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HomeMy WebLinkAbout055350-A4R5 - General - Contract - Cloud Software Groupcloud SOFTWARE GROUP CSC No. 55350-A4R5 Contract-585048 AMENDMENT #1 TO ORDER 551294 DATED EFFECTIVE FEBRUARY 26, 2025 THIS AMENDMENT #1 ("AMENDMENT') TO ORDER CONTRACT-551294 BETWEEN CLOUD SOFTWARE GROUP, INC. AND CITY OF FORT WORTH DATED EFFECTIVE FEBRUARY 26, 2025 (THE "ORDER") IS MADE EFFECTIVE AS OF APRIL 10, 2026. COLLECTIVELY, CLOUD SOFTWARE GROUP, INC. AND CITY OF FORT WORTH ARE REFERRED TO AS THE "PARTIES" AND INDIVIDUALLY AS A "PARTY". The Parties desire to amend the Order with the provisions set forth below. The terms of this Amendment will supersede any conflicting terms in the Order. Otherwise, the terms and conditions of the Order will remain unchanged, in full force and effect. Capitalized terms used in this Amendment have the same meaning as set forth in the End User Agreement, unless otherwise specified herein. Recitals. A. WHEREAS, the Parties desire to amend the Order, attached as Exhibit 1, for the purpose of adding an addendum. NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which the Parties hereby acknowledge, the Parties agree as follows: 1. The Order is amended to incorporate the terms and conditions of the document set forth in Exhibit 2 to this Amendment, as amended by Section 2 below (the "Addendum"). In the event of any conflict between the Oder and the Addendum, the Addendum shall prevail. 2. Exhibit 2 is amended as follows: Reference to "Order Form No. 100866" and "Order Form No. 100866 and Exhibits" are omitted from the Addendum and replaced with "Order 551294 dated effective February 26, 2025". 3. All other terms and conditions of the Order shall remain the same. IN WITNESS WHEREOF, the Parties hereto have caused this Amendment to be executed by their respective authorized representatives. Cloud Software Group, Inc. Signature: �- Name: Rafael Carmona Toscano Title: VP Legal Date: 04/13/2026 Confidential Page 1 of 1 City of Fort Worth Signature. ZJ IL 9,,�� Name: William Johnson Title: Assistant City Manager Date: 04/14/2026 OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX CITY OF FORT WORTH INTERNAL ROUTING PROCESS: Approval Recommended: By: Name Title: Raymond Hill Interim Fire Chief Approved as to Form and Legality: By: Name Title: Taylor Paris Sr. Assistant City Attorney Contract Authorization: M&C: NIA Contract Compliance Manager: By signing I acknowledge that I am the person responsible for the monitoring and administration of this contract, including ensuring all performance and reporting requirements. By: 4�1 Name: Brenda Ray Title: Fire/EMS Purchasing Manager City Secretary: By: Name Title: ooF4son'r°°na ,o pro �9dc pro° .10, aQIl nEXo Soo Jannette S. Goodall City Secretary OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX cloud SUFMARt 1iROUP Contract-551294 EXHIBIT 1 Q-282578 Order Form Order Form Effective Date: 2025-02-26 This Order is entered into pursuant to and hereby incorporates the End User Agreement located at https://www.cloud.com/content/dam/cloud/documents/legal/end-user-agreement.pdf and sets forth the maximum Number of Units by License Type that Customer may use of the Products during the specified Term. In the event of any conflict between this Order and the End User Agreement, the Order will prevail. Capitalized terms used in this Order and not otherwise defined, are defined in the End User Agreement. Any terms incorporated by written reference (including written reference to information contained in a URL or referenced policy) form a part of this Order as if set forth herein. Customer agrees to the terms and conditions of this Order and has caused this Order to be signed and delivered by its duly authorized officer or representative. Company's acceptance of this Order shall be deemed to have occurred on Company's initial delivery of Products under this Order. Customer shall use the Products in accordance with this Order, the Agreement, and Documentation. Company: Cloud Software Group, Inc. — 851 West Cypress Creek Road - Fort Lauderdale - Florida - 33309 Customer Name ("Customer"): City of Fort Worth Street: 200 Texas St Building/Suite Number: City: Fort Worth State/Province: TX Zip/Postal Code: 76102-6314 Country: United States Contact: Brenda Ray I brenda.ray@fortworthtexas.gov All monetary denominations shall be in USD Software and Services Subscription Software (License Maintenance/Service Unit Number of Term Start Date Term End Date Type) Level Units Spotfire@ Statistics Bronze Named 105 2025-02-25 2028-02-24 Services User (Production/Non- Production Spotfire@ Server Bronze Named 105 2025-02-25 2028-02-24 (Production/Non- User Production Spotfire@ Consumer Bronze Named 100 2025-02-25 2028-02-24 (Production/Non- User Production Spotfire@ Automation Bronze Named 105 2025-02-25 2028-02-24 Services User (Production/Non- Production Page 1 of 2 Iu.r SigF7iMARE aROUP Spotfire® Analyst Bronze Named 5 2025-02-25 2028-02-24 (Production/Non- User Production Total Subscription Fee 1 132,095.69 Total Fees Due Additional Terms 132,095.69 Payment Terms. For this Order Form only, Customer shall pay fees as per the Billing schedule below, with each payment due Net 30 days from the date of Company's invoice: Billing Schedule Billing Date Fees Due 2025-02-25 39,908.07 2026-01-26 43, 898.86 2027-01-26 48,288.76 Customer may deliver an executed copy of this Order Form to Company by facsimile or similar instantaneous electronic transmission device and such delivery shall be considered valid and