R2018-223 2018-11-12 RESOLUTION NO. R2018-223
A Resolution of the City Council of the City of Pearland, Texas, renewing a
Software Maintenance Contract with Environmental Systems Research
Institute("ESRI"), in the amount of$262,500.00,for support of the Geographic
Information System ("GIS").
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PEARLAND, TEXAS:
Section 1. That the City previously awarded a contract for software maintenance
services associated with ESRI.
Section 2. That the ESRI Software maintenance contract will renew for the period of
January 10, 2019 through January 9, 2022.
Section 3. That the City Manager or his designee is hereby authorized to renew a
Software Maintenance Contract with ESRI, including the Maintenance Cost Schedule, a copy of
which is attached hereto as Exhibit "A".
PASSED, APPROVED and ADOPTED this the 12th day of November, A.D., 2018.
ti
oYh u�
TOM REID
MAYOR
ATTEST:
off: •••
YANG e T C 7:0.7
Y SE'-ETARY" " •••
APPROVED AS TO FORM:
DARRIN M. COKER
CITY ATTORNEY
Exhibit A
•
t ,® Quotation # 20537990
' Date: October 3, 2018
Environmental Systems Research Institute, Inc. Customer#143306 Contract#
380 New York St
Redlands, CA 92373=8100 City of Pearland
Phone: 909-793-2853 Fax: 909-307-3049 GIS Dept
DUNS Number: 06-313-4175 CAGE Code: OAMS3 3519 Liberty Dr
Pearland,TX 77581
To expedite your order,please attach a copy of
this quotation to your purchase order. ATTENTION: Michael Masters
Quote is valid from: 10/03/2018 To:01/01/2019 PHONE: 281-652-1693
FAX: (281)652-1706
Material Qty Description Unit Price Total
149390 1 Populations of 100,001 to 125,000 Small Government Term Enterprise 75,000.00 75,000.00
License Agreement-YEAR 1
157511 500 Small Enterprise Agreement Public Safety Level 2 ArcGIS Online Named 0.00 - 0.00
User in Continually Staffed Environment License-YEAR 1
159864 1 ArcGIS GeoEvent Server Populations of 100,001 to 125,000 Small 8,000.00 8,000.00
Government Term Enterprise License Agreement=YEAR 1
151823 3 Drone2Map for ArcGIS Online Term License. -YEAR 1 1,500.00 - 4,500.00.
149390 1 Populations of 100,001.to 125,000 Small Government Term Enterprise 75,000:00 - . 75,000.00
License Agreement-YEAR 2
157511 500 Small Enterprise Agreement Public Safety Level 2 ArcGIS Online Named 0.00 0.00
User in Continually Staffed Environment License-YEAR 2
159864 1 ArcGIS GeoEvent Server Populations of 100,001 to.125,000 Small 8,000.00 8,000.00
Government Term Enterprise License Agreement,-YEAR 2
151823 3 Drone2Map for ArcGIS Online Term License-YEAR 2 1,500.00 4,500.00
149390 1 Populations of 100,001 to 125,000 Small Government Term Enterprise 75,000.00 75,000.00
License Agreement-YEAR 3
157511 500 Small Enterprise Agreement Public Safety Level 2 ArcGIS Online Named 0.00 0.00
User in Continually Staffed Environment License-YEAR 3
159864 1 . ArcGIS GeoEvent Server Populations of 100,001 to 125,000 Small 8,000.00 8,000.00
Government Term Enterprise License Agreement-YEAR 3
151823 3 Drone2Map for ArcGIS Online Term License-YEAR 3 . 1,500.00 4,500.00
Item Total: 262,500.00
Subtotal: 262,5.00.00
Sales Tax: 0.00
Estimated Shipping&Handling(2 Day Delivery): 0.00
• Contract Pricing Adjust: 0.00
Total: $262,500.00
Esri may charge a fee to cover expenses related to any customer requirement to use a proprietary vendor management,procurement,or invoice program.
