3. 08/15/2016 Agreement1pesri-
June 28, 2016
Alan MacEachern
County of Monroe
1200 Truman Ave Ste 211
Key West, FL 33040
Dear Alan,
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
renewal will be effective on 10-15-2016 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
IS Maintenance on all Esri software deployed under this agreement
IN 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.
380 New York Street 909 793 2853
Redlands, California 92373-8100 usn infor@esri.com esri.com
■ 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,
Ali Fain
afain@esri.com
561-832-4116 *8742
Small Government ELA
oesn•
ENVIRONMENTAL SYSTEMS RESEARCH INSTITUTE, INC.
303 Evernia St.
Suite 300
West Palm Beach, FL 33401
Phone: (561) 832-4116 Fax: 561-832-1058
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: 0611612016 To: 0911412016
Quotation # 20489632
Date: June 16, 2016
Customer # 15220 Contract #
County of Monroe
Information Systems
1200 Truman Ave Ste 211
Key West, FL 33040
ATTENTION: Alan MacEachern
PHONE: (305) 453-8792
FAX: (305) 292-4401
Material Qty Description
Unit Price
Total
110037 1 Populations of 50,001 to 100,000 Small Government Term Enterprise
50,000.00
50,000.00
License Agreement
2016 payment for term 10/15/16 - 10/14/17
110037 1 Populations of 50,001 to 100,000 Small Government Term Enterprise
50,000.00
50,000.00
License Agreement
2017 Payment for term 10/15/17 - 10/14/18
110037 1 Populations of 50,001 to 100,000 Small Government Term Enterprise
50,000.00
50,000.00
License Agreement
2018 Payment for term 10/15/18 - 10/14/19
Item Total:
150,000.00
Subtotal:
150,000.00
Sales Tax:
0.00
Estimated Shipping & Handling(2
Day Delivery) :
0.00
Contract Pricing Adjust:
0.00
Total: $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: Ali Fain
Email: afain esri.com Phone: (561) 832-4116 x8742
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.esd.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
FAINA This offer is limited to the terms and conditions incorporated and attached herein.
Esri Use Only:
Cust. Name
esr*t PO##
PO #
Esri Agreement # 310801
Esri, 380 New York St., Redlands, CA 92373-8100 USA • TEL 909-793-2853 • FAX 909-793-5953
SMALL ENTERPRISE LICENSE AGREEMENT
COUNTY AND MUNICIPALITY
(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 USA 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 Ouantities
Desktop Software and Extensions
ArcGIS for Desktop Advanced
ArcGIS for Desktop Standard
ArcGIS for Desktop Basic
ArcGIS for Desktop Extensions: ArcGIS 3D Analyst,
ArcGIS Spatial Analyst, ArcGIS Geostatistical Analyst,
ArcGIS Publisher, ArcGIS Network Analyst, ArcGIS
Schematics, ArcGIS Workflow Manager for Desktop,
ArcGIS Data Reviewer
Server Software and Extensions
ArcGIS for Server Workgroup and Enterprise (Advanced,
Standard, and Basic)
ArcGIS for Server Extensions: ArcGIS 3D Analyst, ArcGIS
Spatial Analyst, ArcGIS Geostatistical Analyst, ArcGIS
Network Analyst, ArcGIS Schematics, ArcGIS Workflow
Manager for Server, ArcGIS Image Extension for 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 Standard Extensions: ArcGIS 3D
Analyst, ArcGIS Spatial Analyst, ArcGIS Network
Analyst
Limited Ouantities
One (1) Annual Subscription to Esri Developer
Network (EDN) Standard*
One (1) Esri CityEngine Advanced Single Use License
One (1) Esri CityEngine Advanced Concurrent Use
License
One (1) ArcGIS Online Subscription
One (1) Portal for ArcGIS Subscription
OTHER BENEFITS
One (1) ArcGIS Online subscription with specified named users and credits as determined in the program
description
Level 4
One (1) Portal for ArcGIS term subscription with specified named users as determined in the program
description
Level 4
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
Virtual Campus Annual User License allowance
10.000
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 I of 5 12.1.2015
Licensee may accept this Agreement by signing and returning the whole Agreement with a sales quotation, purchase order, or
other document ("Ordering Document) that matches the Quotation and references this Agreement. ADDITIONAL OR
CONFLICTING TERMS IN LICENSEE'S ORDERING DOCUMENT WILL NOT APPLY, AND THE TERMS OF
THIS AGREEMENT WILL GOVERN. Unless otherwise mutually agreed to, this Agreement is effective as of the date of
the last signature on the signature page ("Effective Date") or, if no date is provided with the signature, the date of Esri's
receipt of Licensee's Ordering Document incorporating this Agreement by reference.
