HomeMy WebLinkAboutContract 55989 CSC No.55989
FORT WORTH
CITY OF FORT WORTH
COOPERATIVE PURCHASE AGREEMENT
This Cooperative Purchase Agreement ("Agreement") is entered into by and between G4 Spatial
Technologies, LLC ("Vendor") and the City of Fort Worth, ("City"),a Texas home rule municipality.
The Cooperative Purchase Agreement includes the following documents which shall be construed in the
order of precedence in which they are listed:
1. This Cooperative Purchase Agreement;
2. Exhibit A— Seller's Quote, Scope of Services or Purchase Order;
3. Exhibit B — Cooperative Agency Contract(e.g.,NJPA, DIR, BuyBoard); and
4. Exhibit C — Conflict of Interest Questionnaire.
Exhibits A, B, and C which are attached hereto and incorporated herein, are made a part of this
Agreement for all purposes. Vendor agrees to provide City with the services and goods included in
Exhibit A pursuant to the terms and conditions of this Cooperative Purchase Agreement, including all
exhibits thereto.
City shall pay Vendor in accordance with the fee schedule in Exhibit A and in accordance with
the provisions of this Agreement. Total payment made under this Agreement for the first year by City
shall be in the amount of One Hundred Thousand Dollars ($100,000.00). Vendor shall not provide any
additional items or services or bill for expenses incurred for City not specified by this Agreement unless
City requests and approves in writing the additional costs for such services. City shall not be liable for
any additional expenses of Vendor not specified by this Agreement unless City first approves such
expenses in writing.
The term of this Agreement shall be for one year beginning on May 27,2021 and ending on
May 27, 2023. City shall be able to renew this agreement for three (3) one-year renewal options by
written agreement of the parties.
Vendor agrees that City shall,until the expiration of three(3)years after final payment under this
Agreement, or the final conclusion of any audit commenced during the said three years, have access to
and the right to examine at reasonable times any directly pertinent books,documents,papers and records,
including, but not limited to, all electronic records, of Vendor involving transactions relating to this
Agreement at no additional cost to City. Vendor agrees that City shall have access during normal
working hours to all necessary Vendor facilities and shall be provided adequate and appropriate work
space in order to conduct audits in compliance with the provisions of this section. City shall give Vendor
reasonable advance notice of intended audits.
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:
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
To CITY: To VENDOR:
City of Fort Worth G4 Spatial Technologies, LLC
Attn: Valerie Washington, Assistant City Rodney Walsh, President]
Manager 2914 Story Road West
200 Texas Street Irving,TX 75038
Fort Worth, TX 76102-6314 Facsimile: [413-228-0557]
Facsimile: (817) 392-8654
With copy to Fort Worth City Attorney's Office
at same address
IP Indemnification. Vendor agrees to indemnify, defend, settle, or pay, at its own cost and
expense, including the payment of attorney's fees, any claim or action against the City for
infringement of any patent,copyright,trade mark,service mark,trade secret,or other intellectual
property right arising from City's use of the Deliverable(s), or any part thereof, in accordance
with the Agreement, it being understood that the agreement to indemnify, defend, settle or pay
shall not apply if City modifies or misuses the Deliverable(s). So long as Vendor bears the cost and
expense of payment for claims or actions against the City pursuant to this section 8,Vendor shall
have the right to conduct the defense of any such claim or action and all negotiations for its
settlement or compromise and to settle or compromise any such claim; however, City shall have
the right to fully participate in any and all such settlement,negotiations, or lawsuit as necessary to
protect the City's interest,and City agrees to cooperate with Vendor in doing so.In the event City,
for whatever reason, assumes the responsibility for payment of costs and expenses for any claim
or action brought against the City for infringement arising under the Agreement, the City shall
have the sole right to conduct the defense of any such claim or action and all negotiations for its
settlement or compromise and to settle or compromise any such claim; however,Vendor shall fully
participate and cooperate with the City in defense of such claim or action. City agrees to give
Vendor timely written notice of any such claim or action,with copies of all papers City may receive
relating thereto. Notwithstanding the foregoing, the City's assumption of payment of costs or
expenses shall not eliminate Vendor's duty to indemnify the City under the Agreement. If the
Deliverable(s), or any part thereof, is held to infringe and the use thereof is enjoined or restrained
or, if as a result of a settlement or compromise, such use is materially adversely restricted,
Vendor shall, at its own expense and as City's sole remedy, either: (a)procure for City the right to
continue to use the Deliverable(s); or (b)modify the Deliverable(s)to make them/it non-infringing,
provided that such modification does not materially adversely affect City's authorized use of the
Deliverable(s); or (c)replace the Deliverable(s)with equally suitable, compatible, and functionally
equivalent non-infringing Deliverable(s) at no additional charge to City; or (d) if none of the
foregoing alternatives is reasonably available to Vendor, terminate the Agreement, and refund all
amounts paid to Vendor by the City, subsequent to which termination City may seek any and all
remedies available to City under law. VENDOR'S OBLIGATIONS HEREUNDER SHALL BE
SECURED BY THE REQUISITE INSURANCE COVERAGE REQUIRED BY CITY.
