2017-079OB&ALIANCE NO. 2017-079
...• ! � •; .. . 1 • • ....:.111.
EXCEED $153,000).
WHEREAS, on March 4, 2014, by Ordinance No. 2014-066, the City awarded a contract to
Environmental Systems Research Institute, Inc. in the amount of $75,000 for ArcGIS Software; and
WHEREAS, the Staff having recommended, and the City Manager having recommended to
the Council that an amendment be authorized to amend such contract agreement with respect to
extending the contract an additional three (3) years and all required licenses, and an increase in the
payment amount, and said fees under the proposed contract are fair and reasonable and are consistent
with and not higher than the recommended practices and fees applicable to the Provider's profession
and such fees do not exceed the maximum provided by law; NOW, THEREFORE,
11081WK6151124161 103=111
SECTION 1. The First Amendment, increasing the amount of the contract between the City
and Environmental Systems Research Institute, Inc., which is on file in the office of the Purchasing
Agent, in the amount of Seventy Eight Thousand and 0/100 ($78,000) Dollars, is hereby approved
and the expenditure of funds therefor is hereby authorized in accordance with said amendment. The
total contract amount increases to $153,000.
SECTION 2. This ordinance shall become effective immediately upon its passage and
approval,.
PASSED AND APPROVED this the day of \j C 2017.
0,1111-11(LjA, . . . . ......................
CHRIS WATTS, MAYOR
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
1),4
BY: o
* %0 -kTA
023 11..,dT 0 Mae
� 17
BY:
DocuSign Envelope ID: 3F000264 -763A-41 F4-A8DF-5E4B4D9BDE20
THE STATE OF TEXAS §
COUNTY OF DENTON §
FIRST AMENDMENT TO CONTRACT
BY AND BETWEEN THE CITY OF DENTON, TEXAS
AND ENVIRONMENTAL SYSTEMS RESEARCH INSTITUTE, INC.
[FILE NO. 54661
THIS FIRST AMENDMENT TO CONTRACT 5466 ("Amendment") by and
between the City of Denton, Texas ("Licensee") and ENVIRONMENTAL SYSTEMS
RESEARCH INSTITUTE, INC. ("Esri");
The Licensee deems it necessary to further expand the goods/services provided by
Esri to Licensee;
NOW THEREFORE,
1. Exhibit A, "QUOTATION 20499998", is incorporated into this agreement
as the First Amendment, and attached hereto.
2. The revised not to exceed amount is $ 153,000, which is calculated by
adding the prior 3 -year price of $75,000 with the newly quoted 3 -year term
of $78,000 found in Exhibit A.
3. The term of Contract 5466 is hereby extended an additional 3 years, as stated
in Exhibit A.
4. Table A, List of Products, incorporated within Exhibit A, hereby replace the
prior Table A.
5. The Other Benefits Table, incorporated within Exhibit A, hereby replace the
prior Other Benefits Table.
All other provisions of the contract 5466, as heretofore amended, remain in full force and
effect.
IN WITNESS WHEREOF, the Licensee and Esri, have each executed this
Amendment, by and through their respective duly authorized representatives and officers
on this date March 7, 2017
FILE 5466 — Amendment 41 Page 1 of 2
DocuSign Envelope ID: 3F000264 -763A-41 F4-A8DF-5E4B4D9BDE20
"Licensee"
CITY OF DENTON, TEXAS
A Texas Municipal Corporation
,I{.�D�ocuSig ned by:
By:
TODD HILEMAN
CITY MANAGER
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
DocuSigned by:,,,
DF
aVU- KdLa �Sf ,
By.9s F-9 FRNDao.,_.
APPROVED AS TO LEGAL FORM:
AARON LEAL, INTERIM CITY ATTORNEY
DocuSigned by:
P6- �o
"Esri"
ENVIRONMENTAL SYSTEMS RESEARCH INSTITUTE, INC.
A California Corporation
DocuSigned by:
�] E�-VlS 4.1OV-0,�.ov�, Manager, Domestic Contracts
B_7 • F7A50745Fl2/074R6
AUTHORIZED SIGNATURE, TITLE
FILE 5466 — Amendment 41 Page 2 of 2
DocuSign Envelope ID: 3F000264 -763A-41 F4-A8DF-5E4B4D9BDE20
Exhibit A
January 5, 2017
Mr. Trey Price
City of Denton
1659 Spencer Rd
Denton, TX 76205
Dear Trey,
The Esri Small Utility Enterprise License Agreement (ELA) is a three-year agreement that will grant your
organization access to Esri® term license software on an unlimited basis including maintenance on all
software offered through the ELA for the term of the agreement. The ELA will be effective on the date
executed and will require a firm, three-year commitment.
Based on Esri's work with several organizations similar to yours, we know there is significant potential to
apply geographic information system (GIS) technology in many operational and technical areas within
your organization. For this reason, we believe that your organization will greatly benefit from an
enterprise license agreement.
An ELA will provide your organization with numerous benefits including:
■ A lower cost per unit for licensed software
■ Substantially reduced administrative and procurement expenses
■ Maintenance on all Esri software deployed under this agreement
■ Complete flexibility to deploy software products when and where needed
The following business terms and conditions will apply:
■ All current departments, employees, and in-house contractors of the organization will be eligible
to use the software and services included in the ELA.
■ If your organization wishes to acquire and/or maintain any Esri software during the term of the
agreement that is not included in the ELA, it may do so separately at the Esri pricing that is
generally available for your organization for software and maintenance.
■ The organization will establish a single point of contact for orders and deliveries and will be
responsible for redistribution to eligible users.
■ The organization will establish a Tier I support center to field calls from internal users of Esri
software. The organization may designate individuals as specified in the ELA who may directly
contact Esri for Tier 2 technical support.
■ The organization will provide an annual report of installed Esri software to Esri.
■ Esri software and updates that the organization is licensed to use will be automatically available
for downloading.
380 New York Street 909 793 2853
Redlands, California 92373-8100 USA info@esri.com esri.com
DocuSign Envelope ID: 3F000264 -763A-41 F4-A8DF-5E4B4D9BDE20
Exhibit A
■ The organization will act as an Esri reference site and will permit Esri to publicize its use of Esri
software and services.
■ The fee and benefits offered in this ELA proposal are contingent upon your acceptance of Esri's
Small Utility ELA terms and conditions.
■ Licenses are valid for the term of the ELA.
The terms and conditions in this Small Utility ELA offer are for utilities with a total meter/subscriber
count which falls under the applicable tier in the Esri ELA Small Utility Program. By accepting this offer,
you confirm that your organization's meter count falls within this range on the date of signature and that
you are therefore eligible for this pricing. If your organization's meter/subscriber count does not fall
within this range, please confirm your current meter/subscriber count, and Esri will provide a revised
quotation.
This program offer is valid for 90 days. To complete the agreement within this time frame, please contact
me within the next seven days to work through any questions or concerns you may have. To expedite
your acceptance of this ELA offer:
1. Sign and return the whole agreement per the instructions in the terms and conditions.
On the first page of the ELA, identify the central point of contact/agreement administrator. The
agreement administrator is the party that will be the contact for management of the software,
administration issues, and general operations. Information should include name, title (if
applicable), address, phone number, and e-mail address.
3. In the purchase order, identify the "Ship to" and "Bill to" information for your organization.
4. Send the purchase order and agreement to the address, email or fax noted below:
Esri
Attn: Customer Service SU-ELA
380 New York Street
Redlands, CA 92373-8100
e-mail: service@esri.com
fax documents to: 909-307-3083
I appreciate the opportunity to present you with this proposal, and I believe it will bring great benefits to
your organization.
Thank you very much for your consideration.
