HomeMy WebLinkAboutContract 43478 e
Co SECRETARY
cog[RACT NO.
SALES CONTRACT & LICENSE AGREEMENT
This Sales Contract and License Agreement(this "Agreement`) is entered into as
of May�,2012 (the"Effective Date")by and between the following:
LICENSOR: SHAH SOFTWARE,INC.
F. O. BOX 9445
MIDLAND,TEXAS 79708-9445
(800)968-2748
(432)618-0012(facsu-ilile)
LICENSEE: City of Fort North
4200 South Freeway, Suite 2200
Fort Worth,Texas 76115
817-392-1650 (TELEHONE)
(FACSIMILE)
(ELECTRONIC MAIL)
RECrTALS
Whereas Licensor develops and markets computer software applications for
tracking clients commonly known as Client Tracking System (the "Software"), which is
more particularly described in the user manuals and other written materials created by
Licensor to describe the functionality and use of the software(the "Documentation");and
Whereas Licensee desires to acquire a license to use the software, equipment and
documentation, and Licensor desires to grant Licensee the license.
THEREFORE, for good and valuable consideration, receipt and sufficiency of
which is hereby acknowledged,the parties agree as follows:
I.DEFINITIONS
1.1. "Authorized Platform" means the computer or operating system, or both,
on which Licensee is authorized to use the software pursuant to this Agreement.
1.2. "Authorai.zed Site" means a location at which Licensee is authorized to use
the software.
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OFFi C
CITY SECRETARY o 3-^s--1 2 P 0 2 6 4 6 4 N
FTa WORTH,Tx
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1.3. "Documentation" means all user manuals and other written material
created by Licensor to describe the functionality or assist in the use of the software.
1.40 "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.
1.5. "Software" means the computer program or programs marketed and sold
as Client Tracking System as further described on the proposal attached as Exhibit A,and
the Documentation. Software includes any updates, modification, bug fixes, updates,
enhancements,or other modifications.It does not include any version of the software that
constitutes a separate product because of differences in function or features.
1.60 "Technical Support Schedule" means the description of the technical
support and maintenance provided by Licensor in connection with Licensee's use of the
software, and a schedule of the fees charged by Licensor for such support and
maintenance.
Z. 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 at the
Authorized Site 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 retails 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 reproduce,install, and render the Software operational only
on the Authorized Platform at the Authorized Site. Licensee will not modify, reverse
engineer, or decompile the Software, or create derivative works based on the Software.
Licensee will not distribute 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 to any person or make any
other commercial use of the Software. Licensee will retain all copyright and trademark
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notices on the Software and documentation and will take other necessary steps to protect
Licensor's intellectual property rights.
3.LICENSE FEES
3.1. License Fees. In consideration for the License granted to Licensee under
this Agreement,Licensee will pay Licensor a license fee of as provided in Exhibit A(the
"Purchase Price"). All amounts not paid within thirty (30) days of the date on which
payment is due will bear interest at one percent(1%).
3.2. Taxes. In add iti on to other amounts payable under this Agreement,
Licensee will pay any and all federal, state, municipal, or other taxes, duties, fees, or
withholding currently or subsequently imposed on Licensee's use of the software or the
payment of the License Fee to Licensor, other than taxes assessed against Licensoe's net
income. Such taxes, duties, fees, withholding, or other charges will be paid by Licensee
or Licensee will provide the appropriate authority with evidence of exemption from such
tax, duty, fee, withholding, or charge. If Licensor is required to pay any such tax, duty,
fee, or charge, or to withhold any amount from monies due to Licensor from Licensee
pursuant to this Agreement, Licensee will promptly reimburse Licensor any such
amounts.
4.LICENSOWS OBLIGATIONS
4.1. Deliverables. On execution of this Agreement, Licensor will begin to
develop the Software for Licensee's use and obtain all purchased hardware, licenses,etc.,
as specified in Exhibit A for Licensee's use. when Licensee's software package is
complete, Licensor will deliver the Software to Licensee in a format appropriate for the
Authorized Platform at the Authorized Site, together with the Documentation. The
expected delivery schedule is provided in Exhibit A.
4.2. Sur wort and Maintenance. For so long as Licensor offers annual support
and maintenance for the Software, Licensee annually subscribes thereto without lapse,
and Licensee pays when due all costs associated therewith as provided herein, Licensor
will provide Licensee with technical support in connection with Licensee's use of the
Software according to the attached as Exhibit B. On each anniversary of the Effective
Date of this Agreement, Licensee will pay Licensor the annual support and maintenance
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fee set forth in the attached Exhibit B, as may be increased by Licensor annually on or
after the second anniversary of the Effective Date. Such support and maintenance shall
include all Licensor's developed modifications, bug fixes, and updates for the Software.
