HomeMy WebLinkAbout25A - AGMT - INFORMATION SYS SRVSREQUEST FOR
COUNCIL. ACTION
WIN
CITY COUNCIL MEETING DATE:
JUNE 16, 2015
TITLE:
AGREEMENTS WITH ENVIRONMENTAL
SYSTEMS RESEARCH INSTITUTE, INC.,
FOR GEOSPATIAL INFORMATION
SYSTEMS SERVICES (GENERAL FUND)
(PROJECT 15.6005)
(STRATEGIC PLAN NO, 6, 1)
:22
CITY MAMA ER
RECOMMENDED ACTION
CLERK OF COUNCIL USE ONLY:
."49061w§
❑ As Recommended
❑ As Amended
❑ Ordinance on I" Reading
❑ Ordinance on 20° Reading
❑ Implementing Resolution
❑ Set Public Hearing For
CONTINUED TO
FILE NUMBER
Authorize the City Manager and Clerk of the Council to execute an agreement with
Environmental Systems Research Institute, Inc,, subject to nonsubstantive changes approved
by the City Manager and City Attorney, to provide GIS Roadmap Consulting Services for a
one -year period expiring on June 15, 2016, in an amount not to exceed $40,899.
2, Authorize the City Manager and Clerk of the Council to execute an agreement with
Environmental Systems Research Institute, Inc„ subject to nonsubstentive changes approved
by the City Manager and City Attorney, to provide GiS Training Services for a one -year period
expiring on June 15, 2015, in an amount not to exceed $25,540.
DISCUSSION
Through the combined efforts of the City Council, City Manager, City Staff', and the community,
the City of Santa Ana Five -Year Strategic Plan (FY 2014 -15 to FY 2018 -19) was adopted in
March 2014. Of the many goats and objectives outlined in the Strategic Plan, Strategic Goal No.
6, Objective 1, focuses on Community Facilities and Infrastructure and the establishment and
maintenance of a Community Investment Plan for all City assets. Accomplishment of this goal
requires investment in the technology to Implement a citywide asset management program,
The industry standard for asset management programs is integration with geospatial information
systems (GIS), The City currently uses the ArcGIS software product developed by Environmental
Systems Research Institute, Inc., (Earl) to geo -code and map many Public Works assets,
Through available third -party sources, other City agencies are also able to spatially analyze data,
such as census, zoning, and neighborhood Information.
As a first step toward Implementation of the City's asset management system, the Public Works
Agency desires to expand the utility and functionality of the City's GIS Program. This can be
25A -1
Agreements with Esri for GIS Roadmap Consulting
Services and GIS Training Services
June 16, 2015
Page 2
accomplished by establishing a project framework in accordance with best GIS management
practices. Additionally, the ongoing viability of the asset management system can be assured if
assigned staff is prepared to use the GIS software to its fullest capability. The GIS Roadmap
Consulting Services agreement provides for up to 130 hours of professional services that include
strategy planning, workflow development, analysis of current geospatial solutions and
capabilities, and recommendations for required build -out. The GIS Training Services agreement
provides for 90 days of Esri instructor -led training, coaching services, and required user licenses
for the training sessions. Training will first be given to Public Works staff that will have hands -on
responsibility for asset data analysis and then to staff from other agencies, as can be
accommodated.
STRATEGIC PLAN ALIGNMENT
Approval of this item supports the City's efforts to meet Goal #6 Community Facilities &
Infrastructure, Objective #1 (establish and maintain a Community Investment Plan for all City
assets).
FISCAL IMPACT
The Public Works Agency received a General Fund allocation for this Strategic Plan project in
Fiscal Year 2014/15. These funds were deposited in February 2015 and are available in the
Public Works Traffic & Transportation Engineering account (01117620- 62300, Project 15- 6005).
