ITEM 4. 6
CITY MANAGER' S REPORT
FEBRUARY 13, 2023 CITY COUNCIL REGULAR MEETING
ITEM: GIS SOFTWARE AND ENTERPRISE LICENSE
AGREEMENT
RECOMMENDATION: Adopt a Resolution Approving a 3- Year Term Enterprise License Agreement with
Environmental Systems Research Institute,
Inc. for the Geographic Information System
GIS)
CEQA STATUS: Not a Project as defined in Section 15378 of the California Environmental Quality Act ( CEQA)
Guidelines
SUMMARY:
In 2011, the City entered into an agreement with Stantec to provide Integration support for the City' s Geographic Information Systems ( GIS) using the GIS software package from Environmental Systems Research Institute, Inc. ( ESRI). The GIS software supports the water, wastewater, recycled water, and storm drainage utilities. The GIS software is required for regulatory compliance and for effective management of the utilities.
ESRI is the sole source provider of the ArcGIS software that includes functionalities that other competitive packages do not offer. The enterprise agreement with ESRI GIS expires on March 27, 2023 and it is necessary for the City to renew the software license to ensure continued functionality of the City' s GIS system.
Staff requests City Council approve a 3- year software license for $ 82, 500 with ESRI for the GIS. Sufficient funds have been budgeted in the Information Systems subscriptions account 1010- 17- 20- 435- 10- 00.
BACKGROUND:
On March 21, 2011, the City Council approved a contract with Stantec to provide Integration support services to update the City' s GIS system using the ESRI GIS software. The ESRI GIS software allows the City to continue the development and updates of the GIS database and web- viewer.
ESRI is the sole source provider of the ArcGIS software that includes functionalities that other competitive packages do not offer. The enterprise agreement with ESRI GIS expires on March 27, 2023 and it is necessary for the City to renew the software license to ensure continued functionality of the City' s GIS system.
CITY MANAGER' S REPORT PAGE 2
FEBRUARY 13, 2023 CITY COUNCIL REGULAR MEETING
APPROVE THREE- YEAR TERM ENTERPRISE LICENSE AGREEMENT WITH ENVIRONMENTAL SYSTEMS RESEARCH INSTITUTE, INC. FOR THE
GEOGRAPHIC INFORMATION SYSTEM ( GIS)
The City has invested resources into the development of the GIS with the software from ESRI and it would not be cost effective to move to another software platform, furthermore, GIS from ESRI is an industry standard software with functionalities that other competitive package do not currently offer.
Staff requests Council approve a 3- year term Enterprise License Agreement with ESRI for $ 82, 500 to be paid from Information Systems Subscription account 1010- 17- 20- 435- 10- 00.
REASON FOR RECOMMENDATION:
Staff recommends extending the GIS software license to ensure the City continues to meet regulatory requirements for the potable water, storm drainage, wastewater, and recycled water systems and for effective management of the utilities.
CEQA STATUS:
Not a project as defined in Section 15378 of the State CEQA guidelines.
FISCAL IMPACT:
The cost for the 3- year ESRI GIS software license is $ 82, 500 ($ 27, 500 per year).
Sufficient funds have been allocated for this agreement in the Information Systems account 1010- 17- 20- 435- 10- 00; therefore, no budget amendment is requested at this time.
