City of Redlands
Contract: 3CA07718
REDLANDS WILDLAND CONTRACT AREA OPERATIONAL PLAN
Between
CALIFORNIA DEPARTMENT OF FORESTRY and FIRE PROTECTION (CAL FIRE), San Bernardino Unit,
And
REDLANDS FIRE DEPARTMENT
Authority
Public Resources Code Section 4142 - Cooperative Agreements States, "The Department may, with the approval of the Department of General Services, enter into a cooperative agreement upon such terms and under such conditions as it deems wise, for the purpose of preventing and suppressing forest fires or other fires in any lands within any county, city or district which makes an appropriation for that purpose."
Purpose
The purpose of this operating plan is to increase and/or enhance the fire ground operations within the California Department of Forestry and Fire Protection (CAL FIRE) San Bernardino Unit Redlands Wildland Contract area including mutual threat zones. This plan would allow responding agencies to pre-designate the Unified Ordering point, VHF Radio Frequencies, establishment of a Unified Command structure for wildland fires in the contract area.
Definitions
1. Unified Ordering Point
a. To maintain consistency in the ordering process, a central ordering point is established and is referred to as a Unified Ordering Point (UOP). Establishing the UOP allows the incident ordering process to stay consistent throughout the incident and ensures a single point ordering concept.
2. Unified Command
b. The organizational structure is implemented on multi-jurisdictional incidents. The Agency Incident Commanders will jointly determine incident objectives.
3. Incident Command Post
c. That location at which the primary command functions are executed and usually collocated with the incident base.
Proposal
1. The proposed plan is to:
a. Suppress Wildland fires within the contract area and/or mutual threat zone.
2. Area involved;
a. See attached map, Redlands Wildland Contract area inclusive of mutual threat zones.
City of Redlands
Contract: 3CA07718
Procedures
1. Regardless of which agency Company Officer is on scene of the incident first, the first arriving Company Officer shall;
a. Assume command,
b. Establish jurisdiction,
c. Determine threats with potential,
d. Provide a report on conditions,
e. Formulate and effect a plan of action,
f. Prioritize control objectives,
g. Life, Property and Natural Resources,
h. Request additional resources as appropriate,
i. Establish the UOP.
2. The UOP shall be the California Department of Forestry and Fire Protection (CAL FIRE) San Bernardino Unit Emergency Command Center (BDCC).
3. Regardless of which agency Chief Officer is on scene of the incident first; a. The first arriving Chief Officer will transition command from the initial attack incident commander.
b. Announce and assume command.
c. Establish an Incident Command Post (ICP).
4. Wildland fires will be managed via Unified Command structure, affording all agencies with jurisdictional responsibility to establish a common set of objectives and strategies.
5. Common communications shall be established utilizing the FIRESCOPE Statewide channel plan with the following VHF frequencies.
a. Command
i. Common command frequency assigned by the BDCC
b. Tactical
ii. Common tactical frequencies assigned by the BDCC
c. Air to Ground
iii. Common air to ground frequencies assigned by the BDCC
6. Wildland fires in jurisdictions outside of the Redlands Wildland Contract area that are deemed an imminent threat to Redlands Wildland Contract area or mutual threat zone:
a. Immediate notification will be made to BDCC. BDCC will in turn notify Redlands Fire Department via San Bernardino County Communications Center (XBOC).
7. For Wildland fires originating in the Redlands Wildland Contract area or mutual threat zone, Cal Fire will dispatch resources based on the Low, Medium or High dispatch levels, as well as by the closest resource concept. Additional resources may be dispatched based upon initial reports.
City of Redlands
Contract: 3CA07718
RESPONSE LEVELS
STATE RESOURCES HIGH MEDIUM LOW
Engines 7 5 3
Dozers 1 1 -
Crews 4 3 -
Helicopter Type 1 (2)
Type 2 (1) Type 1 (2) -
Air Tanker 2 1 -
Air Attack 1 1 -
Battalion Chief 1 1 -
Repair of Fire Suppression Damage
1. Fire and emergency response inherently involves risks, including accidents, injuries, and operational complexity. In addition, fire control forces may take actions that are reasonably necessary to control a fire or other emergency, but which are damaging to property. Such actions will be considered reasonable and proper if good judgment is used by responsible personnel according to the conditions that exist at the time of the action.
CAL FIRE is not obligated or authorized to make actual expenditures or efforts to repair or replace private property.
2. Advise those claimants who insist upon taking formal action to correspond with the Secretary, State Board of Control, P.O. Box 3035, 926 J Street, Suite 300, Sacramento, 5814. The claimant may be supplied by the Board of Control with a copy of form DGS ORIM 006, entitled, Damage Claims Against the State of California.
Fire Information
1. Joint fire information dissemination as determined and approved by the Unified Incident Commanders.
2. PIOs will meet as needed to discuss procedures and locations of potential information centers. Both agencies will strive to keep personnel certified in the field of public information available for use during emergencies.
3. PIOs will determine which agency will provide the lead information officer. This will normally be the agency with the greatest commitment of resources or the greatest threat to life/property.
BDU PIO Line: 909-881-6949
General Procedures
1. Plan to be reviewed and updated as necessary prior to June 30th.
Administrative listings
1. California Department of Forestry and Fire Protection (CAL FIRE) San Bernardino Unit Head Quarters 3800 N. Sierra Way San Bernardino, CA 92406. (909) 881-6900.
2. Redlands Fire Department 35 Cajon St # 12 Redlands, CA 92373-4746 (909) 798-7600.
Updated: 4/10/26 AW
City Council AGENDA ITEM NO. L3.
DATE: June 2, 2026
TO: Honorable Mayor and City Council Members
SUBJECT: Consideration of a Second Amendment to the Agreement with CelPlan Technologies, Inc. for the provision of a video management system replacement to increase the total agreement by an amount of $501,970.00 (Interim Assistant City Manager Garcia) MOTION:
If the City Council determines that staff's recommendation is appropriate, the following motion is provided:
I move that City Council approve a Second Amendment to the Agreement with CelPlan Technologies, Inc. for the provision of a video management system replacement.
RECOMMENDATION:
Staff recommends that the City Council approve a Second Amendment to the Agreement with CelPlan Technologies, Inc. for the provision of a video management system replacement to increase the total agreement by an amount of $501,970.
DISCUSSION:
In October 2024, the City Council approved an agreement with CelPlan Technologies, Inc. to implement a comprehensive replacement of the City's Video Management System. This initiative introduced a modern, city-wide camera system designed to enhance public safety and operational efficiency.
During the first year of the agreement, CelPlan completed a full-scale redesign of the system, which included deployment of a completely reworked wireless network to support the new high-definition camera units that replaced all existing cameras in the downtown area and in other high-traffic areas around the City. After the first phase of the project was completed, the second phase of the project began with an evaluation of other camera systems at various locations around the City. Many of these locations had camera systems made and installed by various manufacturers and vendors posing a challenge from a management perspective. Additionally, many of these cameras were approaching end-of-life in both equipment and software/support that would necessitate their replacement.
CelPlan Technologies, along with City staff identified cameras across 13 different locations around the City that required replacement and/or additional units to provide comprehensive coverage. These locations not only included gathering areas for the public such as the Community Center on Lugonia Ave., City Hall, and the public parking garage on 6th St., but also City facilities that necessitate monitoring such as the Wastewater Treatment Plant, the Landfill, and the Emergency Operations Center. It was also recognized that additional data storage would be required to accommodate these high-definition camera units, therefore an additional storage server is proposed to accommodate the additional camera recordings.
The requested increase of $501,970 to the first extended term would fund the installation of the replacement cameras and equipment upgrades as well as the necessary software programming and support and maintenance coverage for the first year for these additions. This increase would bring the total, not-to-exceed amount of the agreement to $2,752,039.
ALTERNATIVES:
The City Council may deny the motion and provide alternative directions to staff.
STRATEGIC PLAN:
N/A
SUBMITTED BY:
Danielle Garcia, Interim Assistant City Manager
RECOMMENDED BY:
Charles M. Duggan Jr., City Manager
REVIEWED BY:
Yvette M. Abich Garcia, City Attorney
Janice McConnell, Assistant City Manager
PREPARED BY:
Valerie Abrego, Management Analyst
FISCAL IMPACT
Fiscal Year: 2026
Revenue Generating: No
Amount: $501,970.00
Budgeted Y/N: Yes
Account No.: 604900
Additional Appropriation Required: No
Discussion:
There is sufficient funding in the Division of Innovation & Technology budget to cover the cost of the Second Amendment to the Agreement with CelPlan Technologies, Inc.
Attachments
2nd_Amendment_Agreement_w_CelPlan_Technologies.pdf
First_Amendment_CelPlan_Technologies.pdf
101424_Agreement_with_CelPlan_Techologies.pdf
1 I:\cmo\Agreements\Second Amendment CelPlan Technologies.bm.05.19.2026.FY2526-179.docx
SECOND AMENDMENT TO AGREEMENT TO PERFORM PROFESSIONAL SERVICES This second amendment (“Second Amendment”) to the agreement for professional services (“Agreement”), dated October 15, 2024 by and between the City of Redlands, a municipal corporation and a general law city (“City”), and CelPlan Technologies Incorporated, a Virginia corporation (“Consultant”), is made and entered into this 2nd day of June, 2026.
RECITALS
WHEREAS, it is the desire of the City and Consultant to amend their existing Agreement, specifically regarding total compensation.
NOW, THEREFORE, for good and valuable consideration in the receipt of which is hereby acknowledged City and Consultant agree as follows:
AGREEMENT
Section 1. Article 5 of the Agreement, entitled “Payments to the Consultant,” is hereby amended to read as follows:
“5.1 Compensation: the compensation for Consultant’s performance of the Services shall not exceed the amount of One Million Two Hundred Seventy-Seven Thousand Twenty-Six Dollars and Forty-Two Cents ($1,277,026.42) for the Services provided during the initial Term. This agreement may be extended by four (4) one-year terms (Extended Terms) Should this Agreement be extended, the compensation for Consultant’s performance for the Services shall not exceed the amount of Seven Hundred Thirty-Three Thousand Seven Hundred Twenty-One Dollars and Fourteen Cents ($733,721.14) for the first Extended Term; Two Hundred Forty-One Thousand Twenty-One Dollars and Thirty Six Cents ($241,021.36) for the second Extended Term; Two Hundred Forty Seven Thousand Forty-Six Dollars and Ninety Cents ($247,046.90) for the third Extended Term; and Two Hundred Fifty-Three Thousand Two Hundred twenty-Three Dollars and Seven Cents ($253,223.07) for the fourth Extended Term, bringing the total possible amount of compensation to a not-to-exceed amount of Two Million Seven Hundred Fifty-Two Thousand Thirty-Eight Dollars and Eighty-Nine Cents ($2,752,038.89). For the Initial Term and each Extended Term, City shall pay Consultant on a time and materials basis up to the not-to-exceed amount in accordance with the rates specified in Exhibit “C,” titled “Schedule of Values,” which is attached hereto and incorporated herein by this reference.” Section 2. Exhibit “C” of the Agreement, entitled “Schedule of Values,” is hereby amended to include Attachment “1” attached to this amendment.
Section 3. All other provisions of the Agreement shall remain unchanged by this Second Amendment and in effect.
2 I:\cmo\Agreements\Second Amendment CelPlan Technologies.bm.05.19.2026.FY2526-179.docx IN WITNESS WHEREOF, the parties have executed this First Amendment, to be effective as of June 2, 2026.
CITY OF REDLANDS CELPLAN TECHNOLOGIES, INC.
________________________________ By: ________________________________ Mario Saucedo, Mayor Paulo Leite, Chief Operating Officer ATTEST:
_________________________________
Jeanne Donaldson, City Clerk
3 I:\cmo\Agreements\Second Amendment CelPlan Technologies.bm.05.19.2026.FY2526-179.docx Attachment 1
EXHIBIT “C”
SCHEDULE OF VALUES
Number of Replacement & Upgraded Cameras across 13 Facilities: 98 Professional Services Performed
• Installation of additional storage server
• Installation of new cameras at thirteen facilities (new power and conduits, fiber optic connectivity, radios and antennas, and accessories)
• Replacement of disparate network video recorders (NVRs) at remote sites by centralizing camera systems into a single platform
• Design, equipment procurement, staging, configuration, testing, commissioning, and acceptance
Camera Models Used:
AXIS P1487-LE
AXIS P3275-LV
AXIS P3735-PLE
AXIS P3738-PLE
AXIS P3818-PVE
Facility
Materials
(Taxable) Software
Services
(Install &
Implementation)
Maintenance
& Support Grand Totals
Orange St. & Pennsylvania Ave. $ 7,269.33 $ 394.88 $ 6,259.01 $ 1,674.32 Lugonia Ave. & Tennessee St. $ 5,554.33 $ 394.88 $ 4,574.50 $ 1,266.12 City Hall $ 5,731.29 $ 1,184.62 $ 12,171.90 $ 2,252.77
Parking Garage $ 13,682.65 $ 1,974.38 $ 18,061.50 $ 4,015.31 Landfill $ 9,551.81 $ 1,579.50 $ 6,936.75 $ 2,173.94
Wastewater Treatment Plant $ 13,495.90 $ 1,579.50 $ 12,364.76 $ 3,291.42 Community Center $ 28,075.34 $ 5,133.38 $ 41,532.38 $ 8,877.73 HAWC $ 6,684.37 $ 1,184.62 $ 8,425.50 $ 1,941.13
Hinckley Water Facility $ 16,476.84 $ 1,579.50 $ 11,781.76 $ 3,597.18 Tate Facility $ 6,461.39 $ 1,579.50 $ 7,858.50 $ 1,893.45 Police Department $ 9,743.26 $ 2,764.12 $ 14,134.12 $ 3,161.82 Emergency Operations Center $ 24,369.56 $ 6,075.00 $ 32,381.25 $ 7,470.19 West Substation $ 6,536.72 $ 1,687.50 $ 10,776.45 $ 2,250.85 Totals $ 167,075.66 $ 27,111.38 $ 187,258.38 $ 43,866.23 $ 425,311.65 Dell PowerEdge R570 Video
Server $ 68,130.73 N/A $ 621.00 $ 7,906.45 $ 76,658.18
$ 501,969.83
Camera Upgrades and Replacements
Storage Upgrade
4 I:\cmo\Agreements\Second Amendment CelPlan Technologies.bm.05.19.2026.FY2526-179.docx AXIS P4707-PLVE
AXIS P5655-E 60 Hz
Storage Upgrade: 240TB of usable storage.
Hourly Rates: $225
AGREEMENT TO PERFORM PROFESSIONAL SERVICES
This agreement for the provision of Video Management System Replacement Agreement") is made and entered in this 15th day of October, 2024 (" Effective Date"), by and between the City of Redlands, a municipal corporation (" City") and CelPlan Technologies hie, a Virginia corporation. (" Consultant"). City and Consultant are sometimes individually referred to herein as a " Party" and, together, as the " Parties." In consideration of the mutual promises contained herein, City and Consultant agree as follows:
ARTICLE 1— ENGAGEMENT OF CONSULTANT
1. 1 City hereby engages Consultant to provide a Video Management System Replacement that will include design installation, configuration, and maintenance services for City ( the Services").
1. 2 The Services shall be performed by Consultant in a professional manner, and Consultant 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 consultants in the industry providing like and similar types of Services.
ARTICLE 2 — SERVICES OF CONSULTANT
2. 1 The Services that Consultant shall perform are more particularly described in Exhibit " A," titled " Scope of Services," which is attached hereto and incorporated herein by this reference.
