HomeMy WebLinkAboutContract 47343 CITY SECRETAW
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Legal Files Software Order Form
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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: 1000 Throckmorton Street
Fort Worth,TX 76102
Primary Contact: Mr. Eryck Walker Email: Ery_c Walker fortworthtexas„; ov Phone: (817)392-6610
Billing Contact:Tracey McVay Email:Traeey.McVayfortworthtexas. Phone: (817)392-7623
B. SOFTWARE AND SERVICES PRICING
Customer's purchase includes the following Legal FilesTI software and services:
Description Price Qty Cost
Legal FilesT"' Named User License $1,190/user 50 $59,500
Legal FilesIm Server License $4,995 1 $4,995
Maintenance and Support—One Year
Subscription 20% License Fees $12,899
License and Support Subtotal: $77,394
Onsite System Administration Training $2,100/day 3 $6,300
Onsite Configuration Assistance $2,100/day 3 $6,300
Onsite End User Training $1,800/day 10 $18,000
Project Management $200/hour 8 $1,600
Remote Installation Support $200/hour 8 No Charge
Implementation Services Subtotal: $32,200
Total: $109,594
Year 2 Maintenance and Support $13,544
Year 3 Maintenance and Support $14,221
Year 4 Maintenance and Support $14,932
Year 5 Maintenance and Support $15,679
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City of Fort Worth_Legal Files Software Inc.,Software and Services Agreement
6 OFFICIAL RECORD,
CITY SECREICAIW
Note 1: Total identified above is due and payable 50%with placement of order, balance on installation. 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. Licensor will honor per user license pricing above for twelve (12) months after initial
purchase;thereafter,additional user licenses may be purchased at Licensor's then-current pricing.
Note 3: Maintenance and support is for an initial one (1)year subscription, commencing on installation, and is
priced as a percentage of the total License Fees ordered by Customer. 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. Additionally, Licensor
reserves the right to increase maintenance and support pricing by an amount not to exceed five
percent (5%) per year over Customer's then-current pricing, assuming the same number of licenses
and users.
Note 4: Any 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.
o Less than 15 days' notice of cancellation-100%daily rate for scheduled days and personnel.
Note 5: All fees are inclusive of travel, meals, lodging, and expenses for on-site services.Customer shall not be
charged any additional fees for travel related expenses.
Note 6: Acceptance shall be deemed to occur within 15 days of completion of successful software
implementation and training unless Customer provides written notice of rejection due to non-
conformance with Documentation or the Services Description.
Note 7: Customer and Licensor will mutually agree upon an implementation and training schedule for the
services to be provided herein.
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.
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City of Fort Worth_Legal Files Software Inc.,Software and Services Agreement
Customer:Cit/y�of Fort Worth,Texas: Licensor: Legal Files Software, Inc.:
Name: Susan Alanis Name: John Kanoski
Title: Assistant City Manager Title: Chief Executive Officer
Date: Date: _ " "
Address for Notices: Address for Notices:
City of Fort Worth Legal Files Software, Inc.
Attn:Assistant City Manager Attn: President
1000 Throckmorton Street 801 S. Durkin Drive
Fort Worth, Texas 76102 Springfield, IL 62704
With Copy to: O
City Attorney at the same add s '
Attest �
ttest:
By. ..... �� � a & By.
Name: Mary J. Kayser W.. 1-41 � Name:
Title: City Secretary Title:
Approved to For .a��l Legality:
Bey: � e _.........�
Name: Maleshia B. Farmer
Title: Sr.Assistant City Attorney
Contract Authorization:
M&C:C-27555
Date Approved: December 15,2015
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City of Fort Worth_Legal Files Software Inc.,Software and Services Agreement
FRUAL RECORD
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.
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
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City of Fort Worth_Legal Files Software Inc.,Software and Services Agreement
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.
4.0 PROTECTION OF SOFTWARE.
4.1 Acknowledgement 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,
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City of Fort Worth_Legal Files Software Inc.,Software and Services Agreement
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.
5.1 Licensor's Dutv 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
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City of Fort Worth_Legal Files Software Inc.,Software and Services Agreement
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, Licnesor 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 Right 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 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.
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City of Fort Worth_Legal Files Software Inc.,Software and Services Agreement
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 5.0. (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.
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
pa rty.
(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
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City of Fort Worth_Legal Files Software Inc.,Software and Services Agreement
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.
