HomeMy WebLinkAboutContract 55200-AD1 CSC No.55200-AD1
ADDENDUM TO MASTER AGREEMENT
BETWEEN
THE CITY OF FORT WORTH
AND
ENVIRONMENTAL SYSTEMS RESEARCH INSTITUTE, INC.
This Addendum to the Master Agreement No. 00277310.0 ("Addendum") is entered into
by and between Environmental Systems Research Institute, Inc. ("Vendor") and the City of Fort
Worth ("City"), collectively the "parties", for a purchase of licenses.
The Contract documents shall include the following:
1. The Master Agreement No.00277310.0, as attached hereto;
2. and
3. This Addendum.
Notwithstanding any language to the contrary in the attached Master Agreement No.
00277310.0 (the "Agreement"), the Parties hereby stipulate by evidence of execution of this
Addendum below by a representative of each party duly authorized to bind the parties hereto, that
the parties hereby agree that the provisions in this Addendum below shall be applicable to the
Agreement as follows:
1. Term. The Agreement shall become effective upon the signing of the Agreement
by an Assistant City Manager of the City (the "Effective Date") and shall expire 1 year after the
Effective Date (the Expiration Date"), unless terminated earlier in accordance with the provisions
of the Agreement or otherwise extended by the parties. The Agreement may be renewed for an
unlimited number of renewals upon mutual written agreement between the parties, each a
"Renewal Term."City shall provide Vendor with written notice of its intent to renew at least thirty
(30) days prior to the end of each term.
2. Termination.
a. Termination of the Agreement is set forth in Article 13.2 of the Agreement.
b. 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 as it relates to such termination, except as to the portions of the payments herein
agreed upon for which funds have been appropriated.
C. Duties and Obligations of the Parties. In the event that the Agreement is
terminated, City shall pay Vendor for services actually rendered up to the effective date of
termination and Vendor shall continue to provide City with services requested by City and
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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, as specified in this
Agreement and applicable task order. In the event Vendor has received access to City
information or data as a requirement to perform services hereunder, Vendor shall make
available data to City in the manner specified in the Agreement and applicable task order.
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 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. If the Agreement contains a website link to terms
and conditions, the linked terms and conditions located at that website link will not materially
conflict with any provision in Attachment B of the Agreement, and, should such linked terms
materially conflict with Attachment B of the Agreement, Attachment B of the Agreement shall
control.
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. Limitation of Liability. Neither City,Vendor, nor any Vendor distributor or third party
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 license fees,or current subscription fees,or Services fees paid or owed to Vendor for
the Esri Offerings or Services giving rise to the cause of action.
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The limitations and exclusions of liability in the preceding paragraph do not apply to City's
infringement, misuse, or misappropriation of Vendor's or Vendor'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.
Vendor or its authorized 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. Vendor does not seek to limit City's
warranty or remedies to any extent not permitted by law. For clarity, Vendor agrees that City
may not indemnify Vendor under this Agreement.
9. Insurance. City agrees that insurance coverage provided to City by Vendor is
sufficient for purposes of the Agreement only.
10. 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.
11. Confidential Information. City is a government entity under the laws of the State
of Texas and all documents held or maintained by City are subject to disclosure under the Texas
Public Information Act. To the extent the Agreement requires that City maintain records in
violation of the Act, City hereby objects to such provisions and such provisions are hereby deleted
from the Agreement and shall have no force or effect. In the event there is a request for information
marked Confidential or Proprietary, City shall promptly notify Vendor prior to disclosure. 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.
12. 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.
13. Network Access.
a. City Network Access. If Vendor, and/or any of its employees, officers,
agents, consultants or subcontractors (for purposes of this section "Vendor Personnel"),
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requires access to the City's computer network in order to provide the services herein,
appropriate terms and conditions required for such access will be set forth in an applicable
task order..
14. Immigration Nationality Act. Vendor shall verify the identity and employment
eligibility of its employees who perform work under this Agreement, including completing the
Employment Eligibility Verification Form (I-9). Upon request by City, Vendor shall attest to the
existence of I-9 forms for each employee who performs work under this Agreement. Vendor shall
adhere to all Federal and State laws as well as establish appropriate procedures and controls so that
no services will be performed by any Vendor employee who is not legally eligible to perform such
services. VENDOR SHALL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM
ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS
PARAGRAPH BY VENDOR OR VENDOR PERSONNEL. City, upon written notice to
Vendor, shall have the right to immediately terminate this Agreement for violations of this
provision by Vendor.
15. No Boycott of Israel. If Vendor has fewer than 10 employees or the Agreement is
for less than $100,000, this section does not apply. Vendor acknowledges that in accordance with
Chapter 2270 of the Texas Government Code, City is prohibited from entering into a contract with
a company for goods or services unless the contract contains a written verification from the
company that it: (1) does not boycott Israel; and(2) will not boycott Israel during the term of the
contract. The terms "boycott Israel" and "company" shall have the meanings ascribed to those
terms in Section 808.001 of the Texas Government Code. By signing this Addendum, Vendor
certifies that Vendor's signature provides written verification to City that Vendor: (1) does not
boycott Israel; and(2) will not boycott Israel during the term of the Agreement.
16. Right to Audit. Vendor agrees that City shall,until the expiration of three(3)years
after the date of final payment under the Agreement, have access to and the right to examine any
directly pertinent Ordering Documents (as defined in the Agreement) involving transactions
directly relating to the Agreement. Vendor agrees that City shall have access during normal
working hours to all necessary Vendor facilities and shall be provided adequate and appropriate
workspace in order to conduct audits in compliance with the provisions of this section. City shall
give Vendor reasonable advance notice of intended audits.
(signature page follows)
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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
By. Valerie Washington(Jan 25,2 111:57 CST) performance and reporting requirements.
Name: Valerie Washington
Title: Assistant City Manager
Date: Jan 25,2021 By: Steven Vandever(Jan 21,202114:56 CST)
Name: Steven Vandever
Approval Recommended: Title: Sr. IT Solutions Manager
Approved as to Form and Legality:
By:
Name: Kevin Gunn_ tsld
Title: Director,IT Solutions By: ?tro�ng(Ja 25,202110: ST)
oaa44oR aa Name: John B. Strong
Attest: of°F°° rty Title: Assistant City Attorney
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Name: Mary J. Kayser aaa>1 nEa 45bpp�
Title: City Secretary
VENDOR:
Environmental Systems Research Institute, Inc.
By: Timothy Braz al(Jan 21,2021 12:02 PST)
Name: Timothy Brazeal
Title: Manager, Commercial and Government
Contracts Team
Date: Jan 21,2021
OFFICIAL RECORD
CITY SECRETARY
FT.WORTH,TX
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