Best Regards,
Keith Krall
Small Utility ELA 2
DocuSign Envelope ID: 3F000264 -763A-41 F4-A8DF-5E4B4D9BDE20
0 Exhibit A
0 esn, Quotation # 20499998
Date: January 4, 2017
ENVIRONMENTAL SYSTEMS RESEARCH INSTITUTE, INC. Customer # 6835 Contract #
111 Market Street NE, Suite 250
Olympia, WA 98501 City of Denton
Phone: (360) 754-4727 Fax: (360) 943-6910 Municipal Electric
Rd
DUNS Number: 06-313-4175 CAGE Code: OAMS3 Dent Spencer
Denton, TX 76205
To expedite your order, please attach a copy of
this quotation to your purchase order. ATTENTION: Trey Price
Quote is valid from: 01/04/2017 To: 04/04/2017 PHONE: (940) 349-7127
FAX: (940) 349-7334
Material Qty
Description
Unit Price
Total
114761 1
Meter Counts of 10,001 to 50,000 Small Utility Term Enterprise License
26,000.00
26,000.00
Agreement - Payment Due Year 1
114761 1
Meter Counts of 10,001 to 50,000 Small Utility Term Enterprise License
26,000.00
26,000.00
Agreement - Payment Due Year 2
114761 1
Meter Counts of 10,001 to 50,000 Small Utility Term Enterprise License
26,000.00
26,000.00
Agreement - Payment Due Year 3
Item Total:
78,000.00
Subtotal:
78,000.00
Sales Tax:
0.00
Estimated Shipping & Handling(2 Day Delivery) :
0.00
Contract Pricing Adjust:
0.00
Total:
$78,000.00
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: Keith Krall
Email: kkrall(a-)esri.com Phone: (360) 754-4727 x8951
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
KRALLK This offer is limited to the terms and conditions incorporated and attached herein.
DocuSign Envelope ID: 3F000264 -763A-41 F4-A8DF-5E4B4D9BDE20
Exhibit A
ENVIRONMENTAL SYSTEMS RESEARCH INSTITUTE, INC.
111 Market Street NE, Suite 250
Olympia, WA 98501
Phone: (360) 754-4727 Fax: (360) 943-6910
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: 01/04/2017 To: 04/04/2017
Quotation # 20499998
Date: January 4, 2017
Customer # 6835 Contract #
City of Denton
Municipal Electric
1659 Spencer Rd
Denton, TX 76205
ATTENTION: Trey Price
PHONE: (940) 349-7127
FAX: (940) 349-7334
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.
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 CONFIRM THAT YOU ARE AUTHORIZED TO OBLIGATE FUNDS FOR YOUR ORGANIZATION, AND 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. DO NOT USE THIS FORM IF YOUR ORGANIZATION WILL NOT HONOR AND PAY ESRI'S INVOICE WITHOUT ADDITIONAL AUTHORIZING
PAPERWORK.
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 tax 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 Esri with a copy of a current tax exemption certificate issued by your state's taxing authority for the given jurisdiction.
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: Keith Krall
Email: kkrall(a-)esri.com Phone: (360) 754-4727 x8951
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
KRALLK This offer is limited to the terms and conditions incorporated and attached herein.
DocuSign Envelope ID: 3F000264 -763A-41 F4-A8DF-5E4B4D9BDE20
t4�Y
Exhibit A
Esri Use Only:
Cust. Name
Cust. #
PO #
Esri Agreement #
Esii, 380 New York St., Redlands, CA 92373-8100 USA • TEL 909-793-2853 • FAX 909-793-5953
(E215-2)
This Agreement is by and between the organization identified in the Quotation ("Licensee") and Environmental Systems
Research Institute, Inc. ("Esri").
This Agreement sets forth the terms for Licensee's use of Products and incorporates by reference (i) the Quotation and (ii) the
License Agreement. Should there be any conflict between the terms and conditions of the documents that comprise this
Agreement, the order of precedence for the documents shall be as follows: (i) the Quotation, (ii) this Agreement, and (iii) the
License Agreement. This Agreement shall be governed by and construed in accordance with the laws of the state in which
Licensee is located without reference to conflict of laws principles, and the United States of America federal law shall govern
in matters of intellectual property. The modifications and additional rights granted in this Agreement apply only to the
Products listed in Table A.
'r kyle A.
