HomeMy WebLinkAboutContract 53874 CSC No. 53874
LICENSE AGREEMENT
s
This License Agreement(this"Agreement")is entered into as of May 1,2020(the"Effective
Date")by and between the following:
LICENSOR: SHAH SOFTWARE,INC.
13601 PRESTON RD, STE E 450
DALLAS, TEXAS 75240
(800)968-2748
(432) 224-1014 (facsimile)
LICENSEE: CITY OF FORT WORTH
200 TEXAS STREET
FORT WORTH, TX 76102
PH: 1 817-392-5700
RECITALS
WHEREAS Licensor develops and markets web based computer software applications(on
demand software) for Client Tracking, Project Tracking commonly referred to "CaseManager —
NewGen;" including the FAST Track module and
WHEREAS Licensee desires to acquire a license to use the software and Licensor desires
to grant Licensee the license.
NOW THEREFORE,for good and valuable consideration,receipt and sufficiency of which
is hereby acknowledged, the parties agree as follows:
1. DEFINITIONS
1.1. "Software" means Licensor's core web-based software application for Client
Tracking, Project Tracking known as "CaseManager—NewGen". Software as used herein shall
also include any options or modules added to the core application as identified on Exhibit B hereto,
incorporated herein,which may include linking to Hardware and custom modules.
1.2 "Documentation" means all user manuals and other written material created by
Licensor to describe the functionality or assist in the use of the Software.
1.3. "Hardware" means the optional hardware, if any, identified on Exhibit C, attached
hereto and incorporated herein, procured for Licensee by Licensor. --
LCIAL RECORD
---------------------------�------------------------------ TARY
SHAH and CFW license Agreement 1 of 1 1
WORTH,TX
License
1.4 "License Fee" means the fee to be paid by Licensee to Licensor as consideration
for the license(s) granted under this Agreement and the right to use the Software and the
Documentation, as further described herein and on Exhibit A.
1.5 "Reports" mean all reports as required during this "Coronavirus Aid, Relief, and
Economic Security Act" or the "CARES Act" in response to COVID 19, which will mirror the
CSBG and CEAP reports and the development of reports specific to CARES Act funding.
2. GRANT OF LICENSE
2.1. Grant. Subject to the terms and conditions set forth in this Agreement, Licensor
hereby grants to Licensee a nonexclusive, nontransferable license in the Software, to use the
Software exclusively for Licensee's business purposes and to use the Documentation solely in
connection with Licensee's use of the Software, for use only by the number of licensed users
permitted on Exhibit A.
2.2. License Restrictions. Except as specifically granted in this Agreement, Licensor
owns and retains all right,title,and interest in the Software,Documentation,and any and all related
materials. This Agreement does not transfer ownership rights of any description in the Software,
Documentation, or any related materials to Licensee or any third party. Licensee will not modify,
reverse engineer, or decompile the Software, or create derivative works based on the Software.
Licensee will not grant access to the Software to any persons or entities other than Licensee's
employees, consultants, or contractors and then only to the number of licensed users specified in
Exhibit A. Licensee may not sell the Software or right to use the Software to any person or make
any other commercial use of the Software.Licensee will retain all copyright and trademark notices
on the Software and Documentation and will take other necessary steps to protect Licensee's
intellectual property rights.
3. FEES & COSTS
3.1. License Nees. In consideration for the License granted to Licensee under this
Agreement, Licensee shall pay Licensor:
(a.) Annual License Fee. The fee provided in Exhibit A attached hereto, and
incorporated herein, annually, in advance for each term of this Agreement,
which includes the Software license fee, annual maintenance and support,web
---------------------------------------------------------------------------------------------------------------------
SHAH and CFW license Agreement 2 of 11
Licensee initial
hosting and the fees for any additional module or component identified on
Exhibit B.
(b.) Initial S et-up,Account Creation Software U rade and..Map Licensing.. A one-
time, non-reoccurring fee of$0 payable on or after the Effective Date but prior
to the Commencement Date.
3.3 Taxes. Licensee is a tax exempt entity and shall not be liable for any taxes pursuant to
this Agreement.
4. LICENSOR'S OBLIGATIONS
4.1. Deliverables. On the Commencement Date or Conversion Date specified in Exhibit A
of this Agreement, Licensor will provide (i) access to the Software, limited to the number of
users as specified in Exhibit A, for Licensee's use, together with the Documentation.
4.2 Reports. Licensor shall provide Licensee with the ability to download and save
Reports in CSV or pdf format for day-to-day use of the hosted solution.
