HomeMy WebLinkAboutContract 51218 City Secretary Contract No. I f
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(Information Technology)
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"), a 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.
DF,FINITIONS
"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
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
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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 for assistance with configuring applications to support special
events. 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 of the Agreement("Effective
Date") and shall expire no later than 90 days later ("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 $23,647.00 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
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
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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 Party 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(HIPAA.
The obligations in this Agreement do not apply to the following information:
a. Information that is or becomes available to the public through no breach of this Agreement;
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
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C. 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
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,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
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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 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.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.
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
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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 Senrices 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 Offerings 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 Infringement 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. Assignment 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
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.
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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 Agreemcnt, 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:
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;
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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 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
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
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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.
IL. 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(a,esri.com
at same address
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,
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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
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
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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 noncon form ities, 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(KAD)
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")of National Fingerprint File ("NFF"), or Texas Law Enforcement Telecommunications
Systems ("TLETS"), that is governed by and/or defined in Title 28, Code of Federal Regulations
Part 20 ("CFR Part 20"), for the purpose of providing services for the administration of criminal
justice as defined therein on behalf of the City or the Fort Worth Police Department, under this
Agreement, 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.
28. Immigration Nationality. 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 Iiabilities due to violations of this provision. City shall have the right to
Environmental Systems Research Institute,Inc.(Esti)
Professional Services Agreement-Technology
Rev.9/2017 Page 11 of 28
City Secretary Contract No.
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 to resolve any claim,dispute,breach or other matter
in question that may arise out of,or in connection with this Agreement. If the parties fail to resolve the dispute
within sixty(60)days of the date of receipt of the notice of the dispute,then the parties may submit the matter
to non-binding mediation in Tarrant County,Texas,upon written consent of authorized representatives of both
parties in accordance with the Industry Arbitration Rules of the American Arbitration Association or other
applicable rules governing mediation then in effect.The mediator shall be agreed to by the parties.Each party
shall be liable for its own expenses, including attorney's fees; however, the parties shall share equally in
the costs of the mediation. If the parties cannot resolve the dispute through mediation,then either party shall
have the right to exercise any and all remedies available under law regarding the dispute. Notwithstanding the
fact that the parties may be attempting to resolve a dispute in accordance with this informal dispute
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.
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.
Environmental Systems Research lnstihite,Inc.(Esri)
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City Secretary Contract No.
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 ("Invcntors") 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.
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 Formats, 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.
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
Environmental Systems Research Institute,Inc.(F,sri)
Professional Services Agreement-Technology
Rev.9/2017 Page 13 of 29
City Secretary Contract No.
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 defmition of UCC.
(signature page follows)
Environmental Systems Research Institute,Inc.(Esri)
Professional Services Agreement-Technology
Rev.9/2017 Page 14 of 28
City Secretary Contract No.
Executed in multiples this the id�_day of -,k ` ,20 .
ACCEP'T'ED AND AGREED:
CITY:
CITY OF FORT WORTH CONTRACT COMPLIANCE MANAGER:
By signing 1 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: _ usan Alanis
Titl . !,;I )%
City ManagerBy:Date: 'Same: Stev Wei
APPROVAL RECOMMENDED:
Title: Assistant Director,IT Solutions
— —
APPROVED AS TO FORM AND LEGALITY:
By. J
Name: _
Title: � BY• -
-- a• ame: _Jo n B. St ng_
:� Title: Assistant Iffy Attorney
ATTEST: Ip ; 0
-;V CONTRA--AUTHORIZATION:
M&C: ��
B ` Date Approved:—�! r, —
By:
N e: Mary J.Kayser Form 1295 Certification No.: /0/4
Title: City Secretary
CONSULTANT:
ENVIRONMENTAL SYSTEMS RESEARCH ATTEST:
INSTITUTE,INC. (Esri)
By
By: /!. Name:
Name: Title:
Title:
Date: AUG j 0 2016
OFFICIAL RECOIL®
Enviiunmental Systems Research Institute,Inc.(Esri) CIT SECRETARY
Professional Services Agreement-Technology
Rev.9!2017 FTa WOMtTH,TX Paj a 15 of 28
City secretary Contract No.
