R2023-242 Resolution Authorizing the Renewal of Environmental Systems Research Institute, Inc. (ESRI) Enterprise Agreement-for Geographic Information System (GIS) Software

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supplement any preliminary information operate, or allow access to the Products. If this gathering or troubleshooting performed by is a multi-year Agreement, Esri may invoice the Tier 1 Help Desk. Fee up to thirty (30)calendar days before the 4. Tier 2 Support will attempt to resolve the annual anniversary date for each year. Case submitted by Tier 1 Help Desk. b. Undisputed invoices will be due and payable 5. When the Case is resolved, Tier 2 Support within thirty (30)calendar days from the date of invoice. Esri reserves the right to suspend will communicate the information to Tier 1 Customer's access to and use of Products if Help Desk, and Tier 1 Help Desk will Customer fails to pay any undisputed amount disseminate the resolution to the user(s). owed on or before its due date. Esri may charge Customer interest at a monthly rate equal to the lesser of one percent(1.0%) per month or the 6.0—ENDORSEMENT AND PUBLICITY maximum rate permitted by applicable law on any overdue fees plus all expenses of collection This Agreement will not be construed or interpreted for any overdue balance that remains unpaid as an exclusive dealings agreement or Customer's ten (10)days after Esri has notified Customer of endorsement of Products. Either party may publicize the past-due balance. the existence of this Agreement. c. Esri's federal ID number is 95-2775-732. 7.0—ADMINISTRATIVE REQUIREMENTS d. If requested, Esri will ship backup media to the ship-to address identified on the Ordering 7.1 OEM Licenses. Under Esri's OEM or Solution Document, FOB Destination, with shipping OEM programs, OEM partners are authorized to charges prepaid. Customer acknowledges that embed or bundle portions of Esri products and should sales or use taxes become due as a services with their application or service. OEM result of any shipments of tangible media, Esri partners' business model, licensing terms and has a right to invoice and Customer will pay any conditions, and pricing are independent of this such sales or use tax associated with the receipt Agreement. Customer will not seek any discount of tangible media. from the OEM partner or Esri based on the availability of Products under this Agreement. 8.2 Order Requirements. Esri does not require Customer will not decouple Esri products or Customer to issue a purchase order. Customer services from the OEM partners' application or may submit a purchase order in accordance with service. its own process requirements, provided that if Customer issues a purchase order, Customer 7.2 Annual Report of Deployments. At each will submit its initial purchase order on the anniversary date and ninety(90) calendar days Effective Date. If this is a multi-year Agreement, prior to the expiration of this Agreement, Customer will submit subsequent purchase Customer will provide Esri with a written report orders to Esri at least thirty(30) calendar days detailing all Deployments. Upon request, before the annual anniversary date for each Customer will provide records sufficient to verify year. the accuracy of the annual report. a. All orders pertaining to this Agreement will be processed through Customer's centralized point 8.0—ORDERING,ADMINISTRATIVE of contact. PROCEDURES, DELIVERY,AND DEPLOYMENT b. The following information will be included in each Ordering Document: 8.1 Orders, Delivery, and Deployment (1) Customer name; Esri customer number, if a. Upon the Effective Date, Esri will invoice known; and bill-to and ship-to addresses(2) Order number Customer and provide Authorization Codes to (3) Applicable annual payment due activate the nondestructive copy protection program that enables Customer to download, Page 5 of 6 January 3,2023