HomeMy WebLinkAboutContract 55711DocuSign Envelope ID: 7BE7E103-1422-4370-A7C2-37D25AD5B8EC
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Professional Services Agreement
PROFESSIONAL SERVICES AGREEMENT
CSC No. 55711
THIS PROFESSIONAL SERVICES AGREEMENT ("AgreemenY'), made effective as of April 5, 2021, is entered into by and between
City of Fort Worth, Texas ("ClienY'), with principal place of business at 200 Texas St, Fort Worth, TX 76102, and Innovative Emergency
Management, Inc. ("IEM"), a corporation organized and existing under the laws of the State of Louisiana, with its principal place of
business at 2801 Slater Road, Suite 200, Morrisville, North Carolina, 27560-8477. The Client and IEM are hereinafter referred to
individually as a"Party" and collectively as the "Parties."
WHEREAS, the Client desires to obtain the professional services of IEM in connection with the services as described in Schedule A
of this Agreement; ("Work") and
WHEREAS, IEM has represented to the client that it is qualified and capable of providing such services in a competent and
professional manner; and
WHEREAS, the Client desires to contract with IEM to provide such services and IEM desires to provide such services to the Client
under the terms and conditions of this Agreement.
NOW, THEREFORE, in consideration of these premises and of the mutual covenants and agreements herein contained, and for other
good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereby agree as follows.
1. Definitions. As used herein, the following terms shall have the meanings set forth below.
1.1. Person. "Person" means any natural person, corporation, limited liability company, association, cooperative, partnership,
trust, estate, joint venture, or any other legal entity, including a governmental authority or agency.
1.2. Representative. "Representative" means a Party's employee, officer, director, manager, agent, or professional advisor.
1.3. Third Partv. "Third Party" means a Person that is not a Party to this Agreement.
1.4. Deliverables. "Deliverables" shall mean all work products, whether tangible or intangible, in any format and whether or not
copyrightable or patentable, that are delivered to the Client by IEM pursuant to this Agreement or in performance of the
Work thereunder.
2. Term. This Agreement shall commence as of April 9, 2021 and shall continue until July 9, 2021 (the "Term"), unless sooner
terminated in accordance with the provisions of this Agreement. The Term may not be altered, modified, or amended, in whole
or in part, except in writing signed by duly authorized Representatives of both Parties.
Termination.
3.1. Termination for Default. If either Party materially defaults in the performance of, or materially fails to perform, any of its
material obligations under this Agreement, the non-defaulting Party shall have the right to terminate this Agreement fifteen
(15) business days after giving written notice to the breaching party reasonably describing the breach, if the breaching
party fails to cure the breach to the non-defaulting party's reasonable satisfaction within such fifteen (15) business day
period. In the event of termination for default, IEM shall be entitled to payment for Work in progress, to the extent the Work
has been pertormed satisfactorily.
3.2. Termination for Convenience. Either Party may terminate this Agreement for convenience upon the giving of ninety (90)
calendar days written notice to the other Party of its intention to terminate. In the event of termination for convenience, IEM
shall be entitled to payment for Work in progress, to the extent the Work has been performed satisfactorily.
Compensation.
4.1. Fees and Expenses (Firm Fixed Price). The Client shall pay to IEM for services rendered a fixed price of $49,944.26 ("Firm
Fixed Price") under the payment schedule specified in Schedule A of this Agreement. The Firm Fixed Price shall be
considered inclusive of wages; materials; travel; all indirect loadings such as overhead, general, and administrative
expenses; taxes; and profit.
4.2. Itemized Statements. IEM shall submit to the Client itemized statements of fees and incurred expenses in a form
satisfactory to the Client. Statements shall be submitted to the Client at the following address:
Via Electronic Communication:
justi n.cox@fortworthtexas.gov
4.3. Pavment of Fees and Expenses. Fees and incurred expenses shall be paid to IEM within thirty (30) calendar days of
delivery of an itemized statement to the Client.
5. Enqaaement.
5.1. Aqreement to Perform Services. IEM agrees to perform the Work for the Client.
5.2. Coordination and Proqress Reportinq. IEM and the Client shall develop appropriate administrative procedures for
coordinating with each other and reporting progress.
5.3. Methods and Means of Performinq Work. IEM shall perform the Work in an honest, confidential, efficient, prompt,
economical, skillful, and careful manner. IEM shall have the right to determine the order, sequence, method, manner,
details, and means of performing the services.
OFFICIAL RECORD
REVISED 01/2020
CITY SECRETARY
FT. W4RTH, TX
DocuSign Envelope ID: 7BE7E103-1422-4370-A7C2-37D25AD5B8EC
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PROFESSIONAL SERVICES AGREEMENT
5.4. Work Location. IEM shall perform the Work primarily at IEM's location or locations, except when such projects or tasks
require IEM to travel off-site or to the ClienYs location or locations.
5.5. Tools and Materials. IEM shall provide the tools and materials necessary to perform the Work.
5.6. Client Furnished Information or Resources. The Client shall provide appropriate personnel for consultation, as required,
and access to relevant facilities and material that are reasonably necessary for IEM's performance under this Agreement.
IEM shall be entitled to rely upon any Client furnished information, material, or resources without independent verification,
unless otherwise provided for herein. In the event that the performance of IEM under this Agreement is delayed due to the
failure of the Client to provide necessary and appropriate information, material, or resources that are reasonably necessary
for IEM's performance, appropriate adjustments to the delivery schedule shall be made and such a delay shall not
constitute a material breach of this Agreement.
5.7. Inspection and Acceptance of Deliverables. The ClienYs acceptance of a Deliverable shall be deemed to have occurred
upon successful completion of testing and acceptance of the same by the Client. Notwithstanding the foregoing, a
Deliverable shall be deemed accepted by the Client if not rejected in writing to IEM within ten (10) business days of the
delivery of said Deliverable to the Client.
6. Independent Contractor.
6.1. Nature of Relationship. It is the intention of the Parties that IEM be an independent contractor and not an employee, agent,
or partner of the Client. Nothing in this Agreement shall be interpreted or construed as creating or establishing the
relationship of employer and employee; co-employee; partnership; principal and agent; orjoint venture between the Client
and IEM. In addition, the Parties acknowledge that neither Party has, or shall be deemed to have, the authority to bind the
other Party in any way.
6.2. Non-exclusivity. IEM shall retain the right to perform the same or similar services for others during the Term of this
Agreement.
6.3. Subcontractors. IEM may enter into subcontracts with Third Parties for the performance of any part of the Work. IEM shall
remain the ClienYs sole point of contact for all subcontractor work.
7. Technical Representative. Regarding technical matters relating to this Agreement, the Parties hereby appoint the below-listed
representatives. The ClienYs Technical Representative, or his/her duly authorized designee, is authorized to issue technical
direction to IEM. Such direction may include instructions that provide details regarding, or otherwise clarify, the Work. This
direction shall not constitute new assignments, or changes, modifications, or amendments, which justify any change to the
Agreement terms and conditions, or price.
FOR IEM:
Krista Houk
2801 Slater Road, Suite 200
Morrisville, NC 27560
917-960-1009 [Voice]
Krista.Houk@iem.com [E-mail]
FOR CLIENT:
Maribel Martinez-Mejia
200 Texas St
Fort Worth, TX 76102
817-392-6173 [Voice]
817-392-6180 [Fax]
Maribel.martinez@fortworthtexas.gov [E-mail]
8. Confidentiallnformation.
8.1. Definitions. For the purposes of this Agreement, "Confidential Information" shall mean any information that is treated as
confidential by a Party, including without limitation trade secrets, technology, information pertaining to business operations
and strategies, and information pertaining to customers, pricing, and marketing. Confidential Information shall not include
information that: (a) is already known to the Party receiving or acquiring it, directly or indirectly, under this Agreement
("Receiving Party") without restriction on use or disclosure prior to receipt of such information from the Party disclosing
Confidential Information under this Agreement ("Disclosing Party"); (b) is or becomes generally known by the public other
than by breach of this Agreement by, or other wrongful act of, the Receiving Party; (c) is developed by the Receiving Party
independently of, and without reference to, any Confidential Information of the Disclosing Party; or (d) is received by the
Receiving Party from a Third Party who is not under any obligation to the Disclosing Party to maintain the confidentiality of
such information.
