obtained after the expiration or completion of the contract.

Service Provider warrants that no gratuities (including, but not limited to, entertainment or gifts)
were offered or given by Service Provider to any officer or employee of the City with a view
toward securing a contract or securing favorable treatment with respect to the awarding or
amending or making of any determinations with respect to the performance of this contract. If
City determines that such gratuities were or offered or given, it may terminate the contract at will
or for cause in accordance with paragraph 8.

The rights and remedies of this section shall in no way be considered for be construed as a
waiver of any other rights or remedies available to the City under this contract or at law.

Page 17 of 21
Page 17 of 21

27. THIRD PARTY INTERESTS AND LIABILITIES. The City and Service
Provider, including any of their respective agents or employees, shall not be liable to third
parties for any act or omission of the other party. This contract is not intended to create any
rights, powers, or interest in any third party and this agreement is entered into for the
exclusive benefit of the City and Service Provider.

28. SURVIVAL OF RIGHTS AND OBLIGATIONS. The rights and obligations of the
parties that by their nature survive termination or completion of this contract shall remain
in full force and effect.

29. SEVERABILITY. In the event that any provision of this contract is rendered
invalid or unenforceable by any valid act of Congress or of the New Hampshire legislature
or any court of competent jurisdiction, or is found to be in violation of state statutes or
regulations, the invalidity or unenforceability of any particular provision of this contract
shall not affect any other provision, the contract shall be construed as if such invalid or
unenforceable provisions were omitted, and the parties may renegotiate the invalid or
unenforceable provisions for sole purpose of rectifying the invalidity or unenforceability.

30. MODIFICATION OF CONTRACT AND ENTIRE AGREEMENT. This
contract constitutes the entire contract between the City and Service Provider. The parties
shall not be bound by or be liable for any statement, representation, promise, inducement,
or understanding of any kind or nature not set forth in this contract. No changes,
amendments, or modifications of any terms or conditions of the contract shall be valid unless
reduced to writing and signed by both parties.

31. CHOICE OF LAW AND VENUE. This contract shall be governed exclusively by
the laws of the State of New Hampshire and any litigation shall be brought in a court located
in the State of New Hampshire.

Page 18 of 21
Page 18 of 21

EXHIBIT B
SPECIFIC CONDITIONS OF CONTRACT

1. Ownership of Records and Documents.

All work product which results from this contract, including reports, forms, letters, notification,
licenses, approvals and all data and records entered into, maintained within or resulting from the
product (CIVICgov) (collectively “Work Product”) shall immediately become the property of
the City and Service Provider shall assign all copyright interests, in only the output of such
material from the product (CIVICgov,) to the City. Service Provider shall retain ownership of
the intellectual property of Service Provider that is or could be protected by federal copyright,
patent or trademark laws, or state trade secret laws, related to the actual software product
(CIVICgov) itself that is licensed to the City Gf applicable); and Proprietary source code of the
product (CIVICgov) contained in all deliverables and copyright interests in the actual

software product itself and its source code.

The City retains ownership and rights to all customer data entered or loaded into the system.
Service Provider cannot sell, mine, analyze or otherwise process City's data or Work Product for

any purpose not explicitly authorized by City without written authorization.

2. Management of Hosted System and Data.

Service Provider shall notify the City at least five (5) business days in advance of any scheduled

downtime.

Service Provider shall notify the City at least TEN (10) business days in advance of any system
upgrades that will impact the function of the system. This does not include operating system,
web server, or database patches needed for system operation or security. The City's database
will be maintained and backed up by the Service Provider in a non-proprietary format daily.

The data will be maintained in the Service Provider’s authorized data centers.

3. System Availability.

Scheduled downtime. The system shall not be unavailable for more than 32 hours per calendar

Page 19 of 21
Page 19 of 21

year for scheduled maintenance, and no more than 8 continuous hours per occurrence. Any
scheduled downtime which is scheduled to last more than 1 hour, shall occur on Saturday,

Sunday or after 5 pm, EST or before 8 am, EST.

Unscheduled downtime. The system shall not be unavailable for more than 12 hours per

calendar year for unscheduled downtime, and no more than 8 continuous hours per occurrence.

Remedy. If either scheduled or unscheduled downtime exceeds the amounts listed scheduled
downtime occurs for more than 1 hour during the week 8am — 5 pm, EST, there shall be a credit
at the end of the calendar year of $25 for each hour over or during the amount listed. The credit
shall not exceed the fee for services for the calendar year. Repeat or continuous violations may

be, in the City’s sole discretion, a breach of this contract and cause for termination for cause.

4. Public Disclosure Compliance.

The parties acknowledge that the City is a municipal government and that materials submitted
by the Service Provider to the City become public record. Such records may be subject to public
disclosure, in whole or part and may be required to be released by the City in the event of a
request for disclosure. In the event the City receives a public record request for information that
Service Provider has marked as "Proprietary and Confidential," the City shall notify the Service
Provider of such request and withhold disclosure of such information for not less than FIVE (5)
business days, to permit the Service Provider to seek judicial protection of such information,
provided that the Service Provider shall be responsible for attorney fees and costs in such action
and shall indemnify, save and hold harmless the City from any and all costs, attorney fees or
penalty assessment (including but not limited to statutory amounts) for withholding or delaying

public disclosure of such information.