ATTACHMENTS:
A. Resolution Approving a 3 Year Enterprise License Agreement with Environmental Systems Research Institute, Inc. ( ESRI) for the Geographic Information System ( GIS)
B. ESRI - ArcGIS Software Small Utility Enterprise License agreement CITY MANAGER' S REPORT PAGE 3
FEBRUARY 13, 2023 CITY COUNCIL REGULAR MEETING
APPROVE THREE- YEAR TERM ENTERPRISE LICENSE AGREEMENT WITH ENVIRONMENTAL SYSTEMS RESEARCH INSTITUTE, INC. FOR THE
GEOGRAPHIC INFORMATION SYSTEM ( GIS)
APPROVALS
3 a6a.3
To andes Date
nformation Systems Director
Z / i / 2 o Z 3
Cari James Date
Finance Director
Z - 1 - 2 023
Michael King Date
Assistant City Manager
2_---o z. 3
Salvador Navarrete Date
City Attorney
2- 3• z3
Step en J. Salvatore Date
City Manager
RESOLUTION NO. 23 -
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LATHROP APPROVING A 3- YEAR TERM ENTERPRISE LICENSE AGREEMENT WITH ENVIRONMENAL SYSTEMS RESEARCH INSTITUTE, INC. FOR THE
GEOGRAPHIC INFORMATION SYSTEM ( GIS)
WHEREAS, in 2011, the City entered into an agreement with Stantec to provide Integration support for the City' s Geographic Information Systems ( GIS) using the ArcGIS software package from Environmental Systems Research Institute, Inc. ( ESRI)); and
WHEREAS, the GIS software supports the water, wastewater, recycled water, and storm drainage utilities. The GIS software is required for regulatory compliance and for effective management of the utilities; and
WHEREAS, ESRI is the sole source provider of the GIS software that includes functionalities that other competitive packages do not offer; and WHEREAS, the Small Utility Enterprise License agreement with ESRI GIS expires on March 27, 2023 and it is necessary for the City to renew the software license to ensure continued functionality of the City' s GIS system; and WHEREAS, the cost for the 3- year ESRI GIS software license is $ 82, 500 27, 500 per year); and
WHEREAS, sufficient funds have been budgeted in the Information Systems subscription account 1010- 17- 20- 435- 10- 00; therefore, no budget amendment is necessary; and
WHEREAS, staff requests City Council approve a 3- year software license for 82, 500 with ESRI for the GIS.
NOW, THEREFORE, BE IT RESOLVED, the City Council of the City of Lathrop does hereby approve the 3- Year Term Enterprise License Agreement with ESRI for the GIS Software License and authorize the City Manager to sign; and NOW, THEREFORE, BE IT FURTHER RESOLVED, the proposed agreement is not a project as defined in Section 15378 of the State CEQA Guidelines.
The foregoing resolution was passed and adopted this 13t'' day of February 2023, by the following vote of the City Council, to wit:
AYES:
NOES:
ABSENT:
ABSTAIN:
Sonny Dhaliwal, Mayor
ATTEST: APPROVED AS TO FORM:
Teresa Vargas, City Clerk Salvador Navarrete, City Attorney
CITY OF LATHROP
AGREEMENT FOR UTILITY LICENSE SOFTWARE AND
MAINTENANCE SERVICES WITH ENVIRONMENTAL SYSTEMS
RESEARCH INSTITUTE, INC.
FOR THE ARC GEOGRAPHIC INFORMATION SYSTEM SOFTWARE
THIS AGREEMENT dated for convenience this of March 2023, is by and made and entered into by and befinreen Environmental Systems Research Institute, Inc.
CONTRACTOR") and the CITY OF LATHROP, a California municipal corporation CITY");
RECITALS:
WHEREAS, CONTRACTOR is sole source provider of the ArcGIS software and is specially trained, experienced, and competent to continue to provide GIS maintenance services for the City' s existing ArcGIS software, with are required by this agreement; and WHEREAS, the term of the ArcGIS software license agreement dated March 28, 2022 will expire March 27, 2023 and continued ArcGIS software and services are needed; and
WHEREAS, CONTRACTOR is willing to render such GIS software license and maintenance services for three years as set forth in Exhibit " A", as hereinafter defined, on the following terms and conditions;
NOW, THEREFORE, CONTRACTOR and the CITY agree as follows:
AGREEMENT
1) Scope of Service.
CONTRACTOR agrees to provide GIS software license and maintenance services for three ( 3) years.
2) Compensation.
CITY hereby agrees to pay CONTRACTOR a sum not to exceed $ 82, 500 for a three ( 3) year Small Municipal and County Enterprise License Agreement as set forth in Exhibit "A".
3) Effective Date and Term.
The effective date of this AGREEMENT is March 27, 2023 and it shall terminate no later than March 27, 2026.
4) Terms and Conditions.
All terms and conditions set forth in Exhibit "A" are hereby incorporated as if fully set forth herein.
CITY OF LATHROP — AGREEMENT WITH ENVIRONMENTAL SYSTEMS
RESEARCH INSTITUTE, INC.
5) Siqnatures.
The individuals executing this Agreement represent and warrant that they have the right, power, legal capacity, and authority to enter into and to execute this Agreement on behalf of the respective legal entities of the CONSULTANT and the CITY. This agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns.
