HomeMy WebLinkAboutContract 61992FORT WORTH CSC No. 61992
CITY OF FORT WORTH
COOPERATIVE PURCHASE AGREEMENT
(Esri Agreement No. 00334058.0)
This Cooperative Purchase Agreement ("Agreement") is entered into by and between
Environmental Systems Research Institute, Inc. ("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. Exhibit B — DIR-CPO-4699 Cooperative Agreement ("DIR Contract");
2. Exhibit A — Vendor Quotations Q-524570, Q528693, and the attached Texas DIR-CPO-4699
Customer Addendum to Purchase Order;
3. This Cooperative Purchase Agreement; 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. For the avoidance of doubt the terms and conditions of this Agreement may
not conflict or diminish any terms and conditions of the DIR Contract. In the event of conflict or
inconsistency between a term in this Agreement and the DIR Contract, the term of the DIR Contract
supersedes and controls. 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 pricing index in Exhibit A and the provisions of
this Agreement. Total payment made annually under this Agreement by City shall not exceed One
Hundred Thousand and 00/100 dollars ($100,000.00). Vendor shall not provide any additional items or
services or bill for expenses incurred for City not specified by Exhibit A and this Agreement unless City
requests and approves in writing the additional costs for such items, services, and/or expenses. 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 effective beginning on the date signed by the Deputy City
Manager below ("Effective Date") and ending one (1) year from the Effective Date, City shall be able
to renew this agreement for two (2) one-year options by written agreement of the parties.
At no additional cost to the City, Vendor shall make available at reasonable times and upon
reasonable notice, books, documents, papers and records, including, but not limited to, all electronic
records involving transactions directly pertinent to the City's procurement of the Products and Services
associated to this Agreement which shall be kept current by Esri pertaining to the contract for purposes
of inspecting, monitoring, auditing, or evaluating by the City, 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..
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
Cooperative Purchase OFFICIAL RECORD Pagel of 11
CITY SECRETARY
FT. WORTH, TX
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:
Cooperative Purchase Page 2 of 11
To CITY:
City of Fort Worth
Attn: Mark McDaniel, Deputy City Manager
200 Texas Street
Fort Worth, TX 76102-6314
Facsimile: (817) 392-8654
With copy to Fort Worth City Attorney's Office
at same address
To VENDOR:
Environmental Systems Research Institute, Inc.
ATTN: Legal Department
380 New York Street
Redlands, CA. 92373
Facsimile: N/A
Cooperative Purchase Page 3 of 11
The undersigned certifies that he or she has the power and authority to execute this Agreement and
bind the respective Vendor.
CITY OF FORT WORTH:
By.
Name: Mark McDaniel
Title: Deputy City Manager
Date: Sep 16, 2024
APPROVAL RECOMMENDED:
S. Trofter (for K. Gunn)
S.Trotter (for K.Gunn) (Sep 13, 202417:17 CDT)
By:
Name: Kevin Gunn
Title: Director, IT Solutions
4.00vvpp��
ATTEST:�ORr0°o
0�o
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Pvo 8=d
bIlnvaa4
By:
Name: Jannette Goodall
Title: City Secretary
VENDOR:
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.
By: Steven Vandever (Sep 13, 202415:24 CDT)
Name: Steven Vandever
Title: Sr. IT Solutions Manager
APPROVED AS TO FORM AND LEGALITY:
By:
Name: Taylor Paris
Title: Assistant City Attorney
CONTRACT AUTHORIZATION:
M&C: N/A
Environmental Systems Research Institute, Inc.
74-
By: Timothy B—al (Sep 13, 202411:55 PDT)
Name: Timothy Brazeal
Title: Manager, Commercial and Government ontracts
Date: Sep 13, 2024
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Cooperative Purchase Page 4 of I
oesn-
S€IEMCE
{]F
WNFRi
Environmental Systems Research Institute, Inr-
30 New York St
Redlands, CA 92373-8104
Phone: 1909j 793-2853
DUNS Number_ M-3134175 CAGE Code: OAMS3
To expedite your order, please attach a copy of
?his quotation to your purchase order -
Quote is valid from: & 1312024 To: f 1/1 V2024
ItilateriaF Qly Term
Exhibit A
Quotation # Q-6 $G 3
Date: September 5. 2024
Customer 41066i1 ContractfDIR-CPO-am
City of Fort Worth
Information Technology SoluuGns. Depl
200 Texas St
Fort Worth, TX 76102-6314
ATTENTIDN: Natalie Watkins
PHONE -
EMAIL natalie.watkinsi$fortwarthtexas.gov
Unit Price Total
10 132 1 Year 1 534,48E-50 $34.450-511
Esrf Advantage Program: Additional M Learning and Service Credits- This produce cannot be purchased without an exisLng
Advantage Program subscrptian.