4.3. Support and Maintenance. For so long as Licensee subscribes to the Software, and for
so long as Licensor offers support and maintenance for users of the Software, Licensor will
provide Licensee with telephone technical support, software upgrades as developed, webinars on
request in connection with Licensee's use of the Software included in Licensee's annual license
fee.
5. TERM AND TERMINATION
5.1. Term. This Agreement is effective on the Effective Date first specified above. The
initial term of this Agreement shall be one (1) year from the Effective Date. Unless sooner
terminated as set forth in Sections 5.2 and 5.3, below, the Agreement shall be renewable at the
option of the City for four(4)additional terms of one year each. The City shall provide Consultant
with written notice of its intent to renew at least thirty (30) days prior to the end of each term.
5.2. Termination for Convenience. Licensor or Licensee may terminate the Agreement
at any time and from time to time on thirty (30) days' prior written notice to the other. Licensoe's
notice of any termination for convenience must be accompanied by a refund of any prorated
payments received by Licensor in advance for months beyond the termination date. Licensor may
also terminate this Agreement as to any additional modules, applications, or components in excess
of the core application (as identified on Exhibit B) upon thirty (30) days' written notice (without
discount or refund) if(i) Licensor's core software application no longer supports such additional
----------------------------------------------------------.....--------------------------------------------------------
SHAH and CFW license Agreement 3 of 11
Licensee initial
modules, applications, or components or (ii) Licensee fails to upgrade any Hardware or acquire
additional hardware necessary to make such modules, applications, or components compatible
with Licensor's core application software.
5.3. Termination for Cause. Either party, as applicable, will have the right, in addition,
and without prejudice to any other rights or remedies, to terminate this Agreement as follows:
a. By Licensor, on 25 days` written notice, if Licensee fails to pay the amounts due to
Licensor pursuant to this Agreement;
b. By Licensor, on 15 days' written notice, if there is a change in control of Licensee,
whether by sale of assets, stock,merger, or otherwise;
C. By either party for any material breach of this Agreement, other than failure to
make payments under Section 3, that is not cured within 10 days of receipt by the
party in default of a notice specifying the breach and requiring its cure; or
d. By either party, immediately on written notice, if. (i) all or a substantial portion of
the assets of the other party are transferred to an assignee for the benefit of creditors,
to a receiver, or to a trustee in bankruptcy; (ii) a proceeding is commenced by or
against the other party for relief under bankruptcy or similar laws and such
proceeding is not dismissed within 60 days; or (iii) the other party is adjudged
bankrupt.
5.4. Rights on Termination. Licensor has and reserves all rights and remedies that it has
by operation of law or otherwise to enjoin the unlawful or unauthorized use of the Software or
Documentation, including, without limitation, terminating Licensee's access to the Software.
Upon termination, Licensee shall have the right to receive from Licensor, a copy of all Licensee
data generated through the hosted solution in a format that is machine readable with the ability to
download and import data in a manner that is acceptable to Licensee. Licensor shall provide such
data to Licensee within five(5)calendar days following the effective date of termination. Sections
6, 7, and 8 will survive termination or expiration of this Agreement as will any cause of action or
claim of either party,whether in law or in equity, arising out of any breach or default.
6.WARRANTIES, DISCLAIMER,AND LIMITATIONS
6.1. Warranties.
(a) Software and Documentation. Licensor hereby warrants to Licensee that Licensor
is the owner of the Software and the Documentation or has the right to grant to Licensee
the license to use the Software and Documentation in the manner and for the purposes set
forth in this Agreement without violating any rights of a third party and that the media
---------------------------------------------------------------------------------------------------------------------
SHAH and CFW license Agreement 4 of 11
Licensee initial
containing the Software will be free from defects for a period of ninety(90) days from the
date of delivery to Licensee, provided that this warranty does not cover defects in the
diskettes due to Licensee's misuse of the software media or an accident subsequent to
delivery to Licensee.
(b.) Third Party Goods or Services. To the extent the items delivered pursuant to this
Agreement include any product developed, manufactured, or delivered by a person or
entity other than Licensor, including but not limited to goods, services, software, licenses,
applications or code, mobile data computers, tablets, or terminals, LICENSOR
EXPRESSLY DISCLAIMS AND EXCLUDES ALL REPRESENTATIONS AND
WARRANTIES, EXPRESS OR IMPLIED, ORAL OR WRITTEN, INCLUDING,
WITHOUT LIMITATION, ANY AND ALL IMPLIED WARRANTIES OF
MERCHANTABILITY AND ANY AND ALL WARRANTIES OF FITNESS FOR A
PARTICULAR PURPOSE. All such third party products are delivered and accepted by
Licensee "AS-IS, WHERE-IS, and with ALL FAULTS."
6.2. Disclaimer. THE WARRANTIES SET FORTH IN SECTION 6.1, ABOVE, ARE IN
LIEU OF, AND THIS AGREEMENT EXPRESSLY EXCLUDES, ALL OTHER
WARRANTIES, EXPRESS OR IMPLIED, ORAL OR WRITTEN, INCLUDING, WITHOUT
LIMITATION: (a) ANY WARRANTY THAT THE SOFTWARE IS ERROR-FREE, WILL
OPERATE WITHOUT INTERRUPTION, OR IS COMPATIBLE WITH ALL EQUIPMENT
AND SOFTWARE CONFIGURATIONS; (b) ANY AND ALL IMPLIED WARRANTIES OF
MERCHANTABILITY; AND (c) ANY AND ALL WARRANTIES OF FITNESS FOR A
PARTICULAR PURPOSE.
6.3. Remedies on Breach of Warranty. In the event of any breach of the warranty set forth in
Section 6.1 (a) above, Licensee's exclusive remedy will be for Licensor to promptly replace
defective software media. In the event of any other breach of the warranty set forth in this Section
from Licensee and applicable to service dates from the date of breach 6, Licensee's exclusive
remedy will be for Licensor to refund the license fees actually received forward.
6.4 Limitation of Liability. LICENSOR IS NOT LIABLE FOR ANY INDIRECT,
INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, INCLUDING THE LOSS OF
PROFITS, REVENUE, DATA, OR USE OR COST OF PROCUREMENT OF SUBSTITUTE
GOODS INCURRED BY LICENSEE OR ANY THIRD PARTY,WHETHER IN AN ACTION
---------------------------------------------------------------------------------------------------------------------
SHAH and CFW license Agreement 5 of 11
Licensee initial
IN CONTRACT OR TORT OR BASED ON A WARRANTY, EVEN IF LICENSOR OR ANY
OTHER PERSON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES,
7. CONrIDENTIALITY
7.1. Confidentiality. Licensee acknowledges that the Software and Documentation, and
all information relating to the business and operations of the Licensor that Licensee learns or has
learned during or prior to the terin of this Agreement, is the valuable, confidential, and proprietary
information of the Licensor. During the period this Agreement is in effect, and at all times
afterwards, Licensee, and its employees, contractors, consultants, and agents,will:
a. safeguard the confidential information with the same degree of care that it uses to
protect its own confidential information;
b. maintain the confidentiality of this information in accordance with Texas law;
C. not use the information except as permitted under this Agreement; and
d. not disseminate,disclose,sell,publish,or otherwise mare available the information
to any third party without the prior written consent of Licensor.
7.2. Limitations on Confidentiality Restrictions. Section 7.1 does not apply to any
information that:
a. Is already lawfully in the Licensee's possession (unless received pursuant to a
nondisclosure agreement); `
b. Is or becomes generally available to the public through no fault of the Licensee;
C. Is disclosed to the Licensee by a third party who may transfer or disclose such
information without restriction;
d. Is required to be disclosed by Licensee as a matter of law (provided that the
Licensee will use all reasonable efforts to provide the disclosing party with prior
notice of such disclosure and to obtain a protective order therefore);
e. Is disclosed by the Licensee with the disclosing parry's approval; and
f. Is independently developed by the Licensee without any use of confidential
information.
In all cases,the receiving party will use all reasonable efforts to give the disclosing party 10 days'
prior written notice of any disclosure of information under this agreement.
7.3. Injunctive Relief for Breach. Licensor and Licensee acknowledge that any breach
of Section 7.1 by a receiving party will irreparably harm Licensor. Accordingly, in the event of a
breach, Licensor is entitled to promptly seek injunctive relief, without the requirement to post a
bond, in addition to any other remedies that Licensor may have at law or in equity.
---------------------------------------------------------------------------------------------------------------------
SHAH and CFW Ilcense Agreement b of 11
Licensee initial
8. GENERAL
8.1. Assignment. Licensee may not assign, sublicense, or transfer Licensee's rights or
delegate its obligations under this Agreement without Licensor's prior written consent. This
Agreement will be binding on the successors and assigns of Licensee.
8.2. Entire Agreement. This Agreement, along with the executed Addendum and the
Exhibits attached and referenced in this Agreement, including Licensor's"Terms and Conditions"
attached hereto as Exhibit C, constitute the final and complete understanding between the parties,
and replaces and supersedes all previous oral or written agreements, understandings, or
arrangements between the parties with respect to the subject matter contained in this Agreement.
