HomeMy WebLinkAboutContract 51149 CITY SECRETARY I J
CONTRACT NO. `t
Software License Agreement
Between
THE CITY OF FORT WORTH POLICE DEPARTMENT
And
Cl TECHNOLOGIES,INC.
RECEIVED
AUG 2 7 2018
CITY OF FORT WORTH
CITY SECRETARY
OFFICIAL RECORD
CITY SECRETARY
City Of Fort Worth—Software Purchase Agreement
FT.WORTH,TX
SOFTWARE LICENSE AGREEMENT
Between
THE CITY OF FORT WORTH and/or FORT WORTH POLICE DEPARTMENT
And
CI TECHNOLOGIES,INC.
This Agreement for the no cost evaluation usage and optional purchase of EIPro early intervention software
system is made between the City of Fort Worth and/or Fort Worth Police Department underthe laws of State of Texas
("Customer") and CI Technologies Inc., an existing U.S. corporation, whose address is 65 Seaside Capers Rd., St.
Augustine, Florida,32084(the "Company"or"Cl Technologies")and is dated for reference May 24, 2018
RECITALS:
A. WHEREAS: The Customer desires to acquire a software system for an Early Intervention System called EIPro
for use by its Police Department.
B. WHEREAS: CI Technologies is a software developer and owner of such a system and is willing to provide such
system for evaluation usage at no charge by City of Fort Worth Police Department for a period ending August 31St
2020. During that period, City of Fort Worth may elect to purchase EIPro at the preferential pricing provided.
NOW THEREFORE,in consideration of the premises and mutual covenants herein contained,and other good
and valuable consideration (the receipt and sufficiency of which is hereby acknowledged), the Customer and CI
Technologies(collectively,the"Parties" and individually a "Party') mutually agree as follows:
1. DEFINITIONS
In addition to definitions set forth herein,the following terms shall have the following meanings for purposes
of this Agreement:
(a) AGREEMENT. The term "Agreement" means this Agreement and all exhibits attached hereto, as
amended, modified or supplemented from time to time.
(b) AFFILIATES. The term "Affiliates" means all departments or units of the Customer and all other
governmental units,towns,boards,committees or municipalities for which the Customer processes
data or performs services that involve the System.
(c) EIPro means the software system that is used for early intervention.
(d) COMPANY SOFTWARE AND Cl TECHNOLOGIES SOFTWARE.The terms"Company Software" and "Cl
Technologies Software" shall be used interchangeably to mean all pre-existing software owned by
the Company or any of its "Related Entities"which the Company provides or is required to provide
under this Agreement, as set forth in this Agreement and all Updates, Customizations and
Enhancements to the foregoing.For the purposes of this Agreement,the term"Related Entity"shall
mean any person or entity that is directly or indirectly in control of,controlled by,or under common
control with the Company,including but not limited to, parent,subsidiary,and affiliate entities.The
word, "control," as used in this context, shall mean ownership of a sufficient percentage (not
necessarily a majority) of the outstanding voting interests in an entity so as to afford effective
control of the management of the entity.
EIPro No charge/Trial use Licensing Period
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(e) CURRENT RELEASE. The term "Current Release" shall mean the latest version of the Software
offered for general commercial distribution ata given point in time, including all Updates.
(f) EVALUATION USE. The term "Evaluation use" shall mean full and unlimited usage of EIPro by
employees of the City of Fort Worth Police Department for a specified period of time. The nature
of usage will be the same at that of a fully licensed customer and all data based on that usage shall
be owned by the customer. The evaluation use EIPro software and related data will be available for
continued usage if orwhen the City of Fort Worth Police Department elects to purchase EIPro during
the evaluation period. If EIPro is not purchased by the customer during the evaluation period,the
Customer will decommission the software and uninstall EIPro application in a timely manner not to
exceed 30 days after August 30`h,2020.
(g) CUSTOMER. The term customer shall mean City of Fort Worth Police Department.
