HomeMy WebLinkAboutItem 17 - GIS SoftwareMEMO TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL
FROM: BRUNO RUMBELOW, CITY MANAGER
MEETING DATE: OCTOBER 4, 2022
SUBJECT: APPROVAL TO RENEW SMALL GOVERNMENT ENTERPRISE
AGREEMENT FOR GEOGRAPHIC INFORMATION SOFTWARE
RECOMMENDATION: City Council to consider approval to renew an enterprise agreement for
geographic information system software with Esri, Inc. for the Information
Technology Department.
FUNDING SOURCE: Funds are available in the Utility Enterprise Fund for a total amount not to
exceed $55,000.
BACKGROUND: This request is to renew an enterprise license agreement to support the
software modules that operate as part of the City's Enterprise Geographic
Information System. Populations of 50,001 to 100,000 fall under the Small
Government Enterprise Agreement (SGEA) Program Level 3, which costs
a total of $55,000 per year. This contract will provide upgrades and
technical support to the system. Esri is the sole source provider of
maintenance for this software.
This procurement will be a sole source contract in accordance with Local
Government Code Chapter 252, Subchapter B, Section 252.022 (a) (7)
(A) as approved by City Council in October, 2006.
Staff recommends approval.
Subject:
Esri Inc
380 New York St
Redlands CA 92373-8118
Renewal Quotation
Date:
07/25/2022
To:
Betsi Chatham
Organization:
City of Grapevine
Information Technology Dept
Fax #:
Phone #: 817-410-3542
From:
Barbara Walker
Fax #:
909-307-3083 Phone #: + 19097932853 Ext. 3936
Email:
bwalker@esri.com
Number of pages transmitted
(including this cover sheet): 4
Quotation #26093316
Document Date: 07/25/2022
Please find the attached quotation for your forthcoming term. Keeping
your term current may entitle you to exclusive benefits, and if you choose
to discontinue your coverage, you will become ineligible for these valuable
benefits and services.
If your quote is regarding software maintenance renewal, visit the
following website for details regarding the maintenance program benefits
at your licensing level
http://www. esri.com/apps/products/maintenance/qualifying.cfm
All maintenance fees from the date of discontinuation will be due and
payable if you decide to reactivate your coverage at a later date.
Please note: Certain programs and license types may have varying
benefits. Complimentary User Conference registrations, software support,
and software and data updates are not included in all programs.
Customers who have multiple copies of certain Esri licenses may have the
option of supporting some of their licenses with secondary maintenance.
For information about the terms of use for Esri products as well as
purchase order terms and conditions, please visit
http://www. esri.com/legal/licensing/software-license.html
If you have any questions or need additional information, please contact
Customer Service at 888-377-4575 option 5.
•
Red esn
® New York St
Redlands, CA 92373-8118
Phone:+ 190979328533936
Fax #: 909-307-3083
Date: 07/25/2022
Quotation Number: 26093316
City of Grapevine
Information Technology Dept
GIS
200 S Main St
Grapevine TX 76051-5311
Attn: Betsi Chatham
Customer Number: 151289
For questions regarding this document, please contact Customer Service at 888-377-4575.
Item Qty Material#
Quotation
Contract Number: SMALL GOVT ELA US
Send Purchase Orders To:
Environmental Systems Research Institute, Inc.
380 New York Street
Redlands, CA 92373-8100
Attn: Barbara Walker
Please include the following remittance address
on your Purchase Order:
Environmental Systems Research Institute, Inc.
P.O. Box 741076
Los Angeles, CA 90074-1076
Unit Price Extended Price
Per the terms and conditions in your Esri Enterprise License Agreement, your organization is required to provide
an annual usage report. This report should detail all deployments made under this agreement for your previous
term, and should be provided to Esri as an Excel spreadsheet.
The annual usage report must include actual license counts by product, licensee, and location.
Please return your report via email to ea_usage_reports@esri.com.
Thank you in advance for your prompt attention to this matter.
10 1 168179 55,000.00 55,000.00
Populations of 50,001 to 100,000 Small Government Enterprise Agreement Annual Subscription
Start Date: 10/31 /2022
End Date: 10/30/2023
Item Subtotal 55,000.00
Estimated Tax 0.00
Total USD 55,000.00
DUNS/CEC:06-313-4175 CAGE:OAMS3
Quotation is valid for 90 days from document date.
Any estimated sales and/or use tax 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 taxes directly, then prior to invoicing, your organization must provide Esri w ith 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.
Issued By: Barbara Walker Ext: 3936
[WALKERBI
To expedite your order, please reference your customer number and this quotation number on your purchase order.
