HomeMy WebLinkAboutFIN 2019-11-25 Item 2A - Contract - Environmental Systems Research Institute (ESRI) for GIS ServicesTO:
FROM:
BY:
CC:
DATE:
SUBJECT
ISSUE
Ci!Z of Tukwila
Allan Ekberg, Mayor
Finance & Safety Committee
Joseph Todd (TIS)
Roman Linsao (TIS), Tami Eberle-Harris(TIS)
Mayor Ekberg
November 25, 2019
ESRI Enterprise License Agreement (ELA) for GIS
ESRI Enterprise License agreement expiring on 01/15/2020.
BACKGROUND
The Council approved the purchase of a two-year Enterprise License with ESRI at the end of
2017. The contract was valid from Jan 2018 — Jan 2020. The City of Tukwila has realized
substantial growth in areas of GIS during the past two years. This proposal details the
advantages of continuing the relationships and licensing for an additional two-year period.
DISCUSSION
By utilizing the ELA, we were able to expand GIS capabilities with limited staff resources by
providing access to ArcGIS online to more staff members around the City, enabling self-
service and productivity in several areas.
GIS has been tightly integrated with Lucity Asset management and users are realizing the
benefits of utilizing GIS in the field. ArcGIS Collector and web maps were rolled out for
gathering GIS data in the field for Public Works (bus stops, signs and various other assets),
dashboards were created for analyzing Code Compliance and Permitting, the use of
Tukwila iMap was expanded, and we are currently developing a process for private GIS assets
to be managed directly by Public Works staff.
Planning and Development staff members report that the use of ArcGIS online has been integral
to the Tukwila International Boulevard project, making it easy to collaborate with teams both
within and outside of the City without having to print a single item. Some of the tools that have
been extremely helpful are walkshed, demographic, and drive -time analyses. ArcGIS online has
also made it easier to navigate files, ensuring that maps/data are centralized and easy to find,
and has been helpful for providing maps/graphics to applicants, providing rough idea of
feasibility of a site, potential building envelopes, etc. to help guide their projects. This is just one
example of how having the ESRI Enterprise License Agreement has enhanced productivity and
directly supported residents of Tukwila.
Providing the Enterprise License Agreement is continued, additional opportunities will be
realized. Expansion of the internal asset data collection efforts by Public Works and Parks staff
will be possible. Staff will have access to tools to create and develop more dashboards to
provide management with key metrics and reporting across multiple areas.
INFORMATIONAL MEMO
Page 2
FINANCIAL IMPACT
The Enterprise agreement includes uncapped quantities of Desktop software and developer
tools, 10,000 online service credits, 100 user named licenses for ArcGISOnline, and multiple
software extensions.
The cost shown in the attached quote covers the two-year period in an amount not to exceed
$55,000.
The total over two -years is below the current allocated budget in TIS for Professional services
(budgeted $180,000 for 2019 and 2020)
RECOMMENDATION
The committee is being asked to consider the 2-year ESRI ELA agreement in the amount of
$55,000 and forward this item to the December 2, 2019 Regular Meeting Consent Agenda.
ATTACHMENTS
ESRI Small Enterprise Agreement QuoteQ-39738
ESRI Small Enterprise Agreement County & Municipality Government (E214-1)
2 DCouncil Agenda Items7echnology ServiceslESRI_ELAIMemo_ESRI_ELA.doc
THE
s r i OF
WHERE'
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: 911712019 To: 1211612019
Material Qty Term
168177 1 Year 1
Quotation # Q-397386
Date: October 2. 2019
Customer # 135074 Contract #
City of Tukwila
Information Technology Dept
6300 Southcenter Blvd Ste 202
Tukwila, WA 98188
ATTENTION: Joseph Todd
PHONE: (206) 433-7150
EMAIL: joseph.todd@tukwilawa.gov
Populations of 0 to 25,000 Small Government Term Enterprise License Agreement
168177
Year
Populations of 0 to 25,000 Small Government Term Enterprise License Agreement
Unit Price
$25,000.00
$25,000.00
Total
$25,000.00
$25,000.00
Subtotal:
$50,000.00
Sales Tax:
$5,000.00
Estimated Shipping and Handling (2 Day Delivery):
$0.00
Contract Price Adjust:
$0.00
Total:
$55,000.00
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: Email: Phone:
Heather Glock hglock@esri.com 909-793-2853 x8948
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 https://assets.esri.com/content/dam/esrisites/media/legal/product-specific-terms-of-use/e300- f, and your applicable signed agreement
with Esri. If no such agreement covers any item quoted, then Esri's standard terms and conditions found at https7//g//oo.esri.com/MAPS 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 https://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.
GLOCKH This offer is limited to the terms and conditions incorporated and attached herein.
K
THE
SCI
■ IN W ERE'
WHERE'
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: 911712019 To: 1211612019
Quotation # Q-397386
Date: October 2, 2019
Customer # 135074 Contract #
City of Tukwila
Information Technology Dept
6300 Southcenter Blvd Ste 202
Tukwila, WA 98188
ATTENTION: Joseph Todd
PHONE: (206) 433-7150
EMAIL: joseph.todd@tukwilawa.gov
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.
Signature of Authorized Representative Date
Name (Please Print)
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 lax at the actual dale of invoicing. If your organization is tax exempt or pays slate lax directly, then prior to invoicing, your organization must provide
Esri with a copy of a current lax 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: Email: Phone:
Heather Glock hglock@esri.com 909-793-2853 x8948
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 https:Hassets esri com/contenUdam/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 https://go.esri.com/MAPS 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 https://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.
GLOCKH This offer is limited to the terms and conditions incorporated and attached herein.
S1
Esri Use Only:
Cust. Name _
Cust. # _
PO # _
Esri Agreement #
SMALL ENTERPRISE AGREEMENT
COUNTY AND MUNICIPALITY GOVERNMENT
(E214-'1)
G rw'
r"J�urF_ C
uy}.Aa.l
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.
'fable 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)
ArcGIS Enterprise Extensions: ArcGIS 3D Analyst,
ArcGIS Spatial Analyst, ArcGIS Geostatistical
Analyst, ArcGIS Network Analyst, ArcGIS
Schematics, ArcGIS Workflow Manager
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 Quantities
One (1) Professional subscription to ArcGIS
Developer*
Two (2) Esri CityEngine Advanced Single Use
Licenses
50 ArcGIS Online Viewers
50 ArcGIS Online Creators
10,000 ArcGIS Online Service Credits
50 Level 2 ArcGIS Enterprise Named Users
2 Insights for ArcGIS for use with ArcGIS Enterprise
2 Insights for ArcGIS for use with ArcGIS Online
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
November 20, 2018
0:
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: Two (2) years January 16 2020 - January 15, 2022
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 Tukwila
(Customer)
By:
Authorized Signature
Printed Name:
Title:
Date:
Contact:
Address:
City, State, Postal Code:
Country:
Quotation Number (if applicable):
CUSTOMER CONTACT INFORMATION
Telephone:
Fax:
E-mail:
Page 2 of 6
November 20, 2018
A
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
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.
"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
Page 3 of 6
November 20, 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 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,
1 •
Tier 2 Support will log the calls received
but Customer will not be able to Deploy retired
from Tier 1 Help Desk.
Products.
2.
Tier 2 Support will review all information
collected by and received from the Tier 1
5.0—IVIAINTENANCE
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
November 20, 2018
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).
. --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 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
€3.1 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.
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.
€3.2 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
.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
Page 5 of 6
November 20, 2018
tiJ
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
November 20, 2018
IN