HomeMy WebLinkAboutContract 58540 THE
e r i 1 OF SCIENCE
Enterprise Agreement WHERE
Enterprise Agreement No.00310002.0 CSC No. 58540
This Enterprise Agreement, including the documents listed below("EX), is between City of Fort Worth ("City"),
with its main offices located at 275 W. 13th Street, Fort Worth, TX 76102, and Environmental Systems
Research Institute, Inc. ("Esri"),with an Effective Date of October 1, 2022. This EA provides for the licensing
and Deployment of certain EA Products, delivery of EA Maintenance, and provision of Esri User Conference
registrations and any additional services as specified herein.
This EA is composed of the following documents, which are incorporated herein by reference:
1. Enterprise Agreement signature page(s)
2. Enterprise License Terms and Conditions, including
■ Appendix A—Products and Deployment Schedule
■ Appendix B—EA Fee Schedule
■ Appendix C—EA Points of Contact
3. Master Agreement No 00277310.0
The parties acknowledge that they have read and understand this EA and agree to be bound by the terms and
conditions contained herein.
This EA constitutes the sole and entire agreement of the parties as to the subject matter set forth herein and
supersedes any previous agreements, proposals, presentations, understandings, and arrangements between the
parties relating to such subject matter.Any modifications or amendments to this EA must be in writing and signed
by an authorized representative of each party.
ACCEPTED AND AGREED:
ENVIRONMENTAL SYSTEMS
CITY OF FORT WORTH RESEARCH INSTITUTE, INC.
(City) (Esri)
74—
By.Valeri�Washington(Dec5,202214:25C5� By: TimothyBra—[(N-14,1o1210:07PST)
Authorized Signature Authorized Signature
Printed Name: Valerie Washington Printed Name: Timothy Brazeal
Title: Assistant City Manager Title: Manager,Commercial and Government Contracts
Date: Dec 5, 2022 Date: Nov 14, 2022
OFFICIAL RECORD
CITY SECRETARY
FT.WORTH,TX
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ENTERPRISE AGREEMENT TERMS AND CONDITIONS
ARTICLE 1—DEFINITIONS
All definitions in other parts of the EA will have the same meaning in this Enterprise Agreement Terms and
Conditions. In addition, the following definitions apply to the EA:
■ "Case(s)" means a failure of Products to operate according to the Documentation where such failure
substantially impacts operational or functional performance.
■ "Customer(s)" means City. For avoidance of doubt, the definition of Customer will not include consultants
or contractors. Customer(s) must not include persons or entities ineligible to receive or have access to
Esri products or services by operation of law, including US export control laws, decrees, orders, rules,
regulations, policies, riders, conditions, or provisos.
■ "Deploy," "Deployment," or"Deployed" means to redistribute, or the redistribution of, the EA Products
(and their related keycodes/registration files), or their having been redistributed, by City during the term of
this EA for installation and use by Customer.
■ "EA Fee" means the fee set forth in Appendix B—EA Fee Schedule.
■ "EA Maintenance" means Tier 2 Support, updates, and patches provided by Esri for EA Products and
Rolled-In Software.
■ "EA Products" means the Products identified in Tables A-1 and A-2 of Appendix A—Products and
Deployment Schedule. EA Products do not include Esri technology that may be embedded in third-party
products purchased by Customer.
■ "Effective Date" means the date the EA commences and the start date for all licenses, regardless of when
an Ordering Document is provided by Customer.
■ "Master Agreement" means Master Agreement No 00277310.0.
■ "Rolled-In Software" means Products (excluding Term licenses or subscriptions)of the same type as EA
Products that Customer acquired for use prior to the Effective Date, that are current on paid maintenance
(as shown in Esri's customer service records), and that receive EA Maintenance during the term of the
EA. If this EA is extended or renewed, Rolled-In Software shall include EA Products Deployed prior to the
then-current renewal period.
■ "Technical Support" means a process to attempt to resolve reported Case(s)through error correction,
patches, hot fixes, and workarounds; replacement deliveries; or any other type of Product corrections or
modifications specified in the most current applicable Esri Maintenance and Support Program.
■ "Tier 1 Help Desk" means City's point of contact from which all Tier 1 Support will be given to Customer.
■ "Tier 1 Support" means the Technical Support provided by the Tier 1 Help Desk as the primary contact to
Customer in the attempted resolution of reported Case(s).
■ "Tier 2 Support" means the Technical Support provided by Esri to the Tier 1 Help Desk when a Case
cannot be resolved through Tier 1 Support.
ARTICLE 2—GRANT OF LICENSE
2.1 Grant of License. During the term of this EA, Customer's use of the EA Products is subject to the Master
Agreement and any additional terms set forth in this EA. Rolled-In Software will be licensed in accordance with
the Master Agreement.
2.2 Beta License. Beta licenses are not available under this EA as EA Products.
ARTICLE 3—SCOPE OF USE
3.1 Additional Permitted Uses. For the term of the EA, City may copy and Deploy the EA Products to
Customers up to the quantities of licenses granted in Appendix A. No other Customer has a right to copy(except
as permitted in the Master Agreement)or Deploy the EA Products. City may transfer, redistribute, or Deploy the
EA Products within the continental United States; Hawaii;Alaska; and US territories, excluding Puerto Rico and
the US Virgin Islands.
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3.2 Uses Not Permitted
a. Customer shall not use the EA Products outside the United States or its territories or possessions without the
prior written permission of Esri and agreement on additional fees, if any. Any such export will be subject to US
Export Control Regulation requirements of the Master Agreement.
b. Customer shall not transfer, redistribute, or assign EA Products to any third party without the prior written
permission of Esri.
