HomeMy WebLinkAbout2024-177 AGRMT Environmental Systems Research Institute, Inc. A` ; �' ' Goods and Services Agreement
City Information Contractor Information
City of Ashland Firm Name: Environmental Systems Research Institute, Inc.
Attn: Lea Richards Contact: Rosny Hang
20 East Main Street Address: 380 New York St.
Ashland, Oregon 97520 Redlands, CA 92373-8100
Phone:
541-552-2418 Phone: (909) 793-2853
Email: lea.richards@ashland.or.us Email: rhang@esri.com
Contract Summary
Procurement Method: Sole Source
Completion Date: 6/30/2027
Contract Amount: 87900 Eighty seven thousand nine hundred dollars
Description of Services: ESRI Annual Small Government Enterprise 3-Year Subscription
Supporting Documents: Quotation # Q-515549 Dated: 5/20/2024
Dated:
Dated:
Dated:
This Goods and Services Agreement (hereinafter "Agreement") is entered into by and between the
City of Ashland, an Oregon municipal corporation (hereinafter "City") and the Contractor listed under
Contractor Information above, (hereinafter "Contractor'), for the services listed under Description of
Services and the Supporting Documents as noted in the Contract Summary above.
This Agreement and the Supporting Documents shall be construed to be mutually complimentary and
supplementary wherever possible. In the event of a conflict which cannot be so resolved, the
provisions of this Agreement itself shall control over any conflicting provisions in any of the Supporting
Documents. In the event of conflict between provisions of the Supporting Documents, the Supporting
Documents shall be given precedence in the order listed above.The Contractor's initials[] herein
signify acknowledgment and agreement to this provision, if applicable, or if not sign "N/A".
The goods and services defined and described in the Supporting Documents shall hereinafter be
collectively referred to as "Work."
Page 1 of 8: Goods and Services Agreement between the City of Ashland and ESRI
1. Term and Termination
1.1. Term. This Agreement shall be effective from the date of execution on behalf of the City as
set forth below (the "Effective Date") and shall continue in full force and effect until the
Completion Date indicated in the Contract Summary on page one of this Agreement unless
sooner terminated as provided in Subsection 1.2.
1.1. Time is of the essence. Time is of the essence for Contractor's performance of
each and every obligation and duty under this Agreement. City, by written notice to
Contractor of default or breach, may at any time terminate the whole or any part of this
Agreement if Contractor fails to provide the Work called for by this Agreement within the
time specified herein or within any extension thereof.
1.2. Termination
1.2.1. The City and Contractor may terminate this Agreement by mutual agreement at any
time.
1.2.2. The City may, upon not less than thirty (30) days' prior written notice, terminate this
Agreement for any reason deemed appropriate in its sole discretion.
1.2.3. Either party may terminate this Agreement, with cause, by not less than fourteen (14)
days' prior written notice if the cause is not cured within that fourteen (14) day period
after written notice. Such termination is in addition to and not in lieu of any other remedy
at law or equity.
2. Compensation
2.1. City shall pay Contractor the sum listed as the "Contract Amount" in the Contract Summary
on page one of this Agreement as provided herein as full compensation for the Work as
specified in the supporting documents.
2.2. In no event shall Contractor's total of all compensation and reimbursement under this
Agreement exceed the "Contract Amount" listed in the Contract Summary without express,
written approval from the appropriate Department Head or City Manager. Contractor
acknowledges that any work delivered, or expenses incurred without authorization as
provided herein is done at Contractor's own risk and as a volunteer without expectation of
compensation or reimbursement.
3. Contractor's Obligations
3.1. Performance. Provide the goods or services as set forth in the Supporting Documents
attached hereto and, by this reference, incorporated herein.
3.2. Nondiscrimination. Contractor agrees that no person shall, on the grounds of race, color,
religion, creed, sex, marital status,familial status or domestic partnership, national origin, age,
mental or physical disability, sexual orientation, gender identity or source of income, suffer
discrimination in the performance of this Agreement when employed by Contractor.
Contractor agrees to comply with all applicable requirements of federal and state civil rights
and rehabilitation statutes, rules and regulations. Further, Contractor agrees not to
discriminate against a disadvantaged business enterprise, minority-owned business,woman-
owned business, a business that a service-disabled veteran owns or an emerging small
Page 2 of 8: Goods and Services Agreement between the City of Ashland and ESRI
business enterprise certified under ORS 200.055, in awarding subcontracts as required by
ORS 279A.110.
