2. 07/20/2016 Agreement AMY HEAVILIN, CPA
CLERK OF CIRCUIT COURT & COMPTROLLER •
MONROE COUNTY,FLORIDA
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 et
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 Fax: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
•
esrr
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
• Maintenance on all Esri software deployed under this agreement
• Complete flexibility to deploy software products when and where needed
The following business terms and conditions will apply:
• All current departments,employees,and in-house contractors of the organization will be eligible
to use the software and services included in the ELA.
• If your organization wishes to acquire and/or maintain any Esri software during the term of the
agreement that is not included in the ELA, it may do so separately at the Esri pricing that is
generally available for your organization for software and maintenance.
• The organization will establish a single point of contact for orders and deliveries and will be
responsible for redistribution to eligible users.
• The organization will establish a Tier I 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 ma inlooesn.soot esn.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 e-mail: service@esri.com
Attn: Customer Service SG-ELA fax documents to: 909-307-3083
380 New York Street
Redlands,CA 92373-8100
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 2
•
' •
esrr Quotation # 20489632
Date: June 16, 2016
ENVIRONMENTAL SYSTEMS RESEARCH INSTITUTE, INC. Customer# 15220 Contract#
303 Evernia St. County of Monroe
Suite 300 Information Systems
West Palm Beach, FL 33401 1200 Truman Ave Ste 211
Phone: (561)832-4116 Fax: 561-832-1058 Key West, FL 33040
DUNS Number: 06-313-4175 CAGE Code: OAMS3
To expedite your order,please attach a copy of ATTENTION: Alan MacEachern
this quotation to your purchase order. PHONE: (305)453-8792
Quote is valid from:06/16/2016 To: 09/14/2016 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 8 Handling(2 Day Delivery): 0.00
Contract Pricing Adjust: 0.00
Total: $150,000.00
Esd 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: afaindMsri cow 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 Esd,if any,or,where applicable,Esn's
standard terms and conditions at www.esd.comllegal,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:
w Y CI Cust.Name
e4 PO
J N
Esri Agreement#31U801
Esn,380 New York St.,Redlands,CA 92373-0100 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 Quantities Developer Tools
Desktop Software and Extensions ArcGIS Engine
ArcGIS for Desktop Advanced ArcGIS Engine Extensions: AreGIS 3D Analyst,
ArcGIS for Desktop Standard ArcGIS Spatial Analyst,ArcGIS Engine Geodatabase
ArcGIS for Desktop Basic Update,ArcGIS Network Analyst,ArcGIS Schematics
ArcGIS for Desktop Extensions: AreGIS 3D Analyst, ArcGIS Runtime Standard
ArcGIS Spatial Analyst,ArcGIS Geostatistical Analyst, ArcGIS Runtime Standard Extensions:ArcGIS 3D
ArcGIS Publisher,ArcGIS Network Analyst,ArcGIS Analyst,AreGIS Spatial Analyst,AreGIS Network
Schematics,ArcGIS Workflow Manager for Desktop, Analyst
ArcGIS Data Reviewer
Limited Quantities
Server Software and Extensions One(1)Annual Subscription to Esri Developer
ArcGIS for Server Workgroup and Enterprise(Advanced, Network(EDN)Standard*
Standard,and Basic) One(1)Esri CityEngine Advanced Single Use License
ArcGIS for Server Extensions: ArcGIS 3D Analyst,ArcGIS One(1)Esri CityEngine Advanced Concurrent Use
Spatial Analyst,ArcGIS Geostatistical Analyst,ArcGIS License
Network Analyst,ArcGIS Schematics,ArcGIS Workflow One(1)ArcGIS Online Subscription
Manager for Server,ArcGIS Image Extension for Server One(1)Portal for ArcGIS Subscription
OTHER BENEFITS
One(1)ArcGIS Online subscription with specified named users and credits as determined in the program Level 4
description
One(I)Portal for ArcGIS term subscription with specified named users as determined in the program Level 4
description
Number of Esri User Conference registrations provided annually 4
Number of Tier I 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 12.12015
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:
/4 i J(o.E Coo(A t 60 cc Envn R:-:.rch Institute,Inc.(Esri)
(Licensee) /J
By: & d //t-
Authorized Signature ,[ Chris Johnso
Printed Name: AMA/ MA C 1A'C if e/✓ Manager,Commercial&Government Contracts
/ rr July 21,2016
Title: ^rci trot"IJ
Date: 07/2 cy//6
,,AA LICENSEE CONTACT INFORMATION / G.� Cr
Contact: /I/A r✓ PAAC,MA CE/keel Telephone: '3 C C - 3‘ / / 0 /
Address: /Val USA O✓F 2SYAS NW? Fax:
5a€_n 2aa_
City, State,Postal Code: r,..&_y Gf E,, Fi 74U)7 E-mail: MAc /tdU C/✓-/ LAA"t-
Country: &tci ' Motje-tl£ Cc/-rti -FL. 4ov
Quotation Number(if applicable):
BOARD OF COUNTY COMMISSIONERS
-nl I OF TCOUNTY. LO
A
4ft-ii Heavilin, CLERK
2 /it la2.ti 50-11 By:
V ty C. r M or, ether Carruthers
$-/SRO
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4 H O Pagc 2 of 12.1.2015
i
1.0—ADDITIONAL DEFINITIONS 2.0-ADDITIONA I.GRANT OF LICENSE
In addition to the definitions provided in the License 2.1 Grant of License.Subject to the terms and
Agreement,the following definitions apply to this conditions of this Agreement, Esri grants to Licensee
Agreement: a personal,nonexclusive,nontransferable license
solely to use,copy,and Deploy quantities of the
"Deploy","Deployed"and "Deployment"mean to Products listed in Table A—List of Products for the
redistribute and install the Products and related term provided on the first page(i)for the applicable
Authorization Codes within Licensee's organization(s). Fee and(ii)in accordance with the License
Agreement.