However, Licensor has no obligation to provide Licensee with subsequent product
releases.
I TERM AND TERMINATION
5.1. Term. This Agreement, and the license granted under this Agreement,
becomes effective on the Effective Date. Unless sooner terminated as set forth in
Sections 5.2 and 5.3, below,the Agreement will continue in effect for five (S)years from
the Effective Date. This Agreement and the license shall automatically renew for
successive one (1) year periods thereafter until the earlier of(i) termination as provided
herein; (ii) the expiration of Licensor's rights in the software or (iii) the tenth (10th)
anniversary of the Effective Date.
5.2. Termination for Convenience. Licensee may terminate the Agreement at
any time and from time to time on thirty(30)days'prior written notice to Licensor.
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 15 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.
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IP
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. If termination occurs after delivery of-the Software to
Licensee and receipt of the Purchase price by Licensor, Section 2.1 will survive
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.
5.5 Payment on Termination. If Licensee terminates this Agreement pursuant
to its rights granted under Section 5.2, Licensee shall pay Licensor the following
termination fees:
a. If Licensee's termination notice is received by Licensor after the Effective
Date but before the seventh (7th) day following the Effective Date, one
percent(1 ON of the purchase Price;
b. If Licensee's termination notice is received by Licensor after the period
provided in (a) above, but before delivery, twenty percent (20%) of the
Purchase Price;
C. If Licensee's termination notice is received by Licensor after delivery,
Licensee be liable for the full Purchase Price plus any then
outstanding support and maintenance fees. Licensee shall only be liable
for support and maintenance through the date of termination.
6.WARRANTIES,DISCLAIMER,AND LEWTATIONS
6.1. Warranties. Licensor hereby warrants to Licensee that (a) 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 (b) the media
containing the Software Will be free from defects for a period of ninety (9o) 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.
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 EMPLIED, ORAL OR WRITTEN,
INCLUDING, WITHOUT LIMITATION: (a) ANY WARRANTY THAT THE
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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 Warran . In the event of any breach of the
warranty set forth in Section 6.1(b), Licensee's exclusive remedy will be for Licensor to
promptly replace defective software media. In the event of any breach of the warranty set
forth in Section 6.1(a), Licensee's exclusive remedy will be for Licensor to refund the
Purchase Price.
6.4. Third Partv 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 or terminals, and like items,
LICENSOR EXPRESSLY DISCLAIMS AND EXCLUDES ALL WARRANTIES,
EXPRESS OR ROPLIED, ORAL OR WRITTEN, INCLUDING, WrMOUT
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."
6.5 Limitation of Liabili . 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 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, CONFIDENTIALITY
7.1. Confidentially. 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 term of this Agreement,
is the valuable, confidentiai, and proprietary information of the Licensor. During the
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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. [Intentionally Omitted];
C. not use the information except as permitted under this Agreement;and
d. not disseminate, disclose, sell, publish, or otherwise make 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 party's approval;or
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
ten(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 in addition to
any other remedies that Licensor may have at law or in equity.
8.EXI?ORT CONTROLS AND RESTRICTED RIGHTS
8.1. Export Controls. The Software, the Documentation, and all underlying
information or technology may not be exported or re--exported into any country to which
the U.S. has embargoed goods, or to anyone on the U.S. Treasury Department's list of
Specially Designated Nationals or the U.S. Commerce Department's Table of Deny
Orders. Licensee will not export the Software or Documentation or any underlying
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information or technology to any facility in violation of these or other applicable laws
and regulations.Licensee represents and warrants that it is not a national or resident of,or
located in or under the control of,any country subject to such export controls.
9.GENERAL
9.1. AssiggMent. Licensee may not assign, sublicense, or transfer Licensee's
rights or delegate its obligations under this Agreement without Licensoe's prior written
consent. This Agreement will be binding on the successors and assigns of Licensee.
9.2. Entire Agreement. This Agreement, along with the Exhibits attached and
referenced in this Agreement and the executed Addendum to this Agreement, constitutes
the final and complete un&Tstanding 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,
9.3. waiver. This Agreement may not be modified or amended except in a
waiting signed by an authorized officer of each party. The failure of either patty to
enforce any provision of this Agreement will not be deemed a waiver of the provisions or
of the right of such party thereafter to enforce that or any other provision.
