HomeMy WebLinkAboutItem No. 04 Agreement Environmental Systems Inst for GIS Enterprise SoftwareText File
City of Lake Elsinore 130 South Main Street
Lake Elsinore, CA 92530
www.lake-elsinore.org
File Number: ID# 19-459
Agenda Date: 1/28/2020 Status: Approval FinalVersion: 1
File Type: Council Consent
Calendar
In Control: City Council / Successor Agency
Agenda Number: 4)
Page 1 City of Lake Elsinore Printed on 1/23/2020
REPORT TO CITY COUNCIL
To: Honorable Mayor and Members of the City Council
From: Grant Yates, City Manager
Prepared by: Jason Simpson, Assistant City Manager
Date: January 28, 2020
Subject: Three-Year Agreement with Environmental Systems Research Institute (ESRI)
for Geographic Information System (GIS) to an Enterprise Software License
Agreement
Recommendation
Authorize the City Manager to execute the agreement on an unlimited basis including maintenance
for the firm, three-year commitment in the annual amount of $50,500, totaling $151,500.00.
Background and Discussion
The City of Lake Elsinore has been using ArcGIS products from Environmental Systems Research
Institute, Inc. (ESRI) to manage its GIS service needs since 2006. These products consist of desktop
applications, which provide one user with the ability to create, edit and publish maps, as well as
limited, online storage of published content. This enables the City to provide useful, though limited
maps and associated statistical content to its staff and its citizens.
These ArcGIS products require the City to pay an annual maintenance fee of roughly $26,000 dollars
for their continued use. This fee also provides for ten thousand online service credits from ESRI,
which enable the City to publish a limited amount of cloud-based, online content to the ESRI servers.
The cost to create and publish content to the ESRI servers fluctuates, depending on factors such
as the amount and types of the content published. For this reason, it has become difficult to satisfy
the needs of all of the various departments / systems that rely on the published GIS data, making it
advantageous for the City to upgrade its current GIS environment. Licensing new ArcGIS products
from ESRI will enable the city to host its own GIS environment in-house, thus, reducing the need to
rely on ESRI for this hosting service.
Authorized City staff can use these desktop products to produce new content or edit existing maps,
as well as perform statistical analysis on its geodata but all content produced by staff is stored on
ESRI servers. The City pays ESRI in “service credits” to store its content, as well as perform any
sort of statistical analysis against stored content hosted by ESRI in the cloud. ESRI charges ten
cents ($0.10) for each service credit. The City receives ten thousand service credits with its annual
software maintenance renewal. These credits expire at the end of the year if they are not used.
Much of the desired GIS work remains incomplete because staff have been trying to minimize
ESRI License Agreement
January 28, 2020
Page 2 of 2
unexpected, additional charges. This has had a direct impact on the City’s ability to serve timely,
relevant GIS data to the EnerGov land management system and city customers. City staff, along
with GIS consultants, recently met in order to identify all of the GIS options available to the City and
they recommend continuing with the ArcGIS, Small Government Enterprise Option, which would
enable the city to satisfy its immediate GIS needs, as well as to provide for their expected long-term
growth.
In order to facilitate this change, the City will need to restruct ure the manner in which it utilizes the
ArcGIS products. The City should license an Enterprise version of the ArcGIS software, which will
enable the City to host its own GIS environment in-house, on its own servers and in its own network
environment. This will eliminate the need to publish data to the ESRI servers for the City’s everyday
GIS use.
By hosting its own GIS environment, it will enable the City to control its own GIS destiny, fix the
costs for all GIS utilization and provide far more usable content in a timelier manner to its staff and
citizens. The ArcGIS Small Government Enterprise Agreement option includes licensing for an
unlimited number of server instances, along with five hundred user licenses. ArcGIS Online is a
cloud-based repository for any content that needs publishing for wider consumption. It also includes
a host of applications for publishing maps and performing analytical analysis of geodata.
Fiscal Impact
The Information Systems Internal Services Fund has funding available for the $151,500 to
implement this agreement for the three-year period.
Exhibits
A – License Agreement
@esri'
December 31,2019
Jason Simpson
City of Lake Elsinore
130 S Main St
Lake Elsinore, CA 92530-4109
Dear Jason,
The Esri Small Municipal and County Govemment Enterprise Agreement (EA) is a three-year agreement
that will grant your orlanization u...r. to Esri@ term license software on an unlimited basis including
maintenance on all softivare offered through the EA for the term of the agreement. 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 .ytti* (GIS) technolory in many operational and technical areas within
yourtiganiration. For this reason, we believe that your organization will greatly benefit from an
enterprise agreement.
An EA will provide your organization with numerous benefits including:
' A lower cost per unit for licensed software
I Substantially reduced administrative and procurement expenses
r Maintenance on all Esri software deployed under this agreement
. Complete flexibility to deploy software products when and where needed
The following business terms and conditions will apply:
r 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
ugr..n1.ni 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.
r 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 I suppgl:-enlerto 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'
909 793 2853
info@esri.com
380 New York Street
Redlands, Califomia 92373-8 I 00 USA
esri.com
. 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 ofEsri's
Small Municipal and County Govemment EA terms and conditions'
I 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 ofthis 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 PURCIIASE ORDER IS GOVERNED BY THE TERMS AND
CONDITIONS OF'TIIE 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 ofthe 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 e-mail: service@esri'com fax
Attn: Customer Service SG-EA documents to: 909-307-3083
380 New York Street
Redlands, CA 92373-8 I 00
I appreciate the opportunity to present you with this proposal, and I believe it will bring gteat benefits to
your organization.
