HomeMy WebLinkAboutContract 57231 CSC No.57231
Legal Files Software I Order Form
This Agreement (the "Agreement") is made and entered into between Legal Files Software, Inc.
("Licensor") and City of Fort Worth, Texas ("Licensee" or "Customer" or "City"), individually referred to
as a "party," collectively referred to as the "parties.". This Order Form will become a binding order only
upon signing by both Customer and Licensor.
A. CUSTOMER INFORMATION
Full Legal Name: City of Fort Worth, Texas
Billing Address: 200 Texas Street
Fort Worth, TX 76102
Primary Contact: Tracey McVay Email:Tracey.McVay@fortworthtexas.gov Phone: (817) 392-
7623
Billing Contact:Tracey McVay Email:Tracey.McVay@fortworthtexas.gov Phone: (817) 392-
7623
B. SOFTWARE AND SERVICES PRICING
Customer's purchase includes the following Legal Files="' services:
Description Cost
Annual Maintenance and Support- (March 1, 2022 thru February 28, 2023) Includes up to $5,700.00
10 user licenses
Annual Maintenance and Support- (March 1, 2023 thru February 28, 2024) Includes up to $5,985.00
10 user licenses
Annual Maintenance and Support- (March 1, 2024 thru February 28, 2025) Includes up to $6,284.00
10 user licenses
Annual Maintenance and Support- (March 1, 2025 thru February 28, 2026) Includes up to $6,598.00
10 user licenses
Annual Maintenance and Support- (March 1, 2026 thru February 28, 2027) Includes up to $6,928.00
10 user licenses
Note 1: Total identified above is due and payable at the renewal date. Any additional services ordered
by Customer are billed as incurred and due net 30 days after date of invoice.
Note 2: Software is licensed on a per named (i.e., non-concurrent) user basis subject to the provisions
of the attached EULA.
OFFICIAL RECORD
City of Fort Worth Legal Files Software Inc., Software and Services Agreement CITY SECRETARY
FT.WORTH, TX
Note 3: Maintenance and support is for a five (5) year subscription, paid annually, commencing on
March 1, 2022 (renewal date). Maintenance and support pricing will be adjusted automatically
based on any additional modules and licenses purchased by Customer,with prorated payment
due for any adjustment made mid-term.
Note 4: Any training services scheduled and subsequently cancelled by Customer are subject to the
following cancellation charges, plus reimbursement of non-recoverable travel and expenses:
0 15 days or more notice of cancellation—no cancellation charge.
a Less than 15 days' notice of cancellation - 100% daily rate for scheduled days and
personnel.
C. CONTRACT TERMS
The software is licensed and services are provided subject to and in accordance with the attached
Exhibit A, End User License Agreement (the "EULA"), Exhibit B, Maintenance and Support Agreement,
and Exhibit C,Services Description,which are all attached hereto and incorporated by this reference as if
fully set forth herein. Customer acknowledges that it has read, understands and agrees to be legally
bound by the EULA, Maintenance and Support, and Service Description, as supplemented by this order
form.
D. SIGNATURE BLOCK
IN WITNESS,WHEREOF,the parties,intending to be legally bound, have entered into this order as of the
date of last signature below.
City of Fort Worth Legal Files Software Inc.,Software and Services Agreement Page 2 of 23
ACCEPTED AND AGREED:
City: Vendor:
By; Regina ar10,202210:14CST) By:
Name: Reginald Zeno Name: John Coski
Title: Acting Assistant City Manager Title: CEO
Date: Mar 10,2022 Date: '3
CITY OF FORT WORTH INTERNAL ROUTING PROCESS:
Approval Recommended: Contract Compliance Manager:
By signing I acknowledge that I am the person
responsible for the monitoring and administration
LGrrG�/�/Grr CD�e�ra�r ��oWb! of this contract, including ensuring all performance
By: Laetitia Coleman Brown(Mar 10,2022 09:12 CST) and reporting requirements.
Name: Laetitia Brown
Title: Acting City Attorney
By: 7 �'
Approved as to Form and Legality: Name: Tracey McVay
Title: Administrative Services Coordinator
By: City Secretary:
Name: John B. Strongd�4�nn�
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Title: Assistant City Attorney OF*60 -o0°°00
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T�hhe�fe S. Goodclll A�o
By; Jannette S.Goodall(Mar 10,2022 16:24 CST) oo=�
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Contract Authorization: Name: Jannette S. Goodall �� *M&C: Title: City Secretary da TEXASo�Icy
OFFICIAL RECORD
CITY SECRETARY
FT.WORTH, TX
City of Fort Worth Legal Files Software Inc., Software and Services Agreement Page 3 of 23
Legal Files Software I Exhibit A I License Agreement (EULA)
This Agreement(the "Agreement") is made and entered into between Legal Files Software,Inc.
("Licensor")and City of Fort Worth,Texas("Licensee"or"Customer"or"City"), individually referred to
as a "party,"collectively referred to as the"parties." This Agreement shall become effective on the date
the second of the two parties executes this Agreement below("Effective Date"). in consideration of the
mutual covenants and promises set forth herein,the parties agree to the following:
1.0 DEFINITIONS.
1.1 "Legal Files Case Management Groupware" or"Legal Files"or"Software":Shall mean the
object code programs, as modified from time to time, in machine readable form, licensed by
Licensor to Licensee under this Agreement.
1.2 "Product Use": Shall mean use of the Software to process actual business transactions of
the Licensee for the benefit of the Licensee.
1.3 "Documentation": Shall mean the written material set forth in the form of an integrated
On-Line Help System contained within the Software as well as the Software's technical
documentation.
1.4 "Enhancements": Shall mean modifications, changes or new releases to the version of the
Software licensed by this Agreement, which may be received pursuant to a separate
Maintenance and Support Agreement. Enhancements do not include new versions in which
platform changes are required or additional modules to Software.
2.0 LICENSE. Subject to the terms of this Agreement, Licensor hereby grants to Licensee, and
Licensee hereby accepts, a perpetual, non-exclusive and nontransferable license to use the
Software and Documentation unless terminated pursuant to terms of this Agreement.
3.0 LICENSE FEES AND OTHER CHARGES.
3.1 License fees. License fees are outlined in the Order Form. Payment terms are net 30 days
upon receipt of an accurate invoice. A monthly interest charge at the rate of one percent (1%)
or the maximum legal rate,whichever is less, will be assessed on all undisputed payments more
than thirty(30)days past due.
