HomeMy WebLinkAboutContract 51625-AD1 CITY SECRETARY
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ADDENDUM TO _CUSTOMER AGREEMENT_
BETWEEN
THE CITY OF FORT WORTH
AND
_IRON MOUNTAIN INFORMATION MANAGEMENT, LLC_
This Addendum to _Customer Agreement_ ("Addendum") is entered into by and
between Iron Mountain Information Management, 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_Customer Agreement—; and
2. This Addendum.
Notwithstanding any language to the contrary in the attached _Customer Agreement_
(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 _September 30, 2019 (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 _four (4)_ 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
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 sixty (60) business
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 Seller of such occurrence and the Agreement shall terminate on the last day-of
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Addendum to Software License Agreement y
FT. !NORTH,TX
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.
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 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. 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.
6. 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.
7. 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.
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
Addendum to Software License Agreement Page 2 of 5
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.
9. 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.
10. 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 (1-9) and maintain photocopies of all supporting employment
eligibility and identity documentation for all employees. 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. Upon City's written request no more than once
annually, Seller shall provide City with a certification letter that it has complied with the
verification requirements,
11. 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
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, Seller certifies 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.
12. Right to Audit. Upon not less than ten (10) business days' advance written notification by the
Customer and no more frequently than once a year,Iron Mountain agrees that the Customer shall have the
right, at its cost and expense, to inspect Iron Mountain's books and records which provide substantiation
of the performance of services by Iron Mountain to Customer relating to charges which are set forth in
invoices issued by Iron Mountain to Customer. Notwithstanding the above, if Customer's request for
audit occurs during Iron Mountain's quarter or year end, or such other time during which Iron Mountain
cannot reasonably accommodate such request, the parties shall mutually agree on an extension to the ten
business days advance written notification. Nothing contained herein will allow Customer to review data
pertaining to other Iron Mountain customers or proprietary information related to Iron Mountain's
security programs. If Customer elects to have its authorized representative perform such inspection, the
authorized representative, excluding any federal or state agency with regulatory authority, shall be
required to enter into a confidentiality agreement in form and substance reasonably satisfactory to Iron
Mountain. Iron Mountain reserves the right to refuse access to any person who is or represents a
competitor of Iron Mountain. While Customer and/or its authorized representatives are on Iron Mountain
premises,they must comply with the Iron Mountain safety and security policies.
Addendum to Software License Agreement Page 3 of 5
(signature page follows)
Addendum to Software License Agreement Page 4 of 5
Executed this the X26ay ofA��k 2018.
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 performance
By: and reporting requirements.
NE e: Susan Alanis_
Title: Assistant City Manager
Date: — 1 �61A J E By: I ZJ+l
ame: _Stev S reiffert_
Approval Recommended: Title: Assistant Director,IT Solutions
Approved as to Form and Legality:
By:
Name:
Title: By:
e: John B. S ong
Attest:
� k: `� . Title: Assis
� t City Attorney
T �
Contract Authorization:
%M&C: N/A
By:
INLneLA J.
Title: eity Secretary J
,X.
SELLER:
Iron Mountain Information Management, LLC Approved as to Form and Legal Content:
Iron Mountain Legal Department
By. Name: Pinku Dutia
Title: Director,Business Support Shilpa Daiya,Corporate Counsel&Contracts Specialist
Date:November 21,2018
Date: 11-27-18
i
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