8.2. Oblipations of the Parties. The Receiving Party agrees that it: (a) shall treat the Confidential Information as confidential
and shall take reasonable precautions to prevent unauthorized disclosure or use of the Confidential Information, such
precautions taken being at least as great as the precautions taken to protect its own proprietary information (but in no case
less than reasonable care); (b) shall not disclose the Confidential Information to any Third Party without the Disclosing
Party's prior written authorization; (c) shall not use the Confidential Information except for the purpose of providing services
or fulfilling obligations under this Agreement; (d) shall promptly return the Confidential Information to the Disclosing Party
upon request and upon expiration or termination of this Agreement; and (e) shall limit disclosure of Confidential Information
to those Persons requiring such disclosure to perform services under this Agreement. The Receiving Party acknowledges
that any violation of this Section 8 shall result in irreparable injury to the Disclosing Party and thus if the Receiving Party
should breach or threaten to breach any provision of this this Section 8, the Disclosing Party shall be entitled, in addition
to any other remedies it may have at law or in equity, to a restraining order, injunction, specific performance or other similar
remedy in order to enforce this Agreement without the posting of bond.
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PROFESSIONAL SERVICES AGREEMENT
8.3. Required Disclosure.
8.3.1. Notwithstanding the foregoing restrictions on disclosure, this Agreement shall not preclude the disclosure of
Confidential Information if:
8.3.1.1. Such disclosure is required by law or legal process ("Legal Order");
8.3.1.2. Such disclosure is required by the U.S. Government; or
8.3.1.3. The Proposed Transaction requires such disclosure, and the Disclosing Party consents in writing prior to such
disclosure (which consent shall not be unreasonably conditioned, withheld, or delayed).
8.3.2. Regarding a disclosure pursuant to Section 8.3.1.1 of this Agreement, the Receiving Party required to disclose shall
give prompt, prior notice to the Disclosing Party (to the extent permitted by the Legal Order) and, at the request and
expense of the Disclosing Party, shall reasonably cooperate with the Disclosing Party to obtain a protective order or
other form of confidential protection, if available. If, after providing such notice and assistance as required herein,
the Receiving Party remains subject to the Legal Order to disclose any Confidential Information, the Receiving Party
(or its Representatives or other persons to whom the Legal Order is directed) shall limit the disclosure to only those
portions of the Confidential Information required by the Legal Order.
8.3.3. Regarding a disclosure pursuant to Section 8.3.1.2 of this Agreement, the Receiving Party required to disclose shall
give prompt, prior notice to the Disclosing Party and the Confidential Information must be disclosed with any original
restrictive legends and such other markings as may be required under U.S. Government regulations to preserve its
proprietary nature and the Disclosing Party's rights therein.
8.3.4. Regarding a disclosure pursuant to Section 8.3.1.3 of this Agreement, the Receiving Party required to disclose shall
give prompt, prior notice to the Disclosing Party of the required disclosure.
8.4. Survival of Obliqations. The Parties' obligations under the terms of this Section 8 shall survive the termination or expiration
of this Agreement for a period of three (3) years.
9. Non-Solicitation. During the term of this Agreement and for a period of one (1) year thereafter, neither Party shall, directly or
indirectly, in any manner solicit or induce for employment any individual who is then in the employment of the other Party. A
general advertisement or notice of a job listing or opening or other similar general publication of a job search or availability to fill
employment positions, including on the Internet, shall not be construed as a solicitation or inducement for the purposes of this
Section 9, and the hiring of any such employees or independent contractors who freely respond thereto shall not be a breach of
this Section 9.
10. Works for Hire; Ownership. Upon payment in full of all monies owed to IEM, the Client shall own all rights, title, and interest in
and to all Deliverables. Ownership does not extend to copyrighted or proprietary information, or to other data in IEM's lawful
possession prior to execution of this Agreement.
11. Costs and Expenses. Except as otherwise provided for in this Agreement, each Party shall bear all costs and expenses incurred
by it in complying with this Agreement.
12. Limitation of Liabilitv. IEM's liability to the Client for any cause whatsoever shall be limited to the purchase price paid to IEM for
the products and/or services that are the subject of the ClienYs claim. In no event shall either Party be liable to the other or to
any Third Party for any loss of use, revenue or profit or for any consequential, incidental, indirect, exemplary, special or punitive
damages whether arising out of breach of contract, tort (including negligence) or otherwise, regardless of whether such damage
was foreseeable and whether or not such party has been advised of the possibility of such damage. Notwithstanding the
foregoing, nothing herein shall limit either party's liability under Sections 8 or Error! Reference source not found. of this
Agreement.
