3. 09/18/2019 Agreement GV�S COURTq c
Kevin Madok, CPA
Clerk of the Circuit Court& Comptroller— Monroe Count Florida
o p Y,
E cOVN
DATE: October 3, 2019
TO: Maria Guerra
IT Department
FROM: Pamela G. Hancock, D.C.
SUBJECT: September 18' BOCC Meeting
Attached is an electronic copy of the following item for your handling:
C9 Three year Contract extension with Environmental Systems Research Institute, Inc.
Small Municipal and County Government Enterprise License Agreement for Geographic
Information Systems software on an unlimited basis, plus software maintenance as provided in
quote # Q-39I789 utilizing Federal GSA pricing (Contract No. GS-35F-253CA) in the amount of
$150,000.00 for three years ($50,000.00 annually) to be paid by the following
Departments/Agencies: Planning- $30,000.00; Monroe County Property Appraisers Office-
$30,000.00; Monroe County Sheriffs Office- $I9,500.00; Engineering (Roads and Bridges
Department) - $30,000.00; Information Technology- $40,500.00.
Should you have any questions,please feel free to contact me at ext. 3130.
cc: County Attorney_
Finance
File
KEY WEST MARATHON PLANTATION KEY PK/ROTH BUILDING
500 Whitehead Street 3117 Overseas Highway 88820 Overseas Highway 50 High Point Road
Key West,Florida 33040 Marathon,Florida 33050 Plantation Key,Florida 33070 Plantation Key,Florida 33070
305-294-4641 305-289-6027 305-852-7145 305-852-7145
•
Gesno
July 10, 2019
Mr. Alan MacEachern
County of Monroe
1200 Truman Ave Ste 211
Key West, FL 33040
Dear Alan,
The Esri Small Municipal and County Government Enterprise License Agreement(ELA) is a three-year
agreement that will grant your organization access to Esri®term license software on an unlimited basis
including maintenance on all software offered through the ELA for the term of the agreement. The ELA
will be effective on the date executed and will require a firm,three-year commitment.
Based on Esri's work with several organizations similar to yours,we know there is significant potential to
apply geographic information system (GIS)technology in many operational and technical areas within
your organization. For this reason,we believe that your organization will greatly benefit from an
enterprise license agreement.
An ELA will provide your organization with numerous benefits including:
■ A lower cost per unit for licensed software
■ Substantially reduced administrative and procurement expenses
■ Maintenance on all Esri software deployed under this agreement
■ Complete flexibility to deploy software products when and where needed
The following business terms and conditions will apply:
■ All current departments,employees, and in-house contractors of the organization will be eligible
to use the software and services included in the ELA.
■ If your organization wishes to acquire and/or maintain any Esri software during the term of the
agreement that is not included in the ELA, it may do so separately at the Esri pricing that is
generally available for your organization for software and maintenance.
■ The organization will establish a single point of contact for orders and deliveries and will be
responsible for redistribution to eligible users.
■ The organization will establish a Tier 1 support center to field calls from internal users of Esri
software. The organization may designate individuals as specified in the ELA who may directly
contact Esri for Tier 2 technical support.
■ The organization will provide an annual report of installed Esri software to Esri.
380 New York Street 909 793 2853
Redlands,California 92373-8100 usa info@esri.com esri.com
■ Esri software and updates that the organization is licensed to use will be automatically available
for downloading.
■ The organization will act as an Esri reference site and will permit Esri to publicize its use of Esri
software and services.
■ The fee and benefits offered in this ELA proposal are contingent upon your acceptance of Esri's
Small Municipal and County Government ELA terms and conditions.
■ Licenses are valid for the term of the ELA.
This program offer is valid for 90 days. To complete the agreement within this time frame,please contact
me within the next seven days to work through any questions or concerns you may have. To expedite
your acceptance of this ELA offer:
1. Sign and return the signature page of the ELA with a Purchase Order or issue a Purchase
Order that references this ELA Quotation and includes the following statement on the face of the
Purchase Order: "THIS PURCHASE ORDER IS GOVERNED BY THE TERMS AND
CONDITIONS OF THE ESRI SMALL MUNICIPAL AND COUNTY GOVERNMENT
ELA,AND ADDITIONAL TERMS AND CONDITIONS IN THIS PURCHASE ORDER
WILL NOT APPLY." Have it signed by an authorized representative of the organization.
