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Contract - Environmental Systems Research Institute, Inc. (ESRI) - 12/3/2020CITY OF ROUND ROCK AGREEMENT FOR PURCHASE OF GEOSP.A.TIAL SOFTWARE ENTERPRISING LICENSES WITH ENVIRONMENTAL SYSTEMS RESEARCH INSTITUTE, INC. THE STATE OF TEXAS § CITY OF ROUND ROCK § COUNTY OF WILLIAMSON § COUNTY OF TRAMS § KNOW ALL BY THESE PRESENTS: THAT THIS AGREEMENT for the purchase of geospatial software enterprising licenses, and for related goo and services (referred to herein as the "Agreement"), is made and entered into on this the day of the month of , 2020 by and between the CITY OF ROUND ROCK, a Texas home -rule municipality, whose offices are located at 221 East Main Street, Round Rock, Texas 78664-5299 (referred to herein as the "City"), and ENVIRONMENTAL SYSTEMS RESEARCH INSTITUTE, INC. ("Esrill), whose offices are located at 380 New York Street, Redlands, California 92373 (referred to herein as "Vendor"), collectively the parties to the Agreement (referred to herein as "Parties"). RECITALS; WHEREAS, City desires to purchase certain geospatial software enterprising licenses, and City desires to procure same from Vendor; and WHEREAS, expenditures that are for procurement of items from only one source are exempt from competitive bidding requirements pursuant to Section 252.022 of the Texas Local Government Code; and WHEREAS, the City has determined that Vendor is a sole source provider for these goods and services; and WHEREAS, the parties desire to enter into this Agreement to set forth in writing their respective rights, duties, and obligations; NOW, THEREFORE, WITNESSETH: That for and in consideration of the mutual promises contained herein and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, it is mutually agreed between the parties as follow: 00458356/ss2 F%-- 2-o --- o gqj... 1.01 DEFINITIONS A. Agreement means the binding legal contract between City and Vendor whereby City agrees to buy specified goods and/or services and Vendor is obligated to provide said goods and/or services. Be City means the City of Round Rock, Williamson and Travis Counties, Texas. C. Effective Date means the date upon which the binding signatures of both parties to this Agreement are affiixed- Do Goods and Services mean the specified services, supplies, materials, commodities, or equipment. E. Vendor means Environmental Systems Research Institute, Inc. ("ESRI"'), its successors or assigns. 2.01 EFFECTIVE DATE, TERM A. This Agreement shall be effective on the date this Agreement has been signed by each party hereto, and shall remain in full force and effect unless and until it expires by operation of the term indicated herein, or is terminated or extended as provided herein. Be The term of this Agreement shall be for thirty-six (36) months commencing December 20, 2020, The existing agreement between the parties shall remain in effect until the commencement of the term. 3.01 CONTRACT DOCUMENTS The goods and services which are the subjectatter of this Agreement are described i*n 0 Exhibit "A" ("'Small Municipal and County Government Enterprise License Agreement', incorporated herein by reference for all purposes, and, together with this Agreement, comprise the Contract Documents. 4.01 COSTS The City shall be." uthonzed to pay the Vendor an amount not -to -exceed Four Hundred Seventy -Five Thousand Three hundred Fifty and No/100 Dollars ($475,350.00) for the term of this Agreement. 5.01 PROMPT PAYMENT POLICY In accordance with Chapter 2251, V.T.C.A., Texas Government Code, payment to Vendor will be made within thirty (30) days of the day on which City receives the performance, supplies, materials, equipment, and/or deliverables, or within thirty (30) days of the day on 2 which the performance of services was complete, or within thirty (30) days of the day on which City receives a correct invoice for the performance and/or deliverables or services, whichever is later. Vendor may charge interest on an overdue payment at the " rate in effecV9 on September 1 of the fiscal year in which the payment becomes overdue, in accordance with V.T.C.A., Texas Government Code, Section 2251.025(b)o however, this Policy does not apply to payments made by City in the event: A. The is a bona fide dispute between City and Vendor, a contractor, subcontractor or supplier about the goods delivered or the service performed that cause the payment to be late; or B. The terms of a federal contract, grant, regulation, or statute prevent City ftom making a timely payment with federal funds; or C. There is a bona fide dispute between Vendor and a subcontractor or between a subcontractor and its supplier about the goods delivered or the service performed that causes the payment to be late; or D. Invoices are not mailed to City in strict accordance with instructions, if any, on the purchase order or the Agreement or other such contractual agreement. 6.01 ............ WITH CHAPTER 2270 OF THE TEXAS GOVERNMENT CODE In accordance with Chapter 2270, Texas Government Code, a govulental rnmentity may not enter into a contract with a company for goods or services unless the contract contain0 written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel and will not boycott Israel during the term of this contract. The signatory executing this Agreement on behalf of Vendor verifies Vendor does not boycott Israel and will not boycott Israel during the term of this Agreement [Signatures on the following page.] 3 IN WITNESS WHERE -OF, City and Vendor have executed this Agreement on the dates indicated. City of Rpund 1�pck, Texas By: LZ I Printed Nan-k: Title: mi Date Signed: Attest: By: Sara L. hite.,, City Clerk For City., A oved as to Fo m: By: Stephalf . Sheets, City Attorney 4 Environmental Systems Research Institute, Inc. (Esri) By: '" 9 . . . . ........