Executive Director
APPROVED AS TO FUNDS AND ACCOUNTS
Executive Director
Public Works Agency Finance & Management Services Agency
FM /mlm
Exhibits: 1. Agreement with Esri for GIS Roadmap Consulting Services
2. Agreement with Esri for GIS Training Services
25A -2
TRAINING AGREEMENT
THIS AGREEMENT is made and entered into this 19th day of June 2015 by and
between Environmental Systems Research Institute, Inc. (ESRI), a California
Corporations, (hereinafter "Consultant "), and the City of Santa Ana, a charter city and
municipal corporation organized and existing under the Constitution and laws of the State
of California (hereinafter "City").
RECITALS
A. The City desires to retain a consultant having special skill and knowledge in
the field of geospatial information systems (GIS) software training.
B. Consultant represents that Consultant is able and willing to provide such
services to the City.
C. In undertaking the performance of this Agreement, Consultant represents that
it is knowledgeable in its field and that any services performed by Consultant
under this Agreement will be performed in compliance with such standards
as may reasonably be expected from a professional consulting firm in the
field.
NOW THEREFORE, in consideration of the mutual and respective promises,
and subject to the terms and conditions hereinafter set forth, the parties agree as follows:
This Agreement includes
a) This signature page,
b) Training Terms and Conditions attached as Exhibit A to this Agreement, and
c) Quote #20469116, dated May 13, 2015, attached hereto as Exhibit B.
This Agreement shall commence on the date first written above and terminate on
June 18, 2016, unless terminated earlier in accordance with the Training Terms and
Conditions. The term of this Agreement may be extended upon a writing executed by the
City Manager and the City Attorney.
The total amount to be expended pursuant to this Agreement shall not exceed
$25,500.
In addition to required insurance coverage referenced in Article 5 of the Training
Terms and Conditions, Consultant shall supply City with a fully executed additional
insured endorsement in substantially the form attached hereto as Exhibit C upon
execution of this Agreement.
This Agreement, along with the attached Exhibits, constitutes the sole and entire
agreement of the parties as to the subject matter set forth herein and supersedes any
Exhibit 2
25A -3
previous agreements, understandings and arrangements between the parties relating to
such subject matter, Any modification(s) or amendment(s) to this Agreement shall be in
writing and signed by an authorized representative of each party.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and
year first above written.
ATTEST:
MARIA D. HUIZAR
Clerk of the Council
APPROVED AS TO FORM:
SONIA R. CARV
City Attorney
C
Assistant
RECOMMENDED FOR APPROVAL:
Fred Mousavipour
Executive Director
Public Works Agency
25A -4
CITY OF SANTA ANA
DAVID CAVAZOS
City Manager
CONSULTANT
Name:
Title:
Tax ID#
Exhibit A
esno TRAINING TERMS 1 CONDITIONS
Esri, 380 New York St., Redlands, CA 92373 -8100 USA • TEL 909- 793 -2853 • FAX 909- 793 -5953
This Training Agreement ( "Agreement ") is between you (hereinafter "Client ") and Environmental Systems Research
Institute, Inc. ( "Esri"). Client acknowledges that Client has read and understood this Agreement and agrees to be bound by
the terms and conditions hereof.
RECITALS
This Agreement allows Esri to conduct training courses and provide training- related services to Client who wishes to obtain
training in the use of Esri GIS software. Both parties agree to the terms and conditions contained below.
ARTICLE 1— DEFINITIONS
a. "Client- Supplied Training Data" means any digital dataset(s) including, but not limited to, geographic, vector
data, coordinates, raster, or associated tabular attributes supplied by Client for use in training.
b. "Esri Mobile Lab" means Esri hardware shipped to domestic US Client site training events, if Client 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.
c. "Esri Training Event Assistant" means Client's primary Esri liaison in organizing Client site and private training
events.
d. "Student" means a registered participant for a specific training course, Client coaching services, or training- related
services.
e. "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.
ARTICLE 2— TRAINING DESCRIPTION
2.1 Instructor -led training and Client coaching services are offered by Esri in the use of Esri's GIS Software.
a. Instructor -led training is offered online in a cloud -based environment, at a Client site, or at an Esri learning center.