Data Breach. Vendor further agrees that it will monitor and test its data safeguards from
time to time, and further agrees to adjust its data safeguards from time to time in light of relevant
circumstances or the results of any relevant testing or monitoring. If Vendor suspects or becomes
aware of any unauthorized access to any financial or personal identifiable information ("Personal
Data") by any unauthorized person or third party, or becomes aware of any other security breach
relating to Personal Data held or stored by Vendor under the Agreement or in connection with the
performance of any services performed under the Agreement or any Statement(s)of Work("Data
Breach"), Vendor shall immediately notify City in writing and shall fully cooperate with City at
Vendor's expense to prevent or stop such Data Breach. In the event of such Data Breach,Vendor
shall fully and immediately comply with applicable laws, and shall take the appropriate steps to
remedy such Data Breach. Vendor will defend, indemnify and hold City, its Affiliates, and their
respective officers, directors, employees and agents,harmless from and against any and all claims,
suits,causes of action,liability,loss,costs and damages,including reasonable attorney fees, arising
out of or relating to any third party claim arising from breach by Vendor of its obligations
contained in this Section, except to the extent resulting from the acts or omissions of City. All
Personal Data to which Vendor has access under the Agreement,as between Vendor and City,will
remain the property of City. City hereby consents to the use, processing and/or disclosure of
Personal Data only for the purposes described herein and to the extent such use or processing is
necessary for Vendor to carry out its duties and responsibilities under the Agreement, any
applicable Statement(s) of Work, or as required by law. Vendor will not transfer Personal Data to
third parties other than through its underlying network provider to perform its obligations under
the Agreement, unless authorized in writing by City. Vendor's obligation to defend,hold harmless
and indemnify City shall remain in full effect if the Data Breach is the result of the actions of a
third party. All Personal Data delivered to Vendor shall be stored in the United States or other
jurisdictions approved by City in writing and shall not be transferred to any other countries or
jurisdictions without the prior written consent of City.
The undersigned represents and warrants that he or she has the power and authority to execute this
Agreement and bind the respective Vendor.
CITY OF FORT WORTH:
CONTRACT COMPLIANCE MANAGER:
By signing I acknowledge that I am the person
Valerie Washington(Jul9,202 16:45 CDT)
By: responsible for the monitoring and administration
Name: Valerie Washington of this contract,including ensuring all performance
Title: Assistant City Manager and reporting requirements.
Date: [INSERT DATE] J u 19,2021
APPROVAL RECOMMENDED: By: Steven Van dever(Jul2,202110:08 CDT)
Name: Steven Vandever
Title: Sr IT Solutions Manager
By: APPROVED AS TO FORM AND LEGALITY:
Name: Kevin Gunn
Title: IT Solutions Director
a4�FORt��a
ATTEST: ,�OF°°°°°°°°°�LOda By:
° °
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ado opted Name: Taylor Paris
�v o 0 Title: Assistant City Attorney
Ronald P Gonzales d o � d
B Ronald P.Gonzales(Ju112,202109:05 CDT) d� ° °°°oo°°°° b� CONTRACT AUTHORIZATION:
y —Name: Ron Gonzales 4kQ�EXASo°p M&C: N/A .
Title: Acting City Secretary
VENDOR:
G4 Spatial Technologies, LLC
By: 6t)aze��l
Name: [R ney Walsh]
Title: [President]
Date: [6-25-21]
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
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DIR Contract No. DIR-CPO-4752
Exhibit B
STATE OF TEXAS
DEPARTMENT OF INFORMATION RESOURCES
CONTRACT FOR PRODUCTS AND RELATED SERVICES
G4 Spatial Technologies,LLC
1 Introduction
A. Parties
This Contract for products and related services is entered into between the State of Texas,
acting by and through the Department of Information Resources (hereinafter"DIR") with
its principal place of business at 300 West 15t' Street, Suite 1300, Austin, Texas 78701,
and G4 Spatial Technologies, LLC (hereinafter "Vendor"), with its principal place of
business at 4111 Todd Lane#H 1100,Austin, Texas 78744.
