HomeMy WebLinkAboutContract 51219 City Secretary Contract No. C1
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This PROFESSIONAL SERVICES AGREEMENT("Agreement")is made and entered into by and
between the CITY OF FORT WORTH(the"City"or"Client"),a home-rule municipal corporation situated
in portions of Tarrant,Denton,Johnson and Wise Counties,Texas,acting by and through its duly authorized
Assistant City Manager, and Environmental Systems Research Institute, Inc. (hereinafter "Esri" or
"Consultant"),California corporation with a place of business at 380 New York Street,Redlands,California
92373-8100. City and Consultant are each individually referred to herein as a "party" and collectively
referred to as the"parties."
CONTRACT DOCUMENTS:
The Contract documents shall include the following:
1. This for Professional Services Agreement;
2. Exhibit A—Statement of Work Plus Any Amendments to the Statement of Work;
3. Exhibit B—Payment Schedule;
4. Exhibit C—Milestone Acceptance Form;
5. Exhibit D—Network Access Agreement; and
6. Exhibit E—Signature Verification Form
All Exhibits attached hereto are incorporated herein and made a part of this Agreement for all purposes. In
the event of any conflict between the documents, the terms and conditions of this Professional Services
Agreement shall control.
The term "Consultant"or"Contractor" shall include the Consultant or Contractor,and its officers, agents,
employees, and representatives.
The term"City" shall include its officers,employees,agents, and representatives.
DEFINITIONS
"Commercial Off-the-Shelf Software" or "COTS Software" means all or any portion of Consultant's
proprietary software technology accessed or downloaded from an authorized Consultant website or
delivered on any media, in any format, including backups, updates, service packs, patches, hot fixes, or
permitted merged copies, available under license to the general public.
"Map Data" means any digital dataset(s) including geographic, vector data, coordinates, raster, or
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associated tabular attributes supplied by either party for use in the performance of this Agreement.
"Services" means consulting support being performed by Consultant on a time and materials basis in
exchange for compensation from City.
"Services Output"means any work product produced by Consultant as a result of Services provided under
this Agreement. Services Output can include, but is not limited to, reports, training materials, and custom
software code.
1. Scope of Services. Consultant hereby agrees,with good faith and due diligence,to provide
the City with professional consulting services to assist with providing a three-day workshop on GeoEvent
Server, including GeoEvent Manager, creating and configuring GeoEvent service components and other
GeoEvent functionality. Specifically, Consultant will perform all duties outlined and described in the
Statement of Work, which is attached hereto as Exhibit "A" and incorporated herein for all purposes, and
further referred to herein as the "Services." Consultant shall perform the Services in accordance with
standards in the industry for the same or similar services.In addition,Consultant shall perform the Services
in accordance with all applicable federal,state,and local laws,rules,and regulations.If there is any conflict
between this Agreement and Exhibit A,the terms and conditions of this Agreement shall control.
2. Term. This Agreement shall commence upon final execution("Effective Date") and shall
expire no later than six (6) months following the Effective Date (`Expiration Date"), unless terminated
earlier in accordance with the provisions of this Agreement or otherwise extended by the parties.
3. Compensation. The City shall pay Consultant an amount not to exceed twenty-six
thousand, six hundred, seventy and 00/100 dollars ($26,670.00) in accordance with the provisions of this
Agreement and Exhibit `B," Payment Schedule, which is attached hereto and incorporated herein for all
purposes.Consultant shall not perform any additional services for the City not specified by this Agreement
unless the City requests and approves in writing the additional costs for such services. The City shall not
be liable for any additional expenses of Consultant not specified by this Agreement unless the City first
approves such expenses in writing. City agrees to pay all invoices of Consultant within thirty(30) days of
receipt of such invoice. Consultant may charge interest on late payments not to exceed one percent(1
4. Termination.
4.1. Convenience. Either the City or Consultant may terminate this Agreement at any
time and for any reason by providing the other party with 30 days written notice of termination.
4.2. 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.
4.3. Fiscal Funding Out.In 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 Consultant of
such occurrence and this Agreement shall terminate on the last day of the fiscal period for which
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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.
4.4. Duties and Obligations of the Parties. In the event that this Agreement is
terminated prior to the Expiration Date,the City shall pay Consultant for services actually rendered
up to the effective date of termination and Consultant 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,Consultant shall provide the City
with copies of all completed or partially completed documents prepared under this Agreement. In
the event Consultant has received access to City information or data as a requirement to perform
services hereunder,Consultant shall return all City provided data to the City in a machine readable
format or other format deemed acceptable to the City.
5. Disclosure of Conflicts and Confidential Information.
5.1. Disclosure of Conflicts.Consultant hereby warrants to the City that Consultant has
made full disclosure in writing of any existing or potential conflicts of interest related to
Consultant's services under this Agreement.In the event that any conflicts of interest arise after the
Effective Date of this Agreement, Consultant hereby agrees immediately to make full disclosure to
the City in writing.
5.2. City Confidential Information. The City acknowledges that Consultant may use
products,materials,or methodologies proprietary to Consultant.The City agrees that Consultant'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. Consultant, for itself and its officers, agents and
employees, agrees that it shall treat all information provided to it by the City (designated and
marked as"City Confidential Information")as confidential. Consultant shall not disclose any City
Confidential Information to a third party without the prior written approval of the City.
For clarification purposes,"Confidential Information"provided by either Party means confidential,
proprietary, or trade secret information that is disclosed by Disclosing Party to Receiving Party in
writing and conspicuously marked by the Disclosing Parry or disclosed orally and confirmed in
writing within thirty(30)days of disclosure as "Confidential," "Proprietary," "Trade Secret," or
similar term, provided however security information supplied by Disclosing Party to a Receiving
Party does not require such marking to be deemed "Confidential Information."
It is agreed that the following will not be exchanged between the Parties under this Agreement:
a. Information, data, or technology controlled for export under the International Traffic in
Arms Regulations(ITAR);
b. Unclassified controlled technical information (UCTI) or Covered Defense Information
(CDI)under DFARS 204.7300(252.204-7012 Safeguarding Covered Defense Information
and Cyber Incident Reporting); and
C. Non-Public Information (NPI) and Protected health information (PHI) under the Health
Insurance Portability and Accountability Act(HWAA.
The obligations in this Agreement do not apply to the following infonnation:
a. Information that is or becomes available to the public through no breach of this Agreement;
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b. Information that is already known to Receiving Party and can be shown to be in its
possession at the time of disclosure;
C. Information that was received by Receiving Party without any duty of confidentiality;
d. Information that is received by Receiving Party from a third party that is not under a
nondisclosure obligation to Disclosing Party; and
e. Information that is independently developed by either Party without reference to
Confidential Information.
5.3. 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.
5.4. Unauthorized Access. Consultant shall store and maintain City Confidential
Information in a secure manner and shall not allow unauthorized users to access, modify, delete
or otherwise corrupt City Confidential Information in any way. Consultant shall notify the
City immediately if the security or integrity of any City Confidential Information has been
compromised or is believed to have been compromised, in which event, Consultant 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.
6. Right to Audit.
6.1. Consultant 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 project-related pertinent books, documents, papers and records of the Consultant
involving transactions relating to this Agreement at no additional cost to the City.Consultant agrees
that the City shall have access during normal working hours to all necessary Consultant 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 Consultant not less than 10 days written
notice of any intended audits.
