HomeMy WebLinkAboutresolution.council.144-22RESOLUTION #144
(Series of 2022)
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ASPEN,
COLORADO, APPROVING A CONTRACT BETWEEN THE CITY OF ASPEN
AND ENVIRONMENTAL SYSTEMS RESEARCH INSTITUTE, INC. (ESRI)
AUTHORIZING THE CITY MANAGER TO EXECUTE SAID CONTRACT ON
BEHALF OF THE CITY OF ASPEN, COLORADO.
WHEREAS, there has been submitted to the City Council a contract for Esri
Small Government Enterprise Agreement County and Municipal (SGEA) and
Small Government and Local Utility EA Esri Enterprise Advantage Program
(EEAP), between the City of Aspen and Environmental Systems Research Institute
Inc. (Esri), a true and accurate copy of which is attached hereto as Exhibit "A";
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF
THE CITY OF ASPEN, COLORADO,
That the City Council of the City of Aspen hereby approves that Contract for
Esri Small Government Enterprise Agreement County and Municipal (SGEA) and
Small Government and Local Utility EA Esri Enterprise Advantage Program
(EEAP), between the City of Aspen and Environmental Systems Research Institute
Inc. (Esri), a copy of which is annexed hereto and incorporated herein and does
hereby authorize the City Manager to execute said agreement on behalf of the City
of Aspen.
INTRODUCED, READ AND ADOPTED by the City Council of the City of
Aspen on the 29' day of November 2022.
7RVE::::- -
Torre, Mayor
I, Nicole Henning, duly appointed and acting City Clerk do certify that the
foregoing is a true and accurate copy of that resolution adopted by the City Council
of the City of Aspen, Colorado, at a meeting held, November 29, 2022.
r W►.._
Nicole Henning, City berk
DocuSign Envelope ID: 1AA162CB-F20E-4AB3-B4F9-5F9CDC2720AB
e s n - V SC ENCE
O'WHEERE'
OF
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: 7/13/2022 To: 1/9/2023
Material aty Term
168177 1 Year
Quotation # Q-475253
Date: October 28, 2022
Customer # 338072 Contract #
City of Aspen
Engineering Dept
427 Rio Grande PI
Aspen, CO 81611-1431
ATTENTION: Bridgette Kelly
PHONE: 970-920-5448
EMAIL: bridgette.kelly@cityofaspen.com
Populations of 0 to 25,000 Small Government Enterprise Agreement Annual Subscription
168177
Year
Populations of 0 to 25,000 Small Government Enterprise Agreement Annual Subscription
168177
Year
Populations of 0 to 25,000 Small Government Enterprise Agreement Annual Subscription
161877
Year 1
Unit Price Total
$27,500.00 $27,500.00
$27,500.00 $27,500.00
$27,500.00 $27,500.00
$53,900.00 $53,900.00
Small Government and Local Utility EA Esri Enterprise Advantage Program (EEAP): 50 Technical Advisor Hours/ 50 Learning
and Services Credits - Annual subscription designed to provide enterprise -wide visioning and geospatial enablement through
technical advisory, an annual planning meeting, a collaboratively developed technical work plan, and access to exclusive
quarterly technology webcasts. The program also provides access to a combination of consulting, premium support, and training
services. This configuration includes a one day annual planning session; up to 50 Technical Advisor hours; Quarterly Technology
Webcasts and 50 Learning and Services Credits. The Esri Advantage Program terms and conditions shall apply. if not attached,
or already incorporated into an existing and current Esri master contract, these terms and conditions can be viewed on the
web at https://www.esri.com/en-us/legal/terms/services. All travel specified in this quote is subject to Esri's business continuity
measures regarding COVID-19, including the most current Federal, State, and Local Government restrictions and Centers for
Disease Control and Prevention (CDC) travel advisory recommendations. All proposed project schedules are tentative and will
be adjusted based on the most current COVID-19 information available, and mutual agreement of the parties.
161877
Year
$53,900.00 $53,900.00
Esri may chame a fee to cover expenses related to any customer requirement to use a proprietary vendor management, procurement, or invoice program.
IIFor questions contact: Email: Phone:
John Garrido jgarrido@esri.com 909-793-2853 x3580
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 httos llassets sri comb,anterstida—mlesrisiteslmediallenallorodgrt-specific-terms-of irsele300.ndf, and your applicable signed agreement
with Esri. If no such agreement covers any item quoted, then Esri's standard terms and conditions found at hflps;ll ri IMAPS 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 govemment
prime contractors authorized under FAR 51.1 may purchase under the terms of Esr's GSA Federal Supply Schedule. Supplemental terms and
conditions found at ht! s1Lhvww esri comlen-u Ilkermslstate-Up&nenW 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 pu rchasell icanse. The information may not be given to outside parties or used for any
other purpose without consent from Esri. Del lvery is FOB Origin for customers located in the USA.
GARRIDOJ This offer is limited to the terms and conditions incorporated and attached herein.
DocuSign Envelope ID: 1AA162CB-F20E-4AB3-B4F9-5F9CDC2720AB
esriTHE
- I WHERee
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: 711312022 To: 1/9/2023
Material Qty Term
Quotation # Q-475253
Date: October 28, 2022
Customer # 338072 Contract #
City of Aspen
Engineering Dept
427 Rio Grande PI
Aspen, CO 81611-1431
ATTENTION: Bridgette Kelly
PHONE: 970-920-5448
EMAIL: bridgette.kelly@cityofaspen.com
Unit Price Total
Small Government and Local Utility EA Esri Enterprise Advantage Program (EEAP): 50 Technical Advisor Hours/ 50 Learning
and Services Credits - Annual subscription designed to provide enterprise -wide visioning and geospatial enablement through
technical advisory, an annual planning meeting, a collaboratively developed technical work plan, and access to exclusive
quarterly technology webcasts. The program also provides access to a combination of consulting, premium support, and training
services. This configuration includes a one day annual planning session; up to 50 Technical Advisor hours; Quarterly Technology
Webcasts and 50 Learning and Services Credits. The Esri Advantage Program terms and conditions shall apply. If not attached,
or already incorporated into an existing and current Esri master contract, these terms and conditions can be viewed on the
web at https://www.esri.com/en-us/legal/terms/services. All travel specified in this quote is subject to Esri's business continuity
measures regarding COVID-19, including the most current Federal, State, and Local Government restrictions and Centers for
Disease Control and Prevention (CDC) travel advisory recommendations. All proposed project schedules are tentative and will
be adjusted based on the most current COVID-19 information available, and mutual agreement of the parties.
161877
Year 3
$53,900.00 $53,900.00
Small Government and Local Utility EA Esri Enterprise Advantage Program (EEAP): 50 Technical Advisor Hours/ 50 Learning
and Services Credits - Annual subscription designed to provide enterprise -wide visioning and geospatial enablement through
technical advisory, an annual planning meeting, a collaboratively developed technical work plan, and access to exclusive
quarterly technology webcasts. The program also provides access to a combination of consulting, premium support, and training
services. This configuration includes a one day annual planning session; up to 50 Technical Advisor hours; Quarterly Technology
Webcasts and 50 Learning and Services Credits. The Esri Advantage Program terms and conditions shall apply. If not attached,
or already incorporated into an existing and current Esri master contract, these terms and conditions can be viewed on the
web at https://www.esri.com/en-us/legal/terms/services. All travel specified in this quote is subject to Esri's business continuity
measures regarding COVID-19, including the most current Federal, State, and Local Government restrictions and Centers for
Disease Control and Prevention (CDC) travel advisory recommendations. All proposed project schedules are tentative and will
be adjusted based on the most current COVID-19 information available, and mutual agreement of the parties.
103032 1 Year 1 $31,050.00 $31,050.00
Esri Enterprise Advantage Program (EEAP) Additional 50 Learning and Service Credits. This product cannot be purchased
without an existing EEAP subscription. All travel specified in this quote is subject to Esri's business continuity measures
regarding COVID-19, including the most current Federal, State, and Local Government restrictions and Centers for Disease
Esri may charge a fee to cover expenses related to any customer requirement to use a proprietary vendor management, procurement. or invoice orooram
For questions contact: Email: Phone:
John Garrido jgarrido@esri.com 909-793-2853 x3580
The items an this quotation are subject to and governed by the terms of this quotation, the most current product specific scope of use document
found at h :1 ti. m! tldam! ri ' i - rm - 1 , and your applicable signed agreement
with Esri. If no such agreement covers any item quoted, then Esri's standard terms and conditions found at •!! ri eamIMAPS 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:/Avwv.esri.mmlen-u legaYterm§ltate-su 1 np a=1 apply to some US slate and local government purchases. All terms
of this quotation Add 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 purchaseAicense. 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.
