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HomeMy WebLinkAbout0008_2_ESRI License Agreement - Exhibit A January 20, 2017 Jason Simpson City of Lake Elsinore 130 S Main St Lake Elsinore, CA 92530 Dear Mr. Simpson, The Esri Small Municipal and County Government Enterprise License Agreement (ELA) is a three‐year agreement that will grant your organization access to Esri® term license software on an unlimited basis including maintenance on all software offered through the ELA for the term of the agreement. The ELA 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 system (GIS) technology in many operational and technical areas within your organization. For this reason, we believe that your organization will greatly benefit from an enterprise license agreement. An ELA will provide your organization with numerous benefits including:  A lower cost per unit for licensed software  Substantially reduced administrative and procurement expenses  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:  All current departments, employees, and in-house contractors of the organization will be eligible to use the software and services included in the ELA.  If your organization wishes to acquire and/or maintain any Esri software during the term of the agreement that is not included in the ELA, it may do so separately at the Esri pricing that is generally available for your organization for software and maintenance.  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 1 support center to field calls from internal users of Esri software. The organization may designate individuals as specified in the ELA who may directly contact Esri for Tier 2 technical support.  The organization will provide an annual report of installed Esri software to Esri. Small Government ELA 2  Esri software and updates that the organization is licensed to use will be automatically available for downloading.  The organization will act as an Esri reference site and will permit Esri to publicize its use of Esri software and services.  The fee and benefits offered in this ELA proposal are contingent upon your acceptance of Esri’s Small Municipal and County Government ELA terms and conditions.  Licenses are valid for the term of the ELA. 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 of this ELA offer: 1. Sign and return the whole agreement per the instructions in the terms and conditions. 2. On the first page of the ELA, 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 Attn: Customer Service SG-ELA 380 New York Street Redlands, CA 92373-8100 e-mail: service@esri.com fax documents to: 909-307-3083 I appreciate the opportunity to present you with this proposal, and I believe it will bring great benefits to your organization. Thank you very much for your consideration. Best Regards, Elizabeth Stowe (19,5210(17$/6<67(065(6($5&+,167,787(,1& 1HZ<RUN6WUHHW 5HGODQGV&$ 3KRQH)D[ '8161XPEHU&$*(&RGH$06 Quotation # 20500915 Date: Customer # 1443 Contract # &LW\RI/DNH(OVLQRUH &RPPXQLW\'HYHORSPHQW 60DLQ6W /DNH(OVLQRUH&$ $77(17,21-DVRQ6LPSVRQ 3+21(   )$;   7RH[SHGLWH\RXURUGHUSOHDVHDWWDFKDFRS\RI WKLVTXRWDWLRQWR\RXUSXUFKDVHRUGHU 4XRWHLVYDOLGIURP7R January 20, 2017 The items on this quotation are subject to the terms set forth herein and the terms of your signed agreement with Esri, if any, or, where applicable, Esri's standard terms and conditions at www.esri.com/legal, which are incorporated by reference. Federal government entities and government prime contractors authorized under FAR 51.1 may purchase under the terms of Esri's GSA Federal Supply Schedule. Acceptance 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. All terms of this quotation will be incorporated into and become part of any additional agreement regarding Esri's products and services. If sending remittance, please address to: Esri, File No. 54630, Los Angeles, Ca 90074-4630 This offer is limited to the terms and conditions incorporated and attached herein.STOWEE For questions contact:Elizabeth Stowe Email:estowe@esri.com Phone:(909) 793-2853 x5313 Esri may charge a fee to cover expenses related to any customer requirement to use a proprietary vendor management, procurement, or invoice program. 