HomeMy WebLinkAboutContract 51555 CITY SECRETARY
,.rr;AcT NO. , 515 5
FORT WORTH
CITY OF FORT WORTH
COOPERATIVE PURCHASE AGREEMENT
This Cooperative Purchase Agreement("Agreement") is entered into by and between All`I'erra Central, Inc.
("Seller")and the City of Fort Worth,("Buyer"),a Texas home rule municipal corporation.
The Cooperative Purchase Agreement includes the following documents which shall be construed in the
order of precedence in which they are listed:
I. This Cooperative Purchase Agreement;
2. Exhibit A-Terms and Conditions;
3. Exhibit B-[Seller's Quote, Scope of Services or Purchase Order];
4. Exhibit C-Cooperative Contract DIR-TSO-3646; and
5. Exhibit D-Conflict of Interest Questionnaire.
Exhibits A, B, C and D which are attached hereto and incorporated herein, are made a part of this
Agreement for all purposes. In the event of a conflict between Exhibit A-Terms and Conditions and
Exhibit C-Cooperative Contract DIR-TSO-3646,then Exhibit A-Terms and Conditions shall control,
but only to the extent allowable under the Cooperative Contract DIR-TSO-3646.
The amount to be paid to the Seller for all services performed and goods purchased hereunder is$4,500
per year.
The undersigned represents and warrants that he or she has the power and authority to execute ibis
Agreement and bind the respective Seller. Seller and Buyer have caused this Agreement to be executed
by their duly authorized representatives to be effective as of the date signed below.
Seller: AllTeira Central,Inc.
Authorized Signature: --
Printed Name: Bobby Heirrpfli g
Title:President
I Date:
City of Fort Worth:
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Authorized Signature:
Printed Name:Jesus Chapa
Title: Assistant City Manager
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MY OF FORT WORTH:
APPROVED FOR 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 reporting requirements,
Jeff Ry = Tanager,Water Department
Date:
Claris Harder,i),cctor,Water Department
Date:
APPROG/L AS TO FORM AND LEGALITY:
IB trong,Assistant sty Attouney
Date:
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EXHIBIT A
ADDENDUM TO RTKNET SUBSCRIPTION AGREEMENT
TERMS AND CONDITIONS
BETWEEN
THE CITY OF FORT WORTH
AND
ALLTERRA CENTRAL, INCORPORATED
RTK NETWORK SUBSCRIPTION AGREEMENT
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ADDENDUM TO RTKNET SUBSCRIPTION AGREEMENT
BETWEEN
THE CITY OF FORT WORTH
AND
ALLTERRA CENTRAL
This Addendum to RTKNet Subscription Agreement("Addendum") is entered into by and
between the AIITerra Central ("Seller') and the City of Fort Worth ("City"), collectively the
"parties", for a purchase of licenses.
The Contract documents shall include the following:
1. The RTKNet Subscription Agreement;
2. The RTKNet"Terms of Service;
3. This Addendum.
Notwithstanding any language to the contrary in the attached R:Net Subscription
Agreement and the RTKNet Temis of Service (collectively 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
(the "Effective Tate") and shall expire one 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 unlimited renewals at City's option,
,each a"Renewal Term." City shall provide Seller with written notice of its intent to renew at least
thirty(30)days prior to the end of each term.
2. Termination.
a. Convenience.Either City or Seller may terminate the Agreement at any time
and for any reason by providing the other party with 30 days written notice of termination.
b. Breach.If either party commits a material breach of the Agreement,the non-
breaching Party must give written notice to the breaching party that describes the breach
in reasonable detail. The breaching patty must cure the breach ten (10) calendar days after
receipt of notice from the non-breaching party, or other time frame as agreed to by the
parties. If the breaching party fails to cure the breach within the stated period of time, the
non-breaching party may, in its sole discretion, and without prejudice to any other right
under the Agreement, law; or equity, immediately terminate this Agreement by giving
written notice to the breaching party.
C. Discal funding_Out. In the event no fiends or insufficient funds are
appropriated by City in any fiscal period for any payments due hereunder, City will notify
Seller of such occurrence and the Agreement shall tenninate on the last day of the fiscal
Addendum to Software License Agreement page 1 of 4
period for which appropriations were received without penalty or expense to the City of
any kind whatsoever, except as to the portions of the payments herein agreed upon for
which funds have been appropriated.
d. Duties and Obligations of the Parties. In the event that the Agreement is
terminated prior to the Expiration Date, City shall pay Seller for services actually rendered
up to the effective date of termination and Seller shall continue to provide City with
services requested by City and in accordance with the Agreement up to the effective date
of termination, upon termination of the Agreement for any reason, Seller shall provide
City with copies of all completed or partially completed documents prepared under the
Agreement. In the event Seller has received access to City information or data as a
requirement to perform services hereunder, Seller shall return all City provided data to City
in a machine readable format or other format deemed acceptable to City.
3. Attorneys' Fees, Penalties, and Liquidated Damages. To the extent the attached
Agreement requires City to pay attorneys' fees for any action contemplated or taken, or penalties
or liquidated damages in any amount, City objects to these terms and any such terms are hereby
deleted from the Agreement and shall have no force or effect.
a' Law and Venae.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 j urisdiction 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. 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.