5. Proprietary Rights Indemnification.

Service Provider represents and warrants that (1) no element of the System and or

methodology provided under this Agreement is the subject of any litigation ("Litigation"), and

(2) Service Provider has all right, title, ownership interest, and/or marketing rights necessary to

Page 20 of 21
Page 20 of 21

provide the System and/or methodology to City and that each License, the System and/or
methodology, and their sale, license, and use hereunder do not and shall not directly or
indirectly violate or infringe upon any copyright, patent, trade secret, or other proprietary or
intellectual property right of any third party or contribute to or induce such violation or
infringement ("Infringement"). SERVICE PROVIDER shall indemnify and hold City and all
end users and their respective successors, officers, employees, and agents harmless from and
against any and all actions, claims, losses, damages, liabilities, awards, costs, and expenses
(including legal fees) resulting from or arising out of any Litigation, any breach or claimed
breach of the foregoing warranties, or which is based on a claim of an Infringement and
SERVICE PROVIDER shall defend and settle, at its expense, all suits or proceedings arising
therefrom. City shall inform SERVICE PROVIDER of any such suit or proceeding against City
and shall have the right to participate in the defense of any such suit or proceeding at its expense
and through counsel of its choosing. SERVICE PROVIDER shall notify City of any actions,
claims, or suits against SERVICE PROVIDER based on an alleged Infringement of any Party's
intellectual property rights in and to the System and/or methodology. In the event an injunction
is sought or obtained against use of the System and/or methodology or in City's opinion is likely
to be sought or obtained, SERVICE PROVIDER shall promptly, at its option and expense,
either (i) procure for City, and its end users, the right to continue to use the infringing portion(s)
of the System and/or methodology as set forth in this Agreement, or (ii) replace or modify the
infringing portions of the System and/or methodology to make its use non-infringing while

being capable of performing the same function without degradation of performance.

6. Insurance Exemption.

Workers' Compensation. The SERVICE PROVIDER will have no employees, full or part-time
working in the State of New Hampshire. The onsite team of the SERVICE PROVIDER shall
consist of no more than 3 partners of the LLC under RSA 281-A:3. Sole-proprietors, partners
and self-employed person are not required to carry workers’ compensation on themselves.
Further, under RSA 281-A:2,VIII explains that if a corporation or limited liability company
(LLC) has 3 or less executive officers or LLC members and no other employees, (working in the
State of New Hampshire) coverage is not mandatory. The SERVICE PROVIDER does not

maintain an office or other physical location within the State of New Hampshire.

Page 21 of 21
Page 21 of 21

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EXHIBIT C
Response to Request for Proposal
Licensing, Permitting, Code Enforcement and Land Management System
RPF0611-033116

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Prepared by Wagsys Software Solutions LLC
888-304-0007

Wagsys.com
dean. sefrin@wagsys.com

Submitted on April, 4, 2016

Page [2-LAn IGT © - City of Nashua, NH
RFP0611-033116 —Licensing, Permitting, Code Enforcement and Land Management System

