R-2023-416 - 12/21/2023 RESOLUTION NO. R-2023-416
WHEREAS, the City of Round Rock ("City") desires to purchase geospatial software
enterprising licenses and for related goods and services; and
WHEREAS, Section 252.022(4) of the Texas Local Government states that expenditures for
items available from only one source are exempt from competitive bidding requirements; and
WHEREAS, Environmental Systems Research Institute, Inc. ("ESRI") is the sole source
provider of these software licenses, as shown in Exhibit "A," and incorporated herein for all purposes;
and
WHEREAS, the City desires to enter into an Agreement with ESRI to purchase said geospatial
software enterprising licenses, Now Therefore
BE IT RESOLVED BY THE COUNCIL OF THE CITY OF ROUND ROCK., TEXAS,
That the Mayor is hereby authorized and directed to execute on behalf of the City an
Agreement with Environmental Systems Research Institute, Inc., a copy of said agreement being
attached hereto as Exhibit"B" and incorporated herein for all purposes.
The City Council hereby finds and declares that written notice of the date, hour, place and
subject of the meeting at which this Resolution was adopted was posted and that such meeting was
open to the public as required by law at all times during which this Resolution and the subject matter
hereof were discussed, considered and formally acted upon, all as required by the Open Meetings Act,
Chapter 551, Texas Government Code, as amended.
RESOLVED this 21st day of December, 2023.
CRAIG AOR&' ;Mayor
City of Round Wock. Texas
ATTEST:
A ol?,o,
MEAGAN NKS, Cr y Clerk
0112.20232;4869-."_
EEBIT
City of Round Rock Purchasing »
JR9.UrROCKIEXAS Justification Form
Date: 1118123 Department Information Technology
Name:
To: Purchasingaequestor Nathan Smith
Name:
Phone (512) 218-5423
Number:
Instructions: Complete this form for all purchases that will exceed $3,000 and will be exempted from
competition as prescribed in Texas Local Government Code Chapter 252.022. Attach additional
information as needed to support the exemption request.
The City declares the competitive bidding procedures in Texas Local Government Code Chapter 252 to
be exempt for this procurement. This Justification Form is executed and filed with the Purchasing
Division as follows:
1. The undersigned is authorized and certifies that the following exemption is applicable to this
purchase. Please check the criteria listed below that applies to this purchase request:
® Sole Source (check one)
ZItems that are available from only one source because of patents, copyrights, secret process, or
natural monopolies.
E:1 Films, manuscripts, or books.
❑Gas, water, and other utilities.
❑Captive replacement parts or components for equipment.
El Books, papers, and other library materials for a public library that are available only from the persons
holding the exclusive rights to the materials.
❑ Goods Purchased for Subsequent Retail Sale
o A procurement of goods being purchased for subsequent resale by the City.
Public Calamity
o A procurement made because of a public calamity that requires the immediate appropriation of
money to relieve the necessity of the municipality's residents or to preserve the property of a
municipality.
❑ Public Health and Safety
o A procurement necessary to preserve or protect the public health or safety of the municipality's
residents.
❑ Unforeseen Damage
o A procurement necessary because of unforeseen damage to public machinery, equipment, or other
property.
11 Page
❑ Personal, Professional or Planning Services
o A procurement of personal, professional, or planning services
❑ Other
o Cite the applicable Texas Local Government Code Chapter 252 exemption in the justification box
below.
2. Justification: Describe in detail below why an exemption according to Section 252.022 of the Local
Government Code is being submitted for this purchase. (Attach additional pages if needed)
Esri is the owner and manufacturer, is the sole source provider of all U.S.domestic Small Municipal and County
Government Enterprise Agreements(EA).The Small Municipal and County Government EA is a bundled package of
term limited software licenses and maintenance that includes the right to copy.
Subject to the disclosures set forth below, Esri is the only source that can grant a right to copy and deploy
Enterprise Software within your organization (Enterprise).Also, domestically Esri is the only source of
maintenance(updates and technical support)for all Brill software.
3. Attach and submit the following documentation that supports this justification as applicable.
• Vendor's proposal/quote.
• If sole source a Manufacturer's letter declaring the purchase is sole source and why. The letter
should be no older than 6 months old and signed by an authorized representative on company
letterhead.
