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Contract 53836
CITY SFCRLTAR CONTRACTNO.h3%3(o FORT��ORTH CITY OF FORT WORTH COOPERATIVE PURCHASE This Cooperative Purchase ("Coop Purchase") reflects the agreement between the City of Fort Worth, ("City"), a Texas home rule municipal corporation and Carahsoft Technology Corp, a Virginia Corporation ("Vendor") to purchase Socrata product licenses and professional consultant services under a cooperative agreement. The Coop Purchase includes the following documents (collectively, Cooperative Documents") which shall be construed in the order of precedence in which they are listed: 1. Schedule A—Fort Worth Terms and Conditions("Fort Worth Agreement"); 2. Schedule B—General Sei vices Administration Cooperative Contract GS-35F- 0119Y("Cooperative Contract"); 3. Schedule C—Government--Price Quotation ("Quote"); and 4. Schedule D—Conflict of Interest Questionnaire. All the Schedules which are attached hereto and incorporated herein are made a part of this Coop Purchase for all purposes. In the event of a conflict between the Fort Worth Agreement, the Quote and/or the Cooperative Contract, then the Fort Worth Agreement shall control over both, but only to the extent allowable under the Cooperative Contract. The maximum amount to be paid to the Vendor for all services performed and goods purchased hereunder shall not exceed $127,280.00 for implementation costs between the Initial Term and the first Renewal Term and $170,000.04 for maintenance in the Initial Term and each Renewal Term thereafter. There is $62,726.25 of implementation costs remaining after the Initial Term that will be invoiced and paid during the first Renewal Term. The Coop Purchase shall become effective as of April 16,2019 (the"Effective Date") and shall expire December 19,2020(the Expiration Date"),the"Initial Term"unless terminated earlier in accordance with the provisions of the Agreement or otherwise extended by the parties. The Coop Purchase may be renewed for two (2) of renewals at City's option, each a"Renewal Term." City shall provide Vendor with written notice of its intent to renew at least thirty (30) days prior to the end of each term. The undersigned represents and warrants that he or she has the power and authority to execute this Coop Purchase and the Cooperative Documents and bind the Vendor. (signature page follows) APB 2 h 2420 mysicA RUAL RECURV Cooperative Purchase PAOUNPONETARY FT WON'T",T Executed effective as of the date signed by the Assistant City Manager below. FORT WORTH: City of Fort Worth Contract Compliance Manager: By signing I acknowledge that I am the person responsible for the monitoring and administration of this contract, including By: ��" - _ ensuring all performance and reporting Name: requirements. Title: Assistant City Manager Date: 0� �J�� By: Approval Recommended: Name: Title: k4(i& ftld + DNA(, tMk11"d Approved as to Form and Legality: By: Name: Title: a By: Attest: Name: John 4B. Strong Title: Assistant City Attorney Contract Authorization: By: M&C: Na RPI y Title: City ecrctar 5 ti a°ts • ao,a- '41e5 14 IX VENDOR: Carahsoft Technology Corp8aUon",Z�'--` By: Alt�� 15IY Name: Kristina Smith Title: Contracts Director Date: 3-23-20 CM SECRETARY FT. WORTH,YX Cooperative Purchase FORT '� APIU[11311 1. Termination. 1.1. Convenience.Either the City or Vendor may terminate this Agreement at any time and for any reason by providing the other party with 30 days written notice of termination. 1.2. Breach. If either party commits a material breach of this 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 this Agreement, law, or equity, immediately terminate this Agreement by giving written notice to the breaching party. 1.3. Fiscal Funding Out.M the event no funds or insufficient funds are appropriated by the City in any fiscal period for any payments due hereunder, the City will notify Vendor of such occurrence and this 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. 1.4. Duties and Obligations of the Parties. In the event that this Agreement is terminated prior to the Expiration Date,the City shall pay Vendor for services actually rendered up to the effective date of termination and Vendor shall continue to provide the City with services requested by the City and in accordance with this Agreement up to the effective date of termination. Upon termination of this Agreement for any reason, Vendor shall provide the City with copies of all completed or partially completed documents prepared under this 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 the City in a machine readable format or other format deemed acceptable to the City. 2. Disclosure of Conflicts and Confidential Information. 2.1. Disclosure of Conflicts.Vendor hereby warrants to the City that Vendor has made full disclosure in writing of any existing or potential conflicts of interest related to Vendor's services under this Agreement.In the event that any conflicts of interest arise after the Effective Date of this Agreement, Vendor hereby agrees immediately to make full disclosure to the City in writing. Cooperative Purchase Page 3 of 48 2.2. Confidential Information. The City acknowledges that Vendor may use products, materials, or methodologies proprietary to Vendor. The City agrees that Vendor's provision of services under this Agreement shall not be grounds for the City to have or obtain any rights in such proprietary products, materials, or methodologies unless the parties have executed a separate written agreement with respect thereto. Vendor, for itself and its officers, agents and employees, agrees that it shall treat all information provided to it by the City ("City Information") as confidential and shall not disclose any such information to a third party without the prior written approval of the City. 2.3. Public Information Act. 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.In the event there is a request for information marked Confidential or Proprietary, City 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 City, but by the Office of the Attorney General of the State of Texas or by a court of competent jurisdiction. 2.4. Unauthorized Access.Vendor shall store and maintain City Information in a secure manner and shall not allow unauthorized users to access, modify,delete or otherwise corrupt City Information in any way.Vendor shall notify the City immediately if the security or integrity of any City information has been compromised or is believed to have been compromised, in which event, Vendor shall, in good faith, use all commercially reasonable efforts to cooperate with the City in identifying what information has been accessed by unauthorized means and shall fully cooperate with the City to protect such information from further unauthorized disclosure. 3. Right to Audit. 3.1. Vendor agrees that the City shall, until the expiration of three(3)years after final payment under this Agreement, have access to and the right to examine at reasonable times any directly pertinent books, documents, papers and records of the Vendor involving transactions relating to this Agreement at no additional cost to the City. Vendor agrees that the City shall have access during normal working hours to all necessary Vendor facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. The City shall give Vendor not less than 10 days written notice of any intended audits. 3.2. Vendor further agrees to include in all its subcontractor agreements hereunder a provision to the effect that the subcontractor agrees that the City shall,until expiration of three(3) years after final payment of the subcontract,have access to and the right to examine at reasonable times any directly pertinent books,documents, papers and records of such subcontractor involving transactions related to the subcontract, and further that City shall have access during normal working hours to all subcontractor facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this paragraph.City shall give subcontractor not less than 10 days written notice of any intended audits. Cooperative Purchase Page 4 of 48 4. Independent Contractor. It is expressly understood and agreed that Vendor shall operate as an independent contractor as to all rights and privileges granted herein, and not as agent, representative or employee of the City. Subject to and in accordance with the conditions and provisions of this Agreement, Vendor shall have the exclusive right to control the details of its operations and activities and be solely responsible for the acts and omissions of its officers, agents, servants, employees, contractors and subcontractors. Vendor acknowledges that the doctrine of respondeat superior shall not apply as between the City, its officers,agents,servants and employees,and Vendor,its officers,agents,employees, servants, contractors and subcontractors. Vendor further agrees that nothing herein shall be construed as the creation of a partnership or joint enterprise between City and Vendor. It is further understood that the City shall in no way be considered a Co-employer or a Joint employer of Vendor or any officers, agents, servants, employees or subcontractors of Vendor.Neither Vendor, nor any officers, agents, servants, employees or subcontractors of Vendor shall be entitled to any employment benefits from the City. Vendor shall be responsible and liable for any and all payment and reporting of taxes on behalf of itself, and any of its officers,agents, servants, employees or subcontractors. 5. "ILITY AND INDEMNIFICATION. 5.1. LIABILITY - VENDOR SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER,WHETHER REAL OR ASSERTED,TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(S), MALFEASANCE OR INTENTIONAL MISCONDUCT OF VENDOR,ITS OFFICERS,AGENTS,SERVANTS OR EMPLOYEES. 5.2. INDEMNIFICATION-VENDOR HEREBY COVENANTS AND AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND THE CITY, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS OR LAWSUITS OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR EITHER PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO VENDOR'S BUSINESS, AND ANY RESULTING LOST PROFITS) PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, AND DAMAGES FOR CLAIMS OF INTELLECTUAL PROPERTY INFRINGEMENT, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT,TO THE EXTENT CAUSED BY THE ACTS OR OMISSIONS OF VENDOR, ITS OFFICERS, AGENTS, SUBCONTRACTORS, SERVANTS OR EMPLOYEES. 5.3. INTELLECTUAL PROPERTY INFRINGEMENT. 5.3.1. The Vendor warrants that all Deliverables, or any part thereof, furnished hereunder, including but not limited to: programs, documentation, software, analyses, applications, methods, ways, and processes (in this Section SC each individually referred to as a "Deliverable" and collectively as the "Deliverables,") do not infringe upon or violate any patent,copyrights,trademarks, service marks,trade secrets, or any intellectual property rights or other third party proprietary rights,in the performance of services under this Agreement. Cooperative Purchase Page 5 of 48 5.3.2. Vendor shall be liable and responsible for any and all claims made against the City for infringement of any patent,copyright,trademark,service mark, trade secret, or other intellectual property rights by the use of or supplying of any Deliverable(s)in the course of performance or completion of,or in any way connected with providing the services, or the City's continued use of the Deliverable(s) hereunder. 5.3.3. Vendor agrees to indemnify,defend,settle,or pay,at its own cost and expense, including the payment of attorney's fees, any claim or action against the City for infringement of any patent, copyright, trade mark, service mark, trade secret, or other intellectual property right arising from City's use of the Deliverable(s), or any part thereof, in accordance with this Agreement, it being understood that this agreement to indemnify, defend,settle or pay shall not apply if the City modifies or misuses the Deliverable(s). So long as Vendor bears the cost and expense of payment for claims or actions against the City pursuant to this section 8, 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 the 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 the City for infringement arising under this Agreement, the 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 the 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,the City's assumption of payment of costs or expenses shall not eliminate Vendor's duty to indemnify the City under this Agreement.If the Deliverable(s),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 Deliverable(s); or (b) modify the Deliverable(s) to make them/it non-infringing, provided that such modification does not materially adversely affect City's authorized use of the Deliverable(s);or(c)replace the Deliverable(s)with equally suitable,compatible,and functionally equivalent non-infringing Deliverable(s)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 the City, subsequent to which termination City may seek any and all remedies available to City under law. VENDOR'S OBLIGATIONS HEREUNDER SHALL BE SECURED BY THE REQUISITE INSURANCE COVERAGE AND AMOUNTS SET FORTH IN SECTION 10 OF THIS AGREEMENT. 6. Assignment and Subcontracting. 6.1. Vendor shall not assign or subcontract any of its duties,obligations or rights under this Agreement without the prior written consent of the City. If the City grants consent to an Cooperative Purchase Page 6 of 48 assignment, the assignee shall execute a written agreement with the City and the Vendor under which the assignee agrees to be bound by the duties and obligations of Vendor under this Agreement.The Vendor and assignee shall be j ointly liable for all obligations under this Agreement prior to the assignment. If the City grants consent to a subcontract, the subcontractor shall execute a written agreement with the Vendor referencing this Agreement under which the subcontractor shall agree to be bound by the duties and obligations of the Vendor under this Agreement as such duties and obligations may apply.The Vendor shall provide the City with a fully executed copy of any such subcontract. 6.2. MBE Goal-Omitted 7. Insurance. 7.1. The Vendor shall carry the following insurance coverage with a company that is licensed to do business in Texas or otherwise approved by the City: 7.1.1. Commercial General Liability: 7.1.1.1. Combined limit of not less than $2,000,000 per occurrence; $4,000,000 aggregate;or 7.1.1.2. Combined limit of not less than $1,000,000 per occurrence; $2,000,000 aggregate and Umbrella Coverage in the amount of $4,000,000. Umbrella policy shall contain a follow-form provision and shall include coverage for personal and advertising injury. 7.1.1.3.Defense costs shall be outside the limits of liability. 7.1.2. Automobile Liability Insurance covering any vehicle used in providing services under this Agreement, including owned, non-owned, or hired vehicles, with a combined limit of not less than$1,000,000 per occurrence. 7.1.3. Professional Liability(Errors &Omissions) in the amount of$1,000,000 per claim and$1,000,000 aggregate limit. 7.1.4. Statutory Workers' Compensation and Employers' Liability Insurance requirements per the amount required by statute. 