9.4. 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.
9.5. Intentionally Omitted.
9.6. Indepgndent Contractor. Licensor is, and at all times will be, an
independent contractor. Nothing in this Agreement will be deemed to create an
employer/employee, principallagent, joint venture or other similar relationship. Neither
party will have the authority to enter into any contracts on behalf of the other party.
9.7. Governing Law and Jurisdiction. 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.
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i
9.8. 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 WnNESS, the parties have caused this Agreement to be executed as of the
date written above.
LICENSOR: SHAH So ARE,INC.
By:
Jaga hak President
LICENSEE: CITY of FORT WORTH
By:
Name:
Title:
APPROVED AS To FORM AND
LEGALITY.-
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a
EXHIBIT A
NO. OF LICENSED USERS (Additional purchased): TEN(14)
TOTAL PURCHASE PRICE: Twenty One Thousand Dollars $21,000.40
The attached proposal initialed or signed by the parties is incorporated herein in
this Exhibit A as if set forth verbatim, however, in the event of any conflict in
provisions of the attached proposal and this Agreement, this Agreement shall
control.
{
Licensee's Initials:
a
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EXHIBIT B
TECHNICAL SUPPORT SCHEDULE
Licensor shall provide telephone support and upgrades for one(1)year from the Effective
Date,included in the Purchase Price.
Licensee shall pay an annual fee (the current rate which is $10,350.00) for each year
thereafter for technical support and maintenance.
The fee is based on 43 licenses. Additonal licenses may be subject to additional fees.
This fee schedule is firm for two (2) years beyond the initial one (1) year performance
period and shall increase (exclusive of additional licenses and related charges) not more
than five percent(5%)per year for subsequent years.
Licensee's Initials: ZV
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FORT WORTH
STAINDARD FORM ADDENDUM OF THE CITY OF FORT WORTH,TEXAS
To:
SALES CONTRACT S LICENSE AGREEMENT
I
With:
Shah Software,boo.
Notwithstanding any hopage to the contrary in the attached Agreement presented by Shah Software, tno.
VConbactoM for Ctlent Tracking Software smicee"y. the City of Fort Worth ("City') and Contractor
(caollecMmlly the''pwf ee)hereby stipulate by evidence of execution below by a representative of each party duly
authorized to bind the patties hereto,that the parties hereby agree to the fogowing:
1h.Insurance: The City Is a governmental entity under the laws of the s�ta}te of Texas and pursuant to Chapter 2259
of the Texas Code,end"Selfansurence by Goye�nlY��h Un4s,r Is self-insured and the bre Is`RIi
required to purchase Insurance.To the extent the Agreement requires the City to purchase insurare,the Cky vAll
WwVida a mien of Wt-insured status as requested by Con n.To the extent the Contractor will be providing
Te&m"y servion for the City, including but not limited to, sob are Onplementativn, data migration. hosting
se ftes,malniewce and aupport services. or any other, serAm which will require cantrackw to access to the
Citys rmbWrk, nerve+, or computers. Contractor shag maWain Teehndogy Errors S [hnis"na kwrance
coverage in an amount acceptable to the City-
2.lndernnity: To fhe extent the attached Agreement requires the City to indemnify or hold Cantractor or any third
party harmless from damages of any kind or character,,such obdigatior►s are bind6ng upon the City only to the exte*+t
per Mod bylaw.
3.Attorneys'Fen,Ponalties,and Liquidated Danagea,:To the extent the attached Agreement requkea the Cfty
to pay momneys'fees for any action conlemptated or taken,or peneibes or liquidated damages in any arnoum the
City shag not be liat*e for attorney's fees of ConbriKior or any third party.or any oter fees or penaMfts or o'tther
such obligadorm.al of which are bkxWg upon the Cry only to the extent perrnied by lair.
4L Governing Law and Venue: This Agreement and the rights and obligawns of the parties hereto shoo be
govwned by,and caonsMmd in accordance with the laws of the Linked States and the state of Texas,excluslwe of
wnfic is of laved provisions. Venue for any suit brought under this Agreement shall be in a court of competent
Jurisdifcr.in Tarrant Courtly,Texas.
S.So+vsrvign Immunity:Nothing herein constitutes s waiver of the City's sovereign immunity.To the extent this
Agreement requires the City to waive its rights or immunities as a govemrnent entity,such provisions ar►e hereby
deleted and shall have no Am or effect.
G.Non AQprcw atlon of Funds: In compliance with Ar#ide t f§5 of the Texas Constitution.4 is underswd and
agreed that an finarc4d obligations of the City hereunder are subject to the availability of funds.If suf lent funds
are not appropriated Cr became unavabble to satisfy the City's finenciaf obligations under the Agreement the City
shall have the right to terminate the Agnwwt without penalty or expense to the City whatsoever,except as to This
portions of the payments agreed upon fbr which funds have been appropriated.
T.Taxes: To rife extent&.9 attached Agreement requires the City to pay taxes of any nature.the City shag not be
liable far any taxes pursuant to the Agreennwt Upon request,the City shall prov$de Contractor with evidence or Its
tax exempt status.
8. Confldenthd lrrfomwWn: To the extent the Agreement piece8 any restnctions on the City with respw to
disclosure of-Infomation,C onbract+or u.rdersta nds and acknowledges OW;1:e City of Fort ti'Iror'th("City"a is a Cut oC
'r
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endly under the laws of the Stale of'Texas, and as such,all public documents and data, Including the attached
Agreement;held by the City are subject to disclasurs under Chapter 552 of the Texas Govemrnent Code,the Texas
Public Information Acct(the"Ac#").If the City is required to disdase 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 ortor to disclosure of such
documents. The City shall not be liable or responsible in any way for the disclosure of informatlon not dearly
marked as"Proprietary i Confidential Information"or if disc'osure is required by the Act or any other appk:able law
or court order,in the event mere Is a request for such iftrmation,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 t!*C:ty,but by the Office of the At*mey General of the State of Texas,or by a court of
competent urlsdiction. To the extent the City provides infotmatlan to the Contracior, Contractor stall store and
maintain City Wbrmation in a secure;canner and shall not allow unsutharized users to access, modify,delete or
otherwise corrupt City Information in any way.Contractor shall no*the City immediately if the security or Integrity
of any City lnforrnador.has been compromised or'.s believed to have been compromised. The pars agree that
Confidenftiai Information shali not include information that is requVed to be disclosed pursuant to applicable law,rule.'
regulation or court order.
lo
•
10.Force Majeure:To the extent the attached Agreerrwnt purports to release a party from fits obligations under the
Agreement due to;auses beyond Its reasonable cones(force majeure),including,but not limited to,=nplianc:e
with any government law,wdinsrce or regulation'acts of God,acts of the public enemy,fires,strikes, lockouts}
natural disasters,wars.riots,material or labor reatrlGtlons by any governmental sufhority,transportation poems
srxUor any other similar causes.such provision shall apply equally to both parties.
11,Dispute Resolutbn:To lNe extent the attached Agr►eemnt Bets forth a dispute resolution procedure,such
provision shall only apply to the City*as set forth herein In this Addendum.In the errant of a dispute,the parties may
first submit the dispute for non-oinding mediation in Tarrant County,Texas_The mediator shag be agreed to by the
parbes.Each party shall be liable for As own expenses,including attomyos fees:however,the parties shall share
egLislly in the cost$ of the mediation. In the event mediation is r~ot successful, the dispute may, upon written
consent of bats'.pa6es.be submited fvr bindang erb.°tration In accordance with the rules of the Amed an Arbitration
Association. Each parry shah be Barrie for Its own expenses.Including atterney's fees;however.the parties shall
share equally bri the costs of the asbitratioh. In no event shall the City be regjimd to submit a dispute to binding
rnedWUcn or arbitration without We City's prior writteen consent.
12.Assignment: To the extent the Agreement authorizes assignment of rights,duties and obttgaWns of ether
party, such assignmant shall only be valid upon the express written consent of both parties. Any ek#empted
aosignment in violation of N* s prcrrision shall be null and vapid.
13.Confficting Terms: if any ptovis.ons herein cWlrc;rlA h the terms of the attached Agreement,tM terms t;arein
shag control.
[Signatures°age Follows)
ift
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ACCEPTED AND AGREED:
CITY OF FORT WORTH: SHAH SOF ARE, INC.
By: By:
Nam JAGAT SHAH
stant City Manager PRESIDENT .
Date: S q„Qa FO���a Date: 1�^y_ u
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By: a
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City S cret �a�P0 oaa 5 0 0
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APPROVED AS TO FORM AND LEGALITY: CONTRACT AUTHORIZATION:
M&C:
By:
Maleshi B. Farmer Date Approved: �M&C REQUIRED
Assistant City Attorney F
CP W/[Insert Name of Contactor]Addendum
Page 3 of 3 OFFICIAL RECORD
CITY SECRETARY
FT.WORTH,TX