,ist rel` Products
Uncapped Quantities
Desktop Software and Extensions
ArcGIS Desktop Advanced
ArcGIS Desktop Standard
ArcGIS Desktop Basic
ArcGIS Desktop Extensions: ArcGIS 3D Analyst,
ArcGIS Spatial Analyst, ArcGIS Geostatistical Analyst,
ArcGIS Publisher, ArcGIS Network Analyst, ArcGIS
Schematics, ArcGIS Workflow Manager, ArcGIS Data
Reviewer
Enterprise Software and Extensions
ArcGIS Enterprise and Workgroup
(Advanced and Standard)
ArcGIS Enterprise Extensions: ArcGIS 3D Analyst,
ArcGIS Spatial Analyst, ArcGIS Geostatistical Analyst,
ArcGIS Network Analyst, ArcGIS Schematics, ArcGIS
Workflow Manager
Enterprise Optional Server
ArcGIS Image Server
Developer Tools
ArcGIS Engine
ArcGIS Engine Extensions: ArcGIS 3D Analyst, ArcGIS
Spatial Analyst, ArcGIS Engine Geodatabase Update,
ArcGIS Network Analyst, ArcGIS Schematics
ArcGIS Runtime (Standard)
ArcGIS Runtime Analysis Extension
Limited Quantities
One (1) Annual Subscription to Esri Developer Network
(EDN) Standard*
Two (2) Esri CityEngine Advanced Single Use Licenses
50 Level I ArcGIS Online Named Users
50 Level 2 ArcGIS Online Named Users
10,000 ArcGIS Online Service Credits
50 Level I ArcGIS Enterprise Named Users
50 Level 2 ArcGIS Enterprise Named Users
2 Insights for ArcGIS
OTHER BENEFITS
Number of Esri User Conference Registrations provided annually 2
Number of Tier 1 Help Desk Individuals authorized to call Esri 3
Maximum number of sets of backup media, if requested** 2
Number of Seats in `Working with Geometric Networks for Utilities' class 1
Self -Paced e -Learning Uncapped
Five percent (5%) discount on all individual commercially available instructor -led training classes at Esri facilities
purchased outside this Agreement (Discount does not apply to Small Enterprise Training Package.)
*Maintenance is not provided for these items
**Additional sets of backup media may be purchased for a fee
Page 1 of 5
11/04/2016
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Exhibit A
Licensee may accept this Agreement by signing and returning the whole Agreement with a signed sales quotation, purchase
order, or other document that matches the Quotation and references this Agreement ("Ordering Document"). ADDITIONAL
OR CONFLICTING TERMS IN LICENSEE'S ORDERING DOCUMENT WILL NOT APPLY, AND THE TERMS
OF THIS AGREEMENT WILL GOVERN. This Agreement is effective as of the date of Esri's receipt of Licensee's
Ordering Document incorporating this Agreement by reference, unless otherwise agreed to by the parties ("Effective Date").
Term of Agreement: Three (3) years
This Agreement supersedes any previous agreements, proposals, presentations, understandings, and arrangements between
the parties relating to the licensing of the Products. Except as provided in Article 4—Product Updates, no modifications can
be made to this Agreement.
Accepted and Agreed
(Licensee)
By:
Authorized Signature
Printed Name:
Title:
Date:
Contact:
Address:
City, State, Postal Code:
Country:
Quotation Number (if applicable):
LKENSEE CONTACT INFORMATION
Telephone:
Fax:
E-mail:
Page 2 of 5 11/04/2016
DocuSign Envelope ID: 3F000264 -763A-41 F4-A8DF-5E4B4D9BDE20
Exhibit A
In addition to the definitions provided in the License
Agreement, the following definitions apply to this
Agreement:
"Deploy", "Deployed" and "Deployment" mean to
redistribute and install the Products and related
Authorization Codes within Licensee's organization(s).
"Fee" means the fee set forth in the Quotation.
"Case" means a failure of the Software or Online
Services to operate according to the Documentation
where such failure substantially impacts operational or
functional performance.
"License Agreement" means the applicable license
agreement for Esri Products incorporated by this
reference that is (i) found at
http://www.esri.com/legal/software-license and available
in the installation process requiring acceptance by
electronic acknowledgment or (ii) a signed Esri license
agreement that supersedes such electronically
acknowledged license agreement.
"Maintenance" means Tier 2 Support, Product updates,
and Product patches provided to Licensee during the
Term of Agreement.
