ITEM 4. 8
CITY MANAGER' S REPORT
MARCH 9, 2026 CITY COUNCIL REGULAR MEETING
ITEM:
RECOMMENDATION:
APPROVE THE SOFTWARE EXTENSION WITH
ENVIRONMENTAL SYSTEMS RESEARCH
INSTITUTE, INC. FOR GEOGRAPHIC
INFORMATION SYSTEMS SOFTWARE
SUBSCRIPTION
Adopt a Resolution to Approve the Software
Extension with Environmental Systems
Research Institute, Inc. for Geographic
Information Systems Software Subscription
SUMMARY:
The Geographic Information Systems ( GIS) software subscription approved by City Council for a three ( 3) year term in February 2023 is set to terminate in March 2026.
Extension of this software subscription is required prior to the termination date of March 27, 2026 to ensure no disruption to the services utilized by City staff to perform daily functions.
GIS software supports the water, wastewater, recycled water, and storm drainage utilities and is required for regulatory compliance. This software is used by City staff to manage these utilities throughout the City.
Staff is requesting for City Council to approve a three ( 3) year extension of the software licensing for GIS with Environmental Systems Research Institute, Inc.
ESRI) for a sum not to exceed $ 90, 600. Sufficient funds for this expense are budgeted within the fiscal years 25-6 and 26-7.
BACKGROUND:
Since 2011 the City has used the Geographic Information Systems ( GIS) software platform provided by ESRI to manage utilities throughout the City and to maintain regulatory compliance for water, wastewater, recycled water, and storm drainage utilities. Previously, City Council approved for a three ( 3) year term extension of this software subscription in February 2023. This term is set to terminate in March 2026.
Extension of this software subscription is required prior to the termination date of March 27, 2026 to ensure no disruption to the services utilized by City staff to perform daily functions.
This extension is pursuant to Lathrop Municipal Code ( LMC) 2. 36. 110( b) because ESRI is the sole provider of their GIS software and they do not sell through third party distributors.
CITY MANAGER' S REPORT PAGE 2
MARCH 9, 2026 CITY COUNCIL REGULAR MEETING
APPROVE THE SOFTWARE SUBSCRIPTION EXTENSIONS ENVIRONMENTAL SYSTEMS RESEARCH INSTITUTE, INC. FOR GEOGRAPHIC INFORMATION
SYSTEMS SOFTWARE SUBSCRIPTION
Staff is requesting for City Council to approve a three ( 3) year extension of the software licensing for GIS with ESRI for a sum not to exceed $ 90, 600. Sufficient funds for this expense are budgeted within the fiscal years 25-6 and 26-7.
REASON FOR RECOMMENDATION:
To maintain effective management for utilities and ensure compliance with regulatory standards for potable water, storm drainage, wastewater and recycled water systems.
FISCAL IMPACT:
Sufficient funds have been included within the City Council approved budget for fiscal years 25-6 and 26-7.
ATTACHMENTS:
A. Resolution to Approve the Software Extension with Environmental Systems Research Institute, Inc. for Geographic Information Systems Software Subscription.
B. Redacted PO # 2026- 513 with Environmental Systems Research Institute, Inc. for Geographic Information Systems Software Subscription.
CITY MANAGER' S REPORT PAGE 3
MARCH 9, 2026 CITY COUNCIL REGULAR MEETING
APPROVE THE SOFTWARE SUBSCRIPTION EXTENSIONS ENVIRONMENTAL SYSTEMS RESEARCH INSTITUTE, INC. FOR GEOGRAPHIC INFORMATION
SYSTEMS SOFTWARE SUBSCRIPTION
APPROVALS:
lg- D- cD6
Fernandes Date
Information Systems Director
Cari Ja
Finance ' ire ctor
Thomas Hedegar
Deputy City Manager
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Date
Date
Salvador Navarrete Date
City Attorney
Z • Ltd. •2. 4D
Stephen J. Salvatore Date
City Manager
RESOLUTION NO. 26 -
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LATHROP TO
APPROVE THE SOFTWARE EXTENSION WITH ENVIRONMENTAL SYSTEMS RESEARCH INSTITUTE, INC. FOR GEOGRAPHIC INFORMATION SYSTEMS
SOFTWARE SUBSCRIPTION
WHEREAS, the Geographic Information Systems ( GIS) software subscription approved by City Council for a three ( 3) -year term in February 2023 is scheduled to expire on March 27, 2026; and
WHEREAS GIS software supports the City' s water, wastewater, recycled water, and storm drainage utilities and is essential for regulatory compliance; and WHEREAS, the system is utilized by multiple City departments, including Planning and Business Development, for mapping, land use analysis, infrastructure planning, development review, and data -driven decision - making; and WHEREAS, staff is requesting City Council approval of a three ( 3) -year extension of the GIS software licensing agreement with Environmental Systems Research Institute, Inc. (ESRI), in an amount not to exceed $ 90, 600; and WHEREAS, sufficient funds for this expense are budgeted in Fiscal Years 2025-6 and 2026-7
NOW, THEREFORE, BE IT RESOLVED, the City Council of the City of Lathrop does hereby approve for the City Manager to authorize the software extension with ESRI for GIS software subscription in the amount not to exceed $ 90, 600 for a three 3) year term.
