5466 ESRI License Agreement 3.7.17
Docusign City Council Transmittal Coversheet
File Name
Purchasing Contact
City Council Target Date
Contract Value
Piggy Back Option
Contract Expiration
DocuSign Envelope ID: 3F000264-763A-41F4-A8DF-5E4B4D9BDE20
5466
Rebecca Hunter
File
$153,000
Three year renewal for ESRI License Agreement
March 7, 2017
no
March 7, 2020
FILE 5466 – Amendment #1 Page 1 of 2
THE STATE OF TEXAS §
§
COUNTY OF DENTON §
FIRST AMENDMENT TO CONTRACT
BY AND BETWEEN THE CITY OF DENTON, TEXAS
AND ENVIRONMENTAL SYSTEMS RESEARCH INSTITUTE, INC.
[FILE NO. 5466]
THIS FIRST AMENDMENT TO CONTRACT 5466 (“Amendment”) by and
between the City of Denton, Texas (“Licensee”) and ENVIRONMENTAL SYSTEMS
RESEARCH INSTITUTE, INC. (“Esri”);
The Licensee deems it necessary to further expand the goods/services provided by
Esri to Licensee;
NOW THEREFORE,
1. Exhibit A, “QUOTATION 20499998”, is incorporated into this agreement
as the First Amendment, and attached hereto.
2. The revised not to exceed amount is $ 153,000, which is calculated by
adding the prior 3-year price of $75,000 with the newly quoted 3-year term
of $78,000 found in Exhibit A.
3. The term of Contract 5466 is hereby extended an additional 3 years, as stated
in Exhibit A.
4. Table A, List of Products, incorporated within Exhibit A, hereby replace the
prior Table A.
5. The Other Benefits Table, incorporated within Exhibit A, hereby replace the
prior Other Benefits Table.
All other provisions of the contract 5466, as heretofore amended, remain in full force and
effect.
IN WITNESS WHEREOF, the Licensee and Esri, have each executed this
Amendment, by and through their respective duly authorized representatives and officers
on this date
___________________.
DocuSign Envelope ID: 3F000264-763A-41F4-A8DF-5E4B4D9BDE20
March 7, 2017
FILE 5466 – Amendment #1 Page 2 of 2
“Licensee”
CITY OF DENTON, TEXAS
A Texas Municipal Corporation
By: __________________________________
TODD HILEMAN
CITY MANAGER
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
By: __________________________________
APPROVED AS TO LEGAL FORM:
AARON LEAL, INTERIM CITY ATTORNEY
By: ___________________________________
“Esri”
ENVIRONMENTAL SYSTEMS RESEARCH INSTITUTE, INC.
A California Corporation
By: _________________________________
AUTHORIZED SIGNATURE, TITLE
DocuSign Envelope ID: 3F000264-763A-41F4-A8DF-5E4B4D9BDE20
Manager, Domestic Contracts
January 5, 2017
Mr. Trey Price
City of Denton
1659 Spencer Rd
Denton, TX 76205
Dear Trey,
The Esri Small Utility Enterprise License Agreement (ELA) is a three‐year agreement that will grant your
organization access to Esri® term license software on an unlimited basis including maintenance on all
software offered through the ELA for the term of the agreement. The ELA will be effective on the date
executed and will require a firm, three‐year commitment.
Based on Esri's work with several organizations similar to yours, we know there is significant potential to
apply geographic information system (GIS) technology in many operational and technical areas within
your organization. For this reason, we believe that your organization will greatly benefit from an
enterprise license agreement.
An ELA will provide your organization with numerous benefits including:
A lower cost per unit for licensed software
Substantially reduced administrative and procurement expenses
Maintenance on all Esri software deployed under this agreement
Complete flexibility to deploy software products when and where needed
The following business terms and conditions will apply:
All current departments, employees, and in-house contractors of the organization will be eligible
to use the software and services included in the ELA.
If your organization wishes to acquire and/or maintain any Esri software during the term of the
agreement that is not included in the ELA, it may do so separately at the Esri pricing that is
generally available for your organization for software and maintenance.
The organization will establish a single point of contact for orders and deliveries and will be
responsible for redistribution to eligible users.
The organization will establish a Tier 1 support center to field calls from internal users of Esri
software. The organization may designate individuals as specified in the ELA who may directly
contact Esri for Tier 2 technical support.
The organization will provide an annual report of installed Esri software to Esri.
Esri software and updates that the organization is licensed to use will be automatically available
for downloading.
Exhibit A
DocuSign Envelope ID: 3F000264-763A-41F4-A8DF-5E4B4D9BDE20
Small Utility ELA 2
The organization will act as an Esri reference site and will permit Esri to publicize its use of Esri
software and services.
The fee and benefits offered in this ELA proposal are contingent upon your acceptance of Esri’s
Small Utility ELA terms and conditions.
Licenses are valid for the term of the ELA.
The terms and conditions in this Small Utility ELA offer are for utilities with a total meter/subscriber
count which falls under the applicable tier in the Esri ELA Small Utility Program. By accepting this offer,
you confirm that your organization’s meter count falls within this range on the date of signature and that
you are therefore eligible for this pricing. If your organization's meter/subscriber count does not fall
within this range, please confirm your current meter/subscriber count, and Esri will provide a revised
quotation.
