Item 4J - TOASE Review AttachmentDale Dean
From: Jeremy Page
Sent: Friday, October 19, 2018 2:39 PM
To: Dale Dean
Cc: Diane Ferguson; Debbie Smith; Deb Pointer; Allen Taylor
Subject: RE: Esri Enterprise Agreement Review (JP)
Attachments: Southlake - EA - 10-9-18.pdf; Esri Maintenance and Support Program.pdf; Esri Master
Agreement.pdf
Dale,
I have reviewed the Enterprise Agreement and l don't see anything that it too particularly concerning. I will point out
that Section 3.3 allows for either party to terminate the Agreement for a material breach by the other party if the
breaching party does not cure its breach. Essentially, this would allow Esri to terminate the Agreement if the City for
some reason materially breached and did not cure within 30 days. This is pretty standard, but I still wanted to bring it to
the City's attention.
I would also point that the Enterprise Agreement incorporates by reference two other agreements, the Master
Agreement and the Maintenance and Support Program, both of which I have attached to this email as well. The
language in both are pretty standard and again I found nothing that is terribly concerning. I will, though, bring to your
attention a few of the sections of the Master Agreement:
- Section 3.6 Subscription Fee Changes: this allows Esri to change subscription fees with only 30- or 60 -day notice.
Because it looks like the only products the City is actually purchasing are year-long licenses, I don't believe this
section applies to anything the City is purchasing, but I did want to make you aware of it just in case the City
chooses to purchase any such subscriptions in the future.
- Attachment B — Article 2 —Term and Termination: This allows the City to terminate the Agreement at any time
upon written notice. However, in such a situation, the City would not be entitled to any sort of refund for the
fees already paid.
- Attachment B — Article 3.5 — Exclusive Remedy: This limits the City's remedies in situations where Esri breaches
one of the limited warranties found in the agreement. Essentially, Esri will only repair any defective media, and
may at its discretion, refund any fees the City has paid.
- Attachment B —Article 4 — Limitation of Liability: This makes it so that Esri, as well as the City, are not liable to
each other for certain types of damages. It also limits damages to the amount of the applicable license fees paid
to Esri for the product that gave rise to the cause of action. So essentially, if something terrible happened that
caused quite a bit of monetary damages, it is possible that Esri would only be liable for up to the $117,000 the
City is paying to Esri as a part of this agreement.
- Attachment B —Article 5 — Indemnification: It appears that Esri does agree to indemnify the City for any
infringement claim, which is defined as a claim that the City's use of Esri products or services infringe on a
patent, copyright, trademark, or trade secret. Esri has also agreed to indemnify the City for any claim for general
non -infringement cases resulting from the acts of its directors, officers, employees, or agents. As far as I can tell,
the Agreement does not require the City to indemnify Esri for any claims whatsoever.
Like I said, everything looks good to go. Please let me know if you have any questions.
Thank you,
Jeremy Page
Attorney at Law
Taylor, Olson, Adkins, Sralla & Elam, L.L.P.
6000 Western Place, Suite 200
Fort Worth, Texas 76107
Telephone: 817.332.2580
Facsimile: 817.332.4740
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From: Deb Pointer
Sent: Friday, October 12, 2018 1:31 PM
To: Dale Dean
Cc: Jeremy Page; Diane Ferguson; Debbie Smith
Subject: RE: Esri Enterprise Agreement Review (JP)
Mr. Dean:
Jeremy Page will review the Enterprise Agreement (EA) with Esri and is aware of your request that his review must be
completed on or before next Friday. Please feel free to communicate with Jeremy directly; however, please continue to
copy me so I can keep this project on proper diary.
As always, please let us know if there is anything else you.
Have a great weekend, too.
Sincerely,
/Deb
Deb Pointer, Paralegal
Taylor, Olson, Adkins, Sralla & Elam, L.L.P.
TAYLOR O LSO N •ADKJ NS • S RAL LA- E L.AM
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6000 Western Place, Suite 200
Fort Worth, Texas 76107
Telephone: (817) 332-2580, ext. 234
Telecopier: (817) 332-4740
duointer(atoase.com
2018 TAPS Committee — Speaker Committee Co -Chair
Member Renewal Spot Audit Committee Chair
Mentor Program Ad Hoc Committee Chair
Membership Committee Sub -Chair, District 3
Paralegal Division of the State Bar of Texas