6. Limitation of Liability and Ipderrnity. To the extent the Agreement, in any way,
limits the liability of Seller or requires City to indemnify or hold Seller or any third party harmless
from damages of any kind or character, City objects to these terms and any such terms are hereby
deleted from the Agreement and shall have no force or effect.
7. No Debt. In compliance with Article ll § 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.
8. 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
Addendum to Software License Agreement Page 2 of 4
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marked Confidential or Proprietary, City shall promptly notify Seller. It will be the responsibility
of Seller to submit reasons objecting to disclosure. A detennination 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.
9. Addendum Controlling. If any provisions of the attached Agreement,conflict with
the terns.herein, are prohibited by applicable law, conflict with any applicable rule, regulation or
ordinance of City,the terms in this Addendum shall control.
10. Immigration Nationatity Act. City actively supports the Immigration&Nationality
Act(INA)which includes provisions addressing employment eligibility,employment verification,
and nondiscrimination. Seller shall verify the identity and employment eligibility of all employees
who perform work under the Agreement. Seller shall complete the Employment Eligibility
Verification Forn(I-9),maintain photocopies of all supporting employment eligibility and identity
documentation for all employees, and upon request,provide City with copies of all 1-9 forms and
supporting eligibility documentation for each employee who performs work under the Agreement.
Seller shall establish appropriate procedures and controls so that no services will be performed by
any employee who is riot legally eligible to perform such services. Seller shall provide City with a
certification letter that it has complied with the verification requirements required by the
Agreement. Seller shall indemnity City from any penalties or liabilities due to violations of this
provision. City shall have the right to immediately terminate the Agreement for violations of this
provision by Seller.
11. No Boycott of Israel. Seller 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) docs 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 terns in Section
808.001 of the Texas Government Code. By signing this Addendum, Seller certifies that Seller's
Signature provides written verif cation to City that Seller: (1) does not boycott Israel; and(2) will
not boycott Israel during the term of the Agreement.
12. Right to Audit. Seller agrees that City shall, until the expiration of three (3) years
atter final payment under the Agreement; have access to and the right to examine any directly
pertinent books, documents, papers and records of Seller involving transactions relating to the
Agreement. Seller agrees that City shall have access during normal working hours to all necessary
Seller 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 Seller reasonable advance
notice of intended audits.
(signature page folloN s)
Addendum to Software License Agreement Page 3 of
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Executed this the �" day of �/, 2018.
- ,�
CITY:
City of Fort Worth Contract Compliance Manager:
By signing I acknowledge that I am the person
s responsible for the monitoring and administration
By: of this contract, including ensuring all
Name:Jesus Chapa performance and reporting requirements.
Title: Assistant City Manager `.
J I
Date: �!
By:
Approval Recommended: Name e Ryan,IT Manager
Title-
By: -
L Date: �►
Name: Chris Larder _
Title: Director, Water Department Approved as to Form and Legality:
Date:
t,chv/
®�� � Wit; f Name: M B. Strong
f itle: Assistant City Attorney
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'- Date:
�. y• Name: a ys
C Title- cretaly Contract Authorization; i
` Datc: M-&C:
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SELLER
A11T� erra Central
By: £
Name:�Nmpfflfiing
Title: President I
Date:
C1°
Addendum to Software License Agreement g TH .��
" ALLTERRA"
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RTK NETWORK SUBSCRIPTION AGREEMENT
This RTK Network Subscription Agreement(the"Subscription Agreement")is entered into as of the Effective Date specified
below (the "Effective Date") between AllTerra Central, Inc. ("Provider") and the Subscriber listed below that signs this
Subscription Agreement("Subscriber").
Subscriber: Fort Worth Water Departement Contact:Jeff Ryan, IT Manager
Address: 200 Texas Street j Phone: (817) 392-8539
Fort Worth, Texas 76102 1 E-Mail:jeffery.ryan@fortworthtexas.gov '
Effective Date: December 1 , 2018
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Network: As used in this Subscription Agreement, the term "Network" means the virtual reference
station ("VRS") network established within the States of Texas and Oklahoma for the purpose of
providing Subscribers with GNSS networked VRS connections, formerly known as the RTK Cooperative .
Network and now known as the RTK Network.
Subscription: Subject to all the terms of this Subscription Agreement, including Subscriber's timely
payment of Fees, Provider will make the Network available to Subscriber in accordance with this
Subscription Agreement, including the Terms or Service.
'Term:
This Subscription Agreement is for the Initial Term specified below and shall be automatically renewed for additional
Renewal Terns specified below (collectively, the "Term"), unless either party gives written notice of non-renewal to the
other parry at least thirty(30)days prior to the end of the then-current term.
Initial Term:Twelve (12) months commencing on the Effective Date and ending on the first
anniversary thereof
Renewal Term:Twelve (12) months commencing on January 1"of following year
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Fees:
Membership: $ 0.00. This is a one-time fee that will be invoiced upon execution of this Subscription
Agreement.
