HomeMy WebLinkAboutRequest to Purchase - Technology ServicesGrant County Technology Services
35 C ST NW, Suite 308
EPHRATA, WA 98823
Vendor
ESRI (ESRII)
606 Columbia St. NW Ste 300
Olympia, WA 98501
Purchase Order
Date
P.O. No.
2/14/2023
453
Item
Description
Qty
Rate
Amount
Software Mainten...
ESRI Enterprise License Agreement - Annual Software
1
599620.00
59,620.00
Maintenance Fees (Usage - Split 50/50 between
Building/Planning and Public Works) Subscription
Effecftive: 5/05/2023 - 5/04/2024
This is a budgeted expense to come out of TS software
maintenance budget line 3506. 1/2 will be billed to Grant
County Public Works, $29,810.00.
Total $59,620.00
TS Approval
BOCC Approval
BE
Alk
. . . . . . . . ......
Esri Inc
380 New York Street
Redlands CA 92373
Subject: Renewal Quotation
Date:
02/06/2023
To:
Aurelio Razo
Organization:
County of Grant
Development Services
Fax #:
Phone#: 509-754-2011 2597
From:
Christian Jimenez
Fax #:
Phone#: + 19093697659 Ext. 7659
Email:
cjimenez@esri.com
Number of pages transmitted
Quotation #26128826
(including this cover sheet):
5 Document Date: 02/03/2023
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 who 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.htmi
If you have any questions or need additional information, please contact
Customer Service at 888-377-4575 option 5.
380 New York Street
illpesri
Redlands, CA 92373
Phone: + 190936976597659
Date: 02/03/2023
County of Grant
Development Services
PO Box 37
Ephrata WA 98823
Attn: Aurelio Razo
Quotation Number: 26128826
Customer Number: 25632
For questions regarding this document, please contact Customer Service at 888-377-4575.
Item Qty Material#
Contract Number: SMALL GOVT ELA US
Send Purchase orders To:
Environmental Systems Research Institute, Inc.
380 New York Street
Redlands, CA 92373-8100
Attn: Christian Jimenez
Please include the following remittance address
on your Purchase order:
Environmental Systems Research Institute, Inc.
P.O. Box 741076
Los Angeles, CA 90074-1076
Unit Price Extended Price
Per the terms and conditions in your Esri Enterprise License Agreement, your organization is required to provide
an annual usage report. This report should detail all deployments made under this agreement for your previous
term, and should be provided to Esri as an Excel spreadsheet.
The annual usage report must include actual license counts by product, licensee, and location.
Please return your report via email to ea usage_reports a@esri.com.
Thank you in advance for your prompt attention to this matter.
10 1 168179 55,000.00 55,000.00
Populations of 50,001 to 100,000 Small Government Enterprise Agreement Annual Subscription
Start Date: 05/05/2023
End Date: 05/04/2024
Subscription ID: 2009668605
Please note Esri has introduced a price change and this quote reflects current pricing for your organization. It is important to us that we are
able to continue to deliver value through enhancements to products, solutions, and capabilities.
Your renewal provides access to all the benefits you are familiar with, which you can review at https://go.esri.com/maintenance
For questions related to the price change, please reach out to your assigned Esri Account Manager.
Quotation is valid for 90 days from document date.
Any estimated sales and/or 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 Esri 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.
To expedite your order, please reference your customer number and this quotation number on your purchase order.
380 New York Street
Redlands, CA 92373
dilesri Phone: + 190936976597659
NW
Date: 02/03/2023 Quotation Number: 26128826
Quotation
Page 2
Contract Number: SMALL GOVT ELA US
Item Qty Material# Unit Price Extended Price
Item Subtotal 551000.00
Estimated Taxes 41620.00
Total USD 59,620.00
DUNS/CEC: 06-313-4175 CAGE: OAMS3
0 oeoNew York Street
-me |anda.CAo2o73
410esrl p»oms+ 1e0e369765e7659
Date: 02/03/2023
Quotation Number: 28128828
Quotation
Page 3
Contract Number: SMALL GOVT ELAU8
Item Qty Material# Unit Price Extended Price
Renewal Options:
a Online: Renew through N1yEsr site athttps//ny.ear.00m
e Credit Card
* Purchase Order
e Email Authorization
0 Email orFax: Email Authorization, Purchase Order orsigned quote to:
* Fax: 909-307-3083
Requests via email or signed quote indicate that you are authorized to obligate f unds for your organization and your
organization does not require apurchase order.
