HomeMy WebLinkAboutContract 52664 0CQ, CITY SECRETARY
CONTRACT NO. J a to64
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ZENCITY LICENSE AGREEMENT
Customer: Fort Worth, Texas
Contact Name: Mattie Parker
Created Date: June 27, 2019
Expiration Date: August 15, 2019
Contact at Zencity: Sam Newman
E-mail: newman(o)zencity.io
Phone Number: 585-633-7541
Licensed Program Quantity Unit Price Total P6cc
ZenCity platform monthly subscription 12 $8,000 $96,000
Zencity Discount-Design Partner 12 -$4,000 -$48,000
PRICE FOR 12 MONTHS OF USAGE 12 $4,000 $48,000
Thank you for choosing the ZenCity platform!
This License Agreement("License Agreement") is entered into between 7 City Technologies Ltd., ("ZenCity"), and
you,the entity identified above("Customer"), as of the Effective Date Q 15 a019. and will remain in effect for a
period of 6 Months.This License Agreement includes and incorporates the ZenCity Terms and Conditions attached
as Appendix B. By signing this License Agreement, Customer acknowledges that it has reviewed, and agrees to be
legally bound by,the ZenCity Terms and Conditions. Each parry's acceptance of this License Agreement is
conditional upon the other's acceptance of the terms in the License Agreement to the exclusion of all other terms.
Customer—Fort Wo h,Texas ZenCity Technologies US
Signature: Signature: �r r
Name: Kevin Gunn Name: Eyal Feder
Role:Assistant. ity anage Role: CEO
August 9th, 2019
Date: v v� Date: OF O/�r t�
Ages by: 4'
V O
APPROVED AS TO FF� s, RECORD
19ORM AND EGA TY, Mary J. K se , City Secretary ECRETARY
1 D3r4CS C A . WORTH, TX
N,T
APT'
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Appendix A
Description of Services
ZenCity is a platform for understanding people in the city on a wide scale.With the use of advanced Al algorithms,we analyze data
from social media,city hotlines and other relevant sources,and provide local government stakeholders with detailed,real time insights
about how their citizens view and use the city.The analysis can be accessed through a web—based interface on desktop and mobile
devices.
1. PLATFORM FEATURES
The ZenCity platform collects data about citizen interactions from a variety of sources and analyzes them in real time using a set of Machine-
learning based algorithms.The analyzed data can be accessed via a variety of graphs on our admin dashboard,including the following:
1.1. Category bar chart—the main bar chart shows how many interactions relate to each area of responsibility of the city,and what is
the sentiment towards that topic.The name and amount of topics can be modified to fit the customer's needs based on our list of
automatically identified sub-categories.
1.2. Alerts and notifications—the platform can create alerts about popular posts 0r comments or about significant changes in whole
categories.The alerts can be accessed through the dashboard,but can also go out on a daily,weekly or real time basis via email
—per the user's request.
1.3. Word cloud—The word cloud shows the most popular terms used in interaction 3 analysed by the platform.The larger the word is
the more popular it was.
1.4. Overall sentiment view—the overall sentiment pie chart shows the ratio of positive,negative and neutral interactions out of the
total sum of interactions analysed.
1.5. Popular stories—the rotating digest of popular stories shows the stories which received the most interactions across all data
sources.
1.6. Map interface—the map interface will show all interactions which have a location property,divided by category, by type or in a
heatmap format.
1.7. Category drill down—each category has a drill down view which shows the level of discussion over time in that category,alerts,
word cloud,map and popular stories views which include data just for this category and an operative view of city hotline calls for
the category—including open calls,calls over the last week and changes over time.
1.8. Conversation analysis—the third level of drill down will be the"conversation analysis"which allows drilling down to the level of
stories themselves.In this view,users can analyse conversations based on category,date range,sentiment or keyword search,or
a combination of the above,and see both the trend and the stories themselves that make up the data. Each story will include its
source,category,sentiment,location and a link to the original content.
2. DATA SOURCES
2.1. Facebook—we analyze all interactions(posts,comments,likes,tags etc.)from public pages and public groups, both official and
unofficial.This includes official accounts of the city and other agencies,resident groups,accounts of local businesses,community
organizations,causes and any other relevant page or open group.
