2016-277AN ORDINANCE OF THE CITY OF DENTON, TEXAS PROVIDING FOR,
AUTHORIZING, AND APPROVING A THREE (3) YEAR SMALL GOVERNMENT
ENTERPRISE LICENSE AGREEMENT (SGELA) SOFTWARE MAINTENANCE FOR
CONTINUED VENDOR SUPPORT OF THE GEOGRAPHIC INFORMATION SYSTEM
(GIS) SOFTWARE, WHICH IS AVAILABLE FROM ONLY ONE SOURCE AND IN
ACCORDANCE
! ,: 1. • ! • OF
TEXAS • ;:. ♦ GOVERNMENT
CODE SUCH PURCHASES ARE EXEMPT FROM THE REQUIREMENTS OF
COMPETITIVE BIDDING; AND PROVIDING AN EFFECTIVE DATE (FILE 3880
AWARDED
♦ R • ENVIRONMENTAL
• RESEARCH ! • •..
THREE• ' NOT -TO -EXCEED AMOUNT OF 111!;
WHEREAS, Sectioii --,)52.022 of the Local Government.Code provides that procurement
of . are only available. are only available fr•
one source because of patents, copyrights, secret processes or natural
monopolies; • or ••• gas, waterr • other utility purchases;
captive replacement parts or components for equipment; and library materials for a public library
that are available onlgi from the L#�ersons holding exclusive distribution rights to the materials; and
need not be submitted to competitive • • 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 describet
in the "File" listed hereon, and on file in the office of the Purchasing Agent, and the license
terms attached r hereby approved:
FILE
NUMBER VENDOR AMOUNT
constitutes3880 Environmental Systems Research Institute $2505000
SECTION 2. The City Council hereby finds that this bid, and the award thereof,
procurement of are available1 only one •urce, 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
ift-2,re available onlp from the (%ersons holdin 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 3880 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 day of 'J" 2016,
CHRIS -WA-T'I'S,- MAYOR
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
r\
BYk�.;M
APPROVED AS TO LEGAL FORM:
ANITA BURGESS, CITY ATTORNEY
BY:
DocuSign Envelope ID: C579299C-4666-4198-A947-5BE886D197E4
Quotation # 20488175
Date:May 20, 2016
Customer # 552 Contract #
MaterialQtyDescriptionUnit PriceTotal
1493901Year 1: Populations of 100,001 to 125,000 Small Government Term 75,000.0075,000.00
Enterprise License Agreement
1493901Year 2: Populations of 100,001 to 125,000 Small Government Term 87,500.0087,500.00
Enterprise License Agreement
1505441Year 1: GeoPlanner for ArcGIS Level 1 Plan (for use with ArcGIS Online); 2,500.002,500.00
For Up to 5 Named Users Term License
1505441Year 2: GeoPlanner for ArcGIS Level 1 Plan (for use with ArcGIS Online); 2,500.002,500.00
For Up to 5 Named Users Term License
1505441Year 3: GeoPlanner for ArcGIS Level 1 Plan (for use with ArcGIS Online); 2,500.002,500.00
For Up to 5 Named Users Term License
1494011Year 3: Populations of 125,001 to 150,000 Small Government Term 100,000.00100,000.00
Enterprise License Agreement
Item Total:
270,000.00
Subtotal:
270,000.00
Sales Tax:
0.00
Estimated Shipping & Handling(2 Day Delivery) :
0.00
Contract Pricing Adjust:
0.00
Total:$270,000.00
Esri may charge a fee to cover expenses related to any customer requirement to use a proprietary vendor management, procurement, or invoice program.
For questions contact:Thomas Brown Email:thomas_brown@esri.com Phone:(909) 793-2853 x8815
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
BROWNT
This offer is limited to the terms and conditions incorporated and attached herein.
DocuSign Envelope ID: C579299C-4666-4198-A947-5BE886D197E4
Quotation # 20488175
Date:May 20, 2016
Customer # 552 Contract #
Signature of Authorized RepresentativeDate
Name (Please Print)
Title
Esri may charge a fee to cover expenses related to any customer requirement to use a proprietary vendor management, procurement, or invoice program.
For questions contact:Thomas Brown Email:thomas_brown@esri.com Phone:(909) 793-2853 x8815
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
BROWNT
This offer is limited to the terms and conditions incorporated and attached herein.
DocuSign Envelope ID: C579299C-4666-4198-A947-5BE886D197E4
ESRI QUOTATION TERMS AND CONDITIONS
Esri, 380 New York St., Redlands, CA 92373--793--793-5953
All quotations are valid for ninety (90) days unless otherwise stated on the quotation form. These prices and terms are valid
only for items purchased for use and delivery within the United States.
This quotation information is proprietary and may not be copied or released other than for the express purpose of the current
system selection and purchase. This information may not be given to outside parties or used for any other purpose without
written consent from Environmental Systems Research Institute, Inc. (Esri).
To expedite your order, please reference the quotation number on your purchase order.
ORDER PROCESS
The order process is initiated when Esri receives an original purchase order or some form of advance payment. Several
additional documents (e.g., Master License Agreement, credit application, Tax Exemption Certificate) may be required to
complete the order process. Generally, the need for these documents varies by the type of software, data, web-enabled
services, subscriptions, professional services, or other products ordered, which is determined upon receipt of the purchase
order (or advance payment). If delivery must be expedited, please contact your marketing representative for assistance.
IMPORTANT! Collectively, these documents contain the authorizations and information necessary to ship proper versions of
the software or data on the correct media or to initiate web-enabled services, subscriptions, or professional services. Please
return them promptly to avoid unnecessary delays in shipping or delivery. Please return all documents to Esri Customer
Service, or as otherwise directed.
Please show the following remittance address on your purchase order:
Esri, File No. 54630, Los Angeles, CA 90074-4630
ESRI LICENSE AGREEMENTS
All Esri software, data, web-enabled services, and subscriptions offered in this quotation are commercial off-the-shelf items
developed at private expense and subject to Esri commercial license terms. You may have a signed license agreement on file
that covers this order. If so, please reference the license agreement number on your purchase order. Unless a signed license is
on file with Esri, Esri software, data, web-enabled services, and subscriptions are subject to the Esri License Agreement
included with the deliverable item as an online or click-through agreement. A copy is enclosed. Certain software or data
requires a Master License Agreement signed by both parties. Professional services agreements may also include license
terms.
Some Esri software is copy protected with a software keycode or hardware key, and some software, data, web-enabled
services, or subscriptions require registration or a password. You will be given instructions to access the keycode, register, or
obtain a password through the Esri website or by other means.