6.2. Consultant 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. However,it is
agreed that this section is not applicable since Consultant will not use a subcontractor to
provide Services to the City under this Agreement.
7. Independent Contractor. It is expressly understood and agreed that Consultant shall operate
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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,
Consultant 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,and employees.Consultant acknowledges that
the doctrine of respondeat superior shall not apply as between the City, its officers, agents, servants and
employees, and Consultant, its officers, agents, and employees. Consultant further agrees that nothing
herein shall be construed as the creation of a partnership or joint enterprise between City and Consultant.It
is further understood that the City shall in no way be considered a Co-employer or a Joint employer of
Consultant or any officers, agents, and employees. Neither Consultant, nor any officers, agents, and
employees of Consultant shall be entitled to any employment benefits from the City. Consultant shall be
responsible and liable for any and all payment and reporting of taxes on behalf of itself, and any of its
officers,agents,and employees.
8. LIABILITY AND INDEMNIFICATION.
8.1. LIABILITY
Disclaimer of Liability. Neither City, Consultant, nor any Consultant distributor or
licensor will be liable for any indirect, special, incidental, or consequential damages; lost
profits; lost sales; loss of goodwill; costs of procurement of substitute goods or services;
or damages exceeding the applicable Services fees paid or owed to Consultant for the
Consultant Services giving rise to the cause of action.
The limitations and exclusions of liability in the preceding paragraph do not apply to City's
infringement, misuse, or misappropriation of Consultant's or Consultant's licensors'
intellectual property rights, either party's indemnification obligations, gross negligence,
willful misconduct, or violations of the Export Compliance clause of this Agreement or
any applicable law or regulation.
Applicability of Disclaimers and Limitations.Consultant or its authorizcd distributor has
set its fees and entered into this Agreement in reliance on the disclaimers and limitations
in this Agreement; the fees reflect an allocation of risk that is an essential basis of the
bargain between the parties.These limitations will apply whether or not a party is aware of
the possibility of any damage and notwithstanding any failure of essential purpose of any
exclusive, limited remedy.
The foregoing disclaimers,limitations,and exclusions may be invalid in some jurisdictions
and apply only to the extent permitted by applicable law or regulation in City's jurisdiction.
City may have additional rights that may not be waived or disclaimed. Consultant does not
seek to limit City's warranty or remedies to any extent not permitted by law.
8.2. INDEMNIFICATION
a. "Claim"means any claim,action, or demand by a third party.
b. "Indemnitees" means City and its directors, officers, and employees.
c. "Infringement Claim(s)"means any Claim alleging that City's use of or access to
Consultant Offerings or Services infringe a patent,copyright,trademark, or trade
secret.
d. "Loss(es)"means out-of-pocket loss,damage award, settlement amount, cost,or
expense, including awarded attorneys'fees.
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Infringement Indemnity
a. Consultant will defend and hold all Indemnitees harmless from any Infringement
Claim and indemnify any Loss arising out of an Infringement Claim as set forth in the
following paragraphs.
b. If Consultant determines that an Infringement Claim is valid, Consultant may, at its
expense, either(i) obtain rights for City to continue using the Consultant Offerings or
Services or (ii)modify the Consultant Offerings or Services while maintaining
substantially similar functionality. If neither alternative is commercially reasonable,
Consultant may terminate City's right to use the Consultant Offerings or Services and
will refund any (a)license fees that City paid for the infringing Consultant Offerings
or Services acquired under a Perpetual License, prorated on a 5-year, straight-line
depreciation basis beginning from the initial date of delivery or(b)unused portion of
fees paid for Term Licenses, Subscriptions,and Maintenance.
c. Consultant has no obligation to defend an Infringement Claim or to indemnify City to
the extent the Infringement Claim arises out of(i)the combination or integration of
Consultant Offerings or Services with a product, process, system, or element that
Consultant has not supplied or specified in the Specification; (ii)alteration of
Consultant Offerings or Services by anyone other than Consultant or its subcontractors;
(iii)compliance with City's specifications; or (iv)use of Consultant Offcrings or
Services after Consultant either provides a modified version to avoid infringement or
terminates City's right to use the Consultant Offerings or Services.
General Indemnity.Consultant will defend and hold all Indemnitees harmless from, and
indemnify any Loss arising out of, any Claim for bodily injury, death, or tangible or real
property damage brought against any of the indemnified parties to the extent arising from
any negligent act or omission or willful misconduct by Consultant or its directors,officers,
employees,or agents performing Services while on City's site.
Conditions for Indemnification. As conditions for indemnification, Indemnitee will
(i)promptly notify Consultant in writing of the Claim,(ii)provide all available documents
describing the Claim, (iii)give Consultant sole control of the defense of any action and
negotiation related to the defense or settlement of any hifringement Claim, and
(iv)reasonably cooperate in the defense of the Infringement Claim at Consultant's request
and expense.
This section sets forth the entire obligation of Consultant,its authorized distributor,
and its licensors regarding any Claim for which Consultant must indemnify City.
9. Ass�nment and Subcontracting.
9.1. Consultant 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
assignment,the assignee shall execute a written agreement with the City and the Consultant under
which the assignee agrees to be bound by the duties and obligations of Consultant under this
Agreement. The Consultant and assignee shall be jointly liable for all obligations under this
Agreement prior to the assignment. If the City grants consent to a subcontract, the subcontractor
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shall execute a written agreement with the Consultant referencing this Agreement under which the
subcontractor shall agree to be bound by the duties and obligations of the Consultant under this
Agreement as such duties and obligations may apply.The Consultant shall provide the City with a
fully executed copy of any such subcontract. However, it is agreed that this section is not
applicable,since Consultant will not use a subcontractor to provide Services to the City under
this Agreement.
9.2. MBE Goal-This section is not applicable.
10. Insurance.
10.1. The Consultant shall carry-the following insurance coverage with a company that
is licensed to do business in Texas or otherwise approved by the City:
10.1.1. Commercial General Liability:
10.1.1.1. Combined limit of not less than $2,000,000 per
occurrence; $4,000,000 aggregate; or
10.1.1.2. 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.
10.1.1.3. Defense costs shall be outside the limits of liability.
10.1.2. 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.
10.1.3. Professional Liability(Errors& Omissions) in the amount of$1,000,000
per claim and$1,000,000 aggregate limit.
10.1.4. Statutory Workers' Compensation and Employers' Liability Insurance
requirements per the amount required by statute.
10.1.5. Technology Liability(Errors&Omissions)
10.1.5.1. Combined limit of not less than $2,000,000 per
occurrence; $4million aggregate or
10.1.5.2. 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.
10.1.5.3. Coverage shall include, but not be limited to, the
following:
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10.1.5.3.1. Failure to prevent unauthorized access;
10.1.5.3.2. Unauthorized disclosure of information;
10.1.5.3.3. Implantation of malicious code or computer
virus;
10.1.5.3.4. Fraud, Dishonest or Intentional Acts with final
adjudication language;
10.1.5.3.5. 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 Consultant under this
Agreement;
10.1.5.3.6. 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 Consultant 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 will
be submitted to the City,or an appropriately redacted copy of the portion
of the policy, specifically pertinent to the Services under this Agreement,
if requested, shall be made available for the City to view during normal
business hours at Consultant's facility to evidence coverage; and
10.1.5.3.7. Any other insurance as reasonably requested by
City.
