2014/03/26 Council Agenda Packet

2 4. Tier 2 Support shall attempt to resolve the be due and payable within thirty(30)calendar days Incidents submitted by Tier 1 Help Desk by of the anniversary date of the Effective Date,with the assisting Tier 1 Help Desk individuals. initial payment due within thirty(30)calendar days of execution of this ELA.Esri's Federal ID Number 5. When the Incident is resolved,Tier 2 Support is 95-2775-732. shall communicate the information to Tier 1 b. Upon receipt of the initial Ordering Document from Help Desk individuals,and Tier 1 Help Desk Licensee,Esri shall authorize download of the shall disseminate the resolution to the user. Enterprise Products to Licensees for its Deployment activities.If requested,Esri will ship backup media to the ship-to address identified on the Order,the FOB 6.0—ENDORSEMENT AND PUBLICITY Destination,with shipping charges prepaid.For those entities that avoid sales tax by downloading This ELA shall not be construed or interpreted as an deliverables,request for delivery or receipt of exclusive dealings agreement or Licensee's endorsement tangible media may cause license fees to be subject to of Esri or its Authorized Distributor.Licensee agrees that taxes.Licensee acknowledges that should such taxes Esri and its Authorized Distributor may publicize the become due,Esri has a right to invoice and Licensee existence of this ELA upon execution. agrees to pay any such sales or use tax associated with its receipt of tangible media. c. Esri shall provide Authorization Codes to activate the 7.0—ADMINISTRATIVE REQUIREMENTS nondestructive copy protection program that enables the Enterprise Products to operate. 7.1 OEM Licenses.Under Esri's OEM or Solution OEM d. Licensee shall Deploy,install,configure,and track programs,OEM partners are authorized to embed or the Deployment status of the Enterprise Products. bundle portions of Esri Products and Services with their application or service.OEM partners'business 8.2 Order Requirements model,licensing terms and conditions,and pricing are independent of this ELA.Licensee shall not seek a. All orders pertaining to this ELA shall be processed any discount from the OEM partner or Esri based on through Licensee's centralized point of contact the availability of Enterprise Products under this b. The following information shall be included in each ELA.Licensee shall not decouple Esri Products or Order(or Ordering Document): Services from the OEM partners'application or (1) Licensee name;Esri customer number,if known; service. and bill-to and ship-to addresses 7.2 Annual Report of Deployments.At each (2) Order number anniversary date and ninety(90)calendar days prior (3) Applicable annual payment due to the expiration date of this ELA,Licensee shall (4) On the first page of an Ordering Document,a provide a written report detailing all Deployments to reference to this ELA and the following either(a)Esri if Licensee is located in the USA or statement: (b)Authorized Distributor if Licensee is located THIS ORDER IS GOVERNED BY THE outside the USA.The report will be subject to audit. TERMS AND CONDITIONS OF THE • 7.3 Renewal.Any follow-on ELA will be offered in ESRI SMALL ENTERPRISE LICENSE accordance with then-current ELA pricing and AGREEMENT,AND ADDITIONAL license terms and conditions. TERMS AND CONDITIONS IN THE ORDER WILL NOT APPLY." 8.0—ORDERING,ADMINISTRATIVE PROCEDURES,DELIVERY,AND 9.0-TRAINING DEPLOYMENT 9.1 Training Description.Esri offers instructor-led training related to the use of its proprietary GIS 8.1 Orders,Delivery,and Deployment software.Esri will provide to Licensee a fixed number of training days to use for Instructor-Led . a. Licensee shall issue an Ordering Document upon Training,as defined in this Small Enterprise Training execution of this ELA and annually thereafter in Package,if purchased.Instructor-Led Training events accordance with the ELA Quotation.Payment shall occur at an Esri Learning Center or via the web in a E214-3(Level 3) Page 5 of 6 02/27/2014 32