HomeMy WebLinkAboutContract 60144CSC No. 60144
ADDENDUM TO PAGEFREEZER SERVICES SUBSCRIPTION TERMS
BETWEEN
THE CITY OF FORT WORTH
AND
PAGEFREEZER SOFTWARE, INC.
This Addendum is entered into by and between Pagefreezer Software, Inc. ("Vendor")
and the City of Fort Worth ("City"), individual referred to as "party" and collectively as the
"parties."
The Contract documents shall include the following:
1. The Pagefreezer Services Subscription Terms for Government;
2. The PageFreezer Privacy Policy;
3. The PageFreezer Acceptable Use Policy;
4. The Pagefreezer Order Form, and
5. This Addendum.
Notwithstanding any language to the contrary in the attached Pagefreezer Services
Subscription Terms for Government and the Pagefreezer Order Form (collectively referred to
herein as the "Agreement"), the parties stipulate by evidence of execution of this Addendum 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 for social media
archiving as follows:
1. Term. The Contract shall commence on October 1, 2023 ("Effective Date") and
shall expire September 30, 2026 for a three-year "Initial Term", unless terminated earlier in
accordance with the provisions of this Addendum. This Agreement may be renewed annually
thereafter for one-year terms at the City's option, each a "Renewal Term." The City shall provide
Vendor with written notice of its intent to renew at least thirty (30) days prior to the end of each
term. The Agreement will not automatically renew without the written mutual consent of the
parties and the terms of section 10.2 of the PageFreezer Services Subcription Terms for
Government concerning automatic renewals are struck from the terms of the Agreement.
2. Comaensation. City shall pay Vendor $5,988.00 for the first year of the Contract
and $7,188.00 for each of the following two years. The total cost for the three-year Initial Term
shall be $20,364. In no event shall City pay any amount in excess of $20,364 for the Initial
Term.
3. Termination.
The Contract will automatically terminate at the end of the initial term and
subscription period unless renewed by the mutual written agreement of the parties.
OFFICIAL RECORD
City of Fort Worth - Social Media Archiving CITY SECRETARY
FT. WORTH, TX
a. 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 the Agreement by giving
written notice to the breaching party.
b. Fiscal Fundina 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.
4. Attornevs' 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.
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 law provisions. Venue for any suit brought under the Agreement
shall be in a court of competent jurisdiction in Tarrant County, Texas.
6. Marketina. To the extent that the Agreement allows for the use of the City's logo,
trademarks, and name in Vendor's marketing, the City objects and all such terms are null and void.
7. Sovereign Immunitv. 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. Vendor agrees the exclusions or limits of liability, as may be stated elsewhere in
the Agreement, shall not apply to the City's claim or loss arising from any of the following: (a)
Vendor's breach of its data security obligations; (b) Vendor's misuse or misappropriation of the
City's intellectual property rights, (c) Vendor's indemnity obligations, or (d) any other obligations
that cannot be excluded or limited by applicable law. 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.
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9. Insurance. Vendor agrees that insurance coverage provided to City by Vendor is
sufficient for purposes of the 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 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.
11. Public 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.
12. Addendum Controlling. If any provisions of the Agreement, conflict with the terms
of this Addendum, are prohibited by applicable law, conflict with any applicable rule, regulation
or ordinance of City, the terms in this Addendum shall control.
13. 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)
City of Fort Worth - Social Media Archiving
ACCEPTED AND AGREED:
CITY:
City of Fort Worth
By: - -
Name: �E'jt►(r r l2 llrs
Title: Assistant City Manager
Date:
Approval Recommended:
By: U .- V4191.�
Name: `�G f-ki�-"
Title: �� yv� iVwyt 1l Or�S
Attest:
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By:
Name:
Ronald P. Gonzales
Title:
City Secretary
VENDOR:
Pagefieezer Software Inc.
By:
Name: Peter Callaghan
Title: CRO
Date: September 19, 2023
City of Fort Worth - Social Media Arcllivirlg
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.
^Lai
By:
Name:
Title: C . of �'o-�.�+� ��•► fib-�.r
Approved as to Form and Legality:
By:
Name: Taylor Paris
Title: Assistant City Attorney
Contract Authorization:
M&C:
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX