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HomeMy WebLinkAboutContract 56667 CSC No.56667 Master Agreement s r i THE wrrexe- Product and Services Agreement No. 00301953.0 This Master Agreement( Agreement ) is between the entity shown below(-Customer-)and Environmental Systems Research Institute, Inc. (. Esri ), a California corporation with a place of business at 380 New York Street, Redlands, California 92373-8100 USA. This Agreement is the sole and entire agreement of the parties as to the subject matter of this Agreement and supersedes any previous agreements, understandings, and arrangements relating to such subject matter. Neither party has relied on any statement, representation, or warranty not expressly stated in this Agreement. This Agreement comprises this signature page, the terms and conditions that begin on the following page, and all referenced attachments. Except for Product or Service descriptions, quantities, pricing, and delivery instructions, or as agreed in an Ordering Document signed by both parties, all terms included in any Ordering Document are void and of no effect. Any modification(s)or amendment(s)to this Agreement must be in writing and signed by both parties. The parties may sign this Agreement in counterparts or via electronic signatures such execution is valid even if an original paper document bearing both parties' original signatures is not delivered.This Agreement is executed and effective as of the last date signed below. The authorized representatives of each party accept and agree to the terms of this Agreement by signing below: City of Fort orth Environmental Systems Research Institute, Inc. Valerie Washington(Nov 15,202111:43 CST) Signature: Signature: Timothy Brazeal(Sep 29,202115:48 PDT) Printed Name: alerie Washington Printed Name: Timothy Brazeal Title: Assistant City Title: Manager Manager,Commercial and Government Contracts Date_ Nov 15,2021 Date: Sep 29,2021 Customer Contact Information Contact: Michelle Swindle Telephone: 817-392-8861 Address: 200 Texas Street Fax: NA City, State, IP: Fort Worth, T 76102 Email: Michelle.Swindle§f0rtworthtexas.gov OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX E204 Page 1 of 36 September 16,2020 Attachment A contains definitions of capitalized terms used throughout this Agreement. Each section of this Agreement may include additional definitions that are used exclusively within that section. 1.0 GENERA_ GRANT OF RIG_TS AND RESTRICTIONS 1.1 Grant of Rights. In consideration of Customer's payment of all applicable fees and in accordance with this Agreement, Esri a. Provides Services as set forth in this Agreement b. Grants to Customer a nonexclusive, nontransferable right and license or subscription to access and use Esri Offerings as set forth in the Specifications and applicable Ordering Documents and c. Authorizes Customer to copy and make derivative works of the Documentation for Customer's own internal use in conjunction with Customer's authorized use of Esri Offerings. Customer will include the following copyright attribution notice acknowledging the proprietary rights of Esri and its licensors in any derivative work: Portions of this document include intellectual property of Esri and its licensors and are used under license. Copyright (Customer will insert the actual copyright date(s) from the source materials.] Esri and its licensors_All rights reserved. The grants of rights in this section (i)continue for the duration of the subscription or applicable Term or perpetually if no Term is applicable or identified in the Ordering Documents and (ii)are subject to additional rights and restrictions in this Agreement including Attachment B. 1.2 Consultant or Contractor Access. Customer may authorize its consultants or contractors to (i) host Esri Offerings for Customer's benefit and (ii) use Esri Offerings exclusively for Customer's benefit. Customer will be solely responsible for its consultants' and contractors'compliance with this Agreement and will ensure that each consultant or contractor discontinues use of Esri Offerings upon completion of work for Customer. Access to or use of Esri Offerings by consultants or contractors that is not exclusively for Customer's benefit is prohibited. 1.3 Reservation of Rights. All Esri Offerings are the copyrighted works of Esri or its licensors all rights not specifically granted in this Agreement are reserved. 1.4 Customer Content. Esri does not acquire any rights in Customer Content under this Agreement other than as needed to provide Esri Offerings and Services to Customer. 2.Q SOFT- ARE AND ON_INE SER_ICES 2.1 Definitions. The following definitions supplement the definitions provided in Attachment A: a. Anonymous Users-means all who have public access(i.e., without having to provide a Named User Credential)to any part of Customer Content or Customer's alue-Added Applications. b. App -ogin Credential s-means a system-generated application login and associated password, provided when registering a aloe-Added Application with ArcGIS Online, which when embedded in a slue-Added Application allows the alue-Added Application to access and use Online Services. c. Commercial App Deployment _icense-means a license to distribute alue-Added Applications to third parties for a fee. d. Concurrent Use _icense_.means a license to install and use Software on computer(s)on a network, provided that the number of simultaneous users may not exceed the number of licenses acquired. A Concurrent Use License includes the right to run passive failover instances of Concurrent Use License management software in a separate operating system environment for temporary failover support. e. Ceployment -icense-means a license to incorporate ArcGIS Runtime components in alue-Added Applications and distribute alue-Added Applications to Customer's end users. f. -Deployment Server -icense-means a license to use Software under a Server License for all uses permitted in this Agreement and as described in the Documentation. g. -Development Server --icense-means a license to use Software under a Server License only to build and test aloe-Added Applications as described in the Documentation. E204 Page 2 of 36 September 16,2020 h. -Development Use-means the right to install and use Products to build and test alue-Added Applications as described in the Documentation. i. -Dual Use -icense"-means the right to install Software on a desktop computer and use it simultaneously with either a personal digital assistant(PDA) or handheld mobile computer as long as the Software is only used by a single individual at any time. j. failover -icense-means a license to install Software on redundant systems for failover operations, but the redundantly installed Software may be operational only during the period the primary site is nonoperational. Except for system maintenance and updating of databases,the redundant Software installation(s)will remain dormant while the primary site (or any other redundant site) is operational. k. -Named Users,-is Customer's employee, agent, consultant, or contractor to whom Customer has assigned a unique, secure login credential (identity)enabling access to a Product that requires such identity in order to access identity-managed capabilities within a Product for Customer's exclusive benefit. For educational use, Named Users may include registered students. I. -Named User Credential s-means an individual person's login and associated password enabling that person to access and use Products. m. Named User icense means the right for a single Named User to use a specific Esri Offering. n. Online Services Subscription .means a limited-term subscription conveying the right for one or more Named Users to access and use Online Services. o. Redistribution icense. means a license to reproduce and distribute Software provided that 1. Customer reproduces and distributes the Software in its entirety 2. A license agreement that protects the Software to the same extent as this Agreement accompanies each copy of the Software, and the recipient agrees to the terms and conditions of the license agreement 3. Customer reproduces all copyright and trademark attributions and notices and 4. Customer does not charge a fee to others for the use of the Software. p. -Server -icense-means a license to install and use Software on a server computer. Server Licenses may be subject to a limited number of server cores or distributed deployment on multiple servers as described in the Ordering Documents or Documentation. If the Software description includes fai€over use rights, each Server License includes a Failover License. q. service Credit-s-means a unit of exchange for consumption of services that can be used with an online Services Subscription. r. Sharing Tools. means publishing capabilities included with Customer's authorized use of Online Services or ArcGIS Enterprise that allow Customer to make Customer Content and alue-Added Applications available to third parties or Anonymous Users. s. Single Use icense means a license for a single authorized end user to install and use Software on a single computer. The single authorized end user may also install a second copy for the end user's exclusive use on a second computer as long as only 1 copy of Software is in use at any time. No other end user may use Software under the same license at the same time for any other purpose. t. -Staging Server --icense-means a license to use Software under a Server License to build and test alue- Added Applications and map caches conduct user acceptance, performance, and load testing of other third- party software stage new commercial data updates and conduct training activities as described in the Documentation. Customer may use aloe-Added Applications and map caches with Development and Deployment Server Licenses. 2.2 -icense and Subscription Types. Esri provides Software Products under one or more of the license or subscription types identified in the definitions above. The Documentation and Ordering Documents identify which license or subscription type(s)applies to the ordered Products_ 2.3 Software Terms of Use. a. Customer may 1. Install, access, or store Software and Data on electronic storage device(s) 2. Make archival copies and routine computer backups E204 Page 3 of 36 September 16,2020 3. Install and use a newer version of Software concurrently with the version to be replaced during a reasonable transition period not to exceed 5 months, provided that the deployment of either version does not exceed Customer's licensed quantity"-thereafter, Customer will not use more Software in the aggregate than Customer's total licensed quantity. This concurrent use right does not apply to Software licensed for Development Use 4. Move Software in the licensed configuration to a replacement computer 5. Distribute Software and any associated Authorization Codes required for use of a Deployment License to third parties and 6. Governmental or not-for-profit organizations that operate a website or offer Internet services may use server Software for revenue-generating purposes on a cast-recovery basis and not for profit. b. Customer may customize Software using any macro or scripting language, APIs, or source or object code libraries but only to the extent that such customization is described in the Documentation_ c. Customer may use all fonts provided with Software for any authorized use of the Software. Customer may also use Esri fonts separately to print any output created by the Software. Any use restrictions for third-party fonts included with the Software are set forth in the font file itself. d. Esri publishes Product-specific Software terms of use at https://www.esri.com/legal/scope-of-use. 2.4 Online Services Terms of Use. a. Online Services Descriptions. Esri publishes Online Services Subscription-specific terms of use at httos://wwvv.esri.com/lec;al/scope-of-use. Use of Online Services is also subject to the Cloud Services terms found in Attachment B. b. Modifications of Online Services. Esri may change Online Services and associated APIs at any time, subject to 30 days' notice of material changes and 90 days'notice for deprecations. If any modification, discontinuation, or deprecation of Online Services causes a material, adverse impact to Customer's operations, Esri may, at its discretion, attempt to repair, correct, or provide a workaround for Online Services. If a viable solution is not commercially reasonable, Customer may cancel its subscription to Online Services, and Esri will issue a prorated refund. c. Sharing Customer Content. Sharing Customer Content using Sharing Tools enables third parties to use, store, cache, copy, reproduce, (re)distribute, and (re)transmit Customer Content through Online Services. Esri is not responsible for any loss, deletion, modification, or disclosure of Customer Content resulting from use or misuse of Sharing Tools. Customer's use of Sharing Tools is at Customer's sole risk. d. -imits on Use of Online Services, Service Credits. Each Online Services Subscription includes Service Credits as described in the applicable Ordering Document. Each Service Credit entitles Customer to consume a set amount of Online Services, the amount varying depending on the Online Services that Customer is using. As Customer consumes Online Services, Service Credits are automatically debited from Customer's subscription, up to the maximum number of Service Credits available. Customer may purchase additional Service Credits as needed. Esri will notify Customer's subscription account administrator when Customer's Service Credit consumptions reaches approximately 75 percent of the Service Credits allocated to Customer through Customer's subscription. Esri reserves the right to suspend Customer's access to Online Services that consume Service Credits when Customer has consumed all its Service Credits. Esri will promptly restore Customer's access to its Online Services once Customer has purchased additional Service Credits. 2.5 Named User icenses. Except as expressly set forth in this Agreement, the following terms apply to Software and Online Services for which Customer acquires Named User Licenses. a. Named Users. 1. Named User login credentials are for designated users only and may not be shared with other individuals. 2. Customer may reassign a Named User License to another user if the former user no longer requires access to the Software or Online Services. 3. Customer may not add third parties as Named Users., other than third parties included within the definition of Named Users. E204 Page 4 of 36 September 16,2020 b. -alue-Added Applications. 1. Customer is responsible for the development, operation, and technical support of Customer Content and alue-Added Applications. 