3.3. Subcontractor Notification. In all solicitations either by competitive bidding or negotiation
made by Contractor for work to be performed under a subcontract, including procurements of
materials or leases of equipment, each potential subcontractor or supplier shall be notified by
the Contractors of the Contractor's obligations under this Agreement and Title VI of the Civil
Rights Act of 1964 and other federal nondiscrimination laws.
3.4. Living Wage Requirements. If the amount of this Agreement is $25,335.05 or more,
Contractor is required to comply with Chapter 3.12 of the Ashland Municipal Code by paying
a living wage, as defined in that chapter, to all employees performing Work under this
Agreement and to any Subcontractor who performs 50% or more of the Work under this
Agreement. Contractor is also required to post the notice attached hereto as "Exhibit A"
predominantly in areas where it will be seen by all employees.
4. Contractor's Compliance with Tax Laws
4.1. Contractor represents and warrants to the City that:
4.1.1. Contractor shall, throughout the term of this Agreement, including any extensions
hereof, comply with:
• All tax laws of the State of Oregon, including but not limited to ORS 305.620 and
ORS chapters 316, 317, and 318;
• Any tax provisions imposed by a political subdivision of the State of Oregon
applicable to Contractor; and
• Any rules, regulations, charter provisions, or ordinances that implement or enforce
any of the foregoing tax laws or provisions.
4.1.2. Contractor further certifies that contractor is not in violation of any Oregon tax laws
referenced in ORS 305.380(4).
4.2. Tax Compliance Breach. Contractor's failure to comply with the tax laws of the State of
Oregon and all applicable tax laws of any political subdivision of the State of Oregon shall
constitute a material breach of this Agreement. Further, any violation of Contractor's
warranty, as set forth in this Article 9, shall constitute a material breach of this Agreement.
Any material breach of this Agreement shall entitle the City to terminate this Agreement and
to seek damages and any other relief available under this Agreement, at law, or in equity.
5. Insurance. Contractor shall obtain and maintain during the term of this Agreement and until City's
final acceptance of all Work received hereunder, a policy or policies of liability insurance Each
policy of such insurance shall be on an "occurrence" and not a "claims made" form, and shall
include:
5.1. Commercial general liability -- with a combined single limit, or the equivalent, of not less
than $2,000,000 (two million dollars) per occurrence and $3,000,000 (three million dollars) in
the aggregate for Bodily Injury and Property Damage.
Page 3 of 8: Goods and Services Agreement between the City of Ashland and ESRI
5.2. Commercial Automobile Liability -- with a combined single limit, or the equivalent of not
less than $1,000,000 (one million dollars) for each accident for Bodily Injury and Property
Damage, including coverage for owned, hired and non-owned vehicles.
5.3. Additional forms: (See Attached)
5.4. Worker's Compensation. Contractor shall, at its own expense, maintain Worker's
Compensation Insurance in compliance with ORS 656.017,which requires subject employers
to provide workers' compensation coverage for all of its subject workers. As evidence of the
insurance required by this Agreement, the Contractor shall furnish an acceptable insurance
certificate prior to commencing any Work with limits not less than $500,000.
5.4.1. Workers' Compensation Exemption: If applicable, Contractor affirms and certifies that
it is exempt from providing Workers' Compensation per ORS 656.027.
Exemption criteria: CIH k or tap here to enter text.
Contractor initials if exempt: Date:
6. Additional Insured/Certificates of Insurance. The Contractor shall name the City of Ashland,
Oregon, along with its elected officials, officers, and employees, as Additional Insureds on all
insurance policies (excluding Professional Liability and Workers' Compensation) necessary for
this Agreement. This inclusion applies solely to the services provided by the Contractor under this
Agreement. The Contractor's insurance must be primary and non-contributory. Before
commencing work, the Contractor must provide acceptable insurance certificates as proof of the
required coverage. These certificates must specify all parties included as additional Insureds,
treating each named and additional named insured as if they were covered under separate
policies, without increasing policy limits. Insuring companies or entities must be accepted by the
City. Upon request, the Contractor must provide complete copies of insurance policies and trust
agreements to the City.Additionally, the Contractor must provide an endorsement naming the City,
its officers, employees, and agents as additional insureds by the Effective Date of this Agreement,
accompanied by approved certificate(s) of insurance.
7. Indemnity. Contractor shall defend, save, hold harmless and indemnify the City and its officers,
employees and agents from and against any and all claims, suits, actions, losses, damages,
liabilities, costs, and expenses of any nature resulting from, arising out of, or relating to the
activities of Contractor or its officers, employees, contractors, or agents under this Agreement.