7.1.5. Technology Liability(Errors&Omissions) Cooperative Purchase Page 7 of 48 7.1.5.1. Combined limit of not less than $2,000,000 per occurrence; $4million aggregate or 7.1.5.2. Combined limit of not less than $1,000,000 per occurrence; $2,000,000 aggregate and Umbrella Coverage in the amount of $4,000,000. Umbrella policy shall contain a follow-form provision and shall include coverage for personal and advertising injury. The umbrella policy shall cover amounts for any claims not covered by the primary Technology Liability policy.Defense costs shall be outside the limits of liability. 7.1.5.3. Coverage shall include, but not be limited to, the following: 7.1.5.3.1. Failure to prevent unauthorized access; T 1.53.2. Unauthorized disclosure of information; 7.1.5.3.3. Implantation of malicious code or computer virus; 7.1.5.3.4. Fraud, Dishonest or Intentional Acts with final adjudication language; 7.1.5.3.5. Intellectual Property Infringement coverage, specifically including coverage for intellectual property infringement claims and for indemnification and legal defense of any claims of intellectual property infringement, including infringement of patent, copyright, trade mark or trade secret, brought against the City for use of Deliverables, Software or Services provided by Vendor under this Agreement; 7.1.5.3.6. Technology coverage may be provided through an endorsement to the Commercial General Liability (CGL) policy, a separate policy specific to Technology E&O, or an umbrella policy that picks up coverage after primary coverage is exhausted.Either is acceptable if coverage meets all other requirements.Technology coverage shall be written to indicate that legal costs and fees are considered outside of the policy limits and shall not erode limits of liability. Any deductible will be the sole responsibility of the Vendor and may not exceed$50,000 without the written approval of the City. Coverage shall be claims-made, with a retroactive or prior acts date that is on or before the effective date of this Agreement. Coverage shall be maintained for the duration of the contractual agreement and for two (2) years following completion of services provided. An annual certificate of insurance,or a full copy of the policy if requested, shall be submitted to the City to evidence coverage; Cooperative Purchase Page 8 of 48 and 7.1.5.3.7. Any other insurance as reasonably requested by City. 7.2, General Insurance Requirements: 7.2.1. All applicable policies shall name the City as an additional insured thereon, as its interests may appear. The term City shall include its employees, officers, officials,agents, and volunteers in respect to the contracted services. 7.2.2. The workers' compensation policy shall include a Waiver of Subrogation (Right of Recovery) in favor of the City of Fort Worth. 7.2.3. A minimum of Thirty (30) days' notice of cancellation or reduction in limits of coverage shall be provided to the City. Ten(10)days' notice shall be acceptable in the event of non-payment of premium. Notice shall be sent to the Risk Manager, City of Fort Worth, 1000 Throckmotton, Fort Forth, Texas 76102, with copies to the City Attorney at the same address. 7.2.4. The insurers for all policies must be licensed and/or approved to do business in the State of Texas. All insurers must have a minimum rating of A-VII in the current A.M.Best Key Rating Guide, or have reasonably equivalent financial strength and solvency to the satisfaction of Risk Management. If the rating is below that required, written approval of Risk Management is required. 7.2.5. Any failure on the part of the City to request required insurance documentation shall not constitute a waiver of the insurance requirement. 7.2.6. Certificates of Insurance evidencing that the Vendor has obtained all required insurance shall be delivered to and approved by the City's Risk Management Division prior to execution of this Agreement. 8. Compliance with Laws,Ordinances,Rules and Regulations. Vendor agrees to comply with all applicable federal,state and local laws,ordinances,rules and regulations. If the City notifies Vendor of any violation of such laws, ordinances, rules or regulations, Vendor shall immediately desist from and correct the violation. 9. Non-Discrimination Covenant. Vendor, for itself, its personal representatives, assigns, subcontractors and successors in interest,as part of the consideration herein,agrees that in the performance of Vendor's duties and obligations hereunder, it shall not discriminate in the treatment or employment of any individual or group of individuals on any basis prohibited by law. If any claim arises from an alleged Cooperative Purchase Page 9 of 48 violation of this non-discrimination covenant by Vendor, its personal representatives, assigns, subcontractors or successors in interest,Vendor agrees to assume such liability and to indemnify and defend the City and hold the City harmless from such claim. 10. Notices. Notices required pursuant to the provisions of this Agreement shall be conclusively determined to have been delivered when (1) hand-delivered to the other party, its agents, employees, servants or representatives, (2) delivered by facsimile with electronic confirmation of the transmission, or(3)received by the other party by United States Mail,registered,return receipt requested, addressed as follows: TO THE CITY: TO VENDOR: City of Fort Worth Carahsoft Technology Corporation Attn: Assistant City Manager Attn: Kristina Smith 200 Texas Street 11493 Sunset Hills road Fort Worth TX 76102 Reston,VA,20190 Facsimile: (817)392 YL 0 Facsimile: (703)-871-8505 With Copy to the City Attorney at same address 11. Solicitation of Employees. Neither the City nor Vendor shall, during the term of this Agreement and additionally for a period of one year after its termination,solicit for employment or employ, whether as employee or independent contractor, any person who is or has been employed by the other during the term of this Agreement, without the prior written consent of the person's employer. This provision shall not apply to an employee who responds to a general solicitation or advertisement of employment by either party. 12. Governmental Powers. It is understood and agreed that by execution of this Agreement, the City does not waive or surrender any of its governmental powers. 13. No Waiver. The failure of the City or Vendor to insist upon the performance of any term or provision of this Agreement or to exercise any right granted herein shall not constitute a waiver of the City's or Vendor's respective right to insist upon appropriate performance or to assert any such right on any future occasion. 14. Governing Law and Venue. This Agreement shall be construed in accordance with the laws of the State of Texas.If any action,whether real or asserted,at law or in equity,is brought on the basis of this Agreement, venue for such action shall lie in state courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas,Fort Worth Division. 15. Severability. If any provision of this Agreement is held to be invalid, illegal or Cooperative Purchase Page 10 of 48 unenforceable,the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired. 16. Force Ma'eure. The City and Vendor shall exercise their best efforts to meet their respective duties and obligations as set forth in this Agreement,but shall not be held liable for any delay or omission in performance due to force majeure or other causes beyond their reasonable control (force majeure),including, but not limited to, compliance with any government law,ordinance or regulation,acts of God, acts of the public enemy, fires, strikes, Iockouts, natural disasters, wars, riots, material or labor restrictions by any governmental authority,transportation problems and/or any other similar causes. 17. Headings Not Controllin . Headings and titles used in this Agreement are for reference purposes only and shall not be deemed a part of this Agreement. 18. Review of Counsel. The parties acknowledge that each party and its counsel have reviewed this Agreement and that the normal rules of construction to the effect that any ambiguities are to he resolved against the drafting party shall not be employed in the interpretation of this Agreement or exhibits hereto. 19. Amendments. No amendment of this Agreement shall be binding upon a party hereto unless such amendment is set forth in a written instrument, and duly executed by an authorized representative of each party. 20. Entire y of Agreement. This Agreement, including any exhibits attached hereto and any documents incorporated herein by reference, contains the entire understanding and agreement between the City and Vendor, their assigns and successors in interest, as to the matters contained herein. Any prior or contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict with any provision of this Agreement. 21. Counterparts. This Agreement may be executed in one or more counterparts and each counterpart shall,for all purposes,be deemed an original,but all such counterparts shall together constitute one and the same instrument. An executed Agreement, modification, amendment, or separate signature page shall constitute a duplicate if it is transmitted through electronic means, such as fax or e-mail, and reflects the signing of the document by any party.Duplicates are valid and binding even if an original paper document bearing each party's original signature is not delivered. 22. Warran of Services. Vendor warrants that its services will be of a professional quality and conform to generally prevailing industry standards. City must give written notice of any breach of this warranty within thirty(30)days from the date that the services are completed. fn such event, at Vendor's option,Vendor shall either(a)use commercially reasonable efforts to re-perform the services in a manner that conforms with the warranty, or(b) refund the fees paid by the City to Vendor for the nonconforming services. 23. Network Access. Cooperative Purchase Page 11 of 48 23.1. City Network Access. 1f Vendor, and/or any of its employees, officers, agents, servants or subcontractors(for purposes of this section"Vendor Personnel"),requires access to the City's computer network in order to provide the services herein,Vendor shall execute and comply a Network Access Agreement. 23.2. Federal Law Enforcement Database Access. If Vendor,or any Vendor Personnel, requires access to any federal law enforcement database or any federal criminal history record information system, including but not limited to Fingerprint Identification Records System ("FIRS"),Interstate Identification Index System("III System"),National Crime Information Center ("NCIC")of National Fingerprint File ("NFF"), or Texas Law Enforcement Telecommunications Systems ("TLETS"),that is governed by and/or defined in Title 28, Code of Federal Regulations Part 20 ("CFR Part 20"), for the purpose of providing services for the administration of criminal justice as defined therein on behalf of the City or the Fort Worth Police Department, under this Agreement, Vendor shall comply with the Criminal Justice Information Services Security Policy and CFR Part 20, as amended, and shall separately execute the Federal Bureau of Investigation Criminal Justice Information Services Security Addendum..No changes,modifications,alterations, or amendments shall be made to the Security Addendum. The document must be executed as is, and as approved by the Texas Department of Public Safety and the United States Attorney General. 24. Immigration 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(1-9). 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 INDEMNITY 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. 25. Informal Dispute Resolution. Except in the event of termination pursuant to Section 4.2, if either City or Vendor has a claim, dispute,or other matter in question for breach of duty, obligations, services rendered or any warranty that arises under this Agreement, the parties shall first attempt to resolve the matter through this dispute resolution process. The disputing party shall notify the other party in writing as soon as practicable after discovering the claim, dispute,or breach. The notice shall state the nature of the dispute and list the parry's specific reasons for such dispute. Within ten(10) business days of receipt of the notice, both parties shall commence the resolution process and make a good faith effort,either through email,mail,phone conference,in person meetings,or other reasonable means to resolve any claim,dispute,breach or other matter in question that may arise out of,or in connection with this Agreement. If the parties fail to resolve the dispute within sixty(60)days of the date of receipt of the notice of the dispute,then the parties may submit the matter to non-binding mediation in Tarrant County,Texas,upon written consent of authorized representatives of both parties in accordance with the Industry Arbitration Rules of the American Arbitration Association or other applicable rules governing mediation then in effect.The mediator shall be agreed to by the parties.Each party shall be liable for its own expenses, including attorney's fees; however, the parties shall share equally in the costs of the mediation. If the parties cannot resolve the dispute through mediation,then either party shall have the right to exercise any and all remedies available under law regarding the dispute. Notwithstanding the fact that the parties may be attempting to resolve a dispute in accordance with this informal dispute Cooperative Purchase Page 12 of 48 resolution process,the parties agree to continue without delay all of their respective duties and obligations under this Agreement not affected by the dispute. Either party may, before or during the exercise of the informal dispute resolution process set forth herein, apply to a court having jurisdiction for a temporary restraining order or preliminary injunction where such relief is necessary to protect its interests. 26. 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. 27. Reporting Requirements. 27.1. For purposes of this section,the words below shall have the following meaning: 27.1.1. Child shall mean a person under the age of 18 years of age. 27.1.2. Child pornography means an image of a child engaging in sexual conduct or sexual performance as defined by Section 43.25 of the Texas Penal Code. 27.1.3. Computer means an electronic, magnetic, optical, electrochemical, or other high-speed data processing device that performs logical, arithmetic, or memory functions by the manipulations of electronic or magnetic impulses and includes all input, output,processing, storage,or communication facilities that are connected or related to the device. 27.1 A. Computer technician means an individual who, in the course and scope of employment or business, installs, repairs, or otherwise services a computer for a fee. This shall include installation of software,hardware,and maintenance services. 