The Provision of a GIS System (RC-CPU-24-266)
Renfrewshire Council · 3 April 2025
Back to Finance, Resources and Customer Services Policy Board — 3 April 2025 and its agenda
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___________________________________________________________________ To: Finance, Resources and Customer Services Policy Board On: 3 April 2025 ___________________________________________________________________ Report by: The Chief Executive and the Director of Finance and Resources ___________________________________________________________________ Heading: The Provision of a GIS System (RC-CPU-24-266) –Revised liability limits and change of Contract Period ___________________________________________________________________ 1. Summary 1.1 The purpose of this report is to seek approval from the Finance, Resources and Customer Services Policy Board to approve the revised limitation of liabilities for this Contract and to Change the Contract Period. 1.2 The original contract for the Provision of a GIS System (RC-CPU-24- 266) was approved by the Finance, Resources and Customer Services Policy Board meeting on 13 February 2025. 1.3 The reasons for the revised limit of liability are set out in section 3 of this report. __________________________________________________________________ 2. Recommendations 2.1 It is recommended that the Finance, Resources and Customer Services Policy Board: 2.1.1 Approves a change of the Contract Period to 35 months from 1 May 2025 to 31 March 2028. 2.1.2 Approves the revised liability cap as contained in the Master Agreement which applies to the US Licenced products for the Provision of a GIS System (RC-CPU-24-266) as follows:
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a) Neither Customer, Esri, not any Esri authorised distributor third party licensor will be liable for any indirect, special, incidental or consequential damages; lost profits; lost sales; loss of goodwill or costs of procurement of substitute goods or services. b) Neither Customer, Esri, not any Esri authorised distributor third party licensor will be liable for any direct damages exceeding the applicable licence fees, or current subscription fees, or Service fees paid or owed to Esri during the twelve (12) month period prior to the date upon which the related claim arose. 2.1.3 Approves the liability cap as contained in the General Terms which apply to the UK licenced products and the professional services for the Provision of a GIS System (RC-CPU-24-266) as follows: • Each party’s total aggregate liability to the other in contract tort including negligence) or otherwise under an Order will be limited to a sum equal to 110% of the Charges payable by the Customer pursuant to such Order. • Neither party shall have any liability to the other in contract, tort (including negligence) or otherwise arising out of or in connection with this Agreement or any Loss of data including without limitation Customer Data 2.1.4 Approves the liability cap as contained in the UK Software Licence Agreement which apply to the UK Data Loader product for the Provision of a GIS System (RC-CPU-24-266) as follows: Licensor’s total cumulative liability to the Licensee under this Licence, shall in no event exceed 110% of the amount paid by to Licensor for the Software. 3. Background 3.1 The Council currently utilises a suite of GIS software products which are produced by Environmental Systems Research Institute Inc (ESRI Inc.) and supplied under licence by their sole UK distributor ESRI (UK) Limited. As the products are bespoke to ESRI Inc, the Council conducted a negotiated procedure to purchase the Enterprise Licence Agreement via their national UK distributor ESRI (UK) Limited.
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3.2 A recommendation to Award this Contract was presented at the Finance Resources and Customer Services Policy Board on 13 February 2025, however, during further review of the proposed terms and conditions, a liability cap has been identified, for which approval was not sought at the February 2025 Policy Board meeting. This report recommends that Members accept the liability cap proposed and identified at Recommendation 2.2. As the system is made up of a number of different products, there are different terms and liability caps that apply to each. 3.3 The costs and charges in respect of this Contract will be funded by the Chief Executives Policy and Partnerships Budget. Due to the remodelling of the previous licence structure for the GIS services requirement, the Council will benefit from a reduced annual cost for these licences which will be £80,671 excluding VAT in year 1 of the Contract, £66,121 excluding VAT in year 2 and £69,426 excluding VAT in year 3 and these will be the figures applicable for the liability cap each year with exception to the liability cap for the UK Data Loader product, as referenced in section 2.1.4 of this report, which accounts for £15,000 a year of the overall contract value. 3.4 A number of products form the GIS software system, each are governed by different terms and conditions. Therefore, the award of this Contract is subject to the Council agreement of the Supplier’s Small Enterprise Agreement Local Government Licence, Master Agreement, the General Terms and the Esri UK Software Licence Agreement as use of these GIS services requires the Council to agree these Supplier terms and conditions and the Master Agreement so referenced. 3.5 As there is no delegation under the Scheme of Delegated functions for any Council Officer to approve any liability caps on behalf of the Council for Contracts with a value of above the GPA Threshold, this report is submitted to request approval to revise the cap in liabilities as noted in recommendation 2.1 above. Implications of the Report 1. Financial The maximum approved Contract value of £216,218 excluding VAT for the full Contract period, this includes costs of £80,671 excluding VAT in year 1 of the Contract, £66,121 excluding VAT in year 2 and £69,426 excluding VAT in year 3 and these will be the figures applicable for the liability cap each year with exception to the liability cap for the UK Data
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Loader product, as referenced in section 2.1.4 of this report, which accounts for £15,000 a year of the overall contract value. 2. HR & Organisational Development None arising directly from this report. 3. Community/Council Planning – Working together to improve outcomes – this Contract will ensure the Council takes advantage of new technologies to deliver better and more efficient services. 4. Legal This procurement exercise was conducted under the negotiated procedure of The Public Contracts (Scotland) Regulations 2015 and the requirements of the Council’s Standing Orders relating to Contracts. The award of this Contract is subject to the Council agreement of the Supplier’s Small Enterprise Agreement Local Government Licence once agreed by the Council. 5. Property/Assets No property/assets implications have arisen or are anticipated as this will be a cloud based hosted system. 6. Information Technology This Contract will ensure continuation of the licensing of the GIS software system, avoiding disruption to the service should the current contract expire with no subsequent Contract in place. 7. Equality & Human Rights None arising directly from this report 8. Health & Safety None arising directly from this report 9. Procurement For Contracts with a value of above the GPA Threshold, there is no delegation to officers to accept liability limits, so Members are asked to agree these terms. 10. Risk The liability caps outlined in Section 2 of this report will apply to this Contract.
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11. Privacy Impact None arising directly from this report. 12. Climate Risk None arising directly from this report. 13. Children’s Rights None arising directly from this report. 14. Cosla Policy Position None arising directly from this report. _________________________________________________________ List of Background Papers Contract Authorisation Report for the Provision of a GIS System (RC-CPU-24-266) 13 February 2025 ____________________________________________________ Author: Rachel Davison, Digital Category Manager, Rachel.davison@renfrewshire.gov.uk