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Home My WebLink AboutEnvironmental Systems Research Institute, Inc. (ESRI) 2018-01-10esri® 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: 01/10/2018 To: 04/10/2018 (:&(A- ,tree i7Ig.,1�% Quotation # 20521499 Date: January 10, 2018 Customer # 281771 Contract # City of Ukiah Information Technology Dept 411 Clay St Ukiah, CA 95482 ATTENTION: Jarod Thiele PHONE: (707) 463-6755 FAX: (707) 463-6204 Material Qty Description 110035 1 110035 1 110035 1 Populations of 0 to 25,000 Small Government Term Enterprise License Agreement- Year 1 Populations of 0 to 25,000 Small Government Term Enterprise License Agreement- Year 2 Populations of 0 to 25,000 Small Government Term Enterprise License Agreement- Year 3 Unit Price 25,000.00 25,000.00 25,000.00 Total 25,000.00 25,000.00 25,000.00 Item Total: 75,000.00 Subtotal: Sales Tax: Estimated Shipping & Handling(2 Day Delivery) : Contract Pricing Adjust: 75,000.00 0.00 0.00 0.00 Total: $75,000.00 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: Elizabeth Stowe Email: estowe@esri.com Phone: (909) 793-2853 x5313 The items on this quotation are subject to and governed by the terms of this quotation and of your signed agreement with Esri, if applicable, and the most current product specific scope of use document found at http://www.esri.com/—/media/Files/Pdfs/legal/pdfs/e300.pdf. If no such agreement covers any item, then Esri's standard terms and conditions, and current product specific scope of use, found at http://www.esri.com/legal/software-license 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. Acceptance of this quotation is limited to the terms of this quotation. State and local government entities in California or Maryland buying under the State Contract are also subject to the terms and conditions found at http://www.esri.com/legal/supplemental- terms-and-conditions. 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. All terms of this quotation will be incorporated into and become part of any additional agreement regarding Esri's offerings. 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 Environmental Systems Research Institute, Inc. (Esri). Delivery is FOB Origin. If sending remittance, please address to: Esri, P.O. Box 741076, Los Angeles, CA 90074-1076 STOWEE This offer is limited to the terms and conditions incorporated and attached herein. esri® 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: 01/10/2018 To: 04/10/2018 Ceu M9. t,« Quotation # 20521499 Date: January 10, 2018 Customer # 281771 Contract # City of Ukiah Information Technology Dept 411 Clay St Ukiah, CA 95482 ATTENTION: Jarod Thiele PHONE: (707) 463-6755 FAX: (707) 463-6204 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. SiofALihorizefrRepresentative Date e 5c,,-..., t 4w—V: .oMn (4 Name ease Print) J C ti -VA 0- ,r Title The quotation information is proprietary and may not be copied or released other than for the express purpose of system selection and purchaseAicense. This information may not be given to outside parties or used for any other purpose without consent from Environmental Systems Research Institute. Inc. (Esn). 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 pnor 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 junsdiction. 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: Elizabeth Stowe Email: estowe@esri.com Phone: (909) 793-2853 x5313 The items on this quotation are subject to and governed by the terms of this quotation and of your signed agreement with Esri, if applicable, and the most current product specific scope of use document found at http://www.esri.com/-/media/Files/Pdfs/legal/pdfs/e300.pdf. If no such agreement covers any item, then Esri's standard terms and conditions, and current product specific scope of use, found at http://www.esri.com/legal/software-license 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. Acceptance of this quotation is limited to the terms of this quotation. State and local government entities in California or Maryland buying under the State Contract are also subject to the terms and conditions found at http://www.esri.com/legal/supplemental- terms-and-conditions. 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. All terms of this quotation will be incorporated into and become part of any additional agreement regarding Esri's offerings. 