4. Because the above facts and supporting documentation the City of Round Rock exempts this
procurement from LGC Chapter 252 and intends to contract with:
Vendor Name: Environmental Systems Research Institute, Inc. (Esri)
Description: Small Government Enterprise Agreement Annual Subscription
5. Check the purchase type and fill in the dollar amount and purchase term as applicable:
❑ This is a one-time purchase request for $
® This is a term contract request for 36 (#months) in the amount of$ 311,175.00
Purchasing Office/ 11/08/2023
Management Review: David Carter(No 8,202313:40 CST)
Purchaser/Purchasing Management (over $50,000) Date
u�. 11/08/2023
Approved by: Ramsey Saad(Nov 8,2023 12:49 CST)
Department Manager, Asst Director, or Director Date
2Page
Justification Form- SSRI
Final Audit Report 2023-11-08
Created: 2023-11-08(Central Standard Time)
By: Adam Gagnon(agagnon@roundrocktexas.gov)
Status: Signed
Transaction ID: CBJCHBCAABAAxkWdT- 9V0 Oo-AJ8nSMZ7A-dRbth-OC
"Justification Form ESR!" History
Document created by Adam Gagnon (agagnon@roundrocktexas.gov)
2023-11-08-12:04:41 PM CST
C� Document emailed to Ramsey Saad (rsaad@roundrocktexas.gov) for signature
2023-11-08-12:05:25 PM CST
Email viewed by Ramsey Saad (rsaad@roundrocktexas.gov)
2023-11-08-12:49:11 PM CST
Document e-signed by Ramsey Saad (rsaad@roundrocktexas.gov)
Signature Date:2023-11-08-12:49:20 PM CST-Time Source:server
E-,' Document emailed to David Carter(dcarter@roundrocktexas.gov)for signature
2023-11-08-12.49:21 PM CST
Email viewed by David Carter(dcarter@roundrocktexas.gov)
2023-11-08-1:40:24 PM CST
dQ Document e-signed by David Carter(dcarter@roundrocktexas.gov)
Signature Date:2023-11-08-1:40:52 PM CST-Time Source:server
d Agreement completed.
2023-11-08-1:40:52 PM CST
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EXHIBIT
"B„
CITY OF ROUND ROCK AGREEMENT FOR
PURCHASE OF
GEOSPATIAL INFORMATION SYSTEM (GIS)TECHNOLOGY SOFTWARE
WITH
ENVIRONMENTAL SYSTEMS RESEARCH INSTITUTE INC.
THE STATE OF TEXAS §
CITY OF ROUND ROCK § KNOW ALL BY THESE PRESENTS:
COUNTY OF WILLIAMSON §
COUNTY OF TRAVIS §
THAT THIS AGREEMENT for the purchase of geospatial software enterprising
licenses, and for related goods and services (referred to herein as the "Agreement"), is made and
entered into on this the day of the month of , 2023 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. ("ESRI"), 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:
4858-6506-97171ss2
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.
B. 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 affixed.
D. 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 terns indicated herein, or is terminated or extended as provided herein.
B. The terns 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 this Agreement.
3.01 CONTRACT DOCUMENTS
The goods and services which are the subject matter of this Agreement are described in
Exhibit "A" ("Small Enterprise Agreement County and Municipality Government"),
incorporated herein by reference for all purposes, and, together with this Agreement, comprise
the Contract Documents.
4.01 COSTS
The City shall be authorized to pay the Vendor an amount not-to-exceed Three Hundred
Eleven Thousand One Hundred Seventy-Five and No/100 Dollars ($311,175.00) 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,
2
supplies, materials, equipment, and/or deliverables, or within thirty (30) days of the day on
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 effect" on September I
of the fiscal year in which the payment becomes overdue, in accordance with V.T.C.A., Texas
Government Code, Section 2251.025(b); however, this Policy does not apply to payments made
by City in the event:
A. There 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 from
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 COMPLIANCE WITH CHAPTER 2271 AND 2274 OF THE TEXAS
GOVERNMENT CODE
A. In accordance with Chapter 2271, Texas Government Code, a governmental entity
may not enter into a contract with a company for goods or services unless the contract contains
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 tern 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 tern of this Agreement.
B. In accordance with Chapter 2274, Texas Government Code,a governmental entity
may not enter into a contract with a company with at least ten (10) full-time employees for a
value of at least One Hundred Thousand and No/100 Dollars ($100,000.00) unless the contract
has a provision verifying that it: (1) does not have a practice, policy, guidance, or directive that
discriminates against a firearm entity or firearn trade association; and (2) will not discriminate
during the terns of the contract against a firearm entity or firearm trade association. The signatory
executing this Agreement on behalf of Vendor verifies Vendor does not have a practice, policy,
guidance. or directive that discriminates against a firearm entity or firearm trade association, and
it will not discriminate during the terns of this Agreement against a firearm entity or firearm trade
association.