2.2 Consultant shall comply with applicable federal, state and local laws and regulations in the performance of this Agreement including, but not limited to, any applicable State prevailing wage laws.
ARTICLE 3 — RESPONSIBILITIES OF CITY
3. 1 City designates Danielle Garcia, Management Services Department Director, as City' s representative with respect to performance of the 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 ofthe Services.
ARTICLE 4 — PERFORMANCE OF SERVICES
4. 1 Consultant shall perform and complete the implementation services in a prompt and diligent manner in accordance with the schedule set forth in Exhibit `B," titled " Project Schedule," which is attached hereto and incorporated herein by reference.
4. 2 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 four ( 4) additional one- year terms ( each, an " Extended 1 lAemo\ Agreements\ Ce1P1an Technologies Inc Professional services Agreement FY24- 0037. docx- ms Term"), on the same terms and conditions, by providing written notice to Consultant at least thirty ( 30) days prior to the expiration of the Initial Term or any Extended Term.
4.3 If Consultant' s Services include deliverable electronic visual presentation materials, such materials shall be delivered in a form, and made available to City, consistent with City Council -adopted policy for the same. It shall be the obligation of Consultant to obtain a copy of such policy from City staff.
ARTICLE 5 — PAYMENTS TO CONSULTANT
5. 1 Compensation: The compensation for Consultant' s performance of the Services shall not exceed the amount of One Million One Hundred Fifty -Eight Thousand Six Dollars and Twenty Nine Cents ($ 1, 158, 006. 29) for the Services provided during the Initial Term. This agreement may be extended by four ( 4) one- year terms ( Extended Terms). Should this Agreement be extended, the compensation for Consultant' s performance for the Services shall not exceed the amount of Two Hundred Thirty -One Thousand Seven Hundred Fifty - One Dollars and Thirty One Cents ($ 231, 751. 31) for the first Extended Term; Two Hundred Forty -One Thousand Twenty -One Dollars and Thirty Six Cents ($ 241, 021. 36) for the second Extended Term; Two Hundred Forty -Seven Thousand Forty -Six Dollars and Ninety Cents ($ 247,046. 90) for the third Extended Term; and Two Hundred Fifty -Three Thousand Two Hundred Twenty -Three Dollars and Seven Cents ($ 253, 223. 07) for the fourth Extended Term, bringing the total possible amount of compensation to a not -to - exceed amount of Two Million One -Hundred Thirty -One Thousand Forty -Eight Dollars and Ninety Three Cents ($ 2, 131, 048. 93). For the Initial Term and each Extended Term, City shall pay Consultant on a time and materials basis up to the not to not -to -exceed amount in accordance with the rates specified in Exhibit " C," titled " Schedule of Values," which is attached hereto and incorporated herein by this reference.
5. 2 Consultant shall submit monthly invoices to City describing the Services performed during the preceding month. Consultant' s invoices shall include a brief description of the Services performed, the dates the Services were performed, the number ofhours spent and by whom, and a description of reimbursable expenses related to the Services. City shall pay Consultant no later than thirty (30) days after receipt and approval by City of Consultant' 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 first 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:
C\ emo\ Agreements\ CelPlan' I' echnologies Inc Professional Services Agreement FY24- 0037. docx- ins CITY:
City Clerk
City of Redlands
35 Cajon Street
P.O. Box 3005 ( mailing)
Redlands, CA 92373
jdonaldson@cityofredlands. org
Phone: ( 909) 799- 7531
CONSULTANT:
Paulo Leite, Chief Operating Officer
CelPlan Technologies, Inc.
1920 Association Dr.
Reston, Virgina 20191
4s' Floor
paulo@celplan. com
Phone: ( 703) 259- 4025
ARTICLE 6 — INSURANCE AND INDEMNIFICATION
6. 1 The following insurance coverage required by this Agreement shall be maintained by Consultant for the duration ofits performance ofthe Services. Consultant shall not perform any Services unless and until the required insurance listed below is obtained by Consultant.
Consultant 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 Consultant is self -insured or exempt from the workers' compensation laws of the State of California. Consultant shall execute and provide City with Exhibit " G," titled " Workers' Compensation Insurance Certification," which is attached hereto and incorporated herein by this reference, prior to performance ofthe Services.
B. Comprehensive General Liability insurance with carriers acceptable to City in the minimum amount ofOne 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.
C. Consultant shall secure and maintain professional liability insurance throughout the term of this Agreement in the amount of One Million Dollars ($ 1, 000, 000) per claim made.
D. 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 Consultant owned vehicles used in connection with Consultant' s provision ofthe 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 selfinsurance maintained by City.
E. Consultant is expressly prohibited from assigning or subcontracting any ofthe Services without the prior written consent of City. In the event of mutual agreement by the 1:\ emo\ Agreements\ Ce1P1an Technologies hie Professional Services Agreement FY24- 0037. docx-ms Parties to assign or subcontract a portion of the Services, Consultant shall add such assignee or subcontractor as an additional insured to the insurance policies required hereby and provide City with the insurance endorsements prior to any Services being performed by the assignee or subcontractor.
6. 2 Consultant shall defend, indemnify and hold harmless City and its elected and appointed officials, employees and agents from and against any and all claims, losses or 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, Consultant, or its officers, employees and agents in performing the Services.
ARTICLE 7 — CONFLICTS OF INTEREST
7. 1 Consultant 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 Consultant' s Services. Consultant further covenants and represents that in the performance ofits duties hereunder, no person having any such interest shall perform any Services under this Agreement.
7.2 Consultant agrees it is not a designated employee within the meaning of the Political Reform Act because Consultant:
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 Consultant must disclose its financial interests, Consultant shall complete and file a Fair Political Practices Commission Form 700, Statement of Economic Interests, with the City Clerk' s office pursuant to the written instructions provided by the City Cleric.
4 C\ cmo\ Agreements\ CelPlan Technologies Inc Professional Services Agreement FY24- 0037. docx- ms ARTICLE 8 — GENERAL CONSIDERATIONS
8. 1 In the event any action is commenced to enforce or interpret any ofthe 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 fees for the use of inhouse counsel by a Party.
8. 2 Consultant shall not assign any of the 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, result in City' s immediate termination of this Agreement.
8. 3 Consultant is for all purposes under this Agreement an independent contractor and shall perform the Services as an independent contractor. Neither City nor any its agents shall have control over the conduct of Consultant or Consultant' s employees, except as herein set forth. Consultant shall supply all necessary tools and instrumentalities required to perform the Services. Assigned personnel employed by Consultant are for its account only, and in no event shall Consultant 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. Consultant shall have no authority, express or, implied, to act on behalf of City in any capacity whatsoever as an agent, nor shall Consultant 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 Consultant of City' s intent to terminate. If this Agreement is terminated by City, an adjustment to Consultant' s compensation shall be made, but ( 1) no amount shall be allowed for anticipated profit or unperformed Services, and ( 2) any payment due Consultant at the time oftermination may be adjusted to the extent of any additional costs to City occasioned by any default by Consultant. Upon receipt of a termination notice, Consultant 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 data, design calculations, drawings, specifications, reports, estimates, summaries and such other information and materials as may have been accumulated by Consultant in performing the Services. Consultant shall be compensated on a pro-rata basis for Services completed up to the date oftermination.
8. 5 Consultant 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 Consultant pursuant to this Agreement. Such books shall be available at reasonable times for examination by City at the office of Consultant.
8. 6 This Agreement, including the Exhibit " D," titled " Exclusions," Exhibit " E," titled Standard Support Terms, Structure, and Procedure," and Exhibit " F," titled " Genetec Global & Privacy Policy," are incorporated herein by reference, and represents the entire 1:\ cmo\ Agreements\ Ce1P1an Technologies Inc Professional Services Agreement FY24-0037. doex- ms 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., any amendment to this Agreement shall be in writing, approved by City and signed by City and Consultant.
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 ofthe 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 ofits bargain under this Agreement.
IN WITNESS WHEREOF, duly authorized representatives of City and Consultant have signed in confirmation of this Agreement.
CIT
M.
ATTEST:
e Donaldson, City Clerk
CELPLAN TECHNOLOGIES, INC
Paulo Leite, Chief Operating Officer
b
I:lcmo\ AgreementslCelPlan Technologies Inc Professional Services Agreement FY24- 0037. docx- ms EXHIBIT " A"
SCOPE OF SERVICES
I Video Management System ( VMS) Replacement for City of Redlands The City of Redlands aims to enhance its public safety and security infrastructure by replacing its existing, disparate video management systems with a unified, city-wide solution. The project will involve the design, installation, configuration, and maintenance of a new wireless camera system integrated with a robust VMS platform. The new system will provide comprehensive video surveillance coverage across the city, improve incident response capabilities, and offer a user- friendly interface for monitoring and management. The project will also ensure future integration with an access control system (ACS) to further enhance security measures.
2 ProiectObiectives
The core objectives ofthis project are as follows
2.1 Consolidate and Upgrade:
Replace the existing camera system with a single, integrated Citywide Genetec Software Solution
The project will implement Genetec Security Center as the core software platform for the Video Management System ( VMS). Genetec Security Center is a unified security platform that blends IP video surveillance, access control, and automatic license plate recognition ( ALPR) into a single intuitive interface. Key features of Genetec Security Center include:
Omnicast: The IP video management system of Security Center, providing seamless management of digital video, audio, and data across any IP network.
Synergis: The IP access control system (ACS) that will allow for future integration and unified security operations — for future.
Advanced reporting and analytics capabilities to support efficient incident response and investigation.
Scalable architecture to support the city' s growing needs.
Robust cybersecurity features to protect the integrity and confidentiality of surveillance data.
2.2 Wireless Network Hardware
The project will involve the replacement ( up to 100%) ofthe existing wireless network infrastructure with state -of- the -art equipment from Ubiquiti, Mikrotik, Mimosa, and Cambium Networks.
lAc1no\ Agreements\ Ce1Plan Technologies Inc Processional Services Agreement FY24A037. doex- ms
2. 3 Camera Upgrades
The project will involve the replacement ( up to 30%) ofthe existing camera network infrastructure with state -of- the -art equipment from Axis and Hanwha.
2.4 VMS HardwareInfrastructure
To support the new Genetec Security Center VMS, the project will deploy new server hardware from Dell Technologies:
Dell PowerEdge Rack Servers for primary VMS operations for high -capacity, reliable video storage
We will be re -using the existing network infrastructure where available and applicable for connectivity from City; any new required networking equipment will be additional to the scope of work
2. 5 Comprehensive Coverage:
Provide reliable in place upgrade of existing infrastructure with proposed video surveillance system across public areas, critical infrastructure, and other designated locations throughout the city.
2. 6 Enhanced Security:
Improve public safety and security by deterring crime, aiding in investigations, and facilitating rapid response to incidents with newer high resolution and multisensory cameras and higher reliability and higher bandwidth wireless equipment.
2. 7 EfficientlncidentManagement:
Streamline incident response and investigation processes for law enforcement and city officials through improved access to video evidence and data though an IP driven Genetec Video Management System — Security Center.
2.8 User -Friendly Interface:
Implement the Genetec VMS platform that is intuitive and easy to use for monitoring, management, and retrieval of video footage.
2.9 Future -Proofing:
Ensure the system is scalable and adaptable to future needs, including integration with an access control (ACS) and automated license plate recognition (ALPR) systems. 1Acmo\ Agreements\ CelPlan Technologies Inc Professional Services Agreement FY24- 0037. doex- ms 3 Proicet Tasks
The project encompasses the following key deliverables:
3. 1 Comprehensive System Design
3. 1. 1 Evaluate Existing Infrastructure:
Conduct a thorough assessment of the current camera systems, network infrastructure, and user requirements to develop a comprehensive migration plan. The assessment will include documenting the brand, model, warranty, and capabilities of each existing camera, as well as identifying any undocumented routes, links, and credentials. The goal is to establish a clear baseline understanding of the current environment to inform the design and migration strategy.
3. 1. 2 Detailed Specifications:
Provide detailed technical specifications for all hardware and software components, including cameras, wireless equipment, servers, storage, and VMS software. The specifications will ensure that all components are compatible and meet the city's performance and security requirements. This detailed planning will help prevent scope creep and ensure that the project stays on track. The proposed solution will utilize the Genetee Security Center platform, which includes the Omnicast VMS for video management.
3. 1. 3 Wireless Network Design:
Design a robust and scalable wireless/ mesh network infrastructure to support the camera system, ensuring reliable connectivity and bandwidth. The network design will leverage Cambium PAR 450v point- to-multipoint radios in the 6GHz band for high -bandwidth backhaul links and Ubiquiti, Mikrotik, and Mimosa point- to- point and point -to — Multipoint radios for additional connectivity where needed. The design will consider factors such as coverage area, signal strength, and potential interference to ensure optimal performance. This design phase emphasizes the importance of proactively addressing potential risks and challenges.
3. 1. 4IP Network Design:
Develop an IP network design and addressing scheme that accommodates the new camera system and integrates with the existing city network infrastructure. The IP network design will ensure seamless communication between cameras, servers, and user workstations. This integration highlights the need for effective communication and coordination between different project elements.
3. 1. 5Milestone for Payment: Contract Signature/ Design Review ( 30%) This milestone triggers the first payment upon successful completion ofthe system design and approval by the City. It signifies the completion of a major project phase IdemoUgreementKehPlan Technologies Inc Professional Services Agreement FY24- 0037. docx- ms and ensures that the design meets the city' s expectations before proceeding with further implementation.
3. 2 Hardware Procurement andlnstallation
3. 2. 1 Camera Installation:
Supply and install approximately 50 IP cameras from a total of 166 cameras, strategically positioned throughout the city, corresponding to up to 30% of existing cameras as needed to ensure compatibility and optimal coverage. The camera installation will include proper mounting, alignment, and configuration to ensure optimal image quality and coverage. This phase emphasizes the importance of quality control and ensuring that the installed equipment meets the project' s specifications.
3. 2. 2Network Deployment:
Install wireless/mesh network equipment, including access points, antennas, and other necessary components, to establish a reliable communication network for the camera system. The network deployment will adhere to industry best practices and comply with all relevant regulations. This phase highlights the importance of adhering to technical standards and regulatory requirements. Up to 100% of the existing wireless network will be replaced to ensure compatibility and optimal performance with the new VMS solution
3. 2. 3Infrastructure Implementation:
Install power supplies, grounding systems, and other infrastructure elements to support the camera and network installations. Customer to provide mounting structures and continuous 120VAC power. The infrastructure implementation will be carried out safely and efficiently, minimizing disruption to the city' s operations. This phase underscores the need for careful planning and execution to avoid delays and ensure the project' s success.
3. 2. 4 VMS Implementation:
Deploy the Genetee Omnicast VMS software and associated server infrastructure, ensuring adequate storage capacity and processing power to handle the video data.
New Dell servers will be procured and configured to host the VMS software and provide reliable storage for video recordings. The VMS implementation will include configuring the server, installing the software, and setting up storage solutions. This phase emphasizes the importance of proper configuration and testing to ensure the system' s functionality and reliability.
3. 2.5Milestone for Payment: Equipment Delivery (20%)—
This milestone triggers the second payment upon successful delivery and verification of all necessary hardware and software components. It ensures that the city receives the agreed -upon equipment before malting further payments., 10 1:\ mno\Agreements\ CelPlan' rechnologies Inc Professional services Agreement FY24- 0037. docx- ms
3. 2. 6Milestone for Payment: Start of Installation ( 20%)— This milestone triggers the third payment upon commencement ofthe physical installation of cameras, network equipment, and other infrastructure elements. It marks the transition from planning and procurement to the actual implementation phase.