(h) DATABASE.The term "Database" shall mean the software application that is licensed to house the
data.
(i) DEFECT. The term "Defect" shall mean any failure of the System or any component thereof to
materially conform to the Specifications and Requirements as set forth in the EIPro product features
documentation and marketing collateral. A non-conformity is not a Defect if it results directly from
the Customer's improper use or damage.
(j) DELIVERABLES. The term "Deliverables" shall mean, without limitation, all Documentation, tasks,
manuals, information, designs, plans and other items, including without limitation the EIPro
application and its related database,which the Company is required to complete and deliver to the
Customer in connection with this Agreement.
(k) DOCUMENTATION. The term "Documentation" shall mean, without limitation, all written,
electronic, or recorded works,that describe the use,functions,features, or purpose of the System
or any component thereof, and which are published or provided to the Customer by the Company
or its subcontractors, including without limitation all end user manuals, training manuals, guides,
program listings,data models,flow charts, logic diagrams,and other materials related to or for use
with the System.
(1) EFFECTIVE DATE means within 30 days of the date this contract is signed.
(m) HARDWARE.The term "Hardware" shall mean all software and related files and documents,which
the Company actually provides or is required to provide under the terms of this Agreement
(whether now or in the future).
(n) INTELLECTUAL PROPERTY.The term"Intellectual Property"means all right,title,interest and benefit
of a Party in and to any registered or unregistered world-wide trademarks, trade or brand names,
service marks, copyrights, copyright applications, designs, logos, symbols, patents, patent
applications, industrial design rights, circuit topographies or similar rights, rights in and to licenses
and sub-licences from third parties in any of the foregoing,Confidential Information,trade secrets,
processes, know-how,technology and other intellectual or industrial property.
(o) LICENSE. "License" means the license to use the Software as described in this agreement.
(p) MAINTENANCE PERIOD means the period commencing upon the expiration of the warranty period.
(q) MAINTENANCE SERVICES. The term "Maintenance Services" shall mean the support and
maintenance services to be provided.
EIPro No charge/Trial use Licensing Period
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(r) MODULES.The term "Modules"shall mean the stand-alone units of Software created by Company
to be used with the Software.
(s) EIPro. The term "EIPro" means the early intervention system to be provided by Cl Technologies
hereunder.
(t) SOFTWARE.The term "Software"or"EIPro" means and includes without limitation:
(i) The early intervention software EIPro and all other software supplied by Cl Technologies;
(ii) All Customizations;
(iii) All Third Party Software; and
(iv) All Updates, Upgrades and Customizations relating to the Software,
excluding the Source Code.
(u) SOURCE CODE. The term "Source Code" shall mean the human readable form of a computer
program and all algorithms, flow charts, logic diagrams, structure descriptions or diagrams, data
format or layout descriptions, pseudo-code,code listings(including comments),and other technical
documentation relating to such program.
(v) SPECIFICATIONS AND REQUIREMENTS. The term "Specifications and Requirements" shall mean all
definitions, descriptions, requirements, criteria, warranties and performance standards relating to
the Software or System that is set forth in this Agreement.
(w) SYSTEM. The term "System" shall mean the early intervention system to be designed, supplied,
installed,configured,tested and commissioned by the Company and having the characteristics and
specifications defined under this Agreement, including but not limited to all Software.
(x) THIRD PARTY SOFTWARE.The term "Third Party Software" shall mean all software included within
the System or required for the System to function in full compliance with the Specifications and
Requirements that is provided by the Company under this Agreement and is not owned by the
Company.
(y) UPDATES. The term "Updates" shall mean any revision or addition to Software provided by the
Vendor thereof or which are periodically released to improve or alter the operation of the licensed
Software. The term "Update" does not include separate modules or functions that are separately
licensed and priced,or any new product that is developed and marketed as a separate product by
the Vendor thereof.