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 Environmental Systems Research Institute, Inc. (Esri). Delivery is FOB Origin. If sending remittance, please address to: Esri, P.O. Box 741076, Los Angeles, CA 90074-1076 STOWEE This offer is limited to the terms and conditions incorporated and attached herein. esn Esri Use Only: Cust. Name Cust. # PO # Esri Agreement # Esri, 380 New York St., Redlands, CA92373-8100 USA • TEL 909-793-2853 • FAX 909-793-5953 SMALL ENTERPRISE AGREEMENT COUNTY AND MUNICIPALITY GOVERNMENT (E214-1) 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 Ouantities Desktop Software 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, ArcGIS Network Analyst, ArcGIS Schematics, ArcGIS Workflow Manager, ArcGIS Data Reviewer Enterprise Software and Extensions ArcGIS Enterprise and Workgroup (Advanced and Standard) ArcGIS Enterprise Extensions: ArcGIS 3D Analyst, ArcGIS Spatial Analyst, ArcGIS Geostatistical Analyst, ArcGIS Network Analyst, ArcGIS Schematics, ArcGIS Workflow Manager Enterprise Optional Servers ArcGIS Image Server Developer Tools ArcGIS Engine ArcGIS Engine Extensions: ArcGIS 3D Analyst, ArcGIS Spatial Analyst, ArcGIS Engine Geodatabase Update, ArcGIS Network Analyst, ArcGIS Schematics ArcGIS Runtime (Standard) ArcGIS Runtime Analysis Extension Limited Quantities One (1) Professional subscription to ArcGIS Developer* Two (2) Esri CityEngine Advanced Single Use Licenses 50 Level 1 ArcGIS Online Named Users 50 Level 2 ArcGIS Online Named Users 10,000 ArcGIS Online Service Credits 50 Level 1 ArcGIS Enterprise Named Users 50 Level 2 ArcGIS Enterprise Named Users 2 Insights for ArcGIS Enterprise OTHER BENEFITS Number of Esri User Conference registrations provided annually 2 Number of Tier 1 Help Desk individuals authorized to call Esri 2 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 5 09/01/2017 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: Cid r� T 1L,\ (Customer) a I...By: , A orized Si ture Printed Name: <<I� 5 o- d1 3 , c.. r cs ,M Title: C- -` _/ V•n.,,...ye_ r - Date: l " -)5 i``, CUSTOMER CONTACT INFORMATION Contact: Telephone: Address: Fax: City, State, Postal Code: E-mail: Country: Quotation Number (if applicable): Page 2 of 5 09/01/2017 esrim January 10, 2018 Mr. Jarod Thiele City of Ukiah 411 Clay St Ukiah, CA 95482 Dear Jarod, The Esri Small Municipal and County Government Enterprise Agreement (EA) 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 EA for the term ofthe agreement. The EA 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 agreement. An EA 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 EA. • If your organization wishes to acquire and/or maintain any Esri software during the term of the agreement that is not included in the EA, 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 wi 11 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 EA who may directly contact Esri for Tier 2 technical support. • The organization will provide an annual report of installed Esri software to Esri. • Esri software and updates that the organization is licensed to use will be automatically available for downloading. 380 New York Street 909 793 2853 esri.com Redlands, California 92373-8100 USA info@esri.com • The fee and benefits offered in this EA proposal are contingent upon your acceptance of Esri's Small Municipal and County Government EA terms and conditions. ■ Licenses are valid for the term of the EA. 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 EA offer: 1. Sign and return the EA contract with a Purchase Order or issue a Purchase Order that references this EA 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 EA, 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 EA, identify the central point of contact/agreement administrator. The agreement administrator is the party 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 Attn: Customer Service SG -EA 380 New York Street Redlands, CA 92373-8100 e-mail: service@esri.com fax documents to: 909-307-3083 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, Elizabeth Stowe Small Government EA 1.0—ADDITIONAL DEFINITIONS In addition to the definitions provided in the Master Agreement, the following definitions apply to this Agreement: "Deploy", "Deployed" and "Deployment" mean to redistribute and install the Products and related Authorization Codes within Customer's organization(s). "Fee" means the fee set forth in the Quotation. "Case" means a failure of the Software or Online Services to operate according to the Documentation where such failure substantially impacts operational or functional performance. "Master Agreement" means the applicable master agreement for Esri Products incorporated by this reference that is (i) found at http://www.esri.com/legal/software-license and available in the installation process requiring acceptance by electronic acknowledgment or (ii) a signed Esri master agreement or license agreement that supersedes such electronically acknowledged master agreement. "Maintenance" means Tier 2 Support, Product updates, and Product patches provided to Customer during the Term of Agreement. "Product(s)" means the products identified in Table A— List of Products and any updates to the list Esri provides in writing. "Quotation" means the offer letter and quotation provided separately to Customer. "Technical Support" means the technical assistance for attempting resolution of a reported Case through error correction, patches, hot fixes, workarounds, replacement deliveries, or any other type of Product corrections or modifications. "Tier 1 Help Desk" means Customer's point of contact(s) to provide all Tier 1 Support within Customer's organization(s). "Tier 1 Support" means the Technical Support provided by the Tier 1 Help Desk. "Tier 2 Support" means the Esri Technical Support provided to the Tier 1 Help Desk when a Case cannot be resolved through Tier 1 Support. 