27.2. Reporting Requirement. If Vendor meets the definition of Computer Technician as defined herein, and while providing services pursuant to this Agreement, views an image on a computer that is or appears to be child pornography,Vendor shall immediately report the discovery of the image to the City and to a local or state law enforcement agency or the Cyber Tip Line at the National Center for Missing and Exploited Children.The report must include the name and address of the owner or person claiming a right to possession of the computer, if known, and as permitted by law. Failure by Vendor to make the report required herein may result in criminal and/or civil penalties. Cooperative Purchase Page 13 of 48 28. Survival of Provisions. The parties' duties and obligations pursuant to sections related to Duties and Obligations,Disclosure of Conflicts and Confidential Information,Right to Audit,and Liability and Indemnification shall survive termination of this Agreement. Cooperative Purchase Page 14 of 48 Schedule B Cooperative Agreement IZQ GENERAL PURPOSE COMMERCIAL fNFORMATION 1-FCMM0L0GV EQUIPMENT, GS-35E-011 IDge 19, n21 SOFTWARE,A14D SERVICES Cooperative Purchase Page 15 of 48 Schedule C uote Cooperative Purchase Page 16 of 48 GOVERNMENT-PRICE QUOTATION cARAHsOFr TECHNOLOGY CORP carahs`ft" 1860 MICHAEL FARADAY DRIVE I SUrrf 100� RESTON,VIRGINIA 2019t3 PHONE 1703)977-8500 1 FAX(703)871-SSDS f Li'OLL FREE(888r 66CARAH WVVl•V.tARAHS0FT.00M I SALES@CARAHSOFT.COM TD: Shaun Campbell FROM: Stephanie Wilson City of Fort Worth CarahsoR Technology Corp. 200 Texas,Lower Level 1860 Michael Faraday Drive Fort Worth,TX 76102 USA Suite 100 Reston,Virginia 20190 EMAIL: shaun.campbell@fortworthtexas.gov tMAtL• Stephanie.Wrlsonpwrahsoft.com PHONE: (800)870-6079 PHONE: (703)230-7585 FAX: (703)871-8505 TERMS: GSA Schedule No:GS-35F-0119Y QUOTE NO: 14380571 Term:December 20,2011-December 19,2021 QUOTE DATE: 0210112D19 F71N:52-2189693 QUOTE EXPIRES: 03MI2019 Shipping Point:.FOB-Destination RFQ NO: Credit Cards:VISA/MasterCard/AMEX Remit To:Same as Above SHIPPING. GROUND Payment Terms:Net 30(On Approved Credit) TOTAL PRICE: $807,280-18 Cage Cade:1P3C5. DUNS No:088365767 Business Size:Other than Small _...._..................................._....____.___..._._..._ Sales Tax May Apply TOTAL QUOTE: $807,280-16 LINE NO. PART NO, DESCRIPTION QUOTE PRICE QTY EXTENDED PRICE 1 SOCSCGC-PRO The full Socrata product suite to data enable any $14,166.6700 GSA 12 $170.000.04 program.Limitations:25 Monthly Active Users, 500K External API calls,2TB of data storage. Includes Support and Education.Excludes:Set-Up Additional 10 Monthly Active Users Included. Includes Safe FME License is for 1 year. Maintenance fees are provided for Year 1 only Socrata-SOCSCGC-PRO Start Date:0110112019 End Date:12f3112019 2 7065-120- Secrete Principal Consultant(professional $215.00 GSA 592 $127,280.00 91901398 services).Principal Consultants will provide strategic hest practices for building a digital government roadmap and capabilities to modernize government for using data to manage performance to results. Secrets-SOCSRV-00400 Start Date:01/0112019 End Date:12131/2019 SUBTOTAL: $297.280.04 YEAR 2 — - 3 SOCSCGC-PRO The full Secrete product suile to data enable any $14,166.6700 GSA 12 $170,000.04 program.Limitations:25 Monthly Active Users, 500K External API calls,2TB of data storage. Includes Support and Education,Excludes:Set-Up Additional 10 Monthly Active Users Included. Includes Safe FME License is for 1 year. Maintenance fees are provided for Year 1 only Socrata-SOCSCGC-PRO Start Date:0110112020 End Date:12i3112020 CONFIDENTIAL QUOTE DATE:- 02101/2019 PAS 1 of 2 QUOTE NO: 14380571 Cooperative Purchase Page 17 of 48 GOVERNMENT-PWCE QUOTATION CARAHSCIFT TECHNOLOGY CORP carat soft. 1860 MICHAEL FARADAY DRIVE)SUITE 100 RESTON,VIRGINIA 20190 PHONE i703)871-8500 f FAX(703)871-8505 TOLL FREE(889)66CARAH WWL'1r.CARAHSOF1.COM I SALES@CARAHSOFT COM kLltlTk PRICE ______QTY EXTEfdL3ED PRICE.___ YEAR 2 SUBTOTAL: $17U,000.04 YEAR 3 4 SOCSCGGPRO The full Socrata product suite to data enable any $14.166,6700 GSA 12 $170,000.04 program.Limitations:25 Monthly Active Users, 500K External API calls,2TB of data storage. Includes Support and Education.Excludes:Set Up Additional 10 Monthly Active Users Included. Includes Safe FME License is for 1 year. Maintenance fees are provided for Year 1 only Socrata-SOCSCGC-PRO Start Date:01/01/2021 End Date:1213112021 YEAR 3 SUBTOTAL: $170,000.04 YEAR 4 5 SOCSGGC-PRO The full Socrata product suite to data enable any $14,166.6700 GSA 12 $170,000.04 program.Limitations:25 Monthly Active Users, 500K External API calls,2TB of data storage. Includes Support and Education.Excludes:Set-Up Additional 10 Monthly Active Users included. Includes Safe FMF License is for 1 year. Maintenance fees are provided for Year 1 only Socrata-SOCSCGC-PRO Start Date:01/0112M End Date:12f31J2022 YEAR 4 SUBTOTAL: $170,000.04 SUBTOTAL: $807,280.16 TOTALPRICE: $807,280.18 TOTAL QUOTE:._._..._._.............$807,280AS The execution of a purchase order Is confirmation and acceptance of this quote and terms herein. This Is a 4-year agreement that will be billed yearly for software.The level of support is SILVER. SPECIAL CONDITIONS: (1)This quote is subject to Socrata's GSA Software as a Service(SaaS)Agreement and Statement of Work,which are attached and Incorporated herein by reference. 2)The term of this agreement is four(4)years and is not cancellable,except as set forth in Section F(2)of the SaaS Agreement,Software subscription fees are payableannually. (3)Professional services are to be billed quarterly as hours are delivered. SOCSCGC•PRO Socrata Connected Government Cloud-Program:7he full Socrata product suite.Limits:26 Monthly Active Users,600K External API calls,2T6 of data storage.Includes Support an Education.Excludes:Set-Up. ,Additional 10 Monthly Active Users Included. -Includes a license provided by Safe FME,This represents one fixed license.These llcanses are tied to a single specified computer via the registration Key,not an individual.Fixed licenses can be transferred to a different computer as long as it Is removedluninstalled from the previous computer.Safe FME License is for 1 year.Maintenance fees are provided for Year 1 only. 2018-SOC-SRV-00400 Socrata Consultant(professional services),Socrata Consultants will provide expertise and best practices in data extraction, transformation,standardization and oonsumability.Using data to manage performance to results.Price is per hour. CONFIDENTIAL QUOTE DATE: 02r0112019 PAGE 2 a#2 QUOTE NO: 14380571 Cooperative Purchase Page 1S of 48 .. ...... ............................ City of Fort Worth, Texas Scope of Work: Blueprint SCGC Data and Performance Insights January 29,2019 1 NJ Inure Vj$it&WV, Empowering pimple who serve the public' 01DOO Cooperative Purchase Page 19 of 48 I Documentpurpose........................................................................................ ...................,. .........„ .3 ProgramExecutive Summary.............................................................................................................................3 FortWorth Outcomes....................................................................................................................................3 Mission-Level Outcomes(Strategic Value)....................................................................................................4 Implementation Outcomes(Operational Improvement)...............................................................................4 Implementation Strategies............................................................................................................................5 lImplementation Summary............................................................................ ....------.............................6 Phase 1:Blueprint Upgrade to Socrata Connected Government Cloud........................................................ Phase 1 Implementation Strategies............................................................................... ...........6 i Phase 1 Implementation Outputs........................................ ......•-----.-----................................................7 Phase 2:Blueprint Financial Insights Program......................... Phase 2 Implementation Outputs............................. Phase 3:Blueprint Performance Management Program.............................................................................11 Phase 3 Implementation Strategies.........................................................................................................11 E Phase 1,2,and 3 Estimated Schedule.......................____............................•--..........................................12 Implementation Launch Criteria..................................................................................................-...............13 Implementation Approach,Activities and Deliverables...................................................................................14 Outsideof Scope..............................................................................................................................................17 SOW Assumptions and Responsibilities............................................ ClientResponsibilities..................................................................................................................................23 SocrataResponsibilities.................................................................................................. 19 CompletionCriteria....................................................................................... ...............................20 EstimatedSchedule......................................................................................................._.............................20 SOWTerm and Hours...................................................................................................................................21 i I i i i I!i i i i 1 I ! z Empowering people who serve the public' E?a0:�!, Cooperative Purchase Page 20 of 48 i Document purpose The document outlines activities and deliverables that Tyler Technologies,Data and Insights division, formerly known as Socrata(Socrata)will provide to Fort Worth.This Scope of Work(SOW),details the p3an, the tasks and responsibilities that will be completed to deploy the Platform Service(s)and associated consultation.It also outlines expectations for Fort Worth's participation In the Plan. Program Executive Summary I Socrata wilt work with Fort Worth to advance the way they currently use data internally and externally for decision making,analysis and tracking progress toward priority outcomes.Socrata has been along-standing partner for Fort Worth and is well positioned to iterate on the tools and processes currently in place,value of the platform to the city.Our Global Services team proposes a combination of technology upgrades,data migrations,and data governance and autornat'san consulting services to propel Fort Worth's data program with speed and efficiency. Fort Worth has outlined the following goals as part ofthis critical upgrade of its data sharing and reporting mechanisms: • For internal and command staff,a dashboard to display crime stats broken down by the following groups: o Violentcrimes o Propertycrimes • Additional internal data for staff: o use of force o Budget o Overtime o personnel/staffing The proposed solution will help the Fort Worth Police Department accomplish its goals of creating a centralized,secure,and scalable data hub that will service all of its internal data sharing needs and all external components,such as the Open Data Portal. I This solution will incorporate Socrata's best-of-breed,next generation ofvisualization and analytical j capabilities,aimed at providing end users with a robust tool for data sharing and decision-making.By using E the Socrata Connected Government Cloud(SCGC),the Fort Worth Police Department MI be able to leverage countless benefits by making their data accessible and understandable to both internal and external users.Socrata is committed to ensuring that the Police Department and any future participating departments have a clear approach and framework for the publication of new,relevant datasets.This will be accomplished by ensuring that the hew portal,within the SCGC platform,has a.clear and sustainable ) approach in place for new data ingress,metadata allocation and visualization Creation—making the analyses and use of infarmation from the portal more intuitive and useful. Fort Worth Outcomes As a partner,Socrata will assist Foil Worth in developing tre program,beginning with the Fort Worth Police Department and expand it the Budget Office and others in subsequent months.The program foundation hinges onthe centralization and automation ofthe Fart Worth Police Department's operations and crime itt rr. r� Far mareinfarsnattan.vfsi;�•�w!}3ex:wL :c:a a Empowering people who terve the public' Cooperative Purchase Page 21 of 4S .... ........_...... I data to II he Socrata Owsnected C,clYernmPnt Cloud(5CGcl,which v1111 allow for strateloc and comrollg¢ sharing,analysts,automated reporting,and internal and external storytelling. Mission-Level Outcomes(Strategic Value) i Fort Worth has outlined the following initial goals as part of this critical upgrade of its data sharing and reporting mechanisms: • Fort Worth Police Department internal and commands staff are ahle to track and provide insights into violent crimes and property crimes through data. • The Police Chief has a tangible example of how performance management can be used to collaborate across the department and problem-solve to reduce crime in Fort Worth. implementation Outcomes(Operational improvement) As part ofthe technology and process upgrade,Socrata proposesthe creation ofa Socrata Connected Government Cloud instance,which will serve as the secure,internal enterprise data repository for Fort Worth.We refer to this internal data repository as SCGC for the purpose of this SOW,but this can be renamed.This SCGC will securely house data that is intended for internal usage only,and data that is Iidentified as open data can be approved and published('passed through'Rothe public-facing open data portal.Socrata Mfl accomplish the following with the following proposed changes: Phase 1 *4 Curate dashboards to view crime data across different crime types,including violent crimes.and property crimes. �y Establish an easy-to-use,interactive platform for storing,visualizing,and disseminating information,with the ability to filter data across the following areas: n Use of force n Budget n Overtime j Personnel/staffing I s® Ability to show information related to Use of Force and other KPIs in a consumable format. oo Create a mechanism to pass-through all datasets from the SCGC that are deemed public to the Open Data Portal on a scheduled basis. Phase 2 NI Deploy budget,payroll and expenditures datasets to support the city s budget office. * Deploy Socrata's Data-as-a-Service Platform to modernize the management built-in reporting, visual data exploration,and data sharing of financial information both internally and externally. * Establish Connected Government Cloud functionality,such as triggers and alerts on spending,is leveraged to improve business processes,and highlight spending and budget office priorities. *�r All departments have access and canview theirfriancial information to include budgets and expenditures. a oo . -- For mere mfar whun.visit vrww 1• ect-roa. Empowering people who serve thepubllc' 0 0 t `<� 9 Cooperative Purchase Page 22 of 48 € _. .._... _.. _....... .... .. __.