B. Compliance with Procurement Laws
This Contract is the result of compliance with applicable procurement laws of the State of
Texas. DIR issued a solicitation on the Comptroller of Public Accounts' Electronic State
Business Daily, Request for Offer (RFO) DIR-CPO-TMP-444, on 12/20/2019, for
Geographic Information Systems(GIS)Hardware, Software,and Services and Information
Technology (IT) Based Surveying Hardware, Software and Related Services. Upon
execution of this Contract, a notice of award for RFO DIR-CPO-TMP-444 shall be posted
by DIR on the Electronic State Business Daily.
C. Order of Precedence
For purchase transactions under this Contract, the order of precedence shall be as follows:
i. this Contract;
ii. Appendix A, Standard Terms and Conditions;
iii. Appendix B,Vendor's Historically Underutilized Businesses Subcontracting
Plan;
iv. Appendix C, Pricing Index;
V. Exhibit 1,Vendor's Response to RFO DIR-CPO-TMP-444, including all
Addenda;
vi. and Exhibit 2, RFO DIR-CPO-TMP-444, including all Addenda;
Each of the foregoing documents is incorporated by reference and together constitute the
entire agreement between DIR and Vendor governing purchase transactions. In the event
of a conflict between the documents listed in this paragraph related to purchases, the
controlling document shall be this Contract, then Appendix A, then Appendix B, then
Appendix C, then Exhibit 1, and finally Exhibit 2.
Geographic Information Systems (GIS)Hardware, Software, and Services and Information Technology
(IT)Based Surveying Hardware, Software and Related Services Contract
Page I of 6
DIR Contract No. DIR-CPO-4752
2 Term of Contract
The initial term of this Contract shall be two(2)years commencing the last date of approval
by DIR and Vendor, with one (1) optional two-year renewal followed by one (1) optional
one-year renewal. Prior to expiration of each term, this Contract will renew automatically
under the same terms and conditions unless either party provides notice to the other party
sixty (60) days in advance of the renewal date stating that the party wishes to discuss
modification of terms or not renew.
3 Option to Extend
Vendor agrees that DIR may require continued performance, not including termination
assistance, beyond the initial or any renewal Contract term, of any of the within described
services at the rates specified in the Contract.This option may be exercised more than once,
but the total extension of performance hereunder shall not exceed ninety (90) additional
calendar days. Such extension of services shall be subject to the requirements of the
Contract, with the sole and limited exception that the original date of termination shall be
extended pursuant to this provision. DIR may exercise this option upon thirty(30)calendar
days written notice to Vendor.
4 Product Offerings
Products available under this Contract are limited to Geographic Information Systems
(GIS) Hardware, Software, and Services and Information Technology (IT) Based
Surveying Hardware, Software and Related Services as specified in Appendix C, Pricing
Index. Vendor may incorporate changes to its product offering; however, any changes
must be within the scope of products awarded based on the posting described in Section
LB above. Vendor may not add product offerings from a manufacturer if such
manufacturer was not included in Vendor's response to the solicitation described in Section
LB above.
5 Pricing
Pricing to Customer shall be as set forth in Appendix A, Section 8, Pricing, Purchase
Orders,Invoices and Payment, and as set forth in Appendix C, Pricing Index, and shall
include the DIR Administrative Fee.
6 DIR Administrative Fee
A. The administrative fee to be paid by Vendor to DIR based on the dollar value of all
sales to Customers pursuant to this Contract shall be three quarters of one percent
(.75%). Payment will be calculated for all sales, net of returns and credits. For
example, the DIR Administrative Fee for sales totaling $100,000 shall be $750.00.
Geographic Information Systems (GIS)Hardware, Software, and Services and Information Technology
(IT)Based Surveying Hardware, Software and Related Services Contract
Page 2 of 6
DIR Contract No. DIR-CPO-4752
B. All prices quoted to Customers shall include the DIR Administrative Fee. DIR
reserves the right to change this fee upwards or downwards during the term of this
Contract, upon written notice to Vendor without further requirement for a formal
contract amendment. Any change in the DIR Administrative Fee shall be
incorporated in the price to Customer.
7 Notification
All notices under this Contract shall be sent to a parry at the respective address indicated
below.
If sent to the State:
Hershel Becker or Successor in Office
Department of Information Resources
300 W. 151h St., Suite 1300
Austin, Texas 78701
Phone: (512) 475-4700
If sent to Vendor:
John Clark
G4 Spatial Technologies, LLC
4111 Todd Lane#H 1100,Austin, Texas 78744
Phone: (512) 447-9879
Email:john.clark@g4spatial.com
8 Software License and Service Agreements
A. Shrink/Click-wrap License Agreement
Regardless of any other provision or other license terms which may be issued
by Vendor after the effective date of this Contract, and irrespective of whether
any such provisions have been proposed prior to or after the issuance of a
Purchase Order for products licensed under this Contract, or the fact that such
other agreement may be affixed to or accompany software upon delivery
("Shrink/Click-wrap License Agreement"), the terms and conditions set forth
in this Contract shall supersede and govern the license terms between
Customers and Vendor. It is the Customer's responsibility to read the
Shrink/Click-wrap License Agreement and determine if the Customer
accepts the license terms as amended by this Contract. If the Customer
does not agree with the license terms, Customer shall be responsible for
negotiating with the reseller to obtain additional changes in the
Shrink/Click-wrap License Agreement language from the software
publisher.