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
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City of Fort Worth_Legal Files Software Inc.,Software and Services Agreement
Licensee
City of Fort Worth,Texas
Attn:City Attorney
1000 Throckmorton 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.
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 or
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
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City of Fort Worth_Legal Files Software Inc.,Software and Services Agreement
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
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 party 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.
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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 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.
5. 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.
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City of Fort Worth_Legal Files Software Inc.,Software and Services 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 ("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
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City of Fort Worth_Legal Files Software Inc.,Software and Services Agreement
in interest, Licensor agrees to assume such liability and to indemnify and defend the Customer and hold
the Customer harmless from such claim.
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City of Fort Worth_Legal Files Software Inc.,Software and Services Agreement
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 Section.
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City of Fort Worth_Legal Files Software Inc.,Software and Services Agreement
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.
Level 4 Low Priority: Response time: within forty-eight(48) hours of
applications and users' report.
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City of Fort Worth_Legal Files Software Inc.,Software and Services Agreement
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 5. 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,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
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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.
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City of Fort Worth_Legal Files Software Inc.,Software and Services Agreement
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. Installation
Licensor will deliver the Software for installation at Customer's site,and will provide installation instructions that
must be followed by Customer for the installation. Customer is primarily responsible for installation and
configuration of the Software, and its 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.
In connection with Customers' initial installation and configuration of the Software, Licensor will make available
the following services:
• For client/server application installation, up to eight (8) hours of technical telephone support to assist
Customer's personnel with the installation, at no additional charge.
• For web application installation, up to eight (8) hours of technical telephone support to assist
Customer's personnel with installation, at no additional charge.
• Additional remote installation assistance is available upon request, and will be billed at the rate set forth
in the Order Form.
• Onsite installation assistance is available upon request, subject to Licensor's reasonable scheduling and
availability,and will be billed at the rate set forth in the Order Form.
For purposes of the order and the EULA, installation means the date that Customer first installs the Software on
its server, exclusive of subsequent configuration or implementation work. If Customer does not install the
Software within ninety(90)days after order placement(subject to a day-for-day extension for any delay directly
attributable to Licensor), and neither party has exercised any of its termination rights under Section 8.0 of the
License Agreement, then Customer will be responsible for payment of a pro-rated amount of the total annual
fee for every thirty(30) day period for which the Software is not installed.
B. 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:
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City of Fort Worth_Legal Files Software Inc.,Software and Services Agreement
• 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 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@Le alFiles.corn 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.
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City of Fort Worth_Legal Files Software Inc.,Software and Services Agreement
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.
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
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City of Fort Worth_Legal Files Software Inc.,Software and Services Agreement
measures to ensure the safety,security, accuracy and integrity of Customer's facilities, systems and network.
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City of Fort Worth_Legal Files Software Inc.,Software and Services Agreement
Legal Files Software I Exhibit D (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,
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City of Fort Worth_Legal Files Software Inc.,Software and Services Agreement
MASTER SOURCE CODE ESCROW AGREEMENT
This Master Source Code Escrow Agreement ("Agreement") is made this 23 day of
August, 2000, by and between Legal Files Software, Inc., whose principal, office is located at
2730 South MacArthur, Springfield, IL 62704 ("LFS"), and, Farmer's State Bank of Mt. Sterling,
129 West Main, Mt. Sterling, IL 62353 ("Escrow Agent").
Whereas, LFS desires to deliver to Escrow Agent a copy of the source code ("Source Code") for
the computer software product known as Legal Files Software, which LFS desires Escrow
Agent to keep in its possession for delivery to certain third parties listed on Exhibit A
("Licensees") under certain circumstances; and
Whereas, Escrow Agent desires to act as custodian of the Source Code under the terms and
conditions specified herein.
NOW, THEREFORE, in consideration of the foregoing, of the mutual promises hereinafter set
forth, and for other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties agree to the following.
1. Delivery by LFS. Within ten (10) days after execution of this Agreement, LFS shall
deliver to Escrow Agent a documented current version of the Source Code, in computer
readable form ("Source Code Copy"). Thereafter, from time to time, LFS may deliver to
Escrow Agent the Source Code Copy for new versions of Legal Files Software being
provided to the Licensees identified in Exhibit A.
