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SCE\vE� CITY SECRETARY
6I CONTRACT NO., �}IO 417'T�
�CCcS GR P�� TERMINATION AND RELEASE AGREEMENT
e (CITY SECRETARY CONTRACT NO. 46477)
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This TERMINATION AND RELEASE AGREEMENT ("Termination Agreement")
is made and entered into by and between the CITY OF FORT WORTH ("City"), a home-rule
municipal corporation organized under the laws of the State of Texas, acting by and through
Valerie Washington, its duly authorized Assistant City Manager, and JOURNAL
TECHNOLOGIES, INC. ("Journal"), a Utah Corporation, acting by and through Maryjoe
Rodriguez, its duly authorized Vice President.
Recitals
The following statements are true and correct and form the basis upon which the parties
have entered into this Termination Agreement:
WHEREAS, On March 2, 2015, City and Journal entered into City Secretary Contract
("CSC")No.46477(the "Contract"), a professional services agreement,wherein Journal agreed
to provide the City with professional consulting services for a comprehensive municipal court Case
Management System(CMS);
WHEREAS, Section 4.1 of the Contract permits either party to terminate the Contract, for
any reason, upon sixty (60) days written notice to the other party;
WHEREAS, hosting services under the Contract were terminated effective July 16,2017,
in accordance with the Contract;
WHEREAS, the City sent Journal a Notice to Stop Work on December 8, 2017, and on
December 28, 2017, City received Journal's receipt of its letter and confirmation work had
stopped;
WHEREAS,on April 24,2018, City submitted its written notice of termination to Journal
with an effective date of termination for June 24, 2018;
WHEREAS,the parties wish to set forth the terms of the termination of the Contract under
which the parties will receive the documents and compensation for worked performed under the
Contract.
Aureement
NOW,THEREFORE,in consideration of the recitals set forth above,the mutual promises
and agreements made herein,and other valuable consideration,the receipt and sufficiency of which
is acknowledged, the City and Journal agree as follows:
1. The Contract is hereby terminated.
i OFFICIAL RECORD
Termination Agreement for CSC 46477 1 of 6 i CITY SECRETARY
FT. WORTH,TX
2. Journal shall deliver to the City within ten(10) days after the final date of execution of this
Termination Agreement by the parties all documents and data related to City-owned assets and
infrastructure, the City's data, as well as any other information or data provided to Journal under
the Contract, or a letter certifying that all documents and data related to City-owned assets and
infrastructure, the City's data, as well as any other information or data provided to Journal under
the Contract has been destroyed and no longer resides on Journal's servers or other storage media.
3. The City shall deliver to Journal within ten (10) days after the final date of execution of
this Termination Agreement by the parties all of Journal's property including the eCourt software
and database as well as any other Journal-owned assets and infrastructure provided to the City
under the Contract,or a letter certifying that all of Journal's property including the eCourt software
and database as well as any other Journal-owned assets and infrastructure provided to the City
under the Contract has been destroyed and no longer resides on the City's servers or other storage
media.
4. The City will pay Journal Four Hundred Thousand Dollars and No Cents ($400,000.00),
which represents full and final payment for all work performed and services provided by Journal
under the Contract, within thirty (30) days after the final date of execution of this Termination
Agreement.
5.
A. In the event that at any time (and from time to time) following the date hereof,
Journal or any governmental entity or other organization requests a reference regarding Journal,
the Contract or the project that was the subject of the Contract,the City shall respond with respect
to such request as follows (unless otherwise agreed in writing between the City and Journal):
To Whom it May Concern:
Journal Technologies and the City of Fort Worth embarked on a project in 2015 to replace
the City's municipal court systems and significantly redesign its processes. The City
selected Journal's eCourt® system from a large field of competitors because of its high
degree of configurability and outstanding functionality. During the project, City
management determined that a number of City processes needed to be reviewed and revised
before such an ambitious project could be successfully completed. The City and Journal
agreed to terminate the agreement in 2018.