10.2. General Insurance Requirements:
10.2.1. 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.
10.2.2. The workers' compensation policy shall include a Waiver of Subrogation
(Right of Recovery)in favor of the City of Fort Worth.
10.2.3. A minimum of Thirty (30) days' notice of cancellation or reduction in
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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 Throckmorton, Fort Worth, Texas 76102, with copies to the City
Attorney at the same address. All such notices shall be subject to policy provisions.
10.2.4. 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.
10.2.5. Any failure on the part of the City to request required insurance
documentation shall not constitute a waiver of the insurance requirement.
10.2.6. Certificates of Insurance evidencing that the Consultant has obtained all
required insurance shall be delivered to and approved by the City's Risk Management
Division prior to execution of this Agreement.
11. Compliance with Laws, Ordinances,Rules and Regulations. Consultant agrees to comply
with all applicable federal, state and local laws, ordinances, rules and regulations. If the City notifies
Consultant of any violation of such laws, ordinances, rules or regulations, Consultant shall immediately
desist from and correct the violation.
12. Non-Discrimination Covenant. Consultant,for itself,its personal representatives, assigns,
subcontractors and successors in interest,as part of the consideration herein, agrees that in the performance
of Consultant'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
violation of this non-discrimination covenant by Consultant, its personal representatives, assigns,
subcontractors or successors in interest, Consultant agrees to assume such liability and to indemnify and
defend the City and hold the City harmless from such claim.
13. 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 CONSULTANT:
City of Fort Worth Environmental Systems Research
Attn:Assistant City Manager Institute, Inc. (Esri)
200 Texas Street Attn: Contracts&Legal Department
Fort Worth TX 76102 380 New York Street
Facsimile: (817) 392-6134 Redlands, CA 92373-8100
Tel.: 909-793-2853
With Copy to the City Attorney Email: LegalNotices(@csri.com
at same address
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14. Solicitation of Employees. Neither the City nor Consultant 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.
15. 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.
16. No Waiver. The failure of the City or Consultant 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 Consultant's respective right to insist upon appropriate performance or to assert any such right
on any future occasion.
17. 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.
18. Severability. If any provision of this Agreement is held to be invalid, illegal or
unenforceable,the validity, legality and enforceability of the remaining provisions shall not in any way be
affected or impaired.
19. Force Majeure. The City and Consultant 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, lockouts, natural disasters, wars, riots, material or labor
restrictions by any governmental authority,transportation problems and/or any other similar causes.
20. Headings Not Controlling. Headings and titles used in this Agreement are for reference
purposes only and shall not be deemed a part of this Agreement.
21. 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 be resolved
against the drafting party shall not be employed in the interpretation of this Agreement or exhibits hereto.
22. 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.
23. Entirety 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 Consultant, 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.
24. Counterparts. This Agreement may be executed in one or more counterparts and each
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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.
25. Warranty of Services. Consultant warrants that its services will be of a professional quality
and conform to generally prevailing industry standards. Consultant warrants for a period of ninety(90)
days from the date of performance that Services will substantially conform to the professional and technical
standards of the software industry. If Services do not substantially conform to these standards, City may
require Consultant to reperform Services at no additional cost to City. Services Output is provided as is
without warranty of any kind.
Disclaimer of Warranties. With the exception of the limited warranty set forth in this section, Consultant
disclaims and this Agreement expressly excludes all other warranties, express or implied, oral or written,
including,without limitation,any and all warranties of merchantability or fitness for a particular purpose.
In addition to and without limiting the preceding paragraph, Consultant does not warrant in any way Map
Data. Map Data may not be free of nonconformities, defects, errors, or omissions; be available without
interruption;be corrected if errors are discovered;or meet City's needs or expectations.City should not rely
on any Map Data unless City has verified Map Data against actual data from documents of record, field
measurement,or observation.
26. Milestone Acceptance. This section is not applicable. This should be determined by the
City.
27. Network Access.
27.1. City Network Access. If Consultant, and/or any of its employees, officers, agents,
servants or subcontractors(for purposes of this section"Consultant Personnel"),requires access to
the City's computer network in order to provide the services herein, Consultant shall execute and
comply with the Network Access Agreement which is attached hereto as Exhibit "D" and
incorporated herein for all purposes.
27.2. Federal Law Enforcement Database Access. If Consultant, or any Consultant
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") er 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, Consultant 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.
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City Secretary Contract No.
28. Immigration Nationality Act. The City of Fort Worth actively supports the Immigration&
Nationality Act (INA) which includes provisions addressing employment eligibility, employment
verification, and nondiscrimination. Consultant shall verify the identity and employment eligibility of all
employees who perform work under this Agreement.Consultant shall complete the Employment Eligibility
Verification Form (I-9), maintain photocopies of all supporting employment eligibility and identity
documentation for all employees,and upon request,provide City with copies of all I-9 forms and supporting
eligibility documentation for each employee who performs work under this Agreement. Consultant shall
establish appropriate procedures and controls so that no services will be performed by any employee who
is not legally eligible to perform such services. Consultant shall provide City with a certification letter that
it has complied with the verification requirements required by this Agreement. Consultant shall indemnify
City from any penalties or liabilities due to violations of this provision. City shall have the right to
immediately terminate this Agreement for violations of this provision by Consultant.
29. Informal Dispute Resolution. Except in the event of termination pursuant to Section 4.2, if
either City or Consultant 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 party'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 toxesolve 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
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.
30. No Boycott of Israel. Consultant acknowledges that in accordance with Chapter 2270 of
the Texas Government Code,the 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 contract, Consultant certifies that Consultant's signature provides written
verification to the City that Consultant: (1) does not boycott Israel; and(2)will not boycott Israel during
the term of the contract.
31. Reporting Requirements.
31.1. For purposes of this section,the words below shall have the following meaning:
31.1.1. Child shall mean a person under the age of 18 years of age.
ESRI
Professional Services Agreement-Technology
Rev.912017 Page 12 of 32
City Secretary Contract No._
31.1.2. 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.
31.1.3. 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.
31.1.4. 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.
31.2. Reporting Requirement. If Consultant 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,Consultant 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 Consultant to make the report required herein may result in
criminal and/or civil penalties.
32. Signature Authority. The person signing this agreement hereby warrants that he/she has
the legal authority to execute this agreement on behalf of the respective party, and that such binding
authority has been granted by proper order,resolution, ordinance or other authorization of the entity. This
Agreement,and any amendment(s)hereto,may be executed by any authorized representative of Consultant
whose name, title and signature is affixed on the Verification of Signature Authority Form, which is
attached hereto as Exhibit "E" and incorporate herein by reference. Each party is fully entitled to rely on
these warranties and representations in entering into this Agreement or any amendment hereto.
33. Survival of Provisions. The parties'duties and obligations pursuant to Section 4.4 (Duties
and Obligations),5 (Disclosure of Conflicts and Confidential Information), Section 6(Right to Audit),and
Section 8(Liability and Indemnification)shall survive termination of this Agreement.
34. Ownership and Grant of License.
Consultant owns and retains all rights, title, and interest in Services Output. Subject to the terms and
conditions in this Agreement, Consultant grants to City a nonexclusive, royalty-free, worldwide license to
use, modify, and/or reproduce Services Output in connection with City's authorized use of Consultant's
COTS Software.