2. On the first page of the ELA, identify the central point of contact/agreement administrator. The
agreement administrator is the parry that will be the contact for management of the software,
administration issues, and general operations. Information should include name,title (if
applicable), address,phone number,and e-mail address.
3. In the purchase order, identify the "Ship to" and 'Bill to" information for your organization.
4. Send the purchase order and agreement to the address, email or fax noted below:
Esri e-mail: service@esri.com
Attn: Customer Service SG-ELA fax documents to: 909-307-3083
380 New York Street
Redlands, CA 92373-8100
I appreciate the opportunity to present you with this proposal, and I believe it will bring great benefits to
your organization.
Thank you very much for your consideration.
Best Regards,
Ben McCrary
Esri Account Manager
704-541-9810 ext. 1666
Small Government ELA 2
THE Quotation # Q-391789
e s r i SCIENCE
OF
GWHERE' Date: July 10, 2019
Environmental Systems Research Institute, Inc. Customer# 15220 Contract#
380 New York St
Redlands, CA 92373-8100 County of Monroe
Phone: (909)793-2853 Fax: (909)307-3049 Information Systems
DUNS Number: 06-313-4175 CAGE Code: OAMS3 1200 Truman Ave Ste 211
Key West, FL 33040
To expedite your order,please attach a copy of ATTENTION: Alan MacEachern
this quotation to your purchase order. PHONE: (305)453-8792
Quote is valid from: 711012019 To: 101812019 EMAIL: maceachern-alan@monroecounty-fl.gov
Material Qty Term Unit Price Total
168179 1 Year 1 $50,000.00 $50,000.00
2019- Populations of 50,001 to 100,000 Small Government Term Enterprise License Agreement
168179 1 Year 2 $50,000.00 $50,000.00
2020- Populations of 50,001 to 100,000 Small Government Term Enterprise License Agreement
168179 1 Year 3 $50,000.00 $50,000.00
2021 - Populations of 50,001 to 100,000 Small Government Term Enterprise License Agreement
Subtotal: $150,000.00
Sales Tax: $0.00
Estimated Shipping and Handling (2 Day Delivery): $0.00
Contract Price Adjust: $0.00
Total: $150,000.00
Esri may charge a fee to cover expenses related to any customer requirement to use a proprietary vendor management,procurement,or invoice program.
For questions contact: Email: Phone:
Ben McCrary bmccrary@esri.com 704-541-9810 ext. 1666 x1666
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:Hassets.esri.com/content/dam/esrisites/media/ieaal/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:Hao.esri.com/MAPS apply to your
purchase of that item. Federal government entities and government prime contractors authorized under FAR 51.1 may purchase under the terms of
Esri's GSA Federal Supply Schedule. Supplemental terms and conditions found at https://www.esri.com/en-us/legal/terms/state-supplemental apply
to some state and local government purchases.All terms of this quotation will be incorporated into and become part of any additional agreement
regarding Esri's offerings.Acceptance of this quotation is limited to the terms of this quotation. Esri objects to and expressly rejects any different
or additional terms contained in any purchase order,offer,or confirmation sent to or to be sent by buyer. Unless prohibited by law,the quotation
information is confidential and may not be copied or released other than for the express purpose of system selection and purchase/license.The
information may not be given to outside parties or used for any other purpose without consent from Esri. Delivery is FOB Origin.
MCCRARYB This offer is limited to the terms and conditions incorporated and attached herein.
THE Quotation # Q-391789
e s r i SCIENCE
OF
GWHERE' Date: July 10, 2019
Environmental Systems Research Institute, Inc. Customer# 15220 Contract#
380 New York St
Redlands, CA 92373-8100 County of Monroe
Phone: (909)793-2853 Fax: (909)307-3049 Information Systems
DUNS Number: 06-313-4175 CAGE Code: OAMS3 1200 Truman Ave Ste 211
Key West, FL 33040
To expedite your order,please attach a copy of ATTENTION: Alan MacEachern
this quotation to your purchase order. PHONE: (305)453-8792
Quote is valid from: 711012019 To: 101812019 EMAIL: maceachern-alan@monroecounty-fl.gov
The following items are optional items listed for your convenience.
