2. Customer may reassign a Named User License to another user if the former user no longer requires access to the Software or Online Services.
3. Customer may not add third parties as Named Users, other than third parties included within the definition of Named Users.
b. Anonymous Users. Anonymous Users may only access Software or Online Services through Value-Added Applications that provide access to services or Content, that has been published for shared access through the use of Sharing Tools.
2.6 Value-Added Applications.
1. Customer is responsible for the development, operation, and technical support of Customer Content and Value-Added Applications.
2. Customer may not embed a Named User Credential into Value-Added Applications. Value-Added Applications that enable access to Customer Content that is not publicly shared through the use of Sharing Tools must require individual users to log in to the application(s) with their unique Named User login credentials.
3. Customer may embed an App Login Credential into Value-Added Applications that provide access by Anonymous Users to services or Content, that has been published for shared access by Anonymous Users through the use of Sharing Tools.
4. Customer may not embed an App Login Credential into Value-Added Applications that enables access to Customer Content that is not publicly shared through the use of Sharing Tools. Value-Added Applications that enable access to Customer Content that is not publicly shared through the use of Sharing Tools must require individual users to log in to the application(s) with their unique Named User login credentials.
5. Customer may not provide a third party, other than third parties included within the definition of Named Users, with access to Software or Online Services, other than through Customer’s Value-Added Application(s).
6. Customer may transfer Value-Added Applications to any third party for use in conjunction with the third party’s own Software license or Online Services Subscription.
7. Customer is responsible for ensuring that the access or use of Esri Offerings within its Value-Added Applications complies with the legal and regulatory requirements in all jurisdictions in which the Value- Added Applications are made available.
2.7 Limited-Use Programs.
a. Trial, Evaluation, and Beta Programs. Products acquired under a trial, evaluation, or Beta program are licensed for evaluation and testing purposes only and not for commercial use. Any such use is at Customer’s own risk, and the Products do not qualify for Maintenance. If Customer does not convert to a purchased license or subscription prior to the expiration of the trial, evaluation, or Beta license, Customer may lose any Customer Content and customizations made during the license term. If Customer does not wish to purchase a license or subscription, Customer should export such Customer Content before the license expires. b. Educational Programs. Customer agrees to use Products provided under an educational program solely for educational purposes during the educational use Term. Customer shall not use Products for any Administrative Use unless Customer has acquired an Administrative Use license. “Administrative Use” means administrative activities that are not directly related to instruction or education, such as asset mapping, facilities management, demographic analysis, routing, campus safety, and accessibility analysis. Customer shall not use Products for revenue-generating or for-profit purposes. c. Grant Programs. Customer may use Products provided under a grant program for noncommercial purposes only. Except for cost recovery of using and operating the Products, Customer shall not use Products for revenue-generating or for-profit purposes.
d. Other Esri Limited-Use Programs. If Customer acquires Products under any limited-use program not listed above, Customer’s use of the Products may be subject to the terms set forth in the applicable launching page or enrollment form or as described on Esri’s website in addition to the nonconflicting terms of this Agreement.
3.0 DATA
3.1 Definitions. The following definitions supplement the definitions provided in Attachment A:
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a. “Business Listing Data” means any dataset that includes a list of businesses and may include other associated business attributes.
b. “Esri Content Package(s)” means a digital file containing Online Services basemap Data extracted from the Online Services.
c. “Street Data” means Data that includes or depicts information about roads, streets, and related features.
3.2 Permitted Uses.
a. Unless otherwise authorized in writing, Customer may only use Data with the Products for which Esri has provided the Data.
b. Subject to the restrictions set forth in this Agreement and provided that Customer affixes an attribution statement to the Data representations acknowledging Esri or its applicable licensor(s) as the source of the portion(s) of the Data used for the Data representation, Customer may:
1. Create representations of Data in hard-copy or static, electronic format (e.g., PDF, GIF, JPEG, HTML); in ArcGIS Web Maps; or in Esri Story Maps apps for the purposes of visualizing Data (including basic interactions such as panning, zooming, and identifying map features with simple pop-ups); and
2. Use and include such representations of Data in presentation packages, marketing studies, or other reports or documents containing map images or data summaries derived from the use of Esri Products to third parties.
c. Customer may take Online Services basemaps offline through Esri Content Packages and subsequently deliver (transfer) them to any device for use with licensed ArcGIS Runtime applications and ArcGIS Desktop.
Customer may not otherwise scrape, download, or store Data. d. Customer may make any internal use of geocoded results that are obtained and stored in compliance with this Agreement. Customer may not redistribute geocoded results except to (i) use and/or display on a map in connection with Customer’s public, non-revenue generating website(s), (ii) permit access to third-parties for the purposes of Customer’s business, or (iii) deliver to third parties, on a noncommercial/non-revenue generating basis, static results, static output or static base map renderings.
3.3 Use Restrictions.
a. Customer may not act directly or authorize its customers to cobrand Data, use Data in any unauthorized service or product, or offer Data through or on behalf of any third party. b. Customer may not use or allow third parties to use Data, for the purpose of compiling, enhancing, verifying, supplementing, adding to, or deleting from compilation of information that is sold, rented, published, furnished, or in any manner provided to a third party.
c. Business Listing Data. Unless authorized in writing, Customer may not use Business Listing Data for any direct marketing purposes, resale publication, or distribution to any third party as part of any mailing list, directory, classified advertising, or other compilation of information. d. Street Data. Customer may use Street Data for mapping, geocoding, routing, and transportation network analysis purposes. Unless otherwise authorized in writing, Customer may not use Street Data for
1. Real-time navigational guidance, including alerting a user about upcoming maneuvers, such as warning of an upcoming turn or calculating an alternate route if a turn is missed;
2. Synchronized multivehicle routing; or
3. Synchronized route optimization.
e. Business Analyst Data. Customer may cache Data provided with ArcGIS Business Analyst Mobile App on a mobile device for use in conjunction with its use of ArcGIS Business Analyst Server. Customer may not otherwise cache or download such Data.
f. Partial Dataset Licenses: If Customer orders a subset of a dataset (e.g., a country, region, state, or local portion of a global database), Customer may use only the licensed subset, not any other portion of the full dataset.
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g. Michael Bauer Research International Boundaries Data (“MBR Data”). Customer’s right to use data downloaded to Customer’s premises (e.g., MBR Data stored in ArcGIS Enterprise, ArcGIS Desktop) terminates 2 years after download.
h. Customer may not use Data outside of the Software and Online Services to teach or train machine systems, models, software, databases, algorithms, and programs, including neural networks (“AI/ML Systems”) that learn from experience, adjust to new inputs, and perform humanlike tasks, which allow those systems to sense, comprehend, act and learn.
3.4 Supplemental Terms and Conditions for Data. Certain Data licensors require Esri to flow down additional attribution requirements and terms of use to Customer. These terms supplement and amend the terms of this Agreement and are available at www.esri.com/legal/third-party-data.
4.0 MAINTENANCE
4.1 US Customers. Esri will provide Maintenance for Software and Online Services in accordance with the Esri Maintenance and Support Program and this Agreement if Customer is in the United States.
4.2 Customers outside the United States. Customer may obtain maintenance services from their local Esri authorized distributor under the authorized distributor’s own standard support policy and in accordance with the Esri Product Life Cycle Support Policy.
5.0 PROFESSIONAL SERVICES
5.1 Definition. The following definition supplement the definitions provided in Attachment A:
a. “Professional Service Package(s)” means a predefined unit of Professional Services, provided at a firm fixed price.
5.2 Permitted Uses. Customer may use, copy, and modify Deliverables solely in conjunction with Customer’s authorized use of Products.
5.3 Task Orders and Project Schedule.
a. Esri will provide Professional Services and Deliverables as specified in the Task Order. b. Each Task Order will reference this Agreement and specify the commencement date and, if known, the period of performance.
c. Task Orders may have the format shown in Attachment C or any other agreed-upon format. d. Each party will identify, in writing, the project manager who is responsible for Professional Services and Deliverables described in Task Orders. By written notice to the other party’s technical administrator, either party may replace the project manager at any time with a similarly qualified person. e. Other than pricing and descriptions of Professional Services to be performed, terms and conditions in a Task Order are not binding unless both parties have signed the Task Order. The terms of a signed Task Order take precedence over conflicting terms in this Agreement.
5.4 Ownership of Deliverables. Esri or its licensors own and retain ownership of Deliverables.
5.5 Acceptance.
a. For Firm Fixed Price Task Orders. Unless otherwise agreed to in the applicable Task Order, Customer will complete its acceptance review within 10 working days of receiving each Deliverable and classify the Deliverables as follows:
1. “DELIVERABLE ACCEPTED” means a Deliverable conforming to the applicable Task Order with no more than minor nonconformities.
2. “DELIVERABLE ACCEPTED WITH REWORK” means a Deliverable substantially conforming to the applicable Task Order but having a significant number of identified nonconformities and accepted subject
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to rework by Esri. Esri will rework the Deliverable for the identified nonconformities and resubmit it within 30 days. Customer will rerun its acceptance review for the nonconformities detected in the initial review within 10 working days of such resubmission and will reclassify the Deliverable as either DELIVERABLE ACCEPTED or DELIVERABLE REJECTED.
3. “DELIVERABLE REJECTED” means a Deliverable that fails to substantially conform to applicable Task Order(s). Esri will rework the Deliverable and resubmit it to Customer within 30 days, at which time Customer will have 10 working days to rerun its acceptance review and reclassify the deliverable as either DELIVERABLE ACCEPTED or DELIVERABLE REJECTED.
Customer may not use any Deliverable in its business operations before acceptance as described in a.1 or a.2. If Customer does not notify Esri in writing within 10 working days after delivery that it has classified the Deliverable as ACCEPTED WITH REWORK or REJECTED in accordance with a.2 or a.3, or if Customer uses the Deliverable in its business operations, the Deliverable will be deemed, as of the first of either of these events to occur, to have been accepted.
b. For Task Orders with Professional Service Packages. Professional Services that Esri performs under Professional Service Packages will be deemed accepted unless Customer notifies Esri within 10 days after performance. Customer may purchase additional Professional Service Packages as needed to complete Customer’s work requirements.
c. For Time and Materials Task Orders. Professional Services are provided strictly on a time and materials basis subject to the Task Order not-to-exceed funding limit. The Professional Services provided will be deemed accepted and in compliance with the professional and technical standards of the software industry unless Customer notifies Esri within 10 days after performance. Deliverables produced under a time and materials Task Order are consulting hours only will not be subject to acceptance testing.
5.6 Warranty for Deliverables. Esri warrants to Customer that firm fixed price Deliverables materially comply with Specifications for a period of 90 days from acceptance, subject to the limitations and disclaimers of liability set forth in the “Limited Warranties and Disclaimers” section of Attachment B.
5.7 Changes. The parties may make changes within the general scope of a Task Order by mutual agreement. To document any agreed-to scope changes within the general scope of the Task Order that affects the cost or time required to provide a Deliverable, the parties will jointly sign a written amendment to the Task Order that includes an equitable adjustment in the price, schedule, or both.
5.8 Customer Termination for Convenience. Customer may terminate any Task Order at any time upon 30 days’ written notice to Esri and upon payment to Esri of all amounts due to date pursuant to this Agreement, including reasonable expenses incurred as a direct result of the termination and the pro rata contract price for the Task Orders affected.
5.9 Payment; Invoices.
a. For Firm Fixed Price Task Orders. Unless otherwise specified in a Task Order, Esri will prepare and submit monthly invoices based on the percentage of completion for each Deliverable as of the end of the preceding month. Upon acceptance of all Deliverables under a Task Order, the unpaid balance of the total Task Order value is due.
b. For Professional Service Packages. Esri will submit an invoice for Professional Service Packages on receipt of an agreed-upon Task Order. Esri may, at its sole discretion, stop work to avoid exceeding the total labor hours or number of days allotted in the applicable Professional Service Package description set forth in the applicable scope of work. Professional Service Packages expire if not used within 12 months of the Esri invoice date.
c. For Time and Materials Task Orders.
1. Esri will submit to Customer written monthly invoices to the Customer address provided in the Task Order. The invoices will include the payment due for work performed, including travel time, and any other direct costs (ODCs) incurred as authorized under a Task Order. The amount invoiced for labor will be equal to the number of hours expended during the previous month, multiplied by the applicable labor rates. Esri will invoice meals on a per diem basis in accordance with the full daily limits specified on the
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government Defense Travel website at https://www.defensetravel.dod.mil/site/perdiemCalc.cfm. Esri may escalate hourly labor rates for Services; any increase in the first 5 years will not exceed 5 percent per year. Esri will invoice ODCs, including travel-related expenses incurred, plus a 15 percent burden.
2. Esri may reallocate the budget between activities, labor categories, and ODCs as necessary to facilitate the work effort, provided the overall price is not exceeded. If Esri reaches the funded not-to-exceed Task Order value and the activities are not completed, Customer may increase the order funding to allow additional work to be performed, or Esri may stop work without further obligation or liability.
5.10 System and Data Access. Each Task Order will specify any requirement for Customer to give Esri personnel access to Customer’s systems or data.
6.0 ESRI MANAGED CLOUD SERVICES
6.1 Definitions. The following definitions supplement the definitions provided in Attachment A:
a. “Esri Managed Cloud Services Environment” means the hardware, Software, Data, and network platform that Esri or its third-party supplier provides as part of Esri Managed Cloud Services. b. “Hosting” means the business of housing and making accessible Customer Content via the Internet.
6.2 Provision of Esri Managed Cloud Services.
a. General Terms. Use of Esri Managed Cloud Services is subject to the Cloud Services terms found in Attachment B of this Agreement.
b. Requirements Planning. It is Customer’s responsibility to plan for and address with Esri changes to Customer’s requirements, such as the need for additional capacity, the update of an application or dataset, or increased level of system availability.
c. Compensation and Expenses. Esri will invoice Customer for the one-time setup fee upon Task Order execution. Thereafter, Esri will invoice Customer monthly for the Esri Managed Cloud Services to be provided the following month. Customer will pay invoices within 30 days of receipt. Customer is responsible for any shipping or temporary storage costs incurred during the delivery of Customer Content to Esri or removal of Customer Content from the Esri Managed Cloud Services Environment. This paragraph does not apply to Esri Managed Cloud Services provided under the Advantage Program (see the section entitled “Advantage Program” in this Agreement).
d. Risk of Loss. Risk of loss for all Customer Content shall at all times remain with Customer, and it is Customer’s sole responsibility to maintain regular backups of Customer Content. Risk of loss for the Esri Managed Cloud Services Environment shall at all times remain with Esri. e. Personally Identifiable Information. Prior to providing any Customer Content under this Agreement, Customer shall notify Esri if Customer Content includes personally identifiable information. f. Public Software. Customer may not use, and may not authorize its end users or contractors to combine or use any Esri Offerings with any software (including any underlying dependencies), documentation, or other material distributed under an open source or other similar licensing or distribution model that requires as a condition of such model that any component of the Esri Offering to be (1) disclosed or distributed in source code form, (2) made available free of charge to third parties, or (3) modifiable without restriction by third parties.
g. Monitoring. Customer will provide information and other materials related to its Customer Content as reasonably requested by Esri or its Hosting partner to verify Esri’s or Customer’s compliance with this Agreement. Esri or its Hosting partner, as applicable, may browse, index, or otherwise monitor the external interfaces of any Customer Content solely for the purpose of verifying compliance with this Agreement.
7.0 TRAINING
7.1 Definitions. The following definitions supplement the definitions provided in Attachment A:
a. “Customer-Supplied Training Data” means any digital dataset(s) including, but not limited to, geographic vector data, coordinates, raster data reports, or associated tabular attributes supplied by Customer for use in training.
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b. “Esri Academy LMS Integration Subscription” means an optional term-limited subscription to Esri Academy enabling a specific number of unique Customer student(s) access to Self-Paced E-Learning through the customer’s Learning Management System.
c. “Esri E-Learning Content (SCORM Format) License” means an optional term-limited license that provides Esri customers with Esri’s e-learning content in SCORM (Shareable Content Object Reference Model) format to import into their Learning Management System.
d. “Esri Mobile Lab” means a service in which Esri will deliver and set up a training environment at the Customer’s site for use in conjunction with scheduled Esri Training Events only. The Esri Mobile Lab will include certain hardware, software, power cords, and network switches necessary for the instructor to set up the environment.
e. “Esri Training Event(s)” means an Esri site class, Esri instructor-led online class, a Customer site/private class, workshop, or coaching services.
f. “Esri Training Representative” means Customer’s primary Esri liaison in organizing private Esri Training Events.
g. “Student(s)” means a Customer employee or agent who is a registered participant in a specific Esri Training Event or Training-related services. If Customer is an individual, then Student means Customer. h. “Training Pass” means a nonrefundable, nontransferable block of prepaid training days with a fixed price per day throughout the Term of the Training Pass.
i. “Esri Mobile Router” means a service in which Esri will deliver and setup a mobile router at the Customer’s site for use in conjunction with a scheduled Esri Training Event only. The mobile router provides high-speed wireless internet access needed to run the Esri Training Event. j. “Learning Management System” or “LMS” shall mean third-party software acquired separately by Customer that allows Customer to consume E-Learning Content (SCORM Format) for the purpose of re- serving it to the Customer’s internal employees.
7.2 Permitted and Prohibited Uses.
a. Esri provides Training Materials for Training purposes only and for the exclusive use of the Student who attends the Training course for which the Training Materials are provided. b. Customer may reproduce copies of Training Materials for registered Students. c. Customer may not and may not permit any Student to (i) separate the component parts of Training Materials for any use or (ii) use audio or video recording equipment during an Esri Training Event. d. Esri may issue temporary Product authorizations if Customer has an insufficient number of Products available for Training. Customer may use such Products as Training Materials under the terms of this Agreement.
Customer will uninstall all deployed Products and return any media provided by Esri upon conclusion of the Esri Training Event.
e. Customer will retain ownership of any Customer-Supplied Training Data.
7.3 Esri’s Responsibilities.
Esri will
a. Provide an instructor qualified to conduct Training; b. Provide all necessary Training Materials for Student; and c. Confirm Esri Training Events approximately 10 business days prior to the scheduled start date. Esri will only confirm Student registrations that include a payment method. Registrations without a confirmed payment method are placed on the reservation waiting list. All reservations on the waiting list are subject to availability.
Customer site/Private class and coaching services confirmation is also dependent on receipt of the completed Customer site training request form.
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7.4 Customer’s Responsibilities.
Customer will
a. Ensure that all Students have received confirmation from Esri to participate in an Esri Training Event. Esri reserves the right to disconnect any Student who permits unregistered student access to an online classroom Esri Training Event. In such case, the full Esri Training Event fee will be invoiced and payable; b. Ensure that all Students meet the minimum prerequisites for the applicable Esri Training Event as listed on Esri’s training website;
c. Submit Student registrations with payment method information at least 15 business days before the scheduled start date;
d. Provide the Esri Training Representative with a list of names and email addresses of any Students who are to attend an Esri Training Event at least 3 business days before the scheduled start date, for compliance with the US embargoed country lists and the various US Government Lists of Parties of Concern or Specially Designated Nationals lists;
e. For classes held at the Customer-designated facility, complete a client-site training request form; consult with Esri personnel to determine classroom, computer, and network requirements; and provide all such required classrooms, computers, and network access;
f. Ensure that Student use of Training Materials provided by Esri complies with the terms of this Agreement; and g. Assume full liability and responsibility for Student attending Training course(s) under this Agreement. h. If the Esri Mobile Lab or Mobile Router is used, Customer will
1. Take delivery of the Esri Mobile Lab or Mobile Router from the shipping agent, and keep it in a secure, locked area at all times;
2. Immediately report any previously damaged Esri Mobile Lab or Mobile Router equipment to the Esri Training Representative upon receipt of the shipment; and
3. Be financially responsible for loss of, damage to, or theft of Esri Mobile Lab or Mobile Router equipment while in Customer’s possession.
7.5 Student Registration and Training Event Change Policy.
a. Customer will provide advance written notice to Esri Customer Service at [email protected] to reschedule or cancel any Esri Training Event or to substitute a student in a scheduled Esri Training Event. b. A replacement Student must be from the same Customer organization as the Student being replaced. c. If Customer reschedules an Esri Training Event three or fewer days before the scheduled start date, Esri will charge Customer 50 percent of the fee plus the cost of the rescheduled Esri Training Event. d. If Customer (i) cancels an Esri Training Event 3 or fewer days before the scheduled start date without concurrently rescheduling or (ii) is absent without notice from the Esri Training Event, Customer will be liable for the full Esri Training Event fee.
e. If cancellation of an Esri Training Event is necessary due to causes beyond the party’s reasonable control, the affected party may reschedule or cancel the Esri Training Event without incurring any liability. f. Termination of Agreement. Students who are currently registered for an Esri Training Event as of the date of termination of this Agreement may attend the scheduled Esri Training Event, subject to the terms and conditions of this Agreement.