3.3 Consultant Access. Customer's consultants or contractors may use EA Products in accordance with the
Master Agreement. Customer may not permit its consultants or contractors to install EA Products on consultant,
contractor, or third-party computers or remove EA Products from Customer locations except for the purposes of
hosting the EA Products on contractor servers for the benefit of Customer.
ARTICLE 4—MAINTENANCE
4.1 EA Maintenance. EA Maintenance is included in the EA Fee. Rolled-In Software and EA Products will receive
EA Maintenance, provided that standard maintenance is available for each item. EA Maintenance includes
benefits specified in the most current applicable Esri Maintenance and Support Program document(found at
https://www.esri.com/en-us/legal/terms/maintenance)as modified by this Section 4.1.
a. Tier 1 Support Provided by City
(1) The Tier 1 Help Desk will provide Tier 1 Support to all Customers.
(2) The Tier 1 Help Desk will use analysts fully trained in the Products they are supporting.
(3) At a minimum, Tier 1 Support will include those activities that assist the user in resolving how-to and
operational questions as well as questions on installation and troubleshooting procedures.
(4) Tier 1 Support analysts will be the initial points of contact for all questions and Case(s). Tier 1
Support analysts shall obtain a full description of each reported Case and the system configuration
from Customer. This may include obtaining any customizations, code samples, or data involved in the
Case. The analyst may also use any other information and databases that may be developed to
satisfactorily resolve Case(s).
(5) If the Tier 1 Help Desk cannot resolve a Case, an authorized Tier 1 Help Desk individual may contact
Esri for Tier 2 Support. The Tier 1 Help Desk shall provide support in such a way as to minimize
repeat calls and make solutions available to Customer.
(6) City may assign named Tier 1 Help Desk individuals up to the quantity listed in Appendix B. These
individuals will be identified through the My Esri portal and will be the only individuals (callers)
authorized to contact Esri directly for Tier 2 Support.
b. Tier 2 Support Provided by Esri
(1) Esri shall log the calls received from Tier 1 Help Desk individuals.
(2) Esri shall review all information collected by and received from Tier 1 Help Desk individuals including
preliminary documented troubleshooting provided by the Tier 1 Help Desk when Tier 2 Support is
required.
(3) Esri may request that Tier 1 Help Desk individuals provide verification of information, additional
information, or answers to additional questions to supplement any preliminary information gathering
or troubleshooting performed by Tier 1 Help Desk.
(4) Esri shall attempt to resolve Case(s)submitted by Tier 1 Help Desk by assisting the Tier 1 Help Desk
individuals and not Customer.
(5) When a Case is resolved, Esri shall communicate the information to the Tier 1 Help Desk individuals,
and the Tier 1 Help Desk shall disseminate the resolution to Customer.
(6) Esri may, at its sole discretion, make patches, hot fixes, or updates available for downloading from
Esri's website or, if requested, deliver them on media.
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ARTICLE 5—ORDERING, ADMINISTRATIVE PROCEDURES, DELIVERY,AND DEPLOYMENT REPORT
5.1 Purchase Orders, Invoicing, Delivery, and Deployment
a. Esri does not require City to issue purchase orders and will invoice City for the initial payment upon the
Effective Date of the EA. Subsequently, Esri may submit invoices up to thirty(30)days before (i)the payment
date shown in Appendix B or, (ii) if no payment dates are shown, the anniversary dates of the EA. City may
submit purchase orders in accordance with its own process requirements. If City issues purchase orders, then
City will submit its initial purchase order upon execution of this EA and any subsequent purchase order at
least thirty(30)days before the anniversary date. Invoices will be due and payable within thirty(30)days of
invoice.
b. Any purchase orders that City issues will reference, incorporate, and be subject to the terms and conditions of
this EA.Additional or conflicting terms in any purchase orders, invoices, or other documents exchanged
during the ordering process, other than the terms of this EA, Product or Service descriptions, quantities,
pricing, and delivery instructions, are void and of no effect. City will process all orders and deliveries
pertaining to this EA through City's centralized point of contact.
c. City will include the following information in each purchase order:
(1) Esri customer number, the ship-to address, and bill-to address as identified in Appendix C.
(2) Purchase order number.
(3) Applicable annual payment due and name of Customer.
(4) On the face of the purchase order, the following printed statement: "Governed by and subject to
Enterprise Agreement No. 00310002.0.
d. Esri will provide Authorization Codes to activate the nondestructive copy protection program that enables City
to download, operate, or allow access to the EA Products listed in Appendix A.
e. Delivery of updates/new versions of EA Products will be made in the same manner. If requested by City, Esri
will deliver a limited number of sets of backup media as provided in Appendix B to the ship-to address
identified in Appendix C—EA Points of Contact, FOB destination with shipping charges prepaid. City may
purchase additional backup media sets at the prices in effect at the time of purchase. Delivery or receipt of
tangible media could cause prior and future license fees to be subject to taxes. Esri may invoice for and City
agrees to pay any such sales or use tax associated with receipt of tangible media.
f. Esri reserves the right to suspend Customer's access to and use of EA Products if Customer fails to pay any
undisputed amount owed on or before its due date. Esri may charge Customer interest at a monthly rate
equal to the lesser of one percent(1.0%) per month or the maximum rate permitted by applicable law on any
overdue fees plus all expenses of collection for any overdue balance that remains unpaid ten (10)days after
Esri has notified Customer of the overdue balance.
g. Certain Esri Offerings are consumption-based and allow Customer to sign up for payment in arrears; such
consumption-based Esri Offerings will be billed separately and are not included in the EA Fees.