150505 1 Year 3 - Esri Business Analyst Online Level 1 Plan (for use with ArcGIS Online) Additional User 5 Pack Term License 500.00 500.00 150505 1 Year 2 - Esri Business Analyst Online Level 1 Plan (for use with ArcGIS Online) Additional User 5 Pack Term License 500.00 500.00 110037 1 Year 3 - Populations of 50,001 to 100,000 Small Government Term Enterprise License Agreement 50,000.00 50,000.00 110037 1 Year 2 - Populations of 50,001 to 100,000 Small Government Term Enterprise License Agreement 50,000.00 50,000.00 110037 1 Year 1 - Populations of 50,001 to 100,000 Small Government Term Enterprise License Agreement 50,000.00 50,000.00 150505 1 Year 1 - Esri Business Analyst Online Level 1 Plan (for use with ArcGIS Online) Additional User 5 Pack Term License 500.00 500.00 Item Total:151,500.00 Material Qty Description Unit Price Total Estimated Shipping & Handling(Surface Delivery) :0.00 Contract Pricing Adjust:0.00 Subtotal:151,500.00 Sales Tax:0.00 Total:$151,500.00 (19,5210(17$/6<67(065(6($5&+,167,787(,1& 1HZ<RUN6WUHHW 5HGODQGV&$ 3KRQH)D[ '8161XPEHU&$*(&RGH$06 Quotation # 20500915 Date: Customer # 1443 Contract # &LW\RI/DNH(OVLQRUH &RPPXQLW\'HYHORSPHQW 60DLQ6W /DNH(OVLQRUH&$ $77(17,21-DVRQ6LPSVRQ 3+21(   )$;   7RH[SHGLWH\RXURUGHUSOHDVHDWWDFKDFRS\RI WKLVTXRWDWLRQWR\RXUSXUFKDVHRUGHU 4XRWHLVYDOLGIURP7R January 20, 2017 The items on this quotation are subject to the terms set forth herein and the terms of your signed agreement with Esri, if any, or, where applicable, Esri's standard terms and conditions at www.esri.com/legal, which are incorporated by reference. Federal government entities and government prime contractors authorized under FAR 51.1 may purchase under the terms of Esri's GSA Federal Supply Schedule. Acceptance 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. All terms of this quotation will be incorporated into and become part of any additional agreement regarding Esri's products and services. If sending remittance, please address to: Esri, File No. 54630, Los Angeles, Ca 90074-4630 This offer is limited to the terms and conditions incorporated and attached herein.STOWEE For questions contact:Elizabeth Stowe Email:estowe@esri.com Phone:(909) 793-2853 x5313 Esri may charge a fee to cover expenses related to any customer requirement to use a proprietary vendor management, procurement, or invoice program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ignature of Authorized Representative Name (Please Print) Title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ate Esri Use Only: Cust. Name Cust. # PO # Esri Agreement # Esri, 380 New York St., Redlands, CA 92373-8100 USA • TEL 909-793-2853 • FAX 909-793-5953 Page 1 of 5 11/04/2016 SMALL ENTERPRISE AGREEMENT COUNTY AND MUNICIPALITY GOVERNMENT (E214-3) This Agreement is by and between the organization identified in the Quotation ("Licensee") and Environmental Systems Research Institute, Inc. ("Esri"). This Agreement sets forth the terms for Licensee's use of Products and incorporates by reference (i) the Quotation and (ii) the License 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 License Agreement. This Agreement shall be governed by and construed in accordance with the laws of the state in which Licensee is located without reference to conflict of laws principles, and the U nited 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 Uncapped Quantities Desktop Software and Extensions ArcGIS Desktop Advanced ArcGIS Desktop Standard ArcGIS Desktop Basic ArcGIS Desktop Extensions: ArcGIS 3D Analyst, ArcGIS Spatial Analyst, ArcGIS Geostatistical Analyst, ArcGIS Publisher, ArcGIS Network Analyst, ArcGIS Schematics, ArcGIS Workflow Manager, ArcGIS Data Reviewer Enterprise Software and Extensions ArcGIS Enterprise and Workgroup (Advanced and Standard) ArcGIS Enterprise Extensions: ArcGIS 3D Analyst, ArcGIS Spatial Analyst, ArcGIS Geostatistical Analyst, ArcGIS Network Analyst, ArcGIS Schematics, ArcGIS Workflow Manager Enterprise Optional Server ArcGIS Image Server Developer Tools ArcGIS Engine ArcGIS Engine Extensions: ArcGIS 3D Analyst, ArcGIS Spatial Analyst, ArcGIS Engine Geodatabase Update, ArcGIS Network Analyst, ArcGIS Schematics ArcGIS Runtime (Standard) ArcGIS Runtime Analysis Extension Limited Quantities One (1) Annual Subscription to Esri Developer Network (EDN) Standard* Two (2) Esri CityEngine Advanced Single Use Licenses 250 Level 1 ArcGIS Online Named Users 250 Level 2 ArcGIS Online Named Users 37,500 ArcGIS Online Service Credits 250 Level 1 ArcGIS Enterprise Named Users 250 Level 2 ArcGIS Enterprise Named Users 5 Insights for ArcGIS OTHER BENEFITS Number of Esri User Conference registrations provided annually 4 Number of Tier 1 Help Desk individuals authorized to call Esri 4 Maximum number of sets of backup media, if requested** 2 Self-Paced e-Learning Uncapped Five percent (5%) discount on all individual commercially available instructor -led training classes at Esri facilities purchased outside this Agreement (Discount does not apply to Small Enterprise Training Package.) *Maintenance