3.2 Training. The daily fees for training services are outlined in the Order Form. If required,
there is a $50 per computer and $100 per projector additional surcharge plus shipping charges
for training conducted at Licensee's office using Licensor's equipment. If outside training
facilities and equipment are utilized, the costs are the responsibility of the Licensee. Scheduled
training can be canceled without penalty fifteen (15) or more days in advance. If training is
canceled by Licensee within fourteen (14) days of the scheduled session, all charges for the
session will still apply.
City of Fort Worth Legal Files Software Inc.,Software and Services Agreement Page 4 of 23
3.3 Installation. As a part of this Agreement, the Licensor shall provide Software for installation
at Licensee's site. Licensor will provide installation instructions that must be followed by
Licensee. For client/server application installation, Licensor shall provide technical telephone
support to Licensee's personnel to assist in the installation of the Software for up to eight hours
at no charge. For web application installation,Licensor shall provide technical telephone support
to Licensee's personnel to assist in the installation of the software for up to eight hours at no
charge. If additional installation assistance is required it will be billed at Licensor's then current
hourly rate. Licensee's personnel should be experienced in client/server set up procedures and
the network, database, and server platforms on which the Software and database will run. If
Licensee is unable to complete the installation, Licensor will provide onsite assistance for an
additional charge.
3.4 Taxes. Licensee is a tax exempt entity under applicable law and shall not be liable for any
taxes pursuant to this Agreement.
3.5 Annual Maintenance and Support. Maintenance and support of the Software, including the
release of Enhancements, will be provided in accordance with the provisions of the separately
executed Maintenance and Support Agreement.
3.6 Data Conversion. The Order Form (if required) includes the number of hours and
specifications for Licensor to perform an electronic data conversion. Data conversion programs
will be created at Licensor's facilities. All source data must be provided to Licensor in an
acceptable machine readable format and be corruption free. Data scrubbing is the process of
fixing or eliminating individual pieces of data that are incorrect, incomplete or duplicated in the
source database when the data is passed to the target database. Licensor's conversion quote
does not include any data scrubbing unless specifically noted in the conversion specifications
included in Order Form of this agreement.Where in-house expertise or local consultants are not
available, Licensor will visit Licensee's site if necessary for an additional charge to obtain the
source data and documentation required to create the conversion program. Licensor will create
a data mapping document that defines where the source data will reside in the target Legal Files
database. Once complete,the data mapping document must be officially approved in writing by
Licensee before the conversion program can be created. Licensor will perform a test data
conversion to provide the Licensee with the ability to review the source data as it was mapped
and will appear in the Legal Files application. The test data conversion must be officially
approved in writing by Licensee before the final data conversion can be performed. If changes to
the data mapping document or test data conversion are requested by Licensee after they have
been approved, Licensor reserves the right to charge an additional fee for time worked and to
delay any previously agreed upon delivery or implementation dates.
3.7 Escrow. The source code for LFS is currently being escrowed in a segregated safe deposit
box at the Farmer's State Bank Mt. Sterling with the instructions for its release to any of our
bone fide users in the event that Legal Files Software, Inc. ceases to support the program. The
actual terms of the Escrow Agreement are set forth in a separate, signed document attached
hereto as Exhibit D.
City of Fort Worth Legal Files Software Inc.,Software and Services Agreement Page 5 of 23
4.0 PROTECTION OF SOFTWARE.
4.1 Acknowledeement of Trade Secrets. Licensee acknowledges and agrees that the
Documentation and the Software and all copies thereof are Licensor's exclusive property,
constitute valuable "trade secrets", as that term is defined pursuant to applicable law and
protected by federal and international copyright laws and treaties. Licensee may not disclose or
make available to third parties the Software, Documentation or any portion thereof without
Licensor's prior written approval, except that Licensee may disclose the Software and
Documentation to third party contractors engaged to provide services to Licensee, provided that
such contractors are subject to non-disclosure obligations. The parties acknowledge that the
Software is not a "work made for hire" under the Federal Copyright Law. All information,
documents or records to which Licensor has access and in which Licensee has rights, shall be
treated by Licensor as information required to be kept confidential.Any information of Licensee
provided to Licensor is solely for the purpose of troubleshooting and resolving a reported
problem, and Licensor shall delete such information from Licensor's systems and backup media
following delivery and verification of the solution for the reported problem. It is Licensor's duty
to ensure that Licensee's information is not and shall not be disseminated to third parties
without Licensee's prior written consent.
4.2 Return of Deliverables. Upon the termination of this Agreement Licensee shall
immediately return to Licensor any and all copies, in whole or in part, of the Software and
Documentation as well as certify in writing its compliance with this Section. Notwithstanding,
Licensee may retain one copy of the Software and Documentation for back up purposes.
4.3 Proprietary Notices. All copies of the Software and the Documentation, in whole or in
part, shall contain all restrictive and proprietary notices as they appear on the copy of the
Software and Documentation provided by Licensor. In no event may Licensee duplicate, in
whole or in part,the Documentation for third parties.
4.4 Reproduction and Modification of the Software. Licensee is permitted to use the
Software on a non-exclusive, non-transferable basis for its own internal use only. Licensee shall
use the Software solely with its own business information. Licensee shall not disclose to any
third party or allow any third party access to the Software, except as expressly provided for in
this agreement. Use of the Software shall be confined to the offices and reasonable extensions
thereof of Licensee. Licensees' auditors shall be permitted access to the Software under
conditions of confidentiality solely in the course of their audit work. Licensee may not rent,
lease or sell the Software for any commercial economic or material benefit to Licensee or
anyone else. Licensee further agrees that the Software and accompanying Documentation will
not be reproduced,copied, reverse engineered or subdivided by the Licensee or anyone else for
any purpose. Licensee will have the right to copy the Software solely for backup or archival
purposes.
4.5 Section 4.0 Survival. The provisions of Section 4.0 shall survive the termination of this
Agreement.
