Contract - ESRI, Inc. - 10/12/2017 •
�, esr'*i,& Quotation # 20512185
Date: July 28, 2017
Environmental Systems Research Institute, Inc. Customer#9643 Contract#
380 New York St City of Round Rock
Redlands,CA 92373-8100 Information Technology Dept
Phone: 909-793-2853 Fax: 909-307-3049 221 E Main St
DUNS Number: 06-313-4175 CAGE Code: OAMS3 Round Rock,TX 78664-5271
To expedite your order,please attach a copy of ATTENTION: Chris Collier
this quotation to your purchase order. PHONE: (512) 218 5423
Quote is valid from:07/28/2017 To: 10/26/2017
FAX:
Material Qty Description Unit Price Total
149390 1 Populations of 100,001 to 125,000 Small Government Term Enterprise 75,000.00 75,000.00
License Agreement-Year 1
149390 1 Populations of 100,001 to 125,000 Small Government Term Enterprise 75,000.00 75,000.00
License Agreement-Year 2
149390 1 Populations of 100,001 to 125,000 Small Government Term Enterprise 75,000.00 75,000.00
License Agreement-Year 3
115573 1 ArcPad Populations of 100,001 to 125,000 Small Government Enterprise 1,500.00 1,500.00
License Agreement-Year 1
115573 1 ArcPad Populations of 100,001 to 125,000 Small Government Enterprise 1,500.00 1,500.00
License Agreement-Year 2
115573 1 ArcPad Populations of 100,001 to 125,000 Small Government Enterprise 1,500.00 1,500.00
License Agreement-Year 3
Item Total: 229,500.00
Subtotal: 229,500.00
Sales Tax: 0.00
Estimated Shipping&Handling(2 Day Delivery): 0.00
Contract Pricing Adjust: 0.00
Total: $229,500.00
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 of this quotation and of your signed agreement with Esri,if applicable. If no such agreement covers
any item,then Esri's standard terms and conditions found at http://www.esd.com/legal/software-license apply to your purchase of that item.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 of this quotation is limited to the terms of this quotation.State and local government entities in California or Maryland buying
under the State Contract are also subject to the terms and conditions found at http://www.esd.com/legal/supplemental-terms-and-conditions.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 offerings.
1. 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.
RV som*' +001b
Esri Use Only:
Cust.Name
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Esri Agreement#
Esri,380 New York St.,Redlands,CA 92373-8100 USA-TEL 909-793-2853-FAX 909-793-5953
SMALL ENTERPRISE AGREEMENT
COUNTY AND MUNICIPALITY GOVERNMENT
(E214-=1)
This Agreement is by and between the organization identified in the Quotation("Customer")and Environmental Systems
Research Institute,Inc.("Esri").
This Agreement sets forth the terms for Customer'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 Customer 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
Desktop Software and Extensions(Single Use) AreGIS Engine
ArcGIS Desktop Advanced ArcGIS Engine Extensions:AreGIS 3D Analyst,ArcGIS
ArcGIS Desktop Standard Spatial Analyst,ArcGIS Engine Geodatabase Update,
AreGIS Desktop Basic ArcGIS Network Analyst,AreGIS Schematics
ArcGIS Desktop Extensions:ArcGIS 3D Analyst, AreGIS Runtime(Standard)
ArcGIS Spatial Analyst,ArcGIS Geostatistical Analyst, AreGIS Runtime Analysis Extension
ArcGIS Publisher,ArcGIS Network Analyst,ArcGIS
Schematics,ArcGIS Workflow Manager,ArcGIS Data Limited Quantities
Reviewer One(1)annual Professional subscription to ArcGIS
Developer*
Enterprise Software and Extensions Two(2)Esri CityEngine Advanced Single Use Licenses
AreGIS Enterprise and Workgroup 500 Level i AreGIS Online Named Users
(Advanced and Standard) 500 Level 2 AreGIS Online Named Users
AreGIS Enterprise Extensions:AreGIS 3D Analyst, 62,500 ArcGIS Online Service Credits
ArcGIS Spatial Analyst,ArcGIS Geostatistical Analyst, 500 Level 1 ArcGIS Enterprise Named Users
ArcGIS Network Analyst,ArcGIS Schematics,ArcGIS 500 Level 2 ArcGIS Enterprise Named Users
Workflow Manager 7 Insights for ArcGIS
Enterprise optional servers
AreGIS Image 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
Pagel of 5 03/0312017
Customer 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 CUSTOMER'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
Customer'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:
C 0 ?w
4 IN
(Customer)
By:
Authoriz Signature
Printed Name:
_6Ao-A VAAomav)
Title: vL
Date: 0 ' 1
CUSTOMER CONTACT INFORMATION
-PIN &9k
Contact: Telephone:
Address: Fax:
City,State,Postal Code: E-mail:r4 V
Country:
Quotation Number(if applicable): `�✓1��Z�
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Page 2 of 5 03/03/2017
1.0—Aimi noN:xi;DLI INITIONS 2.0—AIMI"TIONM,GIC;kNT oi:LiC NSE
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
Agreement: Customer a personal,nonexclusive,nontransferable
license solely to use,copy,and Deploy quantities of
"Deploy","Deployed"and"Deployment"mean to the Products listed in Table A—List of Products for
redistribute and install the Products and related the term provided on the first page(i)for the
Authorization Codes within Customer's organization(s). applicable Fee and(ii)in accordance with the
License Agreement.