This program offer is valid for 90 days. To complete the agreement within this time frame, please contact
me within the next seven days to work through any questions or concerns you may have. To expedite
your acceptance of this ELA offer:
1. Sign and return the whole agreement per the instructions in the terms and conditions.
2. On the first page of the ELA, identify the central point of contact/agreement administrator. The
agreement administrator is the party that will be the contact for management of the software,
administration issues, and general operations. Information should include name, title (if
applicable), address, phone number, and e-mail address.
3. In the purchase order, identify the "Ship to" and "Bill to" information for your organization.
4. Send the purchase order and agreement to the address, email or fax noted below:
Esri
Attn: Customer Service SU-ELA
380 New York Street
Redlands, CA 92373-8100
e-mail: service@esri.com
fax documents to: 909-307-3083
I appreciate the opportunity to present you with this proposal, and I believe it will bring great benefits to
your organization.
Thank you very much for your consideration.
Best Regards,
Keith Krall
Exhibit A
DocuSign Envelope ID: 3F000264-763A-41F4-A8DF-5E4B4D9BDE20
(19,5210(17$/6<67(065(6($5&+,167,787(,1&
0DUNHW6WUHHW1(6XLWH
2O\PSLD:$
3KRQH)D[
'8161XPEHU&$*(&RGH$06
Quotation # 20499998
Date:
Customer # 6835 Contract #
&LW\RI'HQWRQ
0XQLFLSDO(OHFWULF
6SHQFHU5G
'HQWRQ7;
$77(17,217UH\3ULFH
3+21(
)$;
7RH[SHGLWH\RXURUGHUSOHDVHDWWDFKDFRS\RI
WKLVTXRWDWLRQWR\RXUSXUFKDVHRUGHU
4XRWHLVYDOLGIURP7R
January 4, 2017
The items on this quotation are subject to the terms set forth herein and the terms of your signed agreement with Esri, if any, or, where applicable, Esri's
standard terms and conditions at www.esri.com/legal, which are incorporated by reference. Federal government entities and government prime
contractors authorized under FAR 51.1 may purchase under the terms of Esri's GSA Federal Supply Schedule. Acceptance is limited to the terms of this
quotation. Esri objects to and expressly rejects any different or additional terms contained in any purchase order, offer, or confirmation sent to or to be
sent by buyer. All terms of this quotation will be incorporated into and become part of any additional agreement regarding Esri's products and services.
If sending remittance, please address to: Esri, File No. 54630, Los Angeles, Ca 90074-4630
This offer is limited to the terms and conditions incorporated and attached herein.KRALLK
For questions contact:Keith Krall Email:kkrall@esri.com Phone:(360) 754-4727 x8951
Esri may charge a fee to cover expenses related to any customer requirement to use a proprietary vendor management, procurement, or invoice program.
114761 1 Meter Counts of 10,001 to 50,000 Small Utility Term Enterprise License
Agreement - Payment Due Year 3
26,000.00 26,000.00
114761 1 Meter Counts of 10,001 to 50,000 Small Utility Term Enterprise License
Agreement - Payment Due Year 1
26,000.00 26,000.00
114761 1 Meter Counts of 10,001 to 50,000 Small Utility Term Enterprise License
Agreement - Payment Due Year 2
26,000.00 26,000.00
Item Total:78,000.00
Material Qty Description Unit Price Total
Estimated Shipping & Handling(2 Day Delivery) :0.00
Contract Pricing Adjust:0.00
Subtotal:78,000.00
Sales Tax:0.00
Total: $78,000.00
Exhibit A
DocuSign Envelope ID: 3F000264-763A-41F4-A8DF-5E4B4D9BDE20
(19,5210(17$/6<67(065(6($5&+,167,787(,1&
0DUNHW6WUHHW1(6XLWH
2O\PSLD:$
3KRQH)D[
'8161XPEHU&$*(&RGH$06
Quotation # 20499998
Date:
Customer # 6835 Contract #
&LW\RI'HQWRQ
0XQLFLSDO(OHFWULF
6SHQFHU5G
'HQWRQ7;
$77(17,217UH\3ULFH
3+21(
)$;
7RH[SHGLWH\RXURUGHUSOHDVHDWWDFKDFRS\RI
WKLVTXRWDWLRQWR\RXUSXUFKDVHRUGHU
4XRWHLVYDOLGIURP7R
January 4, 2017
The items on this quotation are subject to the terms set forth herein and the terms of your signed agreement with Esri, if any, or, where applicable, Esri's
standard terms and conditions at www.esri.com/legal, which are incorporated by reference. Federal government entities and government prime
contractors authorized under FAR 51.1 may purchase under the terms of Esri's GSA Federal Supply Schedule. Acceptance is limited to the terms of this
quotation. Esri objects to and expressly rejects any different or additional terms contained in any purchase order, offer, or confirmation sent to or to be
sent by buyer. All terms of this quotation will be incorporated into and become part of any additional agreement regarding Esri's products and services.
If sending remittance, please address to: Esri, File No. 54630, Los Angeles, Ca 90074-4630
This offer is limited to the terms and conditions incorporated and attached herein.KRALLK
For questions contact:Keith Krall Email:kkrall@esri.com Phone:(360) 754-4727 x8951
Esri may charge a fee to cover expenses related to any customer requirement to use a proprietary vendor management, procurement, or invoice program.
