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18-1002_ESRI_Agreement • 40,,,,4 es, 41 ap Quotation # 20531352 Date: June 15, 2018 • • Environmental Systems Research Institute, Inc. Customer#119341 Contract# 380 New York St Redlands, CA 92373-8100 City of San Juan Capistrano Phone: 909-793-2853 Fax: 909-307-3049 City Manager Dept DUNS Number: 06-313-4175 CAGE Code: OAMS3 32400 Paseo Adelanto To expedite your order,please attach a copy of San Juan Capistrano, CA 92675 this quotation to your purchase order. ATTENTION: Jacob Green Quote is valid from:06/15/2018 To:09/13/2018 PHONE: (949)443-6321 FAX: Material Qty Description Unit Price Total 110035 1 Populations of 0 to 25,000 Small Government Term Enterprise License 25,000.00 25,000.00 Agreement-Year 1 110035 1 Populations of 0 to 25,000 Small Government Term Enterprise License 25,000.00 25,000.00 Agreement-Year 2 110035 1 Populations of 0 to 25,000 Small Government Term Enterprise License 25,000.00 25,000.00 Agreement-Year 3 Item Total: 75,000.00 Subtotal: 75,000.00 Sales Tax: 0.00 Estimated Shipping&Handling(Surface Delivery): 0.00 Contract Pricing Adjust: 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,the most current product specific scope of use document found at http://www.esri.com/-/media/Files/Pdfs/legal/pdfs/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://www.esri.com/-/media/Files/Pdfs/legal/pdfs/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/legla/supplemental-terms-and-conditions 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.The quotation information is confidential and may not be copied or released other than for the express purpose of system selection and purchase/license.The information may not be given to outside parties or used for any other purpose without consent from Esri.Delivery is FOB Origin. If sending remittance, please address to: Esri, P.O. Box 741076, Los Angeles, CA 90074-1076 STOWEE This offer is limited to the terms and conditions incorporated and attached herein. Esri Use Only: a Cust. Name �� �9� .; r ir SCIENCE Cust.# . .<' �.: OF PO# y I WHERE' Esri Agreement# 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 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) 50 Level 1 ArcGIS Online Named Users ArcGIS Enterprise Extensions:ArcGIS 3D Analyst, 50 Level 2 ArcGIS Online Named Users ArcGIS Spatial Analyst,ArcGIS Geostatistical 10,000 ArcGIS Online Service Credits Analyst,ArcGIS Network Analyst,ArcGIS 50 Level 2 ArcGIS Enterprise Named Users Schematics,ArcGIS Workflow Manager 2 Insights for ArcGIS for use with ArcGIS Enterprise Enterprise Optional Servers ArcGIS Image Server 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 6 January 26,2018 Customer may accept this Agreement by signing and returning the whole Agreement with a signed sales quotation, purchase order, or other document that matches the Quotation and references this Agreement ("Ordering Document").ADDITIONAL OR CONFLICTING TERMS IN CUSTOMER'S ORDERING DOCUMENT WILL NOT APPLY,AND THE TERMS OF THIS AGREEMENT WILL GOVERN.This Agreement is effective as of the date of Esri's receipt of Customer's Ordering Document incorporating this Agreement by reference, unless otherwise agreed to by the parties ("Effective Date"). Term of Agreement: Three (3)years This Agreement supersedes any previous agreements, proposals, presentations, understandings, and arrangements between the parties relating to the licensing of the Products. Except as provided in Article 4— Product Updates, no modifications can be made to this Agreement. Accepted and Agreed: a‘ 114 60(1 *WO (Custom ) orize S's' at Printed Na e: TO ' 3WY\1Y aci Title: Ckil 1' OM 1, t( Date: I 1 10'-l- lc CUSTOMER CONTACT INFORMATION Contact: v Telephone: ta9oa 1111"\ Address: (6 oo acR.t/ Fax: -li 1,- -L3 4661 lo (1 CA,ACity, State, Postal Code: Uv(11 Vf, 60415 E-mail: vekyklik 7c-XA V`AY CAPWV1.0 Country: Quotation Number(if applicable):-1.0551-TJ2... Page 2 of 6 January 26,2018 1.0—ADDITIONAL DEFINITIONS 2.0—ADDITIONAL GRANT OF LICENSE In addition to the definitions provided in the Master 2.1 Grant of License. Subject to the terms and Agreement,the following definitions apply to this conditions of this Agreement, Esri grants to Agreement: Customer a personal, nonexclusive, nontransferable license solely to use, copy, and "Case"means a failure of the Software or Online Deploy quantities of the Products listed in Services to operate according to the Documentation Table A—List of Products for the Term of where such failure substantially impacts operational Agreement(i)for the applicable Fee and (ii)in or functional performance. accordance with the Master Agreement. "Deploy", "Deployed"and"Deployment" mean to . 