5.2 Annual Report of Deployments.At each anniversary date and ninety(90)days prior to the expiration date of
this EA, City shall provide Esri a written report, in the form provided by Esri, detailing all Deployments made,
including preexisting and Rolled-In Software (each a"Deployment Report"). The report will be subject to audit by
an authorized representative of Esri.
5.3 Esri User Conference Registration. Esri shall provide Esri User Conference registrations to City annually
during the term of this EA in the quantities set forth in Appendix B. City is responsible for distributing the
registrations to Customers. Third parties may not represent or attend on behalf of Customer at any Esri User
Conference.
ARTICLE 6—POINTS OF CONTACT; NOTICES
6.1 Points of Contact. In Appendix C, each party shall identify points of contact for administrative and technical
issues.
6.2 Legal Notices. Except as otherwise set forth in this EA, any notice, report, demand, or other communication
will be made in writing in English; sent by courier, registered or certified airmail, or facsimile or other electronic
transmission; and confirmed when sent by courier or by registered or certified airmail, properly addressed to the
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appropriate party at the address set forth below, until changed by notice in writing by either party hereto. If sent by
courier or airmail, notice will be effective upon the earlier of confirmed receipt or seven (7)days from the date of
deposit with the courier service or post office. If sent by electronic transmission, notice will be effective
one (1) business day from the date of transmission, provided confirmation of receipt is made. Notices will be given
at the following addresses:
To: Esri To: City
380 New York Street as listed in Appendix C
Redlands, CA 92373-8100
Attn.: Director of Contracts and Legal
Fax: 909-307-3020
Email: Iegalnotices(@-esri.com
ARTICLE 7—TERM, TERMINATION,AND EXPIRATION
7.1 Term.The term of the EA will commence on the Effective Date and be for the period listed in Appendix B
unless this EA is terminated earlier as provided herein.
7.2 Termination for a Material Breach; Convenience. Esri may terminate this EA for a material breach by
Customer. Customer will be given a period of thirty(30)days from date of written notice to cure any material
breach. Upon termination of this EA by Esri for a material breach by Customer, all licenses Deployed will also
terminate, and the full amount of unpaid EA Fees will be due and payable by City within thirty(30)days from the
date of termination. Customers shall uninstall, remove, and destroy all EA Products; training materials; and any
whole or partial copies, modifications, or merged portions in any form. City shall deliver evidence of such
destruction to Esri (e.g., certification letter). Customer may continue to use Rolled-In Software, provided Customer
complies with the terms and conditions of the Master Agreement. Further, Esri agrees that Customer is not
required to pay a maintenance reinstatement fee for lapsed maintenance for Rolled-In Software if Customer
orders maintenance at time of EA termination. Other items that may be included in this EA—such as Advantage
Program, access codes, and Esri User Conference registrations—will also terminate if this EA is terminated. This
EA may not be terminated for convenience.
7.3 License Term and Use upon Expiration of EA Term. Upon full payment of EA Fee and expiration of this
EA, the Master Agreement will survive, and Customer may continue to use the Deployed EA Products included in
the final Deployment Report and Rolled-In Software in accordance with the terms and conditions set forth in the
Master Agreement. Customer shall notify Esri of the quantity and type of licenses for which Customer elects to
purchase standard maintenance. If maintenance is not ordered for Rolled-In Software or EA Products upon
expiration of the EA, it lapses. If, at a later date, Customer decides to reinstate maintenance, Customer must pay
maintenance reinstatement fees from the date of EA expiration (i.e., back maintenance fees). Customer may only
purchase standard maintenance or reinstate maintenance on licenses that were included in the final Deployment
Report. City shall not Deploy additional copies of the EA Products beyond the quantities in use upon termination
or as of the date of expiration.
ARTICLE 8—CONFIDENTIALITY
8.1 Esri Confidential Information. Certain terms and conditions of this EA are confidential and proprietary
information of Esri. Except as provided herein, City shall not publish or disclose the EA(or contents)to any third
party without Esri's prior written consent. Disclosure may be made only to those City employees, contractors, or
consultants of Customer(e.g., outside counsel or accountants)who have a need to know to perform their duties
or work on behalf of Customer, and have an obligation of confidentiality. No other portions of the EA may be
disclosed to a contractor or consultant. To the extent that any such disclosures may be required by law(such as
an open/public records request), City shall inform Esri of the requested disclosure, with a reasonable description
of the requested disclosure and identification of the requester, in sufficient time for Esri to assert any objection
Esri may have to such disclosure with the appropriate administrative or judicial body.
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ARTICLE 9—RELATIONSHIP OF THE PARTIES
The EA does not constitute a partnership,joint venture, or agency between Esri and City. Neither Esri nor City will
hold itself out as such, nor shall Esri or City be bound or become liable because of any representation, action, or
omission of the other.
ARTICLE 10—FORCE MAJEURE
If the performance of any obligation under this EA is prevented, restricted, or interfered with by reason of fire,
flood, earthquake, explosion, or other casualty or accident; strikes or labor disputes; inability to procure or obtain
delivery of parts, supplies, or power; war; threat of or actual terrorist act, cyber attack, or other violence; any law,
order, proclamation, regulation, ordinance, demand, or requirement of any government agency; or any act or
condition whatsoever beyond the reasonable control of the affected party, the party so affected, upon giving
prompt notice to the other party, will be provided a temporary extension for a period of time as may be reasonably
necessary to allow for such delay, prevention, interference, or restriction.
ARTICLE 11—GIS STANDARD
City shall officially name Esri as its GIS standard and act as a reference for other Esri customers and potential
customers as long as the EA remains in effect. This EA will not be construed or interpreted as an exclusive
dealings agreement, and Customer reserves the right to purchase from third parties any of their requirements for
GIS software or related services.
City agrees that Esri may publicize the existence of the EA.
ARTICLE 12—ADMINISTRATIVE REQUIREMENTS
12.1 Esri Partner Original Equipment Manufacturer(OEM) Bundled or Embedded Items/Services. Certain
Esri partners are authorized to either embed limited portions of Esri technology or bundle Esri products or
services with the partner's application or service under Esri's OEM or Solution OEM programs. Partner pricing
and product bundling is independent of this EA, and each partner markets under its own business model and
pricing. Customer shall not be entitled to or seek any discount from the OEM partner or Esri, directly or indirectly,
as a result of or based on the availability of such Products as EA Products under this EA. Customer shall not be
entitled to or seek to decouple Esri's technology or products/services from the partner's bundle or solution. In
addition, such Products or any component thereof included in the OEM software program or product, will be
licensed through the Master Agreement provided by the OEM partner and not through this EA.
12.2 EA Products—Limited Quantity. Esri reserves the right to exclude new Products from uncapped
Deployment. New Products may contain or be developed with (i) newly acquired technology obtained through a
significant investment or(ii)third-party intellectual property that requires a unit-based royalty fee or prohibits
Deployment under a site or enterprise license. Such items can be made available to City on a limited-quantity
basis.
12.3 Obsolescence. During the term of this EA, some of the items listed in Appendix A may become obsolete,
will no longer be commercially offered, or may no longer be available for Deployment. Customer may continue to
use EA Products that have been Deployed, but support and upgrades for older items may not be available. EA
Maintenance and maintenance and availability of EA Products identified in Appendix A will be subject to each
item's Product Life Cycle Support Status and Esri's Product Life Cycle Support Policy, which can be found at
https://support.esri.com/en/other-resources/product-life-cycle by selecting the product type and clicking the
Product Life Cycle link for specific product plans.
ARTICLE 13—GENERAL PROVISIONS
13.1 If there is a conflict among any of the terms and conditions in the various documents, the order of
descending precedence will be as follows: (1)Signature Page, (2) Enterprise License Terms and Conditions,
(3) Master Agreement. For the avoidance of doubt, Article 7—Term, Termination, and Expiration of this EA
supersedes any termination language in the Master Agreement with respect to all Products and Services provided
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under this EA. If Customer subscribes to the Advantage Program, the Advantage Program terms and conditions
of the Master Agreement/Advantage Program Agreement take precedence over the provisions of this EA with
respect to products or services provided under Advantage Program. Except as otherwise expressly provided
herein, any amendment or addendum to this EA must be in writing and signed by an authorized representative of
each party. In the event the Master Agreement expires prior to the termination or expiration of this EA as set forth
herein the terms and conditions of the Master Agreement will continue to apply in full effect to this EA
13.2 Survival of Certain EA Clauses. The provisions of Sections 7.3 and Article 8 of this Enterprise License
Terms and Conditions document will survive the expiration or termination of this EA.
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APPENDIX A
PRODUCTS AND DEPLOYMENT SCHEDULE
City may Deploy the EA Products up to the total quantity of licenses indicated below to Customer during the term
of this EA.
Table A-1
EA Products—Uncapped Quantities
Total Qty.to Be
Product Deployed
ArcGIS Desktop: Advanced, Standard, Basic(Single and Concurrent Use) Uncapped
ArcGIS Desktop Extensions: ArcGIS 3D Analyst, ArcGIS Data Reviewer,ArcGIS
Geostatistical Analyst, ArcGIS Network Analyst, ArcGIS Publisher,ArcGIS Schematics,
ArcGIS Spatial Analyst,ArcGIS Tracking Analyst, and ArcGIS Workflow Manager(Single
and Concurrent Use) Uncapped
ArcGIS Enterprise: Enterprise and Workgroup (Advanced and Standard) Uncapped
ArcGIS Enterprise Extensions:ArcGIS 3D Analyst, ArcGIS Geostatistical Analyst,ArcGIS
Network Analyst, ArcGIS Schematics,ArcGIS Spatial Analyst, and ArcGIS Workflow
Manager. Uncapped
ArcGIS GIS Server: Advanced, Standard, Basic Uncapped
ArcGIS Enterprise Additional Capability Servers: ArcGIS Image Server, ArcGIS
GeoEvent Server Uncapped
ArcGIS Monitor Uncapped
Mapping and Charting Solutions: Esri Production Mapping for Desktop Uncapped
Esri CityEngine Concurrent Use Uncapped
ArcGIS Engine Uncapped
ArcGIS Engine Extensions: ArcGIS 3D Analyst, ArcGIS Geodatabase Update, ArcGIS
Network Analyst, ArcGIS Schematics, and ArcGIS Spatial Analyst Uncapped
ArcGIS Runtime: Standard and Advanced Uncapped
ArcGIS Runtime Analysis Extension Uncapped
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Table A-2
EA Products—Capped Quantities
Rolled-In Qty. Qty. to Be
Item (if applicable) Deployed Total
ArcGIS Locate XT: (Concurrent Use License) - 1 1
ArcGIS Data Interoperability Desktop 2 - 2
Extension: (Concurrent Use Licenses)
ArcGIS Image Analyst(for use with ArcGIS - 10 10
Pro): (Concurrent Use Licenses)
ArcGIS Roads & Highways Desktop: (Concurrent - 1 1
Use License)
ArcGIS Roads & Highways Enterprise - 1 1
Extension:
ArcGIS Utility Network Management Enterprise - 3 3
Extension
ArcGIS GeoAnalytics Server - 1 1
ArcGIS Notebook Server Advanced - 1 1
ArcGIS Mission Server - 1 1
ArcGIS Utility Network Management Enterprise - 1 1
Extension Staging
ArcGIS Business Analyst Web App Standard 10 10
Online: (Term Licenses)
ArcGIS Business Analyst Web App Advanced 2 2
Online: (Term Licenses)
ArcGIS GeoPlanner for ArcGIS Online: (Term 5 5