2. Customer may not embed a Named User Credential into alue-Added Applications. alue-Added Applications that enable access to Customer Content that is not publicly shared through the use of Sharing Tools must require individual users to log in to the application(s)with their unique Named User login credentials. 1 Customer may embed an App Login Credential into -slue-Added Applications that provide access by Anonymous Users to services or Content, that has been published for shared access by Anonymous Users through the use of Sharing Tools. 4_ Customer may not embed an App Login Credential into alue-Added Applications that enables access to Customer Content that is not publicly shared through the use of Sharing Tools. alue-Added Applications that enable access to Customer Content that is not publicly shared through the use of Sharing Tools must require individual users to log in to the application(s)with their unique Named User login credentials. 5. Customer may not provide a third party, other than third parties included within the definition of Named Users, with access to Software or Online Services, other than through Customer's alue-Added Application(s). 6. Customer may transfer -alue-Added Applications to any third party for use in conjunction with the third party's own Software license or Online Services Subscription. c. Anonymous Users. Anonymous Users may only access Software or Online Services through alue-Added Applications that provide access to services or Content,that has been published for shared access through the use of Sharing Tools. 2.6 imited-Use Programs. a. Trial, Evaluation, and Beta Programs, Products acquired under a trial, evaluation, or Beta program are licensed for evaluation and testing purposes only and not for commercial use. Any such use is at Customer's own risk, and the Products do not qualify for Maintenance. It Customer does not convert to a purchased license or subscription prior to the expiration of the trial, evaluation, or Beta license, Customer may lose any Customer Content and customizations made during the license term. If Customer does not wish to purchase a license or subscription, Customer should export such Customer Content before the license expires. b. Educational Programs. Customer agrees to use Products provided under an educational program solely for educational purposes during the educational use Term. Customer shall not use Products for any Administrative Use unless Customer has acquired an Administrative Use license. Administrative Use means administrative activities that are not directly related to instruction or education, such as asset mapping, facilities management, demographic analysis, routing, campus safety, and accessibility analysis. Customer shall not use Products for revenue-generating or for-profit purposes. c. Grant Programs. Customer may use Products provided under a grant program for noncommercial purposes only. Except for cast recovery of using and operating the Products, Customer shall not use Products for revenue-generating or for-profit purposes. d. ❑ther Esri -imited-Use Programs. If Customer acquires Products under any limited-use program not listed above, Customer's use of the Products may be subject to the terms set forth in the applicable launching page or enrollment form or as described on Esh's website in addition to the nonconflicting terms of this Agreement. 3.0 ❑ATA 3.1 Definitions.The following definitions supplement the definitions provided in Attachment A: a. _Business ._isting Data_means any dataset that includes a list of businesses and may include other associated business attributes. b. _Esri Content Package_s.-means a digital file containing ArcGIS Online basemap ❑ata extracted from the ArcG1S Online basemap services. c. Street Data Data that includes or depicts information about roads, streets, and related features. E204 Page 5 of 36 September 16,2020 3.2 Permitted Uses. a. Unless otherwise authorized in writing, Customer may only use Data with the Products for which Esri has provided the Data. b. Customer may include representations of Data in hard-copy or static, electronic format(e.g., PDF, GIF, PEG, TM in ArcGIS Web Maps or in Esri Story Maps apps for the purposes of visualizing Data (including basic interactions such as panning, zooming, and identifying map features with simple pop-ups)for use in presentation packages, marketing studies, or other reports or documents containing map images or data summaries derived from the use of Esri Products to third parties subject to restrictions set forth in this Agreement, provided that Customer affixes an attribution statement to the Data representations acknowledging Esri or its applicable licensor(s)as the source of the portion(s)of the Data used for the Data representation. c. Customer may take ArcGIS Online basemaps offiine through Esri Content Packages and subsequently deliver(transfer)them to any device for use with licensed ArcGIS Runtime applications and ATCGIS Desktop. Customer may not otherwise scrape, download, or store Data. d. Customer may make any internal use of geocoded results that are obtained and stored in compliance with this Agreement. Customer may not redistribute geocoded results except to (i) use and/or display on a map in connection with Customer's public, non-revenue generating website(s), (ii) permit access to third-parties for the purposes of Customer's business, or(iii)deliver to third parties, on a noncommercial/non-revenue generating basis, static results, static output or static base map renderings. 3.3 Use Restrictions. a. Customer may not act directly or authorize its customers to cobrand Data, use Data in any unauthorized service or product, or offer Data through or on behalf of any third party. b. Customer may not use or allow third parties to use Data,for the purpose of compiling, enhancing, verifying, supplementing, adding to, or deleting from compilation of information that is sold, rented, published,furnished, or in any manner provided to a third party. c. Business Listing Data. Unless authorized in writing, Customer may not use Business Listing Data for any direct marketing purposes, resale publication, or distribution to any third party as part of any mailing list, directory, classified advertising, or other compilation of information. d. Street Data. Customer may use Street Data for mapping, geocoding, routing, and transportation network analysis purposes. Unless otherwise authorized in writing, Customer may not use Street Data for 1. Real-time navigational guidance, including alerting a user about upcoming maneuvers, such as warning of an upcoming turn or calculating an alternate route if a turn is missed 2. Synchronized multivehicle routing or 3. Synchronized route optimization. e. Business Analyst Data. Customer may cache Data provided with ArcGIS Business Analyst Mobile App on a mobile device for use in conjunction with its use of ArcGIS Business Analyst Server. Customer may not otherwise cache or download such Data. f. Partial Dataset Licenses: If Customer orders a subset of a dataset(e.g., a country, region, state, or local portion of a global database), Customer may use only the licensed subset, not any other portion of the full dataset. g. Michael Bauer Research International Boundaries Data ("MBR Data'). Customer's right to use data downloaded to Customer's premises (e.g., MBR Data stored in ArcGIS Enterprise, ArcGIS Desktop) terminates 2 years after download_ 3.4 Supplemental Terms and Conditions for Data. Certain Data licensors require Esri to flow down additional attribution requirements and terms of use to Customer. These terms supplement and amend the terms of this Agreement and are available at www.esri.com/legal/third-party-data. E204 Page 6 of 36 September 16,2020 4.0 MAINTENANCE 4.1 US Customers. Esri will provide Maintenance for Software and Online Services in accordance with the Esri Maintenance and Support Program and this Agreement if Customer is in the United States. 4.2 Customers outside the United States. Customer may obtain maintenance services from their local Esri distributor under the distributor's own standard support policy. 5.0 PROFESSIONA. SER ICES 5.1 Definitions. The following definitions supplement the definitions provided in Attachment A: a. Invention s -..means a patentable invention, discovery, innovation, or improvement, excluding Deliverables, relating to the subject matter of a Task Order. b. Inventor_s_-_means a party's principal, employee, consultant, or independent contractor that solely or jointly develops Inventions during Esri's performance under a Task Order. c. -Professional Service Package_s-means a predefined unit of Professional Services,including travel- related expenses, provided at a firm fixed price. 5.2 Permitted Uses.Customer may use, copy, and modify Deliverables solely in conjunction with Customer's authorized use of Products. 5.3 Task Orders and Project Schedule. a. Esri will provide Professional Services and Deliverables as specified in the Task Order. b. Each Task Order will reference this Agreement and specify the commencement date and, if known, the period of performance. c. Task Orders may have the format shown in Attachment C or any other agreed-upon format. d. Each party will identify, in writing, the project manager who is responsible for Professional Services and Deliverables described in Task Orders- By written notice to the other party's technicai administrator, either party may replace the project manager at any time with a similarly qualified person. e. Other than pricing and descriptions of Professional Services to be performed,terms and conditions in a Task Order are not binding unless both parties have signed the Task Order. The terms of a signed Task Order take precedence over conflicting terms in this Agreement. 5.4 Ownership of Deliverables and Inventions. a. Esri or its licensors own and retain ownership of Deliverabies. b. Each party will retain title to any Inventions made or conceived solely by its Inventors during the term of this Agreement, including, but not limited to, such Inventions that Esri's Inventors solely make or conceive while providing technical assistance pursuant to this Agreement. The parties will jointly own any Inventions made or conceived jointly by Inventors from both parties. c. The parties will negotiate in good faith and cooperate reasonably in (i) deciding whether or not to seek or maintain, or to continue to seek or maintain, patent protection in any country on any Invention and the extent and scope of such protection and (ii) protecting and enforcing any patents issued on such Invention. 5.5 Acceptance. a. For Firm Fixed Price Task Orders. Customer will complete its acceptance review within 10 working days of receiving each Deliverable and classify the Deliverables as follows: 1. DELI ERABLE ACCEPTED :means a Deliverable conforming to the applicable Task Order with no more than minor nonconformities. 2. DELI ERABLE ACCEPTED WIT REWORK means a Deliverable substantially conforming to the applicable Task Order but having a significant number of identified nonconformities and accepted subject to rework by Esri. Esri will rework the Deliverable for the identified nonconformities and resubmit it within E204 Page 7 of 36 September 16,2020 30 days. Customer will rerun its acceptance review for the nonconformities detected in the initial review within 10 working days of such resubmission and will reclassify the Deliverable as either DELI -ERABLE ACCEPTED or DELI'-ERABLE RE 'ECTED. 3. DELI ERABLE RE ECTED means a Deliverable that fails to substantially conform to applicable Task Orders). Esri will rework the Deliverable and resubmit it to Customer within 30 days, at which time Customer will have 10 working days to rerun its acceptance review and reclassify the deliverable as either DELI ERABLE ACCEPTED or DELI ERABLE RE ECTED. Customer may not use any Deliverable in its business operations before acceptance as described in a.1 or a.2. If Customer does not notify Esri in writing within 10 working days after delivery that it has classified the Deliverable as ACCEPTED WIT REWORK or RE ECTED in accordance with a.2 or a.3, or if Customer uses the Deliverable in its business operations, the Deliverable will be deemed, as of the first of either of these events to occur, to have been accepted- b. For Task Orders with Professional Service Packages. Professional Services that Esri performs under Professional Service Packages will be deemed accepted unless Customer notifies Esri within 10 days after performance. Customer may purchase additional Professional Service Packages as needed:to complete Customer's work requirements. c. For Time and Materials Task Orders. Professional Services are provided strictly on a time and materials basis subject to the Task Order not-to-exceed funding limit. The Professional Services provided will be deemed accepted and in compliance with the professional and technical standards of the software industry unless Customer notifies Esri within 10 days after performance. Deliverables produced under a time and materials Task Order will not be subject to acceptance testing. 5.6 - arranty for Deliverables. Esri warrants to Customer that firm fixed price Deliverables materially comply with Specifications for a period of 90 days from acceptance, subject to the limitations and disclaimers of liability set forth in the Limited Warranties and Disclaimers section of Attachment B. 5.7 Changes.The parties may make changes within the general scope of a Task Order by mutual agreement. To document any agreed-to scope changes within the general scope of the Task Order that affects the cost or time required to provide a Deliverable, the parties will jointly sign a written amendment to the Task Order that includes an equitable adjustment in the price, schedule, or both. 5.8 Customer Termination for Convenience. Customer may terminate any Task Order at any time upon 30 days'written notice to Esri and upon payment to Esri of all amounts due to date pursuant to this Agreement, including reasonable expenses incurred as a direct result of the termination and the pro rate contract price for the Task Orders affected. 5.9 Payment Invoices. a. For Firm Fixed Price Task Orders. Unless otherwise specified in a Task Order, Esri will prepare and submit monthly invoices based on the percentage of completion for each Deliverable as of the end of the preceding month. Upon acceptance of all Deliverables under a Task Order,the unpaid balance of the total Task Order value is due. b. For Professional Service Packages. Esri will submit an invoice for Professional Service Packages on receipt of an agreed-upon Task Order. Esri may, at its sole discretion, stop work to avoid exceeding the total labor hours or number of days allotted in the applicable Professional Service Package description set forth in the applicable scope of work_ Professional Service Packages expire if not used within 12 months of the Esri invoice date. c. For Time and Materials Task Orders. 