GSI Small Enterprise License Agreement (County & Muncipality) Esri Use Only:
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Esri Agreement#
Esri,380 New York St.,Redlands,CA 92373-8100 USA•TEL 909-793-2853•FAX 909-793-5953
SMALL ENTERPRISE LICENSE AGREEMENT
COUNTY AND MUNICIPALITY
(E214-2)
This Agreement is by and between the organization identified in the Quotation("Licensee")and Environmental Systems
Research Institute,Inc.("Esri").
This Agreement sets forth the terms for Licensee's use of Products and incorporates by reference(i)the Quotation and(ii)the
License 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
License Agreement.This Agreement shall be governed by and construed in accordance with the laws of the state in which
Licensee is located without reference to conflict of laws principles,and the USA 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 ArcGIS Engine
ArcGIS for Desktop Advanced ArcGIS Engine Extensions: ArcGIS 3D Analyst,
ArcGIS for Desktop Standard ArcGIS Spatial Analyst,ArcGIS Engine Geodatabase
ArcGIS for Desktop Basic Update,ArcGIS Network Analyst,ArcGIS Schematics
ArcGIS for Desktop Extensions: ArcGIS 3D Analyst, ArcGIS Runtime Standard
ArcGIS Spatial Analyst,ArcGIS Geostatistical Analyst, ArcGIS Runtime Standard Extensions:ArcGIS 3D
ArcGIS Publisher,ArcGIS Network Analyst,ArcGIS Analyst,ArcGIS Spatial Analyst,ArcGIS Network
Schematics,ArcGIS Workflow Manager for Desktop, Analyst
ArcGIS Data Reviewer
Limited Quantities
Server Software and Extensions One(1)Annual Subscription to Esri Developer
ArcGIS for Server Workgroup and Enterprise(Advanced, Network(EDN)Standard*
Standard,and Basic) One(1)Esri CityEngine Advanced Single Use License
ArcGIS for Server Extensions: ArcGIS 3D Analyst,ArcGIS One(1)Esri CityEngine Advanced Concurrent Use
Spatial Analyst,ArcGIS Geostatistical Analyst,ArcGIS License
Network Analyst, ArcGIS Schematics,ArcGIS Workflow One(1)ArcGIS Online Subscription
Manager for Server,ArcGIS Image Extension for Server One(1)Portal for ArcGIS Subscription
OTHER BENEFITS
One(1)ArcGIS Online subscription with specified named users and credits as determined in the program Level 3
description
One(1)Portal for ArcGIS term subscription with specified named users as determined in the program Level 3
description
Number of Esri User Conference registrations provided annually 3
Number of Tier 1 Help Desk individuals authorized to call Esri 3
Maximum number of sets of backup media,if requested** 2
Virtual Campus Annual User License allowance 7,500
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 Iof5 12 12n1�
Licensee may accept this Agreement by signing and returning the whole Agreement with a sales quotation,purchase order,or
other document("Ordering Document")that matches the Quotation and references this Agreement.ADDITIONAL OR
CONFLICTING TERMS IN LICENSEE'S ORDERING DOCUMENT WILL NOT APPLY,AND THE TERMS OF
THIS AGREEMENT WILL GOVERN.Unless otherwise mutually agreed to,this Agreement is effective as of the date of
the last signature on the signature page("Effective Date")or,if no date is provided with the signature,the date of Esri's
receipt of Licensee's Ordering Document incorporating this Agreement by reference.
Term of Agreement: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:
Ci- %3 Iina Kans44
(Licensee)
By:
Authoriz ignature n
Printed Name: R
"A` • k
Title: C*1-tj r
en Wee
Date: 1- 9- 1143 J
1, LICENSEEE CONTACT INFORMATION
Contact: C �� Cc o l e 11/1 I t'br. Telephone: CiQ 5) 1 " S a 5
Address: 3 QO 1,N • PS J'1 S.+ Fax: (1 R') 3 o' - s--)/ 3
City,State,Postal Code: Set;het, ks ,T)4 ) E-mail: 1<e i • 30. 7e Yhu1Ifc-65c,1,>7c,.or a3
Country: U S A V
Quotation Number(if applicable): 4 J. is 'j
Page 2 of 5 12.1.2015
1.0--ADDITIONAL DEFINITIONS 2.0—ADDITIONAL GRANT OF LICENSE
In addition to the definitions provided in the License 2.1 Grant of License.Subject to the terms and
Agreement,the following definitions apply to this conditions of this Agreement,Esri grants to Licensee
Agreement: a personal,nonexclusive,nontransferable license
solely to use,copy,and Deploy quantities of the
"Deploy","Deployed" and "Deployment" mean to Products listed in Table A—List of Products for the
redistribute and install the Products and related term provided on the first page(i)for the applicable
Authorization Codes within Licensee's organization(s). Fee and(ii)in accordance with the License
Agreement.