(z) UPGRADES. The term "Upgrades" shall mean program changes to the Software made to enhance
the functionality of the Software and/or related Documentation delivered hereunder, most
commonly given a new version number, that are made generally available to Cl Technologies'
licensees.
(aa) WARRANTY PERIOD.The term"Warranty Period"shall mean the two years following Acceptance of
each Deliverable.
(bb) WORKAROUND. The term "Workaround" shall mean a reasonable change in the procedures
followed or data supplied to avoid a Defect that does not impair the performance of the System or
increase the cost of using the System.
EIPro No charge/Trial use Licensing Period
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2. PRICE AND PAYMENT
No charge for usage for an evaluation period to end on or before August 3111, 2020.
Optional purchase on or before August 31St, 2020
Maintenance Services-$1,800.00 annually
3. LICENSE OF SOFTWARE
Grant of License and Right to Use
Cl Technologies retains exclusive title and ownership of all copies of the Software licensed under this
Agreement and hereby grants to Customer a non-exclusive, non-transferable, royalty free, worldwide license in
perpetuity to use one copy of the Software and related documentation on the following two scenarios:
1 — City of Fort Worth Police Department uses EIPro at no charge during an evaluation use period
commencing no later than 30 days after signing of this contract through the end of the year 2021.
If EIPro is not purchased by the customer during the evaluation period,the Customer will decommission the
software and uninstall EIPro application in a timely manner not to exceed 30 days after August 30th,2020.
2—During the evaluation use period, Fort Worth Police Department exercises the option to purchase EIPro
at the preferential rate of$1,800.00 annually for maintenance and moves forward to use the software as a licensed
customer for an unlimited period of time.
As a licensed customer,City of Fort Worth Police Department will have the option of paying for and keeping
current with annual maintenance services offered by Cl Technologies, Inc. in order to receive technical and user
support, new releases and other support services.
All rights not specifically granted in this Agreement are reserved to Cl Technologies.
Permitted Uses
Customer may use the Software solely for the purpose of operating an early intervention system. The
Software may be installed on any and all workstations owned or controlled by the Customer or its Affiliates. Customer
is authorized to make reasonable copies of the Software for redundancy, archival internal backup purposes.
Prohibitions
Customer shall not sell, rent, lease,sub-license, lend,time-share or transfer, in whole or in part, or provide
unlicensed third parties access to the prior or present versions of the Software, any updates, or to Customer's other
rights underthis Agreement.Customer shall not reverse engineer,de-compile,or disassemble the Software.Customer
shall not alter or modify the Software except as authorized by this agreement. Customer shall not make additional
copies of the Software beyond those necessary for back-up purposes. Customer shall not remove or obscure any of
the copyright or trademark notices. Customer shall not copy the documentation that accompanies the software
except as necessary for operational purposes. Except as provided herein, no right is granted for the use of Software
by any third person.
EIPro No charge/Trial use Licensing Period
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Assignment
Customer shall not assign this license or any of Customer's rights without the prior written consent of Cl
Technologies.Any purported assignment without such consent is null and void.As a condition to granting consent, Cl
Technologies may require the payment of additional licensing fees.
Backup Copies
Customer may make such copies of the Software as are reasonably necessary for Customer for redundancy,
backup and/or archival purposes only.
4. INTELLECTUAL PROPERTY RIGHTS
Cl Technologies
Customer acknowledges and agrees that Cl Technologies retains legal ownership of the Software and
Documentation, including without limitation all copyrights and other intellectual property rights that may exist now
or in the future. Customer's rights to use the Software are also governed by the Licence. Without limiting the
generality of the foregoing,the data structures and architecture of the Software are owned by Cl Technologies.
Customer
Cl Technologies acknowledges: (a)the data contained within the database provided by the Customer is and
will remain the exclusive property of the Customer;and (b)the Customer retains full and complete rights to use such
data. Cl Technologies shall not disclose, transfer or sell any data contained in the Database to any person and shall
comply with the confidentiality requirements set forth in this Agreement.