EXHIBIT A
STATEMENT OF WORK
Special Events GIS Consulting Support
Prepared for:
Doug Zedler, IT Programmer/Analyst
Information Technology Solutions Department
City of Fort Worth
1000 Throckmorton St
Fort Worth, TX 76102-6312
Esri Quote Number: P18-22329
Introduction:
The City of Fort Worth(City)has requested Environmental Systems Research Institute,Inc. (here-
inafter "Esri" or "Consultant") to provide consulting services to assist with configuring applica-
tions to support special events.The quote below describes the scope of services,schedule,pricing,
terms and conditions, and purchasing instructions.
Scope of Services:
Esri will provide up to 60 hours of consulting services to assist the City with deploying a series of
applications to support special events. It is anticipated that consulting services will include the fol-
lowing topics:
• Data preparation and publishing
• The Special Event Map
• Operations Dashboard for ArcGIS
o Creating and sharing an operation view
o Monitoring and responding to activities and events
• Field Data collection
Environmental Systems Research Institute,Inc.(Esti)
Professional Services Agreement-Technology
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City Secretary Contract No.
Esri anticipates that 1 consultant will support this activity for up to 5 consecutive business days
on-site at the City's facilities in Fort Worth, TX. The Esri consultant(s) will work with direction
from the City's technical staff and management. Following the on-site visit, remaining hours can
be used for remote, ad-hoc services via telephone, e-snail, and/or webeast.
Esri Responsibilities
• Provide up to 60 hours of consulting services as described above.
City Responsibilities
• Communicate consulting needs and priorities to the Esri consultant.
• Provide the appropriate City staff members to work with the Esri consultant.
• Provide the Esri consultant with access to the system environment and the City's ArcGIS
Online account, as needed.
• Provide meeting facilities with participant workstations and mobile devices, meeting the
Esri product system requirements.
Assumptions
• Pricing assumes I trip for 5 consecutive days for 1 Esri consultant from Esri's offices in
Redlands, CA to the City's offices in Fort Worth, TX.
Schedule:
The schedule will be mutually agreed upon between the City and Esri within 10 days after con-
tract 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, preparation time, and travel expenses 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 $23,647.
This price is exclusive of any applicable federal, state and/or local taxes for which Esri may collect
and the City shall remain responsible.
Environmental Systems Research Institute,Inc.(Esri)
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City Secretary-Contract No,
Esri anticipates using staff from the GIS System/Software Developer (S2) labor category; how-
ever,depending on the level of expertise required to perform certain activities during this engage-
ment, Esri may be required to utilize other Esri staff members with a different skill-set and labor
category from the Pricing Buildup Table below.
Pricing Buildup Table
*CY 2018
Labor Categories Hourly Rate Hours Price USD
GIS Technical S ecialist'En ineer S1) $274 0 $0
GIS System Software Develo er S2 $358 60 $21,480
Senior GIS System/Software Architect S3 $415 0 $0
GIS Consultant/Project Manager(M1) $320 0 $o
Sr,GIS Consultant,Pro'ect Manager M2 $407 0 $0
Princi a]/G1S Consultan0ro .Manager 3 $524 0 $0
GIS Database Specialist/Analyst DB) $231 0 $0
Estimated Travel Expenses $2,167
Total Not-to-Exceed Price $23,647
*Services performed after CY201 S will be invoiced at the applicable CY2019 labor rates.
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, the City
will only be invoiced for the actual hours expended plus other direct costs (ODCs).
• In the event Esri reaches the NTE budget limit before the Scope of Services is completed,
Esri will inform the City in writing that it has reached the budget limit and the City 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 the City does not respond to Esri, it shall be
deemed to instructed Esri to stop work. If the City instructs Esri to stop work, Esri will do
so without liability.
• Esri reserves the right to reallocate the project funding between Scope of Ser,Tices 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 the City 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 preparation time, will be invoiced on a monthly basis for actual hours expended during
the previous month. Travel-related expenses (e.g. transportation, lodging, etc.)will be invoiced at
Esri's cost. Meals will be invoiced on a"per diem" basis in accordance with the full daily limits
stated in the most current Federal Travel Regulations. Invoices are to be paid within 30 days of
receipt.
Environmental Systems Research Institute,Inc.(Esri)
Professional Services Agreement-Technology
Rev.9/2017 Page 18 of 28
City Secretary Contract No.
The following images are provided to depict examples of ArcGIS applications to support special
events. These images and descriptions are not intended nor construed to be a part of the Statement
of Work under this Agreement.