3.3 System Configuration
3.3. 1 VMS Configuration:
Configure the VMS software according to the city' s specific requirements, including camera settings, recording schedules, and user access levels. The configuration will ensure that the VMS operates optimally and meets the city's surveillance objectives.
This phase highlights the importance of customizing the system to meet the specific needs and workflows of the city' s users.
3. 3. 2 User Management:
Set up user accounts, access rights, and monitoring views based on the roles and responsibilities of different city departments and personnel. User accounts and permissions will be configured to maintain data security and control access to sensitive information. This aspect emphasizes the importance of data security and access control in a surveillance system.
3. 3.3 Storage Management:
Implement storage policies that define retention periods for video footage based on camera location and importance, ranging from 3 to 24 months. The storage policies will ensure that video data is retained for the required duration while optimizing storage utilization. This phase reflects the need for efficient data management and balancing storage requirements with cost considerations.
3.4 Integration
3. 4. 1 Camera Integration:
Integrate existing compatible cameras into the new VMS platform, ensuring seamless access to live and recorded video feeds from all cameras. The integration process will involve configuring the VMS to recognize and communicate with the existing cameras. This phase emphasizes the importance of integrating legacy systems and maximizing the value of existing investments.
3. 4. 2 ACS Integration ( future SOW):
Ensure the VMS platform is capable offuture integration with an access control system (ACS), allowing for centralized management of both video surveillance and access control functions. The VMS will be selected and configured to support seamless integration with an ACS when the city decides to implement one. This future integration capability reflects the importance of scalability and adaptability in 11 L\ emo\ Agreement3\ Ce1P1w Technologies Inc Professional Services Agreement FY24- 0037. doex- ms a long- term technology solution.
3. 5 Training
3. 5. 1 Administrator Training:
Provide comprehensive training to designated city staff on the configuration, management, and maintenance ofthe VMS system. The administrator training will cover advanced topics such as system configuration, user management, and troubleshooting. This training emphasizes the importance of knowledge transfer and empowering city staffto manage the system effectively.
3. 5. 2End- User Training:
Conduct multiple training sessions for end -users from various city departments, covering system operation, video retrieval, and basic troubleshooting. The end -user training will focus on practical skills and knowledge required for day- to- day use of the system. This training ensures that all users can utilize the system efficiently and confidently.
3. 5. 3 Training Materials:
Deliver all necessary training materials, including user manuals, quick reference guides, and system documentation, to ensure users can effectively utilize the system.
The training materials will serve as a valuable reference for users after the training sessions are completed. The acceptance testing will involve both functional and performance tests to ensure the system operates as intended and meets the city' s expectations. The successful completion of this phase will mark the formal acceptance of the system by the city.
3. 5. 4Milestone for Payment: Training (20%)
This milestone triggers the fourth payment upon completion ofthe first training session.
3. 6 Project Acceptance and Completion
3. 6. 1 Acceptance Testing:
The acceptance testing is jointly executed between CelPlan and Customer' s staff to test each system component and functionality creating an eventual punch list that needs to be resolved by CelPlan ASAP. Once the pending items on the punch list are resolved, the project is completed and delivered to the Customer for normal operation along with all related documentation.
3. 6.2 As -Built Documentation:
Provide detailed as -built documentation, including network diagrams, equipment inventories, and configuration settings, to facilitate future maintenance and upgrades. The as -built documentation will serve as a valuable reference for future system modifications and troubleshooting. This documentation ensures that the city has a clear and accurate record of the installed system. 12 19emo\ Agreements\ Ce1Plan Technologies Inc Professional Services Agreement PY24- 0037. docx- ms
3. 6. 3 System Documentation:
Deliver comprehensive system documentation and user guides, covering all aspects of system operation, maintenance, and troubleshooting. The system documentation will empower city staff to operate and maintain the system independently. This documentation promotes knowledge transfer and self-sufficiency, reducing the city's reliance on external support.
3. 6. 4 Milestone for Payment: Completion ( 10%)
This milestone triggers the final payment upon successful completion of all project deliverables, including acceptance testing and documentation. It signifies the official handover ofthe system to the city.
3. 7 Project Management
3. 7. 1 Dedicated Project Manager:
Assign a dedicated project manager to oversee all aspects of the project, ensuring effective communication, coordination, and timely execution oftasks. The project manager will be the primary point of contact for the city and will ensure that the project is completed on time, within budget, and to the required quality standards. The project manager' s role is crucial in ensuring the project' s overall success and maintaining alignment with the city' s goals and expectations.
3. 7. 2 Progress Reporting:
Provide regular status reports to the city, detailing project progress, milestones achieved, and any potential issues or risks. The project manager will provide transparent and timely updates to the city, ensuring they are informed of the project's status and any potential challenges. Regular progress reporting fosters trust and transparency, keeping the city engaged and informed throughout the project lifecycle.
3. 7. 3 Project Meetings:
Conduct regular project meetings with city representatives to discuss progress, address any concerns, and ensure alignment with project objectives and timelines.
The project meetings will foster collaboration and ensure that the project remains on track and meets the city' s evolving needs. These meetings provide a forum for open communication and collaboration, ensuring that the project stays aligned with the city's vision.
3. 8 Ongoing Support
3. 8. 1 Warranty:
Provide a one- year warranty on all installed equipment, covering any defects in materials or workmanship. The warranty will give the city peace ofmind, knowing that any issues with the equipment will be addressed promptly. This warranty demonstrates the commitment to quality and provides assurance to the city that the system will be supported in the initial period after deployment. 13 Bcrao\ Agreements\ CelPlan Technologies Inc Professional services Agreement PY24- 0037.doex- ms
3. 8. 2 Technical Support:
Offer 24/ 7 technical support services to address any system issues or user inquiries promptly. The 24/ 7 technical support will ensure that any problems are resolved quickly, minimizing system downtime and disruptions. This ongoing support ensures that the city has access to expert assistance whenever needed, maximizing system uptime and user satisfaction.
3. 8.3 Preventative Maintenance:
Conduct regular preventative maintenance visits to ensure optimal system performance and identify any potential problems before they cause disruptions.
Preventative maintenance will help to identify and address potential issues before they escalate, reducing the risk of system failures and costly repairs. This proactive approach to maintenance helps to extend the system's lifespan and ensure its continued reliability.
3. 8. 4 Software Updates:
Provide software updates and patches as needed to address security vulnerabilities, improve system functionality, and enhance performance. Regular software updates will help to protect the system from cyber threats and ensure it continues to meet the city' s evolving needs. This ongoing support ensures that the system remains secure and up to date with the latest technological advancements.
3. 8. 5 Milestone for Payment: Maintenance and Support - Annual (100%) This milestone triggers annual payments for ongoing maintenance and support services, ensuring the system' s continued operation and optimal performance. This payment structure aligns the vendor' s interests with the city' s, incentivizing them to provide high -quality support and maintenance to ensure the system' s longevity.
3. 9 Final Project Report
3. 9. 1 Work Summary:
Document all completed work, including a detailed description of the installed camera system, network infrastructure, and VMS configuration. The final project report will serve as a valuable reference for the city, documenting the proj ect's scope, deliverables, and achievements. This documentation provides a comprehensive record of the project for future reference and audits.
3. 9. 2 Equipment Inventory:
Provide a comprehensive inventory of all installed equipment, including make, model, serial number, and location. The equipment inventory will facilitate future maintenance, upgrades, and replacements. This inventory ensures that the city has a clear and organized record of its assets.
14 Icmo\ Agwcments\CelPlan Teclmologies Lic Professional Services Agreement FY24- 0037. docx- ms
3. 9.4 Performance Metrics:
Summarize the results of acceptance testing and provide system performance metrics to demonstrate the effectiveness and reliability of the new VMS solution.
The performance metrics will provide evidence of the system' s effectiveness in meeting the city' s security and surveillance objectives. This reporting helps to quantify the project' s success and demonstrate the value delivered to the city.
This project scope of work outlines the key deliverables and responsibilities for the successful implementation of the City of Redlands' VMS replacement project. The project aims to provide a unified, reliable, and user- friendly video surveillance solution that enhances public safety, improves incident response, and supports future integration with an access control system. The project will be executed in accordance with industry best practices and project management principles, ensuring timely completion, cost-effectiveness, and high -quality deliverables.
The proposed solution will leverage the Genetee Security Center platform, incorporating the Omnicast VMS for video management and the Synergis system for future access control integration. The wireless network infrastructure will be built using Cambium PMP 450v and Mimosa radios, providing high -bandwidth and reliable connectivity. New Dell servers will be deployed to host the VMS software and store video data. The project will replace 100% of the existing wireless network and up to 30% of the existing cameras, ensuring compatibility and optimal performance with the new VMS solution. 15 I:\ emo\Agreements\ CelPlan Technologies Inc Professional Services Agremnent FY24- 0037.doex- ms YUa
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EXHIBIT " C"
SCHEDULE OF VALUES
Find below the schedule ofvalues during project implementation and maintenance and support phases. Note that the payment dates are tied to project completion milestones as illustrated on the Project Schedule in Exhibit B:
Total project price:
Table 1 Project Implementation
Project Implementation and Maintenance Year 1
Description Itemization Amounts
Materials ( taxable) 534, 339. 69
Cameras 132, 992. 62
Infrastructure 401, 347. 07
Materials ( non- taxable) 61, 740. 06
Software 61, 740. 06
Professional Services 313, 030. 26
Design/ Engineering 36, 639. 00
Installation 195, 195. 36
Installation Cost 77, 044. 65
Project Management Cost 4, 151. 25
MSP Y1 208, 820. 81
Tax 40, 075. 48
Total 1, 158, 006. 29
Maintenance and Support Subsequent Years
Description Amounts
Materials non- taxable 12, 489. 46
MSP 219,261. 85
Total Annual Subsequent Years 231, 751. 31
17 C\ cmo\ Agreements\ CelPlan Technologies Inc Professional Services Agieement FY24- 0037. docx- nrs Table 2 Schedule of Values
Project Implementation and Maintenance Year 1
Milestone Description Percentage Materials Materials ( non- Professional Tax Total taxable taxable) Services
M1 Contract 30% 160, 301. 91 18, 522. 02 93, 909. 08 12, 022. 64 284, 755. 64 Signature/Design
Review
M2 Equipment 20% 106, 867. 94 12, 348. 01 62, 606.05 8, 015. 10 189, 837. 10 Delivery
M3 Start of 20% 106, 867. 94 12, 348. 01 62, 606. 05 8, 015. 10 189, 837. 10 Installation
M4 Tminin 20% 106, 867. 94 12, 348.01 62606. 05 8, 015. 10 189837. 10 M5 Completion 10% 53433. 97 6174. 01 31, 303. 03 4,007.55 94918. 55 MSP Y1 Maintenance and 100% 0.00 0. 00 208, 820. 81 0. 00 208, 820. 81 Support - Annual
Total 1 158 006. 29
Maintenance and Support Subsequent Years
Milestone Description Percentage Materials Materials non-taxable ServicesP Tax Total
MSP Y2
Maintenance and Support -
100% 0.00 12, 489. 46 219, 261. 85 0. 00 231, 751. 31 Annual MSP Y3
Maintenance and Support - 100% 0.00 12, 489. 46 228, 531. 90 0. 00 241, 021. 36 Annual MSP Y4
Maintenance and Support100% 0. 00 12, 489A6 234, 557. 44 0. 00 247,046.90 Annual
MSP Y5
Maintenance and Support -
100% 0. 00 12, 489. 46 240, 733. 61 0. 00 253,223.07
Annual
Notes on Pricing:
1. Validity: This proposal is valid for 180 days from the due date ofthe proposal.
2. Payment Terms: Proposal pricing is based on CelPlan' s standard payment terms ( Net 30) as follows:
a. 30% upon Contract Signature/ Design Review
b. 20% upon Equipment Delivery
c. 20% at the Start of Installation
d. 20% upon Training
e. 10% upon Completion
f. 100% ofAnnual Maintenance and Support
3. Charges: Services, maintenance, and software charges ( including applicable taxes) are based on items provided as part of the baseline proposal. Charges may need to be adjusted based on selected options, if applicable.
4. Assumptions: The statement of work and assumptions outlined in this proposal apply to this offer; any changes to these assumptions may impact the price or offer accordingly. 18 lAcmo\ Agreements\ Ce1P1m Technologies lee Professional Services Agreement PY24- 0037. docx- ms
5. Equipment Counts and Installation: Final equipment counts, and installation services will be determined jointly with the customer during the design review.
6. Customer -Provided Equipment: Workstations and monitors will be provided and configured by the customer.
7. Warranty: The entire system includes standard and extended equipment manufacturer' s warranty. An optional Maintenance Support Plan can be offered and acquired by the customer, limited to parts provided by CelPlan Technologies for the purchased period.
8. Maintenance Support Plan (MSP): The MSP is an end -to -end service that includes troubleshooting, labor, parts, and equipment needed to keep the system operational.
9. The MSP is offered as a Maintenance and Support line item on the pricing form.
10. Remote Access Requirement: The maintenance and support terms, including the proposed price, assume that CelPlan will have remote access to troubleshoot all systems. This is a mandatory requirement.
11. Liability Disclaimer: CelPlan will not take any responsibility for damage due to misuse, mishandling, accidents, purposely inflicted damage, vandalism, natural disasters, etc., from the time of delivery to the customer site, regardless of system acceptance. The customer is responsible for appropriate insurance or repair/replacement costs. CelPlan will charge the customer for any repair and/ or replacement components, and associated services. 19 C\ emo\ Agreements\ CelPlan Teolmologies Inc Professional sewices Agreement FY24- 0037. dccx- 1ms EXHIBIT " W
EXCLUSIONS
6 Exclusions
6. 1 Exclusions and Additional Terms:
Equipment Damages: Any damages to equipment are not covered.
Permits: The cost of permits is not covered under this proposal.
Project Delays: Delays outside ofthe vendor' s control are not covered and will be charged on an hourly basis.
6. 2 Maintenance and Support Plan ( MSP) Exclusions:
Non- CelPlan Components: For any issues reported that do not pertain to CelPlan- provided components or equipment maintained by CelPlan, the Customer will be charged at standard or overtime hourly rates, with a minimum charge of four ( 4) hours.
Exclusions from Maintenance: The scope of maintenance services excludes damage or loss resulting from natural disasters, weather -related events, accidents, theft, intentional damage, lightning, vandalism, electrical services, and the installation of polehardware.
Liability Disclaimer: CelPlan disclaims any liability for damage resulting from misuse, mishandling, accidents, intentional acts, vandalism, natural disasters, or other causes from the time of notice of completion of services. The Customer is fully responsible for the cost of appropriate insurance coverage and any repair or replacement expenses. CelPlan will invoice the Customer for the cost of repair and/ or replacement components, as well as associated services.
6. 3 System Assumptions:
The system design assumes the reuse of existing network components and other city infrastructure that were originally part ofthe security network or city network. This assumption is made to optimize resources and reduce costs for the city by avoiding the purchase of new equipment. Any equipment that is currently in place and can be effectively reused is expected to be available and in working condition. Ifthe existing equipment cannot be reused, additional costs for new resources may be incurred.
20 I:\emo\ Agreements\ CeIPIan Technologies Inc Professional Services Agreement PY24- 0037. doex-ms EXHIBIT " B"
STANDARD SUPPORT TERMS, STRUCTURE, AND PROCEDURE
7 Standard Support Terms, Structure and Procedure
7.1 Maintenance and Support Terms
7. 1. 1 Maintenance Plan Summary
Celplan' s Standard Comprehensive Maintenance and Support Plan includes the following main features:
Warranty of all CelPlan- provided equipment during maintenanceperiod On -site (corrective) services
Complete technical support service for all maintenance activities (phone calls, emails, visits, repairs, equipment rentals)
Replacement parts
Maintenance of local spares ( at discretion of CelPlan) Preventative maintenance ( inspection, cleaning)
Software patches and upgrades ( if applicable)
Remote network health monitoring and diagnostics services ( based on availability of VPN and suitable remote access)
7. 1. 2 Preventative Maintenance
CelPlan will perform weekly remote monitoring and diagnostics of the network to assure overall systems health (including verification of system bandwidth, redundant component failures - such as hard -drives, switches, power supply units, and UPS). Ifproblems are detected, CelPlan will create a case number and report the Customer about the detected problem, and our resolution plan.
Secondly, CelPlan shall also perform periodic (annual at minhnum) system field checks. Additionally, once per year, CelPlan shall perform a camera (lens) cleaning service for the CelPlan provided outdoor cameras.
CelPlan shall perform Software/Firmware updates on all components as required (semi-annually at minimum, if applicable).
7. 1. 3 Problem Reporting
A 24x7 customer service number and email address are available to report issues and create incident tickets. Detailed problem reporting procedure will be provided to the Customer at contract signature.
7. 1. 4 Problem Resolution Tracking
Based on received problem report, a case number will be assigned to the incident reported for mutual tracking purposes, with an acknowledgement provided to the Customer' s assigned points of contact.
Upon problem acknowledgement, the problem level will be assessed, upon which a resolution plan will be defined, and communicated to the Customer. Upon problem resolution, a notification of problem closure will be provided to assigned points of contact with the Customer.
7. 1. 5 Problem Definition
Using a tiered problem structure, we recognize three major categories of problems as follows:
21 I:\ emo\ Agreements\ CelPlan Technologies Inc Piofessional Services Agreement FY24- 0037. docxans Level 1: Emergency problems, including overall network outage or server outage, and backhand outage.
Level 2: Problems affecting a portion of the network, with lack of access to camera( s).
Level 3: Minor problems, affecting one carriers unit, or a servicing requirement that does not immediately affect operation (such as failures in redundant components of the network).
7. 1. 6 Response Time
Adjusted to the problem level, the following standard response time targets are provided. In addition, case by case, CelPlan will collaborate as much as possible to adjust the response time to specific Customer needs in terms problem resolution and response time.
Level 1: CelPlan targets to start on- line / remote diagnostics and resolution services within 4 business hours from problem reporting. In parallel, ifrequired, CelPlan targets to mobilize the field team to target 24 business hour resolution.
Level 2: CelPlan targets to start on- line / remote diagnostics and resolution services within 8 business hours from problem reporting. In parallel, if required, CelPlan targets to mobilize the field team and resolve within the next 2 business days.
Level 3: CelPlan will provide problem acknowledgement within 8 business hours, and targets to start on- line / remote diagnostics and resolution services within 2 business days from problem reporting. In parallel, if required, CelPlan targets to mobilize the field team within 4 business days.
Level 4: Third party related interruptions. Resolution time shall be identified on a case -by case basis.
7. 1. 7 Escalation Procedure
In addition to the standard support structure, CelPlan provides a ( multi -tier) reporting escalation procedure to provide flexibility for specific cases, and immediately address problems or concerns regarding maintenance.
7. 1. 8 Spares and Equipment Replacement
Several spare items may be maintained locally or proximity of maintained site( s) at CelPlan' s discretion.
7. 1. 9 Exceptions
For any reported problems not pertaining to CelPlan provided components or CelPlan maintained equipment the customers will be charged standard / overtime hourly rates with minimum 4- hour charge.
Maintenance excludes natural disasters, weather related damages, accidents, theft, inflicted damages, lightning, and vandalism.
CelPlan will not take any responsibility for damage due to misuse, mishandling, accidents, purposely inflicted damage, vandalism, natural disaster, etc., from time of notice of completion. The Customer will be responsible for cost or provisioning of appropriate insurance or repair/replacement costs. We will charge the Customer for the repair and/ or replacement components, and associated services.
7.2 Procedure
Call support phone number( s) ( see page 3) to explain the problem ( during business hours).
Depending on importance/ urgency, 1 st tier and/ or 2nd tier number( s) can be used. ( Leaving message is optional.)
In case the phone is not answered or outside of business hours, always immediately send an 22 t:\cmo\ Agreements\ CelPlan Technologies Inc Professional Services Agreement FY24- 0037. docx- ms e- mail to wi4netsupport@celplan. com to describe the problem.
CelPlan targets to acknowledge receipt of the request with a phone call and/ or email within the subsequent 4 business hours.
CelPlan to provide a status update and plan for resolution within 24 hours.
CelPlan or partner field personnel will notify the monitoring staff (by phone) before field visits to notify such visit. Once the resolution is achieved, CelPlan will provide a phone call or email in order to provide the completion status.
In situations where vandalism is suspected and/ or reported, the procedure is for our field team to remove the parts and send them to the manufacturer for full assessment and then based on their report a recommendation ( and eventual quote) is sent to the customer where an approval is required for CelPlan' s team to replace/ reinstall components or complete nodes.
7.2 CelPlan Support
Main CelPlan support line is available 24/ 7:
E Phone numbers:( 877) 840- 0734 or( 703) 259- 4040
Email address: wi4netsupport a c, elulan. com
7.3 CelPlan Escalation Procedure
For emergencies and report of structural support problems, the following additional CelPlan contacts are provided: Paulo Lcite (COO): ( 703) 259- 4025 / paulo rilcclolan.com Leonhard Korowajczuk ( CEO/ CTO): ( 703) 259- 4022 / leonhardcelolan. coni 23 1Acmo\
Agreements\ CelP1an Technologies Inc Professional Services Agreement FY24-0037. docx-ms EXHIBIT " Y'
GENETEC GLOBAL & PRIVACY POLICY
7.4 Genetec Global Privacy
At Genetec, we are committed to protecting our customers' personal data. This document will help you understand how we collect, manage and use their and their users' personal data as part of our provision of our products and services to you.
In essence, we (Genetec Inc., together with our affiliates, licensors, partners and contractors, including their respective successors and assigns, referred to as " Genetec", " we", " us" or " our") need to collect certain personal data about our customer ( either you as an individual, or the legal entity that you represent, or for the benefit of which you are agreeing to these terms and have the full power and authority to bind contractually, as applicable; referred to as " Customer", " you", " your" or " yours") in order to be able to provide such Customer and/or its employees or other authorized users acting on its behalf (each a " user") with our products. We promise to work hard to preserve the integrity and the security of Customer' s information ( including that of its users) under our control. We will only use Customer' s data in a manner consistent with this privacy policy, and will not share it with anyone for any other purpose.
In this document, the expression " personal data" means any information relating to an identified or an identifiable natural person. Such information may include, for example, the person' s name, address, contact information ( such as telephone numbers or email addresses), age, and gender. We further use the term product" to refer to any product, service, solution or other offering made available by Genetec.
WE STRONGLY ENCOURAGE YOU TO CAREFULLY READ THIS DOCUMENT. YOUR (INCLUDING
YOUR USERS') USE OF OUR PRODUCTS WILL MEAN THAT YOU ARE AWARE OF THE
COLLECTION, STORAGE, USE AND DISCLOSURE OF PERSONAL DATA IN THE MANNER DESCRIBED IN THIS DOCUMENT.
1. Why we need to collect personal data
We need to collect certain personal data to better understand Customer' s needs and preferences, and to provide our products to Customer and its users. Additionally, we may rely on such personal data to contact Customer regarding Customer' s GenetecTm account, upcoming changes, improvements, software updates and upgrades, as well as to improve the effectiveness of our offerings, to conduct research, analysis and other business activities, as further explained in this privacy policy. In any event, the personal data will not be used, made available or otherwise disclosed for purposes other than those specified herein, unless we obtain Customer' s prior approval or are required to do so by law.
2. What kind of personal data may be concerned
General
We make available a variety of products, any combination of which may be procured by Customer.
Consequently, the scope and nature of information collected by us varies based on the products used by Customer. In any case, we access and collect personal data only to the extent necessary to ensure that Customer can access and use the products that it has procured. We may further collect information to identify and associate Customer with its Genetec account. This includes Customer' s name, contact information, including mailing address, email addresses of certain users entitled to access and use the products for or on behalf of Customer, as well as other unique identifiers attributed to Customer ( including its users) by us or by other service provider, as the case may be.
Additionally, we may collect and store personal data that Customer (including its users) chooses to provide to us, at its sole discretion, without us requiring it to do so. This may occur, for example, where you 24 I;\cmo\ Agreements\ Ce1P1an Technologies Inc Professional Sewices Agreement FY24- 0037.doex- ms disclose certain personal data to us when you contact us, or when you choose to stare certain personal data in our products as part of your use of such offerings.
Please refer to relevant product privacy sheets for more information on the personal data that is collected and processed by us in relation to such product.
Personal data collected in relation to our products
Generally, our products may be grouped in four categories: on -premise software, cloud services, hybrid products and mobile applications. Below, you will flint an overview of the type of information that may be collected and processed by us in relation to your use of our products. However, we encourage you to refer to the relevant product privacy sheet to better understand what information may be collected and processed by us in relation to your use of such product.
The first category combines our software products that are installed on infrastructure provided by or on behalf of Customer. In these cases, all personal data remains stored in the Customer' s systems, and will not be shared with Genetec. Customer may, however, for its convenience, choose to enable the automated modules — known as the Genetec Update Service ( GUS) and the System Availability Monitor ( SAM) — which would respectively allow Customer, among other things, to receive automated software and firmware updates, security notifications, and other relevant nonmarketing content, and monitor the status oftheir physical security infrastructure. These modules, when enabled, will monitor and send to our systems information pertaining to the configuration, status and health of software and hardware associated with your installation of our on -premise products.
The second category groups cloud products that are hosted on systems made available by us. The extent of personal data that may be collected and processed by us as part of our cloud products will vary based on the type of cloud product being used.
Our hybrid products category represents products that are generally installed on infrastructure provided by or on behalf of Customer ( with all of the personal data being hosted on -premise, as outlined above), but additionally require an intemet connection to ensure that Customer holds a valid subscription to use such hybrid product.
We may also make available certain mobile applications to Customer in relation to its use of our products.
Generally, our mobile applications are an extension of Customer' s other Genetec products. Our mobile applications only collect and send to our systems a limited set of information, which includes hardware and operating system information, web browser version, certain anonymous usage data, as well as the mobile device' s geographic location. All other information remains stored on the mobile device or in the relevant Genetec product.
Personal data collected in relation to Customer accounts When you create a customer account with us in association with any Genetec product, we will require you to submit to us certain personal data to identify you ( including your users) as the holder of such customer account, but also to protect information associated with your customer account from unauthorized disclosure. Such personal data may include, but is not limited to, Customer full name, user full name, address, contact information, you Genetec account username and password. It is your responsibility to provide all necessary information to and obtain all relevant approvals and consents from all your users in relation to their access and use of our products.
Personal data collected in relation to support services 25 l:\cmo\ Agreements\ Cc1Plan Technologies Inc Professional Services Agreanent PY24- 0037. docx- ms When Customer contacts us, whether by phone, chat, email, through our websites or otherwise, we may keep a record of such communications to help solve issues that Customer might be dealing with, but also for training, quality assurance and statistical purposes, as well as to improve our products. Please note that we may aggregate personal data to generate various performance, analytical and statistical data, as well as to develop new products. When we do so, we ensure that such information becomes anonymized and may no longer be associated with an identifiable individual.
Personal data collected via our websites
When you visit our websites, we may collect certain information automatically from your device. In some countries, including countries in the European Economic Area, this information may be considered personal data under applicable data protection laws. Specifically, the information we collect automatically may include information like your IF` address, device type, unique device identification numbers, browser - type, preferences, broad geographic location ( e. g. country or city -level location) and other technical information. We may also collect information about how your device has interacted with our Website, including the pages accessed and links clicked. Collecting this information enables us to better understand the visitors who come to our website, where they come from, and what content on our website is of interest to them. We use this information for our internal analytics purposes and to improve the quality and relevance of our website to our visitors.
Some ofthis information may be collected using cookies and similar tracking technology (collectively, Cookies"). We use cookies to collect and use personal data about you. For further information about the types of Cookies we use, why, and how you can control Coolies, please see our Cookie Notice.
3. Who may have access to personal data
At Genetec, we recognize and respect the importance of protecting our customer' s personal data. Keeping personal data in strict confidence is a core part ofour commitment to service excellence. We do not sell or rent any personal data to any third party. However, to provide Customer with our products, we may share Customer' s personal data with our affiliated companies, parent entities and subsidiaries, for internal business purposes, as well as with our partners acting on our behalf in relation to the provision of such products.
As many other service providers, we use third party partners' help in some aspects of our business operations, which, in some cases, involves processing or handling of Customer' s personal data. However, before we do so, we take appropriate measures to safeguard personal data, and to ensure that it is used only in a manner consistent with this privacy policy.
These measures also include protecting personal data within our organization. Such information may only be accessible by those employees, agents, representatives and contractors of Genetec who need to know such information as part of their duties. We further ensure that our employees, agents, representatives and contractors perform their duties in a way compatible with the terms and conditions described in this document.
We may be required to disclose information that we have on Customer and its users ( including its and their personal data) to governing and law enforcement authorities, including where required by law, a court order, or by other legal obligations that we may have in any jurisdiction.
4. How we protect personal data
26 I:\emo\ Agreements\ CelPlan Technologies hic Professional Services Agreement FY24- 0037. docx- ms We work diligently to maintain administrative, technical and physical controls consistent with industry best practices to protect Customer' s personal data against unauthorized access or use. We leverage industry -leading technologies, including server authentication and data encryption, to protect personal data during transit over the internet and at rest.
5. Where personal data may be processed
While our global headquarters are based in Montreal, Canada, Genetec, together with our partners and affiliated companies, operate in various locations worldwide. As a result, we may store or otherwise process personal data in many places around the world, including outside the state, province or country where Customer is located, in which case personal data may become subject to foreign laws, and, therefore, may be available to the governing authorities under local laws and regulations. We will use various legal and contractual means to ensure that data transfers are done in compliance with applicable laws and industry best practices.
In certain cases, we may enable Customer to choose the location of data centers where we will store Customer' s personal data. Please note that the availability of choice of data center locations varies based on the product, as well as on Customer' s geographical location.
If Customer is a resident of the European Union ( EU) or the European Economic Area ( EEA), we make sure that his/ her personal data is transferred to third countries outside the EU/EEA that are deemed " adequate" by the European Commission ( a list of adequate countries is available here). Alternatively, where your personal data is not sent to a country that provides adequate protection, we will put in place appropriate safeguards to ensure that your personal data remains protected while it is being processed outside the EU/EEA in accordance with applicable privacy laws. These appropriate safeguards may include signing the European Commission' s Standard Contractual Clauses with the group entity, third party service provider or partner outside the EU/EEA with whom we share your personal data. For further information about transfers of personal data, please refer to the " How to contact us" section below.
6. Keeping personal data accurate and up- to- date
We rely considerably on your personal data to ensure that we provide Customer with the best possible experience. It is, therefore, important that your personal data available to us remains up to date. As such, if you notice that fhe information that we have on Customer in our files is no longer accurate or is incomplete, we strongly encourage you to contact us with the most current information. Not doing so may, in some cases, affect our capacity to deliver to our products. Note that before updating Customer' s personal data, we may ask you to verify your identity before we can act on the request.
