HomeMy WebLinkAboutContract 45257-A2 CnAY SUORETAW��
OP I FACT NO.
AMENDMENT NO.2 TO
CITY SECRETARY CONTRACT NO.45257
PROFESSIONAL SERVICES AGREEMENT
BETWEEN CITY OF FORT WORTH
AND
E-Watch Corporation
This Amendment No. 2 ("Amendment") to City Secretary Contract No. 45257, Professional Services
Agreement ("Professional Services Agreement"), is made and entered into by and between the City of
Fort Worth(the "City"), a Texas home rule municipal corporation,acting by and through Susan Alanis,
its duly authorized Assistant City Manager,and a-Watch Corporation("Consultant"),a Texas Corporation
acting by and through David A. Monroe,its duly authorized President, each individually referred to as a
"party"and collectively referred to as the"Parties."
RECITALS
WHEREAS, on or about December 31, 2013, the Parties entered into a Professional Services
Agreement for professional consulting services for the purpose of supplying and installing video
management software for a Consolidated Video Management System (CVSS), under the terms and
conditions set forth therein,such Professional Services Agreement being a public document on file in the
City's Secretary Office and identified as City Secretary Contract No.45257; and
WHEREAS, on or about March 11, 2014, the Parties amended the Professional Services
Agreement to modify the scope and revise projected goals for the project, such amendment being
identified as City Secretary Contract No. 45257-A1. City Secretary Contract Nos. 45257 and 45257-A1
are collectively herein referred to as the"Agreement."
WHEREAS,the Parties acknowledge that a claim alleging patent infringement as set forth in
3"d Eye Surveillance, LLC v. Cite of Fort Worth, Cause No. 6:14-cv-00725, U.S. District Court for the
Eastern District of Texas, Tyler Division (the "Lawsuit"),has been filed against the City for use of the i
CVSS system under the Agreement;and
WHEREAS,pursuant to the Agreement,Rocky Schwartz and the Law Firm of Whitaker,Chalk,
Swindle&Schwartz(the"Law Firm')was engaged by the Parties to defend the City in the Lawsuit;and
WHEREAS,in order to protect the City's interest in the Lawsuit,it has become necessary for the
City to assume the costs and expenses of the Lawsuit;and
WHERAS,the Parties now wish to amend the Agreement to modify the terms of liability and
indemnification set forth in the Agreement.
NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which
are hereby acknowledged,the Parties hereby agree to amend the Agreement as follows:
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CFW/e-Watch Corporation
C Amendment No.2 to CSC No.45257
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1.
The above Recitals are true and correct and form the basis of this Amendment, and are hereby
incorporated into this Amendment for all purposes.
2.
The Parties agree that the City shall assume responsibility for the payment of reasonable costs
and fees, including attorney's fees, for the Lawsuit. The City shall pay all reasonable costs and fees
arising out of the Lawsuit that have incurred from the initial date of the engagement of the Law Firm.
3.
The Parties agree that the City shall have the sole right to control the Lawsuit, to conduct the
defense of the Lawsuit and all negotiations for its settlement or compromise,and to settle or compromise
the Lawsuit; however, Consultant shall fu1ly participate and cooperate with the City in defense of the
Lawsuit as agreed by the Parties, and as set forth in the Common Interest Agreement executed by the
Parties on or about September 17,2014.
4.
NOTWITHSTANDING THE CITY'S ASSUMPTION OF THE COSTS AND FEES OF
THE LAWSUIT, E-WATCH SHALL INDEMNIFY, DEFEND, HOLD HARMLESS AND
REIMBURSE THE CITY FOR ALL COSTS AND ATTORNEYS FEES INCURRED AS A
RESULT OF THE LAWSUIT AND SHALL PAY THE COST OF ANY SETTLEMENT OF OR
JUDGMENT ARISING OUT OF THE LAWSUIT.
5.
This Amendment may be executed in in one or more counterparts and each counterpart
shall, for all purposes,be deemed an original, but all such counterparts shall together constitute
one and the same. An executed agreement,modification, amendment, or separate signature page
shall constitute a duplicate if it is transmitted through electronic means, such as fax or e-mail,
and reflects the signing of the document by any party. Duplicates are valid and binding even if an
original paper document bearing each party's original signature is not delivered.
G.
All other provisions of the Agreement that are not expressly amended herein shall remain in full
force and effect.
Executed on this the i'4A day of ,201f.
CITY-OF FORT WO TH: e-Watch Co-h-) r ti
Susan Alanis David A.Mo 0
Assistant City Manager President
Date:i l_I�I �� Date: /R ?-01
CFW/e-Watch Corporation
Amendment No.2 to CSC No.45257
Page 2 of 3
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ATTEST: 0 8 EST:
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By: 00000pO°
Mary J. a * ame:
City Secretary Title:
APPROVED AS TO RM AN) EGALITY:
Maleshia 13.Farmer
Senior Assistant City Attorney
Contract Authorization:
M&C:Not Required
Date Approved:N/A
CFW/e-Watch Corporation
Amendment No.2 to CSC No.45257
Page 3 of 3
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
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