HomeMy WebLinkAboutESRI - 3 year agreement - 7/16/2018May 2, 2018
Chris Youngblut
City of Waterloo
715 Mulberry St
Waterloo, IA 50703
Dear Chris,
The Esri Small Municipal and County Government Enterprise Agreement (EA) 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 EA for the term of the agreement. The EA 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 agreement.
An EA 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 EA.
■ If your organization wishes to acquire and/or maintain any Esri software during the term of the
agreement that is not included in the EA, 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 EA who may directly
contact Esri for Tier 2 technical support.
380 New York Street 909 793 2853 esri.com
Redlands, California 92373-8100 USA info@esri.com
■ The organization will provide an annual report of installed Esri software to Esri.
■ Esri software and updates that the organization is licensed to use will be automatically available
for downloading.
■ The fee and benefits offered in this EA proposal are contingent upon your acceptance of Esri's
Small Municipal and County Government EA terms and conditions.
■ Licenses are valid for the term of the EA.
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 EA offer:
Sign and return the EA contract with a Purchase Order or issue a Purchase
Order that references this EA Quotation and includes the following statement on the face of the
Purchase Order: "THIS PURCHASE ORDER IS GOVERNED BY THE TERMS AND
CONDITIONS OF THE ESRI SMALL MUNICIPAL AND COUNTY GOVERNMENT
EA, AND ADDITIONAL TERMS AND CONDITIONS IN THIS PURCHASE ORDER
WILL NOT APPLY." Have it signed by an authorized representative of the organization.
2. On the first page of the EA, 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 -EA
3 80 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,
Brent Sherman I Account Manager
Esri 1 880 Blue Gentian Road, Suite 200 St. Paul, MN 55121 1 USA
T 651 454 0600 x1254 I M 972 989 5681 bsherman(cDesri.com I esri.com
Small Government EA
Environmental Systems Research Institute, Inc.
380 New York St
Redlands, CA 92373-8100
Phone: 909-793-2853 Fax: 909-307-3049
DUNS Number: 06-313-4175 CAGE Code: OAMS3
To expedite your order, please attach a copy of
this quotation to your purchase order.
Quote is valid from: 0510212018 To: 0713112018
Material Qty Description
Quotation # 20528571
Date: May 2, 2018
Customer # 159163 Contract #
City of Waterloo
Planning & Zoning Dept
715 Mulberry St
Waterloo, IA 50703
ATTENTION: Chris Youngblut
PHONE: (319) 291-4598
FAX: (319) 291-4262
Unit Price
110037 1 Year 1: Populations of 50,001 to 100,000 Small Government Term 50,000.00
Enterprise License Agreement
110037 1 Year 2: Populations of 50,001 to 100,000 Small Government Term 50,000.00
Enterprise License Agreement
110037 1 Year 3: Populations of 50,001 to 100,000 Small Government Term 50,000.00
Enterprise License Agreement
Item Total:
Subtotal:
Sales Tax:
Estimated Shipping & Handling(2 Day Delivery)
Contract Pricing Adjust
Total
Total
50,000.00
50,000.00
50,000.00
150,000.00
150,000.00
0.00
0.00
0.00
$150,000.00
Esri may charge a fee to cover expenses related to any customer requirement to use a proprietary vendor management, procurement, or invoice program.
For questions contact: Brent Sherman
Email: bsherman(a)esri.com Phone: (909) 793-2853 x1254
The items on this quotation are subject to and governed by the terms of this quotation and of your signed agreement with Esri, if applicable, and the
most current product specific scope of use document found at http://www.esri.com/—/media/Files/Pdfs/legal/pdfs/e300.pdf. If no such agreement covers
any item, then Esri's standard terms and conditions, and current product specific scope of use, found at http://www.esri.com/legal/software-license apply
to your purchase of that item. 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 of this quotation is limited to the terms of this quotation. State and local government entities
in California or Maryland buying under the State Contract are also subject to the terms and conditions found at http://www.esri.com/legal/supplemental-
terms-and-conditions. 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 Esrfs offerings. The
quotation information is confidential and may not be copied or released other than for the express purpose of system selection and purchase/license.
The information may not be given to outside parties or used for any other purpose without consent from Environmental Systems Research Institute, Inc.
(Esri). Delivery is FOB Origin.