UAKRIUUJ This offer is limited to the terms and conditions incorporated and attached herein.
DocuSign Envelope ID: 1AA162CB-F20E-4AB3-B4F9-5F9CDC2720AB
esnOF
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: 711312022 To: 1/9/2023
Material City Term
Quotation # Q-475253
Date: October 28, 2022
Customer # 338072 Contract #
City of Aspen
Engineering Dept
427 Rio Grande PI
Aspen, CO 81611-1431
ATTENTION: Bridgette Kelly
PHONE: 970-920-5448
EMAIL: bridgette.kelly@cityofaspen.com
Unit Price Total
Control and Prevention (CDC) travel advisory recommendations. All proposed project schedules are tentative and will be
adjusted based on the most current COVID-19 information available, and mutual agreement of the parties.
Subtotal: $275,250.00
Sales Tax: $0.00
Estimated Shipping and Handling (2 Day Delivery): $0.00
Contract Price Adjust: $0.00
Total: $275,250.00
1) The year 1 term for the City of Aspen EEAP will start 01 /10/2023
2) The EEAP annual payment will be $53,900.00.
3) The pricing for years 2 & 3 included on the quote are locked in at the current annual fee based on a 3-year commitment to the EEAP
Program. Please sign quote to reflect acceptance.
4) Please reference EEAP Esri Agreement #00068407.0 (formerly Contract No. 2015EAP5102) on your order.
5) The year 1 term for the City of Aspen SGEA will start on 03/01 /2023.
6) The SMALL ENTERPRISE AGREEMENT COUNTY AND MUNICIPALITY GOVERNMENT
(E214-1) terms apply to Small Government Enterprise Agreement Annual Subscription (software) only.
The following items are optional items listed for your convenience.
These items are not included in the totals of this quotation.
Material Qty Unit Price Total
103032 1 $31,050.00 $31,050.00
Esd may charge a fee to cover expenses related to any customer requirement to use a proprietary vendor management, procurement, or invoice program.
IFor questions contact: Email: Phone:
John Garrido jgarrido@esri.com 909-793-2853 x3580
The items on this quotation are subject to and governed by the terms of this quotation, the most current product specific scope of use document
found at b iosWassets.esfi r mlcanienUdamles�lsiteslmedia!legall ro aduc gecifiGtemrs•ot•use1e300.ndf, and your applicable signed agreement
with Esfi, if no such agreement covers any item quoted, then Esri's standard terms and conditions found at Wsilloo.esri.comlMAP$ 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 inot uded in a quotation as separately licensed items will only be provided
and invoiced if Esd is able to provide such data and will be subject to the applicable third-party's terms and conditions. If Esti is unable to provide
any such data set, Customer will not be responsible for any further payments for the data set. US Federal govemment entities and US government
prime contractors authorized under FAR 51.1 may purchase under the terms of Esd's GSA Federal Supply Schedule. Supplemental terms and
conditions found at https:liwww.asri.comfen i 1 I!t rrn I m ental 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 purchaseflicense. The information may not be given to outside parties or used for any
other purpose without consent from Esri, pelivery is FOB Origin for customers located in the USA.
GARRIDOJ This offer is limited to the terms and conditions incorporated and attached herein.
DocuSign Envelope ID: 1AA162CB-F20E-4AB3-B4F9-5F9CDC2720AB
esri-1 THE
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: 7/13/2022 To: 11912023
Material my
# Q-475253
Date: October 28, 2022
Customer # 338072 Contract #
City of Aspen
Engineering Dept
427 Rio Grande PI
Aspen, CO 81611-1431
ATTENTION: Bridgette Kelly
PHONE: 970-920-5448
EMAIL: bridgette.kelly@cityofaspen.com
Unit Price Total
Esri Enterprise Advantage Program (EEAP) Additional 50 Learning and Service Credits. This product cannot be purchased
without an existing EEAP subscription. All travel specified in this quote is subject to Esri's business continuity measures
regarding COVID-19, including the most current Federal, State, and Local Government restrictions and Centers for Disease
Control and Prevention (CDC) travel advisory recommendations. All proposed project schedules are tentative and will be
adjusted based on the most current COVID-19 information available, and mutual agreement of the parties.
103032 1 $31,050.00 $31,050.00
Esri Enterprise Advantage Program (EEAP) Additional 50 Learning and Service Credits. This product cannot be purchased
without an existing EEAP subscription. All travel specified in this quote is subject to Esri's business continuity measures
regarding COVID-19, including the most current Federal, State, and Local Government restrictions and Centers for Disease
Control and Prevention (CDC) travel advisory recommendations. All proposed project schedules are tentative and will be
adjusted based on the most current COVID-19 information available, and mutual agreement of the parties.
Esri may charge a fee to cover expenses related to any customer requirement to use a proprietary vendor management, procurement, or invoice program.
IFor questions contact: Email: Phone:
John Garrido jgarrido@esri.com 909-793-2853 x3580
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 atpts.esri.corrticon�ntldamlesrisiteslm. de iallegalLoroduc#-spGifr�erms_-ai-usefe300.prif, and your applicable signed agreement
with Esri. If no such agreement covers any item quoted, then Esri's standard terms and conditions found at hjlV%1Lgo.esrLcam/Mapply to your
purchase of that item. If any item is quoted with a mulft-year payment schedule, then unless otherwise stated in this quotation, Customer is required
to make all payments without right of cancellation. Third -patty 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. It Esri is unable to provide
any such data set, Customer wilt not be responsible for any further payments for the data set. US Federal government entities and US govemment
prime Contractors authorized under FAR 61.1 may purchase under the terms of Esri's GSA Federal Supply Schedule. Supplemental terms and
conditions found at h :Ilwww r' m n- slstate-sy pplemlInj at 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 terns contained in any purchase order, offer,
or Conti rmation 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 purchasellicense. 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-
GARRIDOJ This offer is limited to the terms and conditions incorporated and attached herein.
DocuSign Envelope ID: 1AA162CB-F20E-4AB3-B4F9-5F9CDC2720AB
THE
e s r i- I SCIENCE
���iii SSS11i"' 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: 711312022 To: 1/9/2023
Quotation # Q-475253
Date: October 28, 2022
Customer # 338072 Contract #
City of Aspen
Engineering Dept
427 Rio Grande PI
Aspen, CO 81611-1431
ATTENTION: Bridgette Kelly
PHONE: 970-920-5448
EMAIL: bridgette.kelly@cityofaspen.com
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 Esrt 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.
LDocultlgned by,All
S arx G, vZT 12/1/2022 1 12:37:11 PM PST
Signature of Authorized Representative Date
Sara G. Ott
Name (Please Print)
City Manager
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 prirpose without consent from Environmental Systems Research Institute, Inc. (Esri).
Any estlmatad sales andlor use tax reflocted on Ihls quote has been calculated as of the date of this quotation and is merely provided as a convenience for your organizadon's budgetary purposes. Esri
reserves the right to adjust and collect sales andfer use tax at the actual date of invol dng. If your oegenization is tax exempt or pays state tax directly, then prior to invoicing. your organization must provide
Esri with a Copy of a current tax exemption certificate issued by your staters taxing sufhority 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:
John Garrido jgarrido@esri.com 909-793-2853 x3580
The items an this quotation are subject to and governed by the terms of this quotation, the most current product specific scope of use document
found at 1 isetra.gsd.Gomlcpntenoamiesrisite i 1 r ifi rm - f- 0_ 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 bft5:llgo.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-pany'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 govemment
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 :/ ri. n- I rm t s I mental 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 purchasellicense. The information may not be given to outside parties or used for any
other purpose without consent from Esri. Delivery is F08 Origin for customers located in the USA.
GARRIDOJ This offer is limited to the terms and conditions incorporated and attached herein.