For questions contact: Nicholas Popovich Email: npopovich@esri.com Phone: (713)401-0658 x5804
The items on this quotation are subject to and governed by the terms of this quotation,the most current product specific scope of use document found
at https://assets.esri.com/content/dam/esrisites/media/legal/product-specific-terms-of-use/e300.pdf,and your applicable signed agreement with Esri.if
no such agreement covers any item quoted,then Esri's standard terms and conditions found at
https://assets.esri.com/cont'ent/dam/esrisites/media/legal/ma-full/ma-full.pdf apply to your purchase of that item.Federal government entities and
government prime contractors authorized under FAR 51.1 may purchase under the terms of Esri's GSA Federal Supply Schedule..Supplemental terms
and conditions found at https://www.esri.com/en-us/legal/terms/state-supplemental apply to some state and local government purchases.All terms of
this quotation will be incorporated into and become part of any additional agreement regarding Esri's offerings.Acceptance of this quotation is limited to
the terms of this quotation.Esri objects to and expressly rejects any different or additional terms contained in any purchase order,offer,or confirmation
sent to or to be sent by buyer.Unless prohibited by law,the quotation information is confidential and may not be copied or released other than for the
express purpose of system selection and purchase/license.The information may not be given to outside parties or used for any other purpose without
consent from Esri.Delivery is FOB Origin. •
If sending remittance, please address to:Esri, P.O..Box 741076, Los Angeles, CA 90074-1076
POPOVICHN This offer.is limited to the terms and conditions incorporated and attached herein.
•
•
®esri
� � Quotation # 20537990
"nom 1.Y
Date: October 3, 2018
Environmental Systems Research Institute, Inc. Customer#143306 Contract#
380 New York St
Redlands, CA 92373=8100 City of Pearland
Phone: 909-793-2853 Fax: 909-307-3049 GIS Dept
DUNS Number: 06-313-4175 CAGE Code: OAMS3 3519 Liberty Dr
Pearland, TX 77581 .
To expedite your order,please attach a copy of
this quotation to your purchase order. ATTENTION: Michael Masters
Quote is valid from: 10/03/2018 To:01/01/2019 PHONE: 281-652-1693
FAX: (281)652-1706 •
•
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: Nicholas Popovich Email: npopovich@esri.com Phone: (713)401-0658 x5804
The items on this quotation are subject to and governed by the terms of this quotation,the most current product specific scope of use document found
at https://assets.esri.com/content/dam/esrisites/media/legal/product-specific-terms-of-use/e300.pdf,and your applicable signed agreement with Esri.If
no such agreement covers any item quoted,then Esri's standard terms and conditions found at
https://assets.esri.com/content/dam/esrisites/media/legal/ma-full/ma-full.pdf apply to your purchase of that item:Federal government entities and
government prime contractors authorized under FAR 51.1 may purchase under the terms of Esri's GSA Federal Supply Schedule.Supplemental terms
and conditions found at https://www.esri.com/en-us/legal/terms/state-supplemental apply to some state and local government purchases.All terms of
this quotation will be incorporated into and become part of any additional agreement regarding Esri's offerings.Acceptance of this quotation is limited to
the terms of this quotation.Esri objects to and expressly rejects any different or additional terms'contained in any purchase order,offer,or confirmation
sent to or to be sent by buyer.Unless prohibited by law,the quotation information is confidential and may not be copied or released other than for the
express purpose of system selection and purchase/license.The.information,may not be given to outside parties or used for any other purpose without 1
consent from Esri.Delivery is FOB Origin.
If sending remittance, please address to:Esri, P.O. Box 741076, Los Angeles, CA 90074-1076
POPOVICHN This offer is limited to the terms and conditions incorporated and attached herein.
•
ori
esri" Quotation # 20537990
Date: October 3, 2018
•
Environmental Systems Research Institute, Inc. Customer#143306 . Contract#
380 New York St
Redlands, CA 92373-8100 City of Pearland
Phone: 909-793-2853 Fax: 909-307-3049 GIS Dept
DUNS Number: 06-313-4175 CAGE Code: 0AMS3 • 3519 Liberty Dr
Pearland, TX 77581 •
To expedite your order,please attach a copy of ATTENTION: Michael Masters
this quotation to your purchase order.