_..__--_----_-- Printed NarneChris Johnson Title: Manager, Comm' & Gov't Contracts Date Signed: Nov 9, 2020 Exhibit "A" Small Municipal and County Government Enterprise License Agreement 5 THE • scIEvcE OF WHEM6 August 27, 2024 Nathan Smith City 'of Round Ruck x 221 E Main St Round. Rock, TX 7$664-�271. Dear Nathan, The Esp.Small Municipal and, County Government Enterprise Agreement (SGEA} i a three-year agreement that wilt grant your organization access to Esri term. tiCense software. The EA will be effective on, the date executed 'and - will require a firm, tluee-year cainniitment., . Based on Essn"work with several organizations. similar A o yours, we know there is significantPotential to apply -ib , #. . I Geographic Information. System (GIS) technology in many ope- rationa I and technical are' as within your . your organization. w`-11 greatly benefit from an Enterpriseorganization. For thts reason, we believe tha't.-- (.EA)* P An EA will provide your organization with numerous benefits -including.. ■ 4' A. lower cost per unit for licensed software ■ Substantially reduced administrative and. pracuremeiat expenses ■ Complete flexibility to deploy- software products When and where neededr The following business terms and conditions will apply: ■ 0 *ganteligible. to use tion. willAll CUrnrc_ nt departments ernptoyees, and. in,.nehouse contractors of the za be. _ the software andscrvices included in the EA.** A ■ Y r- maintain any E Isoftware� during the. term of theag meht If your organization wishes to acquire 'andio ... sr* ,reethat..-is- not included 1"n the.'EA, i't may- do so separately. at the. E-sripricing that, is generally available or 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-, • 4 A - establish a -Tier- I support center to tie;ld.calls from internal users of.Esn^. software-. The organization will estab- i The organization may, designate individuals as specified. in. the E A Who may directly. contact Esri for Tier' 2 technical support, ■ The organization will providean anuaI report ofinstalled Esrisoffiware to Esri. in Esri software and updates that the organization is licensed to use will be automatically . available... for down -loading., is The fee and benefits offered in this EA. proposal are contingent upon your acceptance of Esri's Small iVlunicipal and County Government EA. terms and conditions. 380 New York: Street 909.793.2853 Redlands, California 32373-82£i0 USAinfoesri.com esn.com Small Government Enterprise Agreement Licenses are valid for the term of the EA. This probfflln, 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 EA offer. 140 Sign and return the EA contract with a Purchase Order or issue a Purchase Order that references this EA Quotation and includes the following statement on the face of the Purchase Order, "THIS PURCHASE ORDER IS GOVERNED B Y THE TERMS AND CONDITIONS OF THE ESPJ SMALL MUNICIPAL AND COUNTY GOVERNMENT EA, AND ADDITIONAL TE"S jffD CONDITIONS IN THIS P UR CHA SE ORDER WILL NOT APPLY." Have it signed by an authorized representative of the organization. 2. On the first page of the EA, 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, Wentify the "Slop to" and "Bill to" info-mation for your organization. 4. Send the purchase order and agreement to the address, email or fax noted below: Esn* Attn: Customer Service SG -EA 380 New York Street Redlands, CA 923 73 m8 100 e-mail: serv*ice@esn.com fax documents to: 909-307m3O83 I appreciate the opporhunity 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, Phillip White THE SCIENCS OP WHERE Environmental Systems Research Institute, Inc.. 380 New York St Redlands, CA 92373-8900 Phone: (909) 793-i853 Fax.* (909j 30T-3049 DUNS Number: 06-313.4175 CAGE- Code: OAMS3 Ta expedite your order, please attach a copy of this quotation fo your purchase order-. Quote. isvalid from: s/a7rzaaa ro: 91/25/2Q20 . ... ... .. ... ..... .... ..... ..... .... ....................... ............... X. ............. .. .... ... ......... ..... ... ... ............ ... ........ ...... ..... . . ........ a... ............... . ........... . . . ..... ........ ... . . . .. 168180 1 Year 1 Quotation #. Q-423027 Date,: September 21, 2020 Customer # 9643 Contract # 00290477.D City of Round Rock informs#ion Technology 221 E Main St Round Rock, TX 78664-5271 ATTENTION: Nathan Smith PHONE, 5122185423 EMAIL: nsmith@rbun'.drockt,exas.g.ov V.................... .................... .... ................ .....t. -.V.-.*.* ......... .... ... ... ... ............ ....... .. % ............. ....... ......... ... .......... .... ...... .......... ... . ........... ......... ................ X.: .................. ........ . .......... . ..... ......... .... ................ ........ ...... . .... ............ .. ... . .. ........ . ..........•........ ..... . . . ................ ...... Pd . ...... . . .... ...... .. ......... . . .. .......... ............ .... .. .... . ... ........ . .... ..... ... ................ . ........ .... .... . ............................................ .......... .......... ..................... .................................. ............... . .. .... .............................. .................... ... . .... . ............................ .... .. .... . ......... g tal KK .. ...... • . ......... .... ..... ...... .................................... ..................... ................ ................... ...... ........ ........ .. . .. ..... %1: .. ......... . .. ....... .... ........... ............ . .. ............................................. .... . tititi . .............. . .............. $57o5OO*OO $5715OOxOO Populations of 100,001 to 125,000 Small Government Term Enterprise License Agreement' 168180 1 Year 2 Populations of 100,001 to 125,000 Small Government Term Enterprise License Agreement 168180 I Year 3 C. nAgreementPopulations of- 100,001 to 125,000 Small Government Te E terprise License i Year 1 $57,500.00 $s7,soo.00 SB,000.00 ArcGIS GeoEWent Ser°ver Populations of 10Q,4d1 tee 125,000 Small Government Term Enterprise Agreement 168442 1 Year 2 58,000.00 ArcGiS GeoEvent Server Populations of 100,001 to 125,000 Small Government Term Enterprise Agreement 168442 1 Year 3 $8.000.00 ArcGIS GeoEvent Server Populations of 10Q001 to 125,OOd Srnail f overnTerm Enterprise Agreement $57,500.04 $57,500.00 $8,000.o0 $a,000.ao $8,000.00 97717 1 Year 1 _procured under Master Agreement (as defined in Exhibit A) $g2,200.00 $92,200.00 Esri Enterprise Advantage Program (EEAP) - Annual subscription designed to provide enterprise -wide visioning and genspatial enablement through technical advisory., an annual planning meeting, a collaboratively developed technical work plan, and access Esd may charge a fee cover expOnses telated to any customer requirement to kji,%e a proprietary vendor manageffiefit. pvocu'r-einwit, or 'invoice program.,, For questions contact: Phillip White Err�ai�: pwhiteesri.com Phone. (909)793-2853 x5803 10 d It The items on this quotation are subject- to and govemed by the terms of this quQtatian: the most current product specific scope of use document signed agreement e- found at�:�� V, U , , n1if and your applicable s* nedLdi g�qzte_ -of,- 5We_ with Esri. If no such agreement covers any item quoted. then EsriYs standard terms and cond"'fions Found at -hftp;9,.,,j apply to your purchase of that item> Federal gauemment entities and government prime contractors authorized under FAR 51,9 may purchase under the terms, of Esr's GSA Federal Supply Schedule. Supplemental terms and conditions found at. : - - 1W_WW�.��1.�.�t�,:,�j2,�om/en"g.9 Menaapplyto some state. and local government purchases. All terms of this quotation will be- incorporated into and become part of any adaitional agreement Aregarding E n s offedngs. AccePtance of this. quotation s limited to the terms of this quotatibn. Esn' objects toand expressly rejects any diffe'rent, or additional terms co ntaiI ned in any purchase order., offer, or confi ation sent to or to be sent by buyer. Unless prahibite'd by law, the' quotation information is. confidentiaW and may not be copied or released other than for the. express purpose of system selection and purchas+�llicen��. Theinfo ation may -not be given to outside parties arused for anyother purpose withoutconsent kom Esri. De'liveryis FOB Origin,,--------------------------------------------------------- --------------- WHITEP 7"his offer"Is limifteci to the te s and condivbons incorporated and aftached herein. wsrlOP Environmental Systems Research Institute, Inc. 380 Now York. St Redlands, CA 923T3-8'140 Phone,: (909) 793-2853 Fax.* (909) 307-3Q49 DUNS Number: 08.313-4175 CAGE Code.* OAMS3 To expedite your order, please affach a copyof, this quotation fo your purchase order, Quotation # Q-423027 Date.* September 21, 202Q Customer # 9643 Contract #ENTERPRISE AGREEMENT City of Round Rock Information Technology 221 E Main St Round Rock, TX 78664-5271 ATTENTIQN: Nathan Smith PHONE: 5122185423 (Curoundrockt6xasgov Quote is valid from.* 8/2TI2020 To: 19125/20?0 EMAIL:SMI,th .......... %: ........... X .......... ... . .. ... ............ .................. .... ..... .... ....... .................. ................. XX .......... .... ......... . ........ I.:.:.:.:.*-,..*.*.*.*..,..........-,-..*.,.-I."..,..,..*.,..,.-I.I.I.I ................... . ....... .... . ..... ...... X.x ............... ............ ............. ..... . ........ ............ ... .. ........... ............. .... .... ........... .... . .. ..... .......... .. ....... ................ ...... ...... ........ ............. ...... .... . ......... .... ............ ........... .......... ....... ............ x ................................ ........... -X ................ .... ........... ........ ............................................. ......... . ........... . . . .. .............. ........ .... ...... ............ .. ..... ...... . .................... X.. V .......... . .. .... . ��Y.... .....%%............ ..... .. ........ ...........X ................ ..... ... X. ............. ................... ............. . ........ ....... .... ........ . .......... ........... ........ X. ` ** * : -::x.--:::;:X:X-:: .... *.: -:0 . ...... ........ .......... .. . .... cw>.. .. .... .. ............. ..... . . .. . ............. ....... ........... ....... ..... :.,.%%..: ........ ....... ..... .......... . ......... to. exclusive. quarterly technology web;Wasts. The program also provides access ko a - combination ofconsulting, premiumsupport, and training- services. This configurati % on includes a annual planning session; up to 100 Technical Advisor hours; . kf# A* Quarterly Technology Webcasts and 100 Learning and Service's Credits, The Esd Advantage Program -teens and conditions shall apply,,. If not attached, or already incorporated into an existing and current Esri master contract, -these-terms. and conditions Ir S quote is subjectsr*'can be viewed on the web at https.,,//www.esn'.com/`enmus/legal/*terms/Services.l. All travel speciffied 'in this to E* b 10 in ' State, and Local Government business continuity measures regarding COVIDw-19t - includ*g the most current Federal, and Centers for Disease Control and Prevention {CDC) travel advisory recommendations... All proposed project schedules are information 9V*11 be ad usted based on the Most current COVIDOW19 ble.,. and mutualagreement of the parties. tentative and wi javailable, .. 97717 1 Year 2 Procured under Master Agreement (as defined in. Exhibit A) $92,200.00 392,200,00 IV )b 0 Esri Enterprise Advantage Program {FEAR) -Annual subscription designed to Provide enterprise -wide visioning and geospatial 4 X. enablement through technical advisory, an annual planning meeting, a collaborativel developed. technical work plan,. and access y technology we-bcasts. The program also p # to exclusive quarterly rovides access to a comb"nation of consulting. premium support, - and training services. ces, This configuration includes none -day annual planning session; up to 100 Technical Advisor hours* Quarterly Technology Webcasts and 100 Learning and Services Credits. The Esri Advantage Program -terms- and conditions :- shall apply. If not attached, or already incorporated into an existing and current Esri master contract, these termsand. conditions can be. viewed I on the web at. httpsJlwww.esri.comlen-us/legallterms/services. All travel specified in' this -quote is subject to Esri's 10 business continuity measures regarding COVID-19, including the most current Federal, State, and focal Government restrictions. and Centers for Disease Control and PrevenGon (Ci3G) travel advisory recommendations. All proposed project schedules are tentative and will be adjusted based on the most current COVID-19. information available.., and mutual - agreement- of the parties-, 97717 1 Year 3 -Procured under Master Agreement (as defined in Exhibit A) $92,200.00 $82,200.OQ to Esri Enterprise Advantage Program (EEAP),w Annual subscription designed to provide enterprise -wide - selowide visioning and geospatial enablement through technical advisory, an annual planning -:meeting, a collaboratively developed technical work plan, and access to exclusive quarterly technology webcasts. The program also provides access to a combination of -consulting,, premium support,. and training services.. This configuration. includes aone-day annual planning session; up to 100 Technical Advisor hours. Quarterly Technology Webcasts and 100 Learning and Services Credits. The Esri Advantage Program terms and conditions shall apply, If not aftached,or already incorporated into an existing and current Esri master contract, these farms and conditions can be viewed on the web at htfps:/lwwnu.esri.corn/en-us/IegaUterms/services.All travel specified 'in this. quote.ls subjectEsri's . to Esick may charge a fee to coy - expenses (elated to arty customer requirement to use a proprietary vendor rnanagement procurement.. or 'Invoice progra.m. For questions contact: Phillip White Em 4 ail. pvuhiteCWesri,com Phone: - (909) 793-2853 x5803 The items on this quotation are. subject to an�Qverned d by thaterms of this quotation., -the most -current product specific scope -of use document .9ed agreement . i. -.sign g .,,Pdj, and your appl"cablefound at httg_/Me -'�..�.c.�oot:�SAgsog$ rn diaLlmllpm [i,,coLM .$ ,0L&Q&-A'9 m6?apply to your with ESri. If no such agreement covers any item quoted, then Esri's standard terms and conditions -found at htt piil purchase of that item. Federal gr�vemt�r�ent entitles and government prime contractors authorized under FAR .51 .1 may purchase under -the te sof Jtv -:a30 MILnt;-30 apply Esn s GSA Federal- Supply Schedule.,Supplemental terms and conditions founda�tt S11Wwmes - to some state and local government purchases. All terms of this quotation will be incr�rp�vr�tedinto and become part of any additional agreement.. to the -terms of this Esc oreg ing E�r�'� offerings. Ar,:�e��ar�� of this quotation is �irni�� bjects. ta and- expressly rejects, and different or additional %rms containedin any purchase order, offer.. or confirmation sent t�i or tt� b�: sent b�' buyer. Unless. prohibited bar law, the quotation inforrnativn is confidenUal and may not- be copied or released other than for the express purpose of system selection and purchase/license. The' ifformation may not be given to outside parties or us ed for any other purpose without. consent from Esri. Delivery is FOB* flriga. --- -- -------------- WN1TEP This offer is 11mited to the terms- and- condifflons Incorporated and attached herein, Environmental Systems Re -search institute, Inc,, 380 New York. St Redlands, CA 92373-8100 Phone.* (909j 793-2853 Fax*. (909) 307-3049 DUNS Number: OB-313-4175 CAGE Code.* QAMS3 To expedite your order, please. attach a copy of this quotation fo your purchase order. Quotation # Q-423027 Date: September21, 202Q 1.0 Customer # 9643 Contract #ENTERPRISE AGREEMENT City of Round Rock Information Technology 221 E Main St Round Rock, TX 78864-5271 ATTENTION: Nathan Smith PHONE. 5122185423 is.#8/27/2020W91/251202f1Quote valid. from* . To* EMAIL: nsmith@roundrocktexas.gov ..... .... ... ..... .. .... . . ... .... . .......................... .. . . .. ......... ................ ... . ..... ....... ....... ........ ...... . ........ ....... .. .......................... ............. .... ...................... . ........ ........ ....... .... . ......................... ..... ...... .. ..... ................. . . .............. ........... . ..... xx ............... . .......... -:eeee-:-.. .%'eee.e.....e...%.:.:. .0 ........ ........ .......... . .............. ........ W ....... .. ...... .. . . ... ........... ..... .... .......... ...... . ...... .e. ............... ...... IU��r3ai .......... ...%%................. ......��.�c�#sE................... e-:_ee:*ee........... .....................e,% % ee�e -X-..................................................... ..............e* . . . . ... ....... ....................................% ... -IeeeeX- %------------ . e. ........................ ...... ........ % %P............... :::ee****...... ............ . . ....... .....We. X. ee,%e:*ee*% ... ....................... ...... 0 --e X. ....... ..... ............... ...................................... .... ...... . ........ X: . .. . ..... .... . ........... % ....... ......bUsiness contihUy 1*1,fo%ieasures--frlvft.-.gardingCOVID19, including the mostcuffwz%ntFedera[l Statel and1ocal Gof"ftrn veent,%-.n "0 tons 'd'*project schedulesarft and Centers for Disease- Control and Plm&&Vention (CDC)'travel-* advisory recommendations3, All pronose tentative aid will be adjusted based on the most current-COVID-19 available, and mutual .agreement Of the parties. 172082' 25 Year .1 ArcGIS Maps for Power BI tarArcGIS Qn(ine Term License 172fl82 25 Year 2 ArcGIS Maps fog Power Bi for ArcGlS dnline Term License 172482 25 Year 3 ArcGIS Maps for Power 81 for ArcGIS Online Term- License $3o.ao $aso.00 �30.00 $750.00 �30A0 $750.00 Subtotal: $475,350.00 Sales Tax,. 50.00 Estimated Shipping and HandlIng (2 Day Delivery). $0*00 Contract Price Adjust: $4.00, fiotai: $4?5,350.00 Es6 way charge a fee. to cover expenses rotated to any Customer r"uiifement to use za pot).Pn. etaryva Mot management, procurement.'or invoice program. or questions contact. h I 1p1dVVhite "11* E m . ail os pwhite@.esr'l,.com Phone. {909)793-2853 x5803 The-iKems on this quotation are sub eCt tc� and governed bar the -terms of this quotaticsn:, the most current. product soecific -scope of use document M ntgr t;4 /q i SL C rm -o .0 , and your applicable signed agreement r Jfound at A&WL IN., MAP.M1, A.,LORIIy to Maurwith EsnL If no such- agreement covers any item quotedf thenEsrUs standardterms and conditions foundft at n nnapurchase of that item, Federal government entities and government pnme contractors authorized under FAR 51A ma'y purchase under- the te s. of Esrl's GSA Federal SUpply Sc'hedule. Supplemental te s and condifio'ns found athI.// '' *1 11 . � � ��. �PP�Y J. try some stat.e.-and local governrr�ent- purchases., All terms Of #hip. quotation Will be incorporated in -to and be -come part otany additional agreeme'nt regarding E5n's offedngs. Acceptance- of this quotation is. limited to: the terms of this quotateon.Esn 0 ects to and expressi y- re)e-cts a* ny diffOent: or add'itional ie s contained In. any- purchase order, offer,, or confirmation sent to or to be sent by ��yer,Unlass prohiNited by law,, the quotation n-formation is. connuential- and. may. not be capied or released. other than for- the express purpose -of system selection -and - purchase/0"cense. The A. do* # 'in -formation may not be �partiesv�n to outside or usea tor any other purpose without consent from Esn. C�+�livery is FOBOrigin., ----------- ----- - - ---------------- W WE HITEP This oner.- is I1mited t+a the terms end conditions incorporated and aftached herei*n. .0 Esri Use Only. Cust. Name - -- - ----------- wowww" Cust. # maw. PO # ----------- - ---------------------------------------- Esri Agreement MA &T SM. ALL r.N. T"1=`Rr r%l*t:. AUR E** hMtN outY AND MUNICIPALIvN°r {E14-4} 401* Aids. SCIENCE AL.. WMft AMC. OF W. HE R I 0 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 Master Agreement, Should there be any conflict between -the terns and conditions of the documents that comprise this Agreement., the order of precedence for the documents shalt be as, follows: (i} the Quotation, (ii}this Agreement, and (iiij the Master Agreement, This. Agreement shall be governed - by and cons -trued 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. a 0& 0 Uncapped----!2uanvves Desktop Software and Extensions (Single. Use) 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. Warkgroup (Advanced and Standard) .ArcGIS Enterprise Extensions.* ArcGIS, 3D Analyst, ArcGIS. Spatial Analyst, ArcGIS Geastatistical Analyst, ArcGIS Network Analyst, ArcGIS. Schematics, ArcGIS Workflow Manager ArcGIS Monitor Enterprise Additional Capability Servers- ArcGIS Image Server Developer Tools ArcGIS Engine AreGIS 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 Quantifies. One (1) Professional subscription to-.ArcGIS Developer Two (2) Esc CityEngine Single. Use Licenses 500 ArcGIS Online Viewers 500 ArcGtS Online Creators 62,500. ArCIGIS Online Service. Credits 500 ArcGIS Enterprise Creators 46 - 7 Insights in ArcGIS. Enterprise 7 Insights in ArcG1S Online 100 Tracker for ArcGIS Enterprise 10Q Tracker for ArcGIS Online. 