5.0 INTELLECTUAL PROPERTY RIGHTS INDEMNITY.
City of Fort Worth Legal Files Software Inc.,Software and Services Agreement Page 6 of 23
5.1 Licensor's Duty to Indemnify. Licensor shall indemnify, defend and hold harmless Licensee
from liability to third parties, including attorneys'fees and costs, resulting from infringement by
the Software of any patent, copyright, trade secret or other proprietary right, provided Licensor
is promptly notified of any and all threats, claims and proceedings related thereto and given
reasonable assistance and the opportunity to assume sole control over defense and
settlement.So long as Licensor bears the cost and expense of payment for claims or actions
against Licensee pursuant to this Section, Licensor shall have the right to conduct the defense of
any such claim or action and all negotiations for its settlement or compromise and to settle or
compromise any such claim; however, Licensee shall have the right to fully participate in any
and all such settlement, negotiations,or lawsuits as necessary to protect the Licensee's interest,
and Licensee agrees to cooperate with Licensor in doing so. In the event License, for whatever
reason, assumes the responsibility for payment of costs and expenses for any claim or action
brought against Licensee for infringement arising under this Agreement, Licensee shall have the
sole right to conduct the defense of any such claim or action and all negotiations for its
settlement or compromise and to settle or compromise any such claim; however, Licensor shall
fully participate and cooperate with Licensee in defense of such claim or action. Licensee agrees
to give Licensor timely written notice of any such claim or action, with copies of all papers
Licensee may receive relating thereto. Notwithstanding the foregoing, Licensee's assumption of
payment of costs or expenses shall not eliminate Licensor's duty to indemnify Licensee under
this Agreement. Further, Licensor shall have no liability or duty to Licensee for any claim of
infringement pursuant to this Section if such claim is based on Licensee's or third party's
addition or modification to the Software when such claim of infringement is based on such
addition or modification and such addition or modification was not authorized in writing by
Licensor.
5.2 Licensor's Rieht to Correct. If a final determination is made by a court that the licensed use
of the Software infringes any United States patent, copyright, trade secret or other proprietary
right and enjoins further use by Licensee, Licensor may, in Licensor's sole discretion, (i) procure
for Licensee the right to continue using the Software; (ii) modify the Software it to make it non-
infringing but continue to meet the Software's functionality; or (iii) replace the Software with
non-infringing software of like functionality; provided, however, if none of the foregoing is
reasonably available to Licensor,either party may terminate the license granted herein, in which
case the Licensee shall return the Software and Documentation to Licensor pursuant to Section
4.2 and Licensor shall refund to the Licensee a sum equivalent to the pro-rated amount of the
License fee paid by Customer for the previous twelve(12) months.
6.0 LIMITED WARRANTY;EXCLUSIVE REMEDY
6.1 Limited Warranty. Licensor warrants that the Software, as it was delivered to Licensee,
will function in all material respects in conformance with the Documentation for one hundred
twenty (120) days after Licensee's acceptance of the fully installed Software ("Warranty
Period").The foregoing warranty is subject to Licensee notifying Licensor promptly, but not less
than thirty (30) days after discovery of the nonconformity, of a breach of the foregoing
warranty, and providing all information and assistance reasonably requested by Licensor in
connection therewith. Upon receiving such timely notice, Licensor will provide a workaround or
City of Fort Worth Legal Files Software Inc.,Software and Services Agreement Page 7 of 23
other otherwise remedy the nonconformity at no additional charge to Licensee, or if Licensor is
unable to do so within sixty(60) days after receipt of Licensee's warranty claim,accept return of
the nonconforming Software in exchange for a refund of the corresponding Software license fee
paid by Licensee to Licensor. THIS SECTION SETS FORTH LICENSOR'S ENTIRE OBLIGATION AND
LICENSEE'S SOLE AND EXCLUSIVE REMEDY FOR ANY ACTUAL OR ALLEGED SOFTWARE
NONCONFORMANCE OR WARRANTY CLAIM DURING THE WARRANTY PERIOD.
6.2 No other Warranties. EXCEPT FOR THE EXPRESS LIMITED WARRANTY SET FORTH IN
SECTION 6.1, LICENSOR MAKES NO WARRANTY, EXPRESS OR IMPLIED,OR ANY WARRANTY OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
6.3 Exclusive Remedy. LICENSEE'S EXCLUSIVE AND SOLE REMEDY FOR BREACH OF THE
LIMITED WARRANTY HEREIN CREATED SHALL BE LIMITED TO REPAIR OF DEFECTS OR
REPLACEMENT OF THE SOFTWARE, OR, IN THE EVENT THE LICENSOR IS UNABLE TO
EFFECTUATE SUCH REPAIR OR REPLACEMENT WITHIN A REASONABLE PERIOD OF TIME,
LICENSEE SHALL BE ENTITLED TO A RETURN OF THE FEES ACTUALLY PAID TO LICENSOR UNDER
THIS AGREEMENT.
7.0 LIMITATION OF LIABILITY. EXCEPT FOR A CLAIM UNDER SECTION 5.0, AND EXCEPT AS SET
FORTH BELOW IN SECTION 7.1, LICENSOR'S TOTAL LIABILITY FOR DIRECT DAMAGES UNDER
THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION, SHALL BE LIMITED TO THE
SOFTWARE AND MAINTENANCE FEES ACTUALLY PAID TO LICENSOR UNDER THIS AGREEMENT
AND THE MAINTENANCE AND SUPPORT AGREEMENT IN THE PRECEDING TWELVE(12)MONTH
PERIOD. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INCIDENTAL,
CONSEQUENTIAL, SPECIAL OR INDIRECT DAMAGES OF ANY KIND (INCLUDING, WITHOUT
LIMITATION,LOST PROFITS, LOSS OF DATA, LOSS OF USE OR CLAIMS OF THIRD PARTIES)THAT
MIGHT OCCUR AS A RESULT OF THE PERFORMANCE OR BREACH OF THIS AGREEMENT OR IN
ANY WAY ARISES OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE USE OF THE
SOFTWARE. SECTION 7.0 SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT.
7.1 EXCLUSIONS. THE LIMITATIONS IN SECTION 7.0 ABOVE SHALL NOT APPLY TO THE
FOLLOWING: (A) BODILY INJURY, DEATH, OR DAMAGE TO REAL OR TANGIBLE PROPERTY
DIRECTLY CAUSED BY LICENSOR'S NEGLIGENCE; (B) BREACH OF SECTION 5.2 (CONFIDENTIAL
INFORMATION) OR SECTION S.O. (INTELLUCTUAL PROPERTY RIGHTS INDEMNITY); (C)
SETTLEMENT, DEFENSE OR PAYMENT OBLIGATIONS UNDER SECTION 5.0 (INTELLUCTUAL
PROPERTY RIGHTS INDEMNITY); OR (D) DAMAGES ARISING FROM LICENSOR'S GROSS
NEGLIGENCE OR WILLFUL MISCONDUCT.