8. Notice
Whenever notice is required or permitted to be given under this Agreement, such notice shall be
given in writing to the other party by personal delivery, by sending via a reputable commercial
overnight courier, or by mailing using registered or certified United States mail, return receipt
requested, postage prepaid, to the addresses set forth above with a copy to:
City of Ashland — Legal Department
20 E. Main Street
Ashland, Oregon 97520
Phone: (541) 488-5350
Page 4 of 8: Goods and Services Agreement between the City of Ashland and ESRI
6. Remedies
6.1. In the event Contractor is in default of this Agreement, City may, at its option, pursue any or
all of the remedies available to it under this Agreement and at law or in equity, including, but
not limited to:
6.1.1. Termination of this Agreement.
6.1.2. Withholding all monies due for the Work that Contractor has failed to deliver within any
scheduled completion dates or any Work that have been delivered inadequately or
defectively.
6.1.3. Initiation of an action or proceeding for damages, specific performance, or declaratory
or injunctive relief.
6.1.4. These remedies are cumulative to the extent the remedies are not inconsistent, and
City may pursue any remedy or remedies singly, collectively, successively or in any order
whatsoever.
6.2. Default: The Contractor shall be in default of this Agreement if Contractor: commits any
material breach or default of any covenant, warranty, certification, or obligation under the
Agreement; institutes an action for relief in bankruptcy or has instituted against it an action
for insolvency; makes a general assignment for the benefit of creditors; or ceases doing
business on a regular basis of the type identified in its obligations under the Agreement; or,
without written authorization by the City, attempts to assign rights in, or delegate duties
under, this Agreement.
6.3. Liability Limitation. In no event shall City be liable to Contractor for any expenses related to
termination of this Agreement or for anticipated profits. If previous amounts paid to Contractor
exceed the amount due, Contractor shall pay immediately any excess to City upon written
demand provided.
7. General Provisions
7.1. Non-exclusive Agreement. City is not obligated to procure any specific amount of Work
from Contractor and is free to procure similar types of goods and services from other
Contractors in its sole discretion.
7.2. Independent Contractor Status. Contractor is an independent contractor and not an
employee or agent of the City for any purpose.
7.3. Statutory Requirements. The following laws of the State of Oregon are hereby incorporated
by reference into this Agreement: ORS 279B.220, 279B.230 and 279B.235
7.4. Assignment. Contractor shall not assign this Agreement or subcontract any portion of the
Work to be provided hereunder without the prior written consent of the City. Any attempted
assignment or subcontract without written consent of the City shall be void. Contractor shall
be fully responsible for the acts or omissions of any assigns or subcontractors and of all
persons employed by them, and the approval by the City of any assignment or subcontract
shall not create any contractual relation between the assignee or subcontractor and the City.
Page 5 of 8: Goods and Services Agreement between the City of Ashland and ESRI
7.5. Force Majeure. Neither party to this Agreement shall hold the other responsible for damages
or delay in performance caused by acts of God, strikes, lockouts, accidents, or other events
beyond the control of the other or the other's officers, employees or agents.
7.6. Deliveries F.O.B destination. Contractor shall pay all transportation and handling charges
for the Goods. Contractor is responsible and liable for loss or damage until final inspection
and acceptance of the Goods by the City. Contractor remains liable for latent defects, fraud,
and warranties.
7.7. Goods Rejection. The City may reject non-conforming Goods and require Contractor to
correct them without charge or deliver them at a reduced price, as negotiated. If Contractor
does not cure any defects within a reasonable time, the City may reject the Goods and cancel
this Agreement in whole or in part. This paragraph does not affect or limit the City's rights,
including its rights under the Uniform Commercial Code, ORS Chapter 72 (UCC).
7.8. Goods Warranty Representation. Contractor represents and warrants that the Goods are
new, current, and fully warranted by the manufacturer. Delivered Goods will comply with
Supporting Documents and be free from defects in labor, material and manufacture.
Contractor shall transfer all warranties to the City.
7.9. Waiver of Breach. One or more waivers or failures to object by either party to the other's
breach of any provision, term, condition, or covenant contained in this Agreement shall not
be construed as a waiver of any subsequent breach, whether or not of the same nature.
7.10. Jurisdiction. This Agreement shall be governed by the laws of the State of Oregon without
regard to conflict of laws principles. Exclusive venue for litigation of any action arising under
this Agreement shall be in the Circuit Court of the State of Oregon for Jackson County unless
exclusive jurisdiction is in federal court, in which case exclusive venue shall be in the federal
district court for the district of Oregon. Each party expressly waives any and all rights to
maintain an action under this Agreement in any other venue, and expressly consents that,
upon motion of the other party, any case may be dismissed or its venue transferred, as
appropriate, so as to effectuate this choice of venue.