Approved as to Form: City of Lathrop
Salvador Navarrete Date
City Attorney
Recommended for Approval: City of Lath
l- - aZ3
To rnandes Date
nformation Systems Director
Approved by: City of Lathrop
390 Towne Centre Drive
Lathrop, CA 95330
Stephen J. Salvatore Date
City Manager
CONTRACTOR: Environmental Systems Research Institute, Inc. 380 New York Street
Redlands, CA 92373- 8100
Fed I D # 95- 2775732
Signature Date
Print Name and Title)
esria l WHEREE
December 27, 2022
Mr. Tony Fernandes
City of Lathrop
390 Towne Center Dr
Lathrop, CA 95330
Dear Tony,
The Esri Small Municipal and County Government Enterprise Agreement( SGEA) is a three- year agreement that will grant your organization access to Esri term license software. The EA will be effective on the date executed and will require a firm, three- year commitment.
Based on Esri' s work with several organizations similar to yours, we know there is significant potential to apply Geographic Information System( GIS) technology in many operational and technical areas within your organization. For this reason, we believe that your organization will greatly benefit from an Enterprise Agreement EA).
An EA will provide your organization with numerous benefits including:
A lower cost per unit for licensed software
Substantially reduced administrative and procurement expenses Complete flexibility to deploy software products when and where needed The following business terms and conditions will apply:
All current departments, employees, and in- house contractors of the organization will be eligible to use the software and services included in the EA.
If your organization wishes to acquire and/ or maintain any Esri software during the term ofthe 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.
The organization will establish a single point of contact for orders and deliveries and will be responsible for redistribution to eligible users.
The organization will establish a Tier 1 support center to field calls from internal users of Esri software.
The organization may designate individuals as specified in the EA who may directly contact Esri for Tier 2 technical support.
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 downloading.
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. 380 New York Street 909. 793. 2853 esri. com
Redlands, California 92373- 8100 USA info@esri. com
Small Government Enterprise Agreement
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 ofthis 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 ofthe Purchase Order:
THIS PURCHASE ORDER IS GOVERNED BY THE TERMS AND CONDITIONS OF THE ESRI
SMALL MUNICIPAL AND CODNTY GOVERNMENT EA, AND ADDITIONAL TERMS AND CONDITIONS IN THIS PURCHASE ORDER WILL NOT APPL Y."
Have it signed by an authorized representative ofthe organization.
2. On the first page ofthe EA, identify the central point of contact/ agreement administrator. The agreement administrator is the party that will be the contact for management ofthe software, administration issues, and general operations. Information should include name, title( ifapplicable), address, phone number, and e- mail 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 fa c noted below:
Esri e- mail: service@esri. com
Attn: Customer Service SG- EA fax documents to: 909- 307- 3083 380 New York Street
Redlands, CA 92373- 8100
I appreciate the opportunity to present you with this proposal, and I believe it will bring great benefits to your organization.
Thank you very much for your consideration.
Best Regards,
Jay Hoffman
THE Quotation # Q-475501
esris I OFENCE
w" E" E Date: December 27, 2022
Environmental Systems Research Institute, Inc. Customer# 431667 Contract# ENTERPRISE 380 New York St AGREEMENT
Redlands, CA 92373- 8100
Phone: ( 909) 793- 2853 Ciry of Lathrop
DUNS Number: 06- 313-4175 CAGE Code: OAMS3 Utilities Dept 390 Towne Center Dr
Lathrop, CA 95330
To expedite your order, p/ease atfach a copy of ATTENTION: Tony Fernandes this quotation to your purchase order. PHONE: ( 209) 941- 7349 Quote is valid from: 12/27/2022 To: 3/ 27/2023 EMAIL: tfernandes@ci. lathrop. ca. us Material Qty Term Unit Price Total
168177 1 Year 1 2023- 2024 27, 500. 00 27, 500. 00
Populations of 0 to 25, 000 Small Government Enterprise Agreement Annual Subscription 168177 1 Year 2
2024- 2025 27, 500. 00 27, 500. 00
Populations of 0 to 25, 000 Small Government Enterprise Agreement Annual Subscription 168177 1 Year 3
2025- 2026 27, 500. 00 27, 500. 00
Populations of 0 to 25, 000 Small Government Enterprise Agreement Annual Subscription Subtotal: 82, 500. 00
Sales Tax: 0. 00
Estimated Shipping and Handling( 2 Day Delivery): 0. 00 Contract Price Adjust: 0. 00
Total: 82, 500. 00
Esri may charge a fee to cover expenses related to any customer requirement to use a proprietary vendor management, procurement, or invoice program.