These items are not included in the totals of this quotation.
Material Qty Unit Price Total
126959 4 $650.00 $2,600.00
Year 1 -SGEA Training Package-4 Days Instructor Led Training
126959 4 $650.00 $2,600.00
Year 2-SGEA Training Package-4 Days Instructor Led Training
126959 4 $650.00 $2,600.00
Year 3-SGEA Training Package-4 Days Instructor Led Training
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:
Ben McCrary bmccrary@esri.com 704-541-9810 ext. 1666 x1666
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:Hassets.esri.com/content/dam/esrisites/media/ieaal/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:Hao.esri.com/MAPS apply to your
purchase of that item. Federal government entities and government prime contractors authorized under FAR 51.1 may purchase under the terms of
Esri's GSA Federal Supply Schedule. Supplemental terms and conditions found at https://www.esri.com/en-us/legal/terms/state-supplemental apply
to some state and local government purchases.All terms of this quotation will be incorporated into and become part of any additional agreement
regarding Esri's offerings.Acceptance of this quotation is limited to the terms of this quotation. Esri objects to and expressly rejects any different
or additional terms contained in any purchase order,offer,or confirmation sent to or to be sent by buyer. Unless prohibited by law,the quotation
information is confidential and may not be copied or released other than for the express purpose of system selection and purchase/license.The
information may not be given to outside parties or used for any other purpose without consent from Esri. Delivery is FOB Origin.
MCCRARYB This offer is limited to the terms and conditions incorporated and attached herein.
THE Quotation # Q-391789
esrr OF
WHERE- Date:July 10,2019
Environmental Systems Research Institute,Inc. Customer#15220 Contract#
380 New York St
Redlands,CA 92373-8100 County of Monroe
Phone:(909)793-2853 Fax:(909)307-3049 Information Systems
DUNS Number.:06-313-4175 CAGE Code:OAMS3 1200 Truman Ave Ste 211
Key West, FL 33040
To expedite your order,please attach a copy of ATTENTION Alan MacEachern
this quotation to your purchase order. PHONE (305)453-8792
Quote is valid from:7/10/2019 To:101812019 EMAIL: maceachern-alan@monroecounty-ff.gov
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 anytall applicable Esri contract number(s)(e.g�MPA,ELA,SmartBuy,GSA,
SPA)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 tN 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.
X I am tax exempt,please contact me if exempt information is not currently on file with Esri.
4&e, October 2, 2019
Signature of Authorized Representative Date
Alan MacEachern
Name(Please Print)
Director, Information Technology
Title
The quotation information is proprietary and may riot.be copied or released other than for the express purpose of system selection and purchaseftense This iinlomhation may not be given to outside
parties a used for any other purpose wahoui consent from Environmental'Systerrls Research Institute anc IEsn)
Any estimated sales and/or use tax reReded on Ras quote has been Calculated as of the date of this quofatron and is merely provided as a convenience for you organizations budgetary purposes Esn
reserves the right io adjust and collect sales and/or use tax at the actual date of invoicing..Ir your organization is tax exempt or pays state tax directly then pia to invoicing,you organization must provide
Esn vnth a copy of a current tax exemption certrreare issued by your stwe's taxing authomy for the given jurisdiction
Esn may charge a fee to co^mr expertses related to any customer requirement to use a proprietary vendor m2l%agremam,.pmeurem*nt,or Ovorce program,
For questions contact: Email: Phone:
Ben McCrary bmccrary@esri.com 704-541-9810 ext. 1666 x1666
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 htips(lassets.esn.com.1contentldamlesnsit.es/med!allegal/product-specific terms,ot-usefe317p.pdf,and your applicable signed agreement
with Esri.It no such agreement covers any item quoted,then Esri's standard terms and conditions found at ttfts lfga.gsrii� ,_AP apply to your
purchase of that item.Federal govemmeni entities and government prime contractors authorized under FAR 51 e1 may purchase under the terms of
Esri's GSA Federal Supply Schedule.Supplemental terms and conditions found at l �4pf ing I r �f 2uppig ent]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.