If sending remittance, please address to: Esri, P.O. Box 741076, Los Angeles, CA 90074-1076
SHERMANB This offer is limited to the terms and conditions incorporated and attached herein.
Esri Use Only:
Cust. Name
Cust. #
PO # _
Esri Agreement #
SMALL ENTERPRISE AGREEMENT
COUNTY AND MUNICIPALITY GOVERNMENT
(E214-3)
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esr WHERE'
.rOF
This Agreement is by and between the organization identified in the Quotation ("Customer") and Environmental
Systems Research Institute, Inc. ("Esri").
This Agreement sets forth the terms for Customer's use of Products and incorporates by reference (i) the
Quotation and (ii) the Master 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 Master Agreement. This Agreement shall be governed by and
construed in accordance with the laws of the state in which Customer is located without reference to conflict of
laws principles, and the United 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 (Single Use)
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 Servers
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) Professional subscription to ArcGIS
Developer*
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 2 ArcGIS Enterprise Named Users
5 Insights for ArcGIS for use with ArcGIS Enterprise
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 1 of 6 January 26, 2018
Customer 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 CUSTOMER'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 Customer'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:
e_'►44 o -C COc.4-artoa
(Custom &)
By � �� �^ ._- t .L_ —
Authorized,S�*ignature
Printed Name:
Title. M f
Date: 7/16 I 'G
j�p CUSTOMER CONTACT INFORMATION
Contact: _ C .1(�.Vf iS `mac U AA("+ Telephone: (�t(0 29 (-
Address: I r 1M J i be- -c u Fax:
City, State, Postal Code: _2c"S.2 [Gt) Z (xio3
Country: us k
Quotation Number (if applicable):
E-mail: CV\(k,S_ LAOUCQVOy 0— co✓i-0000 'icy ,'Or,
Page 2 of 6 January 26, 2018
1.0—ADDITIONAL DEFINITIONS
In addition to the definitions provided in the Master
Agreement, the following definitions apply to this
Agreement:
"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.
"Deploy", "Deployed" and "Deployment" mean to
redistribute and install the Products and related
Authorization Codes within Customer's
organization (s).
"Fee" means the fee set forth in the Quotation.
"Maintenance" means Tier 2 Support, Product
updates, and Product patches provided to Customer
during the Term of Agreement.
"Master Agreement" means the applicable master
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
master agreement or license agreement that
supersedes such electronically acknowledged
master 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 Customer.
"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 Customer's point of
contact(s) to provide all Tier 1 Support within
Customer's organization(s).
"Tier 1 Support" means the Technical Support
provided by the Tier 1 Help Desk.
"Tier 2 Support" means the Esri Technical Support
provided to the Tier 1 Help Desk when a Case
cannot be resolved through Tier 1 Support.
2.0—ADDITIONAL GRANT OF LICENSE
2.1 Grant of License. Subject to the terms and
conditions of this Agreement, Esri grants to
Customer 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 of
Agreement (i) for the applicable Fee and (ii) in
accordance with the Master Agreement.
2.2 Consultant Access. Esri grants Customer the
right to permit Customer's consultants or
contractors to use the Products exclusively for
Customer's benefit. Customer 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
Customer. Access to or use of Products by
consultants or contractors not exclusively for
Customer's benefit is prohibited. Customer 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 Customer locations, except for the
purpose of hosting the Software or Data on
Contractor servers for the benefit of Customer.
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. Customer
is only authorized to use Products during the
Term of Agreement. For an Agreement with a
limited term, Esri does not grant Customer 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 upon 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
Page 3 of 6 January 26, 2018
Customer is unable to secure funding through
the legislative or governing body's approval
process.
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.
a. Tier 1 Support
1. Customer will provide Tier 1 Support
through the Tier 1 Help Desk to all
Customer's authorized users.
2. The Tier 1 Help Desk will be fully trained in
the Products.
Page 4 of 6 January 26, 2018
3.
At a minimum, Tier 1 Support will include
those activities that assist the user in
4.0—PRODUCT UPDATES
resolving how-to and operational questions
as well as questions on installation and
4.1 Future Updates. Esri reserves the right to
troubleshooting procedures.
update the list of Products in Table A—List of
Products by providing written notice to
4.
