D-10. Approve ESRI Software Agreement with Carver County QTY — 10
•
q SCITY OF CHANHASSEN
Chanhassen is a Community for Life-Providing for Today and Planning for Tomorrow
MEMORANDUM
TO: Todd Gerhardt, City Manager
FROM: Richard Rice, Information Systems Coordinator
DATE: February 17, 2017 efieV'
SUBJ: Approval for ESRI Software Agreement with Carver County
PROPOSED MOTION:
"The City Council approves the purchase of GIS products and services as part of an ESRI
Enterprise License agreement with Carver County in the total amount of$41,606.77 with
payments spread over the years 2017 thru 2019."
BACKGROUND
Carver County established an Enterprise License Agreement for GIS products and services from
ESRI. The agreement allows municipal governments to participate at a lower cost than what
could be obtained individually. City staff utilizes this software in all departments for
geographical mapping applications. The contract is for a three-year period, so the total amount
would be paid out over 2017-2019.
RECOMMENDATION
Staff recommends approval of the purchase of ESRI GIS Products and services thru participation
in the ESRI Enterprise Licensing Agreement with Carver County. Funds are included in the
Capital Improvement Program for this purchase.
ATTACHMENTS
1. Collaboration Agreement Between County of Carver and City of Chanhassen.
2. ESRI Enterprise License Agreement.
3. EQ-048 2017—2021 Software.
g:\it\council memos\2017 esri aggreement renewal.docx
PH 952.227.1100• www.ci.chanhassen.mn.us• FX 952.227.1110
7700 MARKET BOULEVARD • PO BOX 147 • CHANHASSEN • MINNESOTA 55317
COLLABORATION AGREEMENT BETWEEN
COUNTY OF CARVER AND CITY OF CHANHASSEN
This Agreement (the "Agreement") is made by and between County of Carver("Carver
County") and City of Chanhassen ("Chanhassen") on this day of
, 2017.
WHEREAS, Carver County and Chanhassen are interested in sharing the cost of a Small
Municipal and County Enterprise License Agreement (ELA) from Environmental Systems
Research Institute, INC. (ESRI),
WHEREAS,this collaboration agreement defines the cost sharing and responsibilities of the two
organizations,
WHEREAS, the intent of this agreement is to create one agreement for licensing ESRI software,
providing financial savings and opportunities to expand GIS software solutions within both
organizations.
THEREFORE, in consideration of the mutual promises, covenants, and consideration herein
contained and by the authority provided by Minnesota Statutes Section 471.59, the Parties agree
as follows:
The purpose of this Agreement is to provide for the cooperative exercise of the Parties' powers
in securing the licensing of ESRI software for their constituents. Minnesota Statutes Section
471.59 authorizes two or more governmental units to jointly exercise any power common to the
contracting parties and Minnesota Statute Section 16E.18 authorizes municipalities to cooperate
in providing information technology services.
I. Responsibilities for Carver County. Carver County agrees:
1. To renew the ELA with ESRI that includes the cities of Carver County.
2. Carver County GIS will be the main point of contact for ESRI software, training
and licensing for Chanhassen.
3. Carver County will provide software keycodes to Chanhassen that fall under the
ELA each year of the agreement.
4. Carver County will manage the 4 International User Conference passes.
5. Carver County will invoice Chanhassen on May 1st, 2017, May Pt 2018 and May
1St, 2019 for their portion of the ELA described in Section III.
II. Responsibilities of Chanhassen. Chanhassen agrees:
1. Sign the Eligible Agency Acknowledgement Statement(Appendix B) of the
Master ELA from ESRI.
2. To pay$13,868.92 per year to become a participating organization in the ESRI
ELA. The dollar amount agreed upon by all participating organizations.
3. To pay any applicable sales tax for the ESRI ELA paid by Carver County.
4. To follow the terms and conditions of the ESRI ELA.
III. Cost and Charges: The parties agree as follows:
i. Chanhassen shall pay Carver County Thirteen Thousand Eight Hundred
and Sixty-eight and 92/100 ($13,868.92)per year to be a participating
organization in the Small Municipal and County Enterprise License
Agreement. Carver County shall invoice Chanhassen after May 1St of each
year of the contract(2017, 2018, 2019),the invoice shall be paid within
thirty(30) days of the invoice date.
IV. Term. The term of this Agreement shall be for 3 years starting from the date the contract
with Environmental Systems Research Institute, INC. is signed for the Small Municipal and
County Enterprise License Agreement by Carver County in 2017.