MCCRARY13 This offer is limited to the terms and conditions incorporated and attached herein.
Eoh Use Only:
Cuet. Name
���^Cuoi.# � � � Op
PO# " es� � � WHexm~
Eori Agreement#____________
SMAI I EN7FEkl�'�ZUSEAGREEWEN7F
COUN I Y A M 1) M Ll MUCU1� A I U I Y G OV��E��R M M��E M I
(E214~3)
This Agreement is by and between the organization identified in the Quotation ("Customer")and Environmental
Systems Research Institute, Inc. (~Esri~).
This Agreement sets forth the terms for Customer's use of Products and incorporates by reference (i)the
Quotation and (ii)the Master Agreement. Should there be any conflict between the terms and conditions of the
documents that comprise this Agreement, the order of precedence for the documents shall be as follows: (i)the
Quotation, (ii)this Agreement, and (iii)the Master Agreement. This Agreement shall be governed by and
construed in accordance with the laws of the state in which Customer is located without reference to conflict of
laws principles, and the United States of America federal law shall govern in matters ofintellectual property. The
modifications and additional rights granted in this Agreement apply only tothe Products listed in Table A.
7FdWe A
I �st of I�IiroftGtS
Uncapped Quantities Developer Tools
Desktop Software and Extensions (Single Use) AruG|S Engine
AruG|S Desktop Advanced AruG|S Engine Extensions: AruG|S 3DAna|yot.
AruG|S Desktop Standard AruG|S Spatial Analyst, AruG|S EngineGeudatabaoe
AruG|S Desktop Basic Update, AruG|S Network Analyst, AruG|S Schematics
AruG|S Desktop Extensions: AruG|S3DAnalyst, AruG|S Runtime (Standard)
AruG|S Spatial Ana|yot, AruG|S GeuotaUoUua| AruG|S Runtime Analysis Extension
Ana|yet, AnoG|S Pub|ioher,AruG|S Network
Analyst, AnoG|S Schematics, AruG|SWorkflow Limited Quantities
Manager, AnoG|S Data Reviewer One (1) Professional subscription toAruG|S
Developer*
Enterprise Software and Extensions Two C2\ Eori CityEngineAdvanued Single Use
AruG|S Enterprise and VVorkgroup Licenses
(Advanced and Standard) 250AnoG|S Online Viewers
AruG|S Enterprise Extensions: AruG|S 3DAna|yot. 250AnoG|S Online Creators
AruG|S Spatial Analyst, AruG|S GeuotaUoUua| 37.500AruG|S Online Service Credits
Analyst, AnoG|S Network Analyst, AruG|S 25UAnoG|S Enterprise Creators
SuhemaUuo, AruG|S Workflow Manager 5 Insights forAruG|S for use with AruG|S Enterprise
5 Insights for AruG|S for use with AruG|SOnline
Enterprise Additional Capability Servers
AruG|S 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
I facilities purchased outside this Agreement (Discount does not apply to Small Enterprise Training Package)
° Maintenance is not provided for these items
"Additional sets ofbackup media may be purchased for afee
Page 1 of mamx 15.201e
Customer may accept this Agreement by signing and returning the whole Agreement with(i)the Quotation
attached,(ii)a purchase order, or(iii)another document that matches the Quotation and references this
Agreement("Ordering Document").ADDITIONAL OR CONFLICTING TERMS IN CUSTOMER'S PURCHASE
ORDER OR OTHER DOCUMENT WILL NOT APPLY,AND THE TERMS OF THIS AGREEMENT WILL
GOVERN.This Agreement is effective as of the date of Esri's receipt of an Ordering Document,unless otherwise
agreed to by the parties("Effective Date").
