HomeMy WebLinkAboutContracts & Agreements_62-2017 Enterprise Agreement No.318648
This Enterprise Agreement,including the documents listed below("EA"),is between the City of Redlands("City"),with its
main offices located at 35 Calori Street,Redlands,California 92373,and Environmental Systems Research Institute,Inc
("Esri"), is made and entered into this 4'day of April,2617 with an Effective Date of May 3,2017 This EA provides for
the licensing and Deployment of certain EA Products, delivery of EA Maintenance,and provision of Esri User Conference
registrations and any additional services as specified herein
This EA is composed of the following documents,which are incorporated herein by reference
I Enterprise Agreement signature page(s)
2 Enterprise License Terms and Conditions,including
■ Appendix A—Products and Deployment Schedule
■ Appendix B—EA Fee Schedule
■ Appendix C—City Annual Deployment Report
■ Appendix D—EA Points of Contact
■ Appendix E Tier 1 Help Desk Authorized Individuals
3 License Agreement
The parties acknowledge that they have read and understand this EA and agree to be bound by the terms and conditions
contained herein
This EA constitutes the sole and entire agreement of the parties as to the subject matter set forth herein and supersedes any
previous agreements,proposals,presentations,understandings,and arrangements between the parties relating to such subject
matter Any modifications or amendments to this EA must be in writing and signed by an authorized representative of each
party
ACCEPTED AND AGREED
ENVIRONMENTAL SYSTEMS
CITY OF REDLANDS RESEARC - TIT ,INC
(City) [ �� _ (Esri) /���
By- C �h� _ BY �-y"
Paul W Foster,Mayor
Printed Name
ATTEST Chris..Johnson
Mater,C,ximrml&Govamm [Gonad
� t�
Title
l son, ity
E512G Page l of 11 02/28/2017
1.1ca1dlmlAgreements174 ESRI ELA 2017.docx
ENTERPRISE AGREEMENT TERMS AND CONDITIONS
ARTICLE 1—DEFINITIONS
All definitions in other parts of the EA will have the same meaning in this Enterprise Agreement Terms and Conditions In
addition,the following definitions apply to the EA
■ "Case(s)" means a failure of Products to operate according to the Documentation where such failure substantially
impacts operational or functional performance
■ "City(s)"means City For avoidance of doubt,the definition of City will not include consultants or contractors
City(s)must not include persons or entities ineligible to receive or have access to Esri products or services by
operation of law,including US export control laws,decrees,orders,rules,regulations,policies,riders,conditions,or
provisos
■ "Deploy," "Deployment,"or"Deployed" means to redistribute,or the redistribution of,the EA Products(and their
related keycodes/registration files),or their having been redistributed,by City during the term of this EA for
installation and use by City
■ "EA Fee means the fee set forth in Appendix B—EA Fee Schedule
• EA Maintenance"means Tier 2 Support,updates,and patches provided by Esri for EA Products
■ "EA Products" means the Products identified in Tables A I and A-2 of Appendix A—Products and Deployment
Schedule EA Products do not include unit priced item(s)or Esri technology that may be embedded in third-party
products purchased by City
■ "Effective Date"means the date the EA commences and the start date for all licenses,regardless of when an
Ordering Document is provided by City
■ "License Agreement"means the applicable master agreement incorporated by this reference that is(i)found at
litto I/www esn com/legal/software-license and available in the installation process requiring acceptance by
electronic acknowledgment,or(n)a signed license agreement between Esri and City that supersedes such
electronically acknowledged license agreement
■ "Technical Support" means a process to attempt to resolve reported Case(s)through error correction,patches,hot
fixes,and workarounds,replacement deliveries,or any other type of Product corrections or modifications specified
in the most current applicable Esri Maintenance and Support Program
• "Tier I Help Desk" means City's point of contact from which all Tier 1 Support will be given to City
It 'Tier I Support"means the Technical Support provided by the Tier 1 Help Desk as the primary contact to City in