If there are any changes required to your quotation please respond to this email and indicate any changes in your invoice
authorization.
If you choose todiscontinue your support, you will become ineligible for support benefits and services. All maintenance fees
from the date ofdiscontinuation will bedue 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 mostcurrent product specific
scope of use document found at http://assets.esri.com/content/dam/esrisites/media/legal/
produot-openifio-terma'of-uae/e3OO.pdf,and your applicable signed agreement vvithEah. |fnosuch agreement covers any
item quoted, then Eoh'astandard terms and conditions found at
http://assets.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 51.1 may purchase under the terms ofEsri's
GSA Federal Supply Schedule. Supplemental terms and conditions found at
http://wvvvv.eeri.com/en-uo/|age|/termn/etete-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 ofthis quotation ialimited tothe terms ofthis quotation. Eeriobjects toand expressly rejects any different or
additional terms contained in any purchase order, offer' or confirmation sent to or to be sent by buyer. Unless prohibited by
law, the quotation information is confidential and may not be copied or released other than for the express purpose of
system selection and purchase/license. The information may not be given to outside parties or used for any other purpose
without consent from Eari. Delivery is FOB Origin.
|norder toexpedite processing, please reference the quotation number and any/all applicable Esricontract number(s) (e.g.
IVIPA.BA.SmartBuy GSA, BPA) on your ordering document.
oenNew York Street
-Redlands, CA 92373
pesri Phone: +1moomog7mog7mme
Date: 02/03/2023 Quotation No: 28128828 Customer No: 25032
Item Qty Material#
Quotation
Page 4
Contract No: SMALL GOVT ELAUG
Unit Price Extended Price
U8FEDERAL CUSTOMERS: If you are a federal customer or a contractor purchasing, on behalf of a federal customer a
purchase order ierequired toreceive eninvoice. Please email the purchase order toservioe@eeh.00m
By signing below, you are authorizing Esri to issue a software support invoice in the amount of
USD plus sales tax, if applicable.
Please check one ofthe follow ing:
I agree to pay any applicable sales tax.
|amtax exempt. Please contact meif Esri does not have my current exempt information onfile.
Signature of Authorized Representative
Name (Please Print)
TH9
OP
esri W149R9
April 13, 2021
Ms. Elisabeth Lauver
County of Grant
264 W Division Ave
Ephrata, WA 98823-1848
Dear Elisabeth,
The Esri Small Municipal and County Government Enterptise Agreement (SGEA) i's a three-year agreement that
will grant your organization access to Esri term license software. The EA will be eff-ective on the date executed and
will require a finn, three-year commitment,
Based on Esn's work with several organizations sn"nitar to yours, we laiow there is significant potential to apply
Geographic Information System (GIS) technology in many, operational and technical areas within your
4
organization. For this reason, we believe that your or, will greatly benefit from an Enterprise Agreement
(EA).
All EA will provide your organization with numerous benefits 'Including:
0 A lower cost per unit for licensed software
N Substantially reduced administrative and procurement expenses
a Complete flexibility to deploy software products when and where needed
The -following business terms and conditions will apply:
W
All current departments, employees, and 'in-house contractors of the organization will be eligible to use
the software and services included in the EA.
0 If your organization wishes to acquire and/or maintain any Esri software during the term of the agreement
that is not included in the EA, it may do so separately at the Esri pricing that is generally available for
your organization for software and maintenance.
0 The organization will establish a single point of contact for orders and deliveries and will be responsible
for redistri butt' on to eligible users,
The organization will establish a Tier I support center to field calls from internal users of Esri software.
The organization me -ay designate 'individuals as spectified in the EA Who may directly contact Esri, for Tier
2 technical support.
, 0
The organization will provide an annual report of 'installed Esri software to Esri.