7. Retention of personal data
Customer' s personal data will be stored in accordance with our retention policies and processes. We will keep Customer' s information only for as long as it is necessary for us to fulfill our obligations. Thereafter, we will put necessary efforts to permanently dispose of your personal data, unless we are required to keep it for legitimate business or legal purposes.
8. Legal basis for processing personal data
The legal basis for collecting and using the personal data described above will depend on the personal data concerned and the specific context in which we collect it. However, we will normally collect personal data from you only where we have your consent to do so, where we need the personal data to perform a contract with you or to comply with applicable laws, or where the processing is in our legitimate interests and not overridden by your data protection interests or fundamental rights and freedoms. 27 I:\ emo\ Agreements\ CelPlan Technologies Inc Protessional Services Agroement FY24- 0037. docx- ms If we ask you to provide personal data to comply with a legal requirement or to perform a contact with you, we will make this clear at the relevant time and advise you whether the provision of your personal data is mandatory or not ( as well as of the possible consequences ifyou do not provide your personal data) Similarly, if we collect and use your personal data in reliance on our legitimate interests ( or those of any third party), we will make clear to you at the relevant time what those legitimate interests are.
In other situations, Customer ( including its users) must always give us clear consent for the collection, use and processing of personal data in order for us to do so. This can be done in several ways, for example, by phone, chat, email, by click of a button, or other similar means.
Occasionally, a Customer may give us access to, or provide us with, additional personal data which may be necessary to enable us to provide our products to Customer. This may, for example, happen when Customer chooses to enable a relevant feature in a product. In such case, we will treat such personal data in accordance with the terms of this privacy policy and the applicable laws.
When Customer procures or uses our products, Customer acknowledges and agrees that Customer has the necessary authority and all relevant consents (including those that may be required from its uses) to transfer such personal data to us, and allow us to treat such personal data in accordance with this privacy policy.
9. Minors
The products that we provide are not intended for individuals below the age of 18. If you are under 18, please do not provide your personal information to us.
10. Openness and accountability
Within Genetec, our privacy team is responsible for our security and privacy -related matters, including the application of this privacy policy. He and his team oversee training of our staff to ensure security compliance and to raise privacy awareness. Security, transparency and integrity are among the key values at Genetec. We will gladly answer any questions or concerns that you may have with respect to your privacy or the security of your personal data, or if they wish to request a correction of your personal data in our custody or control. Please do not hesitate to reach us by visiting the " contact us" section of our website.
11. Your data protection rights
You have the right to request access to, and obtain a copy of, your personal data. You may also request that any personal data that is inaccurate or incomplete be rectified or completed. Note however that, in some cases, we may not be able to provide you access to your personal data. This may occur when providing such access would be likely to impact the privacy or the security of a third party, or for other valid reasons in accordance with applicable laws. In these events, we will advise you in writing of the grounds of our decision.
Under certain legal conditions ( for example, where the personal data is no longer needed to achieve the purposes for which the information was initially collected) you may request that your personal data be erased. In addition, you may object to the processing of your personal data, ask us to restrict processing of your personal data or request portability of your personal data under certain legal conditions. 28 1Acmo\ Agmcments\ Cc1P1a1i Technologies Inc Proressiowl Services Agreement FY24- 0037. doex- ms In situations, other than those outlined above in this section, where the processing of your personal data is based on your consent, you have the right to withdraw your consent at any time. Please note, however, that withdrawing your consent will not affect the lawfulness of any processing we conducted prior to your withdrawal, nor will it affect processing of your personal data conducted in reliance on other lawful processing grounds ( such in relation to your account or use of your products under a contract).
You also have the right to opt -out of electronic marketing communications that we may send you at any time and free of charge. You may exercise this right by clicking on the " unsubscribe", " opt -out' or other similar links in the marketing e- mails that we may send you. To opt -out of other forms of marketing ( such as postal marketing or telemarketing), please contact us using the contact details provided under the " How to contact us" heading below. However, we may still contact you using your contact information for example to share important technical or functional information relating to your account or use of our products.
If we are unable to resolve an issue to your satisfaction, you may choose to request assistance from, or submit a complaint to, the privacy authorities, such as the Privacy Commissioner of Canada, who may be contacted at 1- 800- 282- 1376
You may exercise any ofthe rights described above at any time by contacting us as described under the How to contact us" section below. We will respond to your request in accordance with applicable data protection laws.
12. How to contact us
If you have any questions, concerns or complaints about this privacy policy, or the way we process your personal data, or if you want to exercise your rights as described above, please contact our Data Protection Officer and our privacy team by email at privacy@genetec. com, or by postal mail at the following address 2280 AlfredNobel Blvd., Suite 400, Montreal, QC, 114S 2A4, Canada. .
13. Updates to this privacy policy
Continuous improvement of our products is key to our goal to providing our customers with the most innovative and relevant solutions. We, therefore, continuously implement new technologies and improving our processes, software and services, which may require us to update this privacy policy from time to time, without prior notice. However, if we make any major changes to our privacy practices, we will publish a relevant notice on our corporate website.
The revised version of this document terms will take effect as soon as it is made available on our website with regards to all new customers. If any revision to this policy outlines any material changes to the way that we use or otherwise process any personal data, we will provide a more prominent notice.
Where applicable, we will also provide Customer with instructions on how to opt in to or opt out from our new products, or communications. Note that some aspects of our products may not be available to Customer if Customer chooses to opt out from certain communications.
This privacy policy has been last updated on December 4, 2019. Please note that this version takes into account the provisions of Regulation 2016/ 679 of the European Parliament and of the Council on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/ 46/ EC (General Data Protection Regulation). 29 E\ emo\ Agreements\ CelPlan Technologies Inc Rufessional Smices Agreement FY24- 0037. doex- ms
7.5 Genetec Privacy Policy
Product Privacy Sheet - GenetecTM Security Center
This document is a supplement to the Genetec Privacy Policy and applies to the following Genetec product: GenetecTM Security Center.
December 4, 2019
This document is a supplement to the Genetec Global Policy available above ( Section 7.4) and applies to the following Genetec Product ( the " Product"): GenetecTM Security Center.
Overview
As part of your use ofthe Product, you (either you as an individual, or the legal entity that you represent, as applicable; referred to as " you", " your" or " yours"), or your users, may upload, receive or generate certain information or data (" Data"). This document outlines what type of Data is concerned and to what extent Genetec ( also referred to as " we", " us" or " our") may access, store, use or otherwise process referred to as " processing", " process" or other similar words) your Data.
Deployment environment
Please keep in mind that the Product deployment environment may impact the scope of Data processing. It is therefore essential to determine how the Product will be deployed in order to fully understand the implications of Data access.
The deployment in a " Local Environment" means that the Product is deployed in an infrastructure not provided by Genetec, all Data is stored in the data hosting systems and servers provided by you and is not made available to Genetec except as outlined in this document.
The deployment in a " Cloud Environment" means that the Product is deployed in the hosting environment provided by Genetec (and hosted by Microsoft Azure in its secure Azure data centers). The environment will normally contain the data of other Genetec customers, but each customer' s respective Data is logically segregated so that no one single customer may see or access other customers' Data. Your Data will not be visible to any other customer using their instance of the Product from the same Cloud Environment.
When the Product is provided in a combination of a Cloud Environment and a Local Environment, we refer to such deployment as a Hybrid Environment. In these cases, the accessibility of the Data will vary according to the design of the deployed Product. Please refer to the description of Data use cases above to determine how such Data will be processed by us.
What type of Data will be captured by the
Product? Common components
Directory
The Security Center Director ("Directory") is the component of the Product that manages all system configurations, settings and other Data listed below, which will all remain in the Product until it is deleted.
User Data: The Directory is responsible for the authentication of all user connections and, as such, will capture user identifiers to uniquely identify authorized users. This includes their name, e-mail address, and contact information that is configured in the Product. Additionally, the Product keeps a record of all user activities as part of its audit trail, which may also include changes to the system configuration made by each 30 I:\ cmo\ Agreements\ Cc1P1an Technologies Inc Professional Services Agreement FY24-0037. docx- ms user. By default, this Data is stored for a period of 90 days, but you may disable its capture Usage Data: The Directory captures certain non -personal statistical and usage Data, such as the user action type, the type of capture ( manual or automatic), and so forth. Usage Data does not contain any of your personal or confidential Data.
System configuration: Various Data regarding your configuration settings will be captured by the Product through the Directory, such as the operating system language used, your Product identification, the version of the Genetec products installed on your device, and so forth.
GUS and SAM
The Product includes two connected services that you may enable at your discretion: GUS and SAM.
The first, the Genetec Update Service ( GUS), enables you to update your Product when a new release becomes available to you. Among other things, GUS allows you to receive automated software and firmware updates, security notifications and other relevant non marketing content. To do so, GUS collects Data about your system usage, comprised of directories, roles, units, entities that you have in your security system and their availability ( up and down times), which does not contain any personal information.
The second, the System Availability Monitor (SAM), allows your system administrators ( which may include your system integrator) to have a general overview ofthe status and availability of any security systems connected to the Product. To do so, SAM will use the same Data as collected by GUS to compile statistics on the availability and health of the Product, such as the uptime percentage, the average time between errors and the average time an entity takes to come back online. SAM requires an active subscription to Genetec Advantage program to operate.
To facilitate proactive support and improve communication, GUS and SAM are configured to allow Genetec to receive Data described above by default. You may choose to enable GUS and SAM on an anonymous basis, meaning that all the Data submitted to Genetec will be kept in an aggregate manner with the like Data from other Genetec customers and we will not be able to identify you as the source of such Data. You may also select to disable GUS and SAM, in which case no Data will be collected. Please note, however, that these last two options might limit some of the respective service' s capabilities.
Optional components
As the Product is a modular platform, you need to obtain a license to use one or more ofits optional components to fully leverage the capabilities of the Product. The Data collected by the Product will vary depending on the component covered by your license, as described below.
Omnicastrm
Omnicast' m is our video management system, the core function of which is to record and enable you to manage video footage from your connected cameras. Omnicastrm is only available for deployment in Local Environments and, as such, none of the Data listed below will be made available to Genetec.
Video recording and metadata: The Product captures video recording fiom each camera enrolled in the Product, including the associated metadata, including timestamps, geolocation, and so forth.
Device Data: The Product will also capture Data on the connected cameras, such as their respective name and model. This information will also be used by the Product to recommend and make available to you firmware updates available for such cameras, where the feature is supported.
AutoVUTM
31 1:\ tiro\Agmemmts\ CelPlan Technologies inc Professional Services Agreement FY24-0037. docx-ms AutoVuTM is our automatic license plate recognition system. AutoVuTM works natively with our AutoVuTM Sharp cameras. These cameras are designed to capture relevant Data allowing you to use them with AutoVuTM, Genetec PatrollerTM and/or Genetec Motoscatirm systems. To provide protection against system or network failures, these devices are designed to capture, and store internally, license plate identification, images and metadata (including fimestaraps and the geolocation) until such Data is offloaded.
Below is a list ofthe Data collected and stored as part of your use ofAutoVuTM, irrespective ofthe infrastructure in which you deploy the Product. AutoVuTM systems are available for deployments in Local, Cloud or Hybrid Environments. Additionally, the Data collected as described below is stored according to the retention periods you define, which may vary depending on the type of Data.
License plate identification: The Product will capture and recognise all license plate identification to enable you to geographically locate the vehicle identified using the Product. This includes the license plate number and the state / province / country ofissuance.
Images and metadata: The Product further captures images of a vehicle identified using the Product, as well as the associated image metadata, such as the vehicle' s make and model, its speed, relative motion and the like. This may include images of the license plate of the vehicle, the vehicle itself and images of the surrounding areas, which may include images of individuals passing by at the time the images were captured.
Device Data: The Product captures device Data on the AutoVuTM Sharp cameras connected to your AutoVuTM system, including the name and model of the connected cameras. The Product will further capture unique device identifiers on devices used to capture the Data ofthe vehicle identified using the Product, which may include unique identifiers of cameras, computers, sensors and other hardware or software used to capture and process such Data as part of the use of the Product.
Event Data: Based on your configuration of the Product, it will use the license plate identification, images and metadata ( as described above), as well as the time when the captured event occurred and its geolocation to generate Data related to the event, such as parking sessions information and parking ticket transactions.
You may also choose to import additional Data into the Product, such as permit lists and hot lists. With this imported Data, you can further configure the Product to handle events to include whether a vehicle is being looked for or not, whether a permit is valid or not, the capacity of the parking lot visited, descriptive information of vehicles you are looking for, and so forth.
Genetec PatrollerTM and Genetec MotoscanTM
Just like AutoVuTM, Genetec PatrollerTM and Genetec MotoscanTM are our specialized license plate recognition software. However, Genetec PatrollerTM is intended for invehicle deployments only, while Genetec MotoscanTM is intended for deployments on scooters and similar mobile vehicles. Genetec PatrollerTM and Genetec MotoscanTM may connect to your instance of AutoVuTM but are designed to be autonomous and disconnected. Depending on your needs, you can therefore choose to store all Data locally, until offloaded into AutoVuTM
License plate Data: The Product will capture the same license plate Data as captured by AutoVuTM and described above.
Event Data: The Product will capture the same event Data as captured by AutoVuTM and described above.
Configuration settings: The Product will collect various information regarding its settings, such as whether the Product is configured for traffic or law enforcement purposes, and the version of the Genetec PatrollerTM used.
32 1:\ cnio\ Agreemenfs\ CcIPlan Technologies Inc Professional Services Agrecnnent FY24- 0037. doex- ms IP address: Finally, the Product will share its IP address withyour instance ofAutoVurm, and vice -versa, to ensure that the two systems interconnect to enable you to offload your Data from Genetec PatrollerTM to AutoVuTM
SynergisT
SynergisTM is our access control system and allows you to control people access and flow on your site.
Permanent users and visitor Data: To allow you to configure access rights, the Product will collect various Data about the individuals to whom you grant such access rights, whether they are permanent users ( such as your employees or contractors) or visitors. This includes the first and last name ofthese individuals, as well as any other attributes that you choose to enter to identify a person. Depending on your choice, these custom fields may include personal Data. This Data will be stored in the Product until you decide to delete it.
Access history: The Product will collect Data regarding the access history of a permanent user or a visitor, such as the places visited, the check -in and check-out time, if an access was denied or granted and the reason for the denied access, and so forth. By default, access history Data will be kept in the Product for a period of 90 days, but you may choose a different retentionperiod.
Device Data: To leverage the Product and associate access rights with entry points, various Data related to the devices and the physical location they control will be collected, such as the name and model of the door sensors, the name of the access control readers, the format of the access cards, the door name, the name of an area or a zone, and so forth.
FederationTM
FederationTM allows you to connect multiple Security Center installation instances that you use to secure your premises into a single virtual system. FederationTM allows you to use individual instances of Security Center to view, manage and control remotely other compatible Security Center installation instances forming part of your virtual system.
FederationTM does not store any Data, but solely allows remote access and transfer of your Data between interconnected Security Center instances forming part of your security infrastructure. However, certain Data related to your federated systems will be retained in the Directory of your local Security Center system, such as the name of your connected cameras, and other non -personal Data. In the case of SynergisTM, a copy of your Permanent users and visitors Data ( as defrled above) will also be stored in the Directory. The retention period for this Data is configured by you.