2. Duvlication; Updates: Changes. Escrow Agent may duplicate the Source Code copy by
any means whenever necessary in order to comply with the terms and provisions of this
Agreement, provided that the third party (s) to whom a copy of the Source Code Copy is
to be delivered pursuant to the terms hereof bear (s) the expense of duplication. LFS
agrees to deposit with Escrow Agent any modifications, updates, new releases or
documentation related to the Source Code Copy delivering to Escrow Agent an updated
version of the Source Code Copy as soon as practicable after the modifications, updates,
new releases and documentation become publicly available. When LFS delivers an
updated version of the Source Code Copy to Escrow Agent, Escrow Agent shall return to
LFS the previous Source Code Copy it held in custody, if so requested by LFS.
3. Right to Change Licenses. LFS may update the Licensees to whom Escrow Agent is to
deliver Source Code Copy under the certain circumstances set forth in the Agreement
by delivering Amendments to Exhibit A to Escrow Agent, which Amendments may add
or delete Licensees covered by this Agreement.
4. Delivery by Escrow Agent to Licensees. Escrow Agent agrees that the Source Code Copy
shall be held by it for delivery, under the terms and conditions hereinafter set forth, of a
copy or copies thereof to one or more Licensees who have contracted separately with
LFS, but only in the event that:
4.1. LFS notifies Escrow Agent in writing to effect such delivery by mail to a
speck Licensee or Licensees at a specific address or addresses; or,
4.2. A Licensee listed on Exhibit A, as currently amended, notifies Escrow Agent
in writing that LFS has ceased its operations for any reason and its
successors and assigns, if any, have refused to undertake LFS' obligation to
Licensee to support the software applications known as Legal Files
Software; or
4.3. Licensor suspends business, makes an absolute assignment of the bulk of
its assets for the benefit of creditors, consents to the appointment of a
trustee, custodian or receiver, or is declared insolvent or bankrupt; a.
trustee, custodian or receiver is appointed for Licensor for
a substantial part of its assets without its consent and is not discharged
within sixty (60) days of the commencement thereof; bankruptcy,
reorganization, arrangement, insolvency, receivership or liquidation
proceedings are instituted by or against Licensor and are not dismissed
within sixty (60) days of the commencement thereof;
4.4. A Licensee listed on Exhibit A, as currently amended, notifies Escrow Agent
in writing that LIPS has sold one or more of the Products listed in Exhibit A
to a third party purchaser and the purchaser of said Product has refused to
undertake LFS' obligation to Licensee to support the Product ; and,
4.5. In the case of notice pursuant to either paragraphs 4. 2 or 4.3, Escrow Agent
also receives from Licensee the following:
(a) written notification that LFS, or any of LFS' successors,
assigns or purchasers of the software products in question
(hereinafter"Successors") have failed in material respects to
support the applicable Products as required by a valid and
existing license agreement ('License Agreement") or
maintenance agreement ("Maintenance Agreement") between
Licensee and LFS or its Successors ;
(b) written evidence that Licensee has paid all fees owed to LFS its
successors required by any, existing License and Maintenance
agreement in effect between Licensee and LFS or its
successors;
(c) evidence satisfactory to Escrow Agent that Licensee has
previously notified LFS or its successors of such in Writing;
(d) a written demand that the Source Code Copy be released and
delivered to Licensee;
(e) a written undertaking from the Licensee that the copy of the
Source code Copy being supplied to the Licensee will be used
only as permitted under the terms of the License Agreement;
(fl a specific instructions from the Licensee for this delivery; and.
(g) and a statement that it shall pay Escrow Agent its reasonable
costs incurred in compliance with Licensee's request.
4.6. In the event that the provisions of paragraph 4.4 are met, Escrow Agent
shall, within five (5) days of receipt of all of the items specified in paragraph
4.4, send photocopy of all such documents received by it to LFS or any
Successors' address previously given to it by LRS pursuant to Section 12.1.
LFS or its Successors shall have forty-five (45) days from the date Escrow
Agent, shall have sent the documents to LFS or its Successors to send to
Escrow Agent written notice of its objection to the release of a copy of the
Source Code Copy and to request that the issue of the third party's
entitlement to a copy of the source code copy be submitted to arbitration in
accordance with the provisions hereof.
