HomeMy WebLinkAboutContract 52005-AD1 CITY SECRETARY
CONTRACT NO.
ADDENDUM TO PENLINK QUOTE QUO-07560-W5N9L6
BETWEEN
THE CITY OF FORT WORTH
AND
PENLINK,LTD.
This Addendum to PENLINK Quote AUO-07560-W5N9L6("Addendum")is entered into
by and between PENLINK, LTD. ("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 PENLINK Quote QUO-07560-W5N9L6;and
2. This Addendum.
Notwithstanding any language to the contrary in the attached PENLINK Quote QUO-
07560-W5N9L6(the"Agreement"),the Parties hereby stipulate by evidence of execution of this
Addendum below by a representative of each party duly authorized to bind the parties hereto,that
the parties hereby agree that the provisions in this Addendum below shall be applicable to the
Agreement as follows:
1. Term. The Agreement shall become effective upon the signing of the Agreement
(the"Effective Date')and shall expire one(1)year after the Effective Date(the Expiration Date'),
unless terminated earlier in accordance with the provisions of the Agreement or otherwise
extended by the parties.
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 termination.
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-breaching party, or other time frame as agreed to by the
parties. If the breaching party fails to cure the breach 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 Funding. 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
any kind whatsoever, except as to the portions of the payments herein agreed upon for
which funds have been appropriated.
Addendum to PENLINK Quote QUO-07560-W5ML6 Page 1 of 4
d. Duties 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. Attorneys' Fees. Penalties, and Liquidated Damages. To the extent the attached
Agreement requires City to pay attorneys' fees for any action contemplated or taken,or penalties
or liquidated damages in any amount, City objects to these terms and any such terrns are hereby
deleted from the Agreement and shall have no force or effect.
4. Law and Venue.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 terns are hereby deleted from the Agreement and shall have
no force or erect.
5. Insurance. The City is a governmental entity under the laws of the state of Texas
and pursuant to Chapter 2259 of the Texas Government Code, entitled "Self-Insurance by
Governmental Units," is self-insured and therefore is not required to purchase insurance. To the
extent the Agreement requires City to purchase insurance, City objects to any such provision,the
parties agree that any such requirement shall be null and void and is hereby deleted from the
Agreement and shall have no force or effect. City will provide a letter of self-insured status as
requested by Seller.
6. Sovereign Immunity. Nothing herein constitutes a waiver of City's sovereign
immunity. 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.
7. Limitation of Liability and Indemnity. To the extent the Agreement, in any way,
limits the liability of Seller or requires City to indemnify 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.
8. No Debt. In compliance with Article 11 § 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.
Addendum to PENLINK Quote QUO-07560-W5N9L6 Page 2 of 4
9. 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
of Seller to submit reasons objecting to disclosure. A determination on whether such reasons are
sufficient will not be decided by City, but by the Office of the Attorney General of the State of
Texas or by a court of competent jurisdiction.
10. Addendum Controlling. If any provisions 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.
11. Immigration Nationality Act City actively supports the Immigration&Nationality
Act(INA)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 Eligibility
Verification Form(I-9),maintain photocopies of all supporting employment eligibility and identity
documentation for all employees, and upon request,provide City with copies of all I-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 employee 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 indemnify City from any penalties or liabilities due to violations of this
provision. City shall have the right to immediately terminate the Agreement for violations of this
provision by Seller.
12. No Boycott of Israel. Seller acknowledges that in accordance with Chapter 2270
of the Texas Government Code, City is prohibited from entering into a contract with a company
for goods or services unless the contract contains a written verification from the company that it:
(1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The
terns "boycott Israel"and"company"shall have the meanings ascribed to those terms in Section
808.001 of the Texas Government Code. By signing this Addendum, Seller eerties that Seller's
signature provides written verification to City that Seller. (1)does not boycott Israel;and(2)will
not boycott Israel during the term of the Agreement.
13. Right to Audit. Seller agrees that City shall,until the expiration of three(3)years
after final payment under the Agreement, have 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 necessary
Seller facilities and shall be provided adequate and appropriate workspace in order to conduct
audits in compliance with the provisions of this section. City shall give Seller reasonable advance
notice of intended audits.
(signature page follows)
Addendum to PENUNK Quote QUO-07560-W5N9L6 Page 3 of 4
Executed this the day of 2019.
CITY:
City of Fort Worth Contract Compliance Manager:
By signing I acknowledge that I am the person
responsible for the monitoring and administration
of this contract,including ensuring all
By. performance and reporting requirements.
Name: S Alanis
Title: istant City Manager �+
Date: _ By:
L - kName: S eve treiffert
Approval Recommended: Title: Assistant Director,IT Solutions
Approved as to Form and Legality:
Name:
Title:
Name: *B.SCng
Attest: Title: Assistant ity ey
7
Contract Authorization:
M&C: N/A
By.
Name: kary J.Wei
Title: City Secretary
+�y' o
SELLER: .•` A�
PENLIN ,,L D.
By:
Name: Patrick Severson
Title: CFO
Date: 2/18/2019
OFFICIAL RECORD
x SECRETARY
FT. VVORTHF TX
Addwdum to PENLWK Quote Quo-07560-w5WL6 rage 4 of