8.0 TERM AND TERMINATION.
8.1 Term. This Agreement shall be effective for one year from the Effective Date ("Initial
Term"). Licensee shall have the option to renew this Agreement for four additional terms of one
year each for maintenance and support ("Renewal Term"). The Initial Term and each Renewal
Term shall collectively be referred to as the "Term." Licensee shall notify Licensor not less than
thirty(30)days prior to the end of the then current Term of its intent to renew.
City of Fort Worth Legal Files Software Inc.,Software and Services Agreement Page 8 of 23
8.2 Termination.
(a) Either party may terminate this Agreement for convenience upon sixty (60) days written
notice to the other party.
(b) Either party may terminate this Agreement if the other party is in breach of this Agreement
and fails to remedy such breach within thirty (30) days after written notice thereof by the
non-breaching party.
(c) Further, either party may terminate this Agreement immediately upon written notice of a
breach of Section 4.0 by the other party, the commencement of any proceedings seeking
liquidation of a party which is not dismissed within forty-five(45) days,the insolvency of the
other party or the assignment by the other party for the benefit of its creditors.
(d) Licensee may terminate this Agreement in the event no funds or insufficient funds are
appropriated by Licensee in any fiscal period for any payments due hereunder during the
Initial Term or any Renewal Term. Licensee will notify Licensor of such occurrence and this
Agreement shall terminate on the last day of the fiscal period for which appropriations were
received without penalty or expense to Licensee of any kind whatsoever, except Licensee
shall be liable for payments herein agreed upon for which funds have already been
appropriated.
8.3 Force Majeure. Notwithstanding anything to the contrary stated herein, neither party
hereto shall be liable for any breach of its obligations resulting from causes beyond its
reasonable control including but not limited to fire,strikes(excluding Licensor's own employees)
insurrection or riots, earthquakes,tornadoes,embargoes,container shortages,wrecks or delays
in transportation, inability to obtain supplies and raw materials requirements, or regulations of
any civil or military authority (an "Event of Force Majeure"), Each of the parties hereto agrees
to give notice forthwith to the other upon becoming aware of an Event of Force Majeure, such
notice to contain details of the circumstances giving rise to the Event of Force Majeure. If a
default due to an Event of Force Majeure shall continue for more than three months the party
not in default shall be entitled to terminate the Agreement as a result of an Event of Force
Majeure.
8.4 Effects of Termination. Upon termination of this Agreement for any reason, Licensee
shall pay Licensor for services actually rendered up to the effective date of termination and
Licensor shall continue to provide Licensee with services requested by Licensee in accordance
with this Agreement up to the effective date of termination. Upon termination of this
Agreement for any reason, Licensee's license to the Software will automatically terminate upon
the effective date of termination. Licensee will remove all Software from its computers and
network, except Licensee may retain one copy of the Software for backup purposes. Licensor
shall provide Licensee with copies of all completed or partially completed documents prepared
under this Agreement. In the event Licensor has received access to Licensee information or data
as a requirement to perform services hereunder, Licensor shall return all such data to Licensee
in a machine readable format or other format deemed acceptable to Licensee with a written
statement certifying that all such data has been returned to Licensee.
9.0 MISCELLANEOUS PROVISIONS.
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9.1 Notices. All notices and demands required or permitted under this Agreement shall be
in writing and may be delivered personally to the Licensor's Project Manager, or sent by
registered or certified mail, postage prepaid, or by an overnight courier service to one of the
persons and addresses set forth below. Any notice or demand mailed as aforesaid shall be
deemed to have been delivered on the date of delivery or refusal, as the case may be,set forth
on the return receipt. Said notices shall be delivered or addressed as follows (or to such later
contact information of which a party notifies the other in writing should be used for purposes of
this section):
Licensor
Legal Files Software, Inc.
801 S. Durkin Drive
Springfield, IL 62704
Phone: (217)726-6000
Fax: (217)726-7777
Licensee
City of Fort Worth,Texas
Attn: City Attorney
200 Texas Street
Fort Worth,TX 76102
Phone: (817)392-7600
Fax: (817)392-8359
9.2 Severability. If any provision of this Agreement or the application of such provision to
any party or circumstance shall be held invalid, the remainder of this Agreement, or the
application of such provision to parties or circumstances, other than those as to which it is held
invalid, shall not be affected unless such invalidity would materially alter the party's ability to
perform or the intended essential purpose of this Agreement.
9.3 Parties Bound. This Agreement shall be binding upon the parties hereto, their
successors,assigns, legal representatives.
9.4 Final Agreement. This Agreement constitutes the complete, final and exclusive
expression of the parties'agreement,and it supersedes all proposals and other communications
made between the parties concerning the subject matter hereof. This Agreement cannot be
modified except by written agreement signed by the parties hereto. Any separate
confidentiality or non-disclosure agreements between the parties remain in effect in accordance
with their terms.
9.5 Authorization. Each undersigned hereby represents and warrants that he or she has
been duly authorized by his or her respective party to enter into and execute this Agreement.
Each party is fully entitled to rely on these warranties and representations in entering into this
Agreement or any amendment hereto.
City of Fort Worth Legal Files Software Inc.,Software and Services Agreement Page 10 of 23
9.6 Headings, Gender. All section headings contained in this Agreement are for
convenience of reference only, do not form a part of this Agreement and shall not affect in any
way the meaning of interpretation of this Agreement. Words used herein, regardless of the
number and gender specifically used, shall be deemed and construed to include any other
number, singular or plural,and any other gender, masculine,feminine,or neuter,as the context
requires.
9.7 Waiver. A waiver of a default of any term of this Agreement shall not be construed as a
waiver of any succeeding default or as a waiver of the provision itself. A party's performance
after the other party's default shall not be construed as a waiver of that default.
9.8 Assignment. Neither party may assign this Agreement without the prior written
consent of the other (which will not be unreasonably withheld or delayed), except to an
Affiliate, or where all or substantially all of the assets of a party are sold to, or merged or
consolidated with, another company. Affiliate shall mean a company or other business entity
(Company) which owns all or part of a party, a Company in which a party has an ownership
interest, or a Company which shares common ownership interest, or a Company which shares
common ownership with the party. In the event this Agreement is assigned to an Affiliate as
defined herein, the assigning party shall provide thirty (30) days advance written notice of the
assignment to the non-assigning party. Nothing in this agreement is intended to confer on any
person,other than the parties and their successors,any rights or remedies under or by reason of
this Agreement.
