The URL can be used to link to this page

Home My WebLink AboutContract 47343 (2)RECEIVED DEC 222015 city OF FORTV'JORI11 STY roast:. , APV This Agreement (the "Agreement") is made and entered into between Legal Files Software, Inc. ("Licensor") and City of Fort Worth, Texas ("Licensee" or "Customer" or "City"), individually referred to as a "party," collectively referred to as the "parties." This Order Form will become a binding order only upon signing by both Customer and Licensor. CITY SECRETAiiCMITRACflin, _ 'er j A. CUSTOMER INFORMATION Full Legal Name: Billing Address: Legal Files Software I Order Form City of Fort Worth, Texas 1000 Throckmorton Street Fort Worth, TX 76102 Primary Contact: Mr. Eryck Walker Email: Eryck.Walker@fortworthtexas.gov Phone: (817) 392-6610 Billing Contact: Tracey McVay Email: Tracev.McVav(thfortworthtexas.gov Phone: (817) 392-7623 B. SOFTWARE AND SERVICES PRICING Customer's purchase includes the following Legal FiJesTM software and services: Description Legal Files' Named User License Legal FiIesTM Server License Maintenance and Support— One Year Subscription Onsite System Administration Training Onsite Configuration Assistance Onsite End User Training Project Management Remote Installation Support Page 1 of 23 — Execution Copy Price $1,190/user $4,995 20% License Fees Qty 50 1 License and Support Subtotal: $2,100/day $ 2,100/d a y $1,800/day $200/hour $200/hour i i i 3 3 10 8 8 Implementation Services Subtotal: Total: Year 2 Maintenance and Support Year 3 Maintenance and Support Year 4 Maintenance and Support Year 5 Maintenance and Support City of Fort Worth_Legal Files Software Inc., Software and Services Agreement Cost $59,500 $4,995 $12,899 $6,300 $6,300 $18, 000 $1,600 No Charge $32,200 $109,594 $13,544 $14,221 $14,932 $15,679 OFFICIAL RECORD CITY SECRETARY Ft WORTH, TX Note 1: Total identified above is due and payable 50% with placement of order, balance on installation Any additional services ordered by Customer are billed as incurred and due net 30 days after date of invoice. Note 2: Software is licensed on a per named (Le., non -concurrent) user basis subject to the provisions of the attached EULA. Licensor will honor per user license pricing above for twelve (12) months after initial purchase; thereafter, additional user licenses may be purchased at Licensor's then -current pricing. Note 3: Maintenance and support is for an initial one (1) year subscription, commencing on installation, and is priced as a percentage of the total License Fees ordered by Customer. Maintenance and support pricing will be adjusted automatically based on any additional modules and licenses purchased by Customer, with prorated payment due for any adjustment made mid-term. Additionally, Licensor reserves the right to increase maintenance and support pricing by an amount not to exceed five percent (5%) per year over Customer's then -current pricing, assuming the same number of licenses and users. Note 4: Any services scheduled and subsequently cancelled by Customer are subject to the following cancellation charges, plus reimbursement of non -recoverable travel and expenses: o 15 days or more notice of cancellation — no cancellation charge o Less than 15 days' notice of cancellation - 100% daily rate for scheduled days and personnel. Note 5: All fees are inclusive of travel, meals, lodging, and expenses for on -site services. Customer shall not be charged any additional fees for travel related expenses. Note 6: Acceptance shall be deemed to occur within 15 days of completion of successful software implementation and training unless Customer provides written notice of rejection due to non- conformance with Documentation or the Services Description. Note 7: Customer and Licensor will mutually agree upon an implementation and training schedule for the services to be provided herein. C. CONTRACT TERMS The software is licensed and services are provided subject to and in accordance with the attached Exhibit A, End User License Agreement (the 'EULA'), Exhibit B, Maintenance and Support Agreement and Exhibit C Services Description, which are all attached hereto and incorporated by this reference as if fully set forth herein. Customer acknowledges that it has read, understands and agrees to be legally bound by the EULA, Maintenance and Support, and Service Description, as supplemented by this order form. D. SIGNATURE BLOCK IN WITNESS, WHEREOF, the parties, intending to be legally bound, have entered into this order as of the date of last signature below. Page 2 of 23 — Execution Copy City of Fort Worth_Legal Files Software Inc., Software and Services Agreement Customer: City of Fort Worth, Texas: By: Licensor: Legal Files Software, Inc.: Atar-1 C __tyi iwN By: Name: Susan Alanis Title: Assistant City Manager Date: 1°1120 Address for Notices: City of Fort Worth Attn: Assistant City Manager 1000 Throckmorton Street Fort Worth, Texas 76102 With Copy to: City Attorney at the same add Attest By: Name: MaryJ. Kayser Title: City Secretary Approved to For and Legality: By: Name: Maleshia B. Farmer Title: Sr. Assistant City Attorney Contract Authorization: M&C: C-27555 Date Approved: December 15, 2015 Page 3 of 23 — Execution Copy Name: John Kanoski Title: Chief Executive Officer Date: � 2. / b 1 Address for Notices: Legal Files Software, Inc. Attn: President 801 S. Durkin Drive Springfield, IL 62704 Attest: By: Name: Title: City of Fort Worth Legal Files Software Inc., Software and Services Agreement oFFICIAL RECORD CITY SECRETARY ;T, INnIRTM, TX Legal Files Software I Exhibit A ( License Agreement (EULA) This Agreement (the "Agreement") is made and entered into between Legal Files Software, Inc. ("Licensor") and City of Fort Worth, Texas ("Licensee" or "Customer" or "City"), individually referred to as a "party,' collectively referred to as the "parties " This Agreement shall become effective on the date the second of the two parties executes this Agreement below (' Effective Date"). In consideration of the mutual covenants and promises set forth herein, the parties agree to the following: 1.0 DEFINITIONS. 1.1 "Legal Files Case Management Grouaware" or "Legal Files" or 'Software": Shall mean the object code programs as modified from time to time, in machine readable form, licensed by Licensor to Licensee under this Agreement. 1.2 "Product Use": Shall mean use of the Software to process actual business transactions of the Licensee for the benefit of the Licensee. 1.3 "Documentation" Shall mean the written material set forth in the form of an integrated On -Line Help System contained within the Software as well as the Software's technical documentation. 1.4 "Enhancements": Shall mean modifications, changes or new releases to the version of the Software licensed by this Agreement, which may be received pursuant to a separate Maintenance and Support Agreement. Enhancements do not include new versions in which platform changes are required or additional modules to Software. 2.0 LICENSE. Subject to the terms of this Agreement, Licensor hereby grants to Licensee, and Licensee hereby accepts, a perpetual, non-exclusive and nontransferable license to use the Software and Documentation unless terminated pursuant to terms of this Agreement. 3.0 LICENSE FEES AND OTHER CHARGES. 3.1 License fees. License fees are outlined in the Order Form. Payment terms are net 30 days upon receipt of an accurate invoice. A monthly interest charge at the rate of one percent (1%) or the maximum legal rate, whichever is less, will be assessed on all undisputed payments more than thirty (30) days past due. 3.2 Training. The daily fees for training services are outlined in the Order Form If required, there is a $50 per computer and $100 per projector additional surcharge plus shipping charges for training conducted at Licensee's office using Licensor's equipment. If outside training facilities and equipment are utilized, the costs are the responsibility of the Licensee. Scheduled training can be canceled without penalty fifteen (15) or more days in advance. If training is canceled by Licensee within fourteen (14) days of the scheduled session, all charges for the session will still apply. 3.3 Installation. As a part of this Agreement, the Licensor shall provide Software for installation at Licensee's site Licensor will provide installation instructions that must be followed by Licensee. For client/server application installation, Licensor shall provide technical telephone support to Licensee's Page 4 of 23 — Execution Copy City of Fort Worth_Legal Files Software Inc., Software and Services Agreement personnel to assist in the installation of the Software for up to eight hours at no charge. For web application installation, Licensor shall provide technical telephone support to Licensee's personnel to assist in the installation of the software for up to eight hours at no charge. If additional installation assistance is required it will be billed at Licensor's then current hourly rate. Licensee's personnel should be experienced in client/server set up procedures and the network, database, and server platforms on which the Software and database will run. If Licensee is unable to complete the installation, Licensor will provide onsite assistance for an additional charge. 3.4 Taxes. Licensee is a tax exempt entity under applicable law and shall not be liable for any taxes pursuant to this Agreement. 3.5 Annual Maintenance and Su000rt. Maintenance and support of the Software, including the release of Enhancements, will be provided in accordance with the provisions of the separately executed Maintenance and Support Agreement. 