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HomeMy WebLinkAboutContract 52490 CITY SECRETARY CONTRACT NO. 52 ftD ADDENDUM TO THE PHILIPS SERVICE AGREEMENT BETWEEN G�a� THE CITY OF FORT WORTH AND PHILIPS HEALTHCARE This Addendum to the Philips Service Agreement Terms and Conditions (Contract No. 42010727)("Addendum")is entered into by and between the Philips Healthcare,a division of Philips North America LLC f/k/a Philips Healthcare, a division of Philips Electronics North America Corporation,("Seller")and the City of Fort Worth("City"),collectively the"parties",for the purchase of maintenance services. The Contract documents shall include.the following: 1. The Philips Service Agreement dated March 7, 2017 (Contract No.42010727); and 2. This Addendum. Notwithstanding any language to the contrary in the attached Philips Service 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 August 06,2021 (4)years 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 upon the written agreement of both Parties. 2. Termination. a. 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) 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. b. 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 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. OFFICIAL RECORD CITY SECRETARY FT. WORTH,TX C. 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, and upon written request of the City, 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 law's 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. Indemnity. To the extent the Agreement 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 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), 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. Record Retention and Access. Seller and City shall comply with the Omnibus Reconciliation Act of 1980(P.L.96-499)and it's implementing regulations(42 CFR,Part 420).Seller agrees that until the expiration of four(4)years after furnishing services pursuant to this Agreement, Seller shall make available, upon written request of the Secretary of the Department of Health and Human Services, or upon request of the Comptroller General, or any of their duly authorized representatives,this Agreement and the books,documents and records of Seller that are necessary to verify the nature and extent of the costs charged to City hereunder. Seller further agrees that if Seller carries out any of the duties of this Agreement through a subcontract with a value or cost of ten- thousand U.S. dollars ($10,000.00) or more over a twelve (12) month period, with a related organization, such subcontract shall contain a clause to the effect that until the expiration of four(4) years after the furnishing of such services pursuant to such subcontract,the related organization shall make available,upon written request to the Secretary,or upon request to the Comptroller General,or any of their duly authorized representatives the subcontract,and books and documents and records of such organization that are necessary to verify the nature and extent of such costs. This paragraph relating to the retention and production of documents is included because of possible application of Section 1861(v) (1) (1) of the Social Security Act (42 U.S.C. 1395x (v) (1) (I) (1989)), as amended from to time to this Agreement. If Section 1861(v) (1) (1) should be found to be inapplicable, then this paragraph shall be deemed inoperative and without force and effect. 13. Seller will maintain records related to Seller pricing obligations for the services under this Agreement, sufficient to permit a complete audit, if required by law. City shall until the expiration date of three (3) years after final payment under this Agreement, have the right to conduct an audit of Seller's compliance not more than once per year. All such audits shall be conducted by City's internal auditor. The services of such auditors will be at City's sole cost and expense. The audit shall be conducted on Seller's premises at reasonable times. The auditor will be required to sign a standard confidentiality agreement with Seller and to hold Seller's pricing and other information in confidence. Seller will cooperate with and provide all information and documentation that is within the scope of the audit to such auditor; provided that, Seller may blind City's identity if the disclosure of such information to the auditor would cause Seller to breach any confidentiality agreement. Audit results will only be used to confirm Seller contract compliance/non- compliance under this section for the audit period and if applicable the amount of any discrepancy between the parties. (signature page follows) Executed.this the day of 2019. t 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: Name:Valerie Washington and reporting requirements. 'Tide, Assistant City Manager Date: _ ( (� By: Name o ley Approval Recommended: Title attelion Chief EMS Approved as to Form and Legality: By ames E.Davis itle; Fire Chief By; N e: 7 B. ng Attest: tie: Assistant(City Attorney / Contract Authorization: ' N/A By: .� '� Title: or '- " � City Se wry : SELLER: w i` Philips Healthcare By: 40: cl : Jane McNamara Title: Contract Manager Data: 6/12/19 OFFICIAL RECO7RD CITY SECRETARY FT WORTH,T f Cust mwCareld(uUmrAnter PHILIPS Philips Healthcare ■&AW-WA%0OWW"bMbAWww WpWWw 8 AGWJW QUOTATION•Comprehensfa Onalls glwrd Twww:IMtlO OUMaiw:renVaodn Firs MvrYn«e ApdMnwl Oudd Dante 1r1Ae17 - AddrMw PdwAwWM W*ftN"d41181118 Aft",NO W Pd k ft W AedMMN M OWe W=17 DNI Pa11Nmli,7x 7et16 Aen�wdntknd Odle 010071 Aohwndd cad�el 11dWlon CNdr IdWi OaAy MIN&*AdLk YMgr Toww...dlm"14 NwAkd 01111M OMourw YMv#d US to GPM FIX BYdwdC ONCI: MUN YOVIOPO ;1TM Ewik UW1rM i 1W1 wde r.wr D &W eyd W M -i Y�Md�dAwrdlWl Renewal I Previous PO#P01800870598 eXpires 8l1e12017 min" usomma ! 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