10.0 DISPUTE RESOLUTION,GOVERNING LAW AND JURISDICTION.
10.1 This Agreement, all transactions executed hereunder and the legal relations between the
parties shall be governed and construed solely in accordance with the laws of the State of Texas,
without reference to its conflict of laws rules.
10.2 If any action,whether real or asserted, at law or in equity,is brought on the basis of this
Agreement,venue for such action shall lie in state courts located in Tarrant County,Texas or the
United States District Court for the Northern District of Texas, Fort Worth Division.
10.3 Except in the event of termination pursuant to Section 8.2(d), if either Customer or Licensor
has a claim, dispute, controversy, or other matter in question for breach of duty, obligations,
services rendered or any warranty that arises under this Agreement, the parties shall first attempt
to resolve the matter through this dispute resolution process set forth herein. The disputing party
shall notify the other party in writing as soon as practicable after discovering the claim, dispute,
controversy, or breach. The notice shall state the nature of the dispute and list the party's specific
reasons for such dispute. Within ten (10) business days of receipt of the notice, both parties shall
commence the resolution process and make a good faith effort, either through email, mail, phone
conference, in person meetings, or other reasonable means to resolve any claim, dispute,
controversy, breach or other matter in question that may arise out of, or in connection with this
Agreement. If the parties fail to resolve the dispute within sixty(60) days of the date of receipt of
City of Fort Worth Legal Files Software Inc.,Software and Services Agreement Page 11 of 23
the notice of the dispute, then the parties may submit the matter to non-binding mediation at a
location to be mutually agreed to by the parties, upon written consent of authorized
representatives of both parties in accordance with the Industry Arbitration Rules of the American
Arbitration Association or other applicable rules governing mediation then in effect.The mediator
shall be agreed to by the parties. Each party shall be liable for its own expenses, including
attorney's fees; however, the parties shall share equally in the costs of the mediation. If the
parties cannot resolve the dispute through mediation, then either parry shall have the right to
exercise any and all remedies available under law regarding the dispute. Notwithstanding the fact
that the parties may be attempting to resolve a dispute in accordance with this informal dispute
resolution process, the parties agree to continue without delay all of their respective duties and
obligations under this Agreement not affected by the dispute. Either party may,before or during
the exercise of the informal dispute resolution process set forth herein, apply to a court having
jurisdiction for a temporary restraining order or preliminary injunction where such relief is
necessary to protect its interests.
11.0 INSURANCE.
11.1 The Licensor shall carry the following insurance coverage with a company that is licensed
to do business in Texas or otherwise approved by the Customer:
1. Commercial General Liability
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 Coverage 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. Statutory Workers' Compensation and Employers' Liability Insurance requirements per the
amount required by statute.
4. Technology Liability(Errors&Omissions)
a.Combined limit of not less than$2,000,000 per occurrence;$2million aggregate or
b. Combined limit of not less than $1,000,000 per occurrence; $2,000,000 aggregate and
Umbrella Coverage in the amount of$4,000,000. Umbrella policy shall contain a follow-form
provision and shall include coverage for personal and advertising injury.The umbrella policy
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shall cover amounts for any claims not covered by the primary Technology Liability policy.
Defense costs shall be outside the limits of liability.
11.2 General Insurance Requirements:
1. All applicable policies shall name the City as an additional insured thereon, as its
interests may appear. The term City shall include its employees, officers, officials,
agents,and volunteers in respect to the contracted services.
2. The workers' compensation policy shall include a Waiver of Subrogation (Right of
Recovery)in favor of the City of Fort Worth.
3. A minimum of Thirty (30) days' notice of cancellation or reduction in limits of coverage
shall be provided to the City. Ten (10) days' notice shall be acceptable in the event of
non-payment of premium. Notice shall be sent to the Risk Manager, City of Fort Worth,
1000 Throckmorton, Fort Worth, Texas 76102, with copies to the City Attorney at the
same address.
4. The insurers for all policies must be licensed and/or approved to do business in the
State of Texas. All insurers must have a minimum rating of A- VII in the current A.M.
Best Key Rating Guide, or have reasonably equivalent financial strength and solvency to
the satisfaction of Risk Management. If the rating is below that required, written
approval of Risk Management is required.
S. Any failure on the part of the City to request required insurance documentation shall
not constitute a waiver of the insurance requirement.
6. Certificates of Insurance evidencing that the Consultant has obtained all required
insurance shall be delivered to and approved by the City's Risk Management Division
prior to execution of this Agreement.
12.0 DISCLOSURE OF CONFLICTS AND CONFIDENTIALITY.
12.1 Disclosure of Conflicts. Licensor hereby warrants to the Customer that Licensor has
made full disclosure in writing of any existing or potential conflicts of interest related to
Licensor's services under this Agreement as required by applicable law. In the event that any
conflicts of interest arise after the Effective Date of this Agreement, Licensor hereby agrees
immediately to make full disclosure to the Customer in writing and as required by applicable
law.
12.2 Confidential Information. Notwithstanding Section 4.1, Customer acknowledges that
Licensor may use products, materials, or methodologies proprietary to Licensor. Customer
agrees that Licensor's provision of services under this Agreement shall not be grounds for the
Customer to have or obtain any rights in such proprietary products, materials, or
methodologies unless the parties have executed a separate written agreement with respect
thereto. Both parties, shall for itself and its officers, agents and employees, agree that it shall
treat all information provided to it by the other party as confidential and shall not disclose any
such information to a third party without the prior written approval of the other party
City of Fort Worth Legal Files Software Inc.,Software and Services Agreement Page 13 of 23
("Confidential Information"). Confidential Information shall not include information that (i)
was known by the receiving party prior to any disclosure by the disclosing party; (ii) is disclosed
to the receiving party on a non-confidential basis by a third party that is legally entitled to
make such disclosure; (iii) is independently developed by the receiving party without reference
to or reliance on the disclosing party's information; (iv) is generally known to the public or in
the public domain;or(v) is required to be disclosed by law, rule, regulation,subpoena or other
court order, but only to the extent necessary to comply with the foregoing, and provided that
the disclosing party is notified in advance so that it may seek to contest, limit or modify such
disclosure.
12.3 Unauthorized Access. Licensor shall store and maintain Confidential Information in a
secure manner and shall not allow unauthorized users to access, modify, delete or otherwise
corrupt Confidential Information in any way. Licensor shall notify the Customer immediately if
the security or integrity of any Confidential Information has been compromised or is believed
to have been compromised, in which event, Licensor shall, in good faith, use all commercially
reasonable efforts to cooperate with the Customer in identifying what information has been
accessed by unauthorized means and shall fully cooperate with the Customer to protect such
information from further unauthorized disclosure.