3.6 Data Conversion. The Order Form (if required) includes the number of hours and specifications for Licensor to perform an electronic data conversion. Data conversion programs will be created at Licensor's facilities. All source data must be provided to Licensor in an acceptable machine readable format and be corruption free. Data scrubbing is the process of fixing or eliminating individual pieces of data that are incorrect, incomplete or duplicated in the source database when the data is passed to the target database. Licensor's conversion quote does not include any data scrubbing unless specifically noted in the conversion specifications included in Order Form of this agreement. Where in-house expertise or local consultants are not available Licensor will visit Licensee's site if necessary for an additional charge to obtain the source data and documentation required to create the conversion program. Licensor will create a data mapping document that defines where the source data will reside in the target Legal Files database. Once complete, the data mapping document must be officially approved in writing by Licensee before the conversion program can be created. Licensor will perform a test data conversion to provide the Licensee with the ability to review the source data as it was mapped and will appear in the Legal Files application. The test data conversion must be officially approved in writing by Licensee before the final data conversion can be performed. If changes to the data mapping document or test data conversion are requested by Licensee after they have been approved, Licensor reserves the right to charge an additional fee for time worked and to delay any previously agreed upon delivery or implementation dates. 3.7 Escrow. The source code for LFS is currently being escrowed in a segregated safe deposit box at the Farmer's State Bank Mt. Sterling with the instructions for its release to any of our bone fide users in the event that Legal Files Software, Inc. ceases to support the program. The actual terms of the Escrow Agreement are set forth in a separate, signed document attached hereto as Exhibit D. 4.0 PROTECTION OF SOFTWARE. 4.1 Acknowledgement of Trade Secrets. Licensee acknowledges and agrees that the Documentation and the Software and all copies thereof are Licensors exclusive property, constitute valuable 'trade secrets", as that term is defined pursuant to applicable law and protected by federal and international copyright laws and treaties Licensee may not disclose or make available to third parties the Software Page 5 of 23 — Execution Copy City of Fort Worth_Legal Files Software Inc., Software and Services Agreement Documentation or any portion thereof without Licensor's prior written approval, except that Licensee may disclose the Software and Documentation to third party contractors engaged to provide services to Licensee, provided that such contractors are subject to non -disclosure obligations. The parties acknowledge that the Software is not a "work made for hire" under the Federal Copyright Law. All information, documents or records to which Licensor has access and in which Licensee has rights, shall be treated by Licensor as information required to be kept confidential. Any information of Licensee provided to Licensor is solely for the purpose of troubleshooting and resolving a reported problem, and Licensor shall delete such information from Licensor's systems and backup media following delivery and verification of the solution for the reported problem. It is Licensor's duty to ensure that Licensee's information is not and shall not be disseminated to third parties without Licensee's prior written consent 4.2 Return of Deliverables. Upon the termination of this Agreement Licensee shall immediately return to Licensor any and all copies, in whole or in part, of the Software and Documentation as well as certify in writing its compliance with this Section. Notwithstanding, Licensee may retain one copy of the Software and Documentation for back up purposes 4.3 Proprietary Notices. All copies of the Software and the Documentation, in whole or in part, shall contain all restrictive and proprietary notices as they appear on the copy of the Software and Documentation provided by Licensor. In no event may Licensee duplicate, in whole or in part, the Documentation for third parties. 4.4 Reproduction and Modification of the Software. Licensee is permitted to use the Software on a non-exclusive, non -transferable basis for its own internal use only. Licensee shall use the Software solely with its own business information. Licensee shall not disclose to any third party or allow any third party access to the Software, except as expressly provided for in this agreement. Use of the Software shall be confined to the offices and reasonable extensions thereof of Licensee. Licensees' auditors shall be permitted access to the Software under conditions of confidentiality solely in the course of their audit work. Licensee may not rent, lease or sell the Software for any commercial economic or material benefit to Licensee or anyone else. Licensee further agrees that the Software and accompanying Documentation will not be reproduced, copied, reverse engineered or subdivided by the Licensee or anyone else for any purpose. Licensee will have the right to copy the Software solely for backup or archival purposes. 4.5 Section 4.0 Survival. The provisions of Section 4.0 shall survive the termination of this Agreement. 5.0 INTELLECTUAL PROPERTY RIGHTS INDEMNITY. 5.1 Licensor's Duty to Indemnify. Licensor shall indemnify, defend and hold harmless Licensee from liability to third parties, including attorneys' fees and costs, resulting from infringement by the Software of any patent, copyright, trade secret or other proprietary right provided Licensor is promptly notified of any and all threats, claims and proceedings related thereto and given reasonable assistance and the opportunity to assume sole control over defense and settlement. So long as Licensor bears the cost and expense of payment for claims or actions against Licensee pursuant to this Section Licensor shall have the right to conduct the defense of any such claim or action and all negotiations for its settlement or Page 6 of 23 — Execution Copy City of Fort Worth_Legal Files Software Inc., Software and Services Agreement compromise and to settle or compromise any such claim, however, Licensee shall have the right to fully participate in any and all such settlement, negotiations, or lawsuits as necessary to protect the Licensee's interest, and Licensee agrees to cooperate with Licensor in doing so. In the event License, for whatever reason, assumes the responsibility for payment of costs and expenses for any claim or action brought against Licensee for infringement arising under this Agreement Licensee shall have the sole right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim, however, Licnesor shall fully participate and cooperate with Licensee in defense of such claim or action. Licensee agrees to give Licensor timely written notice of any such claim or action, with copies of all papers Licensee may receive relating thereto. Notwithstanding the foregoing, Licensee's assumption of payment of costs or expenses shall not eliminate Licensor's duty to indemnify Licensee under this Agreement. Further, Licensor shall have no liability or duty to Licensee for any claim of infringement pursuant to this Section if such claim is based on Licensee's or third party's addition or modification to the Software when such claim of infringement is based on such addition or modification and such addition or modification was not authorized in writing by Licensor. 5.2 Licensor's Right to Correct. If a final determination is made by a court that the licensed use of the Software infringes any United States patent, copyright, trade secret or other proprietary right and enjoins further use by Licensee, Licensor may, in Licensor's sole discretion, (i) procure for Licensee the right to continue using the Software; (ii) modify the Software it to make it non -infringing but continue to meet the Software's functionality; or (iii) replace the Software with non -infringing software of like functionality; provided, however if none of the foregoing is reasonably available to Licensor, either party may terminate the license granted herein in which case the Licensee shall return the Software and Documentation to Licensor pursuant to Section 4.2 and Licensor shall refund to the Licensee a sum equivalent to the pro -rated amount of the License fee paid by Customer for the previous twelve (12) months. 6.0 LIMITED WARRANTY: EXCLUSIVE REMEDY. 6.1 Limited Warranty Licensor warrants that the Software, as it was delivered to Licensee, will function in all material respects in conformance with the Documentation for one hundred twenty (120) days after Licensee's acceptance of the fully installed Software ("Warranty Period' ). The foregoing warranty is subject to Licensee notifying Licensor promptly, but not less than thirty (30) days after discovery of the nonconformity, of a breach of the foregoing warranty and providing all information and assistance reasonably requested by Licensor in connection therewith. Upon receiving such timely notice, Licensor will provide a workaround or other otherwise remedy the nonconformity at no additional charge to Licensee, or if Licensor is unable to do so within sixty (60) days after receipt of Licensee's warranty claim, accept return of the nonconforming Software in exchange for a refund of the corresponding Software license fee paid by Licensee to Licensor. THIS SECTION SETS FORTH LICENSOR'S ENTIRE OBLIGATION AND LICENSEE'S SOLE AND EXCLUSIVE REMEDY FOR ANY ACTUAL OR ALLEGED SOFTWARE NONCONFORMANCE OR WARRANTY CLAIM DURING THE WARRANTY PERIOD. 6.2 No other Warranties. EXCEPT FOR THE EXPRESS LIMITED WARRANTY SET FORTH IN SECTION 6.1, LICENSOR MAKES NO WARRANTY, EXPRESS OR IMPLIED, OR ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Page 7 of 23 — Execution Copy City of Fort Worth _Legal Files Software Inc., Software and Services Agreement 6.3 Exclusive Remedy. LICENSEE'S EXCLUSIVE AND SOLE REMEDY FOR BREACH OF THE LIMITED WARRANTY HEREIN CREATED SHALL BE LIMITED TO REPAIR OF DEFECTS OR REPLACEMENT OF THE SOFTWARE, OR IN THE EVENT THE LICENSOR IS UNABLE TO EFFECTUATE SUCH REPAIR OR REPLACEMENT WITHIN A REASONABLE PERIOD OF TIME, LICENSEE SHALL BE ENTITLED TO A RETURN OF THE FEES ACTUALLY PAID TO LICENSOR UNDER THIS AGREEMENT. 7.0 LIMITATION OF LIABILITY. EXCEPT FOR A CLAIM UNDER SECTION 5.0, AND EXCEPT AS SET FORTH BELOW IN SECTION 7.1, LICENSOR'S TOTAL LIABILITY FOR DIRECT DAMAGES UNDER THIS AGREEMENT REGARDLESS OF THE FORM OF ACTION, SHALL BE LIMITED TO THE SOFTWARE AND MAINTENANCE FEES ACTUALLY PAID TO LICENSOR UNDER THIS AGREEMENT AND THE MAINTENANCE AND SUPPORT AGREEMENT IN THE PRECEDING TWELVE (12) MONTH PERIOD. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL SPECIAL OR INDIRECT DAMAGES OF ANY KIND (INCLUDING, WITHOUT LIMITATION LOST PROFITS, LOSS OF DATA, LOSS OF USE OR CLAIMS OF THIRD PARTIES) THAT MIGHT OCCUR AS A RESULT OF THE PERFORMANCE OR BREACH OF THIS AGREEMENT OR IN ANY WAY ARISES OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE USE OF THE SOFTWARE. SECTION 7.0 SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT. 7.1 EXCLUSIONS. THE LIMITATIONS IN SECTION 7.0 ABOVE SHALL NOT APPLY TO THE FOLLOWING: (A) BODILY INJURY, DEATH, OR DAMAGE TO REAL OR TANGIBLE PROPERTY DIRECTLY CAUSED BY LICENSOR'S NEGLIGENCE; (B) BREACH OF SECTION 5.2 (CONFIDENTIAL INFORMATION) OR SECTION 5.0. (INTELLUCTUAL PROPERTY RIGHTS INDEMNITY) (C) SETTLEMENT, DEFENSE OR PAYMENT OBLIGATIONS UNDER SECTION 5.0 (INTELLUCTUAL PROPERTY RIGHTS INDEMNITY); OR (D) DAMAGES ARISING FROM LICENSOR'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. 8.0 TERM AND TERMINATION. 8.1 Term. This Agreement shall be effective for one year from the Effective Date ("Initial Term"). Licensee shall have the option to renew this Agreement for four additional terms of one year each for maintenance and support (` Renewal Term '). The Initial Term and each Renewal Term shall collectively be referred to as the 'Term. Licensee shall notify Licensor not less than thirty (30) days prior to the end of the then current Term of its intent to renew. 8.2 Termination. (a) Either party may terminate this Agreement for convenience upon sixty (60) days written notice to the other party. (b) Either party may terminate this Agreement if the other party is in breach of this Agreement and fails to remedy such breach within thirty (30) days after written notice thereof by the non -breaching party. (c) Further, either party may terminate this Agreement immediately upon written notice of a breach of Section 4.0 by the other party, the commencement of any proceedings seeking liquidation of a party which is not dismissed within forty-five (45) days, the insolvency of the other party or the assignment by the other party for the benefit of its creditors. (d) Licensee may terminate this Agreement in the event no funds or insufficient funds are appropriated by Licensee in any fiscal period for any payments due hereunder during the Initial Term or any Renewal Term. Licensee will notify Licensor of such occurrence and this Agreement shall terminate Page 8 of 23 — Execution Copy City of Fort Worth_Legal Files Software Inc., Software and Services Agreement on the last day of the fiscal period for which appropriations were received without penalty or expense to Licensee of any kind whatsoever, except Licensee shall be liable for payments herein agreed upon for which funds have already been appropriated. 8.3 Force Majeure. Notwithstanding anything to the contrary stated herein, neither party hereto shall be liable for any breach of its obligations resulting from causes beyond its reasonable control including but not limited to fire, strikes (excluding Licensor's own employees) insurrection or riots, earthquakes, tornadoes, embargoes, container shortages, wrecks or delays in transportation, inability to obtain supplies and raw materials requirements, or regulations of any civil or military authority (an 'Event of Force Majeure"), Each of the parties hereto agrees to give notice forthwith to the other upon becoming aware of an Event of Force Majeure, such notice to contain details of the circumstances giving rise to the Event of Force Majeure. If a default due to an Event of Force Majeure shall continue for more than three months the party not in default shall be entitled to terminate the Agreement as a result of an Event of Force Majeure. 8.4 Effects of Termination. Upon termination of this Agreement for any reason, Licensee shall pay Licensor for services actually rendered up to the effective date of termination and Licensor shall continue to provide Licensee with services requested by Licensee in accordance with this Agreement up to the effective date of termination. Upon termination of this Agreement for any reason, Licensee's license to the Software will automatically terminate upon the effective date of termination. Licensee will remove all Software from its computers and network, except Licensee may retain one copy of the Software for backup purposes. Licensor shall provide Licensee with copies of all completed or partially completed documents prepared under this Agreement. In the event Licensor has received access to Licensee information or data as a requirement to perform services hereunder, Licensor shall return all such data to Licensee in a machine readable format or other format deemed acceptable to Licensee with a written statement certifying that all such data has been returned to Licensee. 9.0 MISCELLANEOUS PROVISIONS. 9.1 Notices. All notices and demands required or permitted under this Agreement shall be in writing and may be delivered personally to the Licensor s Project Manager, or sent by registered or certified mail, postage prepaid, or by an overnight courier service to one of the persons and addresses set forth below. Any notice or demand mailed as aforesaid shall be deemed to have been delivered on the date of delivery or refusal as the case may be, set forth on the return receipt Said notices shall be delivered or addressed as follows (or to such later contact information of which a party notifies the other in writing should be used for purposes of this section): Licensor Legal Files Software, Inc. 801 S. Durkin Drive Springfield, IL 62704 Phone: (217) 726-6000 Fax: (217) 726-7777 Page 9 of 23 — Execution Copy City of Fort Worth _Legal Files Software Inc., Software and Services Agreement Licensee City of Fort Worth, Texas Attn• City Attorney 1000 Throckmorton Street Fort Worth TX 76102 Phone: (817) 392-7600 Fax: (817) 392-8359 9.2 Severabilitv. If any provision of this Agreement or the application of such provision to any party or circumstance shall be held invalid, the remainder of this Agreement or the application of such provision to parties or circumstances, other than those as to which it is held invalid, shall not be affected unless such invalidity would materially alter the party's ability to perform or the intended essential purpose of this Agreement. 9.3 Parties Bound. This Agreement shall be binding upon the parties hereto, their successors, assigns, legal representatives. 9.4 Final Agreement. This Agreement constitutes the complete, final and exclusive expression of the parties' agreement, and it supersedes all proposals and other communications made between the parties concerning the subject matter hereof. This Agreement cannot be modified except by written agreement signed by the parties hereto. Any separate confidentiality or non -disclosure agreements between the parties remain in effect in accordance with their terms. 9.5 Authorization. Each undersigned hereby represents and warrants that he or she has been duly authorized by his or her respective party to enter into and execute this Agreement. Each party is fully entitled to rely on these warranties and representations in entering into this Agreement or any amendment hereto. 9.6 Headings. Gender. All section headings contained in this Agreement are for convenience of reference only, do not form a part of this Agreement and shall not affect in any way the meaning or interpretation of this Agreement. Words used herein, regardless of the number and gender specifically used shall be deemed and construed to include any other number, singular or plural, and any other gender, masculine, feminine, or neuter, as the context requires. 9.7 Waiver. A waiver of a default of any term of this Agreement shall not be construed as a waiver of any succeeding default or as a waiver of the provision itself. A party's performance after the other party's default shall not be construed as a waiver of that default. 9 8 Assignment. Neither party may assign this Agreement without the prior written consent of the other (which will not be unreasonably withheld or delayed), except to an Affiliate, or where all or substantially all of the assets of a party are sold to, or merged or consolidated with another company. Affiliate shall mean a company or other business entity (Company) which owns all or part of a party, a Company in which a party has an ownership interest, or a Company which shares common ownership interest or a Company which shares common ownership with the party In the event this Agreement is assigned to an Affiliate as defined herein, the assigning party shall provide thirty (30) days advance Page 10 of 23 — Execution Copy City of Fort Worth_Legal Files Software Inc., Software and Services Agreement written notice of the assignment to the non -assigning party. Nothing in this agreement is intended to confer on any person, other than the parties and their successors, any rights or remedies under or by reason of this Agreement 10.0 DISPUTE RESOLUTION, GOVERNING LAW AND JURISDICTION. 10.1 This Agreement, all transactions executed hereunder and the legal relations between the parties shall be governed and construed solely in accordance with the laws of the State of Texas, without reference to its conflict of laws rules. 10.2 If any action, whether real or asserted, at law or in equity, is brought on the basis of this Agreement, venue for such action shall lie in state courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas, Fort Worth Division. 