7.11. Severance. If any provision of this Agreement is found by a court of competent jurisdiction
to be unenforceable, such provision shall not affect the other provisions, but such
unenforceable provision shall be deemed modified to the extent necessary to render it
enforceable, preserving to the fullest extent permitted the intent of Contractor and the City set
forth in this Agreement.
8. Merger. This agreement and the attached exhibits constitute the entire understanding and
agreement between the parties. No waiver, consent, modification or change of terms of this
agreement shall bind either party unless in writing and signed by both parties. Such waiver,
consent, modification or change, if made, shall be effective only in the specific instance and for
the specific purpose given. There are no understandings, agreements, or representations, oral or
written, not specified herein regarding this agreement. Contractor, by signature of its authorized
representative, hereby acknowledges that he/she has read this agreement, understands it, and
agrees to be bound by its terms and conditions.
Page 6 of 8: Goods and Services Agreement between the City of Ashland and ESRI
WITNESS WHEREOF, the parties have executed this Agreement in their respective names by their
duly authorized representatives as of the dates indicated below. This Agreement may be executed in
two counterparts, each of which shall be deemed an original,with equal force and effect as if executed
in a single document.
CITY OF ASHLAND: ESRI (CONTRACTOR):
B 5��C
y:
By:
Sabrina Cotta, Interim City Manager
Sabrina Cotta Signature
Printed Name
6/3/2024 Printed Name
Date
Title
Date
Purchase Order No.
(W-9 is to be submitted with this signed Agreement)
APPROVED AS TO FORM:
............................
City Attorney Carme I
Zahran,
5.30.24
Page 7 of 8: Goods and Services Agreement between the City of Ashland and
Exhibit A
CATY OF AS �H �LA, ND,, 01 EGO �N
I 'y jof Ashland lL
LI'V[N'G
WAGE
per hour,, effective June 301,, 2,023.
Tlhe Liviing Wage is adjusted annually every
June 30 by the Consumer Price Index.
portion of the business of of health care,retireirrenk
thelir erri of the 401 K,and IRS efiOble
employer has ten or more cafeteria plans�indudiing
eirriplayees,wd has re ;red M/,,Ocare)ii to the
For 61 Ihouiirs 4wmorked U11der a financial assistarc�e for the employee's;arrount,of wages.
' projed or burliness from the
ser6ce czrytiract between th6ir aity of Ashland over Note: For temporary an�d
erriplayer��and the City of $25.,335.05; pearl-time emlobyees,the
Ashiland I the contract 1-ming Wage Aces inot.apply
exceed'G$25J35.015 or irrore.
I thi erri is the City of to,the first.1040 houirsworked
IFcr 61 Ihouiirs worked in a Azhilaird, rr-liud"iing the Parks in arty calendar year. For
i if th�e en*byee and Recreatm Npartment. more&t"80s;'pleffse see
spen s,50%a more of the Ashland Munidpal Code
employee's time in that month Illn calcrWatiling the living wage, %d lion 3,.12.020
warkmg on a projedur eirriployers may add the value
F'or additilanal iinformations
Call the AsHand City Wnag&rIs,office at 94 148,15-6002 or wite to the Cdy Manager,
City Hall, O East Main StrW,Ashlan,d, OR 97520,or visit the Ctty's websile at wwwashilajid.OTAIS.
Notice to IEmipl,oyers: This i i be,posted lire areas where it can be seen by all empioyees.
Illi T V 0 r
ASHLAND
Page 8 of 8: Goods and Services Agreement between the City of Ashland and ESRI
THE
i SCIENCE
OF
esr � WHERE'
May 20, 2024
Ms. Lea Richards
City of Ashland
20 E Main St
Ashland, OR 97520-1814
Dear Lea,
The Esri Small Municipal and County Government Enterprise Agreement(SGEA) is a three-year agreement that
will grant your organization access to Esri term license software. The EA will be effective on the date executed and
will require a firm, three-year commitment.
Based on Esn"s work with several organizations similar to yours,we know there is significant potential to apply
Geographic Information System (GIS)technology in many operational and technical areas within your
organization. For this reason,we believe that your organization will greatly benefit from an Enterprise Agreement
(EA).
An EA will provide your organization with numerous benefits including:
■ A lower cost per unit for licensed software
■ Substantially reduced administrative and procurement expenses
■ Complete flexibility to deploy software products when and where needed
The following business terms and conditions will apply:
■ All current departments, employees, and in-house contractors of the organization will be eligible to use
the software and services included in the EA.
■ If your organization wishes to acquire and/or maintain any Esri software during the term of the agreement
that is not included in the EA,it may do so separately at the Esri pricing that is generally available for
your organization for software and maintenance.
■ The organization will establish a single point of contact for orders and deliveries and will be responsible
for redistribution to eligible users.
■ The organization will establish a Tier 1 support center to field calls from internal users of Esri software.
The organization may designate individuals as specified in the EA who may directly contact Esri for Tier
2 technical support.
■ The organization will provide an annual report of installed Esri software to Esri.
■ Esri software and updates that the organization is licensed to use will be automatically available for
downloading.
■ The fee and benefits offered in this EA proposal are contingent upon your acceptance of Esri's Small
Municipal and County Government EA terms and conditions.
380 New York Street 909.793.2853 esri.com
Redlands,California 92373-8100 USA info@esri.com
Small Government Enterprise Agreement
■ Licenses are valid for the term of the EA.
This program offer is valid for 90 days. To complete the agreement within this time frame,please contact me
within the next seven days to work through any questions or concerns you may have.
To expedite your acceptance of this EA offer:
1. Sign and return the EA contract with a Purchase Order or issue a Purchase Order that references this EA
Quotation and includes the following statement on the face of the Purchase Order:
"THIS PURCHASE ORDER IS GOVERNED BY THE TERMS AND CONDITIONS OF THE ESRI
SMALL MUNICIPAL AND COUNTY GOVERNMENT EA,AND ADDITIONAL TERMS AND
CONDITIONS IN THIS PURCHASE ORDER WILL NOT APPLY."
Have it signed by an authorized representative of the organization.
2. On the first page of the EA,identify the central point of contact/agreement administrator. The agreement
administrator is the parry that will be the contact for management of the software, administration issues,
and general operations. Information should include name,title (if applicable), address,phone number, and
e-mail address.
3. In the purchase order,identify the "Ship to" and"Bill to" information for your organization.
4. Send the purchase order and agreement to the address, email or fax noted below:
Esri e-mail: service@esri.com
Attn: Customer Service SG-EA fax documents to: 909-307-3083
380 New York Street
Redlands, CA 92373-8100
I appreciate the opportunity to present you with this proposal, and I believe it will bring great benefits to your
organization.
Thank you very much for your consideration.
Best Regards,
Sara Lau
r„E Quotation # Q-515549
Oesri
® SCIENCE
OF WHERE- Date: May 20, 2024
Environmental Systems Research Institute, Inc. Customer# 148538 Contract#
380 New York St
Redlands, CA 92373-8100 City of Ashland
Phone: (909)793-2853 Department of Innovation and Technology
DUNS Number: 06-313-4175 CAGE Code: OAMS3 20 E Main St
Ashland, OR 97520-1814
To expedite your order,please attach a copy of ATTENTION: Lea Richards
this quotation to your purchase order. PHONE: 5414885347
Quote is valid from:211412024 To:811212024 EMAIL: lea.richards@ashland.or.us
Material Qty Term Unit Price Total
168177 1 Year 1 $29,300.00 $29,300.00
Populations of 0 to 25,000 Small Government Enterprise Agreement Annual Subscription
168177 1 Year 2 $29,300.00 $29,300.00
Populations of 0 to 25,000 Small Government Enterprise Agreement Annual Subscription
168177 1 Year 3 $29,300.00 $29,300.00
Populations of 0 to 25,000 Small Government Enterprise Agreement Annual Subscription
Subtotal: $87,900.00
Sales Tax: $0.00
Estimated Shipping and Handling (2 Day Delivery): $0.00
Contract Price Adjust: $0.00
Total: $87,900.00
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:
Sara Lau slau@esri.com (909)793-2853 x8399
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/content/dam/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:Hgo.esri.com/MAPS apply to your
purchase of that item. If any item is quoted with a multi-year payment schedule,then unless otherwise stated in this quotation, Customer is required
to make all payments without right of cancellation.Third-party data sets included in a quotation as separately licensed items will only be provided
and invoiced if Esri is able to provide such data and will be subject to the applicable third-party's terms and conditions. If Esri is unable to provide
any such data set, Customer will not be responsible for any further payments for the data set. US Federal government entities and US 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 US 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 for customers located in the USA.
LADS This offer is limited to the terms and conditions incorporated and attached herein.
Esri Use Only r mom i, � i, %uam
HE
Cust. Name � � '
Cust.# �„„
a
PO#
Esri Agreement#
II AII,,,,A,,, IE INTIE IR IP IRII S IE A G IR IE IE IIV IE INN
COUNTY A1141D II IIIIICIIIAAII,,,,JITY G VIERINII I Il T
(1E2144)
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.
Talla11e A.
Il,,,,Ast of Products
Uncapped Quantities Developer Tools
Desktop Software and Extensions (Single Use) ArcGIS Runtime Standard
ArcGIS Desktop Advanced ArcGIS Runtime Analysis Extension
ArcGIS Desktop Standard
ArcGIS Desktop Basic Limited Quantities
ArcGIS Desktop Extensions: ArcGIS 3D Analyst, One (1) Professional subscription to ArcGIS Developer
ArcGIS Spatial Analyst, ArcGIS Geostatistical Analyst, Two (2)ArcGIS CityEngine Single Use Licenses
ArcGIS Publisher, ArcGIS Network Analyst, ArcGIS 50 ArcGIS Online Viewers
Schematics, ArcGIS Workflow Manager, ArcGIS Data 50 ArcGIS Online Creators
Reviewer 10,000 ArcGIS Online Service Credits
50 ArcGIS Enterprise Creators
Enterprise Software and Extensions 2 ArcGIS Insights in ArcGIS Enterprise
ArcGIS Enterprise (Advanced and Standard) 2 ArcGIS Insights in ArcGIS Online
ArcGIS Monitor 5 ArcGIS Location Sharing User Type Extension (Enterprise)
ArcGIS Enterprise Extensions: ArcGIS 3D Analyst, 5 ArcGIS Location Sharing User Type Extension (Online)
ArcGIS Spatial Analyst, ArcGIS Geostatistical Analyst, 6 ArcGIS Advanced Editing User Type Extension (Enterprise)
ArcGIS Network Analyst, ArcGIS Schematics, ArcGIS
Workflow Manager, ArcGIS Data Reviewer
Enterprise Additional Capability 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
Five percent (5%)discount on all individual commercially available instructor-led training classes at Esri
facilities purchased outside this Agreement
*Additional sets of backup media may be purchased for a fee
Page 1 of 6 November 9,2023
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: 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:
Dragonfly Lea Richards
(Customer)
��agon G, Lea RlMa��fJ
By: 'r)ragoi;f'iy a a ar ,(. ,s,zoza o�:zz PD Fr
Authorized Signature
Printed Name: Dragonfly Lea Richards
Title: GIS Manager
Date: 6/3/2024
CUSTOMER CONTACT INFORMATION
Contact: Dragonfly Lea Richards Telephone: (541 ) 552-2418
Address: 90 N Mountain Av Fax:
City, State, Postal Code: Ashland, OR 97520 E-mail: lea.richards@ashlandoregon.gov
Country: USA
Quotation Number(if applicable):
Page 2 of 6 November 9,2023
1. °°°°°°°,,. DDII-fIIOINAII.,,, IDEFIIII'girrllaigs 2.0°°°°°°°,,. IDDil-rilOINAII.,,, GRANT OF I,,,,,,IICIEINSIE
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 https://www.esri.com/en- third-party computers or remove Software or
us/legal/terms/full-master-agreement and available in Data from Customer locations, except for the
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. . °°°°°°°..TIEIRI , 'TIEIRII IIINAfIIOIiq, AND ExIPIIRA-fl1011'q
"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-
Page 3 of 6 November 9,2023
owned entities, either party may terminate this than the defined Products will receive Maintenance.
Agreement before any subsequent year if Customer may acquire maintenance for other
Customer is unable to secure funding through Software outside this Agreement.
the legislative or governing body's approval
process. a. "'III"'tier 1 Support
3.5 Follow-on Term. If the parties enter into 1 Customer will provide Tier 1 Support
another agreement substantially similar to this through the Tier 1 Help Desk to all
Agreement for an additional term, the effective Customer's authorized users.
date of the follow-on agreement will be the day
after the expiration date of this Agreement. 2. The Tier 1 Help Desk will be fully trained in
the Products.
. ,,,,,,,,,,,,,,,,IRR DUcT IPDA-rES 3. At a minimum, Tier 1 Support will include
those activities that assist the user in
4.1 Future Updates. Esri reserves the right to resolving how-to and operational questions
update the list of Products in Table A—List of as well as questions on installation and
Products by providing written notice to troubleshooting procedures.
Customer. Customer may continue to use all
Products that have been Deployed, but support 4. The Tier 1 Help Desk will be the initial point
and upgrades for deleted items may not be of contact for all questions and reporting of a
available. As new Products are incorporated into Case. The Tier 1 Help Desk will obtain a full
the standard program, they will be offered to description of each reported Case and the
Customer via written notice for incorporation into system configuration from the user. This
the Products schedule at no additional charge. may include obtaining any customizations,
Customer's use of new or updated Products code samples, or data involved in the Case.
requires Customer to adhere to applicable
additional or revised terms and conditions in the 5. If the Tier 1 Help Desk cannot resolve the
Master Agreement. Case, an authorized Tier 1 Help Desk
individual may contact Tier 2 Support. The
4.2 Product Life Cycle. During the Term of Tier 1 Help Desk will provide support in such
Agreement, some Products may be retired or a way as to minimize repeat calls and make
may no longer be available to Deploy in the solutions to problems available to
identified quantities. Maintenance will be subject Customer's organization.
to the individual Product Life Cycle Support
Status and Product Life Cycle Support Policy, 6. Tier 1 Help Desk individuals are the only
which can be found at individuals authorized to contact Tier 2
https://support.esri.com/en/other- Support. Customer may change the Tier 1
resources/product-life-cycle. Updates for Help Desk individuals by written notice to
Products in the mature and retired phases may Esri.
not be available. Customer may continue to use
Products already Deployed, but Customer will b. "'III"'tier 2 Support
not be able to Deploy retired Products.
1. Tier 2 Support will log the calls received
from Tier 1 Help Desk.
. °°°°°°°°. AIIINTEINAINCIE 2. Tier 2 Support will review all information
collected by and received from the Tier 1
The Fee includes standard maintenance benefits Help Desk including preliminary documented
during the Term of Agreement as specified in the troubleshooting provided by the Tier 1 Help
most current applicable Esri Maintenance and Desk when Tier 2 Support is required.
Support Program document (found at
https://www.esri.com/en- 3. Tier 2 Support may request that Tier 1 Help
us/legal/terms/maintenance). At Esri's sole Desk individuals provide verification of
discretion, Esri may make patches, hot fixes, or information, additional information, or
updates available for download. No Software other answers to additional questions to
Page 4 of 6 November 9,2023
supplement any preliminary information operate, or allow access to the Products. If this
gathering or troubleshooting performed by is a multi-year Agreement, Esri may invoice the
Tier 1 Help Desk. Fee up to thirty (30) calendar days before the
4. Tier 2 Support will attempt to resolve the annual anniversary date for each year.
Case submitted by Tier 1 Help Desk. b. Undisputed invoices will be due and payable
5. When the Case is resolved, Tier 2 Support within thirty (30) calendar days from the date of
will communicate the information to Tier 1 invoice. Esri reserves the right to suspend
Help Desk, and Tier 1 Help Desk will Customer's access to and use of Products if
disseminate the resolution to the user(s). Customer fails to pay any undisputed amount
owed on or before its due date. Esri may charge
Customer interest at a monthly rate equal to the
lesser of one percent (1.0%) per month or the
6.0°°°°°°°°.EINIDORSEII EINT AND PUBI.JlCirry maximum rate permitted by applicable law on
any overdue fees plus all expenses of collection
This Agreement will not be construed or interpreted for any overdue balance that remains unpaid
as an exclusive dealings agreement or Customer's ten (10)days after Esri has notified Customer of
endorsement of Products. Either party may publicize the past-due balance.
the existence of this Agreement.
c. Esri's federal ID number is 95-2775-732.
'7. °°°°°°°,,.AD1M1Hqls,rRA,r11VE IIIEUIIIREIIEINTS d. If requested, Esri will ship backup media to the
ship-to address identified on the Ordering
7.1 OEM Licenses. Under Esri's OEM or Solution Document, FOB Destination, with shipping
OEM programs, OEM partners are authorized to charges prepaid. Customer acknowledges that
embed or bundle portions of Esri products and should sales or use taxes become due as a
services with their application or service. OEM result of any shipments of tangible media, Esri
partners' business model, licensing terms and has a right to invoice and Customer will pay any
conditions, and pricing are independent of this such sales or use tax associated with the receipt
Agreement. Customer will not seek any discount of tangible media.
from the OEM partner or Esri based on the
availability of Products under this Agreement. 3.2 Order Requirements. Esri does not require
Customer will not decouple Esri products or Customer to issue a purchase order. Customer
services from the OEM partners' application or may submit a purchase order in accordance with
service. its own process requirements, provided that if
Customer issues a purchase order, Customer
7.2 Annual Report of Deployments. At each will submit its initial purchase order on the
anniversary date and ninety (90) calendar days Effective Date. If this is a multi-year Agreement,
prior to the expiration of this Agreement, Customer will submit subsequent purchase
Customer will provide Esri with a written report orders to Esri at least thirty (30) calendar days
detailing all Deployments. Upon request, before the annual anniversary date for each
Customer will provide records sufficient to verify year.
the accuracy of the annual report.
a. All orders pertaining to this Agreement will be
processed through Customer's centralized point
. °°°°°°°,,.ORDERING, DII IIINIIS-fRA-fIIVIE of contact.
RROCIEDUIRIES, DIEII.,JIVIERY, AINID
� IEIPIL,,,O"�IIEIN�f I . The following information will be included in
each Ordering Document:
8.1 Orders, Delivery, and Deployment (1) Customer name; Esri customer number, if
a. Upon the Effective Date, Esri will invoice known; and bill-to and ship-to addresses
(2) Order number
Customer and provide Authorization Codes to (3) Applicable annual payment due
activate the nondestructive copy protection
program that enables Customer to download,
Page 5 of 6 November 9,2023
9.0.................I IE IE , AcCuil il-ril N , OR
I IIVIE Ti ruRE
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
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 9,2023
DATE(MM/DD/YYYY)
A�" CERTIFICATE OF LIABILITY INSURANCE
05/28/2024
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES
BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED
REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER.
IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed.
If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on
this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).
PRODUCER CONTACT '..
Marsh Risk&Insurance Services NAME: Brandon Pham
17901 Von Karman Avenue,Suite 1100 WC,No.PHONE E • 213-346-5165 ac No: 9493992999
(949)399-5800;License 40437153 EMAIL
Irvine,CA 92614 ADDRESS: brandon.pham@marsh.com
INSURERS AFFORDING COVERAGE NAIC#
CN102703377-ESRI-GAWU-24-25 INSURER A: Travelers Property Casualty Co.of America 25674
INSURED INSURER B:
Environmental Systems
Research Institute,Inc. INSURER C:
380 New York Street INSURER D:
Redlands,CA 92373
INSURER E:
INSURER F:
COVERAGES CERTIFICATE NUMBER: LOS-002763363-01 REVISION NUMBER:
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD
INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,
EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
INSR TYPE OF INSURANCE ADDL SUER POLICY NUMBER MM/DD�YY MM/DD�YY XP LIMITS
LTR
A X COMMERCIALGENERALLIABILITY H-660-013OP85A-TIL-24 02/15/2024 02/15/2025 EACH OCCURRENCE $ 1,000,000
DAMAGE To RETED
CLAIMS-MADE X❑OCCUR PREMISES(E.occurrence)) $ 1,000,000
X BLANKET CONTRACTUAL MED EXP(Any one person) $ 10,000
X OWNERS&CONTRACTORS PERSONAL&ADV INJURY $ 1,000,000
GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000
X POLICY 0 PRO ❑
JECT LOC PRODUCTS-COMP/OP AGG $ 2,000,000
OTHER: $
A AUTOMOBILE LIABILITY BA-9M249836-24-13-G 02/15/2024 02/15/2025 COMBINED SINGLE LIMIT $ 1,000,000
Ea accident
IXX ANY AUTO BODILY INJURY(Per person) $
OWNED SCHEDULED BODILY INJURY(Per accident) $
AUTOS ONLY AUTOS
HIRED NON-OWNED PROPERTY DAMAGE
AUTOS ONLY X AUTOS ONLY Per accident $ '..
COMP/COLL DEDS: $ 1,000
UMBRELLA LIAB OCCUR EACH OCCURRENCE $
EXCESS LIAB HCLAIMS-MADE AGGREGATE $
DED I I RETENTION$ $
A WORKERS COMPENSATION UB-BJ256475-24-I3-G 02/15/2024 02/15/2025 X STA UTE ER
H
AND EMPLOYERS'LIABILITY ------- ---------
ANYPROPRIETOR/PARTNER/EXECUTIVE _/N E.L.EACH ACCIDENT _ $ 1,000,000
OFFICER/MEMBEREXCLUDED? ❑N NIA
(Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 1,000,000
If yes,describe under 1,000,000
DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $
DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,maybe attached if more space is required)
CERTIFICATE HOLDER CANCELLATION
City of Ashland SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
Attn:GIS Division THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN
20 E Main St ACCORDANCE WITH THE POLICY PROVISIONS.
Ashland,OR 97520-1814
AUTHORIZED REPRESENTATIVE
x4V4 RW&904wMom S�utced
@ 1988-2016 ACORD CORPORATION. All rights reserved.
ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD