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2014-066 %(+$1$%$1$-"$%.1, 2014066 AdditionalFileExists AdditionalFileContainsRecordsNotPublic,AccordingtothePublicRecordsAct Other %(+$Ș2ș#§º«(´¯º¯§²¹ FirstAmendmenttoContractɋOrdinanceNo.201707903/07/17JR ITAYOM WHEREAS, Section 252.022 of the Local Government Code provides that procurement of items that are only available from one source, including; items that are only available from one source because of patents, copyrights, secret processes or natural monopolies; films, manuscripts or books; electricity, gas, water and other utility purchases; captive replacement parts or components for equipment; and library materials for a public library that are available only from the persons holding exclusive distribution rights to the materials; and need not be submitted to competitive bids; and WHEREAS, the City Council wishes to procure one or more of the items mentioned in the above paragraph; NOW, THEREFORE, SECTION 1. The following purchase of materials, equipment or supplies, as described in the "File" listed hereon, and on file in the office of the Purchasing Agent, and the license terms attached are hereby approved: FILE NUMBER VENDOR AMOUNT 5466 Environmental Systems Research Institute, Inc. $75,000 SECTION 2. The City Council hereby finds that this bid, and the award thereof, constitutes a procurement of items that are available from only one source, including, items that are only available from one source because of patents, copyrights, secret processes or natural monopolies; films, manuscripts or books; electricity, gas, water and other utility purchases; captive replacement parts or components for equipment; and library materials for a public library that are available only from the persons holding exclusive distribution rights to the materials; and need not be submitted to competitive bids. SECTION 3. The acceptance and approval of the above items shall not constitute a contract between the City and the person submitting the quotation for such items until such person shall comply with all requirements specified by the Purchasing Department. SECTION 4. The City Manager is hereby authorized to execute any contracts relating to the items specified in Section I and the expenditure of funds pursuant to said contracts is hereby authorized. SECTION 5. The City Council of the City of Denton, Texas hereby expressly delegates the authority to take any actions that may be required or permitted to be performed by the City of Denton under File 5466 to the City Manager of the City of Denton, Texas, or his designee. SECTION 6. This ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the 1, -Hj day of 2014, "N' MARK kURIZOUGHS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY BY. APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY ....... ... ... BY: File 5466 SMALL ENTERPRISE LICENSE AGREEMENT SMALL UTILITY File 5466 Authorized Distributor /Esri Use Only: Cust. Name CUSt. # PO # Esri Agreement # 2014UE1289 Esri, 380 New York St„ Redlands, CA 92373 -8100 USA - TEL 909 -793 -2853 • FAX 909- 793 -5953 This Small Enterprise License Agreement ( "ELA ") is by and between the organization listed on the signature page ( "Licensee "); Environmental Systems Research Institute, Inc. ( "Esri "); and, if Licensee is located outside the United States of America (US), the Authorized Distributor listed on the signature page ( "Authorized Distributor "). Authorized Distributor is authorized by Esri to provide access to Online Services and provide ELA Maintenance for Enterprise Products and other benefits, as described herein, to Licensee located outside the US. This ELA sets forth the terms for Licensee's use of Enterprise Products and incorporates by reference (i) the ELA Quotation and (ii) the License Agreement. Should there be any conflict between the terms and conditions of the documents that comprise this ELA, the order of precedence for the documents shall be as follows: (i) Small Enterprise License Agreement, (ii) the License Agreement, and (iii) the ELA Quotation. The modifications and additional rights granted in this ELA apply only to the Enterprise Products listed in Table A. `able A List of rater Irise Products Unlimited Quantities Desktop Software and Extensions ArcGIS for Desktop Advanced ArcGIS for Desktop Standard ArcGIS for Desktop Basic ArcGIS for Desktop Extensions: ArcGIS 3D Analyst, ArcGIS Spatial Analyst, AreGIS Geostatistical Analyst, AreGIS Publisher, ArcGIS Network Analyst, ArcGIS Schematics, ArcGIS Workflow Manager, ArcGIS Data Reviewer Server Software and Extensions ArcGIS for Server Workgroup and Enterprise (Advanced, Standard, and Basic) ArcGIS for Server Extensions: ArcGIS 3D Analyst, ArcGIS Spatial Analyst, ArcGIS Geostatistical Analyst, ArcGIS Network Analyst, ArcGIS Schematics, ArcGIS Workflow Manager, ArcGIS Image