0 5 ArcGIS Parcel Fabric User Type Extensions, (Enterprise) 5 ArcGIS Utility Network User Type Extensions (Enterpri e OTHER BENEFITS - ------------------ ------------------------------- - --- ------ Number of Esri User Conference registrations provided.annuaI ly 4 Number of Tier 1 Help Desk individuals authoriZed-to call Esri 4 -------------- 7--_ "--' --------------- WWWWWWW m --------------- Maximum number of sets of backup media, if requested* -------------------------------- 2- ---------------------- - ----------------- ------ ---------- - - - Self -Paced ewLearning Uncapped Five percent (5%) discount on all individual commercially available instructor-wied traiantng classes at Es'ri 4It* faciii 0 ties purchased outside this Agreement --------------------------------------------- ------------ --------- -------------------------------- ------- -- -0 ----- ---------- *Addifional sets of backup, media may be purchased for a fee Page 1 of 8 February 1, 2020 do Customer may accept this Agreement by signing and returning the whole Agreement with (i} the Quotation attached (iil a nu, rc-hase order. or (iiil another document that matches the Quotation and references this Agreement ("Ordering Document"). ADDITIONAL OR CONFLICTING- TERMS IN CUSTOMER'S PURCHASE ORDER OR OTHER QOCUMENT WILL NOT APPLY, AND THE TERMS OF THIS AGREEMENT WILL iSS Qocument, unless otherwiseGOVERN. This Agreement effective as of -the date of E' ri's receipt of'an Ordering agreed to by the parties ("Effective Date"). Term of Agreement*. Three: (3) years This Agreement supersedes any previous agreements, proposals, presentations, understandings, and of"the Products. Except as:provided in�Article- arrangements between the:- parties relating to the licensing4- Product Updates, no modifications can be made to this Agreement.. Accepted- and Agreed: (Customer) By: Authorized. Signature Printed Name:. Title: Date* Contact: a Address'. City, State, Postal Code: Country: Quotation Number (if applicable}: Environmental Systems Research- Institute, Inc. (Esri) eta:. C�.,,��...w By.; - - ------ ---------------- --- ----- --------------- Authorized Signature Printed. Name: Cn.isJan��n' Title: . Manager Comml &Govt.Contracts Qate:Nov 9,.2020 CUSTOMER CONTACT I A iC1N Telephone. FA Fax, E-mail: Page 2 of 6 February 1, 2Q20 ADDITIONAL DEFINITIONS In addition to the definitions providedin the Master Agreement, the following definitions apply to this Agreement: "Case" means- a -failure of the Software or Onlihe- IVServices to operate accordng to the Documentabon where such failure substantially impacts operational or functional performance. "Deploy", ""Deployed"" and "Deployment" mean to redistribute and install the Products and -related #_ Authorization Codes within Customer's organ ization(s),, "Fee" means the fee set forth in the Quotation. "Maintenance" means Tier 2 Support, Product updates, and Product patches provided to Customer during the Term of Agroement.- "Master Agreement" means- the applicable. master agreement for Esri Products incorporated by this reference that is (i)'found at https.f/go.esri.comlMAPS and avai'lablein the installation process requiring acceptance by electronic. acknowledgment or (ii) a signed Esri master agreementor license agreement that supersedes such electronically acknowledged master agreement: "Product(s)" means the products identified in Table A -List of Products and any -updates to the list Es'n provides in wnWn g. "Quotation" means the offer letter and quotation provided separately to Customer., "Technical Support" means the technical 9f assistance for attempting resolution of a reported Case through error- correction., patches, hat fixes, workarounds, replacement deliveries, or any other type of Product corrections or modifications_ "Tier 1 Help Desk" means Customer's point of contact(s) to provide all. Tier 1 Support within Customer's organ izatio n (s). "Tier 1 Support"' means the Technical Support provided by the Tier 1 Help Desk. "Tier 2 Support" means the Esri Technical Support provided to the Tier 1 Help Desk when a Case cannot be resolved. through Tier 1 Support. 2,,,0mvmarADD'ITI0NAL GRANT OF LiCENSE 2.1 Grant of License,, Subject. to the terms and Conditions of this Agreements- Esri grants to Customer a personal, nonexclusive, nontransferable license. solely to use, copy, and Deploy quantities of the Products' fisted in Table A~w-m*Ust of Products fur the Term of Agreement (i) for the applicable Fee and'(ii#0) in accordance with -the Master Agreement. 2.2 Consultant Access-0 Esri grants Customer the nght-to permit Customer's consultants. or contractors to use* the Products exclusively for Customer's benefit. CUstomerwill 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 Customer. Access'to or use of- Products b Y consultants or contractors not exclusively for Customer's benefit is prohibited. Customer may. not permitits- consultants or contractors to install Software or Data on consultant, contractor, or' third -party computers or remove Software or Data from Customer locations, except for the purpose of hosting the- Software or Data on Contractor servers for -the' benefit of Customer. 3A--TER�n, T�rt�n�Nano�, AND Ex�w�►Ir�o� 3.9 Term,, This Agreement and all licenses hereunder will commence on the' Effective Date and continue for the. durationidentifiedin the Term of Agreement, unless this Agreement is terminated earlier as provided herein. Customer is only authorized to use' Products during the Tenn of Agreement. For an Agreement with a limited term, Esri doss not grant Customer an indefinite or a perpetual license to Products. 3.2 Na Use upon Agreement Expiration or Termination-, All Product. licenses, all Maintenance, and Esri User Conference registrations. terminate upon 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. 