V. Termination. Either party may terminate this Agreement for material breech upon
written notice to the non-breaching party describing in reasonable detail the nature, scope and
extent of breach provided the noticed party has not remedied the breach within ninety(90)days
after receipt of the notice.
VI. Authorized Representatives. Each Party shall designate a representative for purposes of
administration of this Agreement(the"Authorized Representative"). Each Authorized
Representative shall have authority for acceptance of services and shall be the point of contact
for all payments due under this Agreement. Either Party changing the designation of its
Authorized Representative shall notify the other Party pursuant to the notice provision of this
Agreement.
Chanhassen Authorized Representative:
Carver County Authorized Representative: Peter Henschel
VII. Assignment. Except as specifically provided herein, neither Party shall assign,transfer or
delegate any rights or obligations under this Agreement, either directly or indirectly by any
means, by operation of law or otherwise,without the prior written consent of the other Party,
which consent shall not be unreasonably withheld or denied.
VIII. Amendments. This Agreement contains all the terms agreed to by the Parties and any
promise or communications of any type not reflected in the Agreement are null and void. Any
amendments to this Agreement shall be in writing and shall be executed by the same Parties (or
their successors in interest)who executed this Agreement.
IX. Governing Law. This Agreement shall be governed by the laws of the State of
Minnesota.
X. Notices. All notices and other communications required or permitted shall be given in
writing and shall be delivered or sent to the Parties at their respective addresses indicated here,
by U.S. mail,return receipt requested and postage prepaid, or by private overnight mail courier
service.
The parties to this Agreement may change its address for the purposes of this Agreement by
giving notice thereof in accordance with this section.
XI. Force Majeure. The Parties understand that acts of God, acts of civil or military
authority, government regulations, embargoes, epidemics, war,terrorist acts, riots, fires,
explosions, earthquakes, floods or other unusually severe weather conditions or other
environmental disturbances, strikes, or other circumstances not under the control of the Parties
("Force Majeure")may delay performance as set forth in this Agreement. In the event a Force
Majeure even materially limits either Parties or the Parties' ability to perform under this
Agreement such limitation shall not be considered a breach of the terms of this Agreement.
XIV. Indemnification. The Parties' total liability under this Agreement shall be governed by
Minnesota Statues Section 471.59, subd. la.
Each Party agrees that it will be responsible for the acts or omissions of its officials, agents, and
employees, and the results thereof, in carrying out the terms of this Agreement,to the extent
authorized by law and shall not be responsible for the acts/omissions of the other Party and the
results thereof. For purposes of determining total liability for damages,the participating
governmental units are considered to be a single governmental unit,the total liability of which
shall not exceed the limits for a single governmental unit as provided in Minn. Stat. § 466.04,
subd. 1.
Each Party agrees to defend,hold harmless, and indemnify the other Parties,their officials,
agents, and employees, from any liability, loss, or damages the other Parties may suffer or incur
as the result of demands, claims,judgments, or cost arising out of or caused by the indemnifying
Party's negligence in the performance of its respective obligations under this Agreement. This
provision shall not be construed nor operate as a waiver of any applicable limitation of liability,
defenses, immunities, or exceptions by statute or common law.
To the full extent permitted by law, actions by the parties pursuant to this Agreement are
intended to be and shall be construed as a"cooperative activity" and it is the intent of the parties
that they shall be deemed a"single governmental unit" for the purposes of liability, all as set
forth in Minnesota Statutes, Section 471.59, subd. la(a);provided further that for purposes of that
statute, each party to this Agreement expressly declines responsibility for the acts or omissions
of the other party.
The Parties of this Agreement are not liable for the acts or omissions of the other participants to
this Agreement except to the extent to which they have agreed in writing to be responsible for
acts or omissions of the other Parties.
Minnesota Statutes Section 471.59, subd. la shall govern any and all claims or actions against
EMACS and the individual Parties.
XV. Miscellaneous.
1. The failure of either Party to give notice of default, or to enforce or insist upon
compliance with any of the terms or conditions of this Agreement,the waiver of
any term or condition of this Agreement, or the granting of any extension of time
for performance, shall not constitute the permanent waiver of any term or
condition of this Agreement, an this Agreement and each of its provisions shall
remain at all times in full force and effect until modified by the Parties in writing.
