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Cust.Name City of Redlands
ENTERPRISE LICENSE AGREEMENT Cust-# 381702
�� �- COUNTYAND MILNICIPALITY PO#
Esri Agreement 4-:2014ELA 1928
Esri,380 New York St.,Redlands,CA 92373-8100 USA-TEL 909-793-2853-FAX 909-793-6953
This Enterprise License Agreement("ELA")is by and between City of Redlands ("Licensee");Environmental Systems
Research Institute,Inc.("Esri").This ELA is comprised of(i)Articles I through 9,Appendix A—Software and
Deployment Schedule and Appendix B—ELA Fee Schedule;and(ii)the License Agreement.This ELA is effective as of
May 3.2014("Effective Date").
Should there be any conflict between the terms and conditions of the documents that comprise this ELA,the order of
precedence for the documents shall first be the Enterprise License Agreement and second the License Agreement. This ELA
shall be governed by and construed in accordance with the laws of the State of California without reference to conflict of
laws principles,and the USA federal law shall govern in matters of intellectual property. The modifications and additional
rights granted in this ELA apply only to the Enterprise Products listed in Appendix A.
ADDITIONAL OR CONFLICTING TERMS IN LICENSEE'S PURCHASE ORDER WILL NOT APPLY,AND
THE TERMS OF THIS ELA WILL GOVERN.
This ELA supersedes any previous agreements,proposals,presentations,understandings,and arrangements between the
parties relating to the licensing of the Enterprise Products. Except as provided in Article 4—Enterprise Product Updates,no
modifications can be made to this ELA. This ELA may be executed in duplicate by the parties.An executed separate
signature page transmitted through electronic means,such as fax or e-mail,is valid and binding even if an original paper
document bearing each party's original signature is not delivered.
Accepted and agreed:
ENVI
RONME
YSTEMS RESEARCHCITY OF REDLANDS INSTITUTE C.
(Licensee) (Esri)
Signature: Signature:m
A
Printed Name: Printed Name: Chris Johnson
Title: MQ_R Title: Manager, Domestic Contracts
Date: 41j5J f 1 1�4 Date:
I I
ATTEST- L
LICENSEE CONTACT INFORMATION
Sa-tv, Irwin, City Clerk
Contact, nymWe Telephone: <7001 -_7z53 55,Z-0 0
'f C116 4A-7
Address: Fax: -1
-2, f
City, State, Postal Code: Kezav Q E-mail: J
Country:
E214-1 M Page I of 6 02/27;2014
1.0—ADDITIONAL DEFINITIONS 2,0—JA DDFTI ONAte GRANT OF LICENSE
In addition to the definitions provided in the License 2A Grant of License.Subject to the terms and
Agreement,the following definitions apply to this ELA: conditions of this FLA,Esri grants to Licensee a
personal,nonexclusive,nontransferable Term
"Deploy" means to redistribute and install the Enterprise License solely to use,copy,and Deploy quantities of
Products and related Authorization Codes within the Enterprise Products listed in Appendix A for the
Licensee's organization(s). term provided in Section 3.1—Term(i)for which the
applicable license fees have been paid and(ii)in
ELA Maintenance"means Tier 2 Support,updates, and accordance with the License Agreement.
patches provided by Esri to Licensee for the Enterprise
Products. 2.2 Consultant Access. Esri grants Licensee the right to
permit Licensee's consultants or contractors to use the
"ELA Fee"means the fee set forth in Appendix B—ELA Enterprise Products exclusively for Licensee's
Fee Schedule. benefit. Licensee shall be solely responsible for
compliance by consultants and contractors with this
"Enterprise Products"means the Products identified in FLA and shall ensure that the consultant or
Appendix A—Software and Deployment Schedule and contractor discontinues Product use upon completion
any updates to such list provided in writing by Esri. of work for Licensee.Access to or use of Products by
consultants or contractors not exclusively for
"Incident" means a failure of the Software or Online Licensee's benefit is prohibited.Licensee may not
Services to operate according to the Documentation permit its consultants or contractors to install
where such failure substantially impacts operational or Software or Data on consultant,contractor,or third-
functional performance. party computers or remove Software or Data from
Customer locations,except for the purpose of hosting
"License Agreement"means the applicable license the Software or Data on Contractor Servers for the
agreement incorporated by this reference that is(i)found benefit of Licensee.