Trade-marks
Nothing contained in this Agreement shall be construed as licensing either party to use any trademark or
trade name owned or used by the other party without its prior written consent.
S. WARRANTIES
General
Cl Technologies warrants and represents,that: (1) it has the power and authority to enter into and perform
its obligations under this Agreement, (2) this Agreement, when executed and delivered, shall be a valid and binding
obligation of Cl Technologies enforceable in accordance with its terms, (3) Cl Technologies shall, at all times during
the term of this Agreement, be qualified, professionally competent, and duly licensed to perform its obligations
hereunder(4),Cl Technologies is and will be either the sole owner of,or duly licensed and authorized to use,all works
employed by Cl Technologies in preparing any and all Software,(5)it has and will have full and sufficient right to assign
or grant the rights and/or licenses in the Software to Customer as contemplated hereunder and (6) all Software
provided to the Customer does not and will not infringe any copyrights or similar rights of any third party,nor has any
claim (whether or not embodied in an action, past or present)of such infringement been threatened or asserted, nor
is such a claim pending against Cl Technologies or, insofar as Cl Technologies is aware any entity from which Cl
Technologies has obtained such rights.
Warranty Period
For the period ending two years after Acceptance of each Deliverable ("Warranty Period"), Cl Technologies
warrants and represents that (1) the level of bugs or errors in the user interface or in the processing or handling of
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transactions will be no greater than reasonable or customary in the industry, (2) Cl Technologies has made and will
use its best efforts to promptly eliminate Defects, (3) the Software will operate without unreasonable interruptions
(either in number or duration),(4)the Software is compatible with most major hardware and software configurations
(5)the Software will operate in accordance with the specifications and requirements as set out in the EIPro Product
Features document, (6)that all Software shall be prepared by it in a workmanlike manner and in accordance with the
highest professional standards; (7) all Software will function on the machines and with operating systems for which
they are specified to be installed under this Agreement; (8) all Software will conform in all material aspects to the
Specifications and Requirements and functions set forth herein and in the Documentation; (9)the maximum number
of records that can be maintained or processed by the Software provided hereunder shall be the same maximum
number of records per file allowed by the underlying database software; and (10) Cl Technologies will perform all
work in compliance with applicable law.
Cl Technologies does not warrant or represent that the Software or Documentation is completely free of
errors, that the Software will always operate without any interruptions, or that the Software is compatible with all
conceivable hardware and software configurations.
Cl Technologies is not responsible for products and services sublicensed or resold by Cl Technologies to
Customer,and Cl Technologies agrees that all warranties and guarantees by Cl Technologies'vendors shall be passed
through and/or assigned as necessary to the Customer.
Correction of Defects During Warranty Period
During the Warranty Period, Cl Technologies shall,at its own cost and expense, correct defects reported by
Customer and make the necessary modification, additions or adjustments to correct deficiencies in the Software to
comply with the Specifications and Requirements.The said services shall be provided without charge except where Cl
Technologies is called upon by the Customer to correct an error and such error is found to be caused bythe Customer's
negligence, unauthorized modification by the Customer, Customer supplied data which does not conform to Cl
Technologies'formats,machine failure, operator error or any other cause not inherent in or caused by the Software,
whereupon Cl Technologies reserves the right to charge the Customer for such service on a time and material basis
at Cl Technologies'then current rates.
Reliance on Warranties
EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, NEITHER PARTY HAS MADE ANY WARRANTIES OR
REPRESENTATIONS, EXPRESS OR IMPLIED BY OPERATION OF LAW OR OTHERWISE, CONCERNING THIS AGREEMENT,
INCLUDING WITHOUT LIMITATION THE SOFTWARE OR MAINTENANCE SERVICES TO BE PROVIDED HEREUNDER.