,I\RXKDYHPDGH$1<DOWHUDWLRQVWRWKHOLQHLWHPVLQFOXGHGLQWKLVTXRWHDQGKDYHFKRVHQWRVLJQWKHTXRWHWRLQGLFDWH\RXUDFFHSWDQFH\RXPXVWID[
(VULWKHVLJQHGTXRWHLQLWVHQWLUHW\LQRUGHUIRUWKHTXRWHWREHDFFHSWHG<RXZLOOEHFRQWDFWHGE\\RXU&XVWRPHU6HUYLFH5HSUHVHQWDWLYHLIDGGLWLRQDO
LQIRUPDWLRQLVUHTXLUHGWRFRPSOHWH\RXUUHTXHVW
,I\RXURUJDQL]DWLRQLVD86)HGHUDOVWDWHRUORFDOJRYHUQPHQWDJHQF\DQHGXFDWLRQDOIDFLOLW\RUDFRPSDQ\WKDWZLOOQRWSD\DQLQYRLFHZLWKRXWKDYLQJ
LVVXHGDIRUPDOSXUFKDVHRUGHUDVLJQHGTXRWDWLRQZLOOQRWEHDFFHSWHGXQOHVVLWLVDFFRPSDQLHGE\\RXUSXUFKDVHRUGHU
,QRUGHUWRH[SHGLWHSURFHVVLQJSOHDVHUHIHUHQFHWKHTXRWDWLRQQXPEHUDQGDQ\DOODSSOLFDEOH(VULFRQWUDFWQXPEHUVHJ03$(/$6PDUW%X\*6$
%3$RQ\RXURUGHULQJGRFXPHQW
%<6,*1,1*%(/2:<28&21),507+$7<28$5($87+25,=('722%/,*$7()81'6)25<28525*$1,=$7,21$1'<28$5($87+25,=,1*
(65,72,668($1,192,&()257+(,7(06,1&/8'(',17+($%29(4827(,17+($028172)BBBBBBBBBBB3/866$/(67$;(6,)
$33/,&$%/('212786(7+,6)250,)<28525*$1,=$7,21:,//127+2125$1'3$<(65,
6,192,&(:,7+287$'',7,21$/$87+25,=,1*
3$3(5:25.
3OHDVHFKHFNRQHRIWKHIROORZLQJ
BBB,DJUHHWRSD\DQ\DSSOLFDEOHVDOHVWD[
BBB,DPWD[H[HPSWSOHDVHFRQWDFWPHLIH[HPSWLQIRUPDWLRQLVQRWFXUUHQWO\RQILOHZLWK(VUL
Signature of Authorized Representative
Name (Please Print)
Title
7KHTXRWDWLRQLQIRUPDWLRQLVSURSULHWDU\DQGPD\QRWEHFRSLHGRUUHOHDVHGRWKHUWKDQIRUWKHH[SUHVVSXUSRVHRIV\VWHPVHOHFWLRQDQGSXUFKDVHOLFHQVH7KLVLQIRUPDWLRQPD\QRWEHJLYHQWRRXWVLGH
SDUWLHVRUXVHGIRUDQ\RWKHUSXUSRVHZLWKRXWFRQVHQWIURP(QYLURQPHQWDO6\VWHPV5HVHDUFK,QVWLWXWH,QF(VUL
$Q\HVWLPDWHGVDOHVDQGRUXVHWD[UHIOHFWHGRQWKLVTXRWHKDVEHHQFDOFXODWHGDVRIWKHGDWHRIWKLVTXRWDWLRQDQGLVPHUHO\SURYLGHGDVDFRQYHQLHQFHIRU\RXURUJDQL]DWLRQ
VEXGJHWDU\SXUSRVHV(VUL
UHVHUYHVWKHULJKWWRDGMXVWDQGFROOHFWVDOHVDQGRUXVHWD[DWWKHDFWXDOGDWHRILQYRLFLQJ,I\RXURUJDQL]DWLRQLVWD[H[HPSWRUSD\VVWDWHWD[GLUHFWO\WKHQSULRUWRLQYRLFLQJ\RXURUJDQL]DWLRQPXVW
SURYLGH(VULZLWKDFRS\RIDFXUUHQWWD[H[HPSWLRQFHUWLILFDWHLVVXHGE\\RXUVWDWH
VWD[LQJDXWKRULW\IRUWKHJLYHQMXULVGLFWLRQ
Date
Exhibit A
DocuSign Envelope ID: 3F000264-763A-41F4-A8DF-5E4B4D9BDE20
Esri Use Only:
Cust. Name
Cust. #
PO #
Esri Agreement #
Esri, 380 New York St., Redlands, CA 92373-8100 USA • TEL 909-793-2853 • FAX 909-793-5953
Page 1 of 5 11/04/2016
SMALL ENTERPRISE AGREEMENT
SMALL UTILITY
(E215-2)
This Agreement is by and between the organization identified in the Quotation ("Licensee") and Environmental Systems
Research Institute, Inc. ("Esri").
This Agreement sets forth the terms for Licensee's use of Products and incorporates by reference (i) the Quotation and (ii) the
License Agreement. Should there be any conflict between the terms and conditions of the documents that comprise this
Agreement, the order of precedence for the documents shall be as follows: (i) the Quotation, (ii) this Agreement, and (iii) the
License Agreement. This Agreement shall be governed by and construed in accordance with the laws of the state in which
Licensee is located without reference to conflict of laws principles, and the United States of America federal law shall govern
in matters of intellectual property. The modifications and additional rights granted in this Agreement apply only to the
Products listed in Table A.
