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Home My WebLink AboutContract 51152-AD1 CITY SECRETARY CONTRACT N0. ADDENDUM TO SOFTWARE LICENSE. AGREEMENT BETWEEN THE CITY OF FORT WORTH AND GREYHELLER, LLC This Addendum to Software License Agreement ("Addendum') is entered into by and between the GceyHeller, LLC ("Seller") and the City of Fort Worth ("City"), collectively the "parties", for a purchase of licenses. The Contract documents shall include the following: 1. The Software License Agreement;and 2. This Addendum. Notwithstanding any language to the contrary in the attached Software License Agreement (the-Agreement-),the Parties hereby stipulate by evidence of execution of this Addendum below by a restive of each party duly authorized to bind the parties hereto,that the pwties hereby agree that the provisions in this Addendum below shall be applicable to the Agreement as follows: 1. I=. The Agreement shall become effective upon the signing of the Agreement (the"Effective Date-)and shall expire one(i)year after the Effective Date(the Expiration,Date's, unless terminated earlier in accordance with the provisions of the Agreement or otherwise extended by the parties.The Agreement may be renewed for four(4)number of renewals at City's option,each a"Renewal Term.'City shall provide Seller with written notice of its intent to renew at least thirty(30)days prior to the end of each term. 2. Termination. a. Convenience.Either City or Seller may terminate the Agreement at any time and for any reason by providing the other party with 30 days written notice of tenninetion. b. Breach.If either party commits a material breach of the Agreement,the non- breaching Party must give written notice to the breaching party that describes the breach in reasonable detail.The breaching party must cure the breach ten(10)calendar days after receipt of notice from the non-lxeaching party, or other time frame as agreed to by the parties. If the breaching party fails to cure the brach within the stated period of time,the non-breaching party may, in its sole discretion, and without prejudice to any other right under the Agreement, law, or equity, immediately terminate this Agreement by giving written notice to the breaching party. C. Fiscal egg tit In the event no funds or insufficient funds are appropriated by City in any fiscal period for any payments due hereunder,City will notify Seller of such occurrence and the Agreement shall terminate on the last day of the fiscal period for which appropriations were received without penalty or expense to the City of Ck C�lys�gT�?�c9lddaidum to Software License Apvto ent �4qY� EFT. AL.RECORD ECRETARY ORTpIr TX any kind whatsoever, except as to the portions of the payments herein agreed upon for which funds have been appropriated.. d. Duka and Obligations of the Parties. In the event that the Agreement is terminated prior to the Expiration Date,City shall pay Seller for services actually rendered up to the effective date of termination and Seller shall continue to provide City with services requested by City and in accordance with the Agreement up to the effective date of termination. Upon termination of the Agreement for any reason, Seller shall provide City with copies of all completed or partially completed documents prepared under the Agreement. In the event Seller has received access to City information or data as a requirement to perform services hereunder,Seller shall return all City provided data to City in a machine readable format or other format deemed acceptable to City. 3. AwraW' Fees_ Penalties. and Liquidated mages To the extent the attached Agreement requires City to pay attorneys' foes for any action contemplated or taken,or penalties or liquidated damages in any amount,City objects to these teens and any such terms are hereby deleted from the Agreement and shall have no force or effect. 4. Law and Venom.The Agreement and the rights and obligations of the parties hereto shall be governed by,and construed in accordance with the laws of the United States and state of Texas,exclusive of conflicts of laws provisions.Venue for any suit brought under the Agreement shall be in a court of competent jurisdiction in Tarrant County,Texas.To the extent the Agreement is required to be governed by any state law other than Texas or venue in Tarrant County, City objects to such terms and any such terms are hereby deleted from the Agreement and shall have no force or effect. 3. Sovereign Immunity. Nothing herein constitutes a waiver of City's sovereign innmtmity. To the extent the Agreement requires City to waive its rights or immunities as a government entity;such provisions are hereby deleted and shall have no force or effect. 6. Limitation of Liability and Ind=njW. To the extent the Agreement, in any way, limits the liability of Seller or requires City to irukmnify or hold Seller or any third party harmless from damages of any kind or character,City objects to these terms and any such terms are hereby deleted from the Agreement and shall have no force or effect. 