Developer Tools AreGIS Engine ArcGIS Engine Extensions: ArcGIS 3D Analyst, ArcGIS Spatial Analyst, ArcGIS Geodatabase Update, ArcGIS Network Analyst, ArcGIS Schematics ArcGIS Runtime Standard ArcGIS Runtime Standard Extensions: AreGIS 3D Analyst, ArcGIS Spatial Analyst, ArcGIS Network Analyst Limited Quantities One (l) Annual Subscription to Esri Developer Network (EDN) Standard* One (1) Esri CityEngine Advanced Single Use License One (1) Esri CityEngine Advanced Concurrent Use License One (1) ArcGIS Online Subscription* thee- Benefits One (1) ArcGIS Online Subscription with specified named users and credits as determined in the Level 2 program description Number of .Esri International User Conference Registrations provided annually 2 �. �m _a . _.... . Number of Tier 1 Help Desk Individuals authorized to call Esri 3 Maximum number of sets of backup media, if requested ** 2 Seats in the Working with Geometric Networks for Utilities class 1 Virtual Campus Annual User License allowance 7,500 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 1 werpt°ise Training Package.) *ELA Maintenance is not provided for these items. * *Additional sets of backup media may be purchased for a fee. E215 -2 (Level 2) Page 1 of 10/16/2013 Licensee may accept this ELA by signing and returning it with an Ordering Document that matches the ELA Quotation and references this ELA. ADDITIONAL OR CONFLICTING TERMS IN LICENSEE'S ORDERING DOCUMENT WILL NOT APPLY, AND THE TERMS OF THIS ELA WILL GOVERN. Unless otherwise mutually agreed to, this ELA is effective as of the date of the last signature on the signature page ("Effective Date"), or if no date is provided with the signature, the date of Est-i's receipt of Licensee's Ordering Document incorporating this ELA by reference. This ELA supersedes any previous agreements, proposals, presentations, understandings, and arrangements between the parties relating to the licensing of the Enterprise Products. Except as provided in Article 4—Enterprise Product Updates, any modifications or amendments to this ELA must be in writing and signed by an authorized representative of each party. This ELA may be executed in duplicate by the parties. An executed separate signature page transmitted through electronic means, such as fax or e -mail, is valid and binding even if an original paper document bearing each party's original signature is not delivered. Accepted and Agreed: CITY OF DENTON (Licensee) By Authorized Signature / 1"', Printed Name:— _ ,. r_ L Title: Date: ENVIRONMENTAL SYSTEMS RESEARCH INSTITUTE, INC, (Esri) J M. Authorized Sitaninifire Printed Name: Rebecca Tanou, Title: Customer Service Manager Date: 2/19/2014 LICENSEE CONTACT INFORMATION Contact: Address: City, State, Postal Code: Country: ELA Quotation Number (if applicable); ANITA BUDGE' M, LEGAL FORM: Telephone: Fax: E-mail: F.215-2 (Level 2) Page 2 o176 10/16/2013 1.0—ADDITIONAL NAL .F'IN T ON In addition to the definitions provided in the License Agreement, the following definitions apply to this ELA: "Deploy" rneans to redistribute and install the Enterprise Products and related Authorization Codes within Licensee's organization(s). "ELA Maintenance" means Tier 2 Support, updates, and patches provided by Esri or its Authorized Distributor to Licensee for the Enterprise Products. "ELA Quotation" means the Small Enterprise License Agreement offer letter and quotation form provided separately by Esri or its Authorized Distributor to Licensee. °'E.LA Fee" means the fee set forth in the ELA Quotation. "Enterprise Products" means the Products identified in Table A —List of Enterprise Products and any updates to such list provided in writing by Esri or its Authorized Distributor. "Incident" means a failure of the Software to operate according to the Documentation where such failure substantially impacts operational or functional performance. "License Agreement" means the applicable license agreement incorporated by this reference that is (i) found at http: / /www.esri.com /legal /software - license; comprised of the General License Terms and Conditions (E204) and Exhibit I, Scope of Use (E300); and available in the installation process requiring acceptance by electronic acknowledgment or (ii) a signed license agreement between Esri, Distributor (if applicable), and Licensee that supersedes such electronically acknowledged license agreement. "Technical Support" means a process to attempt to resolve reported Incidents through error correction; patches; hot fixes; workarounds; replacement deliveries; or any other type of Enterprise Product corrections or modifications. "Tier 1 Help Desk" means Licensee's point of contact from which all Tier l Support will be given to Licensee. "Tier 1 Support" means the Technical Support provided by the Tier l Help Desk as the primary contact to Licensee in attempted resolution of reported Incidents. "Tier 2 Support" means the Technical Support provided by Esri or its Authorized Distributor to the Tier 1 Help Desk when the Incident cannot be resolved through Tier 1 Support. Licensees located in the US will receive Tier 2 Support from Esri. Licensees outside the US will receive Tier 2 Support frorn an Authorized Distributor located in the Licensee's region. 