HomeMy Public PortalAbout2020.08.31 Esri City of McCall Maint - FEStandard Maintenance Agreement
Standard Maintenance Agreement No. 00287228.0
This Standard Maintenance Agreement ("SMA") is between the
customer named below ("Customer") and Environmental
Systems Research Institute, Inc. ("Esri"). Maintenance provided
herein consists of technical support, new version software , self-
paced e-learn in g access , hot fixes , patches , software updates , beta
programs , and /or Esri International User Conference registration , as
more specifically described on the Esri Maintenance and Support
Program web page located at
http://www.esri .com/-/media/Files/Pdfs/legal/pdfs/standard-
maintenance.pdf. Products that are eligible for maintenance can be
found at http :llwww.esri.com/software/maintenance/benefits
("Qualifying Products"). Maintenance is provided subject to the
terms and conditions of Customer's signed Esri license agreement,
if any , or the license agreement found at
http :l/www.esri.com/legal/software-license (as applicable , the
"License Agreement"}, wh ich is incorporated by reference .
ARTICLE 1-TERM, TERMINATION , AND FEE
The initial term of this SMA will beg in on September 5 , 2020 and will
continue for twelve (12) consecutive months at the rate of fee (s) as
noted in the applicable Esri quotation . Thereafter, Customer may
continue annual maintenance at the then-current fee amount.
Either party may terminate this SMA by giving the other party
thirty (30) days' notice prior to the end of the maintenance term .
Ordering documents must include the following statement: "This
order is subject to the terms and conditions of SMA
#00287228.0. All other terms and conditions are null and void."
ARTICLE 2-WARRANTY, DISCLAIMER, REMEDY , AND
LIMITATION OF LIABILITY
2.1 Warranty and Disclaimer. All technical support provided
pursuant to th is SMA shall be performed in a professional and
workmanlike manner. Esri will use commercially reasonable efforts
to provide corrections to a technical issue or provide a workaround ,
but Esri cannot guarantee that all technical issues can be fixed or
resolved .
2.2 General Disclaimer. EXCEPT FOR THE ABOVE EXPRESS
LIMITED WARRANTY, ESRI DISCLAIMS ALL OTHER
WARRANTIES OF ANY KIND , EITHER EXPRESS OR IMPLIED ,
INCLUDING , BUT NOT LIMITED TO , THE IMPLIED WARRANTIES
OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE , NONINTERFERENCE , SYSTEM INTEGRATION , AND
NONINFRINGEMENT. ESRI DOES NOT WARRANT AND
DISCLAIMS THAT MAINTENANCE OR ANY SERVICES
PROVIDED HEREUNDER WILL MEET CUSTOMER'S NEEDS ;
THAT CUSTOMER'S OPERATION WILL BE UNINTERRUPTED ,
ERROR FREE , FAULT TOLERANT, OR FAIL-SAFE ; OR THAT
ALL NONCONFORMITIES CAN OR WILL BE CORRECTED.
2.3 Remedy . If Esri fails to fulfill its obligations under this SMA,
Customer's sole and exclusive remedy is the right to terminate this
SMA immediately for affected Qualifying Products .
2.4 Limitation of Liability. IN NO EVENT SHALL ESRI BE LIABLE
TO CUSTOMER FOR COSTS OF PROCUREMENT OF
SUBSTITUTE GOODS OR SERVICES ; LOST PROFITS ; LOST
SALES OR BUSINESS EXPENDITURES ; INVESTMENTS ;
e sr i· I
THE
SCIENCE
OF
WHERE '
COMMITMENTS IN CONNECTION WITH ANY BUSINESS ; LOSS
OF ANY GOODWILL; OR FOR ANY INDIRECT, SPECIAL ,
INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING OUT
OF OR RELATED TO THIS STANDARD MAINTENANCE
AGREEMENT OR USE OF QUALIFYING PRODUCTS , HOWEVER
CAUSED , ON ANY THEORY OF LIABILITY, AND WHETHER OR
NOT ESRI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGE . THESE LIMITATIONS SHALL APPLY
NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE
OF ANY LIMITED REMEDY.
ARTICLE 3-APPLICABLE LAWS
This SMA is governed by and construed in accordance with the laws
of the state identified in the License Agreement without reference to
conflict-of-laws principles , except that US federal law shall govern
in matters of intellectual property.
ARTICLE 4-ENTIRE AGREEMENT
This SMA 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 between
the parties relating to such subject matter. Any modification(s) or
amendment(s) to this SMA must be in writing and signed by an
authorized representative of each party.
IN WITNESS WHEREOF , the parties have caused this SMA to be
executed and effective as of the last date written below .
CITY OF MCCALL
Printed Name : Robert S Giles
Title : Mayor
Date : August 27, 2020
ENVIRONMENTAL SYSTEMS RESEARCH INSTITUTE , INC .
(Esri)
By: __________________ ~
Authorized Signature
Printed Name :------------------
T itle :---------------------
Date : ____________________ _
G060 Page 1 of 1 August 11 , 2016
Chris Johnson
9/14/20
Manager, Commercial & Governmant Contracts