35. Patents and Inventions. Consultant and City will retain title to any inventions,innovations,
and improvements ("Inventions") made or conceived solely by its principals, employees, consultants, or
independent contractors ("Inventors") during the term of this Agreement. Consultant and City will jointly
own any Inventions made or conceived jointly by Inventors from both parties.Where Inventions are jointly
owned,each joint owner will share equally the costs of acquiring protection for the Inventions and furnish
the other joint owner with assistance reasonably required for acquiring protection.Neither Consultant nor
City may license, transfer, or sell its interest in jointly owned Inventions without the written consent of the
other party, which will not be unreasonably withheld.
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City Secretary Contract No.
36. Confidentiality of Services Output. Services Output is Consultant confidential
information, and City must preserve and protect the confidentiality of Services Output. City agrees not to
reverse engineer or decompile custom software delivered in object code,executable code,or similar formats
(collectively, "Secure Formats"). For custom software delivered in source code or other human-readable
formats,City will have met its obligations under this provision if its disclosure of custom software is limited
to custom software in Secure Fonnats, provided that the means for reverse engineering, decompiling, or
disassembling the custom software is withheld from such disclosure, and the person or entity in receipt of
the custom software similarly agrees not to perform the prohibited acts described above or allow others to
do so.
Except as provided in the preceding paragraph, City will not disclose Services Output to third parties
without the advance written consent of Consultant. City may make disclosures to City's employees to the
extent reasonably required to allow City to use Services Output in a manner authorized under the applicable
software licenses.City must comply with Article 8 in making any permitted disclosures.Before disclosing
all or any portion of Services Output to employees or third parties as permitted in the preceding sentence,
City will inform its employees or third parties of the obligations in this Agreement and obtain their
agreement to be bound by them.
37. Export Control. City must comply with all applicable laws and regulations of the United
States including, without limitation, its export control laws. City expressly acknowledges and agrees not to
export,reexport,transfer, or release Services Output,in whole or in part,to(i)any US embargoed country
(including to a resident of any US embargoed country), (ii)any person or entity on the US Treasury
Department's List of Specially Designated Nationals; (iii)any person or entity on the US Commerce
Department's Lists of Parties of Concern; or (iv)any person or entity where such export, reexport, or
provision violates any US export control laws or regulations including,but not limited to, the terms of any
export license or licensing provision and any amendments and supplemental additions to US export laws.
38. Taxes. Services are quoted exclusive of all state, local, value-added, or other taxes;
customs; duties; or other charges(other than income taxes payable by Consultant).In the event such taxes
and/or charges become applicable to Consultant's Services or Services Output,City will pay the applicable
tax upon receipt of written notice that it is due.
39. UCC Inapplicability. Services provided under this Agreement will not be governed by the
Uniform Commercial Code(UCC)and will not be deemed"goods" within the definition of UCC.
(signature page follows)
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Professional Services Agreement-Technology
Rev.9/2017 Page 14 of 32
City Secretary Contract No.
Executed in multiples this the; day of b� 20X.
ACCEPTED AND AGREED:
CITY:
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 ensuring all performance and
By:
reporting requirements.
N e. Susan Alanis
Tit Assist t City Manager
Y 1`6 By: — 1
Date: ame: Steve Strel e
APPROVAL RECOMMENDED: Title: Assistant Director, IT Solutions
APPROVED AS TO FORM AND LEGALITY:
By. zzff
Name: �2
y. �.
Title: N e: John.B. Strong
Tie
Ci e: Assistant City orney
ATTEST:
LNTRACT AUTHORIZATION:
M&C: _N/A_
Date Approved: N/A
: Mary J.Kayser Form 1295 Certification No.: N/A
itle: City Secretary _
CONSULTANT:
ENVIRONMENTAL SYSTEMS RESEARCH ATTEST:
INSTITUTE,INC.(Esri)
By:
By: Name:
Name: m Title:
Title: manVoing Attorney
Date: _IX 1 0 2-a 18
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Professional Services Agreement-Technology
Rev.92017 OFFICIAL RECORD Page 15 of 32
CITY SECRETARY
FT.WORTHY TX
EXHIBIT A
Statement of Work
AN ESRI
PROPOSAL
June 10,2018
City of Fort Worth - ArcGIS
GeoEvent Server Consulting
Support
Prepared for.
Wail Flanagan
City of Fort Wbrth
200 Texas St.
Fart Worth,TX 76102
tsrl thine Number:PIS-22388
des
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Statement of Work
Introduction:
City of Fort Worth(Fort Worth)has requested Environmental Systems Research Institute,Inc.
(Esri)Professional Services to provide consulting services for an ArcGIS GeoEvent Server
Workshop. The quote below describes the scope of services,schedule,pricing,terns and
conditions,and purchasing instructions.
Scope of Services:
Esri will provide up to 60 hours of consulting services,including preparation and travel time,to
assist Fort Worth with providing a three-day workshop on GeoEvent Server. It is anticipated that
consulting services will include the following topics:
• Reviewing GeoEvent Server within the ArcGIS Platform
• Providing knowledge transfer on:
o Using GeoEvent Manager
o Creating and configuring GeoEvent service components
o Working with Filters,GeoFences and Processors
o Working with Field Calculator,Field Mapper,and Incident Detector
o Working with Stream Services
o Configuring one view in Operations Dashboard
Esri anticipates that one consultant will support this activity for up to four consecutive business
days on-site at Fort Worth's facilities in Fort Worth,TX_ The Esri consultant will work with
direction from Fort Worth's technical staff and management. Following the on-site visit,
remaining hours can be used for remote,ad-hoc services via telephone,e-mail,and/or webcast.
Esri Responsibilities
• Provide up to 60 hours of consulting services as described above.
Fart Worth Responsibilities
• Communicate project needs and priorities to the Esri staff.
• Provide appropriate technical staff to participate in meetings,conference calls or
webeasts.
• Provide access to Fort Worth's facilities,systems,servers,and databases,as required.
P18-22388—City of Fort Worth 1 June 19,2018
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EXHIBIT A
Statement of Work
• Provide the Esri staff with meeting rooms for use on-site.
• Fort Worth acquires the Motorola UNS server and ensure the Motorola token service and
Motorola feed WebSocket connection endpoint are reachable by GeoEvent Server.
• Acquire all necessary commercial off-the-shelf(COTS)software licenses,adequate
hardware,and obtain necessary IT security approval to support the Scope of Services
above.
• Complete a pre-visit questionnaire,which will be provided by Esri after contract award,
prior to the on-site engagement.
Assumptions
• Pricing assumes the on-site activities will be staffed from Esri's offices with travel to Fort
Worth's offices in Fort Worth,TX.
• On-site support days shall be limited to no more than eight working hours per day.
• Fort Worth will have version 10.6 of AreGIS for Server and Portal for ArcGIS installed
and operational priorto project initiation.
• Consulting support will be limited to GeoEvent Servers out-of-the-box functionality and
does not include the development of custom input connectors.
• City of Forth Worth and/or Motorola will provide on-premise data service and token
endpoint.
Schedule:
The schedule will be mutually agreed upon between Fort Worth and Esri within 10 days after
contract award.