the attempted resolution of reported Case(s)
it "Tier 2 Support"means the Technical Support provided by Esri to the Tier I Help Desk when a Case cannot be
resolved through Tier 1 Support
ARTICLE 2---GRANT OF LICENSE
2.1 Grant of License During the term of this EA City's use of the EA Products is subject to the License Agreement and any
additional terms set forth in this EA
2 2 Beta License Beta licenses are not available under this EA as EA Products
2 3 Consultant Access Esri grants City the right to permit City's consultants or contractors to use the EA Products
exclusively for City's benefit City shall be solely responsible for compliance by consultants and contractors with this License
Agreement and shall ensure that the consultant or contractor discontinues use of EA Products upon completion of work for
City Access to or use of EA Products by consultants or contractors not exclusively for City's benefit is prohibited City may
not permit its consultants or contractors to install EA Products on consultant,contractor,or third-party computers or remove
EA Products from City locations except for the purpose of hosting the EA Products on contractor servers for the benefit of
City Consultant or contractors must not include persons or entities ineligible to receive or have access to Esri products or
services by operation of law, including US export control laws,decrees,orders,rules,regulations, policies,riders,conditions,
or provisos
2 4 Reserved
E512G Page 2 of 11 02/29/2017
1 IcaldjmlAgreements174_ESR1 ELA 2017 docs
2 S Term License Esri grants City a Term License to EA Products City is only authorized to use EA Products during the
term of this EA
ARTICLE 3—SCOPE OF USE
3 1 Additional Permitted Uses For the term of the EA,City may copy and Deploy the EA Products to Crtys up to the
quantities of licenses granted in Appendix A No other City has a right to copy(except as permitted in the License
Agreement)or Deploy the EA Products City may transfer,redistribute,or Deploy the EA Products within the continental
United States, Hawaii,Alaska,and US territories,excluding Puerto Rico and the US Virgin Islands
3 2 Uses Not Permitted
a City shall not use the EA Products outside the United States or its territories or possessions without the prior written
permission of Esri and agreement on additional fees, if any Any such export will be subject to US Export Control
Regulation requirements of the License Agreement
b City shall not transfer redistribute or assign EA Products to any third party without the prior written permission of Esrl
ARTICLE 4—MAINTENANCE
4 1 EA Maintenance EA Maintenance is included in the EA Fee EA Products will receive EA Maintenance,provided that
standard maintenance is available for each item EA Maintenance includes benefits specified in the most current applicable
Esri Maintenance and Support Program document(found at www esri coni/lea.al)as modified by this Section 4 1
a Tier I Support Provided by City
(1) The Tier 1 Help Desk will provide Tier 1 Support to all Crtys
(2) The Tier I Help Desk will use analysts fully trained in the Products they are supporting
(3) At a minimum Tier 1 Support will include those activities that assist the user in resolving how to and
operational questions as well as questions on installation and troubleshooting procedures
(4) Tier I Support analysts will be the initial points of contact for all questions and Case(s) Tier l Support analysts
shall obtain a full description of each reported Case and the system configuration from City This may include
obtaining any customizations,code samples,or data involved in the Case The analyst may also use any other
information and databases that may be developed to satisfactorily resolve Case(s)
(5) If the Tier I Help Desk cannot resolve a Case,an authorized Tier 1 Help Desk individual may contact Esri for
Tier 2 Support The Tier 1 Help Desk shall provide support in such a way as to minimize repeat calls and make
solutions available to City
(6) City may assign named Tier I Help Desk individuals up to the quantity listed in Appendix B These individuals
will be identified in Appendix E and will be the only individuals(callers)authorized to contact Esri directly for
Tier 2 Support
b Tier 2 Support Provided by Esri
(1) Esri shall log the calls received from Tier 1 Help Desk individuals
(2) Esri shall review all information collected by and received from Tier 1 Help Desk individuals including
preliminary documented troubleshooting provided by the Tier I Help Desk when Tier 2 Support is required
(3) Esri may request that Tier I 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 I Help Desk
(4) Esri shall attempt to resolve Case(s)submitted by Tier 1 Help Desk by assisting the Tier I Help Desk
individuals and not City
(5) When a Case is resolved,Esri shall communicate the information to the Tier 1 Help Desk individuals and the
Tier 1 Help Desk shall disseminate the resolution to City
(6) Esri may,at its sole discretion,make patches,hot fixes,or updates available for downloading from Esn's
website or, if requested deliver them on media
E512G Page 3 of It 02/2812017
11ca1djmlAgreements174_ESC21 ELA 2017 doex
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
Email leaalnoticesnwesri com
ARTICLE 7—TERM,TERMINATION,AND EXPIRATION
7 1 Term The term of the EA will commence on the Effective Date and be for the period listed in Appendix B unless this
EA is terminated earlier as provided herein
7 2 Termination for a Material Breach, Convenience Esri may terminate this EA for a material breach by City City will
be given a period of thirty(30)days from date of written notice to cure any material breach Upon termination of this EA by
Esri for a material breach by City all licenses Deployed will also terminate and the full amount of unpaid EA Fees will be
due and payable by City within thirty(30)days from the date of termination City shall uninstall,remove,and destroy all EA
Products,training materials,and any whole or partial copies,modifications,or merged portions in any form City shall
deliver evidence of such destruction to Esri(e g,certification letter) Other items that may be included in this EA----such as
EEAP,Esri Virtual Campus annual user license,access codes,Virtual Campus dollar credits,and Esri User Conference
registrations—will also terminate if this EA is terminated This EA may not be terminated for convenience
7 3 Reserved
7 4 License Term and Use upon Expiration of EA Term.Upon termination or expiration,all licenses granted hereunder
terminate as well City will(i)stop accessing and using affected EA Product(s),(n)clear any client-side data cache derived
from Online Services,and(in)uninstall,remove,and destroy all copies of affected EA Product(s)in City's possession or
control,including any modified or merged portions thereof,in any form,and execute and deliver evidence of such actions to
Esri
ARTICLE 8--CONFIDENTIALITY
S 1 Esri Confidential Information Subject to regulations covering open/public records,certain terms and conditions of this
EA are confidential and proprietary information of Esri Except as provided herein,City shall not publish or disclose the EA
(or contents)to any third party without Esn's prior written consent Disclosure may be made only to those City employees,
contractors,or consultants of City(e g,outside counsel or accountants)who have a need to know to perform their duties or
work on behalf of City and have an obligation of confidentiality No other portions of the EA may be disclosed to a
contractor or consultant To the extent that any such disclosures may be required by law(such as an open/public records
request),City shall inform Esri of the requested disclosure,with a reasonable description of the requested disclosure and
identification of the requester, in sufficient time for Esri to assert any objection Esri may have to such disclosure with the
appropriate administrative orjudicial body
ARTICLE 9—RELATIONSHIP OF THE PARTIES
The EA does not constitute a partnership,point venture,or agency between Esri and City Neither Esri nor City will hold
itself out as such,nor shall Esri or City be bound or become liable because of any representation,action,or omission of the
other
ARTICLE 10—FORCE MA.IEURE
If the performance of any obligation under this EA 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,cyber attack,or other violence,any law,order,proclamation,