Term of Agreement:Three(3)years
This Agreement supersedes any previous agreements, p 'ii.. ',,esentations, understandings, and
arrangements between the parties relating to the Iicen_4 '- {"� '•:� . s. Except as provided in Article 4---
Product Updates, no modifications can be made to Al-,,.g y .-,,it, 4'
Accepted and Agreed: ft i , ; : KEVIN MADOK,CLERK
is yr,:a. / /
Monroe County •-;ard o tv Commissioner %_�'
(Customer °� ,,, ', .„ Deputy Clerk
I , - PnHy
Authoriz- Signature o. '
` . r;
Printed Name: Sylvia J. Murphy �r� c '
cir-Tl-z --1 p
Title: Mavor c 7= i c. Q
Date: A I $i I q ;% sme
2
CUSTOMER CONTACT INFORMATION
Alan MacEachern 305 453 8792
Contact: Telephone:
Address: 1200 Truman Ave. Suite 211 Fax: 305 295 5105
Key West, Fl 33040 hlan ov
City, State, Postal Code: E-mail: maceacern-a @monroecoun tY"fl.9
Country: USA
Quotation Number(if applicable):
(Environmental Systems Research Institute, Inc,)
�J r- MONROE COUNTY ATTORNEY
By: f AS TO F RM;
uthori ed Signatureatz1ZITD
ra � �CHRISE LIMBERT BARROWS
Printed Name: Timothy Brazeal ASSISTANT COUNTYRNEY
MINA Caorreti6Gerem Cetais DATE: 14
Title: 2
Date: !u car-
Date: r17 - 70, i O( 7
Page 2 of 6 March 15.201G
I e 0............. II:AI.YIILILIIIOIII IIL.. IIII' III.III IIIII IILIILIIIOIII e0............,A.AY IiIIIOIII IIL.. III IN IIL OIII cIII.III IIII.
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 third-party computers or remove Software or
httge//www.esri.com/legal/software-license and Data from Customer locations, except for the
available in the installation process requiring purpose of hosting the Software or Data on
acceptance by electronic acknowledgment or (ii) a Contractor servers for the benefit of Customer.
signed Esri master agreement or license agreement
that supersedes such electronically acknowledged
master agreement. 3.0............""'IIII""'IIIIIIII:III III W IIII""'IIIIIIII:III III IIIIII OIII IIIOIII W OIII III: IIIIIIIIIIII! IIC IIIIIC "IIC'IIIOIIIN
"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 March 15,2019
Customer is unable to secure funding through a 21eir '1 Suplpoiir't
the legislative or governing body's approval
process. 1 Customer will provide Tier 1 Support
through the Tier 1 Help Desk to all
2 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.
2 At a minimum, Tier 1 Support will include
those activities that assist the user in
.........................Illf° IIIIII: iC lll.. UIIC° IIC:A"IIC'llll i 1 resolving how—to and operational questions
as well as questions on installation and
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 ft 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
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 2 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 Help Desk individuals by written notice to
httpe//supp rt.esri.com/en/content/productlifecycl Esri.
Ls. Updates for Products in the mature and
retired phases may not be available. Customer Ib 21eir 2 Suplpoiir't
may continue to use Products already Deployed,
but Customer will not be able to Deploy retired 1 Tier 2 Support will log the calls received
from Tier 1 Help Desk.
Products.
2 Tier 2 Support will review all information
e „ collected by and received from the Tier 1
.............MAIN Ill Help Desk including preliminary documented
troubleshooting provided by the Tier 1 Help
The Fee includes standard maintenance benefits Desk when Tier 2 Support is required.
during the Term of Agreement as specified in the
most current applicable Esri Maintenance and 2 Tier 2 Support may request that Tier 1 Help
Support Program document (found at Desk individuals provide verification of
h!!pe//www.esri.com/legal). At Esri's sole discretion, information, additional information, or
Esri may make patches, hot fixes, or updates answers to additional questions to
available for download. No Software other than the supplement any preliminary information
defined Products will receive Maintenance. gathering or troubleshooting performed by
Customer may acquire maintenance for other Tier 1 Help Desk.
Software outside this Agreement.
Tier 2 Support will attempt to resolve the
Case submitted by Tier 1 Help Desk.