Thank you very much for your consideration.
Best Regards,
Mike Sumich
Small Govemment EA
@esri lrT::::
Environmental Systems Research lnstitute, lnc.
380 New York St
Redlands, CA 92373-81 00
Phone: (909) 793-2853 Fax: (909) 307-3049
DUNS Number: 06-313-4175 CAGE Gode: 0AMS3
To expedite your order, please attach a copy of
this quotation to your purchase order.
Quote is valid from: 12/31/2019 To: 3/30/2020
Material Qty Term
168179 1 Year 1
Populations of 50,001 to '1 00,000 Small Government Term Enterprise License Agreement
Quotation # Q-404792
Date: December 31, 2019
Customer # 1443 Contract #
City of Lake Elsinore
Administrative Services
130 S Main St
Lake Elsinore, CA 92530-4109
ATTENTION: Jason Simpson
PHONE: (951) 674-3124 x362
EMAIL: jsimpson@lake-elsinore.org
Unit Price Total
$50,000.00 $50,000.00
168179 .t Year 2 $50,000.00 $50,000.00
Populations of 50,001 to '100,000 Small Government Term Enterprise License Agreement
168179 1 Year 3 $50,000'00 $50'000 00
Populations of 50,001 to 100,000 Small Government Term Enterprtse License Agreement
Subtotal: $150,000.00
Sales Tax: $0.00
Estimated Shipping and Handling (2 Day Delivery): $0.00
conttu"tM
Total: $150,000.00
Esri may charge a fee io cover expenses relaled to any customer requirement to use a proprietary vendor management, procurement, or invoice program-
questions contact:
ike Sumich
Email:
msumich@esri.com
Phone:
(909) 793-2853 x1921
The items on this quotation are subject to and governed by the terms of this quotation, the most current product specific scope of use document
found at https:l/assets.esri.com/content/dam/esrisites/media/legal/product-specrficterms-:ef-uEei:e300.pdf , and your applicable signed agreement
with Esri. lf no such ,gr""r"nt "orurr
uny item quoted, then Esri's standard terms and conditions found at htt!s/go-,esri.Q,o-m/M-AP-$ apply to your
purchase of that item. Federal government entities and government prime contractors authorized under FAR 51.1 may purchase under the terms of
Lsri,s GSA Federal Supply Sctiedule. Supplemental terms and conditions found at https:l/www.esri.com/en-us/legal/terms/state-supplemental apply
to some 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
SUMICHM This offer is limited to the terms and conditions incorporated and attached herein.
Esri Use Only:
Cust. Name
Cust. #
PO#
Esri Agreement #
SMIALT ENTHRPKI$E AG Rfi HMH'{T
EOL,hITY AruN MU N I CIP P,LI.{Y GOVERT']MT NT
{E214-3)
This Agreement is by and between the organization identified in the Quotation ("Customer") and Environmental
Systems Research lnstitute, lnc. ("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
&l_ 7ni
4iffi ^}ffi .&. & Bdn I s.-,r1iffiE"l.E&li*mefo"P 6 :o."
\%.# ta* aPI * ta,;,ir..ry
Uncapped Quantities
Desktop Software and Extensions (Single Use)
ArcG lS Desktop Advanced
ArcGlS Desktop Standard
ArcGlS Desktop Basic
ArcGlS Desktop Extensions: ArcGlS 3D Analyst,
ArcGlS Spatial Analyst, ArcGlS Geostatistical
Analyst, ArcGlS Publisher, ArcGlS Network
Analyst, ArcGlS Schematics, ArcGlS Workflow
Manager, ArcGlS Data Reviewer
Enterprise Software and Extensions
ArcGlS Enterprise and WorkgrouP
(Advanced and Standard)
ArcGlS Enterprise Extensions: ArcGlS 3D Analyst,
ArcGlS Spatial Analyst, ArcGlS Geostatistical
Analyst, ArcGlS Network Analyst, ArcGlS
Schematics, ArcGlS Workfl ow Manager
Enterprise Additional Capability Servers
ArcGlS lmage Server
OTHER BENEFITS
* Maintenance is not provided for these items
-*Additional sets of backup media may be purchased for a fee
Developer Tools
ArcGlS Engine
ArcGlS Engine Extensions:ArcGlS 3D Analyst,
ArcGlS Spatial Analyst, ArcGlS Engine Geodatabase
Update, ArcGlS Network Analyst, ArcGlS Schematics
ArcGlS Runtime (Standard)
ArcGlS Runtime Analysis Extension
Limited Quantities
One (1) Professional subscription to ArcGlS
Developer*
Two (2) Esri CityEngine Single Use Licenses
250 ArcGlS Online Viewers
250 ArcGlS Online Creators
37,500 ArcGlS Online Service Credits
250 ArcGlS Enterprise Creators
5 lnsights in ArcGlS EnterPrise
5 lnsights in ArcGlS Online
Number of Esri User Conference registrations provided annually 4
Number of Tier 1 Help Desk individuals authorized to call Esrl 4
Mup media, if requested**2
Self-Paced e-Learninq Uncapped
Five percerrt (5./.) discount on all individual commercially available instructor-led training classes at Esri
facilities purchased outside this Agreemepl (pis66gnt does not apply to Small Enterprise Training Packa9e)
Page 1 of 6 October 10, 201 I
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 lN CUSTOMER'S PURCHASE
ORDER OR OTHER DOCUMENT WILL NOT APPLY, AND THE TERMS OF THIS AGREEMENT W]LL
GOVERN. This Agreement is effective as of the date of Esri's receipt of an Ordering Document, unless othenryise
agreed to by the parties ("Effective Date").