MAINTENANCE
After expiration of any complimentary period of maintenance that may apply to the licensed software, Esri will quote
maintenance payable annually in advance. A reinstatement fee applies when maintenance has lapsed.
DATA AND ONLINE SERVICES DISCLAIMER
Data and Online Services may contain some nonconformities, defects, errors, or omissions. THE DATA AND ONLINE
SERVICES ARE PROVIDED "AS-IS" WITHOUT WARRANTY OF ANY KIND. Without limiting the generality of the
preceding sentence, Esri and its licensors do not warrant that the data and Online Services will meet Licensee's needs or
expectations, that the use of the data or Online Services will be uninterrupted, or that all nonconformities can or will be
corrected. Esri and its licensors are not inviting reliance on this data or Online Services, and Licensee should always verify
actual data or Online Services.
G272 Page 1 of 2 03/26/2015
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DELIVERY
FOB Redlands, CA, USA
Software: Allow five (5) days from Esri's receipt of purchase order, signed Software License Agreement(s), and other
documents, as required.
Hardware: Manufacturer's terms apply. Lead times depend on make/models purchased.
Note: Standard delivery method is ground or two (2)-day air for software and surface carrier for hardware. Actual delivery
method may vary depending on weight. Other services are available for an additional fee (e.g., overnight delivery).
PAYMENT TERMS
Net thirty (30) days, on approved credit. Orders less than eight hundred dollars ($800) require prepayment by check or credit
card unless your organization is a government agency, university, college, or Fortune 500 company.
TAXES
This quote includes applicable sales or use taxes for the prices quoted as required by law. The tax amount may change
depending on the time lapse between this quote and your order to us. Esri will include applicable sales or use taxes on your
invoice unless you provide proof with your order that your organization or use of the product is tax exempt.
G272 Page 2 of 2 03/26/2015
DocuSign Envelope ID: C579299C-4666-4198-A947-5BE886D197E4
Esri Use Only:
Cust. Name
Cust. #
PO #
Esri Agreement #
Esri, 380 New York St., Redlands, CA 92373--793--793-5953
SMALL ENTERPRISE AGREEMENT
COUNTY AND MUNICIPALITY GOVERNMENT
(E214-4)
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 Developer Tools
ArcGIS Engine
Desktop Software and Extensions
ArcGIS for Desktop Advanced ArcGIS Engine Extensions: ArcGIS 3D Analyst, ArcGIS
ArcGIS for Desktop Standard Spatial Analyst, ArcGIS Engine Geodatabase Update,
ArcGIS for Desktop Basic ArcGIS Network Analyst, ArcGIS Schematics
ArcGIS for Desktop Extensions: ArcGIS 3D Analyst, ArcGIS Runtime Standard
ArcGIS Spatial Analyst, ArcGIS Geostatistical Analyst, ArcGIS Runtime Standard Extensions: ArcGIS 3D Analyst,
ArcGIS Publisher, ArcGIS Network Analyst, ArcGIS ArcGIS Spatial Analyst, ArcGIS Network Analyst
Schematics, ArcGIS Workflow Manager for Desktop,
Limited Quantities
ArcGIS Data Reviewer
One (1) Annual Subscription to Esri Developer Network
(EDN) Standard*
Server Software and Extensions
ArcGIS for Server Workgroup and Enterprise One (1) Esri CityEngine Advanced Single Use License
(Advanced, Standard, and Basic) One (1) Esri CityEngine Advanced Concurrent Use License
+
ArcGIS for Server Extensions: ArcGIS 3D Analyst, One (1) Level 5 ArcGIS Online Subscription
+
ArcGIS Spatial Analyst, ArcGIS Geostatistical Analyst, One (1) Level 5 Portal for ArcGIS Subscription
ArcGIS Network Analyst, ArcGIS Schematics, ArcGIS
Workflow Manager for Server, ArcGIS Image Extension
for Server
OTHER BENEFITS
Number of Esri User Conference registrations provided annually
4
Number of Tier 1 Help Desk individuals authorized to call Esri
4
Maximum number of sets of backup media, if requested**
2
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.
+
The quantity of named users and credits are specified in the corresponding program description.
Page 1 of 5 08/02/2016
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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 4Product 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):
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1.0 A DDITIONAL D EFINITIONS 2.0 A DDITIONAL G RANT OF L ICENSE
In addition to the definitions provided in the License 2.1 Grant of License. Subject to the terms and
Agreement, the following definitions apply to this conditions of this Agreement, Esri grants to Licensee
Agreement: a personal, nonexclusive, nontransferable license
solely to use, copy, and Deploy quantities of the
"Deploy", "Deployed" and "Deployment" mean to Products listed in Table AList of Products for the
redistribute and install the Products and related term provided on the first page (i) for the applicable
Authorization Codes within Licensee's organization(s). Fee and (ii) in accordance with the License
Agreement.
"Fee" means the fee set forth in the Quotation.
2.2 Consultant Access. Esri grants Licensee the right to
"Incident" means a failure of the Software or Online permit Licensee's consultants or contractors to use the
Services to operate according to the Documentation Products exclusively for Licensee's benefit. Licensee
where such failure substantially impacts operational or will be solely responsible for compliance by
functional performance. consultants and contractors with this Agreement and
will ensure that the consultant or contractor
"License Agreement" means (i) the applicable license discontinues use of Products upon completion of
agreement incorporated by this reference that is found at work for Licensee. Access to or use of Products by
http://www.esri.com/legal/software-license; composed of consultants or contractors not exclusively for
the General License Terms and Conditions (E204) and Licensee's benefit is prohibited. Licensee may not
Exhibit 1, Scope of Use (E300); and available in the permit its consultants or contractors to install
installation process requiring acceptance by electronic Software or Data on consultant, contractor, or third-
acknowledgment or (ii) a signed license agreement party computers or remove Software or Data from
between the parties that supersedes such electronically Licensee locations, except for the purpose of hosting
acknowledged license agreement. the Software or Data on Contractor Servers for the
benefit of Licensee.
"Maintenance" means Tier 2 Support, Product updates,
and Product patches provided to Licensee during the
3.0 T ERM, T ERMINATION, AND E XPIRATION
Term of Agreement.
3.1 Term. This Agreement and all licenses hereunder
"Product(s)" means the products identified in Table A
will commence on the Effective Date and continue
List of Products and any updates to the list Esri provides
for the duration identified in the Term of Agreement,
in writing.
unless this Agreement is terminated earlier as
provided herein. Licensee is only authorized to use
"Quotation" means the offer letter and quotation
Products during the Term of Agreement. For an
provided separately to Licensee.