Licenses)
ArcGIS Tracker for ArcGIS Online: (Term 20 20
Licenses)
ArcGIS Urban Online: (Term Licenses) 8 8
ArcGIS Parcel Fabric User Type Extension for 10 10
ArcGIS Enterprise: (Term Licenses)
ArcGIS Utility Network Service User Type 30 30
Extension for ArcGIS Enterprise: (Term
Licenses)
ArcGIS Workflow Manager User Type Extension 10 10
for Enterprise: (Term Licenses)
ArcGIS Insights in Enterprise: (Term Licenses) 30 30
ArcGIS Navigator for ArcGIS Enterprise: (Term 60 60
Licenses)
ArcGIS Tracker for ArcGIS Enterprise: (Term 20 20
Licenses)
ArcGIS Mission Manager for ArcGIS Enterprise: 15 15
(Term Licenses)
ArcGIS Developer Subscription: Professional 10 10
Level Annual Subscription
ArcGIS Developer Subscription: Enterprise Level 2 2
Annual Subscription
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ArcGIS Hub Premium ArcGIS Online 1 1
Community: (Inclused100 Creator Users and
10,000 Service Credits) (Term License)
ArcGIS Hub Premium Additional Identities: 5 5
Blocks of 1,000 Additional Community Identity
(Term Licenses)
ArcGIS Velocity US Region Advanced: Annual 1 1
Subscription
Site Scan Single Operator: Annual 3 3
Subscriptions
Site Scan Single Access: Annual Subscriptions 5 5
ArcGIS Indoors Solutions: Indoors Map Annual 1 1
Subscription
ArcGIS Indoors Solutions: Indoor Spaces 1 1
Annual Subscription
ArcGIS Enterprise User Types*: Editor Term 100 100
License User Types
ArcGIS Enterprise User Types*: Field Worker 350 350
Term License User Types
ArcGIS Enterprise User Types*: Creator Term 200 200
License User Type Term Licenses
Number of Total Annual
Product Subscriptions Total User Types Credits
ArcGIS Online User Types* 2 300 Viewers 187,500
250 Field Workers
625 Creators
*The EA Fee is based on an estimated number of 550 Creator and 150 Field Worker User Types in ArcGIS Online
and 150 Creator and 300 Field Worker User Types in ArcGIS Enterprise. City may Deploy up to the quantity set
forth in Table A-2, but any increase over the estimated number of Named Users will be taken into consideration for
fees associated with future renewals.
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APPENDIX B
EA FEE SCHEDULE
The EA Fee is $2,550,000. The EA Fee is in consideration of the EA Products, EA Maintenance, Esri User
Conference registrations,Advantage Programs, Premium Support Services and Esri Training Pass.
Year 1 Year 2 Year 3 EA Fee
Payments 1 850,000 850,000 850,000 2,550,000
Number of Esd User Conference
Registrations per Year 40
Number of Tier 1 Help Desk Callers That May
Contact Esri for Tier 2 Support 10
Number of Sets of Backup Media, if
Requested 2
Three(3)years
Tenn of EA from Effective Date
Each Program Includes:
100 Technical Advisory Hours per Year
Two Advantage Programs 100 Learning and Services Credits per Year
1 Annual Subscription with 3 Authorized
Callers and an uncapped number of
Premium Support Services (PSS) incidents
25 Days Annually for Each Year of the EA
Esri Training Pass Term
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APPENDIX C
EA POINTS OF CONTACT
Either party may change its point of contact by written notice to the other party.
1. Esri point of contact for order processing issues:
Name: Customer Service
Esri
380 New York Street
Redlands, CA 92373-8100
Email: serviceCaD-esri.com
Phone: 888-377-4575
Fax: 909-307-3083
2. Esri contact for Tier 2 Support issues:
MyEsri: https://my.esri.com
Phone: 909-793-3774 (within the United States only)
Web: https://support.esri.com
3. City centralized point of contact for order release and administrative issues:
Name:
Email:
Phone:
Fax:
4. All invoices to City will be mailed to the address listed below:
City Office:
Name:
Address:
5. All deliverables to City will be shipped to the address listed below:
City Office:
Name:
Address:
6. All notices to City will be mailed to the address listed below:
City Office: _
Name:
Address:
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ADDENDUM TO ESRI ENTERPRISE AGREEMENT NO. 00310002.0
BETWEEN
THE CITY OF FORT WORTH
AND
ENVIRONMENTAL SYSTEMS RESEARCH INSTITUTE, INC.
This Addendum to ESRI Enterprise Agreement No. 00310002.0 ("Addendum")is entered
into by and between Environmental Systems Research Institute, Inc. ("Vendor") and the City of
Fort Worth ("City"), collectively the "parties."
The Contract documents shall include the following:
1. The ESRI Enterprise Agreement No. 00310002.0; and
2. This Addendum.
Notwithstanding any language to the contrary in the attached ESRI Enterprise Agreement
No. 00310002.0 (collectively referred to herein as the "Agreement"), the parties 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. Termination.
a. Fiscal Funding Dut. In the event no funds or insufficient funds are
appropriated by City in any fiscal period for any payments due hereunder, City will notify
Vendor of such occurrence and the Agreement shall terminate on the last day of the fiscal
period for which appropriations were received without penalty or expense to the City of
any kind as it relates to such termination, except as to the portions of the payments herein
agreed upon for which funds have been appropriated.
b. Duties and Obligations of the Parties. In the event that the Agreement is
terminated, City shall pay Vendor for services actually rendered up to the effective date of
termination and Vendor shall continue to provide City with services requested by City and
in accordance with the Agreement up to the effective date of termination.Upon termination
of the Agreement for any reason, Vendor shall provide City with copies of all completed
or partially completed documents prepared under the Agreement, as specified in this
Agreement and applicable task order. In the event Vendor has received access to City
information or data as a requirement to perform services hereunder, Vendor shall make
available data to City in the manner specified in the Agreement and applicable task order.
