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HomeMy WebLinkAboutContract 50192-AD1CIN SECRETARY nn CONTRACT N0. eD I q2' ��E r JPN23 ADDENDUM TO AGREEMENT BETWEEN THE CITY OF FORT WORTH AND l 9.9 b£ Z SOCRATA, INC. This ADDENDUM TO AGREEMENT ("Addendum") is entered into by and between SOCRATA, INC., a Delaware corporation ("Seller") and the CITY OF FORT WORTH, a home -rule municipal corporation situated in portions of Tarrant, Denton, Johnson and Wise Counties, Texas � communications system by the parties using the contract documents listed below. The contract documents shall include the following: 1. Socrata Master Platform Subscription Agreement; 2. This Addendum to the contrary in the above references contract documents (the "Agreement"), the parties hereby stipulate by evidence of execution of tt is Addendum ("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 Agreements as follows: 1. Addendum Controlling. If any provisions of the Agreement conflict with this Addendum's terms, are prohibited by applicable law, conflict with any applicable rule, regulation, or ordinance of Purchaser, the terms in this Addendum shall control. 2. Term. The parties wish to provide for a contract term that remains in effect until all orders have expired or are terminated. 3. Limitation of Liabilitv, Indemnification, Attornevs' Fees, Penalties, and Liquidated Damages. To the extent the attached Agreements requires the Purchaser to indemnify Seller, pay attorneys' fees for any action contemplated or taken, or penalties or liquidated damages in any amount, Purchaser objects to these terms and any such terms are hereby deleted from the Agreement and shall have no force or effect. 4. Law and Venue. This Addendum and the Agreements 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 laws provisions. Venue for any suit brought under this Addendum and the Agreements shall be in a court of competent jurisdiction in Tarrant County, Texas. To the extent this Addendum and any of the Agreements is required to be governed by any state law other than Texas or venue in Tarrant County, Purchaser objects to such terms and any such terms are hereby deleted from the Agreements and shall have no force or effect. CFW / Addendum to Socrata, Inc. Agreement FT. WORTH, TX Page I of 4 5. Sovereign Immunity. Nothing herein constitutes a waiver of Purchaser's sovereign immunity. To the extent the Agreements require Purchaser to waive its rights or immunities as a government entity; such provisions are hereby deleted and shall have no force or effect. 6. No Debt: In compliance with Article 11, §5 of the Texas Constitution, it is understood and agreed that all obligations of Purchaser�hereunder are subject to the availability of funds. If such funds are not appropriated or become unavailable, Purchaser shall have the right to terminate this Agreement except for those portions of funds which have been appropriated prior to termination. 7. Immigration Nationality Act. Purchaser actively supports the Immigration & Nationality Act (INA) which includes provisions addressing employment eligibility, employment verification, and nondiscrimination. Seller shall verify the identity and employment eligibility of all employees who perform work under the Agreements. Seller shall complete the Employment Eligibility Verification Form (1-9), maintain photocopies of all supporting employment eligibility and identity documentation for all employees, and upon request, provide Purchaser with copies of all I-9 forms and supporting eligibility documentation for each employee who performs work under the Agreements. Seller shall establish appropriate procedures and controls so that no services will be performed by any employee who is not legally eligible to perform such services. Seller shall provide Purchaser with a certification letter that it has complied with the verification requirements required by the Agreements. Seller shall indemnify Purchaser from any penalties or liabilities due to violations of this provision. Purchaser shall have the right to immediately terminate the Agreements for violations of this provision by Seller. 8. No Boycott of Israel. Seller acknowledges that in accordance with Chapter 2270 of the Texas Government Code, Purchaser 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 and the Agreements, Seller certifies that Seller's signature provides written verification to Purchaser that Seller: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the this Addendum and the Agreements. 9. Confidential Information. Purchaser is a government entity under the laws of the State of Texas and all documents held or maintained by Purchaser are subject to disclosure under the Texas Public Information Act. To the extent the Agreements require that Purchaser maintain records in violation of the Act, Purchaser 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, Purchaser shall promptly notify Seller. It will be the responsibility of Seller to submit reasons objecting to disclosure. A determination on whether such reasons are sufficient will not be decided by Purchaser, but by the Office of the Attorney General of the State of Texas or by a court of competent jurisdiction. CFw /Addendum to 5ocrata, Inc. Agreement Page 2 of 4 10. Fiscal Funding Limitation. In the event no funds or insufficient funds are appropriated and budgeted or are otherwise unavailable by any means whatsoever in any fiscal period for payments due under this Agreement, then Purchaser will immediately notify Seller of such occurrence and the Agreements shall be terminated on the last day of the fiscal period for which appropriations were received without penalty or expense to Purchaser of any kind whatsoever, except to the portions of annual payments herein agreed upon for which funds shall have been appropriated. Purchaser shall be responsible for the payment of all equipment received and services performed through the date of termination. 11. Right to Audit. Seller agrees that Purchaser shall, until the expiration of three (3) 11 h'e"ti g31eesoanti�thCtorrrirre�any directly pertinent books, documents, papers and records of Seller involving transactions relating to the Agreements. Seller agrees that Purchaser shall have access during normal working hours to all necessary Seller facilities and shall be provided adequate and appropriate workspace in order to conduct audits in compliance with the provisions of this section. Purchaser shall give Seller reasonable advance notice of intended audits. In no circumstances will Seller be required to create or maintain documents not kept in the ordinary course of Seller's business operations, nor will Seller be required to disclose any information, including but not limited to product cost data, which it considers confidential or proprietary. (signature page. follows) CFW / Addendum to Socrata, Inc. Agreement Page 3 of Executed this theoay of 20� CITY OF FORT WORTH: Name Susan Alanis '`fif4eAssistant City Manager Date: a --o I R APPROVAL RECOMMENDED: By: Name: Title: ATTEST: By: Pame:91,kayv:s�;ert; ',-'�- 01i', Title: Cit Secretary 0 SELLER: SOCRATA, INC. By: lC% Name: 'Oc" Title: C_ 1= t? Date: 1 /1'. I le CFW / Addendum to 5ocrata, Inc. Agreement tee: fr O T `XAS 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. By: acne: Stevt Streiffert Title: Assistant Director, IT Solutions APPROVED AS TO FORM AND LEGALITY: N e: Jo S ong itle: A ,sis t City Attorney AUTHORIZATION: OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX z