HomeMy WebLinkAboutAgenda Report - March 3, 2021 C-10AGENDA ITEM C1010
CITY OF LODI
A
COUNCIL COMMUNICATION
AGENDA TITLE: Adopt Resolution Authorizing City Manager to Execute Annual Extension of
Enterprise Advantage Program (EEAP) Agreement with Environmental Systems
Research Institute, Inc. (ESRI), of Redlands for Geographic Information System
(GIS) Integration Services ($95,400); and Authorizing Electric Utility Director to
Purchase Additional Support Service Credits ($60,000) if needed, to Continue
Advancing Lodi Electric Utility's GIS Adoption and Integration Efforts
MEETING DATE: March 3, 2021
PREPARED BY: Electric Utility Director
RECOMMENDED ACTION: Adopt resolution authorizing the City Manager to execute an annual
extension of the Enterprise Advantage Program (EEAP) Agreement
with Environmental Systems Research Institute, Inc. (ESRI), of
Redlands for Geographic Information System (GIS) Integration
Services in an amount not -to -exceed $95,400; and authorizing the
Electric Utility Director to purchase additional support service credits
in an amount not -to -exceed $60,000, if needed, to continue
advancing Lodi Electric Utility's (LEU) GIS adoption and integration
efforts.
BACKGROUND INFORMATION: LEU is continuing to modernize various workflows and to organize
more records and data electronically; seeking better efficiencies,
tracking, reporting, analysis and decision making capabilities.
Central to these efforts is the need for a modern and robust GIS, having strong integration with numerous
other toolsets. The City currently licenses ESRI's GIS software, with various departments at different
points in their system build -outs. LEU is currently undergoing efforts toward launching its GIS
implementation; however extension of outside services are needed to provide the technical skillset and
resources to guide and accelerate LEU's efforts.
The proposed EEAP extension with ESRI provides for various additional technical services, including
consulting, training and support. The deliverables will include continuous efforts to utilize existing
databases and maps to build out the electrical system, create and improve upon data structures and
feature classes, as well as begin third -party software integration within the ESRI platform including but
not limited to Tyler Munis, Milsoft, and more. While the implementation of ESRI GIS has started, the
EEAP requires annual extensions based on necessary work performed and still needed, until such
services are no longer required.
The terms and conditions currently in place under the City's existing Small Enterprise Agreement with
ESRI, dated January 1, 2020, approved by Resolution 2019-245, would govern this EEAP extension.
LEU is currently utilizing ESRI services under the EEAP, yielding ESRI familiarity with LEU's efforts to
date. LEU believes that ESRI has the best combination of expertise and qualifications to continue
providing these needed technical consulting services.
1
Stephen 9chwabCi�llanager
Adopt Resolution Authorizing City Manager to Execute Annual Extension of Enterprise Advantage Program (EEAP) Agreement with Environmental Systems Research Institute,
Inc. (ESRI), of Redlands for Geographic Information System (GIS) integration Services ($95,400); and Authorizing Electric Utility Director to Purchase Additional Support
Service Credits ($80,000) if needed, to Continue Advancing Lodi Electric Utility's GIS Adoption and Integration Efforts
March 3, 2021
Page 2
Per Lodi Municipal Code, Section 3.20.075, computer consulting services are exempt from public bidding
and advertising requirements.
FISCAL IMPACT: The proposed annual EEAP extension is $95,400. Additional Support
Service Credits, if needed, are approximately $60,000.
FUNDING AVAILABLE: Funding for the annual EEAP extension is included in the FY 2021/22
Budget Account No. 50061500.72450. Additional Support Service Credits
will be budgeted for, if needed, as part of future operating budgets.
Andrew Keys
Andrew Keys
Deputy City Manager/Internal Services Director
Jeff Berkheimer
Electric Utility Director
PREPARED BY: Jasminder Singh, Sr. Power Engineer
0 THE
esrr• WHERE'
NCE
OF
WHERE"
Environmental Systems Research Institute, Inc.
380 New York St
Redlands, CA 92373-8100
Phone: (909) 793-2853 Fax: (909) 307-3049
DUNS Number: 06-313-4175 CAGE Code: OAMS3
To expedite your order, please attach a copy of
this quotation to your purchase order.
Quote is valid from: 1120/2021 To: 4/2012021
Material Qty Term
97717 1 Yearl
Quotation # Q-432862
Date: January 26, 2021
Customer # 405462 Contract #
City of Lodi
Electric Dept
1331 S Ham Ln
Lodi, CA 95242
ATTENTION: Tim Conn
PHONE: 209-333-6779
EMAIL: tconn@lodi.gov
Unit Price Total
$95,400.00 $95,400.00
Esri Enterprise Advantage Program (EEAP) - Annual subscription designed to provide enterprise -wide visioning and geospatial
enablement through technical advisory, an annual planning meeting, a collaboratively developed technical work plan, and access
to exclusive quarterly technology webcasts. The program also provides access to a combination of consulting, premium support,
and training services. This configuration includes a one -day annual planning session; up to 100 Technical Advisor hours;
Quarterly Technology Webcasts and 100 Learning and Services Credits. The Esri Advantage Program terms and conditions
shall apply. If not attached, or already incorporated into an existing and current Esri master contract, these terms and conditions
can be viewed on the web at https://www.esri.com/en-us/legal/terms/services. All travel specified in this quote is subject to Esri's
business continuity measures regarding COVID-19, including the most current Federal, State, and Local Government restrictions
and Centers for Disease Control and Prevention (CDC) travel advisory recommendations. All proposed project schedules are
tentative and will be adjusted based on the most current COVID-19 information available, and mutual agreement of the parties.
Subtotal: $95,400.00
Sales Tax: $0.00
Estimated Shipping and Handling (2 Day Delivery): $0.00
Contract Price Adjust: $0.00
Total: $95,400.00
Subject to the terms and conditions set forth by the Small Enterprise Agreement County and Municipality Government, Esri Agreement
Number: 00280225.0 Effective January 21, 2020.
Subscription Term: 05/20/2021 - 05/19/2022
Esri may charge a fee to cover expenses related to any customer requirement to use a proprietary vendor management, procurement, or invoice program.
IFor questions contact: Email: Phone:
Sandi McDaniel smcdaniel@esri.com (916) 448-2412 x2058 x2058
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 htiosJlassets•e�sn•corms[�gntentl em�srtsiteslr�7gdj Ll g�1[ploduct-spadfic-terms-of-usele3QO pd -t, and your applicable signed agreement
with Esri. If no such agreement covers any item quoted, then Esri's standard terms and conditions found at httpsjLgo.esri com1M6PS apply to your
purchase of that item. Federal government entities and government prime contractors authorized under FAR 51.1 may purchase under the terms of
Esri's GSA Federal Supply Schedule. Supplemental terms and conditions found at bUp3jJ.v yy+;asri.camh=n-uslt�galRermsl a supnlemenlal apply
to some state and local government purchases. All terms of this quotation will be incorporated into and become part of any additional agreement
regarding Esri's offerings. Acceptance of this quotation is limited to the terms of this quotation. Esri objects to and expressly rejects any different
or additional terms contained in any purchase order, offer, or confirmation sent to or to be sent by buyer. Unless prohibited by law, the quotation
information is confidential and may not be copied or released other than for the express purpose of system selection and purchase/license. The
information may not be given to outside parties or used for any other purpose without consent from Esri. Delivery is FOB Origin.
MCDANIELS This offer is limited to the terms and conditions incorporated and attached herein.
W
esri-I eII:-
Environmental Systems Research Institute, Inc.
380 New York St
Redlands, CA 92373-8100
Phone: (909) 793.2853 Fax: (909) 307-3049
DUNS Number: 08-313-4175 CAGE Code: OAMS3
To expedite your order, please attach a copy of
this quotation to your purchase order.
Quote Is valid ham: 1/2W021 To: 4/Ywwi
Quotation # Q-432862
Date: January 26, 2021
Customer A 405462 Contract 0
City of Lodi
Electric Dept
1331 S Ham Ln
Lodi, CA 95242
ATTENTION: Tim Conn
PHONE: 209-333-6779
EMAIL: tconn(Mladl.gov,
If you hove made ANY elterstlons to the Ibis Items Included In this quota entl haw chosen to sign the quote to Indic—ate your acceptance, you must fax
Earl the signed quote In Iia entirely In order for the quote to be accepted. You will be contacted by your Customer Service Ropreeentative If ■ddltlonal
Information Is required to complete your request.
If your organisstlon la a US Federal, state, or local government agency: on educational locli ty: or a company that will not pay an Invoice without having
issued a formai purchase order, a signed quotation will not be accepted unless It In accompanied by your purchase order.
In ardor to expedite processing, plisse reference the quotation number and anyiall applicable Earl contract number(s) (e.g. MPA, EIA, StnertBuy, OSA,
BPA) on your ordering document,
BY SIGNING BELOWYOU CONFIRM THAT YOU ARE AUTHORIZED TO OBLIGATE FUNDS FOR YOUR ORGANIZATION, AND YOU ARE AUT140RON13
E8RI TO ISO UE AN INVOICE FOR THE ITEMS INCLUDEO IN THE ABOVE QUOTE IN THE AMOUNT OF k _ 95,401) PLUS SALES TAXE8 IF
APPLICABLE, DO NOT USE THIS FORK! Ile YOUR ORGANIZATION WILL NOT HONOR AND PAY ESRI'S INVOICE WITHOUT ADDITIONAL AUTHORIZING
PAPERWORK.
Plea" check one of the following:
X I agree to pay any applicable soles tax.
_ 14M tax exempt, pheso Contact me H exempt Information is not currently on file with Earl.
Stemless of AuthoNzed Representative osta Approved es to Form:
STEPHEN SCHWASAUER
Nome (Please Print) JANICE D. MAGDICH
City Manager — City Attorney j d m
Tans
Trin quotatlun Informxtlon is propdolsry and may rrct ba eoplod or relmosd &nor trent, for the express popm or system selection and purrhaselloense Thle Information may not be given to outside
portion or used for any othr purpose w ihoul coneenl kum Eawlronmon IsI Syslome nomweh in, llhlle, Inc Ir•-wiI
Any estimated sales "Or use tax Wooled on this quoin hes bon catadeled ss of the dole of this quotation and is merely provided as a convertenoe for your of I; m ri ron'e "di eiery purposes. Earl
meeryas Ilio debt to a*At and ro:- oc.1 tnlo, ,Ir•'$:w ,•gin Int ct the ealuol data orinvokmg. If your organlzatkn Is lex exempt or pays state tax directly, Ihen prior to rc.�nnu, you orga dnllon must provide
Ead with a copy of a current tax n.n(nprnn cones, .1. •c uu on Ly your 01916.8 taxing out hod ty for the given 10edktlon
Ead may charge a fo to cover expenses related to any custaner requirement to we e
pmptetary vendor rrenagemenl, Irocuremenl, or Invoke progr9m.
�or questions contact: Email: Phone:
iandl McDaniel smcdaniel@esd.com (9 16) 448-2412 x2058 x2058
The items an this quotation ere subjed to and governed by the terms of this qua tation, the mast current produc19 Pacific scope of use document
found at hlrps.Ilassats.esti.r�mfcantvnUdamtti&+ilesfmsdtpllegallprr�ducksRec [cmlvl••u.5ele3p0•lydf, and your applicable signed agreement
with Esri. if no such agreement covers any item qualed, then Esrl's standard terms and Conditions found at hgps:Ayo.csfi.t;am)MAf'S apply to your
purchase of Ihat item. Federal government anlilias and govemment prime contractors authorized under FAR 51.1 may purchase under the terms of
Esri's GSA Federal Supply Schedule. S upplerne ntal terms and condl[Ions round at Iitlps:lMww.gyri„umlelrr� t¢galllg ia3e xu1]llldJnsitllal eppiy
to some state and local government purchase$. All terms of this quotation w4ll be incorporated rola and bevon part of any additional agreement
regardhU Esti s offerings. Acceptance of this quotation 1s tlmiled to the terns of this quotation Esti Objects to and expressly rejects any different
or additional terms contained In any purchase order, offer, or canfirmaltan sent to or to be seni by buyer. Unlos s prohibited try law, the quotation
Information Is confidenital and may not be copied or relmad other than for the express purpose of system selection and purchaseAlcense. The
Information may net be given to outside parties or used for any other purpose wilhout consent from Eifri. Detiveny is FOB Orialn.
MCDANIELS This offer Is limited to the terms and conditions Incorporated and attached herein.
ATTEST:
JENNIFER CUSMIR
rity RIPrk
THE
SCIENCE
OF
esn
WHRRa"
Environmental Systems Research Institute, Inc.
380 New York St
Redlands, CA 92373-8100
Phone: (909) 793-2853 Fax: (909) 307-3049
DUNS Number. 06-313.4175 CAGE Code: OAMS3
To expedite your order, please attach a copy of
this quotation to your purchase order.
Quote is valid from: 12111/2019 To: SW020
Quotation # Q-403796
Date: April 2, 2020
Customer # 405462 Contract #
City of Lodi
Electric Dept
1331 S Ham Ln
Lodi, CA 95242
ATTENTION: Carl Wohl
PHONE: (209) 333-6800 x2547
EMAIL: cwohl@lodielectric.com
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
Earl 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 Earl 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 O ANiZATION. AND YOU ARE AUTHORIZING
ESRi TO ISSUE AN INVOICE FOR THE ITEMS INCLUDED IN THE ABOVE QUOTE IN THE AMOUNT OF $ FLUS SALES TARES IF
APPLICABLE. DO NOT USE THIS FORM IF YOUR ORGANIZATION WILL NOT HONOR AND PAY ESRI'S INV ICE WITHOUT AODITIONALAUTHORIZING
PAPERWORK
Please check one of the following:
7�Zi agree to pay any applicable saim tax.
_ I am tax exempt, please contact me if exempt information is not currently on file with Esrl.
- - � P P w ved a S F—o i -wt,
-KA5 14
S1gWskAQfAutho4kdRep /sentative Cbfo ,
_ C Vl iNG.'i �GL.t,1,PJi�
Name (Filease Print)
Cl' I'yi hG7GC.� ) << ���-"l��l
Title
C I T y A �DY ►-ie y
The quotation Information is proprietary and may not be copied or released other than for the express purpose of system selection and purdiasellicense 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 estmatid sales and/or use tax reflected on this quote hes been calculated as of the date of this quotation and Is merely provided as a convenience for your organlzaton's budgetary purposes. Esri
reserves the right b adjust and coiled sales and/or use tax at the actual date of Invoicing if your organization is lax exempt or pays state tax directly, than prior to invoicing, your organization must provide
Esd 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: Email: Phone:
Sandi McDaniel smcdaniel@esri.com (916) 448-2412 x2058 x2058
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 ftJWLfLasse3f r I r slmeciiaflegs}[p�¢uct- cafic+t zrt pf•uspJe3llfJ.tadi, and your applicable signed agreement
with Esri. If no such agreement covers any item quoted, then Esri's standard terms and conditions found at hMpv lgag%� mIMAPS apply to your
purchase of that item. Federal government entities and government prime contractors authorized under FAR 51.1 may purchase under the terns of
Esri's GSA Federal Supply Schedule. Supplemental terms and conditions found at afe•suonlentenial apply
to some state and local government purchases. All terns 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 terns 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.
