HomeMy WebLinkAboutSoftware License Agreement & First Addendum to Agreement - The Housing Partnership Network Inc - HUD Client Management System1316 COUNTY-Crry BUILDING
227 w,JEFFERSON BOULEVARD
Soo rni BEND. INMANA 46601-1930
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CITY • : SOUTH BEND PETE BUTTIGIEG, MAYOR
BOARD RDPUBLIC WORKS
June 25, 2019
Paul Downing
The Housing Partnership Network, Inc.
1 Washington Mall, 12th Floor
Boston, MA 02108
PHONE 574/ 235-9251
FAx 574/235-9171
RE: Software License Agreement and First Addendum to Software License Agreement
Dear Mr. Downing:
The Board of Public Works, at its meeting held on June 25, 2019, approved the above
referenced agreement to replace the current HUD Client Management System retiring on
October 31, 2019, and the addendum to Section 6 regarding confidential information, in the
amount of $900, annually for two (2) years.
Enclosed please find the original of the agreement and addendum for your signature. Please
sign and return the originals to our office and retain a copy for your records.
If you have any further questions regarding this matter, please call this office at (574) 235-
9251.
Sincerely,
Linda M. Martin, Clerk
Enclosure
GARY A. GILOT GENEVIEVE E. MILLER ELIZABETH A. MARADIK LAURA L. O'SULLIVAN THERESE J. DORAU
FIRST ADDENDUM TO
SOFTWARE LICENSE AGREEMENT
THIS FIRST ADDENDUM (this "Addendum") is made and entered into this 111h day of
June 2019, by and between THE HOUSING PARTNERSHIP NETWORK, INC., a
Massachusetts nonprofit corporation with its principal place of business located at 1 Washington
Mall, 12 Floor, Boston, MA 02108 (the "Licensor"), and CITY OF SOUTH BEND, INDIANA,
an Indiana municipal corporation, acting by and through its Board of Public Works, with an
address of 227 W. Jefferson Blvd., South Bend, IN 46601 (the "Licensee").
RECITALS
WHEREAS, Licensor and Licensee entered into a Software License Agreement (the
"Agreement") concurrent with this Addendum; and
WHEREAS, the parties hereto desire to modify the Agreement as set forth herein.
NOW THEREFORE, the parties mutually agree as follows:
1. Section 6 of the Agreement is deleted in its entirety and replaced with the following:
Confidential Information. From time to time during the Term, Licensor may
disclose or make available to Licensee information about its business affairs,
products, confidential intellectual property, trade secrets, third -party
confidential information, and other sensitive or proprietary information that
is marked, designated or otherwise identified as "confidential" (collectively,
"Confidential Information"). Confidential Information does not include
information that, at the time of disclosure is: (a) in the public domain; (b)
known to Licensee at the time of disclosure; (c) rightfully obtained by
Licensee on a non -confidential basis from a third party; or (d) independently
developed by Licensee. Licensee shall not disclose Licensor's Confidential
Information to any person or entity, except to Licensee's employees who
have a need to know the Confidential Information for Licensee to exercise its
rights or perform its obligations hereunder. Notwithstanding the foregoing,
Licensee may disclose Confidential Information to the limited extent required
in order to comply with the order of a court or other governmental body, or
as otherwise necessary to comply with applicable law. On the expiration or
termination of the Agreement, Licensee shall promptly return to Licensor all
copies, whether in written, electronic, or other form or media, of Licensor's
Confidential Information, or destroy all such copies and certify in writing to
Licensor that such Confidential Information has been destroyed. Licensee's
obligations of non -disclosure with regard to Confidential Information are
effective as of the Effective Date and will expire five (5) years from the date
first disclosed to Licensee; provided, however, with respect to any
Confidential Information that constitutes a trade secret (as determined under
applicable law), such obligations of nondisclosure will survive the
termination or expiration of this Agreement for as long as such Confidential
Information remains subject to trade secret protection under applicable law.
2. Section 10 of the Agreement is deleted in its entirety and replaced with the
following:
Limitations of LiabilWITH THE EXCEPTION OF THE
INTENTIONAL OR NEGLIGENT ACTS OR OMISSONS OF LICENSOR,
LICENSOR SHALL NOT BE LIABLE UNDER OR IN CONNECTION
WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE
THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING
NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (a)
CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY,
SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (b) INCREASED
COSTS, DIMINUTION IN VALUE OR LOST BUSINESS,
PRODUCTION, REVENUES, OR PROFITS; (c) LOSS OF GOODWILL
OR REPUTATION; (d) USE, INABILITY TO USE, LOSS,
INTERRUPTION, DELAY OR RECOVERY OF ANY DATA, OR
BREACH OF DATA OR SYSTEM SECURITY; OR (e) COST OF
REPLACEMENT GOODS OR SERVICES, IN EACH CASE
REGARDLESS OF WHETHER LICENSOR WAS ADVISED OF THE
POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES
OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT
WILL LICENSOR'S AGGREGATE LIABILITY ARISING OUT OF OR
RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR
EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT
(INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE
EXCEED ONE TIME THE TOTAL AMOUNTS PAID TO LICENSOR
UNDER THIS AGREEMENT IN THE TWELVE-MONTH PERIOD
PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
3. Capitalized terms used in this Addendum will have the meanings set forth in the
Agreement unless otherwise stated herein.
4. The parties agree that all other terms and conditions as set forth in the Agreement
shall remain in full force and effect.
Signature Page Follows
IN WITNESS WHEREOF, the Parties hereto have caused this Addendum to be executed as of
the day and year first above written.
CITY OF SOUTH BEND, INDIANA, THE HOUSING PARTNERSHIP
by and through its Board of Public Works NETWORK, INC.
Gary A. Gilot, President Signature
.....................
Therese J. 'l r •att, enter Printed Name and Title
E i7;(z �etli A. Mar tdik, Member
Genevieve E. Miller, Member
Laura O'Sullivan, Member
ATTEST:
ai Ada M. Martin, `le&
Software License Agreement
This Software License Agreement (this "Agreement"), effective as of July 1 , 20 19 (the "Effective
Date"), is by and between THE HOUSING PARTNERSHIP NETWORK, INC., a Massachusetts nonprofit
corporation with its principal place of business located at 1 Washington Mall, 12th Floor, Boston, MA 02108
("Licensor") and The City of South Bend a
Indiana City Government
with offices located at 227 W. Jefferson Blvd. 14S South Bend, Indiana 46601 ("Licensee"). Licensor and Licensee
may be referred to herein collectively as the "Parties" or individually as a "Party."