7.6 Invoicing; Prepaid Fees.
a. Esri will invoice Customer upon completion of the Esri Training Event or on purchase of a Training Pass. On Customer request, Esri will invoice in advance for an Esri Training Event. b. If Customer is invoiced and pays that invoice prior to the scheduled Esri Training Event, then Customer has 1 year from the date of the invoice to consume training days. For a multiyear order, training days must be consumed by the end date specified on the Esri quotation. Thereafter, all prepaid fees are forfeited. c. Training Pass policies and redemption rates are described at https://www.esri.com/training/training-for- organizations/.
This section 7.6 does not apply to Training provided under the Advantage Program.
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7.7 Availability and General Provision of Wireless Service.
a. Esri will not be liable for any failure of or delay in the performance of this Agreement for the period that such failure or delay is due to wireless service interruptions or unavailability.
7.8 Esri E-Learning in the Customer’s Learning Management System.
a. Esri E-Learning Content (SCORM format) License, specific terms of use incorporated by reference are found at https://www.esri.com/content/dam/esrisites/en-us/media/legal/scorm-lms/scorm-terms-and-conditions.pdf b. Esri Academy LMS Integration Subscription, specific terms of use incorporated by reference are found at https://www.esri.com/content/dam/esrisites/en-us/media/legal/scorm-lms/lms-terms-and-conditions.pdf
8.0 ADVANTAGE PROGRAM
8.1 Definitions. The following definitions supplement the definitions provided in Attachment A:
a. “Activity Description” means a mutually agreed upon written statement that confirms the number of Learning and Services Credits that Esri estimates is required to perform an activity and authorizes Esri to begin work based on such estimate. The Activity Description serves as the Task Order for Services provided under the Advantage Program.
b. “Advantage Program” means either Advantage Program, as described at www.esri.com/services/eeap/components, or the Advantage Program for Partners, as described at www.esri.com/partners/bpap/components.
c. “Authorized Contact” means Customer’s point of contact for the Advantage Program identified below. d. “Learning and Services Credits” means a contracted unit of exchange that Customer may use to acquire Professional Services, Training, PSS, Esri Managed Cloud Services, or related travel expenses as described below.
e. “Premium Support Services” or “PSS” means a prioritized incident management and technical support program further described at https://support.esri.com/en/support/premium. f. “Advisor” means an Esri consultant assigned to work with Customer to provide Professional Services such as advising Customer on GIS strategies, facilitating annual planning, and developing and coordinating a collaborative work plan under the Advantage Program.
8.2 Advantage Program Description. The Advantage Program is provided on an order-by-order, annual subscription basis and provides strategy and planning support in addition to a menu of items including Professional Services, Training, PSS, and Esri Managed Cloud Services that Customer can select to best meet its needs with guidance from Advisor. The Advantage Program may change from time to time. The Advantage Program includes the following:
a. Advisor. Customer will receive up to the number of Advisor hours ordered. Customer may elect to retain additional Advisor hours for a supplemental price.
b. Annual Planning Meeting. A 1-day annual planning meeting is included. c. Work Plan. A collaboratively developed document is designed to drive the program’s implementation through definition of Customer’s GIS vision, goals, and objectives. d. Learning and Services Credits. Customer will receive the number of Learning and Services Credits ordered.
Customer may use the credits toward any combination of Professional Services, Training, PSS, Esri Managed Cloud Services, or related travel expenses. Customer may order, for an additional price, additional Learning and Services Credits. Learning and Services Credits may be exchanged as described at the applicable Advantage Program website. Esri will provide a monthly report outlining usage of Learning and Services Credits to date to the Authorized Contact.
e. Technology Webcasts. Esri will provide an email invitation to the Authorized Contact for webcasts presenting business and technical information related to enterprise GIS. f. No Project Services. The Advantage Program is not designed for Esri to provide project-specific Professional Services such as custom application or database development for solutions or applications. Esri will not provide these types of Professional Services under the Advantage Program and does not warrant that Deliverables provided under an Advantage Program will comply with Specifications.
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8.3 Authorized Contact Information. Customer identifies the following person as its initial Authorized Contact.
(to be completed by Customer):
Contact Name:
Address:
City, State, ZIP:
Email:
Telephone:
Fax:
8.4 Current on Maintenance. Customer must remain current on standard Software Maintenance during the Advantage Program term.
8.5 Authorization of Learning and Services Credits Use. Customer will contact its account manager or Advisor to consume Learning and Services Credits for a particular request. Esri will submit an Activity Description by email to Customer for confirmation and authorization to use Learning and Services Credits. Customer may authorize the consumption of Learning and Services Credits by submitting an email. Esri will begin work and deduct the estimated credit amount stated in the Activity Description from the unused Learning and Services Credits available.
8.6 Activity Descriptions for Esri Managed Cloud Services. The Activity Description for Esri Managed Cloud Services orders must include the following:
a. The Esri Managed Cloud Services Term. The time period in which Esri provides the Esri Managed Cloud Services to Customer. The Esri Managed Cloud Services term does not begin until setup and deployment of the data and application are complete.
b. Targeted System Availability. The minimum percentage of time that Customer has external access to the application and associated Customer Content through the Internet. Examples of supported levels of system availability are 95 percent, 99 percent, and 99.9 percent. Not all Esri Managed Cloud Services offerings include a Targeted System Availability.
c. Number of Anticipated Requests. A The number of requests made by an end user through a client (e.g., desktop computer, web application, mobile device) and sent to a server(s) that is set up in the Esri Managed Cloud Services Environment by Esri and performs computational tasks on behalf of the end user. An example of a common request used in a GIS is a map request. A map request is made every time a user pans, zooms, or queries a map service.
d. Amount of Data Storage. The storage capacity required to retain digital data, which is to be used and consumed in Customer GIS applications or Cloud Services. e. Learning and Services Credits Consumption. The price for the Esri Managed Cloud Services in Learning and Services Credits.
The Data storage location may be defined in the Activity Description.
8.7 Travel and Per Diem Expenses. Any Esri travel and per diem expenses will be quoted separately. Travel expenses will include a 15 percent burden, and meal per diem will be determined in accordance with the full daily limits specified on the government Defense Travel website at https://www.defensetravel.dod.mil/site/perdiemCalc.cfm. Customer will use Learning and Services Credits for travel and per diem expenses.
8.8 Notification of Consumed Credits. Esri will notify Customer if the authorized Learning and Services Credits are consumed prior to completion of the requested work. Customer may elect to direct the use of additional Learning and Services Credits, if available; procure additional Learning and Services Credits; or notify Esri to stop work on such requested work. Esri reserves the right to stop work if Customer has consumed all its Learning and Services Credits.
8.9 Review of Proposed Activities. Any activities proposed to be completed under the Advantage Program will be subject to Esri’s review and approval to ensure alignment with the intent of the program.
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8.10 Invoicing.
a. Esri shall invoice Customer as quoted for the Advantage Program subscription, additional Learning and Services Credits, or Advisor services upon receipt of Customer’s order. Subsequently, Esri will invoice annually at least 30 days in advance of the Advantage Program subscription expiration date. Esri will extend the Advantage Program subscription for a subsequent annual term upon receipt of Customer’s payment of the renewal invoice. Esri will invoice fees for additional Learning and Services Credits or Advisor services upon receipt of Customer’s order.
b. Pricing for program renewals and new or additional Services will be in accordance with Esri’s standard pricing at the time of purchase or renewal.
8.11 Termination and Expiration. Upon termination or expiration of an Advantage Program subscription:
a. Services will end as of the expiration or termination date stated; and b. Unless either party terminates the Advantage Program subscription for cause, Customer may apply any unused Learning and Services Credits toward any Professional Services, Training, PSS, or related travel expenses that are scheduled as of the termination or expiration date, provided that the Learning and Services Credits are used within 3 months after the termination or expiration date. Any other unused Learning and Services Credits will expire 30 days after the expiration or termination date; if Customer renews the Advantage Program subscription within this time period, any unused Learning and Services Credits will remain valid for up to 2 years from the purchase date or termination of this Agreement, whichever comes first.
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ATTACHMENT A
GLOSSARY OF TERMS
The following glossary of terms applies to all Esri Offerings and Services that Esri may provide to its customers.
Certain Esri Offerings or Services may not be within the scope of this Agreement. Please disregard any terms that are not applicable to Esri Offerings or Services offered under this Agreement.
“Affiliate” means any entity that directly or indirectly (i) Controls; (ii) is Controlled by; or (iii) is under common Control with a party, where “Control” means having more than 50 percent of the voting stock or other voting interest in the Controlled entity.
“API” means application programming interface.
“ArcGIS Website” means www.arcgis.com and any related or successor websites.
“Authorization Code(s)” means any key, authorization number, enablement code, login credential, activation code, token, user name and password, or other mechanism required for use of Esri Offerings.
“Beta” means any alpha, beta, or other prerelease version of a Product.
“Cloud Services” means Online Services and Esri Managed Cloud Services.
“Content” means data, images, photographs, animations, video, audio, text, maps, databases, data models, spreadsheets, user interfaces, graphics components, icons, software, and other resources used in connection with Esri Offerings and Services.
“Control” means having more than 50 percent of the voting stock or other voting interest in the Controlled entity.
“Customer Content” means any Content that Customer provides, uses, or develops in connection with Customer’s use of Esri Offerings or Services, including Value-Added Applications. Customer Content excludes any feedback, suggestions, or requests for improvements that Customer provides to Esri.
“Data” means any commercially available digital dataset(s) including, but not limited to, geographic vector data, raster data reports, or associated tabular attributes that Esri bundles with other Esri Offerings or delivers independently.
“Deliverables” means anything that Esri delivers to Customer as a result of performance of Professional Services.
“Documentation” means all user reference documentation that Esri provides with a Deliverable or an Esri Offering.
“Esri Managed Cloud Services” means a Customer-specific cloud infrastructure, Software, Data, and network platform that Esri hosts, manages, and makes available to Customer or Customer’s end users via the Internet.
“Esri Offering(s)” means any Product or Documentation. If Esri provides Training or Professional Services directly to Customer, then Esri Offerings also include Deliverables and Training Materials. Esri Offerings exclude Services and Third-Party Content.
“GIS” means geographic information system.
“Maintenance” means a subscription program that Esri provides and that entitles Customer to Product updates and other benefits such as access to technical support and self-paced, web-based learning resources.
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“Malicious Code” means software viruses; worms; time bombs; Trojan horses; or any other computer code, files, denial of service, or programs designed to interrupt, destroy, or limit the functionality of any computer software, hardware, or telecommunications equipment.
“Online Services” means any commercially available, Internet-based geospatial system that Esri provides, including applications and associated APIs for storing, managing, publishing, and using maps, data, and other information. Online Services exclude Data and Content.
“Ordering Document(s)” means a sales quotation, Maintenance renewal quote, purchase order, proposal, Task Order, or other document identifying Esri Offerings, updates, or Services that Customer orders.
“Perpetual License” means a license to use a version of the Esri Offering for which applicable license fees have been paid, indefinitely, unless terminated by Esri or Customer as authorized under this Agreement.
“Product(s)” means Software, Data, and Online Services.
“Professional Services” means any development or consulting services that Esri provides to Customer.
“Sample(s)” means sample code, sample applications, add-ons, or sample extensions of Products.
“Service(s)” means Maintenance. If Esri provides Esri Managed Cloud Services, Training, or Professional Services directly to Customer, then Services also include Esri Managed Cloud Services, Training, and Professional Services.
“Software” means any proprietary commercial off-the-shelf software, excluding Data, accessed or downloaded from an Esri-authorized website or that Esri delivers on any media in any format including backups, updates, service packs, patches, hot fixes, or permitted merged copies.
“Specification(s)” means (i) the Documentation for Software and Online Services, (ii) the scope of work set forth in any Task Order, or (iii) Esri’s published course descriptions for Training.
“Subscription” means a license for use of an Esri Offering for a limited time period or a right to receive Services for a limited time period.
“Task Order(s)” means an Ordering Document for Services.
“Term License” means a license for use of an Esri Offering for a limited time period (“Term”).
“Third-Party Content” means any Content that Customer may obtain from a third-party website or that persons other than Esri employees, suppliers, or contractors may directly contribute to Esri’s website.
“Training” means (i) Product training or (ii) related training that Esri provides under this Agreement.
“Training Materials” means digital or printed Content required to complete Training, which may include, but is not limited to, workbooks, data, concepts, exercises, assessments, and exams.
“Value-Added Application(s)” means an application developed by Customer for use in conjunction with the authorized use of any Software, Data, or Online Services.
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ATTACHMENT B
GENERAL TERMS AND CONDITIONS
The following general terms and conditions apply to all Esri Offerings and Services that Esri may offer to its customers. Certain Esri Offerings or Services may not be available under this Agreement. Please disregard any terms that are not applicable to Esri Offerings or Services offered under this Agreement.
ARTICLE B.1—GENERAL USE RESTRICTIONS
Except as expressly permitted in this Agreement, Customer will not
a. Sell, rent, lease, sublicense, distribute, lend, time-share, or assign Services or Esri Offerings; b. Distribute or provide direct access to Services or Esri Offerings to third parties, in whole or in part, including, but not limited to, extensions, components, or Dynamic Link Libraries; c. Distribute Authorization Codes to third parties;
d. Reverse engineer, decompile, or disassemble any Product or Deliverable delivered in compiled form; e. Make any attempt to circumvent the technological measure(s) that controls access to or use of Esri Offerings; f. Store, cache, use, upload, distribute, or sublicense Content or otherwise use Esri Offerings in violation of Esri’s or a third-party’s rights, including intellectual property rights, privacy rights, nondiscrimination laws, export laws, or any other applicable law or regulation; g. Remove or obscure any Esri or its licensors’ patent, copyright, trademark, proprietary rights notices, or legends contained in or affixed to any Esri Offerings, output, metadata file, or online or hard-copy attribution page of any Data or Documentation;
h. Unbundle or independently use individual or component parts of Esri Offerings; i. Incorporate any portion of Esri Offerings into a product or service for third-party use that competes with the Esri Offerings;
j. Publish or in any other way communicate the results of benchmark tests run on Beta Products without the prior written permission of Esri and its licensors; or
k. Use, incorporate, modify, distribute, provide access to, or combine any Esri Offerings in a manner that would subject any Esri Offering to open-source or open-database license terms (e.g. GPL) that require any part of the Esri Offering to be subject to additional terms, for example
1. Disclosed in source code form to third parties;
2. Licensed to third parties for the purpose of making derivative works; or
3. Redistributable to third parties at no charge; or
l. Generate revenue by providing access to Software or Online Services through a Value-Added Application.
These restrictions will not apply to the extent that they conflict with applicable law or regulation.
ARTICLE B.2—TERM AND TERMINATION
B.2.1 Customer may terminate this Agreement or any Esri Offerings license or subscription at any time upon written notice to Esri. Termination without cause does not entitle Customer to receive any refund of fees paid. Any right to terminate pending Services engagements for convenience is set forth in the applicable section in the body of this Agreement. Either party may terminate this Agreement or any license or subscription for a material breach that is not cured within 30 days of written notice to the breaching party. Upon any termination of this Agreement for breach, Esri will stop providing Services. Any licenses in Esri Offerings that survive termination of this Agreement continue under the terms of this Agreement.
B.2.2 If Esri terminates this Agreement following Customer’s breach, then Esri may also, at its election, terminate Customer’s licenses or subscriptions to Esri Offerings. If Customer terminates this Agreement for cause or convenience, then Customer may, at its election, also terminate Customer’s licenses or subscriptions to Esri Offerings.
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B.2.3 Upon any termination or expiration of a license or subscription, Customer will
a. Stop accessing and using the terminated or expired Esri Offerings; b. Clear any client-side data cache derived from the terminated or expired Cloud Services; and c. Stop using and uninstall, remove, and destroy all copies of the terminated or expired Esri Offerings in Customer’s possession or control, including any modified or merged portions thereof, in any form, and execute and deliver evidence of such actions to Esri or its authorized distributor.
Esri may stop performing Services immediately upon written notice to Customer if a bankruptcy or insolvency proceeding is commenced by or against Customer until the trustee cures any existing defaults and provides adequate assurance of future performance under this Agreement. This Agreement terminates upon the insolvency, liquidation, or dissolution of either party.
ARTICLE B.3—LIMITED WARRANTIES AND DISCLAIMERS
B.3.1 Limited Warranties. Except as disclaimed below, Esri warrants to Customer that (i) Products and Training will substantially comply with the applicable Specifications and (ii) Services will substantially conform to the professional and technical standards of the industry. The warranty period for Esri Offerings offered under a Perpetual License and for Services runs for 90 days from the date of delivery or from the date of acceptance if this Agreement provides an acceptance period. The warranty period for Esri Offerings offered under a subscription or Term License basis runs for the lesser of (i) the duration of the subscription or term or (ii) 90 days from delivery or acceptance if this Agreement provides an acceptance period.
B.3.2 Special Disclaimer. Third-Party Content; Data; Samples; hot fixes; patches; updates; Online Services provided at no charge; and trial, evaluation, and Beta Products are delivered “as is” and without warranty of any kind.
B.3.3 General Disclaimer. Except for the express limited warranties set forth in this Agreement, Esri disclaims all other warranties or conditions of any kind, whether express or implied, including, but not limited to, warranties or conditions of merchantability, fitness for a particular purpose, and noninfringement of intellectual property rights. Esri is not responsible for any nonconformities with Specifications or loss, deletion, modification, or disclosure of Customer Content caused by Customer’s modification of any Esri Offering other than as specified in the Documentation. Esri does not warrant that Esri Offerings, or Customer’s operation of the same, will be uninterrupted, error free, fault tolerant, or fail- safe or that all nonconformities can or will be corrected, or will result in Customer’s compliance with any applicable law. Esri Offerings are not designed, manufactured, or intended for use in environments or applications that may lead to death, personal injury, or physical property or environmental damage.
Customer should not follow any navigational route suggestions that appear to be hazardous, unsafe, or illegal. Any such uses will be at Customer’s own risk and cost. Customer must use its independent judgment to determine whether (i) Esri Offerings are suitable for its Value-Added Applications and (ii) Value Added Applications are safe for use by end users and other third parties.
B.3.4 Disclaimers.
a. Internet Disclaimer. Neither party will be liable for damages under any theory of law related to the performance or discontinuance of operation of the Internet or to regulation of the Internet that might restrict or prohibit the operation of Cloud Services.
b. Third-Party Websites; Third-Party Content. Esri is not responsible for any third-party website or Third- Party Content that appears in or is referenced by Esri Offerings or Esri websites, including www.esri.com, developers.arcgis.com, livingatlas.arcgis.com and www.arcgis.com. Providing links to third-party websites and resources does not imply an endorsement, affiliation, or sponsorship of any kind.
c. Artificial Intelligence (AI)/Machine Learning (ML) Disclaimer. As specified in the Documentation, certain Esri Offerings may integrate third-party AI/ML software libraries and third-party or Esri created pre-trained AI/ML models for various tasks including, but not limited to, object detection, image obfuscation, image classification, or text or speech recognition. Customer may use these capabilities
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at its option and such AI/ML capabilities are delivered “as is” and without warranty of any kind. In certain cases, the Esri Offering may provide Customers the ability to configure their own custom AI/ML models to meet Customer’s unique requirements, which except for the express warranties contained in this Agreement, shall be at Customer’s own risk.
B.3.5 Exclusive Remedy. Customer’s exclusive remedy and Esri’s entire liability for breach of the limited warranties in this section will be to replace any defective media and to (i) repair, correct, or provide a workaround for the applicable Esri Offering or Services or (ii) at Esri’s election, terminate Customer’s right to use and refund the fees paid for Esri Offerings or Services that do not meet Esri’s limited warranties.
ARTICLE B.4—LIMITATION OF LIABILITY
B.4.1 Disclaimer of Liability.
(a) Neither Customer, Esri, nor any Esri authorized distributor or third-party licensor will be liable for any indirect, special, incidental, or consequential damages; lost profits; lost sales; loss of goodwill; or costs of procurement of substitute goods or services.
(b) Neither Customer, Esri nor any Esri authorized distributor or third-party licensor will be liable for any direct damages exceeding the applicable license fees, or current subscription fees, or Services fees paid or owed to Esri during the twelve (12) month period prior to the date upon which the related claim arose.
B.4.2 The limitations and exclusions of liability in the preceding paragraph do not apply to Customer’s infringement, misuse, or misappropriation of Esri’s or Esri’s licensors’ intellectual property rights, either party’s indemnification obligations, gross negligence, willful misconduct, or violations of the Export Compliance clause of this Agreement.
B.4.3 Applicability of Disclaimers and Limitations. Esri or its authorized distributor has set its fees and entered into this Agreement in reliance on the disclaimers and limitations in this Agreement; the fees reflect an allocation of risk that is an essential basis of the bargain between the parties. These limitations will apply whether or not a party is aware of the possibility of any damage and notwithstanding any failure of essential purpose of any exclusive, limited remedy.
B.4.4 The foregoing disclaimers, limitations, and exclusions may be invalid in some jurisdictions and apply only to the extent permitted by applicable law or regulation in Customer’s jurisdiction. Customer may have additional rights that may not be waived or disclaimed. Esri does not seek to limit Customer’s warranty or remedies to any extent not permitted by law.
