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380 New York Street
909.793.2853
esri.com
Redlands, California 92373-8100 USA
info@esri.com
June 24, 2022
Jonathan Pollack
City of Glendale
6835 N 57th Dr
Glendale, AZ 85301
Dear Jonathan,
The Esri Small Municipal and County Government Enterprise Agreement (SGEA) is a three‐year agreement that
will grant your organization access to Esri term license software. The EA will be effective on the date executed and
will require a firm, three‐year commitment.
Based on Esri's work with several organizations similar to yours, we know there is significant potential to apply
Geographic Information System (GIS) technology in many operational and technical areas within your
organization. For this reason, we believe that your organization will greatly benefit from an Enterprise Agreement
(EA).
An EA will provide your organization with numerous benefits including:
A lower cost per unit for licensed software
Substantially reduced administrative and procurement expenses
Complete flexibility to deploy software products when and where needed
The following business terms and conditions will apply:
All current departments, employees, and in-house contractors of the organization will be eligible to use
the software and services included in the EA.
If your organization wishes to acquire and/or maintain any Esri software during the term of the agreement
that is not included in the EA, it may do so separately at the Esri pricing that is generally available for
your organization for software and maintenance.
The organization will establish a single point of contact for orders and deliveries and will be responsible
for redistribution to eligible users.
The organization will establish a Tier 1 support center to field calls from internal users of Esri software.
The organization may designate individuals as specified in the EA who may directly contact Esri for Tier
2 technical support.
The organization will provide an annual report of installed Esri software to Esri.
Esri software and updates that the organization is licensed to use will be automatically available for
downloading.
The fee and benefits offered in this EA proposal are contingent upon your acceptance of Esri’s Small
Municipal and County Government EA terms and conditions.
Small Government Enterprise Agreement
Licenses are valid for the term of the EA.
This program offer is valid for 90 days. To complete the agreement within this time frame, please contact me
within the next seven days to work through any questions or concerns you may have.
To expedite your acceptance of this EA offer:
1. Sign and return the EA contract with a Purchase Order or issue a Purchase Order that references this EA
Quotation and includes the following statement on the face of the Purchase Order:
"THIS PURCHASE ORDER IS GOVERNED BY THE TERMS AND CONDITIONS OF THE ESRI
SMALL MUNICIPAL AND COUNTY GOVERNMENT EA, AND ADDITIONAL TERMS AND
CONDITIONS IN THIS PURCHASE ORDER WILL NOT APPLY."
Have it signed by an authorized representative of the organization.
2. On the first page of the EA, identify the central point of contact/agreement administrator. The agreement
administrator is the party that will be the contact for management of the software, administration issues,
and general operations. Information should include name, title (if applicable), address, phone number, and
e-mail address.
3. In the purchase order, identify the "Ship to" and "Bill to" information for your organization.
4. Send the purchase order and agreement to the address, email or fax noted below:
Esri
Attn: Customer Service SG-EA
380 New York Street
Redlands, CA 92373-8100
e-mail: service@esri.com
fax documents to: 909-307-3083
I appreciate the opportunity to present you with this proposal, and I believe it will bring great benefits to your
organization.
Thank you very much for your consideration.
Best Regards,
Bryn Brum
Quotation # Q-474126
Date: June 24, 2022
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: 0AMS3
Customer # 8036 Contract #
City of Glendale
Information Technology
6835 N 57th Dr
Glendale, AZ 85301
To expedite your order, please attach a copy of
ATTENTION: Jonathan Pollack
this quotation to your purchase order.
PHONE:
(623) 930-2812
Quote is valid from: 6/24/2022 To: 9/22/2022
EMAIL:
jpollack@glendaleaz.com
Material
Qty
Term
Unit Price
Total
168182
1
Year 1
$90,000.00
$90,000.00
Populations of 150,001-250,000 Small Government Term Enterprise License Agreement
168182
1
Year 2
$130,000.00
$130,000.00
Populations of 150,001-250,000 Small Government Term Enterprise License Agreement
168182
1
Year 3
$165,000.00
$165,000.00
Populations of 150,001-250,000 Small Government Term Enterprise License Agreement
Subtotal:
$385,000.00
Sales Tax:
$32,725.00
Estimated Shipping and Handling (2 Day Delivery):
$0.00
Contract Price Adjust:
$0.00
Total:
$417,725.00
Esri may charge a fee to cover expenses related to any customer requirement to use a proprietary vendor management, procurement, or invoice program.
For questions contact:
Bryn Brum
Email:
bbrum@esri.com
Phone:
(909) 793-2853 x8245
The items on this quotation are subject to and governed by the terms of this quotation, the most current product specific scope of use document
found at https://assets.esri.com/content/dam/esrisites/media/legal/product-specific-terms-of-use/e300.pdf, and your applicable signed agreement
with Esri. If no such agreement covers any item quoted, then Esri’s standard terms and conditions found at https://go.esri.com/MAPS apply to your
purchase of that item. If any item is quoted with a multi-year payment schedule, then unless otherwise stated in this quotation, Customer is required
to make all payments without right of cancellation. Third-party data sets included in a quotation as separately licensed items will only be provided
and invoiced if Esri is able to provide such data and will be subject to the applicable third-party's terms and conditions. If Esri is unable to provide
any such data set, Customer will not be responsible for any further payments for the data set. US Federal government entities and US government
prime contractors authorized under FAR 51.1 may purchase under the terms of Esri’s GSA Federal Supply Schedule. Supplemental terms and
conditions found at https://www.esri.com/en-us/legal/terms/state-supplemental apply to some US state and local government purchases. All terms
of this quotation will be incorporated into and become part of any additional agreement regarding Esri’s offerings. Acceptance of this quotation is
limited to the terms of this quotation. Esri objects to and expressly rejects any different or additional terms contained in any purchase order, offer,
or confirmation sent to or to be sent by buyer. Unless prohibited by law, the quotation information is confidential and may not be copied or released
other than for the express purpose of system selection and purchase/license. The information may not be given to outside parties or used for any
other purpose without consent from Esri. Delivery is FOB Origin for customers located in the USA.
BRUMB
This offer is limited to the terms and conditions incorporated and attached herein.
Esri Use Only:
Cust. Name
Cust. #
PO #
Esri Agreement #
Page 1 of 6
August 31, 2021
SMALL ENTERPRISE AGREEMENT
COUNTY AND MUNICIPALITY GOVERNMENT
(E214-6)
This Agreement is by and between the organization identified in the Quotation ("Customer") and Environmental
Systems Research Institute, Inc. ("Esri").
This Agreement sets forth the terms for Customer's use of Products and incorporates by reference (i) the
Quotation and (ii) the Master Agreement. Should there be any conflict between the terms and conditions of the
documents that comprise this Agreement, the order of precedence for the documents shall be as follows: (i) the
Quotation, (ii) this Agreement, and (iii) the Master Agreement. This Agreement shall be governed by and
construed in accordance with the laws of the state in which Customer is located without reference to conflict of
laws principles, and the United States of America federal law shall govern in matters of intellectual property. The
modifications and additional rights granted in this Agreement apply only to the Products listed in Table A.
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
1,000 ArcGIS Online Viewers
1,000 ArcGIS Online Creators
110,000 ArcGIS Online Service Credits
1,000 ArcGIS Enterprise Creators
15 ArcGIS Insights in ArcGIS Enterprise
15 ArcGIS Insights in ArcGIS Online
200 ArcGIS Tracker for ArcGIS Enterprise
200 ArcGIS Tracker for ArcGIS Online
7 ArcGIS Parcel Fabric User Type Extensions (Enterprise)
7 ArcGIS Utility Network User Type Extensions (Enterprise)
7 ArcGIS Trace Network User Type Extensions (Enterprise)
OTHER BENEFITS
Number of Esri User Conference registrations provided annually
5
Number of Tier 1 Help Desk individuals authorized to call Esri
5
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
00311369.0
Page 2 of 6
August 31, 2021
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:
(Customer)
By:
Authorized Signature
Printed Name:
Title:
Date:
CUSTOMER CONTACT INFORMATION
Contact:
Telephone:
Address:
Fax:
City, State, Postal Code:
E-mail:
Country:
Quotation Number (if applicable):
Timothy Brazeal (Aug 1, 2022 13:20 PDT)
ENVIRONMENTAL SYSTEMS RESEARCH INSTITUTE, INC.
Timothy Brazeal
Manager, Commercial and Government Contracts
Aug 1, 2022
Page 3 of 6
August 31, 2021
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-
us/legal/terms/full-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-
Page 4 of 6
August 31, 2021
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.
4.0—PRODUCT UPDATES
4.1 Future Updates. Esri reserves the right to
update the list of Products in Table A—List of
Products by providing written notice to
Customer. Customer may continue to use all
Products that have been Deployed, but support
and upgrades for deleted items may not be
available. As new Products are incorporated into
the standard program, they will be offered to
Customer via written notice for incorporation into
the Products schedule at no additional charge.
Customer's use of new or updated Products
requires Customer to adhere to applicable
additional or revised terms and conditions in the
Master Agreement.
4.2 Product Life Cycle. During the Term of
Agreement, some Products may be retired or
may no longer be available to Deploy in the
identified quantities. Maintenance will be subject
to the individual Product Life Cycle Support
Status and Product Life Cycle Support Policy,
which can be found at
https://support.esri.com/en/other-
resources/product-life-cycle. Updates for
Products in the mature and retired phases may
not be available. Customer may continue to use
Products already Deployed, but Customer will
not be able to Deploy retired Products.
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
https://www.esri.com/en-
us/legal/terms/maintenance). At Esri's sole
discretion, Esri may make patches, hot fixes, or
updates available for download. No Software other
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.
3. At a minimum, Tier 1 Support will include
those activities that assist the user in
resolving how-to and operational questions
as well as questions on installation and
troubleshooting procedures.
4. The Tier 1 Help Desk will be the initial point
of contact for all questions and reporting of a
Case. The Tier 1 Help Desk will obtain a full
description of each reported Case and the
system configuration from the user. This
may include obtaining any customizations,
code samples, or data involved in the Case.
5. If the Tier 1 Help Desk cannot resolve the
Case, an authorized Tier 1 Help Desk
individual may contact Tier 2 Support. The
Tier 1 Help Desk will provide support in such
a way as to minimize repeat calls and make
solutions to problems available to
Customer’s organization.
6. Tier 1 Help Desk individuals are the only
individuals authorized to contact Tier 2
Support. Customer may change the Tier 1
Help Desk individuals by written notice to
Esri.
b. Tier 2 Support
1. Tier 2 Support will log the calls received
from Tier 1 Help Desk.
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
Page 5 of 6
August 31, 2021
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
Page 6 of 6
August 31, 2021
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.
City of Glendale / SGEA
Final Audit Report
2022-08-01
Created:
2022-08-01
By:
Joe Collins (jcollins@esri.com)
Status:
Signed
Transaction ID:
CBJCHBCAABAAuZ7zpdZz2r3NToEijnvqGgdfDQZHeKzQ
"City of Glendale / SGEA" History
Document created by Joe Collins (jcollins@esri.com)
2022-08-01 - 7:51:19 PM GMT- IP address: 172.113.11.74
Document emailed to Timothy Brazeal (Tbrazeal@esri.com) for signature
2022-08-01 - 7:55:05 PM GMT
Email viewed by Timothy Brazeal (Tbrazeal@esri.com)
2022-08-01 - 7:55:13 PM GMT- IP address: 13.91.203.149
Document e-signed by Timothy Brazeal (Tbrazeal@esri.com)
Signature Date: 2022-08-01 - 8:20:31 PM GMT - Time Source: server- IP address: 76.175.87.7
Agreement completed.
2022-08-01 - 8:20:31 PM GMT