Quote is valid from: 10/03/2018 To:01/01/2019 PHONE: 281-652-1693
FAX: (281) 652-1706
If you have made ANY alterations to the line items included in this quote and have chosen to sign the quote to indicate your acceptance,you must fax
Esri the signed quote in its entirety in order for the quote to be accepted.You will be contacted by your Customer Service Representative if additional
information is required to complete your request.
If your organization is a US Federal,state,or local government agency;an educational facility;or a company that will not pay an invoice without having
issued a formal purchase order,a signed quotation will not be accepted unless it is accompanied by your purchase order.
In order to expedite processing,please reference the quotation number and any/all applicable Esri contract number(s)(e.g.MPA,ELA,SmartBuy,GSA,
BPA)on your ordering document.
BY SIGNING BELOW,YOU CONFIRM THAT YOU ARE AUTHORIZED TO OBLIGATE FUNDS FOR YOUR ORGANIZATION,AND YOU ARE AUTHORIZING
ESRI TO ISSUE AN INVOICE FOR THE ITEMS INCLUDED IN THE ABOVE QUOTE IN THE AMOUNT OF$ ,PLUS SALES TAXES IF
APPLICABLE.DO NOT USE THIS FORM IF YOUR ORGANIZATION WILL NOT HONOR AND PAY ESRI'S INVOICE WITHOUT ADDITIONAL AUTHORIZING
PAPERWORK.
Please check one of the following:
I agree to pay any applicable sales tax.
I am tax exempt,please contact me if exempt information is not currently on file with Esri.
•
Signature of Authorized Representative Date
Name(Please Print)
Title
The quotation information is proprietary and may not be copied or released other than for the express purpose of system selection and purchase/license.This information may not be given to outside
parties or used for any other purpose without consent from Environmental Systems Research Institute,Inc.(Esri).
Any estimated sales and/or use tax reflected on this quote has been calculated as of the date of this quotation and is merely provided as a convenience for your organization's budgetary purposes.Esri
reserves the right to adjust and collect sales and/or use tax at the actual date of invoicing.If your organization is tax exempt or pays state tax directly,then prior to invoicing,your organization must
provide Esri with a copy of a current tax exemption certificate issued by your state's taxing authority for the given jurisdiction.
Esri may charge a fee to cover expenses related to any customer requirement to use a proprietary vendor management,procurement,or invoice program.
For questions contact: Nicholas Popovich Email: npopovich@esri.com Phone: (713)401-0658 x5804
The items on this quotation are subject to and governed by the terms of this quotation,the most current product specific scope of use document found
at https://assets.esri.com/content/dam/esrisites/media/legal/product-specific-terms-of-use/e300.pdf,and your applicable signed agreement with Esri.If
no such agreement covers any item quoted,then Esri's standard terms and conditions found at
https://assets.esri.com/content/dam/esrisites/media/legal/ma-full/ma-full.pdf apply to your purchase of that item.Federal government entities and
government prime contractors authorized under FAR 51.1 may purchase under the terms of Esri's GSA Federal Supply Schedule.Supplemental terms
and conditions found at https://www.esri.com/en-us/legal/terms/state-supplemental apply to some state and local government purchases.All terms of
this quotation will be incorporated into and become part of any additional agreement regarding Esri's offerings.Acceptance of this quotation is limited to
the terms of this quotation.Esri objects to and expressly rejects any different or additional terms contained in any purchase order,offer,or confirmation
sent to or to be sent by buyer.Unless prohibited by law,the quotation information is confidential and may not be copied or released other than for the
express purpose of system selection and purchase/license.The information may not be given to outside parties or used for any other purpose without
consent from Esri.Delivery is FOB Origin.
If sending remittance, please address to:Esri, P.O. Box 741076, Los Angeles, CA 90074-1076
POPOVICHN This offer is limited to the terms and conditions incorporated and attached herein.
Esri Use Only:
Cust.Name •
THE
CUSt.# 4:411:t.‘
NEN"
Esri Agreement#
SMALL ENTERPRISE AGREEMENT
COUNTY AND MUNICIPALITY GOVERNMENT
(E214-4)
This Agreement is by and between the organization identified in the Quotation ("Customer") and Environmental
Systems Research Institute, Inc. ("Esri").