1. Esri will submit to Customer written monthly invoices to the Customer address provided in the Task Order. The invoices will include the payment due for work performed, including travel time, and any other direct costs (ODCs) incurred as authorized under a Task Order. The amount invoiced for labor will be equal to the number of hours expended during the previous month, multiplied by the applicable labor E204 Page 8 of 36 September 16,2020 rates. Esri will invoice meals on a per diem basis in accordance with the full daily limits specified on the government General Services Administration (GSA)website at https_l/www.gsa_govl_ Esri and Customer may include hourly labor rates in this Agreement if the parties elect to do so, Attachment D will identify the hourly labor rates for each labor category. Esri may change hourly labor rates for Services any increase in the first 5 years will not exceed 5 percent per year. Esri will invoice ❑DCs, including travel- related expenses incurred, plus a 15 percent burden. 2. Esri may reallocate the budget between activities, labor categories, and ODCs as necessary to facilitate the work effort, provided the overall price is not exceeded. If Esri reaches the funded not-to-exceed Task Order value and the activities are not completed, Customer may increase the order funding to allow additional work to be performed, or Esri may stop work without further obligation or liability. 5.10 System and Data Access. Each Task Order will specify any requirement for Customer to give Esri personnel access to Customer's systems or data. 6.0 ESRI MANAGED C-OUD SER_ICES 6.1 Definitions. The following definitions supplement the definitions provided in Attachment A: a. _Esri Managed Cloud Services Environment_means the hardware, Software, Data, and network platform that Esri or its third-party supplier provides as part of Esri Managed Cloud Services- b. osting. means the business of housing and making accessible Customer Content via the Internet. 6.2 Provision of Esri Managed Claud Services. a. General Terms. Use of Esri Managed Cloud Services is subject to the Cloud Services terms found in Attachment B of this Agreement. b. Requirements Planning. It is Customer's responsibility to plan for and address with Esri changes to Customer's requirements, such as the need for additional capacity, the update of an application or dataset, or increased level of system availability. c. Compensation and Expenses. Esri will invoice Customer for the one-time setup fee upon Task Order execution. Thereafter, Esri will invoice Customer monthly for the Esri Managed Cloud Services to be provided the following month. Customer will pay invoices within 30 days of receipt. Customer is responsible for any shipping or temporary storage costs incurred during the delivery of Customer Content to Esri or removal of Customer Content from the Esri Managed Cloud Services Environment. This paragraph does not apply to Esri Managed Cloud Services provided under the Advantage Program (see the section entitled Advantage Program in this Agreement). d. Risk of -oss. Risk of loss for all Customer Content shall at all times remain with Customer, and it is Customer's sole responsibility to maintain regular backups of Customer Content. Risk of loss for the Esri Managed Cloud Services Environment shall at all times remain with Esri. e. Personally Identifiable Information. Prior to providing any Customer Content under this Agreement, Customer shall notify Esri if Customer Content includes personally identifiable information. f. Public Software. Customer may not use, and may not authorize its end users or contractors to combine or use any Esri Offerings with any software (including any underlying dependencies), documentation, or other material distributed under an open source or other similar licensing or distribution model that requires as a condition of such model that any component of the Esri Offering to be (1) disclosed or distributed in source code form, (2) made available free of charge to third parties, or(3)modifiable without restriction by third parties. g. Monitoring. Customer will provide information and other materials related to its Customer Content as reasonably requested by Esri or its osting partner to verify Esri's or Customer's compliance with this Agreement. Esri or its osting partner, as applicable, may browse, index, or otherwise monitor the external interfaces of any Customer Content solely for the purpose of verifying compliance with this Agreement. E204 Page 9 of 36 September 16,2020 7.0 TRAINING 7.1 Definitions. The following definitions supplement the definitions provided in Attachment A: a. Customer-Supplied Training Data means any digital dataset(s) including, but not limited to, geographic vector data, coordinates, raster data reports, or associated tabular attributes supplied by Customer for use in training. b. Esri Academy MS Integration Subscription means an optional term-limited subscription to Esri Academy enabling a specific number of unique Customer student(s)access to Self-Paced E-Learning through the Customer's learning management system. C. Esri E- earning Content .SCQRM Format.. icense.. means an optional term-limited license that provides Esri customers with Esri's e-learning content in SCQRM (Shareable Content abject Reference Model)format to import into their learning management system. d. -Esri Mobile -ab-means a service in which Esri wili deliver and set up a training environment at the Customer's site for use in conjunction with scheduled Esri Training Events only. The Esri Mobile Lab will include certain hardware, software, power cords, and network switches necessary for the instructor to set up the environment. e. Esri Training Event s _.means an Esri site class, Esri instructor-led online class, a Customer site/private class,workshop, or coaching services. f. -Esri Training Event Assistant-means Customer's primary Esri liaison in organizing private Esri Training Events. g. _5tudent._s—means a Customer employee or agent who is a registered participant in a specific Esri Training Event or Training-related services. If Customer is an individual, then Student means Customer. h. _Training Pass_means a nonrefundable, nontransferable block of prepaid training days with a fixed price per day training price throughout the Term of the Training Pass. i. Esri Mobile Router-means a service in which Esri will deliver and setup a mobile router at the Customer's site for use in conjunction with a scheduled Esri Training Event only. The mobile router provides high-speed wireless internet access needed to run the Esri Training Event. 7.2 Permitted and Prohibited Uses. a. Esri provides Training Materials for Training purposes only and for the exclusive use of the Student who attends the Training course for which the Training Materials are provided. b. Customer may reproduce copies of Training Materials for registered Students. c. Customer may not and may not permit any Student to (i) separate the component parts of Training Materials for any use or(ii) use audio or video recording equipment during an Esri Training Event. d. Esri may issue temporary Product authorizations if Customer has an insufficient number of Products available for Training. Customer may use such Products as Training Materials under the terms of this Agreement. Customer will uninstall all deployed Products and return any media provided by Esri upon conclusion of the Esri Training Event. e. Customer will: retain ownership of any Customer-Supplied Training Data. 7.3 Esri s Responsibilities. Esri will a. Provide an instructor qualified to conduct Training b. Provide all necessary Training Materials for Student and c. Confirm Esri Training Events approximately 10 business days prior to the scheduled start date_ Esri will only confirm Student registrations that include a payment method. Registrations without a confirmed payment method are placed on the reservation waiting list. All reservations on the waiting list are subject to availability. Customer site/Private class and coaching services confirmation is also dependent on receipt of the completed Customer site training request form. E204 Page 10 of 36 September 16,2020 7.4 Customers Responsibilities. Customer will a. Ensure that all Students have received confirmation from Esri to participate in an Esri Training Event. Esri reserves the right to disconnect any Student who permits unregistered student access to an online classroom Esri Training Event. In such case, the full Esri Training Event fee will be invoiced and payable b. Ensure that all Students meet the minimum prerequisites for the applicable Esri Training Event as listed on Esri's training website c. Submit Student registrations with payment method information at least 15 business days before the scheduled start date d. Provide the Esri Training Event Assistant with a list of names and email addresses of any Students who are to attend an Esri Training Event at least 3 business days before the scheduled start date, for compliance with the US embargoed country lists and the various US Government Lists of Parties of Concern or Specially Designated Nationals lists e. For classes held at the Customer-designated facility, complete a client-site training request form consult with Esri personnel to determine classroom, computer, and network requirements and provide all such required classrooms, computers, and network access f_ Ensure that Student use of Training Materials provided by Esri complies with the terms of this Agreement and g. Assume full liability and responsibility for Student attending Training course(s) under this Agreement. h. If the Esri Mobile Lab or Mobile Router is used, Customer will 1. Take delivery of the Esri Mobile Lab or Mobile Router from the shipping agent, and keep it in a secure, locked area at all times 2. Immediately report any previously damaged Esri Mobile Lab or Mobile Router equipment to the Esri Training Event Assistant upon receipt of the shipment and 3. Be financial#y responsible for loss of, damage to, or theft of Esri Mobile Lab or Mobile Router equipment while in Customer's possession. 7.5 Student Registration and Training Event Change Policy. a. Customer will provide advance written notice to Esri Customer Service at serviceC?esri.com to reschedule or cancel any Esri Training Event or to substitute a student in a scheduled Esri Training Event. b. A replacement Student must be from the same Customer organization as the Student being replaced. c. If Customer reschedules an Esri Training Event three or fewer days before the scheduled start date, Esri will charge Customer 50 percent of the fee plus the cost of the rescheduled Esri Training Event. d. If Customer(i)cancels an Esri Training Event 3 or fewer days before the scheduled start date without concurrently rescheduling or(ii) is absent without notice from the Esri Training Event, Customer will be liable for the full Esri Training Event fee. e. If cancellation of an Esri Training Event is necessary due to causes beyond the party's reasonable control, the affected party may reschedule or cancel the Esri Training Event without incurring any liability. f. Termination of Agreement Students who are currently registered for an Esri Training Event as of the date of termination of this Agreement may attend the scheduled Esri Training Event, subject to the terms and conditions of this Agreement. 7.6 Invoicing Prepaid Fees. a. Esri will invoice Customer upon completion of the Esri Training Event or on purchase of a Training Pass. On Customer request, Esri will invoice in advance for an Esri Training Event. b. If Customer is invoiced and pays that invoice prior to the scheduled Esri Training Event,then Customer has 1 year from the date of the invoice to consume training days. For a multiyear order, training days must be consumed by the end date specified on the Esri quotation. Thereafter, all prepaid fees are forfeited. c. Training Pass redemption rates are described at httns:llwww.esri.com/training/training-for-o[ganizationsl. This section 7.6 does not apply to Training provided under the Advantage Program. E204 Page 11 of 36 September 16,2020 7.7 Availability and General Provision of - ireless Service. a. Esri will not be liable for any failure of or delay in the performance of this Agreement for the period that such failure or delay is due to wireless service interruptions or unavailability. 7.8 Esri E--earning in the Customers -earning Management System. a. Esri E-Learning Content(SCORM format) License, specific terms of use incorporated by reference are found at https:llwww.esri.com/en-us/legal/overview. b. Esri Academy LMS Integration Subscription, specific terms of use incorporated by reference are found at https://www.esri.com/en-us/legal/overview. 8.0 AD. ANTAGE PROGRAM 8.1 Definitions. The following definitions supplement the definitions provided in Attachment A: a. Activity Description means a mutually agreed upon written statement that confirms the number of Learning and Services Credits that Esri estimates is required to perform an activity and authorizes Esri to begin work based on such estimate. The Activity Description serves as the Task Order for Services provided under the Advantage Program. b. Advantage Program -means either Advantage Program, as described at www.esri_com/services/eeap/components, or the Advantage Program for Partners, as described at www.esri.com/partners/bpap/components. c. Authorized Contact means Customer's point of contact for the Advantage Program identified below_ d. _Learning and Services Credits._.means a contracted unit of exchange that Customer may use to acquire Professional Services,Training, PSS, Esri Managed Cloud Services, or related travel expenses as described below. e. Premium Support Services or PSS means a prioritized incident management and technical support program further described at https://support.esri.com/en/support/premium. f. Advisor..means an Esri consultant assigned to work with Customer to provide Professional Services such as advising Customer on GIS strategies, facilitating annual planning, and developing and coordinating a collaborative work plan under the Advantage Program. 