ARTICLE B.5—INDEMNIFICATIONS
B.5.1 Definitions. The following definitions supplement the definitions provided in Attachment A:
a. “Claim” means any claim, action, or demand by a third party. b. “Indemnitees” means Customer and its directors, officers, and employees. c. “Infringement Claim(s)” means any Claim alleging that Customer’s use of or access to any Esri Offering or Service infringes a patent, copyright, trademark, or trade secret. d. “Loss(es)” means expenditure, damage award, settlement amount, cost, or expense, including awarded attorneys’ fees.
B.5.2 Infringement Indemnity.
a. Esri will defend, hold all Indemnitees harmless from, and indemnify any Loss arising out of an Infringement Claim.
b. If Esri determines that an Infringement Claim is valid, Esri may, at its expense, either (i) obtain rights for Customer to continue using the Esri Offerings or Services or (ii) modify the Esri Offerings or Services while maintaining substantially similar functionality. If neither alternative is commercially reasonable, Esri may terminate Customer’s right to use the Esri Offerings or Services and will refund any (a) license fees that Customer paid for the infringing Esri Offerings or Services acquired under a Perpetual License, prorated on a
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5-year, straight-line depreciation basis beginning from the initial date of delivery or (b) unused portion of fees paid for Term Licenses, subscriptions, and Maintenance. c. Esri has no obligation to defend an Infringement Claim or to indemnify Customer to the extent the Infringement Claim arises out of (i) the combination or integration of Esri Offerings or Services with a product, process, system, or element that Esri has not supplied or specified in the Specification; (ii) alteration of Esri Offerings or Services by anyone other than Esri or its subcontractors; (iii) compliance with Customer’s specifications; or (iv) use of Esri Offerings or Services after Esri either provides a modified version to avoid infringement or terminates Customer’s right to use the Esri Offerings or Services.
B.5.3 General Indemnity. Esri will defend and hold all Indemnitees harmless from, and indemnify any Loss arising out of, any Claim for bodily injury, death, or tangible or real property damage brought against any of the Indemnitees to the extent arising from any negligent act or omission or willful misconduct by Esri or its directors, officers, employees, or agents performing Services while on Customer’s site.
B.5.4 Conditions for Indemnification. As conditions for indemnification, Indemnitee will (i) promptly notify Esri in writing of the Claim, (ii) provide all available documents describing the Claim, (iii) give Esri sole control of the defense of any action and negotiation related to the defense or settlement of any Claim, and (iv) reasonably cooperate in the defense of the Claim at Esri’s request and expense.
B.5.5 This section sets forth the entire obligation of Esri, its authorized distributor, and its third party licensors regarding any Claim for which Esri must indemnify Customer.
ARTICLE B.6—INSURANCE
If Esri is providing Services, Esri will carry, at a minimum, the following coverage:
a. Comprehensive general liability or commercial general liability with a minimum coverage of $1,000,000.00 (US dollars) combined single limit per occurrence for bodily injury, including death, and property damage liability to include the following:
1. Premises and operations;
2. Blanket contractual liability;
3. Broad form property damage;
4. Independent contractors;
5. Personal injury, with employee exclusion deleted; and
6. Completed operations.
b. Workers’ compensation insurance, with waiver of subrogation, in an amount that complies with statutory limits.
ARTICLE B.7—SECURITY AND COMPLIANCE
B.7.1 Security. Esri publishes its security capabilities at https://trust.arcgis.com. Customer may give Esri personnel access to Customer systems or to Customer or third-party personal information, controlled information, or sensitive data if access is essential for Esri’s performance of Services and if Esri expressly agrees to such access. Esri will use reasonable administrative, technical, and physical safeguards to protect such data and guard against unauthorized access. Customer bears responsibility to (i) confirm that Esri’s published security and privacy controls meet all applicable legal requirements for protection of Customer Content and (ii) upload or share Customer Content through Cloud Services only when it is legal to do so. Esri is not responsible to review Customer Content to ensure compliance with applicable laws and regulations. Customer must contact Esri at [email protected] for further instruction before providing any Customer Content that requires security measures other than Esri’s published security capabilities.
B.7.2 Malicious Code. Esri will use commercially reasonable efforts to ensure that Esri Offerings will not transmit any Malicious Code to Customer. Esri is not responsible for Malicious Code that Customer introduces to Esri Offerings or that is introduced through Third-Party Content.
B.7.3 Export Compliance. Each party will comply with all applicable export and trade sanctions laws and regulations, including the US Department of Commerce’s Export Administration Regulations (EAR), the US
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Department of State’s International Traffic in Arms Regulations (ITAR), the US Department of Treasury, Office of Foreign Assets Control (OFAC) Regulations, and other applicable export laws. Customer will not export, reexport, transfer, release, or otherwise dispose of, in whole or in part, or permit access to or transfer or use of Services or Esri Offerings to any United States embargoed countries currently including Iran, North Korea, Cuba, Russia, Belarus, Crimea region of Ukraine, the Donetsk People’s Republic (DNR) and Luhansk People’s Republic (LNR), or denied entities or persons except in accordance with all then-current applicable US government export laws and regulations. Customer will not export, reexport, transfer, or use Services or Esri Offerings for certain missile, nuclear, chemical, or biological activities or end uses without proper authorization from the US government.
Customer shall immediately notify Esri in writing if any US government entity or agency denies, suspends, or revokes Customer’s export privileges. Customer will not upload, store, or process in Cloud Services any Customer Content that (i) has an Export Control Classification Number (ECCN) other than EAR99 or (ii) is controlled for export from the United States under ITAR or (iii) is subject to the EAR where the cloud host is on the US government’s Specially Designated Nationals List, Denied Entity List, Unverified List or Denied Parties List or any other US government restricted list. Customer will notify Esri in advance if Esri’s performance of any Services or provision of any Esri Offerings is related to any defense article, defense service, or technical data, as defined under the ITAR Sections 120.31, 120.32, and 120.33, respectively; Esri will not perform any such Services or provide any such Esri Offerings until Esri obtains any necessary export license from the US government.
Customer will reasonably assist Esri in applying for and obtaining an export license if needed.
B.7.4 Privacy. Esri publishes its privacy notices at Esri’s Privacy Statement and Products and Services Privacy Supplement and will process personal data according to the terms of the Data Processing Addendum available at https://www.esri.com/en-us/privacy/privacy-gdpr.
ARTICLE B.8—CLOUD SERVICES
B.8.1 Prohibited Uses. Customer shall not provide Customer Content or otherwise access or use Cloud Services in a manner that
a. Creates or transmits spam, spoofings, or phishing email or offensive, hate-related or defamatory material; or stalks or makes threats of physical harm;
b. Stores or transmits any Malicious Code;
c. Violates any law or regulation;
d. Infringes or misappropriates the rights of any third party; e. Probes, scans, or tests the vulnerability of Cloud Services or breach any security or authentication measures used by Cloud Services without written approval from Esri’s Product Security Officer; or f. Benchmarks the availability, performance, or functionality of Cloud Services.
B.8.2 Service Interruption. System failures or other events beyond Esri’s reasonable control may interrupt Customer’s access to Cloud Services. Esri may not be able to provide advance notice of such interruptions.
B.8.3 Customer Content.
a. Customer grants Esri and its subcontractors a nonexclusive, nontransferable, worldwide right to host, run, modify, and reproduce Customer Content as needed to provide Cloud Services to Customer. Esri will not access, use, or disclose Customer Content without Customer’s written permission except as reasonably necessary to support Customer’s use of Cloud Services. Except for the limited rights granted to Esri under this Agreement, Customer retains all its rights, title, and interest in the Customer Content. b. If Customer accesses Cloud Services with an application provided by a third party, Esri may disclose Customer Content to such third party as necessary to enable interoperation between the application, Cloud Services, and Customer Content.
c. Esri may disclose Customer Content if required to do so by law or regulation or by order of a court or other government body, in which case Esri will reasonably attempt to limit the scope of disclosure. d. When Customer’s use of Cloud Services ends, Esri will either
1. Make Customer Content available to Customer for download for a period of 30 days unless Customer requests a shorter window of availability or Esri is legally prohibited from doing so; or
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2. Download all Customer Content in Esri’s possession to a medium of Customer’s choosing and deliver such Customer Content to Customer.
Esri will have no further obligations to store or return Customer Content at the conclusion of the Cloud Services.
B.8.4 Removal of Customer Content. Esri may remove or delete Customer Content if there is reason to believe that uploading Customer Content to or using it with Cloud Services materially violates this Agreement. If reasonable under these circumstances, Esri will notify Customer before removing Customer Content. Esri will respond to any Digital Millennium Copyright Act takedown notices in accordance with Esri’s copyright policy, available at www.esri.com/legal/dmca_policy.
B.8.5 Service Suspension. Esri may suspend access to Cloud Services (i) if Customer materially breaches this Agreement and fails to timely cure the breach; (ii) if Esri reasonably believes that Customer’s use of Cloud Services will subject Esri to immediate liability or adversely affect the integrity, functionality, or usability of the Cloud Services; (iii) for scheduled maintenance; (iv) to enjoin a threat or attack on Cloud Services; or (v) if Cloud Services become prohibited by law or regulated to a degree that continuing to provide them would impose a commercial hardship. When feasible, Esri will notify Customer of any Cloud Services suspension beforehand and give Customer reasonable opportunity to take remedial action.
Esri is not responsible for any damages, liabilities, or losses that may result from any interruption or suspension of Cloud Services or removal of Customer Content as described above.
B.8.6 Notice to Esri. Customer will promptly notify Esri if Customer becomes aware of any unauthorized use of Customer’s subscription or any other breach of security regarding Cloud Services.
ARTICLE B.9—GENERAL PROVISIONS
B.9.1 Payment. Customer will pay each correct invoice no later than 30 days after receipt and will remit payment to the address stated on the invoice. Customers outside the United States will pay the authorized distributor’s invoices in accordance with the authorized distributor’s payment terms.
B.9.2 Feedback. Esri may freely use any feedback, suggestions, or requests for Product improvement that Customer provides to Esri.
B.9.3 Patents. Customer may not seek, and may not permit any other user to seek, a patent or similar right worldwide that is based on or incorporates any Products. This express prohibition on patenting will not apply to Customer’s software and technology except to the extent that Products, or any portion thereof, are part of any claim or preferred embodiment in a patent application or a similar application.
B.9.4 Reserved.
B.9.5 Taxes and Fees; Shipping Charges. Pricing of Esri Offerings and Services that Esri quotes to Customer is exclusive of any and all applicable taxes or fees including, but not limited to, sales tax, use tax, or value-added tax (VAT); customs, duties, or tariffs; shipping and handling charges; and vendor enrollment fees. Esri will add any fees that it is required to pay to the total amount of its invoice to Customer. Esri may include estimated taxes and shipping and handling charges in its quotations but may adjust these fees on invoicing. For Customers outside the United States, the authorized distributor may quote taxes or fees in accordance with its own policies.
B.9.6 Compliance Review. Customer will keep accurate and complete records and accounts pertaining to its compliance with its obligations under this Agreement. Esri or its authorized distributor may conduct a compliance review of these records and accounts with no less than 14 business days’ written notice or may appoint an independent third party to conduct such a compliance review on its behalf. Customer will promptly correct any noncompliance identified during the compliance review. Neither Esri nor Esri’s authorized distributor may conduct a compliance review of Customer within 12 months after the conclusion of any prior compliance review that does not reveal any material Customer noncompliance.
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B.9.7 No Implied Waivers. The failure of either party to enforce any provision of this Agreement is not a waiver of the provisions or of the right of such party thereafter to enforce that or any other provision.
B.9.8 Severability. If any provision of this Agreement is held to be unenforceable for any reason, (i) such provision will be reformed only to the extent necessary to make the intent of the language enforceable, and (ii) all other provisions of this Agreement will remain in effect.
B.9.9 Successor and Assigns. Customer will not assign, sublicense, or transfer Customer’s rights or delegate Customer’s obligations under this Agreement without Esri’s and its authorized distributor’s prior written consent, and any attempt to do so without consent will be void. This Agreement will be binding on the respective successors and assigns of the parties to this Agreement. Notwithstanding, a contractor under contract to the government to deliver Products may assign this Agreement and Products acquired for delivery to its government customer upon written notice to Esri, provided the government customer assents to the terms of this Agreement.
Upon mutual agreement, Esri’s Affiliates may provide Esri Offerings and Services under the terms of this Agreement; in such cases, the Ordering Documents will identify the Affiliate as the party that provides the Esri Offerings and Services. Esri’s authorized distributors are not Affiliates of Esri.
B.9.10 Survival of Terms. The Glossary of Terms and provisions of the following Articles of these General Terms and Conditions will survive the expiration or termination of this Agreement: “Limited Warranties and Disclaimers,” “Limitation of Liability,” “Indemnifications,” and “General Provisions.”
B.9.11 US Government Customer. The Products are commercial items, developed at private expense, provided to Customer under this Agreement. If Customer is a US government entity or US government contractor, Esri licenses or provides subscriptions to Customer in accordance with this Agreement under FAR Subparts 12.211/12.212 or DFARS Subpart 227.7202. Esri Data and Online Services are licensed or subscribed under the same DFARS Subpart 227.7202 policy as commercial computer software for acquisitions made under DFARS. Products are subject to restrictions, and this Agreement strictly governs Customer’s use, modification, performance, reproduction, release, display, or disclosure of Products. Agreement provisions that are inconsistent with federal law regulation will not apply. A US government Customer may transfer Software to any of its facilities to which it transfers the computer(s) on which it has installed such Software. If any court, arbitrator, or board holds that a US government Customer has greater rights to any portion of Products under applicable public procurement law, such rights will extend only to the portions affected.
B.9.12 Governing Law. This Agreement is not subject to the United Nations Convention on Contracts for the International Sale of Goods.
a. Government Entities. If Customer is a government entity, the applicable laws of Customer’s jurisdiction govern this Agreement.
b. Nongovernment Entities. US federal law and the law of the State of California exclusively govern this Agreement, excluding their respective choice of law principles.
B.9.13 Dispute Resolution. The parties will use the following dispute resolution processes:
a. Equitable Relief. Either party will have the right to seek an injunction, specific performance, or other equitable relief in any court of competent jurisdiction without the requirement of posting a bond or proving injury as a condition for relief.
b. US Government Agencies. This Agreement is subject to the Contract Disputes Act of 1978, as amended (41 USC 601–613).
c. Other Government Entities. Esri will comply with mandatory dispute resolutions under applicable law. d. Arbitration. Except as noted above, the parties will submit to binding arbitration to resolve any dispute arising out of or relating to this Agreement that cannot be settled through negotiation. If Customer is in the United States or one of its territories or outlying areas, the Commercial Arbitration Rules of the American Arbitration Association will govern the arbitration proceedings. If Customer is outside the United States, the Rules of Arbitration of the International Chamber of Commerce will govern the proceedings. The parties will select a single arbitrator in accordance with the applicable arbitration rules. The language of the arbitration will be
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English. Arbitration will be at an agreed-upon location. Either party will, at the request of the other, make available documents or witnesses relevant to the major aspects of the dispute.
B.9.14 Force Majeure. A party will not be liable for any failure of or delay in the performance of this Agreement for the period that such failure or delay is due to causes beyond the party’s reasonable control. Such causes may include, but are not limited to, acts of God, war, strikes, labor disputes, cyber attacks, laws, regulations, government orders, or any other force majeure event.
B.9.15 Independent Contractor. Esri is and at all times will be an independent contractor. Nothing in this Agreement creates an employer/employee, principal/agent, or joint venture relationship between Esri or its authorized distributor and Customer. No party has any authority to enter into contracts on behalf of another party or otherwise act on behalf of another party.
B.9.16 Notice. Customer may send notices required under this Agreement to Esri at the following address:
Environmental Systems Research Institute, Inc.
Attn.: Contracts and Legal Department
380 New York Street
Redlands, CA 92373-8100
USA
Tel.: 909-793-2853
Email: [email protected]
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ATTACHMENT C
SAMPLE TASK ORDER
Esri Agreement No. ________
Task Order No. __________
In accordance with the terms and conditions of the above-referenced Agreement between Environmental Systems Research Institute, Inc. (“Esri”), and ______________________ (“Customer”), ___________________ (“Customer Address”), this Task Order authorizes preparation and provision of the Deliverables described and in accordance with the terms, schedule, and start/end date(s) specified below.
1. Scope of Work: [As applicable, specifically identify and describe Deliverables including custom code, map data, technical data (including technical assistance), and the resources to be provided by Customer (including Customer-supplied personnel, software, hardware, and digital or hard-copy data) and place of delivery and location where technical assistance will be provided.]
In addition to the foregoing, Customer agrees that its employees, representatives, and subcontractors will cooperate and communicate with Esri during performance of this Task Order. Without cost to Esri, Customer shall provide, allow access to, or assist Esri in obtaining all data Esri requests for performance of this Task Order, including, but not limited to, (1) copies of previously prepared reports, maps, plans, surveys, records, and other documents in the control or possession of Customer and (2) copies of ordinances, codes, regulations, or other governmental documents.
2. Contract Type: [Firm Fixed Price (FFP) or Time and Materials (T&M)]:
3. Total Task Order Value (if FFP) or Not-to-Exceed Value (if T&M):
4. Customer Address for the Receipt of Esri Invoices:
5. Delivery Schedule or Start/End Date(s) for Each Deliverable:
6. Special Considerations:
7. Esri Project Manager: [insert name, telephone, and email address] Esri Contract Specialist: [insert name, telephone, and email address] Customer Project Manager: [insert name, telephone, and email address] Customer Contract Contact: [insert name, telephone, and email address] Customer Accounts Payable Contact: [insert name, telephone, and email address]
ACCEPTED AND AGREED:
ENVIRONMENTAL SYSTEMS
[sample only—do not sign] RESEARCH INSTITUTE, INC.
(Customer) (Esri)
Signature: [sample only—do not sign] Signature: [sample only—do not sign]
Printed Name: Printed Name:
Title: Title:
Date: Date:
Quotation # Q-563058
Date: December 2, 2025
Environmental Systems Research Institute, Inc.
380 New York St
Redlands, CA 92373-8100
Phone: (909) 793-2853
DUNS Number: 06-313-4175 CAGE Code: 0AMS3
Customer # 381702 Contract #
City of Redlands
Management Services
35 Cajon St Ste 222
Redlands, CA 92373-4746
To expedite your order, please attach a copy of ATTENTION: Danielle Garcia this quotation to your purchase order. PHONE: (909) 798-7507 Quote is valid from: 12/2/2025 To: 3/2/2026 EMAIL: [email protected]
Material Qty Term Unit Price Total
193206 1 Year 1 $60,300.00 $60,300.00
Populations of 50,001 to 100,000 Small Government Enterprise Agreement Annual Subscription 193206 1 Year 2 $60,300.00 $60,300.00
Populations of 50,001 to 100,000 Small Government Enterprise Agreement Annual Subscription 193206 1 Year 3 $60,300.00 $60,300.00
Populations of 50,001 to 100,000 Small Government Enterprise Agreement Annual Subscription 159166 1 $10,300.00 $10,300.00
ArcGIS Hub Premium ArcGIS Online Community Annual Subscription 173625 1 $5,150.00 $5,150.00
Site Scan for ArcGIS Operator Annual Subscription USA Hosted. This user type license is the foundation of Site Scan for ArcGIS. It provides drone operators the ability to create and fly drone missions using Site Scan Flight Planning, and to upload drone flight data into Site Scan Manager for processing into 2D and 3D outputs. In addition to the ability to fly a drone and upload images for processing, Site Scan Operators have the same privileges as a Site Scan Access License, including ability to download, edit, analyze, and share project data using the Site Scan Manager web interface. What’s Included: Access to Site Scan for ArcGIS Flight Planning iOS App, Access to Site Scan for ArcGIS Manager Web App, Unlimited data processing and storage in private cloud, Unlimited View Only Licenses, Technical support (Email/phone support [7AM to 7PM PT: Monday thru Friday], E Learning online knowledge base.
173625 1 $5,150.00 $5,150.00
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:
Beth Wood
Email:
[email protected]
Phone:
909-793-2853 ext 2137 x2137
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. 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/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.
WOODB This offer is limited to the terms and conditions incorporated and attached herein.
Quotation # Q-563058
Date: December 2, 2025
Environmental Systems Research Institute, Inc.
380 New York St
Redlands, CA 92373-8100
Phone: (909) 793-2853
DUNS Number: 06-313-4175 CAGE Code: 0AMS3
Customer # 381702 Contract #
City of Redlands
Management Services
35 Cajon St Ste 222
Redlands, CA 92373-4746
To expedite your order, please attach a copy of ATTENTION: Danielle Garcia this quotation to your purchase order. PHONE: (909) 798-7507 Quote is valid from: 12/2/2025 To: 3/2/2026 EMAIL: [email protected]
Material Qty Term Unit Price Total
Site Scan for ArcGIS Operator Annual Subscription USA Hosted. This user type license is the foundation of Site Scan for ArcGIS. It provides drone operators the ability to create and fly drone missions using Site Scan Flight Planning, and to upload drone flight data into Site Scan Manager for processing into 2D and 3D outputs. In addition to the ability to fly a drone and upload images for processing, Site Scan Operators have the same privileges as a Site Scan Access License, including ability to download, edit, analyze, and share project data using the Site Scan Manager web interface. What’s Included: Access to Site Scan for ArcGIS Flight Planning iOS App, Access to Site Scan for ArcGIS Manager Web App, Unlimited data processing and storage in private cloud, Unlimited View Only Licenses, Technical support (Email/phone support [7AM to 7PM PT: Monday thru Friday], E Learning online knowledge base.
180147 1 $3,500.00 $3,500.00
ArcGIS Drone2Map Advanced for ArcGIS Online Annual Subscription Subtotal: $205,000.00
Sales Tax: $0.00
Estimated Shipping and Handling (2 Day Delivery): $0.00 Contract Price Adjust: $0.00
Total: $205,000.00
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:
Beth Wood
Email:
[email protected]
Phone:
909-793-2853 ext 2137 x2137
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. 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/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.
WOODB This offer is limited to the terms and conditions incorporated and attached herein.
Quotation # Q-563058
Date: December 2, 2025
Environmental Systems Research Institute, Inc.
380 New York St
Redlands, CA 92373-8100
Phone: (909) 793-2853
DUNS Number: 06-313-4175 CAGE Code: 0AMS3
Customer # 381702 Contract #
City of Redlands
Management Services
35 Cajon St Ste 222
Redlands, CA 92373-4746
To expedite your order, please attach a copy of ATTENTION: Danielle Garcia this quotation to your purchase order. PHONE: (909) 798-7507 Quote is valid from: 12/2/2025 To: 3/2/2026 EMAIL: [email protected]
_________________________________________________________________________________________________________________________________ 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 government agency; an educational facility; or a company that will not pay an invoice without having 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 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 $___________, 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 file 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 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 from Environmental Systems Research Institute, Inc. (Esri).
Any estimated sales and/or use tax reflected on this quote 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 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 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.
For questions contact:
Beth Wood
Email:
[email protected]
Phone:
909-793-2853 ext 2137 x2137
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. 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/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.
WOODB This offer is limited to the terms and conditions incorporated and attached herein.
Esri Use Only:
Cust. Name
Cust. #
PO #
Esri Agreement #
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 wi thout 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 30 ArcGIS Enterprise Contributor User Type 30 ArcGIS Online Mobile Worker User Type 150 ArcGIS Enterprise Mobile Worker User Type 150 ArcGIS Online Creator User Type 150 ArcGIS Enterprise Creator User Type 150 ArcGIS Online Professional User Type 40 ArcGIS Enterprise Professional User Type 40 ArcGIS Online Professional Plus User Type 40 ArcGIS Enterprise Professional Plus User Type 40 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
40 each
ArcGIS 3D Analyst, ArcGIS Data Reviewer,
ArcGIS Geostatistical Analyst, ArcGIS Network
Analyst, ArcGIS Publisher, ArcGIS Spatial
Analyst, ArcGIS Workflow Manager, ArcGIS
Image Analyst
40 each
ArcGIS Online Apps and Other ArcGIS Enterprise Apps and Other ArcGIS Location Sharing for ArcGIS Online 40 ArcGIS Location Sharing for ArcGIS Enterprise 40 ArcGIS Online Service Credits 100,000 ArcGIS Advanced Editing User Type Extension for ArcGIS Enterprise 30
Other Benefits
Number of Esri User Conference registrations provided annually 4 Number of Tier 1 Help Desk individuals authorized to call Esri 4 Five percent (5%) discount on all individual commercially available instructor-led training classes at Esri facilities purchased outside this Agreement
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):
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 (i) found at https://www.esri.com/en- us/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’s point of
contact(s) to provide all Tier 1 Support within
Customer’s organization(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.
2.0—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.
2.2 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.
3.0—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.
3.3 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-
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.
4.0—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://support.esri.com/en/other-
resources/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
https://www.esri.com/en-
us/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
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’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 Customer’s centralized 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
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, 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.
Quotation # Q-564749
Date: January 5, 2026
Environmental Systems Research Institute, Inc.
380 New York St
Redlands, CA 92373-8100
Phone: (909) 793-2853
DUNS Number: 06-313-4175 CAGE Code: 0AMS3
Customer # 381702 Contract # ENTERPRISE
AGREEMENT
City of Redlands
Management Services
35 Cajon St Ste 222
Redlands, CA 92373-4746
To expedite your order, please attach a copy of ATTENTION: Claudia Caceres this quotation to your purchase order. PHONE: 909-307-1606 Quote is valid from: 1/5/2026 To: 4/5/2026 EMAIL: [email protected]
Material Qty Unit Price Total
181077 1 $5,900.00 $5,900.00
ArcGIS Indoors Spaces for ArcGIS Online Annual Subscription 181071 1 $11,800.00 $11,800.00
ArcGIS Indoors Maps for ArcGIS Online Annual Subscription Subtotal: $17,700.00
Sales Tax: $0.00
Estimated Shipping and Handling (2 Day Delivery): $0.00 Contract Price Adjust: $0.00
Total: $17,700.00
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:
Beth Wood
Email:
[email protected]
Phone:
909-793-2853 ext 2137 x2137
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. 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/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.
WOODB This offer is limited to the terms and conditions incorporated and attached herein.
Quotation # Q-564749
Date: January 5, 2026
Environmental Systems Research Institute, Inc.
380 New York St
Redlands, CA 92373-8100
Phone: (909) 793-2853
DUNS Number: 06-313-4175 CAGE Code: 0AMS3
Customer # 381702 Contract # ENTERPRISE
AGREEMENT
City of Redlands
Management Services
35 Cajon St Ste 222
Redlands, CA 92373-4746
To expedite your order, please attach a copy of ATTENTION: Claudia Caceres this quotation to your purchase order. PHONE: 909-307-1606 Quote is valid from: 1/5/2026 To: 4/5/2026 EMAIL: [email protected] _________________________________________________________________________________________________________________________________ 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 government agency; an educational facility; or a company that will not pay an invoice without having 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 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 $___________, 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 file 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 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 from Environmental Systems Research Institute, Inc. (Esri).
Any estimated sales and/or use tax reflected on this quote 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 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 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.
For questions contact:
Beth Wood
Email:
[email protected]
Phone:
909-793-2853 ext 2137 x2137
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. 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/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.
WOODB This offer is limited to the terms and conditions incorporated and attached herein. 2025 User Type Matrix
Detailed description of what’s included in each user type beginning in June 2025.
Grow your organization
by adding any of these user types
Start creating maps and apps
with one of these user types
Viewer Contributor Mobile Worker Creator Professional Professional Plus WHAT’S INCLUDED
ArcGIS Pro
ArcGIS Pro Basic 4
ArcGIS Pro Standard 4
ArcGIS Pro Advanced 4
ArcGIS Pro extensions
ArcGIS 3D Analyst 4
ArcGIS Data Reviewer 4
ArcGIS Geostatistical Analyst 4
ArcGIS Image Analyst 4
ArcGIS Network Analyst 4
ArcGIS Publisher 4
ArcGIS Spatial Analyst 4
ArcGIS Workflow Manager1 4
Apps
ArcGIS for AutoCAD
ArcGIS Business Analyst Web App Standard2 ArcGIS Dashboards
ArcGIS Data Pipelines (ArcGIS Online only) ArcGIS Earth
ArcGIS Earth
ArcGIS Earth mobile app
ArcGIS Excalibur (ArcGIS Enterprise; coming to
ArcGIS Online H2 2025)
ArcGIS Experience Builder ArcGIS Field Maps
ArcGIS Field Maps
Field Maps Designer
ArcGIS Flight
ArcGIS GeoBIM
ArcGIS Hub Basic (ArcGIS Online only) ArcGIS Instant Apps
Last Updated 02/20/2025
Can view data and apps
Can view and edit data,
but can’t create or modify apps
and items
Can view and edit
data, and create and modify
apps and items
4 Included
Esri Internal Only
2025 User Type Matrix (continued)
Detailed description of what’s included in each user type beginning in June 2025.
Viewer Contributor Mobile Worker Creator Professional Professional Plus Apps – Continued
ArcGIS Knowledge Studio3
(ArcGIS Enterprise only)
ArcGIS Maps for Adobe Creative Cloud ArcGIS for Microsoft 3654 ArcGIS Mission5 (ArcGIS Enterprise only)
ArcGIS Mission Manager
ArcGIS Mission Responder ArcGIS Navigator
ArcGIS Notebooks
ArcGIS QuickCapture
ArcGIS QuickCapture
QuickCapture Designer
ArcGIS StoryMaps
ArcGIS StoryMaps
ArcGIS StoryMaps Briefings app
ArcGIS Survey123
ArcGIS Survey123 mobile app
ArcGIS Survey123 web app Survey123 Connect
ArcGIS Urban
ArcGIS Web Editor
ArcGIS Workforce
ArcGIS Workforce mobile app
ArcGIS Workforce web app
ArcGIS Enterprise Sites (ArcGIS Enterprise only) Map Viewer
Scene Viewer
Additional Products and Capabilities
Advanced Editing user type extension6 4 4
ArcGIS CityEngine 4 4
ArcGIS Living Atlas of the World 4 4 4 4 4 4
ArcGIS Solutions 4 4 4
Image Analysis
Image Hosting
Location Sharing user type extension 4
Can view data and apps
Can view and edit data,
but can’t create or modify apps
and items
Can view and edit
data, and create and modify
apps and items
4 Included
Esri Internal Only Last Updated 02/20/2025
2025 User Type Matrix (continued)
Detailed description of what’s included in each user type beginning in June 2025.
Viewer Contributor Mobile Worker Creator Professional Professional Plus Scripting and Developer Technologies
ArcGIS Maps SDK for JavaScript ArcGIS Maps SDKs for Native Apps7 Lite Basic Basic Standard Advanced Advanced ArcGIS Maps SDKs for Game Engines
ArcGIS Pro SDK for .NET
ArcPy
ArcGIS Enterprise SDK
ArcGIS API for Python 1The ArcGIS Workflow Manager extension for ArcGIS Pro requires the ArcGIS Workflow Manager organizational license for ArcGIS Online or ArcGIS Enterprise. 2ArcGIS Business Analyst Web App Standard is available in ArcGIS Online. ArcGIS Enterprise customers with at least one ArcGIS Online license for the Creator user type or above can leverage Business Analyst Web App Standard through ArcGIS Online utility services as of the ArcGIS Enterprise 12.0 release. 3ArcGIS Knowledge Studio is available upon purchasing the ArcGIS Knowledge license, which includes ArcGIS Knowledge Server. Knowledge Studio is available for ArcGIS Enterprise customers only. 4ArcGIS for Microsoft 365 includes ArcGIS for Excel, ArcGIS for Power BI, ArcGIS for SharePoint, ArcGIS for Teams, and ArcGIS Connectors for Power Automate. 5ArcGIS Mission Manager and ArcGIS Mission Responder are available at the designated user types above upon purchasing ArcGIS Mission, which includes ArcGIS Mission Manager. It is available for ArcGIS Enterprise customers only. 6The Advanced Editing user type extension provides access to ArcGIS Parcel Fabric, ArcGIS Trace Network, and ArcGIS Utility Network. Full functionality of those three capabilities is available with ArcGIS Enterprise. 7ArcGIS Maps SDKs for Native Apps license levels correspond with ArcGIS Maps SDKs capabilities.
Note: This matrix is specific to user types only. It does not include all products licensed by Esri. Products that have been deprecated or retired are not listed. Can view data and apps
Can view and edit data,
but can’t create or modify apps
and items
Can view and edit
data, and create and modify
apps and items
4 Included
Esri Internal Only G5867769
Copyright © 2025 Esri. All rights reserved.
Quotation # Q-573623
Date: May 1, 2026
Environmental Systems Research Institute, Inc.
380 New York St
Redlands, CA 92373-8100
Phone: (909) 793-2853
Customer # 381702 Contract # ENTERPRISE
AGREEMENT
City of Redlands
Management Services
35 Cajon St Ste 222
Redlands, CA 92373-4746
DUNS Number: 06-313-4175 CAGE Code: 0AMS3
To expedite your order, please attach a copy of
this quotation to your purchase order.
Quote is valid from: 5/1/2026 To: 7/30/2026
ATTENTION:
PHONE:
EMAIL:
Danielle Garcia
(909) 798-7507
[email protected]
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:
Beth Wood
Email:
[email protected]
Phone:
909-793-2853 ext 2137 x2137
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. 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/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.
WOODB This offer is limited to the terms and conditions incorporated and attached herein.
Year 1 (2026-2027)
Material Qty Term Unit Price Total
193206 1 Year 1 $60,300.00 $60,300.00
Populations of 50,001 to 100,000 Small Government Enterprise Agreement Annual Subscription
159166 1 Year 1 $5,150.00 $5,150.00
ArcGIS Hub Premium ArcGIS Online Community Annual Subscription
173625 1 Year 1 $4,995.50 $4,995.50
Site Scan for ArcGIS Operator Annual Subscription USA Hosted. This user type license is the foundation of Site Scan for ArcGIS. It provides drone operators the ability to create and fly drone missions using Site Scan Flight Planning, and to upload drone flight data into Site Scan Manager for processing into 2D and 3D outputs. In addition to the ability to fly a drone and upload images for processing, Site Scan Operators have the same privileges as a Site Scan Access License, including ability to download, edit, analyze, and share project data using the Site Scan Manager web interface. What’s Included: Access to Site Scan for ArcGIS Flight Planning iOS App, Access to Site Scan for ArcGIS Manager Web App, Unlimited data processing and storage in private cloud, Unlimited View Only Licenses, Technical support (Email/phone support [7AM to 7PM PT: Monday thru Friday], E Learning online knowledge base.
173632 1 Year 1 $499.55 $499.55
Site Scan for ArcGIS Access Annual Subscription USA Hosted. This user type license is for drone data users that need full access to analyze, manage, and share data from their organization’s Site Scan drone projects. An Access License is required to download, edit, analyze, and process project data using Site Scan Manager, to make persistent measurements or annotations, or to access Admin functionalities such as user or fleet management, if authorized. What's Included: Access to Site Scan for Quotation # Q-573623
Date: May 1, 2026
Environmental Systems Research Institute, Inc.
380 New York St
Redlands, CA 92373-8100
Phone: (909) 793-2853
Customer # 381702 Contract # ENTERPRISE
AGREEMENT
City of Redlands
Management Services
35 Cajon St Ste 222
Redlands, CA 92373-4746
DUNS Number: 06-313-4175 CAGE Code: 0AMS3
To expedite your order, please attach a copy of
this quotation to your purchase order.
Quote is valid from: 5/1/2026 To: 7/30/2026
ATTENTION:
PHONE:
EMAIL:
Danielle Garcia
(909) 798-7507
[email protected]
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:
Beth Wood
Email:
[email protected]
Phone:
909-793-2853 ext 2137 x2137
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. 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/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.
WOODB This offer is limited to the terms and conditions incorporated and attached herein.
ArcGIS Manager Web App, Access to Site Scan for ArcGIS Flight Planning iOS App to plan flights only (cannot operate drone), Technical support (Email/phone support [7AM to 7PM PT: Monday thru Friday], E Learning online knowledge base. 180147 1
Year 1 $1,750.00 $1,750.00
ArcGIS Drone2Map Advanced for ArcGIS Online Annual Subscription Year 2 (2027-2028)
Material Qty Term Unit Price Total
193206 1 Year 2 $60,300.00
to 100,000 Small Government Enterprise Agreement Annual Subscription $5,150.00
ArcGIS Online Community Annual Subscription
$4,995.50
$60,300.00
Populations of 50,001
159166 1 Year 2
ArcGIS Hub Premium
$5,150.00
173625 1 Year 2 $4, 995.50
Site Scan for ArcGIS Operator Annual Subscription USA Hosted. This user type license is the foundation of Site Scan for ArcGIS. It provides drone operators the ability to create and fly drone missions using Site Scan Flight Planning, and to upload drone flight data into Site Scan Manager for processing into 2D and 3D outputs. In addition to the ability to fly a drone and upload images for processing, Site Scan Operators have the same privileges as a Site Scan Access License, including ability to download, edit, analyze, and share project data using the Site Scan Manager web interface. What’s Included: Access to Site Scan for ArcGIS Flight Planning iOS App, Access to Site Scan for ArcGIS Manager Web App, Unlimited data processing and storage in private cloud, Unlimited View Only Licenses, Technical support (Email/phone support [7AM to 7PM PT: Monday thru Friday], E Learning online knowledge base.
Material Qty Term Unit Price Total
Quotation # Q-573623
Date: May 1, 2026
Environmental Systems Research Institute, Inc.
380 New York St
Redlands, CA 92373-8100
Phone: (909) 793-2853
Customer # 381702 Contract # ENTERPRISE
AGREEMENT
City of Redlands
Management Services
35 Cajon St Ste 222
Redlands, CA 92373-4746
DUNS Number: 06-313-4175 CAGE Code: 0AMS3
To expedite your order, please attach a copy of
this quotation to your purchase order.
Quote is valid from: 5/1/2026 To: 7/30/2026
ATTENTION:
PHONE:
EMAIL:
Danielle Garcia
(909) 798-7507
[email protected]
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:
Beth Wood
Email:
[email protected]
Phone:
909-793-2853 ext 2137 x2137
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. 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/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.
WOODB This offer is limited to the terms and conditions incorporated and attached herein.
Material Qty Term Unit Price Total
173632 1 Year 2 $499.55 $499.55
S
ite Scan for ArcGIS Access Annual Subscription USA Hosted. This user type license is for drone data users that need full access to analyze, manage, and share data from their organization’s Site Scan drone projects. An Access License is required to download, edit, analyze, and process project data using Site Scan Manager, to make persistent measurements or annotations, or to access Admin functionalities such as user or fleet management, if authorized. What's Included: Access to Site Scan for ArcGIS Manager Web App, Access to Site Scan for ArcGIS Flight Planning iOS App to plan flights only (cannot operate drone), Technical support (Email/phone support [7AM to 7PM PT: Monday thru Friday], E Learning online knowledge base. 180147 1 Year 2 $1,750.00 $1,750.00
A
rcGIS Drone2Map Advanced for ArcGIS Online Annual Subscription Year 3 (2028-2029)
Material Qty Term Unit Price Total
193206 1 Year 3 $60,300.00 $60,300.00
Populations of 50,001 to 100,000 Small Government Enterprise Agreement Annual Subscription 159166 1
Year 3 $5,150.00 $5,150.00
ArcGIS Hub Premium ArcGIS Online Community Annual Subscription 173625 1
Year 3 $4,995.50 $4,995.50
Site Scan for ArcGIS Operator Annual Subscription USA Hosted. This user type license is the foundation of Site Scan for ArcGIS. It provides drone operators the ability to create and fly drone missions using Site Scan Flight Planning, and to upload drone flight data into Site Scan Manager for processing into 2D and 3D outputs. In addition to the ability to fly a drone and Quotation # Q-573623
Date: May 1, 2026
Environmental Systems Research Institute, Inc.
380 New York St
Redlands, CA 92373-8100
Phone: (909) 793-2853
Customer # 381702 Contract # ENTERPRISE
AGREEMENT
City of Redlands
Management Services
35 Cajon St Ste 222
Redlands, CA 92373-4746
DUNS Number: 06-313-4175 CAGE Code: 0AMS3
To expedite your order, please attach a copy of
this quotation to your purchase order.
Quote is valid from: 5/1/2026 To: 7/30/2026
ATTENTION:
PHONE:
EMAIL:
Danielle Garcia
(909) 798-7507
[email protected]
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:
Beth Wood
Email:
[email protected]
Phone:
909-793-2853 ext 2137 x2137
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. 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/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.
WOODB This offer is limited to the terms and conditions incorporated and attached herein.
upload images for processing, Site Scan Operators have the same privileges as a Site Scan Access License, including ability to download, edit, analyze, and share project data using the Site Scan Manager web interface. What’s Included: Access to Site Scan for ArcGIS Flight Planning iOS App, Access to Site Scan for ArcGIS Manager Web App, Unlimited data processing and storage in private cloud, Unlimited View Only Licenses, Technical support (Email/phone support [7AM to 7PM PT: Monday thru Friday], E Learning online knowledge base.
173632 1
Year 3 $499.55 $499.55
Site Scan for ArcGIS Access Annual Subscription USA Hosted. This user type license is for drone data users that need full access to analyze, manage, and share data from their organization’s Site Scan drone projects. An Access License is required to download, edit, analyze, and process project data using Site Scan Manager, to make persistent measurements or annotations, or to access Admin functionalities such as user or fleet management, if authorized. What's Included: Access to Site Scan for ArcGIS Manager Web App, Access to Site Scan for ArcGIS Flight Planning iOS App to plan flights only (cannot operate drone), Technical support (Email/phone support [7AM to 7PM PT: Monday thru Friday], E Learning online knowledge base. 180147 1
Year 3 $1,750.00 $1,750.00
ArcGIS Drone2Map Advanced for ArcGIS Online Annual Subscription Subtotal: $218,085.15
Sales Tax: $0.00
Estimated Shipping and Handling (2 Day Delivery): $0.00 Contract Price Adjust: $0.00
Total: $218,085.15
Material Qty Term Unit Price Total
Quotation # Q-573623
Date: May 1, 2026
Environmental Systems Research Institute, Inc.