"Product(s)" means the products identified in Table A–
List of Products and any updates to the list Esri provides
in writing.
"Quotation" means the offer letter and quotation
provided separately to Licensee.
"Technical Support" means the technical assistance for
attempting resolution of a reported Case through error
correction, patches, hot fixes, workarounds, replacement
deliveries, or any other type of Product corrections or
modifications.
"Tier 1 Help Desk" means Licensee's point of contacts)
to provide all Tier 1 Support within Licensee's
organization(s).
"Tier 1 Support" means the Technical Support provided
by the Tier I Help Desk.
"Tier 2 Support" means the Technical Support provided
to the Tier 1 Help Desk when a Case cannot be resolved
through Tier I Support. Licensee will receive Tier 2
Support from Esri.
2.0—ADDFHO.�,U, GRAINTOF LICENSE
2.1 Grant of License. Subject to the terms and
conditions of this Agreement, Esri grants to Licensee
a personal, nonexclusive, nontransferable license
solely to use, copy, and Deploy quantities of the
Products listed in Table A—List of Products for the
term provided on the first page (i) for the applicable
Fee and (ii) in accordance with the License
Agreement.
2.2 Consultant Access. Esri grants Licensee the right to
permit Licensee's consultants or contractors to use the
Products exclusively for Licensee's benefit. Licensee
will be solely responsible for compliance by
consultants and contractors with this Agreement and
will ensure that the consultant or contractor
discontinues use of Products upon completion of
work for Licensee. Access to or use of Products by
consultants or contractors not exclusively for
Licensee's benefit is prohibited. Licensee may not
permit its consultants or contractors to install
Software or Data on consultant, contractor, or third -
party computers or remove Software or Data from
Licensee locations, except for the purpose of hosting
the Software or Data on Contractor Servers for the
benefit of Licensee.
3.1 Term. This Agreement and all licenses hereunder
will commence on the Effective Date and continue
for the duration identified in the Term of Agreement,
unless this Agreement is terminated earlier as
provided herein. Licensee is only authorized to use
Products during the Term of Agreement. For an
Agreement with a limited term, Esri does not grant
Licensee an indefinite or a perpetual license to
Products.
3.2 No Use upon Agreement Expiration or
Termination. All Product licenses, all Maintenance,
and Esri User Conference registrations terminate on
expiration or termination of this Agreement.
3.3 Termination for a Material Breach. Either party
may terminate this Agreement for a material breach
by the other party. The breaching party will have
thirty (30) days from the date of written notice to
cure any material breach.
3.4 Termination for Lack of Funds. For an Agreement
with government or government-owned entities,
either party may terminate this Agreement before any
subsequent year if Licensee is unable to secure
funding through the legislative or governing body's
approval process.
Page 3 of 5
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Exhibit A
3. At a minimum, Tier 1 Support will include those
3.
Follow-on Term. If the parties enter into another
activities that assist the user in resolving how-to
agreement substantially similar to this Agreement for
and operational questions as well as questions on
an additional term, the effective date of the follow-on
installation and troubleshooting procedures.
agreement will be the day after the expiration date of
this Agreement.
4. The Tier 1 Help Desk will be the initial points of
contact for all questions and reporting of a Case.
The Tier 1 Help Desk will obtain a full
.0—PRODUCT
UPDAITES
description of each reported Case and the system
configuration from the user. This may include
.l
Future Updates. Esri reserves the right to update the
obtaining any customizations, code samples, or
list of Products in Table A—List of Products by
data involved in the Case. The Tier 1 Help Desk
providing written notice to Licensee. Licensee may
may also use any other information and
continue to use all Products that have been Deployed,
databases that may be developed to satisfactorily
but support and upgrades for deleted items may not
resolve the Case.
be available. As new Products are incorporated into
the standard program, they will be offered to
5. If the Tier 1 Help Desk cannot resolve the Case,
Licensee via written notice for incorporation into the
an authorized Tier I Help Desk individual may
Products schedule at no additional charge. Licensee's
contact Tier 2 Support. The Tier 1 Help Desk
use of new or updated Products requires Licensee to
will provide support in such a way as to
adhere to applicable additional or revised terms and
minimize repeat calls and make solutions to
conditions of the License Agreement.
problems available to Licensee.
