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Home My WebLink About21-0428 Environmental Systems April 28, 2021 Agenda Bid Item: #7 —Purchase Agreement with Environmental Systems Research Institute, Inc. for the purchase of Geographic Information System Software Support ($20,803) PURCHASE AGREEMENT THIS AGREEMENT is hereby made and entered into this 28th day of April , 2021, by and between the City of Elgin, Illinois, a municipal corporation(hereinafter referred to as "City" or "Customer") and Environmental Systems Research Institute, Inc., a California corporation, (hereinafter referred to as "ESRI" or"Seller"). NOW, THEREFORE, for and in consideration of the mutual promises and covenants contained herein, the sufficiency of which is hereby mutually acknowledged, the parties hereto hereby agree as follows: 1. PURCHASE. City shall purchase, and ESRI shall sell the goods and/or services described by Attachment A, attached hereto and made a part hereof. 2. TERMS. This agreement shall be subject to the price, terms and conditions contained herein; as provided by Attachment A; and as provided by License Agreement (E204) No. 304523, as found in State of Illinois Contract CMT1018633 (originally CMS7972640) (hereinafter referred to as the "JPA") / ESRI Master Purchase Agreement No. 00235721.0, dated September 19, 2016, incorporated herein by reference. 3. CONFLICT. In the event of any conflict between any of the terms and provisions of this agreement and either Attachment A or the JPA, or any portion thereof, the terms and provisions of this agreement shall supersede and control. In the event of a conflict between Attachment A and the JPA, Attachment A shall supersede and control. 4. LAW/VENUE. This agreement is subject to and governed by the laws of the State of Illinois. Venue for the resolution of any disputes or the enforcement of any rights arising out of or in connection with this agreement shall be the Circuit Court of Kane County, Illinois. ESRI hereby irrevocably consents to the jurisdiction of the Circuit Court of Kane County, Illinois for the enforcement of any rights, the resolution of any disputes and/or for the purposes of any lawsuit brought pursuant to this agreement or the subject matter hereof; and ESRI agrees that service by first class U.S. mail to Illinois Corporation Service, 801 Adlai Stevenson Drive, Springfield, Illinois 62703 shall constitute effective service. Both parties hereto waive any rights to a jury. 5. NO MODIFICATION. There shall be no modification of this agreement, except in writing and executed with the same formalities as the original. 6. MERGER. This agreement embodies the whole agreement of the parties. There are no promises, terms, conditions or obligations other than those contained herein, and this agreement shall supersede all previous communications, representations or agreements, either verbal, written or implied between the parties hereto. 7. INTEREST. ESRI hereby waives any and all claims or rights to interest on money claimed to be due pursuant to this agreement, and waives any and all such rights to interest to which it may otherwise be entitled pursuant to law, including, but not limited to, pursuant to the Local Government Prompt Payment Act (50 ILCS 50511, et seq.), as amended, or the Illinois Interest Act (815 ILCS 205/1, et seq.), as amended. The provisions of this paragraph shall survive any expiration, completion and/or termination of this agreement. The parties do not contemplate the purchase of ESRI Services pursuant to this agreement. 8. SEVERABILITY. The terms of this agreement shall be severable. In the event any of the terms or the provisions of this agreement are deemed to be void or otherwise unenforceable for any reason, the remainder of this agreement shall remain in full force and effect. 9. COMPLIANCE WITH LAW. Notwithstanding any other provision of this agreement, it is expressly agreed and understood that in connection with the performance of this agreement, ESRI shall comply with all applicable federal, state, city and other requirements of law, including, but not limited to, any applicable requirements regarding prevailing wages, minimum wage, workplace safety and legal status of employees. 10. EXECUTION. This agreement may be executed in counterparts, each of which shall be an original and all of which shall constitute one and the same agreement. For the purposes of executing this agreement, any signed copy of this agreement transmitted by fax machine or e-mail shall be treated in all manners and respects as an original document. The signature of any party on a copy of this agreement transmitted by fax machine or e-mail shall be considered for these purposes as an original signature and shall have the same legal effect as an original signature. Any such faxed or e-mailed copy of this agreement shall be considered to have the same binding legal effect as an original document. At the request of either party any fax or e-mail copy of this agreement shall be re-executed by the parties in an original form. No party to this agreement shall raise the use of fax machine or e-mail as a defense to this agreement and shall forever waive such defense. 