HomeMy WebLinkAbout2021-131 THE
Esri Use Only: e.•;. ®. SCIENCE
Cust. Name . .County of Indian River *- ) sr I of
Cust.# 115299 `w! WHERE*
PO#
Esri Agreement# 00301325.0
SMALL ENTERPRISE AGREEMENT
COUNTY AND MUNICIPALITY GOVERNMENT
(E214-5)
This Agreement is by and between the organization identified in the Quotation ("Customer") and Environmental
Systems Research Institute, Inc. ("Esri").
This Agreement sets forth the terms for Customer's use of Products and incorporates by reference (i)the
Quotation and (ii)the Master Agreement.Should there be any conflict between the terms and conditions of the
documents that comprise this Agreement,the order of precedence for the documents shall be as follows: (i)the
Quotation, (ii)this Agreement,and (iii)the Master Agreement.This Agreement shall be governed by and
construed in accordance with the laws of the state in which Customer is located without reference to conflict of
laws principles,and the United States of America federal law shall govern in matters of intellectual property.The
modifications and additional rights granted in this Agreement apply only to the Products listed in Table A.
Table A
List of Products
Uncapped Quantities. Developer Tools
Desktop Software and Extensions (Single Use) ArcGIS Engine
ArcGIS Desktop Advanced ArcGIS Engine Extensions:ArcGIS 3D Analyst,ArcGIS
ArcGIS Desktop Standard Spatial Analyst,ArcGIS Engine Geodatabase Update,
ArcGIS Desktop Basic ArcGIS Network Analyst,ArcGIS Schematics
ArcGIS Desktop Extensions:ArcGIS 3D Analyst, ArcGIS Runtime(Standard)
ArcGIS Spatial Analyst,ArcGIS Geostatistical Analyst, ArcGIS Runtime Analysis Extension
ArcGIS Publisher,ArcGIS Network Analyst,ArcGIS
Schematics,ArcGIS Workflow Manager,ArcGIS Data Limited Quantities
Reviewer One(1)Professional subscription to ArcGIS Developer
Two(2)ArcGIS CityEngine Single Use Licenses
Enterprise Software and Extensions 1,000 ArcGIS Online Viewers
ArcGIS Enterprise and Workgroup 1,000 ArcGIS Online Creators
(Advanced and Standard) 110,000 ArcGIS Online Service Credits
ArcGIS Monitor 1,000 ArcGIS Enterprise Creators
ArcGIS Enterprise Extensions:ArcGIS 3D Analyst, 10 ArcGIS Insights in ArcGIS Enterprise
ArcGIS Spatial Analyst,ArcGIS Geostatistical Analyst, 10 ArcGIS Insights in ArcGIS Online
ArcGIS Network Analyst,ArcGIS Schematics,ArcGIS 100 ArcGIS Tracker for ArcGIS Enterprise
Workflow Manager 100 ArcGIS Tracker for ArcGIS Online
6 ArcGIS Parcel Fabric User Type Extensions(Enterprise)
6 ArcGIS Utility Network User Type Extensions(Enterprise)
Enterprise Additional Capability Servers
ArcGIS Image Server
OTHER BENEFITS
Number of Esri User Conference registrations provided annually 4
Number of Tier 1 Help Desk individuals authorized to call Esri 4
Maximum number of sets of backup media, if requested* 2
Five percent(5%)discount on all individual commercially available instructor-led training classes at Esri
facilities purchased outside this Agreement
*Additional sets of backup media may be purchased for a fee
Page 1 of 6 September 25,2020
Customer may accept this Agreement by signing and returning the whole Agreement with (i)the Quotation
attached, (ii)a purchase order,or(iii)another document that matches the Quotation and references this
Agreement("Ordering Document").ADDITIONAL OR CONFLICTING TERMS IN CUSTOMER'S PURCHASE
ORDER OR OTHER 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 an Ordering Document, unless otherwise
agreed to by the parties ("Effective Date").
Term of Agreement: Three (3)years and 2 months
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: t+,�o��aSY..... s
County of Indian River, Florida `;
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(Gusto "r) jam• 4A,s1 f;09 .• '9 r:�&J"V,;: S "' O FORM
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thor zed Signature '�c' `.......