2. Attorneys' Fees. Penalties, and Liquidated Damages. To the extent the attached
Agreement requires City to pay attorneys' fees for any action contemplated or taken, or liquidated
damages in any amount, City objects to these terms and any such terms are hereby deleted from
the Agreement and shall have no force or effect.
Addendum Page 1 of 7
3. Law and Venue. The Agreement and the rights and obligations of the parties hereto
shall be governed by, and construed in accordance with the laws of the United States and state of
Texas, exclusive of conflicts of laws provisions. To the extent the Agreement is required to be
governed by any state law other than Texas, City objects to such terms and any such terms are
hereby deleted from the Agreement and shall have no force or effect.
4. Linked Terms and Conditions. If the Agreement contains a website link to terms
and conditions, the linked terms and conditions located at that website link will not materially
conflict with any provision in Attachment B of the Master Agreement, and, should such linked
terms materially conflict with Attachment B of the Agreement, Attachment B of the Master
Agreement shall control.
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. Neither City,Vendor,nor any Vendor distributor or third
party licensor will be liable for any indirect,special,incidental,or consequential damages; lost
profits; lost sales; loss of goodwill; costs of procurement of substitute goods or services; or damages
exceeding the applicable license fees,or current subscription fees,or Services fees paid or owed to
Vendor for the Esri Offerings or Services giving rise to the cause of action.
The limitations and exclusions of liability in the preceding paragraph do not apply to City's
infringement, misuse, or misappropriation of Vendor's or Vendor's licensors' intellectual property
rights, either party's indemnification obligations, gross negligence, willful misconduct, or
violations of the Export Compliance clause of this Agreement or any applicable law or
regulation.
Vendor or its authorized distributor has set its fees and entered into this Agreement in reliance on
the disclaimers and limitations in this Agreement; the fees reflect an allocation of risk that is an
essential basis of the bargain between the parties. These limitations will apply whether or not
a party is aware of the possibility of any damage and notwithstanding any failure of
essential purpose of any exclusive, limited remedy.
The foregoing disclaimers, limitations, and exclusions may be invalid in some jurisdictions and
apply only to the extent permitted by applicable law or regulation in City's jurisdiction. City may
have additional rights that may not be waived or disclaimed. Vendor does not seek to limit City's
warranty or remedies to any extent not permitted by law. For clarity, Vendor agrees that City
may not indemnify Vendor under this Agreement.
7. No Debt. In compliance with Article I I § 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. Public 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
Addendum Page 2 of 7
Information Act. To the extent the Agreement requires that City maintain records in violation of
the Act, City hereby objects to such provisions and such provisions are hereby deleted from the
Agreement and shall have no force or effect. In the event there is a request for information marked
Confidential or Proprietary, City shall promptly notify Vendor prior to disclosure. It will be the
responsibility of Vendor to submit reasons objecting to disclosure. A determination on whether
such reasons are sufficient will not be decided by City, but by the Office of the Attorney General
of the State of Texas or by a court of competent jurisdiction.
9. Addendum Controlling. If any provisions of the attached Agreement, conflict with
the terms herein, are prohibited by applicable law, conflict with any applicable rule, regulation or
ordinance of City, the terms in this Addendum shall control.
10. Network Access.
a. City Network Access. If Vendor, and/or any of its employees, officers,
agents, consultants or subcontractors (for purposes of this section "Vendor Personnel"),
requires access to the City's computer network in order to provide the services herein,
appropriate terms and conditions required for such access will be set forth in an applicable
task order.
11. Immigration Nationality Act. Vendor shall verify the identity and employment
eligibility of its employees who perform work under the Agreement, including completing the
Employment Eligibility Verification Form(I-9). Upon request by City,Vendor shall provide City
attest to the existence of I-9 forms for each employee who performs work under the
Agreement. Vendor shall adhere to all Federal and State laws as well as establish appropriate
procedures and controls so that no services will be performed by any Vendor employee who is not
legally eligible to perform such services. VENDOR SHALL INDEMNIFY CITY AND HOLD
CITY HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO
VIOLATIONS OF THIS PARAGRAPH BY VENDOR OR VENDOR PERSONNEL. City,
upon written notice to Vendor, shall have the right to immediately terminate the Agreement for
violations of this provision by Vendor.
12. No Boycott of Israel. If Vendor has fewer than 10 employees or the Agreement is
for less than $100,000, this section does not apply. Vendor acknowledges that in accordance with
Chapter 2270 of the Texas Government Code, City is prohibited from entering into a contract with
a company for goods or services unless the contract contains a written verification from the
company that it: (1) does not boycott Israel; and(2) will not boycott Israel during the term of the
contract. The terms "boycott Israel" and "company" shall have the meanings ascribed to those
terms in Section 808.001 of the Texas Government Code. By signing this Addendum, Vendor
certifies that Vendor's signature provides written verification to City that Vendor: (1) does not
boycott Israel; and(2) will not boycott Israel during the term of the Agreement.