2.0—ADDITIONAL GRANT OF 1ICENSE, 2.1 Grant of License. Subject to the terms and conditions of this ELA, Esri grants to Licensee a personal, nonexclusive, nontransferable Term License solely to use, copy, and Deploy quantities of the Enterprise Products listed in Table A for the term provided in Section 3.1 —Term (i) for which the applicable license fees have been paid 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 Enterprise Products exclusively for Licensee's benefit. Licensee shall be solely responsible for compliance by consultants and contractors with this ELA and shall ensure that the consultant or contractor discontinues Product use 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 Customer locations, except for the purpose of hosting the Software or Data on Contractor Servers for the benefit of Licensee. 3.0—TERM, TERMINATION, AN EXPIRATION 3.1 Term. The term of this ELA and all licenses hereunder shall commence on the Effective Date and continue for three (3) years, unless this ELA is terminated earlier as provided herein. Licensee is only authorized to use Deployed Enterprise Products during the term of this ELA. No indefinite terra or perpetual license grants are provided with this ELA. 3.2 No Use upon Expiration or Termination. All Deployed Enterprise Product licenses and all ELA Maintenance, Virtual Campus access, and User Conference Registrations terminate on expiration or termination of this ELA. E215-2 (Level 2) Pa.-e 3 of 6 10/16/2013 3.3 Termination for Lack of Funds. For government or government -owned entities only, either party may terminate this ELA for Lack of Funds. Lack of Funds is the inability of Licensee to secure appropriation of funds through the legislative or governing body's approval process for annual payments due. 4.0—ENTERPRISE PRODUCT UPDATES 4.1 Future Updates. Esri and its Authorized Distributor reserve the right to update the list of .Enterprise Products in Table A by providing written notice to Licensee. Licensee may continue to use all Enterprise Products that have been Deployed, but support and upgrades for deleted items may not be available. As new Enterprise Products are incorporated into the standard program, they will be offered to Licensee via written notice for incorporation into the Enterprise Products schedule at no additional charge. Licensee's use of new or updated Enterprise 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 this ELA, some Enterprise Products may be retired or may no longer be available for unlimited quantity Deployment. ELA Maintenance shall be subject to the individual Product Life Cycle Support Status and Product Life Cycle Support Policy, which can be found at http: / /resources.arcais.com /content/ product - life - cycles. Updates for Enterprise Products in the mature and retired phases may not be available; however, Licensee may continue to use Deployed Enterprise Products for the term of this ELA, but Licensee will not be able to Deploy retired Enterprise Products. 5. —ELA MAINTENANCE ELA Maintenance is included with the ELA Fee. ELA Maintenance includes standard maintenance benefits specified in either (i) the most current applicable Esri US Software Maintenance Program document (found at http://www.esri.com/le&,al) for US -based Licensees or (ii) the applicable Authorized Distributor software maintenance policy as modified by this Article 5.0 —ELA Maintenance. At Esri's sole discretion, Esri may make patches, hot fixes, or updates available for download. No Software other than the defined Enterprise Products will receive maintenance under this ELA. Licensee may acquire maintenance for other Software (non - Enterprise Products) outside this ELA. a. 'Pier 1 Support Provided by Licensee 1. Licensee shall provide Tier 1 Support through the Tier I Help Desk to all Licensee's authorized users. 2. The Tier 1 Help Desk will use analysts fully trained in the Software 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 Incidents. Tier l Support analysts shall obtain a frill description of each reported Incident and the system configuration from the user. This may include obtaining any customizations, code samples, or data involved in the Incident. The analyst may also use any other information and databases that may be developed to satisfactorily resolve Incidents. 