Pricing:
The pricing provided below has been estimated based upon an anticipated award of a Time-and-
Materials(T&M)contract.The required labor hours,including preparation and travel time,and
other burdened direct cost items(ODCs)have been estimated based upon prior experience with
work of a similar nature.The total not-to-exceed(NTE)price for the quoted Scope of Services is
$26,670.
This quote is valid for a period of 90 days from the submittal date above.This price is exclusive
of any applicable federal,state and/or local taxes for which Fort Worth will remain responsible.
Esri anticipates using staff from the Senior GIS System/Softwarc Architect(S3)labor category.
Depending on the level of expertise required to perform certain activities during this
P18-22388-city of Fort Wath 2 June 19,2018
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EXHIBIT A
Statement of Work
engagement,Esri may be required to utilize other Esri staff members with a different skill-set
and labor category_
T&M consulting services will be conducted under the following conditions:
• In the event Esri completes the Scope of Services for less than the NTE budget,Fort
Worth will only be invoiced for the actual hours expended plus ODCs.
• In the event Esri reaches the NTE budget limit before the Scope of Services is completed,
Fort Worth will have the option to either(a)increase the contract funding in order to
allow the work to continue;or(b)instruct Esri to stop work If Fort Worth chooses to
stop work,Esri will do so without liability.
• Esri reserves the right to reallocate the project funding between Scope of Services
activities and/or ODCs,as necessary to facilitate the work effort,provided the overall
contract price is not exceeded.
All work will be accomplished in accordance with the Scope of Services with the deliverable
being consulting time. If additional work is requested by Fort Worth in writing beyond the scope
of this quote,Esri will provide an updated quote.Esri will perform and invoice Services on a
time and materials basis using the labor categories and rates specified for the performance
period.Labor,including travel time,will be invoiced on a monthly basis for actual hours
expended during the previous month.Meals will be invoiced on a'-per diem"basis in accordance
with the full daily limits stated in the most current Federal Travel Regulations.Other direct costs
(ODCs),including travel-related expenses and meal per diem,will include a fifteen percent
(15%)burden Invoices are to be paid within 30 days of receipt.
Terms and Conditions:
By purchasing these services,the customer agrees to the Implementation Services Time and
Materials Agreement G-363-B,which will take precedence over any other terms and/or
customer ordering documents.If not attached,the terms and conditions can be found at:
http:!!ww,v.esri.comnegal/seryice-agreL-.ments
Purchasing:
To order these services as quoted,please email the following items to Justin Anderson at
Justin_Anderson@esri.com or fax to(636)949-6735.
1. Purchase Order:
o In the amount of the Total NTE Price above
o Referencing this Quote No.P18-22388,dated June 19,2018
P1B-22388—City of Fat Walh 3 June 19.2018
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EXHIBIT A
Statement of Work
A signed copy of the attached hnplementation Services Time and Materials
Agreement G-363-B
2. A copy of this quote.
When we receive these completed documents.Esri will contact you to diSelLSS staff assignment
and schedule. We look forward to supporting you.
Contact:
Justin Anderson
Fsri Professional Ser-6ces
3000 little hills Expressway
St.Charles,1410 63301
636-949-6620
Justin Anderson,&iesrixom
www.esri.com
P18-22388—City N Fart Worth 4 June 19,2018
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EXHIBIT A
Statement of Work
TIME AND MATERIALS RATE.SCHE.DTILE
EffeMn,e January 1,2018
Hourly time and materials labor rates have been provided for each labor category for calendar year 2018,The hourly
labor rates for services that are performed after 2018 may be escalated in an amount not to exceed five percent(5%)
each year.Other direct costs,such as travel,reproduction,subcontractor,telecommunication/freight,or materials,
will be charged a material handling fee and invoiced.
GIS Technical Specialist/Engineer(Sl) Hourly Rate:$274
Staff members in this labor category work collaboratively with software designers to perform software coding and
the writing of software documentation according to design specifications developed by senior technical staff
described below.As a group,these staff mem bers are experienced in the coding of software and the creation of
digital databases,as well as in software development associated with Esri's commercial off-the-shelf(COTS)
software products;web,desktop,or server software development languages;geospatial data formats;and other
technologies.These individuals also develop effective database designs,implement data conversion processes and
procedures,and perforin software and database quality control.This category also includes staff involved in the
development and delivery of training and those with expertise in creating,editing,and teaching training content.
GIS System/Software Developer(S2) Hourly Rate:$358
Staff members in this labor category supportthe design of technical project specifications for the implementation of
application software projects and database development projects.They support the clay-to-day technical activities of
the project team and ensure that standard system methodologies are employed.They also perform detailed software
design and detailed database conversion design and are directly involved in the coding and implementation of
complex and strategic portions of application software and database conversion projects.As a group,these staff
members are proficient in Esri COTS software products;web,desktop,and server software development languages;
geospatial data formats;and other technologies.These staff members design and develop QA/QCprograms and
support design and code reviews,database reviews,and other QAQC activities throughout the project life cycle.
This category of staff includes senior staff who apply subject-matter expertise to design,develop,and deliver
training content and supporting technologies,leveraging adult learning methodologies.
Senior GLS System/Software Architect(S3) Hourly Rate:5415
Staff members in this labor category provide the overall technical vision and system architecture for large,complex
systems.They support the application of sound software engineering principles and life cycle methodologies to
programs/projects.These individuals are actively involved in systems architecture design,application software
design,database process design,and the directing of coding development including the supervision of design and
code reviews.These staff members may serve as principal investigators in focused studies or research and
development projects.Individuals in this labor category have broad technical knowledge of geographic information
system(GIS)applications and related information technologies and may also provide specific expertise in areas such
as web-based software applications,service-oriented architectures,data warehousing,spatial analysis,and modeling.
As a group,these staff members are proficient in Esri COTS software products;software and database design
methodologies;web,desktop,and server software development languages;geospatial data formats;and other
technologies_
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EXHIBIT A
Statement of Work
GIS ConsultarrUProject Manager(Ml) Hourly Rate:$320
Staff members in this labor category provide day-to-day consulting and management for contracted projects within
Esri.These individuals work under the guidance of senior Esri managers described herein and support the design
and implementation of project work plans.These staff members may provide consulting services to several aspects
of GIS nnplementation.They may also conduct detailed requirements interviews,document application
requirements,develop logical and physical database designs using standard engineering diagramming
methodologies,design software and database QA/QC programs,and provide management oversight of daily
technical activities.These staff members work with senior consulting and technical staff to design comprehensive
work plans that employ standard system methodologies that define project deliverables,milestones,and realistic
schedules.These individuals work with Esri administrative staff to ensure that progress and financial reporting is
provided according to contract requirements.This category of staff may also consult and manage training
development and delivery projects.
Senior GIS Consultant/Proiect Manager(M2) Hourly Rate:$407
Staff members in this labor category work as project managers or project advisers,providing strategic consulting
and project management activities for GIS and information technology(IT)projects.These staff members have
marketiapplication domain expertise using extensive experience in GIS and related geospatial technologies to
support the successful completion of a project.Consulting activities may include strategic planning,GIS workshops
and seminars development,requirements definition,application and database design,and system integration.
Management activities may include defining project requirements and objectives,establishing budgets and
schedules,allocating staff and other resources,and managing and overseeing subcontractor activities.These
individuals may also design comprehensive work plans that employ standard system methodologies that define
project deliverables and milestones and realistic schedules.