at h 4LH
tt -�vww.esri.com/le-caYsoftware-license; composed
of the General License Terms and Conditions(E204)and
Exhibit L Scope of Use(E300);and available in the 3.0------TERM,TERMINATION,AND EXPIRATION
installation process requiring acceptance by electronic
acknowledgment or(ii)a signed license agreement 3.1 Term.The term of this ELA and all licenses
between Esri and Licensee that supersedes such hereunder shall commence on the Effective Date
electronically acknowledged license agreement. (May 3,2014)and continue for three(3)years,unless
this ELA is terminated earlier as provided herein.
"Technical Support"means a process to attempt to Licensee is only authorized to use Deployed
resolve reported Incidents through error correction; Enterprise Products during the term of this ELA.No
patches;hot fixes;workarounds;replacement deliveries; indefinite term or perpetual license grants are
or any other type of Enterprise Product corrections or provided with this ELA.
modifications.
12 No Use upon Expiration or Termination. All
"Tier I Help Desk"means Licensee's point of contact Deployed Enterprise Product licenses and all FLA
from which all Tier I Support will be given to Licensee, Maintenance,Virtual Campus access,and User
Conference Registrations terminate on expiration or
"Tier I Support" means the Technical Support provided termination of this ELA.
by the Tier I Help Desk as the primary contact to
Licensee in attempted resolution of reported Incidents. 33 Termination for a Material Breach.Either party,
may terminate this ELA for a material breach by the
"Tier 2 Support" means the Technical Support provided other party.The breaching party shall be given a
by Esri to the Tier I Help Desk when the Incident cannot period of ten(10)days from the date of written notice
be resolved through Tier I Support. Licensees located in to cure any material breach.
the USA will receive Tier 2 Support from Esri.
3.4 Termination for Lack of Funds.For government or
government-owned entities only,either party may
terminate this FLA for Lack of Funds. Lack of Funds
is the inability of Licensee to secure appropriation of
1214-1M Page 2 of's 02,127/2014
funds through the legislative or governing body's 2. The Tier I Help Desk will use analysts fully
approval process for annual payments due. trained in the Software they are supporting.
1 At a minimum,Tier I Support will include those
4.0—EN,rFRPRISE PRODUCT UPDATES activities that assist the user in resolving how-to
and operational questions as well as questions on
4.1 Future Updates.Esri reserve the right to update the installation and troubleshooting procedures.
list of Enterprise Products in Appendix A by
providing written notice to Licensee. Licensee may 4, Tier I Support analysts will be the initial points
continue to use all Enterprise Products that have been of contact for all questions and Incidents. Tier I
Deployed,but support and upgrades for deleted items Support analysts shall obtain a full description of
Wray not be available.As new Enterprise Products are each reported Incident and the system
incorporated into the standard program,they will be configuration from the user.This may include
offered to Licensee via written notice for obtaining any customizations,code samples,or
incorporation into the Enterprise Products schedule at data involved in the Incident.The analyst may
no additional charge.Licensee's use of new or also use any other information and databases that
updated Enterprise Products requires Licensee to may be developed to satisfactorily resolve
adhere to applicable additional or revised terms and Incidents.
conditions of the License Agreement. 5. If the Tier I Help Desk cannot resolve the
4.2 Product Life Cycle.During the term of this ELA, Incident,an authorized Tier I Help Desk
some Enterprise Products may be retired or may no individual may contact Tier 2 Support.The
longer be available for unlimited quantity Tier I Help Desk shall provide support in such a
Deployment.ELA Maintenance shall be subject to way as to minimize repeat calls and make
the individual Product Life Cycle Support Status and solutions to problems available to Licensee.
Product Life Cycle Support Policy,which can be
found at htt /fresources.arcis.corn/content/ 6. Tier I Help Desk individuals identified by
product-life-cycles.Updates for Enterprise Products Licensee are the only individuals authorized to
in the mature and retired phases may not be available; contact Tier 2 Support.Licensee may revise
however, Licensee may continue to use Deployed named individuals by written notice.