For questions contact: Email: Phone:
ay Hoffman jhoffman@esri. com 1- 800- 447- 9778 x5675
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 htt s•// assets esri com/ content/ dam/ esrisites/ mediaAegal/ aroduct- s ecific-terms- of-use/e300 adf, and your applicable signed agreement with Esri. If no such agreement covers any item quoted, then Esri' s standard terms and conditions found at https:// go.esri. com/ MAPS apply to your purchase of that item. If any item is quoted with a multi- year payment schedule, then unless otherwise stated in this quotation, Customer is required to make all payments without right of cancellation. Third- party data sets included in a quotation as separately( icensed items will only be provided and invoiced if Esri is able to provide such data and will be subject to the applicable third- party' s terms and conditions. If Esri is unable to provide any such data set, Customer will not be responsible for any further payments for the data set. US Federal government entities and US government prime contractors authorized under FAR 51. 1 may purchase under the terms of Esri' s GSA Federal Supply Schedule. Supplemental terms and conditions found at httos:// www. esri. com/ en- us/ legal/ terms/ state- supplemental apply to some US state and local government purchases. All terms of this quotation will be incorporated into and become part of any additional agreement regarding Esri' s offerings. Acceptance of this quotation is limited to the terms of this quotation. Esri objects to and expressly rejects any different or additional terms contained in any purchase order, offer, or confirmation sent to or to be sent by buyer. Unless prohibited by law, the quotation information is confidential and may not be copied or released other than for the express purpose of system selection and purchase/ license. The information may not be given to outside parties or used for any other purpose without consent from Esri. Delivery is FOB Origin for customers located in the USA.
HOFFMANJ This offer is limited to the terms and conditions incorporated and attached herein. 7HE Quotation # Q-475501
I OFENCE
WNERE" D8t@: DBC@R1L @ L7 2022
Environmental Systems Research Institute, Inc. Customer# 431667 Contract# ENTERPRISE 380 New York St AGREEMENT
Redlands, CA 92373- 8100
Phone: ( 909) 793- 2853 City of Lathrop
DUNS Number: 06- 313- 4175 CAGE Code: OAMS3 Utilities Dept 390 Towne Center Dr
Lathrop, CA 95330
To expedite your order, please attach a copy of ATTENTION: Tony Fernandes this quotation to your purchase order. PHONE: ( 209) 941- 7349 Quote is valid from: 12/27/2022 To: 3/ 27/2023 EMAIL: tfernandes@ci. lathrop. ca. us If you have made ANY alterations to the line items included in this quote and have chosen to sign the quote to indicate your acceptance, you must fax Esri 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 govemment agency; an educational facility; or a company that will not pay an invoice without having issued a formal purchase order, a signed quotatio 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 Esri contract number( s)( e. g. MPA, ELA, SmartBuy, GSA, BPA) on your ordering document.
BY SIGNING BELOW, YOU CONFIRM THAT YOU ARE AUTHORIZED TO OBLIGATE FUNDS FOR YOUR ORGANIZATION, AND YOU ARE AUTHORIZING
ESRI TO ISSUE AN INVOICE FOR THE ITEMS INCLUDED IN THE ABOVE QUOTE IN THE AMOUNT OF S PLUS SALES TAXES IF APPLICABLE. DO NOT USE THIS FORM IF YOUR ORGANIZATION WILL NOT HONOR AND PAY ESRI' S INVOICE WITHOUT ADDITIONAL AUTHORIZING PAPERWORK.
Please check one of the following:
I agree to pay any applicable sales tax.
I am tax exempt, please contact me if exempt information is not currently on fle with Esri.
Signature of Authorized Representative Date
Name( Please Print)
Title
The quotation information is proprietary and may not be copied or released other than for lhe express purpose of system selection and purchase/license. This information may not be given to outside parties or used for any olher purpose withoul consent 6om Environmental Systems Research Institute, Inc.( Esn).
Any estimated sales and/ or use tax reflected on this quole 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 righl to adjust and collect sales and/ or use tax at the actual date of invoicing. If your organizalion is tax exempt or pays state tax 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 authoriry for the given jurisdiction.