8.2 Advantage Program Description. The Advantage Program is provided on an order-by-order, annual subscription basis and provides strategy and planning support in addition to a menu of items including Professional Services, Training, PSS, and Esri Managed Cloud Services that Customer can select to best meet its needs with guidance from Advisor. The Advantage Program may change from time to time. The Advantage Program includes the following: a. Advisor. Customer will receive up to the number of Advisor hours ordered. Customer may elect to retain additional Advisor hours for a supplemental price. b. Annual Planning Meeting.A 1-day annual planning meeting is included. c. - ark Plan. A collaboratively developed document is designed to drive the program's implementation through definition of Customer's GIS vision, goals, and objectives. d. earning and Services Credits. Customer will receive the number of Learning and Services Credits ordered. Customer may use the credits toward any combination of Professional Services, Training, PSS, Esri Managed Cloud Services, or related travel expenses. Customer may order,for an additional price, additional Learning and Services Credits. Learning and Services Credits may be exchanged as described at the applicable Advantage Program website. Esri will provide a monthly report outlining usage of Learning and Services Credits to date to the Authorized Contact. e. Technology . ebcasts. Esri will provide an email invitation to the Authorized Contact for webcasts presenting business and technical information related to enterprise GIS. f. No Project Services. The Advantage Program is not designed for Esri to provide project-specific Professional Services such as custom application or database development for solutions or applications. Esri will not provide these types of Professional Services under the Advantage Program and does not warrant that Deliverables provided under an Advantage Program will comply with Specifications. E204 Page 12 of 36 September 16,2020 8.3 Authorized Contact Information. Customer identifies the following person as its initial Authorized Contact. to be completed by Customer.: Contact Name: Michelle Swindle Address: 275 W 13th Street City, State, I P:Fort Worth,T 76201 Email: Michelle.SwindleCa7fortworthtexas.gov Telephone: 817-392-8861 Fax: NA 8.4 Current on Maintenance. Customer must remain current on standard Software Maintenance during the Advantage Program term. 8.5 Authorization of _earning and Services Credits Use. Customer will contact its account manager or Advisor to consume Learning and Services Credits for a particular request. Esri will submit an Activity Description by email to Customer for confirmation and authorization to use Learning and Services Credits.Customer may authorize the consumption of Learning and Services Credits by submitting an email. Esri will begin work and deduct the estimated credit amount stated in the Activity Description from the unused Learning and Services Credits available. 8.6 Activity Descriptions for Esri Managed Cloud Services. The Activity Description for Esri Managed Cloud Services orders must include the following: a. The Esri Managed Cloud Services Term. The time period in which Esri provides the Esri Managed Cloud Services to Customer. The Esri Managed Cloud Services term does not begin until setup and deployment of the data and application are complete. b. Targeted System Availability. The minimum percentage of time that Customer has external access to the application and associated Customer Content through the Internet. Examples of supported levels of system availability are 95 percent, 99 percent, and 09.9 percent. Not all Esri Managed Cloud Services offerings include a Targeted System Availability. c. !Number of Anticipated Requests.A The number of requests made by an end user through a client(e.g., desktop computer, web application, mobile device)and sent to a server(s)that is set up in the Esri Managed Cloud Services Environment by Esri and performs computational tasks on behalf of the end user.An example of a common request used in a GIS is a map request. A map request is made every time a user pans,zooms, or queries a map service. d. Amount of Data Storage. The storage capacity required to retain digital data, which is to be used and consumed in Customer GIS applications or Cloud Services. e. _earning and Services Credits Consumption.The price for the Esri Managed Cloud Services in Learning and Services Credits. The Data storage location may be defined in the Activity Description. 8.7 Travel and Per Diem Expenses. Any Esri travel and per diem expenses will be quoted separately. Travel expenses will include a 15 percent burden, and per diem will be determined in accordance with the full daily limits specified on the government General Services Administration (GSA)website at https://www.gsa.gov/. Customer will use Learning and Services Credits for travel and per diem expenses. 8.8 Notification of Consumed Credits. Esri will notify Customer if the authorized Learning and Services Credits are consumed prior to completion of the requested work. Customer may elect to direct the use of additional Learning and Services Credits, if available procure additional Learning and Services Credits or notify Esri to stop work on such requested work. Esri reserves the right to stop work if Customer has consumed all its Learning and Services Credits. 8.9 Review of Proposed Activities.Any activities proposed to be completed under the Advantage Program will be subject to Esri's review and approval to ensure alignment with the intent of the program. E204 Page 13 of 36 September 16,2020 8.10 Invoicing. a. Esri shall invoice Customer as quoted for the Advantage Program subscription, additional Learning and Services Credits, or Advisor services upon receipt of Customer's order. Subsequently, Esri will invoice annually at least 30 days in advance of the Advantage Program subscription expiration date. Esri will extend the Advantage Program subscription for a subsequent annual term upon receipt of Customer's payment of the renewal invoice. Esri will invoice fees for additional Learning and Services Credits or Advisor services upon receipt of Customer's order. b. Pricing for program renewals and new or additional Services will be in accordance with Esri's standard pricing at the time of purchase or renewal. 8.11 Termination and Expiration. Upon termination or expiration of an Advantage Program subscription: a. Services will end as of the expiration or termination date stated and b. Unless either party terminates the Advantage Program subscription for cause, Customer may apply any unused Learning and Services Credits toward any Professional Services, Training, PSS, or related travel expenses that are scheduled as of the termination or expiration date, provided that the Learning and Services Credits are used within 3 months after the termination or expiration date.Any other unused Learning and Services Credits will expire 30 days after the expiration or termination date if Customer renews the Advantage Program subscription within this time period, any unused Learning and Services Credits will remain valid for up to 2 years from the purchase date or termination of this Agreement,whichever comes first. E204 Page 14 of 36 September 16,2020 ATTAC-MENT A G .OSSARY OF TERMS The following glossary of terms applies to all Esri Offerings and Services that Esri may provide to its customers. Certain Esri Offerings or Services may not be within the scope of this Agreement. Please disregard any terms that are not applicable to Esri Offerings or Services offered under this Agreement. Affiliate -means any entity that directly or indirectly(i)Controls (ii) is Controlled by or(iii)is under common Control with a party, where Control means having more than 50 percent of the voting stock or other voting interest in the Controlled entity. �APl-means application programming interface. Ie1rcGIS - ebsite-means www.arcais_com and any related or successor websites. Authorization Coders means any key, authorization number, enablement code, login credential, activation code, token, user name and password, or other mechanism required for use of Esri Offerings. Beta_means any alpha, beta, or other prerelease version of a Product. .Cloud Services means Online Services and Esri Managed Cloud Services. -Content-means data, images, photographs, animations,video, audio,text, maps, databases, data models, spreadsheets, user interfaces, graphics components, icons, software, and other resources used in connection with Esri Offerings and Services. -Control-means having more than 50 percent of the voting stock or other voting interest in the Controlled entity. _:Customer Content means any Content that Customer provides, uses, or develops in connection with Customer's use of Esri Offerings or Services, including aloe-Added Applications. Customer Content excludes any feedback, suggestions, or requests for improvements that Customer provides to Esri. Data means any commercially available digital dataset(s) including, but not limited to, geographic vector data, raster data reports, or associated tabular attributes that Esri bundles with other Esri Offerings or delivers independently. Bel iverabies-means anything that Esri delivers to Customer as a result of performance of Professional Services. Documentation-means all user reference documentation that Esri provides with a Deliverable or an Esri Offering. -Esri Managed Cloud Services -means a Customer-specific cloud infrastructure, Software, Data, and network platform that Esri hosts, manages, and makes available to Customer or Customer's end users via the Internet.. Esri Offerings-means any Product or Documentation. If Esri provides Training or Professional Services directly to Customer, then Esri Offerings also include Deliverables and Training Materials. Esri Offerings exclude Services and Third-Party Content_ :-GIS-means geographic information system. -Maintenance-means a subscription program that Esri provides and that entitles Customer to Product updates and other benefits such as access to technical support and self-paced, web-based learning resources. E204 Page 15 of 36 September 96,2020 -Malicious Code-means software viruses worms time bombs Trojan horses or any other computer code,files, denial of service, or programs designed to interrupt, destroy, or limit the functionality of any computer software, hardware, or telecommunications equipment. .Online Services. means any commercially available, Internet-based geospatial system that Esri provides, including applications and associated APIs for storing, managing, publishing, and using maps, data, and other information. Online Services exclude Data and Content. Ordering Document s -- means a sales quotation, Maintenance renewal quote, purchase order, proposal, Task Order, or other document identifying Esri Offerings, updates, or Services that Customer orders. perpetual _icense-means a license to use a version of the Esri Offering for which applicable license fees have been paid, indefinitely, unless terminated by Esri or Customer as authorized under this Agreement. Product.s.:: means Software, Data, and Online Services. Professional Services...means any development or consulting services that Esri provides to Customer- -Sam p le s-means sample code, sample applications, add-ons, or sample extensions of Products. -Service.-s-.means Maintenance. If Esri provides Esri Managed Cloud Services, Training, or Professional Services directly to Customer, then Services also include Esri Managed Cloud Services, Training, and Professional Services. Software means any proprietary commercial off-the-shelf software, excluding Data, accessed or downloaded from an Esri-authorized website or that Esri delivers on any media in any format including backups, updates, service packs, patches, hot fixes, or permitted merged copies- .Specification.-s---rneans (i)the Documentation for Software and Online Services, (ii)the scope of work set forth in any Task Order, or(iii) Esri's published course descriptions for Training. .Task Orders ._:means an Ordering Document for Services. Term . icense.. means a license for use of an Esri Offering for a limited time period ( Term }_ -Third-Party Content-means any Content that Customer may obtain from a third-party website or that persons other than Esri employees, suppliers, or contractors may directly contribute to Esh's website. -Training_means (i) Product training or(ii) related training that Esri provides under this Agreement. -Training Materials_means digital or printed Content required to complete Training,which may include, but is not limited to, workbooks, data, concepts, exercises, assessments, and exams. -alue-Added Applications-means an application developed by Customer for use in conjunction with the authorized use of any Software, Data, or Online Services. E204 Page 16 of 36 September 16,2020 ATTAC-MENT B GENERA..TERMS AND CONDITIONS The following general terms and conditions apply to all Esri Offerings and Services that Esri may offer to its customers. Certain Esri Offerings or Services may not be available under this Agreement. Please disregard any terms that are not applicable to Esri Offerings or Services offered under this Agreement. ARTIC-E B.1 - GENERA USE RESTRICTIONS Except as expressly permitted in this Agreement, Customer will not a. Sell, rent, lease, sublicense, distribute, lend, time-share, or assign Services or Esri Offerings b. Distribute or provide direct access to Services or Esri Offerings to third parties, in whole or in part, including, but not limited to, extensions, components, or DLLs c. Distribute Authorization Codes to third parties d. Reverse engineer, decompile, or disassemble any Product or Deliverable delivered in compiled form e. Make any attempt to circumvent the technological measure(s)that controls access to or use of Esri Offerings f. Store, cache, use, upload, distribute, or sublicense Content or otherwise use Esri Offerings in violation of Esri's or a third-party`s rights, including intellectual property rights, privacy rights, nondiscrimination laws, export laws, or any other applicable law or regulation g. Remove or obscure any Esri or its licensors' patent, copyright, trademark, proprietary rights notices, or legends contained in or affixed to any Esri Offerings, output, metadata file, or online or hard-copy attribution page of any Data or Documentation h. Unbundle or independently use individual or component parts of Esri Offerings i. Incorporate any portion of Esri Offerings into a product or service for third-party use that competes with the Esri Offerings j. Publish or in any other way communicate the results of benchmark tests run on Beta Products without the prior written permission of Esri and its licensors or k. Use, incorporate, modify, distribute, provide access to, or combine any Esri Offerings in a manner that would