8.3. Notices. Except as otherwise provided in this Agreement, notices required to be
given pursuant to this Agreement will be effective when received, and will be sufficient if given
in writing,hand-delivered, sent by facsimile with confirmation of receipt, sent by First Class Mail,
return receipt requested, postage. prepaid, or sent by overnight courier service and addressed as
provided on page 1 of this Agreement or such other address as the parties may provide to the other
in writing.
8.4. Governing Law and Jurisdiction.The license is sold and delivered in Dallas, Texas.
This Agreement will be governed by and construed in accordance with Texas law, without regard
to the principles of conflict of laws. Venue shall be proper only in Tarrant County, Texas.
8.5. Severability. In case any provision of this Agreement is held to be invalid,
unenforceable, or illegal, the provision will be severed from this Agreement, and such invalidity,
unenforceability, or illegality will not affect any other provisions of this Agreement.
IN WITNESS,the parties have caused this Agreement to be executed as of the date written
above.
LICENSOR: SHAH SOFTWARE, INC.
By:
Jagat Shah,President
---------------------------------------------------------------------------------------------------------------------
SHAH and CFW license Agreement 7 of 11
Licensee initial
LICENSEE: By:
City of Fort orth
4' Fernando Costa
IR�r Title: Assistant City Manager
ATTEST: '
By:
Mary Kayser '
City Secretary •.•••. t
APPROVED AS TO FORM AND LEGALITY:
By:A&W
JB Strong
Assistant City Attorney
Form 1295 Certification No.N/A
M&C: No: N/A
CONTRACT COMPLIANCE MANAGER:
By signing below,I acknowledge that I am the person responsible for the monitoring and
a inistration of th' contrac in luding ensuring all performance and reporting requirements.
Sonia Singleton
Assistant Director
OFFICIAL RECORD
CITY SECRETARY
-------------------------------------------------------- --------------------------------------- ---FT:W0kTH, TX
SHAH and CFW Ucense Agreement 8 of 11
Licensee initial
XXHIJUIT A
NO. OF LICENSED USERS: Fift
YEARLY LICENSE FEE: - $24,995
COMMENCEMENT/CONVERSION DATE: May 1. Z920_
--------------------------.._-------------------------- --------------------------------------------------------------
SHAH and CFW license Agreement 9 of 11
Licensee initial
EXHIBIT B
ADDITIONAL APPLICATIONS OR MODULES:
FASTRACK Online Module
------------------------------------------------------....-------------------------------------------.......--------------
SHAH and CFW license Agreement 10 of 11
Licensee initial
EXHIBIT C
TERMS OF USE
User agrees to abide by these terms oouse,as may be changed firm time to time
upon notice in the LICenSOr'S sole discretion. Modifications. Licensor retains the right, in its sole discretion, to enhance,
modify,or alter the operation of the software at any time and further retains the
Disclohners. LICENSOR HEREBY DISCLAIMS ALL WARRANTIES, right to make such enhancements, modifications, or alterations generally
EXPRESSED OR IMPLIED INCLUDING BUT NOT LIMITED TO available to other users of the software, except Licensor will not itupede the
ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A User's ability to access its data or information and any such enhancement,
PARTICULAR PURPOSE OR INTENDED USE•ANY WARRANTY OF modification,or alteration must be of equal or greater value to what the User
COMPATIBILITY BETWEEN THE SYSTEM, EQUIPMENT has paid for.
SOFTWARE OR DATA PROVIDED BY LICENSOR AND CUSTOMER
OWNED EQUIPMENT OR SOFTWARE-, OR ANY LIABILITY IN Title.Title and firll and complete ownership rights to ali Licensor's owned or
NEGLIGENCE,TORT,STRICT LIABILITY,OR OTHERWISE,WITH- developed software (including source and object code) and other technical
RESPECT TO THE SYSTEM.EQUIPMENT,SOFTWARE,DATA, OR specifications, addresses, or configurations (collectively the "Software")
SERVICES FURNISHED HEREUNDER USER AGREES THAT associated with or contained in the system or used by User in connection
LICENSOR SHALL NOT BE LIABLE FOR ANY INDIRECT herewith shall remain with Licensor. User understands and agrees that
INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE Licensor's owned or developed Software is Licensor's trade secret,proprietary
DAMAGES UNDER ANY CIRCUMSTANCES INCLUDING BUT NOT information,and confidential information whether any portion thereof is or may
LIMITED TO LOSS OF REVENUES UNLESS LICENSOR FAILS TO be validly copyrighted or patented.Any Sofhvare provided to User is provided
ADVISE OF THE RISK OF SUCH DAMAGES IN ADVANCE. by license only,and such license is personal,nonexclusive,nontransferable,and
NOTWITHSTANDING THE FOREGOING, LICENSOR SHALL BE limited to the right to use such Software only according to guidelines
LIABLE FOR REPLACEMENT COSTS OF THE SOFTWARE SHOULD established by this Agreement.Such Software shall be utilized by User only in
LICENSOR BREACH THIS AGREE,MENT. Although Licensor has accordance with these Terms of Use contained in this Agreement and shall not
attempted to find and correct any bugs in the software, Licensor is not be copied, duplicated, reproduced, manufactured, decotnpiled, reverse
responsible for any damage or losses of any kind caused by the use or misuse engineered,incorporated into any software(including any source code, object
of the programs. licensor shall not be liable nor deemed to be in default of this code,or algorithms),modified or disclosed in any form by any media to any
Agreement for any delays, errors, malfunctions, compatibility problems, or other person or party,unless required under state law.