NEITHER PARTY HAS RELIED ON ANY EXPRESS OR IMPLIED REPRESENTATION OF THE OTHER PARTY, WRITTEN OR
ORAL, EXCEPT AS STATED IN THIS AGREEMENT, AS AN INDUCEMENT TO ENTERING INTO THIS AGREEMENT. IN
ADDITION, Cl TECHNOLOGIES EXPRESSLY DISCLAIMS ANY WARRANTY OR REPRESENTATION TO ANY PERSON OTHER
THAN CUSTOMER WITH RESPECTTO THE LICENSED PROGRAM MATERIALS OR ANY PART THEREOF.
6. LIMITATIONS OF LIABILITY
General Limitations
Cl TECHNOLOGIES' MAXIMUM LIABILITY TO THE CUSTOMER FOR DAMAGES, LOSSES, LIABILITIES, CLAIMS,
AND CAUSES OF ACTION SHALL NOT EXCEED, IF THE CLAIM IS COVERED BY INSURANCE, THE AMOUNT PAYABLE
PURSUANT TO THE POLICY OF INSURANCE.
FOR ANY BREACH OF THIS AGREEMENT THE CUSTOMER'S EXCLUSIVE REMEDY, AND Cl TECHNOLOGIES'
ENTIRE LIABILITY IS, AT Cl TECHNOLOGIES' OPTION, EITHER THE CORRECTION OF THE DEFECT IN THE SOFTWARE,
REPERFORMANCE OF THE SERVICE (IF THE BREACH ARISES OUT OF Cl TECHNOLOGIES' SERVICE), OR RECOVERY BY
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THE CUSTOMER OFA PARTOF THE AMOUNT PAID HEREUNDER THAT REASONABLY RELATES TO THE BREACH,SUBJECT
TO THE LIMITATIONS SET OUT BELOW.
Cl TECHNOLOGIES SHALL NOT BE LIABLE FOR ANY, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR
EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF REVENUES, PROFITS,GOODWILL,
USE, DATA, FAILURE TO REALIZE EXPECTED SAVINGS,OR OTHER INTANGIBLE LOSSES(EVEN IF Cl TECHNOLOGIES HAS
BEEN ADVISED OFTHE POSSIBILITY OF SUCH DAMAGES),RESULTING FROM THE CUSTOMER'S USE OF THE SOFTWARE.
In addition to the foregoing,TO THE EXTENT PERMITTED BY LAW,,NEITHER PARTY'S LIABILITYTO THE OTHER
PARTY IN CONNECTION WITH ANY CAUSE OF ACTION, whether in contract,tort, by way of indemnification or under
statute,COSTS OR DAMAGES RELATING TO THIS AGREEMENT SHALL NOT EXCEED(1) FOR ACTIONS ACCRUING PRIOR
TOTHE END OF THE WARRANTY PERIOD THE TOTAL PRICE PAID FOR THE SOFTWARE,AND(2)FOR ACTIONSACCRUING
IN THE MAINTENANCE PERIOD SHALL NOT EXCEED THE TOTAL PRICE PAID FOR MAINTENANCE AND SUPPORT IN THE
TWELVE MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
Press Releases/Reference as customer
The parties agree that Company may,following the execution of this Agreement and from time to time during
the term of this Agreement, issue press releases that describe the business relationship of the parties under this
Agreement. Customer also agrees to serve as a reference Customer for Company, meaning that Customer agrees to
speak with other Customers or potential Customers of Company,at Company's reasonable request.
7. MISCELLANEOUS
Addresses
Any statement, notice, request or other communication hereunder shall be deemed to be sufficiently given
to the addressee and any delivery hereunder deemed made the following business day when actually delivered or
faxed(with receipt confirmation)to the following addresses:
To The CITY:
City of Fort Worth
Attn:Jesus J.Chapa
Assistant City Manager
200 Texas Street
Fort Worth,TX 76102-6311
Fax number:(817)392-8502
With a copy to the City Attorney's Office at the same address and to:
Contract Compliance Specialist
Bob Bolen Public Safety Complex
505 W. Felix St.
Fort Worth,TX 76115
To Cl Technologies:
Michael Blumberg, President
Cl Technologies Inc.