Genetec CitigrafrM
Genetec CitigrafrM enables you to connect sensors and other data sources to have a centralized view of your operations. It solely allows remote access to Data from connected sources and is not designed to store any of that Data. Genetec CitigrafrM may, however, allow you to retain the geolocation and timestamps for events that you choose to track to improve event searching capabilities.
Genetec Citigraf rm is only available for deployment in Local Environments. Genetec Mission ControlTM
Genetec Mission ControlTM is our collaborative decision management system. Available for deployment only in Local Environments, Genetec Mission ControlTM remotely accesses Data from connected sensors and security devices to guide your security team to follow your organization -specific processes when an event ( such as an incident) occurs.
33 I:\ cmo\ Agreements\ CelPlan Technologies Inc Professional Services Agreement FY24- 0037. docx- ms Genetec Mission ControlTM allows remote access to Data from connected sources and is not designated to store any ofthat source Data.
Incident Data: To allow for efficient incident management, the Product will collect various Data related to each captured incident, including the time at which it occurred and the source of the event. This Data will be retained in the Product for a period of 90 days by default, but you may choose to define a different retention period.
Operator performance Data: You can further monitor the performance of your operators and the actions taken to resolve the incident. As such, the Product will therefore retain the time to response and the time to resolution to each incident. Plus, the Product allows you to pre- set questions to be answered by your operators and provides a section should you or your operations wish to add comments in relation to a specific incident. This Data will be retained in the Product for a period of 90 days by default, but you may choose to define a different retention period.
SipeliaTm
SipeliaT allows you to make, receive and manage session initiation protocol ( SIP) based voice and video calls over a network.
AudioNideo recording and metadata: To allow you to manage your calls, either to answer them, forward them or put them on hold, the Product will capture various Data related to the calls received. This includes the audio and video recording of the call, the call start and end time, the call type, the call state, and so forth.
By default, this Data will be kept for a period of 30 days, but you may choose a different retention period.
The Product also allows you to solely retain video or audio content, or none, as part of your retention configuration.
Device information: The Product captures Data related to the devices connected to it, such as the name of the intercom, the intercom extension, and so forth. This Data is captured to allow you to generate reports based on your needs.
Third -Party Software and Plugins
The Product further allows you to connect to compatible third -party software, hardware and plugins in order to import Data into the Product. Therefore, depending on your configuration and these third parties' policies, your Data may be accessible to them. In this event, such access is subject to their own terms and conditions and is expressly excluded from the scope of this document.
The same applies to the various add- ons that you can procure to complement the Product, which are not covered by this document.
Data access
Your Data may be accessed only by the authorized system administrators ( which may include your system integrator) and users with appropriate access privileges, as defined by you.
To the extent that you deploy the Product in a Local Environment, no Data will be made available to Genetec, except for GUS and SAM, when enabled.
To the extent that you deploy the Product in our Cloud Environment, your Data will be processed in our data centers in the manner described in this document. A limited number of our employees will have access to your Data to enable us to provide you with the service.
To that extent that Genetec provides support to you with regards to the Product, our support team will only have access to information that you submit to us as part of your support request or to which you decide to grant us access through the Product. As such, in certain cases, we may ask you to share additional 34 L crno\ Agreetnents\ CetPlan Technologies Inc Professional Services Agreement FY24- 0037. docx- ms information with us to be able to respond to your request for support. Unless otherwise stated in this document, Genetec employees will not have access to your Data.
Data ownership
You will always remain the owner of your Data. You are fully responsible for the content of your Data, which includes obtaining all rights, consents, authorizations and other approvals from all relevant third parties which may be necessary for you to make available your Data to us as part of your use of the Product, and for us to process your Data in accordance with the terms of our privacy policy and this document.
This document has been last updated on December 4, 2019. The latest version ofthis document may be found at \ uby. Ct_1ctCC. csm. IC <<ul ups- We invite you to subscribe to the legal notifications in our Entail Subscription Center to, among other things, be notified of any major changes to this document.
Leonhard Korowajczuk ( CEO/ CTO): ( 703) 259- 4022 / leonhard@celpIan. com 35 I:lcmolAgreementsWetPlan Technologies Inc Professional Services Agreement FY24- 0037.docx-ms EXHIBIT " G"
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
x
I ain 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 with 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, ifI 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.
CELPLAN TECHNOLOGIES, INC
By: /
0aZZ111& Z-1U&
Paulo Leite, Chief Operations Officer
Date: 10/ 1 / 2024
36 1Acmo\ Agreements\ CelPlan Technologies Inc Professional Services Agreement FY24- 0037. doex- ms City Council AGENDA ITEM NO. L4.
DATE: June 2, 2026
TO: Honorable Mayor and City Council Members
SUBJECT: Consideration of a new Enterprise License Agreement with Esri and related subscription services for a three-year term, in an amount not to exceed $271,185.15 (Interim Assistant City Manager Garcia)
MOTION:
If the City Council determines that staff's recommendation is appropriate, the following motion is provided:
I move to approve a new Enterprise License Agreement with Esri and related subscription services for a three-year term, in an amount not to exceed $271,185.15.
RECOMMENDATION:
Staff recommends that the City Council approve a new Enterprise License Agreement with Esri and related subscription services for a three-year term, in an amount not to exceed $271,185.15..
DISCUSSION:
In May 2011, the City entered into an Enterprise License Agreement (ELA) with Esri to utilize Esri’s geographic information system (GIS) software and services. At that time, it represented the first ELA that Esri entered into with a city the size of Redlands. The agreement presented herein would represent the City’s sixth consecutive ELA with Esri.
This type of licensing agreement has enabled the City to expand the use of Esri’s GIS technology across multiple departments. Esri’s ArcGIS Desktop software continues to be an integral part of many City business processes, supporting planning, engineering, utilities, public safety, and other operational activities.
In addition, the City has leveraged ArcGIS Online to extend GIS capabilities to mobile environments, allowing field crews to access and update data in real time, and enabling the public to interact with City information through web applications. Esri software is also used to develop a variety of applications that support departmental operations and improve service delivery.
The City also utilizes ArcGIS Server to publish and share geographic information with the public through interactive maps and dashboards. The City’s GIS currently maintains more than 400 data layers and hundreds of interactive map applications and dashboards, all of which rely on Esri licensing. Examples include applications related to zoning, the General Plan, capital improvement projects, road closures and water shutdowns, which are made readily available to residents and businesses.
Additionally, the City maintains an Open Data Hub, which provides public access to GIS datasets and applications, further promoting transparency and community engagement. The Open Data Hub can be accessed at: https://datahub-coredlands.hub.arcgis.com/.
The proposed agreement establishes a three-year term with Esri for the City’s core Geographic Information System (GIS) platform through a Small Government Enterprise Agreement (SGEA). The SGEA provides fixed and known pricing of $60,300 annually, for a total of $180,900 over the three-year term. The annual subscription details are included in Quote Q-573623.
In addition to the SGEA, the agreement includes several ancillary software subscriptions, including ArcGIS Hub, Site Scan, Drone2Map, and ArcGIS Indoors. The ancillary components are currently priced for the three-year term as follows:
ArcGIS Hub Premium: $5,150 annually, for a total of $15,450 over three years ArcGIS Site Scan (2 subscriptions): $5,495.05 annually, for a total of $16,485.15 over three years ArcGIS Drone2Map: $1,750 annually, for a total of $5,250 over three years These items are included in Quote Q-573623.
ArcGIS Indoors is provided under a separate quote (Q-573625) with an annual subscription fee of $17,700, for a total of $53,100 over the three-year term.
Examples of GIS Applications Used Across City Departments The City uses Esri GIS technology across multiple departments to support planning, infrastructure management, public safety, and community services. Examples include:
1. Development Services
The OneStop Map helps staff locate development projects and analyze surrounding conditions using layers such as parcels, addresses, zoning boundaries, fire hazard zones, streets, traffic signals, and aerial imagery. It is available through ArcGIS Pro, and the OneStop Web App and has supported initiatives such as the Pavement Accelerated Repair Implementation Strategy (PARIS) and the Street Lighting Upgrade Program.
GIS layers also support the CityWorks asset management system, which processes work orders and infrastructure maintenance requests through the One Stop Permit Center. Additionally, Esri Business Analyst supports the City’s economic development efforts by identifying opportunities to attract and expand businesses.
2. Facilities & Community Services
GIS applications support the management of parks, trails, and community resources, including public maps for City Parks, Public Trails, and Homeless Resources.
3. Fire Department
The Fire Department uses GIS tools to support emergency preparedness and inspections. The Weed Abatement Program uses Survey123 for field data collection and ArcGIS Dashboards to track inspection status. Additional applications include maps for High Fire Hazard Zones, Historical Flooding, and Illegal Fireworks Reporting.
4. Police Department
GIS data maintained through Esri products supports the Police Department’s Spillman Computer-Aided Dispatch (CAD) system. Additional applications include the Voluntary Camera Registry, Traffic Collision analysis, and Shopping Center analysis dashboards.
5. Municipal Utilities & Engineering
GIS is used to maintain the City’s water distribution and sewer infrastructure systems, with updates occurring both in the field and through desktop GIS tools. Additional applications support programs such as Measure I transportation projects, Average Daily Traffic analysis, Moratorium Streets, and Parcel Slope analysis.
6. Open Government
The City provides public access to GIS data and applications through its Open Data Hub, which organizes datasets and web mapping applications for residents and businesses (https://datahub-coredlands.hub.arcgis.com/). The new License Agreement incorporates new applications and continuous subscriptions listed below:
ArcGIS Indoors Spaces for ArcGIS Online & ArcGIS Indoors Maps for ArcGIS Online: provides data management tools and focused apps to enhance operations, maintenance, safety, security, and wayfinding within your facilities. Visualize people, spaces, assets, and incidents on floor-aware 2D and 3D maps, modernize asset and space management, improve situational awareness in emergencies, and transform occupant and visitor experiences.
ArcGIS Hub Premium for ArcGIS Online: a cloud-based collaboration and engagement platform that enables organizations to work together, share data openly or securely, and turn insight into measurable impact.
Site Scan for ArcGIS: end-to-end, cloud-based drone mapping software for drone imagery data collection, processing, and analysis.
ArcGIS Drone2Map Advanced: a desktop application that turns drone images into valuable 2D and 3D information products.
ALTERNATIVES:
The City Council could choose not to approve the Enterprise License Agreement. This alternative is not recommended because many City operations, applications, and workflows depend on Esri GIS technology. Without the agreement, the City would be unable to maintain many of its existing GIS systems and services.
STRATEGIC PLAN: Esri tools and software support the following initiatives - Supports Priority A Objective 2b: Increase accessibility to businesses and essential services through improvements to mobility and parking.
Supports Priority A Objective 3b: Expand historic surveys to include areas that were not previously surveyed and properties with historically eligible buildings built in the 1950s and 1960s.
Supports Priority A Objective 3c: Promote the City’s historic preservation programs through new user-friendly educational materials.
Supports Priority A Objective 4a: Develop an assessment and improvement plan for City parks and open spaces that includes adherence to industry standards.
Supports Priority B Objective 2c: Evaluate public safety workforce to determine if staffing levels are consistent with population growth. Develop a plan for workforce growth based upon results.
Supports Priority B Objective 4b: Develop methods to reduce and prevent homelessness.
Supports Priority D Objective 2a: Expand the non-potable water system.
Supports Priority D Objective 3b: Engineer and construct transportation facilities to accommodate all potential users – motorists, cyclists and pedestrians.
Supports Priority D Objective 5a: Explore City initiatives to address the effect of climate change.
SUBMITTED BY:
Danielle Garcia, Interim Assistant City Manager
RECOMMENDED BY:
Charles M. Duggan Jr., City Manager
REVIEWED BY:
Yvette M. Abich Garcia, City Attorney
Janice McConnell, Assistant City Manager
James Garland, Interim Management Services/Finance Director Dana Abramovitz-Daniel, Procurement Manager
PREPARED BY:
Claudia Caceres, GIS Supervisor
FISCAL IMPACT
Fiscal Year: FY 2026
Amount: $90,395.05
Budgeted Y/N:
Account No.: 604900
Additional Appropriation Required: No
Discussion: Funding for the first year of the agreement is included in the current adopted budget. Funding for years two and three is incorporated in the Division's budget requests for FY 2027 & 2028 as part of the City’s biennial budget process.
Attachments
SGE_License_Agreement_w_Esri.pdf
Q-573625_City_of_Redlands_ArcGIS_Indoors.pdf
MasterAgreement-full.pdf
User_Type_Matrix.pdf
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
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 2 $1,750.00 $1,750.00
ArcGIS 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 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 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 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 of Agreement: Three (3) years
This Agreement supersedes any previous agreements, proposals, presentations, understandings, and arrangements between the parties relating to the licensing of the Products. Except as provided in Article 4— Product Updates, no modifications can be made to this Agreement.
Accepted and Agreed:
City of Redlands
(Customer)
By:
Authorized Signature
Printed Name: Mario Saucedo
Title: Mayor
Date:
CUSTOMER CONTACT INFORMATION
Contact: Telephone:
Address: Fax:
City, State, Postal Code: E-mail:
Country:
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/enus/legal/terms/full-master-agreement and available in the installation process requiring acceptance by
electronic acknowledgment or (ii) a signed Esri
master agreement or license agreement that
supersedes such electronically acknowledged
master agreement.
“Product(s)” means the products identified in
Table A—List of Products and any updates to the list
Esri provides in writing.
“Quotation” means the offer letter and quotation
provided separately to Customer.
“Technical Support” means the technical
assistance for attempting resolution of a reported
Case through error correction, patches, hot fixes,
workarounds, replacement deliveries, or any other
type of Product corrections or modifications.
“Tier 1 Help Desk” means Customer’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/otherresources/product-life-cycle. Updates for Products in the mature and retired phases may
not be available. Customer may continue to use
Products already Deployed, but Customer will
not be able to Deploy retired Products.
5.0—MAINTENANCE
The Fee includes standard maintenance benefits
during the Term of Agreement as specified in the
most current applicable Esri Maintenance and
Support Program document (found at
https://www.esri.com/enus/legal/terms/maintenance). At Esri’s sole discretion, Esri may make patches, hot fixes, or
updates available for download. No Software other
than the defined Products will receive Maintenance.
Customer may acquire maintenance for other
Software outside this Agreement.
a. Tier 1 Support
1. Customer will provide Tier 1 Support
through the Tier 1 Help Desk to all
Customer’s authorized users.
2. The Tier 1 Help Desk will be fully trained in
the Products.
3. At a minimum, Tier 1 Support will include
those activities that assist the user in
resolving how-to and operational questions
as well as questions on installation and
troubleshooting procedures.
4. The Tier 1 Help Desk will be the initial point
of contact for all questions and reporting of a
Case. The Tier 1 Help Desk will obtain a full
description of each reported Case and the
system configuration from the user. This
may include obtaining any customizations,
code samples, or data involved in the Case.
5. If the Tier 1 Help Desk cannot resolve the
Case, an authorized Tier 1 Help Desk
individual may contact Tier 2 Support. The
Tier 1 Help Desk will provide support in such
a way as to minimize repeat calls and make
solutions to problems available to
Customer’s organization.
6. Tier 1 Help Desk individuals are the only
individuals authorized to contact Tier 2
Support. Customer may change the Tier 1
Help Desk individuals by written notice to
Esri.
b. Tier 2 Support
1. Tier 2 Support will log the calls received
from Tier 1 Help Desk.
2. Tier 2 Support will review all information
collected by and received from the Tier 1
Help Desk including preliminary documented
troubleshooting provided by the Tier 1 Help
Desk when Tier 2 Support is required.