C. In accordance with Chapter 2274,Texas Government Code,a governmental entity
may not enter into a contract with a company with at least ten (10) full-time employees for a
3
value of at least One Hundred Thousand and No/100 Dollars ($100,000.00) unless the contract
has a provision verifying that it: (1) does not boycott energy companies; and (2)will not boycott
energy companies during the term of the contract. The signatory executing this Agreement on
behalf of Vendor verifies Vendor does not boycott energy companies, and it will not boycott
energy companies during the term of this Agreement.
7.01 NON SMALL ENTERPRISE AGREEMENT COUNTY AND MUNICIPALITY
GOVERNMENT (E214-4) PRODUCTS
The parties hereby understand and agree that the Goods and Services listed in the
Quotation 500770 of Exhibit "A" are governed by Quotation 500770, the Master Agreement,. and
Sections 5.01 and 6.01 of this Agreement, except for Material Number 168180 which is
governed by this Agreement.
IN WITNESS WHEREOF, City and Vendor have executed this Agreement on the dates
indicated.
City of Round Rock,Texas Environmental S stems Research, Inc.
By: By:
Printed Name: Printed Na ie: tramisa GreerAg
Title: Title: Director,Contracts&Legal
Date Signed: Date Signed: l, off/ ?,2
Attest:
By:
Meagan Spinks, City Clerk
For City, Approved as to Form:
By:
Stephanie L Sandre. City Attorney
4
Exhibit"A"
Small Municipal and County Government Enterprise License Agreement
5
CxnIDn "H"
Esri Use Only: j {C�' j sc En cE
Cust. Name t
CUSt.# � i E• � W'tiERE
PO#
Esri Agreement#
SMALL ENTERPRISE AGREEMENT
COUNTY AND MUNICIPALITY GOVERNMENT
(E214-4)
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 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 Master 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) ArcGIS Runtime Standard
ArcGIS Desktop Advanced ArcGIS Runtime Analysis Extension
ArcGIS Desktop Standard
ArcGIS Desktop Basic Limited Quantities
ArcGIS Desktop Extensions:ArcGIS 3D Analyst, One(1)Professional subscription to ArcGIS Developer
ArcGIS Spatial Analyst,ArcGIS Geostatistical Analyst, Two(2)ArcGIS CityEngine Single Use Licenses
ArcGIS Publisher,ArcGIS Network Analyst,ArcGIS 500 ArcGIS Online Viewers
Schematics,ArcGIS Workflow Manager,ArcGIS Data 500 ArcGIS Online Creators
Reviewer 62,500 ArcGIS Online Service Credits
500 ArcGIS Enterprise Creators
Enterprise Software and Extensions 7 ArcGIS Insights in ArcGIS Enterprise
ArcGIS Enterprise(Advanced and Standard) 7 ArcGIS Insights in ArcGIS Online
ArcGIS Monitor 100 ArcGIS Location Sharing for ArcGIS Enterprise
ArcGIS Enterprise Extensions:ArcGIS 3D Analyst, 100 ArcGIS Location Sharing for ArcGIS Online
ArcGIS Spatial Analyst,ArcGIS Geostatistical Analyst, 5 ArcGIS Parcel Fabric User Type Extensions(Enterprise)
ArcGIS Network Analyst,ArcGIS Schematics,ArcGIS 5 ArcGIS Utility Network User Type Extensions(Enterprise)
Workflow Manager,ArcGIS Data Reviewer 5 ArcGIS Trace Network User Type Extensions(Enterprise)
Enterprise Additional Capability Servers
ArcGIS 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
Five percent(5%)discount on all individual commercially available instructor-led training classes at Esri
facilities purchased outside this Agreement
"Additional sets of backup media may be purchased for a fee
Page 1 of 6 January 3,2023
CXI on "A"
Customer may accept this Agreement by signing and returning the whole Agreement with(i)the Quotation
attached,(ii)a purchase order,or(iii)another document that matches the Quotation and references this
Agreement("Ordering Document").ADDITIONAL OR CONFLICTING TERMS IN CUSTOMER'S PURCHASE
ORDER OR OTHER 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 an Ordering Document, 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:
(Customer)
By:
Authorized Signature
Printed Name:
Title:
Date:
CUSTOMER CONTACT INFORMATION
Contact: Telephone:
Address: Fax:
City, State, Postal Code: E-mail:
Country:
Quotation Number(if applicable):
Page 2 of 6 January 3,2023
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11.0—ADDITIONAL DEFINITIONS 2.0—ADDITIONAL GRANT OF LICENSE
In addition to the definitions provided in the Master 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
"Case"means a failure of the Software or Online Deploy quantities of the Products listed in
Services to operate according to the Documentation Table A—List of Products for the Term of
where such failure substantially impacts operational Agreement(i)for the applicable Fee and(ii)in
or functional performance. accordance with the Master Agreement.