2.2. Twitter—apart from the same analysis employed on facebook,on twitter we alsc collect all geotagged interactions in the area and
all interactions mentioning specific hashtags or keywords.
2.3. City Hotline reports—we take all city hotline reports from your database.
2.4. Additional sources—we may be able to incorporate other relevant data sources identified,such as local news sites,community
message boards,other social media platforms etc.General new data sources implemented(such as new social media platforms)
will be offered once they are available. Unique sources (such as local news sites)will be discussed and agreed upon by both
sides.
3. USERS AND PERMISSIONS
3.1. The basic package includes up to 50 users within the organizations with varying permissions. Permissions will be set by the
customer's project lead.
4. SPECIAL DESIGN PARTNER ADDITIONS
As early adopters of the system,we see you as our partners in the ongoing development of the ZenCity platform.This means you will
be among the first to explore and try new features and capabilities, and that your feedback will direct our future development.
Therefore, we will also ask to hold regular feedback sessions where we collect your feedback, needs and ideas for changes and
additions to the platform.Additionally,we ask that the Customer reasonably assist ZenCity in the preparation of a case study.
ZENCIT"TECHNOLOGIES LTb.jLTC AbI M9N;t, f
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Appendix B
ZenCity Terms and Conditions
1. SOFTWARE LICENSE&SUPPORT SERVICES
1.1. Subject to the terms and conditions of these ZenCity Terms and Conditions and of the applicable License Agreement(collectively,
the "Agreement"), ZenCity hereby grants to Customer a personal, non-exclusive, non-transferable limited licence to use the
Licensed Program identified in the applicable License Agreement entered into by ZenCity and Customer("License Agreement")
and the documentation and user manuals for the Licensed Program supplied by ZenCity to Customer throughout the Term (the
"Documentation").
For the purposes of this Section 1.1, the term "use" shall be only in accordance with the confidentiality provisions of this
Agreement and shall include the rights to use the Licensed Program only for the use of the Customer's organization,company or
institution.
For the purposes of this Section 1.1 the term"use"shall not include: (i)the right to make, use,or sell products incorporating the
Licensed Program,or(ii)the right to sub-license the Licensed Program.
No right is granted to the source code of the Licensed Program or to create derivative works thereof or to transfer ownership of the
media containing such software except as a part of,or with,or for use in the equipment with which it operates.
1.2. Routine customer support is available via email.Any claim will be answered within 24 hours of report.On or before the Effective
Date,Customer and ZenCity shall each designate a liaison as a respective point of contact for technical issues. Each party may
change such liaison upon written notice from time to time at reasonable intervals.ZenCity will not be obligated to provide support
to any person other than the Customer's designated liaison.
1.3. During the Tenn,Customer may have access to Updates upon request at no additional cost."Updates"shall mean certain new
features as determined by the company,or fixes of minor errors in the Licensed Program which are incorporated in a new release
ofthe Licensed Program.
1.4. Certain upgrades can be delivered to Customer upon commercial terms and conditions to be agreed upon. "Upgrades"shall
mean enhancements,new functionalities which are added into the Licensed Program.
2. RESTRICTIONS AND RESPONSIBILITIES
2.1. Customer agrees not to, directly or indirectly: reverse engineer, decompile, disassemble, or otherwise attempt to discover the
source code,object code,or underlying structure,ideas,or algorithms of the Licensed Program,Documentation or data related to
the Licensed Program, except to the extent such a restriction is limited by applicable law; modify,translate, or create derivative
works based on the Licensed Program; or copy, reproduce, rent, lease, distribute, assign, sell, or otherwise dispose of the
Licensed Program,in whole or in part,or otherwise commercially exploit,transfer,or encumber rights to the Licensed Program;or
remove any proprietary notices.
2.2. Customer will use the Licensed Program only in compliance with all applicable laws and regulations(including,but not limited to,
any export restrictions).
2.3. Customer shall be responsible for obtaining and maintaining any equipment and other services needed to connect to,access or
otherwise use the Licensed Program and Customer shall also be responsible for(a)ensuring that such equipment is compatible
with the Licensed Program, (b)maintaining the security of such equipment, user accounts, passwords and files, and (c)for all
uses of Customer user accounts with or without Customer's knowledge or consent.