MCDANIELS This offer Is limited to the terms and conditions IncorporatqV1171FAffilched heroin.
PAMELA M. FARRIS
Assistant City Clerk
THE
esri- r WHERNi
or
NaRa'
Environmental Systems Research Institute, Inc.
380 New York St
Redlands, CA 92373-8100
Phone: (909) 793-2853 Fax: (909) 307-3049
DUNS Number: 06-313-4175 CAGE Code: OAMS3
To expedite your order, please attach a copy of
this quotation to your purchase order.
Quote /s valid from: 1211112019 To: 61812020
Material Qty Term
Quotation # 0-403796
Date: April 2, 2020
Customer # 405462 Contract #
City of Lodi
Electric Dept
1331 S Ham Ln
Lodi, CA 95242
ATTENTION: Carl Wohl
PHONE: (209) 333-6800 x2547
EMAIL: cwohl@lodielectric.com
Unit Price Total
97717 1 Year 1 $89,000.00 $89,000.00
Esri Enterprise Advantage Program (EEAP) - Annual subscription designed to provide enterprise -wide visioning and geospatial
enablement through technical advisory, an annual planning meeting, a collaboratively developed technical work plan, and access
to exclusive quarterly technology webeasts. The program also provides access to a combination of consulting, premium support,
and training services. This configuration includes a one -day annual planning session; up to 100 Technical Advisor hours;
Quarterly Technology Webcasts and 100 Learning and Services Credits. The Esri Advantage Program terms and conditions shall
apply. If not attached, or already incorporated into an existing and current Esri master contract, these terms and conditions can
be viewed on the web at https://www.asH,corn/en-us/legal/termstservicas
Subtotal: $89,000.00
Sales Tax: $0.00
Estimated Shipping and Handling (2 Day Delivery): $0.00
Contract Price Adjust: $0.00
Total: $89,000.00
Subject to the terms and conditions set forth by the Small Enterprise Agreement County and Municipality Government, Esri Agreement
Number: 00280225.0 Effective January 21, 2020.
Earl may charge a fee to cover expenses related to any customer requirement to use a proprlelaryvendor management. procurement. or invoice omaram
For questions contact: Email: Phone:
Sandi McDaniel smcdaniel@esri.com (9 16) 448-2412 x2058 x2058
The items on this quotation are subject to and governed by the terms of thls quotation, the most current product apecific scope of use document
found at jlillIas�tS.vsd�s'[rll�untenUdamlri�l�/sn�ytia/14allii4oStltCi .SAeciCrd4�t] F.Qf �kssle3.tlU.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 htlp:l;/lgq,gsri,cArltlMAl15 apply to your
purchase of that item. Federal government entities and government prime contractors authorized under FAR 51.1 may purchase under the terms of
Esri's GSA Federal Supply Schedule. Supplamental terms and conditions found at MRS: 1Mw%L07_' y tn��egslRerrns/si:tty-suppletnettlal apply
to some state and local government purchases. All terms of this quotatian will be Incorporated fnto and become part of any add+tionaI agreement
regarding Esri's offerings. Acceptance of this quotation is Iimiled to the terms of psis quotation. Esd objects to and expressly rejects any different
or additional terms contained in any purchase order, offer, or oonfrrrnation sent to or to be sent by buyer, Untess 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 purchasenicense. The
information may not be given to outside parties or used for any other purpose without consent from Esri. delivery is FOB Origin.
IVIGUANIELS This offer is limited to the terms and conditions Incorporated and attached herein.
168179 1 Year 2 $50.000.00 $50,000.00
Populations of 50,001 to 100,000 Small Govemment Term Enterprise License Agreement
160179 1 Year 3 $60,000.00 $50,000.00
Populations of 60,001 to 100,000 Small Government Term Enterprise License Agreement
Subtotal: $150,000.00
Sales Tax: $0.00
Estimated Shipping and Hendltng (2 Day Delivery): $0.00
Contract Peons Adjust: 10.00
Total: $150,000.00
sad mgr hstahp■ ■ h■ q e:aer h■hpanhha� rai,,ah1 q ehrhy allomher rehsuhsmehnt m uw s aooelhhYhv v�d■r m■rh■■■hhhanL eromw■w. er Imwo. n,,...,.,,.
For questions contact: Emril: Phone:
Sandi McDaniel smadanlsl®ssAxom (916) 448.2412 x2056 x2068
The ilem3 on this quotedlon ora subject to and governed by the !arms of chis gWall on, the most current product specific scope or use document
found at lifts lhlstiaIs. u20.cpnrlgonto nlldan+rosnsituslnsetxaflcip]v xoducl-specific-Iarms-a I.usclv3.00.01. and your applicable signed agreement
with Esti. If no such ggreament covens any iLem quoted, then Earl's standard Forms and condiflone found at hltps NQo.r3ari.corMv+AP$ apply to your
purchase of Thal item. Federal government enlitlee and govewr ont prime contactors authorized under FAR 61.1 may purcheea under the terms of
Eari'e (36A Federal Suppty Schedule. Supplemental terms and conditlons round a1 appy
to Some state end local gavemnwt purchases. Ali term* of Iris quotation wilt be Incorporated beta and become part of any additlonai apreemenl
regarding Earl's offerings. Acceptance of this quotation Is limited to the terms of this quotaVon. Esti obiacts to and expressly rejects any dtfferent
or addHi" lemma Contained In any purchase ordaf, offer, or confirmailon sent to or to he egret toy buyer. Llnlssa prohbled by isw, the quotation
Informatlon is oonfldenlial end may not be copied or released other than for the errprass purpose of system selection and purchsselFlcenae. The
information may not he phan to outside parties or used for any other purpose wlihout conserd from E w. Delivery Is FOO Origin.
mr,:uwrVItL U ThW offer Is Itmltsd to the terms and conditions incorporated and attached herein.
Quotation # 0-400566
O e�ri, g
Date October 28, 2019
Environmental Systems Research Institute, Inc.
Customer* 35!276 Conlracto
360 New York IR
Redlands, CA 923734100
City of Lodi
Phone: (999) 793.2153 Rax: (909) 307-3049
Internal SWces
DUNS Number. 06-313-4175 CAGE Cods: 0AM93
221 W Pine St
I
Lodi, CA 06240,2019 I
To expadff* your ardwr, pfsase stuck a copy of
ATTENTION: Benjamin Bueeher, PMP
WS QuaWon to yourpurahaae order.
PHONE: (209) 333-6546
Quota N VOW bism: 10QNw19 To: 1/2M20
EMAIL: bbuecheroW.gov
1101111111911,1111111 Q4f Tenn
Unit Price Total
166179 1 Year 1
$50,000.00 $50,000.00
Populattors of 60,001 to 100,000 Smell Government Term Enterprise license Agreement
168179 1 Year 2 $50.000.00 $50,000.00
Populations of 50,001 to 100,000 Small Govemment Term Enterprise License Agreement
160179 1 Year 3 $60,000.00 $50,000.00
Populations of 60,001 to 100,000 Small Government Term Enterprise License Agreement
Subtotal: $150,000.00
Sales Tax: $0.00
Estimated Shipping and Hendltng (2 Day Delivery): $0.00
Contract Peons Adjust: 10.00
Total: $150,000.00
sad mgr hstahp■ ■ h■ q e:aer h■hpanhha� rai,,ah1 q ehrhy allomher rehsuhsmehnt m uw s aooelhhYhv v�d■r m■rh■■■hhhanL eromw■w. er Imwo. n,,...,.,,.
For questions contact: Emril: Phone:
Sandi McDaniel smadanlsl®ssAxom (916) 448.2412 x2056 x2068
The ilem3 on this quotedlon ora subject to and governed by the !arms of chis gWall on, the most current product specific scope or use document
found at lifts lhlstiaIs. u20.cpnrlgonto nlldan+rosnsituslnsetxaflcip]v xoducl-specific-Iarms-a I.usclv3.00.01. and your applicable signed agreement
with Esti. If no such ggreament covens any iLem quoted, then Earl's standard Forms and condiflone found at hltps NQo.r3ari.corMv+AP$ apply to your
purchase of Thal item. Federal government enlitlee and govewr ont prime contactors authorized under FAR 61.1 may purcheea under the terms of
Eari'e (36A Federal Suppty Schedule. Supplemental terms and conditlons round a1 appy
to Some state end local gavemnwt purchases. Ali term* of Iris quotation wilt be Incorporated beta and become part of any additlonai apreemenl
regarding Earl's offerings. Acceptance of this quotation Is limited to the terms of this quotaVon. Esti obiacts to and expressly rejects any dtfferent
or addHi" lemma Contained In any purchase ordaf, offer, or confirmailon sent to or to he egret toy buyer. Llnlssa prohbled by isw, the quotation
Informatlon is oonfldenlial end may not be copied or released other than for the errprass purpose of system selection and purchsselFlcenae. The
information may not he phan to outside parties or used for any other purpose wlihout conserd from E w. Delivery Is FOO Origin.
mr,:uwrVItL U ThW offer Is Itmltsd to the terms and conditions incorporated and attached herein.
Errs lis* Only:
Cust. Name
oust. M
PON
Earl Agreement N
SMALL ENTERPRISE AGREEMENT
COUNTY AND MUNICIPALITY GOVERNMENT
(E214-3)
This Agreement Is by and between the organization IdentlAed In the Quotation ("Customer') and EnvlromeMal
Syal wns Reafareh Inatttute, Inc. ("Esrl").
This Agreement sets forth the tames for Customers use of Producte and incorporates by reference (1) the
Quotation and (II) the Master Agreement. Should there be any conflict between the terms end conditions of the
documents that kxxnprise this Agreement, the order of precedence for the documents shall be as follows: (1) the
Quotation, (II) this Agreamont, and (iii) the Master Agreement_ This Agreement shall be govemed by and
construed In acoordance with the favus of the state In which Customer Is located wtthwul reference to conflict of
laws principles, and the United Suites of America federal law shall govern in matters of IntelledWal property. The
modifications and additional rights granted In this Agreement apply only to the Products listed In Table A.
Table A
List of Products
0ricapped Quantities
Dasktop Saitwers and Extensions (Single Use)
ArcGIS Desktop Advanced
ArcGIS Desktop Standard
ArcGIS Desktop Basic
ArcGIS Desktop Extensions: ArcGIS 3D Analyst,
ArcGIS Spatial Analyst, ArcGIS Geostatistical
Analyst, ArcGIS Publisher, AraGIS Network
Analyst, ArcGIS Schematics, ArcGIS Workflow
Manager, ArcGIS Data Reviewer
Enterprise Software and Extensions
ArcGIS Enterprise and Workgroup
(Advanced and Standard)
ArcGIS Enterprise EMenslons: ArcGIS 3D Analyst,
ArcGIS Spatial Analyst, Arr GIS Goostatlstical
Analyst, ArcGIS Network Analyst, ArcGIS
Schematics, ArcGIS Workflow Manager
Enterprise Additlonal Capability Servem
ArcGIS Image Server
Developer Tools
ArcGIS Engine
ArcGIS Engine Extensions: ArcGIS 3A Analyst,
ArcGIS Spatial Analyst, ArcGIS Engine Geodatabase
Update, ArcGIS Network Analyst, ArcGIS Schematics
ArcGIS Runtime (Staridard)
AroGIS Runtime Analysis Extension
Llm[_ 2 antitles
One (1) Professlonal subscription to ArcGIS
Developer'
Two (2) Earl CltyEngine Single Use Licenses
250 ArcGIS Online Viewers
250 AroGIS Online Creators
37,500 AroGIS Online Service Credits
250 ArcGIS Enterprise Creators
5 Insights In ArcGIS Enterprise
6 Insights In ArcGIS Online
OTHER WNEFRS
Number of Esd User Conference registrations provided annually 4
Number of Tler 1 Help Denk Individuals authorized to call Earl 4
Maximum number of sets of backup mpola, If requested"" _ 2
islf-Psced e-Leaml�n _ _ Uncapped
Five percent (5%) discount on all Individual commerclly available instruotor4sd training classes at End
Facilities purchased outelde this Nreement (Dlscount does not apply to Small Enterprise Training R e
Malntenance Is not provided for these Items
"Additional sets of backup media may be purchased ler a fee
Pogo de
October 10, 20119
Customer may accept this Agreement by signing and returning the whole Agrearneel with (1) the Quotation
attached, (Il) a purchase order. or (ill) another document that matches the Quotation and references this
Agreement ("Ordering Document"). ADDITIONAL OR CONFLICTING TERMS IN CUSTOM EWS 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 Esrfs receipt of an Ordering Document, unless otherwise
agreed to by the parries ("Effective Dais").
Term of Agrwrment: Three (3) Veare
This Agreement supersedes any previous agmements, proposals, pmeentatlons, understanding@, and
arrangements between the parties relating to the llcensUp of the Products. Except as provided In Article 4—
Product Updatae, no modlflcaVons can he made to this Agreement.
Accepted and Agreed:
:+ o i�
(Custorlmd
r' -
SY
Au ed Signatu_ ./
Printed Name: I L'Le►r
Title: QA" M.0.'.'rr
Date: �21 D2c7
A
Pas b Fofrs:
MAGDiCli
y _
ATr=.-
-1i=.&2 I S�a C'D
PAMELA M. FAME
Assistant City Clerk
,CUSTOMER CONTACT INFORMATION 1 x
Contact: _,_ _r-c.I cir Telephone:2M: 7J I L�ac]W X 5as
CRY. State, Postel Code: i
Country: [Y�?
Quotation Number (d applicable): —gpo 5$
Fax:
E-mail:��,��rL�f��'V
Papa 2 of 9
Clabber 106 2019
1.0—ADDITIONAL DEFINITIONS
In addition to the definitions provided In the Master
Agreement, the following definitions apply to this
Agreement;
"Caw" 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 "Deptayment" mean to
redistribute and Install the Products and related
Authorization Codes within Customer's
organization(&).
"Fss" means tiro be set forth In the Quotation.
"Maintenance" means Tier 2 Support, Product
updates, and Product patches provided to Customer
during the Term of Agreement.
"Master Agreament" meanethe applicable master
agreement for Ead Products incorporated by this
reference that Is (1) found at
Liitp,2�.lf lega!!te"q rull MaSj r-
agrom@gs and evollable in the Installation process
requiring acceptar" by electronic acknowledgment
or (0) a signed Eed 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
Earl provides in writing.