breakdowns with respect to the system,equipment,data,or services provided
hereunder or used in connection herewith.However,Licensor shall have the Miscellaneous, Nothing herein is intended or shall be construed to create or
problems fixed within twenty-four(24)hours of when the problem has been establish an agency, partnership, or joint venture relationship between the
identified. parties.
Payment. User shall pay to Licensor in the fees pursuant to its License The captions herein are for convenience only and in no way define,limit,or
Agreement. Licensor shall not increase rates without first notifying User by enlarge the scope of any of the provisions therein.
providing a thirty(30)day advance notice.Licensor shall only be able to raise
rates at the time of the annual renewal,and the increased rate shall not exceed No waiver by either party of any provision or any breach of this agreement
one percent(l%). Failure of Licensor to issue any invoice or bill shall not constitutes a waiver of any other provision or breach,and no waiver shall be
relieve User of the obligation to pay for any charge owed Licensor hereunder. effective unless made in writing. The right of either party to require strict
User shall pay all fees and other charges within the earlier of fifteen(1 S) days performance and observance of any obligations hereunder shall not be affected
from the receipt of an invoice or,for a renewal license term,three(3)days of in anyway by any previous waiver,forbearance,or course ofdcaling,
the start of the license term.Licensor shall have the right to terminate User's
access,without notice,if any invoice remains unpaid for more than thirty (30) Except for User's obligation to make payments hereunder,neitherparly will be
days.User shall provide Licensor a tax exemption form documenting that it is deemed in default as a result of a delay in performance or failure to perform its
not responsible to pay taxes under this Agreement, obligations caused by acts of God or governmental authority,strikes or labor
disputes,fire,acts ofwar,failure of third-party suppliers,or for any other cause
Notice. All notices, requests, demands, or other communications hereunder beyond the control ofthat party.
shall he in writing,hand delivered,sent by first class mail,overnight mail,or
facsimile(upon electronic confirmation that the transmission was received), User shall not sell,assign,license,sublicense,franchise,or otherwise convey
and shall be deemed to have been given when received at the addresses stated in whole or in part to any third party any of the services provided hereunder
on this invoice. Any notice provided by facsimile which is received after 4:00 without the prior written consent of Licensor.
p.m.local time shall be deemed received the following business day.A party
may change its addresses for notice on not less than ten(10)business days'prior This is a nonexclusive agreement.Similar agreements may be entered into by
written notice to the other party. Notice to User shalt be addressed to the City's either party with any other person.
Assistant City Manager over Neighborhood Services,and a copy of the notice
will he sent to the City Attorney at the same address. This agreement shall be governed by, construed, interpreted, and enforced
according to the laws of the State of Texas, without regard to principles of
Confidential&Praprletwy Information, User understands that the information conflict of laws and rules. Each party hereby consents to the nonexclusive
it has access to through the right ofaccess to Licensor's software and/or facilities jurisdiction of the courts of the State of Texas and United States federal courts
may be confidential and proprietary nature, and User may hereinafter have located in the State ofTexas to resolve any dispute arising out ofthis agreement.
access to other information of Licensor which may be confidential and
proprietary nature and could result in irreparable harm to Licensor if any such Venue for any suit brought under this Agreement shall be in a court of
confidential orproprietary information is directly or indirectly:(t)used by User competent jurisdiction in Tarrant County,Texas.
for any purpose other than as specifically set forth herein;or(2)disclosed to
any third party.Accordingly,except as may be required under state law, User In the event that any material provision of these terms are determined to be
agrees not to use the information for other purposes or disclose or allow access invalid,unenforceable, or illegal, then such provision shall be deemed to be
to such infonnation or software to any third party.User agrees that a breach of superseded and the parties'agreement modified with a provision which most
these conditions shall be grounds sufficient for immediate termination of its use nearly corresponds to the intent of the parties and is valid,enforceable and legal.
and legal as well as injunctive relief The Parties agree that User's release of
any infonnation required by law will not be considered a breach of this
Agreement.