Annual Fee for following two years: $ 0.00. The Annual Fee shall commence after the Initial Term and
will be invoiced annually in advance. Fees will be billed annually for all subscribers and mid-year
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memberships will be pro-rated to account for date of signing.
For each additional renewal Term,the Annual Fee shall be adjusted to the then-current Annual Fee.
Customers beyond their third year will continue with the "Additional Renewal term" fee to be
determined annually.
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AllTerra Central,Inc.
116 E.Huntland I Austin,Texas 79752 1 USA I S12.282.4099 Picone 1 512.419.0084 Fax I www.aliterracenh-al.com
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Limitations:
Rovers: Trimble-branded VRS Rover(s) ("Rover(s)").
Rovers must be Trimble-Branded Receivers.Please list the model number and serial number of your Rover(s)operating in
the Network.List both the GLASS and Handheld Data Collector information below.
Receiver Madel Receiver Serial No. ; Handheld Model _ Handheld Serial No
GNSS Reference Station:
Provider has requested the assistance of Subscribers in providing GNSS Reference Station sites in a
location mutually agreed upon by both parties. The implementation of the GNSS Reference Station
sites will extend the operational area of the Network thereby providing increased Network access to
this region.
If Subscriber assists with the installation of a GNSS Reference Station,the Subscriber will receive
Network access for one Trimble rover for 3 years at no cost. Subsequent years will renew at the then
current renewal rate per year.
If Subscriber assists with the installation of a GNSS Reference Station,the following shall apply
regarding the GNSS Reference Station installation:
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AATerra Central,Inc.
116 E.Hunttand I Austin,Texas 78752 1 USA I S12.282-4099 Phone 1 512A19.0084 Fax 1 www.allterracentraLcom
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Rover Information for Page Two
RTK Network Subseription Agreement
Rovers must be Trimble-Branded Receivers. Please list the model number and serial number of
your Rover(s) operating in the Network.List both the GNSS and Handheld Data Collector
information below.
Receiver Serial Number
R2 5601502620
R2 5601SO2552
R2 5601SO2607
R2 5601SO2579
R2 5601502606 - Stolen unit
R2 5601SO2814
R2 5601SO2820
R2 5601SO2826
R2 5601SO2588
R2 5601SO2742
R8 4343404640 number is damaged; could be incorrect)
R8 5017425279
Handheld Units Serial Number
TS C2 SS84C38649
TSC2 SS84C38611
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C (1) The equipment for the GNSS Reference Station and the antenna mounting equipment will be `
provided by Provider, all at no cost to the Subscriber.
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(2) Provider will install, at no cost to the Subscriber,in a manner which in no way interferes with
the Subscriber's operations at the site,to be approved in advance by the Subscriber, and in a
manner meeting Provider standards,a complete qualified Reference Station, The Reference
Station will consist of a small antenna mounted above the roofline and a small diameter
cable to connect to the GNSS receiver to be housed on the interior of the building.
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(3) Subscriber will provide electrical power and high-speed internet access with a static IP
address to allow connectivity of the reference station to the Network server.
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(4) Subscriber will provide Provider access to the site for installation and periodic maintenance.
Subscriber shall have no responsibility nor liability for the equipment or its operation. If the
operations of Subscriber require the temporary removal or permanent relocation of the
equipment, Provider agrees to accomplish such removal or relocation without unreasonable
delay and at no cost to Subscriber,
I If Subscriber assists with the installation of a GNSS Reference Station, the parties agree, to the fullest
extent permitted by law, to indemnify and hold each other harmless from and against all liability for any
and all claims, suits,demands, and/or actions arising from or based upon intentional or negligent acts or
omissions on the part of the parties which may arise out of or result from the use of any of the Subscriber's
property and/or activities conducted in connection with or incidental to the installation and operation of
the GNSS Reference Station.
Assignment,Assumption and Release:
Subscriber hereby assigns to Provider all right,title and interest that Subscriber may have (if any)in and
to the Network and Provider hereby accepts such assignment. In consideration of the foregoing
assignment: (i) Provider hereby assumes and agrees to pay all liabilities arising out of, or related to,the
operation, management, administration and maintenance of the Network prior to the Effective Date,
including, without limitation, all liabilities relating the Network for accrued and unpaid income,
property and other taxes (and any applicable fines or penalties resulting from non-payment thereof);
and (ii)Subscriber hereby releases Provider and its affiliates, and the Network, from any past, present
or future claims that S ubscriber has or may have,that arise or relate to(x)the operation,management,
administration and maintenance of the Network prior to the Effective Date or (y) any ownership
interest the Subscriber has or may have in the Network.
Credit:
AllTerra Central,Inc,
116 E.Huntland I Austin,Te%as 78752 1 USA 1 512.7.82.4099 Phone I 512.419.0084 Fax 1 WWw211ner,acent1a6eom
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Once we have completed a census of Network users that elect to continue or cease use of the Network,
we will perform an accounting of the pro-rata net value of the fees previously paid by all users and
issue Subscriber a "credit"to be applied against future fees due and payable under this Agreement for
current subscribers,
Additional Terms (if any):
IN WITNESS WHEROF, Provider and Subscriber have caused their authorized representatives to sign this
Subscription Agreement to be effective as of the Effective Date,
AllTerra Central, Inc. Subscriber:
By: By: _.. �._.
