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Home My WebLink AboutContract 48668-A5CSC No. 48668-A5 FIFTH AMENDMENT TO FORT WORTH CITY SECRETARY CONTRACT NO. 48668 This Amendment is made between the City of Fort Worth ("Licensee"), a municipal corporation, acting herein by and through Fernando Costa, its duly authorized Assistant City Manager and Shah Software, Inc. ("Licensor"), acting herein through Jagat Shah, its duly authorized President. WHEREAS, Licensee and Licensor entered into an Agreement identified as Fort Worth City Secretary Contract No. 48668 for licensing fees in the amount of $20,130.00 for a period of one year beginning January 1, 2017; WHEREAS, City Secretary Contract No. 48668 was amended to include additional licensing fees as identified in Fort Worth City Secretary Contract No. 48668-A1 in the amount of $5,032.00; WHEREAS, City Secretary Contract No. 48668-A2 was amended to include additional services from the Licensor due to changes in the National Performance Indicators that must be entered into the software system in the amount of $1,500.00; WHEREAS, City Secretary Contract No. 48668-A3 was amended to include a CSBG Report File Upload Module in the amount of $3,650.00; WHEREAS, City Secretary Contract No. 48668-A4 was amended to modify the yearly license fee to $28,212.00; and WHEREAS, Licensee has requested five (5) additional user licenses for the remainder of the year 2021. NOW THEREFORE, KNOWN ALL BY THESE PRESENT: the Parties agree as follows: 1. Fort Worth City Secretary Contract No. 48668 is hereby amended by adding to "EXHIBIT A" under "YEARLY LICENSE FEE: $28,212.00" with the following: Annual Licensing — 5 each $3,487.50 (includes 10% discount) Costs will be added to LICENSE AGREEMENT renewals as referenced in Section 5.1 of Fort Worth City Secretary Contract No. 48668. 2. All other terms, provisions, conditions, covenants and recitals of the Agreement not expressly amended herein shall remain in full farce and effect. Executed effective as of the date signed by the Assistant City Manager below. OFFICIAL RECORD CITY SECRETARY Fifth Amendment to Fort Worth City Secretary Contract No. 48668 FT. WORTH, TX FORT W TH: City of Fort Worth � cL Fernando Costa (Apr23, 202ll3:41 CDT) By: Name: Fernando Costa Title: Assistant City Manager Apr 23, 2021 Date: Attest: By. �� `�� Name: Mary Kayser Title: City Secretary VENDOR: Shah Software, Inc. Tq A�" SI�AG� Jaga Shah(Apr22,20Z114:30CDT) By: Name: Jagat Shah Title: President Apr 22, 2021 Date: Contract Compliance Manager: By signing below, I acknowledge that I am the person responsible for the monitoring and administration of this contract, including ensuring all performance and reporting requirements. ,A�•'�� SonlaSin�let (Apr22,202ll435CDT) By: Name: Sonia Singleton Title: Assistant Director Approved as to Form and Legality: t� B J trong (Apr 23, 2021103 DT) Y� Name:`�John B. Strong Title: Assistant City Attorney Contract Authorization: M&C: Not Required Fifth Amendment to Fort Worth City Secretary Contract No. 48668 OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX CITY SECRETAR4� � � , , C�NTRA�T N0. �_� � ��` _s �_, � ��:�� LICENSE AGREEMENT This License Agreement (this "Ag��eement") is entered i��to as of Jat� 1, 2017 (the "Effective Date") by and between the following: LICENSOR: SHAH 50FTWARE, 1NC. I 3G01 PRESTON RD, STE E 450 DALLAS, TEXAS 75240 (800) 968-2748 {432) 224-1014 (facsimile) LiCENSEE: CITY OF FORT WORTH 200 TEXAS STREET FORT WORTH, TX 7G 102 PH: 1 817-392-5700 RECITALS WHEREAS Licensar devetops and ►taat•kets web based camputer software applications (on demand softwa�'e) far Cliea�t T��acki�ig, Pt•oject T��acking cottitnonly ��efer�•ed to "CaseManager — NewGen;" and WHER�AS Licensee desires to acc�tiire a iicense to use the software and Licensar desix•es to grant Licensee the license. NOW THEREFORE, for good and valuable canside�•ation, t•eceipt and sufficiency ofwhich is hereby acknowIedged, the parties agj'ee as fallows: 1. DEFINITIONS 1.1. "Software" means Licensor's core web-based saftware application fai• Client Tracki��g, P�•oject Tracicittg known as "CaseManager — NewGen". Software as t�sed hej•ein shall also �nclude any options or modules added to the core application as identified on Exhihit B he��etQ, incot•porated herein, which may include linking to Hardware atad custom modules. 1.2 "Docs�mentation" means alf Use�• manuals and other written material created by Licensaa• to describe the fiinctiona�ity oc assist in the use of ti�e �oftware. 1.3. "Hardware" means the optional hardwa�•e, if any, identified on Exhibit C, attached hereto and incorporated he�•ein, procured for Licensee by Licensor. -----------------------------------------------------------------------------------�_-------------------------------- SHAH and CFW license Agreemen# Executian Copy 2/3/17 lofll � Licensee initiaf �� ,: 1.4 "License Fee" means tlie fee to be paid by Licensee to Licensor as cansideration for the license(s} granted untler this Agreement and the right to use the Software and the Documentation, as further described herein and on Exh�bit A. 1.5 "Repot-ts" mean all Community Services Bfock Grant (CSBG) and Comp�-ehensive Enei•gy Assistance Program {CEAP} repoi�ts as Texas Department of Housing and Community Affairs (TDHCA} reqt�i��es, inc�uding programmatic and fnancial reports, alang with the ability to que�•y and gei�ei•ate reports on demographics, services, outcomes, etc., speci�c to Community Action Pa�•tnet•s. 2. GR.ANT OF LYCENSE 2.1. Grant. Subject ta the terms and conditions set forth in this Agreement, Licenso�• hereby �rants to Lfcensee a nonexclusive, nontransferable license in the Software, to use the Software exclusively for Licensee's business purposes and to use the Docurnentation solely in connection with Licensee's use of the Sof�vare, fox• t�se only by the number of licensed users pet•mitted an E�ibit A. 2.2. License Restrictions. E.�cept as specifically gi�anted in this Agreement, Licensoc owns and retains all ��ight, title, and interest in the Software, Documentation, and any aiid all related mat��•ials. This Agreement cioes not ti•ansfer ow��ership rights of any description in the Soiiware, Documet�tatian, o�• any related mate�•ials ta Licensee oc any thii•d pacry. Licensee will nof modify, reverse engineer, or decompile the Software, o�• ct�eate de�•ivative works based on the Software. L,icensee will not grant access to the Software to at�y persans o�� entit�es ather than Licensee's employees, consultants, or conti�actors and tF�en only to the number of licensed use�•s specified in Exhibit A. Licensee may nat sell the Software or j-ight to use the Softwace to any per•son or make any athe�• commercial iise ofthe Software. Licensee will retain al] copyi•ight and trademark noiices on the Software and Documentation and will take other necessary steps to pt•otect Licensar's intellectual propeY•ty rights. 3. FEES & COSTS 3.1. License Fees. In consideration for the License granted ta Licensee under• ihis Ag�•eement, Licensee shall pay Licenso�•: (a.} Annual License Fee The fee provided in Exhibit A attached hereto, and incarpoj•ated herein, annually, in advance for each te��m of this Agreement, which includes the Software license fee, annual maintenance and suppot�t, web --------------------------------------------------------------------- SHAH and CFW Ilcense Rgreement Execut[on Cnpy 2/3/17 ZOfll Licensee initiaf /��-- t; hosting and the fees for any ac#ditiona! modt�le or camponent identified on Eachibit B. (b.} Initial Set-up, Account Creation, Software Up�rade and Map Licensing. A one- time, non-reoccui•ring fee of $0 payable on or after the Effecti�� Date bui prior to the Commencement Date. 33 Taxes. Licensee is a tax exempt entity and shall not be liable for any taxes pursuar�t to this Agreement. 4. LICENSOR'S �SLIGATIONS 4.1. Deliverables. On the Com�nencement Date ar Conve�•sio� Date s�ecifed in Exhibit A of ihis Agreement, Licensor will pravide {i} access to the Software, litnitec� to the num6er of users as specified in E�ibit A, for Licensee's use, togethe�• with the Documentation. �.2 Reports. Licensor shall provide Licensee with the ability ta download and save Reports in CSV ot pdf fa►•mat fot• day-�o-day i�se of the hosted solutio�i. 4.3. Support and Maintenance. Foi• so long as Licensee subscribes to the Soflware, and fo�- so long as Licensor offers support aj�d maintenance for users of the 5oftware, Licensor will provide Licensee with Yelephone technical suppo��t, soflware upgrades as developed, webinars on reqi�est in connection with Licensee's use of the Software included in Licensee's annual license fee. S. TERM AND TERMINATION 5. l. Te�•m. This Ag�•eement is effective an the Effective Date first specified above. The initial term of this Agreement shall be one (1) year fr•om the Effective Date. Unless sooner terminated as set for�h in Sections 5.2 and 5.3, below, the Agi•eement shall be a•enewable at the option of the City foi- four (4) addit�atlai terms of o��e year each. The City shall pi•o�ide ConsLiltant with wcitten notice of its intent to i•enew at �east th irty (30) days prio�• to the end of each term. 5.2. Te�•mination for Convenience. Licensor or Licensee may terminate the Agreement at any time and from time to tiine on thirty {30) c�ays' pj•ior wj•itten notice to the other. Licensor's notice of any te�•mination for convenience must be acco�npanied by a i•efund of any pt•o��ated payments received by Licensoi- in advance for months beyond the termination date. Licensoi� ma.y also terminate this Agreemenfi as to any additional modules, applications, ar components in excess o� the core application (as identified on E�ibit B) upon thii-ty (30} days' written notice {withoui discount or refund) if (i) Liceusoj�'s co�•e saftware application no longer supports such additional --------------------------------------------------------------------- SHAH and CFW IicenseAgreement Execution Copy 2/3/17 3Q�� --� Licensee iniEial � ;�� ' modules, applicatfons, or components or (ii) Licensee fails to upgrade any Hardwace or acy�aire additiot�al hardware necessai•y to make such mociules, applications, az• components co�npati6le wiih Licensor's core application software. 5.3. Te�•mination for Cause. Either pa�-ry, as applicable, will have the right, in addition, and without prejudice to any other rights or cemedies, to terminate this Agreement as follaws: a. b d. 5.4 By Licensor, on 25 days' written notice, if I�icensae fails to pay the amounts due to Licensor pucsuant to this Ag►'eement; By Licensor, on 15 days' written iiotice, if there is a change i� conirol of Licensee, whethei• by saie of a�sets, stod<, mergec, oi• otherwise; By either party fot• any mate3•ial breach of this Agreement, other than faihu•e to make payrnents unde�- Section 3, that is not cured within 10 ciays of receipt by the pat•ty in default of a notice specifying tlie 6�•each and reyuiring its cure; oi' By either party, immediately on w�•itten notice, if (i) all or a substantial portion of the assets ofthe other party at•e tt�ansferred to an assignee for the benefit of credita�-s, to a t•eceive��, or to a trustee in bank�•uptcy; (ii) a proceeciing is commenced by or against the othe�• party for relief undec bankruptcy or simila�• laws and such proceeding is not dismissed within 60 days; or (iii) the othe�• party is adjudged banlcrupi. Ri hts on Termination. Licensor has and reserves all rights and i•etnedies that it has by operation of law or otherwise to enjoin the �inlawfui or unautho�•ized use of the Software or Docurnentaiion, including, without limitation, terminati�g Licensee's access to the Software. Upon termination, L,icensee shall have the ►-i�;ht ta receive from Licensor, a copy of all Licensee data generated through the hosted soIution in a format that is machine readable with the ability to download and impart daka in a manner that is acceptable to Licensee, Licensor shall pro�ide such clata to Licensee within five (5) calendar days fallowing the effective date of terminatian. Sections 6, 7, and S will st�rvive ter•mination or expiration of this Agree�nent as will any cause of action or claim of either party, whether in law or in equity, arising oui of any breach or c�efauit. 6. WARRANTI�S, DI�CLAIMER, AND LIMITATIONS 6. j . W arranties. (a.) Sofiware and Documentatian. Licensor hereby warrants to Liceilsee khat Lice�asaa� is the owner of the Software and the Documentation or has the ��ight to grant to Licensee the license to t�se the Software and Dacumentation in the manner and %r the purposes set forfh in this Agz•eement withaut vialating any rights of a thit•d par�y and that the media containing the Software will be free fram defects for a peri�d of ninety (90) days from the -------------------------------------- SHAH and CFW license Agreement -------------------------- Executian Co�y 2/9/�.7 4 of l I Licensee initia! -�'. date of deli�e3•y ko Licensee, provided that this warranty does not co�ec defecis in the diskettes due to Licensee's �nisuse of the soflware media or an accident subseyu�nt to delivery ta Licensee. (b.} Thi�•d Pariy Goods o�• Services. To the extent the items delivered purs�Eant to this Agreement incl�ide any prodl�ct developed, manufactut•ed, or delivet•ed by a pe�•son or entity other than Licensor, inclliding but not liinited to goods, services, saftwaj•e, licenses, applications or code, mobile data camputers, tablets, or te��minals, LICENSOR EXPRESSLY DISCLAIMS AND EXCLUDES ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR 1MPLiED, ORAL OR WRITTEN, 1NCLUDING, WITH�UT LIMITATION, ANY AND ALL IMPLI�D WARRANTIES OP MERCHANTABILITY AND ANY AND ALL WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE. All such third pacty products are delivered and accepted by Licensee "AS-IS, WHER�-IS, and with ALL FAULTS." 6.2. Disclaimer. THE WARRANTIES 5ET FORT�-I IN SECTION 6.1, ABOVE, ARE IN LIEU OF, AND THIS AGREEMENT EXPRESSLY EXCLUDES, ALL OTI-IER WARRANTIES, EXPRESS OR IMPLIED, ORAL �R WRITTEN, 1NCLUDING, WITHOUT LIMITATION: (a} ANY WAR_RANTY THAT THE S�FTWARE IS ERROR-�`REE, WILL OPERATE WFTHOUT 1NTERRUPTION, OR IS COMPATIBLE WITH ALL EQUIPMENT AND SOFTWARE CONFIGLIRATIONS; (b} ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY; AND {c} ANY AND ALL WARRANTiES OF FITNESS FOR A PAKTICULAR PURPOSE. 6.3. Rem�dies on Breach of Warcanty. ln the e�ent af any breach of tl�e wari-anty set forth in Sectian 6.1 {a) above, �,icensee's excl��sive remedy will 6e for Licensor to promptly �•epiace defective s�ftware meciia. in the event of any other breach ofthe warranty set forth in this Section b, Licensee's exciusive remedy will be for Licensor to refiind the license fees actually received fi•otn Licensee and applicable to se�vice dates fi•am the date of breach fo�•ward. G.4 Limitation of Liability. LICENSOR IS NOT LIABLE FOR ANY INDIRECT, 1NCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, INCLUDING THE LOSS OF PROFITS, REVENUE, DATA, OR USE OR COST OF' PROCUREMENT OF SUBSTITUTE G�ODS INCURRED BY LICENSEE OR ANY THIRD PARTY, WHETHER ]N AN ACTION -------------------------------------------------------------------------------------- SHAH ar�d CFW license Agreement Execution Copy 2/3/17 SOfil �-- Licensee initial � x �; 1N CONTRACT OR TORT OR BASED ON A WARRANTY, EVEN 1F LiCENS�R OR ANY OTHER PERSON HAS BEEN ADVISED OF TI-IE POSSIBILITY OF SUCH DAMAGES. 