Agr GSI Website
...
Quotation:
# 20138806
Date: June 04, 2003
Customer # 40141
Contract #
ENVIRONMENTAL SYSTEMS RESEARCH INSTITUTE, INC.
ESRI, Inc.
820 S. Main Street
St. Charles, MO 63301-3306
Phone: 636-949-6620
Fax: 636-949-6735
To expedite your order, please attach a copy of
this quotation to your purchase order.
Quote is valid from: 06/04/2003 to: 09/02/2003
CITY OF SALINA
PLANNING DEPT
300 WASH
SALINA, KS 67401
ATTENTION: Keith Ganzenmuller
PHONE: 785-309-5725
FAX: 785-309-5713
Material
Qty
1
Description
Time and materials consulting service directed to
ArclMS parcel information website. Cost includes
138 hours of labor and transportation costs.
Please see quote letter dated 5/13/03 for more
detailed description of effort.
Unit Price
Total
24,213.00
24,213.00
Items Total:
Subtotal:
Estimated Shipping & Handling (2 Day Delivery) :
Contract Pricing Adjust:
Total (excludes applicable sales tax):
24,213.00
24,213.00
0.00
0.00
$ 24,213.00
Implementation Services terms and conditions attached. Plan of effort based on quote letter of May 13, 2003.
Quoted By: Michele Schasberger, + (636) 949-6620 x8531
Email: mschasberger@esri.com
Account Manager: Ed Crane
Email: ecrane@esrLcom
This Quotation is made in confidence for your review only. It may not be disclosed to third parties.
If sending remittance, please address to: ESRI, File No. 54630, Los Angeles, Ca 90074-4630
SCHASBERGERM
Subject to other terms and conditions on attached sheet(s)
...
Environmental Systems Research Institute. Inc,. 380 New Yoó< $I,. Redlands. CA 9237~100 USA - Tel 909-793-2853 - FAX 909-793-5953
IMPLEMENT A TION SERVICES
TERMS AND CONDITIONS AGREEMENT
WARRANTY: ESRI warrants that for a period of thirty (30) days after acceptance of a deliverable that the deliverable will
confonu, in a manner consistent with professional and technical standards in the software industry, with applicable written
specifications included in the corresponding task or delivered to Licensee pursuant to this Agreement.
Disclaimer
I. THE WARRANTY SET FORTH IS IN LIEU OF, AND THIS AGREEMENT EXPRESSLY EXCLUDES, ALL
OTHER WARRANTIES, EXPRESS OR IMPLIED, ORAL OR WRITTEN, INCLUDING, WITHOUT
LIMIT A TION, ANY AND ALL WARRANTIES OF MERCHANT ABILITY, FITNESS FOR A PARTICULAR
PURPOSE, NONINTERFERENCE, SYSTEM INTEGRATION, AND NON INFRINGEMENT.
2.
IN ADDITION TO AND WITHOUT LIMITING THE PRECEDING PARAGRAPH, ESRI DOES NOT WARRANT
IN ANY WAY MAP DATA. SUCH MAP DATA MAY NOT BE FREE OF NONCONFORMITIES, DEFECTS,
ERRORS, OR OMISSIONS; BE A V AILABLE WITHOUT INTERRUPTION; BE CORRECTED IF ERRORS ARE
DISCOVERED; OR MEET LICENSEE'S NEEDS OR EXPECT A TI ONS. LICENSEE SHOULD NOT RELY ON
ANY MAP DATA UNLESS LICENSEE HAS VERIFIED THE MAP DATA AGAINST ACTUAL DATA FROM
DOCUMENTS OF RECORD, FIELD MEASUREMENT, OR OBSERVATION.
LIMIT A TION OF LIABILITY: In no event shall ESRI be liable to Licensee for any indirect, special, exemplary,
consequential, or incidental damages or lost profits arising out of, or related to, this Agreement, even if it has been advised of
the possibility of such damages. ESRI's liability for direct damages shall in no event exceed the amount actually paid by the
Licensee for the portion of the professional services involved.
NONHIRE OF CONTRACTOR PERSONNEL: It is hereby mutually agreed that Licensee will not solicit for hire any
employee( s) of ESRI's technical staff, who is (are) associated with efforts called for under this effort, for a period of one (I)
year thereafter. In the event the foregoing provision is breached, liquidated damages equal to twelve (12) months of the
employee's compensation plus any legal expenses associated with the enforcement of this provision shall be paid by the
Licensee to ESRI.
COMPENSATION: Services are provided and invoiced on a time and materials basis in accordance with the not-to-exceed
total cost. Labor is invoiced based on actual hours provided. For services provided beyond the date the quote is effective or
delivered in a new calendar year, ESRI reserves the right to increase the labor rates up to seven and one-half percent (7.5%)
per year. Other direct costs included in the quote, such as travel, will be invoiced at actual cost plus a standard burden.
Meals are invoiced on a per diem basis. The client will be invoiced on a monthly basis for work provided in the previous
month. Payment tenus are thirty (30) days from receipt of an invoice. Payment shall be made to the address identified on
original ESRI invoices.
TAXES: Services provided are quoted exclusive of all state; local; value-added or other taxes, customs, or duties; or other
charges (other than income taxes payable by ESRI). In the event such taxes and/or charges become applicable to ESRI's
services, applications, or data, Licensee shall pay any such applicable tax upon receipt of written notice that such tax(es)
is/are due.
UCC INAPPLICABILITY: Services and/or custom programs provided under an order will not be governed by the
Unifonu Commercial Code (UCC) and will not be deemed "goods" within the definition of the UCc.
LICENSE GRANT: Subject to the tenus and conditions set forth in this Agreement, ESRI hereby grants to Licensee a
nonexclusive, royalty-free, worldwide license in the deliverables to use and reproduce the deliverables in connection with
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Licensee's authorized use of the ESRI@ software and data for support of which the deliverables were supplied ("Software"
and "Data," respectively).
PATENTS AND INVENTIONS: Each party shall retain title to any inventions, innovations, and improvements
("Inventions") made or conceived solely by its principals, employees, consultants, or independent contractors (hereinafter
called "Inventors") during the term of this Agreement. The parties shall jointly own any Invention made jointly by Inventors
from both parties. With respect to such Inventions of Licensee relating to the Software, Licensee hereby grants and agrees to
grant to ESRI an irrevocable, royalty-free, nonexclusive, worldwide right and license, with right to sublicense, use, make,
sell, offer to sell, or import such Inventions for any purpose, whether or not patented in the country of such past or intended
use.
Except as provided in the next paragraph, where an Invention is jointly owned, each party shall share equally the costs of
acquiring protection for the Invention and furnish the other joint owner with assistance reasonably required for acquiring
protection.
A joint owner ("Assigning Owner") electing not to acquire or maintain protection on any Inventions in any country or
countries shall assign such of its rights in such Inventions to the other joint owner ("Beneficial Owner") as is necessary to
enable the Beneficial Owner to protect such Inventions in such country or countries at its expense and for its exclusive
benefit. In such event, the Assigning Owner shall make available to the Beneficial Owner the Assigning Owner's Inventors
and shall otherwise cooperate with the Beneficial Owner in order to assist the Beneficial Owner in protecting such
Inventions. The Beneficial Owner shall reimburse the Assigning Owner for all reasonable out-of-pocket expenses incurred in
rendering such assistance. If any such Inventions are so protected by the Beneficial Owner, then the Assigning Owner shall
have a license with respect to the subject matter of such protected Inventions in such country or countries.
Neither party may license, transfer, sell, or otherwise alienate or encumber its interest in jointly owned Inventions without the
written consent of the other party, which shall not be unreasonably withheld.
CONFIDENTIALITY, OWNERSHIP, AND EXPORT CONTROLS: Except as specifically granted in this Agreement,
ESRI or its licensors own and retain all right, title, and interest in the deliverables.
The deliverables are ESRI confidential and Licensee shall preserve and protect their confidentiality. Insofar as its rights may
be legally restricted, Licensee agrees not to reverse engineer or decompile deliverables delivered only in object code,
executable code, or similar formats (collectively, "Secure Formats"). For deliverables delivered in source code or other
human-readable formats, Licensee shall have met its obligations under this Agreement if its disclosure of deliverables is
limited to deliverables in Secure Formats, provided that the means for reverse engineering, decompiling, or disassembling
such deliverables is withheld from such disclosure, and the person or entity in receipt of such deliverables similarly agrees
not to perform such acts or allow others to do so.
Except as provided in the preceding paragraph, Licensee shall not disclose the deliverables to employees or third parties
without the advanced written consent of ESRI. However, Licensee may, without such consent, make such disclosures to
employees to the extent reasonably required to allow Licensee to use the Software or Data in a manner authorized under
applicable licenses.
The disclosures permitted under the preceding paragraph shall not relieve Licensee of its obligation to maintain the
deliverables in confidence and comply with an applicable laws and regulations of the United States including, without
limitation, its export control laws. Furthermore, before disclosing all or any portion of the deliverables to employees or third
parties as permitted in the preceding paragraph, Licensee shall inform such employees or third parties of the obligations in
this Agreement and obtain their agreement to be bound by them.
ORDER OF PRECEDENCE: These terms and conditions supersede those outlined in any Licensee ordering or authorizing
documents such as purchase orders. Any additional terms or conditions in Licensee ordering or authorizing documents must
be incorporated into the Agreement via written amendment to be binding.
ESRI is a registered trademark of ESRI in the United States, the European Community. or certain other jurisdictions.
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ACKNOWLEDGMENT: The undersigned hereby acknowledges that he/she has the authority to bind his/her organization
to these terms and conditions and further acknowledges that these terms and conditions supersede all purchase order terms
and conditions.
By: /) ~~
Print Name: ~r=
Date: 6' -;/;/-0.5"
Phone: (
) 785-309-5700
Organization ("Licensee"): Ci ty of Sa I i na, Kansas
Address: 300 W. Ash; P.O. Box 736
City:
Sa I ina
State: KS
ZIP Code: 67402-0736
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