380 New York St
Redlands, CA 92373-8100
Phone: (909) 793-2853
Customer # 381702 Contract # ENTERPRISE
AGREEMENT
City of Redlands
Management Services
35 Cajon St Ste 222
Redlands, CA 92373-4746
DUNS Number: 06-313-4175 CAGE Code: 0AMS3
To expedite your order, please attach a copy of
this quotation to your purchase order.
Quote is valid from: 5/1/2026 To: 7/30/2026
ATTENTION:
PHONE:
EMAIL:
Danielle Garcia
(909) 798-7507
[email protected]
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:
Beth Wood
Email:
[email protected]
Phone:
909-793-2853 ext 2137 x2137
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. 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/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.
WOODB This offer is limited to the terms and conditions incorporated and attached herein.
Quotation # Q-573623
Date: May 1, 2026
Environmental Systems Research Institute, Inc.
380 New York St
Redlands, CA 92373-8100
Phone: (909) 793-2853
Customer # 381702 Contract # ENTERPRISE
AGREEMENT
City of Redlands
Management Services
35 Cajon St Ste 222
Redlands, CA 92373-4746
DUNS Number: 06-313-4175 CAGE Code: 0AMS3
To expedite your order, please attach a copy of
this quotation to your purchase order.
Quote is valid from: 5/1/2026 To: 7/30/2026
ATTENTION:
PHONE:
EMAIL:
Danielle Garcia
(909) 798-7507
[email protected]
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:
Beth Wood
Email:
[email protected]
Phone:
909-793-2853 ext 2137 x2137
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. 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/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.
WOODB This offer is limited to the terms and conditions incorporated and attached herein.
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 y
our organization is a US Federal, state, or local government agency; an educational facility; or a company that will not pay an invoice without having issued a formal purchase order, a signed quotation will not be accepted unless it is accompanied by your purchase order.
In or
der 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.
B
Y 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 $ , 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.
P
lease 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 file with Esri.
Signature of Authorized Representative Date
Name (Please Print)
Title
T
he quotation information is proprietary and may not be copied 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 from Environmental Systems Research Institute, Inc. (Esri).
A
ny estimated sales and/or use tax reflected on this quote 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 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 authority for the given jurisdiction.
Esri Use Only:
Cust. Name
Cust. #
PO #
Esri Agreement #
SM
ALL 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”).
T
his 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)
Capped Quantities (annual subscription)
ArcGIS Online User Types ArcGIS Enterprise User Types
ArcGIS Online Contributor User Type 30 ArcGIS Enterprise Contributor User Type 30 ArcGIS Online Mobile Worker User Type 150 ArcGIS Enterprise Mobile Worker User Type 150 ArcGIS Online Creator User Type 150 ArcGIS Enterprise Creator User Type 150 ArcGIS Online Professional User Type 40 ArcGIS Enterprise Professional User Type 40 ArcGIS Online Professional Plus User Type 40 ArcGIS Enterprise Professional Plus User Type 40 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
40 each
ArcGIS 3D Analyst, ArcGIS Data Reviewer,
ArcGIS Geostatistical Analyst, ArcGIS Network
Analyst, ArcGIS Publisher, ArcGIS Spatial
Analyst, ArcGIS Workflow Manager, ArcGIS
Image Analyst
40 each
ArcGIS Online Apps and Other ArcGIS Enterprise Apps and Other ArcGIS Location Sharing for ArcGIS Online 40 ArcGIS Location Sharing for ArcGIS Enterprise 40 ArcGIS Online Service Credits 100,000 ArcGIS Advanced Editing User Type Extension for ArcGIS Enterprise 30
Other Benefits
Number of Esri User Conference registrations provided annually 4 Number of Tier 1 Help Desk individuals authorized to call Esri 4 Five percent (5%) discount on all individual commercially available instructor-led training classes at Esri facilities purchased outside this Agreement
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
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
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 o
f 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.
Acc
epted and Agreed:
Cit
y of Redlands
(Customer)
By:
Authorized Signature
Printed Name: Mario Saucedo
Title
: Mayor
Date:
CUSTO
MER CONTACT INFORMATION
Contact: Telephone:
Address: Fax:
City
, State, Postal Code: E-mail:
Countr
y:
Quotation Number (if applicable):
ATTEST:
___________________________________________________
Jeanne Donaldson, City Clerk
Environmental Systems Research Institute, Inc.
By:_______________________________________
Authorized Signature
Printed Name: ________________________________
Title: _________________________________________
Date: ________________________________________
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 (i) found at https://www.esri.com/en- us/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’s point of
contact(s) to provide all Tier 1 Support within
Customer’s organization(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.
2.0 —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.
2.2 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.
3.0 —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.
3.3 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-
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.
4.0 —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://support.esri.com/en/other-
resources/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
https://www.esri.com/en-
us/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
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’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 Customer’s centralized 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
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, 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.
Quotation # Q-573625
Date: May 6, 2026
Environmental Systems Research Institute, Inc.
380 New York St
Redlands, CA 92373-8100
Phone: (909) 793-2853
DUNS Number: 06-313-4175 CAGE Code: 0AMS3
Customer # 381702 Contract # ENTERPRISE
AGREEMENT
City of Redlands
Management Services
35 Cajon St Ste 222
Redlands, CA 92373-4746
To expedite your order, please attach a copy of ATTENTION: Danielle Garcia this quotation to your purchase order. PHONE: (909) 798-7507 Quote is valid from: 5/1/2026 To: 7/30/2026 EMAIL: [email protected]
Year 1 (2026-2027)
Material Qty Unit Price Total
181071 1 $11,800.00 $11,800.00
ArcGIS Indoors Maps for ArcGIS Online Annual Subscription 181077 1 $5,900.00 $5,900.00
ArcGIS Indoors Spaces for ArcGIS Online Annual Subscription Year 2 (2027-2028)
Material Qty Unit Price Total
181071 1 $11,800.00 $11,800.00
ArcGIS Indoors Maps for ArcGIS Online Annual Subscription 181077 1 $5,900.00 $5,900.00
ArcGIS Indoors Spaces for ArcGIS Online Annual Subscription Year 3 (2028-2029)
Material Qty Unit Price Total
181071 1 $11,800.00 $11,800.00
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:
Beth Wood
Email:
[email protected]
Phone:
909-793-2853 ext 2137 x2137
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. 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/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.
WOODB This offer is limited to the terms and conditions incorporated and attached herein.
Quotation # Q-573625
Date: May 6, 2026
Environmental Systems Research Institute, Inc.
380 New York St
Redlands, CA 92373-8100
Phone: (909) 793-2853
DUNS Number: 06-313-4175 CAGE Code: 0AMS3
Customer # 381702 Contract # ENTERPRISE
AGREEMENT
City of Redlands
Management Services
35 Cajon St Ste 222
Redlands, CA 92373-4746
To expedite your order, please attach a copy of ATTENTION: Danielle Garcia this quotation to your purchase order. PHONE: (909) 798-7507 Quote is valid from: 5/1/2026 To: 7/30/2026 EMAIL: [email protected] Material Qty Unit Price Total
ArcGIS Indoors Maps for ArcGIS Online Annual Subscription 181077 1 $5,900.00 $5,900.00
ArcGIS Indoors Spaces for ArcGIS Online Annual Subscription Subtotal: $53,100.00
Sales Tax: $0.00
Estimated Shipping and Handling (2 Day Delivery): $0.00 Contract Price Adjust: $0.00
Total: $53,100.00
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:
Beth Wood
Email:
[email protected]
Phone:
909-793-2853 ext 2137 x2137
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. 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/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.
WOODB This offer is limited to the terms and conditions incorporated and attached herein.
Quotation # Q-573625
Date: May 6, 2026
Environmental Systems Research Institute, Inc.
380 New York St
Redlands, CA 92373-8100
Phone: (909) 793-2853
DUNS Number: 06-313-4175 CAGE Code: 0AMS3
Customer # 381702 Contract # ENTERPRISE
AGREEMENT
City of Redlands
Management Services
35 Cajon St Ste 222
Redlands, CA 92373-4746
To expedite your order, please attach a copy of ATTENTION: Danielle Garcia this quotation to your purchase order. PHONE: (909) 798-7507 Quote is valid from: 5/1/2026 To: 7/30/2026 EMAIL: [email protected] _________________________________________________________________________________________________________________________________ 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 government agency; an educational facility; or a company that will not pay an invoice without having 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 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 $___________, 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 file 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 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 from Environmental Systems Research Institute, Inc. (Esri).
Any estimated sales and/or use tax reflected on this quote 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 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 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.
For questions contact:
Beth Wood
Email:
[email protected]
Phone:
909-793-2853 ext 2137 x2137
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. 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/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.
WOODB This offer is limited to the terms and conditions incorporated and attached herein.
Quotation # Q-563058
Date: December 2, 2025
Environmental Systems Research Institute, Inc.
380 New York St
Redlands, CA 92373-8100
Phone: (909) 793-2853
DUNS Number: 06-313-4175 CAGE Code: 0AMS3
Customer # 381702 Contract #
City of Redlands
Management Services
35 Cajon St Ste 222
Redlands, CA 92373-4746
To expedite your order, please attach a copy of
this quotation to your purchase order.
Quote is valid from: 12/2/2025 To: 3/2/2026
ATTENTION:
PHONE:
EMAIL:
Danielle Garcia
(909) 798-7507
[email protected]
193206 1 Year 1 $60,300.00 $60,300.00
Populations of 50,001 to 100,000 Small Government Enterprise Agreement Annual Subscription 193206 1 Year 2 $60,300.00 $60,300.00
Populations of 50,001 to 100,000 Small Government Enterprise Agreement Annual Subscription 193206 1 Year 3 $60,300.00 $60,300.00
Populations of 50,001 to 100,000 Small Government Enterprise Agreement Annual Subscription 159166 1 $10,300.00 $10,300.00
ArcGIS Hub Premium ArcGIS Online Community Annual Subscription 173625 1 $5,150.00 $5,150.00
Site Scan for ArcGIS Operator Annual Subscription USA Hosted. This user type license is the foundation of Site Scan for ArcGIS. It provides drone operators the ability to create and fly drone missions using Site Scan Flight Planning, and to upload drone flight data into Site Scan Manager for processing into 2D and 3D outputs. In addition to the ability to fly a drone and upload images for processing, Site Scan Operators have the same privileges as a Site Scan Access License, including ability to download, edit, analyze, and share project data using the Site Scan Manager web interface. What’s Included: Access to Site Scan for ArcGIS Flight Planning iOS App, Access to Site Scan for ArcGIS Manager Web App, Unlimited data processing and storage in private cloud, Unlimited View Only Licenses, Technical support (Email/phone support [7AM to 7PM PT: Monday thru Friday], E Learning online knowledge base.
173625 1 $5,150.00 $5,150.00
Esri may charge a fee to cover expenses related to any customer requirement to use a proprietary vendor management, procurement, or invoice program.
WOODB This offer is limited to the terms and conditions incorporated and attached herein.
For questions contact: Email: Phone:
Beth Wood [email protected] 909-793-2853 ext 2137 x2137
The items on this quotation are subject to and governed by the terms of this quotation, the most current product specific scope of use documentfound athttps://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 athttps://go.esri.com/MAPSapply 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 applicablethird-
party'stermsandconditions.IfEsriisunabletoprovideanysuchdataset,Customerwillnotberesponsibleforanyfurtherpayments forthedataset.USFederalgovernmententitiesandUSgovernmentprimecontractorsauthorizedunderFAR51.1maypurchaseunderthetermsof Esri’s GSA Federal Supply Schedule. Supplemental terms and conditions found athttps://www.esri.com/en-us/legal/terms/state-supplementalapply 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 informationmaynotbegiventooutsidepartiesorusedforanyotherpurposewithoutconsentfromEsri.DeliveryisFOBOriginforcustomerslocated in the USA.
Material Qty Term Unit Price Total
Quotation # Q-563058
Date: December 2, 2025
Environmental Systems Research Institute, Inc.
380 New York St
Redlands, CA 92373-8100
Phone: (909) 793-2853
DUNS Number: 06-313-4175 CAGE Code: 0AMS3
Customer # 381702 Contract #
City of Redlands
Management Services
35 Cajon St Ste 222
Redlands, CA 92373-4746
To expedite your order, please attach a copy of
this quotation to your purchase order.
Quote is valid from: 12/2/2025 To: 3/2/2026
ATTENTION: Danielle Garcia
PHONE:
EMAIL:
(909) 798-7507
[email protected]
Site Scan for ArcGIS Operator Annual Subscription USA Hosted. This user type license is the foundation of Site Scan for ArcGIS. It provides drone operators the ability to create and fly drone missions using Site Scan Flight Planning, and to upload drone flight data into Site Scan Manager for processing into 2D and 3D outputs. In addition to the ability to fly a drone and upload images for processing, Site Scan Operators have the same privileges as a Site Scan Access License, including ability to download, edit, analyze, and share project data using the Site Scan Manager web interface. What’s Included: Access to Site Scan for ArcGIS Flight Planning iOS App, Access to Site Scan for ArcGIS Manager Web App, Unlimited data processing and storage in private cloud, Unlimited View Only Licenses, Technical support (Email/phone support [7AM to 7PM PT: Monday thru
Friday], E Learning online knowledge base.
180147 1 $3,500.00 $3,500.00
ArcGIS Drone2Map Advanced for ArcGIS Online Annual Subscription Subtotal:
Sales Tax:
Estimated Shipping and Handling (2 Day Delivery):
Contract Price Adjust:
$205,000.00
$0.00
$0.00
$0.00
Total: $205,000.00
Esri may charge a fee to cover expenses related to any customer requirement to use a proprietary vendor management, procurement, or invoice program.
WOODB This offer is limited to the terms and conditions incorporated and attached herein.
For questions contact: Email: Phone:
Beth Wood [email protected] 909-793-2853 ext 2137 x2137
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. 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/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.
Material Qty Term Unit Price Total
Quotation # Q-563058
Date: December 2, 2025
Environmental Systems Research Institute, Inc.
380 New York St
Redlands, CA 92373-8100
Phone: (909) 793-2853
DUNS Number: 06-313-4175 CAGE Code: 0AMS3
Customer # 381702 Contract #
City of Redlands
Management Services
35 Cajon St Ste 222
Redlands, CA 92373-4746
To expedite your order, please attach a copy of
this quotation to your purchase order.
Quote is valid from: 12/2/2025 To: 3/2/2026
ATTENTION: Danielle Garcia
PHONE:
EMAIL:
(909) 798-7507
[email protected]
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 government agency; an educational facility; or a company that will not pay an invoice without having 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 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 $ , 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 file 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 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 from Environmental Systems Research Institute, Inc. (Esri).
Any estimated sales and/or use tax reflected on this quote 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 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 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.
WOODB This offer is limited to the terms and conditions incorporated and attached herein.
For questions contact: Email: Phone:
Beth Wood [email protected] 909-793-2853 ext 2137 x2137
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. 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/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.
Esri Use Only:
Cust. Name
Cust. #
PO #
Esri Agreement #
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 wi thout 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)
Capped Quantities (annual subscription)
Other Benefits
Number of Esri User Conference registrations provided annually 4 Number of Tier 1 Help Desk individuals authorized to call Esri 4 Five percent (5%) discount on all individual commercially available instructor-led training classes at Esri facilities purchased outside this Agreement
ArcGIS Online User Types ArcGIS Enterprise User Types
ArcGIS Online Contributor User Type 30 ArcGIS Enterprise Contributor User Type 30 ArcGIS Online Mobile Worker User Type 150 ArcGIS Enterprise Mobile Worker User Type 150 ArcGIS Online Creator User Type 150 ArcGIS Enterprise Creator User Type 150 ArcGIS Online Professional User Type 40 ArcGIS Enterprise Professional User Type 40 ArcGIS Online Professional Plus User Type 40 ArcGIS Enterprise Professional Plus User Type 40 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
40 each
ArcGIS 3D Analyst, ArcGIS Data Reviewer,
ArcGIS Geostatistical Analyst, ArcGIS Network
Analyst, ArcGIS Publisher, ArcGIS Spatial
Analyst, ArcGIS Workflow Manager, ArcGIS
Image Analyst
40 each
ArcGIS Online Apps and Other ArcGIS Enterprise Apps and Other ArcGIS Location Sharing for ArcGIS Online 40 ArcGIS Location Sharing for ArcGIS Enterprise 40 ArcGIS Online Service Credits 100,000 ArcGIS Advanced Editing User Type Extension for ArcGIS Enterprise 30
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
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):
1.0—ADDITIONAL DEFINITIONS 2.0—ADDITIONAL GRANT OF LICENSE In addition to the definitions provided in the Master
Agreement, the following definitions apply to this
Agreement:
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.
“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).
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.
“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/en- us/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. 3.0—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.
“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.
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.
“Tier 1 Help Desk” means Customer’s point of
contact(s) to provide all Tier 1 Support within
Customer’s organization(s).
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.
“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. 3.4 Termination for Lack of Funds. For an Agreement with government or government-
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.
than the defined Products will receive Maintenance.
Customer may acquire maintenance for other
Software outside this Agreement.
a. Tier 1 Support
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.
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.
4.0—PRODUCT UPDATES 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.
4.1 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. 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.
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://support.esri.com/en/other-
resources/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.
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.
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
https://www.esri.com/en-
us/legal/terms/maintenance). At Esri’s sole
discretion, Esri may make patches, hot fixes, or
updates available for download. No Software other
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.
Tier 2 Support may request that Tier 1 Help
Desk individuals provide verification of
information, additional information, or
answers to additional questions to
3.
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).
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.
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.
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
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.
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.
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.
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.
a. All orders pertaining to this Agreement will be
processed through Customer’s centralized point
of contact. 8.0—ORDERING, ADMINISTRATIVE
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
Order number
Applicable annual payment due
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,
(2)
(3)
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, 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.
City Council AGENDA ITEM NO. J3.
DATE: May 19, 2026
TO: Honorable Mayor and City Council Members
SUBJECT: Consideration of approval of a Cooperative Agreement with San Bernardino County Transportation Authority (SBCTA) for management and delivery of the construction phase of the Highland/Redlands Regional Gap Connector Project (Project) in the amount not to exceed $440,396; approval of a Cooperative Agreement with City of Highland for sharing final design cost of the Project in the amount not to exceed $57,850; and determination that these actions are exempt from environmental review pursuant to Section 15061(b)(3) of the State's guidelines implementing the California Environmental Quality Act (Municipal Utilities and Engineering Director Heredia)
MOTION:
If the City Council determines that staff recommendation is appropriate, the following motions are provided:
1. I move that the City Council approve a Cooperative Agreement with SBCTA for the management and delivery of the construction phase of the Highland/Redlands Regional Gap Connector Project (Project) in the amount not to exceed $440,396; and
2. I move that the City Council approve a Cooperative Agreement with the City of Highland for sharing the final design cost of the Project in the amount not to exceed $57,850; and
3. I move City that the Council determine approval of Cooperative Agreements with SBCTA and the City of Highland are exempt from environmental review pursuant to Section 15061(b)(3) of the State's guidelines implementing the California Environmental Quality Act.
RECOMMENDATION:
Staff recommends that the City Council approve a Cooperative Agreement with SBCTA for the management and delivery of the construction phase of the Highland/Redlands Regional Gap Connector Project (Project) in the amount not to exceed $440,396; and recommends City Council approve a Cooperative Agreement with the City of Highland for sharing the final design cost of the Project in the amount not to exceed $57,850.
DISCUSSION:
Project History:
The Highland/Redlands Regional Gap Connector Project (Project) constitutes a regionally significant active transportation capital improvement initiative proposing the design and construction of Class I and Class IV bicycle and pedestrian facilities within the municipal jurisdictions of the City of Redlands and City of Highland. The Project corridor generally extends from Citrus Valley High School (CVHS) in Redlands to Arroyo Verde Elementary School in Highland and is intended to enhance multimodal connectivity for non-motorized users. The proposed improvements are anticipated to materially benefit students commuting to CVHS, whose attendance boundary is predominantly located within the City of Highland. At present, the sole direct access route consists of Boulder Avenue and Orange Street, a two-lane arterial roadway that lacks compliant bicycle or pedestrian infrastructure, thereby presenting safety and operational deficiencies. Upon completion, the Project will establish a continuous, dedicated right-of-way for bicycle and pedestrian travel between the two jurisdictions and will further provide an interconnection with the planned Santa Ana River Trail, a regional trail system extending to the Pacific Ocean.
The Project has undergone extensive planning and development since its initial inception in 2016, when federal funding was awarded to support preliminary implementation. During the environmental review and regulatory permitting phase in 2021, the Project encountered substantial constraints associated with compliance requirements imposed by the California Department of Fish and Wildlife (CDFW). Specifically, CDFW required approximately 31 acres of compensatory mitigation to offset both temporary and permanent impacts to the San Bernardino Kangaroo Rat habitat, as mandated under applicable state environmental protection statutes. The estimated cost of such mitigation measures, approximately $6.5 million, exceeded the projected construction cost of $4 million, thereby rendering the Project financially infeasible under the existing funding framework. Consequently, the Cities of Highland and Redlands elected to relinquish the federal grant funding due to the disproportionate mitigation obligations.