7. C�NFIDENTIALITY 7.1. Confidentialitv. Licensee acicnowledges that the Software and Doc►�mentation, and all infocmatior� relating to the business and opecations of the Licensaj• that Licensee lea�•ns or has learned during or p�'ior to the term of this Agreeanent, is the valuable, coniidential, and proprietaiy information of the Licensor. During the period tliis Agreement is in effect, and at all times aftei•wards, License�, and its ernployees, contractocs, cansultants, and agents, will: a. safeguard t�e canfidential ij�fo��mation with the same degi•ee of care that it uses to protect its own confidential information; b. maintain the conisdentialiry of this inform�tion in acco�•ciance with Texas law; c. not use the information exce�t as pe��mitied under this Agreement; and d. not disse�x� inate, disclose, sell, publish, or otherwise m�ke avaiIable the information to any thi�•d party witho�it ti�e pi�ior written consent of Licensor. 7.2. Limitatians on Confidentialitv Resti•ictions. Section 7.1 does not apply io any information that: a. Is alj-eady lawfuily in the Licensee's possession (�Enless received pu�•suani to a nondisclos��e agreement); b. Is ox• becames generally available to the public through no fault of the Licensee; c. Is disclosed to the Licensee by a third party who may transfer oc disclose such infoz•matian without restriction; d. Is required to be disclosed by Licensee as a matter of law {provided ti�at the Licensee will use a11 reasonable ef%�•ts ta pro�ide the disclosing party wikh p3�ior notice of such disclosure and ta obtain a p�•otective ocde�� therefore}; e, is disclosecE by the Licensee with the clisclosing party's approval; and £ Is independently developed by the L,icensee without any use of confidential information. fn all cases, the j•ecei�ing party wiIl use all reasonable efforts to give the disclosing pa�•ty l0 days' p�•ior wriitert notice of any disclosure af information under this agreement. 7.3. Inisinctive Relief for Bi•each. L�censor and Licensee acknowledge that any breach of Section 7.1 by a j•eceiving pai-ty will irreparably harm T.icer�soi•. Accordingly, in the e�ent of a breach, Licensoz• is entitled to promptly seek injunctive reiief, without tkze requirement to past a bond, in ac�dition to any other remedies that Licet�soe may have at law or in equity. ----------------------�--------------------------------------------------------------------___-_--------------------- SHAH and CFW license Agreement Execution Copy 2/3/17 60f11 � Licensee initial i��- S. GENEI�L 8.1. Assi�nment. Licensee may not assi�n, sublice�lse, or transfee C,ieensee's rigl�ts or delegale its obligations uncler this Agreement without Licensor's prior writterz cousent. T};is Agceernent will be binding on tk}e successors and assigi�s ofi License�. 8.2. Entire fi�reemeiit. This Agreemet�t, aloi�� with the exectrted Addej�dum and the E�hibits attaclieci and refereE�ced in this Agreem�nt, ine[t�ding Licensor's "Terms and Conditions" attached hei•eio as Exhibit C, constitute the ft.nal and complete understanding between the �arties, ai�d rep[aces and su}�ca'sedes all pt•evious oral c�r written agreements, i�rtdeest�ndings, oe areangc�x�ents bet�veen the �ar-�ies with res��ect to the subject n�atter eontai�ed i« this Agx•eement. 8.3. Notices. Except as othe�-wise peovided in this Agi�eement, not�ccs required to he given �ursuant t.o this Ag�-eei��ent will be effective ��hen received, and will be sufficie�lt if given in writing, h�tnd-deiivered, sent by facsin�ile witf� confrmatian of receipt, sent by Fii-st Class Mail, retw•« j�eceipt E�equested, postage �repaid, or sent by ave�•nigl�t courier secvice and addressed as �ravided oxi page 1 oFth�s AgE-ee�nent aa� sucll otller address as tl�e pai-ties m�y provide to tlle otf�er in writing. 8.4. Govee��ir�,� L�w and .i�t�•isdiction. The licet�se is so1c� �tnd delivered in Dallas, Texas. This �vgi�eerilerit wiil he gavei��ed by and Coiistt'tied i�, acco��ance witlt Tex�s law, witiiout �ega�d to the pi•incip�es of conflict of lativs. Vem�e shal! l�e prflpet� only it� 'I�af•rai�t County, Texas. 8.5. ,Sevei•abiiin�. JE1 case any peavision af this Agree��ienl is Lielc[ to be in�alid, unenfo�-ceable, or ille�al, the provision w�ll E�e severed from tl�is A�reemenfi, and sUch inva[idity, tme�lfos'ceability, a�� illega[ity wilL not affect a«y othce �rovisioils oPthis Agt•een�ent. IN WITNF.SS, the p�etics have cattset! tltis flgreen�ent to be e�ecuted as of the date writtetl above. �______e____�____ee__ee�_____ SHAH anc! CFW Ilcense Agreement LrCENSOR: S1�AH S FTWARE, YIoI�C. ay: Ja Shah, Presideilt LICENSCE: i �/!/l�c�.olO(.,�/� By: Ciky of Fort Worth Na�71e: Fer•f�ando Costa "1'itle: Assistat2t City Managcz• ee_mv______.._.._eee_.._e___e...._,_______e__eeee_m__�__e.._�_______.........._.._......_............_ Exec�etkon Copy 2/3/17 7 af 11 �— Licensee initial ��. + :� � ATTEST: By: ,uC,�� , `-�. Ma�y ays r City Sec�•etary ��.Y�� t: .o� � ,: � i .s � �k i f � �r' � � ••� A i� •. ,A � . .,� . s APPROVED AS TO FORM AND LEGALITY: By: '� � Jessica Sangsvang Assistant City Aitorney lI I'arm 1295 Cei-tification No. N/A M&C: No: N/A CONTRACT COMP�,IANC� MANAGER: By sig�iing, I acknowledge that I am the person responsible for the mouitorin� and administrakiou af ti�is cot�t�'act, including ensuring all performa�ice and reportitig req�iireme�jts. • � /� , r� �ibl,u;� r�,y � ,�,�;� Name: �B�i; �03 �o_S,nc�{�vl �r'itle: •. t A��{-o�r�.Dr`ree�/ --------------------------------------------------------------------- SHAH and CFW licensa Agreement ExeCution Copy 2/3/17 8of11 �--- Licensee �nif�al i'�- � �� , EXHIBIT A NO.OF LICENSED USERS: YEARLY LICENSE FEE: - COMM�NCEMENT/CONV�RSIDN DATE Fiity $20,130 JANUARY 1, 2017 --------------------�--------------------------------------------- SHAH and CFW IicenseAgreemeni Execut[on Copy 2/3/17 9of1I Licansee initial �_ s ,� ; EXHIBIT B ADDITIONAL APPLICATIONS �R MODULES: LIHEAP PER�'ORMANCE REPOR`fING MODULE WEATHERIZATION MODULE ------------------------------ SHAH and CFW I€cense Agreemenl Execution eopy 2/3/17 1� O� I 1 � l.icensee initia! ��- EXHIBIT C TERMS O[' USC User agrecs to abide hy these terms of usc, as may be changed from timc to aime upon �mtsce in the Licensor's sole discretion. Disc I Qi �� e e ys. 1, /C k'NSOR NOTWiTI35TAc�'fl1NG TNC ROR�G[i11VG, I.ICEIVSOR SIIALL Bl�: LIABLE i�Olt RPPLAC�MENT COS'fS OT THG SOIT\VARE SHOUI,a LICGNSOR BREACH "�'HIS AGREEitiiEy'F, Allhough Licensor h�s attempted ta find and correct any bugs m[he sothvare, Licensor is nnl respunsibEe for any dacnage or losscs of any kind caused �y ihc use or misiEse nF the pro�rams. Licensor sha]] atot 6e lia6le nor deemed cn be in default of ihis Agreesnent for any delays, errors, mulfu3tetians, cou�pati6ility problcnts, nr 6reakdo��3is +vith respect to the system, equipment, data, or servfces pro�ided hercunder or used in cor��ecfion hcrewith, I-lo�vever, Lfcensor shall l�a�e the problems 6xed wifhin twenry-four (24} hours of tvhcn [he prablem lias been identiEed. A�odifrcatio�rs. Licei�sor retains Ihe righi, in ifs sole discretion, to enhance, mndify, or aiter tltc operation of #he snfhvare at any time and furthcr retains the right to make siich eniiajicentents, ntodificatipns, or alterations geuerally available to otl�er iFsers of ihe suftware, cxcept Liceusos will iioi impecie tlte User's ability to access ils data or information and any suLh enhan�eme�rt, moditication, or Tlteration must be of equa] or grcater value to �vhat the User has paid for. Trtle. TiUe and fidl �nd comple€e ownershtp righis Co all Licensots owned or developed softtivare {ine€uc7ing suurce and object code) aud other tecfinical speci#icatio�3s, addresses, or contigurations (cullcctively fhe "Soth�are") associated �vitU or contained iu the system nr iFsed Uy User in cocuiection herewsth shall remain �vith Licensor. User i�nderstands and agrces that Licensa�s owned ar devcloped Software is Licenso�s lracie secref, praprietary iaiformatfon, aud confideniial infonnatiwi �vhefher any pnrtion thereof is or may 6e validly eopyrighted or pntented. Any Sothyare provided to User is providcd Uy license only, and sucit license is personal, nonexclusive, nontransferahle, and limited to the right to use such SoR�vare only accarding to guidelines esfablished Uy tlfis Agreesnent. Such Sntttivare shall be utslized by User only in Accprdance cvitl� Uiese "l�erms nf�Use cantained in tliis Agreeinent and shal] not be copied, duplicaled, reproduced, manufaclured, ciccampiled, reverse engineered, inco:porated into any soChvare (including any source code, object cocie, or algorithms), modifscd or disclosed in any fonn 6y any �nedia to any other person or pariy, unless rec�uired under state latv. A-fiscellaneous Nothing l�erein is iniended ar shaii Ue constnsed 10 create ar establislt an agency, pa€tnership, or joint verti�re re€ationshi� beiwecn ihe parties. Paynreut. User shdll pay [o Licensor in the fecs ��f5[1fl11Y YO its License Agree�aient. Licensor shall �iot increase ra[es �vithouc iirst not"sfying User 6y providing a[hirry (30) day advance notica. Licensor shull o3tly be able to raise rates �t the time of the anniial renetval, and tkie incre�sed rate shall not e�ceed one percent (1%). Failure oF Licensor to issue any invoice or bill shall not relieve llser of thc obligatimi to pay for any charge oti�ed Licensar herctindcr. User shall pay atl fees and otlier charges ��ithin the earEier of fiftcan (l5) cEays from the receipt of an iuvoice or, for a rene4�a1 licc��se terni, three (3) days of the siart of the licensc tern3. Licensor sltall lsavc the right to terininate Uscr's access, without notice, if any iiivoice remai�s un��id for j�iore than thirty (30) days. Clser shall �rovide Licensor a 1a:c cxemption forni documenfing that it is Eiot responsi6le to pay laxes undcr Ihis Agree�neaV. Nntrce. All noliccs, requests, demands, or a[her coiumunicatiuns hereunder shai[ be itt teriting, hand delivercd, sent by first class �nail, overnight mail, or flcsimile (upon electronic contirmation that tlie transntission tivTs receivec�), and sliall be deemed to have been given when recc3ved at the addresses sta�ed pn this invoice. Any notice pro�ideci hy facsimile +�hich is received afler 4:00 p.m. locsl ttmc shall be deemect reeeived the follo�vsug business day. A party may change its addresses for no[ice on not less thsn �en (10) 6usiness days' priar wriiten not€ce to the othec parry. Notice to ilser shall 6e addressed to ilte City's Assistant Cily Ivlanager over Neighborhond Services, and a copy of the notice �vill 6e sent to the Ciry Attonzey at the same address. Coifdenlra7c�Pt'opriela�ylnfornrntron. Use3undcrstandsthatSliainfonnaUon it has access tu lhroug3� tlle right oC access to Licenso�s soflware andlor facilities inay be conficientia] and prapr'setary nah�re, and User may hereinatter have aecess to otlier inCor�nalion nf Licensor wliich ma}r he conYsdential aisd proprielary n�tuse and cauld result in irreparaUle harm to Licensor if any such confidentiak or propric[ary information is directly or indirectly: ( l) i�sed by Uscr for any purpose other than as specifieally set forth herein; or (2) disclosed to any thsrci pariy. Accordingly, except as may 6e required under state lacv, User agrce5 na[ 10 use the informa[son for other purposes or disclose or allow access Co sucl� infonnalion or sottware to a�iy third partp. User agrees that a 6reach of Chese conditions shall be gsounds sufficient for smfnedilte termmation of its �tse ai�d legul as wcll as in}unctive relief. The Parties agree thal User's release of any information required hy {aw ��ill not be cmisidered a 6reach of Ihis Agreeme�rt. The captions lierein are for cnnwenience only and in Eio way define, lunft, ar enlasge the scope of any oftl�e provisions Uiereii�. No waiver by eitl�er party of any provision or �ny breach of thss ngreemeni constitutes a waiver of any n[her provision or breacl�, and no �vaiver shal� he effect[ve unless inade in �vriti�fg. Tlie right of eilher patly tn require sfiric# performance and observance of any ubl igat#nns hereunder shall not be affected in any cvay by any previuus �vaiver, f'orbearance, or course of dealiug. Except for User's aUl igation to make payments hereunder, neither �erty �vill Ue deented in c�cfault as a result of a deiay in performance or failure to perform i€s nbliga€ions caused 6y acts of God or governmental authoriTy, strikes or labor disputes, fire, acts of tvar, #ai3ure of third-party suppliers, ur fur any nther cause beyond thc control of �hat party. User shnll not seI[, assign, €icense, sublicense, franchise, or atlienvise cmivey in �vhole or ii3 part to aity Chird party auy of the services providcd hcretinder tivithout the prior tiyritten consent of Licensar. This is a�imiexclusive agrcement. Simifar agree�nenfs 3nay 6e entered into by eitl�er parly �v3[h any nther persoif. This Tgreement shall be ga�erned By, eonslrued, interpreled, and enfo€ced accord'sng tn the ]aws of tha 5tate of Texas, �vithouE regard to priuciples o€ conflict of laws and rules. Each party l�ereby consents fo lhe nonaxc3usive jurisdictiQn of the courts nf the Sta1e of Texas and United States Iederal courts located in the Stute oFTcxas to resolve any dispute arising aut of this ugrcemcnt- Vettue for any suit hrought under ihis Agreennent shall be in a court of compe[cnt jurisdiction in'i'arrant Cuunty, Te�ss. in the event tl�at any material provision ot sliese tem�s are detenni3ted io be invalid, unenforceable, or illegTt, lhen such pro�ision shall be deen�ed to he sciperseded and the parties' agreemen5 modified �vith a provision which most near]y correspnnds to the intent of the pariies and is val id, enfnrceable and iegal. SHAH and CFW license Agreement Execution Capy 2/3/17 11ofI1 � Licensee initial c �� '``} CI'ry S�CF2�Tp�� . , . CONTRACT IV�. ,� _��lf� [�P� � l� I FORT �ORTH �TANDART) FORM ADDENDUM OT THE CITY OF FORT WORTH, T�XAS 'To: Sales Co�ttract and License Agreement With: Shah Software, Inc. Notwithstanding any lar�guage to fhe contrary in the attached Agreemer�# presenEed by Shah Soflware, Inc., ("Contractar") for Client Tracking software upgrade referred to as CaseManager-NewGen ("ser�ices"), the City of Fort Worth S"City") and Contractar {collecti�efy the "parties") hereby stipulafe by evidettce of execution be�ow by a representati�e of �ach party duly aufhorized Eo bind the parties hereto, that fhe pariies hereby agree to the fallawing: 1. Insurance: The City is a governmental entity under tha laws of #he state of 7exas and pursuant to Ci�apter 2259 of the Texas Gavernment Code, enfitled "Self-lnsurance by Governmental Units," is self-insured and fherefore is not required to purchase insurance. To the extent the Agreemen# requires #he City to purchase insurance, the Cify will provide a letter of self-insured siatus as requested by Contractar. To the e�ctent the Contractor will be providing Technalogy services for the City, including but not limited to, sofiware implemeniation, dafa migration, hosting ser�iees, maintenance ancE support services, or ar�y other ser�ices which will req�ire contractor to access to the City's network, servers, or computers, Con#ractar shall maintain Technology Errors & Omissions insurance co�erage i� an ar�ount acceptable to the City. 2. �ndemni#y: To the extent the altached Agreement requires the City fo indemnify ar hofd Co�tractor or any third pariy harmless #rom damages of any kind or character, such obligations are not binding upon the City. 3. Attorneys' Fees, Penaities, and �iquidated Qamages: To the extent the attached Agreement requires the Cify to pay attorneys' fees for any aciion contemplated or taken, or penalties or liquidated cEamages in any amount, the City shall not be liabfe for aftorney's fees of Contractor or any fhird party, or any other fe�s or penalties or other such obligations. 