Name:Jesus Chapa
Title: f res:de- " Title: Assistant City Manager
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ARTereaCentral,Inc, OFMAL RCO ,,'
116 E.Huntland i Austin,Texas 78751 i USA) 5]2.)824099 Phone l 522.419.0080.Fax l www.antrrrarrntFArum CITY SEM 0A Y
FT. WORTH,Ti
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CI'T'Y OF FORT WORTH:
APPROVED FOR CITY OF FORT WORTH:
Contract Compliance Manager:
By signing f acknowledge that i am the person responsible
for the monitoring and administration of this contract,including
ensuring all performance and reporting requirements.
ouJeffRyaner,WaterDepartrnenL
Dale:
Chris Harder,Director,WaterIDepartment
Date: (( I I q/ l )
APPROVED AS TO FORM AND LEGALITY:
IB trong, �,,isn�' Attorney
Date:
ATT
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Date:
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OFFICIAL *EM
CITY SECRETA
FT. WORTH,_'
^ALLTERRA"
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RTK NETWORK-TERMS OF SERVICE
These RTK Network-Terms of Service("Terms of Service")are attached to,and incorporated by reference
into, a Subscription Agreement("Subscription Agreement") between AIITerra Central, Inc. ("Provider")
and the Subscriber named in the Subscription Agreement ("Subscriber"). All references to the
Subscription Agreement include the Subscription Agreement signed by the parties,these Term of Service
and any other document incorporated by reference into either the Subscription Agreement or these Term
of Service. Capitalized terms used but not otherwise defined in these Term of Service are defined in the
Subscription Agreement.
THESE TERMS OF SERVICE GOVERN SUBSCRIBER'S USE OF THE NETWORK IDENTIFIED IN A SIGNED
SUBSCRIPTION AGREEMENT (the "Network"), SUBSCRIBER SHOULD READ THESE TERMS OF SERVICE
CAREFULLY.
1. NETWORK
1.1 Network. Provider will make the Network available to Subscriber in accordance with this
Subscription Agreemerd;Provider may,in its sole discretion, modify,enhance and/or expand the Network
at no additional cost to Subscriber.Provider may also modify,enhance or expand the Network by providing
additional features or functionality, which may, but are not required to be, added by Subscriber to this
Subscription Agreement at additional cost,Such additional cost features and functionality may be added by
mutual written agreement of the parties.
1.2 Availability. Provider will use commercially reasonable efforts to make the Network available 24
hours a day,7 days a week,except for: (a)planned downtime (of which Provider will provide reasonable
notice), and (b) any unavailability caused by circumstances beyoud Provider's reasonable control,
including, but net limited to, an act of God, act of government, flood,fire, earthquake, civil unrest, act of
terror, strike or other labor problem (other than one involving Provider's employees), Internet service
provider failure or delay, failure or delay of service from any third party provider, or denial of service
attack.
2. RESTRICTIONS AND RESPONSIBILITIES
2.1 Use of the Network is subject to limits that are specified in the applicable Subscription Agreement.
Unless otherwise specified in the applicable Subscription Agreement, the Network may not be accessed by
more than the number of Rovers specified in the applicable Subscription Agreement. If Subscriber exceeds
a contractual usage Iimit,Provider may work with Subscriber to seek to reduce Subscriber's usage so that
it conforms to that limit. If,notwithstanding these efforts, Subscriber is unable or unwilling to abide by a
contractual usage limit, Subscriber will execute a Subscription Agreement for additional quantities of
Rovers promptly upon request,and/or pay any invoice for excess usage in accordance with this Subscription
Agreement, Additional Rovers may be purchased during the Term by signing an additional Subscription
Agreement and paying the additional fees for such additional Rovers.
2.2 Subscriber will: (a)be responsible for its users'compliance with this Subscription Agreement;(b)use
commercially reasonable efforts to prevent unauthorized access to or use of the Network, and notify
Provider promptly of any such unauthorized access or use;(e)use the Network only in accordance with this
Subscription Agreement,Provider's published policies in effect from time-to-time and applicable laws and
government rules and regulations;and(d)provide Provider with assistance,information and materials that
are reasonably requested as necessary to effectively provide the Network.
Afferra Cental,Inc.
116 E.Hun'Vud I Austin,Texas 79752 I USA'511.282,4099 Phone 1 512.419.0084 Fax'mmalbrmreabOxam
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2.3 Subscriber will not direct] or indirect] do an of the following: a make the Network available
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to, or use the Network for the benefit of, anyone other than Subscriber or its authorized Rovers;(b) sell, l
resell, license, sublicense, distribute, rent or lease the Network without Provider's written approval; (c)
interfere with or disrupt the integrity or performance of any the Network;(d)attempt to gain unauthorized
access to the Network; or (e) permit direct or indirect access to or use of the Network in a way that
circumvents a contractual usage limit.