380 New York St
n
IDRedlands, CA 92373-8118
esPhone:+ 190979328533936
0 Fax #: 909-307-3083
Date: 07/25/2022 Quotation Number: 26093316
Item Qty Material#
Renewal Options:
9 Online: Renew through My Esri site at https://my.esri.com
• Credit Card
• Purchase Order
• Email Authorization
9 Email or Fax: Email Authorization, Purchase Order or signed quote to:
• Fax:909-307-3083
• Email: service@esri.com
Quotation
Page 2
Contract Number: SMALL GOVT ELA US
Unit Price Extended Price
Requests via email or signed quote indicate that you are authorized to obligate funds for your organization and your
organization does not require a purchase order.
If there are any changes required to your quotation please respond to this email and indicate any changes in your invoice
authorization.
If you choose to discontinue your support, you will become ineligible for support benefits and services. All maintenance fees
from the date of discontinuation will be due and payable if you decide to reactivate your support coverage at a later date.
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 http://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
http://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
http://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.
In order to expedite processing, please reference the quotation number and any/all applicable Esri contract number(s) (e.g.
MPA, ELA, Smart Buy GSA, BPA) on your ordering document.
[WALKERB]
380 New York St
n
IDRedlands, CA 92373-8118
esPhone:+ 190979328533936
0 Fax #: 909-307-3083
Date: 07/25/2022 Quotation No: 26093316 Customer No: 151289
Item Qty Material#
Quotation
Page 3
Contract No: SMALL GOVT ELA US
Unit Price Extended Price
US FEDERAL CUSTOMERS: If you are a federal customer or a contractor purchasing on behalf of a federal customer a
purchase order is required to receive an invoice. Please email the purchase order to service@esri.com
By signing below, you are authorizing Esri to issue a software support invoice in the amount of
USD plus sales tax, if applicable.
Please check one of the following:
I agree to pay any applicable sales tax.
X I am tax exempt. Please contact me if Esri does not have my current exempt information on file.
5G 09/06/2022
Signature of Authorized Representative Date
Betsi Chatham GIS Manager
Name (Please Print) Title
[WALKERB]
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: 0AMS3
To expedite your order, please attach a copy of
this quotation to your purchase order.
Quote is valid from: 311112020 To: 61912020
Material Qty Term
168179 1 Yearl
Quotation # Q41O329
Date: March 11, 2020
Customer # 151289 Contract #
City of Grapevine
Information Technology Dept
200 S Main St
Grapevine, TX 76051-5311
ATTENTION: Bets! Chatham
PHONE: 817.410.3542
EMAIL: bchatham@grapevinetexas.gov
Populations of 50,001 to 100,000 Small Government Tenn Enterprise License Agreement
168179
Year
Populations of 50,001 to 100,000 Small Government Tern Enterprise License Agreement
168179
Year 3
Populations of 50,001 to 100,000 Small Government Term Enterprise License Agreement
Unit Price
$55,000.00
$55,000.00
$65,000.00
Subtotal:
Sales Tax:
Estimated Shipping and Handling (2 Day Delivery):
Contract Price Adjust:
Total:
Earl may charge afee to cover expenses related to e" wslomer mquirerc to use a pmpdeteryvendormanagemen4 pmpaement, m invoin program.
For questions contact:
Bryn Brum
Email:
bbrum@esd.com
Phone:
(909)793-2853 x8245
Total
$55,000.00
$55,000.00
$55,000.00
$165,000.00
$0.00
$0.00
$0.00
$165,000.00
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 hdos:!lassets.esri.comlmntenUdam/esrisites/media/!coal/nmducf-snadfio-terms-af-use/e30m.odf, and your applicable signed agreement
with Esd. If no such agreement covers any Item quoted, then Ead's standard terms and conditions found at hmrs:/lao.esri.rnm/MAPS apply to your
purchase of that item. Federal govemment entities and government prime contractors authorized under FAR 51.1 may purchase under the terms of
Esri's GSA Federal Supply Schedule. Supplemental terns and conditions found at httow/hw.eari.rnmren-us/ieaa0terms/state-suoolemental apply
to some state and local government purchases. Al terms of this quotation will be Incorporated into and become part of any additional agreement
regarding Esd's offerings. Acceptance of this quotation is limited to the terms of this quotation. Earl 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 purchaseftense. The
Information may not be given to outside parties or used for any other purpose without consent from Esc. Delivery is FOB Origin.
BRUMB This offer is limited to the terms and conditions incorporated and attached herein.