4. Insurance hy Contractor: 4.1 The Con#ractor shall carry the fnllowing insurance co�erage with a campany thaf is licensed to do business in i"exas ar atherwise approved by fhe City: �. Com�nercial General LiabilitY a. Cornbined ii�r�i� af not less than $2,OD0,000 per occurrence; $4million aggregate or b. Combined limit af not less than $1,oao,000 per accurrence; �2,Ofl0,000 aggregate and Umbrella Coverage in the amount of $4,OOO,D00. Umbrella policy shaEl contain a follow-farm prov[sion and sha[I include coverage for personal and advertising injury. c. Refense costs shall be ou#side the limits of liability. 2. Autamobile Liability Insurance cavering any vehicle used in providing Services under this Agreement, including owned, nan-owned, or hired �eh�cles, with a coin�in�d limit of na# less than $1,D00,000 per occurrence. 3. Professional Liability (Errors & Omissions) in #he amount of $1,aD0,00Q per c[aim and $1,DOO,Opa aggregate limit. �. Statutory Workers' Compensation and �mplay�rs' Liabifity Insurance rec�uirements per the amount required by statute. 5, Technology Liabi{ify (Errars & Omissions} a. Combined limit of not less than $2,OOO,Q00 per occurrence; $4million aggregate or b. Combined lirrzit of not less than $9,000,000 per occurrence; $2,OQO,Q00 aggregate and Llmbrella Co�eraqe in the ainount of $4,000,000. Umbrella policy shall contain a follow-form pro�ision and shall include coverage for persanal and ad�ertising injury. ihe umbrella policy shalf cover amounts for any claims not covered by the primary Technology Liahility palicy. Defense costs shalE be ouisida the limits of liabifify. (a) Co�erage sha[I include, but not be limited to, th� followirtg: (i} Failure to pre�ent unauihorized access (ii) Unautharized disclasure of information (iii) Implantation of mai�cious code or computer virus (iv) Fraud, bishonest or intentional Acts with final adjudication ianguage {�) fntellectua] Properfy Infringement co�erage, specifically including ca�erage for intellectua! proper�y infringement claims and for ir�demnification and lega! defense of any clairr�s nf inteliectual property infringement, including infringement of patent, copyright, trade mark or trac�e secret, brought againsE the City for use of Reliverables, Saftware or Services provid�d by Confractor und�r this Agreement. Technology cove�age may �e provided €hrough an endorsement to fhe Comm�rcial Gen�ral Liabilify (CGL) palicy, a separate policy specific ta Technalogy E&O, or an umbrella poiicy #hat picks up co�erage after primary coverage is exhausted. Eifher is acceptable if co�erage meets all other requirem�nis. Technology co�erage shall be wri#ten to indicate that legal cos#s and fees are considered autside of the palicy lirrtits ar�d shaEl nat erode I€mits of liabilify. Any deductibfe will be the sale respansibiiity of the Contracior and rnay noi exceed $50,000 with4t�t the wriften appro�ai of the Ci#y. Co�erage shaU be claims-made, with a retraactive or prior acts date that is on or before #he effective date af this Agreement. Coverage sha[I be maintained for the duration af the contracfua! agreerrtent and for two (2) years foiiowing completion af Services pro�ided. An annual certi�icate of insurance, or a fu€f copy of the policy if requestad, shall be submitted to t�e City #o evidence coverage. 6. Any other insurance as reasonably requested by Cify. 4.2 General fnsurance Requiremenfs: 1. All app[icable policies sha11 name tha City as an additional insured thereon, as its interests may appear. The term Cify shall include its �mployees, afficers, officials, agents, ar�d �alunteers in respect to the contracted Services. 2. The workers' compensatian palicy shall include a Waiver of Subrogation (Right of Ftecovery) in fa�or of fhe City af Fort Worth. 3. A minimum of Thirty (3�) days' notice of cancellation or reductian �n limits of coverage shall he provided to the City. Ten (10} days' notice shall be acceptable in the event of non-payment of premium. Notice shall he sent to the Risk Manager, City of Fort Worth, 2�0 Texas Sf., Fort Worth, Texas 76102, with copies to the City Attorney at the same address. �4. The insurers for a[I polic��s mus� be licensed andlor approved to do business in t�e State of Texas. Afl insurers must have a minimum rating of A- V11 in the current A.M. Besf Kay Rating Guide, or ha�e reasonably equi�alent financial strength and soivency to the satisfaction of Risk Management. If the rating is below thai required, written appro�al of Risk Management is required. 5. Any failure on the part of the Ciiy to request required insurance documenta#ion shali r�ot consfitute a waiver of the insurance requirement. 6. Gerfificafes of fnsurance evidencing fhat the Contractor has obtained afl required '€nsurance sha[I be c�el[�ereci to and appraved by the Ciiy's REsk Managemer�E Di�ision prior to execution of this Agreement. 5. Governing Law and Venue: This Agreement and the rights and obliga€ians of the pa�ties h�reto sha[I be go�erned by, and construed in accordance with the laws of the United States and the state of Texas, exclusi�e o# confiicts of laws provisions. Venue for any suii brought under this Agreement shall be in a court of competent jurisdiction in Tarrant County, Texas. CFW / ShaE� Soflwa�-e, Inc, Addendt3m Execation Co�y 2/3/17 Page 2 of 4 6. Sovereign �mmunity: Nofhing herein constitutes a wai�er of the City's sovereign imm�nify. To the extent this Agreement r�quiras the City to waive its rights or immunities as a governrr�ent enfity, such provisions are hereby deleted and shall ha�e no force or effect. 7. Non Appropriation of �'unds: �n compliance with Article 11 § 5 of the Texas Constitution, it is understood and agreed that all financial ob(igations of the City hereuncfer are subject to the availability of funds. if sufficient funds are not appropriated or become unavailable to safisfy fhe City's financia[ obligations under the Agreement, the City shall ha�e the right to t�rminate the Agreement without penaity ar expense to #he Cify whatsoe�er, except as fo the portions of the payrr�ents agre�d upon for which funds ha�e been approprfated. 8. Taxes: To the extent the attached Agreernent requires the Gity to pay taxes of any nature, fhe Cify shall not be liable for any taxes pursuant to th� Agreeme�t. Upon request, the Ciiy shalE provide Contractor wiih evidence of its tax exempt status. 9, Confiden�ial Information: To the exfenE the Agreemen� places any restrictions on the City wifh respect io disclosure af information, Contractor unclerstands and acknowiedges that ihe City of Fort Worth ("City") is a public enfity under the laws of #he Staie of Texas, and as such, aii public documents and data, including tYte altached Agreement, held by the City are subject to discEosure uncler Chapter 552 of the Texas Ga�ernment Code, the Texas Public In�ormation Ac# {the "Act"). If the Gify is required to discEose any documents #hat may reveal any Confrac#or proprietary ir�formatiart to third par�ies �nder the Act, or by any other legal process, law, rule or judicial order by a court of cort�petent jurisdiction, the City will u#ilize its besf ef�orts to notify Cantactor prior to disclosure of such dacuments, The Ciiy shall nat be liable or responsib(e in any way for ih� disclosur� of information not clearly marked as `Proprietary 1 Confidential Information" or if discfosure is required by the Act or any oiher applica�le law or court order. In the event there is a request for such informa#ian, i# wi11 be the responsibility of Cantractor to work uvith #he City to subrr�it reasons objecting to disclosure. A determination as to whether such reasons are sufficient will nflt be decided by the City, bu� by the Office of the Afiorney GeneraE of the State of 7exas, or by a court ot competent jurisdiction. To fhe extent the City provides information to t1�e Contractor, Contrac#or shali store and maintain City Inforrr�ation in a secure manner artd shall noE allow unauthorized users to access, mocfify, delete or atherwise corrupt City Information in any way. Contractor shali nQEify the City immediatefy if #he security or integrify of any Ciiy information has been compromised or is be[ie�ed fo have been campromised. The par#ies agree fhat Confidenkial Information shall not include infarmation tl�at is required fo be disc[osed pursuant to appficab�e law, rule, regulafion or cour# orcler. 10. F'orce Majeure: To ihe extent the aftached Agreet�ent purports to release a pa€ty from its obligaiions under th� Agreement due to causes beyond its reasonable coniral (force majeure), inciuding, but nat limited to, compliance wiih any governrr►ent law, ordinance or regulakion, acts ofi Gocf, acts of the public enerny, fires, strikes, foeEcouts, nat�ral disasters, wars, riots, �naterial or labar restrictions by any governmental authorify, transpartation pro�lems anc�lor any other sim[lar causes, such pro�ision shall apply equaliy ta both parties. 11. Dispute Resalutian: To fhe extent the attached Agre�ment sefs forth a dispUte resolution procedure, such pro�ision shall aniy apply ta #he City as set forth herein iri this Add�ndu�n. In the event of a dispute, the pariies �ay first subrr�it the disput� for non-binding mediation in iarrant Caunty, Texas. Th� mediator shall b� agreed ta by the parties, Each party shall be liable far its own expenses, including attorney's fees; however, the parties shal[ sha�e equaliy in the costs af fhe m�diation. In the event mediation is not successful, the dispute may, upon writter� consent of both parfies, be submitfed for binding arbiEration in accordance v�ith the rules of the American Arbitratian Association. �ach party shall �e liable far its own expenses, including attorney's fees; hawever, the par#ies shali share equally in the casts of the arbitration. In no e�ent shalf khe City be required io submit a dispute ta binding mediatian or arbitration withot�t the City's prior written consent. 12. Assignment: To the ex#ent the Agreerrzent aufhorizes assigr�ment of rights, duiies and obligafions of either party, such assignment shall aniy be valicE upon the express written consent of bath parties. Any attempted assignrnent in violation of this provision shail be null and vaid. CI'W / Shah Softwa��e, I��c, Addendiim rxec��tion Copy 2/3/17 Page 3 of 4 13. Conflicting Terms: If any pro�isions herein conflict with the terms of the at#ached Agreement, the terms herein shall cantrol. '14. Right to Audit: Contractor agress that the City shall, until the expiration of three (3) years after final paymenk under this Agreement, have access to and the right to examine any directly perkinent baoks, documents, papers and records of Contractor involving fransactions relating to this Agreement. Contractor agrees that Ciky shall have access during nomia{ working hours to all necessary Contracior facilities and shall be provided adequate and appropriate workspace in order to conducf audits in compliance with khe pro�isions of this se�tion. The City shall give Cantractor reasonable ad�ance notice of intended audits. Contractor f�rther agrees ta inc[ude in all its subcontracts hereunder a pro�ision ta the effect that the sul�contrac#or agrees that the City shall, unfil the expiration of #hree (3) years after final paymenf under the subcontract, ha�e access to and the right to examine any directly pertinent books, docurnents, papers and records of such subcontractor, in�olving transactions to the subcantract, and further, that City shall ha�e access d�ring normal working haurs to all subcontractor facilities, and shal� be provided adequate and appropriate work space, in order to conduct audits in compliance with t�e pro�isions of this article. City shall gi�e subcantractor reasonable advance notice of intended audits. ACCEPTED AND AGREE�: C17Y OF FORT WORTH: �-�-� � By: ��"�I� �a��—�-- -- Fernando Costa Assistant� ity Manager ❑ate: � 2��s�/!7 SHAW SOFTI�VARE, If�C. �� Bv= Jagat Shah Presidenk '. �� '� .yt � ; ; �I r, ; _ . � . . . , By. Cify Secreta�y APPRQVED AS TO FORM AND LEG By: ��,� � � .., � �, � - Jessica 5angsv�Ezg Ass�stant City Attoeney [l Form 1295 Cer�ification No. N/A M&C: N/A � i� :� A '�V�1S•. ••� CONTl2ACT C011-tPLIArICE N[AIVAGER: Sy signinb, 1 ac:l<nowledge that i a�3i the person responsible for khe ruonito��ing and administration of dlis contract, nlcludino e�istt ng all perfo mance �nd re�or�in5 eequirements. i �1.b'�' ' � I 1� -l. Nanie: ��{�, '�;r7� b.y� Title: /�,�i�a�' �+`r�.isf CP4�' / 5hah 5oft�vaE-e, I�ic, �lddendum Execution Copy 213/17 Pag� d of 4 C17Y SE�R�%4RY!rc, CONTF2ACi N�. `�-� C - I+1RST A,NIGNUi��CNT TO T'aRT �VOR'C'1� C1TY S�CRCTARl' CQNTRAC'i' N4. 48GG8 'l'his A�ne�tcli�ient is made bet�veen the C`ity ai' l'ork bVorth ("Licensee"}, � 1]]lirliCij)�] CE�1"pol'�ho17, aetirig hereiii by ai�c! th��t�ugh F'er��a«do Costa, its duly authorizetE Assistant City Nt�n�;,er �nc! SI1c�I1 SpRWit1'E, Inc. ("Licerisoi"}, �ctin� herei�i throi�gh .la�a# Shah, its duly �uthorized Pr�sident. WHCRL;AS, L,icensee ar�d Licensor e��tered into a�� A�;reement identitiec� as Fo��t WortEj City Secret�ry Cont�-act No, -�8GG8 For a periocl oFoc�e year be�innin�; J�nt�ary �, 2D17; WF[ERE�-lS, Licens�e 4VISI125 ta ��urchasc ti•am Licensor additiotfal niaduies to its 50I�Wfli'(' 1�?�)I1CiiIlUl1 fOC CI1CIif rfaClClll� iCiIDWEZ a5 "C�se N��tn�tger-N�4v Gei�"; 111L� bVl-I�REAS, it is the collective desire o[' bath C,ic�nsee aezd L,ice��so�� to aniencl the A�reer7ie��t �t � cost of an additional $S,Oi2_00 tiVIlICII is twenty-five �}erce�it (25%) ut� previc�us licei7sing tee of'$2U, I.iO,e)0, The f�� is >>rorated for �lay Ehr�ou�Il D�C�ltlb�]' Q{'2017. N0�1' TFr[;RCTOIiE, KNUWN ALL BY TI-ICSL: PRES[?NT: f=art Worlh City Secrett�ry Contract No. �48668 is ��eE�eby am�nc�ecl t�� be cfE�ective on May I, 2017 b �7: I. Amendin� "LXI-�IF3IT A" uitd�r "YEARLI' L1C�N5E ]�EE: $20, I 30" to reacl �s '- t�llows: ,�; �d �1DDlTIONAL l.,ICENSE F�E; $S,D;2_C1d �J �1 FASTRAC{< WIT[AL S�,TUP: $1,750 G�i �,� Q�� ;� �y�o�� CASTRAC[� Aif«ual licensiii�; costs: $3,355 (prort�ted for M�y throu�h Dece«zbea- �,��o��o?VQ�P 20 l 7). s v � �.. 6� Cust will be a[lded to LIC'ENSC ACif2CC1VIL-;NT` renew�ls as refeE�enced iE� Secfio�t �� 4 p� 5, 5. I c�fi Fart Worth City 5ecretar,y Contrlct No. 4gGG8. All other terii�s, provisions, coriditions, coven�t��ts and recit�ls uF saicl Agreemeiit Tiat expressly antended her�;in sfiall r�.m�in in tuli force �nc[ eftect. A�['PItOVCD �'OR AP['RQVCD R{?R CITY Of' C'QR`f �VORTH: SEIAI� S T�VAR�, INC. �— -- _ �. BY: j�G�-,aa`.e�O ��— _= I3y: - Feri7�trido Costa Jagat Sh� � AssistaEzt City M� na�er Presicle��t � r �� Date: 8f.2� 7 Date: � �I� CON7'RACT C4M 1'LIAI�C[: NZANAGGR; G'ii��t Ameudn�cnt tu F�n•t Wurtli Cii�� Sccrct;ir�� Ca�itr:irt No. afiGGR l of 2 By si�;ning 1�elc�w, ] ack��Qwled�e that I a«� the person responsib�e fbr the i��t��ita-ing a�td �clt�iii�ist.ratian of this cor�t�-�ct, including enstn-i�lg <�11 a��rform�nce �nti a�epoiti.na rec�uiren�ents. . t � �'�ti�� . Soi�ia 5`s��gieto�7 ��.� : �lssistant C�irector � APPROVCD AS TO rURPvI AV D LCGALITY: /j' ,�; , /�. �' , r' /r-t _-� �}�: %' .' f . �. ��E�C?]l� . �-W� Assista��t City �1.tto�•riey I IiORM 1295: N/� ATTCS'T: � / sy: �_ � �Vlary J. K�y ' � Cit>> S�cretasy � ` Gc�3�tr�ct A.u�horiz�ttio��: M&C; Not_�ec��io�ed Date A��proveel: N/A �� - Y•S,y> J ��••�� - � � C�� ..�:� �• .,�� f Tirst Aii�e��cl�E�cnt to C'orl Wo�•#h Citr� Sccrcts��- Cn,►tr��ct No. �18G6fi 2of2 {,�i I��, i.i. �i pS',f,�.; �.`ry:�.'