12.4 Survival of Termination. This Section 12.0 shall survive termination of this Agreement.
13.0 Non-discrimination Covenant.
Licensor, for itself, its personal representatives, assigns, subcontractors and successors in
interest, as part of the consideration herein,agrees that in the performance of Licensor's duties
and obligations hereunder, it shall not discriminate in the treatment or employment of any
individual or group of individuals on any basis prohibited by law. If any claim arises from an
alleged violation of this non-discrimination covenant by Licensor, its personal representatives,
assigns, subcontractors or successors in interest, Licensor agrees to assume such liability and to
indemnify and defend the Customer and hold the Customer harmless from such claim.
14.0 No Boycott of Israel.
If Licensor has fewer than 10 employees or this Agreement is for less than$100,000,this section
does not apply. Licensor acknowledges that in accordance with Chapter 2270 of the Texas
Government Code, Licensee is prohibited from entering into a contract with a company for
goods or services unless the contract contains a written verification from the company that it:
(1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The
terms "boycott Israel" and "company" shall have the meanings ascribed to those terms in
Section 808.001 of the Texas Government Code. By signing this contract, Licensor certifies that
Licensor's signature provides written verification to the City that Licensor: (1) does not boycott
Israel;and (2)will not boycott Israel during the term of the contract.
15.0 Prohibition on Boycotting Energy Companies.
City of Fort Worth Legal Files Software Inc.,Software and Services Agreement Page 14 of 23
Licensor acknowledges that in accordance with Chapter 2274 of the Texas Government Code (as added
by Acts 2021, 87th Leg., R.S., S.B. 13, § 2), Licensee is prohibited from entering into a contract
for goods or services that has a value of$100,000 or more, which will be paid wholly or partly
from public funds of Licensee,with a company(with 10 or more full-time employees) unless the
contract contains a written verification from the company that it: (1) does not boycott energy
companies; and (2) will not boycott energy companies during the term of the contract.The
terms "boycott energy company" and "company" have the meaning ascribed to those terms by
Chapter 2274 of the Texas Government Code (as added by Acts 2021, 87th Leg., R.S., S.B. 13, §
2).To the extent that Chapter 2274 of the Government Code is applicable to this Agreement, by
signing this Agreement, Licensor certifies that Licensor's signature provides written verification
to the City that Licensor: (1)does not boycott energy companies;and (2)will not boycott energy
companies during the term of this Agreement.
15.0 Prohibition on Discrimination Aeainst Firearm and Ammunition Industries.
Licensor acknowledges that except as otherwise provided by Chapter 2274 of the Texas Government
Code (as added by Acts 2021, 87th Leg., R.S., S.B. 19, § 1), Licensee is prohibited from entering
into a contract for goods or services that has a value of$100,000 or more which will be paid
wholly or partly from public funds of Licensee, with a company (with 10 or more full-time
employees) unless the contract contains a written verification from the company that it: (1)
does not have a practice, policy,guidance,or directive that discriminates against a firearm entity
or firearm trade association;and (2)will not discriminate during the term of the contract against
a firearm entity or firearm trade association. The terms "discriminate," "firearm entity" and
"firearm trade association" have the meaning ascribed to those terms by Chapter 2274 of the
Texas Government Code(as added by Acts 2021, 87th Leg., R.S.,S.B. 19, § 1). To the extent that
Chapter 2274 of the Government Code is applicable to this Agreement, by signing this
Agreement, Licensorcertifies that Licensor's signature provides written verification to the City
that Licensor: (1) does not have a practice, policy, guidance, or directive that discriminates
against a firearm entity or firearm trade association; and (2) will not discriminate against a
firearm entity or firearm trade association during the term of this Agreement.
16.0 Right to Audit.
Licensor agrees that Licensee shall, until the expiration of three (3) years after final payment under
the Agreement, have access to and the right to examine any directly pertinent books,
documents, papers and records of Licensor involving transactions relating to the Agreement.
Licensor agrees that Licensee shall have access during normal working hours to all necessary
Licensor facilities and shall be provided adequate and appropriate workspace in order to
conduct audits in compliance with the provisions of this section. Licensee shall give Licensor
reasonable advance notice of intended audits.
City of Fort Worth Legal Files Software Inc.,Software and Services Agreement Page 15 of 23
Legal Files Software I Exhibit B I Maintenance and Support Agreement
THIS SOFTWARE MAINTENANCE AGREEMENT (this "Agreement") is entered into between Legal Files
Software, Inc. ("Licensor"), having its principal office at 801 S. Durkin Drive, Springfield Illinois, and City
of Fort Worth, Texas its subsidiaries and affiliates ("Licensee" or "City") and, when fully executed, is
attached to and made a part of the License Agreement as hereinafter defined. This agreement is subject
to the terms and conditions of the License Agreement and nothing in this Agreement shall be construed
to change, nullify or abrogate the provisions of the License Agreement. All terms used herein and not
otherwise defined shall have the meanings set forth in the License Agreement.
Introduction
Licensor licenses the software program known as Legal Files, referred to as the "Software." A
License Agreement separately signed by the parties grants Licensee a license to use the Software
(hereinafter,the"License Agreement").
Licensor and Licensee agree as follows:
Section 1.Software Maintenance Services
1.1 Licensor agrees to provide to Licensee with regular Software updates,enhancements to
the Software, and corrected or modified versions of the Software in the form of fixes and further
releases that Licensor makes generally available to end-users. Licensor may offer to Licensee future
versions in which platform upgrades and/or substantial additional functionality are incorporated for an
additional commercially reasonable fee, provided that Licensor assesses similar fees to other currently
supported customers for such version. Licensee is under no obligation to purchase such version, and
this will not affect the support status of the current version of the Software.
1.2 Such modifications,when delivered and installed,shall become part of the Software and
shall otherwise be subject to all of the terms of the License Agreement.
Section 2. Error Correction Services
2.1 Licensor shall use reasonable commercial efforts to correct or provide a usable work-
around solution for any reproducible material error in the Software, within a reasonable period of time.