DocuSign Envelope ID: 1AA162CB-F20E-4AB3-B4F9-5F9CDC2720AB
Esri Use Only: THE
Cust. NameOesrisuENCE
OF
Cust. # WHERE'
PO #
Esri Agreement #
SMALL ENTERPRISE AGREEMENT
COUNTY AND MUNICIPALITY GOVERNMENT
(E214-1)
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 properly. 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
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 Monitor
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) ArcGIS CityEngine Single Use Licenses
50 ArcGIS Online Viewers
50 ArcGIS Online Creators
10,000 ArcGIS Online Service Credits
50 ArcGIS Enterprise Creators
2 ArcGIS Insights in ArcGIS Enterprise
2 ArcGIS Insights in ArcGIS Online
5 ArcGIS Tracker for ArcGIS Enterprise
5 ArcGIS Tracker for ArcGIS Online
2 ArcGIS Parcel Fabric User Type Extensions (Enterprise)
2 ArcGIS Utility Network User Type Extensions (Enterprise)
2 ArcGIS Trace Network User Type Extensions (Enterprise)
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
August 31, 2021
DocuSign Envelope ID: 1AA162CB-F20E-4AB3-B4F9-5F9CDC2720AB
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:
(Cult cuSignod by:
By: �Acu G.
Authorized Signature
Sara G. Ott
Printed Name:
Title: City Manager
Date: 12/1/2022 i 12:37:11 PM PST
Contact:
Address:
City, State, Postal Code:
Country:
Quotation Number (if applicable):
(Esri)
Authorized Signature
Printed Name: Tamisa Greening
Title: Managing Attorney, Contracts & Legal
Date: Nov 7, 2022
CUSTOMER CONTACT INFORMATION
Telephone:
Fax:
E-mail:
Page 2 of 6 August 31, 2021
DocuSign Envelope ID: 1AA162CB-F20E-4AB3-B4F9-5F9CDC2720AB
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 https://www,esri.com/en-
usltegalltermslfull-master-agreement 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 -
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owned entities, either party may terminate this
Agreement before any subsequent year if
Customer is unable to secure funding through
the legislative or governing body's approval
process.
3.5 Follow-on Term. If the parties enter into
another agreement substantially similar to this
Agreement for an additional term, the effective
date of the follow-on agreement will be the day
after the expiration date of this Agreement.
than the defined Products will receive Maintenance.
Customer may acquire maintenance for other
Software outside this Agreement.
a. Tier 1 Support
1. Customer will provide Tier 1 Support
through the Tier 1 Help Desk to all
Customer's authorized users.
2. The Tier 1 Help Desk will be fully trained in
the Products.
4.0—PRODUCT UPDATES
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:/isupi)ort.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. Tier 2 Support
not be able to Deploy retired Products.
1.
Tier 2 Support will log the calls received
from Tier 1 Help Desk.
5.0—MAINTENANCE
The Fee includes standard maintenance benefits
during the Term of Agreement as specified in the
most current applicable Esri Maintenance and
Support Program document (found at
httos://www.esrLr,om/en-
us/legal/terms/maintenance). At Esri's sole
discretion, Esri may make patches, hot fixes, or
updates available for download. No Software other
2. Tier 2 Support will review all information
collected by and received from the Tier 1
Help Desk including preliminary documented
troubleshooting provided by the Tier 1 Help
Desk when Tier 2 Support is required.
3. Tier 2 Support may request that Tier 1 Help
Desk individuals provide verification of
information, additional information, or
answers to additional questions to
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supplement any preliminary information
gathering or troubleshooting performed by
Tier 1 Help Desk.
4. Tier 2 Support will attempt to resolve the
Case submitted by Tier 1 Help Desk.
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).
6.0—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
8.1 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 up to thirty (30) calendar days 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 reserves the right to suspend
Customer's access to and use of Products if
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
maximum rate permitted by applicable law on
any overdue fees plus all expenses of collection
for any overdue balance that remains unpaid
ten (10) days after Esri has notified Customer of
the past -due balance.
c. Esri's federal ID number is 95-2775-732.
d. 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.
8.2 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
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9.0—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
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.
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0
•
�� � I • ESRI ENTERRISE ADVANTAGE
PGREEMENT (E125) PROGRAM
Esri, 380 New York St., Redlands, CA 92373-8100 USA • TEL 909-793-2853 • FAX 909-793-5953
EEAP Agreement No. 2015EAP5102
This Esri Enterprise Advantage Program Agreement ("EEAP Agreement") is entered into by and between Environmental
Systems Research Institute, Inc. ("Esri"), a California corporation, located at 380 New York Street, Redlands, California
92373-8100, and City of Aspen, Colorado ("Licensee"), located at 130 S. Galena Street, Aspen, Colorado 81611.
Esri offers the Esri Enterprise Advantage Program to Licensees current on Esri software maintenance that are implementing
or have implemented a geographic information system (GIS) enterprise solution based on Esri technology. Licensee agrees to
contract with Esri for and Esri agrees to provide Licensee with certain enhanced consulting services, training, Premium
Support Services (PSS), and Managed Services available under the Enterprise Advantage Program for the authorized
Licensee location as described herein. The Enterprise Advantage Program is not designed for Esri to provide project -specific
professional services such as custom application or database development for solutions or applications. If these types of
professional services are required, Licensee will need to enter into an agreement for use of Esri Professional Services.
This EEAP Agreement does not modify the terms of the License Agreement governing Licensee's use of Software,
Data, Online Services, and Documentation.
ARTICLE 1—DEFINITIONS
Capitalized terms that have not been defined in this EEAP Agreement shall have the meaning found in the applicable Esri
License Agreement.
1.1 "Activity Description" means the confirmation e-mail or document received from Licensee that describes the number of
Learning and Services Credits Esri estimates is required to perform an activity and authorizes Esri to begin work based on
such estimate.
1.2 "Authorized EEAP Contact" means the Licensee point of contact identified on the signature page of this EEAP
Agreement.
1.3 "End User" means any third party or entity that accesses or uses any Licensee Content via Licensee Website.
1.4 "Esri Mobile Lab" means Esri hardware shipped to domestic US Licensee site training events, if Licensee does not have
the required hardware to host a scheduled training event, consisting of laptops preconfigured with Esri Software, Training
Materials, hard drives, power cords, and network switches.
1.5 "Hosting" means the business of housing and making accessible Licensee Content via the Internet
1.6 "License Agreement" means the applicable license agreement incorporated by this reference that is
a. Found at h •/Iwww.esri.com/le al/software-license composed of the General License Terms and Conditions
(E204) and Exhibit 1, Scope of Use (E300), and available in the installation process requiring acceptance by
electronic acknowledgment, or
b. A signed license agreement between Esri and Licensee that supersedes such electronically acknowledged license
agreement.
1.7 "Licensee Authorized Contact(s)" or "LAC" means up to two individuals selected by Licensee to report Premium Support
Reports and work directly with Esri's Technical Account Manager (TAM) regarding all such reports. A Licensee that has
purchased unlimited PSS may designate additional LAC upon payment of additional fees.
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1.8 "Licensee Content" means items including, but not limited to, custom software applications owned or licensed by
Licensee, photos, journal text, geospatial data, nongeospatial data, user interfaces, graphics components, and icons, plus any
personally identifiable information, supplied by or on behalf of Licensee.
1.9 "Licensee Website" means Licensee Content viewed through a user interface and made available via the Internet under
the domain name reserved for the website.
1.10 "Managed Services" means Hosting and the provision of the Managed Services Environment, enhanced by the provision
of related services (such as system monitoring and support associated with providing Licensee access to the Managed
Services Environment), required to make Licensee Content available to Licensee or Licensee's End Users.
1.11 "Managed Services Environment" means the hardware, Software, Data, Online Services, and network that Esri or its
third -party suppliers/partners make available as the underlying environment for Hosting the Licensee Content.
1.12 "Premium Support Report(s)" means a communication via telephone or e-mail by Licensee to Support Services
regarding technical problems with Software, Data, or Documentation.
1.13 "Protected Information" means any information, whether in written or digital format, that incorporates content from a
protected category, including, but not limited to, personally identifiable information, Customer Proprietary Network
Information (CPNI), Protected Health Information (as it is defined by the Health Insurance Portability and Accountability
Act [HIPAA]), Unclassified Controlled Technical Information (as it is defined by DFARS Section 204.73), and data
controlled by the International Traffic and Arms Regulations (ITAR) classified as other than EAR99, all of which may
require a greater degree of control, monitoring, and security than is typically established for Esri's Managed Services
offering.
1.14 "PSS" means Premium Support Services, which is a prioritized incident management and technical support program as
further described at htt://su rt.esri.com/en/su ort/ remium.
1.15 "Renewal Period" means any one (I) -year extension of this EEAP Agreement.