122 West 6`h Avenue
Vancouver, BC V5Y 11<6
Canada
Fax number: (800) 620-8504
Or to such other address as the party may specify from time to time by notice given in accordance with this section.
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Construction
Each party acknowledges that it has read this Agreement,understands it and agrees to be bound by its terms.
Each party acknowledges that the Agreement should not be strictly construed against one party or the other, but
interpreted reasonably and fairly so as to give effect to the manifest intentions of the parties.
Modification
This Agreement may not be modified except by a written instrument duly executed by the parties hereto.
The Customer may, from time to time, require changes in the scope of this Agreement.Such changes, including any
increase or decrease in the amount of Cl Technologies' compensation, or services, shall: (a) be made only in writing
and signed by an authorized Customer representative, (b) be explicitly identified as a change to this Agreement and
(c) become a part of this Agreement.
Force Majeure
Each party shall be excused from delays in performing or from its failure to perform hereunder to the extent
that such delays or failures result from causes beyond the reasonable control of such party;provided that,in order to
be excused from delay or failure to perform,such party must act diligently to remedy the cause or effect of such delay
or failure to the extent the party is able. In the event of such delays, the timetables shall be extended by as many
calendar days as the delay caused by forces outside the reasonable control of the parties.
Required Approvals
Where agreement, approval, acceptance, or consent by either party is required by any provision of this
Agreement,such action shall not be unreasonably delayed or withheld.
Applicable Law and Choice of Forum
This Agreement and the parties' obligations hereunder shall be governed, construed, and enforced in
accordance with the laws of the State of Texas and the laws of United States of America applicable therein.The parties
agree that all disputes shall be submitted to a court of competent jurisdiction In Fort Worth,Texas
Disputes
With the exception of any claim relating to Intellectual Property rights or a breach of the confidentiality
provisions set forth in this Agreement,If a dispute arises between the parties involving this Agreement or any provision
thereof,the parties shall conduct good faith negotiations to resolve such dispute or disagreement,failing which,after
7 days,either party may request by written notice to the other that the dispute be escalated to Senior Management.
If such a request is made, each party shall make available the senior executives specified below ("Senior
Management")who shall meet within fifteen(15) business days after such request is made,at the offices of the party
that received the request, to attempt to resolve the dispute. Either party may change its Senior Management
appointee upon prior written notice to the other.
Cl Technologies-Michael Blumberg, President
City of Fort Worth—Joel F. Fitzgerald,Chief of Police
In case Senior Management does not settle such dispute within an additional fifteen (15) days,then either
party may refer the dispute or disagreement to a single arbitrator.
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Severability of Agreement
In the event that any provision of this Agreement is held invalid,void,illegal or unenforceable,the remainder
of this Agreement shall not be impaired or affected thereby,and each term, provision,and part shall continue in full
force and effect and shall be interpreted in manner consistent with the intent of the parties.
Headings for Convenience.
The section and subsection headings used herein are for referral and convenience only, and shall not enter
into interpretation hereof. The exhibits referred to herein and attached (if any), and to be attached hereto, are
incorporated herein to the same extent as if set forth in full herein.
Assignment Barred
Neither party may assign its rights or duties under this Agreement without the prior written consent of the
other party, except to a successor of all or substantially all of its business and properties. This provision does not
prevent Cl Technologies from engaging appropriate independent Cl Technologies' contractors to complete its work
provided that Customer approves of such Cl Technologies' independent contractors, and such approval shall not be
unreasonably withheld. In such event, Cl Technologies shall remain fully liable and responsible for such contractors
and shall not be relieved of any of its obligations hereunder.