B. Journal understands and acknowledges that the City is a public entity under the
laws of the State of Texas and, as such, all documents held by the City are subject to disclosure
under Chapter 552 of the Texas Government Code. Journal shall clearly indicate to the City what
information it deems proprietary to the extent Journal has not already done so. If the City is
required to disclose any documents that may reveal any of Journal's proprietary information to
third parties under the Texas Government Code,or by any other legal process, law,rule,or judicial
order by a court of competent jurisdiction, the City will notify Journal prior to disclosure of such
documents, and give Journal the opportunity to submit reasons for objections to disclosure. The
City agrees to inform its employees of the obligations under this paragraph and to enforce rules
and procedures that will prevent any unauthorized disclosure or transfer of information. The City
Termination Agreement for CSC 46477 2 of 6
will use its best efforts to secure and protect Journal's information in the same manner and to the
same degree it protects its own proprietary information; however,the City does not guarantee that
any information deemed proprietary by Journal will be protected from public disclosure if release
is required by law.
6. Journal hereby compromises,settles,relinquishes,releases,acquits,and forever discharges
the City of and from any and all claims, demands, debts, costs, expenses, actions, and causes of
action of whatsoever nature, description of character,whether in tort or in contract,or by virtue of
the common law, statute, or regulation, known or unknown, heretofore existing between the City
and Journal, whether known or unknown,which may have accrued or may accrue, on account of,
arising from,or in any manner growing out of, relating to,resulting from, or in any way connected
to the Contract or the transactions and occurrences involving the Contract; provided that the
foregoing shall in no event release, or be deemed to release,the City from any of its obligations to
Journal under this Termination Agreement.
7. City hereby compromises, settles, relinquishes, releases, acquits, and forever discharges
Journal of and from any and all claims, demands, debts, costs, expenses, actions, and causes of
action of whatsoever nature, description of character,whether in tort or in contract, or by virtue of
the common law, statute, or regulation, known or unknown, heretofore existing between the City
and Journal, whether known or unknown, which may have accrued or may accrue, on account of,
arising from, or in any manner growing out of,relating to,resulting from,or in any way connected
to the Contract or the transactions and occurrences involving the Contract; provided that the
foregoing shall in no event release, or be deemed to release, Journal from any of its obligations to
City under this Termination Agreement.
8. The releases of claims contained herein is given with full knowledge of all parties to the
referenced Contract and termination thereof. It is also understood and agreed that this termination
and releases will extinguish all liability of both parties with respect to the Contract, subject to
paragraph 1 of this Termination Agreement.
9. If any action, whether real or asserted, at law or in equity, arises on the basis of any
provision of this Termination Agreement, venue for such action shall lie in state courts located in
Tarrant County,Texas or the United States District Court for the Northern District of Texas—Fort
Worth Division. This Termination Agreement shall be construed in accordance with the laws of
the State of Texas,without giving effect to principles of conflicts of laws.
10. This Termination Agreement contains the entire understanding and agreement between the
City and Journal as to matters contained herein. Any prior or contemporaneous oral or written
agreement is hereby declared null and void to the extent it is in conflict with the terms and
conditions of this Termination Agreement, and it shall be binding upon and inure to the benefit of
the administrators, executives,personal representatives, heirs, successors, and assigns of Journal.
11. All terms in this Termination Agreement that are capitalized but not defined shall have the
meanings assigned to them in the Contract.
Termination Agreement for CSC 46477 3 of 6
12. If any provision of contained in this Termination Agreement shall for any reason be held
to be invalid, illegal,or unenforceable,the invalidity, illegality,or unenforceability shall not affect
any other provision of this Termination Agreement, and this Termination Agreement shall be
construed as if the invalid, illegal, or unenforceable provision had not been included.
13. No amendment, modification, or alteration of the terms of this Termination Agreement
shall be binding unless it is in writing,dated subsequent to the date of this Termination Agreement,
and duly executed by both parties.
14. This Termination Agreement may be executed in multiple originals each of which shall be
deemed an original for all purposes.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
Termination Agreement for CSC 46477 4 of 6
IN WITNESS WHEREOF,the parties hereto have executed this Termination Agreement in
multiples in Tarrant County, Texas, as of the last date set forth below, but to be effective as of
ZW,L, 2018.
CITY OF FORT WORTH: JOURNAL TECHNOLOGIES, INC.
a Utah Corporation:
By:
(i�
By:
Valerie Washington Maryjoe Rodriguez
Assistant City Manager Vice President
Date: kl L41kat Date: �(
APPROVED AS TO FO
AND LEGALITY:
hristopher B.Mosley
Sr. Assistant City Attorney
OR
ATTEST: � ,:�,� . °•.Cf�.