Term of Agreement: Three (3) vears
This Agreement supersedes any previous agreements, proposals, presentations, understandings, and
arrangements between the parties relating tothe licensing of the Products. Exceptas provided in Article4-
Product Updates, no modifications can be made to this Agreement.
Accepted and Agreed:
(Customer)
Authorized Signature
Printed Name:
Title:
Date:
CUSTOMER CONTACT INFORMATION
By:
Contact:
Address:
Country:
Telephone:
Fax:
City, State, Postal Code:E-mail:
Quotation Number (if apPlicable):
Page 2 of 6 October 10,2019
1 .0-AoorroNAL DErtutrtorus
ln addition to the definitions provided in the Master
Agreement, the following deflnitions 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 installthe 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. comlen-us/leqal/terms/fu ll-master-
aqreement 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
acknowled ged master ag reement.
"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-AoorroNAL GRarur 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
Custome/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
Custome/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-TEnrvr, TenrutNnrloN, AND Exptnnrtot't
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-
owned entities, either party may terminate this
Agreement before any subsequent year if
Page 3 of 6 October 10,2019
Customer is unable to secure funding through
the legislative or governing body's approval
process.
3.5 Follow-on Term. lf 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.O-Pnosucr 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.
Custome/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
httos ://su p oort. es ri. com/en/oth er-
resources/product-life-cvcle. 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-MatNTENANcE
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/leqal/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.
Tier 1 Support
1. Customerwill provideTier 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 howto and operational questions
as well as questions on installation and
trou bleshootin g proced u res.
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. lf 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.
Tier 2 Support
Tier 2 Support will log the calls received
from Tier 1 Help Desk.
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.
Tier 2 Support may request that Tier 1 Help
Desk individuals provide verification of
information, additional information, or
answers to additional questions to
supplement any preliminary information
gathering or troubleshooting performed by
Tier 1 Help Desk.
Tier 2 Support will attempt to resolve the
Case submitted by Tier '1 HelP Desk.
a,
b.
1.
2.
1
4.
Page 4 of 6 October 10,2019
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 use(s).
6.0-EuooRSEMENr AND PuBLlclrY
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.S*AonnrNr$TRArrvr Rrou tnemrrurs
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 ofthe annual rePort.
&"0*0nprRtNG, &DMlN,$TRATIvE
FRocrounes, DELtvERY, p,ND
DrpLovMcNr
8.1 Orders, Delivery, and DePloYment
a. Upon the Effective Date, Esriwill invoice
Customer and provide Authorization Codes to
activate the nondestructive copy protection
program that enables Customer to download,
operate, or allow access to the Products. lf this
is a multi-year Agreement, Esri may invoice the
Fee before the annual anniversary date for each
year.
b. Undisputed invoices will be due and payable
within thirty (30) calendar days from the date of
invoice. Esri's federal lD number is 95-2775-732.
c. lf requested, Esriwill ship backup media to the
shipto address identified on the Ordering
Document, FOB Destination, with shipping
charges prepaid. Customer acknowledges that
should sales or use taxes become due as a
result of any shipments of tangible media, Esri
has a right to invoice and Customer will pay any
such sales or use tax associated with the receipt
of tangible media.
*.2 Order Requirements. Esri does not require
Customer to issue a purchase order. Customer
may submit a purchase order in accordance with
its own process requirements, provided that if
Customer issues a purchase order, Customer
will submit its initial purchase order on the
Effective Date. lf this is a multi-year Agreement,
Customer will submit subsequent purchase
orders to Esri at least thirty (30) calendar days
before the annual anniversary date for each
year.
&.. All orders pertaining to this Agreement will be
processed through Customer's centralized point
of contact.
i:. The following information will be included in
each Ordering Document:
(1) Customer name; Esri customer number, if
known; and billto and ship-to addresses
Order number
Applicable annual payment due
3"0*MrnegRs, AcQut$lrl0N$, 0R
NIvESTITURE$
lf 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 lf 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 lf an Ownership Change results in transfer or
sale of a portion of Customer's organization, that
portion of Customer's organization will transfer
(2)
(3)
Page 5 of 6 October 10, 201 9
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. lf 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.
Page 6 of 6 October 10,2019