3. PROPRIETARY RIGHTS.ZenCity retains all right, title, and interest in the Licensed Program, Documentation and any future
modifications and enhancements thereof,and all intellectual property rights(including all past,present,and future rights associated with
works of authorship, including exclusive exploitation rights,copyrights,and moral rights,trademark and trade name rights and similar
rights, trade secret rights, patent rights, and any other proprietary rights in intellectual property of every kind and nature) therein.
Customer is granted only a limited right of use to the Licensed Program and Documentation as set forth herein,which right of use is not
coupled with an interest and is revocable in accordance with the terms of this Agreement.
4. DATA LICENSE.Customer grants ZenCity a non-exclusive,transferable, perpetual,worldwide,and royalty-free license to use any data
or information provided by Customer for use in, by or in connection with the Licensed Program, any information collected, and/or any
analysis of any such information conducted by the Licensed Program.
5. PAYMENT OF FEES. The fees for the Licensed Program("Fees")are set forth in the applicable License Agreement.The Customer will
be billed for the full term specified in the applicable License Agreement on date of first onboarding.Customer shall pay all Fees within
thirty(30)days after the date of ZenCity's invoice.
6. TERM&TERMINATION
6.1. Subject to compliance with all terms and conditions,the term of this Agreement shall be from the Effective Date and shall continue
until the End Date specified on page one(1)of the Agreement(the"Terre")unless terminated earlier in accordance with the terms
and conditions of this Section 7.After the first Term,this agreement shall be automatically renewed every year with same terms
and conditions, unless expressly terminated by written notice by one party to the other three (3) months before the automatic
renewal date. If either party materially breaches any term of this Agreement and fails to cure such breach within thirty(30) days
after notice by the non-breaching party (ten (10) days in the case of non-payment),the non-breaching party may terminate this
Agreement immediately upon notice.
6.2. Upon termination, Customer will pay in full for the Licensed Program up to and including the effective date of termination. Upon
any termination of this Agreement: (a)the license of the Licensed Program hereunder shall immediately terminate; and (b)each
party shall return to the other party or, at the other party's option, destroy all Confidential Information of the other party in its
possession.
ZENCITY TECHNOLOGIES LTD.LICENSE AGREEMENT
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6.3. All sections of this Agreement which by their nature should survive termination A ill survive termination,including,without limitation,
accrued rights to payment,confidentiality obligations,warranty disclaimers,and imitations of liability.
7. WARRANTY AND DISCLAIMER
7.1. ZenCity represents and warrants that:(i)it has all right and authority necessary to enter into and perform this Agreement;and(ii)
the Licensed Program shall perform in accordance with generally prevailing industry standards.
7.2. Customer represents and warrants that(i)it has all right and authority necessary to enter into and perform this Agreement; (ii)it
owns all right, title, and interest in and to all data provided to ZenCity (if any) for use in connection with this Agreement, or
possesses the necessary authorization thereto;and (iii)ZenCity's use of such materials in connection herewith will not violate the
rights of any third party.
7.3. ZENCITY DOES NOT WARRANT THAT USE OF THE LICENSED PROGRAM WILL BE UNINTERRUPTED OR ERROR FREE;
NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY 3E OBTAINED FROM USE OF THE LICENSED
PROGRAM.EXCEPT AS SET FORTH IN THIS SECTION 8,THE LICENSED PROGRAM IS PROVIDED"AS IS"AND ZENCITY
DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF
MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. ZENCITY DOES NOT
WARRANT THAT ANY OR ALL FAILURES, DEFECTS OR ERRORS WILL BE CORRECTED, OR WARRANT THAT THE
FUNCTIONS CONTAINED IN THE LICENSED PROGRAM WILL MEET CUSTC,MER'S REQUIREMENTS.
8. LIMITATION OF LIABILITY. NEITHER PARTY, NOR ITS SUPPLIERS, OFFICERS, AFFILIATES, REPRESENTATIVES,
CONTRACTORS AND EMPLOYEES,SHALL BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS
AGREEMENT OR RELATED TERMS AND CONDITIONS UNDER ANY CONTRACT, NEGLIGENCE,STRICT LIABILITY,OR OTHER
THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OF DATA OR COST OF
PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY,
PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES; OR (C) FOR ANY MATTER BEYOND SUCH PARTY'S
REASONABLE CONTROL, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. IN
NO EVENT SHALL EITHER PARTY'S AGGREGATE, CUMULATIVE LIABILITY FOR ANY CLAIMS ARISING OUT OF OR IN ANY
WAY RELATED TO THIS AGREEMENT EXCEED THE FEES PAID BY CUSTOMER TO ZENCITY (OR, IN THE CASE OF
CUSTOMER, PAYABLE) FOR THE LICENSED PROGRAM UNDER THIS AGREEMENT IN THE 6 MONTHS PRIOR TO THE ACT
THAT GAVE RISE TO THE LIABILITY.