Table A
List of Products
Uncapped Quantities
Desktop Software and Extensions
ArcGIS Desktop Advanced
ArcGIS Desktop Standard
ArcGIS Desktop Basic
ArcGIS Desktop Extensions: ArcGIS 3D Analyst,
ArcGIS Spatial Analyst, ArcGIS Geostatistical Analyst,
ArcGIS Publisher, ArcGIS Network Analyst, ArcGIS
Schematics, ArcGIS Workflow Manager, ArcGIS Data
Reviewer
Enterprise Software and Extensions
ArcGIS Enterprise and Workgroup
(Advanced and Standard)
ArcGIS Enterprise Extensions: ArcGIS 3D Analyst,
ArcGIS Spatial Analyst, ArcGIS Geostatistical Analyst,
ArcGIS Network Analyst, ArcGIS Schematics, ArcGIS
Workflow Manager
Enterprise Optional Server
ArcGIS Image Server
Developer Tools
ArcGIS Engine
ArcGIS Engine Extensions: ArcGIS 3D Analyst, ArcGIS
Spatial Analyst, ArcGIS Engine Geodatabase Update,
ArcGIS Network Analyst, ArcGIS Schematics
ArcGIS Runtime (Standard)
ArcGIS Runtime Analysis Extension
Limited Quantities
One (1) Annual Subscription to Esri Developer Network
(EDN) Standard*
Two (2) Esri CityEngine Advanced Single Use Licenses
50 Level 1 ArcGIS Online Named Users
50 Level 2 ArcGIS Online Named Users
10,000 ArcGIS Online Service Credits
50 Level 1 ArcGIS Enterprise Named Users
50 Level 2 ArcGIS Enterprise Named Users
2 Insights for ArcGIS
OTHER BENEFITS
Number of Esri User Conference Registrations provided annually 2
Number of Tier 1 Help Desk Individuals authorized to call Esri 3
Maximum number of sets of backup media, if requested** 2
Number of Seats in ‘Working with Geometric Networks for Utilities’ class 1
Self-Paced e-Learning Uncapped
Five percent (5%) discount on all individual commercially available instructor-led training classes at Esri facilities
purchased outside this Agreement (Discount does not apply to Small Enterprise Training Package.)
*Maintenance is not provided for these items
**Additional sets of backup media may be purchased for a fee
Exhibit A
DocuSign Envelope ID: 3F000264-763A-41F4-A8DF-5E4B4D9BDE20
Page 2 of 5 11/04/2016
Licensee may accept this Agreement by signing and returning the whole Agreement with a signed sales quotation, purchase
order, or other document that matches the Quotation and references this Agreement ("Ordering Document"). ADDITIONAL
OR CONFLICTING TERMS IN LICENSEE'S ORDERING DOCUMENT WILL NOT APPLY, AND THE TERMS
OF THIS AGREEMENT WILL GOVERN. This Agreement is effective as of the date of Esri's receipt of Licensee's
Ordering Document incorporating this Agreement by reference, unless otherwise agreed to by the parties ("Effective Date").
Term of Agreement: Three (3) years
This Agreement supersedes any previous agreements, proposals, presentations, understandings, and arrangements between
the parties relating to the licensing of the Products. Except as provided in Article 4—Product Updates, no modifications can
be made to this Agreement.
Accepted and Agreed:
(Licensee)
By:
Authorized Signature
Printed Name:
Title:
Date:
LICENSEE CONTACT INFORMATION
Contact: Telephone:
Address: Fax:
City, State, Postal Code: E-mail:
Country:
Quotation Number (if applicable):
Exhibit A
DocuSign Envelope ID: 3F000264-763A-41F4-A8DF-5E4B4D9BDE20
Page 3 of 5 11/04/2016
1.0—ADDITIONAL DEFINITIONS
In addition to the definitions provided in the License
Agreement, the following definitions apply to this
Agreement:
"Deploy", "Deployed" and "Deployment" mean to
redistribute and install the Products and related
Authorization Codes within Licensee's organization(s).
"Fee" means the fee set forth in the Quotation.
"Case" means a failure of the Software or Online
Services to operate according to the Documentation
where such failure substantially impacts operational or
functional performance.
"License Agreement" means the applicable license
agreement for Esri Products incorporated by this
reference that is (i) found at
http://www.esri.com/legal/software-license and available
in the installation process requiring acceptance by
electronic acknowledgment or (ii) a signed Esri license
agreement that supersedes such electronically
acknowledged license agreement.
"Maintenance" means Tier 2 Support, Product updates,
and Product patches provided to Licensee during the
Term of Agreement.
"Product(s)" means the products identified in Table A—
List of Products and any updates to the list Esri provides
in writing.
"Quotation" means the offer letter and quotation
provided separately to Licensee.
"Technical Support" means the technical assistance for
attempting resolution of a reported Case through error
correction, patches, hot fixes, workarounds, replacement
deliveries, or any other type of Product corrections or
modifications.
"Tier 1 Help Desk" means Licensee's point of contact(s)
to provide all Tier 1 Support within Licensee's
organization(s).
"Tier 1 Support" means the Technical Support provided
by the Tier 1 Help Desk.
"Tier 2 Support" means the Technical Support provided
to the Tier 1 Help Desk when a Case cannot be resolved
through Tier 1 Support. Licensee will receive Tier 2
Support from Esri.