(a) In the event that LFS or its Successors shall send such written
notice to Escrow Agent within such time period, the matter
shall be submitted to, and settled by arbitration by a panel of
three (3) arbitrators chosen by the nearest Regional Office of
the American Arbitration Association closest to Springfield,
Illinois, in accordance with the rules of the American
Arbitration Association. The arbitrators shall apply Illinois law
and the arbitration shall take place in the city of the Regional
Office selecting the arbitrators or in such other city as agreed
upon by the parties to the arbitration. At least one (I)
arbitrator shall be reasonably familiar with the computer
software industry. The decision of the arbitrators shall be
binding and conclusive on all parties involved, and judgment
upon their decision may be entered in any court having
jurisdiction thereof. All costs of the arbitration, including
reasonable attorneys' fees and costs incurred by the prevailing
party and Escrow Agent shall be paid by the non-prevailing
party.
(b) within forty-five days after mailing the items specified in
paragraph 4.4. to LFS or its Successors, Escrow Agent has not
received written notice of objection to the release of a copy of
the Source code copy and its request for arbitration, then
Escrow Agent shall mail a copy of the Source Code Copy to the
third party in accordance with the instructions specified in
paragraph 4.4 (f).
5. Trade secrets. Escrow Agent acknowledges and agrees that the Source Code, its
documentation and all copies thereof are LFS' exclusive property, constitute valuable
"trade secrets", as that term is defined pursuant to Section 2 (d) of the Illinois Trade
Secrets Act (765 ILCS 1065/2(d)), and are protected by federal and international
copyright laws and treaties. Escrow Agent agrees to hold the Source Code Copy in the
strictest of confidence, protect it the same way it protects its own trade secrets and
shall not make it available to any person or entity except as specifically provided in this
Agreement. Finally, Escrow Agent acknowledges that electromagnetic fields will damage
the machine-readable tapes being deposited with it, as will extreme charges in
temperature and humidity.
6. Liability. Except for actual fraud or intentional misconduct, Escrow Agent shall not be
liable to LFS or to any party claiming beneficiary status under this Agreement for any
act, or failure to act, by Escrow Agent in connection with this Agreement.
7. Indemnity. LFS and any party claiming beneficiary status under this Agreement hereby
agree to indemnify and hold harmless Escrow Agent and each of its directors, officers,
and stockholders, absolutely and forever, and from and against any and all claims,
actions, damages, suits, liabilities, obligations, costs, fees, charges, and any other
expenses whatsoever, including legal fees, that may be asserted against Escrow Agent
or any of its directors, officers, or stockholders with respect to any act, except as
otherwise provided in Section 6.
8. Disputes and Interpleader. In the event of any dispute between LFS and any third party
claiming beneficiary status under this Agreement relating to delivery of a copy of the
Source Code Copy by Escrow Agent or to any other matter covered by this Agreement,
Escrow Agent may submit the matter to any court of competent jurisdiction in an
Interpleader or similar action. Any and all casts incurred by Escrow Agent in connection
therewith shall be borne by the third party seeking a copy of the Source Code copy.
without limiting the generality of the foregoing, if Escrow Agent shall be uncertain as to
its duties or rights hereunder, shah, receive any notice, advice, schedule, report,
certificate, direction or other document from any person or entity with respect to the
Source Code copy, that, in the opinion of the Escrow Agent is in conflict with any of the
provisions of this Agreement, or shall be advised that a dispute has arisen with respect
to the ownership or right of possession of the Source Code Copy, or any part thereof,
Escrow Agent shall be entitled, without liability to anyone, to refrain from taking any
action other than to exercise its best efforts to keep safely the Source Code Copy until
Escrow Agent shall be directed otherwise in writing by an order, decree, or judgment of
a court of competent jurisdiction that is then finally affirmed oh appeal or that by the
lapse of time or otherwise is no longer subject to appeal; but Escrow Agent shall be
under no duty to institute or defend any such proceeding.
9. Bankruptcy. LFS and Licensee acknowledge that this Agreement is an "agreement
supplementary to" the License Agreement as provided in Section 365 (n) of Title 11,
United States Code (the "Bankruptcy Code"). LFS acknowledges that if LFS, as a debtor
in possession or a trustee in Bankruptcy in a case under the Bankruptcy Code, rejects
the License Agreement or this Agreement, Licensee may elect to retain its rights under
the License Agreement and this Agreement as provided in Section 365 (n) of the
Bankruptcy code. Upon written request of Licensee to LFS or the Bankruptcy Trustee,
LFS or such Bankruptcy Trustee shall not interfere with the rights of Licenses as
provided in the License Agreement and this agreement, including the tight to obtain the
source material from Escrow Agent.
