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Board of Aldermen Page 10
September 14, 2016

MOTION BY ALDERMAN SIEGEL FOR FINAL PASSAGE OF R-16-055

ON THE QUESTION

Alderman Siegel

| know Mr. Teeboom and | have often had interesting conversations, however | truly appreciate the work
that he has done in this memorial and | would also note that one of the most moving things that | have
ever heard somebody say before the Board of Aldermen was the speech that Mr. Teeboom gave when
he was talking about this. While we do disagree on many things we certainly have common sentiments
on this except for the financing which we don’t agree on.

Alderman Deane

| would like to thank Fred for all of his efforts as well; he has done a great job.

Vice President Wilshire

| agree. This received a favorable recommendation from the Board of Public Works.
MOTION CARRIED

Resolution R-16-055 declared duly adopted.

R-16-056
Endorser: Mayor Jim Donchess
Alderman-at-Large Brian S. McCarthy
Alderman-at-Large Daniel T. Moriarty
Alderman-at-Large Michael B. O’Brien
Alderman Ken Siegel
Alderman Sean M. McGuinness
Alderwoman Mary Ann Melizzi-Golja
Alderman Richard A. Dowd
Alderman June M. Caron
AUTHORIZING THE CITY TO ENTER INTO A LICENSE AGREEMENT FOR A PUBLIC BOAT
LAUNCH ON THE NASHUA RIVER
Given its second reading;

MOTION BY ALDERMAN MCGUINNESS FOR FINAL PASSAGE OF R-16-056
MOTION CARRIED

Resolution R-16-056 declared duly adopted.
R-16-057

Endorser: Mayor Jim Donchess

RELATIVE TO THE RE-APPROPRIATION OF FISCAL YEAR FY 2017 ESCROWS
Given its second reading;

MOTION BY ALDERMAN DOWD FOR FINAL PASSAGE OF R-16-057

ON THE QUESTION

Funds:

General Fund
Debt Service Fund

Nonmajor Governmental Funds:
Police grants
Fire grants
Community health and services grants
Parks and recreation grants
Transit grants
Community Development Block grants/Home grants
Community Development division grants
Homeland security grants
Other city grants
Food services
School grants
City revolving finds
School revolving finds
Other trust funds
Fire projects
Public works projects
Community and economic development projects
Property revaluation projects
School department projects
Technology projects
City building projects
City-wile communications projects
Hydroekectric projects
Police projects
Cemetery permanent funds
Library permanent finds
Enterprise finds:
Wastewater
Solid Waste

Internal service find:
Employee benefits find
Property and casualty find

Fiduciary find types:
Pension trust
Private purpose

Total

60

The following is an analysis of the June 30, 2021 balances in interfund receivable and
payable accounts:

Due From Due To

Other Funds Other Funds

$ 23,143,552 $ 49,953,425
4,313,001 -

- 101,311

- 174,493

- 335,477
11,762 -
581,849 -

- 315,725
160,828 -
5,728,944 -
3,824 -
23,100 -

- 3,708,314
12,025,585 -
2,039,103 -

- 1,428,883

- 1,293,023

- 856,383
397,926 -

- 621,844

- 8,195,489
158,283 -

- 685,614
97,295 -
3,534,809 -
2,344,501 -

- 462,443

- 4,896

- 12,522,847
8,918,707 -
12,990,869 -
4,655,665 -

- 314,719

- 154,717

$ 81,129,603

$ 81,129,603

Page 10 of 24

Appendix D - License Agreement
LICENSE AGREEMENT

This Agreement (the Agreement) dated as of this day of __*/ epren ba, AGE (the “Effective
Date”) is made and entered into by and between interware Development Company, Inc™ (hereinafter referred to as “IDC")
a. corporation with an address at 199 Route 101; Building 7A; POR 6240 Amherst, NH 03031 and City of Nashua located at
229 Main Street, Nashua, NH 03060 (hereinafter referred to as “Client’).

RECITALS

WHEREAS CLERKWORKS®, a client/server software application, designed to manage Auto Registration operations has
been developed, AND

WHEREAS, IDC wishes Client to acknowledge IDC’s ownership of the CLERKWORKS® System and Client wishes to
license the CLERKWORKS® System from IDC for its internal use.

NOW THEREFORE, In consideration of the foregoing and the mutual covenants contained herein, the parties agree as
follows:

1. DEFINITIONS

1.1 “Documentation” shall mean literature developed or published by (DC or Client, which describes the use and
functionality of the Licensed Programs and training materials produced py 1DC, or Client for the Licansed
Programs. ,

42 “Licensed Programs” shall mean any software programs of CLERKWORKS® System hereto, including.
Documentation, ideas, concepts, know-how techniques and methodologies.

1.3 “Modifications” shall mean any-and all changes or additions made by IDC to the Licensed Program,

4.4 “Users” shall rsean the total number of individual licensed users who have access-fo the CLERKWORKS®
System.

2. OWNERSHIP
2A Acknowledgment of Ownership.

Client hereby agrees and acknowledges that all right, tile and interest, including without limitation all propri ielary
rights to all patents, copyrights, trademarks, trade secrets and ail other intellectual property of any nature, in and to
the Licensed Programs in whatever form, | including any written documentation and other material explaining in or
‘referring to such Licensed Programs, and i including any modifications, enhancements and derivative works of the
Licensed Programs. made by or for IDC or for Client shall belong to and remain solely and exclusively the property
oF IDC,

Page 11 of 24

2.2 Assignment by Client

Without limitiig Section 2,1. above, Client hereby assigns io JOC any and all intellectual property fights including
without limitation copyrights, patents, trade secrets and trademarks, that Glient has or may acquire:in and to the
Licensed Programs and any and all modifications, enhancements and derivative work that Client may make to
Licensed Programs, and upon request of IDC, from time to time, Client agrees fo assign de novo and affirm such
assignment by signing documents evidencing such assignment as presented by IDC.

2.3 Title

Client agrees that IDC has represented that the Licensed Programs are of contain proprietary information and
trade secrets of IOC, whether or not any portion thereof may be copyrighted or patented. Client further agrees that
Client's modifications to the Licensed Programs. however extensive, shall nat reduce IDC title or ownership fights
in the Licensed Programs.

LICENSE

Subject to the terms of this Agreement, IDC hereby grants the Client a perpetual, nonexclusive, nontrarsferable
license to use the Licensed Program.

41 Authorization

This Agreement authorizes Client to

(a) Use Licensed Programs and to make copies thereof pursuant to the terms herein as required to support up to
only the number of Users for which license fees have been paid under this Agreement for the sole use of Client,

(b) Use other manufacturers products contained in the Licensed Program or provide by IDC in connection with the
Licensed Program solely in accordance with their respective manufacturer's license authorization.

(c) Copy the Licensed Programs in print of machine-réadable form for the sole purpose of backup
(d) Use the one copy of Documentation supplied with Licensed Pragrarns

(8) Use the Licensed Programs.in machine-readasle (abject code or executable) form.

3.2 Gonditions

The following conditions apply:

(a) Client will not distribute, reproduce, copy, incorporate, use or allow access to the Licensed Programs for any
purpose other than for internal use by Client.

(b) Client shall neither sub-license the Licensed Programs nor have any right to use the Licensed Programs in
connection with any time sharing network or service bureau or any other third party service arrangement

(c) Client is granted no rights with respect to source code for the Licensed Programs nor any other right or interest,
except as expressly provided for by Section 10-of this Agreement.

{d) Client agrees to affix all copyright, trademarks and other proprietary notices to any and’all media containin ing
complete or partial contents of the Licensed Programs.

Page 12 of 24

(s) Client agrees not to reverse engineer or disassemble any Licensed Programs or portion thereof provided in
machine-readable form unless it obtains !DC’'s written permission, which may be withheld by IDC for any reason:

(fi Client agrees not to sub-license, assign, pledge or transfer this Licensé or any Licensed Programs.to any
group, organization, or third-party, except as expressly provided in this Agreement

(q) Client agrees that if Client elects to license additional Licensed Programs for additional Users upory such.
license and Client's receipt of an additional Licensed Programs such Licensed Programs: shall become subject to
the terms of this Agreement.

(h) Client agrees fo use the Licensed Program to: process only Client's internal data. Client agrees not to-allow
other parties to use the Licensed Programs except as provided by this Agreement,

3.3 Administration of License

The Client will implement methods reasonably acceptable to IDC to ensure that copies of the. Licensed Programs
and Modifications are made as éxpressly provided’ by this Agreement and to ensure compliance by Client with the
other terms and conditions of the license granted in this Agreement as well as delivery to [DC of all future
Licensed: Programs, Modifications and Documentation.

3.4 Technical Support, Maintenance, Upgrades and Enhancements

The licenses granted in. this Section 3 shall not entitle Client to any technical support, maintenance, upgrades or
enhancements for the Licensed Programs: provided by IDC. The parties may enter into.a separate agreement
concernifig such technical support, mainténance, upgrades or enhancements for the Licensed Programs to be
provided to Client by [DC provided that any such agreement shall be in writing and shall be signed by both parties,

DISCLAIMER OF WARRANTIES

4.4 Disclaimer

The parties agree that IDC will not be liable, under any theary of liability of every nature and description, however
arising, for any damages of any kind or lost profits, iost income, lost data, costs of procurement of substitute:
products or services, loss of use, or interruption of business, or for any ditect, indirect, special, incidental, or
consequential damages of any kind even if IDC. is notified of the possibility of such damages.

Client shall hold IDC harmless. and indemnify IDC against any and all data losses or corruption, which may occur
during the soeration of the software whether direct, indirect or consequential. {t shall be the "CLIENTS"
responsibility to ensure adequate backups of data and programs are made as 4 ‘Safeguard. IDC shall provide
assistance to Client in the event of data loss or corruption.

4,2 Intellectual Property

[DC warrants to Client that Licensed Programs, Documentation and other material created thereunder (if any) and
their usé do not violate any U.S. Patent, copyright or trade secret of any third person. The warranty of this
paragraph 4.2 shall not apply if infringement t is due to the Use-or incorporation of any material not supplied by IDC.
to Client, of is dué to any change or modification of material by anyone other than IDC, or is due to the use of any
materials in @ process specified by anyone other than IDC.

Page 13 of 24

‘3. LIMITATION OF LIABILITY

in no event shali IDC, its officers, agents and employees, be liable under or in connection with this Agreement
under any theory of tort, contract, strict liability or other tegal or equitable theory for lost profits, special, incidental
or consequential darnages.

&. TERM and TERMINATION

6.1 Effectiveness _ .
This Agreement is effective upon its acceptance by IDC and upon delivery of the Licensed Programs to Client and
shall remain in force until ierminated in accordance with section 6.3 of the Professional Service Agreement.

6.2 Termination —
IDC may terminate this Agreement or any license granted hereunder by written notice to Client

(ai lf Client breaches any material or payment term or condition of this Agreement, or any related Maintenance or
Support Agreement and fails to remedy the breach within thirty (30) days after being given notice thereof, or

(b) If Client ceases to be actively engaged in business or utilizes or attempts to utilize the Licensed Programs,
Modifications or Documentation outside of the scope of this Agreement, or

(c) If Client atternpis any assignment contrary to the provision of Section 40.3 below, or

(d) in the event-of Client's insolvency, inability to pay debts as they become due, voluntery bankruptcy, or
involuntary bankraptey,.or

(a) lf supstanitally all of the assets of the Client are sold and/or if there is a change in ownership of the Client, other
than a sale of stock ona national stock exchange

6.3. Survival
The provisions, of Sections 2,4.and 3 shall survive the termination of this Agreernent or licenses granted herein.

Upon termination of this Agreement for any reason, all licenses granted by IDC under this Agreement will
terminate.

64 Return of Materials
Upon any termination fer any reason of any licenses granted hereunder, the entity holding the terminated license
shall return ail. copies of the Licensed Programs, Modifications and Documentation in its possession or control to
IDC, or at iD option, destroy all such copies and certify in writing to IDC that all such copies have been
destroyed. All-copies residing in any computer memory or storage device shail be erased.

Tr. CONFIDENTIALITY.

7.4 General
Client acknowledges that the Licensed Programs and Docurnéntation are confidential and: of substantial value to
iDG, which value would be impaired if-such. information were wrongly disclosed’ to third parties “IDC Confidential
information”. Client agrees that it will not disclose to any third party any IDC Confidential Information ‘except as
authorized under this Agreement or as otherwise required by law, and will take every reasonable. precaution to
protect. the confidentiality of such. information. with its employees and others, to ensure the protection,
confidentiality and security of, and to satisfy its obligations under this Agreement with respect to the use,
confidentiality and copying of the License Programs. Client shall be relieved of this. obligation. of confidentiality to
the extent that such information is required to be disclosed pursuant to the order of-a court of other. governmental

70.

Page 14 of 24

agency, provided that Client has given IDC prornpt advance notice hereof to enable IDC to seek a protective order.
or otherwise prevent such disclesire.

IDC covenant and agrees that ail Client information relating to Client's business including, but not limited to,
financial information, sales information, business plans and ail other proprietary or confi dential information
(collectively Client Confidential Information) shall be held in confidence, shall not be disclosed to any third party

arid shall be used only in connection with this Agreement. IDC shall use reasonable efforts.to protect the Client
Confidential Information

7.2 Security.

Client agrees that the Licensed Programs are confidential trade secrets of IDC and are licensed to Glient as such.
Client will protect the Licensed. Programs with at least the protection it gives to its own software and in ay event
with no less than reasonable. care Client shall be fully responsible for the conduct of all its employees,
contractors, agents and representatives that may in any way breach this Agreement.

7.3 Proprietary Notices
Client shall not remove any IDC trademark, copyright or other proprietary notices from any part of the Licensed
Programs, and shall reproduce such notices on any copies of such materials made by. Client.

7A Remedies

Each Party acknowledges that the breach of any of its obligations under this Section 7 is likely to cause or threaten.
irreparable harm to the other party, accordingly, each, party agrees that in such event, IDC shail. be entitled to
equitable relief to protect its interest therein, including but not limited to preliminary and permanent injunctive relief.

EXPORT REGULATIONS
Without affecting the scope of the licenses granted herein, in the event Client transfers the Licensed Programs to

any location outside the United States, Client hereby agrees to comply with all applicable United States export
laws and regulations.

SOURCE CODE

During the term of this agreement IDC agrees upor request of client to deposit the source code for the Licensed
Programs in an escrow account with an escrow agent reasonably acceptable to Client pursuant to an escrow
agreement entered into among IDC, Client and such escrow agent, All expenses, related to an escrow account

including attorney fees related to a review on behalf of IDC of any agreements will be the sole responsibility of the
Client.

MISCELLANEOUS

410.1 Governing Law

The tights and obligations of the parties under this Agreement will be governed by and construed under the laws of the

State of New Hampshire. Any action at law or in equity alleging any breach of this agreement or relating to the
work performed or to be performed hereunder or relating in any way thereto shall be brought in the New

Hampshiré Superior Court for the Southern District of Hillsborough County or in the New Hampshire of Circuit

Court situate in Nashua, New Hampshire and not elsewhere.

10.2 Entire Agreement - Enforcement of Rights

(a) Client acknowledges that it has read this Agreement, understands it and agrees to be baund by its terms and
conditions

Page 15 of 24

(b) Client agrees that this Agreement sets forth the entire agreement and understanding of the parties relating to.
the subject matter herein and merges all orior discussions between them and supersedes all proposals, oral and
written) and alf other communication between the parties relating to the subject matter of this Agreemeni. The
foregoing notwithstanding, the preprinted terms and conditions of any purchase order or ordering document issued
by the Client with this Agreement which are in addition to or inconsistent with the terms and conditions of this
Agreement shall not be binding on {DC and shall not be deerned to modify this Agreement.

(c) No: modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, will be
effective unless in writing and signed by the party to be charged.

(d} The failure by either party to enforce any rights hereunder will not be construed as a waiver of any rights of
such party,

(e) This Agreement. supersedes all rights and obligations between IDC. and ci lient as may have been derived.
through prior contracts between IDC and Client except as toa the Professional Service and Maintenance Support
Agreement.

(f) Should litigation arise concerning this Agreement, the prevailing party shall be entitled to its attorney fees and
court costs, in addition to any ofher relief i may be awarded.

(g) No waiver of any breach of any provision of this Agreement shall constitute @ waiver of any prior, concurrentor
subsequent breach of the same or any other provision: hereof and rio waiver shall be effective unless made in
writing and signed by an authorized représentati ive of both parties.

40.3 Assignment: The rights and liabilities of the parties hereto will bind and: inure to the benefit of their
successors, executors or administrators: provided however, that Client shall not assign or delegate this Agreement
or any of its licenses, rights or duties under this Agreement, whether by operation of law or otherwise in any
manner which is in violation of this Agreement and without the prior written consent of IDC. Any attempted
assignment in violation of the provisions of this Section 10.3 will be void.

40.4 No Third-Party Beneficiary: [DC and Client intend that only IDC and Client will benefit from, and are entitled
to enforce the provisions of, this Agreement and that no third-party beneficiary is intended under this Agreement.

10.5 Severability: In the event that any provision of this Agreement becomes or is declared by a court of
competent jurisdiction to be illegal, unenforceable, or void, this Agreement will continue ih full force and effect
without such provision.

10.6 Notices: Any required notices: hereunder will be given in wri iting, via certified mail, or next day express
delivery service at the address of each party set forth above; or to such other address as either party any
substitute by written notice to the other in the manner contemplated herein, and will be deerned: served when
delivered or, if delivery is not accomplished by reason of some fault of the addressee, when tendered.

10.7 Titled and Subtitles: The titles and subtitles used in this Agreement are used for convenience only and are
not to. be considered in construing or interpreting this Agreement.

10.3 Third-party proprietary software: Third party proprietary software (if any) as described above and/or a
identified in the Appéndices is provided for Ci lient use on @ sub-license basis on the same terms as set forth here
and in accordance with the third-party proprietary software Licenses.

Accepted By:

Interware Develépment Company, Ang.

4 wt a od a
By: de Yo Mee

Name: Sandra J. Rowe ~*~

Title: President
Date: G ~ fA

Accepted By:
The City of Nashua
By:

Page 16 of 24

Name:
Title:
Date:

Page 47 of 24

Appendix E - Maintenance and Support Agreement

SOFTWARE MAINTENANCE AND SUPPORT AGREEMENT

Interware Development Gompany, Inc.™ (1DC") Located at 199 Route 101; Building 7A; POB 6240 Amherst, NH 03031
agrees to provide and The City of Nashua located 229 Main Street, Nashua, NH 03060 (hereinafter referred to as “Client)
agrees to purchase maintenance service for IDC’s CLERKWORKS® Software’).

1

DEFINITION

4.4 “Principal Period of Maintenance (“PPM”) shall mean that period of time between 8:00 a.m:and 5.00 p.m..
Eastern Standard Time, Monday through Friday, (except national holidays listed in section 1.4) during which IDC’s
Technical Service Representatives are available for assistance and to answer Glient: Teavests recognized by IDC:
Helpline recordings may be made during the PPM when Helpline Operators or Technical Service Representatives
are not available and the call report will be logged and responded to by appropriate” personnel as soon as possibile.

1.2 “On-Site PPM Support” is defined as the on-site PPM support that is provided at the Clients’ facilities. If IDC
determines on-site support is required the support will be provided in accordance with local time zone practices,

13 “Coverage - Window” is defined as that. period of time commencing on: the Coverage Start Date and
terminating on the Coverage End Date as specified below. The Coverage Start Date commences on the date of
the execution of the.contract.

14 “National Holidays” are New Year's Day; Martin Luther King, Jr: Day; George Washington’ § Birthday
Memorial Day; independence Day; Labor Day; Veteran's Day; Thanksgiving and the day after: Christmas Day. The
exact day is based on the day observed by financial institutions in New Hampshire.

COVERED SOFTWARE | |DC shall provide maintenance services fo Client for Software during the Coverage
Window.

TERMINATION

3.4 Subject to the provisions set forth in the Professional Services: Agreement, including the appendices,
services provided hereunder shail terminate on the “Coverage End” date, unless. otherwise terminated by Client or
IDC with na less than thirty (30) days prior written notice after the first year. Written notification must be sent to:

interware Development Company, Inc. ™ The City of Nashua
199. Route 101: Building 7A; POB 6240

Amherst, NH 03031 Street 229 Main Street
Nashua, NH 03833.
Attn: President Patricia Piecuch, City Clerk

Client's termination of this Agreement any time during the Coverage Window shall result in the forfeiture of entire
prepayment. Termination by Client would act as a complete termination of all obligations of Client to IDC. If 1DC
terminates this Agreement during a valid Coverage Window, IDC will prormptly refund to Client the prorated.
amount for any prepaid. service period remaining.