2.0—ADDITIONAL GRANT OF LICENSE
2.1 Grant of License. Subject to the terms and
conditions of this Agreement, Esri grants to Licensee
a personal, nonexclusive, nontransferable license
solely to use, copy, and Deploy quantities of the
Products listed in Table A—List of Products for the
term provided on the first page (i) for the applicable
Fee and (ii) in accordance with the License
Agreement.
2.2 Consultant Access. Esri grants Licensee the right to
permit Licensee's consultants or contractors to use the
Products exclusively for Licensee's benefit. Licensee
will be solely responsible for compliance by
consultants and contractors with this Agreement and
will ensure that the consultant or contractor
discontinues use of Products upon completion of
work for Licensee. Access to or use of Products by
consultants or contractors not exclusively for
Licensee's benefit is prohibited. Licensee may not
permit its consultants or contractors to install
Software or Data on consultant, contractor, or third-
party computers or remove Software or Data from
Licensee locations, except for the purpose of hosting
the Software or Data on Contractor Servers for the
benefit of Licensee.
3.0—TERM, TERMINATION, AND EXPIRATION
3.1 Term. This Agreement and all licenses hereunder
will commence on the Effective Date and continue
for the duration identified in the Term of Agreement,
unless this Agreement is terminated earlier as
provided herein. Licensee is only authorized to use
Products during the Term of Agreement. For an
Agreement with a limited term, Esri does not grant
Licensee an indefinite or a perpetual license to
Products.
3.2 No Use upon Agreement Expiration or
Termination. All Product licenses, all Maintenance,
and Esri User Conference registrations terminate on
expiration or termination of this Agreement.
3.3 Termination for a Material Breach. Either party
may terminate this Agreement for a material breach
by the other party. The breaching party will have
thirty (30) days from the date of written notice to
cure any material breach.
3.4 Termination for Lack of Funds. For an Agreement
with government or government-owned entities,
either party may terminate this Agreement before any
subsequent year if Licensee is unable to secure
funding through the legislative or governing body's
approval process.
Exhibit A
DocuSign Envelope ID: 3F000264-763A-41F4-A8DF-5E4B4D9BDE20
Page 4 of 5 11/04/2016
3.5 Follow-on Term. If the parties enter into another
agreement substantially similar to this Agreement for
an additional term, the effective date of the follow-on
agreement will be the day after the expiration date of
this Agreement.
4.0—PRODUCT UPDATES
4.1 Future Updates. Esri reserves the right to update the
list of Products in Table A—List of Products by
providing written notice to Licensee. Licensee may
continue to use all Products that have been Deployed,
but support and upgrades for deleted items may not
be available. As new Products are incorporated into
the standard program, they will be offered to
Licensee via written notice for incorporation into the
Products schedule at no additional charge. Licensee's
use of new or updated Products requires Licensee to
adhere to applicable additional or revised terms and
conditions of the License Agreement.
4.2 Product Life Cycle. During the Term of Agreement,
some Products may be retired or may no longer be
available to Deploy in the identified quantities.
Maintenance will be subject to the individual Product
Life Cycle Support Status and Product Life Cycle
Support Policy, which can be found at
http://support.esri.com/en/content
/productlifecycles. Updates for Products in the
mature and retired phases may not be available.
Licensee may continue to use Products already
Deployed during the Term of Agreement, but
Licensee will not be able to Deploy retired Products.
5.0—MAINTENANCE
The Fee includes standard maintenance benefits during
the Term of Agreement as specified in the most current
applicable Esri Maintenance and Support Program
document (found at http://www.esri.com/legal). At Esri's
sole discretion, Esri may make patches, hot fixes, or
updates available for download. No Software other than
the defined Products will receive Maintenance. Licensee
may acquire maintenance for other Software outside this
Agreement.
a. Tier 1 Support
1. Licensee will provide Tier 1 Support through the
Tier 1 Help Desk to all Licensee's authorized
users.
2. The Tier 1 Help Desk will be fully trained in the
Products.
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. The Tier 1 Help Desk will be the initial points of
contact for all questions and reporting of a Case.
The Tier 1 Help Desk will obtain a full
description of each reported Case and the system
configuration from the user. This may include
obtaining any customizations, code samples, or
data involved in the Case. The Tier 1 Help Desk
may also use any other information and
databases that may be developed to satisfactorily
resolve the Case.
5. If the Tier 1 Help Desk cannot resolve the Case,
an authorized Tier 1 Help Desk individual may
contact Tier 2 Support. The Tier 1 Help Desk
will provide support in such a way as to
minimize repeat calls and make solutions to
problems available to Licensee.
6. Tier 1 Help Desk individuals are the only
individuals authorized to contact Tier 2 Support.
Licensee may change the Tier 1 Help Desk
individuals by written notice to Esri.
b. Tier 2 Support
1. Tier 2 Support will log the calls received from
Tier 1 Help Desk.
2. Tier 2 Support will review all information
collected by and received from the Tier 1 Help
Desk including preliminary documented
troubleshooting provided by the Tier 1 Help
Desk when Tier 2 Support is required.
3. Tier 2 Support 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. Tier 2 Support will attempt to resolve the Case
submitted by Tier 1 Help Desk.
5. When the Case is resolved, Tier 2 Support will
communicate the information to Tier 1 Help
Desk, and Tier 1 Help Desk will disseminate the
resolution to the user(s).