14 Termination for Lack of Funds. For an Agreement with government or' government - awned entities, either party may terminate. this Agreement before any subsequent yearif Page. 3 of 6 February 1, 2020 Customer is Unable to secure funding through a. Tier I Support the legislative or governing body's approval process. I. Customer will provide Tier 1- Support through the Tier I Help Desk to all 3.5 Follow-on Term. If the Parties enter into Customer's authorized. users. another agreement substantially similar to this Agreement for an additional term, the effective Z. The Tier 1 Help Desk will be fully trained in date of the follow-on agreement will be the day the. Products. after the expiration date of this Agreement. 1 At a minimum, Tier 1 Support. will. include - those activities that assist the user in 4,OmPODUCTUPDATES resolving how-to and operational'questions. as well as questions on installation and 4.1 Future Updates. Esri reserves the right to troubleshooting procedures.* update the. list of Products in Table A —List of Products by providing written -notice to 4* The Tier 1 Help Desk will be. the initial point Customer. Customer may continue to use all of contact for all questions and repoiting.of a Products. that have b-een Deployed, but -support Case. The Tier1 Help. Qesk Will obtain a. full and upgrades for deleted items may not be description -of each reported Case and the available.. As new Products are incorporated into . . system configurationfrom theuser. This the standard program, they will be offered to may include obtaining. any customizations, Customer via written notice for incorporation into code samples, or* data involved in the Case. the Products schedule at no additional charge.-. Customer's use of new or updated Products 5*. If the Tier 1 Help. Deskthe. requires Customer fo -adhere to applicable Case, an� -authorized'Tier .1, Help Desk 0 1 2 # & 4 in or revised te s and conaitions the- individual may contactadditional 2 Support. The Master Agreement. Tier 1 Help Desk will provide support in such a way as to minimize repeat calls and make 4.2 Product Life Cycle. During the. Term of Solutions to problems available to' Agreement, some Products. may be retired ar Customer's organization'. may no longer be available to. Deploy -in theare quantities,,. Maintenancewill, be subject 6. Tier 1 HelpDesk. the only -individualsiidentified tothe individual Product Life. Cycle Support individuals authorized to contact-Tie'r-2 Status and Product Life -Cycle- Support Policy, Support.Customer may change the Tier' 1which can be found at Help Desk individuals by written notice to' hops://supcsort.esri.comlenlcafher- Esri. resourceslproduct-life�cvcle. Updates for Wee Products in the: mature and retired phases may b. T1er Z uort not be available. Customer' may, continue to use Products. already Deployed, but Customer will 1 Tier 2 Supportwill log the* calls received not be able to Deploy refired ProdUctsProducts. from Tier 1 H'elp Desk. 2. Tier 2 Support will review all information collected by and received from the Tier I �+��MAINTENANCE HelpDesk including preliminarydocumented troubleshooting provided by the Tier I Help The Fee includes standard maintenance benefits isDesk when Tier 2 SUPPort required. during the Term of Agreement as specified in the most current applicable. Esri Maintenance and 1 Tier 2 Support may request that Tier 1 Help Support Program document (found at Desk individuals provide verification ofhttns:!lwww.esri.com/en- information, additional information, or us/leQat/terms/maintenance). At Esri's sole answers to -additional questions. to: discretion, Esri may make patches, hot fixes,, or supplement any preliminary information updates available for download,. No Software other gathering nr troubleshooting performed by than the defined Products will receive Maintenance. Tier I Help Desk. Customer may acquire maintenance for other 1 Software outsidethis Agreement.. 4. Tier 2 Support will attempt. to resolve the Case submitted by Tier' 1 Help. Desk. Page 4 of B February 1, 2020 S. 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). 6.0—ENQORsEnnENT AND PUBLICITY This Agreement will not be construed or interpreted as an exclusive dealings agreement or Customer's endorsement of Products. Either party may publicize the existence. of this Agreement. MtesTRATnrE REQUIREMENTS 7:i 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. Customer: will not seek any discount from the OEM partner or Esri based on the a 'lab'lity of Products under this Agreement. Val Customer will not decouple Esri products- ar 61 services from the OEM partners' application or service. 71 Annual Report of Deployments.. At each anniversary date and ninety (90} calendar days prior to the expiration of this Agreement, Customer will provide Esri with a written report detailing all Deployments. Upon request', Customer will provide records sufficient to -verify the accuracy- of the annual report, -8,s0*wmft0RDER1NG.t ADMINISTRATIVE PROCEDURES. DSLIVERY, AND DEPLOYMENT 8,1 Orders, Delivery, and Deployment a. Upon the Effective Date, Esri will invoice Customer and Provide Authorization Codes to. activate the nondestructive. copy protection program that enables Customer to download, operate, or allow access to the Products., If this. is a multi -year Agreement, Esri may invoice the Fee up to thirty (30} calendar days before the annual anniversary date. for each year, b. Undisputed invoices will be due and payable within thirty- {30y calendar days from the date of invoice. Esri reserves the right to suspend