.2
Product Life Cycle. During the Term of Agreement,
d. Tier 1 Help Desk individuals are the only
some Products may be retired or may no longer be
individuals authorized to contact Tier 2 Support.
available to Deploy in the identified quantities.
Licensee may change the Tier 1 Help Desk
Maintenance will be subject to the individual Product
individuals by written notice to Esri.
Life Cycle Support Status and Product Life Cycle
Support Policy, which can be found at
b 1'ler 2 Support
htt]2://su]212ort.esri.com/en/content
/productlifecycles. Updates for Products in the
1. Tier 2 Support will log the calls received from
mature and retired phases may not be available.
Tier 1 Help Desk.
Licensee may continue to use Products already
Deployed during the Term of Agreement, but
2. Tier 2 Support will review all information
Licensee will not be able to Deploy retired Products.
collected by and received from the Tier 1 Help
Desk including preliminary documented
troubleshooting provided by the Tier I 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
applicable Esri Maintenance and Support Program
document (found at http://www.esri.com/legal). At Esri's
sole discretion, Esri may make patches, hot fixes, or
updates available for download. No Software other than
the defined Products will receive Maintenance. Licensee
may acquire maintenance for other Software outside this
Agreement.
a. l`ler l Support
1. Licensee will provide Tier I Support through the
Tier 1 Help Desk to all Licensee's authorized
users.
2. The Tier 1 Help Desk will be fully trained in the
Products.
3. 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 I Help Desk.
. Tier 2 Support will attempt to resolve the Case
submitted by Tier I Help Desk.
. When the Case is resolved, Tier 2 Support will
communicate the information to Tier 1 Help
Desk, and Tier 1 Help Desk will disseminate the
resolution to the user(s).
Page 4 of 5 11/04/2016
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Exhibit A
.0—E DO SEMI T AN'r) PUBLICITY
This Agreement will not be construed or interpreted as an
exclusive dealings agreement or Licensee's endorsement
of Products. Either party may publicize the existence of
this Agreement.
REQUIREMENT'S
7.1 OEM Licenses. Under Esri's OEM or Solution OEM
programs, OEM partners are authorized to embed or
bundle portions of Esri products and services with
their application or service. OEM partners' business
model, licensing terms and conditions, and pricing
are independent of this Agreement. Licensee will not
seek any discount from the OEM partner or Esri
based on the availability of Products under this
Agreement. Licensee will not decouple Esri products
or services from the OEM partners' application or
service.
7.2 Annual Report of Deployments. At each
anniversary date and ninety (90) calendar days prior
to the expiration date of this Agreement, Licensee
will provide Esri with a written report detailing all
Deployments. Upon request, Licensee will provide
records sufficient to verify the accuracy of the annual
report.
8.0—ORDERING, ADMINISTRAITIVE
OCEDU RES, DELIVERY, AND
DEPLOYMENT
8.1 Orders, Delivery, and Deployment
a. Upon the Effective Date, Esri will invoice Licensee
and provide Authorization Codes to activate the
nondestructive copy protection program that enables
Licensee to download, operate, or allow access to the
Products. If this is a multi-year Agreement, Esri may
invoice the Fee thirty (30) calendar days before the
annual anniversary date for each additional year.
b. Undisputed invoices will be due and payable within
thirty (30) calendar days from the date of invoice.
Esri's federal ID number is 95-2775-732.
r. If requested, Esri will ship backup media to the ship -
to address identified on the Ordering Document, FOB
Destination, with shipping charges prepaid. Licensee
acknowledges that should sales or use taxes become
due as a result of any shipments of tangible media,
Esri has a right to invoice and Licensee will pay any
such sales or use tax associated with the receipt of
tangible media.