Order of Precedence
In the event of any conflict between the clauses of this Agreement, its exhibits, and any of the documents
incorporated by reference, the following order of precedence applies: (a) this Agreement; (b) exhibits to this
Agreement; (c) Cl Technologies' proposal and any changes thereto in reverse chronological order, (i.e., most recent
modifies the earliest);and (d)any other documents incorporated by reference.
Waiver of Rights
The waiver by either party of any term or condition of this Agreement shall not be deemed to constitute a
continuing waiver thereof nor of any further or additional right that such party may hold under this Agreement.
Currency
All amounts referred to in this Agreement are in US Dollars.
IN WITNESS to this Agreement the parties have caused this Agreement to be executed and delivered by
their duly authorized representatives.
Executed as of the day and year first above stated.
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ADDENDUM TO SOFTWARE LICENSE AGREEMENT
BETWEEN
THE CITY OF FORT WORTH
AND
Cl TECHNOLOGIES,INC.
This Addendum to Software License Agreement ("Addendum") is entered into by and between the Cl
Technologies, Inc. ("Seller")and the City of Fort Worth("City"),collectively the"parties",for a purchase of licenses.
The Contract documents shall include the following:
1. The Software License Agreement;and
2. This Addendum.
Notwithstanding any language to the contrary in the attached Software License Agreement (the
"Agreement"),the Parties hereby stipulate by evidence of execution of this Addendum below by a representative of
each party duly authorized to bind the parties hereto, that the parties hereby agree that the provisions in this
Addendum below shall be applicable to the Agreement as follows:
1. Termination.
a. Convenience. Either City or Seller may terminate the Agreement during the evaluation
period at any time and for any reason by providing the other party with 30 days written notice of termination.
b. Breach. If either party commits a material breach of the Agreement, the non-breaching
Party must give written notice to the breaching party that describes the breach in reasonable detail. The
breaching party must cure the breach ten (10)calendar days after receipt of notice from the non-breaching
party, or other time frame as agreed to by the parties. If the breaching party fails to cure the breach within
the stated period of time,the non-breaching party may, in its sole discretion, and without prejudice to any
other right under the Agreement, law, or equity, immediately terminate this Agreement by giving written
notice to the breaching party.
C. Fiscal Funding Out. In the event no funds or insufficient funds are appropriated by City in
any fiscal period for any payments due hereunder, City will notify Seller of such occurrence and the
Agreement shall terminate on the last day of the fiscal period for which appropriations were received without
penalty or expense to the City of any kind whatsoever, except as to the portions of the payments herein
agreed upon for which funds have been appropriated.
d. Duties and Obligations of the Parties. In the event that the Agreement is terminated prior
to the Evaluation Period,City shall pay Seller$0.00 for services actually rendered up to the effective date of
termination and Seller shall continue to provide City with services requested by City and in accordance with
the Agreement up to the effective date of termination. Upon termination of the Agreement for any reason,
in the event Seller has received access to City information or data as a requirement to perform services
hereunder, Seller shall return all City provided data to City in a machine readable format or other format
deemed acceptable to City.
2. Attorneys' Fees, Penalties, and Liquidated Damages. To the extent the attached Agreement
requires City to pay attorneys' fees for any action contemplated or taken, or penalties or liquidated damages in any
amount, City objects to these terms and any such terms are hereby deleted from the Agreement and shall have no
force or effect.
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3. Law and Venue. The Agreement and the rights and obligations of the parties hereto shall be
governed by,and construed in accordance with the laws of the United States and state of Texas,exclusive of conflicts
of laws provisions. Venue for any suit brought under the Agreement shall be in a court of competent jurisdiction in
Tarrant County,Texas.To the extent the Agreement is required to be governed by any state law other than Texas or
venue in Tarrant County,City objects to such terms and any such terms are hereby deleted from the Agreement and
shall have no force or effect.
