THE
SCIENCE
esri
OF
WHERE™
May 20, 2021
Mr. Michael Machado
City of Merced
678 W 18th St
Merced, CA 95340
Dear Michael,
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 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.
• 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 [email protected]
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 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 PURCHASE ORDER IS GOVERNED BY THE TERMS AND CONDITIONS OF THE ESRI
SMALL MUNICIPAL AND COUNTY GOVERNMENT EA, AND ADDITIONAL TERMS AND CONDITIONS IN THIS PURCHASE 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/agreement 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
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 e-mail: [email protected]
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,
Corey Welsh
THE
Esri Use Only: SCIENCE
Cust. Name City of Merced esri OF
WHERE®
Cust. # 112160
PO #
Esri Agreement #_ 00299209.0
SMALL ENTERPRISE AGREEMENT
COUNTY AND MUNICIPALITY GOVERNMENT
(E214-3)
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 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 250 ArcGIS Online Viewers ArcGIS Enterprise and Workgroup 250 ArcGIS Online Creators (Advanced and Standard) 37,500 ArcGIS Online Service Credits ArcGIS Monitor 250 ArcGIS Enterprise Creators
ArcGIS Enterprise Extensions: ArcGIS 3D Analyst, 5 ArcGIS Insights in ArcGIS Enterprise ArcGIS Spatial Analyst, ArcGIS Geostatistical Analyst, 5 ArcGIS Insights in ArGIS Online 50 ArcGIS Tracker for ArcGIS Enterprise
ArcGIS Network Analyst, ArcGIS Schematics, ArcGIS 50 ArcGIS Tracker for ArcGIS Online Workflow Manager
4 ArcGIS Parcel Fabric User Type Extensions (Enterprise) 4 ArcGIS Utility Network User Type Extensions (Enterprise) Enterprise Additional Capability Servers
ArcGIS Image Server
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* 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, (i) 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:
City of Merced
(Customer)
APPROVED AS TO FORM:
By: - Stephane Litz
Authorized Signature Pruda A MA
Printed Name: Stephanie Dietz PHAEDRA A. NORTON Date
Title: City Manager City Attorney
Date: August 3, 2021
CUSTOMER CONTACT INFORMATION
Contact: Public Works, Attn: Michael Machado Telephone: 209-385-6800 Address: 1776 Grogan Avenue Fax:
City, State, Postal Code: Merced, CA 95341 E-mail: [email protected] [email protected]
Country: USA
Quotation Number (if applicable): Q-428987
Approved as to Form:
Environmental Systems Research Institute, Inc. ATTEST: CITY
CITY CLERK
By: AMerino
Name: Alejandra Merino
Title: Manager, International Contracts
Date: June 18,2021
Account Number. multiple Acct Lines -see attached
FY 21/22 #55,000.00
Fy.22123, 55,000.00
Amount 55.000.00
Fy 23.24
Total IF1605,000.00
VERIFIED
BY:
Finance Officer
FINANCE ENTRY
Contract No: 301650
Vendor Number: 14737
P.O. Number: 142609
Funds Available: yes. us 7/30121
07/09/21
/L 8/2/21
ESRI Contract Funding Breakdown - FY 2021-22 to FY 2023-24 • count Department Amount
084-0955-522-17-00 4s $
3,410.00 6%
001-1003-522-17-00 Police 3,410.00 6%
001-1005-522-17-00 Code Enforcement -Police 3,410.00 v 6% 001-2002-572-17-00 Economic Development $ 3,410.00V 6%
017-0803-532-17-00 Engineering $ 3,410.00v 6%
017-0804-5\2-17-00 J Planning 3,410.00~ 6%
017-0805-512-17-00 Inspection $ 3,410.00 6%
070-1301-552,29-004 Housing 3,410.00 6%
022-1104-532-17-00 Street 3,410.00 6%
553-1107-532-17-00 Sewer 4,693.33 9%
553-1114-532-17-00 Storm Drain $ 4,693.33 9%
557-1106-532-17-00 Water $ 4,693.34/ 9%
558-1122-532-17-00 Street Trees $ 3,410.00 6%
558-1112-532-17-00 Refuse 3,410.00 6%
561-1303-562-17-00 Airport 3,410.00 6%
TOTAL: $ 55,000.00
N: \SHARED\PUBWORKS\_Administration\Budget\2021-2022\ESRI Spread 21-22.xIsx
1.0-ADDITIONAL DEFINITIONS 2.0—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 iii) in or functional performance. accordance with the Master Agreement. "Deploy", "Deployed" and "Deployment" 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 Agreement" 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/legal/terms/full-master-agreement 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 "Products)" 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 government-
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-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 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/legal/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 within thirty (30) calendar days from the date of
5. When the Case is resolved, Tier 2 Support invoice. Esri reserves the right to suspend will communicate the information to Tier 1 Customer's access to and use of Products if Help Desk, and Tier 1 Help Desk will Customer fails to pay any undisputed amount disseminate the resolution to the user(s). 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 b. The following information will be included in
DEPLOYMENT
each Ordering Document:
8.1 Orders, Delivery, and Deployment (1) Customer name; Esri customer number, if known; and bill-to and ship-to addresse
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,
9.0—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, lI, 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, 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.
Quotation # Q-428987
THE
SCIENCE
esri OF
WHERE"
Date: May 20, 2021
Environmental Systems Research Institute, Inc. Customer # 112160 Contract # 380 New York St
Redlands, CA 92373-8100 City of Merced
Phone: (909) 793-2853 Fax: (909) 307-3049 Public Works
DUNS Number: 06-313-4175 CAGE Code: 0AMS3 678 W 18th St Merced, CA 95340
To expedite your order, please attach a copy of ATTENTION: Michael Machado this quotation to your purchase order. PHONE: (209) 384-5789 Quote is valid from: 12/14/2020 To: 10/21/2021 EMAIL: [email protected] Material Qty Term Unit Price Total
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 $55,000.00
Populations of 50,001 to 100,000 Small Government Term Enterprise License Agreement 168179 1 Year 3 $55,000.00 $55,000.00
Populations of 50,001 to 100,000 Small Government Term Enterprise License Agreement Subtotal: $165,000.00
Sales Tax: $0.00
Estimated Shipping and Handling (2 Day Delivery): $0.00 Contract Price Adjust: $0.00
Total: $165,000.00 /
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:
Corey Welsh [email protected] (916) 448-2412 x1736 x1736
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/content/dam/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 https://go.esri.com/MAPS apply to your purchase of that item. Federal government entities and 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/terms/state-supplemental apply to some state and local government purchases. All terms of this quotation will be incorporated into and become part of any additional agreement regarding Esri's offerings. Acceptance of this quotation is limited to the terms of this quotation. Esri objects to and expressly rejects any different or additional terms contained in any purchase order, offer, or confirmation sent to or to be sent by buyer. Unless prohibited by law, the quotation information is confidential and may not be copied or released other than for the express purpose of system selection and purchase/license. The information may not be given to outside parties or used for any other purpose without consent from Esri. Delivery is FOB Origin.
WELSHC This offer is limited to the terms and conditions incorporated and attached herein.