Term of Agreement: 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:
Covt AM l50 C C
(Licensee)
By:
Authorized Signature
Printed Name: 2j LJAA1 MA C b4 C h f &-J
Title: orta cz,a
Date: -r -
Institute, Inc. (Esri)
By:
Chris
Manager, Commercial & Government Contracts
July 21, 2016
LICENSEE CONTACT INFORMATION
Contact: A1,Ad !MAFA CUk9r Telephone:
3v�- 3 � S _ 1/07
Address: /02, 05-0 0 aZ P Sk A S Fax:
Sa,9 M aa-Z
City, State, Postal Code: IC&4 4AA64
Country: L, A
Number (if applicable):
Heavilin, CLERK
ty
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G . L i !'T
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Page 2 of 5
Mopi" I: cdj^/-1 '1 -f,-1.. 6v✓
BOARD OF COUNTY COMMISSIONERS
OF MONROE COUNTY, LO A
By: /'71Z
M or, Wather Carruthers
12.1.2015
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.
"Incident" 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 (i) the applicable license
agreement incorporated by this reference that is found at
hitp://www.esri.com/legal/software-license; composed of
the General License Terms and Conditions (E204) and
Exhibit 1, Scope of Use (E300); and available in the
installation process requiring acceptance by electronic
acknowledgment or (ii) a signed license agreement
between the parties that supersedes such electronically
acknowledged license agreement.
"Maintenance" means Tier 2 Support, Product updates,
and Product patches provided to Licensee during the term
of this 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 Incident 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 I Help Desk when an Incident 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
Customer 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. The term of this Agreement and all licenses
hereunder will commence on the Effective Date and
continue for the duration identified on the signature
page, unless this Agreement is terminated earlier as
provided herein. Licensee is only authorized to use
Products during the term of this Agreement. For an
Agreement with a limited term, Esri does not grant
Licensee an indefinite or perpetual license to
Products.
3.2 No Use upon Agreement Expiration or
Termination. All Product licenses and all
Maintenance, Esri Virtual Campus access, 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 be given
a period of 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
Page 3 of 5
12.1.2015
funding through the legislative or governing body's
approval process.
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 this
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 bM:Hsiipport.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 for the term of this Agreement, but
Licensee will not be able to Deploy retired Products.
5.0—MAINTENANCE
The Fee includes standard maintenance benefits specified
in the most current applicable Esri Standard Maintenance
Program document (found at hqp://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 an
Incident. The Tier 1 Help Desk will obtain a full
description of each reported Incident and the
system configuration from the user. This may
include obtaining any customizations, code
samples, or data involved in the Incident. The
Tier 1 Help Desk may also use any other
information and databases that may be developed
to satisfactorily resolve the Incident.
5. If the Tier 1 Help Desk cannot resolve the
Incident, 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
Incident submitted by Tier 1 Help Desk.
5. When the Incident 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 Licensee's endorsement
of Products. Either party may publicize the existence of
this Agreement.
Page 4 of 5 12.1.2015
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."RDERING, ADMINISTRATIVE
PROCEDURES, DELIVERY, AND
DEPLOYMENT
8.1 Orders, Delivery, and Deployment
a. Licensee will issue an Ordering Document upon
execution of this Agreement and annually thereafter
in accordance with the Quotation. Payment will be
due and payable within thirty (30) calendar days of
the anniversary date of the Effective Date, with the
initial payment due within thirty (30) calendar days
of execution of this Agreement. Esri's federal ID
number is 95-2775-732.
b. Upon receipt of the initial Ordering Document from
Licensee, Esri will authorize download of the
Products to Licensee for Deployment. If requested,
Esri will ship backup media to the ship -to address
identified on the Ordering Document, FOB
Destination, with shipping charges prepaid. For those
entities that avoid sales tax by downloading
deliverables, request for delivery or receipt of
tangible media may cause the Fee to be subject to
taxes. Licensee acknowledges that should such taxes
become due, Esri has a right to invoice and Licensee
will pay any such sales or use tax associated with its
receipt of tangible media.
c. Esri will provide Authorization Codes to activate the
nondestructive copy protection program that enables
the Products to operate.
8.2 Order Requirements
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 uninstall, remove, and
destroy or transfer the Products to Licensee.
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, and this
Agreement will terminate upon such Ownership
Change.
Page 5 of 5
12.1.2015
AMY NEAVILIN, CPA
CLERK Of CIRCUR COURT &COMPTROLLER
■oxnoe couxrr, Rona
DATE. August 15, 2016
TO: Alan MacEachern, Director
Information Technology
ATTN. Maria Guerra
Executive Assistant
FROM: Cheryl Robertson Executive Aide to the Clerk of Court & Comptroller OL
At the July 20, 2016 Board of County Commissioner's meeting the Board granted approval and
authorized execution of Item C17 Approval of a three (3) year agreement for the ESRI Small Municipal
and County Government Enterprise License Agreement with Environmental Systems Research Institute,
Inc. to access GIS software on an unlimited basis and include software maintenance as provided in quote
# 20489632. Total cost for 36 months is $150,000.00.
Enclosed is a duplicate original of the above mentioned for your handling. Should you have any
questions, please feel free to contact our office.
cc: County Attorney
Finance
File /
500 Whitehead Street Suite 101, PO Box 1980, Key West, FL 33040 Phone: 305-295-3130 Fox: 305-295-3663
3117 Overseas Highway, Marathon, FL 33050 Phone: 305-289-6027 Fax: 305-289-6025
88820 Overseas Highway, Plantation Key, FL 33070 Phone: 852-7145 Fax: 305-852-7146