10.Termination and Payment. The term of this Agreement shall be concurrent with the
License and Maintenance Agreements of the Licensees. However, Escrow Agent may
resign and terminate this Agreement if it gives LFS written notice thereof ninety (90)
days in advance. In the event of non-payment of any fees due hereunder by LFS,
Escrow Agent shall give notice at such non-payment to the Licensees and LFS. In such
an event, the Licensees, Within ten (10) days of receipt of notice from Escrow Agent,
shall have the right to enter into an individual escrow agreement for the applicable
Product(s) upon substantially the same terms as this Agreement and upon the payment
of the Escrow Agent's standard charges therefore. In any event, this Agreement may not
be terminated for non-payment prior to one hundred (100) days after Escrow Agent has
sent notice of non-payment to Licensees. Upon such termination, all Source Code
Copies, except for those necessary to maintain the individual escrow agreements as
provided for herein, shall be returned to LFS. Nothing herein shall be construed to allow
the Licensee to ever use the source Code Copy in contravention of its License and far
any other purpose other than to support its copy of the software.
11.Verification. Upon receipt of a written request from any Licensee, Escrow Agent is
hereby authorized to verify the contents of it escrow account as they are applicable to
the requesting Licensee.
12. Miscellaneous Previsions
12.1. Notices All notices and demands required or permitted under this Agreement
shall be in writing and may be delivered personally to one of the persons set
forth below, sent by registered or certified mail, postage prepaid, or by an
overnight express service, e. g. Federal Express, airborne Express, etc., to
one of the persons or entities 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: Mr. Edward
Teefey, President; Farmer's State Bank of Mt Sterling; 129 West Main, Mt.
Sterling, IL. 62353.
12.2. Severability. If any provision of this Agreement or the application of such
provision to any person, entity or circumstance shall be held invalid, the
remainder of this Agreement, or the application of such provision to persons,
entities or circumstances, other than those as to which it is held invalid,
shall not be affected.
12.3. Parties Bound. This Agreement shall be binding upon the patties hereto,
their successors, heirs, devisees, assigns, legal representatives, executors
and administrators.
12.4. LFS' Right to Assign. The parties agree that LFS, with or without Escrow
Agent's permission and without further consideration to the Escrow Agent,
may assign its rights and obligations hereunder to a third party upon"notice
to Escrow Agent as provided for in paragraph 12.1.
12.5. Applicable Law. This Agreement shall be governed by the laws of the State of
Illinois.
12.6. Headings. The headings in this Agreement are inserted for convenience and
identification only and are in no way intended to describe, interpret, define
or limit the scope, extent or intent of this Agreement or any provision.
12.7. Final Agreement. This Agreement constitutes the complete, final and
exclusive expression of the parties' agreement, and it supersedes all
IA G 1
proposals and other communications made between 'the parties concerning
the subject matter hereof. This Agreement cannot be modified except by
written agreement signed by all the parties hereto. However, notwithstanding
anything to the contrary in the previous sentence, LFS may amend Exhibit A
by signing and sending such amendments in the manner provided in section
12.1.
IN WITNESS WHEREOF, both parties have executed this Agreement
Farmer's State 1;&'J CO . Legal Fjjesk9oftware, Inc.
Ed�p doff Ro " Kanosld
Date Date
M&C Review Page 1 of 2
Official site of the City of Fort Worth,Texas
CITY COUNCILAGENDA
FORT WORTII
COUNCIL ACTION: Approved on 12/15/2015
DATE: 12/15/2015 REFERENCE NO.: **C-27555 LOG NAME: 12LEGAL FILES
AGREEMENT
CODE: C TYPE: CONSENT PUBLIC NO
HEARING:
SUBJECT: Authorize Execution of an Agreement with Legal Files Software, Inc., Using a
Cooperative Contract in an Amount Not to Exceed $125,000.00 for First Year
Implementation Costs for a Comprehensive Case Management Software System for the
City Attorney's Office (ALL COUNCIL DISTRICTS)
RECOMMENDATION:
It is recommended that the City Council authorize the execution of an Agreement with Legal Files
Software, Inc., using Florida Department of Highway Safety and Motor Vehicles Agreement, Bid No.
ITN 008-09 REBID, in an amount not to exceed $125,000.00 for first year implementation costs for a
Comprehensive Case Management Software System for the City Attorney's Office.