"Quotation" means the offer letter and quotation
provided separately to Customer.
"Tschrdcsl Support" means the technical
assistance for attempting resolution of a reported
Case through error correction, patches, hot Axes,
workarounds, replacement deliveries, or any other
type of Product corrections or modifications.
"Tier 7 Help Doak" means Customer's point of
contect(s) to provide all Tler 1 Support within
Custor was organization(s).
'Tler I Support' means the Technical Support
provided by the Tier 1 Help Desk.
"Tier 2 Support" means the Earl Technical Support
provided to the Tier 1 Help Doak when a Case
cannot be resolved through Tier 1 Support.
2.0—ADDITIONAL GRANT OF LICENSE
2.1 Grant of Llosnse. Subjed to the terms and
conditions of this Agreement, Eed grants to
Customers personal, nonexclusive,
nontranebrable Oconee solely to use, copy, and
Deploy quantities of the Products listed In
Table A- 4Jst of Products for the Term of
Agreement p) for the applicable Fee and (11) In
accordance with the Master Agreement.
2.2 Consultant Accesa. Earl 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 oonsultents 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
consultands or contractors not exclusively for
Customer's baneffi Is prohibited. Customer may
not permit Its consultants or contractors to Install
So twore or Oeta on consultant, contractor, or
third -party computers or remove Software or
Date from Customer locations, exoept for the
purpose of hosting the Software or Data on
Contractor servers fbr the benefit of Customer.
3.0—TERM, TERMINATION, AND EXPIRATION
3.1 Term. This Agreement and all licenses
hereunder will commence on the ENective Date
and continue ror the duration Identified In the
Term of Agreement, unless this Agreement is
terminated earlier se provided herein. Customer
Is only authorized to use Products during the
Term of Agreement. For an Agreement with a
limited term, Earl does not great Customer an
Indefinite or a perpetual license to Products.
3.2 No Use upon Agreement Explrotlon or
Tornlnatlon. All Product Ilcena as, all
Maintenance, and Esd User Conference
registrations terminate upon expiration or
termination of this Agreement.
3.3 Termination for a Material I3rsach. 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 materiel 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
Page 3 of 6 October 10, 2019
Customer Is unable to secure funding through
the legislative or governing body's approval
process.
3.5 Follow-on Tom. If the parties enter into
another agreement substantially similar to this
Agreement for an additional tern, the effective
date of the follow-on agreement will be the day
atter the expiration data of this Agreement.
4.0—PRODUCT UPDATES
4.1 Future Updates. Earl 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 delated Items may not be
avallable. As now Products are Incorporated Into
the standard program, they Wil be offered to
Customer via written notice for incorporation Into
the Products schedule at no additional charge.
Customers 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 Lille Cycla. 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 Individuel Product Ufa Cycle Support
Status end Product Llle Cycle Support Policy,
which car be found at
h IIR s:llBm.IDD D rt. es ill, coMer�lol har-
resourcag/pr uct•lifg-cvr�le. updates roil
Products In time mature and retired phases may
not be avallable. Customer may continue to use
Products already Deployed, but Customer will
not be abs to Depfoy retired Products.
5.0—MAINTENANCE
The Fee Includes standard maintenance benefits
during time Tenn of Agreement as specified In the
most current applicable Earl Maintenance and
Support Program document (found at
yti+w.esrl,camlen-
us[lagalllmalntenencej. At Eeri's aole
discretion, Earl may make patches, hot fixes, or
updates evellable for download. No Software other
then 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
Customers authorized users.
2. The Tier 1 Help Desk will be lolly trained in
the Products.
3. At a minimum, Tier 1 Support will Include
those activities that weld the user In
resolving how-to and oparetlonsl 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 peek will obtain a full
description of each reported Case and the
system configuration 11rom the user. This
may Include obtaining any customizations,
code samples, or data Involved In the Case.
S. 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 minknize repeat calls and make
solutions to problems available to
Customers 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
Earl.
b. Tier 2 Support
Page 4 of 0
1. Tier 2 Support will log the calls received
from Tler 1 Help Desk.
2. Tier 2 Support will review all Information
collected by and reodVed 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 prelknlnary Information
gathering or troubleshooting perfbmned by
Tier 1 Help Desk.
4. Tier 2 Support will attempt to resolve the
Case submitted by Tier 1 Help Desk.
October 10, 2010
S. When the Case is resolved, Tier 2 Support
will communicate the Infonnatlon to Tier 1
Help Deek, and Tier 1 Help Desk will
disseminate In resdudw to the user(s).
6.0—ENDORSEMENT AND PUBLICITY
This Agreement will not be construed or interpreted
as an exclusive dealings agreement or Customers
endomement of Products. Ether party may publicize
the existence of this Agreement.
7.0 --ADMINISTRATIVE REQUIREMENTS
7.1 OEM Llaenses. Under Earl's OEM or Solution
OEM programs, OEM partnere are authorized to
embed or bundle portions of Eed products and
services with their application or service. OEM
partners' bushels model, licensing terns and
conditions, and pricing are Independent of this
Agreement. Customer will not seek any discount
from the OEM partner or Earl based an the
avallabllty of Products under this Agreement.
Customer will not decouple Earl products or
services from the OEM partners' application or
service.
7.2 Annual Report of Deployments. At each
annlvomary date and ninety (90) calendar days
pdor to the expirsdon of this Agreement.
Customer will provide Earl with a written report
detailing at Deployments. Upon request,
Customer will provide records suttclent to verify
the accuracy of the annual report.
8.0—ORDERING, ADMINISTRATIVE
PROCEDURES, DELIVERY, AND
DEPLOYMENT
8.1 Orders, Delivery, and Deployment
Upon the Efective Date, Eerl will Invoice
Customer and provide Authorization Codes to
acttvete the nondestnrdive copy protection
program that enables Customer to download,
operate, or allow access to the Products. If this
Is a multi-year Agreement. Esd may Invoice the
Fee before the annual anniversary date for each
year.
If requested, Ead will ship backup media to the
ship -to address Identified on the Ordering
Document, FOS Destination, with shl,pping
chargee prepaid. fustomer acknowledges that
should sales or use taxes become due ss a
result of any shipments of tangible media, Earl
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. Earl dose not require
Customer to Issue a purchase order. Customer
may submt a purchase order In accordance with
is own pmoses requirements, provided that If
CUetomer issues a purchase order, Customer
will submit Me Initial purchase order on the
Effective Date. if this Is a mull -year Agreement,
Customer will submit subsequent purchase
orders to Earl at Mast thirty (30) calendar days
before the annual anniversary date for each
year.
a. All orders pertaining to thin Agreement will be
processed through Customers centralized point
of contact.
b. The following Information will be Included In
each Ordering Document:
(1) Customer name; Earl customer number. If
known; and blll-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 Earl In writing In the event of (1) a
consolidation, merger, or reorganization of Customer
with or Into another corporation or entity;
(If) Customers acquisition of another entity; or (III) a
transfer or sale of all or part of Customer's
organization (subsections I, 11, and III, collectively
referred to as "Ownershlp 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, Esd reserves the right
to Increase the Fee or terminate this Agreement
and the parties will negotiate a new agreement.
Is. Undisputed Invoices will be due and payable g,2 If an Ownership Change results In transferor
within thirty (30) calendar days from the dole of
Invoice. Earl's federal ID number Is 95-2775-732. sale of a portion of Customer's organization, that
portion of Customses organization will transfer
Page a of a Oomber 10. 2010
the Products to Customer or uninetal, remove,
and destroy al copies of the Produde.
8.9 This Agreement may not be assigned to a
sucoessor entity as a resuR of an Ownership
Change unless approved by Esd In writing in
advance. If the assignment to the new entity Is
not approved, Custaner wll require any
successor entity to unhstall, remove, and
destroy the Products. This Agreement will
terminate upon such Ownership Change.
Pape a or a OdobW 10. 2010
Product -Specific Terms of Use
The following list identifies additional terms of use that apply to specific Products. Each Product listing identifies
one or more footnotes that apply to that Product. These footnotes supplement the terms of this Agreement. The
detlnitions for each footnote follow the list, Unless otherwise noted in the applicable Ordering Document,
extensions to a Product follow the same scope of use as that granted for the corresponding Product.
Desktop Products
• ArcGIS Desktop (Advanced, Standard, or Basic) (26)
• ArcGIS Earth (20; 65)
• ArcGIS Explorer Desktop (20)
• ArcGIS for AutoCAD (20)
• AmPad (13)
• ArcReader (20)
• ArcGIS for Personal Use (3, 26)
Server Products
• ArcGIS Enterprise
Standard or Advanced (17; 21; 23; 31; 87)
Workgroup Standard or Advanced (21; 23; 28; 29; 30; 87)
— ArcGIS GIS Server (Standard or Advanced) (31)
— ArcGIS GIS Server Basic (31; 39)
— ArcGIS GIS Server Workgroup (Standard or Advanced) (28; 29; 30)
— ArcGIS GIS Server Workgroup Basic (39)
— ArcGIS for Maritime: Server (2)
• ArcGIS Enterprise Optional Capability Servers:
— ArcGIS Image Server, ArcGIS GeoEvent Server, ArcGIS GeoAnalytics Server, and ArcGIS Notebook
Server Standard (31)
• ArcGIS Enterprise Workgroup Optional Capability Servers:
— ArcGIS Image Server, ArcGIS GeoEvent Server, ArcGIS GeoAnslytics Server, and ArcGIS Notebook
Server Standard (4)
• Earl Business Analyst for Server
Workgroup (28; 29; 30; 31; 39)
Enterprise (31; 39)
• World Geocoder for ArcGIS Basic (87)
Developer Tools
• AppStudio for ArcGIS Standard (11; 16; 19)
• ArcGIS Runtime SDK for Android, iOS, Java, macOS, .NET, Ot, or WPF (16;19)
• ArcGIS Runtime for Android, iOS, Java, Mac OS X, .NET, Qt, or WPF
— Lke (15)
— Basic or Standard (1; 14; 15; 18)
— Advanced (14; 15; 18)
• ArcGIS Engine Developer Kit and Extensions (16; 19; 22; 26)
• ArcGIS Engine for Windows/Linux and Extensions (15; 22; 26)
• ArcGIS Web API for JavaScript (16; 64)
• ArcGIS Developer Subscription (24; 26; 77)
• Earl CltyEngine SDK and Procedural Runtime (19; 84)
• Ead File Geodatabase API (47)
Mobile
• Navigator for ArcGIS (14)
END Page 1 of 4 August 20, 2019
Other
• ArcGIS Hub (85)
• ArcGIS Indoors (86)
• ArcGIS Maps for Adobe Creative Cloud Complimentary user (74)
• Insights for ArcGIS (17)
Online Services
• ArcGIS Online Developer Deployment Subscription is available through the ArcGIS Developer Subscription:
+ Free Subscription (66; 68; 75; 76; 79; 81)
+ Paid Subscription (66; 68; 75; 78; 79)
Education Programs (Free or Paid Subscriptions) (88; 68; 70; 71; 75; 76; 79; 81)
— NGO/NPO, Press/Media Programs (Free or Paid Subscription) (66; 68; 70; 71; 72; 75; 76; 79; 81)
• ArcGIS Online subscriptions aro available through multiple Selling Programs:
— Commercial Retail, EAs; and Government Programs (66; 68; 69; 70; 77; 78; 82)
— Education Programs (66; 68; 69; 70; 71; 78; 81; 82)
— Non-profit Programs (66; 68; 69; 70; 71; 78; 81; 82)
• Public Plan (66; 68; 74; 75; 76; 80; 81)
Customers under the following categories have these additional rights;
— Commercial Retail (72)
— enterprise agreements (72)
— Government (72)
— NGO/NPO (72)
— Press/Media Programs (72)
— Education Programs (71)
ArcGIS AEC Project Delivery Subscription (83)
a l to :
1. May not be used to edit an enterprise geodetabase via Direct Connect.
2. Not for use in navigation.
3. Licensed for personal, noncommercial use only.
4. — Limited to 1 four -core server.
— Can be Installed on a separate machine.
5-10. Reserved.
11, Applications bulk with AppStudio for ArcGIS Standard are subject to the terms of use for ArcGIS Runtime
Standard Level.
12. Reserved.
13. Licensed as a Duel Use License.
14. May be used for navigational purposes.
15. Licensed as a Deployment License.
16. Customer may use the SDKs or APIs to create Value -Added Applications and distribute and license those
Value -Added Applications to its and users to use anywhere not prohibited under export regulation.
17. Customer shall not redistribute Oracle JDBC Driver or its documentation that is included with this Product.
Oracle Is a third -party beneficiary of this Agreement with respect to the Oracle JDBC Driver.
18. The Deployment License is per Value -Added Application per computer for stand-alone applications.
19. License may not be used to develop Internet or server -based Value -Added Applications.
20. Licensed as a Redistribution License.
21. See Master Agreement hip nwryw.4si,i, a?inll�ga!/sa r license for additional terms of use for Named
User Licenses.
22. a. An and user must acquire a license in either ArcGIS Engine for Windows/Linux Software or other
ArcGIS Desktop Software (Basic, Standard, or Advanced) to obtain the right to run an ArcGIS Engine
application on 1 computer; and
b. The ArcGIS Engine for Windows/Linux extensions shall not be used in combination with ArcGIS
Desktop Software to run ArcGIS Engine Value -Added Applications. A single user can have multiple
ArcGIS Engine Value -Added Applications installed on 1 computer for use only by that and user.
E300 Page 2 of 4 Augur; 20, 2019
23. �yslern to bystem Communication
a. Customer may use a basic service login to enable one-way, read-only, system-to-system
communications from ArcGIS Enterprise to other third-party, enterprise business system(s) In the
customer's organization, Customer may use a Viewer Named User Credential or Level 1 Named User
Credential as a basic service login until Esri implements an actual service login credential. A specific
Viewer Named User Credential or Level 1 Named User Credential used as a bask: service login
credential may only be used for system-to-system integration purposes and may not also be used by
a Named User to access the system.
b. Customer may use a standard service login to enable two-way, read-write, system-to-system
communications between ArcGIS Enterprise and other third-party, enterprise business system(s) In
the customer's organization. Customer may use an Editor (or higher) Named User Credential or
Level 2 Named User Credential as a standard service login until Earl implements an actual service
login credential. A specific Editor (or higher) Named User Credential or Level 2 Named User
Credential used as a standard service login credential may only be used for system-to-system
integration purposes and may not also be used by a Named User to access the system.
24. Software may be used only for the purposes of development, testing, and demonstration of a prototype
Value-Added Application and creating map caches. Customer may use Value-Added Applications and
map caches with ArcGIS Enterprise Staging Server Licenses and Deployment Server Licenses. Software
and Data may be Installed on multiple computers for use by any ArcGIS Developer Subscribers with
Builder or higher plan subscriptions; all other Software Is licensed as a Single Use License.