Agreement with a limited term, Esri does not grant
Licensee an indefinite or a perpetual license to
"Technical Support" means the technical assistance for
Products.
attempting resolution of a reported Incident through error
correction, patches, hot fixes, workarounds, replacement
3.2 No Use upon Agreement Expiration or
deliveries, or any other type of Product corrections or
Termination. All Product licenses and all
modifications.
Maintenance, Esri Virtual Campus access, and Esri
User Conference registrations terminate on expiration
"Tier 1 Help Desk" means Licensee's point of contact(s)
or termination of this Agreement.
to provide all Tier 1 Support within Licensee's
organization(s).
3.3 Termination for a Material Breach. Either party
may terminate this Agreement for a material breach
"Tier 1 Support" means the Technical Support provided
by the other party. The breaching party will have
by the Tier 1 Help Desk.
thirty (30) days from the date of written notice to
"Tier 2 Support" means the Technical Support provided cure any material breach.
to the Tier 1 Help Desk when an Incident cannot be
3.4 Termination for Lack of Funds. For an Agreement
resolved through Tier 1 Support. Licensee will receive
with government or government-owned entities,
Tier 2 Support from Esri.
either party may terminate this Agreement before any
subsequent year if Licensee is unable to secure
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DocuSign Envelope ID: C579299C-4666-4198-A947-5BE886D197E4
funding through the legislative or governing body's 2. The Tier 1 Help Desk will be fully trained in the
approval process. Products.
3.5 Follow-on Term. If the parties enter into another 3. At a minimum, Tier 1 Support will include those
agreement substantially similar to this Agreement for activities that assist the user in resolving how-to
an additional term, the effective date of the follow-on and operational questions as well as questions on
agreement will be the day after the expiration date of installation and troubleshooting procedures.
this Agreement.
4. The Tier 1 Help Desk will be the initial points of
contact for all questions and reporting of an
4.0 P RODUCT U PDATES
Incident. The Tier 1 Help Desk will obtain a full
description of each reported Incident and the
4.1 Future Updates. Esri reserves the right to update the
system configuration from the user. This may
list of Products in Table AList of Products by
include obtaining any customizations, code
providing written notice to Licensee. Licensee may
samples, or data involved in the Incident. The
continue to use all Products that have been Deployed,
Tier 1 Help Desk may also use any other
but support and upgrades for deleted items may not
information and databases that may be developed
be available. As new Products are incorporated into
to satisfactorily resolve the Incident.
the standard program, they will be offered to
Licensee via written notice for incorporation into the
5. If the Tier 1 Help Desk cannot resolve the
Products schedule at no additional charge. Licensee's
Incident, an authorized Tier 1 Help Desk
use of new or updated Products requires Licensee to
individual may contact Tier 2 Support. The
adhere to applicable additional or revised terms and
Tier 1 Help Desk will provide support in such a
conditions of the License Agreement.
way as to minimize repeat calls and make
solutions to problems available to Licensee.
4.2 Product Life Cycle. During the Term of Agreement,
some Products may be retired or may no longer be
6. Tier 1 Help Desk individuals are the only
available to Deploy in the identified quantities.
individuals authorized to contact Tier 2 Support.
Maintenance will be subject to the individual Product
Licensee may change the Tier 1 Help Desk
Life Cycle Support Status and Product Life Cycle
individuals by written notice to Esri.
Support Policy, which can be found at
http://support.esri.com/en/content
b. Tier 2 Support
/productlifecycles. Updates for Products in the
mature and retired phases may not be available.
1. Tier 2 Support will log the calls received from
Licensee may continue to use Products already
Tier 1 Help Desk.
Deployed during the Term of Agreement, but
Licensee will not be able to Deploy retired Products.
2. Tier 2 Support will review all information
collected by and received from the Tier 1 Help
Desk including preliminary documented
5.0 M AINTENANCE
troubleshooting provided by the Tier 1 Help
Desk when Tier 2 Support is required.
The Fee includes standard maintenance benefits during
the Term of Agreement as specified in the most current
3. Tier 2 Support may request that Tier 1 Help
applicable Esri Maintenance and Support Program
Desk individuals provide verification of
document (found at http://www.esri.com/legal). At Esri's
information, additional information, or answers
sole discretion, Esri may make patches, hot fixes, or
to additional questions to supplement any
updates available for download. No Software other than
preliminary information gathering or
the defined Products will receive Maintenance. Licensee
troubleshooting performed by Tier 1 Help Desk.
may acquire maintenance for other Software outside this
Agreement.
4. Tier 2 Support will attempt to resolve the
Incident submitted by Tier 1 Help Desk.
a. Tier 1 Support
5. When the Incident is resolved, Tier 2 Support
1. Licensee will provide Tier 1 Support through the
will communicate the information to Tier 1 Help
Tier 1 Help Desk to all Licensee's authorized
Desk, and Tier 1 Help Desk will disseminate the
users.
resolution to the user(s).
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8.2 Order Requirements. Esri does not require Licensee
6.0 E NDORSEMENT AND P UBLICITY
to issue a purchase order. Licensee may submit a
purchase order in accordance with its own process
This Agreement will not be construed or interpreted as an
requirements, provided that if Licensee issues a
exclusive dealings agreement or Licensee's endorsement
purchase order, Licensee will submit its initial
of Products. Either party may publicize the existence of
purchase order on the Effective Date. If this is a
this Agreement.
multi-year Agreement, Licensee will submit
subsequent purchase orders to Esri at least thirty (30)
7.0 A DMINISTRATIVE R EQUIREMENTS
calendar days before the annual anniversary date for
each additional year.
7.1 OEM Licenses. Under Esri's OEM or Solution OEM
programs, OEM partners are authorized to embed or a. All orders pertaining to this Agreement will be
bundle portions of Esri products and services with processed through Licensee's centralized point of
their application or service. OEM partners' business contact.
model, licensing terms and conditions, and pricing b. The following information will be included in each
are independent of this Agreement. Licensee will not Ordering Document:
seek any discount from the OEM partner or Esri
based on the availability of Products under this (1) Licensee name; Esri customer number, if known;
Agreement. Licensee will not decouple Esri products and bill-to and ship-to addresses
or services from the OEM partners' application or (2) Order number
service. (3) Applicable annual payment due
9.0 M ERGERS, A CQUISITIONS, O R
7.2 Annual Report of Deployments. At each
anniversary date and ninety (90) calendar days prior
D IVESTITURES
to the expiration date of this Agreement, Licensee
will provide Esri with a written report detailing all
If Licensee is a commercial entity, Licensee will notify
Deployments. Upon request, Licensee will provide
Esri in writing in the event of (i) a consolidation, merger,
records sufficient to verify the accuracy of the annual
or reorganization of Licensee with or into another
report.
