Finance Committee

Page |3- EXHIBIT C - City of Nashua, NH
RFP0611-033116 —Licensing, Permitting, Code Enforcement and Land Management System

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

: SEE.

a 4 oy

‘ “

Diet
ees > >

software solutions

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

So eae ot
a 2s = : +
: =
Free aeeerennneenrnenenprenerrnenner eN
eeeRes ee iiea teu
é dunsijpeimneade oa

Prepared by Wagsys Software Solutions LLC
888-304-0007

Wagsys.com
dean. sefrin@wagsys.com

Submitted on April, 4, 2016

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

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.

EXHIBIT B
SPECIFIC CONDITIONS OF CONTRACT

1. Ownership of Records and Documents.

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.

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.

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

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