effective for all purposes. City of Fort Worth Signature: Name: uuuy z-edler Title:—M-iness Process Manager Date: 2025 Page 2 of 2 EXHIBIT 2 ADDENDUM TO Order Form No. 100866 BETWEEN THE CITY OF FORT WORTH AND TIBCO Software Inc. This Addendum to the attached Agreement ("Addendum") is entered into by and between TIBCO Software Inc. ("Vendor") and the City of Fort Worth ("City"), collectively the "parties." The Contract documents shall include the following: 1. The Order Form Contract no. 100866 with Exhibits ("Agreement"); and 2. This Addendum. Notwithstanding any language to the contrary in , the parties stipulate by evidence of execution of the Order Form, that the parties hereby agree that the provisions in this Addendum below shall be applicable to the Agreement as follows: 1. Term. The Addendum commences upon the Order Form Effective Date ("Effective Date") 2. Termination. a. Convenience. Either City or Vendor may terminate the Agreement at any time and for any reason by providing the other party with 30 days written notice of termination. Total Fees Due for the applicable Order Form must be paid in Full and no Customer right of refund or set off exists. b. Breach. If either party commits a material breach of the Agreement, the non - breaching Party must give written notice to the breaching party that describes the breach in reasonable detail. The breaching party must cure the breach ten (10) calendar days after receipt of notice from the non -breaching party, or other time frame as agreed to by the parties. If the breaching party fails to cure the breach within the stated period of time, the non -breaching party may, in its sole discretion, and without prejudice to any other right under the Agreement, law, or equity, immediately terminate the Agreement by giving written notice to the breaching party. C. Fiscal Funding Out. In the event no funds or insufficient funds are appropriated by City in any fiscal period for any payments due hereunder, City will notify Vendor of such occurrence and the Agreement shall terminate on the last day of the fiscal period for which appropriations were received without penalty or expense to the City of any kind whatsoever, except as to the portions of the payments herein agreed upon for which funds have been appropriated. d. Duties and Obligations of the Parties. In the event that the Agreement is terminated prior to the Expiration Date subject to this Section 2 Termination, all fees paid Page 9 of 13 by City are non-refundable and no right of set off exists. City shall pay Vendor for Professional Consulting services actually rendered up to the effective date of termination and Vendor shall continue to provide City with services requested by City and in accordance with the Agreement up to the effective date of termination. Upon termination of the Agreement for any reason, Vendor shall provide City with copies of all completed or partially completed documents prepared under the Agreement. In the event Vendor has received access to City information or data as a requirement to perform services hereunder, Vendor shall return all City provided data to City in a machine readable format or other format deemed acceptable to City. 3. Attorneys' Fees, Penalties, and Liquidated Damages. To the extent the attached Agreement requires City to pay attorneys' fees for any action contemplated or taken, or penalties or liquidated damages in any amount, City objects to these terms and any such terms are hereby deleted from the Agreement and shall have no force or effect. 4. Law and Venue. The Agreement and the rights and obligations of the parties hereto shall be governed by, and construed in accordance with the laws of the United States and state of Texas, exclusive of conflicts of laws provisions. Venue for any suit brought under the Agreement shall be in a court of competent jurisdiction in Tarrant County, Texas. To the extent the Agreement is required to be governed by any state law other than Texas or venue in Tarrant County, City objects to such terms and any such terms are hereby deleted from the Agreement and shall have no force or effect. 5. Linked Terms and Conditions. [OMITTED] 6. Insurance. The City is a governmental entity under the laws of the state of Texas and pursuant to Chapter 2259 of the Texas Government Code, entitled "Self -Insurance by Governmental Units," is self -insured and therefore is not required to purchase insurance. To the extent the Agreement requires City to purchase insurance, City objects to any such provision, the parties agree that any such requirement shall be null and void and is hereby deleted from the Agreement and shall have no force or effect. City will provide a letter of self -insured status as requested by Vendor. 7. Sovereign Immunity. Nothing herein constitutes a waiver of City's sovereign immunity. To the extent the Agreement requires City to waive its rights or immunities as a government entity; such provisions are hereby deleted and shall have no force or effect. 8. Indemnity. To the extent the Agreement or any of the linked terms, in any way, requires City to indemnify or hold Vendor or any third party harmless from damages of any kind or character, City objects to these terms and any such terms are hereby deleted from the Agreement and shall have no force or effect. 9. IP Indemnification. The Indemnity provisions set forth in Section 7 of the attached Agreement apply 10. Data Breach. The Data Protection and Back-up provisions set forth in Section 6 of the attached Agreement apply. Page 10 of 13 11. No Mandatory Arbitration. To the extent the Agreement requires mandatory arbitration to resolve conflicts, City objects to these terms and any such terms are hereby deleted from the Agreement and shall have no force or effect. 