Customer's access -to and use of Products if Customer fails. to pay any undisputed amount owed on or before its due date,, Esri may charge Customer interest at a monthly rate equal to the lesser of one percent. {1.0%). per month or the maximum rate. permitted. by applicable law on any overdue fees. plus all expenses of co{lection for any overdue balance that remains unpaid ten (10) days after Esri has notified Customer of the past -due balance. co Esri's federal ID number is 95-2775-732. - d k -media If requested, Esri* will ship bac UP to the ship -to address identified on the Ordering* Document, FOB Destination,, with shipping. charges prepaid. Customer acknowledges that should sales or use taxes -become due as a result of any shipments of tangible media, Esri has a right to in -voice and Customer will pay any such sales or use tax associated with the receipt of tangible media. 81 Order Requirements. Esri does not. require Customer to issue a. purchase order-, Customer - may submit a purchase order in accordance with its#, f own process requirements, providedthat if Customer issues a purchase order, Customer will submit. its initial purchase order on the Effective Date, If this. is amulti-year Agreement - Customer will submit subsequent purchase orders to Esri at least th (30) calendar days before the annual anniversary date for each year. . a All orders X pertaining to this Agreement: will be processed. through Customerscentralized point of contact. -b. The following information will be included in* each Ordering Document.: if (1) Customer name*.Esn* customer number, known; and bill -to and ship -to addresses (2} Order number (3} Applicable. annual payment due 9*0 MERGERS, couisszIoNs, oR DIVESTITURES If Customer is a commercial entity-,. Customer will in V'd sVnotify Esri writing in the event of (,I') a consolidation, merger, or reorganization of Customer with or into another corporation or entity; (ii) Customer's acquisition of another entity; or (iii) a transfer or sale of all or part- of- Customer's ii,organization (subsections i,and iii, collectively referred to as "Ownership Change")... There, will be - Page 5 of 6 February 1, 2024� no decrease in Fee as aresult of any Ownership Change.. 9.1 If an Ownership Change increases the 's 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 transferor sale of a portion of Customer's organization, that portion of Customer's organization will transfer the Products to Customer ar uninstali, remove* and destroy all copies of the Products, 9.3 This Agreement may not be assigned to a successor entity as a - resulfi of an Ownership Change unless approved by Esri in writing in advance. If the assignment to the new entity Is It not approved, Customer will require. any successor entity to. uninstall, remove-, and destroy the Products.. This Agreement will. terminate upon such Ownership Change. Signature: Email• mjackson@roundrocktexas.gov Page 6 of 6 February 1, 2020 CERTIFICATE OF INTERESTED PARTIES FORM 1295 10fl Complete Nos. l - 4 and 6 if there are interested parties. OFFICE USE ONLY Complete Nos, 1, 21 31 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. 2020=684498 Environmental Systems Research Institute, Inc. Redlands, CA United States gate Filed: 2 Name- of governmental entity or state agency that is a party to the contract for which the form is 10/29/2020 being filed. City of Round Rock Date Acknowledged: W_M___ 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. 0000 Renewal Enterprise Agreement and their Advantage Program 4 Name of Interested Party City, State, Country (place of business) Nature of interest (check applicable) Controlling Intermediary Jack and Laura Dangermond Trust Redlands, CA United States X 5 Check only if there is NO Interested Party. ❑ 6 UNSWORN DECLARATION My name is Timothy raZea and my date of birth is N/A My address is 380 New York Street Redlands CA 92373 US (street) (city) (state) (zip code) (country) declare under penalty of perjury that the foregoing is true and correct. Executed in San Bernardino County, State of California , on the 29 day of OCts , 2o..20 (month) (year) Digitally signed by Timothy Brazeal Date: 2020.10.29 17:28#52 -07'00' Signature of authorized agent of contracting business entity (Declarant) Forms provided by Texas Ethics Commission www,ethics.state,tx,us Version V1,1,3a6aat7d CERTIFICATE OF INTERESTED PARTIES FORM 1295 10fl 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. 2020-684498 Environmental Systems Research Institute, Inc. Redlands, CA United States Date Filed: 2 -- - -0 Name o governmental entity or state agency that is a party to the contract for which the form -— - - - - -- is 10/29/2020 being filed. City of Round Rock Date Acknowledged: 12/03/2020 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. 0000 Renewal Enterprise Agreement and their Advantage Program Nature of interest 4 Name of Interested Party City, State, Country (place of business) (check applicable) Controlling Intermediary Jack and Laura Dangermond Trust Redlands, CA United States X 5 Check only if there is NO Interested Party. ❑ 6 UNSWORN DECLARATION My name is ,and my date of birth is My address is nnms� 1 11 � (street) (city) (state) (zip code) (country) declare under penalty of perjury that the foregoing is true and correct. Executed in County, State of , on the day of , 20 (month) (year) Signature of authorized agent of contracting business entity (Declarant) Forms provided by Texas Ethics Commission www,ethics.stateAx,us version V1.1.3abaarta