2.0—ADDITIONAL GRANT OF LICENSE 2.1 Grant of License. Subject to the terms and conditions of this Agreement, Esri grants to Customer a personal, nonexclusive, nontransferable license solely to use, copy, and Deploy quantities of the Products listed in Table A—List of Products for the Term of Agreement (i) for the applicable Fee and (ii) in accordance with the Master Agreement. 2.2 Consultant Access. Esri grants Customer the right to permit Customer's consultants or contractors to use the Products exclusively for Customer's benefit. Customer will be solely responsible for compliance by consultants and contractors with this Agreement and will ensure that the consultant or contractor discontinues use of Products upon completion of work for Customer. Access to or use of Products by consultants or contractors not exclusively for Customer's benefit is prohibited. Customer may not permit its consultants or contractors to install Software or Data on consultant, contractor, or third - party computers or remove Software or Data from Customer locations, except for the purpose of hosting the Software or Data on Contractor servers for the benefit of Customer. 3.0—TERM, TERMINATION, AND EXPIRATION 3.1 Term. This Agreement and all licenses hereunder will commence on the Effective Date and continue for the duration identified in the Term of Agreement, unless this Agreement is terminated earlier as provided herein. Customer is only authorized to use Products during the Term of Agreement. For an Agreement with a limited term, Esri does not grant Customer an indefinite or a perpetual license to Products. 3.2 No Use upon Agreement Expiration or Termination. All Product licenses, all Maintenance, and Esri User Conference registrations terminate upon expiration or termination of this Agreement. 3.3 Termination for a Material Breach. Either party may terminate this Agreement for a material breach by the other party. The breaching party will have thirty (30) days from the date of written notice to cure any material breach. 3.4 Termination for Lack of Funds. For an Agreement with government or government-owned entities, either party may terminate this Agreement before any subsequent year if Customer is unable to secure funding through the legislative or governing body's approval process. 3.5 Follow-on Term. If the parties enter into another agreement substantially similar to this Agreement for an additional term, the effective date of the follow-on Page 3 of 5 09/01/2017 agreement will be the day after the expiration date of this Agreement. 4.O—PRODUCT UPDATES 4.1 Future Updates. Esri reserves the right to update the list of Products in Table A—List of Products by providing written notice to Customer. Customer may continue to use all Products that have been Deployed, but support and upgrades for deleted items may not be available. As new Products are incorporated into the standard program, they will be offered to Customer via written notice for incorporation into the Products schedule at no additional charge. Customer's use of new or updated Products requires Customer to adhere to applicable additional or revised terms and conditions in the Master Agreement. 4.2 Product Life Cycle. During the Term of Agreement, some Products may be retired or may no longer be available to Deploy in the identified quantities. Maintenance will be subject to the individual Product Life Cycle Support Status and Product Life Cycle Support Policy, which can be found at http://support.esri.com/en/content /productlifecycles. Updates for Products in the mature and retired phases may not be available. Customer may continue to use Products already Deployed, but Customer will not be able to Deploy retired Products. 5.O—MAINTENANCE The Fee includes standard maintenance benefits during the Term of Agreement as specified in the most current applicable Esri Maintenance and Support Program document (found at http://www.esri.com/legal). At Esri's sole discretion, Esri may make patches, hot fixes, or updates available for download. No Software other than the defined Products will receive Maintenance. Customer may acquire maintenance for other Software outside this Agreement. a. Tier 1 Support 1. Customer will provide Tier 1 Support through the Tier 1 Help Desk to all Customer's authorized users. 2. The Tier 1 Help Desk will be fully trained in the Products. 3. At a minimum, Tier 1 Support will include those activities that assist the user in resolving how-to and operational questions as well as questions on installation and troubleshooting procedures. b. 4. The Tier 1 Help Desk will be the initial point of contact for all questions and reporting of a Case. The Tier 1 Help Desk will obtain a full description of each reported Case and the system configuration from the user. This may include obtaining any customizations, code samples, or data involved in the Case. 5. If the Tier 1 Help Desk cannot resolve the Case, an authorized Tier 1 Help Desk individual may contact Tier 2 Support. The Tier 1 Help Desk will provide support in such a way as to minimize repeat calls and make solutions to problems available to Customer's organization. 