Mission and Challenges
Public Safety organizations are charged with the mission to maintain order and ensure citizen safety at
special events.The question of'wheW is in every special event management declslon yet there are
many problems limiting the effectiveness of event management.Agencies are aware of the nature of
the problem yet tackling it organizationally is the challenge.Organizations face efficiency problems from
duplication or under-utilization when they lack real-tine situational awareness for resource
management.Bottlenecks getting information to and from officers in the field hamper collaboration and
coordination to citizens and partner agencies.outdated hardcopy plans result in confusion,duplication
and errors.Esd's Special Events offering is intended to help customers deploy Web G Is to Improve their
ability to manage any event where citizens are gathered together.
Planning and Managing Special Events and Critical Incidents
Configurations of the ArcGIS Platform help perform event management tasks smarter and more
efficiently. The Special Events Solutions include:
Event Plan Editor:enables event planners to build
and maintain an operational plan for the event.The
editing features within the app help planner build <
the original plan as well as modify it in real-time as
conditions change during the event This ensures that
everyone has an up-to-date view of the operational
plan and can be accessed by officers in the field
k"
helping to improve situational awareness and
improve officer safety.
Event Briefing:a configuration of Map Journal template for use by supervisors to brief personnel
assigned to work the event in lieu of
* hardcopy reports or Power Point
briefing.The app can also be used by
field personnel to review the
tly operational plan on mobile devices to
I`Vit; review information disseminated during
roll-nll briefing.
Environmental Systems Research Institute,Inc.(Esri)
Professional Services Agreement-Technology
Rev.9/2017 Page 19 of 28
City Secretary Contract No.
Event Management Dashboard:a configuration of Operations Dashboard that enables staff in an
operations center or command post to maintain situational awareness during the event by visualizing
the dynamic event plan together with
real-time traffic and weather feeds, `� v
and widgets that dynamically report "
staffing key metrics associated with
the operational plan.Dashboard
capability can be enhanced by the
agency overtime by incorporating live ,
camera feeds,social media activity,
GPS/AVL tracking of officers,and by
ingesting intelligence captured from
officers in the field using their mobile
device.
situational Awareness Ann:a configuration of Web AppBuilder and the situational awareness widget
for use by Command Post staff to interrogate map data about incidents,available assets and resources,
and other questions relative to real-
time operational response.
n
a ..
r
o �
Mobile Event Mao:A web map for use in Collector and/orExplorer for 1
r
ArcG1S for use by field personnel to visualize the real-time operational
plan,collect information(suspicious activity,intelligence,moved posts)
and share it back to the Command Post in real-time. '
es
.m.
1M npl{•
Environmental Systems Research institute,Inc.(Esri)
Professional Services Agreement-Technology
Rev.9/2017 Page 20 of 28
City Secretary Contract No.
Publk Information Evert App:a configuration of Map Journal enabling agencies to deliver information
about the event that is relevant to the public interest,whether it's basic information about road
closures,or to communicate the current situation in a critical incident.
rz.t#a.c s a nd sc t; us a i
R IrVc
IGS51. JI1Y�+4 L. ..n'ij{a' `•x`m " '..n �..
W06T[Mary en VMlti _,,{� •.
s�r,a.ry
Esri's Special Events offering is intended to deliver operational plan maps in a role-appropriate form
utilizingthe data you already have across all devices—Desktop,Web,and Mobile.The Configurable App
approach enables youto re-configure apps as your needs evolve and requirements change.
Environmental Systems Research Institute,Inc.(Esri)
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Rev.9/20I7 Page 21 of 28
City Secretary Contract No.
EXHIBIT B
PAYMENT SCHEDULE
See Pricing Section of Statement of Work.
Consultant will perform and invoice Services on a time and materials basis using the labor cate-
gories and rates specified for the performance period. Labor, including preparation time, will be
invoiced on a monthly basis for actual hours expended during the previous month. Travel-related
expenses (e.g. transportation, lodging, etc.) will be invoiced at Consultant's cost. Meals will be
invoiced on a"per diem" basis in accordance with the full daily limits stated in the most current
Federal Travel Regulations. Invoices are to be paid within 30 days of receipt.
Environmental Systems Research institute,Inc.(Esri)
Professional Services Agreement-Technology
Rev.9;2017 Page 22 of 28
City Secretary Contract No.