3. Tier 2 Support may request that Tier 1 Help
Desk individuals provide verification of
information, additional information, or
answers to additional questions to
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.
Master Agreement
Products and Services
E204-Legal
Revised August 1, 2025
IMPORTANT—READ CAREFULLY
Unless superseded by a signed license agreement between you and Esri, Esri is willing to provide Esri Offerings and Services to you only if you accept all terms and conditions contained in this Agreement as the sole and final agreement of the parties regarding your acquisition of these Esri Offerings and Services. Please read the terms and conditions carefully. You may not use the Esri Offerings unless you agree to the terms and conditions of the Agreement. Your access and use of Esri Offerings, or Services, constitutes your acceptance of the terms and conditions of this Agreement. If you do not agree, contact your local sales representative prior to making your purchase.
This Master Agreement (“Agreement”) is between you (“Customer”) and Environmental Systems Research Institute, Inc. (“Esri”), a California corporation with a place of business at 380 New York Street, Redlands, California 92373-8100 USA.
Attachment A contains definitions of capitalized terms used throughout this Agreement. Each section of this Agreement may include additional definitions that are used exclusively within that section.
1.0 GENERAL GRANT OF RIGHTS AND RESTRICTIONS
1.1 Grant of Rights. In consideration of Customer’s payment of all applicable fees and in accordance with this Agreement, Esri
a. Provides Services as set forth in this Agreement;
b. Grants to Customer a nonexclusive, nontransferable right and license or subscription to access and use Esri Offerings as set forth in the Specifications and applicable Ordering Documents; and c. Authorizes Customer to copy and make derivative works of the Documentation for Customer’s own internal use in conjunction with Customer’s authorized use of Esri Offerings. Customer will include the following copyright attribution notice acknowledging the proprietary rights of Esri and its licensors in any derivative work:
“Portions of this document include intellectual property of Esri and its licensors and are used under license.
Copyright © [Customer will insert the actual copyright date(s) from the source materials.] Esri and its licensors. All rights reserved.”
The grants of rights in this section (i) continue for the duration of the subscription or applicable Term or perpetually if no Term is applicable or identified in the Ordering Documents and (ii) are subject to additional rights and restrictions in this Agreement including Attachment B.
1.2 Consultant or Contractor Access. Customer may authorize its consultants or contractors to (i) host Esri Offerings for Customer’s benefit and (ii) use Esri Offerings exclusively for Customer’s benefit. Customer will be solely responsible for its consultants’ and contractors’ compliance with this Agreement and will ensure that each consultant or contractor discontinues use of Esri Offerings upon completion of work for Customer. Access to or use of Esri Offerings by consultants or contractors that is not exclusively for Customer’s benefit is prohibited.
1.3 Reservation of Rights. All Esri Offerings are the copyrighted works of Esri or its licensors; all rights not specifically granted in this Agreement are reserved.
1.4 Customer Content. Esri does not acquire any rights in Customer Content under this Agreement other than as needed to provide Esri Offerings and Services to Customer.
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2.0 SOFTWARE AND ONLINE SERVICES
2.1 Definitions. The following definitions supplement the definitions provided in Attachment A:
a. “Anonymous Users” means all who have public access (i.e., without having to provide a Named User Credential) to any part of Customer Content or Customer’s Value-Added Applications. b. “App Login Credential(s)” means a system-generated application login and associated password, provided when registering a Value-Added Application with Online Services, which when embedded in a Value-Added Application allows the Value-Added Application to access and use Online Services. c. “Commercial App Deployment License” means a license to distribute Value-Added Applications to third parties for a fee.
d. “Concurrent Use License” means a license to install and use Software on computer(s) on a network, provided that the number of simultaneous users may not exceed the number of licenses acquired. A Concurrent Use License includes the right to run passive failover instances of Concurrent Use License management software in a separate operating system environment for temporary failover support. e. “Deployment License” means a license to incorporate ArcGIS Runtime components in Value-Added Applications and distribute Value-Added Applications to Customer’s end users. f. “Deployment Server License” means a license to use Software under a Server License for all uses permitted in this Agreement and as described in the Documentation. g. “Development Server License” means a license to use Software under a Server License only to build and test Value-Added Applications as described in the Documentation. h. “Development Use” means the right to install and use Products to build and test Value-Added Applications as described in the Documentation.
i. “Failover License” means a license to install Software on redundant systems for failover operations, but the redundantly installed Software may be operational only during the period the primary site is nonoperational.
Except for system maintenance and updating of databases, the redundant Software installation(s) will remain dormant while the primary site (or any other redundant site) is operational. j. “Named User(s)” is Customer’s employee, agent, consultant, or contractor to whom Customer has assigned a unique, secure login credential (identity) enabling access to a Product that requires such identity in order to access identity-managed capabilities within a Product for Customer’s exclusive benefit. For educational use, Named Users may include registered students.
k. “Named User Credential(s)” means an individual person’s login and associated password enabling that person to access and use Products.
l. “Named User License” means the right for a single Named User to use a specific Esri Offering. m. “Online Services Subscription” means a limited-term subscription conveying the right for one or more Named Users to access and use Online Services.
n. “Redistribution License” means a license to reproduce and distribute Software provided that
1. Customer reproduces and distributes the Software in its entirety;
2. A license agreement that protects the Software to the same extent as this Agreement accompanies each copy of the Software, and the recipient agrees to the terms and conditions of the license agreement;
3. Customer reproduces all copyright and trademark attributions and notices; and
4. Customer does not charge a fee to others for the use of the Software. o. “Server License” means a license to install and use Software on any computer being used as a server.
Server Licenses may be subject to a limited number of server cores or distributed deployment on multiple servers as described in the Ordering Documents or Documentation. If the Software description includes failover use rights, each Server License includes a Failover License. p. “Sharing Tools” means publishing capabilities included with Customer’s authorized use of Online Services or ArcGIS Enterprise that allow Customer to make Customer Content and Value-Added Applications available to third parties or Anonymous Users.
q. “Single Use License” means a license for a single authorized end user to install and use Software on a single computer. The single authorized end user may also install a second copy for the end user’s exclusive use on a second computer as long as only 1 copy of Software is in use at any time. No other end user may use Software under the same license at the same time for any other purpose.
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r. “Staging Server License” means a license to use Software under a Server License to build and test ValueAdded Applications and map caches; conduct user acceptance, performance, and load testing of other thirdparty software; stage new commercial data updates; and conduct training activities as described in the Documentation. Customer may use Value-Added Applications and map caches with Development and Deployment Server Licenses.
2.2 License and Subscription Types. Esri provides Products under one or more of the license or subscription types identified in the definitions above. The Documentation or Ordering Documents identify which license or subscription type(s) applies to the ordered Products.
2.3 Software Terms of Use.
a. Customer may
1. Install, access, or store Software and Data on electronic storage device(s);
2. Make archival copies and routine computer backups;
3. Install and use a newer version of Software concurrently with the version to be replaced during a reasonable transition period not to exceed 6 months, provided that the deployment of either version does not exceed Customer’s licensed quantity; thereafter, Customer will not use more Software in the aggregate than Customer’s total licensed quantity. This concurrent use right does not apply to Software licensed for Development Use;
4. Move Software in the licensed configuration to a replacement computer;
5. Distribute Software and any associated Authorization Codes required for use of a Deployment License to third parties; and
6. Governmental or not-for-profit organizations that operate a website or offer Internet services may use server Software for revenue-generating purposes on a cost-recovery basis and not for profit. b. Customer may customize Software using any macro or scripting language, APIs, or source or object code libraries but only to the extent that such customization is described in the Documentation. c. Customer may use all fonts provided with Software for any authorized use of the Software. Customer may also use Esri fonts separately to print any output created by the Software. Any use restrictions for third-party fonts included with the Software are set forth in the font file itself. d. Esri publishes Product-Specific Terms of Use at https://www.esri.com/legal/scope-of-use.
2.4 Online Services Terms of Use.
a. Online Services Descriptions. Esri publishes Product-Specific Terms of Use at https://www.esri.com/legal/scope-of-use. Use of Online Services is also subject to the Cloud Services terms found in Attachment B.
b. Modifications of Online Services. Esri may change Online Services and associated APIs at any time, subject to 30 days’ notice of material changes and 90 days’ notice for deprecations. If any modification, discontinuation, or deprecation of Online Services causes a material, adverse impact to Customer’s operations, Esri may, at its discretion, attempt to repair, correct, or provide a workaround for Online Services.
If a viable solution is not commercially reasonable, Customer may cancel its subscription to Online Services, and when applicable, Esri will issue a prorated refund. c. Sharing Customer Content. Sharing Customer Content using Sharing Tools enables third parties to use, store, cache, copy, reproduce, (re)distribute, and (re)transmit Customer Content through Online Services. Esri is not responsible for any loss, deletion, modification, or disclosure of Customer Content resulting from use or misuse of Sharing Tools. Customer’s use of Sharing Tools is at Customer’s sole risk.
2.5 Named User Licenses. Except as expressly set forth in this Agreement, the following terms apply to Software and Online Services for which Customer acquires Named User Licenses. a. Named Users.
1. Named User login credentials are for designated users only and may not be shared with other individuals.
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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 ValueAdded 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 reserving 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-fororganizations/.
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 failsafe 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 ThirdParty 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.
E204-Legal
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
E204-Legal
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]
E204-Legal
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:
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
1 The ArcGIS Workflow Manager extension for ArcGIS Pro requires the ArcGIS Workflow Manager organizational license for ArcGIS Online or ArcGIS Enterprise. 2 ArcGIS 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. 3 ArcGIS Knowledge Studio is available upon purchasing the ArcGIS Knowledge license, which includes ArcGIS Knowledge Server. Knowledge Studio is available for ArcGIS Enterprise customers only. 4 ArcGIS for Microsoft 365 includes ArcGIS for Excel, ArcGIS for Power BI, ArcGIS for SharePoint, ArcGIS for Teams, and ArcGIS Connectors for Power Automate. 5 ArcGIS 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. 6 The 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. 7 ArcGIS 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.
City Council AGENDA ITEM NO. L5.
DATE: June 2, 2026
TO: Honorable Mayor and City Council Members
SUBJECT: Consideration of the procurement of three Solid Waste collection vehicles from Rush Truck Centers, in the amount of $1,443,559.68 (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 purchase of three Solid Waste collection vehicles from Rush Truck Centers in the amount of $1,443,559.68.
RECOMMENDATION:
Staff recommends that the City Council approve the purchase and replacement of three Solid Waste Collection vehicles from Rush Truck Centers in an amount of $1,443,559.68.
DISCUSSION:
The City of Redlands operates a Solid Waste Enterprise that provides collection and landfill services, supported by a fleet of 43 vehicles requiring ongoing maintenance and scheduled replacement. The City’s vehicle replacement policy is guided by industry standards established by the American Public Works Association (APWA) and is designed to ensure the most cost-effective, timely, and efficient replacement of fleet assets.
Several vehicles within the existing fleet have exceeded APWA-recommended service life standards and are due for replacement. In addition, ongoing global supply chain challenges affecting parts and labor have impacted heavy-duty original equipment manufacturers (OEMs) across North America. As a result, production of truck chassis has been constrained, leading to extended lead times of approximately 12 to 24 months for specialized vehicle builds. To address current and anticipated operational needs, staff recommends the purchase of three solid waste collection vehicles at this time.
The Solid Waste Division’s adopted Fiscal Year 2025–26 budget includes sufficient funding for this purchase. The proposed procurement is consistent with the City’s purchasing policies and will be conducted through a cooperative purchasing agreement with Sourcewell. This approach allows the City to utilize competitively solicited and awarded contracts, providing access to pricing and terms established through a national cooperative of more than 50,000 government, education, and nonprofit agencies.
Staff recommends that the City Council approve the cooperative purchase from Rush Truck Centers under Sourcewell Contract No. 032824. The proposed vehicle types and costs are as follows:
Side Loader $ 521,381.81
Side Loader $ 521,381.81
Roll Off $ 400,796.06
TOTAL $ 1,443,559.68
Replacing these aging vehicles with newer models not only reduces maintenance costs but also enhances the safety of staff operating the City’s Solid Waste Collection vehicles, which will greatly improve the efficiency and reliability of waste collection services.
ALTERNATIVES:
City Council may elect not to approve the purchase; however, this would adversely affect the Solid Waste Division operations.
STRATEGIC PLAN:
Supports Priority D- Sustainability.
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
James Garland, Interim Management Services/Finance Director Dana Abramovitz-Daniel, Procurement Manager
PREPARED BY:
Marion Cronin, Administrative Analyst
FISCAL IMPACT
Fiscal Year: FY 2025-26
Revenue Generating: No
Amount: $1,443,559.68
Budgeted Y/N: Yes
Account No.: 511910-8704-511005
Additional Appropriation Required: No
Discussion:
Sufficient funding for this purchase is included in the Solid Waste's Division's FY 2025-26 project budget as previously approved by City Council.
Attachments
RUSH_SW_QUOTE_-_Redlands_520_-_ASL_-_4-16-26.pdf
RUSH_SW_QUOTE_-_Redlands_520_-_Rolloff_-_4-20-26.pdf
Sourcewell-Rush_Trucks_Contract_032824.pdf
SW0416260147
Date: April 16, 2026
To: City of Redlands
Address: 1270 W. Park Ave. # l Redlands, CA 92373
Member ID# : 18877
Name: Louie Miranda
Email: [email protected]
Phone: (909) 798-7663
Quote Expire: June 30, 2026
Sourcewell: Contract # 032824-PMC
YEAR: 2025 TRANS.: Allison 4500 RDS-P
MAKE: Peterbilt R. AXLE: 44K
MODEL: 520 F. AXLE: 20K
Body Type: Automated Side Loader PINTLE HITCH: None
GVWR: 64,000 lbs PUSHER AXLE: None
ENGINE: Cummins L9N ( CNG ) Wheels: Aluminum
H/P: 320 hp @ 1000 ft/lbs torque FUEL TANKS: 75 DGE - Roof Mounted Model 520 Cab & Chassis
List Price : ( Per Specifications of DWP) $299,149.00
Model Sourcewell Discount: ( See Pg. 2 ) 28.00% -$83,761.72 Customer Price $215,387.28
Stock '24 Dealer Discount -$9,099.00
Sourced Goods
Body: Newway ASL $204,484.00
Floor plan production per diem $15,675.83
Chassis Engineering Frame Layout $1,500.00
Required: Prognostic Connection $100.00
Required: SmartLinQ 5yr $799.00
Fuel System: 75 DGE $36,001.22
Post Body Install Inspection $1,800.00
Delivery Wash $150.00
Transport: Yuma - Ray Gaskin $3,500.00
Taxable Fees ( Document Fee, Admin Fee ) $330.00
Total $264,340.05
Model 520 Cab & Chassis $215,387.28
Stock '24 Dealer Discount -$9,099.00
Sourced goods $264,340.05
Total $470,628.33
Sales Tax (8.75%) $41,179.98
Admin Process - ( License/Title/Reg Exempt/Doc Prep/Filing ) - Non-Taxable $37.00 Warranties: Cummins, Allison, Eaton Rear Axl 5 yrs / Prv Mnt & Tow 3yrs $9,519.00 Tire Recycling Fee - Non-Taxable $17.50
Total Price $521,381.81
* 12% Ferderal ExciseTaxes Apply to State/Local Govt who are NOT Exempt * Contact: Ray Gamez Phone: (949) 355-4382
Cummins CNG Engine with Allison Transmission
2025 Peterbilt 520
DESCRIPTION
Sourcewell Quote Sheet
8830 E. Slauson Ave. Pico Rivera, CA 90660
Email: [email protected]
Rush Truck Centers
Rush Truck Centers of California, Inc. dba Rush Truck Center, Los Angeles Page 1 of 39 DB # 26-07 Page 1 of 2
DEALER BULLETIN
SUBJECT: Sourcewell Customer Pricing CY2026-2028 DB # 26-07 DATE: 3-9-26
Peterbilt is excited to announce the Sourcewell Customer Pricing program for 2026-2028. Sourcewell holds national contracts that offer an easy, time-saving procurement process for all levels of government and education. The discount by model represents the “% Off List” price the customer will pay when ordering units on the Sourcewell program.