"Fee"means the fee set forth in the Quotation.
2.2 Consultant Access.Esri grants Customer the right to
"Case"means a failure of the Software or Online permit Customer's consultants or contractors to use
Services to operate according to the Documentation the Products exclusively for Customer's benefit.
where such failure substantially impacts operational or Customer will be solely responsible for compliance
functional performance. by consultants and contractors with this Agreement
and will ensure that the consultant or contractor
"License Agreement"means the applicable license discontinues use of Products upon completion of
agreement for Esri Products incorporated by this work for Customer.Access to or use of Products by
reference that is(i)found at consultants or contractors not exclusively for
http:/hkww.esri.com/legal/soft%N,are-license and available Customer's benefit is prohibited.Customer may not
in the installation process requiring acceptance by permit its consultants or contractors to install
electronic acknowledgment or(ii)a signed Esri license Software or Data on consultant,contractor,or third-
agreement that supersedes such electronically party computers or remove Software or Data from
acknowledged license agreement. Customer locations,except for the purpose of hosting
the Software or Data on Contractor Servers for the
"Maintenance"means Tier 2 Support,Product updates, benefit of Customer.
and Product patches provided to Customer during the
Term of Agreement.
3.0—Ti-,wm,Tl:inllNATION,,0i)ExpiRATIO`'
"Product(s)"means the products identified in Table A—
List of Products and any updates to the list Esri provides 3.I Term.This Agreement and all licenses hereunder
in writing. will commence on the Effective Date and continue
for the duration identified in the Term of Agreement,
"Quotation" means the offer letter and quotation unless this Agreement is terminated earlier as
provided separately to Customer. provided herein.Customer is only authorized to use
Products during the Term of Agreement.For an
"Technical Support"means the technical assistance for Agreement with a limited term,Esri does not grant
attempting resolution of a reported Case through error Customer an indefinite or a perpetual license to
correction,patches,hot fixes,workarounds,replacement Products.
deliveries,or any other type of Product corrections or
modifications. 3.2 No Use upon Agreement Expiration or
Termination.All Product licenses,all Maintenance,
"Tier 1 Help Desk"means Customer's point of and Esri User Conference registrations terminate on
contact(s)to provide all Tier 1 Support within Customer's expiration or termination of this Agreement.
organizations).
3.3 Termination for a Material Breach.Either party
"Tier I Support"means the Technical Support provided may terminate this Agreement for a material breach
by the Tier I Help Desk. by the other party.The breaching party will have
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 a Case cannot be resolved
through Tier 1 Support.Customer will receive Tier 2 3.4 Termination for Lack of Funds.For an Agreement
Support from Esri. with government or government-owned entities,
either party may terminate this Agreement before any
subsequent year if Customer is unable to secure
funding through the legislative or governing body's
approval process.
Page 3 of 5 03/03/2017
3. At a minimum,Tier 1 Support will include those
3.5 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
4.0—Pizoiwur Ui'im fi'.S description of each reported Case and the system
configuration from the user.This may include
4.1 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 Customer.Customer 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 I Help Desk cannot resolve the Case,
Customer via written notice for incorporation into the an authorized Tier 1 Help Desk individual may
Products schedule at no additional charge.Customer's contact Tier 2 Support.The Tier 1 Help Desk
use of new or updated Products requires Customer 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 Customer.
4.2 Product Life Cycle.During the Term of Agreement, C. 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. Customer 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. Tier 2 Support
http://support.esri.com/en/content
/productliiecycles.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.
Customer may continue to use Products already
Deployed during the Term of Agreement,but 2. Tier 2 Support will review all information
Customer will not be able to Deploy retired Products. collected by and received from the Tier 1 Help
Desk including preliminary documented
5.0—MmNTEXANCE troubleshooting provided by the Tier 1 Help
Desk when Tier 2 Support is required.
