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FIN 2017-11-21 Item 2G - Agreement - GIS Mapping Software Enterprise License with Esri
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FIN 2017-11-21 Item 2G - Agreement - GIS Mapping Software Enterprise License with Esri
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1/14/2021 12:13:03 PM
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11/16/2017 3:37:50 PM
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Council Committees
Committees Date (mm/dd/yy)
11/21/17
Committee Name
Finance 2017-2020
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Agenda Packet
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6.0—ENDORSEMENT AND PUBLICITY <br />This Agreement will not be construed or interpreted as an <br />exclusive dealings agreement or Customer's endorsement <br />of Products. Either party may publicize the existence of <br />this Agreement. <br />7.0—ADMINls"riLA'I I VE REQUIREMENTS <br />7.1 OEM Licenses. Under Esri's OEM or Solution OEM <br />programs, OEM partners are authorized to embed or <br />bundle portions of Esri products and services with <br />their application or service. OEM partners' business <br />model, licensing terms and conditions, and pricing <br />are independent of this Agreement. Customer will not <br />seek any discount from the OEM partner or Esri <br />based on the availability of Products under this <br />Agreement. Customer will not decouple Esri products <br />or services from the OEM partners' application or <br />service. <br />7.2 Annual Report of Deployments. At each <br />anniversary date and ninety (90) calendar days prior <br />to the expiration date of this Agreement, Customer <br />will provide Esri with a written report detailing all <br />Deployments. Upon request, Customer will provide <br />records sufficient to verify the accuracy of the annual <br />report. <br />8.0—ORDERING, Al)IV <br />I ISTRAATV E <br />PROCEDURES, DELIVERY, AND <br />DEPLOYMENT <br />8.1 Orders, Delivery, and Deployment <br />a. Upon the Effective Date, Esri will invoice Customer <br />and provide Authorization Codes to activate the <br />nondestructive copy protection program that enables <br />Customer to download, operate, or allow access to <br />the Products. If this is a multi-year Agreement, Esri <br />may invoice the Fee before the annual anniversary <br />date for each additional year. <br />b. Undisputed invoices will be due and payable within <br />thirty (30) calendar days from the date of invoice. <br />Esri's federal ID number is 95-2775-732. <br />c. If requested, Esri will ship backup media to the ship - <br />to address identified on the Ordering Document, FOB <br />Destination, with shipping charges prepaid. Customer <br />acknowledges that should sales or use taxes become <br />due as a result of any shipments of tangible media, <br />Esri has a right to invoice and Customer will pay any <br />such sales or use tax associated with the receipt of <br />tangible media. <br />8.2 Order Requirements. Esri does not require <br />Customer to issue a purchase order. Customer may <br />submit a purchase order in accordance with its own <br />process requirements, provided that if Customer <br />issues a purchase order, Customer will submit its <br />initial purchase order on the Effective Date. If this is <br />a multi-year Agreement, Customer will submit <br />subsequent purchase orders to Esri at least thirty (30) <br />calendar days before the annual anniversary date for <br />each additional year. <br />a. All orders pertaining to this Agreement will be <br />processed through Customer's centralized point of <br />contact. <br />b. The following information will be included in each <br />Ordering Document: <br />(1) Customer name; Esri customer number, if <br />known; and bill -to and ship -to addresses <br />(2) Order number <br />(3) Applicable annual payment due <br />9.0—MERGERS, ACQUISITIONS, OR <br />DIVESTITURES <br />If Customer is a commercial entity, Customer will notify <br />Esri in writing in the event of (i) a consolidation, merger, <br />or reorganization of Customer with or into another <br />corporation or entity; (ii) Customer's acquisition of <br />another entity; or (iii) a transfer or sale of all or part of <br />Customer's organization (subsections i, ii, and iii, <br />collectively referred to as "Ownership Change"). There <br />will be no decrease in Fee as a result of any Ownership <br />Change. <br />9.1 If an Ownership Change increases the cumulative <br />program count beyond the maximum level for this <br />Agreement, Esri reserves the right to increase the Fee <br />or terminate this Agreement and the parties will <br />negotiate a new agreement. <br />9.2 If an Ownership Change results in transfer or sale of <br />a portion of Customer's organization, that portion of <br />Customer's organization will transfer the Products to <br />Customer or uninstall, remove, and destroy all copies <br />of the Products. <br />9.3 This Agreement may not be assigned to a successor <br />entity as a result of an Ownership Change unless <br />approved by Esri in writing in advance. If the <br />assignment to the new entity is not approved, <br />Customer will require any successor entity to <br />uninstall, remove, and destroy the Products. This <br />Agreement will terminate upon such Ownership <br />Change. <br />Page 5 of 5 03/03/2017 <br />127 <br />
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