is not provided for these items **Additional sets of backup media may be purchased for a fee Page 2 of 5 11/04/2016 Licensee may accept this Agreement by signing and returning the whole Agreement with a signed sales quotation, purchase order, or other document that matches the Quotation and references this Agreement ("Ordering Document"). ADDITIONAL OR CONFLICTING TERMS IN LICENSEE'S ORDERING DOCUMENT WILL NOT APPLY, AND THE TERMS OF THIS AGREEMENT WILL GOVERN. This Agreement is effective as of the date of Esri's receipt of Licensee's Ordering Document incorporating this Agreement by reference, unless otherwise agreed to by the parties ("Effective Date"). Term of Agreement: Three (3) years This Agreement supersedes any previous agreements, proposals, presentations, understandings, and arrangements between the parties relating to the licensing of the Products. Except as provided in Article 4—Product Updates, no modifications can be made to this Agreement. Accepted and Agreed: (Licensee) By: Authorized Signature Printed Name: Title: Date: LICENSEE CONTACT INFORMATION Contact: Telephone: Address: Fax: City, State, Postal Code: E-mail: Country: Quotation Number (if applicable): Page 3 of 5 11/04/2016 1.0—ADDITIONAL DEFINITIONS In addition to the definitions provided in the License Agreement, the following definitions apply to this Agreement: "Deploy", "Deployed" and "Deployment" mean to redistribute and install the Products and related Authorization Codes within Licensee's organization(s). "Fee" means the fee set forth in the Quotation. "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. "License Agreement" means the applicable license agreement for Esri Products incorporated by this reference that is (i) found at http://www.esri.com/legal/software -license and available in the installation process requiring acceptance by electronic acknowledgment or (ii) a signed Esri license agreement that supersedes such electronically acknowledged license agreement. "Maintenance" means Tier 2 Support, Product updates, and Product patches provided to Licensee during the Term of Agreement. "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 Licensee. "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 Licensee's point of contact(s) to provide all Tier 1 Support within Licensee's organization(s). "Tier 1 Support" means the Technical Support provided by the Tier 1 Help Desk. "Tier 2 Support" means the Technical Support provided to the Tier 1 Help Desk when a Case cannot be resolved through Tier 1 Support. Licensee will receive Tier 2 Support from Esri. 2.0—ADDITIONAL GRANT OF LICENSE 2.1 Grant of License. Subject to the terms and conditions of this Agreement, Esri grants to Licensee 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 provided on the first page (i) for the applicable Fee and (ii) in accordance with the License Agreement. 2.2 Consultant Access. Esri grants Licensee the right to permit Licensee's consultants or contractors to use the Products exclusively for Licensee's benefit. Licensee 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 Licensee. Access to or use of Products by consultants or contractors not exclusively for Licensee's benefit is prohibited. Licensee 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 Licensee locations, except for the purpose of hosting the Software or Data on Contractor Servers for the benefit of Licensee. 3.0—TERM, TERMINATION, AND EXPIRATION 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. Licensee is only authorized to use Products during the Term of Agreement. For an Agreement with a limited term, Esri does not grant Licensee 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 on 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 Licensee is unable to secure funding through the legislative or governing body's approval process. Page 4 of 5 11/04/2016 3.5 Follow-on Term. If 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. 4.0—PRODUCT 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 Licensee. Licensee 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 Licensee via written notice for incorporation into the Products schedule at no additional charge. Licensee 's use of new or updated Products requires Licensee to adhere to applicable additional or revised terms and conditions of the License 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 http://support.esri.com/en/content /productlifecycles. Updates for Products in the mature and retired phases may not be available. Licensee may continue to use Products already Deployed during the Term of Agreement, but Licensee will not be able to Deploy retired Products. 