HomeMy WebLinkAboutContract 52824-AD1 O CITY SECRETARY —
���' CONTRACT NO. 4_
�ell� P� ADDENDUM TO AUTHORIZED PROVIDER AGREEMENT
BETWEEN
�c� s THE CITY OF FORT WORTH AND
THE AMERICAN NATIONAL RED CROSS
This Addendum to the Authorized Provider Agreement is entered into by and between the
CITY OF FORT WORTH ("City"), a Texas home rule municipal corporation, acting by and through
Jesus J. Chapa, its duly authorized Assistant City Manager, and the AMERICAN NATIONAL RED
CROSS("Licensor"), a Corporation that is a federally chartered instrumentality of the United States,and
acting by and through Todd St. Clair, its duly authorized Regional Sales Manager, each individually
referred to as a"party"and collectively referred to as the"parties,"for the licensing of health and safety
training content by City from Licensor.
The Contract documents shall include the following:
1. Authorized Provider Agreement; and
2. Appendix A, Contact Information;and
3. Appendix B, Courses, Equipment,Material and Fees; and
4. Appendix C,Training Locations;and
5. Appendix D, Red Cross Training Provider Resource Guide; and
6. This Addendum.
Notwithstanding any language to the contrary in the attached Authorized Provider
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. This Agreement shall become effective upon the signing of the Agreement
(the "Effective Date") by both parties and shall last for three (3) years after the Effective Date,
unless terminated earlier in accordance with the provisions of the Agreement or otherwise
extended by the parties(Initial Term).
2. Termination.
a. Convenience. Either City or Licensor 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 (if the breach is reasonably curable) 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.Ifthe breaching party fails to cure the breach
within the stated period of time, the non-breaching party may, in its sole discretion, and
OFFICIA..P. RECORD
Addendum to Authorized Provider Agreement
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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
Licensor 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 Licensor for Courses actually
undertaken up to the effective date of termination and City and Licensor shall continue to
perform in accordance with the Agreement up to the effective date of termination. Upon
termination of the Agreement for any reason,Licensor shall provide City with copies of all
completed or partially completed documents prepared under the Agreement. In the event
Licensor has received access to City information or data as a requirement to perform
services hereunder, Licensor shall return all City provided data to City in a machine
readable format or other format deemed acceptable to City.
3. Compensation. City shall pay Licensor in accordance with the provisions of this
Agreement and Appendix`B." Total payment made under this Agreement for the Initial Term,or
any subsequent Renewal Periods, by City shall be in an amount not to exceed Nine-Thousand
Dollars and 00/100 Dollars($9,000.00) per year.City shall not engage in training activities that
would cause it to exceed said amount, and shall immediately suspend its training activities under
this Agreement once it has incurred aggregate Course fees that equal said amount. Licensor shall
not provide any additional licenses or bill for expenses incurred for City not specified by this Agreement
unless City requests and approves in writing the additional costs for such licenses or expenses. City shall
not be liable for any additional expenses of Licensor not specified by this Agreement unless City first
approves such expenses in writing.
4. 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 terns and any such terms are hereby
deleted from the Agreement and shall have no force or effect.
5. 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 terns are hereby deleted from the Agreement and shall have
no force or effect.
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.
Addendum to Authorized Provider Agreement Page 2 of 5
7. Indemnity. To the extent the Agreement requires City to indemnify or hold
Licensor 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.
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 Licensor. It will be the
responsibility of Licensor 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. Licensor 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, Licensor shall provide
City with copies of all 1-9 forms and supporting eligibility documentation for each employee who
performs work under this Agreement. Licensor 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
Licensor employee who is not legally eligible to perform such services. LICENSOR SHALL
INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES,LIABILITIES,
OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY LICENSOR, LICENSOR'S
EMPLOYEES, SUBCONTRACTORS,AGENTS,OR LICENSEES.City, upon written notice to
Licensor, shall have the right to immediately terminate this Agreement for violations of this
provision by Licensor.
12. No Boycott of Israel. Licensor 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, Licensor certifies that
Licensor's signature provides written verification to City that Licensor: (1) does not boycott
Israel; and(2)will not boycott Israel during the term of the Agreement.
Addendum to Authorized Provider Agreement Page 3 of 5
13. Right to Audit. .Licensor 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 Licensor involving transactions relating to the
Agreement. Licensor agrees that City shall have access during normal working hours to all
necessary Licensor facilities and shall be provided adequate and appropriate workspace in order
to conduct audits in compliance with the provisions ofthis section.City shall give Seller reasonable
advance notice of intended audits.
(signature page follows)
Addendum to Authorized Provider Agreement Page 4 of 5
Executed this the 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: Jesus J.Chapa
Title: Assistant City Manager
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Date: By: /
Approval Recommend tie: �a44
Approved as to Form and Legality:
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By:
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Title: By:
Name: Thomas R.Hansen
Attest: Title: Assistant City Attorney
Contract Authorization:
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By: /1
Name:
Title: City ecr � • r d fy'
LICENSOR:
The American National Red Crdkti� Vr;.?„
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Name:
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Date:
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Addendum to Authorized Provider Agreement Page 5 of 5