Principal GIS Consultant/Program Manager(M3) Hourly Rate:$524
Staff members in this labor category work as program directors or project advisers,providing project vision,
strategic consulting,and program management activities for GIS and IT projects.These staff members apply
market/application domain expertise using extensive experience in GIS and related geospatial technologies to
support the successful completion of the program.Consulting activities may include strategic planning,review and
oversight of requirements definitions,application and database design,and system integration.Management
activities may include defining program requirements and objectives,establishing budgets and schedules,allocating
staff and other resources,and managing and overseeing subcontractor activities.Staff members in this labor
category work with senior client staff in coordination with Esri senior management to resolve issues and support
successful project completion.
GIS Database Specialist/Analyst(Dl) Hourly Rate:5231
Staff members in this labor category provide database development support in creating cartographic and digital data
product-s.These stafhmembers have expertise that includes the performance of hard copy to digital data conversion
tasks,data migration,and translation activities utilizing advanced processing techniques in ArcGIS.These
individuals design,develop,and implement efficient production tools and workflows in accordance with approved
project plans and design parameters.
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EXHIBIT A
Statement of Work
Wesri- TIME TERIA SAGREEE�MENT
Esri,300 NewYork St,Redlands,CA 92a73-8100 USA-TEL 903793-2853•FAX 909-7935953
1.DEFINMONS Esri may reallocate authorized finding between contracted
activities,labor categories,and ODCs as necessary to facilitate the
"Commercial OB the-ShelrSdhvare"or"COTS Software" work requirement,provided the overall authorized funding is not
mans sit or army portion ofEsti's proprietary software technology acecdcd.In the event that Esri reaches the not-to-exceed funding
accessed or downloaded from an authorized Eai website or limit,Customer may increase the order funding to allow additional
delivered on ray media,in any format,including beelcups,updates, work to be performed,or direct Esri to stop wads without further
service parts,patches,hot fixes,or permitted merged copies, obligation or liability.If Services are required beyond the period of
available under license to the general public. performance stated in the original proposal or resultant order,Esri
reserves the right to escalate labor rates up to five percent(5aA)per
"Msp Data"means army digital datasd(s)including geographic, caleadwyear.
vector data,coordinates,raster,or associated tabular attributes
supplied by either party for use in the performance efthis 5.LIl4IITlED WARRANTY AND DISCr AiM1'R OF
Agreement WARRANTIES
"Services"means consulting support being perfoumcd byEni an a Esri warrants for a period of mncty(90)days from the date of
lime and materials basis in exchange for compensation from performance that Services will subemtially conform to the
Customer. professional and technical standards ofthc software indurstry.If
Services do not rubshdimily conform to these standards,Customer
"Swvica Output"means any work product produced by Esri as a may require Esri to reperform Services at no additional cost to
result of Services provided under this Agreement Services Output Customer.Services Output is provided as is without warranty of any
can include,but is not limited to,reports,training materials,end kind
custom software code.
Disclaimer d WaaantleL With the exception of the limited
L OWNKRSHWAND GRANT OF LICENSE warranty sal forth In this Artidq Esrl el scialm and dds
Agreement expressly excludes all athervvnrantlrs,express or
Except as specifically granted in this Agrecmmt,Esri owns and Implied,orad or written,Including,without limitation,any and
retains all rights,title,and interest in Services Output Subject to the all warranties dmerohatabitity ar Bmess for a particular
terms and conditions in this Agreernert,Esri grants to Customer a purpose.
nonexclusive,royaltyfiYe,worldwide license to use,modify,and/or
reproduceServi—OutprtinconnectionwithCustomer's Inaddition toand withoattlmitlmithe preceding paragraph,
authorized use ofEmi's COTS Software Eat does not warrant in alyway Map Data.Dap Data may not
betree of amcmtarmldes,defeAs,errors,or arnisslmr be
3.PATENTS AND INVENTIONS ■vamublew ithont hatesrmption;be corrected If errars are
Esri and Customs will retain tide m any invent esti innovations, dheavered;or meet Customer's needs or expectations.
and improvements(Mavenons)made a conceived solely by its has
should Mop nal reln a Map Data unless Cments o
principals,employers,consultants,or independent contractors has verified Map Data aagainst4 oractual data from documents d
('lmventors")during the tum of this Agreement Esri and Customer retard,IIdd measuramect,or observation.
will jointly own ray Inventions made or conceived jointly by 6.LIBMATION OF LIABILITY AND EXCLUSIVE
Inventors from bodi parties.Where Inventions are jointly owned, RENEDY
each joint owner will share cgsally the costs of acquiring protection
for the Invcati ons and furnish die other joint owner with assistance In no event will E sal be Mable to Customer for procurement or
reasonably required for acquiring protection.NeitherFsu nor substitute goods or services;lost prdhr lost sales;business
Customer may license,transfer,or sell its interest in jointly owned expenditures;Investments;business commitments;lass of
Inventions without the written cement of the olhcr party,which will
not be unreasonably widsheld. i�Ka ew my es arlsf'spout of eztmedbed t slats Agreeal,ment,t,
incidental damages sing out d or srlvtad to this Agremet,
4.COMPENSATION however cursed or under any lbeary dlablilty,eve N Earl has
been advised of che possibility of such damages.
Esri will perform and invoice Service m a time and materials basis
using the labor categories and rates specified for the performance Esri's total numuladve gabillly ander this Agremest,!rases all
period.labor,including travel time,will be invoiced on a monthly causes of action of any bind,wM In no event exceed the amamt
basis for actual hours expended during the previous month Odier actually paid by Customer far Services under this Agreement
direct costs(ODCs),such as travclrclated expenses,including mead frmwhich 111se gabltlty directly arose.
per dice expenses,will be in accordance with Federal Travel
Regulations limits and will be invoiced at actual cast plus gmcral 7.CONFIDENTIALITY
and ad®mstrffivc burden of f fteen perceut(15%)(a fixed ceiling
rate below the cement federal gwcrnmeat provisiond rate).Em`s Services Output is Esri confidential information,and Customer must
payment ices are act thirty(30)days.If Customcz's credit history preserve and proteetthe confidentiality of Services Output
has not been established,Esri reserves the right to require full or Customer agrees not to reverse engineer or dccompile custom
partial prepayment software delivered in object code,executable code,or similar
formats(collectively,"Secure Formosa").For custom software
0363B Peg.1 Oft 08!14/1014
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EXHIBIT A
Statement of Work
delivered in source code or otherhuman-readable formats,Customer 9.2 Taxa.Services are quoted exclusive of all state,local,value-
will have met its obligations under this provision ifits disclosure of added,or other taxes;customs,duties or other charges(other than
custom software is lvnited to custom software in Secure Formats, income Farces payable by Esri).In the event such taxes and/or
provided that the means for reverse engineering,decompiling,or charges become applicable to Esn's Services or Services Output
disassembling the custom software is withheld from such disclosure, Customer will pay the applicable tax upon receipt of written notice
and the person or entity in receipt of the custom software similarly that it is due.
agrees not to perferrn the prohibited act described above or allow
others to do so. 93 UCC luapplicability.Services provided under this Agreement
will not be governed by the Uniform Commercial Code(UCC)and
Except as provided in the preceding paragraph,Customer will not will not be deemed"goods"within the definition ofUCC.