9. MISCELLANEOUS.Capitalized terms not otherwise defined in these Terms and Conditions have the meaning set forth in the applicable
License Agreement. Neither party shall be held responsible or liable for any losses arising out of any delay or failure in performance of
any part of this Agreement, other than payment obligations,due to any act of god, act of governmental authority, or due to war, riot,
labor difficulty, failure of performance by any third party service, utilities, or equipment provider, or any other cause beyond the
reasonable control of the party delayed or prevented from performing.ZenCity shall have the right to use and display Customer's logos
and trade names for marketing and promotional purposes in connection with ZenCity's website and marketing materials, subject to
Customer's trademark usage guidelines (as provided to ZenCty). If any provision of this Agreement is found to be unenforceable or
invalid,that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full
force and effect and enforceable.This Agreement is not assignable or transferable by either party without the other party's prior written
consent, provided however that either party may assign this Agreement to a successor to all or substantially all of its business or
assets.This Agreemerk'(including the License Agreement)is the complete and exclusive statement of the mutual understanding of the
parties and supersedes and cancels all previous written and oral agreements, communications, and other understandings relating to
the subject matter of this Agreement.All waivers and modifications must be in a writing signed by both parties.No agency,partnership,
joint venture,or employment is created as a result of this Agreement and neither paty has any authority of any kind to bind the other
party in any respect. In any action or proceeding to enforce rights under this Agreement,the prevailing party will be entitled to recover
costs and attorneys' fees. All notices under this Agreement will be in writing and will be deemed to have been duly given when
received,if personally delivered;when receipt is electronically confirmed,if transmitted by facsimile or e-mail;the day after it is sent,if
sent f6r next day delivery by recognized overnight delivery service;and upon receipt, f sent by certified or registered mail,return receipt
requested.This Agreement shall be governed by the laws of the State of Texas without regard to its conflict of laws provisions and the
competent courts in the city of Fort Worth,Texas,shall have exclusive jurisdiction to hear any disputes arising hereunder.
ZENCITY TECHNOLOGIES LTD.LICENSE AGREEMENT
ADDENDUM TO ZENCITY LICENSE AGREEMENT
BETWEEN
THE CITY OF FORT WORTH
AND
ZENCITY TECHNOLOGIES, LTD.
This Addendum to ZenCity License Agreement ("Addendum") is entered into by and
between the ZenCity Technologies, Ltd. ("Vendor") and the City of Fort Worth ("City"),
collectively the "parties", for a purchase of licenses.
The Contract documents shall include the following:
1. The ZenCity License Agreement; and
2. This Addendum.
Notwithstanding any language to the contrary in the attached ZenCity License Agreement
(the "Agreement"), the Parties hereby stipulate by evidence of execution of this 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 Agreement as
follows:
1. Termination.
a. Convenience. After the first year of the Agreement, either City or Vendor
may terminate the Agreement at any time and for any reason by providing the other party
with 30 days written notice of termination.
b. Breach. If either party commits a material breach of the Agreement, the
non-breaching Party must give written notice to the breaching party that describes the
breach in reasonable detail. The breaching party must cure the breach ten (10) calendar
days after receipt of notice from the non-breaching party, or other time frame as agreed to
by the parties. If the breaching party fails to cure the breach within the stated period of
time, the non-breaching party may, in its sole discretion, and without prejudice to any
other right under the Agreement, law, or equity, immediately terminate this Agreement
by giving written notice to the breaching party.
C. Fiscal Funding Out. In the event no funds or insufficient funds are
appropriated by City in any fiscal period for any payments due hereunder, City will
notify Vendor of such occurrence and the Agreement shall terminate on the last day of
the fiscal period for which appropriations were received without penalty or expense to the
City of any kind whatsoever, except as to the portions of the payments herein agreed
upon for which funds have been appropriated.
d. Duties and Obligations of the Parties. In the event that the Agreement is
terminated prior to the Expiration Date, City shall pay Vendor for services actually
rendered up to the effective date of termination and Vendor shall continue to provide City
Addendum Page 1 of 5
with services requested by City and in accordance with the Agreement up to the effective
date of termination. Upon termination of the Agreement for any reason, Vendor shall
provide City with copies of all completed or partially completed documents prepared
under the Agreement. In the event Vendor has received access to City information or data
as a requirement to perform services hereunder, Vendor shall return all City provided
data to City in a machine readable format or other format deemed acceptable to City.
2. Attorneys' Fees, Penalties, and Liquidated Damages. To the extent the attached
Agreement requires City to pay attorneys' fees for any action contemplated or taken, or penalties
or liquidated damages in any amount, City objects to these terms and any such terms are hereby
deleted from the Agreement and shall have no force or effect.
3. Law and Venue. The Agreement 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 the
Agreement shall be in a court of competent jurisdiction in Tarrant County, Texas. To the extent
the Agreement is required to be governed by any state law other than Texas or venue in Tarrant
County, City objects to such terms and any such terms are hereby deleted from the Agreement
and shall have no force or effect.
4. Linked Terms and Conditions. If the Agreement contains a website link to terms
and conditions, the linked terms and conditions located at that website link as of the effective
date of the Agreement shall be the linked terms and conditions referred to in the Agreement. To
the extent that the linked terms and conditions conflict with any provision of either this
Addendum or the Agreement, the provisions contained within this Addendum and the
Agreement shall control. If any changes are made to the linked terms and conditions after the
date of the Agreement, such changes are hereby deleted and void. Further, if Vendor cannot
clearly and sufficiently demonstrate the exact terms and conditions as of the effective date of the
Agreement, all of the linked terms and conditions are hereby deleted and void.
5. Insurance. The City is a governmental entity under the laws of the state of Texas
and pursuant to Chapter 2259 of the Texas Government Code, entitled "Self-Insurance by
Governmental Units," is self-insured and therefore is not required to purchase insurance. To the
extent the Agreement requires City to purchase insurance, City objects to any such provision, the
parties agree that any such requirement shall be null and void and is hereby deleted from the
Agreement and shall have no force or effect. City will provide a letter of self-insured status as
requested by Vendor.
6. Sovereign Immunity. Nothing herein constitu.es a waiver of City's sovereign
immunity. To the extent the Agreement requires City to wE ive its rights or immunities as a
government entity; such provisions are hereby deleted and shall have no force or effect.
7. Indemnity. To the extent the Agreement, in any way, requires City to indemnify
or hold Vendor or any third party harmless from damages of any kind or character, City objects
to these terms and any such terms are hereby deleted from the Agreement and shall have no force
or effect.
Addendum Page 2 of 5
a. INTELLECTUAL PROPERTY INDEMNIFICATION Vendor agrees to defend,
settle, or pay, at its own cost and expense, any claim or action against City for
infringement of any patent, copyright, trade mark, trade secret, or similar
property right arising from City's use of the software and/or documentation in
accordance with this Agreement, it being understood that this agreement to
defend, settle or pay shall not apply if City modifies or misuses the software
and/or documentation. So long as Vendor bears the cost and expense of payment
for claims or actions against City pursuant to this section, Vendor shall have the
right to conduct the defense of any such claim or action and all negotiations for
its settlement or compromise and to settle or compromise any such claim;
however, City shall have the right to fully participate in any and all such
settlement, negotiations, or lawsuit as necessary to protect City's interest, and
City agrees to cooperate with Vendor in doing so. In the event City, for
whatever reason, assumes the responsibility for payment of costs and expenses
for any claim or action brought against City for infringement arising under this
Agreement, City shall have the sole right to conduct the defense of any such
claim or action and all negotiations for its settlement or compromise and to
settle or compromise any such claim; however, Vendor shall fully participate
and cooperate with City in defense of such claim or action. City agrees to give
Vendor timely written notice of any such claim or action, with copies of all
papers City may receive relating thereto. Notwithstanding the foregoing, City's
assumption of payment of costs or expenses shall not eliminate Vendor's duty to
indemnify City under this Agreement. If the software and/or documentation or
any part thereof is held to infringe and the use thereof is enjoined or restrained
or, if as a result of a settlement or compromise, such use is materially adversely
restricted, Vendor shall, at its own expense and as City's sole remedy, either: (a)
procure for City the right to continue to use the software and/or documentation;
or (b) modify the software and/or documentation to make it non-infringing,
provided that such modification does not materially adversely affect
City's authorized use of the software and/or documentation; or (c) replace the
software and/or documentation with equally suitable, compatible, and
functionally equivalent non-infringing software and/or documentation at no
additional charge to City; or (d) if none of the foregoing alternatives is
reasonably available to Vendor terminate this Agreement, and refund all
amounts paid to Vendor by City, subsequent to which termination City may
seek any and all remedies available to City under law.
8. No Debt. In compliance with Article 11 § 5 of the Texas Constitution, it is
understood and agreed that all obligations of City hereunder are subject to the availability of
funds. If such funds are not appropriated or become unavailable, City shall have the right to
terminate the Agreement except for those portions of funds which have been appropriated prior
to termination.
9. Confidential Information. City is a government entity under the laws of the State
of Texas and all documents held or maintained by City are subject to disclosure under the Texas
Public Information Act. To the extent the Agreement requires that City maintain records in
violation of the Act, City 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
Addendum Page 3 of 5
information marked Confidential or Proprietary, City shall promptly notify Vendor. It will be the
responsibility of Vendor to submit reasons objecting to disclosure. A determination on whether
such reasons are sufficient will not be decided by City, but by the Office of the Attorney General
of the State of Texas or by a court of competent jurisdiction.
10. Addendum Controlling. If any provisions of' the attached Agreement, conflict
with the terms herein, are prohibited by applicable law, conflict with any applicable rule,
regulation or ordinance of City, the terms in this Addendum shall control.
11. Immig_ration Nationality Act. Vendor shall verify the identity and employment
eligibility of its employees who perform work under this Agreement, including completing the
Employment Eligibility Verification Form (I-9). Upon request by City, Vendor shall provide
City with copies of all I-9 forms and supporting eligibility documentation for each employee
who performs work under this Agreement. Vendor shall adhere to all Federal and State laws as
well as establish appropriate procedures and controls so that no services will be performed by
any Vendor employee who is not legally eligible to perform such services. VENDOR SHALL
INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES,
LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY
VENDOR, VENDOR'S EMPLOYEES, SUBCONTRACTORS, AGENTS, OR
LICENSEES. City, upon written notice to Vendor, shall have the right to immediately terminate
this Agreement for violations of this provision by Vendor.
12. No Boycott of Israel. If Vendor has fewer than 10 employees or the Agreement is
for less than$100,000, this section does not apply. Vendor acknowledges that in accordance with
Chapter 2270 of the Texas Government Code, City 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, Vendor
certifies that Vendor's signature provides written verification to City that Vendor: (1) does not
boycott Israel; and(2) will not boycott Israel during the term of the Agreement.
13. Right to Audit. Vendor agrees that City shall, until the expiration of one (1) year
after final payment under the Agreement, have access to and the right to examine any directly
pertinent books, documents, papers and records of Vendor involving transactions relating to the
Agreement. Vendor agrees that City shall have access during normal working hours to all
necessary Vendor facilities and shall be provided adequate and appropriate workspace in order to
conduct audits in compliance with the provisions of this section. City shall give Vendor
reasonable advance notice of intended audits.
(signature page follows)
Addendum Page 4 of 5
0
ACCEPTED AND AGREED:
CITY:
City of Fort Wort 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
By: and reporting requirements.
Name:
Title: As Ci Manager t
Date: /Z ;V1 By: t
Name:
Approval Recommended: Title:
Approved as to Form and Legality:
Z'-44nz��
By:
Name: VA ,
Title: i ��� By:
Name*A.
Ott
Kong
Attest: Title: ay ttorney
Contract Authorization:
ffidtll� � / ^
By: R T'
Name: III AY ¢-
Title: City ecretary
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VENDOR:
ZenCity Technologies,Ltd.
Name:
Title: . [z
Date:
OFFICIAL RECORD
Addendum
FT. WORTH,TX