Enterprise Products for the term of this ELA,but
Licensee will not be able to Deploy retired Enterprise b. Tier 2 Support Provided by Esri
Products.
I x Tier 2 Support shall log the calls received from
Tier I Help Desk individuals.
5.0—ELAINLAINTENACE
23 Tier 2 Support shall review all information
ELA Maintenance is included with the ELA Fee. ELA collected by and received from Tier I Help Desk
Maintenance includes standard maintenance benefits individuals including preliminary documented
specified in either(i)the most current applicable Esri troubleshooting provided by Tier I Help Desk
USA Software Maintenance Program document(found at when Tier 2 Support is required.
ht
Apw,esri.cornilegal)as modified by this 3. Tier 2 Support may request that Tier I Help
Desk Article 5.0—ELA Maintenance.At Esri's sole discretion, Dsk individuals may
verification of
Esri may make patches,hot fixes,or updates available for p
download.No Software other than the defined Enterprise information,additional information,or answers
Products will receive maintenance under this ELA. to additional questions to supplement any
athering ortio
f
i
i
limnary information g
Licensee may acquire maintenance for other Software pret�l
(non-Enterprise Products)outside this ELA. troubleshooting performed by Tier I Help Desk.
a. Tier I Support Provided by Licensee 4. Tier 2 Support shall attempt to resolve the
Incidents submitted by Tier I Help Desk by
1. Licensee shall provide Tier I Support through assisting Tier I Help Desk individuals.
the Tier I Help Desk to all Licensee's authorized
users, 5. When the Incident is resolved,Tier 2 Support
shall communicate the information to Tier I
F214-IM Page 3 of 6 02/27/2014
Help Desk individuals,and Tier I Help Desk Destination, with shipping charges prepaid. For those
shall disseminate the resolution to the user. entities that avoid sales tax by downloading
deliverables,request for delivery or receipt of
tangible media may cause license fees to be subject to
6.0—ENDORSEMENT AND P1381,10-11' taxes. Licensee acknowledges that should such taxes
become due,Esri has a right to invoice and Licensee
This ELA shall not be construed or interpreted as an agrees to pay any such sales or use tax associated
exclusive dealings agreement or Licensee's endorsement with its receipt of tangible media.
of Esri. Licensee agrees that Esri may publicize the c. Esri shall provide Authorization Codes to activate the
existence of this ELA upon execution. nondestructive copy protection program that enables
the Enterprise Products to operate.
d. Licensee shall Deploy,install,configure.,and track
7A—ADMINISTRATIVE REQUIREMENTS the Deployment status of the Enterprise Products.
7.1 OEM Licenses.Under Esri's OEM or Solution OEM &2 Order Requirements
programs,OEM partners are authorized to embed or a, All orders pertaining to this ELA shall be processed
bundle portions of Esri Products and Services with
their application or service.OEM partners'business through Licensee's centralized point of contact.
b� The following information shall be included in each
model,licensing terms and conditions,and pricing :
are independent of this ELA.Licensee shall not seek purchase order
any discount from the OEM partner or Esri based on (1) Licensee name,Esri customer number,if known;
the availability of Enterprise Products under this and bill-to and ship to addresses
ELA. Licensee shall not decouple Esri Products or (2) Order number
Services from the OEM partners'application or (3) Applicable annual payment due
service. (4) On the first page of a purchase order a reference
71 Annual Report of Deployments.At each to this ELA and the following statement:
anniversary date and ninety(90)calendar days prior "THIS ORDER IS GOVERNED BY THE
to the expiration date of this ELA, Licensee shall TERMS AND CONDITIONS OF THE
provide a written report detailing alt Deployments to SSRI ENTERPRISE LICENSE
Esri The report will be subject to audit. AGREEMENT,AND ADDITIONAL
7
1.3 Renewal.Any follow-on ELA will be offered in TERMS AND CONDITIONS IN THEORDER WILL NOT APPLY."
accordance with then-current ELA pricing and
license terms and conditions.