regulation ordinance demand,or requirement of any government agency,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 11—GIS STANDARD
City shall officially name Esri as its GIS standard and act as a reference for other Esri Citys and potential Citys as long as the
EA remains in effect This EA will not be construed or interpreted as an exclusive dealings agreement,and City reserves the
right to purchase from third parties any of their requirements for GIS software or related services
E512G Page 5 of 11 0212$!2017
I 1ca1djmlAgreements174_ESRI ELA 2017 docx
City agrees that Esri may publicize the existence of the EA
ARTICLE 12—ADMINISTRATIVE REQUIREMENTS
12 1 Esri Partner Original Equipment Manufacturer(OEM)Bundled or Embedded Items/Services Certain Esri
partners are authorized to either embed limited portions of Esri technology or bundle Esri products or services with the
partner's application or service under Esn's OEM or Solution OEM programs Partner pricing and product bundling is
independent of this EA,and each partner markets under its own business model and pricing City shall not be entitled to or
seek any discount from the OEM partner or Esri,directly or indirectly,as a result of or based on the availability of such
Products as EA Products under this EA City shall not be entitled to or seek to decouple Esn's technology or
products/services from the partner's bundle or solution In addition,such Products or any component thereof included in the
OEM software program or product,will be licensed through the license agreement provided by the OEM partner and not
through this EA
12.2 EA Products—Limited Quantity or Unit-Priced Items.Esri reserves the right to exclude new Products from
uncapped Deployment New Products may contain or be developed with(i)newly acquired technology obtained through a
significant investment or(u)third-party intellectual property that requires a unit-based royalty fee or prohibits Deployment
under a site or enterprise license Such items can be made available to City on a limited-quantity basis or as unit-priced items
12.3 Obsolescence.During the term of this EA, some of the items listed in Appendix A may become obsolete,will no longer
be commercially offered,or may no longer be available for Deployment City may continue to use EA Products that have
been Deployed,but support and upgrades for older items may not be available.EA Maintenance and maintenance and
availability of EA Products identified in Appendix A will be subject to each item's Product Life Cycle Support Status,which
can be found at http.//sum)ort.esrl com/en/content/nrodtictlifeeveles by selecting the product type and clicking the Product
Life Cycle link for specific product plans Esri's Product Life Cycle Support Policy,available at
http//heln areeis com/en/shared/product-Iife-cycle/ProductLlfeCvc le ndf covers the support phases and overall support
plans
ARTICLE 13—GENERAL PROVISIONS
13 1 If there is a conflict among any of the terms and conditions in the various documents,the order of descending
precedence will be as follows (1)Signature Page,(2)Enterprise License Terms and Conditions,(3)License Agreement If
City subscribes to the Esri Enterprise Advantage Program(EEAP),the EEAP terms and conditions take precedence over the
provisions of this EA with respect to products or services provided under EEAP Except as otherwise expressly provided
herein,any amendment or Addendum to this EA must be in writing and signed by an authorized representative of each party
13.2 Survival of Certain EA Clauses.The provisions of Sections 2 4 and 7 4 and Article 8 of this Enterprise License Terms
and Conditions document will survive the expiration or termination of this EA
E512G Page 6 of 11 02/28/2017
tAcaldjmlAgreements174 SSRI ELA 2017 doex
APPENDIX A
PRODUCTS AND DEPLOYMENT SCHEDULE
City may Deploy the EA Products up to the total quantity of licenses indicated below to City during the term of this EA
Table A-I
EA Products—Uncapped Quintities
-- - - Total Qty.to Be
Product Deployed
ArcGIS Desktop Advanced Standard Basic(single use) Uncapped
ArcGIS Desktop extensions ArcGIS 3D Analyst,ArcGIS Data Reviewer,ArcGIS Geostatistical Uncapped