The foregoing resolution was passed and adopted this 9th day of March, by the following vote of the City Council, to wit:
AYES:
NOES:
ABSENT:
ABSTAIN:
Paul Akinjo, Mayor
ATTEST: APPROVED AS TO FORM:
Teresa Vargas, City Clerk Salvador Navarrete, City Attorney Docusign Envelope ID: 2F72163B- 2360- 4034- 903A- B9F9A86F1388 The parties to this agreement
are:
Vendor No. 513
ESRI
P. O. Box 741076
0 Los Angeles, CA 90074- 176
9,
CO 390 Towne Centre Dr
Lathrop, CA 95330
0 Cl) 390 Towne Centre Dr
2 Lathrop, CA 95330
Purchase Order
No. 2026- 00000513
Date 2/ 10/26
Attachment B
PURCHASE ORDER NUMBER MUST
APPEAR ON ALL INVOICES, SHIPPERS, BILL
OF LADING AND CORRESPONDENCE
DELIVER BY
SHIP VIA
FREIGHT TERMS
PAGE
ORIGINATOR
1 of 3
Emily Malay
QUANTITY I UNIT I DESCRIPTION I UNIT COST I TOTAL COST
1. 00
1. 00
1. 00
EACH
EACH
EACH
Year 1 - 3/ 27/6 - 3/ 26/7
Year 2 - 3/ 27/7 - 3/ 28/8
Year 3 - 3/ 27/8 - 3/ 26/9
30, 200. 0000
30, 200. 0000
30, 200. 0000
This order is subject to quotation # Q- 564514 and Small Enterprise Agreement # 00349455. 0, copies of both are attached hereto and incorporated herein by reference.
DocuSigned by:
c 1(`FulAAt,ILs
F54101 RAM
2/5/026
CITY OF LATHROP
RECOMMENDED FOR APPROVAL DATE
CITY OF LATHROP
APPROVED BY
Special Instructions
DATE
QSSigned byy::: i L
GGLJ4K 4 // w. R" / G,,,
55RRf14FFRFiFQd1I
30, 200. 0
30, 200. 0
30, 200. 0
90, 600. 0
2/5/026
VENDOR ( Signature)
APPROVED BY
Annette Kazandjian
DATE
2/5/026
VENDOR ( Print Name)
APPROVED BY DATE
Software Subscription Extension for ESRI ArcGIS Software Platform Licensing. NWS Contract # 26-05 Term: 3/ 27/6 - 3/ 28/9 Quote # Q- 564514
Docusign Envelope ID: 2F72163B- 2360- 4034- 903A- B9F9A86F1388 ZfrENCE esri. OF
WHERE"
Environmental Systems Research Institute, Inc.
380 New York St
Redlands, CA 92373- 8100
Phone: ( 909) 793- 2853
DUNS Number: 06- 313- 4175 CAGE Code: OAMS3
To expedite your order, please attach a copy of
this quotation to your purchase order.