----------------------------------------------------- -------------------------------------------------------_-------
SHAH and CFW license Agreement I I Of 1 I
Licensee initial
FORT WORTH
STANDARD FORM ADDENDUM OF THE CITY OF FORT WORTH,TEXAS
To:
Sales Contract and License Agreement
With:
Shah Software, Inc.
Notwithstanding any language to the contrary in the attached Agreement presented by Shah Software, Inc.,
("Contractor") for Client Tracking software upgrade referred to as CaseManager-NewGen ("services"), the City of
Fort Worth ("City") and Contractor(collectively the"parties") hereby stipulate by evidence of execution below by a
representative of each party duly authorized to bind the parties hereto, that the parties hereby agree to the
following:
1. Insurance: The City is a governmental entity under the laws of the state of Texas and pursuant to Chapter 2259
of the Texas Government Code, entitled "Self-Insurance by Governmental Units," is self-insured and therefore is not
required to purchase insurance. To the extent the Agreement requires the City to purchase insurance, the City will
provide a letter of self-insured status as requested by Contractor. To the extent the Contractor will be providing
Technology services for the City, including but not limited to, software implementation, data migration, hosting
services, maintenance and support services, or any other services which will require contractor to access to the
City's network, servers, or computers, Contractor shall maintain Technology Errors& Omissions insurance coverage
in an amount acceptable to the City.
2. Indemnity: To the extent the attached Agreement requires the City to indemnify or hold Contractor or any third
party harmless from damages of any kind or character, such obligations are not binding upon the City.
3. Attorneys' Fees, Penalties, and Liquidated Damages: To the extent the attached Agreement requires the City
to pay attorneys' fees for any action contemplated or taken, or penalties or liquidated damages in any amount, the
City shall not be liable for attorney's fees of Contractor or any third party, or any other fees or penalties or other
such obligations.
4. Insurance by Contractor:
4.1 The Contractor shall carry the following insurance coverage with a company that is licensed to do business
in Texas or otherwise approved by the City:
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. Professional Liability(Errors &Omissions) in the amount of$1,000,000 per claim and $1,000,000 aggregate
limit.
4. Statutory Workers' Compensation and Employers' Liability Insurance requirements per the amount required
by statute.
5. Technology Liability(Errors &Omissions)
a. Combined limit of not less than $2,000,000 per occurrence; $4million aggregate or
b. Combined limit of not less than $1,000,000 per occurrence; $2,000,000 aggregate and Umbrella
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.
(a) Coverage shall include, but not be limited to, the following:
(i) Failure to prevent unauthorized access
(ii) Unauthorized disclosure of information
(iii) Implantation of malicious code or computer virus
(iv) Fraud, Dishonest or Intentional Acts with final adjudication language
(v) Intellectual Property Infringement coverage, specifically including coverage for intellectual
property infringement claims and for indemnification and legal defense of any claims of intellectual
property infringement, including infringement of patent, copyright, trade mark or trade secret, brought
against the City for use of Deliverables, Software or Services provided by Contractor under this
Agreement.
Technology coverage may be provided through an endorsement to the Commercial General Liability (CGL)
policy, a separate policy specific to Technology E&O, or an umbrella policy that picks up coverage after
primary coverage is exhausted. Either is acceptable if coverage meets all other requirements. Technology
coverage shall be written to indicate that legal costs and fees are considered outside of the policy limits and
shall not erode limits of liability. Any deductible will be the sole responsibility of the Contractor and may not
exceed $50,000 without the written approval of the City. Coverage shall be claims-made, with a retroactive
or prior acts date that is on or before the effective date of this Agreement. Coverage shall be maintained for
the duration of the contractual agreement and for two(2)years following completion of Services provided.An
annual certificate of insurance, or a full copy of the policy if requested, shall be submitted to the City to
evidence coverage.
6. Any other insurance as reasonably requested by City.
4.2 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, 200 Texas St., 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 Contractor has obtained all required insurance shall be delivered
to and approved by the City's Risk Management Division prior to execution of this Agreement.
5. Governing Law and Venue: This 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 the state of Texas, exclusive of
conflicts of laws provisions. Venue for any suit brought under this Agreement shall be in a court of competent
jurisdiction in Tarrant County, Texas.
6. Sovereign Immunity: Nothing herein constitutes a waiver of the City's sovereign immunity. To the extent this
CFW/Shah Software,Inc,Addendum Execution Copy May 2020
Page 2 of 4
Agreement requires the City to waive its rights or immunities as a government entity, such provisions are hereby
deleted and shall have no force or effect.