.2 Order Requirements. Esri does not require Licensee
to issue a purchase order. Licensee may submit a
purchase order in accordance with its own process
requirements, provided that if Licensee issues a
purchase order, Licensee will submit its initial
purchase order on the Effective Date. If this is a
multi-year Agreement, Licensee will submit
subsequent purchase orders to Esri at least thirty (30)
calendar days before the annual anniversary date for
each additional year.
a. All orders pertaining to this Agreement will be
processed through Licensee's centralized point of
contact.
bn The following information will be included in each
Ordering Document:
(1) Licensee name; Esri customer number, if known;
and bill -to and ship -to addresses
(2) Order number
(3) Applicable annual payment due
DiVES"('IT11 RES
If Licensee is a commercial entity, Licensee will notify
Esri in writing in the event of (i) a consolidation, merger,
or reorganization of Licensee with or into another
corporation or entity; (ii) Licensee's acquisition of another
entity; or (iii) a transfer or sale of all or part of Licensee's
organization (subsections i, ii, and iii, collectively referred
to as "Ownership Change"). There will be no decrease in
Fee as a result of any Ownership Change.
9.1 If an Ownership Change increases the cumulative
program count beyond the maximum level for this
Agreement, Esri reserves the right to increase the Fee
or terminate this Agreement and the parties will
negotiate a new agreement.
9.2 If an Ownership Change results in transfer or sale of
a portion of Licensee's organization, that portion of
Licensee's organization will transfer the Products to
Licensee or uninstall, remove, and destroy all copies
of the Products.
9.3 This Agreement may not be assigned to a successor
entity as a result of an Ownership Change unless
approved by Esri in writing in advance. If the
assignment to the new entity is not approved,
Licensee will require any successor entity to
uninstall, remove, and destroy the Products. This
Agreement will terminate upon such Ownership
Change.
Page 5 of 5
11/04/2016
Certificate Of Completion
Envelope Id: 3F000264763A41 F4A8DF5E4B4D9BDE20
Subject: Please DocuSign: City Council Amendment 5466 - ESRI, Inc.
Source Envelope:
Document Pages: 12 Signatures: 4
Supplemental Document Pages: 0 Initials: 0
Certificate Pages: 6
AutoNav: Enabled Payments: 0
Envelopeld Stamping: Enabled
Time Zone: (UTC -08:00) Pacific Time (US &
Canada)
Record Tracking
Status: Original
2/14/2017 9:11:47 AM
Signer Events
Rebecca Hunter
rebecca.hunter@cityofdenton.com
Senior Buyer
City of Denton
Security Level: Email, Account Authentication
(Optional)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
ID:
Chris Johnson
cjohnson@esri.com
Manager, Domestic Contracts
Security Level: Email, Account Authentication
(Optional)
Electronic Record and Signature Disclosure:
Accepted: 2/22/2017 9:22:21 AM
ID: 672827de-1867-4bOf-9796-d 5e6d 138ee 16
John Knight
john.knight@cityofdenton.com
Deputy City Attorney
City of Denton
Security Level: Email, Account Authentication
(Optional)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
ID:
Julia Winkley
julia.winkley@cityofdenton.com
Contracts Administration Supervisor
City of Denton
Security Level: Email, Account Authentication
(Optional)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
ID:
Holder: Rebecca Hunter
rebecca.hunter@cityofdenton.com
Signature
Completed
Using IP Address: 129.120.6.150
[D.C�siyoea ny:
G.aks D -V -V F.0V1,
F2A50245FF2202485...
Using IP Address: 198.102.62.250
ODI-Si,nld ny:
6LL6�o-
C821996C2A2B439...