This Agreement sets forth the terms for Customer's use of Products and incorporates by reference (i)the
Quotation and (ii)the Master Agreement. Should there be any conflict between the terms and conditions of the
documents that comprise this Agreement, the order of precedence for the documents shall be as follows: (i)the
Quotation, (ii)this Agreement, and (iii)the Master Agreement.This Agreement shall be governed by and
construed in accordance with the laws of the state in which Customer is located without reference to conflict of
laws principles, and the United States of America federal law shall govern in matters of intellectual property.The
modifications and additional rights granted in this Agreement apply only to the Products listed in Table A.
Table A
List of Products
Uncapped Quantities Developer Tools
Desktop Software and Extensions (Single Use) ArcGIS Engine
ArcGIS Desktop Advanced ArcGIS Engine Extensions: ArcGIS 3D Analyst,
ArcGIS Desktop Standard ArcGIS Spatial Analys , ArcGIS Engine Geodatabase
ArcGIS Desktop Basic Update,ArcGIS Network Analyst, ArcGIS Schematics
ArcGIS Desktop Extensions:ArcGIS 3D Analyst, ArcGIS Runtime (Standard)
ArcGIS Spatial Analyst, ArcGIS Geostatistical ArcGIS Runtime Analysis Extension
Analyst,ArcGIS Publisher, ArcGIS Network
Analyst,ArcGIS Schematics, ArcGIS Workflow Limited Quantities
Manager,ArcGIS Data Reviewer One (1) Professional subscription to ArcGIS
Developer*
Enterprise Software and Extensions Two (2) Esri CityEngine Advanced Single Use
ArcGIS Enterprise and Workgroup Licenses
(Advanced and Standard) 500 Level 1 ArcGIS Online Named Users
ArcGIS Enterprise Extensions: ArcGIS 3D Analyst, 500 Level 2 ArcGIS Online Named Users
ArcGIS Spatial Analyst, ArcGIS Geostatistical 62,500 ArcGIS Online Service Credits
Analyst, ArcGIS Network Analyst,ArcGIS 500 Level 2 ArcGIS Enterprise Named Users
Schematics, ArcGIS Workflow Manager 7 Insights for ArcGIS for use with ArcGIS Enterprise
Enterprise Optional Servers
ArcGIS Image Server
OTHER BENEFITS
Number of Esri User Conference registrations provided annually 4
Number of Tier 1 Help Desk individuals authorized to call Esri 4
Maximum number of sets of backup media, if requested** 2
Self-Paced e-Learning Uncapped
Five percent(5%) discount on all individual commercially available instructor-led training classes at Esri
facilities purchased outside this Agreement(Discount does not apply to Small Enterprise Training Package)
*Maintenance is not provided for these items
**Additional sets of backup media may be purchased for a fee
Page 1 of 6 January 26,2018
Customer may accept this Agreement by signing and returning the whole Agreement with a signed sales
quotation, purchase order, or other document that matches the Quotation and references this Agreement
("Ordering Document").ADDITIONAL OR CONFLICTING TERMS IN CUSTOMER'S ORDERING DOCUMENT
WILL NOT APPLY, AND THE TERMS OF THIS AGREEMENT WILL GOVERN.This Agreement is effective as
of the date of Esri's receipt of Customer's Ordering Document incorporating this Agreement by reference, unless
otherwise agreed to by the parties ("Effective Date").
Term of Agreement: Three(3) years
This Agreement supersedes any previous agreements, proposals, presentations, understandings, and
arrangements between the parties relating to the licensing of the Products. Except as provided in Article 4—
Product Updates, no modifications can be made to this Agreement.