Esri software and updates that the organization is licensed to use will be automatically available for
downtoadin.c.r.
The fee and benefits offered in this EA proposal are contingent upon your acceptance of Esri's Small
Municipal and County Government EA terms and conditions.
I R E (D" E I V;
380 New York Street 909193.2853
Redlands, California 92373-8100 USA ln�fo@esri.com
GRAK COUNTY
Small Government Enterprise Agreement
W Licenses are valid for the term of the EA.
This program offer is valid for 90 days. To complete the agreement within this time frame, please contact me
within the next seven days to work through any questions or concerns you may have.
To expedite your acceptance of this EA offer:
1. Sign and return the EA contract with a Purchase Order or issue a Purchase Order that references this EA
Quotation and includes the following statement on the face of the Purchase Order:
"THIS P UR CIIA SE ORDER IS G 0 VERIVED BY THE TERMS AND CONDITIONS OF THE ESM
SMALL AH-TNICIPAL AND COUNTY GOVERNMENT EA., AND A DDITIONA L TERMS ANIS
CONDITIONS IN THIS P UR CHASE ORDER WILL NOT APPLY
Have it signed by an authorized representative of the organization.
2. On the first page of the EA, identify the central point of contact/agreetnent administrator. The agreement
administrator is the party that will be the contact for management of the software, administration issues,
and general operations. Information should include name, title (if applicable), address, phone number, and
e -snail address.
3. In the purchase order, identify the "Ship to" and "Bill to" information for your organization.
4. Send the purchase order and agreement to the address, email or fax noted below:
Esri
Attn: Customer Service SG -EA
380 New York Street
Redlands, CA 92373-8100
e-mail: service@esri.com
fax documents to: 909,307-3083
.PP W1 benefits your
I appreciate the opportunity to present you with this proposal, and I believe it will bring great bene ts to y r
organization.
Thank you very much for your consideration.
Best Regards,,
Heather Clock
• THE
SCIENCE
OF
esrl* IW,E,,,..
Environmental Systems Research Institute, Inc.
380 New York St
Redlands, CA 92373-8100
Phone: (909) 793-2853 Fax: (909) 307-3049
DUNS Number: 06-3134175 CAGE Code: OAMS3
To expedite your order, please attach a copy of
this quotation to your purchase order.
Quote is valid from; 411312021 To; 7/12./2021
Quotation # Q-440843
Date: April 13, 2021
Customer # 25632 Contract #
County of Grant
Development Services
264 W Division Ave
Ephrata, WA 98823-1848
ATTENTION: Elisabeth Lauver
PHONE: 609 754 2011 x.2597
EMAIL: elauver@grantcountywa.gov
M. terl Te:'Torsi,
u0it, peice
168179 1 Year 1 $55,000.00 $55,000.00
Populations of 50,001 to 100,000 Small Government Term Enterprise License Agreement
168179 1 Year 2 $55,000.00 $55P000,00
Populations of 50,001 to 100,000 Small Government Term Enterprise License Agreement
168179 1 Year 3 $55,000.00 $66,000,00
Populations of 50,001 to 100,000 Small Government Term Enterprise License Agreement
I
Subtotal: $165,000.00
Sales Tax: $13,860.00
Estimated Shipping and Handling (2 Day Delivery): $0.00
Contract Price Adjust: $0.00
Total: $178,860.00
Esd may charge a fee to cover expenses* related to any customer requirement to use a proprietary vendor management, procurement, or Invoice program.
or questions contact: Email: Phone:
Feather Glock hglock@esrl.com 909793-2853 x8948
The Items on this quotation are subject to and governed by the terms of this quotation, the Most current product specific scope of use document
found at haps://assets.esrl.com/content/dam/`esn'sites/media/legaVproduct-s. peecific-terms-of usele30Q. df, and your applicable signed agreement
with Esd. If no such agreement covers any item quoted, then Esd's standard terms and conditions found at https:i/go.esri.com/MAPS 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
Esd's GSA Federal Supply Schedule. Supplemental terms and conditions found at .https://www.esri.com/en-usAegal/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. Esd objects to and expressly rejects any different
or additional terms contained in any purchase order, offer, or confirmation sent to or to be sent by buyer. Unless prohibited by law, the quotation
information Is confidential and may not be copied or released other than for the express purpose of system selection and purchase/license. The
information may not be given to outside parties. or used for any other purpose without consent from EsH. Delivery is FOB Origin,
GLOCKH This offer is limited to the terms and conditions incorporated and attached herein
THE
SCIENCE
OF
esrr I WHI51P1514
Environmental Systems Research Institute, Inc.