13. Right to Audit. Vendor agrees that City shall,until the expiration of three(3)years
after the date of final payment under the Agreement, have access to and the right to examine any
directly pertinent Ordering Documents (as defined in the Agreement) involving transactions
directly relating to the Agreement. Vendor agrees that City shall have access during normal
Addendum Page 3 of 7
working hours to all necessary Vendor facilities and shall be provided adequate and appropriate
workspace in order to conduct audits in compliance with the provisions of this section. City shall
give Vendor reasonable advance notice of intended audits.
14. Prohibition on Boycotting Energy Companies. Vendor acknowledges that in
accordance with Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg.,
R.S., S.B. 13, § 2, the City is prohibited from entering into a contract for goods or services that
has a value of$100,000 or more that is to be paid wholly or partly from public funds of the City
with a company with 10 or more full-time employees unless the contract contains a written
verification from the company that it: (1) does not boycott energy companies; and (2) will not
boycott energy companies during the term of the contract. The terms "boycott energy company"
and "company" have the meaning ascribed to those terms by Chapter 2274 of the Texas
Government Code,as added by Acts 2021, 87th Leg.,R.S., S.B. 13, § 2. To the extent that Chapter
2274 of the Government Code is applicable to this Agreement,by signing this Agreement,Vendor
certifies that Contractor's signature provides written verification to the City that Contractor: (1)
does not boycott energy companies; and(2)will not boycott energy companies during the term of
this Agreement.
15. Prohibition on Discrimination Against Firearm and Ammunition Industries.
Vendor acknowledges that except as otherwise provided by Chapter 2274 of the Texas
Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 19, § 1, the City is prohibited
from entering into a contract for goods or services that has a value of$100,000 or more that is to
be paid wholly or partly from public funds of the City with a company with 10 or more full-time
employees unless the contract contains a written verification from the company that it: (1) does
not have a practice, policy, guidance, or directive that discriminates against a firearm entity or
firearm trade association; and (2) will not discriminate during the term of the contract against a
firearm entity or firearm trade association. The terms"discriminate,""firearm entity"and"firearm
trade association" have the meaning ascribed to those terms by Chapter 2274 of the Texas
Government Code,as added by Acts 2021, 87th Leg.,R.S., S.B. 19, § 1. To the extent that Chapter
2274 of the Government Code is applicable to this Agreement,by signing this Agreement,Vendor
certifies that Contractor's signature provides written verification to the City that Contractor: (1)
does not have a practice, policy, guidance, or directive that discriminates against a firearm entity
or firearm trade association; and(2)will not discriminate against a firearm entity or firearm trade
association during the term of this Agreement.
16. Insurance.
16.1. The Vendor shall carry the following insurance coverage with a company that
is licensed to do business in Texas or otherwise approved by the City:
16.1.1. Commercial General Liability:
16.1.1.1. Combined limit of not less than $1,000,000 per
occurrence; $2,000,000 aggregate;
Addendum Page 4 of 7
16.1.2. Statutory Workers' Compensation and Employers' Liability
Insurance requirements per the amount required by statute.
16.1.3. Technology Liability(Errors &Omissions)
16.1.3.1. Combined limit of not less than $2,000,000 per
occurrence; $2,000,000 aggregate
16.1.3.2. Coverage shall include, but not be limited to, the
following:
16.1.3.2.1. Technology Errors and Omissions: any loss
caused by an error, omission or negligence by the primary
insured and amended to include software copyright
infringement;
16.1.3.2.2. Communications and Media Liability:
trademark, copyright infringement, plagiarism, copy and
TM infringement claims in advertising, internet, and other
material; and
16.1.3.2.3.Network&Information Security Liability:virus
transmission, denial of service, breach of privacy or
confidentiality obligations
16.1.3.2.4. 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. 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 shall be
submitted to the City to evidence coverage.
16.2. General Insurance Requirements:
16.2.1.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.
Addendum Page 5 of 7
16.2.2. The workers' compensation policy shall include a Waiver of
Subrogation(Right of Recovery) in favor of the City of Fort Worth.
16.2.3.Prompt notice of cancellation or reduction in limits of coverage shall
be provided to the City provided no such notice is required is Esri purchases
a replacement policy that ensures continuous coverage and otherwise
complies with this Section 16. 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.
16.2.4. The insurers for all policies must be licensed and/or approved to do
business in the State of Texas. All insurers must have a minimum rating of
A- VII in the current A.M. Best Key Rating Guide, or have reasonably
equivalent financial strength and solvency to the satisfaction of Risk
Management. If the rating is below that required, written approval of Risk
Management is required.
16.2.5. Any failure on the part of the City to request required insurance
documentation shall not constitute a waiver of the insurance requirement.
16.2.6. Certificates of Insurance evidencing that the Vendor has obtained all
required insurance shall be delivered to and approved by the City's Risk
Management Division prior to execution of this Agreement.
(signature page follows)
Addendum Page 6 of 7
[Executed effective as of the date signed by the Assistant City Manager below.] / [ACCEPTED
AND AGREED:]
City: Environmental Systems Research Institute,
Inc.:
By: fteri�-Washington(Dec 5,202214:25CST) 7 h—
Name: Valerie Washington By: Timothy Brazeal(Nov 14,202210:07 PST)
Title: Assistant City Manager Name: Timothy Brazeal
Date: DeC 5, 2022
Title: Md.d.er,lommeraW-dG—m—tContr-ts
Date: Nov 14, 2022
CITY OF FORT WORTH INTERNAL ROUTING PROCESS:
Approval Recommended: Contract Compliance Manager:
By signing I acknowledge that I am the
person responsible for the monitoring and
administration of this contract, including
By: / ensuring all performance and reporting
Name: Kevin Gunn requirements.
