HomeMy WebLinkAboutContract 61404DocuSign Envelope ID: EBFA2992-E70E-47D9-8FAC-54BB70E46DD7
CSC No. 61404
ADDENDUM TO MASTER SERVICES AGREEMENT
BETWEEN THE CITY OF FORT WORTH, SONTIQ, INC.,
AND BAKER & HOSTETLER, LLP
This Addendum to the Master Services Agreement ("Addendum") is entered into by and
between Sontiq, Inc. d/b/a CyberScout ("CyberScout"), a Delaware corporation, Baker &
Hostetler, LLP, ("Law Firm"), and the City of Fort Worth ("City"), a home -rule municipality of
the State of Texas, collectively the "parties."
The Contract documents shall include the following:
1. The Master Services Agreement and
2. This Addendum.
Notwithstanding any language to the contrary in the attached Master Services Agreement
("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. Payment. Total compensation under this Agreement, including the Addendum,
shall not exceed One Hundred Thousand Dollars and Zero Cents ($100,000.00).
2. Term. The Agreement commences upon the date signed by the Assistant City
Manager below ("Effective Date") and expires on the last date upon which any SOW is currently
in effect ("Expiration Date"), unless terminated earlier in accordance with the provisions of this
Agreement or otherwise extended by the Parties.
3. Termination.
a. Convenience. Either City or CyberScout may terminate the Agreement at
any time and for any reason by providing the other party with 30 days written notice of
termination. Notwithstanding the foregoing, City shall be responsible for all reasonable
costs incurred prior to termination.
b. Breach. If any of the Parties commit 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.
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
CyberScout of such occurrence and the Agreement shall terminate on the last day of the
OFFICIAL RECORD
Addendum CITY SECRETARY Page 1 of 8
FT. WORTH, TX
DocuSign Envelope ID: EBFA2992-E70E-47D9-8FAC-54BB70E46DD7
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 CyberScout for services actually
rendered up to the effective date of termination and CyberScout 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,
CyberScout shall provide City with copies of all completed or partially completed
documents prepared under the Agreement. In the event CyberScout has received access to
City information or data as a requirement to perform services hereunder, CyberScout shall
return all City provided data to City in a machine readable format or other format deemed
acceptable to City.
4. 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.
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 CyberScout 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 CyberScout.
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. RESERVED.
Addendum Page 2 of 8
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9. No Mandatory Arbitration. To the extent the Agreement requires mandatory
arbitration to resolve conflicts, City objects to these terms and any such terms are hereby deleted
from the Agreement and shall have no force or effect.
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 CyberScout. It will be the responsibility of
CyberScout 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 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. Immigration Nationalitv Act. CyberScout shall verify the identity and employment
eligibility of its employees who perform work under the Agreement, including completing the
Employment Eligibility Verification Form (I-9). CyberScout shall confirm that upon hire
employees submitted all required employment documents, including the I-9. CyberScout 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 CyberScout employee who is not legally eligible to perform
such services. CYBERSCOUT SHALL INDEMNIFY CITY AND HOLD CITY HARMLESS
FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS
PARAGRAPH BY CYBERSCOUT, CYBERSCOUT'S EMPLOYEES,
SUBCONTRACTORS, AGENTS, OR LICENSEES. City, upon written notice to CyberScout,
shall have the right to immediately terminate the Agreement for violations of this provision by
CyberScout.
14. No Bovcott of Israel. If CyberScout has fewer than 10 employees or the Agreement
is for less than $100,000, this section does not apply. CyberScout 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, CyberScout
certifies that CyberScout's signature provides written verification to City that CyberScout: (1)
does not boycott Israel; and (2) will not boycott Israel during the term of the Agreement.
Addendum Page 3 of 8
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15. Rialit to Audit. CyberScout 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 the invoices
generated by CyberScout and any backup documentation that supports the invoices.
Notwithstanding the foregoing, nothing in this section shall be construed to require CyberScout to
provide to City any information that may, in CyberScout's sole discretion constitute nonpublic
material information. For the avoidance of doubt, CyberScout shall NOT be required to allow City
physical access. City shall give CyberScout reasonable advance notice of intended audits.
16. Prohibition on Bovcottina Enerav Companies. CyberScout acknowledges that in
accordance with Chapter 2276 of the Texas Government Code, the City is prohibited from entering
into a contract for goods or services that has a value of $100,000 or more that is to be paid wholly
or partly from public funds of the City with a company with 10 or more full-time employees unless
the contract contains a written verification from the company that it: (1) does not boycott energy
companies; and (2) will not boycott energy companies during the term of the contract. To the
extent that Chapter 2276 of the Government Code is applicable to this Agreement, by signing this
Agreement, CyberScout certifies that CyberScout's signature provides written verification to the
City that CyberScout: (1) does not boycott energy companies; and (2) will not boycott energy
companies during the term of this Agreement.