25. Reserved.
26. The geodatabase Is restricted to 10 gigabytes of Customer's data.
27. Reserved.
28. Use is limited to 10 concurrent and users of applications other than ArcGIS Enterprise Workgroup or
ArcGIS GIS Server Workgroup applications. This restriction includes use of ArcGIS Desktop Software,
ArcGIS Engine Software, and third-party applications that connect directly to any ArcGIS Enterprise
Workgroup or ArcGIS GIS Server Workgroup geodatabase. There are no limitations on the number of
connections from web applications.
29. Software requires a supported version of SQL Server Express. Supported versions are listed with the
system requirements for the product on the Esri webalte.
30. Use is restricted to a maximum of 10 gigabytes of Customer's data. All components must be installed on
a single server.
31. Includes a Failover License.
32. Reserved.
33-38. Reserved.
39. Any editing functionality included with ArcGIS GIS Server is not permitted for use with ArcGIS GIS Server
Basic and ArcGIS GIS Server Workgroup Basic.
4046. Reserved.
47. Customer may develop and distribute Value-Added Applications that use Esri File Geodatabase API to
Customer's and users.
48-53. Reserved.
54. Reserved.
55-83. Reserved.
64. Value-Added Applications for web deployment must be used in conjunction with other Earl Products.
Third-tarty technologies may also be used In conjunction with Value Added Applications as long as the
Value-Added Applications are always used in conjunction with other Earl Product(s).
85. May only be used In conjunction with other Earl Product(s). Third-party technologies may also be used in
conjunction with ArcGIS Earth as long as ArcGIS Earth is always used in conjunction with other Esri
Products.
86. Only Customers with an active ArcGIS Online subscription may store geocoded results generated by
World Geocoding Service.
67. Limited to 250,000,000 geocodes per annual subscription.
68. Customer may use the data accessible through Infographics Service for display purposes only and may
not save any data accessible through this service.
69. May be used for any business purpose of Customer's organization.
70. May be used for development and teat purposes for Customers organization.
E300 Page 3 of 4 August 20, 2019
71. May be used for teaching purposes In educational organizations.
72. May be used for the Internal business purposes of Customer's organization.
73. Reserved.
74. May be used for personal use.
75. Customer may enable third -party use of Value Added Applications only by publicly sharing the Value -
Added Application(s) using Sharing Tools. Customer may not use this subscription to power a Value -
Added Application for its own Internal business use unless Customer is an educational institution using
the Value -Added Application for teaching purposes only, a qualified NGO/NPO organization, or a media
or press organization.
76. Customer Is not permitted to create private groups or participate In any private groups.
77. Includes a Commercial App Deployment license, which enables Customer to make Value -Added
Applications available to third parties for a fee.
78. Customer may use this subscription to create or participate in private groups.
79. Each subscription is limited to 1,000,000 geosearch transactions per month in conjunction with
Customer's subscription. Transactions include both basemap data and geocode search transactions. One
basemap data transaction is equivalent to eight 256x256 the requests. One geocods search transaction is
equivalent to one address or place. If the results are stored in any manner such as after batch geocoding,
the stored results are not counted toward the transaction limit. However, storage does consume Service
Credits.
80. May permit registered students of an education institution to directly access the Online Services and
share a single subscription between more than 1 registered student for teaching purposes only.
81. Customer may not make Value -Added Applications available to third parties for a fee.
82. A Named User may embed Its Named User Credential In an ArcGIS API for Python script solely for the
purpose of automating a workflow to be used exclusively by the Named User whose Named User
Credential is embedded In the script.
83. Customer must use a separate AEC Project Delivery Subscription for each Customer client ("Client).
Customer may (1) use the AEC Project delivery Subscription solely to collaborate on project work with its
Client; and (11) provide Client with Named User access to the AEC Project Delivery Subscription to enable
Client to access the AEC Project Delivery Subscription to collaborate on project work that Customer
performs for Client. Client may not use the Named User License for any other purpose. Customer is
solely responsible for Client's compliance with these terms of use and will ensure that Client stops using
the AEC Project Delivery Subscription when the project ends.
84. Does not include a Deployment License for commercial use. Does include a Deployment License for non-
commercial or educational use.
86. Software licenses and subscriptions included with ArcGIS Hub may only be used to support the
community Initiatives enabled by ArcGIS Hub. Customer may allow 3rd parties to be Named Users of
ArcGIS Hub for the sole purpose of engaging in community activities. Customers may allow employees,
agents, consultants, or contractors to be Named Users of ArcGIS Hub for the sole purpose of
administering, configuring, maintaining, and supporting community initiatives through ArcGIS Hub. No
other use of software licenses and subscriptions included with ArcGIS Hub is permitted.
86. Customer may use the software licenses and subscriptions included with ArcGIS Indoors solely to enable
the capabilities of ArcGIS Indoors as defined in the ArcGIS Indoors Documentation. No other use of
software licenses and subscriptions included with ArcGIS Indoors Is permitted.
87. Accessing Parcel Fabric services provided by ArcGIS Enterprise is prohibited except through ArcGIS Pro
Standard and ArcGIS Pro Advanced.
E300 Page 4 of 4 Augw 120, 2019
Master Agreement
Product and Services
Revised 10/18/19
IMPORTANT—READ CAREFULLY
Unless superseded by a signed Ilcenae agreement between you and Earl, Earl Is willing to provide Esri
Offerings and Services to you only If you accept all terms and conditions contained In this Agreementas
the sole and final agreement of the parties regarding your acquisition of these Earl Offerings and
Services. Please read the terms and condition carefully. You may not use the Earl Offerings unless you
agree to the terms and conditions of the Agreement. Your access and use of Earl Offerings, or Services,
constitutes your acceptance of the terns 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. ("Earl"), a California corporation with a place of business at 380 New York Street,
Redlands, Callfornis 92373-8100 USA.
Allachmerrt n 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, Earl
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 Earl and its licensors in any derivative
work:
"Portions of this document include Intellectual property of Earl and its licensors and are used under
license. Copyright ® (Customer will insert the actual copyright dates) from the source materials.] Earl and
its licensors. All rights reserved_"
The grants of rights In this section (1) continue for the duration of the subscription or applicable Term or
perpetually If no Term Is applicable or identified in the Ordering Documents and (11) are subject to additional rights
and restrictions in this Agreement including AI icLvnenl R.
1.2 Consultant or Contractor Access. Customer may authorize its consultants or contractors to (1) host Esri
Offerings for Customer's benefit and (ii) use Esri Offerings exclusively for Customer's benefit. Customer will be
solely responslble for its consultants' and contractors' compliance with this Agreement and will ensure that each
consultant or contractor discontinues use of Earl Offerings upon completion of work for Customer. Access to or
use of Earl Offerings by consultants or contractors that is not exclusively for Customer's benefit is prohlbited.
1.3 Reservation of Rights. All Earl Offerings are the copyrighted works of Earl or its licensors; all rights not
specifically granted in this Agreement are reserved.
2.0 SOFTWARE AND ONLINE SERVICES
2.1 Definitions. The following definitions supplement the definitions provided in Attaci,motit 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.
E204 Legal Page 1 of 26 October 16, 2010
b. "App Login Credential(s)" means a system -generated application login and associated password, provided
when registering a Value -Added Application with ArcGIS Online, 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 and 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
teat Value -Added Applications as described In the Documentation.
h. "Development Use" means the right to install and use Products to build and teat Value -Added Applications
as described in the Documentation.
I. "Dual Use License" means the right to install Software on a desktop computer and use it simultaneously with
either a personal digital assistant (PDA) or handheld mobile computer as long as the Software is only used by
a single individual at any time.
j. "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.
k. "Named User(s)" is Customer's employee, agent, consultant, or contractgr 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.
I. "Named User Credential(e)" means an individual person's login and associated password enabling that
person to access and use Products.
m. "Named User License" means the right for a single Named User to use a specific Earl Offering.
n. "Online Services Subscription" means a limited4orm subscription conveying the right for one or more
Named Users to access and use Online Services.
o. "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.
p. "Server License" means a license to install and use Software on a server computer. 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.
q. "Service Credit(s)" means a unit of exchange for consumption of services that can be used with an Online
Services Subscription.
r. "Sharing Tools" means publishing capabilities Included with Online Services that allow Customer to make
Customer Content and Value -Added Applications available to third parties or Anonymous Users.
a. "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.
t. "Staging Server License" means a license to use Software under a Server License to build and teat Value -
Added Applications and map caches; conduct user acceptance, performance, and load testing of other third -
party software; stage new commercial data updates; and conduct training activities as described in the
E204 Legal Pcge 2 of 25 October 18, 2019
Documentation. Customer may use Value -Added Applications and map caches with Development and
Deployment Server Licenses_
2.2 License and Subscription Types. Esri provides Software Products under one or more of the license or
subscription types identified in the definitions above. The Documentation and 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 -far -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 Earl 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. Earl publishes Product -specific Software terms of use at I�llC,//www esri cnnvs,l�altsc_yl�e;c�t iitie.
2.4 Online Services Terms of Use
a. Online Services Descriptions. Esri publishes Online Services Subscription -specific terms of use at
Ittll? l/wti+nv_ersis �a»ii/I,alN Use of Online Services is also subject to the Cloud Services terms
found In Attedirllen 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, Earl 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 Earl 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)dlstributs, and (re)transmlt Customer Content through Online Services. Earl
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.
d. Limits on Use of Online Services, Service Credits. Each Online Services Subscription Includes Service
Credits as described in the applicable Ordering Document. Each Service Credit entities Customer to consume
a set amount of Online Services, the amount varying depending on the Online Services that Customer is
using. As Customer consumes Online Services, Service Credits are automatically debited from Customer's
subscription, up to the maximum number of Service Credits available. Customer may purchase additional
Service Credits as needed. Earl will notify, Customer's subscription account administrator when Customer's
Service Credit consumption reaches approximately 75 percent of the Service Credits allocated to Customer
through Customers subscription. Earl reserves the right to suspend Customer's access to Online Services
that consume Service Credits when Customer has consumed all its Service Credits. Esri will promptly restore
Customer's access to its Online Services once Customer has purchased additional Service Credits.
E204 Legal Page 3 of 25 October 19, 2019
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.
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. 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's private data or content 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, content, or data that has been published for shared access by Anonymous
Users through the use of Sharing Tools included with Customer's authorized use of Software or Online
Services.
4. Customer may not embed an App Login Credential into Value -Added Applications that enables access to
Customer's private data or content. Value -Added Applications that enable access to Customer's private
data or content 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),
S. Customer may transfer Value -Added Applications to any third party for use in conjunction with the thins
party's own Software license or Online Services Subscription.
c. Anonymous Users. Anonymous Users may only access Software or Online Services through Value -Added
Applications that provide access to services, content, or data that has been published for shared access
through the use of Sharing Tools included with Customer's authorized use of Software or Online Services.
2.6 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.
E204 Legal Page 4 of 25 October 18, 2010
d. Other Earl Limited-Use Programs. If Customer acquires Products under any limited-use program not listed
above, Customers use of the Products may be subject to the terms set forth In the applicable launching page
or enrollment form or as described on Earl's webslte In addition to the noncon licting terms of this Agreement.
3.0 DATA
3.1 Definitions. The following definitions supplement the definitions provided in AI)nchmenl &
a. "Business Listing Data" means any dataset that includes a list of businesses and may include other
associated business attributes.
b. "Earl Content Pscksge(s)" means a digital file containing ArcGIS Online basemsp content (e.g., rester map
tiles, images, vector data) extracted from the ArcGIS Online basemsp 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 Date with the Products for which Esri has
provided the Data.
b. Customer may Include representations of Data In hare!-copy or static, electronic format (e.g., PDF, GIF,
JPEG, HTML); In ArcGIS Web Maps; or in Eari Story Maps apps for the purposes of visualizing Date
(including basic Interactions such as panning, zooming, and identifying map features with simple pop-ups) for
use In presentation packages, marketing studies, or other reports or documents containing map Images or
data summaries derived from the use of Earl Products to third parties subject to restrictions set forth in this
Agreement, provided that Customer affixes an attribution statement to the Date representations
acknowledging Esri or its applicable licensor(s) as the source of the portion(s) of the Date used for the Data
representation.
c. Customer may take ArcGIS Online basemaps offline through Earl Content Packages and subsequently
deliver (transfer) them to any device for use with licensed ArcGIS Runtime applications and ArcGIS Desktop.
Customer may not othervAse scrape, download, or store Data.
d. Customer may make any internal use of geocoded results that are obtained and stoned in compliance with
this Agreement. Customer may not redistribute geocoded results except to (1) use and/or display on a map in
connection with Customer's public, non-revenue generating website(s), (II) permit access to thins-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.
e. Esri does not acquire any rights in Customer Content under this Agreement.
3.3 Use Restrictions
a. Customer may not act directly or authorize its customers to cobrand Data, use Date 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 tum or calculating an alternate route if a turn is missed;
2. Synchronized multivehicle routing; or
3. Synchronized route optimization.
E204 Legal Pape 5 of 25 October 18, 2019
e. Business Analyst Data. Customer may cache Data provided with ArcGIS Business Analyst Mobile App on a
moblle 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
dateset.
g. Michael Bauer Resean h Intematlonal 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.
3.4 Supplemental Terms and Conditions for Data. Certain Data licensors require Earl to flow down additional
attribution requirements and terns of use to Customer. These terns supplement and amend the terms of this
Agreement and are available at www_o-,;rcomllcgki111hird-pgitly,-d�sta.
4.0 MAINTENANCE
4.1 US Customers. Earl will provide Maintenance for Software and Online Services in accordance with the Earl
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 Esd
distributor under the distributor's own standard support policy.
3.0 PROFESSIONAL SERVICES
5.1 Definitions. The following definitions supplement the definitions provided in Allpchrnentt_A:
a. "Invention(s)" means a patentable invention, discovery, innovation, or improvement, excluding Deliverables,
relating to the subject matter of a Task Order.
b. "Inventor(s)" means a party's principal, employee, consultant, or independent contractor that solely or jointly
develops Inventions during Earl's performance under a Task Order.
c. "Professional Service Package(@)" means a predefined unit of Professional Services, Including travel -
related expenses, 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
e. Esrl will provide Professional Services and Dellverables 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. Yash Orders may have the format shown in Mochn enl 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 Dellverables and Inventions
a. Earl or its licensors own and retain ownership of Deliverables.
b. Each party will retain title to any Inventions made or conceived solely by Its Inventors during the term of this
Agreement. Including, but not limited to, such Inventions that Esri's Inventors solely make or conceive while
providing technical assistance pursuant to this Agreement. The parties will jointly own any Inventions made or
conceived jointly by Inventors from both parties.
