HomeMy WebLinkAboutEnterprise Agreement - ESRI, Inc. - ArcGIS Hub Renewal1316 COUNTY -CITY BUILUNG
227 W-11ATERSON 130MA-VAR0
S S NDIANA 46601-1930
oi rr i j 11 r.ND. I
CITY OF Soui-yi BEND PETS BOTTKAEG, MAYOR
BOARD OF PUBLIC OR
September 25, 2018
Sarah Schrader
ESRI, Inc.
PO Box 741076
Los Angeles, CA
RE: Enterprise Agreement
Dear Ms. Schrader:
PIIONT, 574/235-9251
FAX 574/ 235-9171
The Board of Public Works, at its meeting held on September 25, 2018, approved the above
referenced agreement regarding ArcGIS Hub Renewal in the amount of $195,500.
Enclosed please find a copy of the agreement for your records.
If you have any .further questions regarding this matter, please call this office at (574) 235-
9251.
Sincerely,
Linda M. Martin, Clerk
Enclosure
GMy A. Gu,o'r SUZANNA M. FRrrmI:izG ELIZA BEITI i A. MARADIK JAMES A, MUELLER I'l I ERES E J. DoRAU
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: 0811512018 To: 1111312018
Quotation # 20534869
Date: August 15, 2018
Customer # 41024 Contract # ENTERPRISE
AGREEMENT
City of South Bend
Innovation and Technology
227 W Jefferson Blvd
South Bend, IN 46601-1830
ATTENTION: Santiago Garces
PHONE: (574) 235-5854
FAX: (574) 245-6209
97717 1 Year 3: Esri Enterprise Advantage Program (EEAP) - Annual subscription 86,000.00
designed to provide enterprise -wide visioning and geospatial enablement
through technical advisory, an annual planning meeting, a collaboratively
developed technical work plan, and access to exclusive quarterly
technology webcasts. The program also provides access to a combination
of consulting, premium support, and training services. This configuration
includes a one -day annual planning session; up to 100 Technical Advisor
hours; Quarterly Technology Webcasts and 100 Learning and Services
Credits, The Esri Advantage Program terms and conditions shall apply. If
not attached, or already incorporated into an existing and current Esri
master contract, these terms and conditions can be viewed on the web at
https:llwww.esri.com/en-us/legal/terms/services
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: Sarah Schrader Email: sschrader@esr€.cam Phone: 651-454-0600 ext 8392 I
x8392
The items on this quotation are subject to and governed by the terms of this quotation, the most current product specific scope of use document found
at http:ltwww.esri.com/—/media/Files/Pdfsllegal/pdfs/e3OO.pdf, and your applicable signed agreement with Esri. If no such agreement covers any item
quoted, then Esri's standard terms and conditions found at http://www.osri.com/—/medialFiles/Pdfa/legal/pdfs/ma-full/ma-full.pdf apply to your purchase
of that item. Federal government entitles and government prime contractors authorized under FAR 51.1 may purchase under the terms of Esri's GSA
Federal Supply Schedule. Supplemental terms and conditions found at http://www.esri.com/legialsupplemental-terms-and-conditions apply to same
state and local government purchases. All terms of this quotation will be incorporated into and become part of any additional agreement regarding Esri's
offerings. Acceptance of this quotation 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. The quotation information is confidential and may not be copiod 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 Esri. Delivery is FOB Origin.
If sending remittance, please address to: Esri, P.O. Box 741076, Los Angeles, CA 90074-1076
SCHRADERS This offer is limited to the terms and conditions incorporated and attached herein.
Esr! Use Only:
Cust. Name
oust. #
PO #
Esri Agreement #
SMALL. ENTERPRISE AGREEMEN T
COUNTY AND ML)NICIPAILITY GOVERNMENT
(E214-3)
T'l
esn111611
OF WHERE
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.
"I"abile 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
37,5,00 ArcGIS Onlline Service Credits
250 Level 2 ArcGIS Enterprise Named Users
5 Insights for ArcGIS for use with ArcGIS Enterprise
[011:147-9401421
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
Sellf-Paced e-Learning
Uncapped
Five percent (5%) discount on all individual commercialllly 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:
APP4WVXD
(Customer) 119ard gif- n1w �_�ka
, P
By:
Authorized Signature
Printed Name:
Title:
Date:
X4M to, I M I # I Z 111541012 � WM, F ff, 1 Kilf FIZA V W,
Contact: Telephone:
Address: Fax:
City, State, Postal Code:
Country:
Quotation Number (if appl'icable):
E-mail:
Page 2 of 6 January 26, 2018
1,.0-AI3Drrl0NAL_ 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,
I'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.qqM
/Leqal/software-license and available in the
installation process requiring acceptance by
electronic acknowledgment or (1i) 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 organ ization(s).