1.16 "Secure Formats" means object code, executable code, or similar formats.
1.17 "Student" means a registered participant for a specific training course, Licensee coaching services, or training -related
services.
1.18 "Technical Account Manager" (TAM) means a designated support resource who acts as the primary point of contact to
Licensee for the purpose of coordinating Premium Support Reports through Esri's support processes.
1.19 "Term" means the initial term of this EEAP Agreement as described in Section 7.1.
1.20 "Training Materials" means digital or print content required to complete a course, which may include, but are not limited
to, workbooks, data, concepts, exercises, and exams.
1.21 "Work Product" means reports, documented analysis, sample code, prototype/unsupported code, or technical
memorandums provided as a result of the consulting services performed under this EEAP Agreement.
ARTICLE 2—ESRI ENTERPRISE ADVANTAGE PROGRAM
2.1 Esri Enterprise Advantage Program Description. The Esri Enterprise Advantage Program is a menu of consulting
services, training, PSS, and Managed Services that provides Licensee with the flexibility to select components that best meet
its needs. The Esri Enterprise Advantage Program includes the following components as further described at
www.esri.corriservices/eeap/coniponents, which may be changed from time to time.
a. Technical Advisor. Licensee will receive up to the number of Technical Advisor hours ordered. Licensee may elect
to retain additional Technical Advisor hours for a supplemental price.
b. Annual Account Planning Session. A one -day annual account planning and review meeting.
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c. Technical Work Plan. A collaboratively developed document designed to drive the program's implementation
through definition of Licensee's GIS vision, goals, and objectives.
d. Learning and Services Credits. Licensee will receive the number of Learning and Services Credits ordered. Licensee
may use the credits toward any combination of consulting services support, training, PSS, or related travel expenses.
Licensee may order, for an additional price, additional Learning and Services Credits. Learning and Services Credits
may be exchanged as described at the following website: http://www.esri.com/services/eeapicomponents#learning.
Esri will provide the Authorized EEAP Contact with a monthly report outlining usage of Enterprise Advantage
Program Learning and Services Credits to date.
e. Quarterly Technology Webcast. Esri will provide an e-mail invitation to the Authorized EEAP Contact for a
quarterly webcast presenting business and technical information related to enterprise GIS.
2.2 Learning and Services Credit Use
2.2.1 Current on Maintenance. Licensee must remain current on standard maintenance during the term of this EEAP
Agreement. Standard maintenance is described at http://www.esri.com/legal, which may be changed from time to time.
2.2.2 Authorization of Credit Use. Licensee will contact its Account Manager or Technical Advisor to consume Learning
and Services Credits for a particular request. Esri will submit to Licensee a Learning and Services Credit estimate by e-mail
for confirmation and authorization to use the credits. This confirmation e-mail or document is hereafter referred to as an
Activity Description. The total credits quoted in the Activity Description will be drawn from the unused Learning and
Services Credits available, in a single transaction, upon Esri's receipt of approval via e-mail from the Authorized EEAP
Contact.
2.2.3 Travel and Per Diem. Any Esri travel and per diem will be quoted separately. Licensee may direct Esri to use credits
for travel and per diem, as stated in Esri Enterprise Advantage Program Description, Section 2.1 above, or Licensee will issue
a purchase order and Esri will invoice Licensee for the travel and per diem expenses as described below in Article 6.
2.2.4 Notification of Consumed Credits. Esri will notify Licensee in the event the authorized Learning and Services Credits
are consumed prior to completion of the requested work. Licensee may elect to direct use of additional credits, if available;
procure additional Learning and Services Credits; or notify Esri to stop work on such requested work. Esri reserves the right
to discontinue work when the authorized credits are consumed.
2.2. S Review of Proposed Activities. Any activities proposed to be completed under the Enterprise Advantage Program will
be subject to review and approval by Esri to ensure alignment with the intent of the program.
2.3 Defense or Military Application. At the time the Learning and Services Credits are requested or before any services are
provided by the Technical Advisor, Licensee will inform Esri if any of the requested services, consulting, training, or support
provided by Esri is directly related to a defense article or for a military application.
ARTICLE 3—OWNERSHIP; LICENSE GRANT
3.1 For Training
3.1.1 Software. The terms of the Esri License Agreement shall be applicable to all Licensee course participants and for all of
Esri's Software, Data, Online Services, and Documentation used by Student during any training event. Esri may issue
temporary Software licenses when there is an insufficient number of Software licenses available at Licensee's training
facility. Upon conclusion of the training event, Licensee shall uninstall the temporary Software licenses and return to Esri any
media provided.
3.1.2 Training Materials. This EEAP Agreement gives Student certain limited rights to use electronic and tangible versions
of the Training Materials. Esri and its licensor(s) retain exclusive rights, title, and ownership to the copy of Training
Materials licensed under this Agreement. Training Materials are protected by United States copyright laws and applicable
international copyright treaties and/or conventions. All rights not specifically granted in this Agreement are reserved to Esri
and its licensor(s). Esri grants to Student a personal, nonexclusive, nontransferable license to use Training Materials for
Student's own training purposes. Student may run and install one (1) copy of Training Materials and reproduce one (1) copy
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of Training Materials. Student may make one (1) additional copy of the original Training Materials for archive purposes only,
unless Esri grants in writing the right to make additional copies.
3.1.3 Prohibited Uses. Training Materials are intended solely for the use of the training of the individual Student who
registered and attended a specific training course. Student may not
a. Separate the component parts of the Training Materials for use on multiple systems or in the cloud, use in
conjunction with any other software package, and/or merge and compile into a separate database(s) or documents for
other analytical uses;
b. Make any attempt to circumvent the technological measure(s) (e.g., software or hardware key) that effectively
controls access to Training Materials;
c. Remove or obscure any copyright, trademark, and/or proprietary rights notices of Esri or its licensor(s); or
d. Use audio and/or video recording equipment during a training course.
3.1.4 Licensee -Supplied Training Data. Licensee will retain ownership of any Licensee -supplied data.
3.2 For Work Product
3.2.1 Ownership. Except as specifically granted in this EEAP Agreement, Esri or its licensors own and retain all right, title,
and interest in the Work Product.
3.2.2 License Grant. Esri hereby grants to Licensee a nonexclusive, royalty -free license in the Work Product to use in
connection with Licensee's authorized use of the Software and Data for support of which the Work Product was supplied.
3.2.3 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(s) made or conceived jointly by
Inventors from both parties. With respect to such Inventions of Licensee relating to the Esri 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 below, 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. 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 is hereby given to Esri for Inventions relating to the Esri Software and
shall otherwise not be unreasonably withheld by either party.
3.3 For PSS. The terms and conditions of the License Agreement for the affected Software will govern any updates, patches,
hot fixes, or software provided pursuant to Esri's performance of the PSS ordered under this EEAP Agreement.
3.4 For Managed Services. Esri or its affiliates shall retain at all times the right, title, and interest in the Managed Services
Environment.
3.5 Licensee Content
3.5.1 Ownership. All Licensee Content submitted by Licensee to Esri undef this EEAP Agreement shall at all times remain
the intellectual property of Licensee or its licensor(s). Rights maintained in intellectual property by the Licensee or its
licensor(s) shall mean any and all now known or hereafter known tangible and intangible
a. Rights associated with works of authorship throughout the universe, including, but not limited to, copyrights, moral
rights, and mask works;
b. Trademark and trade name rights and similar rights;
c. Trade secret rights;
d. Patents, designs, algorithms, and other industrial property rights;
e. All other intellectual and industrial property rights of every kind and nature throughout the universe and however
designated (including logos, "rental" rights, and rights to remuneration), whether arising by operation of law,
contract, license, or otherwise; and
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f. All registrations, initial applications, renewals, extensions, continuations, divisions, or reissues hereof now or
hereafter in force (including any rights in any of the foregoing).
Esri shall have no rights to such Licensee Content other than the limited right to use such content for the purposes expressly
set forth in Subsections 3.5.2 and 11.9 of this EEAP Agreement.
3.5.2 License to Licensee Content. During the term of the Activity Description, Licensee hereby grants to Esri and its
affiliates permission to use Licensee Content to support the provision of Managed Services. Such permission shall include,
but not be limited to, the grant of rights and license to manipulate, publish, distribute, and implement Licensee Content
within the Managed Services Environment in any reasonable manner needed to support the provision of Managed Services
ARTICLE 4—WARRANTIES AND DISCLAIMERS
4.1 Warranties
4.1.1 Esri will perform its obligation under this EEAP Agreement in a professional and workmanlike manner
4.1.2 Esri warrants for a period of ninety (90) days after delivery of the services that the services will conform to professional
and technical standards of the software industry.
4.1.3 During the term of the Managed Services as described in the Activity Description, Esri warrants that the Managed
Services will conform to the scope, descriptions, and assumptions for Managed Services set forth at
litt ://www.csri.com/sofl:warelarc is/arc isserver/system-re uirementslmana ed-services. Licensee's exclusive remedy and
Esri's entire liability for breach of the limited warranty set forth in this article shall be limited, at Esri's sole discretion, to
a. Providing a correction or a workaround for the Managed Services, or
b. Returning the Managed Services fees paid for up to three (3) months prior to Licensee's invocation of the limited
warranty, provided Licensee ceases to use the Managed Services.
4.1.4 Esri warrants that the media upon which Training Materials is provided will be free from defects in materials and
workmanship under normal use and service for a period of ninety (90) days from the date of receipt. Licensee's exclusive
remedy and Esri's entire liability for breach of the limited warranties set forth in this Article 4.1.4 shall be limited, at Esri's
sole discretion, to
a. Replacement of any defective Training Materials;
b. Repair, correction, or a workaround for Training Materials; or
c. Return of the fees paid by Licensee for Training Materials that do not meet Esri's limited warranty, provided that
Licensee uninstalls, removes, and destroys all copies of the Training Materials and executes and delivers evidence of
such actions to Esri.
4.1.5 Licensee warrants that Licensee Content will not
a. Infringe or misappropriate any third -party intellectual property rights or proprietary rights;
b. Violate any third party's privacy rights or any applicable law; or
c. Contain or transmit to a third party any software viruses, worms, time bombs, Trojan horses, or any other computer
code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software, hardware,
or telecommunications equipmcnt.
Except as prohibited by applicable law, Licensee agrees to defend, indemnify, and hold Esri harmless from and against any
claim, action, liability, or demand arising out of a breach of the foregoing warranties.
4.2 Data Disclaimer. Data may contain nonconformities, defects, errors, or omissions. Licensee should verify data accuracy
before use. ALL DATA THAT ESRI PROVIDES IS "AS IS" WITHOUT WARRANTY OF ANY KIND.
4.3 General Disclaimer. EXCEPT FOR THE ABOVE EXPRESS LIMITED WARRANTIES, ESRI DISCLAIMS ALL
OTHER WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO,
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THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SYSTEM
INTEGRATION, AND NONINFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS. ESRI DOES NOT
WARRANT AND DISCLAIMS THAT THE ENTERPRISE ADVANTAGE PROGRAM OR ANY WORK PRODUCT
PROVIDED HEREUNDER WILL MEET LICENSEE'S NEEDS; THAT LICENSEE'S OPERATION OF THE SAME
WILL BE UNINTERRUPTED, ERROR -FREE, FAULT -TOLERANT, OR FAIL-SAFE; OR THAT ALL
NONCONFORMITIES CAN OR WILL BE CORRECTED. WORK PRODUCT IS NOT DESIGNED, MANUFACTURED,
OR INTENDED FOR USE IN ENVIRONMENTS OR APPLICATIONS THAT MAY LEAD TO DEATH, PERSONAL
INJURY, OR PHYSICAL PROPERTY/ENVIRONMENTAL DAMAGE. ANY SUCH USE SHALL BE AT LICENSEE'S
OWN RISK AND COST.
4.4 Internet Disclaimer. LICENSEE EXPRESSLY ACKNOWLEDGES AND AGREES THAT THE INTERNET
(INCLUDING, WITHOUT LIMITATION, THE WEB) IS A NETWORK OF PRIVATE AND PUBLIC NETWORKS,
AND THAT
a. THE INTERNET IS NOT A SECURE INFRASTRUCTURE;
b. ESRI HAS NO CONTROL OVER THE INTERNET; AND
c. ESRI IS NOT LIABLE FOR DAMAGES UNDER ANY THEORY OF LAW RELATED TO THE
DISCONTINUANCE OF OPERATION OF ANY PORTION OF THE INTERNET OR POSSIBLE
REGULATION OF THE INTERNET THAT MIGHT RESTRICT OR PROHIBIT THE OPERATION OF
LICENSEE WEBSITE.
ARTICLE 5—LIMITATION OF LIABILITY
5.1 Disclaimer of Certain Types of Liability. ESRI IS NOT LIABLE TO LICENSEE FOR COSTS OF PROCUREMENT
OF SUBSTITUTE GOODS OR SERVICES; LOST PROFITS, LOST SALES, OR BUSINESS EXPENDITURES;
INVESTMENTS; BUSINESS COMMITMENTS; LOSS OF ANY GOODWILL; OR ANY INDIRECT, SPECIAL,
INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THIS EEAP AGREEMENT
OR USE OF THE WORK PRODUCT, HOWEVER CAUSED ON ANY THEORY OF LIABILITY, WHETHER OR NOT
ESRI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THESE LIMITATIONS SHALL APPLY
NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
5.2 General Limitation of Liability. ESRI'S TOTAL CUMULATIVE LIABILITY HEREUNDER FOR DIRECT
DAMAGES SHALL IN NO EVENT EXCEED THE AMOUNT ACTUALLY PAID BY LICENSEE FOR THE ESRI
ENTERPRISE ADVANTAGE PROGRAM.
5.3 Applicability of Disclaimers and Limitations. The parties agree that Esri has set its prices and entered into this EEAP
Agreement in reliance on the disclaimers and limitations set forth herein, that the same reflect an allocation of risk between
the parties, and that the same form an essential basis of the bargain between the parties. THESE LIMITATIONS APPLY
NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
ARTICLE (—COMPENSATION
6.1 Upon execution of this EEAP Agreement or the inception of a Renewal Period, Esri shall invoice Licensee as quoted for
the Enterprise Advantage Program annually in advance. Fees for additional Learning and Services Credits or Technical
Advisor Services will be invoiced upon receipt of Licensee's order. Licensee shall pay Esri within thirty (30) calendar days of
receipt of invoice.
6.2 Pricing for annual program renewals and new or additional Esri service offerings will be in accordance with Esri's most
current price schedule at the time of purchase or renewal.
6.3 Licensee may elect to use Learning and Services Credits for actual travel expenses of Esri employees plus Esri's
discounted general and administrative (G&A) burden or to be invoiced at the actual cost for travel expenses plus Esri's
discounted G&A burden. Meals will be charged on a per diem basis.
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ARTICLE 7—TERM AND TERMINATION
7.1 Initial Term; Renewals. This EEAP Agreement is effective as of the last date of signature on the signature page and
expires one (1) year thereafter (the "Term"). Prior to the end of the Term, Esri may provide Licensee with a quotation for a
Renewal Period. If Licensee accepts the quote, the following terms will apply:
a. Esri will submit an invoice to Licensee for the quoted annual Esri Enterprise Advantage Program price and Licensee
will pay in accordance with' Section 6.1 of this EEAP Agreement;
b. This EEAP Agreement will automatically extend for the Renewal Period; and
c. The Learning and Services Credits remaining at the end of the initial Term or any subsequent Renewal Period will
remain valid for use for a period not to exceed two (2) years following the initial purchase date.
7.2 Termination for Convenience. Licensee may terminate this EEAP Agreement without cause upon delivery of
thirty (30) days' prior written notice or may simply choose not to renew the EEAP Agreement.
7.3 Termination for Cause by Licensee. Licensee may terminate this EEAP Agreement for Esri's material breach of its
obligations under this EEAP Agreement upon thirty (30) days' prior written notice to Esri providing Esri the opportunity to
cure. If termination is due solely to Esri's failure to perform a material term of this EEAP Agreement, Esri will refund a
prorated share of amounts paid to Esri equal to the credits not used by Licensee.
7.4 Termination for Cause by Esri. Esri may terminate this EEAP Agreement for Licensee's material breach of its
obligations under this EEAP Agreement upon thirty (30) days' prior written notice to Licensee providing Licensee the
opportunity to cure. In such event, Esri is not obligated to refund any amounts paid for credits not used.