Course information, location, dates, number of maximum participants, and registration requirements are located in
the Esri training catalog (l, ittp: / /training.esri.com). 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 Client's needs.
b. Client coaching services arc available for Client to enhance the learning experience by providing extra time to
review and practice course concepts with an instructor's on -site guidance.
ARTICLE 3- -ESRPS RESPONSIBILITIES .
3.1 Esri will
a. Provide training in a manner consistent with the technical and professional standards of the industry.
b. Provide an instructor qualified to conduct the training course(s), Client coaching services, or training- related
services.
c. Provide all necessary Training Materials for Student.
d. Confirm class approximately ten (10) business days prior to the scheduled start date. Client site and private classes
confirmation is dependent on receipt of the completed Client site training request form and intended method of
payment.
ARTICLE 4— CLIENT'S RESPONSIBILITIES
4.1 Client will
a. Ensure 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].
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b. Confirm 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 Student[s] who are to attend
a Client site or private training event at least three (3) business days before the scheduled start date. Subject to
compliance with Article 14 Export Control Regulations, any Student who is a resident of a US embargoed country
or is 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.
e. Be responsible for all Student travel arrangements and agrees that Esri is not responsible for losses from
nonrefundable travel arrangements due to the denial of Student's participation based on US government export
regulation requirements, course scheduling changes, or cancellations.
f Complete and submit an Esri Client site training request form, if applicable, and ensure that the class environment
adheres to the requirements for Esri Training as found online at
http: / /trainina esr com /eatewav /index efmvfa= classroom 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. Client 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.
4.2 If the Esri Mobile Lab is used, Client will
a. Immediately report any existing damage to Esri Mobile Lab equipment to Training Event Assistant, upon receipt of
the equipment.
b. Keep Esri Mobile Lab equipment in a secure, locked area between training event sessions.
c. Ensure that only registered Student[s] use Esri Mobile Lab equipment.
d. Be responsible for loss of, damage to, and/or theft of Esri Mobile Lab equipment while in Client'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 Esri Mobile Lab equipment due to Student use, excluding normal wear and tear, will be brought to the attention of
Client by written notice. Client hereby agrees to be financially responsible for any repair or replacement of
equipment resulting from such damage.
g. Make Esri Mobile Lab equipment available for freight pickup upon the conclusion of the training event.
ARTICLE 5— INSURANCE AND INDEMNIFICATION
5.1 Insurance. Esri carries, at a minimum, the following coverage:
a. Comprehensive general liability or commercial general liability with minimum coverage of one million dollars
($1,000,000.00) combined single limit per occurrence for bodily injury, including death, and property damage
liability, to include the following:
1. Premises and operations
2. Blanket contractual liability
3. Broad form property damage
4. Independent contractors
5. Personal injury, with employee exclusion deleted
6. Completed operations
b. Workers' compensation insurance, with waiver of subrogation, in an amount that complies with statutory limits.
5.2 Indemnification. Esri will indemnify and hold harmless Client 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
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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 Client's site.
ARTICLE 6— LICENSING AND MATERIALS
6.1 Training Materials Reservation of Ownership. This 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, software, data, and documentation 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).
6.2 Grant of License. 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
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.
6.3 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 (i) 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; (ii) make any attempt to circumvent the technological measure(s) (e.g.,
software or hardware key) that effectively controls access to Training Materials; (iii) remove or obscure any copyright,
trademark, and/or proprietary rights notices of Esri or its licensor(s); or (iv) use audio and /or video recording equipment
during a training course.
6.4 Client - Supplied Training Data. Client will retain ownership of any Client - Supplied Training Data
6.5 Software. Client's existing license agreement, if any, or the License Agreement found at
http: / /www.esii.com /legal /software- license will cover all applicable terms of use for Esri provided software, data,
documentation, and content used by Student during a training event. Esri may issue temporary Esri software licenses for
Client site training if Client has an insufficient number of Esri software licenses available at Client's training facility. Client
must uninstall all temporary Esri software licenses and return any media provided by Esri upon conclusion of the training
event.
