Agreement%20Addendum.pdf

Parent document: REVISED (Removed 6.12 CIS and 6.16 Prof. Dev. - Regular Meeting - Meeting #34-06-02-2025.pdf

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Agreement Addendum

In the event of conflict between this addendum and the egreement, this addendum shall control:

1, BISPUTES - Any references in ihe agreement to arbitration or to jurisdiction of any count other thon the Circuit Court of the county in which the Agency is located are hereby
deleted. The parties may agree to nonbinding mediation prior to litigotion.

2. HOLD HARMLESS - Any clause requiring the Agency to indemnify or hold harmless any party is hereby deleted in ifs entirety.

3. GOVERNING LAW -The agreement shall be governed by the laws of the State of West Virginia. This provision replaces any references to any other State’s governing law.

4, TAXES. - Provisions in the agreement requiring the Agency to pay taxes are deleted. As a political subdivision of the State of West Virginia, the Agency is generally exempt
from Federal, State, and local taxes and will not pay taxes for any Vendor including individuals, nor will the Agency fide any tax returns or reports on behalf of Vendor or any
other parly.

5. PAYMENT - Any references to prepayment ore deleted. Fees for softwere licenses, subscriptions, or maintanance ore payable annually in advonce. Payment for services will
be in arrears.

é. NTEREST — Any provision for interest or charges on ote payments is deletod. The Agency hes no statutory authority to pay interes! or fote fees,

7. NO WAIVER - Any language in the agreement requiring the Agency lo waive any righis,cloims or defenses is hereby deleled.

&. FISCAL YEAR FUNDING - Service performed under the ogreement may be continued in succeeding fiscol years for the term of the agreement, contingent upan funds being
appropriated by the Legislaiure or otherwise being available for this service. In the event funds are not cppropricted or otherwise available for this service, the ogreement shall
terminate without penalty on June 30. After thet dote, the agreement becomes of no effect and is null and void, However, the Agency agrees to use its best efforis to have the
cmeunts contempleted under the agreement included in its budget. Non-oppropriation er non-funding shall not be considered on event of default.

9. STATUTE OF LIMITATION - Any clouses limiting the lime in which the Agency may bring suil againsl Ine Vendor, lessor, individual, or any olher parly are deleled.

10, SIMELAR SERVICES - Any provisions limiting the Agency's right to obtain similar services or equipment in the event of default or non-fending during the term of the
agreement are hereby deleted.

11. ATTORNEY FEES - The Agency recognizes an obligation to pay attorney’s fees or costs only when assessed by a court af competent jurisdiction. Any other pravision is invalid
ond considered ull and void.

12, ASSIGNMENT - Notwithstanding any clause to the contrary, the Agency reserves the right to assign the agreement ta a State agency or another local governmentalagency,
boord or commission of the State of West Virginio upen thirty (30) days written notice to the Vendor and Vendor shall obtain the written consent of Agency prior fo assigning
ihe agreement.

13. UMITATION OF LABILITY - The Agency, as a political subdivision of the State, cannet agree to assume the potential liability of a Vendor. Accordingly, any provisian limiting
the Vendor‘s liability for direct damages to 9 certain dollar emount or to the amount of the agreement is hereby deleted. Limitations on special, incidental or consequential
damages are acceptable, In adgition, any limitation is null and void to the extent that it precludes any action for injury to persons or for damages to personal property.

14, RIGHT TO FERMINATE - Agency shall have the right to terminate the agreement upon thirty (30) deys written notice lo Vendor. Agency agrees to pay Vendor for services
tendered or goods received prior to the effective date of termination. In such avent, the Agency will not be entitled to a refund of any software license, subscription or
muintenonce fees paid,

15. TERMINATION CHARGES - Any provision requiring the Agency to pay a fixed omount er liquidated damages upon termination of ihe agreement is hereby deleted. The
Agency may only agree to reimburse o Vendor for actual costs incurred or losses sustained during the current fiscal year due to wrongful termination by ihe Agency prior to
the end of any current agreement term.

16. RENEWAL - Any reference to automatic renewel is hereby deleled. The agreement! may be renewed only upon muival written agreement! of the parlies.

17. INSURANCE - Any provision requiring the Agency to purchase insurance for Vendor’s pragerty is deleted. The Agency is insured through the Board of Risk and Insurance
Management, and will provide a certificate of property insurance upon request.

18. RIGHT TO NOTICE - Any provision for repossession of equipment without notice is hereby deleted. However, the Agency does recognize a right of repossession with notice,

19, AGCELERATION — Any reference to occelerction af paymenis in ihe event of default or non-funding is hereby deleted.

20. CONFIDENTIALITY - Any provision regarding confidentiality of the terms and conditions of the agreament is hereby deleted. Governmental contracts are public records
under the West Virginia Freedom of Information Act.

21, AMENDMENTS -All amendments, modifications, alterations or changes to the agreement shall be in writing and signed by both porties. No arnendment, modification,
alferation or change may be made to this addendum without the express written approval of the Agency.

ACCEPTED BY: VENDOR;
Lecal Education Agency: Compony Name:
Signed: Signed:
Title: Title:
Date: Date:
Revised 07-12
4&

West Virginia Department of Education