"Fee" means the fee set forth in the Quotation.
2.2 Consultant Access.Esri grants Licensee the right to
"Incident" means a failure of the Software or Online permit Licensee's consultants or contractors to use the
Services to operate according to the Documentation Products exclusively for Licensee's benefit. licensee
where such failure substantially impacts operational or will be solely responsible for compliance by
functional performance. consultants and contractors with this Agreement and
will ensure that the consultant or contractor
"License Agreement" means(i)the applicable license discontinues use of Products upon completion of
agreement incorporated by this reference that is found at work for Licensee. Access to or use of Products by
http://www.esri.cont/legal/software-license;composed of consultants or contractors not exclusively for
the General License Terms and Conditions(E204)and Licensee's benefit is prohibited.Licensee may not
Exhibit I,Scope of Use(E300);and available in the permit its consultants or contractors to install
installation process requiring acceptance by electronic Software or Data on consultant,contractor,or third-
acknowledgment or(ii)a signed license agreement party computers or remove Software or Data from
between the parties that supersedes such electronically Customer locations,except for the purpose of hosting
acknowledged license agreement. the Software or Data on Contractor Servers for the
benefit of Licensee.
"Maintenance"means Tier 2 Support,Product updates,
and Product patches provided to Licensee during the term
of this Agreement. 3.0-TERM,TERMINATION,AND EXPIRATION
"Product(s)" means the products identified in Table A— 3.1 Term.The term of this Agreement and all licenses
List of Products and any updates to the list Esri provides hereunder will commence on the Effective Date and
in writing. continue for the duration identified on the signature
page,unless this Agreement is terminated earlier as
"Quotation" means the offer letter and quotation provided herein. Licensee is only authorized to use
provided separately to Licensee. Products during the term of this Agreement.For an
Agreement with a limited term,Esri does not grant
"Technical Support" means the technical assistance for Licensee an indefinite or perpetual license to
attempting resolution of a reported Incident through error Products.
correction,patches,hot fixes,workarounds,replacement
deliveries,or any other type of Product corrections or 3.2 No Use upon Agreement Expiration or
modifications. Termination. All Product licenses and all
Maintenance,Esri Virtual Campus access,and Esri
"Tier I Help Desk" means Licensee's point of contact(s) User Conference registrations terminate on expiration
to provide all Tier I Support within Licensee's or termination of this Agreement.
- -- organizations}-
3.3 Termination fora Material Breach. Either party
"Tier 1 Support" means the Technical Support provided may terminate this Agreement for a material breach
by the Tier I Help Desk. by the other party.The breaching party will be given
a period of thirty(30)days from the date of written
"Tier 2 Support"means the Technical Support provided notice to cure any material breach.
to the Tier I Help Desk when an Incident cannot be
resolved through Tier 1 Support.Licensee will receive 3.4 Termination for Lack of Funds.For an Agreement
Tier 2 Support from Esri. with government or government-owned entities,
either party may terminate this Agreement before any
subsequent year if Licensee is unable to secure
Page 3 of5 12.1 2015
funding through the legislative or governing body's 4. The Tier 1 Help Desk will be the initial points of
approval process. contact for all questions and reporting of an
Incident. The Tier I Help Desk will obtain a full
4.0—PRODUCT UPDATES description of each reported Incident and the
system configuration from the user.This may
include obtaining any customizations,code
4.1 Future Updates.Esri reserves the right to update the samples,or data involved in the Incident.The
list of Products in Table A—List of Products by Tier I Help Desk may also use any other
providing written notice to Licensee. Licensee may information and databases that may be developed
continue to use all Products that have been Deployed, to satisfactorily resolve the Incident.
but support and upgrades for deleted items may not
be available.As new Products are incorporated into 5. If the Tier I Help Desk cannot resolve the
the standard program,they will be offered to Incident,an authorized Tier I Help Desk
Licensee via written notice for incorporation into the individual may contact Tier 2 Support.The
Products schedule at no additional charge. Licensee's Tier I Help Desk will provide support in such a
use of new or updated Products requires Licensee to way as to minimize repeat calls and make
adhere to applicable additional or revised terms and solutions to problems available to Licensee.
conditions of the License Agreement.