Subtotal:
534,458.50
Sales Tare
$0.130
Esdmated Snipping and Handling (2 day De4iveryy
$0.130
Contract Price Adjust
$0-DO
Total:
y34,4515.511
This quote fs 5Aject to the terms and conditions of the Stele of Texas contract DIR CFO-4B91#, Esri contract IM298018.1) with the State
of Texas, and the Cooperative Purchase Agreement (Esri contract 00334058.0) between Esri and the City of Fort Worth- Please
reference the contracts on your Purchase Order; no other terms s#talf apply -
in accordance with Section f 8-12(D) ofAppendix A of the DiR Con tract NG. DIR-CFO-4699 {Fs ri A greement Na- 002980 f 8-0J:
Esri requests countersignature of the aftached Texas IDIR-CPO-409 Customer Addendum to Purchase Order. r please
include the counfersignPd addendum AiMM varrr oufchase order in order tar Esri to process the order-
E:W+rotdnxpa air In aPAP`•I+atY wnm-rvang7n-+RAW' .a in.nimxowg
or quest�vsrs contact
accb Blind
Email:
jbfincl esricorn
Phone:
8801 xB8U1
The hems on ths qumation are sutged ter be and governed by the terms of this gWt WDn the mov cum mi product spKift scope of use document
found at ht�salassete.esri.tom€cntenb'dar!ilesrisilesfinedi�9eaallorofcrt so�cifio-fenns�f e3GL'.vdr. and you€ a ram signed agneement
with Esri. If na such agreement rovers any H&m quoted. then Esri's standard terms and rmditians found at htbas:f.-Q .esH ccmMAPS apply to your
purchase of that lem. ff any item is quoted with a muIli-year payment scheduae, then tin less otherwise stated in th is quotation., Customer is required
to maloe ate payments without right of mnoOahu;. Thad -party data sets inducted in a quotation as separately IicensL-d derrrs %MI ordy be prowided
and invoioed if Esri is able 9a provide sudr data and will be subject to the appkab-E t'hird-paffsterrns and oandibons. If Esri is unabie to poivide
any such data sett Cugbxner w6 not be respareible for any further payments for the data set US Federal gouemment eo hies and US gowenwrient
prime €ontad rs auborized under TAR 51.1 may purchase under the terms of Esri s GSA Federal Supply Schedule-Supplernental terms and
omditmns found at hors:r1Ww%-.esand Irml govenwrierq pwdrases. All 4Ehms
of this quotation will be incorporated into and become part of any adddkm; l agreement repc&-g Esri's oPoerings. Acceptance ofthis quotation is
limited fa the terms of this quotation. Esri objects to and: expressly re?eas any different or add•tiona I bears contained in any parrhase order, other,
or oonfrrmaffan sent to or to be sent by buyer. Unwss prohibited bylaw. the quotation information is confidential aM may not be copied or released
vhL-r than for the express purpose of system select►cra arm purchaseAioense. The inFomcatien may not ire g en to oulside parties or used fo- any
olherpurpase without consentfwm Esri. Deliaery is FOB Origin for ousmmers located in the USA
BLINDJ Ttris offer is limited to the terrors and conditions incorporated and attached herein.
Cooperative Purchase Page 5 of l l
ri WMEACr
PF
A'NCRi
= ! AM Systems Research Institute, Inc-
38-0 New York St
Redlands. CA 92373-01D0
Phone- 1909) 793-2853
DUNS Number &G-313-4175 GAGE Code: OAMS3
To expedite your order, Please attach a copy of
this quota6Drr to your purahase order -
Quote is valid from: CA 412024 To 9112/2024
Irlateriat Qtyr
M558 1
Quotation # Q-624570
Date: June 14, 2fl24
tiustomer # 2126137 Contract # DIR-CP0-4f399
City of Fart 'North
Ptanninp Dept
1 ODD Thfockmortm St
Fort Worth, TX 701112-0312
ATTENTION: Natalie Watkins
PHONE (817) d71-BOO:
E-MAIL: natal-ie.watkinsQfortwarthtexas-gov
ArcGIS Warktlow Manager ServerAikvanced Up to Four Cores AnrwW Subscription
Unit Price
S 10, 902-61
Subtotal:
Sales Tax
_� 111: , : i.:ping and Handling (2 day Deliveryj':
Contract Price Adjust
Total:
Total
,M.9B2-B1
$0-Ofl
30-DO
�D'Jffl
;1 D,962-61
This quote is subject to the terms artd candl4ons of the Stale of Texas co ntrect DI,- -, -; ' -I- � :..1. zu4i contract DD2981318-1) with the SLve
of Texas, and the Cooperative Purchase. ., . - - jEsri canhact 101)33405&10} between Esri and the City of Fort Worth. Please
reference the contracts an your Purchase Order; no other teams shall apply -
In accordance with Section 10-12(D) of Appendix A of the MR Contract No- DJR-CP0-4695 Esri Agreement No- 00298019-0),
Esri requests countersignature offhe attached Texas Otft-CF0-4698 CustamerAddendum to Pumhafie Order-' Please
include the countersigned addendum within your Purchase order in order for Esri to process the order-
EM mil hw" a leyG am aor In mokeyroprum
For questions contact: Email: phone:
Erin Fsir efair esri.cam (9DO)M-2853x1263
The &grmnn Ihs quorakKt are subjedt.. . I by tjre terms olks quotation, V . , . - . -. . ' .. id sped - ... . i .... ..