Quote is valid from: 1/ 8/ 2026 To: 4/ 8/ 2026
Material Qty Term
193204 1 Year 1
Quotation # Q- 564514
Date: January 8, 2026
Customer # 431667 Contract #
City of Lathrop
Utilities Dept
390 Towne Centre Dr
Lathrop, CA 95330-58
ATTENTION: Tony Fernandes
PHONE: ( 209) 941- 7349
EMAIL: ternandes@ci. lathrop. ca. us
Populations of 0 to 25, 000 Small Government Enterprise Agreement Annual Subscription 193204 1 Year 2
Populations of 0 to 25, 000 Small Government Enterprise Agreement Annual Subscription 193204 1 Year 3
Populations of 0 to 25, 000 Small Government Enterprise Agreement Annual Subscription Unit Price
30, 200. 0
30, 200. 0
30, 200. 0
Total
30, 200. 0
30, 200. 0
30, 200. 0
Subtotal:
Sales Tax:
Estimated Shipping and Handling ( 2 Day Delivery):
Contract Price Adjust:
Total:
Esri may charge a fee to cover expenses related to any customer requirement to use a proprietary vendor management, procurement, or invoice program. 90, 600. 0
0.0 0.0
0.0 90, 600. 0
For questions contact:
Jesse Gonzalez
Email: Phone:
jesse_ gonzalez@esri. com ( 909) 793- 2853 x1106
The items on this quotation are subject to and governed by the terms of this quotation, the most current product specific scope of use document found at https:// assets. esri. com/ontent/ dam/ esrisites/ media/ legl/ product- specific- terms- ofuse/ 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 https:// go. esri. com/ MAPS apply to your purchase of that item. If any item is quoted with a multi - year payment schedule, Esri may invoice at least 30 days in advance of each anniversary date without the issuance or a Purchase Order, and Customer is required to make all payments without right of cancellation. Third - party data sets included in a quotation as separately licensed items will only be provided and invoiced if Esri is able to provide such data and will be subject to the applicable third -party' s terms and conditions. If Esri is unable to provide any such data set, Customer will not be responsible for any further payments for the data set. US Federal government entities and US government prime contractors authorized under FAR 51. 1 may purchase under the terms of Esri' s GSA Federal Supply Schedule. Supplemental terms and conditions found at https:// www, esri. com/ en- us/ legal/ trms/ state-upplemental 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' sofferings. 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.
GONZALEZJ This offer is limited to the terms and conditions incorporated and attached herein.
Docusign Envelope ID: 2F72163B- 2360- 4034- 903A- B9F9A86F1388 Esri Use Only:
Cust. Name
Cust. #
PO #
Esri Agreement # 0034945511
esri
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
Uncapped Quantities ( annual subscription)
ArcGIS Enterprise Software and Extensions
ArcGIS Enterprise ( Advanced and Standard)
ArcGIS Monitor
ArcGIS Enterprise Extensions: ArcGIS 3D Analyst, ArcGIS Spatial Analyst, ArcGIS Geostatistical Analyst, ArcGIS
Network Analyst, ArcGIS Data Reviewer
ArcGIS Enterprise Additional Capability Servers
ArcGIS Image Server
ArcGIS Online User Types
ArcGIS Online Viewer User Type
ArcGIS Enterprise User Types
ArcGIS Enterprise Viewer User Type
Capped Quantities ( annual subscription
ArcGIS Online User Types ArcGIS Enterprise User Types
ArcGIS Online Contributor User Type 15 ArcGIS Enterprise Contributor User Type 15 ArcGIS Online Mobile Worker User Type 100 ArcGIS Enterprise Mobile Worker User Type 100 ArcGIS Online Creator User Type 100 ArcGIS Enterprise Creator User Type 100 ArcGIS Online Professional User Type 20 ArcGIS Enterprise Professional User Type 20 ArcGIS Online Professional Plus User Type 20 ArcGIS Enterprise Professional Plus User Type 20 ArcGIS Pro (Add- on Apps) for ArcGIS Online Creator or
Professional User Type
ArcGIS Pro ( Add- on Apps) for ArcGIS Enterprise
Creator or Professional User Type
ArcGIS 3D Analyst, ArcGIS Data Reviewer,
ArcGIS Geostatistical Analyst, ArcGIS Network
Analyst, ArcGIS Publisher, ArcGIS Spatial
Analyst, ArcGIS Workflow Manager, ArcGIS
Image Analyst
20 each
ArcGIS 3D Analyst, ArcGIS Data Reviewer,
ArcGIS Geostatistical Analyst, ArcGIS Network
Analyst, ArcGIS Publisher, ArcGIS Spatial
Analyst, ArcGIS Workflow Manager, ArcGIS
Image Analyst
20 each
ArcGIS Online Apps and Other ArcGIS Enterprise Apps and Other ArcGIS Location Sharing for ArcGIS Online 20 ArcGIS Location Sharing for ArcGIS Enterprise 20 ArcGIS Online Service Credits 50, 000
ArcGIS Advanced Editing User Type Extension
for ArcGIS Enterprise
15 Other Benefits
Number of Esri User Conference registrations provided annually 2 Number of Tier 1 Help Desk individuals authorized to call Esri 2 Five percent ( 5%) discount on all individual commercially available instructor -led training classes at Esri facilities purchased outside this Agreement
Docusign Envelope ID: 2F72163B- 2360- 4034- 903A- B9F9A86F1388 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' SPURCHASE
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) vears
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):
Docusign Envelope ID: 2F72163B- 2360- 4034- 903A- B9F9A86F1388
1. O - 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 ( i) found at https:// www. esri. com/ enus/ legal/ 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 agreement.