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
8.0 O RDERING, A DMINISTRATIVE
to as "Ownership Change"). There will be no decrease in
P ROCEDURES, D ELIVERY, AND
Fee as a result of any Ownership Change.
D EPLOYMENT
9.1 If an Ownership Change increases the cumulative
program count beyond the maximum level for this
8.1 Orders, Delivery, and Deployment
Agreement, Esri reserves the right to increase the Fee
or terminate this Agreement and the parties will
a. Upon the Effective Date, Esri will invoice Licensee
negotiate a new agreement.
and provide Authorization Codes to activate the
nondestructive copy protection program that enables
9.2 If an Ownership Change results in transfer or sale of
Licensee to download, operate, or allow access to the
a portion of Licensee's organization, that portion of
Products. If this is a multi-year Agreement, Esri may
Licensee's organization will transfer the Products to
invoice the Fee thirty (30) calendar days before the
Licensee or uninstall, remove, and destroy all copies
annual anniversary date for each additional year.
of the Products.
b. Undisputed invoices will be due and payable within
thirty (30) calendar days from the date of invoice.
9.3 This Agreement may not be assigned to a successor
Esri's federal ID number is 95-2775-732.
entity as a result of an Ownership Change unless
c. If requested, Esri will ship backup media to the ship-
approved by Esri in writing in advance. If the
to address identified on the Ordering Document, FOB
assignment to the new entity is not approved,
Destination, with shipping charges prepaid. Licensee
Licensee will require any successor entity to
acknowledges that should sales or use taxes become
uninstall, remove, and destroy the Products. This
due as a result of any shipments of tangible media,
Agreement will terminate upon such Ownership
Esri has a right to invoice and Licensee will pay any
Change.
such sales or use tax associated with the receipt of
tangible media.
Page 5 of 5 08/02/2016
Certificate Of Completion
Envelope Id: C579299C46664198A9475BE886D197E4Status: Completed
Subject: City Council Docusign Item - File #3880 - ESRI
Source Envelope:
Document Pages: 10Signatures: 4Envelope Originator:
Certificate Pages: 6Initials: 0Cindy Alonzo
AutoNav: EnabledCynthia.Alonzo@cityofdenton.com
EnvelopeId Stamping: EnabledIP Address: 129.120.6.150
Time Zone: (UTC-08:00) Pacific Time (US & Canada)
Record Tracking
Status: OriginalHolder: Cindy AlonzoLocation: DocuSign
9/15/2016 11:48:39 AM Cynthia.Alonzo@cityofdenton.com
Signer EventsSignatureTimestamp
Cindy AlonzoSent: 9/15/2016 12:08:21 PM
Completed
cynthia.alonzo@cityofdenton.comViewed: 9/15/2016 12:08:30 PM
BuyerSigned: 9/16/2016 7:16:02 AM
Using IP Address: 129.120.6.150
City of Denton
Security Level: Email, Account Authentication
(Optional)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
ID:
William C. FlemingSent: 9/16/2016 10:04:20 AM
BFleming@esri.comViewed: 9/16/2016 10:06:46 AM
Managing Business AttorneySigned: 9/16/2016 10:17:22 AM
Security Level: Email, Account Authentication
Using IP Address: 198.102.62.250
(Optional)
Electronic Record and Signature Disclosure:
Accepted: 9/16/2016 10:06:46 AM
ID: bef56dea-e83d-4b2c-b24c-5ce9ca150a66
John KnightSent: 9/16/2016 10:17:25 AM
john.knight@cityofdenton.comResent: 9/21/2016 2:56:30 PM
Deputy City AttorneyViewed: 9/21/2016 3:23:10 PM
City of DentonSigned: 9/21/2016 3:23:42 PM
Using IP Address: 129.120.6.150
Security Level: Email, Account Authentication
(Optional)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
ID:
Julia WinkleySent: 9/21/2016 3:23:44 PM
Completed
julia.winkley@cityofdenton.comViewed: 9/22/2016 5:11:02 AM
Contracts Administration SupervisorSigned: 9/22/2016 5:12:00 AM
Using IP Address: 129.120.6.150
City of Denton
Security Level: Email, Account Authentication
(Optional)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
ID:
Signer EventsSignatureTimestamp
Howard MartinSent: 9/22/2016 5:12:04 AM
howard.martin@cityofdenton.comViewed: 9/22/2016 10:53:52 AM
Interim City ManagerSigned: 9/22/2016 10:54:26 AM
City of Denton
Using IP Address: 129.120.6.150
Security Level: Email, Account Authentication
(Optional)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
ID:
In Person Signer EventsSignatureTimestamp
Editor Delivery EventsStatusTimestamp
Agent Delivery EventsStatusTimestamp
Intermediary Delivery EventsStatusTimestamp
Certified Delivery EventsStatusTimestamp
Carbon Copy EventsStatusTimestamp
Tim BrazealSent: 9/16/2016 10:04:21 AM
TBrazeal@esri.com
Security Level: Email, Account Authentication
(Optional)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
ID:
Julia WinkleySent: 9/16/2016 10:17:24 AM
julia.winkley@cityofdenton.comViewed: 9/16/2016 10:18:31 AM
Contracts Administration Supervisor
City of Denton
Security Level: Email, Account Authentication
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Sherri ThurmanSent: 9/16/2016 10:17:24 AM
sherri.thurman@cityofdenton.com
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Jane RichardsonSent: 9/22/2016 5:12:02 AM
jane.richardson@cityofdenton.comViewed: 9/22/2016 9:53:08 AM
Security Level: Email, Account Authentication
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Electronic Record and Signature Disclosure:
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Robin FoxSent: 9/22/2016 5:12:02 AM
Robin.fox@cityofdenton.com
Security Level: Email, Account Authentication
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Carbon Copy EventsStatusTimestamp
Electronic Record and Signature Disclosure:
Accepted: 10/9/2015 11:39:51 AM
ID: 04463961-03db-4c4d-9228-d660d6146ed6
Jennifer WaltersSent: 9/22/2016 10:54:28 AM
jennifer.walters@cityofdenton.com
City Secretary
City of Denton
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Jennifer BridgesSent: 9/22/2016 10:54:29 AM
jennifer.bridges@cityofdenton.com
Procurement Assistant
City of Denton
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ID:
Jane RichardsonSent: 9/22/2016 10:54:31 AM
jane.richardson@cityofdenton.com
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Tony SmithSent: 9/22/2016 10:54:32 AM
John.Smith@cityofdenton.com
Security Level: Email, Account Authentication
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Electronic Record and Signature Disclosure:
Accepted: 11/3/2015 1:05:42 PM
ID: c01acd43-1536-4c1f-a39e-bded0cf8c1c3
Thomas BrownSent: 9/22/2016 10:54:34 AM
Thomas_Brown@esri.comViewed: 9/22/2016 10:55:07 AM
Security Level: Email, Account Authentication
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Electronic Record and Signature Disclosure:
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Notary EventsTimestamp
Envelope Summary EventsStatusTimestamps
Envelope SentHashed/Encrypted9/22/2016 10:54:34 AM
Certified DeliveredSecurity Checked9/22/2016 10:54:34 AM
Signing CompleteSecurity Checked9/22/2016 10:54:34 AM
CompletedSecurity Checked9/22/2016 10:54:34 AM
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
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Unless you tell us otherwise in accordance with the procedures described herein, we will provide
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authorizations, acknowledgements, and other documents that are required to be provided or
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Required hardware and software
Operating Systems: Windows2000? or WindowsXP?