The Tier 1 Help Desk will be the initial point
Customer. Customer may continue to use all
of contact for all questions and reporting of a
Products that have been Deployed, but support
Case. The Tier 1 Help Desk will obtain a full
and upgrades for deleted items may not be
description of each reported Case and the
available. As new Products are incorporated into
system configuration from the user. This
the standard program, they will be offered to
may include obtaining any customizations,
Customer via written notice for incorporation into
code samples, or data involved in the Case.
the Products schedule at no additional charge.
Customer's use of new or updated Products
5.
If the Tier 1 Help Desk cannot resolve the
requires Customer to adhere to applicable
Case, an authorized Tier 1 Help Desk
additional or revised terms and conditions in the
individual may contact Tier 2 Support. The
Master Agreement.
Tier 1 Help Desk will provide support in such
a way as to minimize repeat calls and make
4.2 Product Life Cycle. During the Term of
solutions to problems available to
Agreement, some Products may be retired or
Customer's organization.
may no longer be available to Deploy in the
identified quantities. Maintenance will be subject
6.
Tier 1 Help Desk individuals are the only
to the individual Product Life Cycle Support
individuals authorized to contact Tier 2
Status and Product Life Cycle Support Policy,
Support. Customer may change the Tier 1
which can be found at http://support.esri.com/en
Help Desk individuals by written notice to
/content/productlifecycles. Updates for Products
Esri.
in the mature and retired phases may not be
available. Customer may continue to use
b. Tier 2 Support
Products already Deployed, but Customer will
not be able to Deploy retired Products.
1.
Tier 2 Support will log the calls received
from Tier 1 Help Desk.
5.0—MAINTENANCE
2.
Tier 2 Support will review all information
collected by and received from the Tier 1
Help Desk including preliminary documented
The Fee includes standard maintenance benefits
troubleshooting provided by the Tier 1 Help
during the Term of Agreement as specified in the
Desk when Tier 2 Support is required.
most current applicable Esri Maintenance and
Support Program document (found at
3.
Tier 2 Support may request that Tier 1 Help
http://www.esri.com/legal). At Esri's sole discretion,
Desk individuals provide verification of
Esri may make patches, hot fixes, or updates
information, additional information, or
available for download. No Software other than the
answers to additional questions to
defined Products will receive Maintenance.
supplement any preliminary information
Customer may acquire maintenance for other
gathering or troubleshooting performed by
Software outside this Agreement.
Tier 1 Help Desk.
4.
Tier 2 Support will attempt to resolve the
Case submitted by Tier 1 Help Desk.
Page 4 of 6 January 26, 2018
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).
6.0 -ENDORSEMENT AND PUBLICITY
This Agreement will not be construed or interpreted
as an exclusive dealings agreement or Customer'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. Customer will not seek any discount
from the OEM partner or Esri based on the
availability of Products under this Agreement.
Customer 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 of this Agreement,
Customer will provide Esri with a written report
detailing all Deployments. Upon request,
Customer 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
Customer and provide Authorization Codes to
activate the nondestructive copy protection
program that enables Customer to download,
operate, or allow access to the Products. If this
is a multi-year Agreement, Esri may invoice the
Fee before the annual anniversary date for each
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. Customer 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 Customer will pay any
such sales or use tax associated with the receipt
of tangible media.
8.2 Order Requirements. Esri does not require
Customer to issue a purchase order. Customer
may submit a purchase order in accordance with
its own process requirements, provided that if
Customer issues a purchase order, Customer
will submit its initial purchase order on the
Effective Date. If this is a multi-year Agreement,
Customer will submit subsequent purchase
orders to Esri at least thirty (30) calendar days
before the annual anniversary date for each
year.
a. All orders pertaining to this Agreement will be
processed through Customer's centralized point
of contact.
b. The following information will be included in
each Ordering Document:
(1) Customer 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 Customer is a commercial entity, Customer will
notify Esri in writing in the event of (i) a
consolidation, merger, or reorganization of Customer
with or into another corporation or entity;
(ii) Customer's acquisition of another entity; or (iii) a
transfer or sale of all or part of Customer'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 Customer's organization, that
portion of Customer's organization will transfer
the Products to Customer or uninstall, remove,
and destroy all copies of the Products.
Page 5 of 6 January 26, 2018
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, Customer will require any
successor entity to uninstall, remove, and
destroy the Products. This Agreement will
terminate upon such Ownership Change.
Page 6 of 6 January 26, 2018