Exhibit A
DocuSign Envelope ID: 3F000264-763A-41F4-A8DF-5E4B4D9BDE20
Page 5 of 5 11/04/2016
6.0—ENDORSEMENT AND PUBLICITY
This Agreement will not be construed or interpreted as an
exclusive dealings agreement or Licensee's endorsement
of Products. Either party may publicize the existence of
this Agreement.
7.0—ADMINISTRATIVE REQUIREMENTS
7.1 OEM Licenses. Under Esri's OEM or Solution OEM
programs, OEM partners are authorized to embed or
bundle portions of Esri products and services with
their application or service. OEM partners' business
model, licensing terms and conditions, and pricing
are independent of this Agreement. Licensee will not
seek any discount from the OEM partner or Esri
based on the availability of Products under this
Agreement. Licensee will not decouple Esri products
or services from the OEM partners' application or
service.
7.2 Annual Report of Deployments. At each
anniversary date and ninety (90) calendar days prior
to the expiration date of this Agreement, Licensee
will provide Esri with a written report detailing all
Deployments. Upon request, Licensee will provide
records sufficient to verify the accuracy of the annual
report.
8.0—ORDERING, ADMINISTRATIVE
PROCEDURES, DELIVERY, AND
DEPLOYMENT
8.1 Orders, Delivery, and Deployment
a.Upon the Effective Date, Esri will invoice Licensee
and provide Authorization Codes to activate the
nondestructive copy protection program that enables
Licensee to download, operate, or allow access to the
Products. If this is a multi-year Agreement, Esri may
invoice the Fee thirty (30) calendar days before the
annual anniversary date for each additional year.
b.Undisputed invoices will be due and payable within
thirty (30) calendar days from the date of invoice.
Esri's federal ID number is 95-2775-732.
c.If requested, Esri will ship backup media to the ship-
to address identified on the Ordering Document, FOB
Destination, with shipping charges prepaid. Licensee
acknowledges that should sales or use taxes become
due as a result of any shipments of tangible media,
Esri has a right to invoice and Licensee will pay any
such sales or use tax associated with the receipt of
tangible media.
8.2 Order Requirements. Esri does not require Licensee
to issue a purchase order. Licensee may submit a
purchase order in accordance with its own process
requirements, provided that if Licensee issues a
purchase order, Licensee will submit its initial
purchase order on the Effective Date. If this is a
multi-year Agreement, Licensee will submit
subsequent purchase orders to Esri at least thirty (30)
calendar days before the annual anniversary date for
each additional year.
a.All orders pertaining to this Agreement will be
processed through Licensee's centralized point of
contact.
b.The following information will be included in each
Ordering Document:
(1) Licensee name; Esri customer number, if known;
and bill-to and ship-to addresses
(2) Order number
(3) Applicable annual payment due
9.0—MERGERS, ACQUISITIONS, OR
DIVESTITURES
If Licensee is a commercial entity, Licensee will notify
Esri in writing in the event of (i) a consolidation, merger,
or reorganization of Licensee with or into another
corporation or entity; (ii) Licensee's acquisition of another
entity; or (iii) a transfer or sale of all or part of Licensee's
organization (subsections i, ii, and iii, collectively referred
to as "Ownership Change"). There will be no decrease in
Fee as a result of any Ownership Change.
9.1 If an Ownership Change increases the cumulative
program count beyond the maximum level for this
Agreement, Esri reserves the right to increase the Fee
or terminate this Agreement and the parties will
negotiate a new agreement.
9.2 If an Ownership Change results in transfer or sale of
a portion of Licensee's organization, that portion of
Licensee's organization will transfer the Products to
Licensee or uninstall, remove, and destroy all copies
of the Products.
9.3 This Agreement may not be assigned to a successor
entity as a result of an Ownership Change unless
approved by Esri in writing in advance. If the
assignment to the new entity is not approved,
Licensee will require any successor entity to
uninstall, remove, and destroy the Products. This
Agreement will terminate upon such Ownership
Change.
Exhibit A
DocuSign Envelope ID: 3F000264-763A-41F4-A8DF-5E4B4D9BDE20
Certificate Of Completion
Envelope Id: 3F000264763A41F4A8DF5E4B4D9BDE20 Status: Completed
Subject: Please DocuSign: City Council Amendment 5466 - ESRI, Inc.