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ed Name: Joseph E. Flescher DYLAN. l` ! i El, '..
°MlNTY ATTO
Title: Chairman - Attest:Jeffrey R.Smith,Clerk of
Circuit Court and Comptroller
Date: Sppt-Pmher 14, 7(171
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Deputy Clerk
i CUSTOMER CONTACT INFORMATION
Contact: '*ri 1�4 r. CC cvC Telephone: -404 - 5 1-c19110 $ Mob
Address: (AP.10 Arllre.y Rct Fax:
City,State, Postal Code: CAel c r 1 Olre 9 W C. E-mail: bMcc.c"4r9 c� eSZI . COM
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Country: uf1��'Q.d S-cxfieS
Quotation Number(if applicable): Q-448507
Approved as to Form:
Environmental Systems Research Institute, Inc.
By:
Name:Timothy Brazeal
Title: Manager, Commercial &Government Contracts
Date: Aug 17,2021
Page 2 of 6 September 25,2020
1.0—ADDITIONAL DEFINITIONS 2.0—ADDITIONAL GRANT OF LICENSE
In addition to the definitions provided in the Master 2.1 Grant of License.Subject to the terms and
Agreement,the following definitions apply to this conditions of this Agreement,Esri grants to
Agreement: Customer a personal, nonexclusive,
nontransferable license solely to use, copy, and
"Case"means a failure of the Software or Online Deploy quantities of the Products listed in
Services to operate according to the Documentation Table A—List of Products for the Term of
where such failure substantially impacts operational Agreement(i)for the applicable Fee and(ii)in
or functional performance. accordance with the Master Agreement.
"Deploy","Deployed"and "Deployment" mean to 2.2 Consultant Access. Esri grants Customer the
redistribute and install the Products and related right to permit Customer's consultants or
Authorization Codes within Customer's contractors to use the Products exclusively for
organization(s). Customer's benefit. Customer will be solely
responsible for compliance by consultants and
"Fee"means the fee set forth in the Quotation. contractors with this Agreement and will ensure
that the consultant or contractor discontinues
"Maintenance"means Tier 2 Support, Product use of Products upon completion of work for
updates, and Product patches provided to Customer Customer.Access to or use of Products by
during the Term of Agreement. consultants or contractors not exclusively for
Customer's benefit is prohibited.Customer may
"Master Agreement" means the applicable master not permit its consultants or contractors to install
agreement for Esri Products incorporated by this Software or Data on consultant,contractor,or
reference that is(i)found at https://www.esri.com/en- third-party computers or remove Software or
us/legal/terms/full-master-agreement and available in Data from Customer locations,except for the
the installation process requiring acceptance by purpose of hosting the Software or Data on
electronic acknowledgment or(ii)a signed Esri Contractor servers for the benefit of Customer.
master agreement or license agreement that
supersedes such electronically acknowledged
master agreement. 3.0—TERM,TERMINATION,AND EXPIRATION
"Product(s)"means the products identified in 3.1 Term.This Agreement and all licenses
Table A—List of Products and any updates to the list hereunder will commence on the Effective Date
Esri provides in writing. and continue for the duration identified in the
Term of Agreement,unless this Agreement is
"Quotation"means the offer letter and quotation terminated earlier as provided herein.Customer
provided separately to Customer. is only authorized to use Products during the
Term of Agreement.For an Agreement with a
"Technical Support" means the technical limited term, Esri does not grant Customer an
assistance for attempting resolution of a reported indefinite or a perpetual license to Products.
Case through error correction, patches, hot fixes,
workarounds, replacement deliveries,or any other 3.2 No Use upon Agreement Expiration or
type of Product corrections or modifications. Termination.All Product licenses,all
Maintenance,and Esri User Conference
"Tier 1 Help Desk" means Customer's point of registrations terminate upon expiration or
contact(s)to provide all Tier 1 Support within termination of this Agreement.
Customer's organization(s).