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' spoint of
contact( s) to provide all Tier 1 Support within
Customer' sorganization( s).
Tier 1 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.
2. O -ADDITIONAL GRANT OF LICENSE
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 (i) for the applicable Fee and ( ii) in
accordance with the Master Agreement.
2. Consultant Access. Esri grants Customer the
right to permit Customer' sconsultants or
contractors to use the Products exclusively for
Customer' sbenefit. 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' sbenefit 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. O - TERM, TERMINATION, AND 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
Termination. All Product licenses, all
Maintenance, and Esri User Conference
registrations terminate upon expiration or
termination of this Agreement.
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 -
Docusign Envelope ID: 2F72163B- 2360- 4034- 903A- B9F9A86F1388 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' sapproval
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.
4. O -PRODUCT UPDATES
4. 1 Future Updates. Esri reserves the right to
update the list of Products in Table A —List of
Products by providing written notice to
Customer. Customer may continue to use all
Products that have been Deployed, but support
and upgrades for deleted items may not be
available. As new Products are incorporated into
the standard program, they will be offered to
Customer via written notice for incorporation into
the Products schedule at no additional charge.
Customer' s use of new or updated Products
requires Customer to adhere to applicable
additional or revised terms and conditions in the
Master Agreement.
4. 2 Product Life Cycle. During the Term of
Agreement, some Products may be retired or
may no longer be available to Deploy in the
identified quantities. Maintenance will be subject
to the individual Product Life Cycle Support
Status and Product Life Cycle Support Policy,
which can be found at
https:// su oport. esri. com/ en/ otherresources/ product- life- cycle. Updates for Products in the mature and retired phases may
not be available. Customer may continue to use
Products already Deployed, but Customer will
not be able to Deploy retired Products.
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
httbs:// www. esri. com/ enus/ legal/ terms/ maintenance). At Esri' s sole discretion, Esri may make patches, hot fixes, or
updates available for download. No Software other
than the defined Products will receive Maintenance.
Customer may acquire maintenance for other
Software outside this Agreement.
a. Tier 1 Support
1. Customer will provide Tier 1 Support
through the Tier 1 Help Desk to all
Customer' s authorized users.
2. The Tier 1 Help Desk will be fully trained in
the Products.
3. At a minimum, Tier 1 Support will include
those activities that assist the user in
resolving how- to and operational questions
as well as questions on installation and
troubleshooting procedures.
4. The Tier 1 Help Desk will be the initial point
of contact for all questions and reporting of a
Case. The Tier 1 Help Desk will obtain a full
description of each reported Case and the
system configuration from the user. This
may include obtaining any customizations,
code samples, or data involved in the Case.
5. If the Tier 1 Help Desk cannot resolve the
Case, an authorized Tier 1 Help Desk
individual may contact Tier 2 Support. The
Tier 1 Help Desk will provide support in such
a way as to minimize repeat calls and make
solutions to problems available to
Customer' s
organization.
6. Tier 1 Help Desk individuals are the only
individuals authorized to contact Tier 2
Support. Customer may change the Tier 1
Help Desk individuals by written notice to
Esri.
b. Tier 2 Support
1. Tier 2 Support will log the calls received
from Tier 1 Help Desk.
2. Tier 2 Support will review all information
collected by and received from the Tier 1
Help Desk including preliminary documented
troubleshooting provided by the Tier 1 Help
Desk when Tier 2 Support is required.
3. Tier 2 Support may request that Tier 1 Help
Desk individuals provide verification of
information, additional information, or
answers to additional questions to
Docusign Envelope ID: 2F72163B- 2360- 4034- 903A- B9F9A86F1388 supplement any preliminary information
gathering or troubleshooting performed by
Tier 1 Help Desk.
4. Tier 2 Support will attempt to resolve the
Case submitted by Tier 1 Help Desk.
5. When the Case is resolved, Tier 2 Support
will communicate the information to Tier 1
Help Desk, and Tier 1 Help Desk will
disseminate the resolution to the user( s).
6. 0 -ENDORSEMENT AND PUBLICITY
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 REQUIREMENTS
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 Products under 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. 0 -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. Esri' sfederal 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 Customer' scentralized point
of contact.
b. The following information will be included in
each Ordering Document:
1) Customer name; Esri customer number, if
known; and bill -to and ship -to addresses
2) Order number
3) Applicable annual payment due
Docusign Envelope ID: 2F72163B- 2360- 4034- 903A- B9F9A86F1388
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' sacquisition 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' sorganization 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.
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