4. Sovereign Immunity.Nothing herein constitutes a waiverof City's sovereign immunity.Tothe extent
the Agreement requires City to waive its rights or immunities as a government entity; such provisions are hereby
deleted and shall have no force or effect.
5. Indemnity. To the extent the Agreement requires City to indemnify or hold Seller or any third party
harmless from damages of any kind or character,City objects to these terms and any such terms are hereby deleted
from the Agreement to the extent the damages are not covered by immunity and shall have no force or effect.
6. No Debt. In compliance with Article 11 § 5 of the Texas Constitution, it is understood and agreed
that all obligations of City hereunder are subject to the availability of funds. If such funds are not appropriated or
become unavailable, City shall have the right to terminate the Agreement except for those portions of funds which
have been appropriated prior to termination.
7. Confidential Information. City is a government entity under the laws of the State of Texas and all
documents held or maintained by City are subject to disclosure under the Texas Public Information Act.To the extent
the Agreement requires that City maintain records in violation of the Act, City hereby objects to such provisions and
such provisions are hereby deleted from the Agreement and shall have no force or effect. In the event there is a
request for information marked Confidential or Proprietary,City shall promptly notify Seller.It will be the responsibility
of Seller to submit reasons objecting to disclosure. A determination on whether such reasons are sufficient will not
be decided by City, but by the Office of the Attorney General of the State of Texas or by a court of competent
jurisdiction.
8. Addendum Controlling. If any provisions of the attached Agreement,conflict with the terms herein,
are prohibited by applicable law, conflict with any applicable rule, regulation or ordinance of City, the terms in this
Addendum shall control.
9. Immigration Nationality Act. City actively supports the Immigration & Nationality Act(INA) which
includes provisions addressing employment eligibility, employment verification, and nondiscrimination. Seller shall
verify the identity and employment eligibility of all employees who perform work under the Agreement. Seller shall
complete the Employment Eligibility Verification Form (1-9), maintain photocopies of all supporting employment
eligibility and identity documentation for all employees, and upon request, provide City with copies of all 1-9 forms
and supporting eligibility documentation for each employee who performs work under the Agreement. Seller shall
establish appropriate procedures and controls so that no services will be performed by any employee who is not
legally eligible to perform such services. Seller shall provide City with a certification letter that it has complied with
the verification requirements required by the Agreement. Seller shall indemnify City from any penalties or liabilities
due to violations of this provision. City shall have the right to immediately terminate the Agreement for violations of
this provision by Seller.
10. No Boycott of Israel. Seller acknowledges that in accordance with Chapter 2270 of the Texas
Government Code, City 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 Addendum, Seller certifies that
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Seller's signature provides written verification to City that Seller: (1) does not boycott Israel; and(2) will not boycott
Israel during the term of the Agreement.
11. Right to Audit. Seller agrees that City 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 Seller involving transactions relating to the Agreement. Seller agrees that City shall have access during
normal working hours to all necessary Seller facilities and shall be provided adequate and appropriate workspace in
order to conduct audits in compliance with the provisions of this section. City shall give Seller reasonable advance
notice of intended audits.
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CITY:
City of Fort Worth Contract Compliance Manager:
By: > 'V By signing I acknowledge that I am the person
Name: Jesus J. Chapa responsible for the onto ' and administration of this
Title: Assistant City Manager contract, i ens all p r rmance and
�� l reporting r i ents.
Date:
By:
'sto er o
e. ergeant, Fort Worth Police Department
Approv 1 ommended: n
By: - tS
Na e: Joel F. Fitzgerald Approved as to Form and Legality:
Title: Chief of Police
By:
O
t
Jon S� ng
: Assistar ity Attorney
Attest:
By:
Name: Ma r Contract Authorization:
Title: City S e *' M&C: ri (3,
SELLER:
CI Techn og , Inc.
By:
N e: Michael Blumberg
Title: President
Date: A-U� %'
OFFICIAL RECORD
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Page 14 of 14 FT.WORTH9 TX