13. Choice of Lanquaqe; Choice of Law. All documentation, correspondence, and communications relating to this Agreement shall
be made in the English language. This Agreement, and any dispute or controversy arising out of or relating to this Agreement,
shall in all respects be governed by and construed according to the laws of the State of North Carolina, without giving effect to
any principles of conflict of law or choice of law of such State or any other jurisdiction.
14. Force Maieure. If at any time during the existence of this Agreement, any Party is unable to perform whole or in part any obligation
under this Agreement because of war; hostility; military operations of any character; civil commissions; sabotage; quarantine
restrictions; acts of government; fire; floods; explosions; epidemics; strikes or other labor trouble embargoes; and any other
matter beyond human control/capability, then the date of any obligation shall be postponed during the time which such
circumstances are operative.
15. Severabilitv. If any part or provision of this Agreement is, for any reason, held by a court of competent jurisdiction to be invalid,
illegal, or unenforceable, then such part or provision shall be severable from this Agreement, shall not affect any other part or
provision of this Agreement, and this Agreement shall be construed as if such invalid, illegal, or unenforceable part or provision
had never been contained herein. The remaining part or provisions hereof shall remain effective and fully enforceable to the
maximum extent permitted by law.
16. No Waiver. The waiver by any Party hereto of any default hereof or of any breach of any covenant, agreement, or condition
contained herein shall not be construed to constitute a waiver of any other default or breach hereof, similar or otherwise. No
waiver of this Agreement or any portion thereof shall be binding upon any Party unless made in writing signed by a duly authorized
Representative of such Party, and no failure or delay in enforcing any right shall be deemed a waiver.
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PROFESSIONAL SERVICES AGREEMENT
17. Notices. All notices authorized or required to be given pursuant to this Agreement shall be in writing and either delivered by hand;
mailed by registered or certified first class mail, postage prepaid; or sent by electronic communication as follows:
TO IEM:
IEM
ATTN: Contract Management
2801 Slater Road, Suite 110
Morrisville, NC 27560
(919)990-8191
contracts(a�iem.com
TO CLIENT:
200 Texas St
Fort Worth, TX 76102
817-392-6170
j ustin.cox@fortworthtexas. gov
With a copy to the City Attorney at the same address
Any such notice shall be deemed to have been given and received, if delivered or sent by electronic communication, on the day
on which it was delivered or sent and, if mailed, on the fifth (5th) business day following the day it was mailed, subject to the
provisions of Section 14 of this Agreement. Any electronic communication sent after 3:00 p.m. Eastern Time shall be deemed to
have been sent at 9:00 a.m. Eastern Time on the following business day.
18. Parties in Interest; No Assiqnment. This Agreement is solely for the benefit of the Parties, and shall not be deemed to confer
upon or give to any Person any remedy, claim of liability or reimbursement; cause of action; or other right. This Agreement shall
be binding on the Parties and their respective successors and permitted assigns. No Party may assign, transfer, or delegate its
rights or obligations contained herein without the prior written consent of the other Parties, which consent shall not be
unreasonably conditioned, withheld, or delayed. Any change of control of a Party shall be deemed an assignment of this
Agreement that requires the prior written consent of the other Parties. For the purposes of this Agreement, "change of control"
means any merger; consolidation; sale of all or substantially all of the assets; or sale of a substantial block of stock of a Party.
19. Headinqs; Construction. The headings in this Agreement are for convenience of reference only and shall not in any way define,
limit, or describe the scope or intent of any provisions or sections of this Agreement. The Parties have negotiated the provisions
of this Agreement and this Agreement shall be deemed to have been drafted by all Parties hereto.
20. Entire Aqreement; Amendments. This Agreement, including all attachments hereto, reflects the complete understanding between
the Parties regarding the subject matter hereof and constitutes their entire agreement, superseding all prior negotiations,
representations, agreements, understandings, and statements, whether oral or written, regarding the subject matter hereof. This
Agreement may not be altered, modified, or amended, in whole or in part, except in writing signed by duly authorized
Representatives of each Party. No statement by any Representative of any Party may be construed as amending this Agreement
in any way.