E204 Legal Page 6 of 25 October 15, 2019
c. The parties will negotiate in good faith and cooperate reasonably in (i) deciding whether or not to seek or
maintain, or to continue to seek or maintain, patent protection in any country on any Invention and the extent
and scope of such protection and (ti) protecting and enforcing any patents issued on such Invention.
6.5 Acceptance
a. For Firm Fixed Price Task Orders. 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 nonconformitles and socepted subject
to rework by Esrl. Esri will rework the Deliverable for the identified nonconformitles and resubmit it within
30 days. Customer will rerun its acceptance review for the nonconformities detected in the initial review
within 10 wonting 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.
For Task Orders with Professional Service Packages. Professional Services that Earl performs under
Professional Service Packages will be deemed accepted unless Customer notifies Esrl within 10 days after
performance. Customer may purchase additional Professional Service Packages as needed to complete
Customer's work requirements.
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 will not be subject to acceptance testing.
5.6 Warranty for Dallverables. Eeri warrents to Customer that firm fixed price Dellverables 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 effects 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 Omer at any time upon
30 days' written notice to Esri and upon payment to Earl 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 br the
Task Orders affected.
5.9 Payment; Invoices
a. For Flinn Fixed Price Task Orders. Unless otherwise specified in a Task Order, Ead will prepare and submit
monthly invoices based on the percentage of completion for each Deliverable as of the end of the preceding
E204 Legal Page 7 of 25 October 19, 2010
month. Upon acceptance of all Dellverables under a Task Order, the unpaid balance of the total Task Order
value is due.
b. For Professional Service Packages. Earl will submit an Invoice for Professional Service Packages on
receipt of an agreed-upon Task Order. Earl 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 Esd
Invoice date.
c. For Time and Materials Task Orders
1. Earl 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. Eed will invoice meals on a per diem basis in accordance with the full dally limits specked on the
government General Services Adminletratilon (GSA) website at Ii11Ij& /www c�a�ov/. Esri and Customer
may Include hourly labor rates in this Agreement; if the parties elect to do so, Altaclmieni D will identify
the hourly labor rates for each labor category. Earl may change hourly labor rates for Services; any
Increase in the first 5 years will not exceed 5 percent per year. Earl will invoice ODCs, including travel -
related expenses incurred, plus a 15 percent burden.
2. Earl 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 Earl 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 Earl 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 Earl
personnel access to Customer's systema or data.
6.0 ESRI MANAGED CLOUD SERVICES
6.1 Definitions. The following definitions supplement the definitions provided In Ailaclment A:
a. "Earl Managed Cloud Services Environment" means the hardware, Software, Data, and network platform
that Earl or its third -party supplier provides as part of Earl Managed Cloud Services.
b. "Hosting" means the business of housing and making accessible Customer Content via the Internet.
6.2 Provision of Earl Managed Cloud Services
a. General Terms. Use of Earl Managed Cloud Services is subject to the Cloud Services terms found in
111tachment A of this Agreement.
b. Rsquinments Planning. It is Customer's responsibility to plan for and address with Earl 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. Earl will invoice Customer for the one-time setup fee upon Task Order
execution. Thereafter. Earl will Invoice Customer monthly for the Earl 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 costa Incurred during the delivery of Customer Content to Earl or removal of
Customer Content from the Earl Managed Cloud Services Environment. This paragraph does not apply to Earl
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 Earl.
e. Personally Identifiable Information. Prior to providing any Customer Content under this Agreement,
Customer shall notify Esri if Customer Content includes personally identifiable information.
E204 Legal Pape 8 of 25 October 19, 2019
f. Public Software. Customer may not use, and may not authorize its and users or contractors to combine or
use any Earl 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 Earl 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 Informatlon and other materials related to Its Customer Content as
reasonably requested by Earl or Its Hosting partner to verify Esrl'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 A! c1Ln_TenL11:
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.
b. "Earl Mobile Lab" means a service In which Esd 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.
c. "Earl Training Event(s)" means an Earl site class, Ead instructor -led online class, a Customer sitelprivate
class, workshop, or coaching services.
d. "Earl Training Event Assistant" means Customer's primary Earl liaison In organizing private Earl Training
Events.
e. "Student(s)" means a Customer employee or agent who is a registered participant in a specific Earl Training
Event or Training -related services. If Customer is an Individual, then Student means Customer.
f. "rraining Pass" means s nonrefundable, nontransferable block of prepaid training days with a fixed price per
day training price throughout the Term of the Training Pass.
7.2 Permitted and Prohibited Uses
a. Earl 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 (1) separate the component parts of Training Materials
for any use or (ii) use audio or video recording equipment during an Esri Training Event.
d. Earl 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 Earl upon conclusion of the
Earl Training Event.
e. Customer will retain ownership of any Customer -Supplied Training Data.
7.3 Esrl's Responsibilities
Earl will
a. Provide an instructor qualified to conduct Trajning;
b. Provide all necessary Training Materials for Student; and
c. Confirm Earl Training Events approximately 10 business days prior to the scheduled start date. Earl 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.
E204 Legal Page 9 of 26 October 18, 2019
7A 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
Earl Training Event. In such case, the full Earl Training Event fee will be involced 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 in Earl site classes with payment method information at least 15 business days
before the scheduled start date;
d. Provide the Esri Training Event Assistant with a list of names and email addresses of any Students who are to
attend an Earl Training Event at least 3 business days before the scheduled start date, for compliance with
the US embargoed country lists and time 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 tralning request form; consult with
Earl 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 Earl Mobile Lab Is used, Customer will
Take delivery of the Earl Mobile Lab from the shipping agent, and keep it in a secure, locked area at all
times;
Immediately report any previously damaged Esri Mobile Lab equipment to the Esri Training Event
Assistant upon receipt of the shipment; and
Be financially responsible for loss of, damage to, or theft of Earl Mobile Lab equipment while in
Customer's possession.
7.5 Student Registration and Training Event Change Policy
a. Customer will provide advance written notice to Earl Customer Service at Eqi vic:e()ice ncum to reschedule or
cancel any Earl 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 Eeri 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 Earl 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 Earl 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. Tennlnatlon ofAgreemant. Students who are currently registered for an Esri Training Event as of the date of
termination of this Agreement may attend the scheduled Earl Training Event, subject to the terms and
conditions of this Agreement.
7.6 Invoicing; Prepaid Fess
a. Esri will invoice Customer upon completion of the Esri Training Event or on purchase of a Training Pass. On
Customer request, Earl will invoice in advance for an Esrl 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 Earl quotation. Thereafter, all prepaid fees are forfeited.
c. Training Pass redemption rates are described at hllhsalwww.yrs.rom/(rainiitgltraimm-forkrgaplzalionsl.
This paragraph does not apply to Training provided under the Advantage Program.
E204 Legal Page 10 of 25 October 19, 2019
8.0 ADVANTAGE PROGRAM
8.1 Definitions. The following definitions supplement the definitions provided in Altacl�mnt �A:
a. "Activity Description" means a mutually agreed upon written statement that confines the number of
Learning and Services Credits that Eari 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 uyn:Hz��yi�er��c3eJ.j/coriutinms�t> , or the Advantage Program for Partners, as described at
www c s(i_r.�»rt��r]rtili�IrKlt�lcnmli,ss,•est::,
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, Earl 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 h1JpA*llpp i� ri.,crnsviat/�uppaiUrargmi�im.
E "Advleor" 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, Earl 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 webaite, Esri will provide a monthly report outlining usage of Learning and Services
Credits to date to the Authorized Contact.
e. Technology Webcasts. Earl will provide an email invitation to the Authorized Contact for webeasts
presenting business and technical information related to enterprise GIS.
f. No Project Services. The Advantage Program is not designed for Earl 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.
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:
Emall: _
Telephone:
Fax:
E204 Lege I Page 11 of 25 October 15, 2019
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. Earl 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. Eed will begin work and
deduct the estimated credit amount stated in the Activity Description from the unused Learning and Services
Credits available.
8.0 Activity Descriptions for Earl Managed Cloud Services. The Activity Description for Earl Managed Cloud
Services orders must Include the following:
a. The Esrl 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 EMCS 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 Earl Managed
Cloud Services Environment by Earl 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 Earl travel and per diem expenses will be quoted separately. Travel
expenses will include a 15 percent burden, and per diem will be determined in accordance with the full daily limits
specified on the government General Services Administration (GSA) website at h pt i M ww_ysa, ov/. Customer
will use Learning and Services Credits for travel and per diem expenses.
8.8 Notification of Consumed Credits. Earl 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 Earl to stop
work on such requested work. Esri reserves the right to stop work if Customer has consumed all Re Learning and
Services Credits.
8.9 Review of Proposed Activities. Any activities proposed to be completed under the Advantage Program will
be subject to Esd's review and approval to ensure alignment with the intent of the program,
8.10 Invoicing
a. Earl shad invoice Customer as quoted for the Advantage Program subscription, additional Learning and
Services Credits, or Advisor services upon receipt of Customer's order. Subsequently, Earl 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. Earl 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 Earl's standard pricing
at the time of purchase or renewal.
E204 Legal Page 12 of 25 October 18, 2010
8.11 Termination and Expiration. Upon termination or expiration of an Advantage Program subscription,
Services will and as of the expiration or termination date stated; and
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
expensea 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 dale or termination of this Agreement, whichever comes first
E204 Legal Page 13 of 25 October 10, 2019
ATTACHMENT A
GLOSSARY OF TERMS
The following glossary of terms applies to all Earl Offerings and Services that Earl may provide to its customers.
Certain Earl 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.
"Afflllats" means any entity that directly or indirectly (i) Controls; (11) is Controlled by; or (iii) Is under common
Control with a party, where "Control" means having more then 50 percent of the voting stock or other voting
interest in the Controlled entity.
"API" means application programming Interface.
"ArcOIS Website" means www.:ir(:�:;1: m! 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 Earl Offerings.
"Beta" means any alpha, bete, or other prerelease version of a Product.
"Cloud Services" means Online Services and Eari 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.
"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 Earl.
"Data" means any commercially available digital dataset(s) Including, but not limited to, geographic vector date,
raster data reports, or associated tabular attributes that Esri bundles with other Esri Offerings or delivers
Independently.
"Do Ilverabias" means anything that Earl 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.
"Earl Managed Cloud Servlcee" means a Customer -specific cloud Infrastructure, Software, Data, and network
platform that Earl hosts, manages, and makes available to Customer or Customer's end users via the Internet.
"Earl Offering(s)" means any Product or Documentation. If Earl provides Training or Professional Services
directly to Customer, then Earl Offerings also Include Deliverables and Training Materials. Earl Offerings exclude
Services and Third -Party Content.
"GIS" means geographic Information system.
"Maintenance" means a subscription program that Esri provides and that entities Customer to Product updates
and other benefits such as access to technical support and self -paced, web -based learning resources.
"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.
E204 Legal Page 14 of 26 October 18, 2019
"Online Services" means any commercially available, Internet -based geospatial system that Earl provides,
Including applications and associated APIs for storing, managing, publishing, and using maps, data, and other
informatlon. Online Services exclude Date and Content.
Ordering Document(*), means a sales quotation, Maintenance renewal quote, purchase order, proposal, Task
Order, or other documentidentifying Earl Offerings, updates, or Services that Customer orders.
"Perpetual License" means a license to use a version of the Earl Offering for which applicable license fees have
been paid, Indefinitely, unless terminated by Earl or Customer as authorized under this Agreement.
"Product(*)" means Software, Data, and Online Services.
"Professional Services" means any development or consulting services that Earl provides to Customer.
"Sample(s)" means sample code, sample applications, add-ons, or sample extensions of Products.
"Service(*)" means Maintenance. If Earl provides Earl Managed Cloud Services, Training, or Prafesslonal
Services directly to Customer, then Services also include Earl Managed Cloud Services, Training, and
Professional Services.
"Software" means any proprietary commercial off-the-shelf software, excluding Data, accessed or downloaded
from an Earl -authorized webslte or that Earl delivers on any media in any format Including backups, updates,
service packs, patches, hot fixes, or permitted merged copies.
"Specification(*)" means (i) the Documentation for Software and Online Services, (Ii) the scope of work set forth
in any Task Order, or (ill) Earl's published course descriptions for Training.
'Task Order(a)" means an Ordering Document for Services.
'Tenn License" means a license for use of an Earl Offering for a limlted time period ('Term").
"Third -Party Content" means any Content that Customer may obtain from a third -party website or that persons
other then Earl employees, suppliers, or contractors may directly contribute to Esri's website.
"Training" means (1) Product training or (li) related training that Earl 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.
E204 Legal Pege 15 of 25 October 18, 2019
ATTACHMENT B
GENERAL TERMS AND CONDITIONS
The following general terms and conditions apply to all Esti 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 BA—GENERAL USE RESTRICTIONS
Except as expressly permitted In this Agreement, Customer will not
a. Sell, rent, lease, sublicense, distrlbute, lend, time-share, or assign Services or Esri Offerings;
b. Distribute or provide direct access to Services or Esti Offerings to third parties, In whole or In part, Including,
but not limited to, extensions, components, or DLLs;
c. Distribute Authorization Codes to third parties;
d. Reverse engineer, decornplie, or disassemble any Product or Deliverable delivered In compiled form;
e. Make any attempt to circumvent the technological measure(a) that controls access to or use of Esri Offerings;
f. Stora, cache, use, upload, distribute, or sublicense Content or otherwise use Esri Offerings in violation of
Esrfs or a third -party's rights, Including intellectual property rights, privacy rights, nondiscrimination taws,
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 teats run on Bete Products without the
prior written permission of Esri and its licensors; or
k. Use, incorporate, modify, distribute, provide access to, or combine any Earl Offerings in a manner that would
subject any Earl Offering to open -source or open -database license terms that require any pert of the Earl
Offering to be
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.
I. 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 low 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, Earl will stop providing Services, Any licenses in Ead 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.
E204 Legal Page 16 of 25 October 16, 2019
8.2.3 Upon any termination or expiration of a license or subscription, Customer will
a. Stop accessing and using the terminated or expired Eari 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 Eed 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 Esd or Its authorized distributor.
Eed 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, Eari warrents 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 Esd 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 Eari 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; hotfixes; 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 not forth In this Agreement, Eari
disclaims all other warranties or conditions of any kind, whether express or Implied, Including, but not
limited to, warranties or conditions of merchantability, fitne■s for a particular purpose, and
nonlnfringement of Intellectual property rights. Eari Is not responsible for any nonconformltles with
Specification or lose, deletion, modification, or disclosure of Customer Content caused by Customer's
modification of any Eerl Offering other than as specified In the Documentation. Earl does not warrant that
Earl Offerings, or Customer's operation of the same, will be uninterrupted, error free, fault tolerant, or fall -
safe or that all nonconformitles Can orwill be corrected. Esrl 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 routs suggestions that
appear to be hazardous, unsafe, or Illegal. Any such uses will be at Customer's own risk and coat.
8.3.4 Disclaimers
a. Intorgot 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. Tai Ird-Party Wol)sltes; Third -Party Contont. Earl Is not responsible for any thlyd-party website orThlyd-
Party Content that appears In or is referenced by Eari Offerings or Earl webaltea, Including
www.nsel cc(im and www.arsxris.casnr. Providing links to third -party websites and resources does not
Imply an endorsement, affiliation, or sponsorship of any kind.
8.3.6 Exclusive Remedy. Customer's exclusive remedy and EsrPs entire liability for breach of the limited
warranties In this section will be to replace any defective media and to (n repair, correct, or provide a workaround
for the applicable Esd Offering or Services or (II) at Eari's election, terminate Customer's right to use and refund
the fees paid for Esri Offerings or Services that do not meet Eari's limited warranties.
E204 Legal Pape 117 of 25 October 1e, 2019
ARTICLE B.4—LIMITATION OF LIABILITY
B,4.1 Disclaimer of Liability. Neither Customer, Esri, nor any Esri distributor or Ikencor will be liable for
any Indirect, special, Incidental, or consequential damages; lost profits; lost sales; loss of goodwill; costs
of procurement of substitute goods or services; or damages exceeding the applicable license fees, or
current subscription fees, or Services fees pa Id or owed to Esrl for the Earl Offerings or Services giving
rise to the cause of action.
8.4.2 The limitations and exclusions of liability in the preceding paragraph do not apply to Customer's
infringement, misuse, or misappropriation of Earl's or Earl's licensors' intellectual property rights, either party's
Indemnification obligations, gross negligence, willful misconduct, or violations of the Export Compliance clause of
this Agreement or any applicable law or regulation.
8.4.3 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.6—INDEMNIFICATIONS
B.5.1 Definitions. The following definitions supplement the definitions provided in n-11(achin-uni 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 (a)" means any Claim alleging that Customer's use of or access to any Earl Offering or
Service Infringes a patent, copyright, trademark, or trade secret.
d. "Loss(es)" means expenditure, damage award, settlement amount, coat, or expense, including awarded
attomeys' 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 Earl determines that an Infringement Claim is valid, Earl may, at its expense, either (1) obtain rights for
Customer to continue using the Esri Offerings or Services or (Ii) modify the Earl Offerings or Services while
maintaining substantially similar functionality. If neither alternative is commercially reasonable, Esri may
terminate Customer's right to use the Earl 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
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 arlsos out of (1) the combination or Integration of Esri Offerings or Services with a product,
process, system, or element that Earl hes not supplied or specified in the Specification; (It) alteration of Esri
Offerings or Services by anyone other than Earl or its subcontractors; (iii) compliance with Customer's
specifications; or (iv) use of Esri Offerings or Services after Earl either provides a modified version to avoid
infringement or terminates Customer's right to use the Esri Offerings or Services.
B.6.3 General Indemnity. Earl 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.
E204 Legal Page 18 of 25 October 18, 2019
13.5.4 Conditions for Indemnification. As conditions for indemnification, Indemnilas will (1) promptly notify Eari In
writing of the Claim, (11) provide all available documents describing the Claim, (iii) give Eari sole control of the
defense of any action and negotiation related to the defense or settlement of any Infringement Claim, and
(iv) reasonably cooperate in the defense of the Infringement Claim at Esri's request and expense.
B.5.5 This section sets forth the entire obligation of Earl, Its authorized distributor, and Its licensors
regarding any Claim forwhlch Earl must Indemnify Customer.
ARTICLE B."NSURANCE
If Esri is providing Services, Eari 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. Eari publishes Its security capabilities at 11[111/ltrusl... utW lis coin. Customer may give Earl
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 Earl expressly agrees to such
access. Eari will use reasonable administrative, technical, and physical safeguards to protect such date and guard
against unauthorized access. Customer bears responsibility to (1) 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. Eari Is not responsible to review
Customer Content to ensure compliance with applicable laws and regulations. Customer must contact Eari at
seallrestrLjtlnri,?esi c:nn7 for further Instruction before providing any Customer Content that requires security
measures other than Esri's published security capabilities.
B.7.2 Malicious Code, Eari will use commercially reasonable efforts to ensure that Eari Offerings will not transmit
any Malicious Code to Customer. Eari is not responsible for Malicious Code that Customer introduces to Esri
Offerings or that is introduced through Third -Party Content.
0.7.3 Export Compliance. Each party will comply with all applicable export laws and regulations, including the
US Department of Commerce's Export Administration Regulations (EAR), the US Department of State's
International Traffle in Arms Regulations (ITAR), 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 Eari Offerings to any United States embargoed countries 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 Eari Offerings for certain missile, nuclear, chemical, or biological activities or
end uses without proper authorization from the US government. Customer shall immediately notify Eari 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 (10 Is controlled for export from the United States under ITAR. 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 120.6, 120.9, and 120.10,
respectively; Eari will not perform any such Services or provide any such Esd Offerings until Eari obtains any
E204 Legal Page 19 of 26 October 18, 2019
necessary export license from the US government. Customer will reasonably assist Earl in applying for and
obtaining an export license if needed.
6.7.4 Privacy. Esri will process personal date according to the terms of the Data Processing Addendum available
at I1Sb1lA^r:::v ctsj.wmlc[Ir lla/I�rri;ir �(/[J iu• c;Yli.�l,
ARTICLE B.B—CLOUD SERVICES
8.8.1 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 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 testa the vulnerability of Cloud Services or breach any security or authentication measures
used by Cloud Services without written approval from Earl's product security officer; or
f. Benchmarks the availability, performance, or functionality of Cloud Services for competitive purposes.
6.8.2 Service Interruption. System failures or other events beyond Esri's reasonable control may interrupt
Customers access to Cloud Services. Esri may not be able to provide advance notice of such interruptions.
B.8.3 Customer Content
a. Customer grants Earl 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 Customers use of Cloud Services. Except for the limited fights granted to Earl 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. Earl may disclose Customer Content if required to do so by law or regulation or by order of a court or other
govemment body, in which case Earl will reasonably attempt to limit the scope of disclosure.
d, When Customer's use of Cloud Services ends, Esri will either
(i) Make Customer Content available to Customer for download for a period of 30 days unless Customer
requests a shorter window of availability or Earl is legally prohibited from doing so; or
(ii) Download all Customer Content In Esri's possession to a medium of Customer's choosing and deliver
such Customer Content to Customer.
Earl 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 Earl 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, Earl will notify Customer before removing Customer Content. Earl will
respond to any Digital Millennium Copyright Act takedown notices In accordance with Earl's copyright policy,
available at www sari com/leclallclmcp NoHcy.
B.8.5 Service Suspension. Earl may suspend access to Cloud Services (i) if Customer materially breaches this
Agreement and falls to timely cure the breach; (ii) if Esd reasonably believes that Customer's use of Cloud
Services will subject Earl 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
E204 Legal PAge 20 of 26 October 18, 2010
commercial hardsh ip. 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's content as described above.
B.8.6 Notice to Earl. Customer will promptly notify Earl 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 WIN 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 distributor's invoices in
accordance with the distributor's payment terms.
B.9.2 Feedback. Earl may freely use any feedback, suggestions, or requests for Product improvement that
Customer provides to Earl.
B.9.3 Patents. Customer may not seek, and may not permit any other user to seek, a patent or similar right
woridwide 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 ora slmlier application.
B.9.4 Restrictions on Solieltatlon. Neither party will solicit for hire any employee of the other party who is
associated with the performance of Services during the performance of the Services and far a period of 1 year
thereafter. This does not restrict either party from publicly advertising positions for hire in newspapers,
professional magazines, or Internet postings.
B.9.5 Taxes and Fees; Shipping Charges. Pricing of Esri Offerings and Services that Esrl 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 tariffa; shipping and handling charges; and vendor enrollment fees. Eari 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 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 Earl nor Esn's 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.
8.9.7 No Implied Waivers. The failure of either party to enforce any provision of this Agreement Is not a waiver of
the provlslons or of the right of such party thereafter to enforce that or any other provision.
8.9.8 Severablllty. If any provision of this Agreement is held to be unenforceable for any reason, (1) such
provislon 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 Cuatomer'a rights or delegate
Customer's obligations under this Agreement without Earl'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.
E204 Legal Page 21 of 25 October 18, 2019
Upon mutual agreement, Earl's Affiliates may provide Services under the terms of this Agreement; in such cases,
the Ordering Documents will identify the Affiliate as the party that provides the Services. Earl's distributors are not
Affiliates of Esri.
8.9.10 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,"
"Limltation 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 LIS government entity or US govemment contractor, Esri
licenses or proWdes 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, modlflcation,
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 computers) 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. ArcGIS Online has been granted FedRAMP
tailored low authorization but does not meet higher security requirements including those found in
DFARS 252.239-7010.
8.9.12 Governing Law. This Agreement is not subject to the United Nations Convention on Contracts for the
International Sale of Goods.
a. Government Entitles. 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.
8.9.13 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 Entitles. Earl 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 I nternational 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
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.
8.9.14 Force Majeurs. A party will not be liable far any failure of or delay in the performance of this Agreement
for the period that such failure or delay ig 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.
E204 Legg I Page 22 of 25 October 18, 2019
8.9.18 Notion. Customer may send notkose required under this Agreement to Ead at the following address:
Environmental Systems Reaearch Institute, Inc.
AM.: Contracts and Legal Deprlment
380 New York Street
Redlands, CA 92373-0100
USA
Tel.: 909.793-2853
Email:Gam
E204 LOON Pep 23 or 26 OGWDYr 10.2010
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. ("Esrl"), and f ("Customer"),
("Customer Address"), this Tesk Order authorizes preparation and provision of the Dellverables described and in
accordance with the terms, schedule, and startlend date(s) specified below.
1. Scope of Work: (As applicable, spec®ically identify and describe Deliverables Including custom code, map
date, technical data (including technical assistance), and the resoumes 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 Earl, Customer
shall provide, allow access to, or assist Earl In obtaining all data Esd 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 Pdce (FFP) or Time and Matenals (T&M)]:
3. Total Task Order Value (If FFP) or Not -to -Exceed Value (if T&M):
4. Customer Address for the Receipt of Earl Invoices:
5. Delivery Schedule or Start/End Date(s) for Each Deliverable:
6. Special Considerations:
7. Esri Project Manager: [insert name, telephone, fax, and email address]
Esri Senior Contract Administrator. [insert name, telephone, fax, and emeil address]
Customer Project Manager: [insert name, telephone, fax, and small address]
Customer Senior Contract Administrator: [insert name, telephone, fax, and email address]
Customer Accounts Payable Contact: [Insert name, telephone, fax, and email address]
ACCEPTED AND AGREED:
(sam !fie onty—do not sig
(Customer)
Signature:_ fsamole oMv—do nod signj_ _.
Printed Name:
Title:
Date:
ENVIRONMENTAL SYSTEMS
RESEARCH INSTITUTE, INC.
(Earl)
Signature: _ Isample on/V=-do not Lin
Printed Name:
Title:
Date:
E204 Legal Pape 24 or 25 October 18, 2019
ATTACHMENT D
TIME AND MATERIALS RATE SCHEDULE
See Quotation for Pricing,
E204 Legal Page 25 of 25 October 10, 2019
Product -Specific Terms of Use
� �esn
The following list identifies addltionef terns of use that apply to specific Products. Each Product listing identifies
one or more footnotes that apply to that Product. These footnotes supplement the tarts of this Agreement. The
definitions for each footnote follow the list. Unless otherwise noted in the applicable Ordering Document,
extensions to a Product follow the same scope of use as that granted for the corresponding Product.
Desktop Products
• ArcGIS Desktop (Advanced, Standard, or Basic) (26)
• ArcGIS Earth (20; 65)
• ArcGIS Explorer Desktop (20)
• ArcGIS for AutoCAD (20)
• ArcPad (13)
• ArcReader (20)
• ArcGIS for Personal Use (3; 26)
Server Products
• ArcGIS Enterprise
— Standard or Advanced (17; 21; 23; 31; 87)
— Workgroup Standard or Advanced (21; 23; 28; 29; 30; 87)
— ArcGIS GIS Server (Standard or Advanced) (3 1)
— AmGIS GIS Server Basic (31; 39)
— ArcGIS GIS Server Workgroup (Standard or Advanced) (28; 29; 30)
— ArcGIS GIS Server Workgroup Basic (39)
— ArcGIS for Maritime: Server (2)
ArcGIS Enterprise Optional Capability Servers:
— ArcGIS Image Server, ArcGIS GeoEvent Server, ArcGIS GeoAnalytics Server, and ArcGIS Notebook
Server Standard (31)
• ArcGIS Enterprise Workgroup Optional Capability Servers:
— ArcGIS Image Server, ArcGIS GeoEvent Server, ArcGIS Geo4nalytics Server, and ArcGIS Notebook
Server Standard (4)
Esd Business Analyst for Server
— Workgroup (28; 29; 30; 31; 39)
Enterprise (31; 39)
■ World Geocoder for ArcGIS Basic (67)
Developer Tools
• AppStudio for AroGIS Standard (11; 16; 19)
• ArcGIS Runtime SDK for Android, iOS, Java, mecOS, .NET, Qt, or WPF (16; 19)
• ArcGIS Runtime forAndroid, iOS, Java, Mac OS X, .NET, Qt, or WPF
— Lite (15)
— Basic or Standard (1; 14; 15; 18)
— Advanced (14; 15; 18)
• ArcGIS Engine Developer KR and Extensions (16; 19; 22; 26)
• ArcGIS Engine for Wlndows/Linux and Extensions (15; 22; 26)
• ArcGIS Web API for JevaScdpt (16; 64)
• ArcGIS Developer Subscription (24; 26; 77)
• Earl CltyEnglne SDK and Procedural Runtime (19; 84)
• Esri File Geodatabese API (47)
Mobile
• Navigator for ArcGIS (14)
E300
Page 1 of4
August 20, 2010
Other
• ArcGIS Hub (85)
ArcGIS Indoors (86)
• ArcGIS Maps for Adobe Creative Cloud Complimentary user (74)
• Insights for ArcGIS (17)
Online Services
• ArcGIS Online Developer Deployment Subscription is available through the ArcGIS Developer Subscription:
+ Free Subscription (86; 68; 75; 76; 79; 81)
+ Paid Subscription (68; 68; 75; 76; 79)
— Education Programs (Free or Paid Subscriptions) (66; 68; 70; 71; 75; 76; 79; 81)
— NGO/NPO, Press/Media Programs (Free or Paid Subscription) (66; 68; 70; 71; 72; 75; 76; 79; 81)
• ArcGIS Online subscriptions are available through multiple Selling Programs:
— Commercial Retail, EAs; and Government Programs (66; 68; 69,,70; 77; 78; 82)
— Education Programs (66; 68; 69; 70; 71; 78; 81; 82)
— Non-profit Programs (66; 68; 69; 70; 71; 78; 81; 82)
Public Plan (66; 68; 74; 75; 76; 80; 81)
Customers under the following categories have these additional rights:
Commercial Retail (72)
enterprise agreements (72)
— Government (72)
— NGO/NPO (72)
— Press/Media Programs (72)
Education Programs (71)
ArcGIS AEC Project Delivery Subscription (83)
Footnotes:
1. May not be used to edit an enterprise geodstabase via Direct Connect.
2. Not for use in navigation.
3. Licensed for personal, noncommercial use only.
4. — Limited to 1 four -core server.
— Can be installed on a separate machine.
5-10. Reserved.
11. Applications built with AppStudio for ArcGIS Standard are subject to the terms of use for ArcGIS Runtime
Standard Level.
12. Reserved.
13. Licensed as a Dual Use License.
14. May be used for navigational purposes.
15. Licensed as a Deployment License.
16. Customer may use the SDKs or APIs to create Value -Added Applications and distribute and license those
Value -Added Applications to Is and users to use anywhere not prohibited under export regulation.
17. Customer shall not redistribute Oracle JDBC Driver or its documentation that is Included with this Product.
Oracle Is a third -party beneficiary of this Agreement with respect to the Oracle JDBC Driver.
18. The Deployment License is per Value -Added Appltcation per computer for stand-alone applications.
19. License may not be used to develop Internet or server -based Value -Added Applications.
20. Licensed as a Redistribution License.
21. See Master Agreement h13i1JWmv,esrLr j: ll c allsoftwa_ re -license for additional terms of use for Named
User Licenses.
22. a. An end user must acquire a license in either ArcGIS Engine for Windows/Linux Software or other
ArcGIS Desktop Software (Basic, Standard, or Advanced) to obtain the right to run an ArcGIS Engine
application on 1 computer, and
b. The ArcGIS Engine for Windows/Linux extensions shall not be used In combination with ArcGIS
Desktop Software to run ArcGIS Engine Value -Added Applications. A single user can have multiple
ArcGIS Engine Value -Added Applications Installed on 1 computer for use only by that end user.
E300 Page 2 of 4 August 20, 2010
7.3.slr?lr+ 1p glQiTl C{11}1i11tIS11L'AIIQII
8 Cusln,ner maty IIsi? a basic servIce 109111 tv Pn1111e on['.-way rEad-anly,}sysi[',n to y St@Eli 1, tI1C
Communicaticns from ArcGiS Enterprise to other third ail Ofller rise business s stem(s)
customer's orga ll?Hlion Customer may usr a ViewerNa rind User t:redciltral or Lc%vel 1 Nom[ld User
Credential as a basic service login until L•:srs implerntnls an Actual sralvir:e log,,, credential. A spwAtc
Viewer Named User Credential or Level t N1med t}ser l.rodsntsal Ilse(' cls a k)asrc servi" login
credential may only 170 use(, for Sytiti;nrto-syst['In Inle[;ration pury3osas arl[f r7�ay nal af5n b4 used by
a Named User to iaccess the system
l] Customer rnny use a slnndard service login to d oilna e two third- y, third-party
orit rpri system-lo-s/ system(s)
corrinit,nications between ArCGIS FnlsrllrISO and Uthr?r lilirct plrty er,trarprise Ilusinc ss syslenl[sy its
the cusionlef s orgarur31011 Ctsslorller rrli,y rise iln Edrkn• (of Iiigller) Named User Credential or
l-evel 2 flamed User Credetltlal as it standard service login until Esn implements an Actual service
login credential. A speCrflc Edllor (or Ilrgller) Hka111ed User C+edentlal or Level 2 Named User
tl service login crOd011bal,say only be used For system-ta-system
Credential used as a stantfar
integration ptrrl,oses arid may 11(31 illso he used by a Named User to access the syslt3n}
2A GO(LWarp rnny be used ani/ lar lhQ purposes of develollment, testing. and demonstration of a prmlolype.
Vahle•Added Appllcat1011 and Creating nlap CaC1109 [.t,SLU111e1' roily usepl V 1)ent SerrverL I�,ense'Sp+lSoft+warn?
trap COolleS. with ArcGIS EnterfsriSO Slcl['N Server 1-.tce11ses ilrltl t}gplpy
and ❑ata may be installeLi on n1uHlpto computers for use by any Arc:GIS Oevetcspni 51d}scrlhers Witt)
ware is is a Single Use License.
Builder or Iligiler plan subscriptions. all olhc;r Softlirr nseri !
25. Reserved.
26. The ge❑dstabase is restricted to 10 gigabytes of Customer's data.
27 ROserved.
or
2B use is limited to 10 concurrnn! [ltd t,sers of al,plicallons ptllei than ArcGIS Erslemrisa WOlkgroklp
ArcGIS GIS Server Wprkgroup nppfiratinns -his restrlctlon lnckules use of ArcGIS Desktop Software,
ArcGIS Engine Soflwizre, and Ihirri-party applicalior,s 11iilt connect. directly to any ArcG Fated]rise
Wgrkyraup or ArcGIS GIS Server Workyrnup georfalak:iise 7k+ere are s,o tinlitatirans on the
nwnlyr r a(
connections from web applicalirans
29. software requires a supported verslon of s(]i_ Server Express. Supported versions are listed with the
system requisernems for the protivat nn the Esri website onents must be Installed on
30. Use is restricted to a maxiulunl of 10 glgrbytes of Customer's dales. All come
a single server.
31. Includes a Fallover License.
32. Reserved.
33--38. Reserved,
39. Any ediling It11lctlonallty included with ArcGIS GIS Server is not permitted for use with ArcGIS GIS Server
Basic and ArcGIS GIS Server Wurkgroup Basic.
40-46. Reserved-
47, Customer may develop and distribute Value-Added Applications that use Esri File Geodatabase API to
Customer's end users.
4843. Reserved.
54. Reserved.
55.63. Reserved
64. Value-Adtio(i Applications lol well deployrment lmisl hr. uso(i lrl CplljuncUnl, with other Esri PrarluC 8.
'rhrrd-party tocllnotogles rMy also be, used in earllunctlon tivilts Value-Added Applications as tang as the
Value-Addeti Applscatioms Ole always "f err nl co &.Odkl ion wThird11larlysteri ahnologtos rnny also be used in
65- May only be used in ccniunclioll with olllr•.r Esn E bill is
conjunction with Ari GIS Emil, as lung as ArcGiS Earill is 2luum�s used in C<mlunct,on with other 1=art
Products.
66. only Customers with an active ArcGIS online subscription may store geocoded results generate y
World Gcocading Service.
67 Limited to 250.000,000 geocodes per annual subscription.
68 Customer may use the data accessible through Infographics Service for display purposes only and may
not save any data accessible Through this service•
69. May be used (or ally business purf)ase of Cl15101 " OeS organlzat'ron.
70- May be used for developme,l and test purposes for Cuslorneer, organization.
Page 3 of 4 — — - f — — — — August 20.2019
E300
E300
71. May be used for teaching purposes in educational organizations.
72. May be used for the internal business purposes of Customer's organization.
73. Reserved.
74. May be used for personal use.
75, Customer may enable third -party use of Value -Added Applications only by publicly sharing the Value -
Added Appllcation(s) using Sharing Tools. Customer may not use this subscription to power a Value -
Added Application for its own internal business use unless Customer is an educational institution using
the Value -Added Application for teaching purposes only, a qualified NGO/NPO organization, or a media
or press organization.
76. Customer Is not permitted to create private groups or participate in any private groups.
77. Includes a Commercial App Deployment license, which enables Customer to make Value -Added
Applications available to third parties for a fee.
78. Customer may use this subscription to create or participate In private groups.
79. Each subscription Is limited to 1,000,000 geosearch transactions per month In conjunction with
Customer's subscription. Transactions Include both basemap date and geocods search transactions. One
basemap date transaction is equivalent to eight 256x256 tile requests. One geocode search transaction is
equivalent to one address or place. If the results are stored in any manner such as after batch geocoding,
the stored results are not counted toward the transaction limit. However, storage does consume Service
Credits.
80. May permit registered students of an education institution to directly access the Online Services and
share a single subscription between more than 1 registered student for teaching purposes only.
81. Customer may not make Value -Added Applications available to third parties for a fee.
82. A Named User may embed its Named User Credential in an ArcGIS API for Python script solely for the
purpose of automating a workflow to be used exclusively by the Named User whose Named User
Credential is embedded In the script.
83. Customer must use a separate AEC Project Delivery Subscription for each Customer client ("Cllent").
Customer may (1) use the AEC Project delivery Subscription solely to collaborate on project work with its
Client; and (11) provide Client with Named User access to the AEC Project Delivery Subscription to enable
Client to access the AEC Project Delivery Subscription to collaborate on project work that Customer
performs for Client. Client may not use the Named User License for any other purpose. Customer is
solely responsible for Client's compliance with these terms of use and will ensure that Client stops using
the AEC Project Delivery Subscription when the project ends.
84. Does not Include a Deployment License for commercial use. Does include a Deployment License for non-
commercial or educational use.
85. Software licenses and subscriptions included with ArcGIS Hub may only be used to support the
community Initiatives enabled by ArcGIS Hub. Customer may allow 3rd parties to be Named Users of
ArcGIS Hub for the sole purpose of engaging in community activities. Customers may allow employees,
agents, consultants, or contractors to be Named Users of ArcGIS Hub for the sole purpose of
administering, configuring, maintaining, and supporting community Initiatives through AroGIS Hub. No
other use of software licenses and subscriptions included with ArcGIS Hub is permitted.
86. Customer may use the software licenses and subscriptions Included with ArcGIS Indoors solely to enable
the capabilities of ArcGIS Indoors as defined in the ArcGIS Indoors Documentation, No other use of
software licenses and subscriptions included with ArcGIS Indoors is permitted.
87, Accessing Parcel Fabric services provided by ArcGIS Enterprise is prohibited except through ArcGIS Pro
Standard and ArcGIS Pro Advanced.
Page 4 of 4
August 20, 2010
Esri Maintenance and } ;
Support Program'
This Earl Maintenance and Support Program document describes Esd's commitment to support a US customer's
use of Earl's unmodified Oualifying Products by providing some or all of the following maintenance benefits:
technical support, new version software, hot fixes, patches, software updates, Self -Paced E-Leaming, beta
programs, and/or Earl User Conference registration ("Malntenance"). Maintenance benefits may vary by product
or program. For Maintenance details, contact Earl Customer Service or visit Earl's product qualification web page
at Ibllc Ilwww.esri cuinlsnfEwOr[rJn[amtenancellmnefits.
In addition to Maintenance, Customers in the United States of America may purchase one or more of the following
programs, collectively known as ("Support Programs"), which enhance the benefits of Maintenance.
a Premium Support Services ("PSS")
b. Special Events Premium Support Services ("SEPSS")
c. North America Regulated Industries Support ("NORUS")
d. After Hours Support
For further details regarding the Support Programs, contact Earl or visit Esees support web page at
}�tlIy Ilsuunait.esriwc lclher•r�sOtlrC@�ISur71)t)rtSwrviciZ5
Esri reserves the right to change the Earl Maintenance and Support Program at any time and, If reasonable under
the circumstances, Esri will provide thirty (30) days' advance written notice of any material alterations. Any
material alterations will become effective upon renewal.
ARTICLE 1 --DEFINITIONS
The terms used are defined as follows:
a. "Authorized Caller(s)" means the Customer -designated individual who may contact Esri to request
standard technical support (e.g., to report technical Issues or request product assistance).
b. "Case" previously referred to as Incident, means the Esri record that contains technical notes and
documentation of all related interactions between Customer and Esri Support Services for a given
technical Issue. Depending on how the request was initiated, Esri will provide phone, email, or chat
confirmation of the Case creation. The Case will be given a unique Identification number for reference and
tracking.
c. "Customer" means Licensee or Customer as defined in the Master Agreement or your signed Agreement
with Esri.
d. "Customer Number" means a unique number created by Earl to identify each Customer office or site
and that will be included on the invoice and/or packing list with any shipment.
e "Esri Support Services" means Earl support team.
f. "Hot Fix(es)" means a single fix in one of the specific functional areas that Is critical to Customer (e.g.,
Customers production has stopped) Earl will send the Hot Fix to Customer as soon as Earl completes a
technical feasibility assessment. With the Hot Fix, Earl will deliver documentation that will clearly identify
the technical problems addressed and any limitations. Esri will conduct limited testing on Hot Fixes before
providing them to Customer. Esri will incorporate Hot Fixes into subsequent service packs. Hot Fixes do
not provide new functionality. Hot Fixes will only function with the associated Earl product type and
release.
g. "Patch(es)" means a single fix (see Hot Flx(es]) or a set of related fixes that are In a specific functional
area of the Earl product and will apply to multiple Earl customers. Once a Patch is released, It will be
Incorporated Into a subsequent service pack release. Earl conducts limited testing on Patches before
providing them to customers. Patches do not provide new functionality. Patches will only function with the
associated Esri product type and release.
h. "Premium LAC" means up to two (2) Individuals selected by Customer to report a PSS Case and worts
directly with the TAM.
J10044 Page 1 of 5 October 31, 2019
I. "PSS Case(s)" means a Case that is opened as or elevated to PSS and/or SEPSS via Customer request
or technical support's elevation process.
j. "Qualifying Product(s)" means Ead's unmodified Products or products that were modified by Esri or
under Earl's direction and are eligible for some or all of the Mainlenance benefits licensed to Customer
subject to the terms and conditions of the License Agreement signed by Earl and Customer.
k. "Self -Paced E -Learning" means a collection of self -paced learning resources for the ArcGIS Platform,
accessible from the Earl Training website.
I "Software Updates" means a collection of files that enhance or correct a Qualifying Product and that will
be available for Customer to download during the Maintenance term.
m. "TAM" means the Technical Account Manager who will be the primary point of contact for the
coordination and escalatlon of PSS Cases.
ARTICLE 2—PAYMENT, EXPIRATION, RENEWAL, AND REINSTATEMENT
2.1 Payment. Esrt will automatically provide Maintenance for the first twelve (12) consecutive months from the
licensed date of Qualifying Products. All Maintenance and any Support Program(s) may be purchased in advance,
with payment terms of net thirty (30) days, unless otherwise agreed to in another agreement between Customer
and Earl. Customer may issue a purchase order for its initial Support Program order at any time during a
Maintenance term.