Title: Director, IT Solutions Department
Steven Vandever(Nov 30,202210:14 CST)
Approved as to Form and Legality: By:
Name: Steven Vandever
Title: Sr. IT Solutions Manager
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p F FORT 0.���o00000 000�0
By:
Name: Taylor Paris City Secretary: p o 40
Title: Assistant City Attorney °oQ *�
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Contract Authorization: By: pffietLeS.Goodall(Dec 6,202208: ST)
M&C: 22-0939 Name: Jannette S. Goodall
Approved: November 29,2022 Title: City Secretary
Form 1295: 2022-945152
OFFICIAL RECORD
CITY SECRETARY
FT.WORTH,TX
Addendum Page 7 of 7
M&C Review Page 1 of 2
Official site of the City of Fort Worth,Texas
CITY COUNCIL AGENDA FoRTWORRT11
Create New From This M&C
REFERENCE **M&C 22- 04ENVIRONMENTAL SYSTEMS
DATE: 11/29/2022 NO.: 0939 LOG NAME: RESEARCH INSTITUTE
ENTERPRISE AGREEMNT
CODE: C TYPE: CONSENT PUBLIC NO
HEARING:
SUBJECT: (ALL)Authorize a Sole Source Consolidated Enterprise Agreement with Environmental
Systems Research Institute, Inc. for a Three-Year Term in the Amount of$2,550,000.00
and Authorize Two One-Year Renewal Options for the Information Technology Solutions
Department and the Water Department
RECOMMENDATION:
It is recommended that City Council authorize a sole source consolidated Enterprise Agreement with
Environmental Systems Research Institute, Inc. for a three-year term in the amount of$2,550,000.00
and authorize two one-year renewal options for the Information Technology Solutions Department and
the Water Department.
DISCUSSION:
The Environmental Systems Research Institute, Inc. (ESRI) Enterprise License Agreement will replace
the current separate Information Technology Solutions Department(ITS)and Water Department
contracts and consolidate them into a single contract. This new contract will continue to provide all
current products as well as offer new modules, applications, extensions, and issue unique named-
user licenses for the City. A few of the new software products included are ArcGIS Monitor, ArcGIS
Urban, ArcGIS Enterprise, Site Scan for Drones, ArcGIS Workflow Manager, ArcGIS Tracker, ArcGIS
Business Analyst, ArcGIS Roads & Highways Enterprise, ArcGIS Indoors, ArcGIS Notebook Server,
and ArcGIS Hub Premium. This licensing framework is necessary for the deployment of ESRI's
Enterprise platform. The new platform will allow the City to have a centralized intranet for web maps,
and ArcGIS Hub Premium to allow a centralized internet site for web maps and data download.
Water requires the new ESRI framework to upgrade its infrastructure network to ArcGIS Utility
Network Management Enterprise. This transition will allow the City to visualize assets spatially and
temporally, and perform analysis across all utility types. The advanced analysis from this software will
assist the Water Department in calculating infrastructure at risk, provide better quality control
workflows, and drive better decision-making with high-quality data.
The contract will have a defined rate for three years at$850,000.00 per year, and year four will allow
for negotiations to the provided applications and services.
DVIN: A waiver of the goal for Business Equity subcontracting requirements was requested, and
approved by the DVIN, in accordance with the applicable Ordinance, because the waiver request is
based on the sole source information provided.
AGREEMENT TERM—Upon City Council's approval, the consolidated Enterprise Agreement for IT
Solutions Department and the Water Department will become effective upon execution and expire
thirty-six(36) months following.
ADMINISTRATIVE CHANGE ORDER—An administrative change order or increase may be made by
the City Manager up to the amount allowed by relevant law and the Fort Worth City Code and does
not require specific City Council approval as long as sufficient funds have been appropriated.
http://apps.cfwnet.org/council_packet/mc review.asp?ID=30491&councildate=11/29/2022 11/30/2022
M&C Review Page 2 of 2
RENEWAL OPTIONS—After the initial three-year term, the Agreement may be renewed for up to two
(2)additional one-year terms at the City's option. This action does not require specific City Council
approval provided that the City Council has appropriated sufficient funds to satisfy the City's
obligations during the renewal term.
Funding is budgeted in the Other Contractual Services account within the Info Technology Systems
Fund, in the FY23 ITS ESRI Agreement project within the ITS Capital Fund and in the Software
Licenses account within the Water&Sewer Fund, as appropriated.
FISCAL INFORMATION/CERTIFICATION:
The Director of Finance certifies that funds are available in the current capital &operating budgets, as
previously appropriated, in the ITS Capital Fund for the FY23 ITS ESRI Agreement project and in the
Info Technology Systems and Water&Sewer Funds to support the approval of the above
recommendation and execution of the agreement. Prior to an expenditure being incurred, the
Information Technology Solutions and Water Departments have the responsibility to validate the
availability of funds.
TO
Fund Department Account Project Program Activity Budget Reference# Amount
ID ID Year (Chartfield 2)
FROM
Fund Department Account Project Program Activity Budget Reference# Amount
ID ID Year Chartfield 2
Submitted for City Manager's Office by: Valerie Washington (6192)
Originating Department Head: Kevin Gunn (2015)
Additional Information Contact: Kevin Gunn (2015)
Mark Deboer(8598)
ATTACHMENTS
04ENVIRONMENTAL SYSTEMS RESEARCH INSTITUTE ENTERPRISE AGREEMNT funds availability.pdf
(CFW Internal)
ESRI DVIN Waiver 10-7-2022.pdf (CFW Internal)
ESRI Form 1295 10-2022.pdf (CFW Internal)
FID Tabel ESRI EA 10-26.xlsx (CFW Internal)
http://apps.cfwnet.org/council_packet/mc review.asp?ID=30491&councildate=11/29/2022 11/30/2022