21. Method of Execution. This Agreement may be executed in multiple counterparts, each of which together shall be deemed an
original, but all of which together shall constitute one and the same instrument. In the event that any signature is delivered by
facsimile transmission or by electronic mail delivery of a file in Portable Document Format (PDF), such signature shall create a
valid and binding obligation of the Party executing (or on whose behalf such signature is executed) with the same force and effect
as if such signature page were an original thereof.
IN WITNESS WHEREOF, each Party represents that it has read this entire Agreement, comprising 6 pages (including Schedule A),
and agrees to perform in accordance with the terms and conditions contained herein. Each Signatory to this Agreement warrants by
affixing his or her signature below that he or she is duly authorized to bind the Party whom such Signatory represents.
FOR CLIENT:
uqlerie wAshivr tovr
Valerie Washington (May 1, 202108:51 CDT)
Valerie Washington
Assistant City Manager
May 13, 2021
Date
FOR IEM:
DocuSigned by:
�Yi.�, �',�h•-Mi.�,
/ J
Ryan usman
Manager of Contract Administration
5/11/2021
Date
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
REVISED 01/2020 PAGE 4 OF 6
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1. Backqround
PROFESSIONAL SERVICES AGREEMENT
SCHEDULE A: SCOPE OF SERVICES
Winter Weather After-Action Project
The City of Fort Worth is the fifth largest city in the state of Texas and the 13�h largest city in the United States. The Fort Worth Office
of Emergency Management is the coordinating agency for emergency and disaster services for the City of Fort Worth, working with
all city departments and other partner agencies to ensure the city is prepared for and able to respond to all forms of disasters and
emergencies.
In February 2021, the Fort Worth area along with the majority of the state, experienced an unprecedented winter storm that resulted
in long widespread power outages and water main/line breaks that contributed to widespread water shortages. The City of Fort Worth
took action to respond to the numerous needs across the city ranging from activating numerous warming/shelter centers, transporting
individuals with medical special needs to refuges with power connectivity, coordinating food and water deliveries, assisting with post-
storm recovery, and maintaining key essential functions.
2. Proiect
Complete an after-action report (AAR) with accompanying recommendations for improvement within ninety (90) days of project
initiation to cover, at a minimum, the following areas:
(1) Decision making around service levels and key essential services.
(2) Coordination in the Joint Emergency Operations Center and amongst all community and external partners.
(3) Key critical facility infrastructure failures and priority of hardening/mitigating recommendations for future disasters.
(4) The patient tracking and family reunification center for the February 11 MCI incident on I-35.
(5) Sheltering and warming center operations.
(6) Recovery coordination and ability to provide resources to impacted individuals in the community.
(7) Messaging and public information on behalf of the City of Fort Worth.
Review should include:
(1) Interviews and meetings with key City of Fort Worth departments.
(2) Documentation review
(3) Communications review
(4) Process mapping
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ADDENDUM TO PROFESSIONAL SERVICES AGREEMENT
BETWEEN
THE CITY OF FORT WORTH
AND
INNOVATIVE MANAGEMENT INC.
This Addendum to Professional Services Agreement with Innovated Emergency
Management Inc. ("Addendum") is entered into by and between Innovated Emergency
Management Inc. ("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 Professional Services Agreement with Innovated Emergency Management Inc.; and