2.4 Subscriber will not,directly or indirectly:(a)reverse engineer,decompile,disassemble or otherwise
attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms
relevant to the Network or any software, documentation or data related to the Network("Software"); (b)
modify, translate, or create derivative works based on the Network or any Software(except to the extent
expressly permitted by Provider or authorized within the Network);or(c)use the Network or any Software
for timesharing or service bureau purposes or otherwise for the benefit of a third party.
2.5 Although Provider has no obligation to monitor Subscriber's use of the Network,Provider may do
so and may prohibit any use of the Network it believes may be(or alleged to be)in violation of this Section
2 or any other provision in this Subscription Agreement.
2.6 Subscriber shall be responsible for obtaining and maintaining any equipment and ancillary services
needed to connect to, access or otherwise use the Network(collectively, "Ll quipment"). Subscriber shall
also be responsible for maintaining the security of the Equipment,Subscriber account,passwords(including
but not limited to administrative and user passwords)and files,and for all uses of Subscriber account or the
Equipment with or without Subscriber's knowledge or consent.
3. CONFIODENTIALTTY;PROPRIETARY RIGHTS
3.1 Fach party(the"Receiving Party") understands that the other party(the"Disclosing Party")has
disclosed or may disclose business, technical or financial information relating to the Disclosing Party's
business (hereinafter referred to as "Proprietary Information" of the Disclosing Party). Proprietary
Information of Provider includes non-public information regarding features,functionality and performance
of the Network.The,Receiving Party agrees: (i)to take reasonable precautions to protect the Proprietary
Information of the Disclosing Party; and (ii)not to use (except in performance of the Network or as
otherwise permitted herein) or divulge to any third person the Proprietary Information of the Disclosing
Party. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after
five(5) years following the disclosure thereof or any information that the Receiving Party can document:
(a) is or becomes generally available to the public;(b)was in its possession or known by it prior to receipt
from the Disclosing Party; (c)was rightfully disclosed to it without restriction by a third party; (d)was
independently developed without use of any Proprietary Information of the Disclosing Party; or (e)is
required to be disclosed by law.
3.2 Provider shall own and retain all right,title and interest in and to(a)the Network and Software,all
improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other
technology developed in connection with the Network or support, and (c) all intellectual property rights
related to any of the foregoing.
3.3 Subscriber hereby grants Provider a royalty-free, worldwide, transferable, sublicenseallo,
irrevocable, perpetual license to use or incorporate into the Network and/or Software any suggestions,
enhancement requests,recommendations, correction or other fcedbaek provided by Subscriber, including
Users,relating to the functionality and/or operation of the Network and/or Software.
3.4 Notwithstanding anything to the contrary,Provider shall have the right to collect and analyze data
and other information relating to the provision,use and performance of various aspects of the Network and
related systems and technologies,and Provider shall also have the right(during and after the Term hereof)
N1Terra Central,Inc.
116 E.Huntland I Austin„Texas 79752 116A 1512.282.40-99 Phone 1512.N9.0094 Fax I www,aUtermcentral.com
1
ALLTERRA'
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to (a) use such information and data to improve and enhance the Network and for other development,
diagnostic and corrective purposes in connection with the Network and other Provider offerings, and (b)
disclose such data,so long as it doesn't otherwise disclose the Proprietary Information of Subscriber.
3.5 No rights or licenses are granted except as expressly set forth herein.
4. FEES AND PAYMENT
4.1 Subscriber will pay Provider the applicable fees described in the Subscription Agreement (the
"Fees").
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4.2 Provider will invoice Subscriber for Fees due under this Subscription Agreement.All invoices are
due and payable within thirty(30)days following Subscriber's receipt of the invoice.
4.3 If Subscriber's use of the Network exceeds any of the limitations set forth on the Subscription
Agreement or otherwise requires the payment of additional Fees, Subscriber shall be billed for such usage
and Subscriber agrees to pay the additional Fees in the planner provided herein.
4.4 If any amount owing by Subscriber is thirty (30) or more days overdue, Provider may, without
limiting its other rights and remedies, suspend the Network to Subscriber until such amounts are paid in
full.
S. TERM AND TERMINA'T'ION
5.1 The Term shall he as set forth in the Subscription Agreement,
5.2 In addition to any other remedies it may have, either party may also terminate this Subscription
Agreement upon.thirty(36)days'written notice(or five(5)days'written notice in the case of nonpayment),
if the other party materially breaches any of the terms or conditions of this Subscription Agreement,
5.3 All sections of this Subscription Agreement which by their nature should survive termination will
survive termination, including, without limitation, accrued rights to payment, confidentiality obligations,
warranty disclaimers,and limitations of liability.