fatmd at ht+saiassetr.esri ramu€antenF'daanFesrsitesrmedia9eoat}prod�i�srrec€�emts ofarsa'e300.yd,'. and yaotrappFcable signed agreement
with Esri. Pf na suds ageernent rovers any item quated, then Est I � mr :-f_ t rrrys and mnditians found at hhm: r,'ya.esri mrn,rMAPS apply to your
purchase of that item. if any Rem is quoLad wf n a nar payanerg sched.l Le, then unress otherwise sta6ad in This quotation, Cushemku is requirQd
to make all payments without nght of camelabm. ftdkkOrly data sets inouded in a quolafion as separately licensed iterns will otuy be provided
and invoiced if Esri is able to provide such daa and will be subjed<fb the applicable third-party's terms and condibnns. If Esri is unable to pnnrade
any such data gat UsMf& wall not be respa Bible `br any furttrer payments for the data set US fedeeal go . 0 -A, ities and US garemment
prime €antracbm auHioriaed under FAR 51.1 may purchase ender the teams of Esri s GSA Federal Supply 5€hedtde-Supplemerdal teams and
omdihms found at htt a-.,,.esd.€orrl;eirus!le;a.%--rrrs,"state-suUpkmenta apply ba spine US s and lo€al cpye rnentpuF t aco AN lenas
of this quatebm will be inmrpDrated nto and become part of any additiahal agreement regarding Esri's offerings. Acceptance of this clumation is
limited to the terms of this quotation. Esri abje€ s to and expressly r"Pas any different or addrlional terms contained in any prrr base order, ofk-r,
or Dm1iirmadon sent to or to to sent by buyer. Unless prohibited by law, the quotation inhzmation is conlidenkal and may not be copied or released
oNeer than far the eXPM&s Purpose Of system seleclkm and pu€haseAiorrrse. The infatuation may not be grvai to out de parties or used far any
adrerpurpDse wideout consent from Esri. Delivery is FOB Origin for atODmoers located in Ube USA
FAIRE This offer is limited to the terms an d oui n„ sorts .nc orporareg and aumianea nevem
Cooperative Purchase Page 6 of 11
r MAW
sri- oFrn,cc
wr►+r wr
Texas DIR -CIIO-4699 Customer Addenalum to Purchase Order (tire "LOL Addendum" I
Pursayant to Section 12(c) of 'DIR Contract No- DIR-CP0-4699 (the "DIR Contract"), Environmental Systems
Research Institute, Inc. ("Esri" or "Successful Respondent") and the State of Texas, acting by and through
the Department of Information Resources (" DIR") have agreed to authorized exceptions to Section 10-12
('Limitation of Liability") of Appendix A to the DIR Contracf-
WHEREAS. Esri and DIR have agreed Esri and a Customer may include in a Purchase 0fder a term Iimifing Esrrs
6andlity to Customer for damages in any claim or cause of action arising under or retated to such Purchase Order
and to limit Esri's RabHity to Customer for indemnification requirements under Section 10.1-1(A)fie) of the DIR
Contract, provided such terms may only be valid if stated on a standalone page signed by both parties and attached
to or incorporated by reference into the corresponding Purchase Order; and
WHEREAS, Customer is procuring Esri Offerings or Services from Esri under the air Contract as a Customer and
the parties wish to further limit Esr?a liability to the Purchnse Order this LOL Addendum is attached to or referenced
therein;
NOW THEREFORE, the parties agree to the following-
1 _ Successful Respondents liability for damages in any claim or cause of action arising under or related to th e
Purchase Order shall not exceed two-times the total value of the Purchase Order- Such value includes all
amounts paid and amounts to be paid over the life of the Purchase Order to Successful Respondent by
such Customer as describeed in the Purchase Order.