2.2 Term Expiration. Esri will send Customer a notice of expiration one hundred twenty (120) days before the
term expires. Earl will issue a quote ninety (90) days before the expiration date ("Renewal Quote"). The Renewal
Quote will be sent via email or fax and provide Customer with a breakdown of the Products licensed and
additional Support Program(s) due to expire and the associated fees to renew. If Earl does not receive a purchase
order or payment prior to the expiration date, Earl will notify Customer that the term has expired. Earl will continue
to provide standard technical support for an additional thirty (30) days, but Customer will no longer receive
Software Updates released after the Maintenance term's expiration or have access to Support Program(s). If
Customer does not reinstate Maintenance within thirty (30) days after the expiration date, Customer will no longer
receive technical support. All other Maintenance benefits and Support Progrem(s) will end with the expiration of
the Maintenance term.
2.3 Prorating Renewal Terms. If Customer has acquired multiple Qualifying Products throughout the course of a
year, Earl will provide a single Renewal Quote with prorated fees and a common renewal term for all Qualifying
Products and Support Program(s) (if applicable). The common renewal term will start on the earliest of the
Qualifying Products' renewal dates.
2.4 Reinstatement Fee for Past Due Renewals. Earl will reinstate Maintenance and Support Progrem(s) (if
applicable) if Customer sends a purchase order or payment within thirty (30) days of the expiration date. If
Customer does not renew Maintenance within thirty (30) days of the expiration date but at a later date wants to
reinstate Maintenance, Maintenance fees will include the Maintenance fees that Customer would have paid since
the expiration date. Renewal Maintenance and Support Program(s) will be reinstated at the then -current pricing.
ARTICLE 3—ESRI USER CONFERENCE REGISTRATION; SELF -PACED E -LEARNING
3.1 Earl User Conference Registration. During the Maintenance term, Customer may be eligible for
complimentary registrations to attend the Earl User Conference, Unless otherwise agreed to In writing by Earl and
Customer, Customer's eligibility will be dependent on the license type(s) and quantity of Qualifying Products.
Customer may purchase additional registrations. Customer must submit a registration form for each individual
attending the conference. Earl User Conference registrations are assigned In the order received and aro
nontransferable.
3.2 Self -Paced E -Learning. During the Maintenance term, Customers will receive access to Self -Paced E -
Learning. Each individual must have an Esri account, a broadband Internet connection, and must be an
employee, agent, consultant, or contractor of Customer. For education accounts, individuals may include
registered students.
J10044 Page 2 of 5 October 31. 2019
ARTICLE 4—TECHNICAL SUPPORT
4.1 Scope of Technical Support. During the Maintenance term, Qualifying Products will receive the level of
technical support corresponding to the respective life cycle phase. Information on the Qualifying Product life cycle
phase and the ArcGIS Product Life Cycle Support Policy can be found at
blip.Ilsi,glaorl.esr,.cainro„Ico,ti nnre]citt�tlifecycles. Esri does not provide technical support for (a) sample
applications; (b) patches received outside of a life cycle; or (c) third -party software, hardware, graphics cards,
monitors, plotters, graphics printers, digltizers, modems, or similar peripherals that are not provided by Esri.
However, Esri does answer questions about how to interface Earl products with supported devices.
4.2 Authorized Callers. Customer may designate a limited number of Authorized Callers per Qualifying Product.
Customer may replace Authorized Callers at any time by notifying Esri Support Services or through the My Earl
site. If Customer has an enterprise agreement, site license agreement, or paid Support Program(s) subscription
with Earl, Authorized Callers will be identified by name In the corresponding agreement or documentation.
4.3 Telephone, Chat, and Web Form. If Customer needs help with a technical issue, Authorized Caller may
contact Earl by phone, chat, or web form.
a. By Telephone. Each technical support request will be logged as a Case. After a Case is logged, the caller
will be connected to a technical specialist who will be dedicated to work on the technical issue. If a
technical specialist is unavailable, the Case will be placed In a dispatch queue for the next available
technical specialist.
b. By Chet. To initiate a chat consultation, click the Chet with an Analyst button at
NUI LEs )porl.esrs comlew/webfoi in_ chnt. Chat -based requests can only be made during Eari Support
Services operating' hours, listed In Article 9 below. Each technical support request will be logged as a
Case. After a Case Is logged, Authorized Caller will be connected to a technical specialist. If a technical
specialist is unavailable, Authorized Caller can opt to receive an small notification when the next technical
specialist is available.
c. By Web Form. Authorized Caller may request technical support by completing an online web form
available at lit Iwilsupor1.e-sri.co,n/e11/wehfnrrn. Requests made through this channel are received twenty-
four (24) hours a day, seven (7) days a week, but are logged and assigned to a technical specia€1st the
next business day. Esri will respond on a first come, first served basis. All Cases reported by web form
are given the same priority and level of attention as those reported by telephone.
4.4 Earl Online Support Center and My Earl. Earl has created a self-help support webelte center for Authorized
Caller to submit technical issues; chat with technical specialists; track technical support Cases through the Esrl
Customer Care portal; and view technical articles, updated product documentation, blogs, links to forums, and
technology announcements. The Esrl Support website can be found at h�:llgtlp ss a,l esri coni. My Earl can be
found at Itlips limy ttsr� ra,1�.
4.6 Technical Support Case Reporting/Logging. For most Qualifying Products, Authorized Caller may contact
Earl as many times as needed. All requests for technical support must contain detailed information about the
technical issue. Authorized Caller must be prepared to provide as much of the following information as possible:
N The Ead Customer Number
The phone number and email address
where Authorized Caller can be reached
The version of the software and operating
system in use
• The database In use, If applicable
• The Earl Global ID
• A description of what Customer was doing when
the problem occurred
The exact wording of any error messages that
appear on the screen
• Any steps taken to resolve the problem
4.6 Standard Technical Support Response Time. Esri will respond to a technical support request during Esri
Support Services operating hours. Earl will make commercially reasonable efforts to respond and provide status
updates to Authorized Caller according to the severity level of the technical issue as shown in the table below.
Authorized Caller may request that the technical specialist change a technical issue severity level, but requests for
critical- and high -severity, levels must be made via telephone.
J10044 Page 3 of 5 October 31, 2019
- --
Severity
--
Criteria
Response -
Time
--
Status Update
Critical
Causes a severe impact to business
Six (6)
Earl will provide status every business
operations (e.g., critical business
business
day until closure of the Case.
processes are disabled)
hours
• No workaround available__
_
High
Causes a noncritical impact to
Elght (t3)
_
Esri will provide status every business
business operations (e.g., significant
business
day until closure of the Case.
degradation of quality or handling of
hours
data)
No stable workaround available
Causes a minor impact to business
Two (2)
Earl will provide status every three (3)
Medium
operations
business
business days until closure of the
days
Case.
Routine
Causes little or no impact to
Two (2)
Earl will provide status every flue (5)
business operations
business
business days until closure of the
— —
days
Case.
4.7 Resolution Time. After the Technical Support Case is logged, Earl will use commercially reasonable efforts to
provide corrections to a technical Issue or supply a workaround. While it is Eari's goal to provide an acceptable
resolution to technical issues, Esri cannot guarantee that all technical Issues can be fixed or resolved.
ARTICLE 5—PREMIUM SUPPORT SERVICES (US CUSTOMERS ONLY)
Customers current on Maintenance may purchase PSS on an annual basis coterminous with Maintenance or
SEPSS In blocks of one (1) month, three (3) months, six (6) months. Upon payment of PSS or SEPSS, Customer
will receive all benefits described for In Article 4 above and addltlonally receive () access to a designated TAM,
(ii) the ability for Premium LAC to convert a Case into a PSS Case at any time, (ill) priority Case management,
(iv) request support cases 24 hours a day, 365 days a year, and (v) additional enhanced support and services.
6.1 Technical Account Manager. Esri will assign a TAM to Customer to work directly with Premium LAC to
oversee open Cases.
a. TAM will (1) become familiar with Customer's geographic information system (GIS) software architecture
and infrastructure; (ii) verify that all open PSS Cases are prioritized above Cases opened under
Maintenance; (III) work closely with Premium LAC and Earl senior support analyst toward the resolution of
all open PSS Cases; (iv) provide Premium LAC with a daily status update on all PSS Cases or as agreed
to by TAM and Customer; and (v) make reasonable efforts to be available from 5:00 a.m. to 5:00 p.m.
(Paclfic time), Monday through Friday, except on Earl holidays.
b. Earl may replace TAM with another TAM of similar skill and background, by written notice to Customer,
c. All communications will be conducted In the English language unless by written agreement of both
parties.
5.2 Priority Case Management. Cases reported by Premium LAC and converted to a PSS Case will be given
priority handling after the initial Case is created and documented (excluding chat Cases).
5.3 PSSISEPSS Response Tlme. In addition to the response rimes outlined in Article 4.6, Esri will make
commercially reasonable efforts to call or send an emali response within one (1) business hour of receipt of a new
PSS Case, regardless of its severity level. Esri will provide a status report every business day until closure of the
PSS Case.
ARTICLE "ORTH AMERICA REGULATED INDUSTRIES SUPPORT (US CUSTOMERS ONLY)
Customers current on Maintenance may purchase NORUS on an annual basis that is coterminous with
Maintenance. Upon payment of NORUS, Customers will receive technical support from technical specialists who
J10044 Page 4 of 5 October 31, 2019
are confirmed US citizens located in the US and who will be the only technical specialists able to access Cases
and Customer date created or collected by NORUS technical specialists.
ARTICLE 7 --AFTER HOURS SUPPORT (US CUSTOMERS ONLY)
Customers current on Maintenance may purchase After Hours Support on an annual basis that is coterminous
with Maintenance. upon payment of After Hours Support Customer will receive all benefits described In Article 4
above and the abiNly to request a support case 24 hours a day, 365 days a year. Esri will make commercially
reasonable efforts to call or send an small response within one (1) business hour of receipt of a new Case,
regardless of its severity level.
ARTICLE B --CONFIDENTIALITY
All data, conversations, and Cases are confidential in nature. Earl will treat all Cases (including PSS Cases) as
confidential, using the same degree of care, but no less than reasonable care, as Esri uses to protect As own
confidential information of a similar nature. Within ninety (90) days of closing a Case. Esri will delete or destroy ell
information provided within a Case, unless otherwise requested by Licensee in writing. This obligation to delete or
destroy excludes information retained in backup media or other archival records maintained in the ordinary course
of business that are not readity accessible by Esri personnel, or Information retained for future review by Eari's
development team.
ARTICLE 9 --CONTACTING ESRI
Esri Support Services
Web: is :I! •ti I t. srr.com1
Tel.: 909-783-3774
Toll -Free Phone: 888-377A675, extension 2
Support Web Form: Villus ninuft esmye- rtwowwdbfom
MyEsri: blip limy esn,corn
Chat: blip_ ll ygW Sri. om1 nwa torn Il lmt
Esri Corporate Offices
Tel.: 909-793-2853
Fax: 909-793.5953
Email: ii F(nCq�esri coni
Earl Customer Service
Tel.: 888-377-4575, extension 5
Email: service (f esri.0 m
Web: hl x/tse-vice. ri. am
Operating Hours: 5;00 a.m. to 5:00 p.m. (Pack time), Monday through Friday, except Earl holidays.
J10044 Page 5 of 5 October 31, 2019
RESOLUTION NO. 2021-53
A RESOLUTION OF THE LODI CITY COUNCIL AUTHORIZING THE
CITY MANAGER TO EXECUTE ANNUAL EXTENSION OF ENTERPRISE
ADVANTAGE PROGRAM (EEAP) AGREEMENT WITH ENVIRONMENTAL
SYSTEMS RESEARCH INSTITUTE, INC. (ESRI), OF REDLANDS, FOR
GEOGRAPHIC INFORMATION SYSTEM (GIS) INTEGRATION SERVICES; AND
AUTHORIZING THE ELECTRIC UTILITY DIRECTOR TO PURCHASE ADDITIONAL
SUPPORT SERVICE CREDITS, IF NEEDED, TO CONTINUE ADVANCING LODI
ELECTRIC UTILITY'S GIS ADOPTION AND INTEGRATION EFFORTS
WHEREAS, Lodi Electric Utility (LEU) is continuing to modernize various workflows and
to organize more records and data electronically; seeking better efficiencies, tracking, reporting,
analysis, and decision making capabilities; and
WHEREAS, the City currently licenses ESRI's GIS software, with various departments at
different points in their system build -outs; and
WHEREAS, LEU is currently undergoing efforts toward launching its GIS
implementation; however, extension of outside services are needed to provide the technical
skillset and resources to guide and accelerate LEU's efforts; and
WHEREAS, the proposed EEAP extension with ESRI provides for various additional
technical services, including consulting, training, and support; and
WHEREAS, the deliverables will include continuous efforts to utilize existing databases
and maps to build out the electrical system, create and improve upon data structures and
feature classes, as well as begin third -party software integration within the ESRI platform,
including but not limited to Tyler Munis, Milsoft, and more; and
WHEREAS, while the implementation of ESRI GIS has started, the EEAP requires
annual extensions based on necessary work performed and still needed, until such services are
no longer required; and
WHEREAS, the terms and conditions currently in place under the City's existing Small
Enterprise Agreement with ESRI, dated January 1, 2020, approved by Resolution No. 2019-
245, would govern this EEAP extension; and
WHEREAS, LEU is currently utilizing ESRI services under the EEAP, yielding ESRI
familiarity with LEU's efforts to date; and LEU believes that ESRI has the best combination of
expertise and qualifications to continue providing these needed technical consulting services;
and
WHEREAS, per Lodi Municipal Code, Section 3.20.075, computer consulting services
are exempt from public bidding and advertising requirements.
NOW, THEREFORE, BE IT RESOLVED that the Lodi City Council does hereby
authorize the City Manager to execute an annual extension of the Enterprise Advantage
Program (EEAP) Agreement with Environmental Systems Research Institute, Inc. (ESRI), of
Redlands, California, for Geographic Information System (GIS) Integration Services in an
amount not to exceed $95,400; and
BE IT FURTHER RESOLVED that the Lodi City Council does hereby authorize the
Electric Utility Director to purchase additional support service credits in an amount not to exceed
$60,000, if needed, to continue advancing LEU's GIS adoption and integration efforts; and
BE IT FURTHER RESOLVED, pursuant to Section 6.3q of the City Council Protocol
Manual (Res. No. 2019-223), the City Attorney is hereby authorized to make minor revisions to
the above -referenced document(s) that do not alter the compensation or term, and to make
clerical corrections as necessary.
Dated: March 3, 2021
I hereby certify that Resolution No. 2021-53 was passed and adopted by the City
Council of the City of Lodi in a regular meeting held March 3, 2021 by the following votes:
AYES: COUNCIL MEMBERS — Chandler, Hothi, Khan, Kuehne, and
Mayor Nakanishi
NOES: COUNCIL MEMBERS — None
ABSENT: COUNCIL MEMBERS — None
ABSTAIN: COUNCIL MEMBERS — None
JENNIFE CUSMIR
City Clerk