¢ C % �_!l �": t.; t� 9'E-�I�,� i��. `'i L-� <,, �� , � �R�c�it� �Q CITyO��r,r ` SEC4ND AMENDMENT TO FORT WORTH CITY SECR�TARY CONTRACT NO. 486G8 This Ainendincnt is inade between the City of Fort Worth ("L'zcensee"), a municipal corporatian, acting herein by and tlu•ough Fe��anda Costa, its duly authoz'ized Assistant City Manager and Shali Software, Inc. ("Licensor"), acting herein through Jagat Shah, its duly authorized President. WHEREAS, Liccnsce and Licensor entered into an Agree�z�erat identified as Fort Worth City Secreta�•y Contract No. �$668 for licensing fees in the a��ount of $20,I30.00 for a period of one year• beg'tnning Januaiy l, 2017; WHEREAS, City Secretary Cantract No. 48668 was amended to i��cluc�e additional 1ice�sing fees as identified in Fort Woi�h City Sec�'etary Contract No. 48668-A1 in Ehe amount of $5,105.00; WHEREAS, it is khe collectivc desue of hoth Licensee and Licensor to renew Fort Worth City Secretary Contract No. 4$668 as identified in Fort Wortl� City Secretary Cant��act No. 48668-R1 for a period of one year beginning January l, 2018; and WHEREAS, Lice�see wishes to purchase additional services fi�oin ihe Licensor due to changes in the National Performaiice I�idicators that 1r�ust be e��►iered inta the software system. NOW THEREFORE, I�TOWN ALL BY THESE PRESENT: the Partics agree as follows: Fort Worth City Seeretary Contract No. 48668 is hereby azl�ended by amcnding "EXHIBIT A" under "YEARLY LICENSE FEE: $20,130" to read as follows: Yearly License Fee: $24,130 FASTRACK Annual licensing costs: $5,032 Ente�• new and Remove obsolete National �erformance Indicators: $1,500 Costs vt�ill be addeci to LICENSE AGREEMEN"�' renewals as referenced in Sectioi� 5.1 of FoY•t Worfh City Secretazy Contract No. 486fi8. All otlaer terins, p��ovisions, conditions, covenants and recitals of said Agreernent not cxpressly a�nended herein shall reinain in full force and effect. Second Ai�cnd�nent to Port Worth Cily Secretas�y Conrract No. 48668 1 of 2 APPROVED I+OR APPROVED FOR CITY OI+ I+ORT WORTH: SHAH SOPTWARE, INC. By: ��y'cL: �d� �� ' By: Feinando Cas a 7agat Shah Assistant Cit Manager President Date: /�,Z�� Date: C4NTRACT COMPLIANCE MANAGER: By signing t�elow, I acknowledge that I am the person responsi6le for the monitaring and ada�vnist�•ation of this coi�tract, includ,�ng ensuring alI perFormance and �epoi�ting requirements. / �r � � / / � ` 1 � l�� 1vL/� 1' �'1"�: `, �-_ Sonia Singlcton ( Assistant Director APPROV�D AS TO FORM AND LEGALITY: B �✓/ �. Y� J.B. Stfong Assistant City Atto� y I �'ORM 1295: N/A ;s. ,+�- "4.'p�-� �� 9' °� ATTEST: o':i�'��"'�' `°'a,",k~r. - � t., �•. _ . � � - ', } ,� � , '��,: ��. , ,�� `'�� (� ; ., By: :� f,;� �� ; � �� ;;' Maz'y .�. Kayser .� " �`� 'a'r , ;". City Sec�•eta�y ; , �� - '- • -• �'C"�'��,:, �, Cant�aci Authorization: M&C: Not Required Date Approved: N/A Seeaid A�nend��zent to Fort Worth City Seea•efary Contract No. 48668 2 of 2 RFcelve r-� DEC 2 7 2�l �i c,�ro�Fnr�rl��;�. C1�"Y SECRE�ARI' � C�NiRACT ��. �� '�8 �-A � THIRD AIV�NDMENT TO FORT W�RTH C�TY SECRETARY C4NTRACT N4. 48668 This Ainendment is made between the City of Fort Worth {"Licensee"), a municipal corporation, acting 1lerein by and through Fernando Costa, its duly authorized Assistant City Manager and Shah Softwa�-e, inc. ("Licensor"), acting herein ihrough Jagat Shah, its duly author•ized President. Wl-IEREAS, Licensee and Licensoi' entered into an Agi•eement identified as Fort Worth City Secretary Cont�'act No. 48668 for licensing fees in the amount of $20, i 30.00 for a period of one year be�inning Jai�uary 1, 2017; WHEREAS, City Secretary Cantract No. 48668 was amended to include additianal licensing %es as identifed in Foi-� Worth City Secretary Cantcact No. 48GG8-Al in the amount of $S,a32.04; WHEREAS, City Seci•etary Cant�'act No, 486G8-A1 was amended ta include additional services f�•om the Licensor clue to changes in the National Perfonnance Indicaioz�s that Enust be entered ivto the software system as identifed in Fort Woi�th City Secretaiy Contract No. 48665- A2 in the amount of $1,500.00; WHEREAS, it is the collective desire of both Licensee and Licensor to ranew Foi� Worill City Secretary Contract Na. 48668 for a period of one yea�• beginning Jan�iary l, 202Q; and WHEREAS, Licensee wishes tQ purchase additional services from th� Licensor due to the GraEltar's {Texas Departnlent of Housing and Co3nmUnity Affairs) reqvirenlent ta upload a Cam�nunity Set•vices Blocic Grant {C�BG} reporting module into the software system. NOW TH�REFORE, KNOWN ALL BY THESE PRESENT: the Parties agree as follows: l. Fort Worth City Seceetary Conteact No. 48665 is he�•eby amended by replacing "EXHIBIT A" undei• "YEARLY LICENSE FEE: $20,130" with the fallowing: Yearly License Fee: $20,130 FASTRACK Annual Licensing ree: $5,032 CSBG Repo��t File Up[oad Module: $3,650 Additionai Annual Licensing Costs: $1,500 TOTAL CO�T FOR 2Q20: $30,312 Costs will be added to LICENSE AGREEMENT renewals as refere��ced ii� Section 5.1 of Fort Wortli City Secretary Contract No. 4866$. 2. AI] other terms, provisions, coi�ditians, covenants and t•ecitals of the Agreement not expressly amended herein sl�al� remain in full force and effeci. Third Amendment to Fo��t Worth CiYy Secretary ConEract No. 48668 Page 1 of 2 Cxecuted effective as of tlle date si�ned by the Assistant City Manager below. F�RT W ORTH: City of Fort Worf3i �,. i B`' , p , ' x _ Y: t ��" ; � ; � Naine: Fernando Costa -,�.. , Title: Assistant City Mailager Date: - % . . Appa•oval Recommencied: By: �Lt�—T ~ )G � �-�� --`''�' Name: � ; •c�T L�Lr�N = �� Title: i. ; n �c.�r�1Z Attest: By: / �/� -. Nasne: Maiy Ka s • ' Ti#le: City Secreta�•y V�NDOR: Sh�li Sv�twa��e, Inc. Confract Com�Iiance Manager: By siga�iil� 1 acknowledge that I azx� tl�e person respoi�sible for the monitoring a��d ad3ninistration of this cont�•act, including ensuria�g all performance and reportin� reqt�irements. ; , � 1 � �';�_ By: r�l'. ',�,t � `! :1,f> � :� N�me: �Sonia Singleton �;,� Title: Assistant Director Approved as ta Forrin and Legality: By: Name: John B. Strong Title: Assistant City Aftor��ey Conf�•act Anthorization: "'"�'�'-�,i: M&C: Not Rec�uired ��=�.��,�� — ,r A. � 'w J ,, Jn� -�: �° ,��'' ...,. `:��,., �;q, ��v :�7 �� `�/' '-y.�. ,�.. � � (� � By: Naine: Jagat Sl�ah Title: President Date: Decembe►' 17 2019 Ti�ird AmendEnent to Fart Woi�th City Secretaiy Contract No. 4$668 Page 2 of 2 Executed effective as of the date signed by the Assistant City Manager below. FORT WORTH: City of For� Wvrt3i By: Narne: Fernando Costa Title: Assistant City Manager Date: A�proval Recommencied: $y: (/ 1�_� � .,+.�'. �..� Name: � v� �ts +w `ritle: �� t �� -��L Attest: sy: Name: ar Tit1e: City VENDOR: �� i �'9��a C' �' �}f �� ..,.. ��,�� .�. �� . �• '' � � �_ J s •'�, �� ' � i'�� t � • Shah Software, Inc. `��,. 1 � �f �.f F�� y: Na�ne: Jagat 51zah Title: Preside�3t Date: December 17, 2�19 Contract Co�npliance Manager: By signing I ack�iowledge that I am the persou responsible foc the ino�iitoring and adtninisti•ation of this contract, ii�clt�ding ensuring all �erformance and reporting requir�anents. / 1. ; l �� " � _ - By: �-C'�',I �',� '��G.;�-� Name: Soi�ia Singleton ! % Titie: Assistant Dir�cto�• � Approved as to Farm and Legality: %�� ; l ' By. �ri� � r _ Na�ne: J. B: Stroi�g, � Title: Assistant City Attorney Conf�•act Autl�orization: M&C: Not Required ��; .; �,. � Z f .,(�f' ` Third A��iend�l�ent to Foi� Wot•th City Secreta�y Contract No. 4866$ I'age 2 of 2 CSC No. 48668-A4 FOURTH AMENDMENT TO FORT WORTH CITY SECRETARY CONTRA.CT NO. 48668 This Amendment is made between the City of Foi�t Worth ("Licensee"), a municipal corporation, acting herein by and through Fernando Costa, its duly authorized Assistant City Manager and Shah Software, Inc. ("Licensor"), acting herein through Jagat Shah, its duly authorized President. WHEREAS, Licensee and Licensor entered into an Agreement identified as Fort Worth City Secretary Contract No. 48668 for licensing fees in the amount of $20,130.00 for a period of one year beginning January 1, 2017; WHEREAS, City Secretaiy Contract No. 48668 was amended to include additional licensing fees as identified in Fort Worth City Secretary Contract No. 48668-A1 in the amount of $5,032.00; WHEREAS, Ciry Secreta.iy Contract No. 48668-A2 was amended to include additional services from the Licensor due to changes in the National Performance Indicators that must be entered into the soflware system in the amount of $1,500.00; WHEREAS, City Secretary Contract No. 48668-A3 was amended to include a CSBG Report File Upload Module in the amount of $3,650.00; WHEREAS, it is the collective desire of both Licensee and Licensor to renew Fort Worth City Secretaiy Conhact No. 48668 for a period of one year beginning Januaty 1, 2021; and NOW THEREFORE, KNOWN ALL BY THESE PRESENT: the Parties agree as follows: 1. Fort Worth City Secretaiy Contract No. 48668 .is hereby amended by replacing "EXHIBIT A" under "YEARI,Y LICENSE FEE: $20,130" with the following: Annual Licensing-Soflware: Annual Licensing-LIHEAP Module: Annual Licensing-Weatherization Module: Annual Licensing FASTRACK; Annual Licensing-CSBG Upload Module: TOTAL COST FOR 2020: $17,700 $1,500 $2,430 $5,032 1 550 $28,212 Costs will be added to LICENSE AGREEMENT renewals as referenced in Section 5.1 of Fort Worth City Secretaiy Conh•act No. 48668. 2. All other terms, provisions, conditions, covenants and recitals of the Agreement not expressly amended herein shall remain in full force and effect. Fow�th Amendment to Fort Wortl� City Secretary Contract No. 48668 OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Executed effective as of the date signed by the Assistant City Manager below. I�'ORT WORTH: City of Fort Worth F 4- $y; Fe��a�ao co:ca Ua� �, zon ii:zs csT� Name: Fei�nando Costa Title: Assistant City Manager Date: Approval Recommended: By: U�`�a` �l ""```_. Na�ne: VictorTurner Title: Director, Neighborhood Services D Attest: gy; ��- Name: Maiy Kayser Title: City Secretaiy .o�'o'" Op u ao�oF ��r�aa 0 �>o o�� o $'1 v� °_ o � o � 0 o F ��f. o��°0000a°�o *'�' VENDOR: Shah Software, Inc. L�� t 5 (Jan 6, 202116:11 CST) By: � Name: Jagat Shah Title: President Date: Cont►•act Cotnpliance Ma�iager: By signing Uelow, I acicnowledge that I am the peison responsible for the monitoring and administi•ation of this conh•act, including ensuring all performance and reporting requirements. 4�+. (/�I B"� Sonla iSnglet� i(lanG,302116:17CST) ., Name: Sonia Singleton Title: Assistant Director Approved as to Form and Legality: �. JBStron¢� � :�,0:oo�5n Name; John B. Strong Title: Assistant City Attorney Contract Autho��ization: M&C: Not Requii'ed OFFICIAL RECORD CITY SECRETARY Fourth Amendment to Fort Worth City Secretacy Contcact No. 48668 FT. WORTH, TX CSC No. 48668-R4 CITx'' OI+' �'O1tT'VVORT� R�QU�,ST TO EX�XtCXSE I2ETV�W.�A� OkTION Aeaembex 16, 2024 S�A�i Soflware, �tc, 1 Collinway Place Dallas, Texas 75230 Ita: RBQCIEST TO EitERCTSE RBN�'WA.L O�'xION Licensa Agreement Contract No. CSC No. 48668 (the "Contrsat") Renewat TeiYn No, �4 xhe sbova xeferenced Contraot Renewal No, 3 e7cpired on Decamber 31, 2020. �'ursuant to the Contraot, renewals are at the inutual sgreement o� tha partias, Tlua letter is to infoirn you that the Ciry xequests xenawat of CSC No, 48668 �or sn addttional one yoar pertod, wbich wUl begin immediately upon the expiration of tha oument term and will end on December 31, 2021. A11 othar teims snd aonditions of CSC No. 48668, �8668-R1, 48668-R2 and 48668 R 3 remain unohanged, Please return your slgned agreement �etter, along w�th a copy of your current iasurance cerl�'ti cate via email addreas �il duncani�fortworthtexas.eov. �'lease log onto the People8oft Suppllar Porta1 at �ttp�//forworthtexas.gov/purehasing to insura that your company informatton is cozreot and up to dsta, If you have any.questions oonaerning this Reqaest for Contraot Renewal, plesse contaat me at the telephone number listed below. Sincerely yours, Sanlu S1nAle�on Sonl�Stn1lelan ee16,10101/36CSi) Sonia Singleton, MBA Aeaistant Director 81'7-392-5774 , � Yes, xenew this contraet £or a one year period ending on December 31, 2021. No, do not xenew this contraot. . $Y;. ihahlhlD 6,201021�12CST► D&t8; ��/�v/�O�O ragat Shah 2027. SHAH SOTTWARE, INC. R�QYJEST TO �XERCISE RENEWAL OPTION NO. 4 COMMUNITY ACTION PARTNERS PROGRAM CITX OT FORT WORTH �� Femando Cosla (Jan 25, 202110:42C5T) Fei�nando Costa Assistant City Manager APPROVED AS TO FORM AND LEGALXTY: � t oh JDSVong(Jan25, 02109:S4CST) J.B. Strong Assistant City Attorney ATTEST: �� Mary 7. Kayser City Secretary M&C: N/A By signing below, I acicnowledge that I am the person responsible for the monitoring and administration of this contract, including ensuring all perfoirnance and repoi�ting requirements. Soma�Sng� • �(Jan 21, 2o211L29 CST) Sonia Singleton, Assistant Director Neighborhood Services � - �, ;� � � '� ' wa; � ��• U' R�CEt�lE17 "�,,, �v �� ,}p.,;,l ; 2018 ' ; rs t �" cti�Y r�� SORi WO��H x^-� .:�qn,�! �'', � -. - December 22, 2017 CSC �[o. D 0 �� J CITY OF I'ORT WORTH REQUEST TO EXERCISE R�NEWAL OPTION SI-IAH Soflware, Inc. 13601 �reston Road, Suite E 450 Dallas, 'iexas 7524fl Re: REQUEST TO EXERCISE RENEWAL OPTION License Agreement Contract No. CSC No. 48658 (the "Contract") Renewal Term No. #: 1 The above referenced Contract will expire on Decem6er 3I, 2017. Pursuant to the Cantract, renewals are at the mutual agreeinent of the parties. This letter is to in%nn you t13at the City requests renewal af CSC No. 4866$ for an additional one year period, wl�ich will begin immediately upon the expiration of the current tet7n and will end on December 31, 20I8. Al[ other tenns and conditiofls of CSC No.48668 rcmain unchanged, �lease a•eturn your signed agreement letfer, along `vith a copy of your current insurance certiiicate, to the address set forth belo�v. PEease log onto BuySpeed Onluie at htt :I/foriworthtexas. o�/ urcliasin to insure that your company information is correct and up-to-date. If you have �ny c�uestions coiicei�ning this Request far Contract Renewal, please contact me at the telephone number listed below. SincereIy yours, So��ia Singletan, MBA Assistant Director 817-392-5774 X Yes, rei�ew this contract for a one year peiiod ending on December 31, 2018. No, do aiot renew tltis contract. B : �� " � Y 3agat Shah PresidenT Cl �' R RTH: Fer n Cosia Assistant City Manager _ Date: � � n1�F1{�ii1i� i��►�1�� CI'�Y �1lCIi�iTAl�� T, �V�Ri�, i� � Datc: December 22, 2017 T ST: � ,� rf _ )� �; - � l�'--� , �/ �� aIV� i�ays�r � I� ;1 City Secretary _�;�,�9�� , i -q, . AN� LEGAl,IT1�&c No. Ni� ;C�F�� i� �3� • ��`� �: :� :� �� c� �.'•. ��t�� I?. �3V"�� ,. � � �� .,� � � ��,-� �:� �� '�'�.�a� ��' �� .�� - ��G �,1�"� ��-�<�, ; � � � ��pa�' , .,�`a°�', �0� o�,� ��t"'�' ;'.:t,,, it ;; CITY OF FORT WORTH c��?��S�.L`� ��;' �'�� `''� R�QU�ST TO EX�RCXS� REN�WAL OPTION November 15, 2018 SHAH Software, [nc, 13ba I Pt•eston Road, Siiite E 450 Dallas, 7'exas 752�0 Re: R�QUEST'FO EXERCISE RENEWAL OPTION License Agreement Gontract No. CSC No. 48668 (the "Contract") Re��e�va! TeA•�n No. #; 2 csc No. �i-$�Oco$�I�a Tlie above referenced Conh•act-Rer�ewal #�i wil[ axpire oii Dece�s�ber 3l, 2018. Pursuant to the Contract, renewals ai'e at the n�ut��al agreetnent of tlte parties, Tiiis letter is to ii�form you tkiat t13e City requests renewal of CSC No. �86b8 for aii additional one year period, which will begin imu�ediately upo�i tlle expit•atio�i of klie ci�r��ent ter�n a��d will e��d on Dccembe�� i, 2Qt9. All otE�er te�•ms a��d conditions of CSC Na.48G68 a�id 48G68-R1 remain uncl�anged, Pleasc return yonr signed agrecment letter, along with a copy of your current iyasua�sti�ce certi�cate, to tkae acldR�ess set fo��t1� be[ovv. Plcase lo� onto I3iiySpeed Online at htE�_//fortwo��thtexas.goy/Uurchasin_�; to iiis�u•e that your comp�ny infari�latio�� is correcf an<t up-to-date. If you have any c�uestioi�s concerniu�; this Request for Contract Renewt�l, please contact me at th� talephotte �tiumber listed be�ow, Sincerely yaurs, .�� So��ia 5iiigleton, MBA Assistant Directar 817-3 -5774 _ Yas, renew tftis co►atr�ct for a o��e year pea'iod e��dit�g o�i December 3 l, 2019. _ Na, o �iot feiiew El�is coa�tract. By: ai Shah President C�TY O�' I+'ORT WORTH: � Fernan o Costa Assist�»t City MAna�er Date: t� � �� . n��iy f. �tsayse City Secreta�y �� ,. � :�- C� �'• �,•� � -� �, �'r �` �f �� Date: _ / �,ZG�I� , M&C No. NIA �.. �� i i : rt.