HomeMy WebLinkAboutContract 59297CSC No. 59297
ADDENDUM TO PUBLIC SAFETY THREAT ALLIANCE MEMBER AGREEMENT
This Addendum to the Public Safety Threat Alliance Member Agreement ("Addendum")
is entered into by and between Public Safety Threat Alliance, by and through Motorola
Solutions, Inc., ("Vendor") and the City of Fort Worth ("City"), collectively the "parties."
The Contract documents shall include the following:
1. The Public Safety Threat Alliance Member Agreement; and
2. This Addendum.
Notwithstanding any language to the contrary in the attached Public Safety Threat
Alliance Member Agreement (the "Agreement"), the parties 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. 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 parry that describes the
breach in reasonable detail. The breaching party must cure the breach ten (10) calendar
days or a mutually agreed period, 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 the 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
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.
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
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2. 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.
3. 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.
4. 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.
5. Intellectual Property Infrinizement. Vendor will defend City against any
third -party claim alleging that a Vendor -developed or manufactured Product or Service (the
"Infringing Product") directly infringes a United States patent or copyright ("Infringement
Claim"), and Vendor will pay all damages finally awarded against City by a court of competent
jurisdiction for an Infringement Claim, or agreed to in writing by Vendor in settlement of an
Infringement Claim. Vendor's duties under this Section — Intellectual Property Infringement
are conditioned upon: (a) City promptly notifying Vendor in writing of the Infringement Claim;
(b) Vendor having sole control of the defense of the suit and all negotiations for its settlement or
compromise; and (c) City cooperating with Vendor and, if requested by Vendor, providing
reasonable assistance in the defense of the Infringement Claim.
5.1 If an Infringement Claim occurs, or in Vendor's opinion is likely to occur, Vendor
may at its option and expense: (a) procure for City the right to continue using the Infringing
Product; (b) replace or modify the Infringing Product so that it becomes non -infringing; or (c)
grant City (i) a pro -rated refund of any amounts pre -paid for the Infringing Product (if the
Infringing Product is a software Product, i.e., Licensed Software or Subscription Software) or (ii)
a credit for the Infringing Product, less a reasonable charge for depreciation (if the Infringing
Product is Equipment, including Equipment with embedded software).
5.2 In addition to the other damages disclaimed under this Agreement, Vendor will
have no duty to defend or indemnify City for any Infringement Claim that arises from or is based
upon: (a) City Data, City -Provided Equipment, Non -Vendor Content, or third -party equipment,
hardware, software, data, or other third -party materials; (b) the combination of the Product or
Service with any products or materials not provided by Vendor; (c) a Product or Service
designed, modified, or manufactured in accordance with City's designs, specifications,
guidelines or instructions; (d) a modification of the Product or Service by a party other than
Vendor; (e) use of the Product or Service in a manner for which the Product or Service was not
designed or that is inconsistent with the terms of this Agreement; or (f) the failure by City to use
or install an update to the Product or Service that is intended to correct the claimed infringement.
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In no event will Vendor's liability resulting from an Infringement Claim extend in any way to
any payments due on a royalty basis, other than a reasonable royalty based upon revenue derived
by Vendor from City from sales or license of the Infringing Product.
This Section 5 — Intellectual Property Infringement provides City's sole and exclusive
remedies and Vendor's entire liability in the event of an Infringement Claim. For clarity, the
rights and remedies provided in this Section are subject to, and limited by, the restrictions set
forth in Section 5 — Limitation of Liability.
6. Public Information. City is a government entity under the laws of the State of
Texas and unless otherwise excluded by law, 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.
The Parties acknowledge that the Cyber Information Security Act of 2015 exempts disclosure
under any state, local, or tribal "sunshine law" or similar law requiring disclosure of information
or records. Sections 1503(d)(4)(B) and 1504(d)(3).c. 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.
7. 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.
8. 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. City may send a representative to a PSTA facility during normal business
hours to conduct such limited review 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. Books and records provided to City
pursuant to this provision shall not be used, duplicated or disclosed to any other third parry
without the express written permission of Vendor, unless required by law. In no circumstances
will Vendor be required to create or maintain documents not kept in the ordinary course of its
business operations, nor will PSTA be required to disclose any information, including but not
limited to product cost data, which it considers confidential or proprietary to Motorola.
(signature page follows)
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[Executed effective as of the date signed by the Assistant City Manager below.] / [ACCEPTED
AND AGREED:]
City:
Vendor:
By. Valerie Washington (Apr 26, 202316:02 CDT)
By:
Name: Valerie Washington
Name: Leah Schimd
Title: Assistant City Manager
Title: Director, Business Operations
Apr r 26 2023
Date: 04/24/2023
Date:
Signed pursuant to a delegation of authority from:
Name: Scott Kaine
Title: Corporate Vice President
Entity: Motorola Solutions, Inc.
CITY OF FORT WORTH INTERNAL ROUTING PROCESS:
Approval Recommended:
/� �.
By:
Name: Kevin Gunn
Title: Director, IT Solutions Department
Approved as to Form and Legality:
By:
Name
Title:
Taylor Paris
Assistant City Attorney
Contract Authorization:
M&C: N/A
Contract Compliance Manager:
By signing I acknowledge that I am the
person responsible for the monitoring and
administration of this contract, including
ensuring all performance and reporting
requirements.
By: Lawrence Crockett (Apr 24, 202316:05 CDT)
Name: Lawrence Crockett
Title: Sr. IT Manager
City Secretary:
By:
Name:
Title:
Jannette S. Goodall
Acting City Secretary
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OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
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