MNI111NA- WCJ1 KUKI iYYalMII1►` /sVl106ro
7.1 This Agreement is effective upon acceptance. Either party may terminate this Agreement at any time upon written notice
to the other party or for a material breach that is not cured within thirty (30) days of written notice to the breaching party,
except that termination is immediate for a material breach that is impossible to cure. Upon termination of this Agreement for
breach, Esri may request Client to return or destroy all copies of Training Materials in its possession, and any whole or partial
copies, in ally form and deliver evidence of such destruction to Esri, which evidence shall be in a form acceptable to Esri in
its sole discretion. The parties agree that all provisions that operate to protect the rights of Esri and its licensor(s) shall remain
in force should breach occur. Termination does not relieve Client from payment for any current or outstanding training
registrations. Upon termination, Client agrees to pay Esri all current and outstanding invoices for training. Student[s] who are
currently registered for a training course are granted the right to continue to attend the training course subject to the terms and
conditions of this Agreement.
AR'T'ICLE 8-- STUDENT REGISTRATION AND TRAINING EVENT CHANGE POLICY
8.1 Individual Student Seats. Client will provide written notice to Esri's Customer Service department at service(cbesri.com
of any Student transfer, cancellation, or substitution requests at least three (3) business days before the scheduled start date.
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 are subject to the
full training event fee.
c. Substitute Student must be from the same organization as Student being replaced.
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8.2 Client Site /Private Class /Coaching Services (Training Event). Client 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. Client will be responsible for all of Esri's reasonable travel expenses and
shipping costs (including Esri 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
Student must be from the same organization as Student being replaced.
8.3 If cancellation of a training event is necessary due to force majeure as described in Article 11 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 incurring any liability.
8.4 If Esri is unable to conduct the training on the scheduled date, Esri will notify Client at least three (3) business days
before the scheduled start date.
ARTICLE 9— PAYMENT
9.1 Payments
a. Accepted payment methods are found at http :/ /training esri com /gateway /index efm?fa= catalog_paymentdetails.
b. Esri will invoice Client upon completion of each training course or immediately upon receipt of a purchase order, if
mutually agreed to by the parties. Client's payment will be due no later than thirty (30) days after receipt of the
invoice.
c. If Client is invoiced and pays that invoice prior to the scheduled training event, then Client has one (1) calendar year
(twelve [12] consecutive months) from the date of the invoice to consume the training days. For a multiyear order,
the training days must be consumed by the end date specified on the Esri quotation. Thereafter, all prepaid fees are
forfeited.
ARTICLE 10— CONFIDENTIAL INFORMATION
10.1 Except for any personally identified information (PII), any data or information controlled for export under the United
States International Traffic in Arms Regulations (ITAR), or other classified data, Esri or Client may disclose to the other
party certain confidential information under this 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 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.
ARTICLE 11 —FORCE MAJEURE
11.1 If the performance of any obligation under this Agreement 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, threat of or actual terrorist act, cyberattack, or other violence; any law, order, proclamation,
regulation, ordinance, or demand; 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, will be provided a temporary extension for a period of time as
may be reasonably necessary to allow for such delay, prevention, interference, or restriction.