7. No . In compliance with Article I I § 5 of the Texas Constitution, it is understood and agreed that all obligations of City hereunder are subject to the availability of funds. If such funds are not appropriated or become unavailable,City shall have the right to terminate the Agreement except for those portions of funds which have been appropriated prior to termination. 8. Confidential Information City is a government entity under the laws of the State of Texas and all documents held or maintained by City are subject to disclosure under the Texas Public Information Act. To the extent the Agreement requires that City maintain records in violation of the Act,City hereby objects to such provisions and such provisions are hereby deleted from the Agreement and shall have no force or effect.In the event there is a request for information marked Confidential or Proprietary,City shall promptly notify Seller. it will be the responsibility Addend=to Software License Agivement 2 of 4 of Seller to submit reasons objecting it)disclosure. A determination on whether such reasons are sufficient will not be decided by Cit, but by the Office of the Attorney General of the State of Texas_s or b% a court of competent jurisdiction. 9. Addendum_Controlling. Ifam pro%inions of the attached Agreement, conflict with the terms herein, are prohibited by applicable law, conflict with any applicable rule, regulation or ordinance of City, the terms in this Addendum shall control. 10. Immigration Nationality Act. Cite actively supports the Immigration R Nationality Act ONA)which includes provisions addressing*employment eligibility.employment verification. and nondiscrimination, Seller shall verify the identity and employment eligibility of all employees who perform work under the Agreement. Seller shall complete the Employment Fligibilit' Verification Dorm(1-9),maintain photocopies of all supporting employment eligibility and identity documentation for all employee's,and upon request, provide City with copies of all 1-9 forms and supporting eligibility documentation for each employee who performs work under the Agreement. Seller shall establish appropriate procedures and controls so that no services will be performed by any employe: who is not legally eligible to perform such services. Seller shall provide City with a certification letter that it has complied with the verification requirements required by the Agreement. Seller shall indemnity City from ani penalties or liabilities due to violations of this provision. Cite shall have the right to immediatel_i terminate the Agreement liar violations oaf this pro%inion by Seller. 11. No Bo%c'ott of'Israel. Scaler acknowledees that in accordance with Chapter 2270 of the Texas Government Code. Cit' is prohibited from entering into a contract with a company for goc ds or services unless the contract contains a written verification from the company that it: (I) does not boycott Israel: and (2) will not boyC91l Israel durins the term of the contract. The terms"boycott Israel"and "company'shall have the meanings ascribed to those terms in Section 808.001 of the Texas Go%ernment Code. Bt s%rwzjttk this:tddhnclum, Seller certifies that Seller's signature provides ►tritten t-Crilication to Cin,that Seller: t 11 cloeN not horcutt Arael: and i?i tt'ill not hr,rrntt Israel chirink the term of the.4greeinent 12. Right_to Audit. Seller agrees that (fit% shall, until the expiration of three (3)years after final payment under the Agreement. ha%c access to and the right to examine any directly pertinent books. documents. papers and records of Seller involving transactions relating to the Agreement. Seller agrees that City shall have access during normal working hours to all necessan Seller facilities and shall hE provided adequate and appropriate %yorkspace in order to conduct audits in compliance xcith the provisions of this section. City shall give Seller reasonable advance notice of intended audits. tsignature pciize3 fbilems-vi Addrndunt to Software License Agreement Page 3 of 4 Executed this the dTa ai' CITY: City of Fort Worth Contract Compliance Matwger: By signing 1 acknowledge drat I am the person responsible for the monitoring and administration of this contract, including ensuring all ormance and irements. • mg� T� c: .sacs Alasss..�_ .....�_ Till : istant City Manager Date: _ By: _ Zl Name: St4Sst ert Approval Recommended: Title: Assistant Director,IT Solutions Approved as to Form and Legrtlity: By: Name: Title: By: 4Ne': Jkoh n .St Attest- Vile: Assistant .rty Attorney QF FQRbjtd Authorization: C: P-12234 By: 5 : .c ►� - 3� 73y5 Title: G cell y AS SELLER: GREYHELLER, LC By Name Patdey Title: CFA Due: t►$J 1aA 1 a, Addenduas to Sodwore License Agmement Page 4 of 4 OFFICIAL RECORD CITY SECRETARY FT.WORTH TX