Ear! Use Only:
Cust. Name ^ ` e THE
PCust.O# esn SCIENCE
CL
PO # WHl RC
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: (1) 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
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)
AroGIS Enterprise Extensions: ArcGIS 3D Analyst,
AroGiS Spatial Analyst, ArcGIS Geostatistical
Analyst, ArcGIS Network Analyst, ArcGIS
Schematics, ArcGIS Workflow Manager
ArcGIS Monitor
Enterprise Additional Capability 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 Puantities
One (1) Professional subscription to ArcGIS Developer
Two (2) Esri CityEngine Single Use Licenses
250 ArcGIS Online Viewers
250 ArcGIS Online Creators
37,500 ArcGIS Online Service Credits
250 ArcGIS Enterprise Creators
5 Insights in ArcGIS Enterprise
5Insights in ArcGIS Online
50 TrackerforArcGIS Enterprise
50 Tracker for ArcGIS Online
4 ArcGIS Parcel Fabric User Type Extensions (Enterprise)
4 ArcGIS Utility Network User Type Extensions (Enterprise)
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 instructor4ed training classes at Esri
facilities purchased outside this Agreement
*Additional sets of backup media may be purchased for a fee
Page 1 of 6 February 1, 2020
Customer may accept this Agreement by signing and returning the whole Agreement with (1) the Quotation
attached, (ii) a purchase order, or (!it) 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) vears
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:
City of Grapevine
(Customer)
By: Ua&el (?Cad Lvy
Authorized Signature
Printed Name: Betsl Chatham
Title: GIS Manager
Date: 8/10/2020
Contact: Betsi Chatham
Address: 200 S Main Street
i
CUSTOMER CONTACT INFORMATION
City, State, Postal Code: Grapevine, TX 76051
Country: USA
Quotation Number (if applicable): Q-410329
Telephone: 817-410-3542
Fax: 817-410-3025
E-mail: bchatham@grapevinetexas.gov
Page 2 of 6 February 1, 2020
1.0-ADDITIONAL DEFINITIONS
In addition to the definitions provided in the Master
Agreement, the following definitions apply to this
Agreement:
"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.
"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.
"Maintenance" means Tier 2 Support, Product
updates, and Product patches provided to Customer
during the Term of Agreement.
"Master Agreement" means the applicable master
agreement for Esri Products incorporated by this
reference that is (i) found at
httus:/Iwww.esri.com/en-u&Aeaal/termstfull-master-
agreemen and available in the installation process
requiring acceptance by electronic acknowledgment
or (11) a signed Esri master agreement or license
agreement that supersedes such electronically
acknowledged master agreement.
"Product(s)" means the products identified in
Table A —List of Products and any updates to the list
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 (1) 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
Page 3 of 6
February 1, 2020
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 agreement will be the day
after the expiration date of 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
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
https://sup0ort.esd.com/en/other-
Earl.
resources/product-life-cvcle. Updates for
Products in the mature and retired phases may
b. Tier
2 Support
not be available. Customer may continue to use
Products already Deployed, but Customer will
1.
Tier 2 Support will to the calls received
not be able to Deploy retired Products.
from Tier Desk.
p
2.
Tier 2 Support will review all information
5.0—MAINTENANCE
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
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
https:/twww.esri.com/en-
information, additional information, or
us/ leaaltterm�malatenance . At Esri's sole
answers to additional questions to
discretion, Esn may make patches, hot fixes, or
supplement any preliminary information
updates available for download. No Software other
gathering or troubleshooting performed by
than the defined Products will receive Maintenance.
Tier 1 Help Desk.
Customer may acquire maintenance for other
Software outside this Agreement.
4.
Tier 2 Support will attempt to resolve the
Case submitted by Tier 1 Help Desk,
Page 4 of 6 February 1, 2020
S. 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.
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 Esrl 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
&.1 Orders, Delivery, and Deployment
a. Upon the Effective Date, Earl 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 up to thirty (30) calendar days 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 reserves the right to suspend
Customer's access to and use of Products if
Customer fails to pay any undisputed amount
owed on or before its due date. Be may charge
Customer interest at a monthly rate equal to the
lesser of one percent (1.0%) per month or the
maximum rate permitted by applicable law on
any overdue fees plus all expenses of collection
for any overdue balance that remains unpaid
ten (10) days after Earl has notified Customer of
the past -due balance.
c. Earl's federal ID number is 95-2775-732.
d. If requested, Earl 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. Esrl 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 (1) a
consolidation, merger, or reorganization of Customer
with or into another corporation or entity;
(R) Customer's acquisition of another entity; or (III) a
transfer or sale of all or part of Customer's
organization (subsections 1, ii, and iii, collectively
referred to as "Ownership Change"). There will be
Page 5 of 6 February 1, 2020
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, Earl 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 Esd in writing in
advance. If the assignment to the new entity is
not approved, Customer will require any
successor entity to uninstali, remove, and
destroy the Products. This Agreement will
terminate upon such Ownership Change.
Page 6 of 6 February 1, 2020