5. if the Tier 1 Help Desk cannot resolve the Incident, an authorized Tier 1 Help Desk individual may contact Tier 2 Support. The Tier I Help Desk shall 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 identified by Licensee are the only individuals authorized to contact Tier 2 Support. Licensee may revise named individuals by written notice. b. Tier 2 Support Provided by I?asri or Its Authorizer) Distributor 1. Tier 2 Support shall log the calls received from Tier 1 Help Desk individuals. 2. Tier 2 Support shall review all information collected by and received from Tier 1 Help Desk individuals including preliminary documented troubleshooting provided by 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. E215 -2 (Level 2) Page 4 of 6 10/16/2013 4. Tier 2 Support shall attempt to resolve the shall be due and payable within Incidents submitted by Tier I Help Desk by thirty (30) calendar days of the anniversary date assisting Tier I Help Desk individuals. of the Effective Date, with the initial payment due within thirty (30) calendar days of execution 5. When the Incident is resolved, Tier 2 Support of this ELA. Esri's Federal ID Number is shall communicate the information to Tier 1 95-2775-732. Help Desk individuals, and Tier I Help Desk shall disseminate the resolution to the user. b. Upon receipt of the initial Ordering Document from Licensee, Esri shall authorize download of the Enterprise Products to Licensee for its 6.0—ENDORSEM ENT AND PUBLICITY Deployment activities. If requested, Esri will ship backup media to the ship-to address This ELA shall not be construed or interpreted as an identified on the Order, FOB Destination, with exclusive dealings agreement or Licensee's endorsement shipping charges prepaid. For those entities that of Esri or its Authorized Distributor. Licensee agrees that avoid sales tax by downloading deliverables, Esri and its Authorized Distributor may publicize the request for delivery or receipt of tangible media existence of this ELA upon execution. may cause license fees to be subject to taxes. Licensee acknowledges that should such taxes become due, Esri has a right to invoice, and 7.0—ADMINISTRATIVE REQUIREMENTS Licensee agrees to pay any such sales or use tax associated with its receipt of tangible media. 7.1 OEM Licenses. Under Esri's OEM or Solution OEM c. Esri shall provide Authorization Codes to programs, OEM partners are authorized to embed or activate the nondestructive copy protection bundle portions of Esri Products and Services with program that enables the Enterprise Products to their application or service. OEM partners' business operate. model, licensing terms and conditions, and pricing are independent of this ELA. Licensee shall not seek d. Licensee shall Deploy, install, configure, and any discount from the OEM partner or Esri based on track the Deployment status of the Enterprise the availability of Enterprise Products under this Products. ELA. Licensee shall not decouple Esri Products or Services from the OEM partners' application or 8.2 Order Requirements service. a. All orders pertaining to this ELA shall be 7.2 Annual Report of Deployments. At each processed through Licensee's centralized point of anniversary date and ninety (90) calendar days prior contact. to the expiration date of this ELA, Licensee shall provide a written report detailing all Deployments to b. The following information shall be included in either (a) Esri if Licensee is located in the US or each Order (or Ordering Document): (b) Authorized Distributor if Licensee is located outside the US. The report will be subject to audit. I. Licensee name; Esri customer number, if known; and bill-to and ship-to addresses 7.3 Renewal. Any follow-on ELA will be offered in 2. Order number accordance with then-current ELA pricing and 3. Applicable annual payment due license terms and conditions. 4. On the face page of Order (or Ordering Document), a reference to this ELA and the following statement: "THIS ORDER IS &O—ORDERING, ADMINISTRATIVE GOVERNED BY THE TERMS AND PROCEDURES, DELIVERY, AND CONDITIONS OF THE ESR1 SMALL DEPLOYMENT UTILITY ELA, AND ADDITIONAL TERMS AND CONDITIONS IN THE ORDER WILL NOT APPLY." 8.1 Orders, Delivery, and Deployment a. Licensee shall issue an Ordering Document upon execution of this ELA and annually thereafter in accordance with the ELA Quotation. Payment E215-2 (Level 2) Page 5 of 6 1011612013 %0—MERGERS, ACQ�NSUTIONS, OR DIVESTITURES Licensee shall notify Esri and, if applicable, its Authorized Distributor iowriting in the event of(i)a consolidation, merger, or reorganization o[ Licensee with or into another corporation or entity; (ii)Licensee's acquisition o[ another entity; o,(iii)u transfer or sale uy all or part of Licensee's organization (hereinafter oubonodono i ii, and iii collectively referred 1oum "Ownership Cbangn"). There will heoo decrease in the BL/\ Fee uou result of any Ownership Change. 