HomeMy WebLinkAboutContract 36591-A3AD1 CITY SECRETARY CONTRACT NO., 30 M I -MA
RECEIVED ADDENDUM TO AGREEMENT
JUN-4 2019 BETWEEN
CITY OF FORT WORTH
CITY SECRETARY THE CITY OF FORT WORTH
AND
LAW OFFICE OF RICKY D. GREEN
This Addendum to City Secretary Contract No. 36591-A3 ("Addendum") is entered into
by and between the Law Office of Ricky D. Green("Vendor") and the City of Fort Worth("City"),
collectively the"parties", for a purchase of licenses.
The Contract documents shall include the following:
1. The City Secretary Contract 36591-A3; and
2. This Addendum.
Notwithstanding any language to the contrary in the attached City Secretary Contract
36591-A3 (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 expire on November 1, 2023 (the Expiration Date"),
unless terminated earlier in accordance with the provisions of the Agreement or otherwise
extended by the parties. The Agreement may be renewed for two (2) one-year renewals at City's
sole option, each a"Renewal Term." City shall provide Vendor 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 Vendor 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 Out. In the event no funds or insufficient funds are
appropriated by City in any fiscal period for any payments due hereunder, City will notify
Vendor of such occurrence and the Agreement shall terminate on the last day of the fiscal
period for which appropriations were received without penalty or exp
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any kind whatsoever, except as to the portions of the payments herein agreed upon for
which funds have been appropriated.
d. Duties and Obligations of the Parties. In the event that the Agreement is
terminated prior to the Expiration Date, City shall pay Vendor for services actually
rendered up to the effective date of termination and Vendor 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, Vendor shall
provide City with copies of all completed or partially completed documents prepared under
the Agreement. In the event Vendor has received access to City information or data as a
requirement to perform services hereunder, Vendor 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 terms 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 terms are hereby deleted from the Agreement and shall have
no force or effect.
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 Vendor.
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 Vendor or requires City to indemnify or hold Vendor 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.
Addendum to Software License Agreement Page 2 of 5
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.
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 Vendor. It will be the responsibility
of Vendor 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. Vendor shall verify the identity and employment eligibility of all
employees who perform work under the Agreement. Vendor shall complete the Employment
Eligibility Verification Form (1-9), 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. Vendor 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. Vendor shall
provide City with a certification letter that it has complied with the verification requirements
required by the Agreement. Vendor 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 Vendor.
12. No Boycott of Israel. Vendor 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
terms "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, Vendor certifies that
Vendor's signature provides written verification to City that Vendor: (1) does not boycott Israel;
and(2) will not boycott Israel during the term of the Agreement.
13. Right to Audit. Vendor 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 Vendor involving transactions relating to the
Agreement. Vendor agrees that City shall have access during normal working hours to all
necessary Vendor facilities and shall be provided adequate and appropriate workspace in order to
Addendum to Software License Agreement Page 3 of 5
conduct audits in compliance with the provisions of this section. City shall give Vendor reasonable
advance notice of intended audits.
(signature page follows)
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Executed this the y` 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: �03 ►�► r z
Title: Assistant City Manager
Date: By:
Name: C Prk L a
Approval Recommended: Title: H fi /"l 4„ 7
Approved as to Form and Legality:
By:
Name:
Title: By: �
Name: ohn B. St g
Attest: Title: Assistant City Attorney
Contract Aut o i ation:
M&C:
By:
Name: Mary Kayser
Title: City Secretary
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VENDOR:
Law Office of Ricky D. Green
By: 0( 0 G
Name: r -6_
Title: 0„v
Date: l� "
OFFICIAL.RECORD
CITY SECRETARY
FT. WORTH, TX
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