2.2 Consultant Access. Esri grants Customer the redistribute and install the Products and related right to permit Customer's consultants or Authorization Codes within Customer's contractors to use the Products exclusively for organization(s). Customer's benefit. Customer will be solely responsible for compliance by consultants and "Fee"means the fee set forth in the Quotation. contractors with this Agreement and will ensure that the consultant or contractor discontinues "Maintenance"means Tier 2 Support, Product use of Products upon completion of work for updates, and Product patches provided to Customer Customer. Access to or use of Products by during the Term of Agreement. consultants or contractors not exclusively for Customer's benefit is prohibited. Customer may "Master Agreement" means the applicable master not permit its consultants or contractors to install agreement for Esri Products incorporated by this Software or Data on consultant, contractor, or reference that is (i)found at http://www.esri.com third-party computers or remove Software or • /legal/software-license and available in the Data from Customer locations, except for the installation process requiring acceptance by purpose of hosting the Software or Data on electronic acknowledgment or(ii)a signed Esri Contractor servers for the benefit of Customer. master agreement or license agreement that supersedes such electronically acknowledged master agreement. 3.0—TERM,TERMINATION,AND EXPIRATION "Product(s)" means the products identified in 3.1 Term.This Agreement and all licenses Table A—List of Products and any updates to the list hereunder will commence on the Effective Date Esri provides in writing. and continue for the duration identified in the Term of Agreement, unless this Agreement is "Quotation" means the offer letter and quotation terminated earlier as provided herein. Customer provided separately to Customer. is only authorized to use Products during the Term of Agreement. For an Agreement with a "Technical Support"means the technical limited term, Esri does not grant Customer an assistance for attempting resolution of a reported indefinite or a perpetual license to Products. Case through error correction, patches, hot fixes, workarounds, replacement deliveries, or any other 3.2 No Use upon Agreement Expiration or type of Product corrections or modifications. Termination.All Product licenses, all Maintenance, and Esri User Conference "Tier 1 Help Desk" means Customer's point of registrations terminate upon expiration or contact(s)to provide all Tier 1 Support within termination of this Agreement. Customer's organization(s). 3.3 Termination for a Material Breach. Either party "Tier 1 Support"means the Technical Support may terminate this Agreement for a material provided by the Tier 1 Help Desk. breach by the other party. The breaching party will have thirty(30)days from the date of written "Tier 2 Support" means the Esri Technical Support notice to cure any material breach. provided to the Tier 1 Help Desk when a Case cannot be resolved through Tier 1 Support. 3.4 Termination for Lack of Funds. For an Agreement with government or government- owned entities, either party may terminate this Agreement before any subsequent year if Page 3 of 6 January 26,2018 Customer is.unable to secure funding through a. Tier 1 Support the legislative or governing body's approval process. 1. Customer will provide Tier 1 Support through the Tier 1 Help Desk to all 3.5 Follow-on Term. If the parties enter into Customer's authorized users: another agreement substantially similthis 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 Dep|uyed, 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 pnognsrn,they will be offered to may include obtaining any customizations, Customer via written notice for incorporation into code mamp|eo, or data involved in the Case. the Products schedule at no additional charge. Customer's use of new or updated Products 5. If the Tier 1 Help Desk cannot resolve the requires Customer to adhere to applicable Case,an authorized Tier 1 Help Desk additional or revised terms and conditions in the individual may contact Tier 2 Support. The Master Agreement. Tier 1 Help Desk will provide support in such a way as to minimize repeat calls and make 4.2 Product Life Cycle. During the Term of ' solutions to problems available to Agreement, some Products may be retired or Customer's organization. may no longer be available to Deploy in the identified quantities. Maintenance will be subject 6. Tier 1 Help Desk individuals are the only to the individual Product Life Cycle Support individuals authorized to contact Tier 2 Status and Product Life Cycle Support Policy, Support. Customer may change the Tier 1 which can be found at http://aupport.eah.00mAan Help Desk individuals by written notice to /content/productlifecycles. Updates for Products Esri. in the mature and retired phases may not be available. Customer may continue to use b. Tier 2 Support Products already Deployed, but Customer will not be able to Deploy retired Products. 1~ Tier 2 Support will log the calls received from Tier I Help Desk. 2. Tier2 Supportwi||review all information � ������k|0TEN�k��� ^ collected by and received from the Tier 1 Help Desk including preliminary documented The Fee includes standard maintenance benefits troubleshooting provided by the Tier 1 Help during the Term of Agreement as specified in the Desk when Tier 2 Support is required. most current Esri Maintenance and Support Program document(found at 3. Tier 2 Support may request that Tier 1 Help http:llwww.esri.com/legal).At Esri's sole discretion, Desk individuals provide verification of Esri may make potohea, hot fixes, or updates inYormaUon, additional information, or available for download No Software other than the answers to additional questions to defined Products will receive Maintenance. supplement any preliminary information Customer may acquire maintenance for other gathering or troubleshooting performed by Software outside this Agreement. Tier 1 Help Desk. 4. Tier 2 Support will attempt to resolve the Case submitted by Tier 1 Help Desk. Page 4ma ' January 26,2018 5. When the Case is resolved, Tier 2 Support Document, FOB Destination,with shipping will communicate the information to Tier 1 charges prepaid. Customer acknowledges that Help Desk, and Tier I Help Desk will should sales or use taxes become due as a disseminate the resolution to the user(s). result of any shipments of tangible media, Esri has a right to invoice and Customer will pay any such sales or use tax associated with the receipt 6.0-ENDORSEMENT AND PUBLICITY of tangible media. This Agreement will not be construed or interpreted 8.2 Order Requirements. Esri does not require as an exclusive dealings agreement or Customer's Customer to issue a purchase order. Customer endorsement of Products. Either party may publicize may submit a purchase order in accordance with the existence of this Agreement. its own process requirements, provided that if Customer issues a purchase order, Customer will submit its initial purchase order on the 7.0-ADMINISTRATIVE REQUIREMENTS Effective Date. If this is.a multi-year Agreement, Customer will submit subsequent purchase 7.1 ��E0YLicenses. Under Emri'o��EyWorGo|uUmn ordon»toEa'i ��|ooatth1dy(3O)c�|endordeyn OEyNpnogremo. OEWYpa�narmoreouthorizedto b�fomm�ho�nnuo/onniv�neorydo�mforom�h embed or bundle portions of Esri products and year. services with their application or service. OEM padnaro' buo|neaamod�/. /icenoing��rmaond a. All orders po�oiningtothis Agreement vvi|| bm oonditiono, endprio|ngorm|ndepond�n�oy�hia ' processed through Cuotomo�acentralized point Agreement. Customer will not seek any discount of contact. from the OEM partner or Esri based on the b. The following information will be included in availability of Products under this Agreement. each Ordering Document: Customer will not decou| |eEsri products or services�omthe OE&4 'partners'application or (1) Customer name; Esri customer number, if service. known; and bill-to and ship-to addresses (2) Order number 7.2 Annual Report of Deployments.At each (3) Applicable annual payment due anniversary date and ninety(90)calendar days prior to the expiration of this Agreement, Customer will provide Esri with a written report 9.0-MERGERS,ACQUISITIONS,OR detailing all Deployments. Upon request, DIVESTITURES Customer will provide records sufficient to verify the accuracy of the annual report. If Customer is a commercial entity, Customer will notify Esri in writing in the event of(i)a consolidation, merger, or reorganization of Customer 8.0-ORDERING,ADMINISTRATIVEwith or into another corporation or entity; (ii)Customer's acquisition of another entity; or(iii)a DELIVERY,AND transfer or sale of all or part of Customer's DEPLOYMENT organization (subsections ii, and iii, collectively referred to as"Ownership Change"). There will be 8.1 Orders, Delivery, and Deployment no decrease in Fee as a result of any Ownership Change. a. Upon the Effective Date, Esri will invoice Customer and provide Authorization Codes to 9.1 If an Ownership Change increases the activate the nondestructive copy protection cumulative program count beyond the maximum program that enables Customer to download, level for this Agreement, Esri reserves the right opena1e, or allow access to the Products. If this to increase the Fee or terminate this Agreement is a multi-year Agreement, Esri may invoice the and the parties will negotiate a new agreement. Fee before the annual anniversary date for each year. 9.2 If an Ownership Change results in transfer or b. Undisputed invoices will be due and payable ` sale of a portion of Customer's organization, that within thirty(30)calendar days from the date of portion of Customer's organization will transfer invoice. Esri's federal ID number is 95-2775-732. the Products to Customer or uninstall, remove, c. If requested, Esri will ship backup media to the and destroy all copies of the Products. ship-to address identified on the Ordering Page oorn January o6.on10 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 opproved. Customer will require any successor entity to uninstall, remove, and destroy the Products.This Agreement will terminate upOn such Ownership Change. Page 6 of 6 January 26,2018 ,.01311 esn. Quotation # 20531352 Date: June 15, 2018 Environmental Systems Research Institute, Inc. Customer#119341 Contract# 380 New York St Redlands, CA 92373-8100 City of San Juan Capistrano Phone: 909-793-2853 Fax: 909-307-3049 City Manager Dept DUNS Number: 06-313-4175 CAGE Code: OAMS3 32400 Paseo.Adelanto To expedite your order,please attach a copy of San Juan Capistrano, CA 92675 this quotation to your purchase order. ATTENTION: Jacob Green Quote is valid from:06/15/2018 To:09/13/2018 PHONE: (949)443-6321 FAX: 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 ff9� ANIM,TION,AND YOU ARE AUTHORIZING ESRI TO ISSUE AN INVOICE FOR THE ITEMS INCLUDED IN THE ABOVE QUOTE IN THE AMOUNT OF$`L 06 ,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. /G "f - ir 5'4 attire of:,• orized Rep,- Tentative Date ' Name(P ease Pr cA L Title The quotation information is proprietary and may not be copied or released other than for the express purpose of system selection and purchase/license.This information may not be given to outside parties or used for any other purpose without consent from Environmental Systems Research Institute,Inc.(Esri). Any estimated sales and/or use tax reflected on this quote has been calculated as of the date of this quotation and is merely provided as a convenience for your organization's budgetary purposes.Esri reserves the right to adjust and collect sales and/or use tax at the actual date of invoicing.If your organization is tax exempt or pays state tax directly,then prior to invoicing,your organization must provide Esri with a copy of a current tax exemption certificate issued by your state's taxing authority for the given jurisdiction. Esri may charge a fee to cover expenses related to any customer requirement to use a proprietary vendor management,procurement,or invoice program. For questions contact: 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,the most current product specific scope of use document found at http://www.esri.com/-'/media/Files/Pdfs/legal/pdfs/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://www.esri.com/-/media/Files/Pdfs/legal/pdfs/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/legla/supplemental-terms-and-conditions 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.The quotation information is confidential and may not be copied or released other than for the express purpose of system selectionand purchase/license.The information may not be given to outside parties or used for any other purpose without consent from Esri.Delivery is FOB Origin. If sending remittance, please address to:Esri, P.O. Box 741076, Los Angeles, CA 90074-1076 STOWEE This offer is limited to the terms and conditions incorporated and attached herein.