Analyst,ArcGIS Network Analyst,ArcGIS Publisher,AreGIS Schematics,AreGIS Spatial Analyst,
and ArcGIS Workflow Manager(Single use)
ArcGIS Enterprise. Enterprise and Workgroup(Advanced and Standard) Uncapped
ArcGIS Enterprise Extensions- ArcGIS 3D Analyst,ArcGIS Geostatistical AnalystArcGIS Uncapped
Network Analyst,ArcGIS Schematics,ArcGIS Spatial Analyst,and AreGIS Workflow Manager
Mapping and Charting solutions.Esri Production Mapping for Desktop Uncapped
AreGIS Engine Uncapped
AreGIS Engine extensions. ArcGIS 3D Analyst,ArcGIS Geodatabase Update,AreGIS Network Uncapped
Analyst,ArcGIS Schematics,and ArcGIS Spatial Analyst
ArcGIS Runtime Uncapped
ArcGIS Runtime Analysis Extension Uncapped
Table A-2
EA Products—Capped Quantities
Qty to Be
Item Deployed Total
Esri City Engine Advanced Term licenses 2 2
Esri Developer Network(EDN)Standard Term license 1 1
ArcGIS Enterprise Image Server.Term license with up to four cores 1 1
AreGIS Enterprise GeoEvent Server Term license with up to four cores I 1
Number of Named Users per Annual Credits per
Product Subscriptions Subscription Subscription
ArcGIS Online Named Users Term license I 100-Level 1 125,000
250 Level2
ArcGIS Enterprise Named Users- Term license 1 100 Level 2 NIA
Business Analyst Online(BAO)for use with AGOL. 1 5 NIA
Level 1 subscription
E.12G Page 7 of It 02128/2017
11ca1djmlAgreements174_ESRI ELA 2017 doex
APPENDIX B
EA FEE SCHEDULE
The EA Fee is$130 000 The EA Fee is in consideration of the EA Products,EA Maintenance,and Esn User Conference
registrations
Year 1 Year 2 Year 3 EA Fee
2017 2018 2019
Payments $35,000 $45,000 $50,000 $130,000
Number of Esri User Conference Registrations per Year G
Number of Tier 1 Help Desk Callers That May Contact Esri
for Tier 2 Support 2
Number of Sets of Backup Media,if Requested 5
Support Cases for EDN One 10 Pack/Year
Term of EA Three(3)years from Effective Date
E512G Page 8 of 11 02/28/2017
11ca1djmlAgreements174_ESR1 ELA 2017 doex
APPENDIX C
CITY ANNUAL DEPLOYMENT REPORT
SAMPLE REPORT—This report will be provided to Esrt annually as an Excel spreadsheet or to a comparable format
I Esd Annuli EA License Deployment Report I
I Ciry Namc I
Citylumber l
Dale I
Pm
by 1
I UCT Count PRODUCT Count I
I ArcGIS Dcsleop--Single Use(SU) ArcGFS Emerprise E
I I
I I
I I
I I
I
I I
I
I I
j I
II I
i
I I
I ArcGIS Desktop- IJ ArcGIS Enterprise Extensions
I
I I
I I
I I
I I
I
I I
I I
I [
I
I
I I
I I
I ArcGIS Desktop Exlensions 01her I
I I
I I
I I
I I
{ I
I
E512G Page 9 or I I 0 12 812 0 1 7
APPENDIX D
EA POINTS OF CONTACT
Either party may change its point of contact by written notice to the other party
1 Esri point of contact for order processing issues
Name City Service
Esn
380 New York Street
Redlands,CA 92373-8100
Email service a esri corn
Phone 888 377-4575
Fax 909 307-3083
2 Esn contact for Tier 2 Support issues
Email support a esri.com
Phone 909-793-3774(within the United States only)
Fax 909-792-0960
Web support a,esri com
3 City centralized point of contact for order release and administrative issues
Name Danielle Garcia
Email dgarcia@cityofredlands.ore
Phone 909 798-7507
Fax 909 335-4735
4 All invoices to City will be mailed to the address listed below(unless otherwise stated on the purchase order)
City Office Management Services
Name Danielle Garcia
Address 35 Cajon St, Suite 222
Redlands,CA 92373
5 All deliverables to City will be shipped to the address listed below
City Office Management Services
Name Danielle Garcia
Address 35 Cajon St Suite 222
Redlands,CA 92373
6 All notices to City will be mailed to the address listed below-
City Office Management Services
Name Danielle Garcia
Address 35 Cajon St Suite 222
Redlands,CA 92373
E512G PaLc 10 of 11 02/28/2017
APPENDIX E
TIER 1 HELP DESK AUTHORIZED INDIVIDUALS
Below are named Tier I Help Desk individuals authorized to seek Fier 2 Support from Esri Substitutes/Changes to Tier 1
Help Desk authorized individuals may be made by written notice to Esr►
1 Name Tom Resh 2 Name Matthew Bradbury
Address 35 Capon St Suite 222 Address 35 Capon St Suite 222
Redlands,CA 92373 Redlands,CA 92373
Phone 909 335 4794 x 2 Phone 909 335-4784 x 4
Fax 909 335 4735 Fax 909 335 4735
Email tresh@cityofredlands ore Email mbradbury@cityofredlands ore
E512(3 Page 1 l of 11 02128/2017