2. This Agreement sets forth the entire understanding of the Parties.
3. This Agreement shall be binding and inure to the benefit of the Parties hereto and
their respective successors and assigns.
4. Each Party warrants and represents that it is duly authorized to execute this
Agreement.
5. Third Parties shall have no recourse against Chanhassen or Carver County under
this agreement.
IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed intending
to be bound thereby.
For CITY of CHANHASSEN For COUNTY of CARVER
By:
Title: C::-; 4K Title:
Date: — 7- 7 7
Date:
By:
Title:
Date:
':
, esti.
December 16,2016
Mr.Peter Henschel
County of Carver
600 E 4th St
Chaska,MN 55318-2173
Dear Peter,
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
will be effective on the date executed and will require a firm,three-year commitment.
Based on Esri's work with several organizations similar to yours,we know there is significant potential to
apply geographic information system(GIS)technology in many operational and technical areas within
your organization.For this reason,we believe that your organization will greatly benefit from an
enterprise 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 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 USA info@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 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,
Brent Sherman
Brent Sherman I Account Manager
Esri 1880 Blue Gentian Road,Suite 200 I St. Paul, MN 55121-1670 I USA
0 651-454-0600 x1254 I C 972-989-5681
bsherman@esri.com I esri.com
Small Government ELA 2
(*-0-v-resri® Quotation # 20499278
" Date: December 16,2016
ENVIRONMENTAL SYSTEMS RESEARCH INSTITUTE, INC. Customer#13099 Contract#ENTERPRISE
380 New York Street AGREEMENT
Redlands, CA 92373-8100 County of Carver
Phone: 909-793-2853 Fax: 909-307-3049 Information Services
DUNS Number: 06-313-4175 CAGE Code: OAMS3 600 E 4th St
To expedite your order,please attach a copy of Chaska, MN 55318-2173
this quotation to your purchase order. ATTENTION: Peter Henschel
Quote is valid from: 12/16/2016 To:03/16/2017 PHONE: (952) 361 1549
FAX: (952) 361-1582
Material Qty Description Unit Price Total
149390 1 Year 1: Populations of 100,001 to 125,000 Small Government Term 109,000.00 109,000.00
Enterprise License Agreement
150540 1 Year 1: Esri Community Analyst Level 1 Plan (for use with ArcGIS Online); 500.00 500.00
Includes Up to 5 Named Users Term License
134812 1 Year 1: ArcGIS GeoEvent Extension for Server Enterprise Standard 3,000.00 3,000.00
(Windows) Up to Four Cores 365 Day Term License
149390 1 Year 2: Populations of 100,001 to 125,000 Small Government Term 109,000.00 109,000.00
Enterprise License Agreement
150540 1 Year 2: Esri Community Analyst Level 1 Plan (for use with ArcGIS Online); 500.00 500.00
Includes Up to 5 Named Users Term License
134812 1 Year 2: ArcGIS GeoEvent Extension for Server Enterprise Standard 3,000.00 3,000.00
(Windows) Up to Four Cores 365 Day Term License
149390 1 Year 3: Populations of 100,001 to 125,000 Small Government Term 109,000.00 109,000.00
Enterprise License Agreement
150540 1 Year 3: Esri Community Analyst Level 1 Plan (for use with ArcGIS Online); 500.00 500.00
Includes Up to 5 Named Users Term License
134812 1 Year 3: ArcGIS GeoEvent Extension for Server Enterprise Standard 3,000.00 3,000.00
(Windows) Up to Four Cores 365 Day Term License
Item Total: 337,500.00
Subtotal: 337,500.00
Sales Tax: 0.00
Estimated Shipping&Handling(2 Day Delivery) : 0.00
Contract Pricing Adjust: 0.00
Total: $337,500.00
Esri may charge a fee to cover expenses related to any customer requirement to use a proprietary vendor management,procurement,or invoice program.
For questions contact: Brent Sherman Email: bsherman@esri.com Phone: (909)793-2853 x1254
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.esri.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
SHERMANB This offer is limited to the terms and conditions incorporated and attached herein.
Esri Use Only:
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Esri Agreement#
Esri,380 New York St.,Redlands,CA 92373-8100 USA•TEL 909-793-2853•FAX 909-793-5953
REGIONAL GOVERNMENT
ENTERPRISE LICENSE AGREEMENT
(RGI)
This Agreement is by and between County of Carver ("Managing Customer")and Environmental Systems
Research Institute,Inc.("Esri").