"Deploy", "Deployed"and "Deployment"mean to 2.2 Consultant Access. Esri grants Customer the
redistribute and install the Products and related right to permit Customer's consultants or
Authorization Codes within Customer's contractors to use the Products exclusively for
organization(s). Customer's benefit. Customer will be solely
responsible for compliance by consultants and
"Fee" means the fee set forth in the Quotation. contractors with this Agreement and will ensure
that the consultant or contractor discontinues
"Maintenance"means Tier 2 Support, Product use of Products upon completion of work for
updates,and Product patches provided to Customer Customer.Access to or use of Products by
during the Term of Agreement, consultants or contractors not exclusively for
Customer's benefit is prohibited. Customer may
"Master Agreement"means the applicable master not permit its consultants or contractors to install
agreement for Esri Products incorporated by this Software or Data on consultant,contractor, or
reference that is(i)found at https://www.esri.com/en- third-party computers or remove Software or
uslleaal/terms/full-master-agreement and available in Data from Customer locations,except for the
the installation process requiring acceptance by purpose of hosting the Software or Data on
electronic acknowledgment or(ii)a signed Esri Contractor servers for the benefit of Customer.
master agreement or license agreement that
supersedes such electronically acknowledged
master agreement. 3.0—TERM, TERMINATION, AND EXPIRATION
"Product(s)"means the products identified in 3.1 Term.This Agreement and all licenses
Table A—List of Products and any updates to the list hereunder will commence on the Effective Date
Esri provides in writing. and continue for the duration identified in the
Term of Agreement, unless this Agreement is
"Quotation"means the offer letter and quotation terminated earlier as provided herein.Customer
provided separately to Customer. is only authorized to use Products during the
Term of Agreement. For an Agreement with a
"Technical Support"means the technical limited term,Esri does not grant Customer an
assistance for attempting resolution of a reported indefinite or a perpetual license to Products.
Case through error correction, patches, hot fixes,
workarounds,replacement deliveries,or any other 3.2 No Use upon Agreement Expiration or
type of Product corrections or modifications. Termination.All Product licenses,all
Maintenance,and Esri User Conference
"Tier 1 Help Desk"means Customer's point of registrations terminate upon expiration or
contact(s)to provide all Tier 1 Support within termination of this Agreement.
Customer's organization(s).
3.3 Termination for a Material Breach. Either party
"Tier 1 Support"means the Technical Support may terminate this Agreement for a material
provided by the Tier 1 Help Desk. breach by the other party.The breaching party
will have thirty(30)days from the date of written
"Tier 2 Support"means the Esri Technical Support notice to cure any material breach.
provided to the Tier 1 Help Desk when a Case
cannot be resolved through Tier 1 Support. 3.4 Termination for Lack of Funds. For an
Agreement with government or government-
Page 3 of 6 January 3,2023
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owned entities,either party may terminate this than the defined Products will receive Maintenance.
Agreement before any subsequent year if Customer may acquire maintenance for other
Customer is unable to secure funding through Software outside this Agreement.
the legislative or governing body's approval
process. a. Tier 1 Support
3.5 Follow-on Term. If the parties enter into 1. Customer will provide Tier 1 Support
another agreement substantially similar to this through the Tier 1 Help Desk to all
Agreement for an additional term, the effective Customer's authorized users.
date of the follow-on agreement will be the day
after the expiration date of this Agreement. 2. The Tier 1 Help Desk will be fully trained in
the Products.
4.0—PRODUCT UPDATES 3. At a minimum,Tier 1 Support will include
those activities that assist the user in
4.1 Future Updates. Esri reserves the right to resolving how-to and operational questions
update the list of Products in Table A—List of as well as questions on installation and
Products by providing written notice to troubleshooting procedures.
Customer. Customer may continue to use all
Products that have been Deployed, but support 4. The Tier 1 Help Desk will be the initial point
and upgrades for deleted items may not be of contact for all questions and reporting of a
available.As new Products are incorporated into Case.The Tier 1 Help Desk will obtain a full
the standard program,they will be offered to description of each reported Case and the
Customer via written notice for incorporation into system configuration from the user.This
the Products schedule at no additional charge. may include obtaining any customizations,
Customer's use of new or updated Products code samples,or data involved in the Case.
requires Customer to adhere to applicable
additional or revised terms and conditions in the 5. If the Tier 1 Help Desk cannot resolve the
Master Agreement. Case,an authorized Tier 1 Help Desk
individual may contact Tier 2 Support.The
4.2 Product Life Cycle. During the Term of Tier 1 Help Desk will provide support in such
Agreement, some Products may be retired or a way as to minimize repeat calls and make
may no longer be available to Deploy in the solutions to problems available to
identified quantities. Maintenance will be subject Customer's organization,
to the individual Product Life Cycle Support
Status and Product Life Cycle Support Policy, 6. Tier 1 Help Desk individuals are the only
which can be found at individuals authorized to contact Tier 2
htti)s://support.esri.com/en/other- Support. Customer may change the Tier 1
resources/product-life-cycle. Updates for Help Desk individuals by written notice to
Products in the mature and retired phases may Esri.
not be available. Customer may continue to use
Products already Deployed, but Customer will b. Tier 2 Support
not be able to Deploy retired Products. 1. Tier 2 Support will log the calls received
from Tier 1 Help Desk.
5.0—MAINTENANCE 2. Tier 2 Support will review all information
collected by and received from the Tier 1
The Fee includes standard maintenance benefits Help Desk including preliminary documented
during the Term of Agreement as specified in the troubleshooting provided by the Tier 1 Help
most current applicable Esri Maintenance and Desk when Tier 2 Su
Support Program document(found at Support is required.
https://www.esri.com/en- 3. Tier 2 Support may request that Tier 1 Help
us/leoal/terms/maintenance).At Esri's sole Desk individuals provide verification of
discretion, Esri may make patches, hot fixes,or information, additional information,or
updates available for download.No Software other answers to additional questions to
Page 4 of 6 January 3,2023
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supplement any preliminary information operate,or allow access to the Products. If this
gathering or troubleshooting performed by is a multi-year Agreement, Esri may invoice the
Tier 1 Help Desk. Fee up to thirty(30)calendar days before the
4. Tier 2 Support will attempt to resolve the annual anniversary date for each year.
Case submitted by Tier 1 Help Desk. b. Undisputed invoices will be due and payable
5. When the Case is resolved,Tier 2 Support within thirty(30)calendar days from the date of
will communicate the information to Tier 1 invoice. Esri reserves the right to suspend
Help Desk,and Tier 1 Help Desk will Customer's access to and use of Products if
disseminate the resolution to the user(s). 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
6.0—ENDORSEMENT AND PUBLICITY maximum rate permitted by applicable law on
any overdue fees plus all expenses of collection
This Agreement will not be construed or interpreted for any overdue balance that remains unpaid
as an exclusive dealings agreement or Customer's ten(10)days after Esri has notified Customer of
endorsement of Products. Either party may publicize the past-due balance.
the existence of this Agreement.
c. Esri's federal ID number is 95-2775-732.
7.0—ADMINISTRATIVE REQUIREMENTS d. If requested, Esri will ship backup media to the
ship-to address identified on the Ordering
7.1 OEM Licenses. Under Esri's OEM or Solution Document, FOB Destination,with shipping
OEM programs,OEM partners are authorized to charges prepaid. Customer acknowledges that
embed or bundle portions of Esri products and should sales or use taxes become due as a
services with their application or service. OEM result of any shipments of tangible media, Esri
partners'business model,licensing terms and has a right to invoice and Customer will pay any
conditions, and pricing are independent of this such sales or use tax associated with the receipt
Agreement. Customer will not seek any discount of tangible media.
from the OEM partner or Esri based on the
availability of Products under this Agreement. 8.2 Order Requirements. Esri does not require
Customer will not decouple Esri products or Customer to issue a purchase order. Customer
services from the OEM partners'application or may submit a purchase order in accordance with
service. its own process requirements, provided that if
Customer issues a purchase order, Customer
7.2 Annual Report of Deployments.At each will submit its initial purchase order on the
anniversary date and ninety(90)calendar days Effective Date. If this is a multi-year Agreement,
prior to the expiration of this Agreement, Customer will submit subsequent purchase
Customer will provide Esri with a written report orders to Esri at least thirty(30)calendar days
detailing all Deployments. Upon request, before the annual anniversary date for each
Customer will provide records sufficient to verify year.
the accuracy of the annual report.
a. All orders pertaining to this Agreement will be
processed through Customer's centralized point
8.0—ORDERING,ADMINISTRATIVE of contact.
PROCEDURES, DELIVERY,AND
DEPLOYMENT b. The fallowing information will be included in
each Ordering Document:
8.1 Orders, Delivery,and Deployment (1) Customer name; Esri customer number, if
a. Upon the Effective Date, Esri will invoice known;and bill-to and ship-to addresses
Customer and provide Authorization Codes to (2) Order number
activate the nondestructive copy protection (3) Applicable annual payment due
program that enables Customer to download,
Page 5 of 6 January 3,2023
9.0--MERGERS,ACQUISITIONS, OR
DIVESTITURES
If Customer is a commercial entity,Customer will
notify Esri in 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
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 Customer's organization,that
portion of Customer's organization will transfer
the Products to Customer 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,Customer will require any
successor entity to uninstall, remove,and
destroy the Products.This Agreement will
terminate upon such Ownership Change.