7.5 Survival. Upon termination or expiration of this EEAP Agreement
a. Technical Advisor, Annual Account Review, and Activity Description services will end as of the expiration or
termination date;
b. Unless either party terminates this EEAP Agreement for cause, Licensee may apply any unused Learning and
Services Credits toward any consulting services support, training, premium support, or related travel expenses that
are scheduled as of the termination or expiration date, provided that the Learning and Service Credits are used
within three (3) months after the termination or expiration date. Any other unused Learning and Services Credits
will expire thirty (30) days after the expiration or termination date; if Licensee renews the EEAP Agreement within
this time period, any unused Learning and Services Credits will carry over for up to two (2) years from their
purchase date, or termination of the EEAP Agreement, whichever comes first;
c. Unless Esri terminates this EEAP Agreement for Licensee's breach, Licensee retains the right to use any Training
Materials and Work Product.
ARTICLE 8—CONFIDENTIALITY OBLIGATIONS
8.1 Obligations Pertaining to PSS. It may be necessary for Esri or Licensee to disclose to the other party certain
confidential information under this EEAP Agreement. Confidential information shall be designated by Disclosing Party in
writing or orally and confirmed in writing within thirty (30) calendar days of disclosure as "Confidential," "Proprietary,"
"Trade Secret," or other similar term. Each party shall use the confidential information described above only for exchanging
information needed to provide the PSS contemplated by this EEAP Agreement. Within sixty (60) days of termination of this
EEAP Agreement, each party shall promptly return or destroy and provide a certification of destruction of the confidential
information of the other party.
8.2 Obligations Pertaining to Training. Except as described in Section 8.4, Esri or Licensee may disclose to the other party
certain confidential information under this EEAP Agreement. The disclosing party shall identify the information as
confidential information at the time of disclosure. Each party shall use the confidential information described above only for
exchanging information needed to provide the training contemplated by this EEAP Agreement. Within fourteen (14) days of
completion of the training, each party shall return or destroy and provide written notification of destruction of the other
party's confidential information.
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8.3 Obligations Pertaining to Work Product
8.3.1 Any Work Product provided to Licensee is deemed confidential information of Esri. Insofar as its rights may be legally
restricted, Licensee agrees not to reverse engineer or decompile Work Product delivered in Secure Formats. For Work
Product delivered in source code or other human -readable formats, Licensee will have met its obligations under this EEAP
Agreement if its disclosure of Work Product is limited to such items in Secure Formats, provided that the means for reverse
engineering, decompiling, or disassembling such Work Product is withheld from such disclosure, and the person or entity in
receipt of such Work Product similarly agrees not to perform such acts or allow others to do so.
8.3.2 Except (i) as provided in the preceding paragraph, and (ii) subject to the Colorado Open Records Act, Licensee shall not
disclose the Work Product to employees or third parties without the advance 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.
8.3.3The disclosures permitted under this section shall not relieve Licensee of its obligation to maintain the Work Product in
confidence and comply with all applicable laws and regulations of the United States, including, without limitation, its export
control laws. Furthermore, before disclosing all or any portion of the Work Product to employees or third parties as permitted
in the preceding paragraph, Licensee shall inform such employees or third parties of the obligations in this EEAP Agreement
and obtain their agreement to be bound by them.
8.4 Excluded Information. Licensee shall not provide to Esri or disclose to the instructor any data or information that is
personally identified information (PII), including, but not limited to, Gramm -Leach -Bliley Act (GLBA)- or HIPAA-type data
or information or critical infrastructure information (CII) from the US Department of Homeland Security. Notwithstanding
anything in this Agreement to the contrary, Esri retains the right to refuse acceptance of any nonpublic personal information
(NPI) or customer information regardless of the form of disclosure. Esri will only accept receipt of information from
Licensee that comports with the exceptions set forth in Subsections 4(B) and 4(C)(ii) of Section 509 of the Gramm -Leach -
Bliley Act (PL 106-102) (15 USC Section 6809) and implementing regulations thereof.
8.5 Other Exchange of Confidential Information. Any other exchange of confidential information between the parties shall
require execution of a nondisclosure agreement signed between the parties separate from this EEAP Agreement.
ARTICLE 9—PREMIUM SUPPORT SERVICES TERMS AND CONDITIONS
9.1 Application. Should the Licensee choose to use Learning and Services Credits for PSS, the terms of this Article 9 shall
also apply.
9.2 PSS Availability. Licensee may use Learning and Services Credits for PSS (annually) for any product covered under
Esri's standard maintenance subscription, provided that Licensee is current on maintenance for applicable Esri Software. Esri
shall provide PSS for the Term of the EEAP Agreement as further described at htt ://su ort.csri.com/en/su ort/ remium.
9.3 Premium Support Description. PSS shall provide
a. A designated TAM;
b. The ability for LAC to submit Premium Support Reports or escalate standard technical support incidents to Premium
Support Reports via telephone or the Esri My Support Portal twenty-four (24) hours per day, seven (7) days per
week, three hundred sixty-five (365) days per year;
c. Priority Incident Management; and
d. Additional enhanced support and services, as described at http://support.esri.com/en/support/gremium.
9.4 PSS Restrictions and Exclusions
9.4.1 Excluded Software. PSS is not available for third -party software. Esri is not responsible for errors attributable to third -
party software used in conjunction with or built on Software.
9.4.2 English Language. All communications will be conducted in the English language except by agreement of both
parties.
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9.4.3Acknonledgment. Licensee acknowledges and agrees that the report of an error or defect of any Software is not a
guarantee that it can or will be corrected. At Esri's sole discretion, Software is corrected on a priority basis and is subject to
release schedules determined by Esri.
9.4.4Exceptions to PSS. The following are not covered by PSS:
a. Any problem resulting from Licensee's misuse, improper use, unauthorized modification, or damage of the Software
or Licensee's combining or merging the Software with any hardware or software not supplied or identified as
compatible by Esri;
b. Any problem resulting from third -party hardware or software;
c. Errors in any version of the Software other than the officially supported version of Software; and
d. Any on -site support or implementation services, on -site or otherwise, including, but not limited to, those provided
by Esri Professional Services or any third party.
ARTICLE 10—TRAINING TERMS AND CONDITIONS
10.1 Application. Should the Licensee choose to use Learning and Services Credits for training or coaching services, the
terms of this Article 10 shall also apply.
10.2 Training Descriptions. Esri offers instructor -led training and client coaching services in the use of Esri's Software as
described below:
a. Instructor -led training is offered online in a cloud -based environment, at a Licensee site, or at an Esri learning
center. Course information, location, dates, number of maximum participants, and registration requirements can be
found in the Esri Training catalog located at http://training.esri.coni. Courses are conducted in close conformance
with the course description outlined in the Esri Training catalog and are subject to change due to limitations or
constraints including, but not limited to, technical capabilities and Licensee's needs.
b. Client coaching services are available for Licensee to enhance the learning experience by providing extra time to
review and practice course concepts with an instructor's on -site guidance.
10.3 Esri's Responsibilities. Esri will
a. Provide the training in a manner consistent with the technical and professional standards of the industry.
b. Provide an instructor qualified to conduct the course(s).
c. Provide all necessary training materials for registered participants ("Student[s]").
d. Confirm class approximately ten (10) business days prior to the scheduled start date. For Licensee site and private
classes, confirmation is dependent on receipt of the completed Licensee site training request form and intended
method of payment.
10.4 Licensee's Obligations; Limitations
10.4.1 Licensee will
a. Ensure that all Students have received confirmation from Esri to participate in an Esri training event. Unregistered
Student[s] will not be permitted to view or participate in an Online Classroom training event. Esri reserves the right
to disconnect any Student who permits access to unregistered Student[s].
b. Confirm that all registered Students meet the minimum prerequisites for the applicable training event set forth on
Esri's Training website.
c. Submit registrations with a confirmed payment commitment at least seven (7) business days prior to the scheduled
start date. Registrations submitted without payment commitment will not be a guaranteed reservation and will be
added to a wait list pending payment confirmation. All wait list reservations are subject to availability.
d. Submit to the Esri Training Event Assistant a list of the names and e-mail addresses of Students that are to attend a
Licensee site or private training event at least three (3) business days prior to the scheduled start date. Subject to
compliance with Section 12.12—Export Control Regulations, any Student that is a resident of a US embargoed
country or found on any of the various US Government Lists of Parties of Concern or Specially Designated
Nationals lists will not be permitted to attend the training event.
