HomeMy WebLinkAboutContract 54769-AD1 CSC No. 54769-AD1
ADDENDUM TO SOFTWARE MAINTENANCE AGREEMENT
BETWEEN
THE CITY OF FORT WORTH
AND
THE COMPUTER SOLUTIONS COMPANY OF VIRGINIA, LLC
This Addendum to the Software Maintenance Agreement ("Addendum") is entered into
by and between The Computer Solution Company of Virginia, LLC (also known as Forensic
Advantage®Systems) ("Vendor") and the City of Fort Worth ("City"), collectively the "parties",
for software system maintenance services.
The Contract documents shall include the following:
1. The Software Maintenance Agreement; and
2. This Addendum.
Notwithstanding any language to the contrary in the attached Statement of Work (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. 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. In the event no funds or insufficient funds are
appropriated by City in any fiscal period for any payments due hereunder, City will
OFFICIAL RECORD
Addendum CITY SECRETARY Page 1 of
FT. WORTH, TX
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 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.
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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. 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 I § 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 $100,000, this section does not apply. Vendor acknowledges that in accordance with
Chapter 2270 of the Texas Government Code, City is prohibited from entering into a contract
with a company for goods or services unless the contract contains a written verification from the
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company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the
contract. The terms "boycott Israel" and "company" shall have the meanings ascribed to those
terms in Section 808.001 of the Texas Government Code. By signing this Addendum, Vendor
certifies that Vendor's signature provides written verification to City that Vendor: (1) does not
boycott Israel; and(2) will not boycott Israel during the term of the Agreement.
14. Right to Audit. Vendor agrees that City shall, until the expiration of three (3)
years after final payment under the Agreement, have access to and the right to examine any
directly pertinent books, documents, papers and records of Vendor involving transactions
relating to the Agreement. Vendor agrees that City shall have access during normal working
hours to all necessary Vendor facilities and shall be provided adequate and appropriate
workspace in order to conduct audits in compliance with the provisions of this section. City shall
give Vendor reasonable advance notice of intended audits.
(signature page follows)
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ACCEPTED AND AGREED:
CITY:
City of Fort Worth Contract Compliance Manager:
By signing I acknowledge that I am the person
responsible for the monitoring and administration
\/u�rr►�-i" of this contract,including ensuring all performance
By: Valerie Washington(Nov2,202010:27CST) and reporting requirements.
Name: Valerie Washington
Title: Assistant City Manager
Nov 2 2020 1k-A 1'$°-
Date: By: Mark Deboer(Oct 26,202012:11 CDT)
Name: Mark Deboer
Approval Recommended: Title: Interim Assistant Director,IT Solutions
Approved as to Form and Legality:
By:
Name: Kevin Gunn -1g LfJ=
Title: Director,IT Solutions By: JB Strong(Nov ,202O16:40CST)
a440�n
o .....Uo�o Name: John B. Strong
Attest: p}o° °pro Title: Assistant City Attorney
�45ggd Contract Authorization:
By: M&C: NA
Name: Mary J. Kayser
Title: City Secretary
VENDOR:
The Computer Solution Company of Virginia,
LLC
By:
Name: BI r on
Title: Executive Vice President
Date: September 30, 2020
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
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