9.1 lfan Ownership Change increases the cumulative meter nrCustomer count beyond the maximum level for this existing BLA,Exri and, if applicable, its Authorized Distributor reserve the right »nincrease dboELA Fee oo the next higher 8L6 Fee level that applies to the new cumulative meter orcustomer count. |n the event the Ownership Change increases the uxmu|o1ivc meter mr customer count beyond the limits ofthis BLA,Eoriand, if applicable, its Authorized Distributor have the option toterminate this BLA and the parties will negotiate udifferent agreement. 9.2 If an OwnersNChanguresultoin transfer or sale of u portion of Licensee's organization, that portion oy Licensee's organization shall uninouJL remove, and destroy o, transfer the Enterprise Products {o 9.3 This ELA may not hmassigned tou successor entity 000 result oyan Ownership Change unless approved hyEod and, i[ applicable, its Authorized Distributor in writing in advance. \f the assignment 0o the new entity is not approved, Licensee shall require any successor entity to uninotu||, ncmovo, and destroy the Enterprise Products, and this 8L/\ will terminate upon such Ownership Change. 10.1 Training Description. Esri offers instructor -led training related m the use of its proprietary O0 software. 8x6will provide to Licensee ufixed number of training days to use for Instructor-Led Training, as defined in this Small Enterprise Training Package, if purchased. Instructor-Led Training events occur miun2ori Learning Center or via the web ioo cloud environment. The Bori software training ooume(o)m be conducted, location, schedule dates, and registration requirements are set forth iu the fs// Training catalog located ooByri'o Training wchmde . All courses are conducted in substantial conformity with course descriptions outlined on the Bori Training *ehoitm.Borireserves the right oo modify course content when necessary due oo software technical capabilities orlimitations. 102 Unique Terms for the Small Enterprise Troinbog Package o. Tn order training, Licensee must include training io the Ordering Document for the BL& or provide un Ordering Document uorequired and specified within the BLA that matches the Esri quotation. b Where Licensee submits uu additional Ordering Document mpurchase training days for additional year(o), any unused training days will automatically roll over. c. An Ordering Document ix required annually for each three (3)-year term. Failure to submit un annual Ordering Document will result iuthe forfeit nf unused training days. d. Licensee must assign an individual within its organization 0nthe role ofTraining Administrator 0o serve uo liaison between Licensee's organization and Eu,iuowell as internally manage and authorize allocated training days. e. The training days are available for u period of twelve (12) months, commencing on the Effective Date, and ending when all training days are consumed, whichever imsooner. f. Bm6 will invoice for outstanding training expenses where applicable. g. Training days are not transferable and not refundable for any other Bmi Products nr E215-2 (Level 2) Page 6ofo 10/16/2013 ENVIRONMENTAL SYSTEMS RESEARCH INSTITUTE, INC 1 International Ct Broomfield, CO 80021 Phone: (909) 793 -2853 Fax: (303) 449 -8830 DUNS Number: 06- 313 -4175 CAGE Code: OAMS3 To expedite your order, please attach a copy of this quotation to your purchase order. Quote is valid from: 0110812014 To: 0410812014 Quotation # 20440316 Date: January 8, 2014 Customer # 6835 Contract # City of Denton Municipal Electric 1659 Spencer Rd Denton, TX 76205 ATTENTION: Jerry Fielder PHONE: (940) 349 -7102 FAX: (940) 349 -7334 Material Qty Description Unit Price 114761 1 Meter Counts of 10,001 to 50,000 Small Utility Term Enterprise License 25,000.00 Agreement - Year 1 114761 1 Meter Counts of 10,001 to 50,000 Small Utility Term Enterprise License 25,000.00 Agreement - Year 2 114761 1 Meter Counts of 10,001 to 50,000 Small Utility Term Enterprise License 25,000.00 Agreement - Year 3 Item Total: Subtotal: Sales Tax: Estimated Shipping & Handling(2 Day Delivery) : Contract Pricing Adjust: Total: Total 25, 000.00 25, 000.00 25,000.00 75,000.00 75,000.00 0.00 0.00 0.00 $75,000.00 ° Please indicate on your purchase order If this purchase is funded through the American Recovery and Reinvestment Act, and whether Esri is a Prime Recipient, Sub - recipient, or Vendor for reporting purposes. Esd may charge a fee to cover expenses related to any customer requirement to use a specific vendor management, procurement, or Invoice program. For questions contact: Ralph Anhold Email: ranhold .esri.com Phone: (909) 793 -2853 x8227 Acceptance of this quotation is limited to the Esri License Agreement and the Quotation Terms and Conditions This Quotation is made in confidence for your review. It may not be disclosed to third parties, except as required by law. If sending remittance, please address to: Esri, File No. 54630, Los Angeles, Ca 90074 -4630 ANHOLDR This offer is