"Tier 1 Support" means the Technical Support
provided by the Tier I Help Desk.
"Tier 2 Support" means the Esri Technical Support
provided to the Tier I Help Desk when a Case
cannot be resolved through Tier 1 Support.
2.0���ADDITIONAL GRANT criz UCENSE
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.t ��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, e ' ither 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.
3.
At a minimum, Tier 1 Support will include
those activities that assist the user in
4.0—PRODuc-r UPDATE S
resolving how-to and operational questions
as welll 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 I Help, Desk will be the initial point
Customer. Customer may continue to use all
of contact for atl 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 I Help Desk cannot resolve the
requires Customer to adhere to applicable
Case, an authorized Tier I Help Desk
additional or revised terms and conditions in the
individual may contact Tier 2 Support, The
Master Agreement.
Tier I 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 httlD,:,/,/S_Ljl
Help Desk individuals by written notice to
..or.t...esri.com/ein
/contentlproductlifecycles. 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---MMINTENANCE
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.,e,s[Lcom/legal). At Esri's sole discretion.
Desk liindividuals 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 I Help Desk.
Page 4 of 6
January 26, 2018
5. When the Case isresolved, Tier 2Support
will communicate the information hoTier i
He|pDesk, and Tier 1HapDesk will
disseminate the resolution (othe uoer(m).
This Agreement wil�lnot keconstrued or interpreted
as amexclusive dealings agreement or Customer's
endorsement ofProducts. Either party may publicize
the existence of this Agreement.
7.0~ADMINISTRATIVE REQUIREMENTS
Ii OEM Licenses. Under EornOEM nrSolution
OEM programs, OEM partners are authorized to
embed or bundle portions cfEnriproducts and
services with their application mrservice, 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 orEshbased mnthe
availability ofProducts under this Agreement.
Customer will not deuoop8aEmhproducts or
services from the OEM partners' application or
service.
7.2AnnuoUReport ofDeployments. Adeach
anniversary date and ninety (@O) calendar days
prior tothe expiration ofthis Agreement,
Customer will provide Eoriwith mwritten report
detailing all Deployments. Upon request,
Customer will provide reoordasufficient toverify
the accuracy cfthe annual report.
ADNNHSTRAlxVE
PROCIEDURE,s,DELtVERY,AND
DEPLOYMENT
8.1 Orders, Delivery, and Deployment
a. Upon the Effective Date, Eariwill invoice
Customer and provide Authorization Codes to
activate the nondestructive copy protection
program that enables Customer todownload,
openate, or allow access to the Products. If this
is a mu|ti'yemrAgreomnent. Eari may invoice the
Fee before the annual anniversary date for each
year.
b. Undisputed invoices will bedue and payable
within thirty (30) calendar days from the date of
invoice. Emri"afedena| |O number is 05-2775'732.
c:. If requested, Eeh will ship backup media tothe
ship -to address identified omthe Ordering
Document, FOB Destination, with shipping
charges prepaid. Customer acknowledges that
should sales mruse taxes becomedue ase
result of any shipments oftangible nmedim. Eari
has oright toinvoice and Customer will pay any
such sales oruse tax associated with the receipt
of tangible media.
8^2Order Requirements. Eehdoes not require
Customer toissue apurchase order, Customer
may submit apurchase order imaccordance with
its own process meguinemento, provided that if
Customer issues apurchase order, Customer
will submit its initial purchase order onthe
Effective Date. |fthis |semulti-year Agreement,
Customer will submit subsequent purchase
orders LoEahsdleast thirty (3O)calendar days
before the annual anniversary date for each
year.
a. All orders pertaining tmthis Agreement will bm
processed through Customer's centralized point
of contact.
b. The following information will bmincluded in
each Ordering Document:
(1) Customer name; Earcustomer number, if
known; and bill -to and ship -to addresses
(2) Order number
(3) Applicable annual payment due
9.0~�MERGERS,Ac(juUs00ONS,OR
DIVESTITURES
|fCustomer ismcommercial entity, Customer will
notify Esh in writing in the event of(i) a
consolidation, morger, urreorganization ufCustomer
with orinto another corporation orentity;
(H) Customer's acquisition mfanother entity; or (iiQ a
transfer orsale ofall orpart ofC}mabome�s-
orgonizaLiom(oubnmctionni ii.and ||i.00UKectiw*|y
referred toao"Ownership Chmnge').There will be
nodecrease imFee aoaresult ofany Ownership
Change.
9'1 |fmnOwnership Change increases the
cumulative program count beyond the maximum
|emaUfor this Agreement, Eori reserves the right
toincrease the Fee mrterminate this Agreement
and the parties will negotiate anew agreement.
9'3|femOwnership Change results |ntransfer or
oa|a of portion of Customer's urganizmtkom, that
portion of Customer's organization will transfer
the Products to Customer or uninstuU. nymowa.
9,3 This Agreement may not be assigned to a
successor entity as a result of an Ownership
Change unless approved by Esrj 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 wild
terminate upon such Ownership Change.
Page 6 of 6
January 26, 2018
IN%!: =11,11)
August 10, 2018
Santiago Garces
City of South Bend
227 W Jefferson Blvd
South Bend, fN 46601
Dear Mr. Garces,
Regarding our previous discussions, I am presenting a proposal for ArcGIS Flub (The Hub) to
support your initiative -based public engagement strategy at the City of South Bend. ArcGIS
Hub allows customers to organize and engage communities of interest around policy initiatives.
The Hub is based on and extends the city's enterprise GIS. It uses data, visualization, analyties,
and collaboration technology to support data -driven work on policy initiatives and measure the
impacts.
One such initiative is the city's Vacant to Value process to engage private citizens and public
partners in transforming vacant lots into valuable resources for the community. Over the past
several months, city staff have been working closely with the Esri team as part of the ArcGIS
Hub Early Adopter program to build out a proof -of- concept ArcGIS Hub site to support this
initiative. We look forward to seeing these resources in production to best engage and support
your public constituents.
ArcGIS Hub provides, great value to the city as it provides users secure identity -based access to
many city resources including:
* ArcGIS Online:
o The Hub is based on a new type of ArcGIS Online Account, called an ArcGIS
Online Community Account. This ArcGIS Online Community Account is
provisioned with 50,000 Level 2 named users and 25,000 annual service
credits. These user accounts provide valuable access to resources but also
allows city staff the critical tools to assure proper QA/QC of the data submitted
by users.
* ArcGIS OnlineApps:
o All of the Esri non -premium (no fee) apps that are either included with ArcGIS
Online, or available from the AreGIS Marketplace are available for use with
the Hub.
* Community Analyst:
o 5 Community Analyst add-ons will be allocated to the ArcGIS Online
Organization Account in order for custom infographic reports to be authored by
the city for the community to consume in the Hub.
Page 1 of 2
• Demographic & Living Atlas Data:
o The Hub will also include access to the Living Atlas as well as demographic
data that can be used to enhance analysis and provide context.
Below are the proposed payment terms for the the ArcGIS flub subscription, which will follow
the city's existing Enterprise Agreement three-year term.
Annual ArcGIS Hub $7,000,* $14,000 $14,000 $35,000
Subscription Fee
*Year I subscription is discounted 50% due to the citysparticil-mlion in the Esri Early Adopter
prograin for ArcGIS .Hub
Esri and City of South Bend have a long and rich history working togetherA appreciate the
opportunity to present you with this proposal, and I believe it will greatly benefit your
organization. Please let me know if you have any questions or concerns about this proposal.
Thank you very much for your consideration.
Best regards,
Sarah Schrader
Esri Account Manager
Page 2 of 2
1
GesnD Quotation # 20534869
Date: August 15, 2018
Environmental Systems Research Institute, Inc. Customer # 41024 Contract # ENTERPRISE
380 New York St AGREEMENT
Redlands, CA 92373-8100 City of South Bend
Phone: 909-793-2853 Fax: 909-307-3049 Innovation and Technology
DUNS Number: 06-313-4175 CAGE Code: OAMS3 227 W Jefferson Blvd
To expedite your order, please attach a copy of South Bend, IN 46601-1830
this quotation to yourpurchase order. ATTENTION: Santiago Garces
Quote is valid from: 0811512018 To: 1111312018 PHONE: (574) 235-6854
FAX: (574) 245-6209
Material
Qty Description
knit Price
Total
110037
1 Year 1: Populations of 50,001 to 100,000 Small Government Term
50,500.00
50,500.00
Enterprise License Agreement
154295
1 Year 1: Drone2Map for ArcGIS Enterprise Term License
1,500.00
1,500,00
157022
1 Year 1: ArcGIS Developer Builder Annual Subscription
1,500.00
1,500.00
110037
1 Year 2: Populations of 50,001 to 100,000 Small Government Term
50,500.00
50,500.00
Enterprise License Agreement
154295
1 Year 2: Drone2Map for ArcG1S Enterprise Term License
1,500.00
1,500.00
157022
1 Year 2: ArcGIS Developer Builder Annual Subscription
1,500.00
1,500.00
110037
1 Year 3: Populations of 50,001 to 100,000 Small Government Term
50,500.00
50,500.00
Enterprise License Agreement
154295
1 Year 3: Drone2Map for ArcGIS Enterprise Term License
1,500.00
1,500.00
157022
1 Year 3: ArcGIS Developer Builder Annual Subscription
1,500.00
1,500.00
Item Total:
160,500.00
Subtotal:
160,5Q0.00
Sales Tax:
0.00
Estimated Shipping & Handling(2 Day Delivery) :
0.00
Contract Pricing Adjust:
0.00
Total:
$160,500.00
The following Items are optional items listed for your convenience.
These items are not included in the totals of this quotation.
Material
Qty Description
Unit Price
Total
116997
3 Small Enterprise License Agreement Training Package at ESRI Site 21
4,025.00
12,075.00
Days Prepaid ILT 1 ILV, Over 3 Year Term, Per Student Seat, 7 Days per
Annum Instructor Led Training
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: Sarah Schrader Email: ssehrader@esri.com Phone: 651-454-0600 ext 8392
x8392
The items on this quotation are subject to and governed by the terms of this quotation, the most current product specific scope of use document found
at http:llwww.esri.coml—lmedia/FileslPdfs/legal/pdfs/e30G.pdf, and your applicable signed agreement with Esri. If no such agreement covers any item
quoted, then Esri's standard terms and conditions found at http:llwww.osri.coml—lmedialFiles/Pdfstlegal/pdfs/ma-full/ma-full.pdf 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. Supplemental terms and conditions found at http:llwww.esri.com/legla/supplemental-terms-and-conditions apply to some
state and local government purchases. All terms of this quotation will be incorporated into and become part of any additional agreement regarding Esr's
offerings. Acceptance of this quotation 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. The quotation information is confidential and may not be copied or
released other than for the express purpose of system selection and purchasellicense. The information may not be given to outside parties or used for
any other purpose without consent from Esri. Deiivery is FOB Origin.
If sending remittance, please address to: Esri, P.D. Box 741076, Los Angeles, CA 90074-1076
SCHRADERS This offer is limited to the terms and conditions incorporated and attached herein.
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: 0811512018 To: 1111312018
Quotation # 20534869
Date: August 15, 2018
Customer # 41024 Contract # ENTERPRISE
AGREEMENT
City of South Bend
Innovation and Technology
227 W Jefferson Blvd
South Bend, IN 46601-1830
ATTENTION: Santiago Garces
PHONE: (574) 235-5854
FAX: (574) 245-6209
97717 1 Year 1: Esri Enterprise Advantage Program (EEAP) - Annual subscription 86,000.00 86,000.00
designed to provide enterprise -wide visioning and geospatial enablement
through technical advisory, an annual planning meeting, a collaboratively
developed technical work plan, and access to exclusive quarterly
technology webcasts. The program also provides access to a combination
of consulting, premium support, and training services. This configuration
includes a one -day annual planning session; up to 100 Technical Advisor
hours; Quarterly Technology Webcasts and 100 Learning and Services
Credits. The Esri Advantage Program terms and conditions shall apply. If
not attached, or already incorporated into an existing and current Esri
master contract, these terms and conditions can be viewed on the web at
https:Nwww.esri.comlen-us/legal/terms/services
97717 1 Year 2: Esri Enterprise Advantage Program (EEAP) - Annual subscription 86,000.00 86,000.00
designed to provide enterprise -wide visioning and geospatial enablement
through technical advisory, an annual planning meeting, a collaboratively
developed technical work plan, and access to exclusive quarterly
technology webcasts. The program also provides access to a combination
of consulting, premium support, and training services. This configuration
includes a one -day annual planning session; up to 100 Technical Advisor
hours; Quarterly Technology Webcasts and 100 Learning and Services
Credits. The Esri Advantage Program terms and conditions shall apply. If
not attached, or already incorporated into an existing and current Esri
master contract, these terms and conditions can be viewed on the web at
https://www.esri.comlen-us/iagal/terms/services
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: Sarah Schrader Email: sschraderlgDesri.com Phone: 651-454-0600 ext 8392
x8392
The items on this quotation are subject to and governed by the terms of this quotation, the most current product specific scope of use document found
at http:llwww.esri.com/—lmedia/FileslPdfs/legal/pdfs/e300.pdf, and your applicable signed agreement with Esri. If no such agreement covers any item
quoted, then Esri's standard terms and conditions found at http://www,esri.coml—lmedia/FileslPdfstlegaf/pdfs/me-€ull/ma-full.pdf 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. Supplemental terms and conditions found at http:llwww.esri.com/legla/supplemental-terms-and-conditions apply to some
state and local government purchases. All terms of this quotation will be incorporated into and become part of any additional agreement regarding Esri's
offerings. Acceptance of this quotation 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. The quotation information is confidential and may not be copied or
released other than for the express purpose of system selection and purchasellicense. The information may not be given to outside parties or used for
any other purpose without consent from Esri. Delivery is FOB Origin.
If sending remittance, please address to: Esri, P.O. Box 741076, Los Angeles, CA 90074-1076
SCHRADERS This offer is limited to the terms and conditions incorporated and attached herein.
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: 0 8115120 18 To: 11/1312018
Quotation # 20534869
Date: August 15, 2018
Customer # 41024 Contract # ENTERPRISE
AGREEMENT
City of South Bend
Innovation and Technology
227 W Jefferson Blvd
South Bend, IN 46601-1830
ATTENTION: Santiago Garces
PHONE: (574) 235-5854
FAX: (574) 245-6209
97717 1 Year 3: Esri Enterprise Advantage Program (EEAP) - Annual subscription 86,000.00
designed to provide enterprise -wide visioning and geospatial enablement
through technical advisory, an annual planning meeting, a collaboratively
developed technical work plan, and access to exclusive quarterly
technology webcasts. The program also provides access to a combination
of consulting, premium support, and training services. This configuration
includes a one -day annual planning session; up to 100 Technical Advisor
hours; Quarterly Technology Webcasts and 100 Learning and Services
Credits. The Esri Advantage Program terms and conditions shall apply. If
not attached, or already incorporated into an existing and current Esri
master contract, these terms and conditions can be viewed on the web at
https://www.osri.com/en-us/legal/terms/services
Esri may charge a fee to cover expenses related to any customer requirement to use a proprietary vendor management, procurement, or invoice program,
iFor questions contact: Sarah Schrader Email: sschrader@esri.com Phone: 651-454-0600 ext 8392
i x8392
The items on this quotation are subject to and governed by the terms of this quotation, the most current product specific scope of use document found
at http:l/www.esri.com/—Imedia/Files/Pdfsllegalfpdfsle300.pdf, and your applicable signed agreement with Esri. If no such agreement covers any item
quoted, then Esri's standard terms and conditions found at http://www,esri.com/—/medialFiles/Pdfs/legal/pdfs/ma-full/ma-full.pdf 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. Supplemental terms and conditions found at http:l/www.esri.com/iegla/supplemental-terms-and-conditions apply to some
state and local government purchases. All terms of this quotation will be incorporated into and become part of any additional agreement regarding Esri's
offerings, Acceptance of this quotation 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. 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 Esri. Delivery is FOB Origin.
If sending remittance, please address to: Esri, P.O. Box 741076, Los Angeles, CA 90074-1076
SCHRADERS This offer is limited to the terms and conditions incorporated and attached herein.
Esri Use Only:
Cust. Name
Oust. #
PO #
Esri Agreement
SMALL ENTERPRISE AGREEMENT
COUNTY AND MUNICIPALITY GOVERNMENT
(E214-3)
T14E SC16CE
OF
Oesi i i WHERE"
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: (1) the
Quotation, (fl) this Agreement, and (lij) 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 Tabte A.
Table A
List of Products
Uncapped Quantities
Desktop Software and Extensions (Single Use)
ArcG,IS 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
DeveloplerTools
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 Namedl 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
Maximum number of sets of backup media, if requested"
4
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)
*Mlaintenance 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 thiis Agreement.