5.0—MAINTENANCE 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 http://www.esri.com/legal). 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. Licensee may acquire maintenance for other Software outside this Agreement. a.Tier 1 Support 1.Licensee will provide Tier 1 Support through the Tier 1 Help Desk to all Licensee'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 how-to and operational questions as well as questions on installation and troubleshooting procedures. 4.The Tier 1 Help Desk will be the initial points 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. The Tier 1 Help Desk may also use any other information and databases that may be developed to satisfactorily resolve the Case. 5.If 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 Licensee. 6.Tier 1 Help Desk individuals are the only individuals authorized to contact Tier 2 Support. Licensee may change the Tier 1 Help Desk individuals by written notice to Esri. b.Tier 2 Support 1.Tier 2 Support will log the calls received from Tier 1 Help Desk. 2.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. 3.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. 4.Tier 2 Support will attempt to resolve the Case submitted by Tier 1 Help Desk. 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 user(s). Page 5 of 5 11/04/2016 6.0—ENDORSEMENT AND PUBLICITY This Agreement will not be construed or interpreted as an exclusive dealings agreement or Licensee 's endorsement of Products. Either party may publicize the existence of this Agreement. 7.0—ADMINISTRATIVE REQUIREMENTS 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. Licensee will not seek any discount from the OEM partner or Esri based on the availability of Products under this Agreement. Licensee 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 date of this Agreement, Licensee will provide Esri with a written report detailing all Deployments. Upon request, Licensee will provide records sufficient to verify the accuracy of the annual report. 8.0—ORDERING, ADMINISTRATIVE PROCEDURES, DELIVERY, AND DEPLOYMENT 8.1 Orders, Delivery, and Deployment a.Upon the Effective Date, Esri will invoice Licensee and provide Authorization Codes to activate the nondestructive copy protection program that enables Licensee to download, operate, or allow access to the Products. If this is a multi-year Agreement, Esri may invoice the Fee thirty (30) calendar days before the annual anniversary date for each additional year. b.Undisputed invoices will be due and payable within thirty (30) calendar days from the date of invoice. Esri's federal ID number is 95-2775-732. c.If requested, Esri will ship backup media to the ship- to address identified on the Ordering Document, FOB Destination, with shipping charges prepaid. Licensee 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 Licensee will pay any such sales or use tax associated with the receipt of tangible media. 8.2 Order Requirements. Esri does not require Licensee to issue a purchase order. Licensee may submit a purchase order in accordance with its own process requirements, provided that if Licensee issues a purchase order, Licensee will submit its initial purchase order on the Effective Date. If this is a multi-year Agreement, Licensee will submit subsequent purchase orders to Esri at least thirty (30) calendar days before the annual anniversary date for each additional year. a.All orders pertaining to this Agreement will be processed through Licensee's centralized point of contact. b.The following information will be included in each Ordering Document: (1) Licensee name; Esri customer number, if known; and bill-to and ship-to addresses (2) Order number (3) Applicable annual payment due 9.0—MERGERS, ACQUISITIONS, OR DIVESTITURES If Licensee is a commercial entity, Licensee will notify Esri in writing in the event of (i) a consolidation, merger, or reorganization of Licensee with or into another corporation or entity; (ii) Licensee's acquisition of another entity; or (iii) a transfer or sale of all or part of Licensee'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 If 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 If an Ownership Change results in transfer or sale of a portion of Licensee's organization, that portion of Licensee's organization will transfer the Products to Licensee 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. If the assignment to the new entity is not approved, Licensee will require any successor entity to uninstall, remove, and destroy the Products. This Agreement will terminate upon such Ownership Change.