WHEREAS, Licensor desires to license the Software described in Exhibit A attached hereto to Licensee; and
WHEREAS, Licensee desires to obtain a license to use the Software via Salesforce.com ("Salesforce") for its
internal business purposes, subject to the terms and conditions of this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions set forth herein, and for
other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the
Parties agree as follows:
1. Definitions.
(a) "Action" means any claim, action, cause of action, demand, lawsuit, arbitration, inquiry, audit, notice of
violation, proceeding, litigation, citation, summons, subpoena or investigation of any nature, civil, criminal,
administrative, regulatory, or other, whether at law, in equity, or otherwise.
(b) "Authorized User" means an employee or contractor of Licensee who Licensee permits to access and use
the Software and/or Documentation pursuant to Licensee's license hereunder.
(c) "Documentation" means Licensor's user manuals, handbooks, and/or installation guides relating to the
Software provided by Licensor to Licensee either electronically or in hard copy form/end user
documentation relating to the Software.
(d) "Fannie Mae" means the Federal National Mortgage Association.
(e) "Intellectual Property Rights" means any and all registered and unregistered rights granted, applied for,
or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret,
database protection, or other intellectual property rights laws, and all similar or equivalent rights or forms
of protection, in any part of the world.
(f) "Nonpublic Personal Information" means personally identifying information, or other information,
disclosed by Licensee or any Authorized User, or which Licensor or Salesforce acquires, accesses, or
derives in connection with Licensee's use of the Software and Documentation, that either individually or
when combined with other information, could be used to derive information specific to a particular
individual, such as that individual's identity, social security number, driver's license number, telephone
number, credit or debit card number, address, e-mail address, account information, payroll information,
financial information, health information (including, but not limited to, "Protected Health Information," or
"PHI," as defined under HIPAA), employee identification number, criminal or employment history, place
of birth, mother's maiden name, biometric records, or other factors specific to that individual's physical,
mental, economic, financial, or cultural identity.
(g) "Permitted Use" means the use of the Software by an Authorized User for the purpose as outlined in
Exhibit A.
(h) "Referred Housing Professionals" means the mortgage counselors, lenders, and brokers who have been
registered users of Fannie Mae's Home Counselor Online software ("HCO") referred by Fannie Mae to
Licensor.
(i) "Software" means the product described in Exhibit A in object code format, including any Updates
provided to Licensee pursuant to this Agreement.
(j) "Third -Party Products and Systems" means any third -party products and/or systems described in Exhibit
A provided with or incorporated into the Software, or for which appropriate interfaces have been developed
with the Software, including without limitation any open source software available under the GNU Affero
General Public License (AGPL), GNU General Public License (GPL), GNU Lesser General Public License
(LGPL), Mozilla Public License (MPL), Apache License, BSD licenses, or any other license that is
approved by the Open Source Initiative.
(k) "Updates" means any updates, bug fixes, patches, or other error corrections to the Software that Licensor
generally makes available free of charge to all licensees of the Software.
(1) "Usage Reports" means reports generated by or about the Software concerning the use of the platform
(such as number of users, number of cases, number of pre -purchase cases, number of foreclosure prevention
cases) and aggregate data regarding clients of Referred Housing Professionals, such as average credit scores
at intake and average income.
2. License.
(a) License (3mnt. Subject to and conditioned on Licensee's payment of Fees and compliance with all other
terms and conditions of this Agreement, Licensor hereby grants Licensee a non-exclusive, non-
sublicenseable, and non -transferable (except in compliance with Section 12(g)) license during the Term for
installation of the Software in the Licensee's Salesforce platform, the virtual space provided to individual
customers of Salesforce that includes the customer's unique data and applications (the "Salesforce
Instance") for use solely for Licensee's internal business purposes up to the number of Authorized Users
set forth in Exhibit A. Licensee shall not make any copies of the Software or Documentation.
(b) Use Restrictions. Licensee shall not use the Software or Documentation for any purposes beyond the scope
of the license granted in this Agreement. Without limiting the foregoing and except as otherwise expressly
set forth in this Agreement, Licensee shall not at any time, directly or indirectly: (i) copy, modify, correct,
adopt, translate, enhance, improve or create derivative works of the Software or the Documentation, in
whole or in part; (ii) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make
available the Software or the Documentation; (iii) reverse engineer, disassemble, decompile, decode, adapt,
or otherwise attempt to derive or gain access to the source code of the Software, in whole or in part; (iv)
bypass or breach any security device or protection used for or contained in the Software or Documentation;
(v) remove, delete, efface, alter, obscure, translate, combine, supplement or otherwise change any
proprietary notices, trademarks, symbols, or serial notices on or relating to the Software or the
Documentation; (vi) use the Software in any manner or for any purpose that infringes, misappropriates, or
otherwise violates any intellectual property right or other right of any person, or that violates any applicable
law; (vii) use the Software for purposes of (a) benchmarking or competitive analysis of the Software; (b)
developing, using, or providing a competing software product or services; or (c) any other purpose that is
to Licensor's detriment or commercial disadvantage; (viii) use the Software or Documentation other than
for the Permitted Use or in any manner or for any purpose or application not expressly permitted by this
Agreement; (ix) impersonate another licensee or authorized user of the Software or provide false identity
information to gain access to or use the Software or Documentation; (x) use any OpenSource
Components in any manner or for any purpose not expressly permitted by the controlling OpenSource
License; or (xi) use any version other than the most current version of the Software or Documentation
delivered to Licensee. Notwithstanding the foregoing, Licensee shall be permitted to personalize the
Software to the extent the Salesforce Instance allows, such as the addition of fields and modification of
picklists. Without limiting any other rights of Licensor set forth in this Agreement, in the event Licensee
breaches subsection 2(b)(xi) above, Licensor shall have the right to immediately rescind Licensee's and
each Authorized Users' access to the Soilware and Documentation (it being understood that such access 2
shall only be restored upon Licensee taping all necessary steps to upgrade to the curresit version of the
Software and Documentation).
Whether or not permitted by this Agreement, all modifications to the Software or Documentation made by
Licensee or by any third party acting under or on behalf of Licensee (a "Modification") (i) shall be Licensor's
exclusive property, (ii) are subject to the terms and conditions of this Agreement, and (iii) must include all
copyright or other proprietary rights notices contained in the original, unmodified version of the Software.
Licensee shall provide Licensor with written notice of any such Modifications promptly upon the creation
thereof, such notice including sufficient description of the Modification so as to enable Licensor to
incorporate the Modification into the Software and/or Documentation, as applicable. Licensee shall
execute all documents, and perform such other and further acts, as Licensor may reasonably request from time
to time to ensure that all right, title, and interest in and to the Modifications shall be owned by Licensor.
Licensee agrees and acknowledges that Licensor shall have no liability whatsoever to Licensee or any third
party for any malfunctions, inadequacies, nonperformance, or other difficulties of the Software and/or
Documentation resulting from or arising out of any Modification, and Licensor hereby disclaims any and all
warranties, whether express or implied, relating to any Modification (as further set forth in Sections 8 and 9
below). Licensor shall not be responsible for any failure or noncompliance relating to reporting
requirements of the United States Department of Housing and Urban Development ("HUD") resulting from or
arising out of the Software, Documentation, or any Modification.