The Fee includes standard maintenance benefits during 3. Tier 2 Support may request that Tier 1 Help
the Term of Agreement as specified in the most current Desk individuals provide verification of
applicable Esri Maintenance and Support Program information,additional information,or answers
document(found at http://www.esri.com/legal}.At Esri's to additional questions to supplement any
sole discretion,Esri may make patches,hot fixes,or preliminary information gathering or
updates available for download.No Software other than troubleshooting performed by Tier 1 Help Desk.
the defined Products will receive Maintenance.Customer
may acquire maintenance for other Software outside this 4. Tier 2 Support will attempt to resolve the Case
Agreement. submitted by Tier 1 Help Desk.
a. Tier I Support 5, When the Case is resolved,Tier 2 Support will
1. Customer will provide Tier 1 Support through communicate the information to Tier 1 Help
the Tier 1 Help Desk to all Customer's Desk,and Tier 1 Help Desk will disseminate the
authorized users. resolution to the user(s).
2. The Tier 1 Help Desk will be fully trained in the
Products.
Page 4 of 5 0310312017
6.0-E\'D0RS1-',A111,',"1AND PI 111.1CUM 8.2 Order Requirements.Esri does not require
Customer to issue a purchase order.Customer may
This Agreement will not be construed or interpreted as an submit a purchase order in accordance with its own
exclusive dealings agreement or Customer's endorsement process requirements,provided that if Customer
of Products.Either party may publicize the existence of issues a purchase order,Customer will submit its
this Agreement. initial purchase order on the Effective Date.If this is
a multi-year Agreement,Customer will submit
subsequent purchase orders to Esri at least thirty(30)
7.0-Aull\[8'rR;�rl�'! RIQI IRh:�Ils\'I'S 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 Customer'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.Customer will not Ordering Document:
seek any discount from the OEM partner or Esri
based on the availability of Products under this (1) Customer name;Esri customer number,if
Agreement.Customer will not decouple Esri products known;and bill-to and ship-to addresses
or services from the OEM partners'application or (2) Order number
service. (3) Applicable annual payment due
7.2 Annual Report of Deployments. At each 9.0—MERGF1lS,ACQIINITIO`Sti Olt
anniversary date and ninety(90)calendar days prior DIVES HTRES
to the expiration date of this Agreement,Customer
will provide Esri with a written report detailing all If Customer is a commercial entity,Customer will notify
Deployments.Upon request,Customer 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 Customer with or into another
report. corporation or entity;(ii)Customer's acquisition of
another entity;or(iii)a transfer or sale of all or part of
Customer's organization(subsections i,ii,and iii,
$.0-Oltt)F,I21\'G,AI)�i1�15'1'R�'1"I�'l collectively referred to as"Ownership Change").There
1'RUC1J)l`RIti,Dl,l.l�'I;R1', � p will be no decrease in Fee as a result of any Ownership
Change.
8.1 Orders,Delivery,and Deployment 9.1 If an Ownership Change increases the cumulative
program count beyond the maximum level for this
a. Upon the Effective Date,Esri will invoice Customer Agreement,Esri reserves the right to increase the Fee
and provide Authorization Codes to activate the or terminate this Agreement and the parties will
nondestructive copy protection program that enables negotiate a new agreement.
Customer to download,operate,or allow access to
the Products.If this is a multi-year Agreement,Esri 9.2 If an Ownership Change results in transfer or sale of
may invoice the Fee before the annual anniversary a portion of Customer's organization,that portion of
date for each additional year. Customer's organization will transfer the Products to
b. Undisputed invoices will be due and payable within Customer or uninstall,remove,and destroy all copies
thirty(30)calendar days from the date of invoice. of the Products.
Esri's federal ID number is 95-2775-732.
c. If requested,Esri will ship backup media to the ship- 9.3 This Agreement may not be assigned to a successor
to address identified on the Ordering Document,FOB entity as a result of an Ownership Change unless
Destination,with shipping charges prepaid.Customer approved by Esri in writing in advance.If the
acknowledges that should sales or use taxes become assignment to the new entity is not approved,
due as a result of any shipments of tangible media, Customer will require any successor entity to
Esri has a right to invoice and Customer will pay any uninstall,remove,and destroy the Products.This
such sales or use tax associated with the receipt of Agreement will terminate upon such Ownership
tangible media. Change.