EXHIBIT C
MILESTONE ACCEPTANCE FORM(Not Applicable)this was added by ESRI(KAD)
Services Delivered:
Milestone/Deliverable Ref.#:
Milestone/Deliverable Name:
Unit Testing Completion Date: _
Milestone/Deliverable Target Completion Date:
Milestone/Deliverable Actual Completion Date: �^
Approval Date:
Continents(if needed):
Approved by Consultant: Approved by City Department Director:
Signature: Signature:
Printed Name: Printed Name:
Title: Title:
Date: Date:
For Director Use Only
I
Contracted Payment Amount:
Adjustments, including
penalties:
Approved Payment Amount:
Environmental Systems Research Institute,Inc.(Esri)
Professional Services Agreement-Technology
Rev.9/2017 Pagc 23 of 28
City Secretary Contract No.
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 assist with configuring applications to support special events. In order to provide the necessary
support,Consultant needs access to the Esri system environment and the City's ArcGIS Online account.
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 description of services. 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
representatives,of this Agreement and any other written instructions or guidelines that the City provides to
Environmental System,Research Institute,Inc.(Esri)
Professional Services Agreement-Technology
Rev.912017 Page 24 of 28
City Secretary Contract No.
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 1D 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. 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 1D 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)
ACCEPTED AND AGREED:
Environmental Systems Research Institute,Inc.(Esri)
Professional Services Agreement-Technology
Rev.9/2017 Page 25 of 28
City Secretary Contract No.
CITY OF FORT WORTH: ENVIRONMENTAL SYSTEMS RESEARCH
INSTITUTE,INC.(Esri)
By: _'s By: Narne:'
Assis t Cit Manager Title:
kox"Is
Date: Date:
APPROVED AS TO FORM
AND LEGALITY:
By:
Jo B. Strong
Assistant City Att
fi&.ney Of FO
ATTEST: 6�
Ak A- .........
B y: A Q
42y a 1�)4V5
City Secretary
OFFICIAL RECORD
CITY SECRETARY
WORTH,TX
Environmental Systems Research Institute,Inc.(Esfi)
Professional Services Agreement-Technology
Rev.9/2017 Page 26 of 28
City Secretary Contract No.
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 assist with configuring applications to support special
events.
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.
1. 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:
Environmental Systems Research Institute,Inc.(Esri)
Professional Services Agreement-Technology
Rev.9/2017 Page 27 of 28
City Secretary Contract No.
ENVIRONMENTAL SYSTEMS RESEARCH INSTITUTE.UTE.INC.
DELEGATION OF AUTII[ORITV
I. Laura Vangennond. as Secretary of rtwir(xtrmcntuf Svacros Rcscarch Institute.. ine. ithc
`Y'urpcinatim").11mby appoint the blkwing enlpinweeisl It)art for one,nn bchalfefthcCorporation.
eadt.meting salcl;,with U1 authmily to siyt:rgeements in acaoldartce with the Sipaturt-Uclejplion
P*hey for thr Contracts and Ugml Scmccs Departrncnt,on hclaalf of(11e CorWatiion.Tltu authttrily
cxlcgrtitin is nut aubjwi Ia further drlualitxa without nt)Pri{rr u-rilw e(rnscrlt.
This aulhurity hcTCby dclegalcd to the named persons shall eompletrly exrxtr am nfmidnighi
in San Bernarditto('Guilty.raliffirnis nn Ch-ccrnher It; -2019.
NAVE E: E rut `i1tiN.l
.11 F1:1N1)EtA MERINO Iwian:rge-r.Ince..-mtkorw]Cone- --ti
IN)NAI,n l PI?RRY.A Dismw (Aperatrnnx
C')1RIS J014 SON Maw-WAY.Comrnsnrai�Cit+rertxr eat('nnrructy 1f� �" 1r�t�'=T��_
MUS`J.►MORLM E)irroor,Utmitrwi%arul.lAy-HI }�
J M-1101 JlY liRAZIAl. Manager,C"utnmtmml& 6v1-rrnmv%:.-
AAI IJAM FI.I MJ1 Wi Managing tllornev ; -. ,
t V Il
I I L-* . 1, a I I auriko rngennond
Secietary
1"I"coti►e Date: Jariuur} 1. 201 R
{.mr:#rive Scaj 45r
fn0rornncr sI 5) terns
RlKweh 1rW Luh:,Inc.
Environmental Systems Research Institute,Inc.(Esri)
Professional Services Agreement-Technology
Rev.9/2017 Page 28 of 28