HomeMy WebLinkAboutContract 52636 CITY SECRETARY
CONTRACT NO..
ADDENDUM TO TERMS OF AGREEMENT
BETWEEN
THE CITY OF FORT WORTH
AND
ORGANIZATION DESIGN & DEVELOPMENT, INC.
This Addendum to the terms of agreement ("Addendum") is entered into by and between
the Organization Design & Development, Incorporated ("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 Terms of Agreement
2. The Purchase Order and
3. This Addendum
Notwithstanding any language to the contrary in the attached terms of Purchase Order and
Terms of Use (collectively, 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:
4: Term. The Agreement shall become effective upon the signing of the Agreement
by an Assistant City Manager of the City(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,.onewe l
fe r- - (::—) of renewals at City's option, eaeh a "Renewal Teffn." City shall pr-evide Vende
with lwiftein et;ee..fits ;,,tort tor-enew t least diif y(30) daysprior-to the end of oaeb to...,,
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 hereunde ,
OFFICIAL RECORD
Addendum ILI FY WIRRIARY
FT. WORTH,TX
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 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 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. Linked Terms and Conditions. If the Agreement contains a website link to terms
and conditions,the linked terms and conditions located at that website link as of the effective date
of the Agreement shall be the linked terms and conditions referred to in the Agreement. To the
extent that the linked terms and conditions conflict with any provision of either this Addendum or
the Agreement, the provisions contained within this Addendum and the Agreement shall control.
If any changes are made to the linked terms and conditions after the date of the Agreement, such
changes are hereby deleted and void. Further, if Vendor cannot clearly and sufficiently
demonstrate the exact terms and conditions as of the effective date of the Agreement, all of the
linked terms and conditions are hereby deleted and void.
6. 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.
Addendum Page 2 of 5
7. 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.
S. 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.
9. 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.
10. 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.
11. 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.
12. Immigration Nationality Act. Vendor shall verify the identity and employment
eligibility of its employees who perform work under this Agreement, including completing the
Employment Eligibility Verification Form(I-9). Upon request by City,Vendor shall provide City
with copies of all I-9 forms and supporting eligibility documentation for each employee who
performs work under this Agreement. Vendor shall adhere to all Federal and State laws as well as
establish appropriate procedures and controls so that no services will be performed by any Vendor
employee who is not legally eligible to perform such services. VENDOR SHALL INDEMNIFY
CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES, LIABILITIES, OR
LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY VENDOR, VENDOR'S
EMPLOYEES,SUBCONTRACTORS,AGENTS,OR LICENSEES.City,upon written notice
to Vendor, shall have the right to immediately terminate this Agreement for violations of this
provision by Vendor.
13. No Boycott of Israel. If Vendor has fewer than 10 employees or the Agreement is
for less than$100,000, this section does not apply. 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
Addendum Page 3 of 5
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.
14. 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
conduct audits in compliance with the provisions of this section.City shall give Vendor reasonable
advance notice of intended audits.
(signature page follows)
Addendum Page 4 of 5
ACCEPTED AND AGREED:
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: "06� performance and reporting requirements.
Name: Fernando Costa
Title: Assistant City Manager p Date: _ / By: P,4 V'7� 6-L—�
Name: Cristi emon
Approval Recommended: Title: Performance Administrator
Approved as to Form and Legality:
By:
Name: Lynda J hnson
Title: Chief Performance Officer By:
Name: J B. Strdng
Attest: Title: Assistant City A rney
Contract Authorization:
B Of
-M&C: N/A
y• ye(f xe
Name: ary Kayse
Title: City Secretary :C-)
. .. ............ �S c'
VENDOR:
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Organization Design & Development, Inc.
DBA HRDQ
By.
Name:
ara in mon
Title: Business Development Manager
Date: 8/5/2019
OFFICIAL RECORD
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ProForma Invoice
June 5,2019
Reference#:ZZ-1769sc
Customer Information Shipping Information
Shane Zondor Shane Zondor
City of Fort Worth City of Fort Worth
200 Texas Street 200 Texas Street
Fort Worth,TX 76102 Fort Worth,TX 76102
817-392-7739 Shane.zondor@forthworthtexas.gov 817-392-7739
No Shipping$0.00
Order Items
City Id Description Unit Price Total
1 2700E1 ULT Reproducible Training Library Complete Collection $7,999.00 $7,999.00
Less than 10,000
Subtotal: $7,999.00
Coupon RTLcc50off: -$3,999.50
Balance Due:$3,999.50
Payment Terms
We accept most credit cards, including Visa, MasterCard,American Express,and Discover. Orders
under$1,000 require prepayment. Checks should be made payable to HRDQ and sent to the
address below with a copy of this Proforma Invoice.The order will ship once payment is received.
Orders$1,000 or more may be invoiced with an accompanying Purchase Order and are subject to
credit approval. Payment terms are Net 30 days from date of invoice. Invoices open beyond 30
days are subject to a 1.5%finance charge and/or collection fees. Invoices that have been billed
and then subsequently paid by credit card will be charged a 3.5%surcharge. HRDQ reserves the
right to withhold a new shipment when accounts remain overdue.
At this time,we do not have the ability to accept purchase orders. There will be at least a one
week delay for this functionality to be up and runnining on our new website. We appreciate your
patience.
Our Taxpayer ID is 23-2039609.
827 Lincoln Ave., Unit B-10,West Chester, Pa 19380
Phone: 800-633-4533 1 Fax:610-279-0524 1 www.hrdgstore.com 1