Source Envelope:
Document Pages: 12 Signatures: 4 Envelope Originator:
Supplemental Document Pages: 0 Initials: 0 Rebecca Hunter
Certificate Pages: 6
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-08:00) Pacific Time (US &
Canada)
Payments: 0 rebecca.hunter@cityofdenton.com
IP Address: 129.120.6.150
Record Tracking
Status: Original
2/14/2017 9:11:47 AM
Holder: Rebecca Hunter
rebecca.hunter@cityofdenton.com
Location: DocuSign
Signer Events Signature Timestamp
Rebecca Hunter
rebecca.hunter@cityofdenton.com
Senior Buyer
City of Denton
Security Level: Email, Account Authentication
(Optional)
Completed
Using IP Address: 129.120.6.150
Sent: 2/22/2017 7:17:15 AM
Viewed: 2/22/2017 7:17:24 AM
Signed: 2/22/2017 7:21:02 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
ID:
Chris Johnson
cjohnson@esri.com
Manager, Domestic Contracts
Security Level: Email, Account Authentication
(Optional)Using IP Address: 198.102.62.250
Sent: 2/22/2017 7:24:25 AM
Viewed: 2/22/2017 9:22:21 AM
Signed: 2/22/2017 9:24:26 AM
Electronic Record and Signature Disclosure:
Accepted: 2/22/2017 9:22:21 AM
ID: 672827de-1867-4b0f-9796-d5e6d138ee16
John Knight
john.knight@cityofdenton.com
Deputy City Attorney
City of Denton
Security Level: Email, Account Authentication
(Optional)
Using IP Address: 129.120.6.150
Sent: 2/22/2017 9:24:29 AM
Viewed: 2/22/2017 9:50:41 AM
Signed: 2/22/2017 9:50:51 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
ID:
Julia Winkley
julia.winkley@cityofdenton.com
Contracts Administration Supervisor
City of Denton
Security Level: Email, Account Authentication
(Optional)
Completed
Using IP Address: 129.120.6.150
Sent: 2/22/2017 9:50:53 AM
Viewed: 2/22/2017 2:59:32 PM
Signed: 3/8/2017 6:29:42 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
ID:
Signer Events Signature Timestamp
Todd Hileman
Todd.Hileman@cityofdenton.com
Security Level: Email, Account Authentication
(Optional)
Using IP Address: 129.120.6.150
Sent: 3/8/2017 6:29:47 AM
Viewed: 3/8/2017 9:51:48 AM
Signed: 3/8/2017 9:51:56 AM
Electronic Record and Signature Disclosure:
Accepted: 2/8/2017 4:52:51 PM
ID: 8154723a-9757-4d53-a4b5-794656233671
Jane Richardson
jane.richardson@cityofdenton.com
Assistant City Secretary
City of Denton
Security Level: Email, Account Authentication
(Optional)
Using IP Address: 129.120.6.150
Sent: 3/8/2017 9:51:58 AM
Resent: 3/9/2017 8:06:24 AM
Viewed: 3/9/2017 1:10:09 PM
Signed: 3/9/2017 1:10:34 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
ID:
In Person Signer Events Signature Timestamp
Editor Delivery Events Status Timestamp
Agent Delivery Events Status Timestamp
Intermediary Delivery Events Status Timestamp
Certified Delivery Events Status Timestamp
Carbon Copy Events Status Timestamp
Erick Arial
earial@esri.com
Security Level: Email, Account Authentication
(Optional)
Sent: 2/22/2017 7:24:28 AM
Viewed: 3/6/2017 1:32:39 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
ID:
Sherri Thurman
sherri.thurman@cityofdenton.com
Security Level: Email, Account Authentication
(Optional)
Sent: 2/22/2017 9:24:27 AM
Viewed: 2/22/2017 9:27:16 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
ID:
Julia Winkley
julia.winkley@cityofdenton.com
Contracts Administration Supervisor
City of Denton
Security Level: Email, Account Authentication
(Optional)
Sent: 2/22/2017 9:24:28 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
ID:
Jane Richardson
jane.richardson@cityofdenton.com
Security Level: Email, Account Authentication
(Optional)
Sent: 3/8/2017 6:29:44 AM
Carbon Copy Events Status Timestamp
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
ID:
Robin Fox
Robin.fox@cityofdenton.com
Security Level: Email, Account Authentication
(Optional)
Sent: 3/8/2017 6:29:45 AM
Electronic Record and Signature Disclosure:
Accepted: 10/9/2015 11:39:51 AM
ID: 04463961-03db-4c4d-9228-d660d6146ed6
Jennifer Bridges
jennifer.bridges@cityofdenton.com
Procurement Assistant
City of Denton
Security Level: Email, Account Authentication
(Optional)
Sent: 3/9/2017 1:10:36 PM
Viewed: 3/13/2017 12:34:28 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
ID:
Jane Richardson
jane.richardson@cityofdenton.com
Security Level: Email, Account Authentication
(Optional)
Sent: 3/9/2017 1:10:38 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
ID:
Sam Mall
sam.mall@cityofdenton.com
Security Level: Email, Account Authentication
(Optional)
Sent: 3/9/2017 1:10:41 PM
Viewed: 3/9/2017 2:29:16 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
ID:
Keith Krall
kkrall@esri.com
Security Level: Email, Account Authentication
(Optional)
Sent: 3/9/2017 1:10:42 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
ID:
Notary Events Timestamp
Envelope Summary Events Status Timestamps
Envelope Sent Hashed/Encrypted 3/9/2017 1:10:42 PM
Certified Delivered Security Checked 3/9/2017 1:10:42 PM
Signing Complete Security Checked 3/9/2017 1:10:42 PM
Completed Security Checked 3/9/2017 1:10:42 PM
Payment Events Status Timestamps
Electronic Record and Signature Disclosure
ELECTRONIC RECORD AND SIGNATURE DISCLOSURE
From time to time, City of Denton (we, us or Company) may be required by law to provide to
you certain written notices or disclosures. Described below are the terms and conditions for
providing to you such notices and disclosures electronically through your DocuSign, Inc.
(DocuSign) Express user account. Please read the information below carefully and thoroughly,
and if you can access this information electronically to your satisfaction and agree to these terms
and conditions, please confirm your agreement by clicking the 'I agree' button at the bottom of
this document.