(c) l Oeagiion or lights,. Licensor reserves all rights not expressly granted to Licensee in this Agreement.
Except for the limited rights and licenses expressly granted under this Agreement, nothing in this
Agreement grants, by implication, waiver, estoppel, or otherwise, to Licensee or any third party any
intellectual property rights or other right, title, or interest in or to the Software.
(d) Del v ! . The Software shall be accessible online via Salesforce within five (5) business days following the
Effective Date, and shall not be delivered to Licensee by any other means.
3. Licensee ltesoonsibililies.
(a) General. Licensee is responsible and liable for all uses of the Software and Documentation resulting from
access provided by Licensee, directly or indirectly, whether such access or use is permitted by or in violation
of this Agreement. Without limiting the generality of the foregoing, Licensee is responsible for all acts and
omissions of Authorized Users, and any act or omission by an Authorized User that would constitute a
breach of this Agreement if taken by Licensee will be deemed a breach of this Agreement by Licensee.
Licensee shall take reasonable efforts to make all Authorized Users aware of this Agreement's provisions
as applicable to such Authorized User's use of the Software, and shall cause Authorized Users to comply
with such provisions.
(b) Can Source. The Software may contain certain open source software identified on Exhibit A, if any.
Licensee understands and acknowledges that such open source software, if any, is not licensed to Licensee
pursuant to the provisions of this Agreement and that this Agreement may not be construed to grant any
such right and/or license. Licensee shall have only such rights and/or licenses, if any, to use the open source
software as set forth in the licenses referenced in Exhibit A.
(c) C"hird-Nearly Products and Systems. Licensor may distribute or integrate certain Third -Party Products and
Systems with the Software. In order to access certain Third -Party Products and Systems, Licensee may be
required to enter into license agreements with the third -party licensors of such Third -Party Products and
Systems. For purposes of this Agreement, such Third -Party Products and Systems are subject to their own
license terms and the applicable flow -through provisions referred to in Exhibit A. If Licensee does not
agree to abide by the applicable terms for such Third -Party Product and System, then Licensee shall not
install or use the Software.
4. Su 7 port and Training.
(a) Support. Licensor shall provide Licensee with the support services described on Exhibit A, if any,
for one (1) year following the Effective Date and thereafter during each Renewal Term. Additional
support services may be available for an additional fee.
(b) Train n.g. Licensor shall provide Licensee with the training services described on Exhibit A, if any,
for one (1) year following the Effective Date and thereafter during each Renewal Term. Additional
training services may be available for an additional fee.
(c) Data Migration. Licensor shall assist Licensee with the migration of certain Licensee client data to
the Software, as reasonably necessary to onboard Licensee's Authorized Users, subject to payment by
Licensee of the data migration fee set forth in Exhibit A, if any.
5. Dees and [!Unj i)t.
(a) Fees. Licensee shall pay Licensor the fees ("Fees") set forth in Exhibit A without offset or deduction.
Licensee shall make all payments hereunder in US dollars on or before the due date set forth in Exhibit A.
If Licensee fails to make any payment when due, in addition to all other remedies that may be available: (i)
Licensor may charge interest on the past due amount at the rate of 1.5% per month calculated daily and
compounded monthly or, if lower, the highest rate permitted under applicable law; and (ii) Licensee shall
reimburse Licensor for all costs incurred by Licensor in collecting any late payments or interest, including
reasonable attorneys' fees, court costs, and collection agency fees; and (iii) if such failure continues for
ninety (90) days following written notice thereof, Licensor may prohibit access to the Software until all
past due amounts and interest thereon have been paid, without incurring any obligation or liability to
Licensee or any other person by reason of such prohibition of access to the Software.
(b) Taxes. All Fees and other amounts payable by Licensee under this Agreement are exclusive of taxes and
similar assessments. Licensee is responsible for all sales, use, and excise taxes, and any other similar taxes,
duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority
on any amounts payable by Licensee hereunder, other than any taxes imposed on Licensor's income.
(c) Auditing Rights bhts and Recwired Records. Licensee agrees to maintain complete and accurate records in
accordance with generally accepted accounting principles during the Term and for a period of two (2) years
after the termination or expiration of this Agreement with respect to matters necessary for accurately
determining amounts due hereunder. Licensor may, at its own expense, on reasonable prior notice,
periodically inspect and audit Licensee's records with respect to matters covered by this Agreement,
provided that if such inspection and audit reveals that Licensee has underpaid Licensor with respect to any
amounts due and payable during the Term, Licensee shall promptly pay the amounts necessary to rectify
such underpayment, together with interest in accordance with Section 5(a). Licensee shall pay for the costs
of the audit if the audit determines that Licensee's underpayment equals or exceeds five percent (5%) for
any quarter. Such inspection and auditing rights will extend throughout the Term of this Agreement and
continue for a period of two (2) years after the termination or expiration of this Agreement.
6 Confidential Information. From time to time during the Term, Licensor may disclose or make available to
Licensee information about its business affairs, products, confidential intellectual property, trade secrets,
third -party confidential information, and other sensitive or proprietary information that is marked, designated
or otherwise identified as "confidential" (collectively, "Confidential Information"). Confidential
Information does not include information that, at the time of disclosure is: (a) in the public domain; (b) known
to Licensee at the time of disclosure; (c) rightfully obtained by Licensee on a non -confidential basis from a
third party; or (d) independently developed by Licensee. Licensee shall not disclose Licensor's Confidential
Information to any person or entity, except to Licensee's employees who have a need to know the
Confidential Information for Licensee to exercise its rights or perform its obligations hereunder.
Notwithstanding the foregoing, Licensee may disclose Confidential Information to the limited extent required
in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply
with applicable law, provided that Licensee, making the disclosure pursuant to the order, shall first have given
written notice to Licensor and made a reasonable effort to obtain a protective order. On the expiration or
termination of the Agreement, Licensee shall promptly return to Licensor all copies, whether in written,
electronic, or other form or media, of Licensor's Confidential Information, or destroy all such copies and
certify in writing to Licensor that such Confidential Information has been destroyed. Licensee's obligations of
4
non -disclosure with regard to Confidential Information are effective as of the Effective Date and will expire
five (5) years from the date first disclosed to Licensee; provided, however, with respect to any Confidential
Information that constitutes a trade secret (as determined under applicable law), such obligations of non-
disclosure will survive the termination or expiration of this Agreement for as long as such Confidential
Information remains subject to trade secret protection under applicable law.