If Licensor, in its discretion, requests written verification of an error or malfunction discovered by
Licensee, Licensee shall promptly provide such verification, by email,telecopy,or overnight mail, setting
forth in reasonable detail the respects in which the Software fails to perform. An error or malfunction
shall be "material" if it represents a nonconformity with Licensor's current published specifications for
the Software that interferes with the usability of the Software. Licensor is not obligated to fix errors
that are not material. Upon request and subject to the City's applicable information technology security
policies, Licensee shall provide Licensor remote access to Licensee's computer system for the purpose of
remote diagnostics. Licensor shall ensure that any such remote access provided by Licensee to Licensor
is not misused by any person or used to deliver any virus, disabling device or other harmful code to
Licensee's systems, and shall execute Licensee's applicable access agreement in accordance with this
City of Fort Worth Legal Files Software Inc.,Software and Services Agreement Page 16 of 23
Section.
2.2 Licensee shall pay Licensor at Licensor's then current time and material rates for work of
Licensor spent investigating an error or malfunction that Licensor reasonably determines to have been
caused by a modification to the Software not made nor authorized by Licensor,or a modification to the
data or database structure made from outside of the application without Licensor's prior approval of
such modification. Modification of the Software shall be grounds for revocation of software license and
termination of further technical support by Licensor.
2.3 If in the reasonable judgment of the parties, an on-site visit to the Licensee is necessary
to solve a critical problem, Licensor will make an on-site visit at no additional charge to Customer.
Except, if the critical problem was not caused by a defect in the current or immediately preceding
release of the Software, Licensee shall reimburse Licensor for its personnel who made the on-site visit at
Licensor's then current hourly rate and shall pay all reasonable expenses for the site visit.
Section 3. Telephone Support
3.1 Licensor shall, during the hours of 8:00 a.m. to 5:00 p.m. in central time zone on
weekdays (exclusive of holidays), provide telephone and/or e-mail support to Licensee's authorized
contact person and alternate contact person of Licensee who have been trained by Licensor in the use
of the Software. Licensor shall respond to and resolve problems in accordance with the following
("Service Levels"):
Problem Level Response&Resolution Time
Level 1 Critical Response time: within one (1) hour of report of
Problem: problem.
Application/users are Resolution time: works continuously until the
down and inoperable. problem is resolved or an acceptable workaround
Business operations is delivered.
and productivity are
severely impacted.
Level 2 High Priority: Response time:within two(2) hours of report.
Application/users are Resolution time: works continuously until the
limited;the situation is problem is resolved or an acceptable workaround
causing a significant is delivered.
impact to portions of
business operations
and activity.
Level 3 Medium Response time:within 24 hours of report.
Priority: Resolution time: define a solution/fix problem
application/users are within 10 calendar days.
slightly limited;the
situation has impaired
some operations, but
most user productivity
continues.
City of Fort Worth Legal Files Software Inc.,Software and Services Agreement Page 17 of 23
Level 4 Low Priority: Response time: within forty-eight(48) hours of
applications and users' report.
productivity are not Resolution time: define a solution/fix problem
affected. within 30 calendar days.
Section 4. Exclusions
4.1 Licensor's service obligations set forth in Sections 1, 2 and 3 do not include
circumstances where: (a) Corruption or loss of the Software or data due to Licensee's hardware failure
or fault has occurred,although Licensor's personnel will use reasonable efforts to assist if such problems
arise; (b) Reinstallation of the Software on a new or existing server; (c) Corruption to the Software or
data due to the interference or modification of the Software by the Licensee or third party except as
allowed hereunder in the Documentation or with Licensor's permission; (d) The failure of the Licensee
to implement recommendations in respect of or solutions to faults previously advised by Licensor or to
install an Enhancement made available under Section 1.1 of this Agreement; (e) Licensee is in breach of
this Agreement,or the License Agreement.
Section S. Request for Modification of the Software
5.1 Licensee may at any time request in writing that Licensor make additional modifications
to the Software to add functions or improve performance. All such requests will be evaluated by the
Licensor for future inclusion.
Section 6. Delivery
6.1 In order to satisfy any delivery obligation, Licensor may, at its option, send to, have
delivered to or email to Licensee corrected Software or "patches" in electronic, CD-ROM or magnetic
form a copy of any modification, error correction, fix, or release to the Software provided pursuant to
this Agreement.
Section 7. Fees for Maintenance Services
7.1 Licensee shall pay Licensor the maintenance support fee for each year of Software
Maintenance under this Agreement in accordance with the Order Form for years 2 through S. Following
year 5, annual extensions will be available from year to year thereafter at Licensor's then applicable fee.
Licensor reserves the right to raise Software Maintenance fees from time to time at a rate not to exceed
a 4% increase per year. All such fees are payable within thirty (30) days of Licensee's receipt of the
applicable invoice.
7.2 If this Agreement is terminated by Licensee, Licensee may reinstate support and
maintenance for the Software only by paying Licensor a reinstatement fee equal to 50% of all annual
maintenance and Support fees that would have been paid, but for the termination.
7.3 Intentionally Deleted.
7.4 A monthly interest charge at the rate of one percent (1 %) or the maximum legal rate,
City of Fort Worth Legal Files Software Inc.,Software and Services Agreement Page 18 of 23
whichever is less, will be assessed on all payments more than thirty (30) days past due. Licensee shall
not be liable for the payment of taxes under this Agreement
Section 8.Intellectual Property
8.1 The modifications to the Software, including all intellectual property rights associated
therewith, made or provided by Licensor pursuant to this Agreement, whether alone or with any
contribution from Licensee or its personnel,shall be owned exclusively by Licensor.
Section 9.Terms
9.1 Term and termination shall be governed by Section 8.0 of the License Agreement.
9.2 In addition to its termination rights set forth in Section 9.1 hereof, Licensor may
terminate this Agreement by giving written notice of termination to Licensee upon the occurrence of
any of the following events:
1. Licensee defaults in the performance of any material requirement or obligation created
by this Agreement or the License Agreement.
2. Licensee fails to make any payment to Licensor within sixty (60) days of its due date
under this Agreement;
3. Licensee ceases business operations, is the subject of any state or federal bankruptcy,
insolvency, or similar proceeding, becomes insolvent, or makes an assignment for the
benefit of creditors or a receiver is appointed for a substantial part of Licensee's assets
or becomes unable to pay its debts when due;
9.3. No termination of this Agreement shall release Licensee from any obligation to pay
Licensor any amount that has accrued or become payable at or prior to the date of termination.
City of Fort Worth Legal Files Software Inc.,Software and Services Agreement Page 19 of 23
Legal Files Software I Exhibit C I Services Description
This section describes the installation, training, data conversion, maintenance and support and other
services made available by Licensor to eligible licensees of the Software, and details Licensor's and
Customer's responsibilities in connection with any order for such services.