10.3 Except in the event of termination pursuant to Section 8.2(d), if either Customer or Licensor has a claim, dispute controversy, or other matter in question for breach of duty, obligations, services rendered or any warranty that arises under this Agreement, the parties shall first attempt to resolve the matter through this dispute resolution process set forth herein. The disputing party shall notify the other party in writing as soon as practicable after discovering the claim, dispute controversy or breach. The notice shall state the nature of the dispute and list the party's specific reasons for such dispute. Within ten (10) business days of receipt of the notice, both parties shall commence the resolution process and make a good faith effort, either through email, mail, phone conference, in person meetings, or other reasonable means to resolve any claim, dispute, controversy, breach or other matter in question that may arise out of, or in connection with this Agreement. If the parties fail to resolve the dispute within sixty (60) days of the date of receipt of the notice of the dispute, then the parties may submit the matter to non -binding mediation at a location to be mutually agreed to by the parties, upon written consent of authorized representatives of both parties in accordance with the Industry Arbitration Rules of the American Arbitration Association or other applicable rules governing mediation then in effect The mediator shall be agreed to by the parties. Each party shall be liable for its own expenses, including attorney's fees, however, the parties shall share equally in the costs of the mediation. If the parties cannot resolve the dispute through mediation, then either party shall have the right to exercise any and all remedies available under law regarding the dispute. Notwithstanding the fact that the parties may be attempting to resolve a dispute in accordance with this informal dispute resolution process, the parties agree to continue without delay all of their respective duties and obligations under this Agreement not affected by the dispute. Either party may, before or during the exercise of the informal dispute resolution process set forth herein, apply to a court having jurisdiction for a temporary restraining order or preliminary injunction where such relief is necessary to protect its interests. Page 11 of 23 — Execution Copy City of Fort Worth_Legal Files Software Inc., Software and Services Agreement 11.0 INSURANCE. 11.1 The Licensor shall carry the following insurance coverage with a company that is licensed to do business in Texas or otherwise approved by the Customer. 1. Commercial General Liability a. Combined limit of not less than $2,000,000 per occurrence; $4million aggregate or b. Combined limit of not less than $1,000 000 per occurrence; $2,000,000 aggregate and Umbrella Coverage in the amount of $4 000,000 Umbrella policy shall contain a follow -form provision and shall include coverage for personal and advertising injury. c. Defense costs shall be outside the limits of liability. 2. Automobile Liability Insurance covering any vehicle used in providing services under this Agreement, including owned, non -owned, or hired vehicles, with a combined limit of not less than $1,000,000 per occurrence. 3. Statutory Workers' Compensation and Employers' Liability Insurance requirements per the amount required by statute. 4. Technology Liability (Errors & Omissions) a. Combined limit of not less than $2,000,000 per occurrence; $2million aggregate or b. Combined limit of not Tess than $1,000,000 per occurrence; $2,000,000 aggregate and Umbrella Coverage in the amount of $4 000,000 Umbrella policy shall contain a follow -form provision and shall include coverage for personal and advertising injury. The umbrella policy shall cover amounts for any claims not covered by the primary Technology Liability policy. Defense costs shall be outside the limits of liability. 11.2 General Insurance Requirements: 1. All applicable policies shall name the City as an additional insured thereon as its interests may appear The term City shall include its employees, officers, officials, agents, and volunteers in respect to the contracted services. 2. The workers' compensation policy shall include a Waiver of Subrogation (Right of Recovery) in favor of the City of Fort Worth. 3. A minimum of Thirty (30) days' notice of cancellation or reduction in limits of coverage shall be provided to the City. Ten (10) days' notice shall be acceptable in the event of non-payment of premium. Notice shall be sent to the Risk Manager, City of Fort Worth, 1000 Throckmorton, Fort Worth Texas 76102, with copies to the City Attorney at the same address 4. The insurers for all policies must be licensed and/or approved to do business in the State of Texas. All insurers must have a minimum rating of A- VII in the current A.M. Best Key Rating Guide, or have reasonably equivalent financial strength and solvency to the satisfaction of Risk Management. If the rating is below that required, written approval of Risk Management is required. 5. Any failure on the part of the City to request required insurance documentation shall not constitute a waiver of the insurance requirement. 6. Certificates of Insurance evidencing that the Consultant has obtained all required insurance shall be delivered to and approved by the City s Risk Management Division prior to execution of this Agreement. Page 12 of 23 — Execution Copy City of Fort Worth _Legal Files Software Inc., Software and Services Agreement 12.0 DISCLOSURE OF CONFLICTS AND CONFIDENTIALITY. 12.1 Disclosure of Conflicts. Licensor hereby warrants to the Customer that Licensor has made full disclosure in writing of any existing or potential conflicts of interest related to Licensor's services under this Agreement as required by applicable law. In the event that any conflicts of interest arise after the Effective Date of this Agreement Licensor hereby agrees immediately to make full disclosure to the Customer in writing and as required by applicable law. 12.2 Confidential Information. Notwithstanding Section 4.1, Customer acknowledges that Licensor may use products, materials, or methodologies proprietary to Licensor. Customer agrees that Licensor's provision of services under this Agreement shall not be grounds for the Customer to have or obtain any rights in such proprietary products, materials, or methodologies unless the parties have executed a separate written agreement with respect thereto. Both parties, shall for itself and its officers, agents and employees, agree that it shall treat all information provided to it by the other party as confidential and shall not disclose any such information to a third party without the prior written approval of the other party ("Confidential Information"). Confidential Information shall not include information that (i) was known by the receiving party prior to any disclosure by the disclosing party (ii) is disclosed to the receiving party on a non -confidential basis by a third party that is legally entitled to make such disclosure; (iii) is independently developed by the receiving party without reference to or reliance on the disclosing party's information; (iv) is generally known to the public or in the public domain; or (v) is required to be disclosed by law, rule, regulation, subpoena or other court order, but only to the extent necessary to comply with the foregoing, and provided that the disclosing party is notified in advance so that it may seek to contest, limit or modify such disclosure. 12.3 Unauthorized Access. Licensor shall store and maintain Confidential Information in a secure manner and shall not allow unauthorized users to access, modify, delete or otherwise corrupt Confidential Information in any way. Licensor shall notify the Customer immediately if the security or integrity of any Confidential Information has been compromised or is believed to have been compromised, in which event, Licensor shall, in good faith, use all commercially reasonable efforts to cooperate with the Customer in identifying what information has been accessed by unauthorized means and shall fully cooperate with the Customer to protect such information from further unauthorized disclosure. 12.4 Survival of Termination. This Section 12.0 shall survive termination of this Agreement. 13.0 Non-discrimination Covenant. Licensor, for itself, its personal representatives, assigns, subcontractors and successors in interest, as part of the consideration herein, agrees that in the performance of Licensor's duties and obligations hereunder, it shall not discriminate in the treatment or employment of any individual or group of individuals on any basis prohibited by law. If any claim arises from an alleged violation of this non- discrimination covenant by Licensor, its personal representatives, assigns, subcontractors or successors Page 13 of 23 — Execution Copy City of Fort Worth _Legal Files Software Inc., Software and Services Agreement in interest, Licensor agrees to assume such liability and to indemnify and defend the Customer and hold the Customer harmless from such claim. Page 14 of 23 — Execution Copy City of Fort Worth_Legal Files Software Inc., Software and Services Agreement Legal Files Software I Exhibit B I Maintenance and Support Agreement THIS SOFTWARE MAINTENANCE AGREEMENT (this "Agreement") is entered into between Legal Files Software, Inc. ("Licensor"), having its principal office at 801 S. Durkin Drive, Springfield Illinois, and City of Fort Worth, Texas its subsidiaries and affiliates ("Licensee' or "City") and when fully executed, is attached to and made a part of the License Agreement as hereinafter defined. This agreement is subject to the terms and conditions of the License Agreement and nothing in this Agreement shall be construed to change, nullify or abrogate the provisions of the License Agreement. All terms used herein and not otherwise defined shall have the meanings set forth in the License Agreement. Introduction Licensor licenses the software program known as Legal Files, referred to as the "Software." A License Agreement separately signed by the parties grants Licensee a license to use the Software (hereinafter, the "License Agreement"). Licensor and Licensee agree as follows: Section 1. Software Maintenance Services 1.1 Licensor agrees to provide to Licensee with regular Software updates, enhancements to the Software, and corrected or modified versions of the Software in the form of fixes and further releases that Licensor makes generally available to end -users. Licensor may offer to Licensee future versions in which platform upgrades and/or substantial additional functionality are incorporated for an additional commercially reasonable fee, provided that Licensor assesses similar fees to other currently supported customers for such version. Licensee is under no obligation to purchase such version, and this will not affect the support status of the current version of the Software. 