Esri may charge a fee to cover expenses related to any customer requirement to use a propriefary vendor management, procurement, or invoice program.
For questions contact: Email: Phone:
ay Hoffman jhoffman@esri. com 1- 800- 447- 9778 x5675
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 httos:// assets. esri. com/ contenUdam/ esrisites/ media/ legal/ product- specific- terms- of- use/ e300. pdf, and your applicable signed agreement with Esri. If no such agreement covers any item quoted, then Esri' s standard terms and conditions found at httos://go.esri. com/ MAPS apply to your purchase of that item. If any item is quoted with a multi- year payment schedule, then unless otherwise stated in this quotation, Customer is required to make all payments without right of cancellation. Third- party data sets included in a quotation as separately licensed items will only be provided and invoiced if Esri is able to provide such data and will be subject to the applicable third- party' s terms and conditions. If Esri is unable to provide any such data set, Customer will not be responsible for any further payments for the data set. US Federal government entities and US government prime contractors authorized under FAR 51. 1 may purchase under the terms of Esri' s GSA Federal Supply Schedule. Supplemental terms and conditions found at h s:// www.esri. com/ en- us/ legal/ terms/ state- supplemental apply to some US state and local government purchases. All terms of this quotation will be incorporated into and become part of any additional agreement regarding Esri' s offerings. Acceptance of this quotation is limited to the terms of this quotation. Esri objects to and expressly rejects any different or additional terms contained in any purchase order, offer, or confirmation sent to or to be sent by buyer. Unless prohibited by law, the quotation information is confidential and may not be copied or released other than for the express purpose of system selection and purchase/license. The information may not be given to outside parties or used for any other purpose without consent from Esri. Delivery is FOB Origin for customers located in the USA.
HOFFMANJ This offer is limited to the terms and conditions incorporated and attached herein.
Esri Use Only:
Cust. Name
Cust.
t
PO#
Esri Agreement#
SMALL ENTERPRISE AGREEMENT
COUNTY AND MUNICIPALITY GOVERNMENT
E214- 1)
This Agreement is by and between the organization identified in the Quotation (" Customer") and Environmental Systems Research Institute, Inc. (" Esri").
This Agreement sets forth the terms for Customer' s use of Products and incorporates by reference ( i) the Quotation and ( ii) the Master Agreement. Should there be any conflict between the terms and conditions of the documents that comprise this Agreement, the order of precedence for the documents shall be as follows: ( i) the Quotation, ( ii) this Agreement, and ( iii) the Master Agreement. This Agreement shall be governed by and construed in accordance with the laws of the state in which Customer is located without reference to conflict of laws principles, and the United States of America federal law shall govern in matters of intellectual property. The modifications and additional rights granted in this Agreement apply only to the Products listed in Table A.
Table A
List of Products
Uncapaed Quantities Developer Tools
Desktop Software and Extensions ( Single Use) ArcGIS Engine ArcGIS Desktop Advanced ArcGIS Engine Extensions: ArcGIS 3D Analyst, ArcGIS ArcGIS Desktop Standard Spatial Analyst, ArcGIS Engine Geodatabase Update, ArcGIS Desktop Basic ArcGIS Network Analyst, ArcGIS Schematics ArcGIS Desktop Extensions: ArcGIS 3D Analyst, ArcGIS Runtime ( Standard) ArcGIS Spatial Analyst, ArcGIS Geostatistical Analyst, ArcGIS Runtime Analysis Extension ArcGIS Publisher, ArcGIS Network Analyst, ArcGIS
Schematics, ArcGIS Workflow Manager, ArcGIS Data Limited Quantities Reviewer One( 1) Professional subscription to ArcGIS Developer Two( 2) ArcGIS CityEngine Single Use Licenses
Enterprise Software and Extensions 50 ArcGIS Online Viewers ArcGIS Enterprise and Workgroup 50 ArcGIS Online Creators Advanced and Standard) 10,000 ArcGIS Online Service Credits ArcGIS Monitor
50 ArcGIS Enterprise Creators
ArcGIS Enterprise Extensions: ArcGIS 3D Analyst, 2 ArcGIS Insights in ArcGIS Enterprise ArcGIS Spatial Analyst, ArcGIS Geostatistical Analyst,
2 ArcGIS Insights in ArcGIS Online
ArcGIS Network Analyst, ArcGIS Schematics, ArcGIS
5 ArcGIS Tracker for ArcGIS Enterprise
Workflow Manager
5 ArcGIS Tracker for ArcGIS Online