2. Notwithstanding the foregoing or anything to the contrary herein, any limitation of Successful respondent's
loability contained herein snail not apply Co. claims of bodily injury, violation of intellectual properly rights
including but not limited to patent, trademark, or copyright infringement; indemnification requirements under
the DIR Contract, except as allowed by subsection 10.12{D) of the DIR Contract; and violation of State or
Federal law including but not limited to disclosures of confidential information and any penalty of any kind
IawFuly assessed as a result of such viaration-
3. Successful Respondent's liability to for damages in any daim or cause of action arising under or related to
the Purchase Order for indemnification requirements under Section 10-1-1aA)(fl of the DIR Contract shall
not exceed (i) $1 million or (ii) two-times the total value of the Purchase Order, whichever is greater- Such
limitation shall be distinct and calculated separatety from any limitation inducted pursuant to
Section 1CL12(8) of the DIR CoancL CUSTOMER HAS CONSULTED WITH LEGAL COUNSEL AND
CAREFULLY CONSIDERED POTENTIAL RISKS ASSOCIATED WITH A DATA BREACH TO
DETERMINE LIMITATIONS APPROPRIATE FCRTHIS PURCHASEORIDER.
4. The term of this LOL Addendum will commence on the final signature date between the parties below and
shall remain in effect until the expiration or termination of the alit Contract-
0-082
JINTEHMNAL SLANtq
Page 1 of 2
Au" 1. 2U" 3
Cooperative Purchase Page 7 of 11
The parties may sign this LOL Addendum in counterparts or via electronic signatures; Duch execution is valid even
if an Original paper document bearing both parties' original signa€ores is not derrrered. This LOL Addendum is
executed and effective as of the date of Customer signature bellow_
The authorized representatives of each party accept and agree to the terms of this LOL Addendum by sagrdng
below:
Accepted and Agreed
City of Fort Worth ENVIRONMENTAL SYSTEMS
RESEARCH INSTITUTE, INC_
(C ustt me 11 (Esri)
4pr eo
h4a rk hfcDan iei �h-
Printed #+lame= Printed Name: Tsmisa Greeninn
Deputy City Manager
Title: Title: director. Contracts and Leaai
Date Sep 16, 2024
G-OW Pape 2 & 2
August 1. M23
Cooperative Purchase Page 8 of 11
Exhibit B
Cooperative agreement
DIR-CPO-4699-Contract.odf (widen.net)
Contract Number
DIR-CPO-4699
Vendor i nformation
Environmental Systems
Research Institute, Inc.
(ESRl)
Vendor 11): 1952775732200
HUB Type: Mon HUB
RFO: DIR-CP0-TMP-4-"
Contract Status: Active
VENDOR CONTACT:
Traci Tracey C-f
Phone: (210) 499-1844
Vendor Website r?
Contract Start Date: 07118l22 fl
Contract Term Date: 07118/26 (Y)
Contract Expiration Date: 07/18/27 Q
DIR CONTACT:
Jacqueline Torres [,r
Phone: (512) 475-4588
Cooperative Purchase Page 9 of 11
Exhibit C
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., 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.
J Name of vendor who has a business relationship with local governmental entity.
Environmental Systems Research Institute, Inc. (Esri)
J
❑ Checkthis 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.)
J Name of local government officer about whom the information is being disclosed.
None
Name of Officer
J 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.
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?
F]Yes ® 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?
E]Yes FIND
J 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.
J
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).
J
zja' Sep 13, 2024
Timothy Bra—,[ ISep 13, 202411-55 PDT;
Signature of vendor doing business with the governmental entity Date
Mnnnyer Commercial k. Governnent C'nntmets
Form provided by Texas Ethics Commission www.ethics.state.tx.us Revised 11/30/2015
Cooperative Purchase Page 10 of 11
CONFLICT OF INTEREST QUESTIONNAIRE
For vendor doing business with local governmental entity
Acomplete copy of Chapter 176 of the Local Government Code may be found at http://www.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 S 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;
(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) Avendor 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
Cooperative Purchase Page 11 of 11
Master Agreement
Final Audit Report
Created: 2024-09-13
By: Thomas Amrine (tamrine@esri.com)
Status: Signed
Transaction ID: CBJCHBCAABAAhvmMpifYfkd8MSVK4Jy_bgRegmXe7ldt
"Master Agreement" History
Document created by Thomas Amrine (tamrine@esri.com)
2024-09-13 - 6:45:50 PM GMT- IP address: 13.110.78.8
Document emailed to Timothy Brazeal (Tbrazeal@esri.com) for signature
2024-09-13 - 6:47:05 PM GMT
Email viewed by Timothy Brazeal (Tbrazeal@esri.com)
2024-09-13 - 6:54:56 PM GMT- IP address: 104.47.56.126
=; Document e-signed by Timothy Brazeal (Tbrazeal@esri.com)
Signature Date: 2024-09-13 - 6:55:50 PM GMT - Time Source: server- IP address: 76.175.87.7
Agreement completed.
2024-09-13 - 6:55:50 PM GMT
2024-09-13
a Adobe Acrobat Sign