12. Insurance. Vendor agrees that insurance coverage provided to City by Vendor is sufficient for purposes of the Agreement only. 13. No Debt. In compliance with Article 11 § 5 of the Texas Constitution, it is understood and agreed that all obligations of City hereunder are subject to the availability of funds. If such funds are not appropriated or become unavailable, City shall have the right to terminate the Agreement except for those portions of funds which have been appropriated prior to termination. City certifies that upon the Effective Date of Order Form Contract no. 100866 attached hereto it has adequate funds to pay the Total Fees Due and payment will be made in accordance with the governing terms for this and any future orders. 14. Public Information. City is a government entity under the laws of the State of Texas and all documents held or maintained by City are subject to disclosure under the Texas Public Information Act. To the extent the Agreement requires that City maintain records in violation of the Act, City hereby objects to such provisions and such provisions are hereby deleted from the Agreement and shall have no force or effect. In the event there is a request for information marked Confidential or Proprietary, City shall promptly notify Vendor. It will be the responsibility of Vendor to submit reasons objecting to disclosure. A determination on whether such reasons are sufficient will not be decided by City, but by the Office of the Attorney General of the State of Texas or by a court of competent jurisdiction. 15. Addendum Controlling. If any provisions of the attached Agreement, conflict with the terms herein, are prohibited by applicable law, conflict with any applicable rule, regulation or ordinance of City, the terms in this Addendum shall control. 16. Network Access. a. City Network Access. If 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 with City's Network Access Agreement. 17. 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 Page 11 of 13 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. 18. Right to Audit. In accordance with the Confidentiality requirements in the Agreement, Vendor agrees that City shall, until the expiration of three (3) years after final payment under the Agreement, have access to and the right to examine any directly pertinent books, documents, papers and records of Vendor involving transactions relating to the Agreement. Vendor agrees that City shall have access during normal working hours to all necessary Vendor facilities and shall be provided adequate and appropriate workspace in order to conduct audits in compliance with the provisions of this section. City shall give Vendor reasonable advance notice of intended audits. THE REMAINER OF THIS PAGE IS INTENTIONALLY LEFT BLANK (Signature Page Follows) Page 12 of 13 TIBCO" ACCEPTED AND AGREED: CITY OF FORT WORTH Valerie Washington (Feb 26, 202112:23 By: CP Name: Valerie Washington Title: Assistant City Manager Feb 26, 2021 APPROVAL RECOMMENDED: By. J s Davis (Feb 22, 202113:54 CST) Name: Jim Davis Title: Fire Chief ATTEST: By. ��TJ 0 Name: Mary Kam Title: City Secretga For Vendor: TIBCO SOFTWARE, INC By: Name: Rafael Carmona Toscano Title: Senior Vice President, Global Licensing CONTRACT COMPLIANCE MANAGER: By signing I acknowledge that I am the person responsible for the monitoring and administration of this contract, including ensuring all performance and reporting requirements. By. mark Rauscher (Feb 22,202113:52CST) Name: Mark Rauscher Title: Assistant Fire Director APPROVED AS TO FORM AND LEGALITY: ChrisfanherAusfrid By: Christopher Austria(Feb 22,202117:49 CST) Name: Christopher Austria Title: Assistant City AttorneX CONTRACT AUTHORIZATION: M&C: 24089-03-2020 (March 19, 2020) and 24161-04-2020 (April 7, 2020) Date Approved: N/A Form 1295 Certification No.: N/A OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX FORT WORTH. City Secretary's Office Contract Routing & Transmittal Slip Contractor's Name: Cloud Software Group, Inc. Subject of the Agreement: Ratified Renewal for Fourth and Fifth Renewals of Unlimited Renewals, CSC 55350-A4R5 Fourth Renewal - 2/25/25 - 2/24/26 Fifth Renewal - 2/25/26 - 2/24/27 M&C Approved by the Council? * Yes ❑ No 0 If so, the M&C must be attached to the contract. Is this an Amendment to an Existing contract? Yes ❑✓ No ❑ If so, provide the original contract number and the amendment number. Is the Contract "Permanent"? *Yes ❑ No 0 If unsure, see back page for permanent contract listing. 55350-A4R5 Is this entire contract Confidential? *Yes ❑ No ❑✓ If only specific information is Confidential, please list what information is Confidential and the page it is located. Effective Date: 2/2526 If different from the approval date. Expiration Date: 2/24/27 If applicable. Is a 1295 Form required? * Yes ❑ No Fv1 *If so, please ensure it is attached to the approving M&C or attached to the contract. Project Number: If applicable. *Did you include a Text field on the contract to add the City Secretary Contract (CSC) number? Yes ❑✓ No ❑ Contracts need to be routed for CSO processing in the followingorder: rder: 1. Katherine Cenicola (Approver) 2. Jannette S. Goodall (Signer) 3. Allison Tidwell (Form Filler) *Indicates the information is required and if the information is not provided, the contract will be returned to the department.