A. Training
Licensor will provide any training ordered by Customer in accordance with Licensor's standard training
methods and the Order Form using its standard training materials. Training is provided onsite at the
rate set forth in the Order Form. Additionally, if required, there is a $50 per computer and $100 per
projector surcharge (plus shipping) for training conducted at Customer's office using Licensor's
equipment. If outside training facilities and equipment are utilized, such outside costs are Customer's
responsibility. Customer and Licensor will jointly agree on a specific training schedule for system
administrators and end users.
C. Electronic Data Conversion
Licensor will provide data conversion services ordered by Customer at its then-current rates and in
accordance with its standard electronic data conversion procedures. Where the order specifies a
number of hours for the data conversion, such number is an estimate only, and subject to adjustment
based on format, quality and quantity of Customer data, timeliness of Customer cooperation and other
factors outside of Licensor's reasonable control.The general progression and allocation of responsibility
for data conversion services is as follows:
• Data conversion programs will be created at Licensor's facilities. In order to prepare the
conversion program, all source data must be provided by Customer to Licensor in an acceptable,
machine-readable format and must be corruption free.
• If necessary, including where in-house expertise or local consultants are not available, Licensor
will visit Customer's site to obtain the source data and documentation required to create the
conversion program. Such onsite services will be charged at Licensor's daily consulting rate.
• Data scrubbing is the process of fixing or eliminating individual pieces of data that are incorrect,
incomplete or duplicated in the source database when the data is passed to the target database.
Unless specifically noted in the order, Licensor's conversion estimate does not include data
scrubbing. If desired or required,such services will be made available at an additional charge.
• Licensor will create a data mapping document that defines where the source data will reside in
the target Software database. Once complete, the data mapping document must be approved
by Customer via email or other writing before the conversion program can be created.
• Licensor will perform a test data conversion to provide Customer with the ability to review the
source data as it was mapped and will appear in the Software application. The test data
conversion must be approved by Customer via email or other writing before the final data
conversion can be performed.
• If changes to the data mapping document or test data conversion are requested by Customer
after they have been approved, Licensor reserves the right to charge an additional fee for time
worked,and to delay any previously estimated completion dates.
D. Maintenance and Support
During the initial Support term and each renewal of Support, Licensor will provide Support to Customer
City of Fort Worth Legal Files Software Inc.,Software and Services Agreement Page 20 of 23
in its use and operation of the Software comprised of the following:
(a) General. Customer may contact Licensor with questions and troubleshooting related to use and
operation of the Software, as well as for remote diagnosis and priority resolution of material bugs,
errors or other malfunctions encountered using the Software. A bug, error or malfunction is deemed
"material" if it represents a nonconformity of the Software with Licensor's then-current published
specifications and materially interferes with or degrades usability of the Software.
(b) Contacting Technical Support. Support queries may be submitted by email at
Support@LegalFiles.com or by phone at (217) 726-6400 during Licensor's normal business hours:
Monday through Friday from 8:00 a.m. to 5:00 p.m. U.S. Central Time (excluding holidays). Customer
must appoint one primary contact person and one alternate contact person who have been trained and
are competent in use and operation of the Software to place technical support queries.
(c) Classification of Issues. When contacting Licensor for Support, Customer should assign an initial
severity based on the severity level classifications listed below, and should provide a detailed
description of the issue or support request. The initial assignment of severity may be raised or lowered
by Licensor, with Customer's consent, based on the information provided by Customer and/or
subsequent diagnosis or remediation efforts, including the availability of a work-around.
Level Description
A problem with the Software which renders the Software inoperative or
1 causes a significant and ongoing interruption to Customer's business
activities.
2 A problem with the Software which degrades or disrupts operation, and
causes a significant impact to portions of Customer's business activities.
A problem with the Software which slightly limits Customer's business
3 activities where some operations are impaired but most user
productivity continues
4 General questions, suggestions and feedback pertaining to use and
operation of the Software but users' productivity is not affected.
(d) Initial Response; Status Updates. Licensor will use commercially reasonable efforts to provide an
initial response and ongoing status updates for support requests within the target timeframes listed
below. All timeframes are during Licensor's normal business hours only, and are further subject to
Customer providing all information and assistance reasonably requested in connection therewith.
Licensor will escalate support requests through its technical support channels as necessary to address
covered support issues.
Level Initial Response Status Update
1 1 hour Daily until workaround or correction available.
2 2 hours Daily until workaround or correction available.
City of Fort Worth Legal Files Software Inc., Software and Services Agreement Page 21 of 23
3 1 day Define solution/fix problem within 10 calendar
days
4 2 days Define solution/fix problem within 30 calendar
days
(e) Remote Access. Upon request, Customer will provide Licensor remote access to Customer's
computer system for the purpose of remote diagnostics. Any such remote access will be subject to
Customer's remote access security policies and procedures as communicated to Licensor at the time.
(f) On-Site Visits. If in the reasonable judgment of the parties, an onsite visit to Customer's facility is
necessary to resolve a critical problem, Licensor will make an onsite visit at no additional charge to
Customer. Except, if the critical problem was not caused by a defect in the current or immediately
preceding release of the Software or is otherwise outside of warranty and Support coverage, Customer
will reimburse Licensor for the onsite visit at Licensor's then-current daily consulting rate.
E. Customer Responsibilities
In connection with Support and all other Services provided by Licensor, Customer is responsible for: (i)
assigning qualified personnel to coordinate with Licensor regarding Services; (ii) selecting and
maintaining all third party hardware, software, peripherals and connectivity necessary to meet the
system requirements for the Software; (iii) creating a restore point for its systems and backing up and
verifying all data; and (iv) adopting reasonable measures to ensure the safety, security, accuracy and
integrity of Customer's facilities,systems and network.
City of Fort Worth Legal Files Software Inc.,Software and Services Agreement Page 22 of 23
Legal Files Software I Exhibit D I Escrow Agreement
This Agreement is subject to the attached Master Source Code Escrow Agreement ("Escrow
Agreement"), which is five (5) pages in length, between Legal Files Software, Inc., and Farmer's State
Bank entered into on or about August 23, 2000. The parties agree that the City of Fort Worth is a
Licensee for the purposes of the Escrow Agreement and shall have all rights and interest of a Licensee
under the Escrow Agreement.
City of Fort Worth Legal Files Software Inc.,Software and Services Agreement Page 23 of 23