Page 4 of 6 March 15,2019
5 When the Case is resolved, Tier 2 Support c, If requested, Esri will ship backup media to the
will communicate the information to Tier 1 ship-to address identified on the Ordering
Help Desk, and Tier 1 Help Desk will Document, FOB Destination, with shipping
disseminate the resolution to the user(s). charges prepaid. Customer acknowledges that
should sales or use taxes become due as a
result of any shipments of tangible media, Esri
.............Illflllllll!IIIIII: 01113111111111i111I111 illy"IIC'AlIIIII: Illf° illlllltlll...JIICIII III"P has a right to invoice and Customer will pay any
such sales or use tax associated with the receipt
This Agreement will not be construed or interpreted of tangible media.
as an exclusive dealings agreement or Customer's
endorsement of Products. Either party may publicize 11 2 Order Requirements. Esri does not require
the existence of this Agreement. Customer to issue a purchase order. Customer
may submit a purchase order in accordance with
its own process requirements, provided that if
............. IIIIIIIII1113III IIIAIII IIIIIIIIIIIIi IllfllllllllliVilllllllllllllllilllIllllllllilll 1113 Customer issues a purchase order, Customer
will submit its initial purchase order on the
7.1 OEM Licenses. Under Esri's OEM or Solution Effective Date. If this is a multi-year Agreement,
OEM programs, OEM partners are authorized to Customer will submit subsequent purchase
embed or bundle portions of Esri products and orders to Esri at least thirty(30) calendar days
services with their application or service. OEM before the annual anniversary date for each
partners' business model, licensing terms and year.
conditions, and pricing are independent of this
Agreement. Customer will not seek any discount �� All orders pertaining to this Agreement will be
from the OEM partner or Esri based on the processed through Customer's centralized point
availability of Products under this Agreement. of contact.
Customer will not decouple Esri products or
services from the OEM partners' application or The following information will be included in
each Ordering Document:
service.
"7 2 Annual Report of Deployments.At each (1) Customer name; Esri customer number, if
anniversary date and ninety(90) calendar days known; and bill-to and ship-to addresses
prior to the expiration of this Agreement, (2) Order number
Customer will provide Esri with a written report (3) Applicable annual payment due
detailing all Deployments. Upon request,
Customer will provide records sufficient to verify
the accuracy of the annual report. e °°°°°°°°°°°°III IIIIIIIIIiIIl 2 lllllllllilll 3W AC,QuS1 iC'1110mS, OIII
IIIIIII i11""III""III""III"" �III' IIII i11
............. " IIIIII: lllllllllilllllllllw„ IIIIIIIIIIII3III IIIAIII IIIIIIIIIIIIi If Customer is a commercial entity, Customer will
1 IIII notify Esri in writing in the event of(i) a
MI11
11aRY, Al ll [
consolidation, merger, or reorganization of Customer
f lllllllllillllll...0111Illllllllilll III with or into another corporation or entity;
(ii) Customer's acquisition of another entity; or (iii) a
8.1 Orders, Delivery, and Deployment transfer or sale of all or part of Customer's
organization (subsections i, ii, and iii, collectively
a Upon the Effective Date, Esri will invoice referred to as"Ownership Change"). There will be
Customer and provide Authorization Codes to no decrease in Fee as a result of any Ownership
activate the nondestructive copy protection Change.
program that enables Customer to download,
operate, or allow access to the Products. If this 9.1 If an Ownership Change increases the
is a multi-year Agreement, Esri may invoice the cumulative program count beyond the maximum
Fee before the annual anniversary date for each level for this Agreement, Esri reserves the right
year. to increase the Fee or terminate this Agreement
and the parties will negotiate a new agreement.
�Ib Undisputed invoices will be due and payable
within thirty(30) calendar days from the date of 9 2 If an Ownership Change results in transfer or
invoice. Esri's federal ID number is 95-2775-732. sale of a portion of Customer's organization, that
portion of Customer's organization will transfer
Page 5 of 6 March 15,2019
the Products to Customer or uninstall, remove,
and destroy all copies of the Products.
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 March 15,2019