ARTICLE 12— WARRANTY
12.1 Limited Warranty. 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.
12.2 Disclaimer of Warranties. EXCEPT FOR THE LIMITED WARRANTY SET FORTH ABOVE, THE TRAINING
AND TRAINING MATERIALS CONTAINED THEREIN ARE PROVIDED "AS -IS," WITHOUT WARRANTY OF ANY
KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT. ESRI DOES NOT
WARRANT THAT THE TRAINING OR TRAINING MATERIALS WILL MEET CLIENT'S NEEDS OR
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EXPECTATIONS; THAT THE USE OF TRAINING MATERIALS WILL BE UNINTERRUPTED; OR THAT ALL
NONCONFORMITIES, DEFECTS, OR ERRORS CAN OR WILL BE CORRECTED. THE TRAINING DATABASE HAS
BEEN OBTAINED FROM SOURCES BELIEVED TO BE RELIABLE, BUT ITS ACCURACY AND COMPLETENESS,
AND THE OPINIONS BASED THEREON, ARE NOT GUARANTEED. THE TRAINING DATABASE MAY CONTAIN
SOME NONCONFORMITIES, DEFECTS, ERRORS, AND /OR OMISSIONS. ESRI AND ITS LICENSOR(S) DO NOT
WARRANT THAT THE TRAINING DATABASE WILL MEET CLIENT'S NEEDS OR EXPECTATIONS, THAT THE
USE OF THE TRAINING DATABASE WILL BE UNINTERRUPTED, OR THAT ALL NONCONFORMITIES CAN OR
WILL BE CORRECTED. ESRI AND ITS LICENSOR(S) ARE NOT INVITING RELIANCE ON THIS TRAINING
DATABASE, AND CLIENT OR STUDENT SHOULD ALWAYS VERIFY ACTUAL DATA, WHETHER MAP,
SPATIAL, RASTER, TABULAR INFORMATION, AND SO FORTH. THE DATA CONTAINED IN THIS PACKAGE IS
SUBJECT TO CHANGE WITHOUT NOTICE. IN ADDITION TO AND WITHOUT LIMITING THE PRECEDING
PARAGRAPH, ESRI DOES NOT WARRANT IN ANY WAY TRAINING DATA. TRAINING DATA MAY NOT BE
FREE OF NONCONFORMITIES, DEFECTS, ERRORS, OR OMISSIONS; BE AVAILABLE WITHOUT
INTERRUPTION; BE CORRECTED IF ERRORS ARE DISCOVERED; OR MEET CLIENT'S NEEDS OR
EXPECTATIONS. NEITHER CLIENT NOR STUDENT SHOULD RELY ON ANY TRAINING DATA UNLESS
CLIENT HAS VERIFIED TRAINING DATA AGAINST ACTUAL DATA FROM DOCUMENTS OF RECORD, FIELD
MEASUREMENT, OR OBSERVATION.
12.3 Exclusive Remedy. Client's exclusive remedy and Esri's entire liability for breach of the limited warranties set forth in
this Article 12 shall be limited, at Esri's sole discretion, to (i) replacement of any defective Training Materials; (ii) repair,
correction, or a workaround for Training Materials, or (iii) return of the fees paid by Client for Training Material that do not
meet Esri's limited warranty, provided that Client uninstalls, removes, and destroys all copies of the Training Materials; and
executes and delivers evidence of such actions to Esri.
0fts[1L110930 toI1141FIP►[ 13 04K11t31Kfo &W.11130Wa(11FURIMAAlwOLY[7714
13.1 EXCEPT FOR INDEMNITY ASSOCIATED WITH CLIENT SITE TRAINING, IN NO EVENT SHALL ESRI BE
LIABLE TO CLIENT FOR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR TRAINING; LOST PROFITS;
LOST SALES; BUSINESS EXPENDITURES; INVESTMENTS; BUSINESS COMMITMENTS; LOSS OF ANY
GOODWILL; OR ANY INDIRECT, SPECIAL, EXEMPLARY, CONSEQUENTIAL, OR INCIDENTAL DAMAGES
ARISING OUT OF OR RELATED TO THIS AGREEMENT, HOWEVER CAUSED OR UNDER ANY THEORY OF
LIABILITY, EVEN IF ESRI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ESRPS TOTAL
CUMULATIVE LIABILITY HEREUNDER, FROM ALL CAUSES OF ACTION OF ANY KIND, SHALL IN NO EVENT
EXCEED THE AMOUNT ACTUALLY PAID BY CLIENT FOR THE PORTION OF THE TRAINING UNDER THIS
AGREEMENT. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL
PURPOSE OF ANY LIMITED REMEDY.