8.0—ORDERING,ADMINISTRA,rIVE
PROCEDIJREs,DELI VERV,AND
DEPLOYMEN'r
8.1 Orders,Delivery,and Deployment
a. Licensee shall issue a purchase order upon execution
of this ELA and annually thereafter in accordance
with Appendix B.Payment shall be due and payable
within thirty(30)calendar days of the anniversary
date of the Effective Date,with the initial payment
due within thirty(30)calendar days of execution of
this ELA. Esri's Federal ID Number is 95-2775-732.
Ism Upon receipt of the initial purchase order from
Licensee, Esri shall authorize download of the
Enterprise Products to Licensees for its Deployment
activities. If requested,Esri will ship backup media to
the ship-to address identified on the order,the FOB
F214-119 Page 4 of 6 02/27/2014
APPENDIX A
SOFTWARE AND DEPLOYMENT SCHEDULE
For the period beginning May 3,2014 through May 2,2017,City may Deploy the Enterprise License Software up to the total
quantity of licenses indicated below to Licensees,
Table A-1
Enterprise License Software Unlimited Quantities
Total Qty./Seats
Product to Be Deployed
AreGIS for Desktop:ArcGIS for Desktop Advanced(formerly Arclnfo), Standard(formerly Unlimited
ArcEditor),and Basic(formed y ArcView)(single and concurrent use)
ArcGIS for Desktop extensions: ArcGIS 3D Analyst,ArcGIS Data Reviewer,ArcGIS
Unlimited
Geostatistical Analyst,ArcGIS Network Analyst,ArcGIS Publisher,ArcGIS Schematics,ArcGIS
Spatial Analyst.and ArcGIS Workflow Manager(single and concurrent use)
AreGIS for Server:ArcGIS for Server Enterprise and Workgroup(Advanced, Standard,and Basic)j Unlimited
ArcGIS for Server extensions: ArcGIS 3D Analyst,ArcGIS Geostatistical Analyst, ArcGIS Image Unlimited
Extension,ArcGIS Network Analyst,ArcGIS Schematics,ArcGIS Spatial Analyst, and ArcGIS
Workflow Manager
ArcGIS Engine:ArcGIS Engine development tools for deploying custom applications Unlimited
AreGIS Engine extensions: ArcGIS 3D Analyst, ArcGIS Geodatabase Update,ArcGIS Network Unlimited
Analyst,ArcGIS Schematics,and ArcGIS Spatial Analyst(single and concurrent use)
ArcGIS Runtime: Standard deployment licenses for custom applications Unlimited
ArcGIS Runtime extensions:ArcGIS 3D Analyst,ArcGIS Network Analyst,and ArcGIS Spatial Unlimited
Analyst(single use)
Mapping and Charting solutions: Esri Production Mapping
Unlimited
Table A-2
Enterprise License Software--Limited uantities
Rolled-in Qty. Qty./Scats
Product (if applicable) to Be Deployed Total
Esri Developer Network(EDN)Standard: annual N/A I I
subscription
Esri City Engine Advanced; I single use license 1 0 1
Esri City Engine Advanced; I concurrent use licenseN/A
Number of Named Users per Annual Credits per
Product Subscriptions Subscription Subscription
ArcGIS Online Subscription-Level 3 1 100 17,500
-Business Analyst Online BAO for use with AGOL— 1 5 N/A
Level ]
E'214-1 M Page 5 of 6 02/27,12014
APPENDIX B
ELA FEE SCHEDULE
For the period beginning May 3.2014 through May 2,2017,the ELA Fee is$90,000.The ELA Fee is in consideration of the
ELA Products,ELA Maintenance,and Esri International User Conference registrations.
YearL= Year 2 Year 3 ELA Fee
Payments $25,000 530,000 535,0001 $90,000
Number of Esri International User Conference Registrations 6
per Year
Number of Tier i Help Desk Individuals 2
Number of Sets of Backup Media,if requested 5
Support Incidents for EDN per year One 10-Pack
1214-1 M Page 6 of6 02x T2014