—. __.... _...-..........W. _ _.. ,.. ._ . ............_ __"__'... ......._._.. _........ . €E I 0 Transfer knowledge of t he Data-as,a•5rrylee Platform us!r.g Ii a Sonata Education Program Plan designed by role to the city team members. Educate Fort Worth team members on how to utilize Socrata's on-going support services.The support programs are designed to provide access to ours upport team,knowledge base and consulting coaching services.to support team members,additional departments and users. E i Phase 3 a� Performance Management and Strategy Roadmap Implementation Strategies • Developing and implementing an internal data sharing and performance management program within i the Fort Worth Police Department.This includes the training of Fort Worth Police Department staff on hest practices,logic model exercises for establishing goals and measure identification,and workflow mappingtechniquesto identify key data elements. • Developing a Digital Center of Excellence,a team within Fort Worth that serves as the foundation far the ongoing management of an enterprise data utility platform and covering:Leadership,Pol!cy and Governance Alignment,Data Quality Standards,Metadata Standards,Data Publishing,and Education and Support. 3 • Consulting on the automation of publishing data from the Fort Worth Pofice Department legacy systems to the Soerata Connected Government Cloud. Assisting in the creation of internal report generation,visualizations,and internal and external dashboards. • Ensure thatthe automation workflows are updated so#hat the need for maintainingseparate ER workflows for data ingress into open Data is no longer required. • Provide a robust best practices approach to providing knowledge transfer to the Port Worth team, allowing for growth and expansion of the program. i E f I I I I 1 3 I 5 °° hider --- Fnt mere intortnatio:r.visit:.td v 'n wnl'.e, Empowering people who serve the public" +i#0". s L3 Cooperative Purchase Page 23 of 48 I Implementation Surnmary Socrata will provide dell"moles G61!Fned below using the Blueprint Methodology. The Blueprint Methodology is a best promise Ppproach to delivering repeatable client success with quality and excellence in a timely manner. It is designed in,•vi 9ve a,ur ilierits l Imugh one Dieltal Gotitrnment Maturity Model in an iterative approach providing increased capabi lines oinng their road map to becomeng a Smart 1 Government. Based on our current understanding of Fort Worth's needs,this program will be implemented in three key phases: • Phase 1:Blueprint Upgrade to SCGC and Internal Data Sharing[Fort.Worth Police Department] C Phase 2:Blueprint Financial Insights Program[Fort Worth Budget Office] . Phase 3: Blueprint Performance Management Program I Phase 1. Blueprint Upgrade to Socrata Connected Government cloud Phase 1 Implementation Strategies socrata will assist Fort Worth's Police Department in building.a Data and Performance Management program within Fort Worth's SCGC platform that will provide insights into the Police Department's progress against key strategic Initiativesand programs.Key strategies employed in phase 1 include: • Establishment of the SCGC platform • Identification of relevant datasets(supporting internal data sharing and performance metrics) • Stakeholder mapping and persona Identification to map stakeholders needs to data published and shared • Establishment of automated data workflows to ensure data remal ns of up to date and of high quality j • Establishment of the pillars of the Digital Center of Excellence Establish pillars of Digital Center of Excellence tyler._- For more Wounition,vis4ww jItisnh,tr:n Empowering people who serve the public' d 0a Cooperative Purchase Page 24 of 48 ._........... _ .. ,.._.,.. . .. .. ... .__. ___.w.-.... .... .... ._. .... ..._.. .. . _... The pmposea new architecture will uz,11 jollpws, a® The SCGC w€ll be anew Socrata domain with its own URL(e.g.datahub.fortworthtexas.gov).This _ domain will act as the central hub servicing all internal and external data hosting needs. 41 All internal data will reside on this domain.The internal facing side will include an internal data catalog and all the datasets that will be shared by the organization internally between different teams. �C- The Public facing domain wil l exist in the form of the existing Open Data Portal http,//data.fortworthtexas.gov. 0 The ingress process will include modified,restructured and improved ETLworkftows to create a single,centralized workflow that services the data to the SCGC.User will still be able to perform manual uploads through the new data pipeline to upload data to the data hub. 0 Ail new data that will be published as public to the SCGC will be passed to the Open Data Portal. Phase 1 Implementation Outputs Deployment of the followingon the Fort Worth domain 3 e one(1)internal Data-as-Service Platform(Socrata Connected Government Cloud) I • Gne.(1)Open Data e One(1)Performance Cloud • Templated homepage styling with standard layout options. • DNS and SSL setup for domains of the applications;SSL certificate included at no cost. Audit of existing crime data and metadata on the Open Data Portal e Socrata will conduct an assessment of any relevant police datasets that exist on the existing Open Data Portal.Data auditing tools will be used to assess datasets for 1)Content,2)quality,3)Data updates,4)Completeness of metadata and 5)Usage(Views,API usage). • Additionally,metadata standards w€II be reviewed for completeness and relevance and necessary recomme ndati ons for removal-or addition of metadata.fields will be made • Create an€nventory of datasets that will remain on Open Data Portal and list of unwanted/unused datasets and/or filtered views that can be cleaned from the ODP e Perform cleanup of unwanted/unused datasets and/or filtered views on the OD Develop New Data Inventory • Provide expert advice and recommendations on select€ng(curating)the highest value datasets for the two focus areas,violent crimes and property crimes. e Design the workflows and standards,identify the keydatasets,and overall establish how the Socrata solution will be implemented and used to address the implementation outcomes. '-- Fotrnefemtermatran,mil. w.ilet r Empowering people who 50rve the public' i] ,�f'c•i..3�"� Cooperative Purchase Page 25 of 48 __ .......... i i • Provide consulting and hands-on assistance with datasei to,datasets that ww serve as the basis for the prioritized metrics within the Police Department Consulting on defining dataset structure,restructuring or normalizing data,flattening nested tables E and/or joining separate datasets,assistance with data types and uploading files,and dataset and column metadata Automate the data pipeline 1 • Assistance automating the publication of required data for the performance metrics,including extraction process,initial upload,and automation. • Consultation on the creation of automated extraction scripts from o TriTech CAD • Consultation on the transformation of data from the source system • Automation.ofthe publication of the data through Datasync for up to 5 datasets that will serve as the .� data for the performance metrics for the Police Department • Training technical staff on the process for setting up automated processes for datasets to the 5ocrnta platform I • Consultation on best practices for data automation,including drafting extraction,transformation and load.(ET!)and automation strategies E Persona mapping compelling storytelling,.reports and visualizations creation • Stakeholder and persona mapping to identify data consumption and reporting needs • Configuration of one(1)Fort Worth specific story"style"(fonts,colors)to be available across all Perspective stories to support reporting • Expert consulting for"storytellers"an creating Perspective stories,including building compelling visualizations and crafting effective narratives. Support the establishment of a Digital Center of Excellence Support the establishment of a sustainable performance program through consultation workshops on building a Digital Center of Excellence(DCOE).Outputs include consultation and documentation to support ! the six pillars o Data Policy a nd Governance Alignment o Socrata consultants will help Fort Worth develop a Digital Government Organization Chart and Data Governance Model. a Roles such as Data Coordinator,Data Custodian,and Data Steward will be assigned to existing Fort Worth team members based on existing responsibilities and workflows. i 8 � JjT� l'sLi � '-- for mme irtfn£maiipn,rssi€yn%�r:}yrYsel�.cs� Empowering people who serve the public" 0�[�" Cooperative Purchase Page 26 of 48 ........... ..... ..........._.._- ._................... ..... ...... UPSI B. This organizatroh chart will allow the core team rn 9sra!nw,a da*a governance model and i assign clear responsibilities tofunctions such as metadata completeness,data automation, and publishing pipeline development. Data Quality Standards o Data standards that are tailored to Fort Worth's business needs. o Data qua#ity process is assessed,and recommendations are made to improve data workflowfrom data source to Socrata platform, o Sustainable transformation process is recommended and proved out with a high value dataset. l o A data monitoring process designed to enable the Fort Worth team to detect when data quality standards are not met. • Metadata Standards o Assess and adapt existing metadata standards to the business needs of Fort Worth's data program. If no metadata standards exist,Socrata consultants will help establish a I standard that aligns with strategic objectives. E • Data Publishing o Adapt existing data workflow processes or create hew processes as needed to keep high- value datasets up to date including required approvals or compliancy standards o Education and Support System + o Establish a Role based Education program for the Fort Worth team to transfer knowledge and required skills for aIE personas to use the data platform to manage the performance of j the'r programs. j Establish an internal line of support for Fort Worth users to get assistance and support in 1 being successful withtheir intended use ofthe data and performance dashboards • DCoE'Task Force or Committee o Supportthe establishment of a c.nmmittee artask force with representation from various departments and agencies for evolving the performance management program to improved maturity levels where all planning and funding decisions are based on quality, relevant data E E EE !E f P r� � -- Fur rnpre snivsmelion.assit;,row.a^* ecl.^s Empowering people who serve the public" 0.0 Cooperative Purchase Wage 27 of 48 J j eha5e 2: Blue T)rint Pfnandal Insights Program I 5ocrata will work with the City of Fort Worth's Budget Office to understand the tang term goals and objectives,understand the evolving landscape of how data will be used by the budget office internally and externally,and understand strategic objectives within the office.A key element of this implementation will be building a financial transparency program within the Socrata platform that will provide insights into budget,expenditures,and revenues.for the city.The platform will be designed to allow key stakeholders to drill into specificagenciesto understand departmental budget allocation and spending trends. Phase 2 linpietnentatton Strategies 4g Curating High value Data Socrata consultants will provide expert advice and recommendations on selecting (curating)the highest value datasets to answer critical business questions pertainingto city's budget office priority areas like tracking departmental spending against budget. r- Guidance and mentorship on documenting metadata,creating visualizations,and curating a dataset's landing page to surface the best visualizations,maps,and applicationsthat enable usersto best understand and utilize the data. Includes consulting around defining dataset structure,restructuring or normalizing data, flattening nested tables and/or joining separate datasets,assistance with data types and iuploading files,identify and manipulate data into any applicable data standards,and dataset and column metadata. 4g Deployment of the following on the city's domain: Open Budget Open Expenditures - Open Payroll - Connected Government Cloud features such as alerts to monitorfsnancial data DNS and SSL setup for domains ofthe.applications;SSL certificate included at no cost. i User acceptance testing,Validation for Deployment success. Data preparation activities i - Provides cohsulting and hands-on assistance with dataset preparation and analysis fora datasets supporting the financial products. 3 Includes consulting around defining dataset structure,restructuring or normalizing data, flattening nested tables and/or joining separate datasets,assistance with data types and uploading files,and dataset and column metadata. *10 Data.Automation5upport ' y Assistance automating the publication of required data,including extraction process, C initial upload,and automation. ■ Consultation on the creation of automated extraction scripts from the city's core ERP systems a Consultation on the transformation of data from the source system M Automation ofthe publication of the data through Datasync and/or Safe FME fur four(4)datasets that will facilitate the financial applications 10 tyler rot more Empowering people who serve the puislic' O.SF . � Cooperative Purchase Page 28 of 48 I ..._......._..... _�.-.. .. _--.�-_ .-_.-.-._.. .-...-.�.-..__ _ .�.�_ w �- ----- . .. ........ ................ ....... ..._._.. m Training technical sTJf an the process for s£'tting 4T a'rromo!r,!processes for datasetstothe platform I s® Best Practices for a Sustainable Financial Insights Program Establish a strategy with structured processes and procedures to manage an effective data program. Consulting an how to utilize the application to increase engagement with the underlying data. Educate key stakeholders and department heads howto use the platform to answer their financial questions. i Phase 3: Blueprint Performance Management Program Fort worth intends to transform its performance management program through improved access and utility of data to assist indecision making internally,increased efficiency,and improved communications across the Client's organization and to the public. 