380 Now York St
Redlands, CA 92373-8100
Phone: (909) 793-2853 Fax: (909) 307-3049
DUNS Number: 06-313-4175 CAGE Code: OAM$3
To expedite your order, please attach a copy of
this quotation to your purchase order.
Quote Is valid from. 411312021 Tol-C 7/12/2021
Date: April 13, 2021
Customer # 25632 Contract #
County of Grant
Development Services
264 W Division Ave
Ephrata, WA 98823-1848
ATTENTION: Elisabeth Lauver
PHONE: 509 754 2011 x2.597
EMAIL: alauver@grantcountywa,gov
If you have made ANY alterations to the line Items Included In this quote and have chosen to sign the quote to Indicate your aace . ptance, you must fax
5srl the signed quote In Its entirety In order for the quote to be accepted, You will be contacted by your Customer Service Representative If additional
Information Is required to complete your request,
If your organization is a US Federal, state, or local government facility; agency, an educational or a company that will not pay an Invoice without having
0 1
Issued a formal purchase order, a signed quotation will not be accepted unless It Is accompanied by your purchase order,
In order to expedite processing, please reference the quotation number and any/all applicable Esd contract number(s) (mg, MPA, ITA, SniartBuy, GSA,
SPA) on your ordering document,
BY SIGNING BELOW, YOU CONFIRM THAT YOU ARE AUTHORIZED TO OBLIGATE FUNDS FOR YOUR ORGANIZATIONo AND YOU ARE AUTHORIZING
ESRI TO ISSUE AN INVOICE FOR THE ITEMS INCLUDED IN THE ABOVE QUOTE IN THE AMOUNT OF $ I PLUS SALES TAXES IF
APPLICASI.F., DO NOT USE THIS FORM IF YOUR ORGANIZATION WILL NOT HONOR AND PAY ESRI'$ INVOICE WITHOUT ADDITIONAL AUTHORIZING
PAPERWORK.
Please check one of the followings
— I agree to pay any applicable sales tax.
I arty air exempt, pi a$ contact me If exempt Information Is not currently on file with Esrl.
I I t
- . . . . . . . . . . . . . ...
I g n MY-re'R-Wu-it lzadre RAM- Ive Date
Cindy Cart r, Chair
Name (Please Print)
Title
The quotation Information Is proprietary and may not be capiod or released other than for the express purpose of system selection and purchase/license, This Information may not be given to outside
parties or used for any other purpose without consent frorn Environmental Systems Research institute, Inc, (Earl),
Any estimated sales and/or use tax reflected an this quote has been calculated as of the date of this quotation and Is merely provided as a convenience for your argenIzation's budget" purposes, Esti
reserves the right to adjust and collect sales and/or use tax of the actual date of Invoicing, If your organization Is tax exempt or pays state tax directly, then prior to Invoicing, your organIzatlon must provide
Esrl with a copy of a current tax exemption certificate Issued by your state's taxing authority for the given jurisdiction,
5arl may chgrga g fee to cover expenses related to any customer requirement to use a proprietary vendor management, procurement, or Invoice program,
For questions contact: Email: Phone:
Heather Glock hglook@esri.com 909-793-2853 x8948
The Items on this quotation are subject to and governed by the terms of this quotation, the most current product specific scope o -f- ----- u--s--e- —docurnent
found athttas
ttns: As- u. ct�!�f,nd your applicable signed agreement
with Esri, If no such agreement covers any Item quoted, then Esrl's standard terms and conditions found at'-DAd&Qm1MAR8 apply to your
purchase of that item, Federal government entitles and government prime contractors authorized under FAR 51.1 may purchase under the terms of
Esrl's GSA Federal Supply Schedule, Supplemental terms and conditions found at 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 Esrl's offerings. Acceptance of this quotation Is limited to the terms of this quotation, Eari 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 then for the express purpose of system selection and purchase/license, Tile
Information may not be given to outside parties or used for any other purpose without consent from Esrl. Delivery Is FOB Orlain,
GL KH This offer Is limited to the terms and conditions Incorporated and attached herein,
Esrl Use Only:
Cust. Name
Dust. #
PO #
Esri Agreement #
SMALL ENTERPRISE AGREEMENT
COUNTY AND MUNICIPALITY GOVERNMENT
(E214-3)
SCIENCE
esri
This Agreement is by and between the organization identified in the Quotation ("Customer") and Environmental
Systems Research Institute, Inc. (""Esri").
This Agreement sets forth the terms for Customer's use of Products and incorporates by reference (I.) the
Quotation and (I!) the Master Agreement. Should there be any conflict between. the terms and conditions of the
documents that comprise this Agreement, the order of precedence for the documents shall be as follows: (I) the
Quotation, (ii) this Agreement, and (iii) the Master Agreement. This Agreement shall be governed by and
construed in accordance with the laws of the state in which. Customer is located without reference to conflict of
laws principles, and the United States of America federal law shall govern in matters of intellectual property. The
modifications and additional rights granted in this Agreement apply only to the Products listed in Table A.
Table A
List of Products
Uncapped Quantities
Desktop Software and Extensions (Single Use)
ArcGIS Desktop Advanced
ArcGIS Desktop Standard
ArcGIS Desktop Basic
ArcGIS Desktop Extensions: ArcGIS 3D Analyst,
ArcGIS Spatial Analyst, ArcGIS Geostatistical Analyst,
ArcGIS Publisher, ArcGIS Network Analyst, ArcGIS
Schematics, ArcGIS Workflow Manager, ArcGIS Data
ReAewer
Enterprise Software .and Extensions
ArcGIS Enterprise and Workgroup
(Advanced and Standard)
ArcGIS Monitor
ArcGIS Enterprise Extensions: ArcGIS 3D Analyst,
ArcGIS Spatial Analyst, ArcGIS Geostatistical Analyst,
ArcGIS Network Analyst, ArcGIS Schematics, ArcGIS
Workflow Manager
Enterprise Additional Capability Servers
ArcGIS Image Server
Developer Tools
ArcGIS Engine
ArcGIS Engine Extensions: ArcGIS 3D Analyst, ArcGIS
Spatial Analyst, ArcGIS Engine Geodatabase Update,
ArcGIS Network Analyst, ArcGIS Schematics
ArcGIS Runtime (Standard)
ArcGIS Runtime Analysis Extension
Limited Quantities
One (1) Professional subscription to ArcGIS Developer
Two (2) ArcGIS CityEngIne Single Use Licenses
250 ArcGIS Online Viewers
250 ArcGIS Online Creators
37,500 ArcGIS. Online Service Credits
250 ArcGIS Enterprise Creators
5 ArcGIS Insights In ArcGIS Enterprise
5 ArcGIS Insights in ArcGIS Online
50 ArcGIS Tracker for ArcGIS Enterprise
50 ArcGIS Tracker for ArcGIS Online
4 ArcGIS Parcel Fabric User Type Extensions (Enterprise)
4 ArcGIS Utility Network User Type Extensions (Enterprise)
OTHER BENEFITS
Number of Esri User Conference registrations provided annually 4
Number of Tier 1 Help Desk individuals authorized to call Esri 4
Maximum number of sets of backup media, If requested* I
Five percent (6%) discount on all individual commercially available instructor -led training classes at Esri
facilities purchased outside this Agreement
*Additional sets of backup media may be purchased for a fee
Page 1 of 6 September 25, 2020
Customer may accept this Agreement by signing and returning the whole Agreement with (i) the Quotation
attached, (1i) a purchase order, or (Iii) another document that match es the Ouotation and references this
Agreement ("Ordering Document"), ADDITIONAL OR CONFLICTING TERMS IN CUSTOMER'S PURCHASE
ORDER OR OTHER DOCUMENT WILL NOT APPLY, AND THE TERMS OF THIS AGREEMENT WILL
GOVERN, This Agreement is effective as of the date of Bri's receipt of an Ordering Document, unless otherwise
agreed to by the parties ("Effective Date"),
Term of Agreement: Three (3mar s
This Agreement supersedes any previous agreements, proposals, presentations, understandings, and
arrangements between the parties relating to the licensing of the Products. Except as provided in Article 4—
Product Updates, no modifications can be made to this Agreement.
Accepted and Agreed:
. . . . . . . . . . .
(Cust6mer)
By -A
Authorized Sio-Ature
Printed Name:
A
Title:
Date:
Ali
Contact:
Address-, 00Y 3
City, State, Postal Code., A4G
Country:
Quotation Number (if applicable): W
Telephone: 0j quit
Fax:
E-mail:
Page 2 of 6 September 26, 2020
1,0 -ADDITIONAL DEFINITIONS
In addition to the definitions provided in the Master
Agreement, the following definitions apply to this
Agreement:
"Case" means a failure of the Software or online
Services to operate according to the Documentation
where such failure substantially impacts operational
or functional performance.
"Deploy", ",Deployed" and "'Deployment" mean to
redistribute and install the Products and related
Authorization Codes within Customer's
organization(s).
"Fee" means the fee set forth In the Quotation.
"Maintenance" means Tier 2 Support, Product
updates, and Product patches provided to Customer
during the. Term of Agreement.
"Master Agreement" means the applicable master
agreement for Esri Products incorporated by this
reference that is (1) found at https://www.esd.com/en-
us/le_gal/terms/full-master-agreement and available in
the installation process requiring acceptance by
electronic acknowledgment or (ii) a signed Esri
master agreement or license agreement that
supersedes such electronically acknowledged
master agreernentO
"Product(s)" means the products identified in
Table A—List of' Products and any updates to the list
Esri provides in writing.
"Quotation" means the offer letter and quotation
provided separately to Customer.
"Technical Support" means the technical
assistance for attempting resolution of a reported
Case through error correction, patches, hot fixes,
workarounds, replacement deliveries, or any other
type of Product corrections or modifications.
"Tier 1 Help Desk" means Customer's point of
contact(s) to provide all Tier 1 Support within
Customer's organization(s).
"Tier °i Support" means the Technical Support
provided by the Tier 1 Help Desk.
"Tier 2 Support"" means the Esri Technical Support
provided to the Tier 1 Help Desk when a Case
cannot be resolved through Tier 1 Support.
M ADDITIONAL GIANT of UaNsE
2.1 Grant of License. Subject to the terms and
conditions of this Agreement, Esri grants to
Customer a personal, nonexclusive,
nontransferable license solely to use, copy, and
Deploy quantities of the Products listed in
Table A List of Products for the Term of
Agreement (1) for the applicable Fee and (ii) in
accordance with the Master Agreement.
2.2 Consultant Access. Esri grants. Customer the
right to permit Customer's consultants or
contractors to use the Products exclusively for
Customer's benefit. Customer will be solely
responsible for compliance by consultants and
contractors with this Agreement and will ensure
that the consultant or contractor discontinues
use of Products upon completion of work for
Customer. Access to or use of Products by
consultants or contractors not exclusively for
Customer's benefit is prohibited. Customer may
not permit its consultants or contractors to install
Software or Data on consultant, contractor, or
third -party computers or remove: Software or
Data from Customer locations, except for the
purpose of hosting the Software or Data on
Contractor servers for the benefit of Customer.
3,vO TERms TERMINATION, ANI) ExpiRATION
3.1 Term. This Agreement and all licenses
hereunder will commence on the Effective Date
and continue for the duration Identified in the
Term of Agreement, unless this Agreement is
terminated earlier as provided herein. Customer
is only authorized to use Products during the
Term of Agreement. For an Agreement with a
limited term, Esri does not grant Customer an
indefinite or a perpetual license -to Products.
3.2 No Use upon Agreement (Expiration or
Term1nation. All Product licenses, all
Maintenance, and Esri User Conference
registrations terminate upon expiration or
termination of this Agreement.