In order to advance the Project and ensure its eventual delivery, the Cities entered into a cooperative partnership with the SBCTA. On March 1, 2023, the SBCTA Board of Directors formally authorized a revised project delivery strategy, including the allocation of funding and segmentation of the overall Project into three discrete components:
the Highland Regional Segment (approximately 1.55 miles), the Redlands Regional South Segment (approximately
0.85 miles), and the Gap Connector Segment (approximately 2.85 miles). The Highland and Redlands segments fall within the exclusive land use and permitting authority of their respective jurisdictions, whereas the Gap Connector Segment is located entirely within an environmentally sensitive habitat area, as identified in Attachment C. Pursuant to an interagency agreement, each jurisdiction assumed responsibility for the design and construction of its respective segment, while SBCTA was designated as the lead agency for purposes of environmental clearance, permitting, and implementation of the Gap Connector Segment.
Current Status:
The City of Redlands and City of Highland each achieved substantial completion of their respective capital improvement projects in Summer 2025. In coordination with both municipalities, SBCTA has undertaken comprehensive efforts to secure supplemental funding sources and obtain all requisite environmental clearances to advance the Gap Project to implementation.
In October 2025, The Project successfully obtained $3 million in grant funding through the Mobile Source Air Pollution Reduction Review Committee, as authorized by the South Coast Air Quality Management District Governing Board. Additionally, the Project was awarded $2 million in Community Project Funding under the Fiscal Year 2026 federal appropriations legislation, with sponsorship from the Office of Congressman Pete Aguilar. SBCTA further secured a $1.4 million grant under the Federal Carbon Reduction Program, designated for improvements within the Highland project segment.
On February 27, 2026, the Project also received all applicable regulatory authorizations from the CDFW, including the issuance of environmental permits that prescribe mandatory mitigation measures for impacts on the Santa Ana River Wash Plan Species Habitat Conservation Plan (SBKR). The permit application incorporated stakeholder input and prior environmental review findings, resulting in a reduced project footprint and minimized biological impacts.
Based on these revisions, CDFW established a compensatory mitigation requirement of 3.26 acres, with an associated cost obligation of $1,184,486. With regulatory approvals secured and funding commitments in place, the Project is now authorized to proceed into final design, procurement, and construction phases in accordance with applicable statutory and contractual requirements.
Project Design:
On February 7, 2017, the City Council authorized the execution of a Cooperative Agreement with the City of Highland for the cost-sharing of the engineering design services for the Project. At the time the Project was bifurcated into phased components, the design documents had not been fully developed or revised to reflect the modified, phased implementation strategy. Design was completed at 95%, and the project did not move forward due to environmental constraints, as described above.
Notwithstanding continued Project activity, efforts have been limited to staff-level coordination and advancement of environmental clearance documentation. Engineering design activities were formally suspended pending acquisition of requisite environmental permits, including those necessary to satisfy SBKR mitigation requirements, and confirmation of fiscal feasibility. The City of Highland has agreed to serve as the lead agency for the final design phase, consistent with its prior role, in order to streamline project delivery and maintain administrative efficiency.
To reinitiate final design services, H.W. Lochner, Inc. (Lochner), successor-in-interest to KOA Corporation, submitted a design proposal to complete the remaining design work for the Gap Project. Given Lochner’s prior preparation of the original design documents and demonstrated expertise in transportation infrastructure projects, the firm is uniquely qualified to perform the required services efficiently and cost-effectively. The proposed scope of services includes the preparation of final PS&E documents and supplemental technical studies, including hydrologic and hydraulic analyses, geotechnical investigations, and structural design calculations for two proposed pedestrian/bicycle bridges within the project boundary. These elements were not previously incorporated, as the bridges had originally been contemplated under a design-build delivery model. Incorporating these design components at this stage is expected to enhance cost certainty and reduce construction-phase risk exposure. Staff, along with the City of Highland, has evaluated the proposal and negotiated a not-to-exceed fee of $347,296, which is commensurate with industry standards for projects of similar complexity and magnitude. The proposal also includes an optional task for high-frequency sonic borings to refine geotechnical data, at an additional cost of $37,565. It should be noted that the bridge design components constitute the majority of the project cost and are located entirely within the City of Highland's jurisdictional boundaries.
Project design costs have been allocated between the City of Redlands and the City of Highland in proportion to the scope of work within each jurisdiction. The City of Highland’s share is estimated at $289,446, while the City of Redlands’ share is estimated at $57,850. The disproportionate allocation reflects the inclusion of the bridge design elements within Highland’s jurisdiction. Upon approval and execution of the agreement, the Project schedule anticipates that the final design will be completed by July, 2026.
Cooperative Agreement:
SBCTA has agreed to serve as the lead agency for the construction phase, and the Cooperative Agreement delineates the respective roles, obligations, and financial responsibilities of the participating parties. Pursuant to the terms of the Agreement, SBCTA shall furnish comprehensive project management services during the construction phase, including the procurement and administration of a construction management consultant and a licensed contractor for execution of the Work.
Each participating City shall be contractually obligated to reimburse its proportionate share of all actual and allocable costs incurred by SBCTA, including but not limited to project management services, construction management services, and direct construction expenditures. The total estimated cost for completion of the construction phase, inclusive of all required environmental mitigation measures, is established at Nine Million Dollars ($9,000,000), with the allocation of funding responsibilities set forth in the Agreement exhibits and the accompanying summary table below:
Funding Source Amount
Federal Carbon Reduction Program Grant$1,405,800
Mobile Source Air Pollution Reduction
Allocation $3,000,000
Fiscal Year 2026 Federal Earmark $2,000,000
Measure I Arterial Program Redlands Portion
(through SBCTA) $1,996,324
City of Redlands Local Match $440,396
Measure I Arterial Program Highland Portion
(through SBCTA) $1,017,435
City of Highland Local Match $417,085
To satisfy the local cost-share obligations associated with applicable grant funding and Measure I Arterial Program allocations, the City of Redlands' proportionate financial responsibility for construction is estimated at $440,396.
Contingent upon approval of all proposed actions, SBCTA anticipates issuing a Notice Inviting Bids for construction in Fall 2026, following completion of final design and preparation of contract documents. Construction is projected to commence in early 2027, with an estimated contract duration of approximately twelve (12) months, subject to standard provisions for delays, extensions of time, and unforeseen conditions.
ALTERNATIVES:
Council may elect to decline to execute the Cooperative Agreements with SBCTA and Highland and provide alternate direction.
STRATEGIC PLAN:
The project supports Strategic Plan Priority D, Strategic Objective 3. Infrastructure: Engineer and construct transportation facilities to accommodate all potential users - motorists, cyclists, and pedestrians.
SUBMITTED BY:
Monica Heredia, Municipal Utilities and Engineering Director
RECOMMENDED BY:
Charles M. Duggan Jr., City Manager
REVIEWED BY:
Yvette M. Abich Garcia, City Attorney
Janice McConnell, Assistant City Manager
Danielle Garcia, Interim Assistant City Manager
James Garland, Interim Management Services/Finance Director PREPARED BY:
Goutam Dobey, City Engineer
FISCAL IMPACT
Fiscal Year: FY 2026/27
Account No.: 252400
Discussion:
There is no financial impact for the current fiscal year. The final design phase costs a total of $347,296, with $289,446 allocated to the City of Highland and $57,850 to the City of Redlands pursuant to the cooperative agreement. Under the cooperative agreement with SBCTA, Redlands’ construction obligation is set at $440,396.
This amount will also serve as the City’s required local match for Measure I Arterial Program funding and is proposed to be financed through Development Impact Fee revenues. The Project will be budgeted for both design and construction costs for FY 26/27.
Attachments
Attachment_A_-_SBCTA_Cooperative_Agreement.pdf
Attachment_B_-_Highland_Cooperative_Agreement.pdf
Attachment_C_-_Location_Map.pdf
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I:\cmo\Agreements\Attachment A - SBCTA Cooperative Agreement.bm.05.05.2026.FY2526-168.docx COOPERATIVE AGREEMENT NO. 25-1003333
BETWEEN
SAN BERNARDINO COUNTY TRANSPORTATION AUTHORITY
AND
CITY OF REDLANDS
FOR
CONSTRUCTION PHASE FOR THE REGIONAL GAP CONNECTOR IN THE CITIES
OF HIGHLAND AND REDLANDS
FOR ORANGE STREET FROM 0.25 MILES NORTH OF PIONEER AVENUE TO
GREENSPOT ROAD IN THE CITIES OF HIGHLAND AND REDLANDS
I. PARTIES AND TERM
A. This COOPERATIVE AGREEMENT (“ AGREEMENT”) is made and entered into by and between the San Bernardino County Transportation Authority (“ SBCTA”) and the City of Redlands (“CITY”). SBCTA and CITY may be referred to herein individually as a “PARTY” and collectively as “PARTIES.”
B. Unless this AGREEMENT is terminated early as provided in Section V, Paragraph E , this AGREEMENT shall terminate upon completion of the PARTIES’ obligations associated with the construction (“CONSTRUCTION”) phase described herein or June 30, 2028, whichever is earlier in time. The indemnification provisions identified in Section V, Paragraphs C through D, shall survive the termination of this AGREEMENT. Should any claims arising out of this AGREEMENT be asserted against one of the PARTIES prior to the termin ation of this AGREEMENT, the AGREEMENT shall be extended until such time as the claims are settled, dismissed or paid.
C. SBCTA shall serve as the lead agency for Project Management (“PM”) of the CONSTRUCTION phase of the PROJECT. SBCTA’s PM responsibilities include, but are not limited to, overseeing the selection and management of consultants and contractors, ensuring compliance with federal , state, and local standards, coordinating with the CITY, managing project schedules and budgets, and providing regular updates through Project Development Team (PDT) meetings, all as specified in this AGREEMENT. SBCTA shall be reimbursed for 100% of the actual PM costs relating to the PROJECT, of which CITY shall reimburse SBCTA a 44% portion.
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A. WHEREAS, CITY intends to initiate improvements to Orange Street from 0.25 miles north of Pioneer Ave nue to Greenspot Road within the limits of the City of Highland and City of Redlands; and
B. WHEREAS, planned improvements include constructing new active transportation improvements including bicycle and pedestrian facilities, including traffic signal modifications, connecting the City of Highland to City of Redlands , and as further defined in Attachment A and depicted in Attachment B, both of which are attached hereto and made part of this AGREEMENT, and are defined herein as the “PROJECT”; and
C. WHEREAS, the PROJECT has been awarded Mobile Source Air Pollution Reduction Review Committee (“MSRC”) funds; and
D. WHEREAS, the PROJECT has been awarded Community Project Funding/Congressionally Directed Spending (“CPF/CDS”) discretionary grant funding; and
E. WHEREAS, the PARTIES wish to enter into this AGREEMENT to delineate roles, responsibilities, and funding commitments relative to PM and CONSTRUCTION activities of the PROJECT; and
F. WHEREAS, the CITY desires SBCTA to provide PM services, estimated at $44,000, for the PROJECT, and understands it is the CITY’s sole responsibility to pay 100% of the CITY’s share of actual SBCTA PM costs; and
G. WHEREAS, the PROJECT cost s hall be funded with pending grant funds, Measure I Valley Major Streets – Arterial Subprogam funds, and Local Funds for the CONSTRUCTION phase of PROJECT; and
NOW, THEREFORE, for good and valuable consideration and the mutual promises contained herein, the PARTIES agree to Section I above and to the following:
III. SBCTA RESPONSIBILITIES
SBCTA agrees:
A. To be lead agency on PM and CONSTRUCTION and to diligently undertake and complete the CONSTRUCTION work for the PROJECT, including the selection and retention of consultants. Performance of services under these consultant contracts shall be subject to the technical direction of SBCTA’s Director of Project Delivery, or t heir designee, with concurrence of CITY on matter s affecting PROJECT work within CITY’s jurisdiction.
SBCTA shall ensure that consultants and contractors participating in PROJECT work are appropriately qualified or licensed to perform the tasks assigned to them and shall be responsible for managing the quality of the PROJECT work, provided however, that all such PROJECT work occurring within the CITY’s jurisdiction shall be performed in compliance
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B. To contribute towards the CITY’s share of the CONSTRUCTION cost s of the PROJECT in an amount not to excee d $1,319,604 (“SBCTA FUNDS”) as shown in Attachment A, to be paid from the CITY’s balance of Measure I Valley Major Streets – Arterial Subprogam funds.
The actual cost of CONSTRUCTION may ultimately vary from the estimates provided in Attachment A; however, under no circumstance are the SBCTA FUNDS to exceed $1,319,604 without a written amendment to this AGREEMENT signed by both Parties.
C. To prepare and submit to CITY signed invoices for reimbursement of allowable PROJECT expenditures. Invoices may be submitted to CITY as frequently as monthly.
D. To establish and maintain an accounting system conforming to Generally Accepted Accounting Principles ( “GAAP”) to support SBCTA ’s request for reimbursement, payment vouchers, or invoices , which segregate and accumulate costs of PM and CONSTRUCTION work elements, and produce monthly reports that clearly identify reimbursable costs, matching fund costs, and other allowable expenditures by SBCTA.
E. To prepare a final accounting of expenditures, including a final invoice for the actual PM and CONSTRUCTION costs. The final accounting and invoice shall be submitted no later than one hundred and twenty (120) calendar days following the completion of this AGREEMENT and shall be submitted to CITY . The invoice shall include a statement that these PROJECT funds were used in conformance with this AGREEMENT and for those PROJECT -specific PM and CONSTRUCTION work activities.
F. To cooperate in having a PROJECT -specific audit completed by CITY , at its option, upon completion of PM and CONSTRUCTION work. The audit should justify and validate that all funds expended on the PROJECT were used in conformance with this AGREEMENT.
G. To reimburse CITY for costs that are determined by subsequent audit to be unallowable within ninety (90) calendar days of SBCTA receiving notice of audit findings, which time shall include an opportunity for SBCTA to respond to and/or resolve the finding. Should the finding not be otherwise resolved and SBCTA fails to reimburse monies due CITY within ninety (90) calendar days of audit finding, or within such other period as may be agreed between both PARTIES hereto, the CITY ’s Council reserves the right to withhold future payments due SBCTA from any source under CITY’s control.
H. SBCTA’s Director of Project Delivery is authorized to act on behalf of SBCTA under this Section of the AGREEMENT.
I. To designate a responsible staff member that will be SBCTA’s representative in attending the PDT meetings, receiving day-to-day communication, and providing PM services.
J. To complete review and provide comments on PROJECT documents in a timely manner that is consistent with the schedule.
K. To provide CITY with a proposed project schedule to complete the PROJECT.
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L. To include CITY in PDT meetings and related communications on PROJECT progress as well as to provide CITY with copies of PDT meeting minutes and action items.
M. To perform the PROJECT work in accordance with State and Federal standards and practices, and in compliance with applicable CITY codes, ordinances, and standards for all work within CITY’s jurisdiction.
N. To provide CITY with a reasonable amount of review and approval time , which shall not be less than thirty (30) calendar days, and an opportunity to review , comment on, and approve CONSTRUCTION documents.
O. To apply for encroachment permits authorizing entry of SBCTA and its consultants and contractors onto CITY right of way to perform investigative activities, including surveying and geotechnical borings, and other field activities required by the PROJECT; and to receive encroachment permits from the CITY at no cost to SBCTA, its consultants, and contractors.
P. To obtain all necessary PROJECT permits, agreements , and/or approvals from appropriate agencies. All mitigation, monitoring, and/or remedial action required by said permits and/or agreements obtained from agencies other than the CITY shall constitute part of the PROJECT cost.
Q. To identify the utilities within the PROJECT area and coordinate with utility companies to determine their location, and if necessary, their potential relocation.
R. To require all contractors and/or consultants under contract to perform services related to the PROJECT to include the CITY , its officers, directors, employees , and agents as additional insureds and to indemnify, defend, and hold harmless the CITY , its officers, directors, employees, and agents from any liability, claims, demands, suits , or actions which ma y be made by any person resulting from the PROJECT.
IV. CITY RESPONSIBILITIES
CITY agrees:
A. To reimburse SBCTA for CITY’s share of actual SBCTA costs incurred in an estimated amount of $440,396 (“CITY FUNDS”), which includes $44,000 towards PM, as shown in Attachment A. The actual cost may ultimately vary from the estimates provided in Attachment A. Any increase in CITY’s total share of PROJECT costs above the estimates shown in Attachment A shall require CITY’s prior written approval, and CITY’s obligation shall be limited to costs attributable to work occurring within CITY’s jurisdiction. CITY agrees to amend AGREEMENT in good faith and contribute these additional costs in accordance with Section V, Paragraph A, below.
B. When conducting an audit of the costs claimed under the provisions of this AGREEMENT, to rely to the maximum extent possible on any prior audit of SBCTA performed pursuant to the provisions of State and Federal laws. In the absence of such an audit, work of other auditors
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C. To designate a responsible staff member that will be CITY ’s representative in attending the PDT meetings, receiving day-to-day communication, and reviewing the PROJECT documents.
D. To review, provide comments on, and approve PROJECT documents within two (2) weeks of receiving the review request from SBCTA . All necessary PROJECT reviews, permits, agreements, and/or approvals from the CITY shall be provided at no cost to SBCTA, its consultants, and contractors.
E. CITY’s Public Works Director/City Engineer is authorized to act on behalf of CITY under this Section of the AGREEMENT.
F. To provide permits, inspections, reviews, and oversight at no cost to SBCTA or to consultants and contractors contracted by SBCTA to work on the PROJECT.
G. To provide SBCTA copies of the franchise/utility agreements for the utilities in the PROJECT area for the purpose of determining prior rights and estimating utility relocation costs.
H. To assist SBCTA as requested and when necessary exercise its rights under utility relocation law or under any franchise agreement, to cause each utility to relocate or rearrange its utility facility.
I. To accept in writing the PROJECT within thirty (30) days of receipt of written notice from SBCTA that the PROJECT is substantially completed, provided that CITY has inspected the PROJECT and prepare d a punch list of any deficiencies within its jurisdiction. A cceptance shall not be unreasonably withheld or delayed, but may be withheld for any items identified on such punch list that are not completed in accordance with approved plans and specifications .
Withholding or delaying acceptance because of nonmater ial work outside of CITY’s jurisdiction shall be deemed unreasonable.
V. MUTUAL RESPONSIBILITIES
The PARTIES agree:
A. To abide by all applicable Federal, State, and Local laws and regulations pertaining to the PROJECT, including policies in the applicable program in the Measure I 2010-2040 Strategic Plan, as amended, as of the Effective Date of this AGREEMENT . In the event SBCTA determines PM and CONSTRUCTION work may exceed the amounts identified in Attachment A of this AGREEMENT, SBCTA shall inform CITY of this determination and thereafter the PARTIES shall work together in an attempt to agree upon an amendment to the am ounts identified in this AGREEMENT. In no event, however, shall the PARTIES be responsible for PROJECT costs in excess of the amounts identified in this AGREEMENT without a written amendment that is approved by the PARTIES.
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I:\cmo\Agreements\Attachment A - SBCTA Cooperative Agreement.bm.05.05.2026.FY2526-168.docx B. Eligible PROJECT reimbursements shall include only those costs incurred by SBCTA for PROJECT-specific work activities that are described in this AGREEMENT and shall not include escalation or interest.
C. Neither SBCTA nor any officer, director, employee or agent thereof is responsible for any injury, damage or liability occurring or arising by reason of anything done or omitted to be done by CITY under or in connection with any work, authority or jurisdiction delegated to CITY under this AGREEMENT . It is understood and agreed that, pursuant to Government Code Section 895.4, CITY shall fully defend, indemnify and save harmless SBCTA , its officers, directors, employees or agents from all claims, suits or actions of every name, kind and description brought for or on account of injury (as defined by Government Code Section 810.8) or property damage caused by the negligent acts or willful misconduct of the CITY under or in connection with any work, authority or jurisdiction delegated to CITY under this AGREEMENT, provided that CITY shall have the right to participate in the defense of any such claim and SBCTA shall not settle any claim without the CITY’s consent, which shall not be unreasonably withheld.
D. Neither CITY nor any officer, director, employee or agent thereof is responsible for any injury, damage or liability occurring or arising by reason of anything done or omitted to be done by SBCTA and under or in connection with any work, authority or jurisdiction delegated to SBCTA under this AGREEMENT. It is understood and agreed that, pursuant to Government Code Section 895.4, SBCTA shall fully defend, indemnify and save harmless CITY , its officers, directors, employees or agents from all claims, suits o r actions of every name, kind and description brought for or on account of injury (as defined by Government Code Section 810.8) or property damage caused by the negligent acts or willful misconduct of SBCTA under or in connection with any work, authority or jurisdiction delegated to SBCTA under this AGREEMENT, provided that SBCTA shall have the right to participate in the defense of any such claim and CITY shall not settle any claim without the SBCTA’s consent, which shall not be unreasonably withheld.