3 3 Phase 3 Implementation Strategies Post launch of the SCGC Socrata will work with Fort Worthto understand the long-term goals and objectives,understand the evolving landscape of how data will be used by Fort Worth internally and externally,and understand strategic objectives within the organization.Implementation strategies will include i Performance Managemetrt Enabiement • Through work sessions,support the development ofa repeatable methodology-and workflow torthe city of Fort Worthto develop.goals,identify strategies for impacting goals,creation of measure to track progress,and the identification of the data to help track the measures.Work sessions will cover: i o Understanding how performance management,done well,really means in government o Understanding how performance management can be implemented at every level of an organization o Using logic model approachto support strategic alignment ofthemeasures o The difference between.an output measure and outcome measure. E o Technical support that will allow staff to make better decisions and communicated the progress of the department against goals Performance Insights Dashboard and Measures Curadon • Socrata consultants will engage the City of Fort worth In a strategy and design Session to provide ll expert advice and recommendations on selecting(curating)the highest value performance indicators from the City's Performance Measurement Framework to publish in on the Performance Optimization Cloud. f; 11 00." '. furrncreintermaiBn.vistnwx°.1peKacl:re Empowering peotiEc who serve the public OQ; i }r Cooperative Purchase Page 29 of 48 i I • In addition,the consultant will make recommendations on how to group or categorize these metrics in a manner that will be intuitive and easy to understand for end users while also helping to convey the vision and values of the government agency or program. • Socrata consultants will assist the Fort Worth team in building and deploying its performance dashboard. E Phase 1,2,and 3 Estimated Schedule E Typical Socrata deployments take approximately sixteen to twenty-four weeks,from planning to launch (shown in draft schedule below).Socrata will finalize this schedule with more detailed milestones upon project onset. rie l'��•`f`�I�,r !1)k!):i?fz1�w4;<!7rrYi�!• ' l4neh ! P act K1cIcaR Plwse t 4oe- E Onbaasd � Edurafian-Dn oiro across haws f-+� F sdu4en Dasl n5ession 'al Canter GErcellence session _ _ f natal ssarlETL -. Dashboard s M Visuals ftn Exetunmr „@__ First R.M. User nceT s Fnel ReA w L.—IM-om etEon Phase i KxdmNofPhaF.e2 Finaxiallns'hts Des f Data fn u",va and ET, Dashboard and+hsu rhmfion Exe uhm E RW aad Tessin rLaun Iefion Phase2 . -Kkko8a1 Phase3 fParforma Management arni Raadm iDaie r ress end Ell i Measure and Dashboard Creation 3 1w-and Tear- ! i ILaunrl✓Com etlon Phases j IRoi wRoedma r I Esl.NM U.zMeps This schedule is illustrative and dependent upon contract closing and availability of Fort Worth's resources. The weeks of work identified in the table are meant to communicate an estimated amount of time each E milestone will take to achieve and the order of the milestones.The weeks may not necessarily be consecutive weeks. ' i Ii I 12 - Far more miosmaisen.visit.r:•.,yfrla.!Lcans Empowering peoplo who Serve the pablic' C�O:"a I Cooperative Purchase Page 30 of 48 ..-_ �... �.........._-_ ... ....._......, _. ____... _ _.-._............ ..........•..... .-__.. ..-... ....,.. ...._..___.,..... .... .... a_. _..- i E Implementation Launch Criteria The following criteria are established to identify a successful outcome for the engagement and beyond. Additional launch criteria maybe defined during the design stage of the engagement. I e Deploy Socrata's Data-as-a-Service Platform with key crime datasets that track progress against strategic initiatives to support the Fort Worth Police Department's performance. + Deploy Socrata's Data-as-a-Service Platform to modernize built-in reporting,vis ual data exploration, and data sharing of performance information both internally and externally. I o The Fort Worth Police Departme nt-has access and can view the progress on key initiatives and � programs 4 Transfer knowledge ofthe Socrata's Data-as-a-Service Platform using the-Ctient Education.Program Plan designed by role to the Fort Worth team members. • Educate the Fort Worth team members on how to utilize Socrata's on-going support services.The support programs are designed to provide access to our support.team,knowledge base and consulting coaching services to support team members,additional departments and users. • Fort Worth will have a framework to achieve long-term goats for incorporating data into decision- making and assessing performance of departments across the city. F i i i i i 0 i i 13 t e — foi inure infnrrnation.visit;r: enee3.cc: Empowering people who serve the public* �O�d:s ...��/// Cooperative Purchase Page 31 of 48 lmpk mew'ation Approach, Activities and Deliverables t Socrata will provide deliverables defined below using the Blueprint Methodology.The Blueprint l Methodology is a best practice approach to delivering repeatable client success with quality and excellence in a timely manner. It is designed to evolve our clients through the Digital Government Maturity Model in an iterative approach providing increased capabilities along their roadmap to becoming a Smart Government. i t 1 ?Ian 8ducate a—lip, Onta Build Launch Evolve :bieh:lder P:b SYR+wR auim+u user. esa S�an7ae E3aser�a Vswx e.s3taas tlsen 6;aiaes<_btxn 2ccanass usxs Exatisca netpzra i4rnrer Proya^t uenesets Arero'am k_n:pg PrMr�m Macze r £�a;cn I Prgr¢m xrx;xa,N Pm5 con f.!xrs^er tlFmn nau na_-t.vwr_-t tyk+ E-9-r- F:.Mwa T.•sm i Paople Ctrtarnel e.cesa rAe[F]LM Team '.iars8+'Y censxury ,a,,Sw-a» Cu„nna,y;xaas dare Rraz�[ lhn_dsa :sand • 1 V.eL DerelaFcr Dye azabas arel Frsckn.'> 3e3epc Srt+�an Daa Rza.�rz:a csnri3�ra Pm:. � C,u',ccnx+ ..'--rwn Furness Uza atxanetaa .Yeuanmcr Rea.'e� 9L•ccus Plat I Eno G.]hsyn E3esrxn p�.snm %:mc9nr•Nap SJu�a c�c{t r+r C•simaa+[nq'p U'� firsrY� 4ostlr:� '.>r'c�T Cae e4m WuxNo@3a Aee amass t is�a Ffse(5',rrr W�+1+4 farmnrerM1 ❑oe.mvr thin -es/t5asre 1r� Evaaaa'E:re1Yc nMtera C:.}nCr'4M wl C. C Process ta:r�man Pa�v...rn...wa >a:J!`Y�L' a,Jrs• !„as +rib r: f er .I.. Hu��l r�tr sNm�'u r r 3 F�m��rl It 4+4'4 Rr tPam t-mxat..:r F.or Ox:6n Prcuma•`, na+�h1:11.twa Test Prar ar WAFriaairn Imrlmwruani �:swvrce FYtn JgirN 3xm Fl, S.Iz'awv HxFaA Pkn Ar.".ery a�Rep,n FHvtxt Sale 4aWS vup up Rew.�:. ngFM Ras:may • Dellrerables S'va:e9;°F-^ I: plan Couduc program piannir,�session where Program Plan Fort Worth Ter..l i Socrata and Fart Worth confirm dates, Agendas for all onsite members complete times,attendees,and deliverables of all and remote meetings recommended I meetings and woMng sessions planned with the Fort Education Plan prior to Create detailed program plan Worth Team start of engagement i Confirmation of scope,timeline,and Data readiness Provision of key resources evaluation datasets and KPls Provision and configuration of SCGC Production site identified for program Evaluate existing available data provisioned Educate Orientation to Socrata Education Program Education Plan by role Fort Worth team and the Socrata knowledge base Education Plan members complete The Fort Worth team completes communicated to all recommended j recommended courses as laidout in the the Fort Worth team education courses on jEducation Plan members time Care Team educated i and ready for Implementation Design Review the police department's key Program solution Review and approval 3 dashboards and reports,and identify key Design Dotumenl of Design Document 3 initiatives,at an operational level,that can I 14 O0 �. For more+tlformalion,visil rrv.;p?ncCh,ecn; Finpoweringireople who serve the pubik' 01-0A i a> a U 4` CcOp lc. Cooperative Purchase Wage 32 of 48 __..... . ................ -.. .�.._ ....�....... ��.�.... .._.._.._... �._.� �... �..��__.�__.. .. f i be priaritizedfor creation in the3ocrata Draft ofyrogmm Review and approval platform gteategy.la•cmnnnt of Program Strategy Desfgrl the socrata Connected Government Draft of"COE Document Claud for the defined focus area to improve doeumeatafled Review and approval how,the team manages,reports and makes describing-.reaoq/ga. the draft DCOE }f decisions based an relevant and consumable foreach of the ao lats documentarian data select templated hamepage.styling with standard layoutoptions for Socrata-Data-as- a,Service platform Identify data integration touchpoints.with the TH fech CAD,source system-that will I provide extracts ofmformation for the socrata applications Create an automated publishing plan including preferred publishingtaol for in- scope datasets Design and review a Digital Center-of Excellence framework including. recommendations of all required elements i to data publishing and sharing program co support any-government organizacian ^,r Define key data elementsto support the key + Solution Design Provide data and data in etrics that are used to track and measure document updatedworkflows from the ' progress against the prioritized get of Evaluation and source systems initiatives confirmation of Launch Approval of updated Identify all data and sources.mquired for date Design Document performance management and transparency and outcome uses of the data dafined inthe Design stage. E Review data readiness far visualizations and Eother data,asset development. E Define Dataset inventory to support performancedata defined and approved in f the De5i8n stage within scope ofthis SOW Fvaluation and review of publishing workflow and roles[both internal and } extamal) Build Build required data assets,visualizations, Production site tested Production site tested I performance measures and reporting and validated and validated i capabilities to supportthe goals and Updated issues logwith Launch date confirmed objectives of.Fort Worth thatwPeP defined launch critical Fort Worth bu Ids previously defined in the design stage issues and resolutions stories and configure and test automated data visuartatfons to publishing job(sj foe required application support reporting datasets.including mentoring on-how to needs as identified in design and build data automation workflows design session I for additional datasets Integrate solution into existing the Fort Worth web properties identified in Design phase to improve reach and solution impact Define.Test plan and conduct a minimum of a two-week)lottest program i F%mare inforrnatton,visit mm-v tplerleci.coo Empowering people who serve the Dtfbik' 0 QGl, , Cooperative Purchase Page 33 of 48 ............. ............. --------------------- .................... ❑eplJy t,k+tvl9saprndurtio�site according to Design Dnrumdnt support the development of rpparkti stafieS and visuahiations in line withareas of facia - f determined in design.session I Launch Confirm Program Launch date r Production site Confirm production ` Program.Launch activities(events, launched site meets success I announcements,etc-)confirmed Education ongient criteria defined inSOW Ir Develop and publish amarketing Success Plan and Confirm Fart Worth communication plan 5upport.processes team iseducated and Confirm success criteria has been met plugged into their Schedule.and execute projectweap,up Socrata Education and session with Fort Worth including Support Programs introductions:to their Clrent'Success f Manager and Support team and resources available,for continued support, Ffnancix ideatify line umcal busNiet x,htllengey iaie FiR&--f,s,Ira„spa+ancy I Worth Budget Team Insights Fort Worth Budget Office is seefdngto solve Program Playbook members tainpEete i � Design and using the Socrata Platform Recommend rer.ammanded Education Planning Ldentifyahe Budget Office's end:user refinements to existing Plan pnorrtostartof communities,their goals,andmotrvations data.topravide engagement. • Define key data elementsto supportthe accurate fioansial Rrovide structure of Chart of financials that providesa.somprehensive information to improve Accounts miderstandirC ofthe-city's budgets and the city's departments' Financial reports available expenditures data. ability to manage their internalfy and/or externally • Identify all data and sources required for programs in a real- financial reporting,management and time,proactive transparency and outcome uses of the.data approach, defined hi the Design stage. Configure and test • Review data readiness-lor Wsuakations and automated data other data asset,development, publishing job(sj for • Define Datasetinventory to support reghFeAd sippliiceYn financials defined and approved in the datasefs.iilutiiiig Design stage within stope cf this SOW mentoring on how In j • Evaluation and review of publishing design and build data w,orkBow and roles automatfan wor0ows I foraddiumtal datasets Nam,...... Perfo„na,tce Id,;ntiFy Lha crihiOl yuxingss itsanengss Fart ,S Perfarynancr Manageme+st Review and Acarri+„q_,!a` Management Worth is seelRnf t4 idlye ufihx tha Socrala and-Steafty fi6*4rrj. . Mh Performance Management and Strategy Platform goats and pbloit,Tex de6.,icd and Strategy Roadmap Roadmap IdentifyFort-Worth's end user communities, actor dingtdFarrWnrlh'x their goals,and motivations priorities And r Assist Fort in mapping its current recommendA45rs-madv f— dataworknow--namely,how iteurrently best practices requlrec obtains performance data from data business transformations. owners--and will make recommendations on short-and long-term improvements to that process. oetermine the criteria Eortechnical infrastructural changes U.Socrata's technical place in Fort Worth'-s future Data warehousing architecture �. .. For rnore ipiefmailoi;.Visit vrt.v Empowering people who serve the public' o�y0.'- tdd� p' a r.,,F,C Sirs, Cooperative Purchase Page 34 of 48 i Rev;ew how this roadmap will rrdorm.the cityrs plan to be a more effective digital government Discuss how the Performance M anagement and Strategy Roadmap will be generated and the emefeames for the Fort Worth Team to review,request adjustments,and give sign off. I Outside of Scope This SOW does not include the following activities: i . Data analysis services I . Consulting services beyond those described in the scope ofthis:SOW Custom Configurations lathe Socrata COTS Platform Solution(s) . Custom Configurations tothe selected design template beyond those defined inthis SOW Developing and architecting aframework of performance metrics. . Data upload administration(beyond the initial dataset(s)set forth under this SOW) . Data culling administration prior to upload to the Socrata Data Platform . Client data.collection administration(all data is collected by Client and originates on its own network and systems. Only mirror copy is uploaded from the Client networktothe Socrata Hosted Solution as solely decided by Client.) i . Legal advice j . System of record repositories i . Non-English Language Translations or components i I i F 53 --- Fur Empowering people who serve the public Cooperative Purchase Page 35 of 48 .._. ................................. ..._... .... ........ ...... .,..,......... ........ .... ..... ... .._., ...... ... ,... ...._._......... .. . ._ __.._.._....,....... ................. i i SOW Assumptions and Responsibilities Socrata's performance and successful completion ofthis SOW is predicated onthefuII commitment and participation of Client management and personnel as scheduled in the Program plan.Decays in performance of these responsibilities may result!n additional cast and/or delay of the completion of the Program and will he handled in accordance with the Change Procedures(below),as will any deviations that arise during the Program. Client Responsibilities Provide resources to review and approve the deliverables provided to Client team throughout the Program plan.Any deviation from this delivery And review schedule may impact the Program. •i Provide expertise to support the initiative on a timely basis as requested by the Socrata,.team. . Ensure that its staff is available to provide such assistance as Socrata requires and that Socrata is given reasonable access to Client.senior management,as well as any members of its staff to enable Socrata.to provide the Services,if any.Client will ensure that its'staff have the appropriate skills and experience.If any Client stafffails to perform as required,Client will provide.suitable additional or alternative staff to complete activities defined within the SOW. . Prior to the start of this SOW,Client will designate a person called Project or Program Manager who will ! be the focal point for Socrata communications relative to this Program and will have the authority to act on behalf of the Clie nt in all matters regarding this Program.The Client Project/Program Manager's responsibilities include: a Manage the.Client's personnel and responsibilities for this Program. o Serve as the interface between Socrata and all Client departments participating in the Program,including participating in all status meetings. o Administerthe Program Change Management Procedure with the Socrata Program Manager defined in Appendix A. o Obtain and provide information,data,and decisions within three working days of Socrata's request unless Client and Socrata agree in writingto a different response time. 29 1 �f fnf mare Infomaiwn.uisitr mt sn.;s.o Emp©wering people who serve the public" UFO, Cooperative Purchase rage 36 of 48 _.._. . _.._..._.... ._......_............... _ ......... ..... .. ........... ..... 3 Many aspects of the WDI k will r"wre.knowledge and background i hat can only be provided by Client's staff.We recommend the following staff assignments,which can be completed by one individual or by multiple individuals: — i i Executive Department head with the ability to mandate process change and exercise budgetary control. Program Manager Program monitoring,planning and execution of the Program i Subject Matter Expert Expert one particular program and/or data area. Expertise on thecuratlonand context required for data publishing and approval process Publisher EhSnre optimal utilization of Socrata solutions i Expertise an use of the Socrata I solution I Participate in the extraction and publishing 1 of content Administrator Strategic anti tactical.responsibilityfor the Socrata landscape Proficient In maintaining Socrata solution Establish and enforce effective configuration management processes Socrata Responsibilities Deviations that arise during the program will be managed through the procedure described inAppendixA- Program Change Management Procedure,and may result in adjustments to the Program Scope,Estimated Schedule,Charges and other terms.These adjustments may include charges on atime and materials basis using the Socrata standard rates in effect from time to time for any resulting additional work or waiting time. o Socrata will provide the Services under this SOW during normal business hours.If necessary,Client Ewill provide Socrata personnel with after-hours access to their facilities for any on-site work. Socrata personnel may work hours other than those defined as normal business hours to accommodate their travel schedules,Client requests,and to accomplish specific deliverables in this SOW. t o Socrata will provide the.Services under this SOW during normal business hours,18:30 AM to 5:3D PM Monday through Friday local time),except holidays.If necessary,Client will provide Socrata 3 3 ' t9 �€ rG � For rAore infogabori,visit.-.x Empowering people who serve the public" Cooperative Purchase Page 37 of d8 ............. M. _... _.. __._._ .._.... _ __,.._ _. .__. .. _... _...._. t personnel witty after-hour ocrac■.to their foal"sties.Llrtt-0f-towp personnel rnafy wwk IW�us other I than those defined as normal buslness hours to accommodate their travel schedules,Count requests and completion of deliverables in this SOW. o All issues or questions raised by Socrata team and Client personnel within a reasonable timeframe depending on the-issue will be addressed by the Program team.Timely response is imperative for the Program to maintain the agreed to plan and launch date. o Socrata and Client will review scope and deliverable expectations before work begins in order to assure a common understanding by both parties. c Program onsites include half-day(4 hr)or full-day(8 hr)travel estimates as part ofthe scope of work estimated hours o One consulting day=8 hours,One consulting week=40 hours(per person)for scheduled weekdays. Weekend days requested to support the Program will require a change management process to be followed w these days are outside the normal business hours. f Iry addition to the Socrata Program Manager,additional Socrata resources maybe utilized to deliver onthe i successful execution of this SOW.The.Socrata Program Manager will communicate regularly to the Client Program manager including: c Weekly status reports o Program Budget status Agendaforall meetings and document meeting notes and action items Completion Criteria Socrata will have fulfilled its obligations under this SOW and our Agreement when one ofthe following first occurs: p Socrata accomplishesthe activities described in each stage ofthe Socrata methodology including the deliverables defined within this SOW o Socrata provides the number of estimated hours of Services specified in level of Effort or in any subsequent Change.Authorization,or i Client or Socrata terminates the Program in accordance with the.provisions of the Agreement,or The expiration date ofthe Services as set forth inthe relevant Agreement. Estimated Schedule The Services will be provided on dates mutually agreed and confirmed by Client.Client agrees to provide the ' Souata.Program Manager or assigned consultant(s)a minimum ofseven(7)business days prior written noticeto request a change to the planned consulting days assigned once it has been confirmed duringthe planning period. zo --- fo:mere ininamalinn,visit vw.s.ty°>e 4 i Einpurrering people who serve the public' Cooperative Purchase Page 38 of 48 SOW Terra and Hours Unless earlier terminated under the Socrataservicesorder,the term ofthis SOW commences upon the Services subscription start date and ends the subscription end date asset forth therein.For the avoidance of i doubt,.the term of this SOW shall not exceed 12 consecutive months from start date without a written 11 addendum. The Services under this SOW will not exceed 592 hours in the aggregate among Socrata personnel,divided into three phases of work.Phase 1 wi€I consist of289 hours of work to complete the internal data sharing SCGC.upgrade and establish a crimp-dashboard program with the Fort Worth Police Department.Phase 2 will consist of 160 hours to establish a financial insights program with the Fort Worth Budget Office.Phase 3 will consist of 144 hours to create.a Performance Management and Strategy Roadmap.Any requests by Fort Worth to change the scope or timing of the Services performed that will increase the effort of Socrata I personnel and number of hours herein is subject to a change order and payment ofadditional fees asset forth under change Process'tnAppendixA. There-are no custom or physical deliverables under this SOW. E i i i I i I i I 3 I I 3 210 for More,informohon,visit armv.>;•er-,f;i;, Empowering people who serve the prrttl€c' 0 0'360 { Cooperative Purchase Wage 39 of 48 .............. .. .......................... . ... ... .......... . .. r............................. ._- _......................- ------_---------_-.�___r--i I Appendix A — Program Change Manaigement. Procedure The following process will be followed if a change to this SOW is required. • A Program Change Order(PCO)will be the vehicle for communicating change.The PCO must describe the change,the rationale for the change and the effect the change will have on the Program. a The designated Program Manager ofthe requesting party will reviewthe proposed change and determine whetherto submitthe requesttothe other party. ° Both Program Managers will review the proposed change and recommend it for further investigation or reject it.Socrata will specify any charges for such investigation.A PCO i must be signed by authorized representatives from both partiesto authorize investigation of the recommended changes.Socrata will invoice Client for anysuch charges.The investigation will determine the.effectthatthe implementation ofthe PCO will have on price,schedule and other terms and conditions of the Agreement.The parties agree that no PCR.-�hall be rejected unreasonably,and,in the caseof any such rejection,the reasons for the rejection shall be provided to the other party. a A written Change Authorization and/or PCO must be signed by authorized representatives from both parties to authorize implementation ofthe investigated changes.Until a change + is agreed in writing,both parties will continue to act in accordance with the latest agreed version ofthe SOW- E I E I I I 22 °...- Fmmoie WOMAN,Wsi€r+:svltfia:�ci. lnl Empowerin people { gp p Cooperative Purchase Page 40 of 48 Carahsoft Rider to Manufacturer Commercial Supplier Agreements (for U.S.Government End Users) Revised 20161213 1. Scope. This Carahsoft Rider and the Manufacturer's Commercial Supplier Agreement(CSA) establish the terms and conditions enabling Carahsoft to provide Software and Services to U.S. Government agencies(the"Client"or"Licensee'. 2. Applicability. The terms and conditions in the attached Manufacturer's CSA are hereby incorporated by reference to the extent that they are consistent with Federal Law(e.g.,the Anti- Deficiency Act(31 U.S.C. § 1341(a)(1)(13)),the Contracts Disputes Act of 1978(41.U.S.C.§ 601-613),the Prompt Payment Act,the Anti-Assignment statutes(31 U.S.C.§3727 and 41§ U.S.C. 15),28 U.S.C.§516(Conduct of Litigation Reserved to Department of Justice(DOJ), and 28 U.S.C.§1498(Patent and copyright cases)). To the extent the terms and conditions in the Manufacturer's CSA is inconsistent with the Federal Law(See FAR 12.212(a)),they shall be deemed deleted and unenforceable under any resultant orders under Carahsolt's Multiple Award Schedule Contract,GS-35F-0119Y,including,but not limited to the following: (a) Contracting Parties. The Government customer(Licensee)is the"Ordering Activity",defined as an entity authorized to order under Government contracts as set forth in General Services Administration Order OGP 4800.21,as may be revised from time to time. The Licensee cannot be an individual because any implication of individual licensing triggers the requirements for legal review by Federal Employee unions.Conversely,because of competition rules,the contractor must be defined as a single entity even if the contractor is part of a corporate group.The Government cannot contract with the group,or in the alternative with a set of contracting parties. (b) Changes to Work and Delays. Subject to General Services Administration Acquisition Regulation(GSAR)552.238-81 Modifications(Federal Supply Schedule)(APR 2014) (Alternate 1—APR 2014)and GSAR 552.212-4(f)Contract Terms and Conditions— Commercial Items,Excusable Delays(MAY 2015)(Alternate If—JUL 2009)(FAR Deviation— JUL 2015)(Tailored)regarding which of the GSAR and the FAR provisions shall take precedence. (c) Contract Formation. Subject to FAR Sections 1,601(a)and 43.102,the Government Order must be signed by a duly warranted contracting officer,in writing.The same requirement applies to contract modifications affecting the rights of the parties. All terms and conditions intended to bind the Government must be included within the contract signed by the Government. Page 1 of 4 Cooperative Purchase Page 41 of 48 (d) Audit. During the term of this CSA:(a)If Ordering Activity's security requirements included in the Order are met,Manufacturer or its designated agent may audit Ordering Activity's facilities and records to verify Ordering Activity's compliance with this CSA. Any such audit will take place only during Ordering Activity's normal business hours contingent upon prior written notice and adherence to any security measures the Ordering Activity deems appropriate, including any requirements for personnel to be cleared prior to accessing sensitive facilities. Carabsoft on behalf of the Manufacturer will give Ordering Activity written notice of any non- compliance,including the number of underreported Units of Software or Services("Notice");or (b)If Ordering Activity's security requirements are not met and upon Manufacturer's request, Ordering Activity will run a self-assessment with tools provided by and at the direction of Manufacturer("Self-Assessment")to verify Ordering Activity's compliance with this CSA. (e) Termination. Clauses in the Manufacturer's CSA referencing suspension,termination or cancellation of the Manufacturer's CSA,the License,or the Customer's Account are hereby deemed to be deleted. Termination,suspension or cancellation shall be governed by the GSAR 552.212-4 and the Contract Disputes Act,41 U.S.C.§§601-613,subject to the following exceptions: Carabsoft may request cancellation or termination of the CSA on behalf of the Manufacturer if such remedy is granted to it after conclusion of the Contracts Disputes Act dispute resolutions process referenced in Section(q)below or if such remedy is otherwise ordered by a United States Federal Court. (1) Consent to Government Law I Consent to Jurisdiction. Subject to the Contracts Disputes Act of 1978(41.U.S.0§§7101-7109)and Federal Tort Claims Act(28 U.S.C. §1346(b)). The validity,interpretation and enforcement of this Rider and the CSA will be governed by and construed in accordance with the laws of the United States. All clauses in the Manufacturer's CSA referencing equitable remedies are deemed not applicable to the Government order and are therefore deemed to be deleted. (g) Force Maj cure.Subject to GSAR 552.212-4(f)Contract Terms and Conditions—Commercial Items,Excusable Delays(MAY 2015)(Alternate 11—JUL 2009)(FAR Deviation—JUL 2015) (Tailored). Unilateral Termination by the Contractor does not apply to a Government order and all clauses in the Manufacturer's CSA referencing unilateral termination rights of the Manufacturer's CSA are hereby deemed to be deleted. (h) Assignment.All clauses regarding Assignment are subject to FAR Clause 52.232-23, Assignment of Claims(MAY 2014)and FAR 42.12 Novation and Change-of-Name Agreements,and all clauses governing Assignment in the Manufacturer's CSA are hereby deemed to be deleted. (i) Waiver of Jury Trial. All clauses referencing waiver of Jury Trial are subject to FAR Clause 52.233-1,Disputes(MAY 2014),and all clauses governing waiver of jury trial in the Manufacturer's CSA are hereby deemed to be deleted. Page 2 of 4 Cooperative Purchase Page 42 of 48 (j) Customer Indemnities. All of the Manufacturer's CSA clauses referencing Customer Indemnities are hereby deemed to be deleted. (k) Contractor Indemnities. AIL ofthe Manufacturer's CSA clauses that(1)violate DOJ's right (28 U.S.C.516)to represent the Government in any case and/or(2) require that the Government give sole control over the litigation and/or settlement,are hereby deemed to be deleted. (1) Renewals. All of the Manufacturer's CSA clauses that violate the Anti-Deficiency Ad(31 U.S.C. 1341,41 U.S.C. 11)ban on automatic renewal are hereby deemed to be deleted. (m)Future Fees or Penalties. All of the Manufacturer's CSA clauses that violate the Anti- Deficiency Act(31 U.S.C. 1341,41 U.S.C. 11),which prohibits the Government from paying any fees or penalties beyond the Contract amount unless specifically authorized by existing statutes,such as the Prompt Payment Act,or Equal Access To Justice Act 31 U.S.C.3901,5 U.S.C.504 are hereby deemed to be deleted. (n) Taxes. Taxes are subject to GSAR 552.212-4(k)Contract Terms and Conditions—Commercial Items,Taxes(MAY 2015)(Alternate I1—JUL 2009)(PAR Deviation—JUL 2015)(Tailored) and GSAR 552.212-4(%s)(1)(x)Contract Terms and Conditions—Commercial Items,Taxes (MAY 2015)(Alternate If—JUL 2009)(FAR Deviation—JUL 2015)(Tailored). (o) Third Party Terms. Subject to the actual language agreed to in the Order by the Contracting Officer.Any third party manufacturer will be brought into the negotiation,or the components acquired separately under Federally-compatible agreements,if any. Contractor indemnities do not constitute effective migration. (p) Installation and Use of the Software. Installation and use of the software shall be in accordance with the Rider and Manufacturer's CSA,unless an Ordering Activity determines that it requires different terms of use and Manufacturer agrees in writing to such terms in a valid task order placed pursuant to the Government contract. (q) Dispute Resolution and Venue. Any disputes relating to the Manufacturer's CSA and to this Rider shall be resolved in accordance with the FAR,the GSAR and the Contract Disputes Act 41 U.S.C.