HomeMy WebLinkAboutContract 51930-AD1 CITY SECRETARY
CONTRACT NO. 51930- ASD
ADDENDUM TO SUPPORT LEVEL AGREEMENT
BETWEEN
THE CITY OF FORT WORTH
AND
BROADBAND ANTENNA TRACKING SYSTEMS, INC.
This Addendum to Support Agreement ("Addendum") is entered into by and between the
Broadband Antenna Tracking Systems, Inc. ("Seller") and the City of Fort Worth ("City"),
collectively the "parties", for a purchase of software.
The Contract documents shall include the following:
1. The Support Agreement; and
2. This Addendum.
Notwithstanding any language to the contrary in the attached Support 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 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. The Agreement may be renewed for up to four (4) additional
one-year periods 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 Parry 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
RECEIVED appropriated by City in any fiscal period for any payments due hereunder, City will
FEg 8 2019 notify Seller of such occurrence and the Agreement shall terminate on the last day of the
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Addendum to Broadband Antenna Tracking Systems Support Agreement Page 1 of 4
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 Indemnity. To the extent the Agreement, in any way, 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 Broadband Antenna Tracking Systems Support Agreement Page 2 of 4
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(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.
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. 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.
13. Data. The data that resides within the system belongs to the City of Fort Worth
and may not be distributed to anyone else.
(signature page follows)
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Executed this the L ay of / , 2014
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.
Nam : usan Alanis
Title: Assistant City Manager
Date: 1 BY
ame: Steve qtrJiftert
Approval Recommended: Title: Assistant Director, IT Solutions
Approved as to Form and Legality:
By:
Name:
Title: By:
N e: Jo B. Stro
Attest: it,
Assistant V y Attorney
d' _ Y,
F OF? kContract A•Norization:
By. Nam ry Kays
Title: ity Secretary of`
SELLER:
Broadband Antenna Tracking Systems, Inc.
By:
Name: Robert Bruder
Title: VP of Public Safety and Emergency Response
Date: 12/28/2018
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