Page 6 of 6 January 3,2023
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*
THE Quotation # Q-5007/0
is!esr'• I OFENCE
WHERE- Date:September 28,2023
Environmental Systems Research Institute,Inc. Customer#9643 Contract#ENTERPRISE
380 New York St AGREEMENT
Redlands,CA 92373-8100
Phone:(909)793-2853 City of Round Rock
DUNS Number:06-313-4175 CAGE Code:OAMS3 Information Technology
221 E Main St
Round Rock,TX 78664-5271
To expedite your order,please attach a copy of ATTENTION: Nathan Smith
this quotation to your purchase order. PHONE: 5122185423
Quote is valid from:7/7/2023 To.1/312024 EMAIL: nsmith@roundrocktexas.gov
Material Oty Term Unit Price Total
168180 1 Year 1 $85,000.00 $85,000.00
Populations of 100,001 to 125,000 Small Government Enterprise Agreement Annual Subscription
168180 1 Year 2 $85,000.00 $85,000.00
Populations of 100,001 to 125,000 Small Government Enterprise Agreement Annual Subscription
168180 1 Year 3 $85,000.00 $85,000.00
Populations of 100,001 to 125,000 Small Government Enterprise Agreement Annual Subscription
168442 1 Year 1 $8,250.00 $8,250.00
ArcGIS GeoEvent Server Populations of 100,001 to 125,000 Small Government Enterprise Agreement Annual Subscription
168442 1 Year 2 $8,250.00 $8,250.00
ArcGIS GeoEvent Server Populations of 100,001 to 125,000 Small Government Enterprise Agreement Annual Subscription
168442 1 Year 3 $8,250.00 $8,250.00
ArcGIS GeoEvent Server Populations of 100,001 to 125,000 Small Government Enterprise Agreement Annual Subscription
157511 500 Year 1 $0.00 $0.00
Small Enterprise Agreement Public Safety ArcGIS Online Creator in Continually Staffed Environment License
Esri may charge a lee to cover expenses related to any customer requirement to use a proprietary vendor management,procurement,or invoice program.
For questions contact: Email: Phone:
Phillip White pwhite@esri.com (909)793-2853 x5803
The items on this quotation are subject to and governed by the terms of this quotation,the most current product specific scope of use document
found at https:f/assets.esdzqmJcontentldamlewisitestmgdiallegallproduct-specific-terms-of-usele3t30.odf,and your applicable signed agreement
with Esri.If no such agreement covers any item quoted,then Esri's standard terms and conditions found at hUps:lfgo.esri.corn/MAPS apply to your
purchase of that item.If any item is quoted with a multi-year payment schedule,then unless otherwise stated in this quotation,Customer is required
to make all payments without right of cancellation.Third-party data sets included in a quotation as separately licensed items will only be provided
and invoiced if Esri is able to provide such data and will be subject to the applicable third-party's terms and conditions.If Esri is unable to provide
any such data set,Customer will not be responsible for any further payments for the data set.US Federal government entities and US government
prime contractors authorized under FAR 51.1 may purchase under the terms of Esri's GSA Federal Supply Schedule.Supplemental terms and
conditions found at https://www.esri.cgm/en usllegallterms/state-supplemental apply to some US state and local government purchases.All terms
of this quotation will be incorporated into and become part of any additional agreement regarding Esri's offerings.Acceptance of this quotation 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.Unless prohibited by law,the quotation information is confidential and may not be copied or released
other than for the express purpose of system selection and purchase/license.The information may not be given to outside parties or used for any
other purpose without consent from Esri.Delivery is FOB Origin for customers located in the USA.
WHITEP This offer is limited to the terms and conditions incorporated and attached herein.