*(Model 220 – while supplies last!!!)
Dealer Guidelines:
• Spec cab and chassis to customer requirements using current Price Level. • In SmartSpec’s Special Codes, select Option Code 9409843 PETERBILT SOURCEWELL PROGRAM to identify the order as a Sourcewell sale.
• Sourcewell discount price to the customer comes off Total LIST PRICE of cab and chassis only • All orders must be submitted at current price level and Marketing Program at the time of order, NO CARS allowed.
• Included in the Customer Sourcewell price: cab & chassis, factory-freight, Pre-Delivery-Inspection (PDI), marketing fee, SmartLINQ and dealer profit.
Sourcewell Customer Pricing CY-2026-2028
Peterbilt Motors Company Contract #032824-PMC
Model Avg List Price "CY2026-2028
Sourcewell Discount"
Estimated Sourcewell
Customer Price
220* $ 119,935 5% $ 113,938
535 $ 122,843 15% $ 104,417
536 $ 146,150 15% $ 124,228
537 $ 155,048 15% $ 131,791
548 $ 191,209 17% $ 158,703
567 $ 311,611 34% $ 205,663
579 $ 294,766 30% $ 206,336
589 $ 323,492 30% $ 226,444
520 $ 313,513 28% $ 225,729
Rush Truck Centers of California, Inc. dba Rush Truck Center, Los Angeles Rush Truck Centers of California, Inc. dba Rush Truck Center, Los Angeles Page 2 of 45 Page 2 of 39 DB # 26-07 Page 2 of 2
• Sourcewell customers may be responsible for certain additional costs when applicable including flooring/interest, required taxes (FET or tariffs), surcharges from emissions regulations or supplier increases, etc.
• Sourced Goods Referenced on the Quote Sheet include: any options/services provided by the dealer outside of PDI (i.e. body, lights, manuals, training, Doc Fees, local delivery, DEF fluid, decals, extended warranties, vehicle layout, etc.)
• Dealer quote to the customer must list the final chassis price separately from other costs, including body price and installation if applicable (see the quote/invoice template on PACCAR.net). • Bodies can be marked up to 10%, with a maximum cap of $7,000. • Customer Sourcewell Pricing must not exceed (X% off List Price). • Dealer may provide additional discount to the Sourcewell Customer from Dealer profit. • Dealers must submit a complete sales report to [email protected] when prompted. • Latest Sourcewell discount % available on PACCAR.net or Sourcewell Website:
https://www.sourcewell-mn.gov/cooperative-purchasing/032824-PMC • Customer Quote Sheet available on PACCAR.net.
• Sales Report Template available on PACCAR.net.
• Sourcewell Training available on PACCAR.net.
Other Requirements:
• Canadian Peterbilt Dealers have the option for orders to invoice in Canadian dollar or U.S. dollar. • If a chassis is invoiced in U.S. dollars, Canadian Peterbilt Dealers can lock in the exchange rate and invoice in Canadian dollars before the build date (usually two weeks prior). Note: Once a locked rate is submitted, it cannot be changed.
• This program may NOT be combined with other customer rebate or promotional programs. Dealers can provide an additional discount from the dealer profit. • Dealer Stock units are handled case-by-case, please reach out to your DSM.
Contact your Regional Sales Office with any questions.
Erik Johnson
Assistant General Manager – Sales & Marketing
Rush Truck Centers of California, Inc. dba Rush Truck Center, Los Angeles Rush Truck Centers of California, Inc. dba Rush Truck Center, Los Angeles Page 3 of 45 Page 3 of 39
FEDERAL EXCISE TAX
Exemption Certificate
for Use by States & Local Governments
Treas. Reg. 48.4221-5
I hereby certify that I am (title of officer) of the
(state or local government) (“Purchaser”), that I am authorized to execute this certificate on behalf of Purchaser, and that:
(check applicable type of certificate)
A. the article/articles specified in the accompanying order or below:
Article/Articles (by VIN):
(if more room is needed, attach list of additional articles to this certificate) OR
B. X all orders placed by Purchaser for the period commencing January 1, 2026 (date) and ending December 31, 2026 (date) (period not to exceed 12 calendar quarters) are, or will be, purchased from Rush Truck Centers of California, Inc. (“Dealer”) for the exclusive use of Purchaser.
Purchaser understands that this statement is made under penalties of perjury.
Purchaser understands that the exemption from tax in the case of sales of articles under this exemption certificate to a State, etc., is limited to the sale of articles purchased for its exclusive use. Purchaser understands that the fraudulent use of this certificate for the purpose of securing this exemption will subject Purchaser and all parties making such fraudulent use of this certificate to a fine of not more than $10,000, or to imprisonment for not more than 5 years, or both, together with costs of prosecution.
PURCHASER
By:
Name:
Title:
RUSH FET FORM 1 – STATE/LOCAL GOVT EXEMPTION
Rush Truck Centers of California, Inc. dba Rush Truck Center, Los Angeles Rush Truck Centers of California, Inc. dba Rush Truck Center, Los Angeles Page 4 of 45 Page 4 of 39 Notice Regarding Security Interest and Payment of Purchase Price
1. BMO Harris Bank N.A. (“Bank”) financed or will finance the acquisition of each vehicle that Rush Enterprises, Inc. and its subsidiaries (“Rush”) will in turn sell to you on deferred payment terms (“Vehicle”). Bank’s agreement with Rush requires that Bank’s security interest in each Vehicle continue until Bank receives the full amount that Bank financed for such Vehicle. Based on that agreement, your purchase of a Vehicle will be subject to Bank’s prior, unrelinquished security interest, which will continue until Bank receives the total amount that Bank financed for such Vehicle.
2. By written notice to you, Bank may require you to pay the purchase price for Vehicles directly to Bank. If you pay any portion of the purchase price for a Vehicle directly to Bank, Rush will credit such payment(s) against the amount you owe to Rush.
3. Notwithstanding the foregoing, on full payment for a Vehicle, Rush shall ensure that the Vehicle is free and clear of any liens, mortgages, security interests or other encumbrances of third parties, including BMO, and shall pay all amounts necessary to discharge any such encumbrance.
Rush Truck Centers of California, Inc. dba Rush Truck Center, Los Angeles Rush Truck Centers of California, Inc. dba Rush Truck Center, Los Angeles Page 5 of 45 Page 5 of 39 Rush Truck Centers of California, Inc.
dba Rush Truck Center, Los Angeles
Principals
The Principals of Rush Truck Centers of California, Inc. dba Rush Truck Center, Los Angeles are:
Name Title Address
W.M. “Rusty” Rush Sole Director, President and CEO 555 IH35 South New Braunfels, TX 78130
Michael Goldstone VP and Treasurer “
Steven L. Keller Assistant Secretary “
Michael S. Lyons Assistant Secretary “
Hal Meriwether Secretary, Regional General
Manager
14490 Slover Ave.
Fontana, CA 92337
Daniel Perez General Manager 8830 East Slauson Ave.
Pico Rivera, CA 90660
Rush Truck Centers of California, Inc. dba Rush Truck Center, Los Angeles Rush Truck Centers of California, Inc. dba Rush Truck Center, Los Angeles Page 6 of 45 Page 6 of 39 Price Level: January 1, 2026 100% Complete Date: April 15, 2026 Deal: 2025 ASL 3AX CNG Quote Number: QUO-1253511-W5Z7W6 Printed On: 4/14/2026 9:20:34 PM
Unit Chassis
Model: Model 520 Fr Axle Load (lbs): 20000
Type: Full Truck Rr Axle Load (lbs): 44000
Description 1: 2025 ASL 3AX CNG G.V.W.R. (lbs): 64000
Description 2: Clone of Chassis 697330 Model 520 G.C.W. (lbs): 64000 Application Road Conditions:
Intended Serv.: Refuse/Landfill Class A (Highway) 90
Commodity: Refuse, Scrap, Recycling Class B (Hwy/Mtn) 10 Class C (Off-Hwy) 0
Body Class D (Off-Road) 0
Type: Automated Side Loader / PushOut Maximum Grade: 6 Length (ft): 21 Wheelbase (in): 210
Height (ft): 13.5 Overhang (in): 60
Max Laden Weight
(lbs):
17000 Fr Axle to BOC (in): 0.1
Cab to Axle (in): 209.9
Trailer Cab to EOF (in): 269.9
No. of Trailer Axles: 0 Overall Comb. Length (in): 327.3 Type:
Length (ft): 0 Special Req.
Height (ft): 0
Kingpin Inset (in): 0
Corner Radius (in): 0
Restrictions
Length (ft): 40
Width (in): 102
Height (ft): 13.5
Rush Pblt Truck Centers (S991)
14490 Slover Avenue
Fontana, California 92337
City Of Redlands
1270 W Park Avenue
Redlands, California 92373
United States of America
Ray Gamez
Cell Phone: 949-355-4382
Office Phone:
Email: [email protected]
LOUIE MIRANDA
Vehicle Summary
Approved by: Date:
Note: All sales are F.O.B. designated plant of manufacture.
Rush Truck Centers of California, Inc. dba Rush Truck Center, Los Angeles Page 7 of 39 Price Level: January 1, 2026 100% Complete Date: April 15, 2026 Deal: 2025 ASL 3AX CNG Quote Number: QUO-1253511-W5Z7W6 Printed On: 4/14/2026 9:20:34 PM
Sales
Code
Std/
Opt Description $ List Weight
Base Model
0005201 S Model 520
refuse industry. The rugged, aluminum cab delivers best-in-class durability for increased uptime and lap seam construction on a zinccoated steel sub-frame for corrosion resistance. Bulkhead-style doors provide years of watertight performance. This low-cab forward vehicle adds a new dimension of productivity and versatility. An industryleading, 65-degree cab tilt enhances maintenance and serviceability.
Body installation is cost effective and efficient and the center console provides convenient access to body control integration points. 232,861 16,475
0091180 S Refuse, Scrap, Recycling 0 0
0093040 O Refuse/Landfill
Truck which picks up refuse or recycled material from curbside containers in residential areas. Operation typically includes very frequent stops and starts. Unloading can be at transfer station or at landfill (may enter landfill).
0 0
0095220 O Automated Side Loader / Push-Out 0 0
0098010 O California Registry
California RegistryRequired for all vehicles that will be registered in the State of California.
0 0
Configuration
0200670 O Agility Natural Gas Fuel System
Assembler - Fontana, CA
0 0
Frame & Equipment
0514160 O 10-3/4" Steel Rails 306-342"
10.75x3.5x.375 Dimension, 2,136,000 RBM; Yield Strength: 120,000 psi. Section Modulus: 17.8 cubic inches. Weight: 1.74 lbs/inch pair 430 160
0644090 S EOF Square without Crossmember
End-of-frame square without crossmember. For use with body builder installed crossmember.
0 0
0651090 S Omit Rear Mudflaps and Hangers 0 0
Front Axle & Equipment
1011360 O Dana Spicer D2000F 20,000 lb, 3.5 in. Drop
Factory front axle alignment to improve handling & reduce tire wear.
Zerk fittings on tie rod ends, king pins, & draglink ball joints for ease of maintenance & help extend service life of components. Cognis EMGARD® FE 75W-90 synthetic axle lube provides over 1% fuel economy improvement. Reduces wear & extends maintenance intervals, resulting in increased uptime. Provides improved fluid flow to protect components in extreme cold conditions & withstand the stress from high temperatures, extending component life.
491 -26
1114030 S Taper Leaf Springs, Shocks 20,000 lb 0 0
Rush Truck Centers of California, Inc. dba Rush Truck Center, Los Angeles Page 8 of 39 Price Level: January 1, 2026 100% Complete Date: April 15, 2026 Deal: 2025 ASL 3AX CNG Quote Number: QUO-1253511-W5Z7W6 Printed On: 4/14/2026 9:20:34 PM
Sales
Code
Std/
Opt Description $ List Weight
Standard with Heavy Resistance Shocks.
1243010 S Power Steering Sheppard M100 Dual Gear
For use with 16,000 to 20,000 lb. axle ratings. Glidekote splines on steering shaft extend service life of components.
0 0
1354840 O PHP10 Iron PreSet PLUS Hubs
PHP10 iron PreSet PLUS hubs have a fully integrated spindle nut design, an optimized wheel spacer, magnetic fill plug on drive and trailer hubs for inspection of metal particles in lubricant, with a long life oil seal and bearings are pre-adjusted. Use with Front Axle. 214 84
1380230 O Dana Spicer 5" Drop IPO 3.5", Front Axle
5" drop (127 MM) provides lower chassis suspension and profile.
Offers maximum maneuverability and the light weight solution.
Available for a variety of brakes.
0 0
1380240 O Dana Spicer Wide Track IPO Standard
Dana Spicer wide track front axles offer added stability and deliver greater turn angles. 71in KPI IPO 69in for E1202, E1322, E1462, D2000F front axles.
65 15
1380280 O Bendix Air Cam Front Drum Brakes 16.5x7
For use with 16,000 lbs to 23,000 lbs steer axles or front drive axles.
Includes automatic slack adjusters & outboard mounted brake drums. 1,379 0
1391410 O Gusseted Cam Brackets, Steer Axle 28 0
1392970 O Heavy Duty Cam Bushings, Steer Axle 46 0
Rear Axle & Equipment
1523330 O Dana Spicer DSH44 44,000 lb, High Performance 44 Interaxle diff lock air rocker occupies space of one gauge. 12.5 mm housing, 15.75 ring gear. Laser factory axle alignment to improve handling & reduce tire wear. Magnetic rear axle oil drain plug captures & holds any metal fragments in drive axle lube to extend service life.
Parking brakes on all drive axles for optimal performance. Cognis EMGARD® FE 75W-90 synthetic axle lube provides over 1% fuel economy improvement. Reduces wear & extends maintenance intervals, resulting in increased uptime. Provides improved fluid flow to protect components in extreme cold conditions & withstand the stress from high temperatures, extending component life.
-390 -311
1616290 O PHP10 Aluminum PreSet PLUS Hubs -448 0
1680280 O Bendix Smart ATC Traction Control 279 2
1680440 O Refuse Service Brakes, Steer And Drive Axles
Designed for heavy-duty applications for refuse industry, providing long brake life, safety and performance.
0 0
1680450 O Rear Brake Camshaft Reinforcement
Rear brake camshaft reinforcement helps guard against wear and corrosion.
77 9
1680490 O Gusseted Cam Brackets, Drive Axle(s) 71 2
1680500 S SBM Valve 0 0
Rush Truck Centers of California, Inc. dba Rush Truck Center, Los Angeles Page 9 of 39 Price Level: January 1, 2026 100% Complete Date: April 15, 2026 Deal: 2025 ASL 3AX CNG Quote Number: QUO-1253511-W5Z7W6 Printed On: 4/14/2026 9:20:34 PM