3.3 Termination for a Material Breach. Either party
"Tier 1 Support" means the Technical Support may terminate this Agreement for a material
provided by the Tier 1 Help Desk. breach by the other party.The breaching party
will have thirty(30)days from the date of written
"Tier 2 Support" means the Esri Technical Support notice to cure any material breach.
provided to the Tier 1 Help Desk when a Case
cannot be resolved through Tier 1 Support. 3.4 Termination for Lack of Funds. For an
Agreement with government or government-
Page 3 of 6 September 25,2020
owned entities, either party may terminate this than the defined Products will receive Maintenance.
Agreement before any subsequent year if Customer may acquire maintenance for other
Customer is unable to secure funding through Software outside this Agreement.
the legislative or governing body's approval
process. a. Tier 1 Support
3.5 Follow-on Term. If the parties enter into 1. Customer will provide Tier 1 Support
another agreement substantially similar to this through the Tier 1 Help Desk to all
Agreement for an additional term,the effective Customer's authorized users.
date of the follow-on agreement will be the day
after the expiration date of this Agreement. 2. The Tier 1 Help Desk will be fully trained in
the Products.
4.0—PRODUCT UPDATES 3. At a minimum,Tier 1 Support will include
those activities that assist the user in
4.1 Future Updates. Esri reserves the right to resolving how-to and operational questions
update the list of Products in Table A—List of as well as questions on installation and
Products by providing written notice to troubleshooting procedures.
Customer.Customer may continue to use all
Products that have been Deployed, but support 4. The Tier 1 Help Desk will be the initial point
and upgrades for deleted items may not be of contact for all questions and reporting of a
available.As new Products are incorporated into Case.The Tier 1 Help Desk will obtain a full
the standard program, they will be offered to description of each reported Case and the
Customer via written notice for incorporation into system configuration from the user.This
the Products schedule at no additional charge. may include obtaining any customizations,
Customer's use of new or updated Products code samples, or data involved in the Case.
requires Customer to adhere to applicable
additional or revised terms and conditions in the 5. If the Tier 1 Help Desk cannot resolve the
Master Agreement. Case, an authorized Tier 1 Help Desk
individual may contact Tier 2 Support.The
4.2 Product Life Cycle. During the Term of Tier 1 Help Desk will provide support in such
Agreement,some Products may be retired or a way as to minimize repeat calls and make
may no longer be available to Deploy in the solutions to problems available to
identified quantities. Maintenance will be subject Customer's organization.
to the individual Product Life Cycle Support
Status and Product Life Cycle Support Policy, 6. Tier 1 Help Desk individuals are the only
which can be found at individuals authorized to contact Tier 2
https://support.esri.com/en/other- Support. Customer may change the.Tier 1
resources/product-life-cycle. Updates for Help Desk individuals by written notice to
Products in the mature and retired phases may Esri.
not be available. Customer may continue to use
Products already Deployed, but Customer will b. Tier 2 Support
not be able to Deploy retired Products. 1. Tier 2 Support will log the calls received
from Tier 1 Help Desk.
5.0—MAINTENANCE 2. Tier 2 Support will review all information
collected by and received from the Tier 1
The Fee includes standard maintenance benefits Help Desk including preliminary documented
during the Term of Agreement as specified in the troubleshooting provided by the Tier 1 Help
most current applicable Esri Maintenance and Desk when Tier 2 Support is required.
Support Program document(found at
https://www.esri.com/en- 3. Tier 2 Support may request that Tier 1 Help
us/legal/terms/maintenance).At Esri's sole Desk individuals provide verification of
discretion, Esri may make patches, hot fixes, or information,additional information, or
updates available for download. No Software other answers to additional questions to
Page 4 of 6 September 25,2020
supplement any preliminary information operate,or allow access to the Products. If this
gathering or troubleshooting performed by is a multi-year Agreement, Esri may invoice the
Tier 1 Help Desk. Fee up to thirty(30) calendar days before the
annual anniversary date for each year.