Getting paper copies
At any time, you may request from us a paper copy of any record provided or made available
electronically to you by us. For such copies, as long as you are an authorized user of the
DocuSign system you will have the ability to download and print any documents we send to you
through your DocuSign user account for a limited period of time (usually 30 days) after such
documents are first sent to you. After such time, if you wish for us to send you paper copies of
any such documents from our office to you, you will be charged a $0.00 per-page fee. You may
request delivery of such paper copies from us by following the procedure described below.
Withdrawing your consent
If you decide to receive notices and disclosures from us electronically, you may at any time
change your mind and tell us that thereafter you want to receive required notices and disclosures
only in paper format. How you must inform us of your decision to receive future notices and
disclosure in paper format and withdraw your consent to receive notices and disclosures
electronically is described below.
Consequences of changing your mind
If you elect to receive required notices and disclosures only in paper format, it will slow the
speed at which we can complete certain steps in transactions with you and delivering services to
you because we will need first to send the required notices or disclosures to you in paper format,
and then wait until we receive back from you your acknowledgment of your receipt of such
paper notices or disclosures. To indicate to us that you are changing your mind, you must
withdraw your consent using the DocuSign 'Withdraw Consent' form on the signing page of your
DocuSign account. This will indicate to us that you have withdrawn your consent to receive
required notices and disclosures electronically from us and you will no longer be able to use your
DocuSign Express user account to receive required notices and consents electronically from us
or to sign electronically documents from us.
All notices and disclosures will be sent to you electronically
Unless you tell us otherwise in accordance with the procedures described herein, we will provide
electronically to you through your DocuSign user account all required notices, disclosures,
authorizations, acknowledgements, and other documents that are required to be provided or
made available to you during the course of our relationship with you. To reduce the chance of
you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required
notices and disclosures to you by the same method and to the same address that you have given
us. Thus, you can receive all the disclosures and notices electronically or in paper format through
the paper mail delivery system. If you do not agree with this process, please let us know as
described below. Please also see the paragraph immediately above that describes the
consequences of your electing not to receive delivery of the notices and disclosures
electronically from us.
Electronic Record and Signature Disclosure created on: 4/20/2015 7:25:38 AM
Parties agreed to: Chris Johnson, Todd Hileman, Robin Fox
How to contact City of Denton:
You may contact us to let us know of your changes as to how we may contact you electronically,
to request paper copies of certain information from us, and to withdraw your prior consent to
receive notices and disclosures electronically as follows:
To contact us by email send messages to: kevin.gunn@cityofdenton.com
To advise City of Denton of your new e-mail address
To let us know of a change in your e-mail address where we should send notices and disclosures
electronically to you, you must send an email message to us at kevin.gunn@cityofdenton.com
and in the body of such request you must state: your previous e-mail address, your new e-mail
address. We do not require any other information from you to change your email address..
In addition, you must notify DocuSign, Inc to arrange for your new email address to be reflected
in your DocuSign account by following the process for changing e-mail in DocuSign.
To request paper copies from City of Denton
To request delivery from us of paper copies of the notices and disclosures previously provided
by us to you electronically, you must send us an e-mail to kevin.gunn@cityofdenton.com and in
the body of such request you must state your e-mail address, full name, US Postal address, and
telephone number. We will bill you for any fees at that time, if any.
To withdraw your consent with City of Denton
To inform us that you no longer want to receive future notices and disclosures in electronic
format you may:
i. decline to sign a document from within your DocuSign account, and on the subsequent
page, select the check-box indicating you wish to withdraw your consent, or you may;
ii. send us an e-mail to kevin.gunn@cityofdenton.com and in the body of such request you
must state your e-mail, full name, IS Postal Address, telephone number, and account
number. We do not need any other information from you to withdraw consent.. The
consequences of your withdrawing consent for online documents will be that transactions
may take a longer time to process..
Required hardware and software
Operating Systems: Windows2000? or WindowsXP?
Browsers (for SENDERS): Internet Explorer 6.0? or above
Browsers (for SIGNERS): Internet Explorer 6.0?, Mozilla FireFox 1.0,
NetScape 7.2 (or above)
Email: Access to a valid email account
Screen Resolution: 800 x 600 minimum
Enabled Security Settings:
•Allow per session cookies
•Users accessing the internet behind a Proxy
Server must enable HTTP 1.1 settings via
proxy connection
** These minimum requirements are subject to change. If these requirements change, we will
provide you with an email message at the email address we have on file for you at that time
providing you with the revised hardware and software requirements, at which time you will
have the right to withdraw your consent.
Acknowledging your access and consent to receive materials electronically
To confirm to us that you can access this information electronically, which will be similar to
other electronic notices and disclosures that we will provide to you, please verify that you
were able to read this electronic disclosure and that you also were able to print on paper or
electronically save this page for your future reference and access or that you were able to
e-mail this disclosure and consent to an address where you will be able to print on paper or
save it for your future reference and access. Further, if you consent to receiving notices and
disclosures exclusively in electronic format on the terms and conditions described above,
please let us know by clicking the 'I agree' button below.
By checking the 'I Agree' box, I confirm that:
• I can access and read this Electronic CONSENT TO ELECTRONIC RECEIPT OF
ELECTRONIC RECORD AND SIGNATURE DISCLOSURES document; and
• I can print on paper the disclosure or save or send the disclosure to a place where I can
print it, for future reference and access; and
• Until or unless I notify City of Denton as described above, I consent to receive from
exclusively through electronic means all notices, disclosures, authorizations,
acknowledgements, and other documents that are required to be provided or made
available to me by City of Denton during the course of my relationship with you.