ARTICLE 14— EXPORT CONTROL REGULATIONS
14.1 Client must comply with all applicable laws and regulations of the United States including, without limitation, its export
control laws. Client expressly acknowledges and agrees not to export, reexport, transfer, or release Esri provided Training
Materials, in whole or in part, to (i) any US embargoed country (including to a resident of any US embargoed country);
(ii) any person or entity on the US Treasury Department's list of Specially Designated Nationals; (iii) any person or entity on
the US Commerce Department's Lists of Parties of Concern; or (iv) any person or entity where such export, reexport, or
provision violates any US export control laws or regulations including, but not limited to, the terms of any export license or
licensing provision and any amendments and supplemental additions to US export taws.
ARTICLE I5 —TAXES
15.1 Training provided is quoted exclusive of all state, local, value- added, or other taxes; customs; or duties or other charges
(other than income taxes payable by Esri). lathe event such taxes or charges become applicable to Esri's training or
deliverables, Client shall pay any such applicable tax upon receipt of written notice that such taxes or charges are due.
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ARTICLE 16—UCC INAPPLICABILITY
16.1 Training provided under this Agreement will not be governed by the Uniform Commercial Code (UCC) and will not be
deemed "goods" within the definition of the UCC.
ARTICLE 17— GOVERNING LAW
17.1 This Agreement is governed by and construed in accordance with the laws of the state in which training is being held or,
in the case of training provided over the Internet, the laws of the State of California, without reference to its conflict of laws
principles.
ARTICLE 18— ENTIRE AGREEMENT
18.1 This Agreement constitutes the sole and entire agreement of the parties as to the subject matter set forth herein and
supersedes any previous agreements, understandings, and arrangements (including any attached purchase order terms and
conditions) between the parties relating to such subject matter. The undersigned hereby acknowledges and represents that
he /she has read and understands this Agreement and has the authority to bind his /her organization to these terms and
conditions. An executed Agreement shall constitute a duplicate if it is transmitted through electronic means, such as fax or
e -mail, and reflect the signing of the document by Client. Duplicates are valid and binding even if an original paper document
bearing Client's original signature is not delivered.
IN WITNESS WI- IEREOF, the parties have caused this Agreement to be executed and effective as of the last date written
below.
(Client)
By:
Authorized Signature
Printed Name:
Title:
Date:
E207
ENVIRONMENTAL SYSTEMS
RESEARCH INSTITUTE, INC.
(Esri)
By:
Authorized Signature
Printed Name:
Title:
Date:
Page 6 of
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Exhibit B
'7�
ENVIRONMENTAL SYSTEMS RESEARCH INSTITUTE, INC.
380 New York Street
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: 0511312015 To: 08/1112015
Quotation # 20469116
Date: May 13, 2015
Customer # 304762 Contract #
City of Santa Ana
Public Works Agency
20 Civic Center Piz
Santa Ana, CA 92701
ATTENTION: Trevor Burgan
PHONE: 714- 647 -5657
FAX: 714 - 245 -8090
Material Qty
Description
Unit Price
Total
126960 50
Esri Training Pass per Day 50 Days or Greater per Year One Year Term
510.00
25,500.00
Item Total:
25,500.00
Subtotal: 25,500.00
Sales Tax: 0.00
Estimated Shipping & Handling(Surface Delivery) : 0.00
Contract Pricing Adjust: 0.00
Total: $25,500.00
This Training Pass will provide 90 days of training for use over a 12 month period
from the order date. These training days may be used for Esri instructor -led
training, Coaching Services and Virtual Campus Annual User Licenses. When
you provide your payment information, the Customer Service Representative will
request that you appoint a Training Pass Administrator. Detailed information
about the Training Pass and Training Pass Administrator duties can be found at
http : / /www.esri.com /trainingpass. If you have any questions, please contact
Diane Wagner (dwagner @esri.com)
Esri may charge a fee to cover expenses related to any customer requirement to use a proprietary vendor management, procurement, or invoice program.