•
Accepted and Agreed:
Ms(7-6,4€._S �- C ire F ' .gzfr -(Customer)'
By:
Autho"ed ."'nature
Printed Name: /7/24.-- PIA'S 1 if
Title: Crt 7/,74
Date: •
CUSTOMER CONTACT INFORMATION (�
Contact:fw�ice 74745 1 S' Telephone:
/
Address: 3 571 !5'( ' b i . Fax: C
•
City, State, Postal Code:- �
, . E-mai rr V -c'a`t" (ek-ejP ,
Country: VS t
Quotation Number(if applicable):
Page 2 of 6 January 26,-2018
Page 9 of 14
1.0—ADDITIONAL DEFINITIONS 2.0-ADDITIONAL GRANT OF LICENSE
In addition to the definitions provided in the Master 2.1 Grant of License. Subject to the terms and
Agreement,the following definitions apply to this conditions of this Agreement, Esri grants to
Agreement: Customer a personal, nonexclusive,
nontransferable license solely to use, copy, and
"Case" means a failure of the Software or Online Deploy quantities of the Products listed in
Services to operate according to the Documentation Table A—List of Products for the Term of
where such failure substantially impacts operational Agreement(i)for the applicable Fee and (ii) in
or functional performance. accordance with the Master Agreement.
"Deploy", "Deployed"and "Deployment"mean to 2.2 Consultant Access. Esri grants Customer the
redistribute and install the Products and related right to permit Customer's consultants or
Authorization Codes within Customer's contractors to use the Products exclusively for
organization(s). Customer's benefit. Customer will be solely
responsible for compliance by consultants and
"Fee" means the fee set forth in the Quotation. contractors with this Agreement and will ensure
that the consultant or contractor discontinues
"Maintenance" means Tier 2 Support, Product use of Products upon completion of work for
updates, and Product patches provided to Customer Customer. Access to or use of Products by
during the Term of Agreement. consultants or contractors not exclusively for
Customer's benefit is prohibited. Customer may
"Master Agreement" means the applicable master not permit its consultants or contractors to install
agreement for Esri Products incorporated by this Software or Data on consultant, contractor, or
reference that is (i)found at http://www.esri.com third-party computers or remove Software or
/legal/software-license and available in the Data from Customer locations, except for the
installation process requiring acceptance by purpose of hosting the Software or Data on
electronic acknowledgment or(ii) a signed Esri Contractor servers for the benefit of Customer.
master agreement or license agreement that
supersedes such electronically acknowledged
master agreement. 3.0-TERM,TERMINATION,AND EXPIRATION
"Product(s)" means the products identified in 3.1 Term.This Agreement and all licenses
Table A—List of Products and any updates to the list hereunder will commence on the Effective Date
Esri provides in writing. and continue for the duration identified in the
Term of Agreement, unless this Agreement is
"Quotation" means the offer letter and quotation terminated earlier as provided herein. Customer
provided separately to Customer. is only authorized to use Products during the
Term of Agreement. For an Agreement with a
"Technical Support" means the technical limited term, Esri does not grant Customer an
assistance for attempting resolution of a reported indefinite or a perpetual license to Products.
Case through error correction, patches, hot fixes,
workarounds, replacement deliveries, or any other 3.2 No Use upon Agreement Expiration or
type of Product corrections or modifications. Termination.All Product licenses, all
Maintenance, and Esri User Conference
"Tier 1 Help Desk" means Customer's point of registrations terminate upon expiration or
contact(s)to provide all Tier 1 Support within termination of this Agreement.
Customer's organization(s).
3.3 Termination for a Material Breach. Either party
"Tier 1 Support" means the Technical Support may terminate this Agreement for a material
provided by the Tier 1 Help Desk. breach by the other party.The breaching party
will have thirty(30) days from the date of written
"Tier 2 Support" means the Esri Technical Support notice to cure any material breach.
provided to the Tier 1 Help Desk when a Case
cannot be resolved through Tier 1 Support. 3.4 Termination for Lack of Funds. For an
Agreement with government or government-
owned entities, either party may terminate this
Agreement before any subsequent year if
Page 3 of 6 January 26,2018
Customer is unable to secure funding through a. Tier 1 Support
the legislative or governing body's approval
process. 1. Customer will provide Tier 1 Support
through the Tier 1 Help Desk to all
3.5 Follow-on Term. If the parties enter into Customer's authorized users.
another agreement substantially similar to this
Agreement for an additional term, the effective 2. The Tier 1 Help Desk will be fully trained in
date of the follow-on agreement will be the day the Products.
after the expiration date of this Agreement.