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NetScape 7.2 (or above)
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** 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
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please let us know by clicking the 'I agree' button below.
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ELECTRONIC RECORD AND SIGNATURE DISCLOSURES document; and
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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.
DocuSign Envelope ID: C579299C-4666-4198-A947-5BE886D197E4
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DocuSign Envelope ID: C579299C-4666-4198-A947-5BE886D197E4
Quotation # 20488175
Date:May 20, 2016
Customer # 552 Contract #
MaterialQtyDescriptionUnit PriceTotal
1493901Year 1: Populations of 100,001 to 125,000 Small Government Term 75,000.0075,000.00
Enterprise License Agreement
1493901Year 2: Populations of 100,001 to 125,000 Small Government Term 87,500.0087,500.00
Enterprise License Agreement
1505441Year 1: GeoPlanner for ArcGIS Level 1 Plan (for use with ArcGIS Online); 2,500.002,500.00
For Up to 5 Named Users Term License
1505441Year 2: GeoPlanner for ArcGIS Level 1 Plan (for use with ArcGIS Online); 2,500.002,500.00
For Up to 5 Named Users Term License
1505441Year 3: GeoPlanner for ArcGIS Level 1 Plan (for use with ArcGIS Online); 2,500.002,500.00
For Up to 5 Named Users Term License
1494011Year 3: Populations of 125,001 to 150,000 Small Government Term 100,000.00100,000.00
Enterprise License Agreement
Item Total:
270,000.00
Subtotal:
270,000.00
Sales Tax:
0.00
Estimated Shipping & Handling(2 Day Delivery) :
0.00
Contract Pricing Adjust:
0.00
Total:$270,000.00
Esri may charge a fee to cover expenses related to any customer requirement to use a proprietary vendor management, procurement, or invoice program.
For questions contact:Thomas Brown Email:thomas_brown@esri.com Phone:(909) 793-2853 x8815
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
BROWNT
This offer is limited to the terms and conditions incorporated and attached herein.
DocuSign Envelope ID: C579299C-4666-4198-A947-5BE886D197E4
Quotation # 20488175
Date:May 20, 2016
Customer # 552 Contract #
Signature of Authorized RepresentativeDate
Name (Please Print)
Title
Esri may charge a fee to cover expenses related to any customer requirement to use a proprietary vendor management, procurement, or invoice program.
For questions contact:Thomas Brown Email:thomas_brown@esri.com Phone:(909) 793-2853 x8815
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
BROWNT
This offer is limited to the terms and conditions incorporated and attached herein.
DocuSign Envelope ID: C579299C-4666-4198-A947-5BE886D197E4
ESRI QUOTATION TERMS AND CONDITIONS
Esri, 380 New York St., Redlands, CA 92373--793--793-5953
All quotations are valid for ninety (90) days unless otherwise stated on the quotation form. These prices and terms are valid
only for items purchased for use and delivery within the United States.
This quotation information is proprietary and may not be copied or released other than for the express purpose of the current
system selection and purchase. This information may not be given to outside parties or used for any other purpose without
written consent from Environmental Systems Research Institute, Inc. (Esri).
To expedite your order, please reference the quotation number on your purchase order.
ORDER PROCESS
The order process is initiated when Esri receives an original purchase order or some form of advance payment. Several
additional documents (e.g., Master License Agreement, credit application, Tax Exemption Certificate) may be required to
complete the order process. Generally, the need for these documents varies by the type of software, data, web-enabled
services, subscriptions, professional services, or other products ordered, which is determined upon receipt of the purchase
order (or advance payment). If delivery must be expedited, please contact your marketing representative for assistance.
IMPORTANT! Collectively, these documents contain the authorizations and information necessary to ship proper versions of
the software or data on the correct media or to initiate web-enabled services, subscriptions, or professional services. Please
return them promptly to avoid unnecessary delays in shipping or delivery. Please return all documents to Esri Customer
Service, or as otherwise directed.
Please show the following remittance address on your purchase order:
Esri, File No. 54630, Los Angeles, CA 90074-4630
ESRI LICENSE AGREEMENTS
All Esri software, data, web-enabled services, and subscriptions offered in this quotation are commercial off-the-shelf items
developed at private expense and subject to Esri commercial license terms. You may have a signed license agreement on file
that covers this order. If so, please reference the license agreement number on your purchase order. Unless a signed license is
on file with Esri, Esri software, data, web-enabled services, and subscriptions are subject to the Esri License Agreement
included with the deliverable item as an online or click-through agreement. A copy is enclosed. Certain software or data
requires a Master License Agreement signed by both parties. Professional services agreements may also include license
terms.
Some Esri software is copy protected with a software keycode or hardware key, and some software, data, web-enabled
services, or subscriptions require registration or a password. You will be given instructions to access the keycode, register, or
obtain a password through the Esri website or by other means.
MAINTENANCE
After expiration of any complimentary period of maintenance that may apply to the licensed software, Esri will quote
maintenance payable annually in advance. A reinstatement fee applies when maintenance has lapsed.
DATA AND ONLINE SERVICES DISCLAIMER
Data and Online Services may contain some nonconformities, defects, errors, or omissions. THE DATA AND ONLINE
SERVICES ARE PROVIDED "AS-IS" WITHOUT WARRANTY OF ANY KIND. Without limiting the generality of the
preceding sentence, Esri and its licensors do not warrant that the data and Online Services will meet Licensee's needs or
expectations, that the use of the data or Online Services will be uninterrupted, or that all nonconformities can or will be
corrected. Esri and its licensors are not inviting reliance on this data or Online Services, and Licensee should always verify
actual data or Online Services.
G272 Page 1 of 2 03/26/2015
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DELIVERY
FOB Redlands, CA, USA
Software: Allow five (5) days from Esri's receipt of purchase order, signed Software License Agreement(s), and other
documents, as required.
Hardware: Manufacturer's terms apply. Lead times depend on make/models purchased.
Note: Standard delivery method is ground or two (2)-day air for software and surface carrier for hardware. Actual delivery
method may vary depending on weight. Other services are available for an additional fee (e.g., overnight delivery).
PAYMENT TERMS
Net thirty (30) days, on approved credit. Orders less than eight hundred dollars ($800) require prepayment by check or credit
card unless your organization is a government agency, university, college, or Fortune 500 company.
TAXES
This quote includes applicable sales or use taxes for the prices quoted as required by law. The tax amount may change
depending on the time lapse between this quote and your order to us. Esri will include applicable sales or use taxes on your
invoice unless you provide proof with your order that your organization or use of the product is tax exempt.
G272 Page 2 of 2 03/26/2015
DocuSign Envelope ID: C579299C-4666-4198-A947-5BE886D197E4
Esri Use Only:
Cust. Name
Cust. #
PO #
Esri Agreement #
Esri, 380 New York St., Redlands, CA 92373--793--793-5953
SMALL ENTERPRISE AGREEMENT
COUNTY AND MUNICIPALITY GOVERNMENT
(E214-4)
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 Developer Tools
ArcGIS Engine
Desktop Software and Extensions
ArcGIS for Desktop Advanced ArcGIS Engine Extensions: ArcGIS 3D Analyst, ArcGIS
ArcGIS for Desktop Standard Spatial Analyst, ArcGIS Engine Geodatabase Update,
ArcGIS for Desktop Basic ArcGIS Network Analyst, ArcGIS Schematics
ArcGIS for Desktop Extensions: ArcGIS 3D Analyst, ArcGIS Runtime Standard
ArcGIS Spatial Analyst, ArcGIS Geostatistical Analyst, ArcGIS Runtime Standard Extensions: ArcGIS 3D Analyst,
ArcGIS Publisher, ArcGIS Network Analyst, ArcGIS ArcGIS Spatial Analyst, ArcGIS Network Analyst
Schematics, ArcGIS Workflow Manager for Desktop,
Limited Quantities
ArcGIS Data Reviewer
One (1) Annual Subscription to Esri Developer Network
(EDN) Standard*
Server Software and Extensions
ArcGIS for Server Workgroup and Enterprise One (1) Esri CityEngine Advanced Single Use License
(Advanced, Standard, and Basic) One (1) Esri CityEngine Advanced Concurrent Use License
+
ArcGIS for Server Extensions: ArcGIS 3D Analyst, One (1) Level 5 ArcGIS Online Subscription
+
ArcGIS Spatial Analyst, ArcGIS Geostatistical Analyst, One (1) Level 5 Portal for ArcGIS Subscription
ArcGIS Network Analyst, ArcGIS Schematics, ArcGIS
Workflow Manager for Server, ArcGIS Image Extension
for Server
OTHER BENEFITS
Number of Esri User Conference registrations provided annually
4
Number of Tier 1 Help Desk individuals authorized to call Esri
4
Maximum number of sets of backup media, if requested**
2
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.
+
The quantity of named users and credits are specified in the corresponding program description.
Page 1 of 5 08/02/2016
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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 4Product 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):
Page 2 of 5 08/02/2016
DocuSign Envelope ID: C579299C-4666-4198-A947-5BE886D197E4
1.0 A DDITIONAL D EFINITIONS 2.0 A DDITIONAL G RANT OF L ICENSE
In addition to the definitions provided in the License 2.1 Grant of License. Subject to the terms and
Agreement, the following definitions apply to this conditions of this Agreement, Esri grants to Licensee
Agreement: a personal, nonexclusive, nontransferable license
solely to use, copy, and Deploy quantities of the
"Deploy", "Deployed" and "Deployment" mean to Products listed in Table AList of Products for the
redistribute and install the Products and related term provided on the first page (i) for the applicable
Authorization Codes within Licensee's organization(s). Fee and (ii) in accordance with the License
Agreement.
"Fee" means the fee set forth in the Quotation.
2.2 Consultant Access. Esri grants Licensee the right to
"Incident" means a failure of the Software or Online permit Licensee's consultants or contractors to use the
Services to operate according to the Documentation Products exclusively for Licensee's benefit. Licensee
where such failure substantially impacts operational or will be solely responsible for compliance by
functional performance. consultants and contractors with this Agreement and
will ensure that the consultant or contractor
"License Agreement" means (i) the applicable license discontinues use of Products upon completion of
agreement incorporated by this reference that is found at work for Licensee. Access to or use of Products by
http://www.esri.com/legal/software-license; composed of consultants or contractors not exclusively for
the General License Terms and Conditions (E204) and Licensee's benefit is prohibited. Licensee may not
Exhibit 1, Scope of Use (E300); and available in the permit its consultants or contractors to install
installation process requiring acceptance by electronic Software or Data on consultant, contractor, or third-
acknowledgment or (ii) a signed license agreement party computers or remove Software or Data from
between the parties that supersedes such electronically Licensee locations, except for the purpose of hosting
acknowledged license agreement. the Software or Data on Contractor Servers for the
benefit of Licensee.
"Maintenance" means Tier 2 Support, Product updates,
and Product patches provided to Licensee during the
3.0 T ERM, T ERMINATION, AND E XPIRATION
Term of Agreement.
3.1 Term. This Agreement and all licenses hereunder
"Product(s)" means the products identified in Table A
will commence on the Effective Date and continue
List of Products and any updates to the list Esri provides
for the duration identified in the Term of Agreement,
in writing.
unless this Agreement is terminated earlier as
provided herein. Licensee is only authorized to use
"Quotation" means the offer letter and quotation
Products during the Term of Agreement. For an
provided separately to Licensee.
Agreement with a limited term, Esri does not grant
Licensee an indefinite or a perpetual license to
"Technical Support" means the technical assistance for
Products.
attempting resolution of a reported Incident through error
correction, patches, hot fixes, workarounds, replacement
3.2 No Use upon Agreement Expiration or
deliveries, or any other type of Product corrections or
Termination. All Product licenses and all
modifications.
Maintenance, Esri Virtual Campus access, and Esri
User Conference registrations terminate on expiration
"Tier 1 Help Desk" means Licensee's point of contact(s)
or termination of this Agreement.
to provide all Tier 1 Support within Licensee's
organization(s).
3.3 Termination for a Material Breach. Either party
may terminate this Agreement for a material breach
"Tier 1 Support" means the Technical Support provided
by the other party. The breaching party will have
by the Tier 1 Help Desk.
thirty (30) days from the date of written notice to
"Tier 2 Support" means the Technical Support provided cure any material breach.
to the Tier 1 Help Desk when an Incident cannot be
3.4 Termination for Lack of Funds. For an Agreement
resolved through Tier 1 Support. Licensee will receive
with government or government-owned entities,
Tier 2 Support from Esri.
either party may terminate this Agreement before any
subsequent year if Licensee is unable to secure
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funding through the legislative or governing body's 2. The Tier 1 Help Desk will be fully trained in the
approval process. Products.
3.5 Follow-on Term. If the parties enter into another 3. At a minimum, Tier 1 Support will include those
agreement substantially similar to this Agreement for activities that assist the user in resolving how-to
an additional term, the effective date of the follow-on and operational questions as well as questions on
agreement will be the day after the expiration date of installation and troubleshooting procedures.
this Agreement.
4. The Tier 1 Help Desk will be the initial points of
contact for all questions and reporting of an
4.0 P RODUCT U PDATES
Incident. The Tier 1 Help Desk will obtain a full
description of each reported Incident and the
4.1 Future Updates. Esri reserves the right to update the
system configuration from the user. This may
list of Products in Table AList of Products by
include obtaining any customizations, code
providing written notice to Licensee. Licensee may
samples, or data involved in the Incident. The
continue to use all Products that have been Deployed,
Tier 1 Help Desk may also use any other
but support and upgrades for deleted items may not
information and databases that may be developed
be available. As new Products are incorporated into
to satisfactorily resolve the Incident.
the standard program, they will be offered to
Licensee via written notice for incorporation into the
5. If the Tier 1 Help Desk cannot resolve the
Products schedule at no additional charge. Licensee's
Incident, an authorized Tier 1 Help Desk
use of new or updated Products requires Licensee to
individual may contact Tier 2 Support. The
adhere to applicable additional or revised terms and
Tier 1 Help Desk will provide support in such a
conditions of the License Agreement.
way as to minimize repeat calls and make
solutions to problems available to Licensee.
4.2 Product Life Cycle. During the Term of Agreement,
some Products may be retired or may no longer be
6. Tier 1 Help Desk individuals are the only
available to Deploy in the identified quantities.
individuals authorized to contact Tier 2 Support.
Maintenance will be subject to the individual Product
Licensee may change the Tier 1 Help Desk
Life Cycle Support Status and Product Life Cycle
individuals by written notice to Esri.
Support Policy, which can be found at
http://support.esri.com/en/content
b. Tier 2 Support
/productlifecycles. Updates for Products in the
mature and retired phases may not be available.
1. Tier 2 Support will log the calls received from
Licensee may continue to use Products already
Tier 1 Help Desk.
Deployed during the Term of Agreement, but
Licensee will not be able to Deploy retired Products.
2. Tier 2 Support will review all information
collected by and received from the Tier 1 Help
Desk including preliminary documented
5.0 M AINTENANCE
troubleshooting provided by the Tier 1 Help
Desk when Tier 2 Support is required.
The Fee includes standard maintenance benefits during
the Term of Agreement as specified in the most current
3. Tier 2 Support may request that Tier 1 Help
applicable Esri Maintenance and Support Program
Desk individuals provide verification of
document (found at http://www.esri.com/legal). At Esri's
information, additional information, or answers
sole discretion, Esri may make patches, hot fixes, or
to additional questions to supplement any
updates available for download. No Software other than
preliminary information gathering or
the defined Products will receive Maintenance. Licensee
troubleshooting performed by Tier 1 Help Desk.
may acquire maintenance for other Software outside this
Agreement.
4. Tier 2 Support will attempt to resolve the
Incident submitted by Tier 1 Help Desk.
a. Tier 1 Support
5. When the Incident is resolved, Tier 2 Support
1. Licensee will provide Tier 1 Support through the
will communicate the information to Tier 1 Help
Tier 1 Help Desk to all Licensee's authorized
Desk, and Tier 1 Help Desk will disseminate the
users.
resolution to the user(s).
Page 4 of 5 08/02/2016
DocuSign Envelope ID: C579299C-4666-4198-A947-5BE886D197E4
8.2 Order Requirements. Esri does not require Licensee
6.0 E NDORSEMENT AND P UBLICITY
to issue a purchase order. Licensee may submit a
purchase order in accordance with its own process
This Agreement will not be construed or interpreted as an
requirements, provided that if Licensee issues a
exclusive dealings agreement or Licensee's endorsement
purchase order, Licensee will submit its initial
of Products. Either party may publicize the existence of
purchase order on the Effective Date. If this is a
this Agreement.
multi-year Agreement, Licensee will submit
subsequent purchase orders to Esri at least thirty (30)
7.0 A DMINISTRATIVE R EQUIREMENTS
calendar days before the annual anniversary date for
each additional year.
7.1 OEM Licenses. Under Esri's OEM or Solution OEM
programs, OEM partners are authorized to embed or a. All orders pertaining to this Agreement will be
bundle portions of Esri products and services with processed through Licensee's centralized point of
their application or service. OEM partners' business contact.
model, licensing terms and conditions, and pricing b. The following information will be included in each
are independent of this Agreement. Licensee will not Ordering Document:
seek any discount from the OEM partner or Esri
based on the availability of Products under this (1) Licensee name; Esri customer number, if known;
Agreement. Licensee will not decouple Esri products and bill-to and ship-to addresses
or services from the OEM partners' application or (2) Order number
service. (3) Applicable annual payment due
9.0 M ERGERS, A CQUISITIONS, O R
7.2 Annual Report of Deployments. At each
anniversary date and ninety (90) calendar days prior
D IVESTITURES
to the expiration date of this Agreement, Licensee
will provide Esri with a written report detailing all
If Licensee is a commercial entity, Licensee will notify
Deployments. Upon request, Licensee will provide
Esri in writing in the event of (i) a consolidation, merger,
records sufficient to verify the accuracy of the annual
or reorganization of Licensee with or into another
report.
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
8.0 O RDERING, A DMINISTRATIVE
to as "Ownership Change"). There will be no decrease in
P ROCEDURES, D ELIVERY, AND
Fee as a result of any Ownership Change.
D EPLOYMENT
9.1 If an Ownership Change increases the cumulative
program count beyond the maximum level for this
8.1 Orders, Delivery, and Deployment
Agreement, Esri reserves the right to increase the Fee
or terminate this Agreement and the parties will
a. Upon the Effective Date, Esri will invoice Licensee
negotiate a new agreement.
and provide Authorization Codes to activate the
nondestructive copy protection program that enables
9.2 If an Ownership Change results in transfer or sale of
Licensee to download, operate, or allow access to the
a portion of Licensee's organization, that portion of
Products. If this is a multi-year Agreement, Esri may
Licensee's organization will transfer the Products to
invoice the Fee thirty (30) calendar days before the
Licensee or uninstall, remove, and destroy all copies
annual anniversary date for each additional year.
of the Products.
b. Undisputed invoices will be due and payable within
thirty (30) calendar days from the date of invoice.
9.3 This Agreement may not be assigned to a successor
Esri's federal ID number is 95-2775-732.
entity as a result of an Ownership Change unless
c. If requested, Esri will ship backup media to the ship-
approved by Esri in writing in advance. If the
to address identified on the Ordering Document, FOB
assignment to the new entity is not approved,
Destination, with shipping charges prepaid. Licensee
Licensee will require any successor entity to
acknowledges that should sales or use taxes become
uninstall, remove, and destroy the Products. This
due as a result of any shipments of tangible media,
Agreement will terminate upon such Ownership
Esri has a right to invoice and Licensee will pay any
Change.
such sales or use tax associated with the receipt of
tangible media.
Page 5 of 5 08/02/2016
Certificate Of Completion
Envelope Id: C579299C46664198A9475BE886D197E4Status: Completed
Subject: City Council Docusign Item - File #3880 - ESRI
Source Envelope:
Document Pages: 10Signatures: 4Envelope Originator:
Certificate Pages: 6Initials: 0Cindy Alonzo
AutoNav: EnabledCynthia.Alonzo@cityofdenton.com
EnvelopeId Stamping: EnabledIP Address: 129.120.6.150
Time Zone: (UTC-08:00) Pacific Time (US & Canada)
Record Tracking
Status: OriginalHolder: Cindy AlonzoLocation: DocuSign
9/15/2016 11:48:39 AM Cynthia.Alonzo@cityofdenton.com
Signer EventsSignatureTimestamp
Cindy AlonzoSent: 9/15/2016 12:08:21 PM
Completed
cynthia.alonzo@cityofdenton.comViewed: 9/15/2016 12:08:30 PM
BuyerSigned: 9/16/2016 7:16:02 AM
Using IP Address: 129.120.6.150
City of Denton
Security Level: Email, Account Authentication
(Optional)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
ID:
William C. FlemingSent: 9/16/2016 10:04:20 AM
BFleming@esri.comViewed: 9/16/2016 10:06:46 AM
Managing Business AttorneySigned: 9/16/2016 10:17:22 AM
Security Level: Email, Account Authentication
Using IP Address: 198.102.62.250
(Optional)
Electronic Record and Signature Disclosure:
Accepted: 9/16/2016 10:06:46 AM
ID: bef56dea-e83d-4b2c-b24c-5ce9ca150a66
John KnightSent: 9/16/2016 10:17:25 AM
john.knight@cityofdenton.comResent: 9/21/2016 2:56:30 PM
Deputy City AttorneyViewed: 9/21/2016 3:23:10 PM
City of DentonSigned: 9/21/2016 3:23:42 PM
Using IP Address: 129.120.6.150
Security Level: Email, Account Authentication
(Optional)
Electronic Record and Signature Disclosure:
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ID:
Julia WinkleySent: 9/21/2016 3:23:44 PM
Completed
julia.winkley@cityofdenton.comViewed: 9/22/2016 5:11:02 AM
Contracts Administration SupervisorSigned: 9/22/2016 5:12:00 AM
Using IP Address: 129.120.6.150
City of Denton
Security Level: Email, Account Authentication
(Optional)
Electronic Record and Signature Disclosure:
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ID:
Signer EventsSignatureTimestamp
Howard MartinSent: 9/22/2016 5:12:04 AM
howard.martin@cityofdenton.comViewed: 9/22/2016 10:53:52 AM
Interim City ManagerSigned: 9/22/2016 10:54:26 AM
City of Denton
Using IP Address: 129.120.6.150
Security Level: Email, Account Authentication
(Optional)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
ID:
In Person Signer EventsSignatureTimestamp
Editor Delivery EventsStatusTimestamp
Agent Delivery EventsStatusTimestamp
Intermediary Delivery EventsStatusTimestamp
Certified Delivery EventsStatusTimestamp
Carbon Copy EventsStatusTimestamp
Tim BrazealSent: 9/16/2016 10:04:21 AM
TBrazeal@esri.com
Security Level: Email, Account Authentication
(Optional)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
ID:
Julia WinkleySent: 9/16/2016 10:17:24 AM
julia.winkley@cityofdenton.comViewed: 9/16/2016 10:18:31 AM
Contracts Administration Supervisor
City of Denton
Security Level: Email, Account Authentication
(Optional)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
ID:
Sherri ThurmanSent: 9/16/2016 10:17:24 AM
sherri.thurman@cityofdenton.com
Security Level: Email, Account Authentication
(Optional)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
ID:
Jane RichardsonSent: 9/22/2016 5:12:02 AM
jane.richardson@cityofdenton.comViewed: 9/22/2016 9:53:08 AM
Security Level: Email, Account Authentication
(Optional)
Electronic Record and Signature Disclosure:
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ID:
Robin FoxSent: 9/22/2016 5:12:02 AM
Robin.fox@cityofdenton.com
Security Level: Email, Account Authentication
(Optional)
Carbon Copy EventsStatusTimestamp
Electronic Record and Signature Disclosure:
Accepted: 10/9/2015 11:39:51 AM
ID: 04463961-03db-4c4d-9228-d660d6146ed6
Jennifer WaltersSent: 9/22/2016 10:54:28 AM
jennifer.walters@cityofdenton.com
City Secretary
City of Denton
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Electronic Record and Signature Disclosure:
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ID:
Jennifer BridgesSent: 9/22/2016 10:54:29 AM
jennifer.bridges@cityofdenton.com
Procurement Assistant
City of Denton
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Jane RichardsonSent: 9/22/2016 10:54:31 AM
jane.richardson@cityofdenton.com
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ID:
Tony SmithSent: 9/22/2016 10:54:32 AM
John.Smith@cityofdenton.com
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Electronic Record and Signature Disclosure:
Accepted: 11/3/2015 1:05:42 PM
ID: c01acd43-1536-4c1f-a39e-bded0cf8c1c3
Thomas BrownSent: 9/22/2016 10:54:34 AM
Thomas_Brown@esri.comViewed: 9/22/2016 10:55:07 AM
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Envelope Summary EventsStatusTimestamps
Envelope SentHashed/Encrypted9/22/2016 10:54:34 AM
Certified DeliveredSecurity Checked9/22/2016 10:54:34 AM
Signing CompleteSecurity Checked9/22/2016 10:54:34 AM
CompletedSecurity Checked9/22/2016 10:54:34 AM
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