� John B. g, ` sis�aat, 'ty Attomey Page 2 SHAH Softwa��e, Inc. License Agreenlent Co�tt•act No. 48668-Renevval Terzn Na. Z Contract Compriance MaY�age�•: By sib ing belo�.v, I acl��awledge that I a�n the �ersart responsib�c for the moniloE�itig a�d �dzaai�aistz'�tion of this corzt►'act, Encluding ensi�ring alI perfonnance and repo�-tiilg 1•equire3ne�its. � ., � , � r 4'` �;r, _„ --.,__.._�_, tT: �r :.�`lr' -3f��/�11.. �� Sonia Sinbleton ' �I � i.% Assistant Director Tii�e 'd f �� \� O �� ,( � . .. .� �� n�� c;�, ' �� GC�: �,��s CSC Na: ��lp��' �� CITY OT FORT WORTH R�QUEST TO EXERCISE RENEWAL OPTION Janua��y 22, 202p SHAH Softwa�•e, Inc. 1 Collinway Place Dallas, Texas 7S23Q Re: REQUEST TO EX�RCISE RENEWAL OPTION Lice�tse Agreeme��t Contract Na. CSC No. 48668 (the "Contract") Renewal Tet•m No. 3 Tlae above refereuced Contract Renewal No. � expired on December 3I, 20i9. Pursuant ta the Conti•act, renewals are at the mutual agreeinent of the parties. This letter is to infoi•n�► you that the City requests renewal of CSC No. 48668 for an additio�3a1 one year period, which will begin immediately upo�l tl}e expiration of the current term and wil] end on D�cembe� 31, 2020. A1i other terms and conditions af CSC Na. 4866$, 48668-R1 and 48668-R2 remain unchanged. Please a•efua•n your signed agreement letter, along with a copy of yQur current insurance certificate, to the adc��ess set fae•th belo�v. �'lease log o�zio tile PeopleSoft Supplier Poi�ta] at h�7:/l1or��-��rthtcxas.;�c�pu�•ch��sinr� to insure that yaut• company information is coz'a'ect and up to date. If you have any questians concer�iiiig this Request for Contract Renewal, please contact me at the telephone nu�nber ]isted below. Sincerely yo�rs, Sonia Sing[eton, MBA Assistant Dieecto�• 8 ] 7-392-5774 X_Yes, renew this contract fo�• a one year period endin� on December 31, 2020. No, do not renew this conteact. By:_ ��-�� Date: _Januairy 2z, 2020 Jagat Shah President Pa�e 2 SHAH Software, Inc. License Agreement Contract Na. �48668-Renewal Term No. 3 CITY OF FORT W�RTH �G..,�.-...� ,C.w�� Fernando Costa Assistant City Manager � � i �- ,-- �� i John . Strong ; � Assistant City Attorn�y,� a�y /�. ICayser ty Secretasy M&C: Not Applicable �F ��RT� �-� ��Q� �: -:;� � :� r' �4 �''�,�t;'�: `��'J ''n;� //zG/xoxo D�tC CONTRACT COMPLIANC� MANAG�R: By signing below, I aeknowledge tl�at I ain tife �erson respo��sib�e for• the inonitoring a�►d adtninistration of this contract, including ensuR'ii�g all performance and reporting requirements. � r � , r/ � � �' �-- � l,� -�J�� ', So��ia S�ngle on Assistant Diiector � CSC No. 48668-A4 FOURTH AMENDMENT TO FORT WORTH CITY SECRETARY CONTRACT NO. 48668 This Amendment is made between the City of Fort Worth ("Licensee"), a municipal corporation, acting herein by and through Fernando Costa, its duly authorized Assistant City Manager and Shah Software, Inc. ("Licensor"), acting herein through Jagat Shah, its duly authorized President. WHEREAS, Licensee and Licensor entered into an Agreement identified as Fort Worth City Secretary Contract No. 48668 for licensing fees in the amount of $20,130.00 for a period of one year beginning January l, 2017; WHEREAS, City Secretaiy Contract No. 48668 was amended to include additional licensing fees as identified in Fort Worth City Secretary Contract No. 48668-A1 in the amount of $5,032.00; WHEREAS, City Secretary Contract No. 48668-A2 was amended to include additional services from the Licensor due to changes in the National Performance Indicators that must be entered into the software system in the amount of $1,500.00; WHEREAS, City Secretary Contract No. 48668-A3 was amended to include a CSBG Report File Upload Module in the amount of $3,650.00; WHEREAS, it is the collective desire of both Licensee and Licensor to renew Fort Worth City Secretary Conhact No. 48668 for a period of one yea.r beginning January 1, 2021; and NOW THEREFORE, KNOWN ALL BY THESE PRESENT: the Parties agree as follows: 1. Fort Worth City Secretaiy Contract No. 48668 is hereby amended by replacing `BXHIBIT A" under "YEARL,Y LICENSE FEE: $20,130" with the following: Annual Licensing-Software: Annual Licensing-LIHEAP Module: Annual Licensing-Weatherization Module: Annual Licensing FASTRACK: Annual Licensing-CSBG Upload Module: TOTAL COST FOR 2020: $17,700 $1,500 $2,430 $5,032 1 550 $28,212 Costs will be added to LICENSE AGREEMENT renewals as referenced in Section 5.1 of Foi-t Worth City Secretary Contract No. 48668. 2. All other terms, provisions, conditions, covenants and recitals of the Agreement not expressly amended herein shall remain in full force and effect. Fourth Amendment to Fort Worth City Secretaiy Contract No. 48668 Page 1 of 2 Executed effective as of the date signed by the Assistant City Manager below. FORT WORTH: City of Fort Worth � �- $y; Fernando cosca (Jan 7, zozl ll:zs csr) Name: Fernando Costa Title: Assistant City Manager Date: Approval Recommended: By: Name: Title: Attest: ✓� �u,�,,-�_ Contract Compliance Manager: By signing below, I acicnowledge that I am the peison responsible for the monitoring and administration of this cont�•act, including ensuring all performance and reporting requirements. �aSngle�• �Jan 6, 202116:P CST) By. Sonia Name: Sonia Singleton Title: Assistant Director Approved as to Form and Legality: Victor Turner � t D� Director, Neighborhood Services Depart �: ,Bs�,o��„a�, z11o:oo�ST, Name: John B. Strong Title: Assistant City Attorney By; �Y�C�-��'�- Name: Mary Kayser Title: City Secretary VENDOR: Shah Software, Inc. J [ SF� �(Jan 6, 202116:14 CST) By: Name: y Jagat Shah Title: President Date: Contract Authorization: M&C: Not Required Fourth Amendment to Fort Worth City Secretaiy Contract No. 48668 Page 2 of 2 CSC No. 48668-R4 CIT'Y OF FOI2T'WORTH REQUEST TO EXE�2.CISE RElVEWAL O�'TION December 16, 2020 SHA�-T Soflware, Inc, 1 Collinway Place Daitas, Texas 75230 Re: REQUEST TO EXERCT�SE RENBWAL OPTION License Agreemeni Contract No. CSC No. 48668 (the "Contract") Renewal Teirn No. 4 The above referenced Contract Renewal No. 3 expired on December 31, 2020. Pursuant to the Contract, renewals are at the znutual agreement of the parties. Tlus letter is to anfoim you that the City requests xenewal of CSC No. 48668 for an additional one year period, which will begin immediately upon the expiration of the cur�ent term and will end on December 31, 2021. All other teirns and conditions of CSC No. 48668, �8668-R1, 48668-R2 and 48668 R 3 remain unchanged. Please return your signed agreement Ietter, along wltu a copy of �our current iusurance cer 't�#'ti cate via email address aAil.duncant�a,fortworthtexas.�ov. Please log onto the PeopleSoft Supplier Portal at �ttp�//forworthtexas,�ov/purchasing to insure that your company information is correct and up to data. Yf you have any.questions concerning this Request for Contract Renewal, please contact me at the telephone number listed below. Sincerely yours, Sdn1� SInAle�on _ __ __— SonI�5lntteton ec16,10101458CSii Sonia Singleton, MBA Assistant Director 81'7-392-5774 �_ Yes, xenew this contract for a one year period ending on December 31, 2021. No, do not xenew this contract, By;. shahjh(D 6 202021:i2csTj Date: �2/.L6/ZO2� 7agat Shah 2021 SHAH SOFTWARE, INC. REQUEST TO EXERCISE R�NEWAL OPTION NO. 4 COMMUNITY ACTION PARTNERS PROGRAM CITY OF FORT WORTH �� Fernando Costa (Jan 25, 2021 10:42 CST) Feinando Costa Assistant City Manager APPROVED AS TO FORM AND LEGALITY: � � o� JBStrong(Jan25, 02109:SdC5T) J.B. Strong Assistant City Attorney ATTEST: �� Mary J. Kayser Ciiy Secretary M&C: N/A By signing below, I acicnowledge that I am the person responsible for the monitoring and administration of this contract, including ensuring all perfoi�rnance and reporting requirements. � • �.• I Sonia inglet (Jan 21, 20211129 CST) Sonia Singleton, Assistant Director Neighborhood Seivices CITY SECRETARY // CONTRACT N0. LI �U1 C� � LICENSE AGItEEMENT This License Agreement (this "Agreement") is entered into as of Jan l, 2017 (the "Effective Date") by and between the following: LICENSOR: SHAH SOFTWARE, INC. 13GO l PRESTON RD, STE E 450 DALLAS, TEXAS 75240 (800) 968-2748 (432) 224-1014 (facsimile) I,ICENS�E: CITY OF FORT WORTH 200 TEXAS STREET FORT WORTH, TX 7G 102 PH: 1 817-392-5700 RECITALS WHEREAS Licensor develops and markets web based computer softwace applications (on demand software) foc Client Tracking, Project Traciciug commonly referred to "CaseManager — NewGen;" and WHEREAS Licensee desires to acquire a license to use the software and Licenso►• desires to grant Licensee the license. NOW THEREFORE, for good and valuable consideration, receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: 1. DEFINITIONS 1.1. "Software" means Licensor's core web-based soflwace application for Client Tracicing, Project Tracicing known as "CaseManager — NewGen". Software as used herein shall also include any options or modules addeci to the core application as identified on Exhibit B hereto, incorporated herein, which may include linking to Hacdware and custom modules. 1.2 "Documentation" means all user manuals and other written material created by Licensor to describe the fiinctionality or assist in the use of the Software. 1.3. "Hardware" means the optional hacdware, if any, identified on Exhibit C, attached hereto and incorpocated herein, procured for Licensee by Licensor. --------------------------------------------------------------------------------------------------------------------- SHAH and CFW license Agreement Execution Copy 2/3/17 lofll � Licensee lnitial V 1.4 "License Fee" means the fee to be paid Uy Licensee to Licensor as consideration for the license(s) gcanted under this Agreement and the right to use the Softwace and the Documentation, as further described herein and on Exhibit A. 1,5 "Repo��ts" mean all Community Services Bloc(c Grant (CSBG) and Comprehensive Energy Assistance Progcam (CEAP) reports as Texas Depai�tment of Housing and Community Affairs (TDHCA) requires, including programmatic and financial reports, along with the ability to query and generate reports on demographics, secvices, outcomes, etc., specific to Community Action Partners. 2. GRr1NT OF LICENSE 2.1. Grant. Subject to the terms and conditions set forth in this Agreement, Licensor hereby gcants to Licensee a nonexclusive, nontransferable license in the Software, to use the Sof�ware exclusively for Licensee's business pu�poses and to use the Docwnentation solely in connection with Licensee's use of the Soft�vare, for use only by the number of licensed users pecmitted on Exhibit A. 2.2, License Restrictions. EYcept as specifically gcanted in this Agreement, Licensor owns and retains all right, title, and interest in the Soflwace, Documentation, and any and all related materials. This Agceement does not transfer ownership rights of any description in the Software, Documentation, or any related materials to Licensee or any thu•d party. Licensee will not modify, reverse engineer, or decompile the Software, or create derivative worlcs based on the Software. Licensee will not gcant access to the Software to any persons or entities other than Licensee's employees, consultants, or contractors and then only to the number of licensed users specified in E:chibit A. Licensee may not sell the Software or right to use the Softwace to any person or make any other commercial use of the Softwace. Licensee will retain all copyright and trademark notices on the Soflware and Documentation and will talce other necessary steps to protect Licensor's intellectual property rights. 3. F�ES & COSTS 3.1. License Fees. In consideration for the License gcanted to Licensee under this Agreement, Licensee shall pay Licensor: (a.) Annual License Fee The fee provided in Exhibit A attached hereto, and incorporated herein, annually, in advance for each term of this Agceement, which inc(udes the Software license fee, annual maintenance and support, web --------------------------------------------------------------------- SHAH and CFW Ilcense Agreement Execution Copy 2/3/17 2 Of 11 Lfcensee initial hosting and the fees for any additional module or component identified on Exhibit B. (b.) Initial Set-up Account Creation Soflwace Up�rade and Map Licensint�. A one- time, non-reoccurring fee of $0 payable on or after the Effective Date but prior to the Commencement Date. 3.3 Taxes. Licensee is a tax exempt entity and shall not be liable for any taxes pursuant to this Agreement. 4. LICENSOR'S OBLIGATIONS 4.1. Deliverables. On the Commencement Date or Conversion Date speciiied in Exhibit A of this Agreement, Licensor will pcovide (i) access to the Software, limited to the number of users as specified in Exhibit A, for Licensee's use, together with the Documentation. 4.2 Re�oi•ts. Licensor shall provide Licensee with the ability to download and save Reports in CSV or pdf focmat for day-to-day use of the hosted solution. 4.3. Support and Maintenance. For so long as Licensee subscribes to the Soflware, and for so long as Licensor offers support and maintenance for users of the Software, Licensor will provide Licensee with telephone technical support, software upgcades as developed, webinacs on request in connection with Licensee's use of the Software included in Licensee's annual license fee. 5. TERM AND TERMINATION 5.1. Term. This Ag►•eement is effective on the Effective Date first specified above. The initial term of this Agreement shall be one (l) year fi•om the Effective Date. Unless sooner terminated as set foi�th in Sections 5.2 and 5.3, below, the Agreement shall be renewable at the option of the Ciry for four (4) additional terms of one year each. The Ciry shall provide Consultant with wcitten notice of its intent to renew at least thicty (30) days prior to the end of each term. 5.2. Termination for Convenience. Licensor or Licensee may terminate the Agreement at any time and fi•om time to time on thirty (30) days' pi•ior written notice to the other. Licensor's notice of any termination for convenience must be accompanied by a refund of any p►•orated payments received by Licensor in advance for months beyond the termination date. Licensor may also terminate this Agreement as to any additional modules, applications, or components in excess of the core application (as identified on E�ibit B) upon thirty (30) days' written notice (without discount or refund) if (i) Licensor's core soflware application no longer supports such additional --------------------------------------------------------------------------------------------------------------------- SHAH and CFW iicense Agreement Execution Copy 2/3/17 3of11 Licensee initial modules, applications, or components or (ii) Licensee fails to upgrade any Hai•dware or acquire additional hardware necassary to malce such modules, applications, or components compatible with Licensor's core application software. 5.3. Termination for Cause. Either party, as applicable, will have the right, in addition, and without prejudice to any other rights or remedies, to terminate this Agreement as follows: a. By Licensor, on 25 days' written notice, ifLicensee fails to pay the amounts due to Licensor puisuant to this Agreement; b. By Licensor, on 15 days' written notice, if there is a change in control of Licensee, whether by sale of assets, stocic, merger, or otherwise; c. By either party for any material breach of this Agreement, other than failure to make payments ttnder Section 3, that is not cured within 10 days of receipt by the pacty in default of a notice specifying the breach and requiring its cure; or d. By either party, immediately on written notice, if: (i) all or a substantial poi•tion of the assets of the other party are tcansferred to an assignee for the benefit of cceditors, to a receiver, or to a trustee in banla•uptcy; (ii) a proceeding is commenced by or against the other pai�ty for relief under bankruptcy or similar laws and such proceeding is not dismissed within 60 days; or (iii) the other party is adjudged banlu•upt. 5.4. Ri�hts on Termination. Licenso�• has and reserves all rights and remedies that it has by operation of law or otherwise to enjoin the unlawful or unauthorized use of the Software or Doa�mentation, including, without limitation, terminating Licensee's access to the Software. Upon termination, Licensee shall have the right to ceceive from Licensor, a copy of all Licensee data generated through the hosted solution in a format that is machine readable with the ability to do�vnload and i►nport data in a manner that is acceptable to Licensee. Licensor shall pi•ovide such data to Licensee within five (5) calendar days following the effective date oftermination. Sections 6, 7, and 8 will survive termination or expiration of this Agceement as will any cause of action or claim of either pai�ty, whether in law or in equity, arising out of any breach or default. 6. WARRANTIES, DISCLAIMER, AND LIMITATIONS 6.1. Warranties. (a.) Soflware and Documentation. Licensor hereby warrants to Licensee that Licensoi• is the owner of the Softwa►•e and the Documentation or has the right to grant to Licensee the license to use the Soflware and Documentation in the manner and for the purposes set forth in this Agreement �vithout violating any rights of a third pa��ty and that the media containing the Software will be fi�ee from defects fo►• a period of ninety (90) days fi•om the --------------------------------------------------------------------------------------------------------------------- SHAH and CFW Iicense Agreement Execution Copy 2/3/17 4 of 11 Licensee initial ,�_ ��V date of deliveiy to Licensee, provided that this warranty does not covec defects in the dislcettes due to Licensee's misuse of the software niedia or an accident subsequent to delivecy to Licensee. (b.) Third Pai�tv Goods or Services. To the extent the items delivered pursuant to this Agceement include any product developed, manufactured, or delivered by a parson or entity other than Licensor, inchiding but not limited to goods, services, soflware, licenses, applications or code, mobile data computers, tablets, or terminals, LICENSOR EXPRESSLY DISCLAIMS AND EXCLUDES ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLiED, ORAL OR WRITTEN, INCLUDING, WITHOUT LIMITATION, ANY AND ALL IMPLI�D WARRANTIES OI' MERCHANTABILITY AND ANY AND ALL WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE. All such third party products are delivered and accepted by Licensee "AS-IS, WHERE-IS, and �vith ALL FAULTS." 6.2. Disclaimer. THE WARRANTIES SET FORTH IN SECTION 6.1, ABOVE, ARE IN LIEU OF, AND THIS AGREEMENT EXPRESSLY EXCLUDES, ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, ORAL OR WRITTEN, 1NCLUDING, WITHOUT LIMITATION: (a) ANY WARRANTY THAT THE SOFTWARE IS ERROR-FREE, WILL OPERATE WITHOUT 1NTERRUPTION, OR IS COMPATIBLE WITH ALL EQUIPMENT AND SOFTWARE CONFIGURATIONS; (b) ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY; AND (c) ANY AND ALL WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE. G.3. Remedies on Breach of Warranty. In the event of any breach of the warranty set forth in Section 6.1 (a) above, Licensee's exclusive remedy will be for Licensor to promptly replace defective softwace media. In the event of any other breach of the wa►•►•anty set forth in this Section 6, Licensee's exc(usive remedy will be for Licensor to refund the license fees actually received from Licensee and applicable to service dates fi•om the date of breach forward. 6.4 Limitation of Liabilitv. LICENSOR IS NOT LIABLE FOR ANY INDIRECT, 1NCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, INCLUDING THE LOSS OF PROFITS, REVENUE, DATA, OR USE OR COST OI' PROCUREMENT OF SUBSTITUTE GOODS INCURRED BY LICENSEE OR ANY THIRD PARTY, WHETHER IN AN ACTION --------------------------------------------------------------------------------------------------------------------- SHAH and CFW license Agreement Execution Copy 2/3/17 Sofll Licensee initial � 'V ° 1N CONTRACT OR TORT OR BASED ON A WARRANTY, EVEN IF LICENS�R OR ANY OTHER PERSON HAS BEEN ADVISED OF THE POSSIBILITY OI' SUCH DAMAGES. 7. CONFIDENTIALITY 7.1. Confidentialitv. Licensee acknowledges that the Software and Documentation, and all infor►nation relating to the business and operations of the Licensor that Licensee learns or has learned during or prior to the term of this Agreemant, is the valuable, confidential, and praprietary information of the Licensor. Ducing the period this Agreement is in effect, and at all times afterwai•ds, Licensee, and its employees, contractors, consultants, and agents, will: a. safeguard the confidential information with the same degcee of care that it uses to protect its own confidential iuformation; b. maintain the confidentiality of this information in accordance with Texas law; c. not use the information except as permitted under this Agreement; and d. not disseminate, disclose, sell, publish, or otherwise malce available the information to any third pacty without the prior wi•itten consent of Licensor. 7.2. Limitations on Confidentialitv Restrictions. Section 7.1 does not apply to any information that: a. Is already lawfully in the Licensee's possession (unless received pursuant to a nondisclosure agreement); b. Is or becomes generally available to the pttblic through no fault of the Licensee; c. Is disclosed to the Licensee by a third party who may transfer or disclose such information withottt restriction; d. Is required to be disclosed by Licensee as a matter of law (provided that the Licensee will use all ceasonable efforts to provide the disclosing party with prioc notice of such disclosure and to obtain a protective order therefore); e. Is disclosed by the Licensee with the disclosing party's approval; and f. ls independently developed by the Licensee without any use of confidential information. In all cases, the receiving party will use all reasonable efforts to give the disclosing party 10 days' prior written notice of any disclosure of information under this agreement. 7.3. Iniunctive Relief for •Breach. Licensor and Licensee acicnowledge that any breach of Section 7.1 by a receiving party will irreparably hacm Licensor. Accordingly, in the event of a breach, Licensor is entitled to promptly seek injunctive relief, without the reqi�icement to post a bond, in addition to any other remedies that Licensor may have at law or in equity. --------------------------------------------------------------------------------------------------------------------- SHAH and CFW Ilcense Agreement Executlon Copy 2/3/17 6of11 Licensee initial �_ �N S.GENERAL �.1. Assi�m�ent. Licensee may not �tssign, sublicense, or transfer I,icensee's rights or delegate its obligations under this Agceetnent without Licensor's prior wcitten consent. This Agceement �vill be Uinding on the successors and assigns of Licensee. 8.2. Entire Agreement. This Agreement, along with the executed Addendum and the Exhibits attached and refereuced in this Agceement, including Licensor's "Terms and Conditions" attached hereto as Exhibit C, constitute the final and com�lete understanding beriveen the parties, and replaces and supersedes all previous oral oi• written agreements, understandings, or acr�ngeroents between the pacties with respect to the subject mattec contlined in t11is Agreement. 8.3. Notices, Except as otherwise pcovided in tltis Agreement, noticcs required to be given pursuant to this Agceement will be effective tvhen received, and will be sufficient if given in writing, h�nd-delivered, sent by facsimile with confirmation of receipt, sent by First Class Mail, return receipt requested, postage prepaid, or sent by overnight courier se�vice and addressed as provided on page 1 of this Agreement or such othec addcess as tl�e parties may provide to tlie otliec in wciting. 8.4. Governin�Law and Jucisdiction. Tlie license is sold and delivered in Dallas, Texas. This Agreement will be govei,�ed by and consh•ued in accordance with Texas law, without regard to the principles of conflict of.laws. Venue shall be propec only in Tarrant County, Texas. 8.5. Severabilitv. In case any provision of this Agreetnent is held to be invalid, unenforceable, or illegal, the provision will be severed fi•om this Agt•eement, and such invalidity, unenforceability, or illegality will not affect any othcc provisions of this Agceement. IN WITNF,SS, the parties have caused this Agreement to be ea:ecuted as of the date �vritteu above, LICENSOR: SHAH S FTWARE, INC. By: Ja Shah, Presidetit LICENSE�: i �Lc�d�(.,�� By: Ciry of Foi�t Worth Name: Fernando Costa 'I'itle: Assistant City Manager ------------------�------_-----------------�__-------------------------------------------------_____----_________-_-- SHAH and CFW Ilcense Agreement Executlon Copy 2/3/17 7of11 , Licensee iniiial � � ATTEST: ,,,�,�.�.. �. By: Mary ays c City Secretary �� r��! �,� �� '•, �� "� �� ,�� 3�:: �: � ,n_ .�.��g _ s APPROV�D AS TO TORM AND LEGALITY: : � ;,� � � _ _� By: / Jessica Sa gsvang Assistant ity Attorney II rorm 1295 Cei�tification No. N/A M&C: No: N/A CONTRACT COMPLIANCE MANAG�R: By signing, I acicnowledge that I am the person responsible for tl�e monitoring and adminish•ation of this contract, incinding eitsuring all pecformance and reporting requirements. F �f ) ��?'Ul�'� � " �,� � Name:6�Btr+�an , a�S7ru�j(��v1 Title: S,:�--��`rt=�-^��-�r:-�,t Ass�S%a�'.Direel%� --------------------------------------------------------------------------------------------- SHAH and CfW Iicense Agreement Execution Copy 2/3/17 gOfli Licensee initial�� "� �XHIBIT A NO.OF LICENSED USERS: YEARLY LICENSE FEE: - COMM�NCEMENT/CONVERSION DATE: r, �rtv $20,130 JANUARY 1, 2017 --------------------------------------------------------------------- SHAH and CFW Ilcense Agreement Execution Copy 2/3/17 90f11 Licensee iniiial � � EXHIBIT B ADDITIONAL APPLICATIONS OR MODULES: LIHEAP PERFORMANCE REPORTING MODULE WEATHERIZATION MODULE --------------------------------------------------------------------------------------------------------------------- SHAN and CFW Iicense Agreement Executlon Copy 2/3/17 10 of 11 Licensee initial � � �XHIBIT C T�R�is or usc LIABLti TOR RI;PLACGMEN'T COS'I'S Or' TH� SOIT�VA1tL SHUU �.0 LICCNSOR BIiGACH THIS AGRCGB1liNT. Although Licensor hns attempted to find and correct any bugs in Ihe soChvare, Licensor is not responsible for any dTmage or losscs oF eny kind caused by Ihe use or misuse of the programs. Licensur shall not be liable nor decmed to be in def�ult of this Agreement fur any delays, errors, malftmctions, compltibility problems, or brcakdotvns with respect to the system, equipment, datn, or services provided here�mder or used in comieclion herewith. However, Licensor shall have the problems fixed �vithin hvenly-four (24) hours of whcn the problem hns been identified. Pn}�menr. User shall pay to Licensor in the fecs pursuant to its License Agreement. Liccnsor shall not increasc rAtes tvithout first notifying User by providing n lhirty (30) day ndvance notice. Liceusor shall only be able to raise rates 1t lhe time of ihe �nnu�d renewal, end Ihe iucrensed mte shnll not exceed one percent (1%). Failure of Licensor to issue any invoice or bill shall not relieve User of lhe obligation to pay for uny charge owed Licensor hercundcr. User shall pay all fees and other charges �vilhin the eadier of fifleen (IS) days Gom the receipt of an invoicc or, for n renewal license tenn, tluee (3) days of Ihe start of the licensc term. Licensar shall havc ihe right to tenninute Uscr's necess, witi�out notice, if any invoice remains unpaid for more thnn lhirty (30) days. User shall provide Licensor a lax exemptimi form documenting thnt it is not responsibie to pay taaes under Ihis Agreement. Notice. All notices, requesis, demnnds, or other cotnmm�ications hereunder shnll b� in writing, hand delivered, sent by first class mail, ovemight mail, or facsimile (upon electronic con(irmation thnt the transmission wes received), and shall be deemed to have been given when reccivcd At lhe addresses slaled on this invoice. Any notice provided by facsimile which is received a(icr h:00 p.m. local timc shall be deemed reccived the follo�ving busincss day. A party ntay change its addresses for nolice on not less thnn ten (10) business days' prior �vritten notice to thc other party. Notice lo Uscr shall be addressed to the Cily's Assistant Ciry Manager over Neighborhood Services, and u copy of lhe notice will be sent lo thc City Attomey nt thc snme address. Ca fderilial & Propriern�ybrjornmtion. User undcrstands that Uie information it has nccess to lhrough die right of access to Licensor's soIlware andlor facilities may be confidential aud proprietary nature, nnd Uscr may hereinafter have access to otlier informntion of Licensor which may be con6dential aud proprielary nnture nnd cotdd result in irzeparable harm ro Licensor if any such confidential ar proprictary information is direclly or indirecUy: (I) used by User for eny purpose other than ns speci�cally set forth hereLr or (2) disclosed to �uy third party. Accordingly, except as may be required under state law, User agrees not to use the infonnation for other purpuses or disclose or allow nccess to sucl� information or sofhvnre to any third party. User agrees that n breach of these conditions shell be grounds sufficient for immediate termination of its use and legal as well as injunctive relief. The Parties agree that Uscr's release of any informatim� required by law will not be considered a breach of this Agreement. AlodrfrcnNons. Licensor retains the right, in its sole discretion, to enhancq modify, or alter thc operatimi of ilie soRware at any limc and furthcr rctains the right lo make such eni�ancements, modifications, or alterations generally nvailable to other users of the so[iware, except Licensor will uot impede 8ie User's nbility to �ccess its dala or infonnation and any such enhancemenl, modificution, or alteration must be of equal or grcatcr vahie to �vhat tl�e User has paid for. Tide. Tillu and full and complete o�v��ership rights to ell Licensors o�nied or developed so8ware (including source and object code) and other technical specifications, addresses, or coniigurnlions (collectively lhe "Sothvare") associated with or cmri�ined in lhe syslcm or used by User in co�wection herewith shall remain wilh Licensor. User understat�ds und ngrces lhat Licei�sots owned or devcloped Sofivare is Licenso�s Irnde secret, proprietnry infominlion, and confidential information �vhether any portion thereof is or may bc validiy copyrighted or patentcd. Any Software provided to User is providcd by license only, and such license is persoual, nonexclusive, nontransferable, and limited lo the right to use such SoRware only according to gttidelittes estabiished by this Agreement. 3uch Soflware shall be utilized by User only in t�ccordance with these'ferms of Use contnined in tl»s Agreement nnd shall not be copied, dupliceted, reproduced, mauufaclured, Jccompilcd, reverse engineered, incorporated into any so(iware (including any source code, object code, or algoritiuns), modificd or disclosed in any fonn by nny mcdia lo nny other person or party, unless required under state law. dliscellnneous. Nothing lierein is intended or sl��ll be wnstmed to creute or establish nn agency, parincrship, or joint venture relationship bctwcen the parties. The captions herein are for convenience only und in no �vay define, limit, ar enlarge the scopc of any of the provisions therein. No �vniver by either party of any provision or nny breach of tl�is �greement constitutes T waiver of any o�her provision or brench, and no �vaiver shnll be effective tmless made in writing. 'I'lie right of eilher party lo require strict pertormance and observ�nce of �ny obligalions hereunder shall not be aRected in any �vay by any previous wuiver, forbearance, or course of dealing. Escept for Users obligation to mnke p�yments hereunder, neithcr perty will be deemed in default as a residt of a delay in performance or failure to perfomi its obligations caused by acts of God or govemmental authority, strikes or labor disputes, fire, ucts oCwar, failure of third-party suppliers, or for any other cause beyond lhc conlrol of thnt party. Uscr sh�ll not sell, Assign, license, sublicense, franchise, or otl�envise convey in whole or in part la any third party any of ihe services provided herc�mder without Ihe prior wrilten cousent oFLicensor. This is 1 nonexclusive agreement. Similar agreements may be entered inlo by eiUter parly with any other person. This agreement shall be govemed by, conslrued, interpreted, and enforced according to the ITws of the State of Texas, without regard to principles of conflict oF laws and rules. Each party l�ereby consents to the nonexclusive jurisdiction of the courls of lhe Stete of Texas and United Stntes federal courts located in the State ofTexas to resolve any dispule arising out oflhis agrcemcnt. Venue for any suit brought imder this Agreement shall be in a wurt of competent jurisdictimi in'1'arrant Counly, Tcxas. In the event that any material provision of these tenns nre detennined to bc invalid, unenforcenble, or illegal, Ihen such provision shall be deemed to be superseded and lhe parties' agreement modified with a provision which most nearly corresponds to the intent ofthe parties and is valid, enCorceable and legnl. ---------------��--------------------------------------------------------------�-----..-.._--------------------------- SHAH and CFW Ilcense Agreement Executlon Copy 2/3/17 llOfll Licensee initial � � Uscr agrees to abide by these terms of usc, as may Be cl�anged from timc �o time upon uotice in the Licensor's sole discretion. ciry s�ca�r�v � , CONTRACT(�, ,� L !�<<' C��'� �� I - -�.�,_. �ORT �ORTI-X STAND� FORM ADD�NDUM OI+ x'HE CITY OF FORT WORTH, TEXAS ?o: Sales Contract and License Agreement With: Shah Software, Inc. Notwithstanding any language to the contrary in the attached Agreement presented by Shah Sof[ware, Inc., ("Contractor") for Client Tracking software upgrade referred to as CaseManager-NewGen ("services"), the City of Fort Worth ("City") and Contractor (collecfively fhe "parties") hereby stipulate by evidence of execution below by a representative of each party duly authorized to bind the parties hereto, that the parties hereby agree to the following: 1. Insurance: The City is a governmental entify under the laws of the state of Texas and pursuant to Chapfer 2259 of fhe Texas Government Code, entitled "Self-Insurance by Governmental Units," is self-insured and therefore is not i�equired to purchase insurance. To the extent the Agreement requires the City to purchase insurance, the City will provide a letter of self-insured status as requested by Contractor. To the extent the Contractor will be providing Technology services for the City, including but not limited to, soflware implementation, data migration, hosting services, maintenance and support services, or any other services which will require contractor to access to the City's network, servers, or computers, Contractor shall maintain Technology Errors & Omissions insurance coverage in an amounf acceptable to the City. 2. Indemnity: To the extent the aitached Agreement requires the City to indemnify or hold Contractor or any third party harmless from damages of any kind or character, such obligations are not binding upon the City. 3. Attorneys' Fees, Penaltfes, and Liqufdated Damages: To the extent the attached Agreement requires the Ciiy to pay attorneys' fees for any action confemplated or taken, or penalties or Ifquidated damages in any amount, the City shall not be liable for attorney's fees of Contractor or any third party, or any other fees or penalties or other such obiigations. 4. Insurance by Contractor: 4.1 The Contractor shall carry the following insurance coverage with a company that is Iicensed to do business in Texas or otherwise approved by the City: 1. Commercial General Liabilitv a, Combined limit of not less than $2,000,000 per occurrence; $4million aggregate or b. Combined limit of not less than $1,000,000 per occurrence; $2,000,000 aggregate and Umbrella Coveraqe in the amount of $4,000,000. Umbrella policy shall contain a follow-form provision and shall include coverage for personal and advertising injury. c. Defense costs shall be outside the limits of liability. 2. Automobile Liability Insurance covering any vehicle used in providing Services under this Agreement, including owned, non-owned, or hired vehicles, with a combined limit of not less than $1,000,000 per occurrence. 3. Professional Liability (Errors & Omissions) in the amount of $1,000,000 per claim and $1,000,000 aggregate limit. �, Statutory Workers' Compensation and Employers' Liability Insurance requirements per the amount required by statute. 5, Technology Liability (Errors & Omissions) a. Combined limit of not less than $2,000,000 per occurrence; $4million aggregate or b. Combined limit of not less than $1,000,000 per occurrence; $2,000,000 aggregate and Umbrella Coveraae in the amount of $4,000,000. Umbrella policy shall contain a follow-form provision and shali (nctude coverage for personal and advertising injury. The umbrella policy shall cover amounts for any ciaims no# covered by the primary Technology Liabilify policy. Defense cosis shall be outside the limfts of liability. (a) Coverage shall include, but not be limiked to, the following: (i) Failure tti prevent unauiharized access (ii) Unauthorized disclosure of informafion (iii) Implantation of malicious code or computer virus (iv) Fraud, pishanest or Inteniional Acts with final adjudication language (v) Intellectual Property Infringement coverage, specifically including coverage for intellectual property infringement claims and for indemnification and legal defense of any claims of infellectual properfy infringement, including infringement of patent, copyright, frada mark or trade secret, brought against the City for use of Deliverables, SofEware or Services provided by Contractor under fhis Agreement. Technology coverage may be provided through an endarsement to the Commerc(al Generat Liabllify {CGL) policy, a separate policy specific ta Technology E&O, or an umbrella policy that picks up coverage after primary coverage is exhausted. Either is acceptab(e if coverage meefs all other requirements, Technology coverage shall be wriften to indicafe that legal costs and fees are considered outside of the policy limits and shali not erode limits of liability. Any deductfble will be the sofe responsibilify of the�Contractor and may noi exceed $50,000 without the wriften approvai of the City. Coverage shail be claims-made, with a retroactive ar prior acts date that is on or before the effective date of this Agreemant. Coverage shall be maintained far the duration of fhe contracfual agreement and for two (2) years foUowing completion of Services provided. An annual certiflcate of insurance, or a full copy of' the policy if requested, shail be submitted to the City io evidence coverage. 6. Any other (nsurance as reasonabiy requested by City. 4,2 General tnsurance Requiremenfs: 1. All applicabie policies sha(( name the Ciiy as an additional insured thereon, as Its interests may appear. The term City shall include its ernployees, a�cers, o�cials, agents, and volunteers in respect to the coniracfed Seroices. 2. The workers' compensation policy shali include a Waiver of Subrogatlan {Right of Recovery) in favor of the Ci#y of ForE Worth. 3. A minimum of Thirty (30) days' notice of cancellation or reductian in limits of coverage shall be provided to the City. Ten (10) days' notice shall be accepta6le in the event of non-payment of premium. Notice shail be sent to the Risk Manager, City of Fork Worth, 200 Texas St., Fort Worth, Texas 76902, with copies to the City Attorney at the same address. 4. 7he insurers for all policies must be licensed andlor approved to do business in the State of Texas. All insurers must have a minimum rating af A- Vii in the current A.M. Best Key Rating Guide, or have reasonably equivalent financiai strength and solvency to the satisfaction of Ftisk Management. if the rating is below that required, written approval of Risk Management is required. 5. Any failure on the part of the City to requesf required insurance documentation shall not constitute a waiver of the insurance requirement. 6. Cerfificates of tnsurance evidencing thai the Contractor has obtained all required insurance shail be dalivered to and approved by the City's Risk Management Division prior to execution af this Agreement. 5. Governing I.aw and Venue: This Agreement and fhe rights and obligations of the parties hereto shall be governed by, and construed in accordance with the laws of the Unifed States and the state of Texas, exclusive of conflicts of laws provisions. Venue for any suit brought under this Agreement shall be in a couri of compeient jurisdictian in Tarrant Counfy, Texas. CFW / Shah Soflware, Inq Addendum Exeeution Copy 2/3/17 Page 2 of 4 6. Soveretgn Immunzty: Nothing herein constitutes a waiver of the City's sovereign immun(ty. To the exEent this Agreement requires fhe City to waive fts rights or immun(tles as a government entify, such provisions are hereby deleted and shall have no force or effect. 7. Non Appropriation of Funds: [n compliance with Arficle 11 § 5 of the Texas Constitution, it Is understood and agreed that all financial obligations of the Gify hereunder are sub)act to the availability of funds. If sufficient funds are nat appropriafed or become unavailabie to satisfy fhe City's financ3at obligations under the Agreement, the City shall have the right io termfnate the Agreement without penalfy or expense to the City whafsoever, except as to the portions of the payments agreed upnn for which funds have been appropriated. 8. Taxes: To the extent the aktached Agreernent requires the City to pay taxes of any nature, fha Cify shall not be liable for any taxes pursuant to the Agreement. Upon raquest, the City shall provide Contractor with evidence of its ta,c exempt sfatus. 9. Confidential Information: 7o the extent the Agreement places any restrictions on the CiEy wifh respect fo discfosure of information, Contractar understands and acknowledges that the City of Fort Wor#h ("City"} is a public enfify under the laws of #he State ot' Texas, and as such, all public documents and data, including the attached Agraement, held by ihe City are subjeci to disclosure under Chapter 552 of the 7exas Government Code, the Texas Public Information Act (the "Act"). If the Cify is required to disclose any documents that may reveal any Contractor proprietary informafion to third parties under the Act, or by any other legal process, law, rule or judiclal order by a court of competent jurisdiction, the City will utilize its besf efforts #o notify Contactor prior to disciasure of such documents, The Ciiy shall not be tiable or responsibie in any way for the discfosure of information not clearly marked as "Proprietary / Confidential Informatioh" or if disclosure is required by the Act or any other applicable law or court order. In the event there is a request for such information, it will be the responsibility of Contractor to work wifh fhe City to submit reasons objecting to disclosure. A determination as to whether such reasons are sufficient wlll not be decided by fhe City, buf by the Office of #he Attorney General of the State of Texas, ar by a court of compefent jurisdicfion. To the extent the Giiy provides information to the Confractor, Contractar shall stare and maintain City Information in a secure manner and shall not allow unaufhorized users fo access, modify, delete or otherwise corrupt Clty Information in any way. Contractor shaii notify the City immediately if the secur(fy or integrify af any City information has been compromised or is beifeved to have been compromised. The parties agree fhaf Confidenkial Information shall nok include information that is required to be disclosed pursuant to applicable law, rule, regulation or court order. 10. �orce Majeure: To the extent the aftached Agreement purports to release a parky irom ifs obliga#ions under the Agreement due to causes beyond its reasonable control (force majeure}, including, but not limited to, compliance wiih any g�vernmenf law, ordinance or regulation, acfs ofi God, acfs af the public enemy, fires, strikes, lockouts, natural disasters, wars, riots, material or labor restrictions by any governmental aufhoriiy, transportation problems and/or any other similar causes, such provision shail apply equally to both parties. �19, Dispute Resolutlon: Ta the extent the attached Agreement sets forEh a dispute resolution procedure, such provision shail only apply fo the Cify as set forth herein in this Addendum. In the event of a dispute, the parties may first submit the dispute for non-binding mediation in Tarrant County, Texas. The mediator shali be agreed to by the parties. Each party shall be liable for its own expenses, including atEorney's fees; however, the parties shaU sha�e equally in the costs of fhe mediakion. In the event mediation is not successful, the dispute may, upon written conseni of both parfies, 6e submitfed for binding arbitration in accordance with the rules of the American Arbiiratlon Association. �ach parfy shail be liable for its own expenses, Encluding aftorney's fees; however, the parEies shall share equally in the �osfs of fhe arblfration. In no event shall the City be required to submit a dispute to binding mediation or arbitration without the City's prior written consent. 92. Assignment: To the extent the Agreement authorizes assignment of rights, duEies and obligations of either party, such assignment shall only be valid upon fhe express wrliten consent of both parifes. Any atEempted assignment in violation of this provision shall be null and void. CI� W/ Shah Software, Jnc, Addendnm Txectttion Copy 2/3/17 Page 3 of 4 13. Conflicting Terrns: If any provisions herein conflict with the terms of the attached Agreement, the terms herein shall control. 14. Right to Audit: Contractor agrees that the City shall, until the expiration of three (3) years after final payment under this Agreement, have access to and the right to examine any directly pertinent books, documents, papers and records of Contractor involving transactions relating to this Agreement. Contractor agrees that City shall have access during normal working hours to all necessary Contractor facilities and shall be provided adequate and appropriate wori<space in order to conduct audits in compliance with the provisions of this section, The City shall give Contractor reasonabie advance notice of intended audits. Contractor further agrees to include in all its subcontracts hereunder a provision to the effect tliat the subcontractor agrees that the City shall, until the expiration of three (3) years after final payment under the subcontract, have access to and the right to examine any directly pertinent books, documents, papers and records of such subcontractor, involving transactions to the subcontract, and further, that City shall have access during normal working hours to ali subcontractor facilities, and shall be provided adequate and appropriate work space, in order to conduct audits in compliance with the provisions of this article. City shall give subcontractor reasonable advance notice of intended audits. ACCEPTED AND AGREED: CITY OF FORT WORTH: By: ��R�cIO Lsa� Fernando Costa Assistant ity Manager Date: � Z �s' i ATT � ST: By: M y IC yser Ci Secretaiy APPROVE ��AS TO FORM AND LE By: �,�/�� Jessica Sangsv ng Assistant City Attorney I1 Form 1295 Certification No. N/A M&C: N/A SHAH SOF� ARE, INC. By: Jagat Shah President ,.