Agreement%20Addendum%20for%20Software.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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PURCHASING POLICIES AND PROCEDURES
FOR LOCAL EDUCATIONAL AGENCIES

AGREEMENT ADDENDUM FOR SOFTWARE

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

1.

DISPUTES - Any references in the agreement to arbitration is hereby deleted. Jurisdiction resides in the Circuit Court in the Agency’s county. Agreements to engage
in nonbinding mediation are permissible.

2. HOLD HARMLESS - Any clause requiring the Agency to indemnify or hold harmless any party is hereby deleted in its 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 file any tax retums or reports on behalf of
Vendor or any other party.

5. PAYMENT - Any references to prepayment are deleted. Payment will be in arrears. Annual licensing and maintenance costs are payable at the beginning of each
renewal period. Payment for services will be in arrears.

6. INTEREST — Any provision for interest or charges on late payments is deleted. The Agency has no statutory authority to pay interest or late fees.

7. NO WAIVER - Any language in the agreement requiring the Agency to waive any rights, claims or defenses is hereby deleted.

8. FISCAL YEAR FUNDING - Service performed under the agreement may be continued in succeeding fiscal years for the term of the agreement, contingent upon
funds being appropriated by the Legislature or otherwise being available for this service. In the event funds are not appropriated or otherwise available for this
service, the agreement shall terminate without penalty on June 30. After that date, the agreement becomes of no effect and is null and void. However, the Agency
agrees to use its best efforts to have the amounts contemplated under the agreement included in its budget. Non-appropriation or non-funding shall not be
considered an event of default.

9. STATUTE OF LIMITATION - Any clauses limiting the time in which the Agency may bring suit against the Vendor, lessor, individual, or any other party are deleted.

10. SIMILAR SERVICES - Any provisions limiting the Agency's right to obtain similar services or equipment in the event of default or non-funding 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 of competent jurisdiction. Any other
provision is invalid and considered null and void.

12. ASSIGNMENT - Notwithstanding any clause to the contrary, the Agency reserves the right to assign the agreement to a State agency or another local governmental
agency, board or commission of the State of West Virginia upon thirty (30) days written notice to the Vendor and Vendor shall obtain the written consent of Agency
prior to assigning the agreement.

13. LIMITATION OF LIABILITY - The Agency, as a political subdivision of the State, cannot agree to assume the potential liability of a Vendor. Accordingly, any
provision in the agreement limiting the Vendor's liability for direct damages is hereby deleted. Vendor's liability under the agreement shall not exceed three times the
total value of the agreement. Limitations on special, incidental or consequential damages are acceptable. In addition, 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 TERMINATE - Agency shall have the right to terminate the agreement upon thirty (30) days written notice to Vendor. Agency agrees to pay Vendor for
services received prior to the effective date of termination.

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

16. RENEWAL - Any reference to automatic renewal is hereby deleted. The agreement may be renewed only upon mutual written agreement of the parties.

17. INSURANCE - Any provision requiring the Agency to purchase insurance for Vendor's property 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. ACCELERATION - Any reference to acceleration of payments in the event of default or non-funding is hereby deleted.

20. CONFIDENTIALITY - Any provision regarding confidentiality of the terms and conditions of the agreement is hereby deleted. Agency contracts are public records
under the West Virginia Freedom of Information Act subject to disclosure upon request unless excepted under the statute or any other statute.

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

ACCEPTED BY: VENDOR:

Local Education Agency: Company Name:

Signed: Signed:

Title: Title:

Date: Date:

Revised 08/12