E. Notwithstanding any other provision herein, to the extent consistent with the terms and obligations hereof, any PARTY may terminate this AGREEMENT at any time without cause, by giving thirty (30) calendar days ’ written notice to the other PARTY. In the event of a termination, the PARTY terminating this AGREEMENT shall be liable for any costs or other obligations it may have incurred under the terms of the AGREEMENT prior to termination.
In the event of termination for cause due to a material breach by the other PARTY, the terminating PARTY shall not be liable for costs or obligations arising from the breaching PARTY’s performance or failure to perform, provided that the terminating PARTY has provided notice of the breach and a reasonable opportunity to cure, if applicable.
F. The Recitals to this AGREEMENT are true and correct and are incorporated into this AGREEMENT.
G. All signatories hereto warrant that they are duly authorized to execute this AGREEMENT on behalf of said PARTY and that by executing this AGREEMENT , the PARTIES hereto are formally bound to this AGREEMENT.
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I:\cmo\Agreements\Attachment A - SBCTA Cooperative Agreement.bm.05.05.2026.FY2526-168.docx H. This AGREEMENT shall be governed by and construed in accordance with the laws of the State of California. All PARTIES agree to follow all applicable local, state, county, and federal laws and ordinances with respect to performance under this AGREEMENT.
I. The PARTIES agree that each PARTY and any authorized representative, designated in writing to the PARTIES , and upon reasonable notice, shall have the right during normal business hours to examine all PARTIES’ financial books and records with respect to this AGREEMENT. The PARTIES agree to retain their books and records for a period of three (3) years from the later of: a) the date on which this AGREEMENT terminates; or b) the date on which such book or record was created.
J. If any clause or provisions of this AGREEMENT is illegal, invalid , or unenforceable under applicable present or future laws, then it is the intention of the PARTIES that the remainder of this AGREEMENT shall not be affected but shall remain in full force and effect.
K. This AGREEMENT cannot be amended or modified in any way except in writing, signed by all PARTIES hereto.
L. Neither this AGREEMENT, nor any of the PARTIES’ rights, obligations, duties, or authority hereunder may be assigned in whole or in part by either PARTY without the prior written consent of the other PARTY in its sole, and absolute, discretion. Any such attempt of assignment shall be deemed void and of no force and effect.
M. No waiver of any default shall constitute a waiver of any other default whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a PARTY shall give the other PARTY any contractual rights by custom, estoppel, or otherwise.
N. In the event of litigation arising from this AGREEMENT, each PARTY to this AGREEMENT shall bear its own costs, including attorneys’ fees. This paragraph shall not apply to the costs or attorneys’ fees relative to paragraphs C and D of this Section.
O. This AGREEMENT may be signed in counterparts, each of which shall constitute an original, and may be signed using electronic signatures . This AGREEMENT is effective and shall be dated on the date executed by SBCTA (“Effective Date”).
P. Any notice required, authorized, or permitted to be given hereunder or any other communications between the PARTIES provided for under the terms of this AGREEMENT shall be in writing, unless otherwise provided for herein, and shall be served personally or by reputable courier addressed to the relevant party at the address/fax number stated below:
If to SBCTA: Kristi Lynn Harris
Director of Project Delivery
1170 West Third Street, Second Floor
San Bernardino, CA 92410-1715
Telephone: (909) 884-8276
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Municipal Utilities & Engineering Director
35 Cajon St. Suite 15A
Redlands, CA 92374
Telephone: (909) 798-7698
Q. There are no third-party beneficiaries, and this AGREEMENT is not intended, and shall not be construed to be for the benefit of, or be enforceable by, any other person or entity whatsoever.
----------------------------------- SIGNATURE PAGE TO FOLLOW -----------------------------------
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SIGNATURE PAGE TO
COOPERATIVE AGREEMENT NO. 25-1003333
BETWEEN
SAN BERNARDINO COUNTY TRANSPORTATION AUTHORITY
and CITY OF REDLANDS
SAN BERNARDINO COUNTY
TRANSPORTATION AUTHORITY
CITY OF REDLANDS
By:___ ________________________
By:___________________________
Rick Denison Mario Saucedo
President, Board of Directors Mayor
Date:__________________________
Date:__________________________
APPROVED AS TO FORM: APPROVED AS TO FORM:
By:___________________________
By:____________________________
Iain MacMillan Yvette M. Abich Garcia
Assistant General Counsel CITY Attorney
ATTEST:
By:____________________________
Jeanne Donaldson
City Clerk
25-1003333 Page 1 of 1
Attachment A
Project Scope:
Orange Street from 0.25 miles north of Pioneer Avenue to Greenspot Road within the limits of the City of Highland and City of Redlands.
Total Project Cost Estimate and Funding Shares:
Highland Share of Project Costs: 56%
Redlands Share of Project Costs: 44%
Highland Development Share Match to SBCTA Funds: 46.4%
Redlands Development Share Match to SBCTA Funds: 23.1%
25-1003333 Page 1 of 1
Attachment B
Project Limits
I:\cmo\Agreements\Attachment B - Highland Cooperative Agreement.bm.05.05.2026.FY2526-169.docx
AGREEMENT BETWEEN
CITY OF HIGHLAND AND CITY OF REDLANDS
FOR
DESIGN PHASE FOR THE HIGHLAND/REDLANDS REGIONAL
GAP CONNECTOR PROJECT
FOR ORANGE STREET FROM 0.25 MILES NORTH OF PIONEER AVENUE TO
GREENSPOT ROAD IN THE CITIES OF HIGHLAND AND REDLANDS
This agreement is made and entered into this 19th day of May, 2026 (“Effective Date”), by and between the City of Highland (hereinafter referred to as HIGHLAND) and the City of Redlands (hereinafter referred to as REDLANDS), sometime individually referred to as a PARTY and, collectively referred to as the PARTIES.
RECITALS
WHEREAS HIGHLAND and REDLANDS are working cooperatively to deliver a regional bikeway/walkway project entitled HIGHLAND/REDLANDS REGIONAL GAP CONNECTOR PROJECT (hereinafter referred to as the PROJECT); and
WHEREAS HIGHLAND is the Implementing agency and REDLANDS is the Partnering Agency; and
WHEREAS the PROJECT lies within the jurisdictions of HIGHLAND and REDLANDS; and
WHEREAS W.H. Lochner, Inc. is contracted to provide additional plans, specifications, and estimate (collectively referred to as DESIGN) services of the PROJECT at a total cost of $309,731; and
WHEREAS the PARTIES wish to enter into a Cooperative Agreement to cooperate in the implementation of the PROJECT, delineate responsibilities and funding commitments relative to DESIGN services of the PROJECT; and
WHEREAS the PARTIES acknowledge that each PARTY is responsible for the full costs of the portion of the DESIGN located within its respective jurisdictional boundaries; and
WHEREAS the PARTIES recognize that PROJECT costs are subject to change and it is the intent of the PARTIES that each PARTY pay their share of final PROJECT costs, net of grant funding; and
NOW THEREFORE, in consideration of the mutual promises contained herein, the PARTIES agree to the following:
I:\cmo\Agreements\Attachment B - Highland Cooperative Agreement.bm.05.05.2026.FY2526-169.docx
SECTION I
HIGHLAND agrees to:
1. Act as Implementing Agency in the execution of DESIGN services within HIGHLAND and REDLANDS. As such, HIGHLAND shall be the sole PARTY that contracts with consultants for DESIGN services.
2. Be responsible for the full DESIGN costs of the PROJECT located within HIGHLAND, totaling $251,881.
3. Pay its share of the DESIGN costs if funding is reduced, relinquished, deobligated, or otherwise no longer available.
4. Invoice REDLANDS for its share of DESIGN costs no more frequently than once per month.
Consultant invoices shall be included with invoices to REDLANDS as the basis for substantiating the invoice amount for eligible DESIGN expenditures.
5. Establish and maintain an accounting conforming to Generally Accepted Accounting Principles to support accounting activities associated with the delivery of the DESIGN and produce monthly reports which clearly identify invoice payments for DESIGN services, including information of the funding sources.
6. Maintain all source documents, books, and records connected with HIGHLAND’s performance under this agreement for a minimum of five years from the date the Notice of Completion of the PROJECT is recorded, or until audit resolution is achieved, whichever is later, and to make all such supporting information available for inspection and audit by representatives of REDLANDS.
Copies will be made and furnished by HIGHLAND upon request.
7. Abide by all SBCTA, State, and Federal policies, procedures, and regulations applicable to the PROJECT.
SECTION II
REDLANDS agrees to:
1. Be responsible for the full DESIGN costs of the PROJECT located within REDLANDS, Totaling $57,850.
2. Pay its share of DESIGN costs if funding is reduced, relinquished, deobligated, or otherwise no longer available.
3. Pay HIGHLAND for expenditures incurred on that portion of the PROJECT located within REDLANDS within thirty days following receipt of an invoice from HIGHLAND.
4. Establish and maintain an accounting conforming to Generally Accepted Accounting Principles to support accounting activities associated with the delivery of the DESIGN and produce monthly reports which clearly identify invoice payments for DESIGN services, including information of the funding sources.
I:\cmo\Agreements\Attachment B - Highland Cooperative Agreement.bm.05.05.2026.FY2526-169.docx
5. Maintain all source documents, books, and records connected with REDLANDS’s performance under this agreement for a minimum of five years from the date the Notice of Completion of the PROJECT is recorded, or until audit resolution is achieved, whichever is later, and to make all such supporting information available for inspection and audit by representatives of HIGHLAND.
Copies will be made and furnished by REDLANDS upon request.
6. Abide by all SBCTA, State, and Federal policies, procedures, and regulations applicable to the PROJECT.
SECTION III
IT IS MUTUALLY AGREED:
1. That eligible PROJECT expenditures shall be limited to DESIGN-specific work and shall not include escalation, interest, or other fees.
2. Each PARTY shall defend, indemnify, and hold harmless the other PARTY from and against any claim of liability, damages, cost or loss, including costs and attorney’s fees, from personal injury or death to persons, or property damage (collectively “Claims”) resulting from or arising from negligence or willful misconduct of either PARTY, it’s elected officials, employees, consultants, or agents, except to the extent such Claims may be caused by or result from negligence or willful misconduct of either PARTY, it’s elected officials, employees, contractors, or agents.
3. This Agreement shall commence on its Effective Date and shall terminate upon HIGHLAND’s provision of a written notice of completion of DESIGN, unless any accounting remains unsettled between the PARTIES. Upon settlement of any such accounting issues, REDLANDS and HIGHLAND shall each issue a written notice of completion of DESIGN and this Agreement shall be deemed terminated as of such date. This Agreement may be extended or terminated by mutual written consent of the PARTIES.
I:\cmo\Agreements\Attachment B - Highland Cooperative Agreement.bm.05.05.2026.FY2526-169.docx
AGREEMENT BETWEEN
CITY OF HIGHLAND AND CITY OF REDLANDS
FOR
DESIGN PHASE FOR THE REGIONAL GAP CONNECTOR IN THE CITIES OF
HIGHLAND AND REDLANDS
FOR ORANGE STREET FROM 0.25 MILES NORTH OF PIONEER AVENUE TO
GREENSPOT ROAD IN THE CITY OF HIGHLAND AND REDLANDS
CITY OF REDLANDS CITY OF HIGHLAND
By:___ ________________________
By:___________________________
Mario Saucedo. Carlos Zamano
Mayor City Manager
Date:__________________________
Date:__________________________
APPROVED AS TO FORM: APPROVED AS TO FORM:
By:___________________________
By:____________________________
Yvette M. Abich Garcia Maricela Marroquin
City Attorney City Attorney
ATTEST:
By:____________________________
Jeanne Donaldson
City Clerk
I:\cmo\Agreements\Attachment B - Highland Cooperative Agreement.bm.05.05.2026.FY2526-169.docx
Attachment A
Fee Estimate
Kick-off Meeting (1) $772 $579 $193
Design Meetings (up to 4) $4,848 $3,636 $1,212
General Project Management $13,400 $10,050 $3,350
SUBTOTAL $19,020 $14,265 $4,755
Roadway Plans (100%) $41,924 $18,500 $23,424
Structural Plans (30%) $17,094 $14,280 $2,814
Bridge Plans (95%) $25,494 $24,570 $924
Bridge Plans (100%) $8,190 $7,266 $924
Ped Bridge Design Calculations $30,030 $30,030
Barrier Design Calculations $13,020 $13,020
Foundation Report & Geotechnical Report Updates $78,200 $78,200 $78,200 Hydrology, Floodplain, Bridge Hydraulics and Scour Study $28,800 $28,800 $28,800 Specifications (100%) $28,566 $21,425 $7,141
Estimates (100%) $19,393 $14,545 $4,848
SUBTOTAL $78,200 $28,800 $290,711 $237,616 $53,095
TOTAL BASE SERVICES $78,200 $28,800 $309,731 $251,881 $57,850
BASE SERVICES
TASK 1: PROJECT MANAGEMENT
TASK 2: FINAL DESIGN
SUB-CONSULTANTS COST SHARE
Geotechnical
(Ninyo &
Moore)
Drainage
(ACI) Team Total City of
Highland
City of
Redlands
I:\cmo\Agreements\Attachment B - Highland Cooperative Agreement.bm.05.05.2026.FY2526-169.docx
Attachment B
Project Limits
City Council AGENDA ITEM NO. J4.
DATE: May 19, 2026
TO: Honorable Mayor and City Council Members
SUBJECT: Consideration for approval of an Agreement with Pro-Craft Construction, Inc. for citywide plumbing and repair services for a one-year term with two (2) optional one-year extensions, in an amount not to exceed $300,000.00 (Facilities and Community Services Department Director Crocker)
MOTION:
If the City Council determines that staff's recommendation is appropriate, the following motion is provided:
I move to approve an agreement with Pro-Craft Construction, Inc. for citywide on-call plumbing and repair services for a one-year term and two (2) optional one-year extensions, in an amount not to exceed $300,000.
RECOMMENDATION:
Staff recommends that the City Council approve an agreement with Pro-Craft Construction, Inc. for citywide on-call plumbing and repair services for a one-year term with two (2) optional one-year extensions, in an amount not to exceed $300,000.
DISCUSSION:
The Facilities & Community Services Building Maintenance Division is responsible for maintaining all City facilities, including plumbing systems, across twenty-eight (28) locations. Several of these facilities have aging infrastructure, resulting in an increased need for plumbing repairs. While Building Maintenance staff perform routine plumbing work, outside contractors are engaged when additional capacity or specialized expertise is required. These services ensure timely completion of repairs while allowing City staff to focus on more complex maintenance needs.
In Fiscal Year 2025, the City expended approximately $98,000 on contracted plumbing and repair services. With the addition of the Museum of Redlands, staff anticipates an increase of approximately $2,000 annually, or $6,000 over the full potential term of the agreement.
The City issued a Request for Bids (RFB) for on-call plumbing and repair services on February 20, 2026.
BID OPENING REPORT SUMMARY
BIDDER BID AMOUNT
Pro-Craft Construction, Inc., Redlands, CA$84,624.00
ACCO Engineered Systems, Inc., Pasadena, CA$123,440.00
Each bid was reviewed by staff to assess compliance with bid requirements; Pro-Craft Construction Inc. was determined to be the lowest responsive bidder. The bid totals are based on hourly rates and markup percentages on parts.
ALTERNATIVES:
City Council may deny the staff recommendation and provide alternate direction.
STRATEGIC PLAN:
N/A
SUBMITTED BY:
Tabitha Crocker, Facilities & Community Services Director
RECOMMENDED BY:
Charles M. Duggan Jr., City Manager
REVIEWED BY:
Yvette M. Abich Garcia, City Attorney
Janice McConnell, Assistant City Manager
Danielle Garcia, Interim Assistant City Manager
James Garland, Interim Management Services/Finance Director Dana Abramovitz-Daniel, Procurement Manager
PREPARED BY:
Marion Cronin, Administrative Analyst
FISCAL IMPACT
Fiscal Year: 2027-2030
Revenue Generating: No
Amount: $300,000.00
Budgeted Y/N: Yes
Account No.: 101301,511900, 562900, 564900, 607900, 101192 Additional Appropriation Required: No
Discussion: Funding for this service is included in the operating budget request within various accounts for the FY 2026-2028.
Attachments
Agreement_w_Pro-Craft_Construction.pdf
City_Clerk_Report.pdf
NPS-2.2 (2/22)
I:\cmo\Agreements\Agreement w Pro-Craft Construction.bm.05.05.2026.FY2526-170.docx 1 AGREEMENT TO PERFORM NON-PROFESSIONAL SERVICES
FOR IMPROVEMENT TO PUBLIC BUILDINGS AND GROUNDS
This agreement for the provision of as needed on call plumbing repairs (“Agreement”) is made and entered in this 5 th day of May , 2026 (“Effective Date”), by and between the City of Redlands, a municipal corporation (“City”) and Pro-Craft Construction, Inc., a California corporation (“Contractor”). City and Contractor are sometimes individually referred to herein as a “Party” and, together, as the “Parties.” In consideration of the mutual promises contained herein, City and Contractor agree as follows:
ARTICLE 1 – ENGAGEMENT OF CONTRACTOR
1.1 City hereby engages Contractor to perform as needed on call plumbing repair services for City (the “Services”). The Services that Contractor shall perform are more particularly described in Exhibit “A,” titled “Scope of Services,” which is attached hereto and incorporated herein by this reference.
1.2 The Services shall be performed by Contractor in a professional manner, and Contractor represents that it has the skill and the professional expertise necessary to provide the Services to City at a level of competency presently maintained by other practicing professional Contractors in the industry providing like and similar types of Services.
ARTICLE 2 – RESPONSIBILITIES OF CONTRACTOR
2.1 Contractor shall comply with all applicable federal, state and local laws and regulations in the performance of the Services including, but not limited, to all applicable Labor Code and prevailing wage laws and non- discrimination laws, including the Americ ans with Disabilities Act. Pursuant to Labor Code section 1773.2, copies of the prevailing rates of per diem wages as determined by the Director of the California Department of Industrial Relations for each craft, classification or type of worker needed to undertake the Services are on file at City’s Municipal Utilities and Engineering Department, located at the Civic Center, 35 Cajon Street, Suite 15A (Mailing: P.O. Box 3005), Redlands, California 92373.
2.2 Contractor acknowledges that if it violates the Labor Code provisions relating to prevailing wages that City may enforce such provisions by withholding payments to Contractor or its subcontractors pursuant to Labor Code section 1771.6.
2.3 If Contractor executes an agreement with a subcontractor to perform any portion of the Scope of Services, Contractor shall comply with Labor Code sections 1775 and 1777.7 and shall provide the subcontractor with copies of the provisions of Labor Code sections 1771, 1775, 1776, 1777.5, 1813 and 1815. Contractor acknowledges that the statutory provisions establishing penalties for failure to comply with state wage and hour laws and to pay prevailing wages may be enforced by City pursuant to Labor Code sections 1775 and 1813.
2.4 Contractor and its subcontractors shall comply with the provisions of Labor Code section 1776 regarding payroll records maintenance, certifications, retention and inspection.
NPS-2.2 (2/22)
I:\cmo\Agreements\Agreement w Pro-Craft Construction.bm.05.05.2026.FY2526-170.docx 2 2.5 Contractor acknowledges that eight (8) hours constitutes a legal day’s work pursuant to Labor Code section 1810.
2.6 Contractor shall comply with the provisions of Labor Code section 1777.5 as to apprenticeships, and Labor Code sections 1771, 1775, 1776, 1777.5, 1813 and 1815.
2.7 Pursuant to Public Contract Code section 7103.5(b), Contractor offers and agrees to assign to City all rights, title and interest in and to all causes of action it may have under section 4 of the Clayton Act (15 U.S.C. section 15) or under the Cartwright Act (Chapter 2 (commencing with section 16700) of Part 2 of Division 7 of the Business and Professions Code), arising from purchases of goods, goods or materials pursuant to this Agreement.
ARTICLE 3 – RESPONSIBILITIES OF CITY
3.1 City shall make available to Contractor information in its possession that may reasonably assist Contractor in performing the Scope of Services.
3.2 City des ignates Tabitha Crocker, Facilities & Community Services Director , as City’s representative with respect to performance of the Scope of Services, and such person shall have the authority to transmit instructions, receive information, interpret and define City’s policies and decisions with respect to performance of the Scope of Services.
ARTICLE 4 – PERFORMANCE OF SERVICES
4.1 The term of this Agreement shall be for a period of one (1) year from the Effective Date of this Agreement (the “Initial Term”). The City shall have the option to extend the Initial Term of this Agreement by two (2) additional one-year terms (each, an “Extended Term”), on the same terms and conditions, by providing written notice to Contractor at least thirty (30) days prior to the expiration of the Initial Term or any Extended Term. The Initial Term and the Extended Terms are hereby collectively, referred to herein as the “Term” of this Agreement.
ARTICLE 5 – PAYMENTS TO CONTRACTOR
5.1 Compensation: The compensation for Contractor’s performance of the Scope of Services shall not exceed the amount of One Hundred Thousand Dollars ($100,000.00) for the Services provided during the Initial Term. Should this Agreement be renewed, the compensation for Contractor’s performance for the Scope of Services shall not exceed the amount of One Hundred Thousand Dollars ($100,000.00) for the first Extended Term; and One Hundred Thousand Dollars ($100,000.00) for the second Extended Term, bringing the total possible amount of compensation to a not -to-exceed amount of Three Hundred Thousand Dollars ($300,000.00). For the Initial Term and each Extended Term, City shall pay Contractor on a time and materials basis up to the not-to-exceed amount in accordance with the rates specified in Exhibit “B” titled “Fee Schedule,” which is attached hereto and incorporated herein by reference.
