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