7. Intellectual Proncllv Ownershin. Feedback.
(a) fwwnership. Licensee acknowledges that, as between Licensee and Licensor, Licensor owns all right,
title, and interest, including all intellectual property rights, in and to the Software, Documentation and
any and all Modifications, and, with respect to Third -Party Products and Systems, the applicable third -
party licensors own all right, title and interest, including all intellectual property rights, in and to the
Third -Party Products and Systems.
(b) Ass 'wr Li nt. Licensee hereby unconditionally and irrevocably assigns to Licensor its entire right, title
and interest in and to any Intellectual Property Rights the Licensee may now or hereafter have in or
relating to the Software or Documentation (including any rights in derivative works or patent
improvements relating to either of them), whether held or acquired by operation of law, contract,
assignment or otherwise.
(c) Cooperation. Licensee shall, during the Term:
(i) take all commercially reasonable measures to safeguard the Software and Documentation from
infringement, theft, misuse and unauthorized access;
(ii) at Licensor's expense, take all such steps its Licensor may reasonably require to assist Licensor in
maintaining the validity, enforceability and Licensor's ownership of the Intellectual Property rights
in the Software and Documentation.
(iii) promptly notify Licensor in writing if Licensee becomes aware of (i) any actual or suspected
infringement, misappropriation or other violation of Licensor's Intellectual Property Rights in or
relating to the Software or Documentation; (ii) any actual or suspected unauthorized use of any
password or account of any Authorized User; or (iii) any claim that the Software or Documentation,
including any production, use, marketing, sale or other disposition of the Software or
Documentation, in whole or in part, infringes, misappropriates or otherwise violates the Intellectual
Property Rights or other rights of any person or entity; and
(iv) fully cooperate with and assist Licensor in all reasonable ways in the conduct of any Action by
Licensor to prevent or abate any actual or threatened infringement, misappropriation or violation
of Licensor's rights in, and to attempt to resolve any Actions relating to Software or
Documentation, including having Licensee's employees testify when requested and making
available for discovery or trail relevant records, papers, information, samples, specimens and the
like.
(d) 19c� Imlali dLji lns. Except for the limited rights and licenses expressly granted under this Agreement,
nothing in this Agreement grants, by implication, waiver, estoppel or otherwise, to Licensee or any third
party any Intellectual Property Rights or other right, title or interest in or to any of the Software or
Documentation.
(e) Feedback. If Licensee or any of its employees or contractors sends or transmits any communications or
materials to Licensor by mail, email, telephone, or otherwise, suggesting or recommending changes to
the Software or Documentation, including without limitation, new features or functionality relating
thereto, or any comments, questions, suggestions, or the like ("Feedback"), Licensor is free to use such
Feedback irrespective of any other obligation or limitation between the Parties governing such Feedback.
Licensee hereby assigns to Licensor on Licensee's behalf, and on behalf of its employees, contractors
and/or agents, all right, title, and interest in, and Licensor is free to use, without any attribution or
compensation to any party, any ideas, know-how, concepts, techniques, or other intellectual property
rights contained in the Feedback, for any purpose whatsoever, although Licensor is not required to use
any Feedback.
8. Warranty Dmsclainmer. THE SOFTWARE AND DOCUMENTATION ARE PROVIDED "AS IS" AND
LICENSOR HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED,
STATUTORY, OR OTHERWISE. LICENSOR SPECIFICALLY DISCLAIMS ALL IMPLIED
WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND
NON -INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE,
OR TRADE PRACTICE. LICENSOR MAKES NO WARRANTY OF ANY KIND THAT THE
SOFTWARE AND DOCUMENTATION, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF,
WILL MEET LICENSEE'S OR ANY OTHER PERSON'S REQUIREMENTS, OPERATE WITHOUT
INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY
SOFTWARE, SYSTEM OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF
HARMFUL CODE, OR ERROR FREE.
9. Indemnification.
(a) Licensor Indemnification
(i) Licensor shall indemnify, defend, and hold harmless Licensee from and against any and all losses,
damages, liabilities, costs (including reasonable attorneys' fees) ("Losses") incurred by Licensee
resulting from any third -party claim, suit, action, or proceeding ("Third -Party Claim") that the
Software or Documentation, or any use of the Software or Documentation in accordance with this
Agreement, infringes or misappropriates such third party's US patents, copyrights, or trade secrets,
provided that Licensee promptly notifies Licensor in writing of the claim, cooperates with Licensor,
and allows Licensor sole authority to control the defense and settlement of such claim.
(ii) If such a claim is made or appears possible, Licensee agrees to permit Licensor, at Licensor's sole
discretion, to (A) modify or replace the Software or Documentation, or component or part thereof,
to make it non -infringing, or (0) obtain the right for Licensee to continue use. If Licensor
determines that none of these alternatives is reasonably available, Licensor may terminate this
Agreement, in its entirety or with respect to the affected component or part, effective immediately
on written notice to Licensee.
(iii) This Section 9(a) will not apply to the extent that the alleged infringement arises from: (A) use of
the Software in combination with data, software, hardware, equipment, or technology not provided
by Licensor or authorized by Licensor in writing; (B) modifications to the Software not made by
Licensor; (C) use of any version other than the most current version of the Software or
Documentation delivered to Licensee; (D) Third -Party Products or Systems; (E) events or
circumstances outside of Licensor's commercially reasonable control; (F) breach of this
Agreement, (G) use of the Software or Documentation in a manner not authorized or contemplated
by this Agreement; or (H) Licensee's negligence or willful misconduct.
(b) Licensee Indemnification. Licensee shall indemnify, hold harmless, and, at Licensor's option, defend
Licensor from and against any Losses resulting from any Third -Party Claim based on Licensee's, or any
Authorized User's: (i) breach of this Agreement, (ii) failure to use any Third -Party Product or System in
compliance with the terms of the licenses and agreements governing such Third -Party Product or System,
(iii) negligence or willful misconduct; (iv) use of the Software or Documentation in a manner not
authorized or contemplated by this Agreement; (v) use of the Software in combination with data,
software, hardware, equipment or technology not provided by Licensor or authorized by Licensor in
writing; (vi) Modifications or any modifications to the Software not made by Licensor; or (vii) use of any
version other than the most current version of the Software or Documentation delivered to Licensee,
provided that Licensee may not settle any Third -Party Claim against Licensor unless Licensor consents
to such settlement, and further provided that Licensor will have the right, at its option, to defend itself
against any such Third -Party Claim or to participate in the defense thereof by counsel of its own choice.
Licensee shall further indemnify, hold harmless, and, at Licensor's option, defend Licensor from and
against any and all Losses arising from or relating to any act or omission by Licensee or any Authorized
User or the use of any interface between the Software and any Fannie Mae product or system (including
without limitation the transmittal of data through such interface) that results in enforcement by Fannie
Mae against Licensor.
(c) dole Remedy. THIS SECTION 9 SETS FORTH LICENSEE'S SOLE REMEDIES AND LICENSOR'S
SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED
CLAIMS THAT THE SOFTWARE OR DOCUMENTATION INFRINGES, MISAPPROPRIATES, OR
OTHERWISE VIOLATES ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY.
IN NO EVENT WILL LICENSOR' S LIABILITY UNDER THIS SECTION 9 EXCEED THE LICENSE
FEES PAID TO LICENSOR DURING THE TWELVE-MONTH PERIOD PRIOR TO THE DATE ON
WHICH THE THIRD -PARTY CLAIM WAS BROUGHT.
10. Limitations of Liability. IN NO EVENT WILL LICENSOR BE LIABLE UNDER OR IN CONNECTION
WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH
OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR
ANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR
PUNITIVE DAMAGES; (b) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS,
PRODUCTION, REVENUES, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) USE,
INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY DATA, OR BREACH
OF DATA OR SYSTEM SECURITY; OR (e) COST OF REPLACEMENT GOODS OR SERVICES, IN
EACH CASE REGARDLESS OF WHETHER LICENSOR WAS ADVISED OF THE POSSIBILITY OF
SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE
FORESEEABLE. IN NO EVENT WILL LICENSER'S AGGREGATE LIABILITY ARISING OUT OF OR
RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING
BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND
OTHERWISE EXCEED ONE TIME THE TOTAL AMOUNTS PAID TO LICENSOR UNDER THIS
AGREEMENT IN THE TWELVE-MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE
CLAIM.
11. Term and Termination.
(a) Term. The initial term of this Agreement begins on the Effective Date and, unless terminated earlier
pursuant to any of the Agreement's express provisions, will continue in effect until one (1) year from
such date (the "Initial Term"). This Agreement will automatically renew for up to five (5) additional
successive one (1) year terms unless earlier terminated pursuant to this Agreement's express provisions
or either Party gives the other Party written notice of non -renewal at least sixty (60) days prior to the
expiration of the then -current term (each a "Renewal Term" and together with the Initial Term, the
"Term").
(b) Termination. In addition to any other express termination right set forth in this Agreement:
(i) Licensor may terminate this Agreement, effective on written notice to Licensee, if Licensee: (A)
fails to pay any amount when due hereunder, and such failure continues more than ninety (90) days
after Licensor's delivery of written notice thereof; or (B) breaches any of its obligations under
Section 2(b) or Section 6;
(ii) either Party may terminate this Agreement, effective on written notice to the other Party, if the
other Party materially breaches this Agreement, and such breach: (A) is incapable of cure; or (B)
being capable of cure, remains uncured 30 days after the non -breaching Party provides the
breaching Party with written notice of such breach; or
(iii) either Party may terminate this Agreement, effective immediately upon written notice to the other
Party, if the other Party: (A) becomes insolvent or is generally unable to pay, or fails to pay, its
debts as they become due; (B) files or has fled against it, a petition for voluntary or involuntary
bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any
domestic or foreign bankruptcy or insolvency law; (C) makes or seeks to make a general assignment
for the benefit of its creditors; or (D) applies for or has appointed a receiver, trustee, custodian, or
similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any
material portion of its property or business.
(c) 1:1"lect of 1°"awppr�•at%on or Term i�nation. Upon expiration or earlier termination of this Agreement, the license
granted hereunder will also terminate, and, without limiting Licensee's obligations under Section 6,
Licensee shall cease using the Software and shall delete, destroy, or return all copies of the
Documentation, and certify in writing to the Licensor that the Documentation has been deleted or
destroyed. No expiration or termination will affect Licensee's obligation to pay all Fees that may have
become due before such expiration or termination, or entitle Licensee to any refund.
(d) Survival. This Section 11(d) and Sections 1, 5, 6, 7, 8, 9, 10, 12, 13, 14 and 15 survive any termination
or expiration of this Agreement. No other provisions of this Agreement survive the expiration or earlier
termination of this Agreement.
12. Miscellaneous.
(a) Entire Agreement. This Agreement, together with any other documents incorporated herein by reference
and all related Exhibits, constitutes the sole and entire agreement of the Parties with respect to the subject
matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, and
representations and warranties, both written and oral, with respect to such subject matter. In the event of
any inconsistency between the statements made in the body of this Agreement, the related Exhibits, and
any other documents incorporated herein by reference, the following order of precedence governs: (a)
first, this Agreement, excluding its Exhibits; (b) second, the Exhibits to this Agreement as of the Effective
Date; and (c) third, any other documents incorporated herein by reference.
(b) Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder
(each, a "Notice") must be in writing and addressed to the Parties at the addresses set forth on the first
page of this Agreement (or to such other address that may be designated by the Party giving Notice from
time to time in accordance with this Section). All Notices must be delivered by personal delivery,
nationally recognized overnight courier (with all fees pre -paid), facsimile, or email (with confirmation of
transmission) or certified or registered mail (in each case, return receipt requested, postage pre -paid).
Notice shall be deemed delivered one (1) business day after being sent by personal delivery, nationally
recognized overnight courier, facsimile or email in accordance with this Agreement, and three (3)
business days after being sent by certified mail or registered mail in accordance with this Section.
(c) Force Maleure. In no event shall either Party be liable to the other Party, or be deemed to have breached
this Agreement, for any failure or delay in performing its obligations under this Agreement, (except for
any obligations to make payments), if and to the extent such failure or delay is caused by any
circumstances beyond such Party's reasonable control, including but not limited to acts of God, flood,
fire, earthquake, explosion, war, terrorism, invasion, riot or other civil unrest, strikes, labor stoppages or
slowdowns or other industrial disturbances, or passage of law or any action taken by a governmental or
public authority, including imposing an embargo.
(d) amendment andMod ifJ at1o11;Mtdty r. No amendment to or modification of this Agreement is effective
unless it is in writing and signed by an authorized representative of each Party. No waiver by any Party
of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the
Party so waiving. Except as otherwise set forth in this Agreement, (i) no failure to exercise, or delay in
exercising, any rights, remedy, power, or privilege arising from this Agreement will operate or be
construed as a waiver thereof, and (ii) no single or partial exercise of any right, remedy, power, or
privilege hereunder will preclude any other or further exercise thereof or the exercise of any other right,
remedy, power, or privilege.
(e) Severabili'ly. If any provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction,
such invalidity, illegality, or unenforceability will not affect any other term or provision of this
Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon
such determination that any term or other provision is invalid, illegal, or unenforceable, the Parties hereto
shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as
closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby
be consummated as originally contemplated to the greatest extent possible.
(f) 4:l�ovei�nin law ak nlissipp to 3 ur usclict`uptt. This Agreement is governed by and construed in accordance
with the internal laws of the Commonwealth of Massachusetts without giving effect to any choice or
conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction
other than those of the Commonwealth of Massachusetts. Any legal suit, action, or proceeding arising
out of or related to this Agreement or the licenses granted hereunder will be instituted exclusively in the
federal courts of the United States or the courts of the Commonwealth of Massachusetts in each case
located in the city of Boston and County of Suffolk, and each Party irrevocably submits to the exclusive
jurisdiction of such courts in any such suit, action, or proceeding.
(g) Assi nment:. Licensee may not assign or transfer any of its rights or delegate any of its obligations
hereunder, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without the
prior written consent of Licensor, which consent shall not be unreasonably withheld, conditioned, or
delayed. Any purported assignment, transfer, or delegation in violation of this Section is null and void.
No assignment, transfer, or delegation will relieve the assigning or delegating Party of any of its
obligations hereunder. This Agreement is binding upon and inures to the benefit of the Parties hereto and
their respective permitted successors and assigns.
(h) jort RMulation. The Software may be subject to US export control laws, including the US Export
Administration Act and its associated regulations. Licensee shall not, directly or indirectly, export, re-
export, or release the Software to, or make the Software accessible from, any jurisdiction or country to
which export, re-export, or release is prohibited by law, rule, or regulation. Licensee shall comply with
all applicable federal laws, regulations, and rules, and complete all required undertakings (including
obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting,
releasing, or otherwise making the Software available outside the US.
(i) 1.1S Gover ment Rights. Each of the Documentation and the Software is a "commercial item" as that term
is defined at 48 C.F.R. § 2.101, consisting of "commercial computer software" and "commercial
computer software documentation" as such terms are used in 48 C.F.R. § 12.212. Accordingly, if
Licensee is an agency of the US Government or any contractor therefor, Licensee only receives those
rights with respect to the Software and Documentation as are granted to all other end users under license,
in accordance with (a) 48 C.F.R. § 227.7201 through 48 C.F.R. § 227.7204, with respect to the
Department of Defense and their contractors, or (b) 48 C.F.R. § 12.212, with respect to all other US
Government licensees and their contractors.
0) hiquitabie Relief Each Party acknowledges and agrees that a breach or threatened breach by such Party
of any of its obligations under Section 6 or, in the case of Licensee, Section 2(b), would cause the other
Party irreparable harm for which monetary damages would not be an adequate remedy and agrees that,
in the event of such breach or threatened breach, the other Party will be entitled to equitable relief,
including a restraining order, an injunction, specific performance, and any other relief that may be
available from any court, without any requirement to post a bond or other security, or to prove actual
damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are
9
in addition to all other remedies that may be available at law, in equity, or otherwise.
(k) 1m'urther Assurance. On a Party's reasonable request, the other Party shall, at the requesting Party's sole
cost and expense, execute and deliver all such documents and instruments, and take all such further
actions, as may be necessary to give full effect to this Agreement.
(1) l elationshi4,1of 'the Parties; The relationship of the Parties is that of independent contractors. Nothing
contained in this Agreement will be construed as creating any agency, partnership, joint venture, or other
form of joint enterprise, employment of fiduciary relationship between the Parties, and neither Party shall
have authority to contract for or bill the other Party in any manner whatsoever.
(m) I't,mllis4rtic���atcertesl Neither Party shall issue or release any announcement, statement, press release,
or other publicity or marketing material relating to this Agreement or, permitted under this Agreement,
otherwise use the other Parry's trademarks, service marks, trade names, logos, domain names, or other
indicia of source, association, or sponsorship, in each case, without the prior written consent of the other
Party, which shall not be unreasonably delayed or withheld, provided, however, that Licensor may,
without Licensee's consent, include Licensee's name and other indicia in its lists of Licensor's current
or former customers of Licensor in promotional and marketing materials.
(n)' o Third-Paily Beneficiaries. This Agreement is for the sole benefit of the Parties hereto and their
respective successors and assigns and nothing herein, express or implied, is intended to or will confer on
any other person any legal or equitable right, benefit, or remedy of any nature whatsoever under or by
reason of this Agreement.
(o) Counterpart . This Agreement may be executed in counterparts, each of which is deemed an original, but
all of which together are deemed to be one and the same agreement.
(p) C"c�rbIliaiice with Law. Licensee shall comply with all federal, state, and local laws, codes, ordinances,
rules, and regulations applicable to this Agreement and to Licensee's activities in connection herewith.
(q) Aut1writ:y,. If Licensee is a corporation, partnership, limited liability company, or other entity, then the
person signing this Agreement on the entity's behalf represents that he or she is authorized to sign for
and bind the entity.
13. Third -Par Licenses. Licensee agrees and acknowledges that it is Licensee's sole responsibility to obtain
any licenses for itself and any Authorized Users necessary or desirable for use in connection with the license
granted pursuant to Section 2 of this Agreement, including without limitation licenses for any Third -Party
Products or Systems as may be required (collectively, the "Third -Party Licenses"), and to pay any and all fees
associated therewith, including without limitation:
(a) Fannie Mae:
license(s) from Fannie Mae;
Notwithstanding the foregoing, Fannie Mae has informed Licensor that Licensee will not be
required to obtain a separate license from Fannie Mae in order to use the Credit Retrieval Module (as such
term is defined in Exhibit A);
(b) Salesforce:
license(s) from Salesforce, including without limitation licenses for use of the Salesforce Instance
and Salesforce's services and platform on which the Software and Documentation operate (the
"Salesforce License");
10
Licensee acknowledges that access to and use of the Software and Documentation is dependent
on the availability and proper functioning of Salesforce, and specifically the Salesforce Instance, and that
Licensor has no control over the Salesforce Instance or Salesforce's services. Licensor hereby disclaims
responsibility and liability for any inability to access or use the Software, or degradation of the
performance of the Software, to the extent caused by malfunctions, inadequacies, nonperformance, or
other difficulties of, or inaccessibility to, the Salesforce Instance. Licensee is solely responsible for the
configuration of the Salesforce Instance and all technology and services necessary to access and use the
Internet and the Salesforce Instance;
Licensee agrees and acknowledges that the Software and Documentation will access and use
Licensee's and Authorized Users' information from the Salesforce Instance, but solely to the extent
necessary for the Software and Documentation to perform as intended and to enable Licensor to prepare
the Usage Reports. Licensee is solely responsible for the accuracy and security of all information in the
Salesforce Instance;
(c) HUD Housing Counseling System:
license(s), or any other form of credentials from HUD for access to HUD's Housing Counseling
System ("HCS") 9902 reporting functionality with which the Software is integrated, in order to submit HUD 9902
reports through the HCS web application; and
(d) Other:
Any other license(s) from third parties necessary or desirable in connection with the operation of
the Software and Documentation.
Licensee agrees and acknowledges that Licensor shall have no liability whatsoever to Licensee or any
third party for any malfunctions, inadequacies, nonperformance, or other difficulties of the Software and/or
Documentation resulting from or arising out of Licensee's failure to obtain any Third -Party License. Licensor
hereby disclaims any and all warranties, whether express or implied, relating to any functionality of the Software
or Documentation that rely on any Third -Party License, and Licensee understands that it assumes all risks of use,
quality, and performance in connection with the foregoing.
44. I_Jsai 1L .o is and other 1�annie Mae Ike �, iaenaents. Licensee acknowledges that Licensor is obligated to
provide Usage Reports to Fannie Mae. Licensee agrees that all right, title, and interest in and to the Usage Reports
shall be owned by Licensor and Licensee shall have no rights therein. Licensee shall cooperate fully with Licensor
to enable Licensor to meet its obligations to Fannie Mae, including without limitation those relating to the Usage
Reports. Licensor acknowledges that all information and data included in the Usage Reports will be anonymized
and will not include Nonpublic Personal Information.
15. Non . ubllc Pe�N•sonal hilormation. Licensor hereby disclaims all liability and obligations relating to the
security of Nonpublic Personal Information in connection with the use of the Software and Documentation and
the transmittal of data thereto, therefrom, and through any application to which the Software and Documentation
is integrated. Licensee agrees and acknowledges that the security of Nonpublic Personal Information remains
solely the responsibility of Licensee and Salesforce, and that Licensee assumes all risks in connection therewith.
Notwithstanding the foregoing, in the case of an actual or suspected breach that relates in any manner to
Nonpublic Personal Information, Licensee shall (i) immediately notify Licensor upon Licensee becoming aware
of such breach, and (ii) cooperate fully with Licensor to enable Licensor to meet its obligations to Fannie Mae.
[Signature Page Follows]
11
[Signature Page to Software License Agreement]
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement under seal as of the Effective Date.
LICENSOR:
THE HOUSING PARTNERSHIP
NETWORK, INC.
By;
Name:
Title:
LICENSEE:
Ey:.
Name: Board Of
Title: works
Version 1.3 1 revised March 2019 12
EXHIBIT A
1. Description of'Software: The software known as "Launchpad" developed by Licensor, being a HUD -approved
client management system ("CMS") for housing counseling agencies. The Software version described in this
Agreement is 1.0.
The "Permitted Use" of the Software is as follows:
As a managed package application, the Software performs a group of coordinated functions intended to
streamline the work of housing counseling professionals, including the ability to submit HUD 9902 reports
through the HCS web application and to facilitate the retrieval of Consumer Reports by communicating and
exchanging data between Licensee and consumer reporting agencies. The Software operates on the Salesforce
Software as a Service ("SAAS") platform and is distributed by Licensor to Licensee for installation into the
Salesforce Instance.
2. Fees: Licensee shall pay Licensor the Fees in the amount of 2 Licenses: $900 (per year for 2 years) within
thirty (30) days of the Software being installed in the Salesforce Instance.
Renewal Fee: On or before ninety (90) days prior to the expiration of the then -current term, Licensor shall
endeavor to provide Licensee with written notice of the Fees due for the next Renewal Term (the "Renewal
Fees"). Unless terminated in accordance with Section I I (a) of this Agreement, Licensee shall pay to Licensor
such Renewal Fees annually on or before the commencement of the applicable Renewal Term and in accordance
with the payment requirements set forth in Section 5(a) and this Exhibit A.
Additional Authorized Users Fee: In the event that there are more than five (5) Authorized Users (as
indicated in Section 3 below), Licensee shall pay Licensor an additional fee of $17 per each additional Authorized
User, payable on the earlier of (i) thirty (30) days of the Software being installed in the Salesforce Instance, (ii)
renewal, or (iii) thirty (30) days of adding Authorized Users.
One-time Onboarding Fee: HCo User $o
Data Migration Fee: HCo data migration: $o
3. Support:
payable at execution of this Agreement.
payable at execution of this Agreement
A. Technical support for Service Requests will be available to Licensee. Service Requests will be evaluated upon
receipt and will be prioritized for resolution and/or escalation based on the impact and urgency of the Service Request
as determined by the Customer Service Representative according to established guidelines of Licensor. Licensor shall
use commercially reasonable efforts to provide Licensee with confirmation of receipt of all Service Requests within 2
hours if submitted during regular business hours: Monday through Friday from 8:00 am to 8:00 pm Eastern Standard
Time.
B. Definitions of terms used in this Section 4:
"Customer Service Representative" means the customer service representative designated by Licensor, as may
change from time to time.
"Service Requests" mean requests from Licensee for information, advice, or access to a service or functionality of the
Software or for Standard Changes, including without limitation requests for Salesforce user account creation requests,
report requests, and application administration requests relating to the Software.
"Standard Changes" mean changes which Licensor deems to be "pre -approved."
13
4. i'ra n i n :
Training on use of the Software will be provided in a number of formats, primarily through live online
training sessions and on -demand recordings. Additional training and other formats may be available upon request.
This training does not include training on any Third -Party Products and Systems or Salesforce. Licensee
is encouraged to take advantage of training offered by Salesforce through its Trailhead module.
5. Third -Party Products and Systems, and Additional License Terms.
Credit Retrieval Module: The Credit Retrieval Module is the third -party component of the Software that
facilitates the retrieval of Consumer Reports by communicating and exchanging data between Licensee and
consumer reporting agencies through Fannie Mae's Desktop Underwriter® Credit Retrieval Module. The
following provisions apply to the use of the Credit Retrieval Module:
A. Fannie Mae is the licensor of the Credit Retrieval Module that is integrated to and made a part of the
Software. Fannie Mae has informed Licensor that no fees shall be due from Licensee to Fannie Mae for
the Credit Retrieval Module.
B. Fannie Mae has all the rights of Licensor under this Agreement and Licensee's obligations hereunder
accrue to Fannie Mae, to the extent they apply to the Credit Retrieval Module, either as part of or distinct
from the Software.
C. All disclaimers and limitations of liability set forth in this Agreement shall apply to Fannie Mae, as
"Licensor," and the Credit Retrieval Module, as the "Software."
D. Fannie Mae shall be entitled to enforce the provisions of this Agreement, as "Licensor," to the extent they
apply to the Credit Retrieval Module, either as part of or distinct from the Software.
E. Licensee represents and warrants that it shall, concurrently with this Agreement, maintain a separate
agreement with each consumer reporting agency that is accessible to it via the Credit Retrieval Module
and from which it orders Consumer Reports through the Credit Retrieval Module. Such agreement(s)
shall govern Licensee's use of any and all Consumer Reports obtained electronically through the use of
the Credit Retrieval Module.
F. Licensee certifies, represents and warrants that any request for and/or use of Consumer Reports through
Launchpad will be strictly for "permissible purposes," as defined in Section 604 of the FCRA, and for no
other purpose and will in all other respects comply with the requirements of the FORA.
G. Licensee is required to obtain the written authorization of a client prior to obtaining any Consumer
Reports or Consumer Data on such client. Licensee is explicitly prohibited from using the Credit
Retrieval Module to request and receive Consumer Reports or Consumer Data if Licensee has not
obtained the client's prior written authorization to request such Consumer Reports or Consumer Data.
Written authorization required by this section must be documented on a form substantially similar to the
form titled "Credit Report Authorization and Privacy Disclosure Form" attached hereto as Exhibit B.
H. Notwithstanding the Section of the Agreement captioned "Relationship of the Parties," Licensee hereby
expressly acknowledges, understands and agrees that, in obtaining and transferring clients' Consumer Data
for purposes of enabling Licensee to make an assessment of the clients' financial readiness to purchase a
home and/or engage in post -purchase counseling activities, Fannie Mae, as owner of the Credit Retrieval
Module, (i) shall be the "agent" of Licensee, as that term is defined in the FCRA, and (ii) in its role as
limited agent, may obtain Consumer Data for the purpose of enabling Licensee's performance of such
14
analyses using the Credit Retrieval Module and may disclose or require Licensee to disclose (through
reasonable, prescribed means) to consumer reporting agencies any secondary use of such Consumer Data
(including information relating to the identity of any secondary user). Licensee expressly acknowledges,
understands and agrees that Fannie Mae's role as Licensee's agent shall not extend beyond the limited
purpose set forth in this Section and, for all other purposes, there shall be no such principal and agent
relationship. Moreover, Licensee shall in no way misrepresent to third parties the limited extent of this
principal/agent relationship.
Licensee hereby agrees to release, indemnify, defend and hold harmless Fannie Mae, its officers,
employees, directors, agents, contractors and representatives from and against any liabilities, claims,
actions, suits, proceedings, judgements, losses, damages, deficiencies, costs, and expenses (including
reasonable attorneys' fees), which arise out of or result from: (i) any migration of Licensee's data from
Home Counselor Online (HCO) to the Software (Launchpad); and (ii) all errors, omission, and inaccuracies
that may result from Licensor's or its contractors' receipt of, access to, or editing of the data.
J. Definitions of terms used above:
"Consumer Report" shall mean a "consumer report" issued by a "consumer reporting agency," as those
terms are defined by the FCRA.
"Consumer Data" shall mean any information, including but not limited to consumer credit data, which
bears on a consumer's creditworthiness, credit standing, credit capacity, character, general reputation,
personal characteristics, or mode of living obtained by Licensee through or transmitted using the Credit
Retrieval Module and which is used or expected to be used or collected in whole or in part for the purpose
of serving as a factor in performing any authorized analysis. Such data may include, but are not limited to,
data contained in: (i) residential mortgage credit reports, "in -file" credit reports, or "consumer reports," as
defined in the FCRA; (ii) verifications of income, employment or assets or other forms of alternate
documentation; (iii) the Uniform Residential Loan Application, including any attachments and/or
supplements thereto; and (iv) any correspondence or communication from the consumer or any third party,
which includes information relating to any of the above factors.
"FCRA" shall mean the federal Fair Credit Reporting Act, codified at 15 U.S.C. 1681 et seq.
Capitalized terms used but not defined in this Exhibit A have the meaning given to those terms in the Agreement.
15
EXHIBIT B
CREDIT REPORT AUTHORIZATION AND PRIVACY DISCLOSURE FORM
I hereby authorize and instruct (hereinafter
" ") to obtain and review my credit report. My credit report will be obtained from a
credit reporting agency chosen by _ _ _ I understand and agree that
intends to use the credit report for the purpose of evaluating my financial readiness to
purchase a home and/or to engage in post -purchase counseling activities.
My signature below also authorizes the release to credit reporting agencies of financial or other information that I
have supplied to in connection with such evaluation. Authorization is further granted to
the credit reporting agency to use a copy of this form to obtain any information the credit reporting agency deems
necessary to complete my credit report.
In addition, in connection with determining my ability to obtain a loan, I
authorize
do not authorize
to share with potential mortgage lenders and/or counseling agencies my credit report
and any information that I have provided, including observed information noted as required by law or to fulfill
other requirements and any computations and assessments that have been produced based upon such, information.
These lenders may contact me to discuss loans for which I may be eligible, and these counseling agencies may
contact me to discuss counseling services.
I understand that I may revoke my consent to these disclosures by notifying in writing.
Client's Name (Print)
Client's Signature
Social Security Number
Date
Client's Name (Print)
Client's Signature
Social Security Number
Date
16
BOARD OF PUBLIC WORKS
AGENDA ITEM REVIEW REQUEST FORM
Date 6/5/201
Department
Community
Name Pam Me er Investment
BPW Date ,June 25 201' Phone Extension 5845
Required Prior Submittal to Board
BPW Attorney ... __ - __— _._.......... _..... .�.. ........ .................._.... .. �__...._ .
rney El Attorney Name
Dept. Attorney ® Attorney Name Sandra Kenned
Purchasing ❑I
Check the A
Item Type_— R« quiredfi)l A11 Submissions
Professional Services Agreement ❑ Contract I❑ Proposal
F-1 Open Market Contract
Amendment/Addendum ❑ Special Purchase, QPA
Bid Opening
❑ Bid Award ❑ Req. to Advertise ❑ Title Sheet
❑ Quote Opening
El Quote Award ❑ Reject Bids/Quotes
❑ Proposal Opening
C/O & PCA No. ❑ PCA
Chg. Order, No.
Traffic Control ❑ Resolution
® Other: Software ware License
❑ Ease./Encroach
.,,r�eena enJ
Required Information
Company or Vendor Name
Lsaunclipad . �Auv
New Vendor
Z Yes[:] If Yes, Approved by Purchasing
❑ No
MBE/WBE Contractor
❑ MBE Completed E-Verify Form Attached ❑Nos
Project Name
Software Purchase for HUD Counseling Services
Project Number
w......._..���................. . �.......
FundingSource
DCI Adm.m........._����.w.�_.�_._....�._..����.��_..�
ln........... ....... .._...........__..... --..................... .._................._..... _ ....._.................... .._............................... .._.............. ................................... ..................._
Account No.
211.1001.460.36-06
Amount
$900.00 Annual fee
Terms of Contract
2wwyear agreementwonce wmigration is complete prior to October 31, 20w19w wwmww
Purpose/Description
To replace the current HUD client management system that is retiring
October 31,2019 requiring all agencies to find a replacement
system.,
Amount of
Previous Amount
Current Percent of Change:
New Amount
Total Percent of Change:
Time Extension Amount:
New Completion Date:
Increase
Decrease
R
!11
Increase
%
..._.....%
Decrease
(....
Increase
%
Decrease
( %