disclose Services Output to third parties without the advance written
oonsent of Esri.Customer may make disclosures to Customer's 9.4 Order of Precedence.These terms and conditions will take
employees to the extent reasonably required to allow Customer to precedence over any Owtc mer terns and wnditions included in
use Services Output in a manner authorized under the applicable Customer ordering or authorizing documents,such as purchase
software licenses.Customer must comply with Article S in making orders.Any additional terms or conditions in Customer ordering or
any permitted disclosures.Before disclosing all or any portion of authorizing documents will be wid and may be incorporated into
Services Output to employees or third parties as permitted in the this Agreement only by written amendment signed by both parties.
preceding semence,Customer will inform its employees or third
parties ofthe obligations in this Agreement and obtain their 9.5 Equitable Relief.Customer agrees tlatany breach of this
agreement to be bound by then. Agreement by Customer may cause Erni irreparable damage.In the
event of a bread[,in addition to any and all remedies at law,Esti
S.EXPORT CONTROLS will have theright h seek era injun ction,specific performance,or
other equitable relief in any court of competentjnrisdiction to
Customer muvt romply with all applicable laws and regulations of prevent violation of these terms without the requirement of posting a
the United States including,without limitation,its export control bond or undertaking or proving injuvy as a condition ofrelief.
laws.Customer expressly acknowledges and agrees ret to export,
reexport,transfer,or release Services Output,in whole or in part;to 9.6 Governing Law.This Agreement will be governed by and
(i)any US embargoed country(including to a resident of any US oratstrued in accordance with thelaws ofthe State of California
embargoed country);(nil any person or entity on the Li S Treasury without reference to its conflict of laws
principles.
Department's list of Spcially Designated Nationals;(iii)any person
or entity on the US Commerce Department's List of Parties of 9.7 Electronic Signatures.The parties agree thattlds Agreement
Concern;or(iv)any person or entity where such export,reexport,or and any modifications may be executed by electronic means and
pravisim violates any US export control laws orregulations will be leggy binding upon the parties and admissible in court as
including,but not limited to,the terms of any exportlicense or the legal equivalent of a written manual signature.An executed
licensing provision and any amendment and supplemental additions Agreement will constitute a duplicate ifit is transmitted through
to US export laws. electronic means,such as,but not limited to,fax,e-mail.FTP
9.GENERAL PRO�nS10NS transfer,or multimedia message,and reflect the signing of the
document by any party.Duplicates will be valid and buuling even if
9.1 Nonsolicitation.Neither party will directly solicit for hire any an original paper document bearing the original signature is not
employee ofthe other party who is associated with Services called delivered.
for under this Agreement during,and for a period of one(1)year
after,project completion.In the event this provision is breached 9.8 Entire Agreement.This Agreement is the sole and entire
liquidated damages equal to twelve(12)months ofthe employee's agreement of the parties for Services and supersedes any previous
compensation,plus any legal expenses associated with the agreements,understandings,and arrangements between the parties
enforcement of this provision,will be paid by the breaching party to relating to the subject matter.The undersigned acknowledges and
the aggrieved party.The foregoing will m no way restrict the parties represents that hefsbe has read and understands this Agreement and
from publicly advertising positions for hire in newspapers, has the authority to bind his/her organization to these terms and
professional magazines,or Internet postings. conditions.
By:— Date
Print Name: Phone:
Organization("'m"Arer'):
Address
City: State: ZIP Code:
Incorporating by reference Ern Proposal Number Dated_,._.._._...,,,,
G363B Page 2 of 2 08/14/2014
ESR!
Professional Services Agreement-Technology
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EXHIBIT A
Statement of Work
Copyright 0 2018 Esri
All rights reserved.
Printed in the United States of America.
Notice of Proprietary Information:
The information in the attached document is proprietary to Esn and contains commercial or financial inhumation or trade secrets
that are confidential and exempt from disclosure to the public under die Freedom of Information Act.This information shall not be
disclosed outside of Customer's organization(except for consultants tinder a confidentiality obligation who are involved in the
proposal evaluation process)without Esri's prior permission,and shall not be duplicated,used,or disclosedin uvhole or in part for
any purpose other than to evaluate this proposal.It;however,a contract is awarded to Esri as a result of this information, the
Customer shall have the right to duplicate,use,or disclose the data to the extent provided in the contract.This restriction does not
limit the Customer's right to use information contained in this data if it is obtained from another source without restriction
Esri,the Esri globe logo,ArcGIS,esri.com,and other Esri marks used in this document are trademarks,service marks,or registered
marks of Esri in the United States,the European Community,or certain other jurisdictions.Other companies and products or
services mentioned herein may be trademarks,service marks,or registered marks of their respective mark owners.
ESRI
Professional Services Agreement-Technology
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EXHIBIT B
PAYMENT SCHEDULE
ESRI will submit monthly invoices and the City will pay invoices Net 30. Total Not-To-Exceed Amount
of this contract is 526,670.00 including all travel-related expenses.
ES R1
Professional Services Agreement-Technology
Rev.9/2017 Page 26 of 32
EXHIBIT C
MILESTONE ACCEPTANCE FORM
Services Delivered:
Milestone/Deliverable Ref.#:
Milestone/Deliverable Name:
Unit Testing Completion Date:
Milestone/Deliverable Target Completion Date:
Milestone/Deliverable Actual Completion Date:
Approval Date: _
Comments (if needed):
Approved by Consultant: Approved by City Department Director:
Signature: Signature:
Printed Name: Printed Name:
Title: Title:
Date: Date:
For Director Use Only
Contracted Payment Amount:
Adjustments,including
penalties:
Approved Payment Amount:
ESRI
Professional Services Agreement-Technology
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EXHIBIT D
NETWORK ACCESS AGREEMENT
1. The Network. The City owns and operates a computing environment and network
(collectively the"Network").Consultant wishes to access the City's network in order to provide consulting
services to prepare for a three-day workshop on GeoEvent Server. In order to provide the necessary support,
Consultant needs access to Internet and Intranet.
2. Grant of Limited Access. Consultant is hereby granted a limited right of access to the
City's Network for the sole purpose of providing consulting services to prepare a three-day workshop on
GeoEvent Server. Such access is granted subject to the terms and conditions forth in this Agreement and
applicable provisions of the City's Administrative Regulation D-7 (Electronic Communications Resource
Use Policy), of which such applicable provisions are hereby incorporated by reference and made a part of
this Agreement for all purposes herein and are available upon request.
3. Network Credentials. The City will provide Consultant with Network Credentials
consisting of user IDs and passwords unique to each individual requiring Network access on behalf of the
Contractor. Access rights will automatically expire one (1) year from the date of this Agreement. If this
access is being granted for purposes of completing services for the City pursuant to a separate contract,then
this Agreement will expire at the completion of the contracted services, or upon termination of the
contracted services,whichever occurs first. This Agreement will be associated with the Services designated
below.
3.1. Services are being provided in accordance with City Secretary Contract No.
Contract No.;
3.2. Services are being provided in accordance with City of Fort Worth Purchase Order
No.PO No.;
3.3. ® Services are being provided in accordance with the Agreement to which this
Access Agreement is attached.
3.4. No services are being provided pursuant to this Agreement.
4. Renewal. At the end of the first year and each year thereafter, this Agreement may be
renewed annually if the following conditions are met:
4.1. Contracted services have not been completed;
4.2. Contracted services have not been terminated; and
4.3. Within the thirty (30) days prior to the scheduled annual expiration of this
Agreement,the Consultant has provided the City with a current list of its officers, agents, servants,
employees or representatives requiring Network credentials.