17. Prohibition on Discrimination Against Firearm and Ammunition Industries.
CyberScout acknowledges that except as otherwise provided by Chapter 2274 of the Texas
Government Code, the City is prohibited from entering into a contract for goods or services that
has a value of $100,000 or more that is to be paid wholly or partly from public funds of the City
with a company with 10 or more full-time employees unless the contract contains a written
verification from the company that it: (1) does not have a practice, policy, guidance, or directive
that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate
during the term of the contract against a firearm entity or firearm trade association. To the extent
that Chapter 2274 of the Government Code is applicable to this Agreement, by signing this
Agreement, CyberScout certifies that CyberScout's signature provides written verification to the
City that CyberScout: (1) does not have a practice, policy, guidance, or directive that discriminates
against a firearm entity or firearm trade association; and (2) will not discriminate against a firearm
entity or firearm trade association during the term of this Agreement.
18. Insurance.
1.1. The CyberScout shall carry the following insurance coverage with a
company that is licensed to do business in Texas or otherwise approved by the City:
1.1.1. Commercial General Liability:
1.1.1.1. Combined limit of not less than $2,000,000 per
occurrence; $4,000,000 aggregate; or
1.1.1.2. Combined limit of not less than $1,000,000 per occurrence;
$2,000,000 aggregate and Umbrella Coveraee in the amount of $4,000,000.
Umbrella policy shall contain a follow -form provision and shall include coverage
for personal and advertising injury.
Addendum Page 4 of 8
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1.1.1.3. Defense costs shall be outside the limits of liability.
1.1.2. Statutory Workers' Compensation and Employers' Liability Insurance
requirements per the amount required by statute.
1.2. General Insurance Requirements:
1.2.1. All applicable policies shall name the City as an additional insured
thereon, as its interests may appear. The term City shall include its employees, officers,
officials, agents, and volunteers in respect to the contracted services.
1.2.2. The workers' compensation policy shall include a Waiver of Subrogation
(Right of Recovery) in favor of the City of Fort Worth.
1.2.3. A minimum of Thirty (30) days' notice of cancellation or reduction in
limits of coverage shall be provided to the City. Ten (10) days' notice shall be acceptable
in the event of non-payment of premium. Notice shall be sent to the Risk Manager, City
of Fort Worth, 1000 Throckmorton, Fort Worth, Texas 76102, with copies to the City
Attorney at the same address.
1.2.4. The insurers for all policies must be licensed and/or approved to do
business in the State of Texas. All insurers must have a minimum rating of A- VII in the
current A.M. Best Key Rating Guide, or have reasonably equivalent financial strength and
solvency to the satisfaction of Risk Management. If the rating is below that required,
written approval of Risk Management is required.
1.2.5. Any failure on the part of the City to request required insurance
documentation shall not constitute a waiver of the insurance requirement.
1.2.6. Certificates of Insurance evidencing that the CyberScout has obtained all
required insurance shall be delivered to and approved by the City's Risk Management
Division prior to execution of this Agreement.
(signature page follows)
Addendum Page 5 of 8
DocuSign Envelope ID: EBFA2992-E70E-47D9-8FAC-54BB70E46DD7
Executed effective as of the date signed by the Assistant City Manager below.
City of Fort Worth:
By: �DocuSigned by:
,�t,SiCa.
Name: Jesica McEachem
Title: Assistant City Manager
1/10/2024
Date:
Baker & Hostetler, LLP,
A New York limited liability partnership
by:
By: FIDOCUSIgned
b� tn,G�t tln,S
Name: TheodoreJJ'Kobus, III
Title: Managing Partner
Date: 12/28/2023
Sontiq, Inc., d/b/a CyberScout,
A Delaware corporation
DocuSigned by:
By—Erve
1,�
TF�dJ'
Name: Mar
Title: EVP
Date: 1/19/2024
CITY OF FORT WORTH INTERNAL ROUTING PROCESS:
Approved as to Form and Legality:
5'bur
cuSigned by:
By: (6UAGIA.
Name: Tyler-'"WalQh—
Title: Assistant City Attorney
Contract Authorization:
M&C: NA
Contract Compliance Manager and
Approval Recommended:
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.
DocuSigned by:
By: f°7aVfa
Name: Mark Barta
Title: Assistant Human Resources Director
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Addendum Page 6 of 8
DocuSign Envelope ID: EBFA2992-E70E-47D9-8FAC-54BB70E46DD7
City Secretary:
DocuSigned by:
By: 5
191.
Name: Jannette S. Goodall
Title: Acting City Secretary
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OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Addendum Page 7 of 8