7. Non Appropriation of Funds: In compliance with Article 11 § 5 of the Texas Constitution, it is understood and
agreed that all financial obligations of the City hereunder are subject to the availability of funds. If sufficient funds
are not appropriated or become unavailable to satisfy the City's financial obligations under the Agreement, the City
shall have the right to terminate the Agreement without penalty or expense to the City whatsoever, except as to the
portions of the payments agreed upon for which funds have been appropriated.
8. Taxes: To the extent the attached Agreement requires the City to pay taxes of any nature, the City shall not be
liable for any taxes pursuant to the Agreement. Upon request, the City shall provide Contractor with evidence of its
tax exempt status.
9. Confidential Information: To the extent the Agreement places any restrictions on the City with respect to
disclosure of information, Contractor understands and acknowledges that the City of Fort Worth ("City") is a public
entity under the laws of the State of Texas, and as such, all public documents and data, including the attached
Agreement, held by the City are subject to disclosure under Chapter 552 of the Texas Government Code, the Texas
Public Information Act (the "Act"). If the City is required to disclose any documents that may reveal any Contractor
proprietary information to third parties under the Act, or by any other legal process, law, rule or judicial order by a
court of competent jurisdiction, the City will utilize its best efforts to notify Contactor prior to disclosure of such
documents. The City shall not be liable or responsible in any way for the disclosure of information not clearly
marked as "Proprietary/ Confidential Information" or if disclosure is required by the Act or any other applicable law
or court order. In the event there is a request for such information, it will be the responsibility of Contractor to work
with the City to submit reasons objecting to disclosure. A determination as to whether such reasons are sufficient
will not be decided by the City, but by the Office of the Attorney General of the State of Texas, or by a court of
competent jurisdiction.To the extent the City provides information to the Contractor,Contractor shall store and maintain
City Information in a secure manner and shall not allow unauthorized users to access, modify, delete or otherwise
corrupt City Information in any way. Contractor shall notify the City immediately if the security or integrity of any City
information has been compromised or is believed to have been compromised. The parties agree that Confidential
Information shall not include information that is required to be disclosed pursuant to applicable law, rule, regulation or
court order,
10. Force Majeure: To the extent the attached Agreement purports to release a party from its obligations under the
Agreement due to causes beyond its reasonable control (force majeure), including, but not limited to, compliance
with any government law, ordinance or regulation, acts of God, acts of the public enemy, fires, strikes, lockouts,
natural disasters, wars, riots, material or labor restrictions by any governmental authority, transportation problems
and/or any other similar causes, such provision shall apply equally to both parties.
11. Dispute Resolution: To the extent the attached Agreement sets forth a dispute resolution procedure, such
provision shall only apply to the City as set forth herein in this Addendum. In the event of a dispute, the parties may
first submit the dispute for non-binding mediation in Tarrant County, Texas. The mediator 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. In the event mediation is not successful, the dispute may, upon written
consent of both parties, be submitted for binding arbitration in accordance with the rules of the American Arbitration
Association. Each party shall be liable for its own expenses, including attorney's fees; however, the parties shall
share equally in the costs of the arbitration. In no event shall the City be required to submit a dispute to binding
mediation or arbitration without the City's prior written consent.
12. Assignment; To the extent the Agreement authorizes assignment of rights, duties and obligations of either
party,such assignment shall only be valid upon the express written consent of both parties.Any attempted assignment
in violation of this provision shall be null and void.
13, Conflicting Terms: If any provisions herein conflict with the terms of the attached Agreement, the terms herein
shall control.
CFW/Shah Software,Inc,Addend€€€n Execution Copy May 2020
Pa.ge 2 of 4
14. Right to Audit: Contractor agrees that the City shall, until the expiration of three (3)years after final payment
under this Agreement, have access to and the right to examine any directly pertinent books,documents, papers and
records of Contractor involving transactions relating to this Agreement. Contractor agrees that City shall have
access during normal working hours to all necessary Contractor facilities and shall be provided adequate and
appropriate workspace in order to conduct audits in compliance with the provisions of this section. The City shall
give Contractor reasonable advance notice of intended audits.
Contractor further agrees to include in all its subcontracts hereunder a provision to the effect that the subcontractor
agrees that the City shall, until the expiration of three (3) years after final payment under the subcontract, have
access to and the right to examine any directly pertinent books, documents, papers and records of such
subcontractor, involving transactions to the subcontract, and further, that City shall have access during normal
working hours to all subcontractor facilities,and shall be provided adequate and appropriate work space,In order to
conduct audits in compliance with the provisions of this article. City shall give subcontractor reasonable advance
notice of intended audits.