2 ArcGIS Parcel Fabric User Type Extensions( Enterprise) 2 ArcGIS Utility Network User Type Extensions( Enterprise) Enterprise Additional Capability Servers 2 ArcGIS Trace Network User Type Extensions( Enterprise) ArcGIS Image Server
OTHER BENEFITS
Number of Esri User Conference registrations provided annually 2 Number of Tier 1 Help Desk individuals authorized to call Esri 2 Maximum number of sets of backup media, if requested" 2 Five percent( 5%) discount on all individual commercially available instructor- led training classes at Esri facilities purchased outside this Agreement
Additional sets of backup media may be purchased for a fee
Customer may accept this Agreement by signing and returning the whole Agreement with ( i) the Quotation attached, ( ii) a purchase order, or( iii) another document that matches the Quotation and references this Agreement(" Ordering Document"). ADDITIONAL OR CONFLICTING TERMS IN CUSTOMER' S PURCHASE
ORDER OR OTHER DOCUMENT WILL NOT APPLY, AND THE TERMS OF THIS AGREEMENT WILL GOVERN. This Agreement is effective as of the date of Esri' s receipt of an Ordering Document, unless otherwise agreed to by the parties (" Effective Date").
Term of Agreement: Three ( 3) years
This Agreement supersedes any previous agreements, proposals, presentations, understandings, and arrangements between the parties relating to the licensing of the Products. Except as provided in Article 4— Product Updates, no modifications can be made to this Agreement.
Accepted and Agreed:
Customer)
By:
Authorized Signature
Printed Name:
Title:
Date:
CUSTOMER CONTACT INFORMATION
Contact: Telephone:
Address: Fax:
City, State, Postal Code: E- mail:
Country:
Quotation Number( if applicable):
I. O— ADDITIONAL DEFINITIONS Z. O— ADDITIONAL GRANT OF LICENSE In addition to the definitions provided in the Master 2. 1 Grant of License. Subject to the terms and Agreement, the following definitions apply to this conditions of this Agreement, Esri grants to Agreement: Customer a personal, nonexclusive,
nontransferable license solely to use, copy, and
Case" means a failure of the Software or Online Deploy quantities of the Products listed in Services to operate according to the Documentation Table A— List of Products for the Term of where such failure substantially impacts operational Agreement( i) for the applicable Fee and ( ii) in or functional performance. accordance with the Master Agreement.
Deploy", " Deployed" and " DeploymenY' mean to 2. 2 Consultant Access. Esri grants Customer the redistribute and install the Products and related right to permit Customer' s consultants or Authorization Codes within Customer' s contractors to use the Products exclusively for organization( s). Customer' s benefit. Customer will be solely responsible for compliance by consultants and
Fee" means the fee set forth in the Quotation. contractors with this Agreement and will ensure that the consultant or contractor discontinues
Maintenance" means Tier 2 Support, Product use of Products upon completion of work for updates, and Product patches provided to Customer Customer. Access to or use of Products by during the Term of Agreement. consultants or contractors not exclusively for Customer' s benefit is prohibited. Customer may
Master AgreemenY' means the applicable master not permit its consultants or contractors to install agreement for Esri Products incorporated by this Software or Data on consultant, contractor, or reference that is ( i) found at https:// www. esri. com/ en- third- party computers or remove Software or us/ leqal/ terms/ full- master- actreement and available in Data from Customer locations, except for the the installation process requiring acceptance by purpose of hosting the Software or Data on electronic acknowledgment or( ii) a signed Esri Contractor servers for the benefit of Customer. master agreement or license agreement that
supersedes such electronically acknowledged
master agreement. 3. 0— TERM, TERMINATION, AND EXPIRATION Product( s)" means the products identified in 3. 1 Term. This Agreement and all licenses Table A— List of Products and any updates to the list hereunder will commence on the Effective Date Esri provides in writing. and continue for the duration identified in the Term of Agreement, unless this Agreement is
Quotation" means the offer letter and quotation terminated earlier as provided herein. Customer provided separately to Customer. is only authorized to use Products during the Term of Agreement. For an Agreement with a
Technical Support" means the technical limited term, Esri does not grant Customer an assistance for attempting resolution of a reported indefinite or a perpetual license to Products.