tmim
THE Quotation # Q-500770
eSI'1' SCIENCE
OF
WHERE- Date:September 28,2023
Environmental Systems Research Institute,Inc. Customer#9643 Contract#ENTERPRISE
380 New York St AGREEMENT
Redlands,CA 92373-8100
Phone:(909)793-2853 City of Round Rock
DUNS Number:06-313-4175 CAGE Code:OAMS3 Information Technology
221 E Main St
Round Rock,TX 78664-5271
To expedite your order,please attach a copy of ATTENTION: Nathan Smith
this quotation to your purchase order. PHONE: 5122185423
Quote is valid from:7!7/2023 To:71312024 EMAIL: nsmith@roundroektexas.gov
Material Qty Term Unit Price Total
157511 500 Year 2 $0.00 $0.00
Small Enterprise Agreement Public Safety ArcGIS Online Creator in Continually Staffed Environment License
157511 500 Year 3 $0.00 $0.00
i
Small Enterprise Agreement Public Safety ArcGIS Online Creator in Continually Staffed Environment License
154332 5 Year 1 $275.00 $1,375.00
ArcGIS Insights in ArcGIS Enterprise Annual Subscription
154332 5 Year 2 $275.00 $1,375.00
ArcGIS Insights in ArcGIS Enterprise Annual Subscription
154332 5 Year 3 $275.00 $1,375.00
ArcGIS Insights in ArcGIS Enterprise Annual Subscription
159166 1 Year 1 $5,000.00 $5,000.00
ArcGIS Hub Premium ArcGIS Online Community Annual Subscription
159166 1 Year 2 $5,000.00 $5,000.00
ArcGIS Hub Premium ArcGIS Online Community Annual Subscription
Esri may charge a fee to cover expenses related to any customer requirement to use a proprietary vender management,procurement.or invoice program.
For questions contact: Email: Phone:
Phillip White pwhite@esh.com (909)793-2853 x5803
The items on this quotation are subject to and governed by the terms of this quotation,the most current product specific scope of use document
found at h p assets.esri.comJcontenUdam/esrisites/mediaAegallproduct specific-terms-Qf-use/e300.pdf,and your applicable signed agreement
with Esri.If no such agreement covers any item quoted,then Esri's standard terms and conditions found at haps.#gQ.esri.com/MAPS apply to your
purchase of that item.If any item is quoted with a multi-year payment schedule,then unless otherwise stated in this quotation,Customer is required
to make all payments without right of cancellation.Third-party data sets included in a quotation as separately licensed items will only be provided
and invoiced if Esri is able to provide such data and will be subject to the applicable third-party's terms and conditions.If Esri is unable to provide
any such data set,Customer will not be responsible for any further payments for the data set.US Federal government entities and US government
prime contractors authorized under FAR 51.1 may purchase under the terms of Esri's GSA Federal Supply Schedule.Supplemental terms and
conditions found at https:/Avww.esri.com/en-usllegal/terms/state-sup Ip eo3ental apply to some US state and local government purchases.All terms
of this quotation will be incorporated into and become part of any additional agreement regarding Esri's offerings.Acceptance of this quotation 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.Unless prohibited by law,the quotation information is confidential and may not be copied or released
other than for the express purpose of system selection and purchaseAioense.The information may not be given to outside parties or used for any
other purpose without consent from Esri.Delivery is FOB Origin for customers located in the USA.
WHITEP This offer is limited to the terms and conditions incorporated and attached herein.
r-xnlDIL A
Quotation
. RHERE"
Quotation # Q-500770
GSI'I� I NCE
Date:September 28,2023
Environmental Systems Research Institute,Inc. Customer#9643 Contract#ENTERPRISE
380 New York St AGREEMENT
Redlands,CA 92373-8100
Phone:(909)793-2853 City of Round Rock
DUNS Number:06-313-4175 CAGE Code:OAMS3 Information Technology
221 E Main St
Round Rock,TX 78664-5271
To expedite your order,please attach a copy of ATTENTION: Nathan Smith
this quotation to your purchase order. PHONE: 5122185423
Quote is valid from:71712023 To:11312024 EMAIL: nsmith@roundrocktexas.gov
Material Qty Term Unit Price Total
159166 1 Year 3 $5,000.00 $5,000.00
ArcGIS Hub Premium ArcGIS Online Community Annual Subscription
159168 1 Year 1 $1,000.00 $1,000.00
ArcGIS Hub Premium Additional 1000 ArcGIS Online Community Creator Annual Subscription
159168 1 Year 2 $1,000.00 $1,000.00
ArcGIS Hub Premium Additional 1000 ArcGIS Online Community Creator Annual Subscription
159168 1 Year 3 $1,000.00 $1,000.00
ArcGIS Hub Premium Additional 1000 ArcGIS Online Community Creator Annual Subscription
173298 10 Year 1 $110.00 $1,100.00
ArcGIS Utility Network User Type Extension for ArcGIS Enterprise Annual Subscription
173298 10 Year 2 $110.00 $1,100.00
ArcGIS Utility Network User Type Extension for ArcGIS Enterprise Annual Subscription
173298 10 Year 3 $110.00 $1,100.00
ArcGIS Utility Network User Type Extension for ArcGIS Enterprise Annual Subscription
Esd may charge a fee to cover expenses related to any customer requirement to use a proprietary vendor management.procurement,or invoice program.