3. At a minimum, Tier 1 Support will include
those activities that assist the user in
4.0—PRODUCT UPDATES resolving how-to and operational questions
as well as questions on installation and
4.1 Future Updates. Esri reserves the right to troubleshooting procedures.
update the list of Products in Table A—List of
Products by providing written notice to 4. The Tier 1 Help Desk will be the initial point
Customer. Customer may continue to use all of contact for all questions and reporting of a
Products that have been Deployed, but support Case.The Tier 1 Help Desk will obtain a full
and upgrades for deleted items may not be description of each reported Case and the
available.As new Products are incorporated into system configuration from the user.This
the standard program, they will be offered to may include obtaining any customizations,
Customer via written notice for incorporation into code samples, or data involved in the Case.
the Products schedule at no additional charge.
Customer's use of new or updated Products 5. If the Tier 1 Help Desk cannot resolve the
requires Customer to adhere to applicable Case, an authorized Tier 1 Help Desk
additional or revised terms and conditions in the individual may contact Tier 2 Support.The
Master Agreement. Tier 1 Help Desk will provide support in such
a way as to minimize repeat calls and make
4.2 Product Life Cycle. During the Term of solutions to problems available to
Agreement, some Products may be retired or Customer's organization.
may no longer be available to Deploy in the
identified quantities. Maintenance will be subject 6. Tier 1 Help Desk individuals are the only
to the individual Product Life Cycle Support individuals authorized to contact Tier 2
Status and Product Life Cycle Support Policy, Support. Customer may change the Tier 1
which can be found at http://support.esri.com/en Help Desk individuals by written notice to
/content/productlifecycles. Updates for Products Esri.
in the mature and retired phases may not be
available. Customer may continue to use b. Tier 2 Support
Products already Deployed, but Customer will
not be able to Deploy retired Products. 1. Tier 2 Support will log the calls received
from Tier 1 Help Desk.
5.0—MAINTENANCE 2. Tier 2 Support will review all information
collected by and received from the Tier 1
Help Desk including preliminary documented
The Fee includes standard maintenance benefits troubleshooting provided by the Tier 1 Help
during the Term of Agreement as specified in the Desk when Tier 2 Support is required.
most current applicable Esri Maintenance and
Support Program document(found at 3. Tier 2 Support may request that Tier 1 Help
http://www.esri.com/legal).At Esri's sole discretion, Desk individuals provide verification of
Esri may make patches, hot fixes, or updates information, additional information, or
available for download. No Software other than the answers to additional questions to
defined Products will receive Maintenance. supplement any preliminary information
Customer may acquire maintenance for other gathering or troubleshooting performed by
Software outside this Agreement. Tier 1 Help Desk.
4. Tier 2 Support will attempt to resolve the
Case submitted by Tier 1 Help Desk.
Page 4 of 6 January 26,2018
5. When the Case is resolved, Tier 2 Support Document, FOB Destination,with shipping
will communicate the information to Tier 1 charges prepaid. Customer acknowledges that
Help Desk, and Tier 1 Help Desk will should sales or use taxes become due as a
disseminate the resolution to the user(s). result of any shipments of tangible media, Esri
has a right to invoice and Customer will pay any
such sales or use tax associated with the receipt
6.0-ENDORSEMENT AND PUBLICITY of tangible media.
This Agreement will not be construed or interpreted 8.2 Order Requirements. Esri does not require
as an exclusive dealings agreement or Customer's Customer to issue a purchase order. Customer
endorsement of Products. Either party may publicize may submit a purchase order in accordance with
the existence of this Agreement. its own process requirements, provided that if
Customer issues a purchase order, Customer
will submit its initial purchase order on the
7.0-ADMINISTRATIVE REQUIREMENTS Effective Date. If this is a multi-year Agreement,
Customer will submit subsequent purchase
7.1 OEM Licenses. Under Esri's OEM or Solution orders to Esri at least thirty (30)calendar days
OEM programs, OEM partners are authorized to before the annual anniversary date for each
embed or bundle portions of Esri products and year.
services with their application or service. OEM
partners' business model, licensing terms and a. All orders pertaining to this Agreement will be
conditions, and pricing are independent of this processed through Customer's centralized point
Agreement. Customer will not seek any discount of contact.
