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HomeMy WebLinkAboutESRI Small Enterprise 2019 Esri Use Only: Cust. Name �, s«EnrCE PO## r i W8ERE` Esri Agreement# SMALL ENTERPRISE AGREEMENT COUNTY AND MUNICIPALITY GOVERNMENT (E214-3) This Agreement is by and between the organization identified in the Quotation ("Customer") and Environmental Systems Research Institute, Inc. ("Esri"). This Agreement sets forth the terms for Customer's use of Products and incorporates by reference (i) the Quotation and (ii) the Master Agreement. Should there be any conflict between the terms and conditions of the documents that comprise this Agreement, the order of precedence for the documents shall be as follows: (i) the Quotation, (ii)this Agreement, and (iii)the Master Agreement. This Agreement shall be governed by and construed in accordance with the laws of the state in which Customer is located without reference to conflict of laws principles, and the United States of America federal law shall govern in matters of intellectual property. The modifications and additional rights granted in this Agreement apply only to the Products listed in Table A. Table A List of Products Uncapped Quantities Developer Tools Desktop Software and Extensions (Single Use) ArcGIS Engine ArcGIS Desktop Advanced ArcGIS Engine Extensions: ArcGIS 3D Analyst, ArcGIS Desktop Standard ArcGIS Spatial Analyst, 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) 250 ArcGIS Online Viewers ArcGIS Enterprise Extensions: ArcGIS 3D Analyst, 250 ArcGIS Online Creators ArcGIS Spatial Analyst, ArcGIS Geostatistical 37,500 ArcGIS Online Service Credits Analyst, ArcGIS Network Analyst, ArcGIS 250 ArcGIS Enterprise Creators Schematics, ArcGIS Workflow Manager 5 Insights for ArcGIS for use with ArcGIS Enterprise 5 Insights for ArcGIS for use with ArcGIS Online Enterprise Additional Capability 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 EnterprisQTraining Package) * Maintenance is not provided for these items RECEIVED **Additional sets of backup media may be purchased for a fee JAN 0 7 2020 Page 1 of 6 CITY CLERK r ?FacrF Customer may accept this Agreement by signing and returning the whole Agreement with (i) the Quotation attached, (ii) a purchase order, or(iii) another document that matches the Quotation and references this Agreement("Ordering Document"). ADDITIONAL OR CONFLICTING TERMS IN CUSTOMER'S PURCHASE ORDER OR OTHER DOCUMENT WILL NOT APPLY,AND THE TERMS OF THIS AGREEMENT WILL GOVERN.This Agreement is effective as of the date of Esri's receipt of an Ordering Document, unless otherwise agreed to by the parties ("Effective Date"). Term of Agreement: Three (3) years This Agreement supersedes any previous agreements, proposals, presentations, understandings, and arrangements between the parties relating to the licensing of the Products. Except as provided in Article 4— Product Updates, no modifications can be made to this Agreement. Accepted and Agreed: bshkosk (Customer) By: Authorized Signature Printed Name: O" ''- 4- ,e0'1/0 -(IC Title: CI t..9 1la"al .- Date: /q 1 1 0 1 �, ` CUSTOMER CONTACT INFORMATION nn Contact: tth'•4' oi,y e wwr\n Telephone: q Zc9 - Z3t, - S148 Address: PbpbfsbA l l31D Fax: q Lc) —2 3 G - Sl 3'i City, State, Postal Code: OS►.koS1. 1.J1 514 O! E-mail: -Fneumatan@ C t.osi‘kask•wt•u5 Country: V S A Quotation Number(if applicable): Page 2 of 6 March 15,2019 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 third-party computers or remove Software or http://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-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 March 15,2019 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 Help Desk individuals by written notice to http://support.esri.com/en/content/productlifecycl Esri. es. Updates for Products in the mature and retired phases may not be available. Customer b. Tier 2 Support 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 Products. from Tier 1 Help Desk. 2. Tier 2 Support will review all information collected by and received from the Tier 1 5.0—MAINTENANCE 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 3. Tier 2 Support may request that Tier 1 Help Support Program document(found at Desk individuals provide verification of http://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. 4. 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 6.0-ENDORSEMENT AND PUBLICITY 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 8.2 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 7.0-ADMINISTRATIVE REQUIREMENTS 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 a. 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 b. The following information will be included in services from the OEM partners' application or service. each Ordering Document: 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. 9.0-MERGERS, ACQUISITIONS, OR DIVESTITURES 8.0-ORDERING, ADMINISTRATIVE If Customer is a commercial entity, Customer will notify Esri in writing in the event of(i) a PROCEDURES, DELIVERY, AND consolidation, merger, or reorganization of Customer DEPLOYMENT 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. b. 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 federal ID number is 95-2775-732. sale of a portion of Customer's organization, that invoice. Esri's 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. 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 March 15,2019