6. Tier I Help Desk individuals are the only
4.2 Product Life Cycle.During the term of this individuals authorized to contact Tier 2 Support.
Agreement,some Products may be retired or may no Licensee may change the Tier I Help Desk
longer be available to Deploy in the identified individuals by written notice to Esri.
quantities. Maintenance will be subject to the
individual Product Life Cycle Support Status and b. Tier 2 Support
Product Life Cycle Support Policy,which can be
found at http://support.esri.com/en/content I. Tier 2 Support will log the calls received from
/productlifecvcles. Updates for Products in the Tier I Help Desk.
mature and retired phases may not be available.
Licensee may continue to use Products already 2. Tier 2 Support will review all information
- -Deployed for the term of this Agreement,but collected by and received from the Tier I Help
Licensee will not be able to Deploy retired Products. Desk including preliminary documented
troubleshooting provided by the Tier I Help
5.0—MAINTENANCE Desk when Tier 2 Support is required.
The Fee includes standard maintenance benefits specified 3. Tier 2 Support may request that Tier I Help
in the most current applicable Esri Standard Maintenance Desk individuals provide verification of
Program document(found at http://www.esri.com/leeal). to addia[ioq additional information,or answers
At Esrfs sole discretion,Esri may make patches,hot to additional questions to supplement any
preliminary information gathering or
fixes,or updates available for download.No Software troubleshooting performed by Tier I Help Desk.
other than the defined Products will receive Maintenance.
Licensee may acquire maintenance for other Software 4. Tier 2 Support will attempt to resolve the
outside this Agreement. Incident submitted by Tier I Help Desk.
a. Tier I Support 5. When the Incident is resolved,Tier 2 Support
I. Licensee will provide Tier I Support through the will communicate the information to Tier I Help
Tier I Help Desk to all Licensees authorized Desk,and Tier I Help Desk will disseminate the
users. resolution to the user(s).
2. The Tier I Help Desk will be fully trained in the 6.0—ENDORSEMENT AND PUBLICITY
Products.
3. At a minimum,Tier I Support will include those This Agreement will not be construed or interyreted as an
activities that assist the user in resolving how-to exclusive dealings agreement or Licensees endorsement
and operational questions as well as questions on ofProducts. Either party may publicize the existence of
thisisAgreement.
installation and troubleshooting procedures.
Page of 12.1 2015
7.0—ADMINISTRATIVE REQUIREMENTS 8.2 Order Requirements
7.1 OEM Licenses. Under Esri's OEM or Solution OEM a. All orders pertaining to this Agreement will be
programs,OEM partners are authorized to embed or processed through Licensee's centralized point of
bundle portions of Esri products and services with contact.
their application or service. OEM partners'business b. The following information will be included in each
model,licensing terms and conditions,and pricing Ordering Document:
are independent of this Agreement. Licensee will not
seek any discount from the OEM partner or Esri (I) Licensee name;Esri customer number, if known;
based on the availability of Products under this and bill-to and ship-to addresses
Agreement. Licensee will not decouple Esri products (2) Order number
or services from the OEM partners'application or (3) Applicable annual payment due
service.
7.2 Annual Report of Deployments.At each 9.0—MERGERS,ACQUISITIONS,OR
anniversary date and ninety(90)calendar days prior DIVESTITURES
to the expiration date of this Agreement, Licensee
will provide Esri with a written report detailing all If Licensee is a commercial entity, Licensee will notify
Deployments. Upon request,Licensee will provide Esri in writing in the event of(i)a consolidation,merger,
records sufficient to verily the accuracy of the annual or reorganization of Licensee with or into another
report. 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
8.0-ORDERING,ADMINISTRATIVE to as"Ownership Change").There will be no decrease in
PROCEDURES,DELIVERY,AND Fee as a result of any Ownership Change.
DEPLOYMENT 9.1 If an Ownership Change increases the cumulative
8.1 Orders,Delivery,and Deployment program count beyond the maximum level for this
Agreement, Esri reserves the right to increase the Fee
a. Licensee will issue an Ordering Document upon or terminate this Agreement and the parties will
execution of this Agreement and annually thereafter negotiate a new agreement.
in accordance with the Quotation. Payment will be 9.2 If an Ownership Change results in transfer or sale of
due and payable within thirty(30)calendar days of
the anniversary date of the Effective Date,with the a portion of Licensee's organization,that portion of
initial payment due within thirty(30)calendar days Licensee's organization will uninstall,remove,and
of execution of this Agreement.Esri's federal ID destroy or transfer the Products to Licensee.
number is 95-277 9.3 This Agreement may not be assigned to a successor
b. Upon receipt of the
initial Ordering Document from entity as a result of an Ownership Change unless
Licensee,Esri will authorize download of the approved by Esri in writing in advance. If the
Products to Licensee for Deployment. If requested,
Esri will ship backup media to the ship-to address assignment to the new entity is not approved,
identified on the Ordering Document,FOB Licensee will require any successor entity to
uninstall,remove,and destroy the Products,and this
Destination,with shipping charges prepaid.For those Agreement will terminate upon such Ownership
entities that avoid sales tax by downloading
deliverables,request for delivery or receipt of Change.
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.
e. Esri will provide Authorization Codes to activate the
nondestructive copy protection program that enables
the Products to operate.
Pages of 5 12.1.2015