1.2 Such modifications, when delivered and installed, shall become part of the Software and shall otherwise be subject to all of the terms of the License Agreement. Section 2. Error Correction Services 2.1 Licensor shall use reasonable commercial efforts to correct or provide a usable work -around solution for any reproducible material error in the Software, within a reasonable period of time. If Licensor, in its discretion requests written verification of an error or malfunction discovered by Licensee Licensee shall promptly provide such verification, by email, telecopy, or overnight mail, setting forth in reasonable detail the respects in which the Software fails to perform. An error or malfunction shall be "material" if it represents a nonconformity with Licensor's current published specifications for the Software that interferes with the usability of the Software. Licensor is not obligated to fix errors that are not material. Upon request and subject to the City s applicable information technology security policies, Licensee shall provide Licensor remote access to Licensee's computer system for the purpose of remote diagnostics. Licensor shall ensure that any such remote access provided by Licensee to Licensor is not misused by any person or used to deliver any virus, disabling device or other harmful code to Licensee's systems, and shall execute Licensee's applicable access agreement in accordance with this Section. Page 15 of 23 — Execution Copy City of Fort Worth_Legal Files Software Inc., Software and Services Agreement 2.2 Licensee shall pay Licensor at Licensor's then current time and material rates for work of Licensor spent investigating an error or malfunction that Licensor reasonably determines to have been caused by a modification to the Software not made nor authorized by Licensor, or a modification to the data or database structure made from outside of the application without Licensor's prior approval of such modification. Modification of the Software shall be grounds for revocation of software license and termination of further technical support by Licensor. 2.3 If in the reasonable judgment of the parties, an on -site visit to the Licensee is necessary to solve a critical problem, Licensor will make an on -site visit at no additional charge to Customer. Except, if the critical problem was not caused by a defect in the current or immediately preceding release of the Software Licensee shall reimburse Licensor for its personnel who made the on -site visit at Licensor's then current hourly rate and shall pay all reasonable expenses for the site visit. Section 3. Telephone Support 3.1 Licensor shall, during the hours of 8:00 a.m. to 5:00 p.m. in central time zone on weekdays (exclusive of holidays), provide telephone and/or e-mail support to Licensee's authorized contact person and alternate contact person of Licensee who have been trained by Licensor in the use of the Software. Licensor shall respond to and resolve problems in accordance with the following ("Service Levels") Problem Level Response & Resolution Time Level 1 Critical Response time: within one (1) hour of report of Problem: problem. Application/users are Resolution time: works continuously until the down and inoperable. problem is resolved or an acceptable workaround Business operations is delivered. and productivity are severely impacted. Level 2 High Priority: Response time: within two (2) hours of report. Application/users are Resolution time: works continuously until the limited; the situation is problem is resolved or an acceptable workaround causing a significant is delivered. impact to portions of business operations and activity. Level 3 Medium Response time: within 24 hours of report. Priority: Resolution time: define a solution/fix problem application/users are within 10 calendar days. slightly limited; the situation has impaired some operations, but most user productivity continues. Level 4 Low Priority: Response time: within forty-eight (48) hours of applications and users' report. Page 16 of 23 — Execution Copy City of Fort Worth_Legal Files Software Inc., Software and Services Agreement productivity are not affected. Section 4. Exclusions Resolution time: define a solution/fix problem within 30 calendar days. 4.1 Licensor's service obligations set forth in Sections 1, 2 and 3 do not include circumstances where: (a) Corruption or loss of the Software or data due to Licensee's hardware failure or fault has occurred, although Licensor's personnel will use reasonable efforts to assist if such problems arise; (b) Reinstallation of the Software on a new or existing server; (c) Corruption to the Software or data due to the interference or modification of the Software by the Licensee or third party except as allowed hereunder in the Documentation or with Licensor's permission, (d) The failure of the Licensee to implement recommendations in respect of or solutions to faults previously advised by Licensor or to install an Enhancement made available under Section 1.1 of this Agreement; (e) Licensee is in breach of this Agreement, or the License Agreement. Section 5. Reauest for Modification of the Software 5 1 Licensee may at any time request in writing that Licensor make additional modifications to the Software to add functions or improve performance. All such requests will be evaluated by the Licensor for future inclusion. Section 6. Delivery 6.1 In order to satisfy any delivery obligation, Licensor may, at its option, send to, have delivered to or email to Licensee corrected Software or "patches" in electronic, CD-ROM or magnetic form a copy of any modification error correction, fix, or release to the Software provided pursuant to this Agreement. Section 7. Fees for Maintenance Services 7.1 Licensee shall pay Licensor the maintenance support fee for each year of Software Maintenance under this Agreement in accordance with the Order Form for years 2 through 5. Following year 5, annual extensions will be available from year to year thereafter at Licensor's then applicable fee Licensor reserves the right to raise Software Maintenance fees from time to time at a rate not to exceed a 4% increase per year. All such fees are payable within thirty (30) days of Licensee s receipt of the applicable invoice. 7.2 If this Agreement is terminated by Licensee, Licensee may reinstate support and maintenance for the Software only by paying Licensor a reinstatement fee equal to 50% of all annual maintenance and Support fees that would have been paid, but for the termination. 7.3 Intentionally Deleted. 7 4 A monthly interest charge at the rate of one percent (1 %) or the maximum legal rate, whichever is less, will be assessed on all payments more than thirty (30) days past due. Licensee shall not be liable for the payment of taxes under this Agreement Page 17 of 23 — Execution Copy City of Fort Worth_Legal Files Software Inc., Software and Services Agreement Section 8. Intellectual Property 8.1 The modifications to the Software, including all intellectual property rights associated therewith, made or provided by Licensor pursuant to this Agreement, whether alone or with any contribution from Licensee or its personnel, shall be owned exclusively by Licensor. Section 9. Terms 9.1 Term and termination shall be governed by Section 8.0 of the License Agreement. 9.2 In addition to its termination rights set forth in Section 9.1 hereof, Licensor may terminate this Agreement by giving written notice of termination to Licensee upon the occurrence of any of the following events: 1. Licensee defaults in the performance of any material requirement or obligation created by this Agreement or the License Agreement. 2. Licensee fails to make any payment to Licensor within sixty (60) days of its due date under this Agreement; 3. Licensee ceases business operations, is the subject of any state or federal bankruptcy, insolvency, or similar proceeding, becomes insolvent, or makes an assignment for the benefit of creditors or a receiver is appointed for a substantial part of Licensee's assets or becomes unable to pay its debts when due; 9 3. No termination of this Agreement shall release Licensee from any obligation to pay Licensor any amount that has accrued or become payable at or prior to the date of termination. Page 18 of 23 — Execution Copy City of Fort Worth _Legal Files Software Inc., Software and Services Agreement Legal Files Software I Exhibit C I Services Description This section describes the installation, training, data conversion, maintenance and support and other services made available by Licensor to eligible licensees of the Software, and details Licensor's and Customer's responsibilities in connection with any order for such services. A. Installation Licensor will deliver the Software for installation at Customer's site, and will provide installation instructions that must be followed by Customer for the installation. Customer is primarily responsible for installation and configuration of the Software, and its personnel should be experienced in client/server set-up procedures and the network, database and server platforms on which the Software and database will run. In connection with Customers' initial installation and configuration of the Software, Licensor will make available the following services: • For client/server application installation, up to eight (8) hours of technical telephone support to assist Customer's personnel with the installation, at no additional charge. • For web application installation up to eight (8) hours of technical telephone support to assist Customer s personnel with installation, at no additional charge. • Additional remote installation assistance is available upon request, and will be billed at the rate set forth in the Order Form. Onsite installation assistance is available upon request, subject to