"Fee"means the fee set forth in the Quotation.
2.2 Consultant Access.Esri grants Licensee the right to
"Incident" means a failure of the Software or Online permit Licensee's consultants or contractors to use the
Services to operate according to the Documentation Products exclusively for Licensee's benefit. Licensee
where such failure substantially impacts operational or will be solely responsible for compliance by
functional performance. consultants and contractors with this Agreement and
will ensure that the consultant or contractor
"License Agreement" means(i)the applicable license discontinues use of Products upon completion of
agreement incorporated by this reference that is found at work for Licensee.Access to or use of Products by
http://www.esri.com/legal/software-license;composed of consultants or contractors not exclusively for
the General License Terms and Conditions(E204)and Licensee's benefit is prohibited.Licensee may not
Exhibit 1, Scope of Use(E300);and available in the permit its consultants or contractors to install
installation process requiring acceptance by electronic Software or Data on consultant,contractor,or third-
acknowledgment or(ii)a signed license agreement party computers or remove Software or Data from
between the parties that supersedes such electronically Customer locations,except for the purpose of hosting
acknowledged license agreement. the Software or Data on Contractor Servers for the
benefit of Licensee.
"Maintenance"means Tier 2 Support,Product updates,
and Product patches provided to Licensee during the term
of this Agreement. 3.0—TERM,TERMINATION,AND EXPIRATION
"Product(s)" means the products identified in Table A— 3.1 Term.The term of this Agreement and all licenses
List of Products and any updates to the list Esri provides hereunder will commence on the Effective Date and
in writing. continue for the duration identified on the signature
page,unless this Agreement is terminated earlier as
"Quotation" means the offer letter and quotation provided herein. Licensee is only authorized to use
provided separately to Licensee. Products during the term of this Agreement.For an
Agreement with a limited term,Esri does not grant
"Technical Support" means the technical assistance for Licensee an indefinite or perpetual license to
attempting resolution of a reported Incident through en-or Products.
correction,patches,hot fixes,workarounds,replacement
deliveries,or any other type of Product corrections or 3.2 No Use upon Agreement Expiration or
modifications. Termination.All Product licenses and all
Maintenance,Esri Virtual Campus access,and Esri
"Tier 1 Help Desk" means Licensee's point of contact(s) User Conference registrations terminate on expiration
to provide all Tier 1 Support within Licensee's or termination of this Agreement.
organization(s). 3.3 Termination for a Material Breach.Either party
"Tier 1 Support" means the Technical Support provided may terminate this Agreement for a material breach
by the Tier 1 Help Desk. by the other party.The breaching party will be given
a period of thirty(30)days from the date of written
"Tier 2 Support" means the Technical Support provided notice to cure any material breach.
to the Tier 1 Help Desk when an Incident cannot be
resolved through Tier 1 Support. Licensee will receive 3.4 Termination for Lack of Funds.For an Agreement
Tier 2 Support from Esri. with government or government-owned entities,
either party may terminate this Agreement before any
subsequent year if Licensee is unable to secure
funding through the legislative or governing body's 4. The Tier 1 Help Desk will be the initial points of
approval process. contact for all questions and reporting of an
Incident.The Tier 1 Help Desk will obtain a full
description of each reported Incident and the
4.0—PRODUCT UPDATES system configuration from the user.This may
include obtaining any customizations,code
4.1 Future Updates.Esri reserves the right to update the samples,or data involved in the Incident.The
list of Products in Table A—List of Products by Tier 1 Help Desk may also use any other
providing written notice to Licensee.Licensee may information and databases that may be developed
continue to use all Products that have been Deployed, to satisfactorily resolve the Incident.
but support and upgrades for deleted items may not
be available.As new Products are incorporated into 5. If the Tier 1 Help Desk cannot resolve the
the standard program,they will be offered to Incident,an authorized Tier 1 Help Desk
Licensee via written notice for incorporation into the individual may contact Tier 2 Support.The
Products schedule at no additional charge.Licensee's Tier 1 Help Desk will provide support in such a
use of new or updated Products requires Licensee to way as to minimize repeat calls and make
adhere to applicable additional or revised terms and solutions to problems available to Licensee.
conditions of the License Agreement.
6. Tier 1 Help Desk individuals are the only
4.2 Product Life Cycle.During the term of this individuals authorized to contact Tier 2 Support.
Agreement,some Products may be retired or may no Licensee may change the Tier 1 Help Desk
longer be available to Deploy in the identified individuals by written notice to Esri.
quantities.Maintenance will be subject to the
individual Product Life Cycle Support Status and b. Tier 2 Support
Product Life Cycle Support Policy,which can be
found at http://support.esri.com/en/content 1. Tier 2 Support will log the calls received from
/productlifecycles.Updates for Products in the Tier 1 Help Desk.
mature and retired phases may not be available.
Licensee may continue to use Products already 2. Tier 2 Support will review all information
Deployed for the term of this Agreement,but collected by and received from the Tier 1 Help
Licensee will not be able to Deploy retired Products. Desk including preliminary documented
troubleshooting provided by the Tier 1 Help
Desk when Tier 2 Support is required.
5.0—MAINTENANCE
3. Tier 2 Support may request that Tier 1 Help
The Fee includes standard maintenance benefits specified Desk individuals provide verification of
in the most current applicable Esri Standard Maintenance information,additional information,or answers
Program document(found at http://www.esri.com/legal). to additional questions to supplement any
At Esri's sole discretion,Esri may make patches,hot preliminary information gathering or
fixes,or updates available for download.No Software troubleshooting performed by Tier 1 Help Desk.
other than the defined Products will receive Maintenance.
Licensee may acquire maintenance for other Software 4. Tier 2 Support will attempt to resolve the
outside this Agreement. Incident submitted by Tier 1 Help Desk.
a. Tier 1 Support
5. When the Incident is resolved,Tier 2 Support
1. Licensee will provide Tier 1 Support through the will communicate the information to Tier 1 Help
Tier 1 Help Desk to all Licensee's authorized Desk,and Tier 1 Help Desk will disseminate the
users. resolution to the user(s).
2. The Tier 1 Help Desk will be fully trained in the 6.0—ENDORSEMENT AND PUBLICITI'
Products.
This Agreement will not be construed or interpreted as an
3. At a minimum,Tier 1 Support will include those exclusive dealings agreement or Licensee's endorsement
activities that assist the user in resolving how-to of Products.Either party may publicize the existence of
and operational questions as well as questions on this Agreement.
installation and troubleshooting procedures.
Page 4 of 5 12.1.2015
7.0—ADMINISTRATIVE REQUIREMENTS 8.2 Order Requirements
7.1 OEM Licenses.Under Esri's OEM or Solution OEM a. All orders pertaining to this Agreement will be
programs,OEM partners are authorized to embed or processed through Licensee's centralized point of
bundle portions of Esri products and services with contact.
their application or service.OEM partners'business h. The following information will be included in each
model,licensing terms and conditions,and pricing Ordering Document:
are independent of this Agreement.Licensee will not
seek any discount from the OEM partner or Esri (1) Licensee name;Esri customer number,if known;
based on the availability of Products under this and bill-to and ship-to addresses
Agreement. Licensee will not decouple Esri products (2) Order number
or services from the OEM partners'application or (3) Applicable annual payment due
service.
7.2 Annual Report of Deployments.At each 9.0—MERGERS,ACQUISITIONS,OR
anniversary date and ninety(90)calendar days prior DIVESTITURES
to the expiration date of this Agreement,Licensee
will provide Esri with a written report detailing all If Licensee is a commercial entity, Licensee will notify
Deployments.Upon request,Licensee will provide Esri in writing in the event of(i)a consolidation,merger,
records sufficient to verify the accuracy of the annual or reorganization of Licensee with or into another
report. corporation or entity;(ii)Licensee's acquisition of another
entity;or(iii)a transfer or sale of all or part of Licensee's
organization(subsections i, ii,and iii,collectively referred
8.0—ORDERING,ADMINISTRATIVE to as"Ownership Change").There will be no decrease in
PROCEDURES,DELIVERY,AND Fee as a result of any Ownership Change.
DEPLOI'MENT 9.1 If an Ownership Change increases the cumulative
8.1 Orders,Delivery,and Deployment program count beyond the maximum level for this
Agreement,Esri reserves the right to increase the Fee
a. Licensee will issue an Ordering Document upon or terminate this Agreement and the parties will
execution of this Agreement and annually thereafter negotiate a new agreement.
in accordance with the Quotation.Payment will be
9.2 If an Ownership Change results in transfer or sale of
due and payable within thirty(30)calendar days of a portion of Licensee's organization,that portion of
the anniversary date of the Effective Date,with the Licensee's organization will uninstall,remove,and
initial payment due within thirty(30)calendar days
of execution of this Agreement.Esri's federal ID destroy or transfer the Products to Licensee.
number is 95-2775-732. 9.3 This Agreement may not be assigned to a successor
b. Upon receipt of the initial Ordering Document from entity as a result of an Ownership Change unless
Licensee,Esri will authorize download of the approved by Esri in writing in advance. If the
Products to Licensee for Deployment.If requested, assignment to the new entity is not approved,
Esri will ship backup media to the ship-to address
identified on the Ordering Document,FOB Licensee will require any successor entity to
Destination,with shipping charges prepaid.For those uninstall,remove,and destroy the Products,and this
entities that avoid sales tax by downloading Agreement will terminate upon such Ownership
deliverables,request for delivery or receipt of Change.
tangible media may cause the Fee to be subject to
taxes. Licensee acknowledges that should such taxes
become due,Esri has a right to invoice and Licensee
will pay any such sales or use tax associated with its
receipt of tangible media.
c. Esri will provide Authorization Codes to activate the
nondestructive copy protection program that enables
the Products to operate.
i:,_<•„f 5 12 1 2(115
EQUAL OPPORTUNITY ADDENDUM
This Equal Opportunity Addendum is made and entered into this 5 day of February, 2016, by and between the City
of Salina, Kansas("City")and Environmental Systems Research Institute, Inc.("Contractor").
Recitals
A. The City and the Contractor have entered into the Contractor's Small Enterprise License Agreement--County and
Municipality("Agreement") in relation to the City's use of Contractor's products.
B. The parties desire to modify the Agreement to include certain language required by K.S.A. 44-1030 (part of the
Kansas act against discrimination)and Chapter 13 of the Salina Code.
The parties, in consideration of the mutual promises set forth in the Agreement,agree and covenant:
I. Addition of Equal Opportunity Provisions. The parties agree that the following equal opportunity provisions
are hereby made a part of the Agreement,as if fully set forth therein:
(a) In conformity with the Kansas act against discrimination and Chapter 13 of the Salina Code,the Contractor and its
subcontractors, if any,agree that:
(1) The Contractor shall observe the provisions of the Kansas act against discrimination and Chapter 13 of the
Salina Code and in doing so shall not discriminate against any person in the performance of work under this
Agreement because of race,sex,religion,age,color,national origin, ancestry or disability;
(2) The Contractor shall include in all solicitations, or advertisements for employees, the phrase "equal
opportunity employer,"or a similar phrase to be approved by the city's human relations director;
(3) if the Contractor fails to comply with the manner in which the Contractor reports to the Kansas human rights
commission in accordance with the provisions of K.S.A. 44-1031 and amendments thereto, the Contractor
shall be deemed to have breached this Agreement and it may be canceled, terminated or suspended, in whole
or in part,by the City;
(4) If the Contractor is found guilty of a violation of Chapter 13 of the Salina Code or the Kansas act against
discrimination under a decision or order of the Salina human relations commission or the Kansas human rights
commission which has become final, the Contractor shall be deemed to have breached this Agreement and it
may be canceled,terminated or suspended, in whole or in part, by the City;
(5) The Contractor shall not discriminate against any employee or applicant for employment in the performance
of this Agreement because of race,sex,religion,age,color,national origin, ancestry or disability;and
(6) The Contractor shall include similar provisions in any subcontract under this Agreement.
(b) The provisions of this section shall not apply to this Agreement if the Contractor:
(l) Employs fewer than four employees during the term of this Agreement;or
(2) Contracts with the City for cumulatively$5,000 or less during the City's calendar fiscal year.
IN WITNESS WHEREOF,the parties have caused this Addendum to be signed by their duly authorized representatives on
the day and year first above written.
CITY OF SALINA,KANSAS ENVIRONMENTAL SYSTEMS RESEARCH
INSTITUTE,INC.
By: ��s By: A nQ R42 S I1O1 rr O
•n Gage,City anager Name: Alcjandra Merino
Title: Wynailer,intematiunaf Ct1r ha.b
iv%) esri Quotation # 20478429
�$ Date: November 11, 2015
ENVIRONMENTAL SYSTEMS RESEARCH INSTITUTE, INC. Customer#40141 Contract#
St Louis Regional Office, 3060 Little Hills Expressway
St Charles, MO 63301 City of Salina
Phone: (636) 949-6620 Fax: (636) 949-6735 Engineering Dept
DUNS Number: 06-313-4175 CAGE Code: OAMS3 300 W Ash St Rm 205
Salina, KS 67401
To expedite your order, please attach a copy of
this quotation to your purchase order. ATTENTION: Keith Ganzenmuller
Quote is valid from: 11/11/2015 To: 05/09/2016 PHONE: 785-309-5725
FAX: 785-309-5713
Material Qty Description Unit Price Total
110036 1 Populations of 25,001 to 50,000 Small Government Term Enterprise 35,000.00 35,000.00
License Agreement- Year 1
115572 1 ArcPad Populations of 25,001 to 50,000 Small Government Enterprise 750.00 750.00
License Agreement-Year 1
110036 1 Populations of 25,001 to 50,000 Small Government Term Enterprise 35,000.00 35,000.00
License Agreement-Year 2
115572 1 ArcPad Populations of 25,001 to 50,000 Small Government Enterprise 750.00 750.00
License Agreement-Year 2
110036 1 Populations of 25,001 to 50,000 Small Government Term Enterprise 35,000.00 35,000.00
License Agreement-Year 3
115572 1 ArcPad Populations of 25,001 to 50,000 Small Government Enterprise 750.00 750.00
License Agreement-Year 3
Item Total: 107,250.00
Subtotal: 107,250.00
Sales Tax: 0.00
Estimated Shipping & Handling(2 Day Delivery) : 0.00
Contract Pricing Adjust: 0.00
Total: $107,250.00
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: Jean Jeannotte Email: jjeannotte @esri.com Phone: (636)949-6620 x8526
The items on this quotation are subject to the terms set forth herein and the terms of your signed agreement with Esri,if any,or,where applicable,Esri's
standard terms and conditions at www.esri.com/legal,which are incorporated by reference.Federal government entities and government prime
contractors authorized under FAR 51.1 may purchase under the terms of Esri's GSA Federal Supply Schedule.Acceptance 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.All terms of this quotation will be incorporated into and become part of any additional agreement regarding Esri's products and services.
If sending remittance, please address to: Esri, File No. 54630, Los Angeles, Ca 90074-4630
JEANNOTTEJ This offer is limited to the terms and conditions incorporated and attached herein.
esri Quotation # 20478429
Date: November 11, 2015
ENVIRONMENTAL SYSTEMS RESEARCH INSTITUTE, INC. Customer#40141 Contract#
St Louis Regional Office, 3060 Little Hills Expressway City of Salina
St Charles, MO 63301
Phone: (636)949-6620 Fax: (636) 949-6735 Engineering Dept
DUNS Number: 06-313-4175 CAGE Code: OAMS3 300 W Ash St Rm 205
Salina, KS 67401
To expedite your order,please attach a copy of
this quotation to your purchase order. ATTENTION: Keith Ganzenmuller
Quote is valid from: 11/11/2015 To: 05/09/2016 PHONE: 785-309-5725
FAX: 785-309-5713
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.
P1-(1 2--B-
Signature of Authorized Representative Date
Name(Please Print)
Ci- Eris'0cipr
Title
The quotation information is propnetary 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.Esn
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 Esn with a copy of a current tax exemption certificate issued by your state's taxing authority for the given junsdiction.
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: Jean Jeannotte Email: jjeannotte@esri.com Phone: (636)949-6620 x8526
The items on this quotation are subject to the terms set forth herein and the terms of your signed agreement with Esri,if any,or,where applicable,Esri's
standard terms and conditions at www.esri.com/legal,which are incorporated by reference. Federal government entities and government prime
contractors authorized under FAR 51.1 may purchase under the terms of Esri's GSA Federal Supply Schedule.Acceptance 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.All terms of this quotation will be incorporated into and become part of any additional agreement regarding Esri's products and services.
If sending remittance, please address to: Esri, File No. 54630, Los Angeles, Ca 90074-4630
JEANNOTTEJ This offer is limited to the terms and conditions incorporated and attached herein.