HomeMy WebLinkAboutContract 54583-AD1 CSC No.54583-AD1
ADDENDUM TO THE LICENSE SERVICES AGREEMENT
BETWEEN
THE CITY OF FORT WORTH
AND
CALLYO 2009 CORP
This Addendum to the Statement of Work ("Addendum") is entered into by and between
Callyo 2009 Corp ("Vendor") and the City of Fort Worth ("City"), collectively the "parties", for
the Drone Video Licenses.
The Contract documents shall include the following:
1. The License & Service Agreement; and
2. The Callyo Terms of Use and Service; and
3. Proposal#R185223 ("Quote"); and
4. This Addendum
Notwithstanding any language to the contrary in the attached License & Service
Agreement, Callyo Terms of Use and Service, and Proposal #R185223 (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:
1. 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 renewed
for an unlimited number of renewals at the mutual agreement of the Parties, each a "Renewal
Term."City shall provide Vendor 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 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.. The Terms of Breach shall be governed by the Vendor's Licensing
Agreement and Terms of Service.
C. Fiscal Funding. In the event no funds or insufficient funds are
appropriated by City in any fiscal period for any payments due hereunder, City will notify
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
Addendum Page I of 6
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, and upon request
by City, Vendor shall provide City with copies of all completed or partially completed
documents prepared under the Agreement, if any such documents exist. 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. City shall have access to their data stored
through Vendor for thirty(30) days following termination or expiration of the contract.
3. Attorneys' Fees, Penalties, and Liquidated Damages. Neither party shall pay
attorney's fees or costs in the event of litigation arising from or relating to this contract.
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. Any changes or amendments to the linked terms shall be
approved by written addendum by both parties. 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 6
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.
8. Limitation of Liability and Indemnity.
a. Responsibility For Own Actions. To the extent governed by applicable state
law, each party will be responsible for its own acts and results arising from
those actions, and shall not be responsible for the acts of the other party any
results arising from those actions.
b. Assumption of Risk: Liability Only for Own Actions. To the extent the
Agreement, in any way, 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. Each party agrees,to the extent allowable by law,that it will
assume all risk and liability to itself and its agents and employees for any cause
of action resulting from any operations or conduct of its agents or employees
under this Agreement.
c. LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT
PERMITTED BY APPLICABLE LAW, THE ENTIRE LIABILITY OF THE
PARTIES AND THEIR REPRESENTATIVES FOR ALL CLAIMS ARISING
FROM OR RELATING TO THE USE OF THE WEBSITE, APPLICATIONS
OR SERVICES SHALL BE LIMITED TO NO MORE THAN THREE (3)
TIMES THE VALUE OF THE PURCHASE PRICE OF THE LICENSING &
SERVICES AGREEMENT.
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. City shall take efforts to avoid disclosure of
proprietary information, law enforcement sensitive information, or other information that may
jeopardize a criminal investigation or disclose techniques, procedures or guidelines for law
enforcement investigations or prosecutions.
Addendum Page 3 of 6
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
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 6
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
By: Valerie Washington(Sep 30,202016:50 ensuring all performance and reporting
Name: Valerie Washington requirements.
Title: Assistant City Manager
Date: Sep 30,2020
By. Mark Deboer(Sep 28,202015:10 CDT)
Approval Recommended: Name: Mark Deboer
Title: Interim Assistant Director,IT
Solutions
K�
By: Approved as to Form and Legality:
Name: Kevin Gunn ba4oaan�
Title: Director,IT Solutions � FgRr
Attest: �P� o*� By: JB Strong(Sep 3 , 02015:35 CDT)
d
aB�aEXASaAp Name: John B.Strong
for Ronald P. Gonzalos Title: Assistant City Attorney
By. for Ronald P.Gonzales(Sep 30,202016:55 CDT)
Name: Mary J.Kayser Contract Authorization:
Title: City Secretary M&C: NA
VENDOR:
Callyo 2009 Corp
Name: Ak a- e4tfAM i y�n N't: sad
Title: V#WI N brM i s,l; D,� Conte
Date: 2Z 2 6
OFFICIAL RECORD
CITY SECRETARY
FT.WORTH,TX
Addendum Page 6 of 6
"&e9jCP0 PROPOSAL #R185223
Billing Address: Callyo 2009 Corp. Fort Worth Police Department-Main
200 2nd Avenue S.#143
St. Petersburg, FL 33701
TIN: 27-5470905
DUNS: 969239529
Account Manager: DeeDee Kellett Proposal Created: May 1st, 2020
Phone: 469-425-2000 Valid Until:July 30th, 2020
Performance Period: 10/1/2020—9/30/2021
Email: deedee@callyo.com
Description Months Unit Price Quantity Total
Basic System 12 $50.00 1 $600.00
Callyo Lines 12 $15.00 15 $2,700.00
Callyo Pro 12 $20.00 1 $240.00
Additional Unit Groups 12 $40.00 1 $480.00
10-21 Flight(1 License) 12 $100.00 1 $1,200.00
10-21 Video Licenses 12 $29.00 5 $1,740.00
This is not an invoice Total: $6,960.00
Engineered, hosted,sold,and supported entirely in the United States by US Citizens.
Callyo is an equal opportunity workplace, proudly employing our veterans and former law enforcement.
GovTech Callyo is listed as one of the top 100 government technology companies in the world.
100 Headquarters Carson City, NV. Offices St. Petersburg, FL&Washington, DC.
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