limited to the terms and conditions incorporated and attached herein. ENVIRONMENTAL SYSTEMS RESEARCH INSTITUTE, INC 1 International Ct Broomfield, CO 80021 Phone: (909) 793 -2853 Fax: (303) 449 -8830 DUNS Number: 06- 313 -4175 CAGE Code: OAMS3 To expedite your order, please attach a copy of this quotation to your purchase order. Quote is valid from: 0110812014 To: 0410812014 Quotation # 20440316 Date: January 8, 2014 Customer # 6835 Contract # City of Denton Municipal Electric 1659 Spencer Rd Denton, TX 76205 ATTENTION: Jerry Fielder PHONE: (940) 349 -7102 FAX: (940) 349 -7334 BY SIGNING BELOW YOU ARE INDICATING THAT YOU ARE AUTHORIZED TO OBLIGATE FUNDS FOR YOUR ORGANIZATION. DO NOT USE THIS FORM FOR ORDER ACTIVATION IF YOUR ORGANIZATION WILL NOT HONOR AND PAY AN INVOICE THAT HAS BEEN ISSUED AT YOUR DIRECTION WITHOUT ADDITIONAL AUTHORIZING PAPERWORK. If you have made ANY alterations to the line items included in this quote and have chosen to sign the quote to indicate your acceptance, you must fax Esri the signed quote in its entirety in order for the quote to be accepted. You will be contacted by your Customer Service Representative if additional Information is required to complete your request. If your organization Is a US Federal, state, or local government agency; an educational facility; or a company that will not pay an invoice without having Issued a formal purchase order, a signed quotation will not be accepted unless it is accompanied by your purchase order. If you choose to discontinue your maintenance, you will become ineligible for maintenance benefits and services. All maintenance fees from the date of discontinuation will be due and payable if you decide to reactivate your maintenance coverage at a later date. This quotation is subject to the terms set forth herein and the terms of your agreement with Esri, if any, or as otherwise provided by Earl's standard terms and conditions at www.osri.com /legal, which are incorporated by reference. Federal Government entities and prime contractors buying under GSA pricing /terms are subject to Esri's Federal Supply Schedule GS- 35F- 5086H. Acceptance is limited to terms of this quotation. Esri objects to and expressly rejects any different or additional terms contained in any purchase order, offer or confirmation sent or to be sent by buyer. All terms of this quotation as referenced above shall be incorporated into and are part of any further or additional agreement regarding Esri's software data, web services, training, services and maintenance. In order to expedite processing, please reference the quotation number and any /all applicable Esri contract number(s) (e.g. MPA, ELA, SmartBuy, GSA, BPA) on your'ordering document. By signing below, you are authorizing Esri to issue an invoice for the items included in the above quote in the amount of: $ plus sales taxes if applicable. (Note: Shipping costs are subject to change.) Please check one of the following: _ I agree to pay any applicable sales tax. I am tax exempt, please contact me if exempt information is not currently on file with Esri. Signature of Authorized Representative Date Name (Please Print) Title The quotation information is proprietary and may not be copied or released other than for the express purpose of system selection and purchase/license This information may not be given to outside parties or used for any other purpose without consent from Environmental Systems Research Institute, Inc. (Esri). Any estimated sales and /or use lax reflected on this quote has been calculated as of the date of this quotation and is merely provided as a convenience for your organization's budgetary purposes. Esri reserves the right to adjust and collect sales and /or use tax at the actual date of invoicing. If your organization is tax exempt or pays state tax directly, then prior to invoicing, your organization must provide Esd with a copy of a current tax exemption certificate Issued by your state's taxing authority for the given jurisdiction. ' Please indicate on your purchase order if this purchase is funded through the American Recovery and Reinvestment Act, and whether Esrl is a Prime Recipient, Sub - recipient, or Vendor for reporting purposes. Esri may charge a fee to cover expenses related to any customer requirement to use a specific vendor management, procurement, or invoice program. For questions contact: Ralph Anhold Email: ran hold 6)esri.com Phone: (909) 793 -2853 x8227 Acceptance of this quotation is limited to the Esri License Agreement and the Quotation Terms and Conditions This Quotation is made in confidence for your review. It may not be disclosed to third parties, except as required by law. If sending remittance, please address to: Esri, File No. 54630, Los Angeles, Ca 90074 -4630 ANHOLDR This offer is limited to the terms and conditions incorporated and attached herein.