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HomeMy WebLinkAboutContract 51155 CITY SECRETARY CONTRACT NO. 115. � Software License Agreement Between THE CITY OF FORT WORTH POLICE DEPARTMENT And Cl TECHNOLOGIES,INC. R�cNVD Ct 0Y VoVil YVoVil A00a a OFFICIAL RECORD CITY SECRETARY FT.WORTHl TX City Of Fort Worth—Software Purchase Agreement SOFTWARE LICENSE AGREEMENT Between THE CITY OF FORT WORTH and/or FORT WORTH POLICE DEPARTMENT And Cl TECHNOLOGIES,INC. This Agreement for the no cost evaluation usage and optional purchase of MakeNote, a supervisor accountability software system,is made between the City of Fort Worth and/or Fort Worth Police Department under the laws of State of Texas ("Customer") and Cl Technologies Inc., an existing U.S. corporation, whose address is 65 Seaside Capers Rd., St. Augustine, Florida, 32084 (the "Company' or "CI Technologies") and is dated for reference May 24,2018 RECITALS: A. WHEREAS: The Customer desires to acquire a software system for a Supervisor Accountability System called MakeNote for use by its Police Department. B. WHEREAS: Cl 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 MakeNote 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 Cl 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) MakeNote means the software system is used for supervisor accountability. (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. MakeNote No charge/Trial use Licensing Period Page 2 of 14 (e) CURRENT RELEASE. The term "Current Release" shall mean the latest version of the Software offered for general commercial distribution at a given point in time,including all Updates. (f) EVALUATION USE. The term "Evaluation use"shall mean full and unlimited usage of MakeNote 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 MakeNote software and related data will be available for continued usage if orwhen the City of Fort Worth Police Department elects to purchase MakeNote during the evaluation period, If MakeNote is not purchased by the customer during the evaluation period, the Customer will decommission the software and uninstall MakeNote application in a timely manner not to exceed 30 days after August 30th,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 MakeNote 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 MakeNote 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. MakeNote No charge/Trial use Licensing Period Page 3 of 14 (r) MODULES.The term "Modules"shall mean the stand-alone units of Software created by Company to be used with the Software. (s) MakeNote.The term "MakeNote" means the supervisor accountability system to be provided by Cl Technologies hereunder. (t) SOFTWARE.The term "Software"or"MakeNote" means and includes without limitation: (i) The supervisor accountability software MakeNote 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 supervisor accountability 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. MakeNote No charge/Trial use Licensing Period Page 4 of 14 (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. 2. PRICE AND PAYMENT No charge for usage for an evaluation period to end on or before August 3152,2020. Optional purchase on or before August 3152,2020-$4,200.00 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 MakeNote 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 MakeNote is not purchased by the customer during the evaluation period,the Customer will decommission the software and uninstall MakeNote 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 MakeNote at the preferential rate of$4,200.00 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 a supervisor accountability 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 under this 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. MakeNote No charge/Trial use Licensing Period Page 5 of 14 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 MakeNote No charge/Trial use Licensing Period Page 6 of 14 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 MakeNote 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 by the 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 RESPECT TO 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 MakeNote No charge/Trial use Licensing Period Page 7 of 14 THE CUSTOMER OF APART OF 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 TO THE END OF THE WARRANTY PERIOD THE TOTAL PRICE PAID FOR THE SOFTWARE,AND(2)FOR ACTIONS ACCRUING 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 6th Avenue Vancouver, BC V5Y 1K6 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. MakeNote No charge/Trial use Licensing Period Page 8 of 14 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. MakeNote No charge/Trial use Licensing Period Page 9 of 14 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. MakeNote No charge/Trial use Licensing Period Page 10 of 14 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 MakeNote No charge/Trial use Licensing Period Page 11 of 14 amount, City objects to these terms and any such terms are hereby deleted from the Agreement and shall have no force or effect. 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 waiver of City's sovereign immunity.To the 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 MakeNote No charge/Trial use Licensing Period Page 12 of 14 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 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. MakeNote No charge/Trial use Licensing Period Page 13 of 14 CITY: City of Fort Wort Contract Compliance Manager: By: By signing I acknowledge that I am the person Name: Jesus J. Chapa responsible for the monitoring and administration of this Title: Assistant City Manager contract, in d' ens ng all performance and reporti Date: By: ng r q ents. / x _ /� v � ostoGorrie t2vS ergeant,F rt Worth Police Department Approval"e ommended: By: a e. Joel F.Fitzgerald Approved as to Fo m and Legality: Title: Chief of Police By: ttle'e: o . trong F FO : Assist6rit City Attorney Attest: By. O Name: Mary Ka Contract Authorization: Title: City Secretary * M&C: NA •* � ���15 N l� �AS SELLER: CI Tech g' Inc By: Name: Michael Blumberg Title: President Date: OFFICIAL RECORD CITY SECRETARY MakeNote No charge/Trial use Licensing Period FTS WORTH,TX Page 14 of 14