B. Conflicting or Additional Terms
Geographic Information Systems (GIS)Hardware, Software, and Services and Information Technology
(IT)Based Surveying Hardware, Software and Related Services Contract
Page 3 of 6
DIR Contract No. DIR-CPO-4752
1) In the event that conflicting or additional terms in Service Agreements or
linked or supplemental documents amend or diminish the rights of Customers
or the State, such conflicting or additional terms shall not take precedence over
the terms of this Contract.
2) In the event of a conflict, any linked documents may not take precedence
over the printed or referenced documents comprising this Contract; provided
further that any update to such linked documents shall only apply to purchases
or leases of the associated Vendor product or service offering after the effective
date of the update; and, provided further, that, if Vendor has responded to a
solicitation or request for pricing, no update of such linked documents on or
after the initial date of Vendor 's initial response shall apply to that purchase
unless Vendor directly informs Customer of the update before the purchase is
consummated.
3) In the event that different or additional terms or conditions would otherwise
result from accessing a linked document, Customer's agreement to said linked
document shall not be effective until reviewed and approved in writing by
Customer's authorized signatory.
4) Vendor shall not require any document that: i) diminishes the rights,
benefits, or protections of the Customer, or that alters the definitions,
measurements, or method for determining any authorized rights, benefits, or
protections of the Customer; or ii) imposes additional costs, burdens, or
obligations upon Customer, or that alters the definitions, measurements, or
method for determining any authorized costs, burdens, or obligations upon
Customer.
5)If Vendor attempts to do any of the foregoing,the prohibited documents will
be void and inapplicable to this Contract between DIR and Vendor or the
contract between Vendor and Customer, and Vendor will nonetheless be
obligated to perform the contract without regard to the prohibited documents,
unless Customer elects instead to terminate the contract, which in such case
may be identified as a termination for cause against Vendor.
6) The foregoing requirements apply to all contracts, including,but not limited
to, contracts between Customer and a Reseller (as defined in Appendix A,
Standard Terms and Conditions) who attempts to pass through documents and
obligations from its manufacturer or publisher.
9. Authorized Exceptions to Appendix A, Standard Terms and Conditions for
Product and Related Services Contracts.
No exceptions have been agreed to by DIR and Vendor.
Geographic Information Systems (GIS)Hardware, Software, and Services and Information Technology
(IT)Based Surveying Hardware, Software and Related Services Contract
Page 4 of 6
DIR Contract No. DIR-CPO-4752
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Geographic Information Systems (GIS)Hardware, Software, and Services and Information Technology
(IT)Based Surveying Hardware, Software and Related Services Contract
Page 5 of 6
DIR Contract No. DIR-CPO-4752
This Contract is executed to be effective as of the date of last signature.
G4 Spatial Technologies,LLC
Authorized By: Signature on file.
Name: John Clark
Title: Manauina Partner
Date: 5/24/2021
The State of Texas, acting by and through the Department of Information Resources
Authorized By: Signature on file.
Name: Hershel Becker
Title: Chief Procurement Officer
Date: 5/27/2021
Office of General Counsel: M.G. Signature on file. 5/27/2021
Geographic Information Systems (GIS)Hardware, Software, and Services and Information Technology
(IT)Based Surveying Hardware, Software and Related Services Contract
Page 6 of 6
Exhibit C
CONFLICT OF INTEREST QUESTIONNAIRE FORM CIO
For vendor doing business with local governmental entity
This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session. OFFICE USE ONLY
This questionnaire is being filed in accordance with Chapter 176, Local Government Code, by a vendor who Date 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 7th 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 offense if the vendor knowingly violates Section 176.006, Local Government Code.An
offense under this section is a misdemeanor.
jJ Name of vendor who has a business relationship with local governmental entity.
NA
2
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.
NA
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
CIO as necessary.
NA
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 F-1 No
B. 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 F-1 No
5 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.
NA
6
❑ Check 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
7-2-2021
Signature of vend doing business with the governmental entity Date
Form provided by Texas Ethics Commission www.ethics.state.tx.us Revised 11/30/2015
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 http://www.statutes.Iegis.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§176.001(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.
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:
(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.
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 176.003(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 be 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
(B) 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.
Form provided by Texas Ethics Commission www.ethics.state.tx.us Revised 11/30/2015