11. PAYMENT. City shall pay to ESRI the total sum of$20,802.84 within thirty (30) days of delivery or city's receipt of invoice, whichever is later. The aforementioned total sum is inclusive of all applicable taxes. 12. DELIVERY. ESRI shall complete delivery of all goods on or before June 6, 2021. 13. RELATIONSHIP BETWEEN THE PARTIES. This Agreement shall not be construed so as to create a joint venture, partnership, employment or other agency relationship between the parties hereto. ' 14. WAIVER. Neither party hereto shall be responsible for any consequential, indirect, punitive or incidental damages for any reason whatsoever. Any delay or failure to enforce any rights by either party arising out of or pursuant to this Agreement shall not constitute, and shall not be construed as, a waiver of any such rights. 15. NO OTHER AGREEMENTS. This Agreement is the only agreement between the parties hereto regarding the subject matter hereof. There are no other agreements, either oral, written or implied, between the parties hereto regarding the subject matter hereof. This Agreement may only be altered or modified by written instrument signed by both parties. 16. FREEDOM OF INFORMATION ACT. Notwithstanding anything to the contrary herein, or any attachment hereto, the City's good faith compliance with the provisions of the Illinois Freedom of Information Act (5 ILCS 140/1, et seq.) shall not be construed as, and shall not constitute breach of this Agreement. 2 The person signing this Agreement certifies that s/he has been authorized by the Seller to commit the Seller contractually and has been authorized to execute this Agreement on its behalf. IN WITNESS WHEREOF, the parties have hereto set their hands the day and year first above written. ENVIRONMENTAL SYSTEMS RESEARCH INSTITUTE, INC. CIT IN Timothy Brazeal 000�96 Print Name Richard G. Kozal, City anager Timothy Braz al(Apr 21,202112:08 PDT) Attest: Signature Manager,Commercial and Government Contracts Title ity Clerk FALegal Dept\Agreement\Environmental Systems Research Inst-Purchase Agr 4-5-21.docx 3 ATTACHMENT A • Esri Inc esn 380 New York St Redlands CA 92373-8118 Subject: Renewal Quotation Date: 03/09/2021 To: Brendan Brooks Organization: City of Elgin Information Technology Services Fax#: 847-931-5622 Phone#: 847-931-5644 From: Shannon Robertson Fax#: 909-307-3083 Phone#: 888-377-4575 Ext. 1533 Email: SROBERTSON@ESRI.COM Number of pages transmitted Quotation#26009596 (including this cover sheet): 5 Document Date: 03/07/2021 Please find the attached quotation for your forthcoming term. Keeping your term current may entitle you to exclusive benefits, and if you choose to discontinue your coverage, you will become ineligible for these valuable benefits and services. If your quote is regarding software maintenance renewal, visit the following website for details regarding the maintenance program benefits at your licensing level http://www. esri.com/apps/products/maintenance/qualifying.cfm All maintenance fees from the date of discontinuation will be due and payable if you decide to reactivate your coverage at a later date. Please note: Certain programs and license types may have varying benefits. Complimentary User Conference registrations, software support, and software and data updates are not included in all programs. Customers who have multiple copies of certain Esri licenses may have the option of supporting some of their licenses with secondary maintenance. For information about the terms of use for Esri products as well as purchase order terms and conditions, please visit http://www. esri.com/legal/licensing/software-license.htmi If you have any questions or need additional information, please contact Customer Service at 888-377-4575 option 5. • 380 New York St Redlands,CA 92373-8118 Quotation esri Phone:888-377-45751533 Fax#:909-307-3083 Date: 03/07/2021 Quotation Number: 26009596 Contract Number: 00235721.10 Send Purchase Orders To: Environmental Systems Research Institute, Inc. 380 New York Street Redlands, CA 92373-8100 Attn: Shannon Robertson City of Elgin Please include the following remittance address Information Technology Services on your Purchase Order: 150 Dexter Ct Environmental Systems Research Institute, Inc. Elgin IL 60120-5527 P.O. Box 741076 Attn: Brendan Brooks Los Angeles, CA 90074-1076 Customer Number: 18423 For questions regarding this document, please contact Customer Service at 888-377-4575. Item Qty Material# Unit Price Extended Price 10 1 86497 1,500.00 1,500.00 ArcGIS Desktop Standard Concurrent Use Primary Maintenance Start Date: 06/06/2021 End Date: 06/05/2022 1010 7 86500 1,200.00 8,400.00 ArcGIS Desktop Standard Concurrent Use Secondary Maintenance Start Date: 06/06/2021 End Date: 06/05/2022 2010 1 87232 500.00 500.00 ArcGIS Spatial Analyst for Desktop Concurrent Use Primary Maintenance Start Date: 06/06/2021 End Date: 06/05/2022 3010 1 93094 1,000.00 1,000.00 ArcGIS Desktop Basic with Extensions Single Use Primary Maintenance Start Date: 06/06/2021 End Date: 06/05/2022 4010 1 157023 1,759.00 1,759.00 Quotation is valid for 90 days from document date. Any estimated sales and/or use tax 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 adjust and collect sales and/or use tax at the actual date of invoicing. If your organization is tax exempt or pays state taxes directly,then prior to invoicing,your organization must provide Esri with a copy of a current tax exemption certificate issued by your state's taxing authority 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. Issued By: Shannon Robertson Ext: 1533 [CSBATCHDOM] To expedite your order, please reference your customer number and this quotation number on your purchase order. 380 New York St . esnRedlands, CA 92373-8118 Quotation ®Phone: 888-377-45751533 Page 2 00 Fax#:909-307-3083 Date: 03/07/2021 Quotation Number:26009596 Contract Number: 00235721.10 Item Qty Material# Unit Price Extended Price ArcGIS Developer Professional Annual Subscription Start Date: 06/06/2021 End Date: 06/05/2022 5010 1 161328 5,000.00 5,000.00 ArcGIS Enterprise Standard Up to'Four Cores Maintenance Start Date: 06/06/2021 End Date: 06/05/2022 6010 1 161328 2,643.84 2,643.84 ArcGIS Enterprise Standard Up to Four Cores Maintenance Start Date: 11/25/2021 End Date: 06/05/2022 Item Subtotal 20,802.84 Estimated Tax 0.00 Total USD 20,802.84 DUNS/CEC: 06-313-4175 CAGE: OAMS3 Licensing and use of Esri Products in this Quotation No.26009596 is governed by License Agreement(E204) No. 304523,as found in State of Illinois Contract CMT1018633(originally CMS7972640)/Esri Master Purchase Agreement No.304522, dated September 19, 2016. This quote is inclusive of all taxes. The City of Elgin is a tax-exempt governmental body. 7, Timothy Braz al(Apr 21,202112:08 PDT) [CSBATCHDOM] 380 New York St Redlands, CA 92373-8118 Quotation Al esrPhone:888-377-45751533 Page 3 Fax#:909-307-3083 Date: 03/07/2021 Quotation Number: 26009596 Contract Number: 00235721.10 Item Qty Material# Unit Price Extended Price Renewal Options: • Online: Renew through My Esri site at https://my.esri.com • Credit Card • Purchase Order • Email Authorization • Email or Fax: Email Authorization, Purchase Order or signed quote to: • Fax: 909-307-3083 • Email: service@esri.com Requests via email or signed quote indicate that you are authorized to obligate funds for your organization and your organization does not require a purchase order. If there are any changes required to your quotation please respond to this email and indicate any changes in your invoice authorization. If you choose to discontinue your support, you will become ineligible for support benefits and services. All maintenance fees from the date of discontinuation will be due and payable if you decide to reactivate your support coverage at a later date. 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 http://assets.esri.com/content/dam/esrisites/media/legal/ prod u ct-specif ic-term s-of-u se/e3 0 0.pdf, and your applicable signed agreement with Esri. aL TB In order to expedite processing, please reference the quotation number and any/all applicable Esri contract number(s) (e.g. MPA, EtA, Smart Buy GSA, BPA) on your ordering document. [CSBATCHDOM] 380 New York St , ®Redlands, CA 92373-8118 Quotation esn Phone: 888-377-45751533 Page 4 s Fax#:909-307-3083 Date: 03/07/2021 Quotation No: 26009596 Customer No: 18423 Contract No: 00235721.10 Item Qty Material# Unit Price Extended Price US FEDERAL CUSTOMERS: If you are a federal customer or a contractor purchasing on behalf of a federal customer a purchase order is required to receive an invoice. Please email the purchase order to service@esri.com By signing below, you are authorizing Esri to issue a software support invoice in the amount of USD $20,802.84 plus sales tax, if applicable. Please check one of the following: I agree to pay any applicable sales tax. X I am tax exempt. Please contact me if Esri does not have my current exempt information on file. Signature of Authorized Representative Date Name(Please Print) Title ICSBATCHDOMI