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e. Be responsible for all Student travel arrangements. Esri is not responsible for losses from nonrefundable travel
arrangements due to the denial of a Student's participation based on US government export regulation requirements,
course scheduling changes, or cancellations.
f. Complete and submit an Esri Licensee site training request form, if applicable, and ensure that the class environment
adheres to the requirements for Esri Training as found online at http://training.csri.com/gateway/index.cfm?fa
=classreom.requirements.
g. Ensure Student use of Training Materials provided by Esri complies with the terms of this Agreement.
h. Assume full responsibility for Student attending training course(s) under this Agreement. Licensee agrees to
indemnify Esri, its officers, directors, and employees for any and all claims, liabilities, and expenses (including
reasonable legal fees) arising out of or based on any uncured material breach by Student of the terms and conditions
of this Agreement.
10.4.2 The Esri Mobile Lab option is available for domestic US Licensee site training events if the Licensee does not have
the required hardware to host a scheduled class. If the Esri Mobile Lab is used, the Licensee will
a. Immediately report any damage to the Esri Mobile Lab equipment to the Training Event Assistant upon receipt of
the equipment.
b. Keep the Esri Mobile Lab equipment in a secure, locked area between training event sessions.
c. Ensure that only registered Students use the Esri Mobile Lab equipment.
d. Be responsible for loss of, damage to, and/or theft of the Esri Mobile Lab equipment while in Licensee's possession.
e. Warrant that it maintains sufficient insurance coverage obligations created by this Agreement and by law.
f. Allow the Esri instructor to check all Esri Mobile Lab equipment following the completion of training. Any damage
to the Esri Mobile Lab equipment due to Student use, excluding normal wear and tear, will be brought to the
attention of Licensee by written notice. Licensee hereby agrees to be financially responsible for any repair or
replacement of equipment resulting from such damage.
g. Make the Esri Mobile Lab equipment available for freight pickup upon the conclusion of the training event.
10.5 Student Registration and Training Event Change Policy
10.5.1 Individual Student Seats. Licensee will provide written notice to Esri's Customer Service department at
service@esri.com esri.com of any Student transfer, cancellation, or substitution requests at least three (3) business days before the
scheduled start date, subject to the following conditions:
a. Multiple requests and any requests that occur without the three (3) business days' advance notice are subject to a fee,
as determined by Esri.
b. Cancellation of Student registrations that occur without the three (3) business days' advance notice is subject to the
full training event fee.
c. Substitute Students must be from the same organization as the Student being replaced.
10.5.2 Licensee Site/Private Class/Client Coaching Services (Training Event). Licensee will provide written notice to Esri's
Customer Service department at service esri.com of any training event reschedule, cancellation, or Student substitution
requirements at least three (3) business days before the scheduled start date.
a. Training event reschedules and cancellations that occur without the three (3) business days' advance notice are
subject to the full training event fee. Licensee will be responsible for all of Esri's reasonable travel expenses and
shipping costs (including Mobile Lab), for all rescheduled or canceled training events.
b. Student substitutions that occur without the three (3) business days' advance notice are subject to a fee. Substitute
Students must be from the same organization as the student being replaced.
10.5.3 If cancellation of a training event is necessary due to Force Majeure as described in Article 12.5 below, the affected
party is released in full from the three (3)-business-day notification. The affected party will either reschedule or cancel the
training without that affected party incurring any liability.
10.5.4 If Esri is unable to conduct the training on the scheduled date, Esri will notify Licensee at least three (3) business days
before the scheduled start date.
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10.6 Indemnification. Esri will indemnify and hold harmless Licensee and each of its directors and officers (collectively the
"Indemnified Parties") from and against any and all damages, losses, liabilities, claims, judgments, and settlements, including
all reasonable costs, expenses, and attorneys' fees, arising out of any action or claim for bodily injury, death, or property
damage brought against any of the Indemnified Parties to the extent arising from any negligent act or omission or willful
misconduct by Esri or its directors, officers, employees, or agents while engaged in or as a result of the training or coaching
services provided by Esri pursuant to this Agreement while on Licensee's site.
ARTICLE 11—MANAGED SERVICES TERMS AND CONDITIONS
11.1 Documentation. The Activity Description must define the following:
a. The Hosting term —The duration in which the Managed Services Environment is available to Licensee via HTTP or
HTTPS access through the Internet. The Hosting term does not begin until setup and deployment of the data and
application are complete.
b. Targeted system availability —"System availability" means that Licensee and associated End Users are able to have
external HTTP or HTTPS access to the application and associated data content through the Internet. Examples of
supported levels of system availability are ninety-five percent (95%), ninety-nine percent (99%), and ninety-nine
point nine percent (99.9%). Not all Managed Services offerings include a targeted system availability.
c. Number of anticipated requests —A request is made by an End User through a client (e.g., desktop computer, web
application, mobile device) and sent to server(s) that is set up in the Managed Services Environment by Esri and
performs computational tasks on behalf of End User. An example of a common request used in a GIS is a map
request. A map request is made every time a user pans, zooms, or queries a map service.
d. Amount of data storage —Data storage refers to the components required to retain digital data, which is to be used
and consumed in Licensee GIS applications and/or Online Services, and
e. The quote for the applicable price in terms of Learning and Services Credits.
f. The Data storage location may be defined in the Activity Description.
11.2 Requirements Planning. It is Licensee's responsibility to plan for and address with Esri changes to Licensee's
requirements, such as the need for additional capacity, the update of an application or dataset, or increased level of system
availability.
11.3 Licensee Content Licensing and Deployment Confirmation. Licensee is responsible for maintaining the appropriate
licensing to the Licensee Content. Provision of Managed Services will be subject to Licensee's compliance of all relevant Esri
and third -party licensing agreement terms, conditions, and arrangements. Licensee will confirm access to the Managed
Services Environment within five (5) days of receiving notification from Esri that the Managed Services Environment and
Licensee Content are accessible.
11.4 Risk of Loss. Risk of loss for all Licensee Content shall at all times remain with Licensee, and it is Licensee's sole
responsibility to maintain regular backups of Licensee Content. Risk of loss for the Managed Services Environment shall at
all times remain with Esri.
11.5 Protected Information. Prior to providing any Licensee Content under this EEAP Agreement, Licensee shall notify
Esri if Licensee Content includes Protected Information.
11.6 Public Software. Licensee may not use, and may not authorize End Users to use, any software, documentation, or other
material that contains or is derived (in whole or in part) from any software, documentation, or other material distributed as
free software, open source software (e.g., Linux), or other similar licensing or distribution models, including, but not limited
to, software, documentation, or other material licensed or distributed under any of the following license or distribution
models or license or distribution models similar to any of the following:
a. The GNU General Public License (GPL), Lesser/Library GPL (LGPL), or Free Documentation License;
b. The Artistic License (e.g., Perl);
C. The Mozilla Public License;
d. The Netscape Public License;
e. The Sun Community Source License (SCSL);
f. The Sun Industry Standards License (SISL);
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g. The Berkeley Software Distribution (BSD) License; and
h. The Apache License ("Public Software") in connection with the Licensee Content in any manner that requires,
pursuant to the license applicable to such Public Software, that any component of the Managed Services be
1. Disclosed or distributed in source code form,
2. Made available free of charge to recipients, or
3. Modifiable without restriction by recipients.
11.7 Monitoring. Licensee will provide information and/or other materials related to its Licensee Content as reasonably
requested by Esri or its Hosting partner to verify Esri's and/or Licensee's compliance with this EEAP Agreement. Esri or its
Hosting partner, as applicable, may browse, index, or otherwise monitor the external interfaces of any Licensee Content
solely for the purpose of verifying compliance with this EEAP Agreement.
11.8 Prohibited Use. Licensee may not access or use Managed Services to
a. Spam, spoof, phish, or transmit junk e-mail or offensive or defamatory material;
b. Stalk or make threats of physical harm;
c. Store or transmit any software viruses; worms; time bombs; Trojan horses; or any other computer code, files, or
programs designed to interrupt, destroy, or limit the functionality of any computer software, hardware, or
telecommunications equipment;
d. Violate any law;
e. Infringe or misappropriate the rights of any third party;
f. Process, store, or transmit any data, information, or technology that is controlled for export under the International
Traffic in Arms (ITAR) regulations, is unclassified controlled technical information (UCTI) under DFARS 204.73,
or is protected health information (PHI) under the Health Insurance Portability and Accountability Act (HIPAA); or
g. Otherwise violate a material term of this EEAP Agreement ("Prohibited Use").