§§7101-7109. See GSAR 552.212-4(w)(1)(iii)Contract Terms and Conditions— Commercial Items,Law and Disputes(MAY 2015)(Alternate II—JUL 2009)(FAR Deviation —JUL 2015)(Tailored).The Ordering Activity expressly acknowledges that Carahso%as the vendor selling the Manufacturer's licensed software,shall have standing under the Contract Disputes Act to bring such claims that arise out of licensing terms incorporated into Multiple Award Schedule Contract GS-35F-0119Y. Page 3 of 4 Cooperative Purchase Page 43 of 4S (r) Limitation of Liability: Subject to the following: Carahso£1,Manufacturer and Ordering Activity shall not be liable for any indirect,incidental,special,or consequential damages,or any loss of profits, revenue,data,or data use. Further,Carahsoft,Manufacturer and Ordering Activity shall not be liable for punitive damages except to the extent this limitation is prohibited by applicable law. This clause shall not impair the U.S. Government's right to recover for fraud or crimes arising out of or related to this Government Contract under any federal fraud statute,including the False Claims Act,31 U.S.C.§§3729-3733. (s) Advertisements and Endorsements.Unless specifically authorized by an Ordering Activity in writing,such use of the name or logo of any U.S.Government entity is prohibited. (t) Public Access to Information. Manufacturer agrees that the CSA and this Rider contain no confidential or proprietary information and acknowledges the CSA and this Rider will be available to the public. (u) Confidentiality. Any provisions that require the Licensee to keep certain information confidential are subject to the Freedom of Information Act,5 U.S.C. §552,and any order by a United States Federal Court-The Licensee may provide information to other components of the United States Government pursuant to proper requests for such information as permitted by law, regulation or policy(e.g.,disclosures to Congress,auditors,Inspectors General,etc.). Page 4 of 4 Cooperative Purchase Page 44 of 48 Socrata,Inc. 765 5u'Avenue.South,Suite 600 Seattle,WA 95104 PLATFORM SUBSCRIPTION AGREEMENT This agreement is incorporated into each order between Socrata,Inc.a Delaware corporation(Socrata),and the customer Identified In the order for the Platform Service. 1. DATA PLATFORM SERVICE. a. Description. Socrata grants Customer the right to access and use the Socrata web based data platform service and related support up to the capacity purchased as specified on an order or change order(each an "order") (collectively,the platform Service). For clarification,"capacity"means,for example,number of datasets, user licenses, or goals, package or service hours, or onsite visits described in an order. Any changes to capacity by Customer will be subject to a pre-authorized change order, and payment of additional fens if set forth therein.Upon delivery by Socrata of a URL which provides Users(defined below) access to the Platform Service,the Platform Service under the order is deemed fully delivered. b. Customer Owns the Customer Content. As between Socrata and Customer,Customer owns all the Customer Content. Customer Contentmeans any datasets, discussion forums, and other Interactive areas, features or services which Customer creates,posts or stores or uploads to the Platform Service(including,without limitation,any content,messages,materia€s,data,data structures,spreadsheets,entries,information, text, music, sound, photos, video, and graphics), but excludes any Third Party Services (defined below)- c. Users. Customer designated internal users (Users) access the Platform Service through its account. Customer must keep its individual login credentials secure and Users may not share them, must use commercially reasonable efforts to prevent unauthorized access to its account,may only use the Platform Service In accordance with its technical documentation and applicable law, and must notify Socrata promptly of any suspected unauthorized access or use. d. Public Users.Customer designates which Customer Content Is shared publicly,and should determine the appropriate terms applicable to such public usage.Once Customer Data has been shared publicly,Socrates has no control over a public users'use or distribution of such Customer Content. e. Platform Services;Support I. Set-Up and Configuration. Socrata will provide one-time support for set-up,configuration,training, and deployment of each instance of the Platform Service upon purchase of a Socrata launch package(or other hourly rate services) as described in an order. The method, manner,and timing in which the Platform Services and its capacity are provided will be described in a written Joint Execution Plan("JEP") mutually agreed to by the parties. Customer will have up to five(5)business days to object in writing to Socrata's non-conforming tasks after completion of each phase of the JEP.If notice is provided,the Socrata will cure the non-conformities(at its own expense,if caused by Socrata)to conform to the JEP. If no notice Is provided,then Socrata's tasks under the JEP-are considered accepted. Final acceptance under a JEP occurs the data the Instance is released or accessible to the Users or Public Users. ii. Technical Help-Desk Support: If the Customer purchases ongoing technical support or education as part of the Platform Services,it will he provided by Socrata at the program level described in an order, as described atltlIfsuouort.soerata.com/hc/en-us/articles121b4625484sk71�?I7'pol - f. Third Party Services.As part of the Platform Service,Customer will be provided access and usage of certain third party web based services (example, third party stock photos and third party map location services), which services are provided at no additional charge to Customer (Third Party Services). Customer must agree to such Third Party Service terms of service or other online contracts if it chooses to use those features. g. Updates. Socrata (and Its licensors) are constantly updating its platform, software and related technologies as necessary, in its discretion to (for example): fix non-conformities, apply patches, repair bugs,or introduce new or updated features or functionality("Updates"). Customers will receive alerts on Updates if it signs up for notifications on su000rt.socrata.com. All such Updates are automatically incorporated Into the documentation and specifications to the applicable software and services by reference (including the Platform Services,if applicable)(the"Documentation'). Requests to continue using legacy versions of the Platform Services are out of scope, and will be reviewed by Socrata on a case-by-case basis. If Socrata agrees to host a prior version Platform Services for Customer, it will be subject to a written change order mutually agreed upon by the parties,and payment of additional fees,if any. 2. CUSTOMER CONTENT. a. License to Socrata, When Customer uploads or provides to Customer Content to the Platform Service, Customer grants to Socrata a non-exclusive, worldwide, royalty-free, sub-licensable, and transferable license to use,reproduce,publicly display,distribute,modify,create derivative works of,and translate the Customer Content as needed in response to User driven actions, instructions,or otherwise use by Public Users. Page 1 of 4 Cooperative Purchase Page 45 of 48 Customer is solely responsible for which Customer Content it chooses to make public and what terms apply to any Customer Content which is made public. b. Restrictions.Customer may not use the Platform Service for any illegal,harmful or offensive purpose,or to transmit,store,display,distribute or otherwise make available Customer Content that is illegal,harmful, or offensive. • For example,prohibited use of the Platform Service and Customer Content includes anything that: (1) is in violation of any law, (2) is harmful to others, Socrata's operations, including offering or disseminating fraudulent goods, services, schemes, or promotions or engaging in other deceptive practices;(3) infringes or misappropriates the intellectual property or proprietary rights of others; (4) violates the privacy or publicity rights of anyone; (5) is defamatory, obscene, abusive, invasive of privacy, or otherwise objectionable; (6) may damage, interfere with, surreptitiously intercept, or expropriate any system, program,or data, including viruses,Trojan horses,worms, time bombs,or cancelbots. c. Suspension of Service. Although Socrata has no obligation to screen,edit or monitor the Client Content or Public User content posted on the Platform Services, if, in Socrata's reasonable judgment, it discovers Customer's use of the Platform Service threatens the security, integrity, stability, or availability of the Platform Service, or is otherwise in violation of this agreement, Socrata may temporarily suspend the Platform Service(or Users access), however Socrata will use commercially reasonable efforts to provide Customer with notice and an opportunity to remedy such violation or threat prior to such suspension. d. Backups of Customer Content.The Platform Service is not the system of record for Customer Content. Customer Is solely responsible for creating backups of any Customer Content stored within the Platform Service. 3. PAYMENT.Unless otherwise expressly set forth in an order,all fees all are due 100% in advance and due 30 days of receipt of a correct invoice,plus applicable sales taxes,If any. 4. PLATFORM SERVICE. a. Ownership of the Platform service.The software,workflow processes,user interface,designs and other technologies provided by Socrata as part of the Platform Service are the proprietary property of Socrata and its licensors,and all right,title and Interest in and to such items,Including all associated intellectual property rights,remain only with Socrata.Customer may not remove or modify any proprietary marking or restrictive legends in the Platform Service. Socrata reserves all rights unless expressly granted in this agreement. Customer may not (i) sell, resell, rent or lease the Platform Service or use it in a service provider capacity;(ii)use the Service to store or transmit infringing,unsolicited marketing emails,libelous, or otherwise objectionable, unlawful or tortious material, or to store or transmit material in violation of third-party rights; (iii) interfere with or disrupt the integrity or performance of the Platform Service; (iv) attempt to gain unauthorized access to the Platform Service or its related systems or networks;(v)reverse engineer the Platform Service; or (vi) access the Platform Service to build a competitive service or product,or copy any feature,function or graphic for competitive purposes. 5. MUTUAL CONFIDENTIALITY. a. Definition of Confidential Information,Confidential Information means all non-public information disclosed by a party (Discloser)to the other party(Recipient),whether orally or in writing,that is designated as confidential orthat reasonably should be understood to be confidential given the nature ofthe information and the circumstances of disclosure (Cnnfidentlal Information).Socrate's Confidential Information includes without limitation the non-public portions of the Platform Service and any Customer specific per unit pricing(but Socrata does not cons€derthe annual fee paid by Customer to be a trade secret or confidential Information). b. Protection of Confidential Information.The Recipient must use the same degree of care that it uses to protect the confidentiality of its own confidential information(but in no event less than reasonable care)not to disclose or use any Confidential Information of the Discloser for any purpose outside the scope of this agreement. The Recipient must make commercially reasonable efforts to limit access in Confidential Information of Discloser to those of its employees and contractors who need such access for purposes consistent with this agreement and who have signed confidentiality agreements with Recipient no less restrictive than the confidentiality terms of this agreement. c, Exclusions.Confidential Information excludes information that: (1)is or becomes generally known to the public without breach of any obligation owed to Discloser, (ii) was known to the Recipient prior to its disclosure by the Discloser without breach of any obligation owed to the Discloser,(Ili) is received from a third party without breach of any obligation owed to Discloser,or(iv)was independently developed by the Recipient without use or access to the Confidential Information. The Recipient may disclose Confidential Information to the extent required by taw or court order,but will provide Discloser with advance notice to seek a protective order. Page 2 of 4 Cooperative Purchase Page 46 of 48 6. WARRANTIES. a. Performance Warranty. 1. Socrata will use commercially reasonable efforts to maintain a 99.5%online availability of the Platform Service, measured on a monthly basis,excluding downtime for scheduled maintenance, events beyond its reasonable control or Customer or user technology issues(Exclusions).Notification of outages are provided to Customers who have opted-in to Socrate's notification system located at: support.socrata.com;and ii. The Platform Service under an order will be provided with appropriately qualified and trained personnel. b. Compliance with Laws Warranty.Socrata represents and warrants to Customer that it will comply with all applicable federal,state and local laws and regulations that apply to Socrates,the Platform Service and its personnel,based on its performance as a service provider to Customer,including without limitation as applicable,any government license,registration,employment,non-discrlminatlon,anti-harassment,equal opportunity employment, minimum wage requirements, conflict of interest, and anti-bribery (gifts and gratuities laws). c. DISCLAIMER.OTHER THAN THE ABOVE WARRANTIES,THE PLATFORM SERVICE IS PROVIDED WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. SOCRATA DISCLAIMS ALL IMPLIED WARRANTIES,INCLUDING,WITHOUT LIMITATION,THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. SOCRATA DOES NOT WARRANT THAT THE PERFORMANCE OF THE PLATFORM SERVICE WILL BE ERROR FREE OR WITHOUT INTERRUPTION. WHILE SOCRATA WILL USE INDUSTRY STANDARD ADMINISTRATIVE,TECHNICAL AND PHYSICAL SECURITY SAFEGUARDS TO SECURE THE PLATFORM SERVICE,SOCRATA CANNOT GUARANTEE THAT THE PLATFORM SERVICE CAN NEVER BE COMPROMISED. 