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ARTICLE 5—ORDERING,ADMINISTRATIVE PROCEDURES,DELIVERY,AND DEPLOYMENT REPORT 5 1 Purchase Orders,Invoicing,Delivery,and Deployment a Esri does not require City to issue purchase orders and will invoice City upon the Effective Date of the EA and annually thereafter in accordance with the fee schedule set forth in this EA City may submit purchase orders in accordance with its own process requirements If City issues purchase orders,then City will submit its initial purchase order upon execution of this EA and any subsequent purchase order at least thirty(30)days before the anniversary date Invoices will be due and payable within thirty(30)days of invoice b Any purchase orders that City issues will reference, incorporate and be subject to the terms and conditions of this EA Additional or conflicting terms in any purchase orders invoices or other documents exchanged during the ordering process,other than the terms of this EA,Product or Service descriptions,quantities,pacing,and delivery instructions, are void and of no effect City will process all orders and deliveries pertaining to this EA through City's centralized point of contact c City will include the following information in each purchase order (1) Esri City number,the ship-to address,and bill to address as identified in Appendix D (2) Purchase order number (3) Applicable annual payment due and name of City (4) On the face of the purchase order,the following panted statement "Governed by and subject to Enterprise Agreement No 318648 " d Esri will provide Authorization Codes to activate the nondestructive copy protection program that enables City to download,operate,or allow access to the EA Products listed in Appendix A e Delivery of updates/new versions of EA Products will be made in the same manner If requested by City Esri will deliver a limited number of sets of backup media as provided in Appendix B to the ship-to address identified in Appendix D--EA Points of Contact,FOB destination with shipping charges prepaid City may purchase additional backup media sets at the paces in effect at the time of purchase Delivery or receipt of tangible media could cause prior and future license fees to be subject to taxes Esri may invoice for and City agrees to pay any such sales or use tax associated with receipt of tangible media f City shall track the Deployment status of EA Products 5 2 Annual Report of Deployments At each anniversary date and ninety(90)days prior to the expiration date of this EA, City shall provide a written report, as set forth in Appendix C,to Esri detailing all Deployments made The report will be subject to audit by an authorized representative of Esri 5 3 Esri User Conference Registration Esri shall provide Esri User Conference registrations to City annually during the term of this EA in the quantities set forth in Appendix B City is responsible for distributing the registrations Third parties may not represent or attend on behalf of City or Eligible Agencies at any Esri User Conference ARTICLE 6--POINTS OF CONTACT,NOTICES 6 1 Points of Contact In Appendix D,each party shall identify points of contact for administrative and technical issues 6.2 Legal Notices Except as otherwise set forth in this EA,any notice report demand,or other communication will be made in writing in English,sent by courier registered or certified airmail,or facsimile or other electronic transmission, and confirmed when sent by courier or by registered or certified airmail,properly addressed to the appropriate party at the address set forth below,until changed by notice in writing by either party hereto If sent by courier or airmail,notice will be effective upon the earlier of confirmed receipt or seven(7)days from the date of deposit with the courier service or post office If sent by electronic transmission,notice will be effective one(1)business day from the date of transmission,provided confirmation of receipt is made Notices will be given at the following addresses To Esri To City 380 New York Street as listed in Appendix D Redlands,CA 92373 8100 Attn Manager,Contracts and Legal Fax 909-307-3020 E5 t 2G Page 4 of 11 02/28/2017 1 Icaldjm\Agreements174_ESRI ELA 2017 dacx