Y
By:_
Mary Ka ,
City See ,
OFFICIAL RECORD
CIN SECRETARY
Termination Agreement for CSC 46477 5 of 6 FT �A/OR7�1��'X
STATE OF TEXAS §
COUNTY OF TARRANT §
BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas, on
this day personally appeared Valerie Washington, known to me to be the person whose name is
subscribed to the foregoing instrument,and acknowledged to me that the same was the act of the City
of Fort Worth and that she executed the same as the act of the City of Fort Worth for the purposes
and consideration therein expressed and in the capacity therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this r'/-�—day of
_. .
201
EVONIA DANIELS
��,PY PLd'i
Notary Public, State of Texas 4otPublic in and for the State of Texas
�v +Pc Comm. Expires 07-13-2021
"o'o", Notary ;D 126950030
STATE OF CALIFORNIA §
COUNTY OF LOS ANGELES §
BEFORE MI * undersigned authority, a Notary Public in and for the State of California,
on this day personally api'�ed,Maryjoe Rodriguez known to me to be the person whose name is
subscribed to the foregoing instr itu i ..and acknowledged to me that the same was the act of the
Journal Technologies,Inc. and that he exec-ated-the same as the act of Journal Technologies,Inc.
Technologies, Inc. for the purposes and coosiderati6n thcrciii expressed and in the capacity therein
stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this day of
2018.
Notary Public in and for the State of California _
OFFICIAL RECORD
CITY SECRETARY
Termination Agreement for CSC 46477 6 of 6 FT WORTH,TX
CALIFORNIA ACKNOWLEDGMENT CIVIL CODE § 1189
ur .,.:`. . ., .. ..�..'_ ' .,,T.S>'•.a�_,jI.y14�nn.r1...+swv37 is - vti v�s, v�fa t ..yo ;:
A notary public or other officer completing this certificate verities only the identity of the individual who signed the document
to which this certificate is attached,and not the truthfulness,accuracy,or validity of that document.
State of California
�,j ��rr
County of A, �VOJ
On ATM L IX ot-ie before me,
Date ) / f fere Insert Name and Title of the Officer
��A
personally appeared fl-(J
Nome(s)of Signer(s)
who proved to me on the basis of satisfactory evidence to be the persor&whose name* ie subscribed
to the within Instrument and acknowle to MC,that �e�tbey executed the same in� /he/Aeir
authorized capacity(i%), and that by he ltk�eir sicdnatur on the instrument the person ,or,the entity
upon behalf of which the person(fs�acted,executed the instrument.
I certify under PENALTY OF PERJURY under the
DEBBIE YERKESlaws of the State of California that the foregoing
1 =Commission#2099089 L paragraph is true and correct.
z,=: Notary Public-California
z '' Los Angeles County WITNESS my hand and official seal.
Comm.Ex ares Feb 14,2019
Signature
Place Notcry Seal and/or Stamp Above S t ure of Notary Public
OPTIONAL --
Completing this information can deter alteration of the document or
fraudulent reattachment of this form to on unintended document.
Description of Attached Do }hitt
Title or Type of Document: `tW"��+ `i(t? c"', I` y ' T IL;7 `"--
Document
" _Document Date: Number of Pages: 1 "
Signer(s) Other Than Named Above:
Capacity(ies) Claimed by Signer(s)
Signer's Name: „_. Signer's Name; _
❑ Corporate Officer—Title(s): __ ❑ Corporate Officer— Title(s):
❑ Partner— ❑ Limited ❑ General Ll Partner— ❑ Limited ❑ General
❑ Individual ❑ Attorney in Fact ❑ Individual ❑ Attorney in Fact
❑ Trustee ❑ Guardian or Conservator ❑ Trustee t7 Guardian or Conservator
❑ Other: _ ❑ Other:
Signer is Representing: Signer is Representing:
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X2018 National Notary Association
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH,T
Contract Compliance Manager:
By signing I acknowledge that I am the person responsible
for the monitoring and administration of this contract, including
ensuring all performance and reporting requirements.
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Name 6CEMPkYadsignature
t;; tea- - �l u n1 u Pek1
Title
❑ This form is N/A as No City Funds are associated with this Contract
Printed Name Signature
®FFICIAL RECORD
CITY SECRETARY
FT W®RTFi'TX