DISCUSSION:
Pursuant to the City Council's direction to become more technology driven, the City Attorney's Office
researched options for an integrated case file management system. A Request for Information (RFI)
for a comprehensive full featured electronic file management system for the City Attorney's Office
was issued on January 2, 2015. The Purchasing Division received seven responses to the RFI. A
team from the Purchasing Division, IT Solutions Department and the City Attorney's Office evaluated
each response. After reviewing the responses, conducting demonstrations with four of the vendors
and conducting some additional research and due diligence, it was determined that Legal Files
Software, Inc., provided the best solution for the needs of the City Attorney's Office.
Legal Files Software Inc., has been providing document management services to legal offices
throughout the United States and internationally since 1990. The Legal Files Case Management
Software System will allow the organization and automation of cases, provide for a central repository
for litigation documents and contracts, standardize case creation and tracking, provide deadline
tracking and integrated scheduling and allow for the management of electronic discovery. The
software is also fully integrated with the Microsoft Office suite and Adobe pdf files. Legal Files
Software is a proven product and has been used by legal offices in over 40 public sector
organizations, including City Attorney Offices in Arlington, Texas; Richmond, Virginia; Memphis,
Tennessee; and other government legal offices such as Texas Departments of Insurance, Licensing
and Regulation and Texas Commission on Environmental Quality.
The City Attorney's Office had a$55,000.00 budget savings in Fiscal Year 2014 and those funds
were rolled to the General Capital Projects Fund (M&C G-18390, January 6, 2015) for the purchase
of software. Through the diligence of the City Attorney to limit the use of outside counsel, the
department realized a savings in the Outside Counsel account of the General Fund in Fiscal Year
2015 in the amount of$70,000.00. These budget savings will fund the initial purchase of the case
management system and were also moved to the General Capital Projects Fund (M&C G-18544,
September 1, 2015). The purchase of this software system will enable the City Attorney's Office to
optimize business processes and improve customer service.
COOPERATIVE PURCHASE- State law provides that a local government purchasing an item under
a Cooperative Purchasing Agreement satisfies state laws requiring that the local government seek
competitive bids for purchase of the item. The Florida Department of Highway Safety and Motor
http://apps.cfwnet.org/council_packet/mc_review.asp?ID=21783&councildate=12/15/2015 12/16/2015
M&C Review Page 2 of 2
Vehicles Agreement, Bid No. ITN 008-09 REBID was competitively bid and authorizes use of the
contract by other government entities in accordance with state law and upon agreement of the
vendor.
PRICE ANALYSIS -The City has no purchasing history for this type of software. Staff has reviewed
and determined this pricing to be fair and reasonable.
M/WBE OFFICE -A waiver of the goal for MBE/SBE subcontracting requirements was requested by
the Purchasing Division and approved by the M/WBE Office, in accordance with the BDE Ordinance,
because the purchase of goods or services is from sources where subcontracting or supplier
opportunities are negligible.
AGREEMENT TERMS -Upon City Council approval, this Agreement shall begin upon execution and
expire one year from the date of execution.
RENEWAL OPTIONS -This Agreement may be renewed up to four additional one-year terms at the
City's option. This action does not require City Council approval provided that the City Council has
appropriated sufficient funds to satisfy the City's obligations during the renewal terms. Staff
anticipates renewal costs for maintenance to be approximately$15,849.00 annually with an increase
of up to 5 percent each year.
ADMINISTRATIVE INCREASE -An administrative increase may be made up to$31,250.00 by the
City Manager and does not require specific City Council approval as long as sufficient funds have
been appropriated.
FISCAL INFORMATION/CERTIFICATION:
The Financial Management Services Director certifies that funds are available in the Current Year
Capital Budget, as appropriated, of the General Capital Projects Fund. The total available budget for
this project is$125,000.00. After approval of the above recommendations, there will be no available
budget.
TO
Fund Department Account Project Program I Activity I Budget I Reference# Amount
ID ID Year Chartfield 2
FROM
Fund Department Account Project Program Activity Budget Reference# Amount
ID ID Year Chartfield 2
1 130100 012E415 C10121 2016 $125,000.00
Submitted for City Manager's Office by: ALL ACMs (6222)
Originating Department Head: Sarah Fullenwider(7606)
Additional Information Contact: Maleshia Farmer(7887)
ATTACHMENTS
http://apps.cfwnet.org/council_packet/mc_review.asp?ID=21783&councildate=12/15/2015 12/16/2015