11.9 Takedowns and Service Suspension. If Esri believes that any Licensee's use of the Managed Services constitutes a
Prohibited Use or if Licensee Content violates the restrictions listed in Section 11.8, Esri will notify Licensee; request
Licensee to stop the Prohibited Use, and may request that such Licensee Content be removed from Managed Services
Environment or access to it be disabled. Esri may remove or disable access to any such Licensee Content without prior notice
as permitted under applicable law or as required to comply with any judicial, regulatory, or other governmental order. Esri
may also suspend Licensee's access to Managed Services Environment at any time
a. For scheduled downtime to conduct maintenance or make modifications to Managed Service(s); or
b. In the event of a threat or attack on Managed Service(s) (including a denial -of -service attack) or other event that
may create a risk to the applicable part of Managed Services.
If feasible under these circumstances, Licensee will be notified of any service suspension beforehand and allowed reasonable
opportunity to take remedial action. In the event that Esri removes Licensee Content or suspends access to Managed Services
Environment without prior notice, Esri will provide prompt written notice to Licensee unless prohibited by law.
ARTICLE 12—GENERAL PROVISIONS
12.1 Relationship of the Parties. The parties hereto agree that each is an independent contractor with respect to this EEAP
Agreement; that this EEAP Agreement does not constitute an agency, partnership, franchise, or joint venture; and that
nothing herein contained is intended to constitute, nor shall it be construed to constitute, the parties as agents, partners,
franchisor/franchisee, or co -venturers of each other. Except as expressly provided in this EEAP Agreement, neither party
shall have any power or authority to act in the name or on behalf of the other party except with the prior, express written
consent of the other party.
12.2 Intellectual Property Rights Attribution. Licensee shall retain any copyright, patent, or trademark notices on all items
licensed under this EEAP Agreement and shall take other necessary steps to protect Esri's or its licensor's intellectual
property rights. Licensee shall not copy or distribute, or permit a third party to copy or distribute, any of Esri's training
material(s).
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12.3 No Implied Waivers. The failure of either party to enforce any provision of this EEAP Agreement shall not be deemed
a waiver of the provisions or of the right of such party thereafter to enforce that or any other provision.
12.4 Severability. If any provision of this EEAP Agreement is determined to be invalid, illegal, or unenforceable, the parties
agree the remaining provisions of this EEAP Agreement shall remain in full force if both the economic and legal substance of
the transactions contemplated by this EEAP Agreement are not affected in any manner that is materially adverse to either
party by severing the provision determined to be invalid, illegal, or unenforceable.
12.5 Force Majeure. If the performance of this EEAP Agreement, or any obligation except the making of payments, is
prevented, restricted, or interfered with by reason of fire, flood, earthquake, explosion, or other casualty or accident; strikes
or labor disputes; inability to procure or obtain delivery of parts, supplies, or power; war, terrorist act, cyber-attack, or other
violence; any law, order, proclamation, regulation, ordinance, demand, or requirement of any governmental agency; or any
act or condition whatsoever beyond the reasonable control of the affected party, the party so affected, upon giving prompt
notice to the other party, shall be excused from such performance to the extent of such prevention, restriction, or interference.
12.6 Applicable Laws. This EEAP Agreement shall be governed by and construed in accordance with the laws of the State
of Colorado without reference to conflict of laws principles.
12.7 Nonsolicitation of Contractor Personnel. Licensee shall not solicit for hire any Esri employee who is associated with
efforts called for under this Agreement during the term of this EEAP Agreement and for a period of one (1) year thereafter. In
the event the foregoing provision is breached, Licensee shall pay Esri liquidated damages for recruiting and training costs
equal to twelve (12) months of the employee's compensation plus any legal expenses associated with the enforcement of this
provision.
12.8 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 taxes are
due.
12.9 UCC Inapplicability. Any services provided under this EEAP Agreement will not be governed by the Uniform
Commercial Code (UCC) and will not be deemed "goods" within the definition of the UCC.
12.10 Assignment and Delegation. Esri may, in whole or in part, assign any of its rights or delegate any performance under
this EEAP Agreement, provided that Esri shall remain responsible for the performance it delegates. This EEAP Agreement
binds and benefits successors or assigns permitted under this Section 12.10.
12.11 Insurance. Each party shall, throughout the term of this EEAP Agreement, obtain and maintain at its own cost and
expense from a qualified insurance company an appropriate commercial general liability (CGL) insurance policy, including
coverage for products liability, naming the other party as an additional named insured. Such policy shall provide protection
against any and all claims, demands, and causes of action arising out of any error, omission, failure to perform, or defect,
alleged or otherwise, of goods and services used in connection therewith or any use thereof. The amount of coverage shall be
in the minimum amount of one million US dollars (US$1,000,000).
12.12 Export Control Regulations. Licensee expressly acknowledges and agrees that Licensee shall not export, reexport,
transfer, or release Software, Data, Online Services, or Documentation, in whole or in part, to
a. Any US embargoed country (or to a national or resident of any US embargoed country);
b. Any person on the US Treasury Department's list of Specially Designated Nationals;
c. Any person or entity on the US Commerce Department's Denied Persons List, Entity List, or Unverified List; or
d. Any person or entity where such export or reexport violates any US export control laws or regulations including, but
not limited to, the terms of any export license or license exemption and any amendments and supplemental additions
to US export laws as they may occur from time to time.
12.13 Headers. Headers are for convenience only and are not to be used in the interpretation of this EEAP Agreement
12.14 Entire Agreement. This EEAP Agreement constitutes the sole and entire agreement of the parties and supersedes any
previous agreements, understandings, and arrangements between the parties relating to the Enterprise Advantage Program.
F.125(M), 2015EAP5102 Page 13 of 14 02/13/2015
08/12/2015
DocuSign Envelope ID: 1AA162CB-F20E-4AB3-B4F9-5F9CDC2720AB
Other than information regarding the services or Solhvare being ordered and shipping instructions, if any, additional or
different terms contained on Licensee's purchase order are objected to and shall not apply even if accepted or acknowledged
by Esri unless specifically included in a modification to this EEAP Agreement. Any modifications or amendments to this
EEAP Agreement must be in writing and signed by an authorized representative of each party.
The parties acknowledge that the), have read and understand this EEAP Agreement. have the authority to bind their
respective organizations, and agree to be bound by its terms and conditions.
CITY Of ASPEN, COLORADO
(Liccnseg),'
7
By. ___
AuthorizmWignalkire
Printed Name: &, we", *J
Title: —'
Date: � Its -
ENVIRONMENTAL SYSTEMS
RESEARC TITU
(Esri)
BY:
Aut tnrszed Signal e
Printed Name: Will'.,n�G�Ie IRQ
"Title:
Managing Business Afiomey
Date: up 1 1 7015
All Licensee contact regarding the I:sri Fntcrp6w dvantage Progr.an shall be lhrouglt the point of LNrnlack_identi lied. heluw.
Authorized EEAP Contact Information
(to be completed by Licensee)
Contact: Brideette Kelly. GIS Coordinator _
Address: 130 S. Gajeng.gtrect
City, State, ZIP: Aspen. CO 81611
Telephone: (970) 920_5453
Fax: 970 544-5378
T mail: hridg€tte.l:cfh•�r�ci>�ofaspcn.cnm
E125(M), 2015EA1'5102 Puge 14 of 14 02/13/2015
08/12/2015
nnnnRinn Fnualnnn in. 1AA1R9r1R_C9nC AA04 QACn =nrM-nn-
Signature Request - City of Aspen TOA-4 AP-
SGEA - Services Agmt Task Order
Final Audit Report 2022-11-07
Created: 2022-11-07
By: Dave Sweeney (dsweeney@esri.com)
Status: Signed
Transaction ID: CBJCHBCAABAAR8tm7NOSo24Vz4RdATNTvtUjiu6U5111
"Signature Request - City of Aspen TOA-4 AP-SGEA - Services
Agmt Task Order" History
Document created by Dave Sweeney (dsweeney@esri.com)
2022-11-07 - 11:03:51 PM GMT
Document emailed to Tamisa Greening (tgreening@esri.com) for signature
2022-11-07 - 11:07:52 PM GMT
Email viewed by Tamisa Greening (tgreening@esri.com)
2022-11-07 - 11:32:00 PM GMT
Document e-signed by Tamisa Greening (tgreening@esri.com)
Signature Date: 2022-11-07 - 11:32:54 PM GMT - Time Source: server
Agreement completed.
2022-11-07 - 11:32:54 PM GMT
10 Adobe Acrobat Sign