Licensor's reasonable scheduling and availability, and will be billed at the rate set forth in the Order Form. For purposes of the order and the EULA, installation means the date that Customer first installs the Software on its server, exclusive of subsequent configuration or implementation work. If Customer does not install the Software within ninety (90) clays after order placement (subject to a day -for -day extension for any delay directly attributable to Licensor), and neither party has exercised any of its termination rights under Section 8.0 of the License Agreement then Customer will be responsible for payment of a pro -rated amount of the total annual fee for every thirty (30) day period for which the Software is not installed. • B. Training Licensor will provide any training ordered by Customer in accordance with Licensor's standard training methods and the Order Form using its standard training materials. Training is provided onsite at the rate set forth in the Order Form. Additionally if required, there is a $50 per computer and $100 per projector surcharge (plus shipping) for training conducted at Customer's office using Licensor's equipment. If outside training facilities and equipment are utilized, such outside costs are Customer s responsibility. Customer and Licensor will jointly agree on a specific training schedule for system administrators and end users. C. Electronic Data Conversion Licensor will provide data conversion services ordered by Customer at its then -current rates and in accordance with its standard electronic data conversion procedures. Where the order specifies a number of hours for the data conversion such number is an estimate only, and subject to adjustment based on format, quality and quantity of Customer data, timeliness of Customer cooperation and other factors outside of Licensor's reasonable control. The general progression and allocation of responsibility for data conversion services is as follows: Page 19 of 23 - Execution Copy City of Fort Worth_Legal Files Software Inc., Software and Services Agreement 0 0 0 Data conversion programs will be created at Licensor's facilities. In order to prepare the conversion program, all source data must be provided by Customer to Licensor in an acceptable, machine-readable format and must be corruption free. If necessary, including where in-house expertise or local consultants are not available, Licensor will visit Customer's site to obtain the source data and documentation required to create the conversion program. Such onsite services will be charged at Licensor's daily consulting rate. Data scrubbing is the process of fixing or eliminating individual pieces of data that are incorrect, incomplete or duplicated in the source database when the data is passed to the target database. Unless specifically noted in the order, Licensor's conversion estimate does not include data scrubbing. If desired or required, such services will be made available at an additional charge. Licensor will create a data mapping document that defines where the source data will reside in the target Software database. Once complete, the data mapping document must be approved by Customer via email or other writing before the conversion program can be created. Licensor will perform a test data conversion to provide Customer with the ability to review the source data as it was mapped and will appear in the Software application. The test data conversion must be approved by Customer via email or other writing before the final data conversion can be performed. If changes to the data mapping document or test data conversion are requested by Customer after they have been approved, Licensor reserves the right to charge an additional fee for time worked, and to delay any previously estimated completion dates. Ds Maintenance and Support During the initial Support term and each renewal of Support, Licensor will provide Support to Customer in its use and operation of the Software comprised of the following: (a) General. Customer may contact Licensor with questions and troubleshooting related to use and operation of the Software, as well as for remote diagnosis and priority resolution of material bugs, errors or other malfunctions encountered using the Software. A bug, error or malfunction is deemed "material" if it represents a nonconformity of the Software with Licensor's then -current published specifications and materially interferes with or degrades usability of the Software. (b) Contacting Technical Support. Support queries may be submitted by email at Support@LeRalFiles.com or by phone at (217) 726-6400 during Licensor's normal business hours: Monday through Friday from 8:00 a.m. to 5:00 p.m. U.S. Central Time (excluding holidays). Customer must appoint one primary contact person and one alternate contact person who have been trained and are competent in use and operation of the Software to place technical support queries. (c) Classification of Issues. When contacting Licensor for Support, Customer should assign an initial severity based on the severity level classifications listed below, and should provide a detailed description of the issue or support request. The initial assignment of severity may be raised or lowered by Licensor, with Customer's consent, based on the information provided by Customer and/or subsequent diagnosis or remediation efforts, including the availability of a work -around. Page 20 of 23 - Execution Copy City of Fort Worth Legal Files Software Inc., Software and Services Agreement Level Description A problem with the Software which renders the Software inoperative or 1 causes a significant and ongoing interruption to Customer's business activities. 2 A problem with the Software which degrades or disrupts operation, and causes a significant impact to portions of Customer's business activities A problem with the Software which slightly limits Customer's business 3 activities where some operations are impaired but most user productivity continues 4 General questions, suggestions and feedback pertaining to use and operation of the Software but users' productivity is not affected. (d) Initial Response; Status Updates. Licensor will use commercially reasonable efforts to provide an initial response and ongoing status updates for support requests within the target timeframes listed below. All timeframes are during Licensor's normal business hours only, and are further subject to Customer providing all information and assistance reasonably requested in connection therewith. Licensor will escalate support requests through its technical support channels as necessary to address covered support issues. Level 1 2 3 4 Initial Response 1 hour 2 hours 1 day 2 days Status Update Daily until workaround or correction available. Daily until workaround or correction available. Define solution/fix problem within 10 calendar days Define solution/fix problem within 30 calendar days (e) Remote Access. Upon request, Customer will provide Licensor remote access to Customer's computer system for the purpose of remote diagnostics. Any such remote access will be subject to Customer's remote access security policies and procedures as communicated to Licensor at the time. (f) On -Site Visits. If in the reasonable judgment of the parties, an onsite visit to Customer's facility is necessary to resolve a critical problem, Licensor will make an onsite visit at no additional charge to Customer. Except, if the critical problem was not caused by a defect in the current or immediately preceding release of the Software or is otherwise outside of warranty and Support coverage, Customer will reimburse Licensor for the onsite visit at Licensor's then -current daily consulting rate E. Customer Responsibilities In connection with Support and all other Services provided by Licensor, Customer is responsible for: (i) assigning qualified personnel to coordinate with Licensor regarding Services; (ii) selecting and maintaining all third party hardware software, peripherals and connectivity necessary to meet the system requirements for the Software; (iii) creating a restore point for its systems and backing up and verifying all data; and (iv) adopting reasonable Page 21 of 23 — Execution Copy City of Fort Worth _Legal Files Software Inc., Software and Services Agreement measures to ensure the safety, security, accuracy and integrity of Customer's facilities, systems and network. Page 22 of 23 — Execution Copy City of Fort Worth _Legal Files Software Inc., Software and Services Agreement Legal Files Software I Exhibit D I Escrow Agreement This Agreement is subject to the attached Master Source Code Escrow Agreement ("Escrow Agreement"), which is five (5) pages in length between Legal Files Software, Inc., and Farmer's State Bank entered into on or about August 23 2000 The parties agree that the City of Fort Worth is a Licensee for the purposes of the Escrow Agreement and shall have all rights and interest of a Licensee under the Escrow Agreement. Page 23 of 23 — Execution Copy City of Fort Worth_Legal Files Software Inc., Software and Services Agreement MASTER SOURCE CODE ESCROW AGREEMENT This Master Source Code Escrow Agreement ("Agreement") is made this 23 day of August, 2000 by and between Legal Files Software, Inc , whose principal, office is located at 2730 South MacArthur Springfield, IL 62704 ("LFS"), and, Farmer s State Bank of Mt Sterling 129 West Main, Mt. Sterling, IL 62353 ("Escrow Agent"). Whereas, LFS desires to deliver to Escrow Agent a copy of the source code ("Source Code") for the computer software product known as Legal Files Software, which LFS desires Escrow Agent to keep in its possession for delivery to certain third parties listed on Exhibit A ("Licensees") under certain circumstances; and Whereas, Escrow Agent desires to act as custodian of the Source Code under the terms and conditions specified herein. NOW, THEREFORE, in consideration of the foregoing, of the mutual promises hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree to the following. 1. Delivery by LFS. Within ten (10) days after execution of this Agreement, LFS shall deliver to Escrow Agent a documented current version of the Source Code, in computer readable form ("Source Code Copy"). Thereafter, from time to time, LFS may deliver to Escrow Agent the Source Code Copy for new versions of Legal Files Software being provided to the Licensees identified in Exhibit A. 2. Duplication: Updates: Changes Escrow Agent may duplicate the Source Code copy by any means whenever necessary in order to comply with the terms and provisions of this Agreement, provided that the third party (s) to whom a copy of the Source Code Copy is to be delivered pursuant to the terms hereof bear (s) the expense of duplication. LFS agrees to deposit with Escrow Agent any modifications, updates, new releases or documentation related to the Source Code Copy delivering to Escrow Agent an updated version of the Source Code Copy as soon as practicable after the modifications, updates, new releases and documentation become publicly available. When LFS delivers an updated version of the Source Code Copy to Escrow Agent, Escrow Agent shall return to LFS the previous Source Code Copy it held in custody, if so requested by LFS 3. Right to Change Licenses. LFS may update the Licensees to whom Escrow Agent is to deliver Source Code Copy under the certain circumstances set forth in the Agreement by delivering Amendments to Exhibit A to Escrow Agent, which Amendments may add or delete Licensees covered by this Agreement. 4. Delivery by Escrow Agent to Licensees Escrow Agent agrees that the Source Code Copy shall be held by it for delivery, under the terms and conditions hereinafter set forth, of a copy or copies thereof to one or more Licensees who have contracted separately with LFS, but only in the event that: 4.1. LFS notifies Escrow Agent in writing to effect such delivery by mail to a specific Licensee or Licensees at a specific address or addresses; or, 4.2. A Licensee listed on Exhibit A, as currently amended, notifies Escrow Agent in writing that LFS has ceased its operations for any reason and its successors and assigns, if any, have refused to undertake LFS' obligation to Licensee to support the software applications known as Legal Files Software ; or 4.3. Licensor suspends business, makes an absolute assignment of the bulk of its assets for the benefit of creditors, consents to the appointment of a trustee, custodian or receiver, or is declared insolvent or bankrupt, a trustee, custodian or receiver is appointed for Licensor for r • a substantial part of its assets without its consent and is not discharged within sixty (60) days of the commencement thereof; bankruptcy, reorganization, arrangement, insolvency, receivership or liquidation proceedings are instituted by or against Licensor and are not dismissed within sixty (60) days of the commencement thereof; 4.4. A Licensee listed on Exhibit A, as currently amended, notifies Escrow Agent in writing that LFS has sold one or more of the Products listed in Exhibit A to a third party purchaser and the purchaser of said Product has refused to undertake LFS' obligation to Licensee to support the Product ; and, 4.5. In the case of notice pursuant to either paragraphs 4 2 or 4 3, Escrow Agent also receives from Licensee the following: (a) written notification that LFS, or any of LFS' successors, assigns or purchasers of the software products in question (hereinafter "Successors') have failed in material respects to support the applicable Products as required by a valid and existing license agreement ('License Agreement") or maintenance agreement ("Maintenance Agreement") between Licensee and LFS or its Successors ; (b) written evidence that Licensee has paid all fees owed to LFS its successors required by any, existing License and Maintenance agreement in effect between Licensee and LFS or its successors; (c) evidence satisfactory to Escrow Agent that Licensee has previously notified LFS or its successors of such in Writing; (d) a written demand that the Source Code Copy be released and delivered to Licensee; (e) a written undertaking from the Licensee that the copy of the Source code Copy being supplied to the Licensee will be used only as permitted under the terms of the License Agreement; (f) a specific instructions from the Licensee for this delivery; and. (g) and a statement that it shall pay Escrow Agent its reasonable costs incurred in compliance with Licensee's request. 4.6. In the event that the provisions of paragraph 4.4 are met, Escrow Agent shall, within five (5) days of receipt of all of the items specified in paragraph 4 4, send photocopy of all such documents received by it to LFS or any Successors address previously given to it by LRS pursuant to Section 12.1. LFS or its Successors shall have forty-five (45) days from the date Escrow Agent, shall have sent the documents to LFS or its Successors to send to Escrow Agent written notice of its objection to the release of a copy of the Source Code Copy and to request that the issue of the third party's entitlement to a copy of the source code copy be submitted to arbitration in accordance with the provisions hereof. (a) In the event that LFS or its Successors shall send such written notice to Escrow Agent within such time period, the matter shall be submitted to, and settled by arbitration by a panel of three (3) arbitrators chosen by the nearest Regional Office of the American Arbitration Association closest to Springfield, Illinois, in accordance with the rules of the American Arbitration Association. The arbitrators shall apply Illinois law and the arbitration shall take place in the city of the Regional Office selecting the arbitrators or in such other city as agreed upon by the parties to the arbitration. At least one (I) arbitrator shall be reasonably familiar with the computer It software industry. The decision of the arbitrators shall be binding and conclusive on all parties involved, and judgment upon their decision may be entered in any court having jurisdiction thereof. All costs of the arbitration, including reasonable attorneys' fees and costs incurred by the prevailing party and Escrow Agent shall be paid by the non -prevailing Party (b) within forty-five days after mailing the items specified in paragraph 4.4. to LFS or its Successors Escrow Agent has not received written notice of objection to the release of a copy of the Source code copy and its request for arbitration, then Escrow Agent shall mail a copy of the Source Code Copy to the third party m accordance with the instructions specified in paragraph 4.4 (f). 5. Trade secrets Escrow Agent acknowledges and agrees that the Source Code, its documentation and all copies thereof are LFS' exclusive property, constitute valuable "trade secrets", as that term is defined pursuant to Section 2 (d) of the Illinois Trade Secrets Act (765 ILCS 1065/2(d)), and are protected by federal and international copynght laws and treaties. Escrow Agent agrees to hold the Source Code Copy in the strictest of confidence, protect it the same way it protects its own trade secrets and shall not make it available to any person or entity except as specifically provided in this Agreement. Finally Escrow Agent acknowledges that electromagnetic fields will damage the machine-readable tapes being deposited with it, as will extreme charges in temperature and humidity. 6. Liability Except for actual fraud or intentional misconduct, Escrow Agent shall not be liable to LFS or to any party claiming beneficiary status under this Agreement for any act, or failure to act, by Escrow Agent in connection with this Agreement. 7. Indemnity. LFS and any party claiming beneficiary status under this Agreement hereby agree to indemnify and hold harmless Escrow Agent and each of its directors, officers, and stockholders, absolutely and forever, and from and against any and all claims, actions, damages, suits, liabilities, obligations, costs, fees, charges, and any other expenses whatsoever, including legal fees, that may be asserted against Escrow Agent or any of its directors, officers, or stockholders with respect to any act, except as otherwise provided in Section 6. 8. Disputes and Internleader. In the event of any dispute between LFS and any third party claiming beneficiary status under this Agreement relating to delivery of a copy of the Source Code Copy by Escrow Agent or to any other matter covered by this Agreement, Escrow Agent may submit the matter to any court of competent junsdiction in an Interpleader or similar action. Any and all casts incurred by Escrow Agent in connection therewith shall be borne by the third party seeking a copy of the Source Code copy. without limiting the generality of the foregoing, if Escrow Agent shall be uncertain as to its duties or rights hereunder, shah, receive any notice, advice, schedule, report, certificate, direction or other document from any person or entity with respect to the Source Code copy, that, in the opinion of the Escrow Agent is in conflict with any of the provisions of this Agreement, or shall be advised that a. dispute has arisen with respect to the ownership or right of possession of the Source Code Copy or any part thereof, Escrow Agent shall be entitled, without liability to anyone, to refrain from taking any action other than to exercise its best efforts to keep safely the Source Code Copy until Escrow Agent shall be directed otherwise in writing by an order, decree, or judgment of a court of competent jurisdiction that is then finally affirmed oh appeal or that by the lapse of time or otherwise is no longer subject to appeal; but Escrow Agent shall be under no duty to institute or defend any such proceeding. 9. Bankruptcy. LFS and Licensee acknowledge that this Agreement is an "agreement supplementary to' the License Agreement as provided in. Section 365 (n) of Title 11, United States Code (the "Bankruptcy Code"). LFS acknowledges that if LFS, as a debtor ;T. in possession or a trustee in Bankruptcy in a case under the Bankruptcy Code, rejects the License Agreement or this Agreement, Licensee may elect to retain its rights under the License Agreement and this Agreement as provided in Section 365 (n) of the Bankruptcy code. Upon written request of Licensee to LFS or the Bankruptcy Trustee, LFS or such Bankruptcy Trustee shall not interfere with the nghts of Licenses as provided in the License Agreement and this agreement, including the tight to obtain the source material from Escrow Agent. 10. Termination and Payment. The term of this Agreement shall be concurrent with the License and Maintenance Agreements of the Licensees. However, Escrow Agent may resign and terminate this Agreement if it gives LFS written notice thereof ninety (90) days in advance. In the event of non-payment of any fees due hereunder by LFS, Escrow Agent shall give notice at such non-payment to the Licensees and LFS. In such an event, the Licensees, Within ten (10) days of receipt of notice from Escrow Agent, shall have the right to enter into an individual escrow agreement for the applicable Product(s) upon substantially the same terms as this Agreement and upon the payment of the Escrow Agent's standard charges therefore. In any event, this Agreement may not be terminated for non-payment prior to one hundred (100) days after Escrow Agent has sent notice of non-payment to Licensees. Upon such termination, all Source Code Copies, except for those necessary to maintain. the individual escrow agreements as provided for herein, shall be returned to LFS. Nothing herein shall be construed to allow the Licensee to ever use the source Code Copy in contravention of its License and far any other purpose other than to support its copy of the software 11. Verification. Upon receipt of a written request from any Licensee, Escrow Agent is hereby authorized to verify the contents of it escrow account as they axe applicable to the requesting Licensee. 12. Miscellaneous Previsions 12 1. Notices All notices and demands required or permitted under this Agreement shall be in writing and may be delivered personally to one of the persons set forth below, sent by registered or certified mail, postage prepaid, or by an overnight express service e. g. Federal Express, airborne Express, etc., to one of the persons or entities and addresses set forth below Any notice or demand mailed as aforesaid shall be deemed to have been delivered on the date of delivery or refusal, as the case may be, set forth on the return receipt. Said notices shall be delivered or addressed as follows: Mr. Edward Teefey, President; Farmer's State Bank of Mt Sterling; 129 West Main, Mt. Sterling, IL. 62353. 12.2. Severabilitv. If any provision of this Agreement or the application of such provision to any person, entity or circumstance shall be held invalid, the remainder of this Agreement or the application of such provision to persons, entities or circumstances, other than those as to which it is held invalid, shall not be affected. 12.3. Parties Bound This Agreement shall be binding upon the patties hereto, their successors, heirs, devisees, assigns, legal representatives, executors and administrators. 12.4. LFS' Right to Assign. The parties agree that LFS, with or without Escrow Agent's permission and without further consideration to the Escrow Agent, may assign its rights and obligations hereunder to a third party upon notice to Escrow Agent as provided for in paragraph 12 1. 12.5. Anolicable Law. This Agreement shall be governed by the laws of the State of Illinois. 12.6. Headings. The headings in this Agreement are inserted for convenience and identification only and are in no way intended to describe, interpret, define or limit the scope, extent or intent of this Agreement or any provision. 12.7. Final Agreement. This Agreement constitutes the complete, final and exclusive expression of the parties' agreement, and it supersedes all • • proposals and other communications made between 'the parties concerning the subject matter hereof. This Agreement cannot be modified except by written agreement signed by all the parties hereto. However, notwithstanding anything to the contrary in the previous sentence, LFS may amend Exhibit A by signing and sendingsuch amendments in the manner provided in section 12.1. IN WITNESS WHEREOF, both parties have executed this Agreement Farmer's Stat Ed Date �2w1/Co. 3 , Zo do doe Ron Kanoski V 09 car: Date d Legal F' - . oftware, Inc AP Ad M&C Review Page 1 of 2 ©Tv I Y,P LENDL2\ COUNCIL ACTION: Approved on 12/15/2015 DATE: 12/15/2015 REFERENCE NO.: **C-27555 LOG NAME: CODE: C SUBJECT: PUBLIC HEARING: Authorize Execution of an Agreement with Legal Files Software, Inc., Using a Cooperative Contract in an Amount Not to Exceed $125,000.00 for First Year Implementation Costs for a Comprehensive Case Management Software System for the City Attorney's Office (ALL COUNCIL DISTRICTS) Official site of the City of Fort Worth, Texas FORT WoRTu 12LEGAL FILES AGREEMENT TYPE: CONSENT NO RECOMIVIENDATION: It is recommended that the City Council authorize the execution of an Agreement with Legal Files Software, Inc., using Florida Department of Highway Safety and Motor Vehicles Agreement, Bid No. ITN 008-09 REBID, in an amount not to exceed $125,000.00 for first year implementation costs for a Comprehensive Case Management Software System for the City Attorney's Office. DISCUSSION: Pursuant to the City Council's direction to become more technology driven, the City Attorney's Office researched options for an integrated case file management system. A Request for Information (RFI) for a comprehensive full featured electronic file management system for the City Attorney's Office was issued on January 2, 2015. The Purchasing Division received seven responses to the RFI. A team from the Purchasing Division, IT Solutions Department and the City Attorney's Office evaluated each response. After reviewing the responses, conducting demonstrations with four of the vendors and conducting some additional research and due diligence, it was determined that Legal Files S oftware, Inc., provided the best solution for the needs of the City Attorney's Office. Legal Files Software Inc., has been providing document management services to legal offices throughout the United States and internationally since 1990. The Legal Files Case Management S oftware System will allow the organization and automation of cases, provide for a central repository for litigation documents and contracts, standardize case creation and tracking, provide deadline tracking and integrated scheduling and allow for the management of electronic discovery. The software is also fully integrated with the Microsoft Office suite and Adobe pdf files. Legal Files S oftware is a proven product and has been used by legal offices in over 40 public sector organizations, including City Attorney Offices in Arlington, Texas; Richmond, Virginia; Memphis, Tennessee; and other government legal offices such as Texas Departments of Insurance, Licensing and Regulation and Texas Commission on Environmental Quality. The City Attorney's Office had a $55,000.00 budget savings in Fiscal Year 2014 and those funds were rolled to the General Capital Projects Fund (M&C G-18390, January 6, 2015) for the purchase of software. Through the diligence of the City Attorney to limit the use of outside counsel, the department realized a savings in the Outside Counsel account of the General Fund in Fiscal Year 2015 in the amount of $70,000.00. These budget savings will fund the initial purchase of the case management system and were also moved to the General Capital Projects Fund (M&C G-18544, September 1, 2015). The purchase of this software system will enable the City Attorney's Office to optimize business processes and improve customer service. COOPERATIVE PURCHASE - State law provides that a local government purchasing an item under a Cooperative Purchasing Agreement satisfies state laws requiring that the local government seek competitive bids for purchase of the item. The Florida Department of Highway Safety and Motor http://apps.cfwnet.org/council packet/mc_review.asp?ID=21783&councildate=12/15/2015 12/16/2015 M&C Review Page 2 of 2 Vehicles Agreement, Bid No. ITN 008-09 REBID was competitively bid and authorizes use of the contract by other government entities in accordance with state law and upon agreement of the vendor. PRICE ANALYSIS - The City has no purchasing history for this type of software. Staff has reviewed and determined this pricing to be fair and reasonable. M/WBE OFFICE - A waiver of the goal for MBE/SBE subcontracting requirements was requested by the Purchasing Division and approved by the M/WBE Office, in accordance with the BDE Ordinance, because the purchase of goods or services is from sources where subcontracting or supplier opportunities are negligible. AGREEMENT TERMS - Upon City Council approval, this Agreement shall begin upon execution and expire one year from the date of execution RENEWAL OPTIONS - This Agreement may be renewed up to four additional one-year terms at the City's option. This action does not require City Council approval provided that the City Council has appropriated sufficient funds to satisfy the City's obligations during the renewal terms. Staff anticipates renewal costs for maintenance to be approximately $15,849.00 annually with an increase of up to 5 percent each year. ADMINISTRATIVE INCREASE - An administrative increase may be made up to $31,250.00 by the City Manager and does not require specific City Council approval as long as sufficient funds have been appropriated. FISCAL INFORMATION/CERTIFICATION: The Financial Management Services Director certifies that funds are available in the Current Year Capital Budget, as appropriated, of the General Capital Projects Fund. The total available budget for this project is $125,000.00. After approval of the above recommendations, there will be no available budget. TO Fund Department Account ID FROM Fund I1) 30100 Department ID 012E415 Project ID Program Activity Account Project Program Activity ID C10121 Budget Reference # Year (Chartfield 2) Budget Reference # Year (Chartfield 2) 2016 Amount l Amount $125,000.00 Submitted for Citv Manaaer's Office bv: ALL ACMs (6222) Oriainatina Department Head: Sarah Fullenwider (7606) Additional Information Contact: Maleshia Farmer (7887) ATTACHMENTS http://apps.cfwnet.org/council_packet/mc_review.asp?ID=21783&councildate=12/ 15/2015 12/16/2015