3.3 Termination for a Material Breach. Either party
may terminate this Agreement for a material
breach by the other party. The breaching party
will have thirty (30) days from the date of written
notice to cure any material breach.
3.4 Termination for Lack of Funds. For an
Agreement with government or government -
Page 3 of 6
September 25, 2020
owned entities, either party may terminate this
Agreement before any subsequent year if
Customer Is unable to secure funding through
the legislative or governing body's approval
process.
3.5 Follow-on Term. If the parties enter into
another agreement substantially similar to this
Agreement for an additional term, the effective
date of the follow-on agreement will be the day
after the expiration date of this Agreement.
than the defined Products will receive Maintenance.
Customer may acquire maintenance for other
Software outside this Agreement.
a. Tier I Support
1. Customer will provide Tier 1 Support
through the Tier I Help Desk to all
Customer's authorized users.
2. The Tier 1 Help Desk will be fully trained in
the Products.
4,0—PRODUCT UPDATES
3.
At a minimum, Tier 1 Support will include
those activities that assist the user in
4,1 Future Updates. Esri reserves the right to
resolving how-to and operational questions
update the list of Products in Table A ---List of
as well as questions on installation and
Products by providing written notice to
troubleshooting procedures.
Customer. Customer may continue to use all
Products that have been Deployed, but support
4.
The Tier 1 Help Desk will be the initial point
and upgrades for deleted items may not be
of contact for all questions and reporting of a
available. As new Products are incorporated into
Case. The Tier I Help Desk will obtain a full
thestandard program, they will be offered to
description of each reported Case and the
Customer via written notice for incorporation into
system configuration from the user. This
the Products. schedule at no additional charge.
may include obtaining any customizations,
Customer's use of new or updated Products
code samples, or data involved in the Case.
requires Customer to adhere to applicable
additional or revised terms and conditions in the
5.
If the Tier I Help Desk cannot resolve the
Master Agreement,
Case, an authorized Tier 1 Help Desk
Individual may contact Tier 2 Support, The
4.2'Product Life Cycle. During the Term of
Tier I Help Desk will provide support in such
Agreement, some Products may be retired or
a way as to minimize repeat calls and make
may no longer be available to Deploy in the
solutions to problems available to
identified quantities. Maintenance. will be subject
Customer's organization.
to the individual Product Life. Cycle Support
Status and Product Life Cycle Support Policy,
6.
Tier 1 Help Desk individuals are the only
which can be found at
individuals authorized to contact Tier 2
https:,//support.esri.com/`en/0ther-
Support. Customer may change the Tier 1
resources/product-life-cycle. Updates for
Help Desk individuals by written notice to
Products in the mature and retired phases may
Esri.
not be available. Customer may continue to use
Products already Deployed., but Customer will
K, Tier 2 Support
not be able to Deploy retired Products.
1.
Tier 2 Support will log the calls received
from Tier 1 Help Desk.
5.0—MAINTENANCE
The Fee includes standard maintenance benefits
during the Term of Agreement as specified in the
most current applicable Esri Maintenance and
Support Program document (found at
hfti)s://www.esd.com/en-
us/lega-1/terms/maintenance). At Esri's sole
discretion, Esri may make patches, hot fixes, or
updates available for download. No Software other
Page 4 of 6
2. Tier 2 Support will review all information
collected by and received from the Tier I
Help Desk including preliminary documented
troubleshooting provided by the Tier 1 Help
Desk when Tier 2 S.upport is required,
3. Tier 2 Support may request that Tier I Help
Desk individuals provide verification of
information., additional Information, or
answers to additional questions to
September 25, 2020
supplement any preliminary information
gathering or troubleshooting performed by
Tier I Help Desk.
4. Tier 2 Support will attempt to resolve the
Case submitted by Tier I Help Desk.
5. When the Case Is resolved, Tier 2 Support
will communicate the information to Tier I
Help Desk, and Tier I Help Desk will
disseminate the resolution to the user(s).