7. LIMITATION OF LIABILITY. NEITHER PARTY IS LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, CONSEQUENTIAL,INCIDENTAL OR SPECIAL DAMAGES(INCLUDING WITHOUT LIMITATION,REPLACEMENT COSTS,LOST PROFITS AND LOST DATA,INFORMATION OR CONTENT)ARISING OUT OF OR RELATED TO THIS AGREEMENT, REGARDLESS OF THE THEORY OF LIABILITY (INCLUDING NEGLIGENCE AND STRICT LIABILITY). EXCEPT FOR SOCRATA'S INDEMNITY BELOW OR DUE TO THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SOCRATA SOCRATA'S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT IS LIMITED TO THE AMOUNT PAID BY CUSTOMER WITHIN THE 12-MONTH PERIOD PRIOR TO THE EVENT WHICH GAVE RISE TO THE CLAIM.THE PLATFORM SERVICE IS NOT DESIGNED TO(1)PROCESS OR STORE'SENSITIVE DATA'OR(11)WHERE AN INTERRUPTION OF THE PLATFORM SERVICE COULD CAUSE PERSONAL INJURY (INCLUDING DEATH) OR PROPERTY DAMAGE. ANY USE OF THE SERVICES IN CONNECTION WITH THESE ACTIVITIES IS AT CUSTOMERS RISK. 8. INDEMNIFICATION. a. Coverage.Socrata will defend or settle any third party claim against Customer to the extent that such claim alleges that: (I) Socrata's personnel caused any bodily injury (including death) or physical damage to tangible property while at Customer's premises; (ii) tho Platform Service violates a copyright,patent,trademark or other intellectual property right;or (ii€) withholding taxes, labor or employment taxes were not paid by Socrata with respect to its personnel. b. Process. Customer must promptly notify Socrata of the claim in writing, cooperates with Socrata in the defense,and Socrata to solely control the defense or settlement of the claim,provided that Socrata cannot settle the claim unless it contains a full release and no admission of liability on the part of Customer. Socrata will pay its indemnification claim defense costs incurred as part of its obligations above,and the indemnifying party negotiated settlement amounts,and court awarded damages. As to Section 8(a)(ii) if such a claim appears likely, Socrata may modify the Platform Service, procure the necessary rights, or replace it with the functional equivalent.If Socrata determines that none of these are reasonably available, then Socrata may terminate the Platform Service and refund any prepaid and unused fees. c. Exclusions. Socrata has no obligation for any claim arising from: Socraw's compliance with the customer's specifications; a combination of the Platform Service with other technology or aspects where the infringement would not occur but for the combination; use of the Customer Content;or technology or aspects not provided by Socrata. 9, TERM AND TERMINATION. a. Term. This agreement remains in effect until all orders have expired or are terminated. b. Termination for Breach. Either party may terminate this agreement or an order,in the event the other party is in material breach of the order or this agreement,and such breach has not been cured within 30 days of receipt of notice therefor. Socrata may suspend the Platform Service upon prior written or email notice to Customer due to non-payment of undisputed invoices that are past due. If Customer terminates an order due to as uncured breach by Socrata of Its obligations under this agreement or an order, then Page 3 of 4 Cooperative Purchase Page 47 of 48 Customer will receive as its sole and exclusive remedy a pro-rate refund of the fees paid but unearned as of the effective data of termination. c. 'termination for Convenience and Non-Appropriation of Funds. Customer may terminate this agreement for convenience with 30 days'prior written notice to Socrata, provided that all of Customer's financial obligations under this agreement and any orders that are in effect prior to the effective date of termination remain In full force and effect as written.If Customer has not appropriated the necessary funds for a renewal term of an order,then Customer may terminate such order upon written notice to Socrata,as soon as practical but in any event at least 15 days prior to the effective date of the renewal of such order. d. Final Export and Return of Customer Content. Customer will have 30 days to export Customer Content from the Platform Service upon termination or expiration of the order. After the 30 days,Socrata may delete the Customer Content that is stored within the Platform and turn off the Platform Service. 10. MISC. a. Governing Law. This agreement is governed by the laws of the state where Customer is located, irrespective of conflict of law principles. b. Non-Assignment.Neither party may assign or transfer(by operation of law or otherwise)this agreement (including any order)or any of its rights or obligations hereunder without the other parry's express,prior written consent. Notwithstanding the foregoing,a party may assign this agreement with all orders without consent of the other party but with notice(i)to a majority owned affiliate or(ii)to a successor in the event of a sale of substantially all the assets of a party or as part of a merger. c. Subcontractors. Socrata will not subcontract any part of the Platform Services, except for its hosting provider and bandwidth provider. Socrata is responsible for the acts and omissions of its subcontractors and will flow-down as practical,the applicable terms of this agreement. d. Survival. Terms and conditions which by their nature survive the termination will survive,including without limitation,payment,indemnification,limitation of liability. e. Federal Government provisions. If Customer purchases the Platform Service for ultimate federal government end use,Socrata provides such services solely in accordance with the following:Government technical data and software rights related to the Platform Service include only those rights customarily provided to the public as defined In this agreement. This customary commercial license is provided in accordance with FAR I2.211 (Technical Data)and FAR 12.712 (Software)and,for Department of Defense transactions, DFAR 252.227-7015 (Technical Data - Commercial Items) and DFAR 227.7202-3(Rights in Commercial Computer Software or Computer Software Documentation). f. Entire Agreement.This agreement and each order,constitutes the entire agreement between the parties and supersede any prior or contemporaneous negotiations or agreements,whether oral or written,related to this subject matter. Neither party is relying on any representation concerning this subject matter,oral or written,not included in this agreement. No representation,promise or inducement not included in this agreement is binding., No modification,amendment or waiver of any term of this agreement Is effective until signed by both parties. g. Force Majeure,PO and Feedback.Except for the payment of monies,neither party is liable far any non- performance as a result of activities beyond its reasonable control, including without limitation force majeure events.Customer agrees that any additional or conflicting terms contained in any Customer form- purchasing document are rejected. By submitting ideas, suggestions or feedback to Socrata regarding improvements to the Platform Service, and Customer hereby grants Socrata a royalty-free and fully-paid license to use such items for any business purpose. Page 4 of 4 Cooperative Purchase Page 48 of 48 4/14/2020 M&C Review Official site of the City of Fort Worth,Texas CITY COUNCIL AGENDARTWnRT H COUNCIL ACTION: Approved on 5114/2019 REFERENCE ** 13PINTERNAL DATA SHARING DATE: 5/14/2019 NO.: P-12327 LOG NAME: SYSTEM AD IT CODE: P TYPE: CONSENT PUBLIC NO HEARING- SUBJECT- Authorize Purchase Agreements for Software Upgrade to Socrata Connected Government Cloud and Internal Data Sharing and Related Services with Carahsoft Technology Corporation Using a Cooperative Agreement for an Amount Up to $297,280.04 for the First Year and Authorize Four One-Year Options to Renew at an Annual Cost Not-To-Exceed $170,000.04 for the Information Technology Solutions Department (ALL COUNCIL DISTRICTS) RECOMMENDATION: It is recommended that the City Council authorize Purchase Agreements with Carahsoft Technology Corporation for the software upgrade to Socrata Connected Government Cloud and Internal Data Sharing and related services for the Information Technology Solutions Department using cooperative agreement U.S. General Services Administration Schedule No. GS-35F-0119Y for an amount up to $297,280.04 for the first year with four additional options to renew at $170,000.04 per year. DISCUSSION: The City of Fort Worth (City) has licenses to utilize the Open Data Platform hosted by Socrata, Inc. The current functionality allows the City to provide datasets from many of the services provided by the City, including but not limited to, Permits, Certificates of Occupancy, Police Accidents and Police Crime Data, to the citizens of Fort Worth as well as external companies using the City's data for their products. This Mayor and Council Communication (M&C) is to request authorization to expand the City's licenses and services with Socrata to an enterprise license and related services using Socrata Connected Government Cloud. Included in the enterprise license are the Performance Optimization Cloud, Financial Insights Cloud and the Operational Intelligence platforms on top of the existing agreement for the Open Data Portal, Socrata Operational Intelligence Cloud provides data discovery, visualization, analysis, reporting tools and applications for data like budget, expenditures, crime, permits and business records. Socrata Financial Insights Cloud allows government leaders, financial analysts and local citizens to view relevant financial data to understand how government is collecting and spending tax revenues. Socrata Performance Optimization Cloud gives performance leaders the ability to map strategic goals to meaningful indicators that can be measured, tracked and shared. The City will work with Socrata and Carahsoft Technology Corporation to set up all three of these platforms. Financial Insights and Performance Optimization platforms will be for later use as the initial focus will be with the Operational Intelligence platform. The initial platform will allow the City to share data among different areas with the City, as well as provide dashboards across datasets. The first prototype will be a Police dashboard and visualizations. Using the Operational Intelligence platform, the City can share data internally then identify what data fields to share externally to the public, The Financial Insights and Performance Optimization platforms are scheduled to be rolled out during Fiscal Year 2020, providing citizens with more information on City services and where tax dollars are being spent. COOPERATIVE PURCHASE: State Law provides that a local government purchasing an item under a Cooperative Purchasing Agreement satisfies state laws requiring that the local government seek apps.cfwnet.org/councilfpacket/me review.asp?1D=26906&councildate=5/14/2019 113 4/14/2020 M&C Review competitive bids for purchase of the item. U.S. General Services Administration (GSA) contract schedules have been competitively bid to increase and simplify the purchasing power of government entities across the United States. PRICE ANALYSIS: The GSA Schedule contract offers fixed discounts. Staff reviewed pricing and determined it to be fair and reasonable. MIWBE: A MBEISBE goal is not assigned when purchasing from an approved purchasing cooperative or public entity. SUCCESSOR CONTRACTS: To facilitate planning and budgeting, Staff would prefer to have annual Agreements that align with the Fiscal Year. However, the GSA contract is out of alignment with the City's Fiscal Year. The current terms of the contracts are: Terms are as follows: Year 1 -April 16, 2019 - December 19, 2019 Year 2 - December 20, 2019 - December 19, 2020 Year 3 - December 20, 2020 - December 19, 2021 In order for this Agreement to align with the City's Fiscal Year, adoption of this M& C technically authorizes (i) a series of Purchase Agreements, each of which will align to a term of the GSA Schedule contract to ensure legal authority exists for the contract, and (ii) an annual spend amount, future years of which would be subject to City Council appropriation. In the event that a Cooperative Agreement is not renewed, staff would cease purchasing at the end of the last Purchase Agreement coinciding with the valid Cooperative Agreement. If the City Council were to not appropriate funds for a future year, staff would stop making purchases when the last appropriation expires, regardless of whether the then-current Purchase Agreement has expired. The City will initially use GSA Schedule No. GS-35F-0119Y to make purchases authorized by this M& C. As noted, GSA Schedule GS-35F-0119Y expires December 19, 2021. If the GSA Schedule is extended, this M& C authorizes the City to purchase similar products and services under the extended contract. If the GSA Schedule is not extended, but GSA executes a new cooperative agreement with Carahsoft Technology Corporation with substantially similar terms as GSA Schedule GS-35F-0119Y, this M& C authorizes the City to purchase the products and services under the new GSA Schedule contract. ADMINISTRATIVE CHANGE ORDER: An administrative change order or increase may be made by the City Manager in the amount up to $75,000.00 and does not require specific City Council approval as long as sufficient funds have been appropriated. AGREEMENT TERM: The initial term of this Agreement shall commence upon City Council's approval and shall expire December 19, 2019. RENEWAL OPTIONS: This Agreement may be renewed for additional terms according to the cooperative agreement at the City's option, up to a maximum of four annual options to renew. This action does not require specific City Council approval provided that the City Council has appropriated sufficient funds to satisfy the City's obligations during the renewal term. FiSCAL INFORMATIONXIERTIFICATION: The Director of Finance certifies that funds are available in the current operating budget, as appropriated, of the General Fund. Prior to an expenditure being made, the Information Technology Solutions Department has the responsibility to validate the availability of the funds. BQWGS-35F-0119Y1AD TO _ Fund Department Account Project Program Activity Budget Reference# Amount __ ID ID _ Year Chartfield 2) 10100 53302 11 0 445020 $297,280.00 FROM Fund Department Acc!77t1 Project I Program Activity Budget Reference# TAmount lD ID Year I (Chartfield 2) � apps.cfwnet.org/council_packetlmc_review.asp?ID=26906&councildate=5/1412019 213