Page 5 of 5 0310312017
CERTIFICATE OF INTERESTED PARTIES FORM 1295
101`1
Complete Nos.1-4 and 6 if there are interested parties. OFFICE USE ONLY
Complete Nos.1,2,3,5,and 6 if there are no interested parties. CERTIFICATION OF FILING
1 Name of business entity filing form,and the city,state and country of the business entity's place Certificate Number:
of business. 2017-248622
Environmental Systems Research Institute,Inc.
Redlands,CA United States Date Filed:
2 Name of governmental entity or state agency that is a.party to the contract for which the form is 08/11/2017
being filed.
City of Round Rock Date Acknowledged:
g Provide the identification number used by the governmental entity or state agency to track or identify the contract,and:provide a
description of the services,goods,or other property to be provided under the contract.
City of Round Rock:SGELA Rene
ArcPad Populations of 100,001 to 125,000 Small Government Enterprise License Agreement. Populations of 100,001 to 125,000
Small Government Term Enterprise License Agreement.
Nature of interest
4
Name of Interested Party City,State,Country(place of business) (check applicable)
Controlling I intermediary
Jack and Laura Dangermond Trust Redlands,CA United States X
5 Check only if there is NO Interested Party. ❑
6 AFFIDAVIT I swear,or r pen Ity of pedury,that the above disclosure is true and correct.
r
Sign re of authorized agent of contracting business entity
AFFIX>and
Y STAMP/SEA)_ ABOVE
Sworn subsctib d before me,by the said this the day of
20 ,to certify whi witness my hand and seal of office.
See attached fuer California State Law
Signature of officer administering oath Printed name of officer administering oath Title of officer administering oath
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CALIFORNIA JURAT WITH AFFIANT STATEMENT GOVERNMENT CODE§8202
*8ee Attached Document(Notary to cross out lines 1-6 below)
*See Statement Below(Lines 1-6 to be completed only by document signer[s],not Notary)
Signature ofDocument Signer No. / Signature o/Document Signer No. 2(if any)
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the
document to which this certificate is attached,and not the truthfulness,accuracy,or validity of that document.
State ofCalifornia Subscribed and ovvorn to (or o#inned) before ma
County of San Bernardino
onthis i1day of August 20 17
by Date Month Year
(1) Chris Johnson
VERONICA BURGESS (and (�) ).
Notary Public -California
Namn(s)nfSignorls)
San Bernardino County z
Commission*217120 16 t
proved to meonthe basis of satisfactory evidence
�LComrn.Elves Nov 15,2020 to be h
�ee rson(W,5) who appeared before me.
Signature
Signature of Notary Public
Seal
Place Notary Seal Above
OPTIONAL
Though this section is optional, completing this information can detff ation of/h document
fraudulent reattachment of th n unintended document.
Description of Attached Duocu
Title or Type off QU ent: -Document Date:
Nurn ages: Signer(s)Other Than Named Above:
(02014 National Notary Association `vwww.Notiona|Nnta,y.ong^ 1-800'UG NOTARY(1-800-876-6827) Item#5910
CERTIFICATE OF INTERESTED PARTIES FORM 1.295
1 of 1
Complete Nos.1-4 and 6 if there are interested parties. OFFICE USE ONLY
Complete Nos.1,2,3,5,and 6 if there are no interested parties. CERTIFICATION OF FILING
1 Name of business entity filing form,and the city,state and country of the business entity's place Certificate Number:
of business. 2017-248622
Environmental Systems Research Institute, Inc.
Redlands,CA United States Date Filed:
2 Name of governmental entity or state agency that is a party to the contract for which the form is 08/11/2017
being filed.
City of Round Rock Date Acknowledged:
08/15/2017
3 Provide the identification number used by the governmental entity or state agency to track or identify the contract,and provide a
description of the services,goods,or other property to be provided under the contract.
City of Round Rock: SGELA Rene
ArcPad Populations of 100,001 to 125,000 Small Government Enterprise License Agreement. Populations of 100,001 to 125,000
Small Government Term Enterprise License Agreement.
Nature of interest
4
Name of Interested Party City,State,Country(place of business) (check applicable)
Controlling I Intermediary
Jack and Laura Dangermond Trust Redlands, CA United States X
5 Check only if there is NO Interested Party. ❑
6 AFFIDAVIT I swear,or affirm,under penalty of perjury,that the above disclosure is true and correct.
Signature of authorized agent of contracting business entity
AFFIX NOTARY STAMP/SEAL ABOVE
Sworn to and subscribed before me,by the said this the day of
20 ,to certify which,witness my hand and seal of office.
Signature of officer administering oath Printed name of officer administering oath Title of officer administering oath
Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V1.0.883