Accepted and Agreed: AppUQVSD
81aA of PtAfic Works
A
(Customer)
By: 4
Authorized Cigna fue
Printed Name:
Title: Xt
Date:
Contact:
Address:
City, State, Postal Code:
Country:
Quotation Number (if applicable):
cusToMER CONTACT INFORMATION
Telephone:
Fax:
E-mail:
Page 2 of 6 January 26, 2018
1.0—ADD11TIONAI.. 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,coim
/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 organ ization (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 I 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 (!I) in
accordance with the Master Agreement,
22 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, TERMINIATION, 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.
13 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 foilow-on agreement will be the day
after the expiration date of this Agreement.
a. Tier 'I Support
1. Customer will provide Tier 1 Support
through the Tier I Help Desk to all
Customer's authorized users,.
2. The Tier I Help Desk will be fully trained in
the Products.
1
At a minimum, Tier 1 Support will include
those activities that assist the user in
4.,O--- PRODui c-r UPDATES
resolving how-to and operational questions
as well as questions on installation and
4.1 Future Updates. Esh 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 I 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
avaiWblle. As new Products are Incorporated into
system configuration from the user. This
the standard program, they will Ibe 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 I 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
soluitions 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 wW 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 httr)1/suDoort.esrLcom/en
Help Desk individuals by written notice to
/content/productlifecyIles. 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,
2.
Tier 2 Support will review all information
5ate --MAINTENANCE
collected by and received from the Tier 1
Help Desk including preliminary documented
The Fee includes standard maintenance benefits
troubleshooting provided by the Tier I 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
h1!E,//www.esri.com/IegaI). 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 I 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. Whien the Case is resolved, Tier 2 Support
will communicate the information to Tier I
Help Desk, and Tier I Help Desk will
disseminate the resolution to the user(s).
6. 0---.-END RISEMENT 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 Esrl'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 . 00RD ERIN(,;,, ADIVIIIINtSTRA"FIVE
PROCEDURES, DELIVERY, ANID
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 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. EsWs federal ID number lis 95-2775-732,
c., If requested, IEsrl 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 wiillll 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 wi.iI be included in
each Ordering Document:
(1) Customer name; Esri customer number, if
known; and bill -to and'shiip-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 (ill) 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.
9A 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
93 This Agreement may not be assigned to a
successor entity as a result of an Ownership
Change unilless approved by Esri in, writing in
advance. If the assignment to the new entity is
not approved, Customer will require any
successor entiity to uninstall, remove, and
destroy the Produicts. This Agreement will
terminate upon such Ownership Change,
Page 6 of 6 January 26, 2016
Date
Name
BOARD OF PUBLIC WORKS
AGENDA ITEM RE, VIEW RE' QUEST +SST FORM
y i • i
D]I s .,1 «
Department Innovation
BPW Date 9-22-18 Phone Extension 7652
Legal ® Attorney fume Kennedy
Controller ® Controller review is required for all Contracts $5,000.00 or more and
greater than one year in length per the City Purchasing Policy
Purchasing ❑
H
Agreement U Contract L] Proposal U Addendum
❑'
Professional Services ❑ Resolution
❑
Bid Opening ❑ Bid Award ❑ Req. to Advertise ❑ Title Sheet
❑
Quote Opening ❑ Quote Award
❑
Change Order No. 0 C/O & PCA No. ❑ PCA
❑
Ease/Encroach. ❑ Traffic Control
f IOther:
Company or Vendor Dame ESRI
New Vendor
❑ Yes Z No ❑ If Yes, Approved by Purchasing
MBEANBE Contractor
E] MBE ❑ WBE
MBEA NBE Contractor
Requested ❑ No ❑ Yes Name of Company
Project Name
Project Number
_
Funding Source
IT' Operating Budget
Account No,
27-0672-415-36-04
Amount
$195,500
Terms of Contract
10/1/2018 — 10/1/2021
Purpose/Description
Enterprise agreement and Hub renewal
® Required Contractor's Certification Form attached' (Non -
Collusion, Non-Discdmli nation, Non -Debarment, E-Verify, Iran, etc,
Required
For Change Orders Only
Amount of ❑
Increase $
❑
Decrease $
Previous Amount
$
Current Percent of Change: %
New Amount
$
Total Percent of Change: %
Dispersal After Approval
Copy Original
❑ ❑
Dan O'Connor
® ❑
Shawn Delahanty
0 ❑
,ten Hockehull