Case through error correction, patches, hot fixes,
workarounds, replacement deliveries, or any other 3. 2 No Use upon Agreement Expiration or type of Product corrections or modifications. Termination. All Product licenses, all Maintenance, and Esri User Conference
Tier 1 Help Desk" means Customer' s point of registrations terminate upon expiration or contact( s) to provide all Tier 1 Support within termination of this Agreement.
Customer' s organization( s).
3. 3 Termination for a Material Breach. Either party
Tier 1 Support" means the Technical Support may terminate this Agreement for a material provided by the Tier 1 Help Desk. breach by the other party. The breaching party will have thirty( 30) days from the date of written
Tier 2 Support" means the Esri Technical Support notice to cure any material breach. provided to the Tier 1 Help Desk when a Case
cannot be resolved through Tier 1 Support. 3. 4 Termination for Lack of Funds. For an Agreement with government or governmentPage 3 of 6 August 31, 2021 owned entities, either party may terminate this than the defined Products will receive Maintenance.
Agreement before any subsequent year if Customer may acquire maintenance for other Customer is unable to secure funding through Software outside this Agreement. the legislative or governing body' s approval
process. a. Tier 1 Support
3. 5 Follow- on Term. If the parties enter into 1. Customer will provide Tier 1 Support another agreement substantially similar to this through the Tier 1 Help Desk to all Agreement for an additional term, the effective Customer' s authorized users. date of the follow- on agreement will be the day
after the expiration date of this Agreement. 2. The Tier 1 Help Desk will be fully trained in the Products.
4. 0— PRODUCT UPDATES 3. At a minimum, Tier 1 Support will include those activities that assist the user in
4. 1 Future Updates. Esri reserves the right to resolving how- to and operational questions update the list of Products in Table A— List of as well as questions on installation and Products by providing written notice to troubleshooting procedures.
Customer. Customer may continue to use all
Products that have been Deployed, but support 4. The Tier 1 Help Desk will be the initial point and upgrades for deleted items may not be of contact for all questions and reporting of a available. As new Products are incorporated into Case. The Tier 1 Help Desk will obtain a full the standard program, they will be offered to description of each reported Case and the Customer via written notice for incorporation into system configuration from the user. This the Products schedule at no additional charge. may include obtaining any customizations, Customer' s use of new or updated Products code samples, or data involved in the Case. requires Customer to adhere to applicable
additional or revised terms and conditions in the 5. If the Tier 1 Help Desk cannot resolve the Master Agreement. Case, an authorized Tier 1 Help Desk
individual may contact Tier 2 Support. The
4. 2 Product Life Cycle. During the Term of Tier 1 Help Desk will provide support in such Agreement, some Products may be retired or a way as to minimize repeat calls and make may no longer be available to Deploy in the solutions to problems available to identified quantities. Maintenance will be subject Customer' s organization. to the individual Product Life Cycle Support
Status and Product Life Cycle Support Policy, 6. Tier 1 Help Desk individuals are the only which can be found at individuals authorized to contact Tier 2 https:// support. esri. com/ en/ other- Support. Customer may change the Tier 1 resources/ product- life- cvcle. Updates for Help Desk individuals by written notice to Products in the mature and retired phases may
Esri.
not be available. Customer may continue to use
Products already Deployed, but Customer will b. Tier 2 Support not be able to Deploy retired Products. 1. Tier 2 Support will log the calls received from Tier 1 Help Desk.
5. 0— MAINTENANCE 2. Tier 2 Support will review all information collected by and received from the Tier 1
The Fee includes standard maintenance benefits Help Desk including preliminary documented during the Term of Agreement as specified in the troubleshooting provided by the Tier 1 Help most current applicable Esri Maintenance and Desk when Tier 2 Support is required.
Support Program document( found at
https:// www. esri. com/ en- 3. Tier 2 Support may request that Tier 1 Help us/ leqal/ terms/ maintenance). At Esri' s sole Desk individuals provide verification of discretion, Esri may make patches, hot fixes, or information, additional information, or updates available for download. No Software other answers to additional questions to
supplement any preliminary information operate, or allow access to the Products. If this gathering or troubleshooting performed by is a multi-year Agreement, Esri may invoice the Tier 1 Help Desk. Fee up to thirty( 30) calendar days before the annual anniversary date for each year.
4. Tier 2 Support will attempt to resolve the
Case submitted by Tier 1 Help Desk. b. Undisputed invoices will be due and payable
5. When the Case is resolved, Tier 2 Support
within thirty( 30) calendar days from the date of
will communicate the information to Tier 1
invoice. Esri reserves the right to suspend
Help Desk, and Tier 1 Help Desk will
Customer' s access to and use of Products if
disseminate the resolution to the user( s).
Customer fails to pay any undisputed amount
owed on or before its due date. Esri may charge
Customer interest at a monthly rate equal to the
lesser of one percent( 1. 0%) per month or the
6. 0— ENDORSEMENT AND PUBLICITY maximum rate permitted by applicable law on any overdue fees plus all expenses of collection
This Agreement will not be construed or interpreted for any overdue balance that remains unpaid as an exclusive dealings agreement or Customer' s
ten ( 10) days after Esri has notified Customer of
endorsement of Products. Either party may publicize the past- due balance. the existence of this Agreement.
c. Esri' s federal ID number is 95- 2775- 732.
7. 0— ADMINISTRATIVE REQUIREMENTS d. If requested, Esri will ship backup media to the ship- to address identified on the Ordering
7. 1 OEM Licenses. Under Esri' s OEM or Solution Document, FOB Destination, with shipping OEM programs, OEM partners are authorized to charges prepaid. Customer acknowledges that embed or bundle portions of Esri products and should sales or use taxes become due as a services with their application or service. OEM result of any shipments of tangible media, Esri partners' business model, licensing terms and has a right to invoice and Customer will pay any conditions, and pricing are independent of this such sales or use tax associated with the receipt Agreement. Customer will not seek any discount of tangible media. from the OEM partner or Esri based on the
availability of Products under this Agreement. 8. 2 Order Requirements. Esri does not require Customer will not decouple Esri products or Customer to issue a purchase order. Customer services from the OEM partners' application or may submit a purchase order in accordance with service. its own process requirements, provided that if Customer issues a purchase order, Customer
7. 2 Annual Report of Deployments. At each will submit its initial purchase order on the anniversary date and ninety( 90) calendar days Effective Date. If this is a multi- year Agreement, prior to the expiration of this Agreement, Customer will submit subsequent purchase Customer will provide Esri with a written report orders to Esri at least thirty( 30) calendar days detailing all Deployments. Upon request, before the annual anniversary date for each Customer will provide records sufficient to verify year. the accuracy of the annual report.
a. All orders pertaining to this Agreement will be
processed through Customer' s centralized point
8. 0— ORDERING, ADMINISTRATIVE of contact.
PROCEDURES, DELIVERY, AND
DEPLOYMENT
b. The following information will be included in
each Ordering Document:
8. 1 Orders, Delivery, and Deployment 1) Customer name; Esri customer number, if known; and bill- to and ship- to addresses
a. Upon the Effective Date, Esri will invoice 2) Order number Customer and provide Authorization Codes to
3) Applicable annual payment due
activate the nondestructive copy protection
program that enables Customer to download,
9. O— MERGERS, ACQUISITIONS, OR
DIVESTITURES
If Customer is a commercial entity, Customer will
notify Esri in writing in the event of( i) a
consolidation, merger, or reorganization of Customer
with or into another corporation or entity;
ii) Customer's acquisition of another entity; or( iii) a transfer or sale of all or part of Customer's
organization ( subsections i, ii, and iii, collectively referred to as" Ownership Change"). There will be
no decrease in Fee as a result of any Ownership
Change.
9. 1 If an Ownership Change increases the
cumulative program count beyond the maximum
level for this Agreement, Esri reserves the right
to increase the Fee or terminate this Agreement
and the parties will negotiate a new agreement.
9. 2 If an Ownership Change results in transfer or
sale of a portion of Customer' s organization, that
portion of Customer's organization will transfer
the Products to Customer or uninstall, remove,
and destroy all copies of the Products.
9. 3 This Agreement may not be assigned to a
successor entity as a result of an Ownership
Change unless approved by Esri in writing in
advance. If the assignment to the new entity is
not approved, Customer will require any
successor entity to uninstall, remove, and
destroy the Products. This Agreement will
terminate upon such Ownership Change.