For questions contact: Email: Phone:
Phillip White pwhite@esd.com (909)793-2853 x5803
The items on this quotation are subject to and governed by the terms of this quotation,the most current product specific scope of use document
found at https�/lass .
etsesri.coMcontert/damlesrisiteslmedialieoallproduct-specific terms of-usele300.pdf,and your applicable signed agreement
with Esri.If no such agreement covers any item quoted,then Esri's standard terms and conditions found at haps://go.esrl.comr'MAP$apply to your
purchase of that item.If any item is quoted with a multi-year payment schedule,then unless otherwise stated in this quotation,Customer is required
to make all payments without right of cancellation.Third-party data sets included in a quotation as separately licensed items will only be provided
and invoiced if Esri is able to provide such data and will be subject to the applicable third-party's terms and conditions.If Esri is unable to provide
any such data set,Customer will not be responsible for any further payments for the data set.US Federal government entities and US government
prime contractors authorized under FAR 51.1 may purchase under the terms of Esri's GSA Federal Supply Schedule.Supplemental terms and
conditions found at https:/wwvr_esri.cc m/en-us/tegal/terms/state-sum !ern n 1 apply to some US state and local government purchases.All terms
of this quotation will be incorporated into and become part of any additional agreement regarding Esd's offerings.Acceptance of this quotation 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.Unless prohibited by law,the quotation information is confidential and may not be copied or released
other than for the express purpose of system selection and purchaseflicense.The information may not be given to outside parties or used for any
other purpose without consent from Esri.Delivery is FOB Origin for customers located in the USA.
WHITEP This offer is limited to the terms and conditions incorporated and attached herein.
cxniDit ..H..
THE Quotation # Q-500770
esrr (
SCIENCE
WHERE- Date:September 28,2023
Environmental Systems Research Institute,Inc. Customer#9643 Contract#ENTERPRISE
380 New York St AGREEMENT
Redlands,CA 92373-8100
Phone:(909)793-2853 City of Round Rock
DUNS Number:06-313-4175 CAGE Code:OAMS3 Information Technology
221 E Main St
Round Rock,TX 78664-5271
To expedite your order,please attach a copy of ATTENTION: Nathan Smith
this quotation to your purchase order. PHONE: 5122185423
Quote is valid from:7/7!2023 To:11312024 EMAIL: nsmith@roundrocktexas.gov
Material Qty Term Unit Price Total
183560 1 Year 1 $2,000.00 $2,000.00
ArcGIS StreetMap Premium for ArcGIS Pro Online Custom Roads USA State Annual Subscription
183560 1 Year 2 $2,000.00 $2,000.00
ArcGIS StreetMap Premium for ArcGIS Pro Online Custom Roads USA State Annual Subscription
183560 1 Year 3 $2,000.00 $2,000.00
ArcGIS StreetMap Premium for ArcGIS Pro Online Custom Roads USA State Annual Subscription
Subtotal: $311,175.00
Sales Tax: $0.00
Estimated Shipping and Handling(2 Day Delivery): $0.00
Contract Price Adjust: $0.00
Total: $311,175.00
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: Email: Phone:
Phillip White pwhite@esd.com (909)793-2853 x5803
The items on this quotation are subject to and governed by the terms of this quotation,the most current product specific scope of use document
found at haps://assets.esri_cornlcontenttdamfesrisites/mediaAegal product-s cific-terms-of-use/e300.odf,and your applicable signed agreement
with Esri.If no such agreement covers any item quoted,then Esri's standard terms and conditions found at https:itgo.esri.com/MAPS apply to your
purchase of that item.If any item is quoted with a multi-year payment schedule,then unless otherwise stated In this quotation,Customer is required
to make all payments without right of cancellation.Third-party data sets included in a quotation as separately licensed items will only be provided
and invoiced if Esri is able to provide such data and will be subject to the applicable third-party's terms and conditions.If Esri is unable to provide
any such data set,Customer will not be responsible for any further payments for the data set.US Federal government entities and US government
prime contractors authorized under FAR 51.1 may purchase under the terms of Esri's GSA Federal Supply Schedule.Supplemental terms and
conditions found at his://www.esri.conVen-usAggal/terms/state-supplemental apply to some US state and local government purchases.All terms
of this quotation will be incorporated into and become part of any additional agreement regarding Esri's offerings.Acceptance of this quotation 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.Unless prohibited by law,the quotation information is confidential and may not be copied or released
other than for the express purpose of system selection and purchasellicense.The information may not be given to outside parties or used for any
other purpose without consent from Esri.Delivery is FOB Origin for customers located in the USA.
WHITEP This offer is limited to the terms and conditions incorporated and attached herein.