6. PROVIDER WARRANTIES; DISCLAIMER
6.1 Provider shall use reasonable efforts consistent with prevailing industry standards to maintain the
Network in a manner which minimizes errors and interruptions in the Network. The Network may be
temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance,or because
of other causes beyond Provider's reasonable control,but Provider shall use reasonable efforts to provide
advance notice in writing or by e-mail of any scheduled service disruption, HOWEVER, PROVIDER
DOES NOT WARRANT THAT THE NETWORK WILL BE UNINTERRUPTED OR ERROR FREE;
NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM
USE OF THE NETWORlC SUBSCRIBER. IS RESPONSIBLE FOR APPLYING GOOD SURVEYING
PRACTICES AND REDUNDANCIES TO THEIR WORK TO MINIMIZE ERRORS. THE
SUBSCRIBF,R TAKES SOLE RESPONSIBILITY FOR ACCURACY IN ANY WORK IT PERFORMS.
6.2 EXCF,PT FOR TITE EXPRESS WARRANTIES SET FORTH IN THIS SUBSCRIPTION
AGREEMENT, THE NETWORK AND SUPPORT SERVICES ARE PROVIDED "AS IS" AND
PROVIDER DISCLAIMS ALL OTHER WARRANTIES,EXPRESS OR IMPLIED, INCLUDING,BUT
NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE AND NON-INFRINGEMENT.
7. INDEMNI'£Y
Each party("Indemnifying Party")shall indemnify and defend the other party and its officers, directors,
shareholders, members, managers, employees, agents and affiliates (each, an "Indemnified Party")
against any claim,including costs and reasonable attorney's fees,in which the Indemnified Party is named
Al terra Central,Inc.
116 E.Hunttand i Austin,Texas 78752 1 USA 1512.282.4099 Phone j 512.419,0084 FaX I WWWAtertacrntrW.Cota
I
i I
ALLTERRA" I
r rnwtyntatimnsoum.nrm fYnS
as a result of the grossly negligent or intentional acts or omissions of the Indemnifying Party,its employees
or agents,while performing its obligations pursuant to this Subscription Agreement,which result in death, I
personal injury or property damage;provided that(a)the Indemnified Party gives the Indemnifying Party j
prompt notification in writing of any such claim and reasonable assistance, at the Indemnifying Party's
expense,in the defense of such claim;and(b)the Indemnifying Party has the sole authorityto defend or
settle such claim as long as such settlement shall not impose a financial obligation on, or include an
admission of liability by,the Indemnified Party.
�. LIMITATION OF LIABILTI'Y
&.I PROVIDER AND ITS LICENSORS AND SUPPLIERS ARE NOT RF,SPONSIBLE OR LIABLE
WIT14 RESPECT TO ANY MATTER ARISING OUT OF OR RELATED TO THIS SUBSCRIPTION
AGREEMENT UNDER ANY THEORY OF LIABILITY, INCLUDING, WITHOUT LIMITA'T'ION,
CONTRACT,NEGLIGENCE,STRICT LIABILITY OR OTHER THEORY,FOR ANY:(A) INDIRECT,
CONSEQUENTIAL, EXEMPLARY, INCIDENTAL OR SPECIAL DAMAGES; (I3)LOSS OF
BUSINESS BY SUBSCRIBER,ERROR OR INTERRUPTION OF USE OF THE NETWORK,LOSS OR
INACCURACY OR CORRUPTION OF DATA, OR COST OF PROCUREMENT OF SUBSTITUTE
GOODS, SERVICES OR TECHNOLOGY; OR (C) ANY MATTER BEYOND PROVIDER'S
REASONABLE CONTROL; IN EACH CASE, WHETHER OR NOT PROVIDER HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. j
8.2 PROVIDER AND ITS LICENSORS AND SUPPLIERS ARE NOT BE RESPONSIBLE OR
LIABLE FOR ANY DAMAGES OR OTHER LIABILITIES ARISING OUT OF OR RELATING TO
THIS SUBSCRIPTION AGREEMENT THAT EXCEED, IN THE AGGREGATE (WIZEN TAKEN
TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS) THE FEES PAID BY
SUBSCRIBER TO PROVIDER FOR THE NETWORK UNDER THE SUBSCRIP'T'ION AGREEMENT
IN TI IE 12 MONTHS PRIOR TO THE EVENT OR ACT THAT GAVE RISETOTHE LIABILITY.
8.3 The limitations on liability in this Section 8 do not apply:(a)to claims based on personal injury or
death;or(b)if prohibited by applicable lave.
9. MISCELLANEOUS
9.1 To the extent a Subscriber purchase order or similar document contains terms and conditions that
are different fi,om or inconsistent with this Subscription Agreement,such terns are hereby rejected and this
Subscription Agreement shall control over any such different or inconsistent terms.
9.2 If any provision of this Subscription Agreement is found to be unenforceable or invalid, that
provision will be limited or eliminated to the minimum extent necessary so that this Subscription Agreement
will otherwise remain in full force and effect and enforceable.
9.3 This Subscription Agreement is not assignable,transferable or sublicensable by Subscriber except
with Provider's prior written consent. Provider may transfer and assign any of its rights and obligations
under this Subscription Agreement without consent.
9A This Subscription Agreement is the complete and exclusive statement of the mutual understanding
of the parties and supersedes and cancels all previous written and oral agreements, communications and i
other understandings relating to the subject matter of this Subscription Agreement,and that all waivers and
modifications must be in a writing signed by both parties, except as otherwise provided herein.