6. Tier 1 Help Desk individuals are the only individuals authorized to contact Tier 2 Support. Customer may change the Tier 1 Help Desk individuals by written notice to Esri. Tier 2 Support 1. Tier 2 Support will log the calls received from Tier 1 Help Desk. 2. Tier 2 Support will review all information collected by and received from the Tier 1 Help Desk including preliminary documented troubleshooting provided by the Tier 1 Help Desk when Tier 2 Support is required. 3. Tier 2 Support may request that Tier 1 Help Desk individuals provide verification of information, additional information, or answers to additional questions to supplement any preliminary information gathering or troubleshooting performed by Tier 1 Help Desk. 4. Tier 2 Support will attempt to resolve the Case submitted by Tier 1 Help Desk. 5. When the Case is resolved, Tier 2 Support will communicate the information to Tier 1 Help Desk, and Tier 1 Help Desk will disseminate the resolution to the user(s). 6.0—ENDORSEMENT AND PUBLICITY This Agreement will not be construed or interpreted as an exclusive dealings agreement or Customer's endorsement of Products. Either party may publicize the existence of this Agreement. Page 4 of 5 09/01/2017 7.0—ADMINISTRATIVE REQUIREMENTS 7.1 OEM Licenses. Under Esri's OEM or Solution OEM programs, OEM partners are authorized to embed or bundle portions of Esri products and services with their application or service. OEM partners' business model, licensing terms and conditions, and pricing are independent of this Agreement. Customer will not seek any discount from the OEM partner or Esri based on the availability of Products under this Agreement. Customer will not decouple Esri products or services from the OEM partners' application or service. 7.2 Annual Report of Deployments. At each anniversary date and ninety (90) calendar days prior to the expiration of this Agreement, Customer will provide Esri with a written report detailing all Deployments. Upon request, Customer will provide records sufficient to verify the accuracy of the annual report. 8.0—ORDERING, ADMINISTRATIVE PROCEDURES, DELIVERY, AND DEPLOYMENT 8.1 Orders, Delivery, and Deployment a. Upon the Effective Date, Esri will invoice Customer and provide Authorization Codes to activate the nondestructive copy protection program that enables Customer to download, operate, or allow access to the Products. If this is a multi-year Agreement, Esri may invoice the Fee before the annual anniversary date for each year. b. Undisputed invoices will be due and payable within thirty (30) calendar days from the date of invoice. Esri's federal ID number is 95-2775-732. c. If requested, Esri will ship backup media to the ship - to address identified on the Ordering Document, FOB Destination, with shipping charges prepaid. Customer acknowledges that should sales or use taxes become due as a result of any shipments of tangible media, Esri has a right to invoice and Customer will pay any such sales or use tax associated with the receipt of tangible media. 8.2 Order Requirements. Esri does not require Customer to issue a purchase order. Customer may submit a purchase order in accordance with its own process requirements, provided that if Customer issues a purchase order, Customer will submit its initial purchase order on the Effective Date. If this is a multi-year Agreement, Customer will submit subsequent purchase orders to Esri at least thirty (30) calendar days before the annual anniversary date for each year. a. All orders pertaining to this Agreement will be processed through Customer's centralized point of contact. b. The following information will be included in each Ordering Document: (1) Customer name; Esri customer number, if known; and bill -to and ship -to addresses (2) Order number (3) Applicable annual payment due 9.0—MERGERS, ACQUISITIONS, OR DIVESTITURES If Customer is a commercial entity, Customer will notify Esri in writing in the event of (i) a consolidation, merger, or reorganization of Customer with or into another corporation or entity; (ii) Customer's acquisition of another entity; or (iii) a transfer or sale of all or part of Customer's organization (subsections i, ii, and iii, collectively referred to as "Ownership Change"). There will be no decrease in Fee as a result of any Ownership Change. 9.1 If an Ownership Change increases the cumulative program count beyond the maximum level for this Agreement, Esri reserves the right to increase the Fee or terminate this Agreement and the parties will negotiate a new agreement. 9.2 If an Ownership Change results in transfer or sale of a portion of Customer's organization, that portion of Customer's organization will transfer the Products to Customer or uninstall, remove, and destroy all copies of the Products. 9.3 This Agreement may not be assigned to a successor entity as a result of an Ownership Change unless approved by Esri in writing in advance. If the assignment to the new entity is not approved, Customer will require any successor entity to uninstall, remove, and destroy the Products. This Agreement will terminate upon such Ownership Change. Page 5 of 5 09/01/2017