NPS-2.2 (2/22)
I:\cmo\Agreements\Agreement w Pro-Craft Construction.bm.05.05.2026.FY2526-170.docx 3 5.2 Contractor shall submit monthly invoices to City describing the Services performed during the preceding month. Contractor’s invoices shall include a brief description of the Services performed, the dates the Services were performed, the number of hours spent and by whom.
City shall pay Contractor no later than thirty (30) days after receipt and approval by City of Contractor’s invoice.
5.3 Any notice or other communication required, or which may be given, pursuant to this Agreement, shall be in writing. Any such notice shall be deemed delivered (i) on the date of delivery in person; (ii) five (5) days after deposit in first class registered mail, with return receipt requested; (iii) on the actual delivery date if deposited with an overnight courier; or (iv) on the date sent by facsimile or electronic mail transmission (including PDF) , if confirmed with a copy sent contemporaneously by fir st class, certified, registered or express mail; in each case properly posted and fully prepaid to the appropriate address set forth below, or such other address as a Party may provide notice in accordance with this section:
CITY CONTRACTOR
City Clerk Christopher McFayden, CEO
City of Redlands Pro-Craft Construction, Inc,
35 Cajon Street 500 Iowa Street
P.O. Box 3005 (mailing) Redlands, CA 92373
Redlands, CA 92373 [email protected]
[email protected] 909-790-5222
(909) 798-7531
ARTICLE 6 – INSURANCE AND INDEMNIFICATION
6.1 The following insurance coverage required by this Agreement shall be maintained by Contractor for the duration of its performance of the Services. Contractor shall not perform any Services unless and until the required insurance listed below is obtained by Contractor.
Contractor shall provide City with certificates of insurance and endorsements evidencing such insurance prior to commencement of the Services. Insurance policies shall include a provision prohibiting cancellation or modification of the policy except upon thirty (30) days prior written notice to City.
A. Workers’ Compensation and Employer’s Liability insurance in the amount that meets statutory requirements with an insurance carrier acceptable to City, or certification to City that Contractor is self-insured or exempt from the workers’ compensation laws of the State of California. Contractor shall execute and provide City with Exhibit “ C,” titled “Workers’ Compensation Insurance Certification,” which is attached hereto and incorporated herein by this reference, prior to performance of the Services.
B. Comprehensive General Liability insurance with carriers acceptable to City in the minimum amount of One Million Dollars ($1,000,000) per occurrence and Two Million Dollars ($2,000,000) aggregate, for public liability, property damage and personal injury is required. City shall be named as an additional insured and such insurance shall be primary and non-contributing to any insurance or self-insurance maintained by City.
NPS-2.2 (2/22)
I:\cmo\Agreements\Agreement w Pro-Craft Construction.bm.05.05.2026.FY2526-170.docx 4 C. Business Auto Liability coverage, with minimum limits of One Million Dollars ($1,000,000) per occurrence, combined single limit bodily injury liability and property damage liability. This coverage shall include all Contractor owned vehicles used in connection with Contractor’s provision of the Services, hired and non-owned vehicles, and employee non- ownership vehicles. City shall be named as an additional insured and such insurance shall be primary and non- contributing to any insurance or self - insurance maintained by City.
6.2 Contractor shall defend, indemnify, and hold harmless City and its elected and appointed officials, employees and agents from and against any and all claims, losses and liability, including attorneys’ fees, arising from injury or death to persons or damage to property occasioned by any negligent act or omission by, or the willful misconduct of, Contractor , or its officers, employees and agents in performing the Services.
ARTICLE 7 – CONFLICTS OF INTEREST
7.1 Contractor covenants and represents that it does not have any investment or interest in any real property that may be the subject of this Agreement or any other source of income, interest in real property or investment that would be affected in any manner or degree by the performance of Contractor’s Services. Contractor further covenants and represents that in the performance of its duties hereunder, no person having any such interest shall perform any Services under this Agreement.
7.2 Contractor agrees it is not a designated employee within the meaning of the Political Reform Act because Contractor:
A. Does not make a governmental decision whether to:
(i) approve a rate, rule or regulation, or adopt or enforce a City law; (ii) issue, deny, suspend or revoke any City permit, license, application, certification, approval, order or similar authorization or entitlement; (iii) authorize City to enter into, modify or renew a contract; (iv) grant City approval to a contract that requires City approval and to which City is a party, or to the specifications for such a contract; (v) grant City approval to a plan, design, report, study or similar item; (vi) adopt, or grant City approval of, policies, standards or guidelines for City or for any subdivision thereof.
B. Does not serve in a staff capacity with City and in that capacity, participate in making a governmental decision or otherwise perform the same or substantially the same duties for City that would otherwise be performed by an individual holding a position specified in City’s Conflict of Interest Code under Government Code section 87302.
7.3 In the event City determines that Contractor must disclose its financial interests, Contractor shall complete and file a Fair Political Practices Commission Form 700, State ment of NPS-2.2 (2/22)
I:\cmo\Agreements\Agreement w Pro-Craft Construction.bm.05.05.2026.FY2526-170.docx 5 Economic Interests , with the City Clerk ’s office pursuant to the written instructions provided by the City Clerk.
ARTICLE 8 – GENERAL CONSIDERATIONS
8.1 In the event any action is commenced to enforce or interpret any of the terms or conditions of this Agreement the prevailing Party shall, in addition to any costs and other relief, be entitled to the recovery of its reasonable attorneys’ fees, including fe es for the use of in - house counsel by a Party.
8.2 Contractor shall not assign any of the Scope of Services, except with the prior written approval of City and in strict compliance with the terms and conditions of this Agreement.
Any assignment or attempted assignment without such prior written consent may, in the sole discretion of City, results in City’s immediate termination of this Agreement.
8.3 Contractor is for all purposes under this Agreement an independent contractor and shall perform the Services as an independent contractor. Neither City nor any of its agents shall have control over the conduct of Contractor or Contractor’s employees, except as herein set forth. Contractor shall supply all necessary tools and instrumentalities required to perform the Services. Assigned personnel employed by Contractor are for its account only, and in no event shall Contractor or personnel retained by it be deemed to have been employed by City or engaged by City for the account of, or on behalf of City. Contractor shall have no authority, express or implied, to act on behalf of City in any capacity whatsoever as an agent, nor shall Contractor have any authority, express or implied, to bind City to any obligation.
8.4 This Agreement may be terminated by City, in its sole discretion, by providing not less than five (5) days prior written notice to Contractor of City’s intent to terminate. If this Agreement is terminated by City, an adjustment to Contractor ’s compensation shall be made, but (i) no amount shall be allowed for anticipated profit or unperformed Services, and (ii) any payment due Contractor at the time of termination may be adjusted to the extent of any additional costs to City occasioned by any default by Contractor. Upon receipt of a termination notice, Contractor shall immediately discontinue its provision of the Services and, within five (5) days of the date of the termination notice, deliver or otherwise make available to City, copies (in both hard copy and electronic form, where applicable) of project related d ata, design calculations, drawings, specifications, reports, estimates, summaries and such other information and materials as may have been accumulated by Contractor in performing the Services. Contractor shall be compensated on a pro-rata basis for Services completed up to the date of termination.
8.5 Contractor shall maintain books, ledgers, invoices , accounts and other records and documents evidencing costs and expenses related to the Services for a period of three (3) years, or for any longer period required by law, from the date of final payment to Contractor pursuant to this Agreement. Such books shall be available at reasonable times for examination by City at the office of Contractor.
NPS-2.2 (2/22)
I:\cmo\Agreements\Agreement w Pro-Craft Construction.bm.05.05.2026.FY2526-170.docx 6 8.6 This Agreement, including the Exhibits incorporated herein by reference, represents the entire agreement and understanding between the Parties as to the matters contained herein, and any prior negotiations, written proposals or verbal agreements relating to such matters are superseded by this Agreement. Except as otherwise provided for herein, an y amendment to this Agreement shall be in writing, approved by City and signed by City and Contractor.
8.7 This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflicts of laws provisions. The Parties agree that all actions or proceedings arising in connection with this Agreement shall be tried and litigated only in the state courts located in San Bernardino County, California, and the federal courts located in Riverside County, California.
8.8 If one or more of the sentences, clauses, paragraphs or sections contained in this Agreement is declared invalid, void or unenforceable by a court of competent jurisdiction, the same shall be deemed severable from the remainder of this Agreement and shall not affect, impair or invalidate the remaining sentences, clauses, paragraphs or sections contained herein, unless to do so would deprive a Party of a material benefit of its bargain under this Agreement.
IN WITNESS WHEREOF, duly authorized representatives of City and Contractor have signed in confirmation of this Agreement.
CITY OF REDLANDS PRO-CRAFT CONSTRUCTION, INC.
By: ___________________________ By: _________________________ Mario Saucedo, Mayor Christopher McFayden, CEO
ATTEST:
___________________________
Jeanne Donaldson, City Clerk
NPS-2.2 (2/22)
I:\cmo\Agreements\Agreement w Pro-Craft Construction.bm.05.05.2026.FY2526-170.docx 7 EXHIBIT "A"
SCOPE OF SERVICES
The Scope of Services includes on-call, as-needed plumbing repair services across various City- owned facilities. Services include general plumbing maintenance, troubleshooting, and repair work at multiple locations.
• Perform a wide range of plumbing repairs and maintenance tasks as needed. • Work may be required at facilities with plumbing infrastructure ranging in age from approximately 30 to 90 years old.
• Contractors should be prepared to address varying levels of system condition and complexity.
• Required response time is within one (1) hour from the initial service request. • All hourly rates must be fully burdened and inclusive of:
o Travel/trip charges
o Equipment usage
o Standard tools and incidentals
• No additional fees for these items will be accepted outside the hourly rate.
All invoices must include:
• Purchase Order (PO) number
• Service location (address and/or facility/department identification) • Detailed description of work performed
• Itemized breakdown separating:
o Labor hours and applicable hourly rates
o Material costs
NPS-2.2 (2/22)
I:\cmo\Agreements\Agreement w Pro-Craft Construction.bm.05.05.2026.FY2526-170.docx 8 EXHIBIT “B”
FEE SCHEDULE
PREVAILING WAGE HOURLY RATES
Monday -Friday 8:00 A.M. – 5:00 P.M. $164.98
Monday-Friday 5:00 P.M. – 8:00 A.M. $178.00
Saturday or Sunday 8:00 A.M. – 8:00 A.M. $205.00
Holidays 8:00 A.M. – 8:00 A.M. $205.00
NON-PREVAILING WAGE HOURLY RATES
Monday -Friday 8:00 A.M. – 5:00 P.M. $164.98
Monday-Friday 5:00 P.M. – 8:00 A.M. $178.00
Saturday or Sunday 8:00 A.M. – 8:00 A.M. $205.00
Holidays 8:00 A.M. – 8:00 A.M. $205.00
NPS-2.2 (2/22)
I:\cmo\Agreements\Agreement w Pro-Craft Construction.bm.05.05.2026.FY2526-170.docx 9 EXHIBIT “C”
WORKERS’ COMPENSATION INSURANCE CERTIFICATION
Every employer, except the State, shall secure the payment of compensation in one or more of the following ways:
(a) By being insured against liability to pay compensation by one or more insurers duly authorized to write compensation insurance in this State. (b) By securing from the Director of Industrial Relations, a certificate of consent to self-insure, either as an individual employer, or as one employer in a group of employers, which may be given upon furnishing proof satisfactory to the Director of Industrial Relations of ability to self -insure and to pay any compensation that may become due to his or her employees.
CHECK ONE
_____I am aware of the provisions of Section 3700 of the Labor Code which requires every employer to be insured against liability for Workers’ Compensation or to undertake self-insurance in accordance with the provisions of that Code, and I will comply wit h such provisions before commencing the performance of the work and activities required or permitted under this Agreement. (Labor Code §1861).
_____I affirm that at all times, in performing the work and activities required or permitted under this Agreement, I shall not employ any person in any manner such that I become subject to the workers’ compensation laws of California. However, at any time, if I employ any person such that I become subject to the workers’ compensation laws of California, immediately I shall provide the City with a certificate of consent to self -insure, or a certification of workers’ compensation insurance.
I certify under penalty of perjury under the laws of the State of California that the information and representations made in this certificate are true and correct.
PRO-CRAFT CONSTRUCTION, INC.
By: _______________________ Date: _______________
Christopher McFaydon, CEO
City Council AGENDA ITEM NO. J5.
DATE: May 19, 2026
TO: Honorable Mayor and City Council Members
SUBJECT: Consideration of a First Amendment to the Agreement with Quinmar Janitorial Inc. to increase the total compensation from $1,612,706.58 to $1,957,668.82 and extend the services for eight calendar months (Facilities and Community Services Department Director Crocker) MOTION:
If the City Council determines that staff's recommendation is appropriate, the following motion is provided:
I move to approve the First Amendment to the Agreement with Quinmar Janitorial, Inc., increasing the total agreement compensation by $344,962.44 from $1,612,706.58 to $1,957,668.82 with an extension of 8 months.
RECOMMENDATION:
Staff recommends that the City Council approve the First Amendment to the Agreement with Quinmar Janitorial Inc., increasing the total agreement compensation by $344,962.44 from $1,612,706.58 to $1,957,668.82. Staff also recommends extending the services of Quinmar Janitorial Inc. for eight (8) calendar months.
DISCUSSION:
In April 2023, the City issued a Request for Proposals (RFP) for citywide janitorial services, with a contract term expiring in April 2026. The RFP included services for 16 locations, each with multiple buildings, at a monthly cost of $43,120.28 for the final year 3 of 3 of the Agreement.
Rather than issuing a new RFP for a full three-year term, staff recommends extending the existing agreement with Quinmar Janitorial Inc. for eight (8) months (May 19, 2026, through December 31, 2026). This short-term extension will maintain continuity of service, allow time for facility transitions and operational stabilization as well as avoid issuing an RFP based on incomplete or shifting facility needs Services will continue at the current monthly rate of $43,120.28 during the extended period.
ALTERNATIVES:
City Council may deny the staff recommendations and provide alternate direction.
STRATEGIC PLAN:
N/A
SUBMITTED BY:
Tabitha Crocker, Facilities & Community Services Director
RECOMMENDED BY:
Charles M. Duggan Jr., City Manager
REVIEWED BY:
Yvette M. Abich Garcia, City Attorney
Janice McConnell, Assistant City Manager
Danielle Garcia, Interim Assistant City Manager
James Garland, Interim Management Service/Finance Director Dana Abramovitz-Daniel, Procurement Manager
PREPARED BY:
Marion Cronin, Administrative Analyst
FISCAL IMPACT
Fiscal Year: FY 2025-26 and FY 2026-27
Revenue Generating: No
Amount: $344,962.24
Budgeted Y/N: Y
Account No.: Various
Additional Appropriation Required: No
Discussion: Sufficient funding exists for the additional expense within the FY 2025-26 budget. Future year funding, FY 2026-27, has been requested as a part of the department budget in the upcoming FY 2026-27 and FY 2027-28 Biennial Budget.
Attachments
1st_Amendment_Agreement_w_Quinmar_Janitorial.pdf
1_Attachment_B_Fees_Schedule.pdf
Original_Executed_Agree-Quinmar_Janitorial.pdf
1 I:\cmo\Agreements\1st Amendment Agreement.bm.05.07.26.FY2526-173.docx
FIRST AMENDMENT TO PERFORM NON-PROFESSIONAL SERVICES FOR
EQUIPMENT AND SUPPLIES
This first amendment (“First Amendment”) to the A greement for City Wide Janitorial services (“Agreement”), dated the 18th day of April 2023, by and between the City of Redlands, a municipal corporation and a general law city (“City”), and Quinmar Janitorial, Inc., a California corporation (“Contractor”), is made and entered into this 19th day of May, 2026.
RECITALS
WHEREAS, it is the desire of the City and Contractor to amend their existing Agreement, specifically to increase the length of the existing contract by eight (8) calendar months; and
WHEREAS, it is the desire of the City and Contractor to amend their existing Agreement, increasing the total compensation amount as set forth herein.
NOW, THEREFORE, for good and valuable consideration in the receipt of which is hereby acknowledged City and Contractor, agree as follows:
AGREEMENT
Section 1. Article 4 entitled, “Performance of Services ” Subsection 4.3 of the Agreement is hereby amended to read as follows:
“4.3
The Term of this Agreement shall commence on the Effective Date and expire on February 28, 2027.”
Section 2. Article 5 entitled, “Payments to Contractor” Subs ection 5.1 of the Agreement is hereby amended to read as follows:
“5.1
Total compensation for Contractor’s performance of the Services shall not exceed the amount of One Million Nine Hundred Fifty-Seven Thousand, Six Hundred Sixty-Eight Dollars and Eighty-Two Cents ($1,957,668.82). City shall pay Contractor on a time and materials basis up to the not -to-exceed amount in accordance with Exhibit “B” titled “Fee Schedule,” which is attached hereto and incorporated herein by reference.”
Section 3. Exhibit “B” en titled “ Fee Schedule,” which is attached hereto as Attachment 1 is incorporated herein by this reference.
Section 4. All other provisions of the Agreement shall remain unchanged by this First Amendment and in effect.
IN WITNESS WHEREOF, duly authorized representatives of City and Contractor have signed in confirmation of this Agreement.
2 I:\cmo\Agreements\1st Amendment Agreement.bm.05.07.26.FY2526-173.docx CITY OF REDLANDS QUINMAR JANITORIAL, INC.
________________________________ By: ________________________________ Mario Saucedo, Mayor Max Quintana, Owner
ATTEST:
__________________________________
Jeanne Donaldson, City Clerk
3 I:\cmo\Agreements\1st Amendment Agreement.bm.05.07.26.FY2526-173.docx Attachment 1
Exhibit “B”
FEE SCHEDULE
Attachment 1
Exhibit “B”
Fee Schedule
3 MONTHS (APRIL, MAY , AND JUNE 2023)
YEAR 1 (JULY 1,2023 through JUNE 30, 2024)
YEAR 2 (JULY 1, 2024 through JUNE 30, 2025)
YEAR 3 (JULY 1, 2025 through JUNE 30, 2026)
8 MONTHS (JULY 1,2026 through FEBRUARY 2027)
3 MONTHS YEAR ONE YEAR TWO YEAR THREE 8 MONTH
EXTENSION
LOCATION PER MONTH PER MONTH PER MONTH PER MONTH PER MONTH Animal Shelter $ 1,230.92 $ 1,230.92 $ 1,252.89 $ 1,304.86 $ 1,304.86 Airport $ 815.30 $ 815.30 $ 849.94 $ 884.58 $ 884.58
Carriage House $ 1,612.48 $ 1,612.48 $ 1,652.52 $ 1,692.56 $ 1,692.56 Civic Center $ 5,269.16 $ 5,269.16 $ 5,570.21 $ 5,872.26 $ 5,872.26 Cemetery $ 1,588.25 $ 1,588.25 $ 1,634.14 $ 1,680.04 $ 1,680.04 Contemporary Club $ 800.48 $ 800.48 $ 837.37 $ 874.26 $ 874.26 Corporate Yard $ 2,649.46 $ 2,649.46 $ 2,836.20 $ 3,022.94 $ 3,022.94 Joslyn Sr. Center $ 1,592.48 $ 1,592.48 $ 1,701.83 $ 1,811.18 $ 1,811.18 Landfill $ 822.48 $ 822.48 $ 862.52 $ 902.56 $ 902.56
Library & Shrine $ 5,824.92 $ 5,824.92 $ 6,010.31 $ 6,195.70 $ 6,195.70 Park Ave. PD Station/Jail $ 4,976.70 $ 4,976.70 $ 5,108.77 $ 5,240.84 $ 5,240.84 PD Annex $ 2,992.42 $ 2,992.42 $ 3,129.89 $ 3,267.36 $ 3,267.36 PD Sub Station $ 665.74 $ 665.74 $ 697.68 $ 729.62 $ 729.62 Senior Center/Recreation $ 5,816.18 $ 5,816.18 $ 5,943.55 $ 6072.92 $ 6072.92 Waste Water Treatment Plant $ 2,075.72 $ 2,075.72 $ 2,246.26 $ 2,241.80 $ 2,241.80 Water Production & Operations $ 1,172.48 $ 1,172.48 $ 1,249.64 $ 1,326.80 $ 1,326.80 TOTALS $39,905.16 $ 39,905.16 $ 41,583.72 $ 43,120.28 $ 43,120.28
3 MONTH TOTAL $ 119,715.48 APRIL, MAY , JUNE
12 MONTH TOTAL $ 478.861.92 Year 1
12 MONTH TOTAL $ 499.004.64 Year 2
12 MONTH TOTAL $ 517,443.36 Year 3
8 MONTH TOTAL $ 344,962.44 EXTENSION
AGREEMENT TOTAL $ 1,957,668.82