9.5 All notices under this Subscription Agreement will be in writing and will be deemed to have been
drily given when received, if personally delivered;when receipt is electronically confirmed, if transmitted
NlTerra Central,Inc.
116 E.Hunt land l AmUn,rem 28752 1 USA(512.292.40_9 Phone 1512,419,0084 FaX i WWWA1terMveatW.mM
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I
`" ALLTERRA-
nnxry Matin fnstrumentd(Y0:
by facsimile or e-mail;the day after it is sent,if sent for next day delivery by recognized overnight delivery
service:and upon receipt,if sent by certified or registered mail,return receipt requested. +
9.6 This Subscription Agreement shall be governed by the laws of the State of Texas without regard to f
its conflict of law's provisions,
9.7 No agency, partnership,joint venture, or employment is created as a result of this Subscription
Agreement and Subscriber does not have any authority of any kind to bind Provider in any respect
whatsoever.
AlrTem Central,inc.
116 E.Huntlund 1 Austin,Texas 78752 1 USA 1512.282.4099 Phone 1512.419.0084 Fax I%VWWAJterraceutral.Cam
t
EXHIBIT B
ALLTERRA CENTRAL, INCORPORATED QUOTE
SALES QUOTE
fl Martin ins#rumen# 1
S)r:�r+.G cc+isim;ct:c+t s<rmb:s
Sales Quote Number: SQ-29507
ore now Sales Quote Date: 10/16/18
TM Page: 1
Quote Expiration Date: 12/31/18
A L LT 1; R R
\Nlwl
DIR-TSO-3646
Sell Ship
To: CITY OF FORT WORTH To: CITY OF FORT WORTH
WATER DEPT. WATER DEPT. ROLLING HILLS WTP
200 TEXAS STREET 2600 S.E.LOOP 820
FORT WORTH,TX 76102 FORT WORTH,TX 76140
Customer ID 145026
Ship Via
Terms Net 30 Days SalesPerson Gary Smith
Item No. Description Unit Quantity Unit Price Total Price
VRS-RENEW Annual Subscription Renewal: Each 4 250.00 1,000.00
Activated 02/11/2014
cofw0l,cofw02,cofw03,cofw04
VRS-RENEW Annual Subscription Renewal Each 2 500.00 1,000.00
Activated 10/05/2016
cofw05,cofw06
VRS-RENEW Annual Subscription Renewal: Each 5 500.00 2,500.00
Activated 11/18/2016
cofw07,cofw08,
cofw09,cofwl O,cofwl1
Earning Your Business is our Top Priority Subtotal: 4,500,00
7 Local Offices to Serve Your Needs Invoice Discount: 0.00
Dedicated Support Line Included Total Sales Tax. 0.00
Serving the Goospatiai Community for Over 30 Years
Total: 4,500.00
AilTerra Central-Dallas-Ft.Worth, 546 Commerce Street,Southlake,TX 76092
EXHIBIT C
LINKS TO DIR AGREEMENT: DIR-TSO-3646
USED BY ALLTE RRA CENTRAL, INCORPORATED
DIR Agreement: DIR-TSO-3646
Used By A1ITerra Central
DIR Contract PDF i
https:/Ipubext.dir.texas.goy/portal/internal/contracts-and-services/Contracts/DIR-TSO-
3646%20Contract.pdf
Standard Terms&Conditions
https://Pubext,dir,texas.gov/portal/internal jcontracts-and-services/Contracts/DIR-TSO-
3646%2OAppendix%20A%2OStan d and%2OTerm s%20a n d%20Conditi on s%20(pe r%2OAm en dm e
nt%201).pdf
Historically Underutilized Business(HUB)Subcontracting Pian
https://Pubext.dir.texas.gov/portal/internal/contracts-and-services/Contracts/DIR-TSO-
3646%2OAppendix%20B%20H UB%2OSubcontracting%20PIa n%20(Approved%2006%2013%20
2016 . df
Pricing Index
https://pubext.dIr.texas.gov/porta Ili ntgrnal/contracts-and-servicesjContracts/DIR-TSO-
3646%20Appendix%20C%20Pricing%201ndex%20(per%20Amend m ent%201).pdf
Service Agreement
https://pu bext.di r.texas.gov/portal/internal/contracts-a nd-services/Contracts/Di R-TSO-
3646%ZOAppendix%200%20Seryice%2QAgreementpdf
RFO DIR-TSO-TMP-245 ZIP
https://dir.texas.gov/View-Search/Contracts-Detai1.aspx?contractnumber=DIR-TSO-3646
Amendment 1
https:/Ipubext.dir.texas. ov/portal/internalLcontracts-and-services/Contracts/DIR-TSO-
3646%2OAmendrnent%201.pdf
i
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EXHIBIT D
i
CONFLICT OF INTEREST QUESTIONNAIRE
i
CONFLICT OF INTEREST QUESTIONNAIRE FORM CIQ
For vendor doing business with local governmental entity
This questionnaire reflects changes made to the law by H.B.23, 84th Leg-, Reguiar Session. OFFICE USE ONLY
This questionnaire is being filed in accordance with Chapter 176,Local Government Cade,by a vendor who pate Received
has a business relationship as defined by Section 176.001(1-a)with a local governmental entity and the
vendor meets requirements under Section 176.006(a).