Notwithstanding the scheduled contract expiration or the status of completion of services,Consultant shall
provide the City with a current list of officers, agents, servants, employees or representatives that require
Network credentials on an annual basis.Failure to adhere to this requirement may result in denial of access
to the Network and/or termination of this Agreement.
5. Network Restrictions. Contractor officers, agents, employees or representatives may not
share the City-assigned user IDs and passwords. Consultant acknowledges, agrees and hereby gives its
authorization to the City to monitor Contractor's use of the City's Network in order to ensure Contractor's
compliance with this Agreement. A breach by Contractor, its officers, agents, servants, employees or
ESRI
Professional Services Agreement-Technology
Rev.9/2017 Page 28 of 32
representatives,of this Agreement and any other written instructions or guidelines that the City provides to
Consultant pursuant to this Agreement shall be grounds for the City immediately to deny Consultant access
to the Network and Contractor's Data,terminate the Agreement,and pursue any other remedies that the City
may have under this Agreement or at law or in equity.
5.1. Notice to Consultant Personnel — For purposes of this section, Consultant
Personnel shall include all officers, agents, servants, employees, or representatives of Contractor.
Consultant shall be responsible for specifically notifying all Consultant Personnel who will provide
services to the City under this agreement of the following City requirements and restrictions
regarding access to the City's Network;
5.1.1. Contractor shall be responsible for any City-owned equipment assigned to
Consultant Personnel, and will immediately report the loss or theft of such equipment to
the City;
5.1.2. Contractor, and/or Consultant Personnel, shall be prohibited from
connecting personally-owned computer equipment to the City's Network;
5.1.3. Contractor Personnel shall protect City-issued passwords and shall not
allow any third party to utilize their password and/or user ID to gain access to the City's
Network;
5.1.4. Contractor Personnel shall not engage in prohibited or inappropriate use
of Electronic Communications Resources as described in the City's Administrative
Regulation D7;
5.1.5. Reserved. Please refer to Ownership(section 34)of the Agreement.,-
5.1.6.
greement.;5.1.6. Contractor Personnel shall not copy or duplicate electronic information for
use on any non-City computer except as necessary to provide services pursuant to this
Agreement;
5.1.7. All network activity may be monitored for any reason deemed necessary
by the City;and
5.1.8. A Network user ID may be deactivated when the responsibilities of the
Consultant Personnel no longer require Network access
6. Termination. In addition to the other rights of termination set forth herein, the City may
terminate this Agreement at any time and for any reason with or without notice,and without penalty to the
City. Upon termination of this Agreement, Consultant agrees to remove entirely any client or
communications software provided by the City from all computing equipment used and owned by the
Contractor,its officers,agents,servants,employees and/or representatives to access the City's Network.
7. Information Security. Consultant agrees to make every reasonable effort in accordance
with accepted security practices to protect the Network credentials and access methods provided by the
City from unauthorized disclosure and use.Consultant agrees to notify the City immediately upon discovery
of a breach or threat of breach which could compromise the integrity of the City's Network, including but
not limited to, theft of Contractor-owned equipment that contains City-provided access software,
termination or resignation of officers, agents, servants, employees or representatives with access to City-
provided Network credentials,and unauthorized use or sharing of Network credentials.
(signature page follows)
F.SRI
Professional Services Agreement-Technology
Rev.9/2017 Page 29 of 32
ACCEPTED AND AGREED:
CITY OF FORT WORTH:
ENVIRONMENTAL SYSTEMS RESEARCH
INSTITUTE,INC.(Esri)
v
By: By:
Su s Name:
Assis i Manager Title: w F�CM1 nG
Mgha�iK�
Date: d Date: 3
APPROVED AS TO FORM
AND LEGALITY:
By: _
rsi
Stronstant City Atto ey
ATTEST:
By:
J.Kayser
kCit'yecretary
ESRI
Professional Services Agreement-Technology
Rev.9/2017 Page 30 of 32
EXHIBIT E
VERIFICATION OF SIGNATURE AUTHORITY
Full Legal Name of Consultant Environmental Systems Research Institute,Inc.
Full Business Address 380 New York Street,Redlands,CA 92373-8100
Services to be Provided: Consulting services to prepare for a three-day workshop on GeoEvent Server
Execution of this Signature Verification Form ("Form") hereby certifies that the following individuals
and/or positions have the authority to legally bind the Consultant and to execute any agreement,amendment
or change order on behalf of Consultant. Such binding authority has been granted by proper order,
resolution, ordinance or other authorization of Company.The City is fully entitled to rely on the warranty
and representation set forth in this Form in entering into any agreement or amendment with Consultant.
Consultant will submit an updated Form within ten (10) business days if there are any changes to the
signatory authority. The City is entitled to rely on any current executed Form until it receives a revised
Form that has been properly executed by the Consultant.
I. Name:
Position:
Signature
2. Name:
Position:
Signature
3. Name:
Position:
Signature
Name:
[Please see Esri Signature Delegation of Authority which is attached on the following page.]
Signature of President/CEO
Other Title:
Date:
ESRC
Professional Services Agreement-Technology
Rev.9/2017 Page 31 or32
ENVIlE2(1NMEN I'Al.SYSTi-ACS RESEARCH INSTIFUTE:, [NC.
I7N:1 ELATION OF AUTHORITC.
t. Laura Dangennond. as Sectetarl of F.tivirunnicnlal S)tenis RLscarrch Institute. inc. Ittc
-( urpordtior").hercby appoint the following einrloyet(:s)ltt'act kyr and on behalftif the Corpor tt on.
eaelt uttin,..Yolcly` with full authority tts.cigrl agTectriews in accordatice with the Sipature Dulgpaiion
Poltev for the Conlracts Lind Legal Scir ices Departmcnt,oil N.-half of llte Corp uratiun.Thu atutiurrity
tieltgation isnot Iul:piwt tv f'urtllet dtfk�.Wiratt Ali thuitt 171y 1riitir wriiiie"c+tnscttt,
INS alllh[trity hm-by cl cgilicd to the nvncd pemons shall completely t_xpire its of midni&
in San Be-mirditttr County.Catlifiunia am D ember,3 t, 2(t1R
,ANTI-: 7.111E `iiONAIIJRf_
Af KJA\DRA MERINO klana%wr_lnirrtwik nal Contsa.is
1110"Al Il' Ft1'RR Y.JR l lin.-c-or i Ineraii(In:
CH R IS 1t)llN�r�N "�j8nu��7.Cu;nncirrul.l ts�ti+mnx�t t nntra-c=; � � °"'� f
KR1S'I.AhlORIA0 [�ircitcK,t'urt �it�curlIXe:;ii J" 'T' 4 r �
11A:(lMY HRAl.l•Al Nirtt,ip-r (((-„rani t v entmew.Co mets
%V11I IAM V1 Aitormj-k
T} f f r J
3.v urat�G�un l.�eminncl
Svarel;ir t`
(_1�eC[ItilJa[e: J�iriu0t`� 1. ?111�ti
C urponne scia or
Grvir,iwwnt.l S,«,Eem:,
Rrs�areh lc::,tautr.Ir.:.
CSRI
Professional Services Agreement-Technology
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