Using IP Address: 129.120.6.150
Using IP Address: 129.120.6.150
Status: Completed
Envelope Originator:
Rebecca Hunter
rebecca.hunter@cityofdenton.com
IP Address: 129.120.6.150
Location: DocuSign
Timestamp
Sent: 2/22/2017 7:17:15 AM
Viewed: 2/22/2017 7:17:24 AM
Signed: 2/22/2017 7:21:02 AM
Sent: 2/22/2017 7:24:25 AM
Viewed: 2/22/2017 9:22:21 AM
Signed: 2/22/2017 9:24:26 AM
Sent: 2/22/2017 9:24:29 AM
Viewed: 2/22/2017 9:50:41 AM
Signed: 2/22/2017 9:50:51 AM
Sent: 2/22/2017 9:50:53 AM
Viewed: 2/22/2017 2:59:32 PM
Signed: 3/8/2017 6:29:42 AM
SetUR9a
Signer Events Signature Timestamp
Todd Hileman [D—Sig"Id
ly: Sent: 3/8/2017 6:29:47 AM
Todd. Hileman@cityofdenton.com j Ri"M ' Viewed: 3/8/2017 9:51:48 AM
Security Level: Email, Account Authentication B776c711BAoo454 Signed: 3/8/2017 9:51:56 AM
(Optional)
Using IP Address: 129.120.6.150
Electronic Record and Signature Disclosure:
Accepted: 2/8/2017 4:52:51 PM
ID:8154723a-9757-4d53-a4b5-794656233671
Jane Richardson ODIIUSil"Id
a.lnd,�t"�S61nly: Sent: 3/8/2017 9:51:58 AM
Jane.richardson@cityofdenton.com Resent: 3/9/2017 8:06:24 AM
Assistant City Secretary F96137F96F3D4D3... Viewed: 3/9/2017 1:10:09 PM
City of Denton Using IP Address: 129.120.6.150 Signed: 3/9/2017 1:10:34 PM
Security Level: Email, Account Authentication
(Optional)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
ID:
In Person Signer Events Signature Timestamp
Editor Delivery Events Status Timestamp
Agent Delivery Events Status Timestamp
Intermediary Delivery Events Status Timestamp
Certified Delivery Events Status Timestamp
Carbon Copy Events Status Timestamp
Erick Arial OPIED Sent: 2/22/2017 7:24:28 AM
earial@esri.com Viewed: 3/6/2017 1:32:39 PM
Security Level: Email, Account Authentication
(Optional)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
ID:
Sherri Thurman Sent: 2/22/2017 9:24:27 AM
sherri.thurman@cityofdenton.com [:::C:OPIED Viewed: 2/22/2017 9:27:16 AM
Security Level: Email, Account Authentication
(Optional)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
ID:
Julia Winkley OPIED Sent: 2/22/2017 9:24:28 AM
julia.winkley@cityofdenton.com
Contracts Administration Supervisor
City of Denton
Security Level: Email, Account Authentication
(Optional)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
ID:
Jane Richardson Sent: 3/8/2017 6:29:44 AM
jane.richardson@cityofdenton.com
Security Level: Email, Account Authentication
(Optional)
Carbon Copy Events Status Timestamp
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
ID:
Robin Fox Sent: 3/8/2017 6:29:45 AM
Robin.fox@cityofdenton.com L COPIED__j
Security Level: Email, Account Authentication
(Optional)
Electronic Record and Signature Disclosure:
Accepted: 10/9/2015 11:39:51 AM
ID:04463961-03db-4c4d-9228-d660d6146ed6
Jennifer Bridges Sent: 3/9/2017 1:10:36 PM
jennifer.bridges@cityofdenton.com OPIE
Procurement Assistant
City of Denton
Security Level: Email, Account Authentication
(Optional)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
ID:
Jane Richardson Sent: 3/9/2017 1:10:38 PM
jane.richardson@cityofdenton.com OPIE
Security Level: Email, Account Authentication
(Optional)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
ID:
Sam Mall Sent: 3/9/2017 1:10:41 PM
sam.mall@cityofdenton.com OPIE Viewed: 3/9/2017 2:29:16 PM
Security Level: Email, Account Authentication
(Optional)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
ID:
Keith Krall Sent: 3/9/2017 1:10:42 PM
kkrall@esri.com OPIE
Security Level: Email, Account Authentication
(Optional)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
ID:
Notary Events
Timestamp
Envelope Summary Events
Status
Timestamps
Envelope Sent
Hashed/Encrypted
3/9/2017 1:10:42 PM
Certified Delivered
Security Checked
3/9/2017 1:10:42 PM
Signing Complete
Security Checked
3/9/2017 1:10:42 PM
Completed
Security Checked
3/9/2017 1:10:42 PM
Payment Events Status Timestamps
Electronic Record and Signature Disclosure
Electronic Record and Signature Disclosure created on: 4/20/2015 7:25:38 AM
Parties agreed to: Chris Johnson, Todd Hileman, Robin Fox
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