2. This Addendum.
Notwithstanding any language to the contrary in the attached Professional Services
Agreement with Innovated Emergency Inc. (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 April 9, 2021 (the `Bffective
Date") and shall expire on July 9, 2021 (the Expiration Date"), unless terminated earlier in
accardance with the provisions of the Agreement or otherwise extended by the parties. 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 Out. In the event no funds ar insufficient funds are
appropriated by City in any fiscal period for any payments due hereunder, City will notify
Vendar of such occurrence and the Agreement shall terminate on the last day of the fiscal
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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 Dama�es. 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. Soverei�n ImmunitX. 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 Liabilitv 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. IP Indemnification. Vendor agrees to indemnify, defend, settle, or pay, at its
own cost and expense, including the payment of attorney's fees, any claim or action against
the City for infringement of any patent, copyright, trade mark, service mark, trade secret,
or other intellectual property right arising from City's use of the Deliverable(s), or any part
thereof, in accordance with this Agreement, it being understood that this agreement to
indemnify, defend, settle or pay shall not apply if City modifies or misuses the
Deliverable(s). So long as Vendor bears the cost and expense of payment for claims or actions
against the City pursuant to this section 8, Vendor shall have the right to conduct the defense
of any such claim or action and all negotiations for its settlement or compromise and to settle
or compromise any such claim; however, City shall have the right to fully participate in any
and all such settlement, negotiations, or lawsuit as necessary to protect the City's interest,
and City agrees to cooperate with Vendor in doing so. In the event City, for whatever reason,
assumes the responsibility for payment of costs and expenses for any claim or action brought
against the City for infringement arising under this Agreement, the City shall have the sole
right to conduct the defense of any such claim or action and all negotiations for its settlement
or compromise and to settle or compromise any such claim; however, Vendor shall fully
participate and cooperate with the City in defense of such claim or action. City agrees to give
Vendor timely written notice of any such claim or action, with copies of all papers City may
receive relating thereto. Notwithstanding the foregoing, the City's assumption of payment of
costs or expenses shall not eliminate Vendor's duty to indemnify the City under this
Agreement. If the Deliverable(s), or any part thereof, is held to infringe and the use thereof
is enjoined or restrained or, if as a result of a settlement or compromise, such use is
materially adversely restricted, Vendor shall, at its own expense and as City's sole remedy,
either: (a) procure for City the right to continue to use the Deliverable(s); or (b) modify the
Deliverable(s) to make them/it non-infringing, provided that such modification does not
materially adversely affect City's authorized use of the Deliverable(s); or (c) replace the
Deliverable(s) with equally suitable, compatible, and functionally equivalent non-infringing
Deliverable(s) at no additional charge to City; or (d) if none of the foregoing alternatives is
reasonably available to Vendor, terminate this Agreement, and refund all amounts paid to
Vendor by the City, subsequent to which termination City may seek any and all remedies
available to City under law. VENDOR'S OBLIGATIONS HEREUNDER SHALL BE
SECURED BY THE REQUISITE INSURANCE COVERAGE AND AMOUNTS SET
FORTH IN SECTION 10 OF THIS AGREEMENT.
10. No Debt. In compliance with Article 11 § 5 of the Texas Constitution, it is
understood and agreed that all obligations of City hereunder are subj ect to the availability of funds.
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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.
1 L 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 obj ects 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.
12. Addendum Controllin�. 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.
13. Immi,gration Nationalitv 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.
14. No Bovcott of Israel. If Vendor has fewer than 10 employees or the Agreement is
for less than $100,000, this section does not apply. Vendar acknowledges that in accardance with
Chapter 2270 of the Texas Government Code, City is prohibited from entering into a contract with
a company for goods ar 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, Tlendor
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.
15. 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 Vendar facilities and shall be provided adequate and appropriate workspace in order to
Addendum Page 4 of 6
DocuSign Envelope ID: 7BE7E103-1422-4370-A7C2-37D25AD5B8EC
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 5 of 6
DocuSign Envelope ID: 7BE7E103-1422-4370-A7C2-37D25AD5B8EC
ACCEPTED AND AGREED:
CITY:
City of Fort Worth
ualerie w�sl�ivr tov,
B Valcrie Washington (May 1, 2021 OH:51 CDT)
Y'
Name: Valerie Washington
Title: Assistant City Manager
Date: May 13, 2021
Approval Recommended:
Contract Compliance Manager:
By signing I acknowledge that I am the person
responsible for the monitoring and administration
of this contract, including ensuring a11
performance and reporting requirements.
�7�Itl�t CoX
B Justin Cox (May 12, 202112:48 CDT)
Y�
Name: Justin Cox
Title: Grants Manager
B J s Davis (May 12, 20211H:50 CDT)
Y�
Name: James Davis
Title: Fire Chief
Attest:
�D� �011GIGG� � C701'�LGZG�I
B�7. �for Ronald P. 6onzalcs (May 13, 202109:41 CDT)
J
Name: Mary Kayser
Title: City Secretary
VENDOR:
Approved as to Form and Legality:
���� �.�i�
BV. ChristopherA�stria(May13,202108:13CDT;
�
Name: Christopher Austria
Title: Assistant City Attorney
Contract Authorization:
M&C: N/A
nnovative Emergency Management, Inc
DocuSigned by:
�14.vt, �u.s�.�Yi.v�,
By� �aer...
Name: Ryan Ausman
Title: Manager of Contract Administration
5/11/2021
Date:
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Addendum Page 6 of 6