By law this questionnaire must be filed with the records administrator of the local governmental entity not later
than the 71h business day after the date the vendor becomes aware of facts that require the statement to be
filed. See Section 176.006(a-1),Local Government Code.
A vendor commits an urfonse if the vendor knowingly violates Sertion 176.006,Local Government Cede.An
offense under this section is a misdemeanor.
IJ Name of vendor who has a business relationship with local governmental entity.
z
Check this box if you are filing an update to a previously filed questionnaire.(The law requires that you file an updated
completed questionnaire with the appropriate filing authority not later than the 7th business day after the date on which
you became aware that the originally filed questionnaire was incomplete or inaccurate.)
3 Name of local government officer about whom the information is being disclosed.
Name of Officer
4j Describe each employment or other business relationship with the local government officer,or a family member of the
officer,as described by Section 176.003(a)(2)(A). Also describe any family relationship with the local government officer.
Complete subparts A and B for each employment or business relationship described. Attach additional pages to this Form
CIQ as necessary.
/V/" f'
A. Is the local government officer or a family member of the officer receiving or likely to receive taxable income,
other than investment income, from the vendor?
Yes El No
K is the vendor receiving or likely to receive taxable income,other than investment income,from or at the direction
of the local government officer or a family member of the officer AND the taxable income Is not received from the
local governmental entity?
Yes E-1 No
s Describe each employment or business relationship that the vendor named in Section 1 maintains with a corporation or
other business entity with respect to which the local government officer serves as an officer or director,or holds an
ownership interest of
one percent or more.
6
ElCheck this box If the vendor has given the local government officer or a family member of the officer one or more gifts
as described in Section 176.003(a)(2)(B), excluding gifts described in Section 176.003(a-1).
7
Signature of'ven or oing busi s with the governmental entlly Date
Form provided by Texas Ethics Commission www.ethics.state.tx.us Revised 11/30/2415
1
i
CONFLICT OF INTEREST QUESTIONNAIRE
For vendor doing business with local governmental entity
A complete copy of Chapter 176 of the Local Government Code maybe found at hftp://wvvw.statutes.legis.state.tx.us/
Docs/LG/htm/LG.176.htm.For easy reference,below are some of the sections cited on this form.
Local Government Code 13176.001(1-a):"Business relationship"means a connection between two or more parties
based on commercial activity of one of the parties. The term does not include a connection based on:
(A) a transaction that is subject to rate or fee regulation by a federal,state,or local governmental entity or an
agency of a federal,state,or local governmental entity;
(B) a transaction conducted at a price and subject to terms available to the public;or
(C) a purchase or lease of goods or services from a person that is chartered by a state or federal agency and
that is subject to regular examination by,and reporting to,that agency. i
Local Government Code$176.003(a)(2)(A)and(B)
(a) A-local government officer shall file a conflicts disclosure statement with respect to a vendor if:
(2) the vendor:
(A) has an employment or other business relationship with the local government officer or a
family member of the officer that results in the officer or family member receiving taxable
income, other than investment income,that exceeds $2,500 during the 12-month period
preceding the date that the officer becomes aware that
(i) a contract between the local governmental entity and vendor has been executed;
or
(ii) the local governmental entity is considering entering into a contract with the
vendor;
(B) has given to the local government officer or a family member of the officer one or more gifts
that have an aggregate value of more than$100 in the 12-month period preceding the date the
officer becomes aware that:
(1) a contract between the local governmental entity and vendor has been executed;or
(ii) the local governmental entity is considering entering into a contract with the vendor.
Local Government Code§176.006(a)and.(a-1)
(a) A vendor shall file a completed conflict of interest questionnaire if the vendor has a business relationship
with a local governmental entity and:
(1) has an employment or other business relationship with a local government officer of that local
governmental entity,or a family member of the officer,described by Section f 76.003(a)(2)(A);
(2) has given a local government officer of that local governmental entity,or a family member of the
officer,one or more gifts with the aggregate value specified by Section 176.003(a)(2)(B),excluding any
gift described by Section 176.003(a-1);or
(3) has a family relationship with a local government officer of that local governmental entity.
(a-1) The completed conflict of interest questionnaire must he filed with the appropriate records administrator
not later than the seventh business day after the later of:
(1) the date that the vendor:
(A) begins discussions or negotiations to enter into a contract with the local governmental
entity; or
(Ci) submits to the local governmental entity an application,response to a request for proposals
or bids, correspondence, or another writing related to a potential contract with the local
governmental entity;or
(2) the date the vendor becomes aware:
(A) of an employment or other business relationship with a local government officer, or a
family member of the officer,described by Subsection(a);
(B) that the vendor has given one or more gifts described by Subsection(a);or
(C) of a family relationship with a local government officer.
i
Form provided by Texas Fthics Commission www.ethics.state.tx.us Revised 1113012015