- '°>> �:� . � � >>�h _ �� M t ��' r �� `, F1 s� � �i._ .�� CONTRACT CONIPLIANCE MANAGER: By signin�;, I acknowledge th�t I am the person responsible for the monitoriug and adntinistrat'on of this coutract, inchiding ensu n� all perfo mance n repor ing requirements. � � �,(,(;�J v}'1L Name: ��1 dL, �,; s-y� Title: ��.�_ D�✓�� CPN / Shah Sofhvare, Lu, Addendum Execution Copy 2/3/17 Pugc 4 of 4 CI7'Y SECRCTARIf,rc, CONTF�ICT N�. `t-� - I�1RS7' AIVIGNDNICN7' TO T'ORT �VORTFI CITY SCC2CTARl' CONTRAC'I' NO, 48GG8 This Amendment is made bet��veen the City of'�ort Worth ("Licensee"), a nuuiicipal corporation, actin� herein b,y and thrciugh Fernando Costa, its dul,y authorized Assistant City fvtana�er �nd Shah Softw�re, Inc. ("Liceasor"), �cting herein throu�;h Ja�at Shah, its duly �utharized President. WHCRCAS, Licensez and Licensor entered into �n Agceenient identitied as Fort Worth City Secret�ry Contr�ct No. 118668 For a period ofone year beginnin�; January l, 2017; WHERE�-1S, License� wishes to ptu-chase ti•om Licensor �dditional modules to its software applic�tion for client tracl<ing I<nown �s "Case Ntana�;er-Neav Gei�' ; and WI-Ii�'REt\S, it is the callectiv� desire of both t,icensee �nd L,icensor to �n�end the Agreement at � cost of an additional $5,032.U0 which is t4venty-tivz percent (2S%) of previous licensing fee of $2U,130.Q0. The fee is ��rorated for Nl<iy tlu�ough Deceiiiber of 2017. NU�V THCRC�ORC, ICNOWN ALL Bl' THCSC PRLSCNT: Forl Worth City Secretary C'ontract No. 4SG68 is hereby �mended to be eftective on M�y I, 2017 by: .; �; t i 1_ r ��,.— • _ ' i , , � �tJ `�,, G�'��,`��1 oe��. ��i��, oQ� �P� Q�o��S�c,Q' / Atnendi►�� "CXI-IfBfT A" under "YCARLti' LICENSE FEE: $20,130" to reld as follows: ADDITIONAL LICCNSE FEE: $5,032.Q0 PASTRACI{ INITIAL SETl1P: �1,750 ! PASTRACIC Annu�l licei�sing costs: �3,:i5S (��roi'ttted for Nlay tlu•ough December ,j 2017), Cost will be ldded to LICENSC AGRECNIENT' renewals as rePei•encecl ii� Section S, 5. l ut Fort Worth C:ity Sec►•etfli�y Co�iti•�ct No. 43668. All other terms, �rovisions, conditions, covenants and recitals of slid A�reement not expressly �mended l�erein sh�ll remnin in tull Force �nd et�ect. APPI20VCD ['OR CITY Of' I�ORT �VORTH; By�—�..�.,..� ��-- Fern�ndo Costa Assistant City M na�er Date: B,,Z /� T CONTRACT COIVIPL[ANCC MANAGCR: API'ROVCD [�'Olt SNAI1 S TWARC, INC. By: Jabat Sh i Presicient �� I�U' y D�te: '�� icst Amcnchucut t�� rurt W��i�tl� Cit�' Sccret�u�� Coufrj�ct No. �8fifi8 I of 2 l3y signin�; belaw, 1 acknowled�e that 1 am the perso» res}�onsibie Por the i��onitoring and flCllllll]iStl'flY1011 Of t}1!5 C011ti'iiCf, includin� enstn�in,� �ill pe;rfot�mance and repartin� requirements. F � ..��h.cv -- � Soiiia 5in�;leton : �ssistant Director APPRUWCD AS TO rURNI AND LCGALITY: �� By: �� `�'' _�, J.B. �h�oii�; , Assistant City Attoc►tey ! FORM 129,5: N/� ATTCST: � r � � /1 n �Cl� : ��''� =1� M�r,Y J. rCayse City Secreta�y Gantract Authorizztion: MRRC; Not Required D�te Approved: N/A � � 0��••�O� �� i� � :� � �� f�.l�, rirst A�uencin�enl to rort Worth Cit}� Secret��r�• Cc�nt�•iic[ No. 48G(►8 2of2 �'I��' �i::t;fwi.=;"i'('��Y r,t ;,,�9�s � �,� �vt�.._��2 � ,nr, :� f(� �/A��C�� N�920 �, � � c�Ty'�,�� , 1�� '.1 �'ll{'S(��',T�Iln`i; S�COND AM�NDMENT TO FORT WORTH CITY S�CR�TARY CONTRACT NO. 48668 This Amendment is madc between the City of Fort Worth ("Licensee"), a municipal corporation, acting herein by and tlu•ough Fernando Costa, its duly authorized Assistant City Manager and Shah Software, I�ic. ("Licensor"), acting herein through Jagat Shah, its duly authorized President. WHEREAS, Liccnsce and Licensor entered into an Agreement identified as Fort Worth City Secretaiy Contract No. 48668 for licensing fees in the amount of $20,130.00 for a period of one year beginning Jant�aiy 1, 2017; WHEREAS, Ciry Secretary Conti•act No. 48668 was amended to inchide additional licensing fees as identified in Fort Worth City Secretaiy Conh•act No. 48668-A1 in the auiount of $5,105.00; WHEREAS, it is the collective desu•e of both Licensee and Licensor to renew Fort Worth City Secretary Contract No. 48668 as identiiied in Fort Worth City Secretary Contract No. 48668-R1 for a period of one year beginning January l, 2018; and WHEItEAS, Licensee wishes to purchase additional seivices fi•om the Licensor due to changes in the National Perforinance Indicators that must be entered into the software systein. NOW TfiERErOIt�, I�TOWN ALL BY TI�SE PRESENT: the Partics t�gree as follows: Foi�t Worth City Secretary Contract No. 48668 is hereby amended by amending "EXHIBIT A" under "YEARLY LICENSE FEE: $20,130" to i•ead as follows: Yearly License Fee: $20,130 FASTRACK Annual licensing costs: $5,032 Enter new and Remove obsolete National Performance Indicators: $1,500 Costs will be added to LICENSE AGREEMENT renewals as referenced in Section 5.1 of Fort Worth City Secretary Contract No. 48668. All other terms, provisions, conditions, covenants and recitals of said Agreement not expressly amended herein shall remain in full force and effect. Second Amcndment to Port Worth City Secretary Contract No. 48668 1 of 2 APPROV�D rOR APPROVED rOR CITY Or rORT WORTH: SHAH SOFTWARE, INC. By: � atiLalo �� BY: Fernando Cos a Jagat Shah Assistant Cit Mai ager President Date; /�25; /8 Date: CONTRACT COMPLIANCE MANAG�R: By signing below, I aclaiowledge that I am the person responsiUle for the monitoring and adnvnistration of this coutract, inclu 'ng ensuring all performance aud repoi�ting requ�•ements. 7 ' • �?�� %��i� � Sonia Singleton ( Assistant Director APPROV�D AS TO FORM AND LEGALITY: By: � /�� , J.B. St ong Assistant City Attoin y I FORM 1295: N/A = � —� � � � f �I� t �'��'� r � f �..� : `� �� ATT�ST: � ' �' �'`. `'<< C I �.jf �`,� . ., C .' `41' I��r-', ' '��_- __ :�FD.��,� �/ // / '' '� � � ; ij '� �i � i;. By: � / �y �� ; �;��'ti1 �,,%'� Mar J, ICayser `" � ''`' City Secretary .^'j., . ''• , •.••. �;%' ,�,,� r'`F`"E�'t�.s' _ . :.; . Conh�act Authorization; M&C: Not Required Datc Approved: N/A Seco�id Ame�idment to Fort Wortl� City Secrefary Contract No. 48668 2 of 2 � R�'C�1VC f � OEG 2 j 2019 cTYarFonrt;�n��l» �'!' � � 7'i�r ,,�,��,�, CITY SECRE�'ARY C�NTRACT N0. �g b�� a 3 THIRD AMENDM�NT TO FORT WORTH CITY SECRETARY CONTRACT NO. 48G68 This Amendment is made between the City of Fort Worth ("Licensee"), a municipal corporation, acting herein by and thcough Fernando Costa, its duly authorized Assistant City Matiager and Sl�ah Software, Inc. ("Licensoc"), acting herein through Jagat Shah, its duly authorized President. WHEREAS, Licensee and Licensor ente�•ed into An Agreement identified as Fort Worth City Secretary Contract No. 48668 for licensing fees in the amount of $20,130.00 for a period of one year beginning January 1, 2017; WHEREAS, City Secretaiy Contract No. 48668 was amended to include additional licensing fees as identified in Fot�t Wo��th City Secretacy Contcact No. 48668-A1 in the amotmt of $5,032.00; WHEREAS, City Seccetary Contcact No, 48668-A1 was amended to include additional services fcom the Licensor due to changes in the National Performance Indicators that must be entered into the software system as identified in Fort Woi�th City Secretaiy Co�rtcact No. 48668- A2 in the amount of $1,500.00; WHEREAS, it is the collective desire of both Licensee and Licensor to renew Fo►�t Wo��th City Secretary Contract No. 48668 for a period of one year beginning January 1, 2020; and WHEREAS, Licensee wishes to purchase additional services from the Licensor due to the Grantor's (Texas Department of Housing and Community Affaics) requirement to upload a Community Services Blocic Grant (CSBG) reporting module into the softwace system. NOW THER�FORE, KNOWN ALL BY THESE PRESENT: the Pa��ties agree as follows: 1. Foi�t Worth City Secretary Contract No. 48668 is heceby amended by replacing "EXHIBIT A" under "YEARLY LICENSE FEE: $20,130" with the following: Yearly License Fee: $20,130 FASTRACIC Ann«al Licensing Fee; $5,032 CSBG Report File Upload Module: $3,650 Additional Annual Licensing Costs: $1,500 TOTAL COST FOR 2020: $30,312 Costs will be added to LICENSE AGREEMENT renewals as ceferenced in Section 5.1 of Fort Woi�th City Secretary Contract No. 48668. 2. All other terms, provisions, conditions, covenants and ��ecitals of the Agreement not expcessly amended herein shall remain in full force and effect. Thicd Amendment to Foi�t Worth City Secretacy Contcact No. 486G8 Page 1 of 2 �xecuted effective as of the date signed by the Assistant City Manager below. FORT W ORTH: City of Fort Worth B ,i�J 1� 1.��—>/� �l/�'%1�� Y� ' Name: Ferna do Costa Title: Assistant City Manager Date: l�� I �l �% Approval Recommeuded: gy; �,c.�, �jL.Ch�r�r�-�, Name: ��c�i � t�zrzl�l �` Title: r ��cr-oiZ Co�it►•act Compliance Manage�•: By signing I acknowledge that I am the peison responsible for the monitoring and administration of this contract, including ensuring all performance and reporting requirements. , ' �,, By: Name; Sonia Singleton Title: Assistant Director Approved as to Form and Legality: By: Name: John B. Strong Title: Assistant City Attorney Attest: By: / � Name: Macy ICa s • Title: City Secretary .:�3�� ' �i�i V�NDOR: SLah Sofhvarc, Inc. By: Name: Jagat Shah Title: Peesident Date: December 17. 2019 ��at�1�7 Contract Authorization: M&C: Not Required : :�;f�l�` ��, . Third Amendment to Foct Woi�th City Secretary Contract No. 48G68 Puge 2 of 2 . �`I -`�� ,~ �:67 c_, i� ,: •' � . A •h � ` �:,�� .,; v�� . F�EC;E.1 ':.,., �..�� ,� lO1B `;., .li;�l C,IIY(lE iORTWOitTFi .'\'1 �� , „�.,.�.,�;�rniti�r ;'J Decemb,er 22, 2017 CITY OF TORT WORTH REQUEST TO �XERCISE R�NEWAL OPTION SI3AH Soflware, Inc. 13601 Preston Road, Suite E 450 Dallas, Texas 75240 Re; REQUEST TO EXERCISE RENEWAL OPTION License Agreement Contract No. CSC No. 48668 (the "ContracY') Renewal Tenn No. #: 1 �S� No. � s'�� The aUove referenced Contract will expire on December 31, 2017. Pttrsuant to the Contract, renewals are at the niutual agreement of the parties. This letter is to uiform you that the City requests renewal of CSC No. 48668 for an additional one year period, wluch will begin immediately upon the expiration of the current term and will end oti December 31, 2018. All other teims and conditions of CSC No.48668 remain unchanged. Please return your signed agreement letter, along with a copy of your current insurance certi�cate, to tl�e add►�ess set %rth below. Please log onto BuySpeed Online at htt�//fortworthtexas.�ov/purchasing to insure tliat your company infoiniation is con•ect and up-to-date, If you have any questious concerning this Request for Contract Renewal, please contact me at the te]ephone number listed below. Sincerely yours, Sonia Singleton, MBA Assistant Director 817-392-577A X Yes, renew this contract for a one year period ending on December 31, 2018. _ No, do not renew tlus contract. B �� \ Y� Jagat Shali President CI F � R RTH: Feri n Costa Assistant City Manager Date: � -� OI�FICIAI, R6CORD CI'r'Y I��CRI�'1'ARY �'f'. IIIItJIt'CH, �"X Datc: December 22, 2017 _� T � ST�. �" ary 7. Kay r ` City Secretary .� � 14ND LEGALIT�B`c No. N/A ��. � �c��,r.� ��' �'��'�, ht i� C� ` ' � ��` s� ''.��5 x `b jil��',�;- � �. \`� _' �` �� ,, ; �� ;, � �G�� 1 �,p�� , i • �`' �,��" , c�� • ' ,� .� � p`��'1 �,t`�`l� �1�, `+� a�a o�`� . CITY Or FORT WORTH � �� F�� `' ��c�� RCQU�ST TO �XGRCIS� R�N�WAL OPTION ��Cln� � �cC ,,' Noventbec 15, 2018 SHAH Sofiwa►•e, Inc. 13601 Preston Road, Suite � 450 Dal las, 'I'exas 75240 CSC No.,'T��0�0$'�a Re: RCQUEST TO BXERCISE RENEWAL OPT[ON License Agreement Ca�tract No. CSC No. 48668 (the "Contract") Reuewal Term No. #: 2 The above refecenced Contract-Renewal #I will expire on December 31, 2018. Pursuant to the Contract, renewals are at tlie mutual agreement of the pacties, This letter is to inform you tl�at the City requests i•enewal of CSC No. 48668 for an additioi�al one year period, which will begin immediately upon the expication of the curreut term and will end on Decembec 31, 2019. All other terms and conditions of CSC No.48668 and 48668-R1 cem�in uiichanged, Plense retw�n yotu� signed agreoane�at letter, along �vlth a copy of youc ew��ent insurance cerfiCtcate, to tl►e nddress set fortl� below. Please lo� onto IIuySpeed Online at http,//foi�tworthtex�s.g�v/�urcliasing to instire thxt your cotnpany infocmation is correct and up-to-date. If you have tiny questions concerning this Request for Contract Renewal, please contact me at the telephone number listed below. , � �. Sincerely youcs, � � , / _� �-�l �;%1 -- � - � v' �'' V�, �>1 iSon�a Singleton, MBAI Assistant Director'� 817-3 -5774 ,_ Yes, renew this contr�ct for a one yea►• period ending on December 31, 2019. _ No, o�iot fenew this co�itcact. By: �c sha�, Pi•esidant CITY OI' TORT WORTH; % Fernan o Costa Assistaut City Munager Date: ' � 1 � � �� c�cy Date: T�/B / M&C No. N/A � / robn B. g, Bisc�nt �ty At�orney : �t��hr�� : .�,� t '�" C� `: �� '�,� �� `��,� P�ge 2 SIIAH Software, Inc. Licex�se Agreement Contt•act No. 48668-Renewal Terni No. 2 Contract Compliance MaY�age� : By signing belotv, I aclaio�vledge that I am the person responsible for the tnonitoi•ing and admiziistration of this contract, inchiding ensuring all perforznance auci reporting requicements. I ,� � �; . /: , �i ' �';:. .✓ '�1%/ir.',L•� ----_______ R�% So►tia Singleton � ;` 1 ' �./ Assistant D'u•ector Title Cr�`�,��o Q��G ,�1 ti��<,; �`, �P�o�`o��`;�,�:,� c�� s CSC No ��SJ_�p�0 ' � CITY OF FORT WORTH ItEQUEST TO �X�RCISE R�NEWAL OPTION January 22, 2020 SHAH Software, Inc. ] Collinway Place Dallas, Texas 75230 Re: REQLJEST TO EXERCISE RENEWAL OPTION License Agreement Contract No. CSC No. 48668 (the "Contrack") • � Renewal Terin No. 3 �/l' The above referenced Contract Renewal No. ��x�i•ed on December 31, 2019. Pursuaut to the Contract, renewals are at the mutual agreement of tl�e parties. This letter is to inform you that the City requests renewal of CSC No. 48668 for an additional one year period, which will begin immediately upon the expiration of the current term and will end on December 31, 2020. All other tertns and conditions of CSC No. 48668, 48668-R1 and 48668-R2 remain unchanged. Please return your signed agreement letter, along witli a copy of your current insurance certificate, to the address set forth below. Please log onto the PeopleSoft Supplier Poi�tal at http://1'ort�vorthtezas.gov/purchasing to insure that your cornpany information is coi•rect and up to date. If you have any questions concerning this Request for Contract Renewal, please contact me at the telephone number listed below. Sincerely yours, Sonia Singleton, MBA Assistant Director 817-392-57'14 X Yes, renew this coirtract for a one year period ending on December 31, 2020. No, do not renew this contract. By: ��'v' \ Jagat Shah Date: January 22, 2020 President Page 2 SHAH Software, Ina License Agreement Contract No. 48668-Renewal Term No. 3 CITY OF F'ORT WORTH �Gr.,� .l'.L__---.. Fernando Costa Assistant City Manager , '; / � _ �� John . Strong Ass'stant City Attorney � � �/J. ICayser Secretary M&C: Not Applicable � �QF �4RT�� U ; � `�'� �' ;� �� .,..... �:�' `� . �l'�� .,:> �/zG/sosc Date CONTRACT COMPLIANC� MANAG�R: By signing below, I acknowledge that 1 am the person responsible for the monitoring and administration of this contract, including ensuring all performauce and reporting requicements. Sonia Single`fon Assistant D'u�ector