Contents
1 Cover Letter ..ccccccccccccccscssceccececceeeceessesceeceessccesseceseesceeeeeessseseaaeseecsaseseessaesunenenersssasseseaneseeneecasenesentacecsaereasesaeeseogs 4
Statement ...cccccccccccccceccecsseccssssesecceceronecsscessececceacessseeseenseseseeesesesseaseeeseeeaeesessesoeneeaesaeescesnneesasessecenseennensresesaeanesseensanseeseanee snes 4
2 Executive SUMIMALY .......cccccceccseesecececesestsesesseeeseeeeeensaesseenseassssssssssasencsssnsenenensnenenenasseasaceassassaaseaeasenenensngeeneegea teas 5
3 Scope Of Services......csecsessessssesessessssseseeseesessecnseeeseeessnesssesscsscsensssusssceesaesensaseneeasassussesacsenecasensnasiseaeaceanacensnagseetis ets 6
4 Specifications & Functional Requirement ............1:::ssecesseeceesseseensenseneneeneensatssneensnecsennnennnenanansnataneenesenseas ees 6
4.1 Property Management ............cccecccssesessesseeeseereesesueseescessccessesneanenenssneeaseeeneseeeeeeyeneeeee eee eee ttt Steet AA CERES ee eee 7
4, 2 Building Safety Department..........-s-eeccessesesssesseseeseesneenssancennnanenennnnsssnes senses en eeeee eRe AAU eee TO TURE 9
4.3 Planning & Digital Plan Review .........:.ss:cssscsecsseeeseeseestssteceesseneensenneenensceneenesaeenenseeeeeneee teen eneee eee eeee etn n eee geet 11
4.4 Code Enforcement..........cccccccccccsssesscecscesssscscsseeceeeeneceseceearseseaeatanseasesaesesneeneeserensssesreasecesacusneaasseeranassnaaeraceneneassrsesessanngs 15
4.5 Inspection System ......ccescsessessesssssecsesnesseessecsseeesnecanaeesesaessensneseesecsseseasneeeeeseueeeeeseeeeetees StU SAU Ste SA St ACSC T Te TeEeeeee tea 17
4.6 Environmental Health Processing ............:::ssscsssssssesesssereeceeseessseeeenecessersestseseseeeseassensnsaeansnansnsesacnsassanaanerecenensegasseseens 19
4.7 Fire/Safety Inspection System ...........ccscscsessecssseeseresenessessssecsssasenesseensenacancnscaecatensaneaiesecanecencnscsenssnsnseegeseneees ee ateeas 20
4.8 Department of Public Works Operations ..........-..ssesssssecsseesseesesseeneeatenseanentennesteeneaseeanencensnncanenanenanagnenneasenenesessee ise ses 22
AO Police Component ...........ceccscsessessessessessessecseeccaneseeaeenceassusssssissacenesseasensssuacansensarsasssnenesaceacenananasnececasasnenasnaseaseseseeegey 22
A10 City Clerk .....ceecceccessesesssesssssssessesscssseneenessceesensaenesasesssncsnssasanseacaussacsaccnseanananersnasaveascestasenensensnsssessesansegneteeenets veveseneees 23
4.11 Online Citizen ACCESS ........:cccccceccsscesssssscssssseseeeseeceseeeceeeesseassacansaseeenseaeeaecensansesssescecssssnesenassessensaseesceasensaansesssssnesssess 24
4.12 Citizen Response Management (Complaint/Request Processing) .........:-sesseceeteereereceetesreeeeteereeneeneesenencaetentenaranecnes 27
A.13 System TOols........csesssssssssssessessessssssesesnscneenecacenesansnssecenssnsaeenessessseeneeneaeeeeree es eeesee etn gt4 ete gte ee At SOs ROE EERE Tete 27
4.13.1 Queries and Reporting (system amalytics)......-.--:sssssssessessesseseeteesersenesnenneneneeneaeeaeatenecenseensensanarsesnataasnaentestegt gs 27
4.13.2 GIS cccccceccccscscceseccscecccceeceessvssssessesecesesceneesesessescorssseseseesesseceneasenansensseesceeassstecssnansresessesessanesenenrsaaeroeesngnessstnececetes 29
4.13.3 Mobile / In-field Usage .......c.cccecsecesesessssecseseseeeenenesassneneneneensanenesssnenesseensannensasensnsesanerensetasatensacsceseeanannenensennsnaegs 30
4.13.4 Dashboard .....ccccccceccecseseecsescescesesessesseceecscesscsevsnesessucsevenseasecunsassersessareuenecsecenerenssseenansaenessusnerenesaaenageseaeasenananes? 31
4.13.5 Scheduling Manager ............:sss:ssssessssseesssesssneseeseseneaeenscetenceseesecneenecanesesscesacansasenseseensanssscsscasenecanenaasesananssastesnestsese 31
4.13.6 Invoicing and General Ledget............ecsecseceeseseeseereereseseeseeseenenees ees eneeen seen enene tet Ee Te eO et eA A RTARTA ETAT E eee 32
4.14 Functionality & Performance .............cccecseceseeesseseseseeeneceeeesnenessssneresneacenenasenessacnncacancacanearensasereceensasesaneneaseeanegestgs gs 33
General Functionality —...........ececcscsesessssessessesessecseneenseeseceessesasatasessssnesceneanesceneaneneeisareaceasanensceasnsgcassescnceneenenenenssnetnestgaas 33
Look and Feel ......cccccccscescescccecvevecssseesescessscsesecseececeseesscaceensacacauesenseaeanessaceeseeassneesssserensensesanesseseceanenegisaregenersrearsanersenetans 35
Usability .....cccscccsscsescesceessessrsoesseesecansnneenenaneescenssanecassiceaseysssscenenneensenseseneteeeegeneseeseteeeeeegeeesnteaeesteseeeseeeeeeeneng geese geeenseey 36
Performance .eccccceccsscocsececceccecseocceccsssscenccectesceancanessteerenesensnenevarenenecaneneuauenenaesotesessesussensacnesseenecgrstenesensanseneneseneuersneneneereas 36
Capacity o...eeceeccssecseesesssssssersssssneesseeneesnecnseenseesusenenaussassnasssseeneeneesaeseneegesteeeeQeneaeeesentesttesttseteeeeeseHeseeeestesegtete Te gett ee nene eet 37
Other Functional Needs ...........:::essseresesessseeeeseees sesssscaeessecsavanasensssscecesevessseseaussesscscsessscecsestessiescsnesseneeeeseneneaeesesennses 37
5 Configuration, Testing and Implementation ..............:.s::sssceceesssseesneseeneeneenecneenesteateneaeeseeneenecnsasenecntannenstetsaa tetas 37

Wagsys Software Solutions (888)304-0007 - Direct (845) 590-5820 - Dean.sefrin@wagsys.com