from the OEM partner or Esri based on the b. The following information will be included in
availability.of Products under this Agreement. each Ordering Document:
Customer will not decouple Esri products or
services from the OEM partners' application or (1) Customer name; Esri customer number, if
service. known; and bill-to and ship-to addresses
(2) Order number
7.2 Annual Report of Deployments.At each (3) Applicable annual payment due
anniversary date and ninety(90) calendar days
prior to the expiration of this Agreement,
Customer will provide Esri with a written report 9.0-MERGERS,ACQUISITIONS,OR
detailing all Deployments. Upon request, DIVESTITURES
' Customer will provide records sufficient to verify
• the accuracy of the annual report. If Customer is a commercial entity, Customer will
notify Esri in writing in the event of(i) a
consolidation, merger, or reorganization of Customer
8.0-ORDERING,ADMINISTRATIVE with or into another corporation or entity;
(ii)Customer's acquisition of another entity; or(iii) a
PROCEDURES, DELIVERY,AND transfer or sale of all or part of Customer's
DEPLOYMENT organization (subsections i, ii, and iii, collectively
referred to as "Ownership Change"). There will be
8.1 Orders, Delivery, and Deployment no decrease in Fee as a result of any Ownership
Change.
a. Upon the Effective Date, Esri will invoice
Customer and provide Authorization Codes to 9.1 If an Ownership Change increases the
activate the nondestructive copy protection cumulative program count beyond the maximum
program that enables Customer to download, level for this Agreement, Esri reserves the right
operate, or allow access to the Products. If this to increase the Fee or terminate this Agreement
is a multi-year Agreement, Esri may invoice the and the parties will negotiate a new agreement.
Feebefore the annual anniversary date for each
year. 9.2 If an Ownership Change results in transfer or
b. Undisputed invoices will be due and payable sale of a portion of Customer's organization,that
within thirty(30)calendar days from the date of portion of Customer's organization will transfer
invoice. Esri's federal ID number is 95-2775-732. the Products to Customer or uninstall, remove,
c. If requested, Esri will ship backup media to the and destroy all copies of the Products.
ship-to address identified on the Ordering
Page 5 of 6 January 26,2018
9.3 This Agreement may not be assigned to a
successor entity as a result of an Ownership
Change unless approved by Esri in writing in
advance. If the assignment to the new entity is
not approved, Customer will require any
successor entity to uninstall, remove, and
destroy the Products.This Agreement will
terminate upon such Ownership Change.
Page 6 of 6 January 26,2018
. Exhibit B
j « C
SIENCE
esrU. of
('‘,4! WHERE` •
SOLE SOURCE LETTER •
Environmental Systems Research Institute,Inc. (Esri)
380 New York Street
Redlands,CA 92373
Telephone: 909-793-2853,Ext. 1-1990
Email:jricks@.esri.com
DATE: May 24,2018
TO: To Whom It May Concern
•
FROM: Jackie Ricks, Esri Contracts and Legal Services
RE: Sole Source Justification for Enterprise Agreement(EA)
This letter confirms Esri,as owner and manufacturer, is the sole source provider of all U.S.
domestic Enterprise Agreements. While some products are available through value-added
resellers on a unit priced basis,Esri is the only source that can gran(a right to copy and deploy
products in an Enterprise Agreement.An EA is a bundled package for licensing software,
maintenance,and online services for redistribution within the organization. Esri products are •
provided with a special grant to copyand deploy specified quantities of capped items and
unlimited quantities of items without a cap, during the term of the EA.
If you have further questions,please feel free_to call me at our Contracts and Legal Services
Department at 909-793-2853,extension 1990.
. Sincerely, •
•
} i
•4
Jucki , Ricks
Contract Coordinator
:u{esri
Contracts Legal Services Dept.
• 380 New York Street •
• Redlands, CA 92373 . •
Voice 909.793.2853 Ext. 1-1990
Jri�:l;src�5ri,c ctrl?
•
J-5933-ELA/JR 5!2412018
. Esri 3940 Now York SL,Radlandr,,CA 02373-8100,USA.TEL 000-753-2853