ACCEPTED AND AGREED:
CITY OF FORT WORTH: SHAH SOFTWARE,INC.
By: Sf-e add'I ' .J� £ By:_
Fernando Costa Jagat Shah
Assistant City Manager., _: _. President
Date:_ � g VY Date:_
ATTEST: r. �. :•• ...
rylMg
// a-
By
Mary Kayser
City Secretary `
APPROVED AS TO FORM AND LEGALITY:
JBStrong(Mays.�u2u)
By;_
John B. Strong(JB)
Assistant City Attorney
Form 1295 Certification No.N/A
M&C: N/A
CONTRACT COMPLIANCE MANAGER:
By signing,I acknowledge that I am the person responsible
for the monitoring and administration of this contract,
including ensuring all performance and reporting
re irements. j
onia Singleton
Assistant Director
CFW/Shah Software,Inc,Addendum Execution Copy May 2020
Paxe 2 of 4 OFFICIAL RECORD
CITY SECRETARY
FT WORTH,TX
14. Right to Audit: Contractor agrees that the City shall, until the expiration of three(3)years after final payment
under this Agreement,have access to and the right to examine any directly pertinent books,documents, papers and
records of Contractor involving transactions relating to this Agreement. Contractor agrees that City shall have
access during normal working hours to all necessary Contractor facilities and shall be provided adequate and
appropriate workspace in order to conduct audits in compliance with the provisions of this section. The City shall
give Contractor reasonable advance notice of intended audits.
Contractor further agrees to include in all its subcontracts hereunder a provision to the effect that the subcontractor
agrees that the City shall, until the expiration of three (3) years after final payment under the subcontract, have
access to and the right to examine any directly pertinent books, documents, papers and records of such
subcontractor, involving transactions to the subcontract, and further, that City shall have access during normal
working hours to all subcontractor facilities,and shall be provided adequate and appropriate work space,in order to
conduct audits in compliance with the provisions of this article. City shall give subcontractor reasonable advance
notice of intended audits.
ACCEPTED AND AGREED:
CITY OF FORT WORTH: SHAH SOFTWARE,INC.
By: Lsd By:
Fernando Costa Jagat Shah
Assis ant City Manager President
Date:_ 5 �,�pz0 Date:_
" CI � ,
ATTEST:
Mary Kayser
City Secretary `
APPROVED AS TO FOR14 AN'D-U,GALITY:
mfel-0 _
By:_ JBStrong(May5, 020)
John B. Strong(JB)
Assistant City Attorney
Form 1295 Certification No. N/A
M&C: N/A
CONTRACT COMPLIANCE MANAGER:
By signing, ] acknowledge that I am the person responsible
for the monitoring and administration of this contract,
including ensuring all performance and reporting
re irements.
t
onia rngleton
Assistant Director
CFW/Shah Software,rne,Addendum Execution Copy May 2020
Page 2 of
OFFICIAL RECORD
CITY SECRETARY
FT WORTH,TX
FORTWORTH,
MEMORANDUM
Date: April 30, 2020
To: COVID JOEC`Resource Team
From: Sonia Singleton,Assistant Director.
Maize Francis,Human Services Manager
Thin: Rhonda Hinz,Senior Administrative Services Managd—\
Subject: COVID-19 Disaster Response Fxpense-Emergency Memo
Due to the COVID-19 pandemic,the City of Fort Worth is launching a new housing assistance program
with an online application process utilizing CARES Act funding, The initial allocation for the housing
assistance program is $7.2M of the CARES Act. The program is scheduled begin Wednesday,May 6,
2020,
Currently,the Community Action Partners (CAP) Division of Neighborhood Service Department utilizes
the Shah Software(New Gen system)for the rental assistance application process: The new module will
allow an online application process for persons between 0-120%AMf that have been impacted since
Match due to loss of employment or a reduction in,income and struggling making their,rental or mortgage
payments.
Quote from Shah Software in amount of$24,995 for 50 users.
APPROVED FOR EMERGGENCY PROCUREMENT!
Prepared by: Signature:
12hohda.Hinz, Sr, A,d in
Approved: Signature: dg
Victor Turner,Neighborhoo Services Director
Approved by J'E_OC: til�bet M&tiw
W Ael Mirtinez(14"1,20201
Maribel Martinez,Emergency Mgt,Coord:
Approved As To Form and Legality: JONI 6(1.1.1,ozol
Jo Ann Pate,Assitant City Attorney 11
{
Approved, C 1111 Gi,ia(a/l 791
Cynthia Garcia,Assistuit Finance ^+
Director
i