For questions contact: Diane Wagner Email: dwagner(a),esri.com Phone: (909) 793 -2853 x6271
The items on this quotation are subject to the terms set forth herein and the terms of your signed agreement with Esri, if any, or, where applicable, Esri's
standard terms and conditions at www.esri.com /legal, which are incorporated by reference. Federal government entities and government prime
contractors authorized under FAR 51.1 may purchase under the terms of Esri s GSA Federal Supply Schedule. Acceptance is limited to the terms of this
quotation. Esri objects to and expressly rejects any different or additional terms contained in any purchase order, offer, or confirmation sent to or to be
sent by buyer. All terms of this quotation will be incorporated into and become part of any additional agreement regarding Esrrs products and services.
If sending remittance, please address
54630, Los Angeles, Ca 90074 -4630
WAGNERD This offer is limited to the terms anfttf it4on$ irlborporated and attached herein.
ENVIRONMENTAL SYSTEMS RESEARCH INSTITUTE, INC.
380 New York Street
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: 0511312015 To: 08/1112015
Quotation # 20469116
Date: May 13, 2015
Customer # 304762 Contract #
City of Santa Ana
Public Works Agency
20 Civic Center PIZ
Santa Ana, CA 92701
ATTENTION: Trevor Burgan
PHONE: 714- 647 -5657
FAX: 714 - 245 -8090
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
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information is required to complete your request.
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In order to expedite processing, please reference the quotation number and any /all applicable Esri contract numbers) (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
Signature of Authorized Representative Date
Name (Please Print)
Title
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parties or used for any other purpose without consent from Environmental Systems Research Institute, Inc. (Esri).
Any estimated sales anal use tax reflected on this quote has been calculated as of the date of this quotation and is merely provided as a convenience for your organization's budgetary purposes. Esri
reserves the right to adl ust and collect sales and/or use tax at the actual date of invoicing. If your organization is tax exempt or pays state tax directly, then prior to invoicing, your organization must
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questions contact: Diane Wagner Email: dwagnerna esri com Phone: (909) 793 -2853 x6271
The items on this quotation are subject to the terms set forth herein and the terms of your signed agreement with Esri, if any, or, where applicable, Esri's
standard terms and conditions at www.esri.com /legal, which are incorporated by reference. Federal government entities and government prime
contractors authorized under FAR 51.1 may purchase under the terms of Esri's GSA Federal Supply Schedule. Acceptance 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
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If sending remittance, please address to: Esri, File No. 54630, Los Angeles, Ca 90074 4630
WAGNERD This offer is limited to the terms aid 0*11kf6risAcorporated and attached herein.
EXHIBIT C
ADDITIONAL INSURED ENDORSEMENT
FOR COMMERCIAL GENERAL LIABILITY POLICY
Insurance Company
This endorsement modifies such insurance as is afforded by the provisions of Policy #
relating to the following:
1, The City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California
92701; its officers, employees, agents, volunteers and representatives are named as
additional insureds ( "additional insureds ") with regard to liability and defense of suits
arising from the operations and uses performed by or on behalf of the named insured.
2. With respect to claims arising out of the operations and uses performed
by or on behalf of the named insured, such insurance as is afforded by this policy is
primary and is not additional to or contributing with any other insurance carried by or for
the benefit of the additional insureds.
3. This insurance applies separately to each insured against whom claim is
made or suit is brought except with respect to the company's limits of liability. The
inclusion of any person or organization as an insured shall not affect any right which such
person or organization would have as a claimant if not so included.
4. With respect to the additional insureds, this insurance shall not be
cancelled, or materially reduced in coverage or limits except after thirty (30) days written
notice has been given to the City of Santa Ana, 20 Civic Center Plaza, Santa Ana,
California 92701.
(Completion of the following, including countersignature, is required to make this
endorsement effective.)
Effective this endorsement form as a part of
Policy #
Issued to
Named Insured
Countersigned
by
Authorized Representative
254 -13
25A -14