6.0 ENDORSEMENT AND PU13LICITY
This Agreement will not be construed or interpreted
as an exclusive dealings agreement or Customer's
endorsement of Products. Either party may publicize
the existence of this Agreement,
7.0—ADMINISTRATIVE REQUIREmr=NTS
7.1 OEM Licenses. Under Esri's OEM or Solution
OEM programs, OEM partners are authorized to
embed or bundle portions of Esri products and
services with their application or service. OEM
partners' business model, licensing terms and
conditions, and pricing are independent of this
Agreement. Customer will not seek any discount
from the OEM partner or Esri based on the
availability of Productsunder this Agreement.
Customer will not decouple Esri products or
services from the OEM partners' application or
service.
7.2 Annual Report of Deployments. At each
anniversary date -and ninety (90) calendar days
prior to the expiration of this Agreement,
Customer will provide, Esri with a written report
detailing all Deployments. Upon request,
Customer will provide records sufficient to verify
the accuracy of the annual report.
8,,O—ORDERING, ADMINISTRATIVE
PROCEDURES, DELIVERY, AND
DEPLOYMENT
8.1 Orders, Delivery, and Deployment
a. Upon the Effective Date, Esri will invoice
Customer and provide Authorization Codes to
activate the nondestructive copy protection
program that enables Customer to download,
operate, or allow access to the Products. If this
is a multi-year Agreement, Esri may invoice the
Fee up to thirty (30) calendar days before the
annual anniversary date for each year.
b. Undisputed invoices will be due and payable
within thirty (30) calendar days from the date of
invoice. Esri reserves the right to suspend
Customer's access to and use of Products if
Customer fails to pay any undisputed amount
owed on or before its due date. Esri may charge
Customer interest at a monthly rate equal to the
lesser of one percent (1.0%) per month or the
maximum rate permitted by applicable law on
any overdue fees plus all expenses of collection
for any overdue balance that remains unpaid
ten (10) days after Esri has notified Customer of
the past -due balance.
c, Esd's federal ID number is 95-2775-732,
d. If requested, Esri will ship backup media to the
ship -to address Identified on the Ordering
Document, FOB Destination, with shipping
charges prepaid. Customer acknowledges, that
should sales or use taxes become due as a
result of any shipments of tangible media, Esri
has a right to invoice and Customer will pay any
such sales or use tax associated with the receipt
of tangible media.
8.2 Order Requirements. Esri does not require
Customer to issue a purchase order. Customer
may submit a purchase order in accordance with
its own process requirements, provided that if
Customer issues a purchase order, Customer
will submit its initial purchase order on the
Effective Date. If this is a multi-year Agreement,
Customer will submit subsequent purchase
orders to Esri at least thirty (30) calendar days
before the annual anniversary date for each
year.
a. All orders pertaining to this Agreement will be
processed through Customers centralized point
of contact.
K The following information will be Included in
each Ordering Document:
Page 6 of 6
(1) Customer name; Esri customer number,
known; and bill -to and ship -to addresses
(2) Order number
(3) Applicable annual payment due
September 25, 2020
9.0—MERGrms, ACQUISITIONS, OR
DIVESTITURES
If. Customer is a commercial entity, Customer will
notify Esri in writing in the event of (i) a
consolidation, merger, or reorganization of Customer
with or into another corporation or entity;
(H) Customer's acquisition.of another entity; or (ill) a
transfer or sale of all or part of Customer's
organization (subsections i, ii, and ill, collectively
referred to as "Ownership Change"). There will be
no decrease in Fee as a result of any Ownership
Change.
9.1 If an Ownership Change increases the
cumulative program count beyond the maximum
level for this Agreement, Esrl reserves the right
to increase the Fee or terminate this Agreement
and the parties will negotiate a new agreement.
9.2 If an Ownership Change results in transfer or
sale of a portion of Customer's organization, that
portion of Customer's organization will transfer
the Products to Customer or uninstall, remove,
and destroy all copies of the Products.
9.3 This Agreement may not be assigned to a
successor entity asa result of an Ownership
Change unless approved by Esri in writing in
advance. If the assignment to the new entity is
.not approved, Customer will require any
successor entity to uninstall, remove, and
destroy the Products. This Agreement will
terminate upon such Ownership Change.
Page 6 of 6 September 25, 2024