4. Tier 2 Support will attempt to resolve the
Case submitted by Tier 1 Help Desk. b. Undisputed invoices will be due and payable
5. When the Case is resolved, Tier 2 Support within thirty(30)calendar days from the date of
willinvoice. Esri reserves the right to suspend
communicate the information to Tier 1
Customer's access to and use of Products if
Help Desk, and Tier 1 Help Desk will
disseminateCustomer fails to pay any undisputed amount
the resolution to the user(s).
owed on or before its due date. Esri may charge
Customer interest at a monthly rate equal to the
lesser of one percent(1.0%)per month or the
6.0—ENDORSEMENT AND PUBLICITY maximum rate permitted by applicable law on
any overdue fees plus all expenses of collection
This Agreement will not be construed or interpreted for any overdue balance that remains unpaid
as an exclusive dealings agreement or Customer's ten (10)days after Esri has notified Customer of
endorsement of Products. Either party may publicize the past-due balance.
the existence of this Agreement.
c. Esri's federal ID number is 95-2775-732.
7.0—ADMINISTRATIVE REQUIREMENTS d. If requested, Esri will ship backup media to the
ship-to address identified on the Ordering
7.1 OEM Licenses. Under Esri's OEM or Solution Document, FOB Destination, with shipping
OEM programs, OEM partners are authorized to charges prepaid. Customer acknowledges that
embed or bundle portions of Esri products and should sales or use taxes become due as a
services with their application or service. OEM result of any shipments of tangible media, Esri
partners'business model, licensing terms and has a right to invoice and Customer will pay any
conditions, and pricing are independent of this such sales or use tax associated with the receipt
Agreement.Customer will not seek any discount of tangible media.
from the OEM partner or Esri based on the
availability of Products under this Agreement. 8.2 Order Requirements. Esri does not require
Customer will not decouple Esri products or Customer to issue a purchase order. Customer
services from the OEM partners'application or may submit a purchase order in accordance with
service. its own process requirements, provided that if
Customer issues a purchase order, Customer
7.2 Annual Report of Deployments.At each will submit its initial purchase order on the
anniversary date and ninety(90)calendar days Effective Date. If this is a multi-year Agreement,
prior to the expiration of this Agreement, Customer will submit subsequent purchase
Customer will provide Esri with a written report orders to Esri at least thirty(30)calendar days
detailing all Deployments. Upon request, before the annual anniversary date for each
Customer will provide records sufficient to verify year.
the accuracy of the annual report.
a. All orders pertaining to this Agreement will be
processed through Customer's centralized point
8.0—ORDERING,ADMINISTRATIVE of contact.
PROCEDURES, DELIVERY,AND
DEPLOYMENT b. The following information will be included in
each Ordering Document:
8.1 Orders, Delivery,and Deployment (1) Customer name; Esri customer number, if
a. Upon the Effective Date, Esri will invoice known; and bill-to and ship-to addresses
provide Authorization Codes to (2) Ordenumber
Customer and
(3) Applicable annual payment due
activate the nondestructive copy protection
program that enables Customer to download,
Page 5 of 6 September 25,2020
/
9.0-MERGERS,ACQUISITIONS,OR
DIVESTITURES
If Customer is a commercial entity, Customer will
notify Esri in writing in the event of(i)a
consolidation, merger, or reorganization of Customer
with or into another corporation or entity;
(ii)Customer's acquisition of another entity; or(iii)a
transfer or sale of all or part of Customer's
organization(subsections i, ii,and iii,collectively
referred to as"Ownership Change").There will be
no decrease in Fee as a result of any Ownership
Change.
9.1 If an Ownership Change increases the
cumulative program count beyond the maximum
level for this Agreement, Esri reserves the right
to increase the Fee or terminate this Agreement
and the parties will negotiate a new agreement.
9.2 If an Ownership Change results in transfer or
sale of a portion of Customer's organization, that
portion of Customer's organization will transfer
the Products to Customer or uninstall, remove,
and destroy all copies of the Products.
9.3 This Agreement may not be assigned to a
successor entityy as a result of an Ownership
Change unless approved by Esri in writing in
advance. If the assignment to the new entity is
not approved, Customer will require any
successor entity to uninstall, remove, and
destroy the Products.This Agreement will
terminate upon such Ownership Change.
Page 6 of 6 September 25,2020