subject any Esri Offering to open-source or open-database license terms(e.g. GPL)that require any part of the Esri Offering to be subject to additional terms, for example 1. Disclosed in source code form to third parties 2. Licensed to third parties for the purpose of making derivative works or 3. Redistributable to third parties at no charge or I. Generate revenue by providing access to Software or Online Services through a aiue-Added Application. These restrictions will not apply to the extent that they conflict with applicable law or regulation. ARTIC _E B.2. TERM AND TERMINATION B.2.1 Customer may terminate this Agreement or any Esri Offerings license or subscription at any time upon written notice to Esri. Termination without cause does not entitle Customer to receive any refund of fees paid.Any right to terminate pending Services engagements for convenience is set forth in the applicable section in the body of this Agreement. Either party may terminate this Agreement or any license or subscription for a material breach that is not cured within 30 days of written notice to the breaching party. Upon any termination of this Agreement for breach, Esri will stop providing Services. Any licenses in Esri Offerings that survive termination of this Agreement continue under the terms of this Agreement. B.2.2 If Esri terminates this Agreement following Customer's breach,then Esri may also, at its election, terminate Customer's licenses or subscriptions to Esri Offerings. If Customer terminates this Agreement for cause or convenience, then Customer may, at its election, also terminate Customer's licenses or subscriptions to Esri Offerings. E204 Page 17 of 36 September 16,2020 B.2.3 Upon any termination or expiration of a license or subscription, Customer will a. Stop accessing and using the terminated or expired Esri Offerings b. Clear any client-side data cache derived from the terminated or expired Cloud Services and c. Stop using and uninstall, remove, and destroy all copies of the terminated or expired Esri Offerings in Customer's possession or control, including any modified or merged portions thereof, in any form, and execute and deliver evidence of such actions to Esri or its authorized distributor. Esri may stop performing Services immediately upon written notice to Customer if a bankruptcy or insolvency proceeding is commenced by or against Customer until the trustee cures any existing defaults and provides adequate assurance of future performance under this Agreement. This Agreement terminates upon the insolvency, liquidation, or dissolution of either party. ARTIC E 13.3 (MITE❑ ARRANTIES AND DISC AIMERS B.3.1 imited arranties. Except as disclaimed below, Esri warrants to Customer that (i) Products and Training will substantially comply with the applicable Specifications and (ii) Services will substantially conform to the professional and technical standards of the industry. The warranty period for Esri Offerings offered under a Perpetual License and for Services runs for 90 days from the date of delivery or from the date of acceptance if this Agreement provides an acceptance period. The warranty period for Esri Offerings offered under a subscription or Term License basis runs for the lesser of(i)the duration of the subscription or term or(ii) 90 days from delivery or acceptance if this Agreement provides an acceptance period. B.3.2 Special Disclaimer. Third-Party Content Data Samples hot fixes patches updates-Online Services provided at no charge and trial, evaluation, and Beta Products are delivered as is-and without warranty of any kind, B.3.3 General Disclaimer. Except for the express limited warranties set forth in this Agreement, Esri disclaims all other warranties or conditions of any kind, whether express or implied, including, but not limited to, warranties or conditions of merchantability, fitness for a particular purpose, and noninfringement of intellectual property rights. Esri is not responsible for any nonconformities with Specifications or loss, deletion, modification, or disclosure of Customer Content caused by Customers modification of any Esri Offering other than as specified in the Documentation. Esri does not warrant that Esri Offerings, or Customer s operation of the same, will be uninterrupted, error free,fault tolerant, or fail- safe or that all non conformities can or will be corrected. Esri Offerings are not designed, manufactured, or intended for use in environments or applications that may lead to death, personal injury, or physical property or environmental damage. Customer should not follow any navigational route suggestions that appear to be hazardous, unsafe, or illegal. Any such uses will be at Customer s own risk and cost. B.3.4 Disclaimers. a. Internet Disclaimer. Neither party will be liable for damages under any theory of law related to the performance or discontinuance of operation of the Internet or to regulation of the Internet that might restrict or prohibit the operation of Cloud Services. b. Third-Party ebsites-Third-Pa rty Content. Esri is not responsible for any third-party website or Third- Party Content that appears in or is referenced by Esri Offerings or Esri websites, including www.esri.com and www.arcgis.com. Providing links to third-party websites and resources does not imply an endorsement, affiliation, or sponsorship of any kind. B.3.5 Exclusive Remedy. Customer's exclusive remedy and Esn's entire liability for breach of the limited warranties in this section will be to replace any defective media and to (i) repair, correct, or provide a workaround for the applicable Esri Offering or Services or (ii) at Esn's election, terminate Customer's right to use and refund the fees paid for Esri Offerings or Services that do not meet Esn's limited warranties. E204 Page 18 of 36 September 16,2020 ARTIC-E B.4- -IMITATION OF -IABI-ITY 13.4.1 Disclaimer of .liability. Neither Customer, Esri, nor any Esri distributor or third party licensor will be liable for any indirect, special, incidental, or consequential damages-.lost profits-lost sales-loss of goodwill costs of procurement of substitute goods or services or damages exceeding the applicable license fees, or current subscription fees, or Services fees paid or owed to Esri for the Esri Offerings or Services giving rise to the cause of action. B.4.2 The limitations and exclusions of liability in the preceding paragraph d❑ not apply to Customer's infringement, misuse, or misappropriation of Esri's or Esri's licensors' intellectual property rights, either party's indemnification obligations, gross negligence, willful misconduct, or violations of the Export Compliance clause of this Agreement or any applicable law or regulation. B.4.3 Applicability of Disclaimers and _imitations. Esri or its authorized distributor has set its fees and entered into this Agreement in reliance on the disclaimers and limitations in this Agreement the fees reflect an allocation of risk that is an essential basis of the bargain between the parties. These limitations will apply whether or not a party is aware of the possibility of any damage and notwithstanding any failure of essential purpose of any exclusive, limited remedy. B.4.4 The foregoing disclaimers, limitations, and exclusions may be invalid in some jurisdictions and apply only to the extent permitted by applicable law or regulation in Customer's jurisdiction. Customer may have additional rights that may not be waived or disclaimed. Esri does not seek to limit Customer's warranty or remedies to any extent not permitted by law. ARTIC E B.S.. INDEMNIFICATIONS B.5.1 Definitions. The following definitions supplement the definitions provided in Attachment A: a. _Claim means any claim, action, or demand by a third party. b. Jndemnitees-means Customer and its directors, officers, and employees. c. -Infringement Claim s means any Claim alleging that Customer's use of or access to any Esri Offering or Service infringes a patent, copyright, trademark, or trade secret. d. %oss es-means expenditure, damage award, settlement amount, cost, or expense, including awarded attorneys'fees. B.5.2 Infringement Indemnity. a. Esri will defend, hold all Indemnitees harmless from, and indemnify any Loss arising out of an Infringement Claim. b. If Esri determines that an Infringement Claim is valid, Esri may, at its expense, either(i)obtain rights for Customer to continue using the Esri Offerings or Services or(ii) modify the Esri Offerings or Services while maintaining substantially similar functionality. If neither alternative is commercially reasonable, Esri may terminate Customer's right to use the Esri Offerings or Services and will refund any(a) license fees that Customer paid for the infringing Esri Offerings or Services acquired under a Perpetual License, prorated on a 5-year, straight-line depreciation basis beginning from the initial date of delivery or(b) unused portion of fees paid for Term Licenses, Subscriptions, and Maintenance. c. Esri has no obligation to defend an Infringement Claim or to indemnify Customer to the extent the Infringement Claim arises out of(i)the combination or integration of Esri Offerings or Services with a product, process, system, or element that Esri has not supplied or specified in the Specification (ii)alteration of Esri Offerings or Services by anyone other than Esri or its subcontractors (iii)compliance with Customer's specifications or(iv) use of Esri Offerings or Services after Esri either provides a modified version to avoid infringement or terminates Customer's right to use the Esri Offerings or Services. B.5.3 General Indemnity. Esri will defend and hold all Indemnitees harmless from, and indemnify any Loss arising out of, any Claim for bodily injury, death, or tangible or real property damage brought against any of the Indemnitees to the extent arising from any negligent act or omission or willful misconduct by Esri or its directors, officers, employees, or agents performing Services while on Customer's site E204 Page 19 of 36 September 16,2020 8.5.4 Conditions for Indemnification.As conditions for indemnification, Indemnitee will (i)promptly notify Esri in writing of the Claim, (ii) provide all available documents describing the Claim, (iii) give Esri sole control of the defense of any action and negotiation related to the defense or settlement of any Infringement Claim, and (iv)reasonably cooperate in the defense of the Infringement Claim at Esri's request and expense. 8.5.5 This section sets forth the entire obligation of Esri, its authorized distributor, and its third party licensors regarding any Claim for which Esri must indemnify Customer. ARTIC-E B.6- INSURANCE If Esri is providing Services, Esri will carry, at a minimum, the following coverage: a. Comprehensive general liability or commercial general liability with a minimum coverage of 1,000,000.00 (US dollars)combined single limit per occurrence for bodily injury, including death, and property damage liability to include the following: 1. Premises and operations 2. Blanket contractual liability 1 Broad form property damage 4. Independent contractors 5. Personal injury, with employee exclusion deleted and 6. Completed operations. b. Workers'compensation insurance, with waiver of subrogation, in an amount that complies with statutory limits. ARTIC-E B.7 SECURITY AND COMP IANCE 13.7.1 Security. Esri publishes its security capabilities at httr)s://trust.arcgis.com. Customer may give Esri personnel access to Customer systems or to Customer or third-party personal information, controlled information, or sensitive data if access is essential for Esri's performance of Services and if Esri expressly agrees to such access. Esri will use reasonable administrative, technical, and physical safeguards to protect such data and guard against unauthorized access. Customer bears responsibility to (i)confirm that Esri's published security and privacy controls meet all applicable legal requirements for protection of Customer Content and (ii)upload or share Customer Content through Cloud Services only when it is legal to do so. Esri is not responsible to review Customer Content to ensure compliance with applicable laws and regulations. Customer must contact Esri at securesupport(c-esri.com for further instruction before providing any Customer Content that requires security measures other than Esri's published security capabilities. 13.7.2 Malicious Code. Esri will use commercially reasonable efforts to ensure that Esri Offerings will not transmit any Malicious Code to Customer. Esri is not responsible for Malicious Code that Customer introduces to Esri Offerings or that is introduced through Third-Party Content. B.7.3 Export Compliance. Each party will comply with all applicable export laws and regulations, including the US Department of Commerce's Export Administration Regulations(EAR), the US Department of State's International Traffic in Arms Regulations(ITAR), and other applicable export laws. Customer will not export, reexport, transfer, release, or otherwise dispose of, in whole or in part, or permit access to or transfer or use of Services or Esri Offerings to any United States embargoed countries or denied entities or persons except in accordance with all then-current applicable US government export laws and regulations. Customer will not export, reexport, transfer, or use Services or Esri Offerings for certain missile, nuclear, chemical, or biological activities or end uses without proper authorization from the US government. Customer shall immediately notify Esri in writing if any US government entity or agency denies, suspends, or revokes Customer's export privileges. Customer will not upload, store, or process in Cloud Services any Customer Content that(i) has an Export Control Classification Number(ECCN)other than EAR99 or(ii) is controlled for export from the United States under ITAR. Customer will notify Esri in advance if Esri's performance of any Services or provision of any Esri Offerings is related to any defense article, defense service, or technical data, as defined under the ITAR Sections 120.6, 120.9, and 120.10, respectively. Esri will not perform any such Services or provide any such Esri Offerings until Esri obtains any E204 Page 20 of 36 September 16,2020 necessary export license from the US government. Customer will reasonably assist Esri in applying for and obtaining an export license if needed. 8.7.4 Privacy. Esri will process personal data according to the terms of the Data Processing Addendum available at https:lJwww.esri.com/en-us/privacy/overview. ARTIC E B.8 C- QUO SER ICES B.8.1 Prohibited Uses. Customer shall not provide Customer Content or otherwise access or use Cloud Services in a manner that a. Creates or transmits seam, spoofings, or phishing email or offensive or defamatory material or stalks or makes threats of physical harm b. Stores or transmits any Malicious Code C. iolates any law or regulation d. Infringes or misappropriates the rights of any third party e. Probes, scans, or tests the vulnerability of Cloud Services or breach any security or authentication measures used by Cloud Services without written approval from Esri's product security officer or f_ Benchmarks the availability, performance, or functionality of Cloud Services for competitive purposes. 13.8.2 Service Interruption. System failures or other events beyond Esri's reasonable control may interrupt Customer's access to Cloud Services. Esri may not be able to provide advance notice of such interruptions. B.8.3 Customer Content. a. Customer grants Esri and its subcontractors a nonexclusive, nontransferable, worldwide right to host, run, modify, and reproduce Customer Content as needed to provide Cloud Services to Customer. Esri will not access, use, or disclose Customer Content without Customer's written permission except as reasonably necessary to support Customer's use of Cloud Services. Except for the limited rights granted to Esri under this Agreement, Customer retains all its rights, title, and interest in the Customer Content. b. If Customer accesses Cloud Services with an application provided by a third party, Esri may disclose Customer Content to such third party as necessary to enable interoperation between the application, Cloud Services, and Customer Content. c. Esri may disclose Customer Content if required to do s❑ by law or regulation or by order of a court or other government body, in which case Esri will reasonably attempt to limit the scope of disclosure. d. When Customer's use of Cloud Services ends, Esri will either 1. Make Customer Content available to Customer for download for a period of 30 days unless Customer requests a shorter window of availability or Esri is legally prohibited from doing so or 2. Download all Customer Content in Esri's possession to a medium of Customer's choosing and deliver such Customer Content to Customer. Esri will have no further obligations to store or return Customer Content at the conclusion of the Cloud Services. 13.8.4 Removal of Customer Content. Esri may remove or delete Customer Content if there is reason to believe that uploading Customer Content to or using it with Cloud Services materially violates this Agreement. If reasonable under these circumstances, Esri will notify Customer before removing Customer Content. Esri will respond to any Digital Millennium Copyright Act takedown notices in accordance with Esr's copyright policy, available at www.esri.com/legal/dmca policy. 13.8.5 Service Suspension. Esri may suspend access to Cloud Services (i) if Customer materially breaches this Agreement and fails to timely cure the breach (ii) if Esri reasonably believes that Customer's use of Cloud Services will subject Esri to immediate liability or adversely affect the integrity,functionality, or usability of the Cloud Services (iii)for scheduled maintenance (iv)to enjoin a threat or attack on Cloud Services or(v) if Cloud Services become prohibited by law or regulated to a degree that continuing to provide them would impose a E204 Page 21 of 36 September 16,2020 commercial hardship.When feasible, Esri will notify Customer of any Cloud Services suspension beforehand and give Customer reasonable opportunity to take remedial action. Esri is not responsible for any damages, liabilities, or losses that may result from any interruption or suspension of Claud Services or removal of Customer Content as described above. B.B.f Notice to Esri. Customer will promptly notify Esri if Customer becomes aware of any unauthorized use of Customer's subscription or any other breach of security regarding Cloud Services. ARTIC-.E B.9- GENERA- PRO-.IS ION S B.9.1 Payment. Customer will pay each correct invoice no later than 30 days after receipt and will remit payment to the address stated on the invoice. Customers outside the United States will pay the distributor's invoices in accordance with the distributor's payment terms. B.9.2 Feedback. Esri may freely use any feedback, suggestions, or requests for Product improvement that Customer provides to Esri. B.9.3 Patents. Customer may not seek, and may not permit any other user to seek, a patent or similar right worldwide that is based on or incorporates any Products. This express prohibition on patenting will not apply to Customer's software and technology except to the extent that Products, or any portion thereof, are part of any claim or preferred embodiment in a patent application or a similar application. B.9.4 Restrictions on Solicitation. Neither party will solicit for hire any employee of the other party who is associated with the performance of Services during the performance of the Services and for a period of 1 year thereafter. This does not restrict either party from publicly advertising positions for hire in newspapers, professional magazines, or Internet postings_ B.9.5 Taxes and Fees-Shipping Charges. Pricing of Esri Offerings and Services that Esri quotes to Customer is exclusive of any and all applicable taxes or fees including, but not limited to, sales tax, use tax, or value-added tax ( AT) customs, duties, or tariffs shipping and handling charges and vendor enrollment fees. Esri will add any fees that it is required to pay to the total amount of its invoice to Customer. Esri may include estimated taxes and shipping and handling charges in its quotations but may adjust these fees on invoicing. For Customers outside the United States, the distributor may quote taxes or fees in accordance with its own policies. B.9.6 Compliance Review.Customer will keep accurate and complete records and accounts pertaining to its compliance with its obligations under this Agreement. Esri or its authorized distributor may conduct a compliance review of these records and accounts with no less than 14 business days'written notice or may appoint an independent third party to conduct such a compliance review on its behalf. Customer will promptly correct any noncompliance identified during the compliance review. Neither Esri nor Esri's distributor may conduct a compliance review of Customer within 12 months after the conclusion of any prior camp€iance review that does not reveal any material Customer noncompliance. B.9.7 No Implied - aivers.The failure of either party to enforce any provision of this Agreement is not a waiver of the provisions or of the right of such party thereafter to enforce that or any other provision. B.9.8 Severability. If any provision of this Agreement is held to be unenforceable for any reason, (i) such provision will be reformed only to the extent necessary to make the intent of the language enforceable, and (ii)all other provisions of this Agreement will remain in effect. B.9.9 Successor and Assigns. Customer will not assign, sublicense, or transfer Customer's rights or delegate Customer's obligations under this Agreement without Esri's and its authorized distributor's prior written consent, and any attempt to do so without consent will be void. This Agreement will be binding on the respective successors and assigns of the parties to this Agreement. Notwithstanding, a contractor under contract to the government to deliver Products may assign this Agreement and Products acquired for delivery to its government customer upon written notice to Esri, provided the government customer assents to the terms of this Agreement. E204 Page 22 of 36 September 16,2020 Upon mutual agreement, Esri's Affiliates may provide Services under the terms of this Agreement in such cases, the Ordering Documents will identify the Affiliate as the party that provides the Services_ Esri's distributors are not Affiliates of Esri. B.9.10 Survival of Terms. The Glossary of Terms and provisions of the following Articles of these General Terms and Conditions will survive the expiration or termination of this Agreement: Limited Warranties and Disclaimers, Limitation of Liability, Indemnifications, and General Provisions. - B.9.11 US Government Customer.The Products are commercial items, developed at private expense, provided to Customer under this Agreement. If Customer is a US government entity or US government contractor, Esri licenses or provides subscriptions to Customer in accordance with this Agreement under FAR Subparts 12.211/12.212 or DFARS Subpart 227.7202. Esri Data and Online Services are licensed or subscribed under the same DFARS Subpart 227.7202 policy as commercial computer software for acquisitions made under DFARS. Products are subject to restrictions, and this Agreement strictly governs Customer's use, modification, performance, reproduction, release, display, or disclosure of Products.Agreement provisions that are inconsistent with federal law regulation will not apply. A US government Customer may transfer Software to any of its facilities to which it transfers the computer(s)on which it has installed such Software. If any court, arbitrator, or board holds that a US government Customer has greater rights to any portion of Products under applicable public procurement law, such rights will extend only to the portions affected. ArcGIS Online has been granted FedRAMP tailored low authorization but does not meet higher security requirements including those found in DFARS 252.239-701 O. B.9.12 Governing aw. This Agreement is not subject to the United Nations Convention on Contracts for the International Sale of Goods. a. Government Entities. If Customer is a government entity, the applicable laws of Customer's jurisdiction govern this Agreement. b. Nongovernment Entities. US federal law and the law of the State of California exclusively govern this Agreement, excluding their respective choice of law principles. B.9.13 Dispute Resolution. The parties will use the following dispute resolution processes_ a. Equitable Relief. Either party will have the right to seek an injunction, specific performance, or other equitable relief in any court of competent jurisdiction without the requirement of posting a bond or proving injury as a condition for relief- b. US Government Agencies. This Agreement is subject to the Contract Disputes Act of 1978, as amended (41 USC 601 ­513). c. Other Government Entities. Esri will comply with mandatory dispute resolutions under applicable law. d. Arbitration. Except as noted above, the parties will submit to binding arbitration to resolve any dispute arising out of or relating to this Agreement that cannot be settled through negotiation. If Customer is in the United States or one of its territories or outlying areas, the Commercial Arbitration Rules of the American Arbitration Association will govern the arbitration proceedings. If Customer is outside the United States, the Rules of Arbitration of the International Chamber of Commerce will govern the proceedings. The parties will select a single arbitrator in accordance with the applicable arbitration rules. The language of the arbitration will be English. Arbitration will be at an agreed-upon location. Either party will, at the request of the other, make available documents or witnesses relevant to the major aspects of the dispute. B.9.14 Force Majeure. A party will not be liable for any failure of or delay in the performance of this Agreement for the period that such failure or delay is due to causes beyond the party's reasonable control. Such causes may include, but are not limited to, acts of God, war, strikes, labor disputes, cyber attacks, laws, regulations, government orders, or any other force majeure event. B.9.15 Independent Contractor. Esri is and at all times will be an independent contractor. Nothing in this Agreement creates an employerlemployee, principal/agent, orjoint venture relationship between Esri or its authorized distributor and Customer. No party has any authority to enter into contracts on behalf of another party or otherwise act on behalf of another party. E204 Page 23 of 36 September 16,2020 B.9.16 Notice. Customer may send notices required under this Agreement to Esri at the following address: Environmental Systems Research Institute, Inc. Attn.: Contracts and Legal Department 380 New York Street Redlands, CA 92373-8100 USA Tel.: 909-793-2853 Email: Lega1No1icesCo7esri.com E204 Page 24 of 36 September 16,2020 ATTAC-MENT C SAMP .E TAS. ORDER Esri Agreement No. Task Order No. In accordance with the terms and conditions of the above-referenced Agreement between Environmental Systems Research Institute, Inc. ( Esri ), and ( Customer ), ( Customer Address ), this Task Order authorizes preparation and provision of the Deliverables described and in accordance with the terms, schedule, and start/end date(s) specified below. 1. Scope of Work: [As applicable, specifically identify and describe Deliverables including custom code, map data, technical data (including technical assistance), and the resources to be provided,by Customer(including Customer-supplied personnel, software, hardware, and digital or hard-copy data) and place of delivery and location where technical assistance will be provided.] In addition to the foregoing, Customer agrees that its employees, representatives, and subcontractors will cooperate and communicate with Esri during performance of this Task Order.Without cost to Esri, Customer shall provide, allow access to, or assist Esri in obtaining all data Esri requests for performance of this Task Order, including, but not limited to, (1)copies of previously prepared reports, maps, plans, surveys, records, and other documents in the control or possession of Customer and (2)copies of ordinances, codes, regulations, or other governmental documents. 2. Contract Type: [Firm Fixed Price (FFP) or Time and Materials(T&M)]: 1 Total Task Order slue (if FFP)or Not-to-Exceed .slue(if T M): 4. Customer Address for the Receipt of Esri Invoices: 5. Delivery Schedule or Start/End Date(s)for Each Deliverable: 6. Special Considerations: 7. Esri Project Manager: [insert name, telephone, fax, and email address] Esri Senior Contract Administrator: [insert name, telephone, fax, and email address] Customer Project Manager: [insert name, telephone, fax, and email address] Customer Senior Contract Administrator: [insert name, telephone, fax, and email address] Customer Accounts Payable Contact: (insert name, telephone, fax, and email address] ACCEPTED AND AGREED: EN IRONMENTAL SYSTEMS [sample only do not sianl RESEARC INSTITUTE, INC. (Customer) (Esri) Signature: fsample only—do not sign] Signature: (sample only—dc not sign] Printed Name: Printed Name: Title: Title: Date: Date: E204 Page 25 of 36 September 16,2020 ATTAC MENT D TIME AND MATERIA S RATE SC❑EDfJ❑E E204 Page 26 of 36 September 16,2020 n ® Inc 38 38Q New York 5t Redlands CA 92373-8118 Subject: Renewal Quotation Date: 06/03/2021 To: AnaBelle Dunn Organization: City of Fort Worth Information Technology Solutions Dept Fax#: 817-392-2404 Phone#: 817-392-8861 From: Barbara Walker Fax#. 909-307-3083 Phone#: 909-793-2853 Ext. 3936 Ernail: BWALKER@ESRI.COM Number of pages transmitted Quotation #26022311 (including this cover sheet): 8 Document Date: 06/03/2021 Please find the attached quotation for your forthcoming term. Keeping your term current may entitle you to exclusive benefits, and if you choose to discontinue your coverage, you will become ineligible for these valuable benefits and services. If your quote is regarding software maintenance renewal, visit the following website for details regarding the maintenance program benefits at your licensing level http://www. esri.com/apps/products/maintenance/qualifying.cfm All maintenance fees from the date of discontinuation will be due and payable if you decide to reactivate your coverage at a later date. Please note: Certain programs and license types may have varying benefits. Complimentary User Conference registrations, software support, and software and data updates are not included in all programs. Customers w ho have multiple copies of certain Esri licenses may have the option of supporting some of their licenses with secondary maintenance. For information about the terms of use for Esri products as well as purchase order terms and conditions, please visit http://www. esri.com/legal/licensing/software-license.html If you have any questions or need additional information, please contact Customer Service at 888-377-4575 option 5. Redlands, s�I New York St Redlands,CA 92373-8918 Q1.l8tatID11 Phone: 909-793-28533936 Fax#: 909-307-3083 Date: 06/03/2021 Quotation Number: 26022311 Send Purchase Orders To: Environmental Systems Research Institute, Inc. 380 New York Street Redlands, CA 92373-8100 Attn: Barbara Walker City of Fort Worth Please include the following remittance address Information Technology Solutions De on your Purchase Order: GTS Div Environmental Systems Research Institute, Inc. 200 Texas St P.O. Box 741076 Fort Worth TX 7 6102-6314 Los Angeles, CA 90074-1076 Attn: AnaBelle Dunn Customer Number: 106671 For questions regarding this document, please contact Customer Service at 888-377-4575. Item Qty Material# Unit Price Extended Price 10 3 52384 3,000.00 9,000.00 ArcGIS Desktop Advanced Concurrent Use Primary Maintenance Start Date: 10/01/2021 End Date: 09/30/2022 1010 20 52385 1,200.00 24,000,00 ArcGIS Desktop Advanced Concurrent Use Secondary Maintenance Start Date: 10/01/2021 End Date: 09/30/2022 2010 3 86497 1,500.00 4,500.00 ArcGIS Desktop Standard Concurrent Use Primary Maintenance Start Date: 10/01/2021 End Date: 09/30/2022 3010 19 86500 1,200.00 22,800.00 ArcGIS Desktop Standard Concurrent Use Secondary Maintenance Start Date: 10/01/2021 End Date: 09/30/2022 4010 5 87194 700.00 3,500.00 Quotation is valid for 90 days from document date. Any estimated sales andlor use tax has been calculated as of the date of this quotation and is merely provided as a convenience for your organization's budgetary purposes. Esri reserves the right to adjust and collect sales and/or use tax at the actual date of invoicing. If your organization is tax exempt or pays state taxes directly,then prior to invoicing,your organization must provide Esh with a copy of a current tax exemption certificate issued by your state's taxing authority for the given jurisdiction. Esri may charge a fee to cover expenses related to any customer requirement to use a proprietary vendor management, procurement,or invoice program. Issued By; Barbara Walker Ext: 393E iWALKERBI To expedite your order,please reference your customer number and this quotation number on your purchase order, 380 New York St esn®Redlands,CA 92373-8118 Quotation Phone: 909-793-28533936 Rage 2 Fax#. 909-307-3083 Date: 06/03/2021 Quotation Number: 26022311 Item Qty Material# Unit Price Extended Price ArcGIS Desktop Basic Concurrent Use Primary Maintenance Start Date: 10/01/2021 End Date: 09/30/2022 5010 43 87195 500,00 21,500.00 ArcGIS Desktop Basic Concurrent Use Secondary Maintenance Start Date: 10/01/2021 End Date: 09/30/2022 6010 1 87232 500.00 500.00 ArcGIS Spatial Analyst for Desktop Concurrent Use Primary Maintenance Start Date: 10/01/2021 End Date: 09/30/2022 7010 7 87233 200.00 1,400,00 ArcGIS Spatial Analyst for Desktop Concurrent Use Secondary Maintenance Start Date: 10/01/2021 End Date: 09/30/2022 8010 1 87198 500.00 500.00 ArcGIS 3D Analyst for Desktop Concurrent Use Primary Maintenance Start Date: 10/01/2021 End Date: 09/30/2022 9010 3 87199 200.00 600.00 ArcGIS 3D Analyst for Desktop Concurrent Use Secondary Maintenance Start Date: 10/01/2021 End Date: 09/30/2022 10010 1 87236 500.00 500.00 ArcGIS Geostatisticai Analyst for Desktop Concurrent Use Primary Maintenance Start Date: 10/01/2021 End Date: 09/30/2022 11010 1 98696 500.00 500.00 ArcGIS Publisher for Desktop Concurrent Use Primary Maintenance Start Date: 10/01/2021 End Date: 09/30/2022 12010 1 98697 200.00 200.00 ArcGIS Publisher for Desktop Concurrent Use Secondary Maintenance Start Date: 10/01/2021 End Date: 09/30/2022 13010 1 92774 500.00 500.00 {WALKERBI 380 New York St esn®Redlands,CA 92373-8118 Quotation Phone: 909-793-28533936 Rage 3 Fax#. 909-307-3083 Date: 06/03/2021 Quotation Number: 26022311 Item Qty Material# Unit Price Extended Price ArcGIS Tracking Analyst for Desktop Concurrent Use Primary Maintenance Start Date: 10/01/2021 End Date: 09/30/2022 14010 1 87192 400,00 400.00 ArcGIS Desktop Basic Single Use Primary Maintenance Start Date: 10/01/2021 End Date: 09/30/2022 15010 1 93094 1,000.00 1,000.00 ArcGIS Desktop Basic w it Extensions Single Use Primary Maintenance Start Date: 10/01/2021 End Date: 09/30/2022 16010 11 87193 300.00 3,300,00 ArcGIS Desktop Basic Single Use Secondary Maintenance Start Date: 10/01/2021 End Date: 09/30/2022 17010 1 93095 900.00 900,00 ArcGIS Desktop Basic with Extensions Single Use Secondary Maintenance Start Date: 10/01/2021 End Date: 09/30/2022 18010 1 97444 100.00 100.00 ArcGIS Engine Single Use without Extension Maintenance Start Date: 10/01/2021 End Date: 09/30/2022 19010 1 97445 400.00 400.00 ArcGIS Engine Single Use w it Extension Maintenance Start Date: 10/01/2021 End Date: 09/30/2022 20010 1 98134 500,00 500.00 ArcGIS Data Interoperability for Desktop Concurrent Use Primary Maintenance Start Date: 10/01/2021 End Date: 09/30/2022 21010 1 98135 200.00 200.00 ArcGIS Data Interoperability for Desktop Concurrent Use Secondary Maintenance Start Date: 10/01/2021 End Date: 09/30/2022 22010 1 118242 500.00 500.00 {WALKERBI 380 New York St esn®Redlands,CA 92373-8118 Quotation Phone: 909-793-28533936 Page 4 Fax#: 909-307-3083 Date: 06/03/2021 Quotation Number: 26022311 Item Qty Material# Unit Price Extended Price ArcGIS Data Reviewer for Desktop Concurrent Use Primary Maintenance Start Date: 10/01/2021 End Date: 09/30/2022 23010 4 118243 200,00 800.00 ArcGIS Data Reviewer for Desktop Concurrent Use Secondary Maintenance Start Date: 10/01/2021 End Date: 09/30/2022 24010 1 100571 500.00 500.00 ArcGIS Network Analyst for Desktop Concurrent Use Primary Maintenance Start Date: 10/01/2021 End Date: 09/30/2022 25010 1 100572 200.00 200,00 ArcGIS Network Analyst for Desktop Concurrent Use Secondary Maintenance Start Date: 10/01/2021 End Date: 09/30/2022 26010 1 96880 500.00 500.00 ArcGiS Workflow Manager for Desktop Concurrent Use Primary Maintenance Start Date: 10/01/2021 End Date: 09/30/2022 27010 4 93984 200.00 800.00 ArcGIS Workflow Manager far Desktop Concurrent Use Secondary Maintenance Start Date: 10101i2021 End Date: 09/30/2022 28010 2 121805 2,500.00 5,000.00 ArcGIS Production Mapping for Desktop Concurrent Use Maintenance Start Date: 10/01/2021 End Date: 09/30/2022 29010 5 157007 100.00 500.00 ArcGIS Community Analyst Web App Online Term License Start Date: 10101/2021 End Date: 09/30/2022 30010 5 157023 1,800.00 9,000,00 ArcGIS Developer Professional Annual Subscription Start Date: 10/01/2021 End Date: 09/30/2022 {WALKERBI 380 New York St esn®Redlands,CA 92373-8118 Quotation Phone: 909-793-28533936 Rage 5 Fax#: 909-307-3083 Date: 06/03/2021 Quotation Number: 26022311 Item Qty Material# Unit Price Extended Price 31010 3 161326 10,000,00 30,000.00 ArcGIS Enterprise Advanced Up to Four Cores Maintenance Start Date: 10/01/2021 End Date: 09/30/2022 32010 2 161328 5,000.00 10,000.00 ArcGIS Enterprise Standard Up to Four Cores Maintenance Start Date: 10/01/2021 End Date: 09/30/2022 33010 1 161 337 5,000.00 5,000.00 ArcGIS GeoEvent Server Up to Four Cores Maintenance Start Date: 10/01/2021 End Date: 09/30/2022 34010 1 161339 5,000.00 5,000.00 ArcGIS Image Server Up to Four Cores Maintenance Start Date: 10/01/2021 End Date: 09/30/2022 35010 4 161389 1,250.00 5,000.00 ArcGIS GIS Server Standard Additional Cores Maintenance Start Date: 10/01/2021 End Date: 09/30/2022 Item Subtotal 169,600.00 Estimated Tax 0,00 Total USD 169,600.00 DUNSICEC: 06-313-4175 CAGE: 0AMS3 [WALKERB[ 380 New York St esn®Redlands,CA 92373-8118 Quotation Phone: 909-793-28533936 Page 6 Fax#. 909-307-3083 Date: 06/03/2021 Quotation Number: 26022311 Item Qty Material# Unit Price Extended Price Renewal Options: • Online: Renew through My Esri site at https:llmy.esri.com • Credit Card • Purchase Order • Email Authorization • Email or Fax: Email Authorization, Purchase Order or signed quote to: • Fax: 909-307-3083 • Email: service@esri.com Requests via email or signed quote indicate that you are authorized to obligate funds for your organization and your organization does not require a purchase order. If there are any changes required t❑ your quotation please respond to this email and indicate any changes in your invoice authorization_ If you choose to discontinue your support, you w ill become ineligible for support benefits and services. All maintenance fees from the date of discontinuation w ill be due and payable if you decide to reactivate your support coverage at a later date_ 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 http:Ilassets.esri.com/content/dam/esrisites/media/legal/ prod uct-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 http:!lassets.esri.com/content/dam/esrisites/media/legal/ma-full/ma-full .pdf apply to your purchase of that item. Federal government entities and government prime contractors authorized under FAR 5 1.1 may purchase under the terms of Esri's GSA Federal Supply Schedule. Supplemental terms and conditions found at http:l/www.esri.com/en-us/legal/terms/state-supplemental apply to some 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/Iicense. The information may not be given to outside parties or used for any other purpose without consent from Esri. Delivery is FOB Origin. In order to expedite processing, please reference the quotation number and anylalI applicable Esri contract numbers)(e.g. MPA, ELA, Smart Buy GSA, BPA)on your ordering document. IWALKERBI 380 New York St n®Redlands,CA 92373-8118 Quotation Phone: 909-793-28533936 Page 7 Fax#: 909-307-3083 Date: 06/03/2021 Quotation No: 26022311 Customer No: 106671 Item Qty Material# Unit Price Extended Price US FEDERAL CUSTOMERS: If you are a federal customer or a contractor purchasing on behalf of a federal customer a purchase order is required to receive an invoice. Please email the purchase order to service@esri.com By signing below, you are authorizing Esri to issue a software support invoice in the amount of USD pies sales tax, if applicable. Please check one of the following: I agree to pay any applicable sales tax. I am tax exempt. Please contact me if Esri does not have my current exempt information on file. Signature of Authorized Representative Date Name (Please Print) Title IWALKERBI [Executed effective as of the date signed by the Assistant City Manager below.] / [ACCEPTED AND AGREED:] City: Vendor: VW4,� 7-h— By: Valerie Washington(Nov 15,202111:43 CST) By: Timothy Brazcal(Scl,29,202115:48 POT) Name: Valerie Washington Name: Timothy Brazeal Title.: Assistant City Manager Title: Manager,commercial and Government contra,ts Date: Nov 15,2021 Date: Sep 29, 2021 CITY OF FORT WORTH INTERNAL ROUTING PROCESS: Approval Recommended: Contract Compliance Manager: By signing I acknowledge that I am the person responsible for the monitoring and administration of this contract, including ensuring all By: performance and reporting requirements. Name: Kevin Gunn Title: Director, IT Solutions .4k By: Steven Vandever(Nov 11,202115:17 CST) Approved as to Form and Legality: Name: Steven Vandever Title: Sr. IT Solutions Manager By: City Secretary: oa f FORT�4a Name: Taylor f'ar15 O*0— - Contract000000 � Title: Assistant City Attorney � o000 By: o°Authorization: Name: Ronald Gonzales ��� *vim M&C: 21- 0832 Title: Acting City Secretary �rEXA4rp Approval Date: 119 21 �nn���� OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX ADDENDUM TO MASTER AGREEMENT BETWEEN THE CITY OF FORT WORTH AND ENVIRONMENTAL SYSTEMS RESEARCH INSTITUTE, INC. This Addendum to the Master Agreement No. 00301953.0 ("Addendum") is entered into by and between Environmental Systems Research Institute, Inc. ("Vendor") and the City of Fort Worth("City"), collectively the"parties", for a purchase of licenses. The Contract documents shall include the following: 1. The Master Agrccmcnt No.00301953.0,as attached hcrcto;and 2. This Addendum. Notwithstanding any language to the contrary in the attached Master Agreement No. 00301953.0 (the "Agreement"), the Parties hereby stipulate by evidence of execution of this Addendum below by a representative of each party duly authorized to bind the parties hereto, that the parties hereby agree that the provisions in this Addendum below shall be applicable to the Agreement as follows: I. Term. The Agreement shall become effective upon the signing of the Agreement by an Assistant City Manager of the City (the "Effective Date") and shall expire September 30, 2022 (the Expiration Date"), unless terminated earlier in accordance with the provisions of the Agreement or otherwise extended by the parties. The Agreement may be renewed for an unlimited number of renewals upon mutual written agreement between the parties, each a"Renewal Term." City shall provide Vendor with written notice of its intent to renew at least thirty (30) days prior to the end of each term. 2. Termination. a. Termination of the Agreement is set forth in Article B.2 of the Agreement. b. Fiscal Funding Out. In the event no funds or insufficient funds are appropriated by City in any fiscal period for any payments due hereunder, City will notify Vendor of such occurrence and the Agreement shall terminate on the last day of the fiscal period for which appropriations were received without penalty or expense to the City of any kind as it relates to such termination, except as to the portions of the payments herein agreed upon for which funds have been appropriated. C. Duties and Obligations of the Parties. In the event that the Agreement is terminated, City shall pay Vendor for services actually rendered up to the effective date of termination and Vendor shall continue to provide City with services requested by City and in accordance with the Agreement up to the effective date of termination. Upon termination of the Agreement for any reason, Vendor shall provide City with copies of all completed Addendum Pagel of5 or partially completed documents prepared under the Agreement, as specified in this Agreement and applicable task order. In the event Vendor has received access to City information or data as a requirement to perform services hereunder, Vendor shall make available data to City in the manner specified in the Agreement and applicable task order. 3. Attorneys' Fees, Penalties, and Liquidated Damages. To the extent the attached Agreement requires City to pay attorneys' fees for any action contemplated or taken, or liquidated damages in any amount, City objects to these terms and any such terms are hereby deleted from the Agreement and shall have no force or effect. 4. Law and Venue.The Agreement and the rights and obligations of the parties hereto shall be governed by, and construed in accordance with the Iaws of the United States and state of Texas, exclusive of conflicts of laws provisions. Venue for any suit brought under the Agreement shall be in a court of competent jurisdiction in Tarrant County,Texas. To the extent the Agreement is required to be governed by any state law other than Texas or venue in Tarrant County, City objects to such terms and any such terms are hereby deleted from the Agreement and shall have no force or effect. 5. Linked Terms and Conditions. If the Agreement contains a website link to terms and conditions, the linked terms and conditions located at that website link will not materially conflict with any provision in Attachment B of the Agreement, and, should such linked terms materially conflict with Attachment B of the Agreement, Attaclnnent B of the Agreement shall control. 6. Insurance. The City is a governmental entity under the laws of the state of Texas and pursuant to Chapter 2259 of the Texas Government Code, entitled "Self-Insurance by Governmental Units," is self-insured and therefore is not required to purchase insurance. To the extent the Agreement requires City to purchase insurance, City objects to any such provision,the parties agree that any such requirement shall be null and void and is hereby deleted from the Agreement and shall have no force or effect. City will provide a letter of self-insured status as requested by Vendor. 7. Sovereign Immunity. Nothing herein constitutes a waiver of City's sovereign immunity. To the extent the Agreement requires City to waive its rights or immunities as a government entity; such provisions are hereby deleted and shall have no force or effect. 8. Limitation of Liability. Neither City,Vendor, nor any Vendor distributor or third party licensor will be liable for any indirect,special,incidental,or consequential damages; lost profits; lost sales; loss of goodwill; costs of procurement of substitute goods or services; or damages exceeding the applicable license fees,or current subscription fees,or Services fees paid or owed to Vendor for the Esri Offerings or Services giving rise to the cause of action. The limitations and exclusions of liability in the preceding paragraph do not apply to City's infringement, misuse, or misappropriation of Vendor's or Vendor's licensors' intellectual property rights, either party's indemnification obligations, gross negligence,willful misconduct, or Addendum Paget of violations of the Export Compliance clause of this Agreement or any applicable Law or regulation. Vendor or its authorized distributor has set its fees and entered into this Agreement in reliance on the disclaimers and limitations in this Agreement; the fees reflect an allocation of risk that is an essential basis of the bargain between the parties. These limitations will apply whether or not a party is aware of the possibility of any damage and notwithstanding any failure of essential purpose of any exclusive, limited remedy. The foregoing disclaimers, limitations, and exclusions may be invalid in some jurisdictions and apply only to the extent permitted by applicable law or regulation in City's jurisdiction. City may have additional rights that may not be waived or disclaimed. Vendor does not seek to limit City's warranty or remedies to any extent not permitted by law. For clarity,Vendor agrees that City may not indemnify Vendor under this Agreement. 9. Insurance. City agrees that insurance coverage provided to City by Vendor is sufficient for purposes of the Agreement only. 10. No Debt. In compliance with Article 11 § 5 of the Texas Constitution, it is understood and agreed that all obligations of City hereunder are subject to the availability of funds. If such funds are not appropriated or become unavailable,City shall have the right to terminate the Agreement except for those portions of funds which have been appropriated prior to termination. 11. Confidential Information, City is a government entity under the laws of the State of Texas and all documents held or maintained by City are subject to disclosure under the Texas Public Information Act. To the extent the Agreement requires that City maintain records in violation of the Act, City hereby objects to such provisions and such provisions are hereby deleted from the Agreement and shall have no force or effect. In the event there is a request for information marked Confidential or Proprietary, City shall promptly notify Vendor prior to disclosure. It will be the responsibility of Vendor to submit reasons objecting to disclosure. A determination on whether such reasons are sufficient will not be decided by City, but by the Office of the Attorney General of the State of Texas or by a court of competent jurisdiction. 12. Addendum Controlling. If any provisions of the attached Agreement, conflict with the terms herein, are prohibited by applicable law, conflict with any applicable rule, regulation or ordinance of City, the terms in this Addendum shall control. 13. Network Access. a. City Network Access. If Vendor, and/or any of its employees, officers, agents, consultants or subcontractors (for purposes of this section "Vendor Personnel"), requires access to the City's computer network in order to provide the services herein, appropriate terms and conditions required for such access will be set forth in an applicable task order.. Addendum Page 3 of 5 14. I_mmigration Nationality Act. Vendor shall verify the identity and employment eligibility of its employees who perform work under this Agreement, including completing the Employment Eligibility Verification Form (1-9). Upon request by City, Vendor shall attest to the existence of 1-9 forms for each employee who performs work under this Agreement. Vendor shall adhere to all Federal and State laws as well as establish appropriate procedures and controls so that no services will be performed by any Vendor employee who is not legally eligible to perform such services. VENDOR SHALL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY VENDOR OR VENDOR PERSONNEL. City, upon written notice to Vendor, shall have the right to immediately terminate this Agreement for violations of this provision by Vendor. 15. No Boycott of Israel. If Vendor has fewer than 10 employees or the Agreement is for less than $100,000, this section does not apply. Vendor acknowledges that in accordance with Chapter 2270 of the Texas Government Code, City is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms "boycott Israel" and "company" shall have the meanings ascribed to those terms in Section 808.001 of the Texas Government Code. By signing this Addendum, Vendor certifies that Vendor's signature provides written verification to City that Vendor: (1) does not boycott Israel; and(2) will not boycott Israel during the term of the Agreement. 16. Right to Audit. Vendor agrees that City shall,until the expiration of three(3)years after the date of final payment under the Agreement, have access to and the right to examine any directly pertinent Ordering Documents (as defined in the Agreement) involving transactions directly relating to the Agreement. Vendor agrees that City shall have access during normal working hours to all necessary Vendor facilities and shall be provided adequate and appropriate workspace in order to conduct audits in compliance with the provisions of this section. City shall give Vendor reasonable advance notice of intended audits. (signature page follows) Addendum Page 4 of 5 ACCEPTED AND AGREED: CITY: City of Fort Worth Contract Compliance Manager: By signing I acknowledge that 1 am the person responsible for the monitoring and administration V ., of this contract, including ensuring all By: Valerie Washington(Nov 15,202111:43 CST) performance and reporting requirements. Name: Valerie Washington Title: Assistant City Manager Date: Nov 15,2021 By: Steven Vand�202115:17 CST) Name: Steven Vandever Approval Recommended: Title: Sr. IT Solutions Manager Approved as to Form and Legality: By: Name: Kevin Gunn_ �� Title: Director, IT Solutions By: �/"V Name: Taylor Paris Attest: 4 anun� opt FORA�aa Title: Assistant City Attorney p�.oo°°°°oo°°00 aid ^�'J,1 °~o °O��d Contract Authorization: By: / ( �/ BOO° o d M&C: 21- 0832 Name: Ronald Gonzales �� o°°°°0000°°°° a� Approval Date: -fw- Title: Acting City Secretary �a��nFXASgbp VENDOR: Environmental Systems Research Institute, Inc. 7—h— By: Timothy Brazeal Sep 29,202115:48 PDT) Name: Timothy Brazeal Title: Manager,Commercial and Government Contracts Date: Sep 29, 2021 OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Addendum Page 5 of 5 City of Fort Worth, Texas Mayor and Council Communication DATE: 11/09/21 M&C FILE NUMBER: M&C 21-0832 LOG NAME: 04ESRI GEOGRAPHICAL INFORMATION SYSTEMS SOFTWARE SS SUBJECT (ALL)Authorize the Execution of Sole Source Agreements with Environmental Systems Research Institute, Inc., for Geographical Information Systems Software Licenses Renewal, Maintenance, Services, and Training in a Combined Annual Amount of$262,000.00 with Five One-Year Renewal Options in the Same Annual Amount for the Information Technology Solutions and Water Departments RECOMMENDATION: It is recommended that City Council authorize the execution of sole source agreements with Environmental Systems Research Institute, Inc., for geographical information systems software licenses renewal, maintenance, services, and training in an annual amount of$262,000.00 with five one-year renewal options in the same annual amount for the Information Technology Solutions and Water Departments. DISCUSSION: On December 6, 2016 City Council approved Mayor and Council Communication(M&C) P-11977 for the support and maintenance of the Geographical Information Systems(GIS)environment as a sole source purchase. To ensure there is no lapse in coverage,this action seeks to gain new authority for the continuation of services. Envinronmental Systems Research Institute(ESRI)software site licenses, maintenance, services and training are used to provide a high level of geographic data for the City's enterprise GIS system. This software provides staff with the ability to analyze, manage, and map geographic information. Utilizing ESRI software provides data interoperability between governmental entities as it is effectively the standard in GIS software. Additionally, the information captured is available for public access. Agencies including private companies, school, and residents can download the files from the city website to identify local zoning data, Tax Increment Finance Districts(TIFs), Public Improvement Districts(PIDs), future land use, neighborhood information, and other planning data. The agreement utilized by Information Technology Solutions(ITS)has a coverage term of October 1 through September 30 of each year. The Water Department has a separate agreement with ESRI for similar services, but the products they utilize differ from ITS. The agreement utilized by the Water Department has a coverage term of February 2 to February 1 of each year. The total of the requested authorization amount of$262,000.00 will become effective October 1, 2021 and will be available for use through September 30, 2022. The authorization amount will renew on October 1 of each renewal period. The Departments will continue to manage their own agreements and, upon approval of the M&C,the authorization will be distributed between the departments as follows: Information Technology Solutions$171,000.00 Water $91,000.00 DVIN: A waiver of the goal for Business Equity subcontracting requirements was requested, and approved by the DVIN, in accordance with the applicable Ordinance, because the waiver request is based on the sole source information provided. AGREEMENT TERM—Upon City Council's approval,the existing agreements will continue in accordance with current coverage periods as follows: Information Technology Solutions October 1, 2021 —September 30, 2022 Water February 2, 2022—February 1, 2023 ADMINISTRATIVE CHANGE ORDER-An administrative change order or increase may be made by the City Manager up to the amount allowed by relevant law and the Fort Worth City Code and does not require specific City Council approval as long as sufficient funds have been appropriated. RENEWAL OPTIONS-The Agreement may be renewed for up to five additional one-year terms at the City's option. This action does not require specific City Council approval provided that the City Council has appropriated sufficient funds to satisfy the City's obligations during the renewal term. FISCAL INFORMATION/CERTIFICATION: The Director of Finance certifies that upon approval of the above recommendation and adoption of the Fiscal Year 2022 Budget by the City Council, funds will be available in the Fiscal Year 2022 operating budget, as appropriated, in the General Fund and Water and Sewer Fund. Prior to an expenditure being incurred,the Information Technology Solutions and Water Departments have the responsibility to validate the availability of funds. Submitted for City Manager's Office W. Valerie Washington 6192 Originating Business Unit Head: Kevin Gunn 2015 Additional Information Contact: Kevin Gunn 2015 Expedited