This Agreement sets forth the terms for Managing Customer'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 Managing 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 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 ArcGIS Runtime(Standard)
Spatial Analyst,ArcGIS Geostatistical Analyst,ArcGIS ArcGIS Runtime Analysis Extension
Publisher,ArcGIS Network Analyst,ArcGIS Schematics,
ArcGIS Workflow Manager,ArcGIS Data Reviewer Limited Ouantities
One(1)Annual Subscription to Esri Developer Network
Enterprise Software and Extensions (EDN)Standard*
ArcGIS Enterprise and Workgroup Two(2)Esri CityEngine Advanced Single Use Licenses
(Advanced and Standard) 500 Level 1 ArcGIS Online Named Users
ArcGIS Enterprise Extensions:ArcGIS 3D Analyst, 500 Level 2 ArcGIS Online Named Users
ArcGIS Spatial Analyst,ArcGIS Geostatistical Analyst, 62,500 ArcGIS Online Service Credits
ArcGIS Network Analyst,ArcGIS Schematics,ArcGIS 500 Level 1 ArcGIS Enterprise Named Users
Workflow Manager 500 Level 2 ArcGIS Enterprise Named Users
7 Insights for ArcGIS
Enterprise Optional Server
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
Self-Paced e-Learning Uncapped
Five percent(5%)discount on all individual commercially available instructor-led training classes at Esri facilities
purchased outside this Agreement(Discount does not apply to Small Enterprise Training Package.)
*Maintenance is not provided for these items
**Additional sets of backup media may be purchased for a fee
Page I of 18 10/26/2016
Managing Customer 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 MANAGING 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 Managing Customer's Ordering Document incorporating this Agreement by reference,unless
otherwise agreed to by the parties("Effective Date").An executed Agreement transmitted through electronic means,such as
fax or e-mail,is valid and binding even if an original paper document bearing each party's original signature is not delivered.
This Agreement authorizes the entities listed in Attachment 1 (each an"Authorized Entity")to use Products listed in Table A,
provided Authorized Entity signs and returns an executed Authorized Entity Acknowledgment Statement and agrees to be
bound by the terms and conditions of this Agreement.Managing Customer may not Deploy any Products to an Authorized
Entity until Managing Customer has received and sent to Esri the executed Authorized Entity Acknowledgment Statement.
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:
County of Carver
(Managing Customer)
By:
Authorized Signature
Printed Name:
Title:
Date:
MANAGING CUSTOMER CONTACT INFORMATION
Contact: Telephone:
Address: Fax:
City, State,Postal Code: E-mail:
Country:
Quotation Number(if applicable):
Page 2 of 18 10/26/2016
1.0—ADDITIONAL DEFINITIONS
2.0—ADDITIONAL GRANT OF LICENSE
In addition to the definitions provided in the License
Agreement,the following definitions apply to this 2.1 Grant of License.Subject to the terms and
Agreement: conditions of this Agreement,Esri grants to Licensee
a personal,nonexclusive,nontransferable license
"Deploy","Deployed"and"Deployment"mean to solely to use,copy and Deploy quantities of the
redistribute and install the Products and related Products listed in Table A—List of Products for the
Authorization Codes within Licensee's organization(s). term provided on the first page(i)for the applicable
Fee and(ii)in accordance with the License
"Fee" means the fee set forth in the Quotation. Agreement.Additionally,Esri grants to Managing
Customer the right to Deploy for Licensee's internal
"Incident" means a failure of the Software or Online use,provided prior to Deploying to an Authorized
Services to operate according to the Documentation Entity,Esri receives a signed copy of the Authorized
where such failure substantially impacts operational or Entity Acknowledgment Statement.
functional performance.
2.2 Consultant Access.Esri grants Licensee the right to
"License Agreement"means(i)the applicable license permit Licensee's consultants or contractors to use the
agreement incorporated by this reference that is found at Products exclusively for Licensee's benefit.Licensee
http://www.esri.com/legal/soflware-license;composed of will be solely responsible for compliance by
the General License Terms and Conditions(E204)and consultants and contractors with this Agreement and
Exhibit 1,Scope of Use(E300);and available in the will ensure that the consultant or contractor
installation process requiring acceptance by electronic discontinues use of Products upon completion of
acknowledgment or(ii)a signed license agreement work for Licensee.Access to or use of Products by
between the parties that supersedes such electronically consultants or contractors not exclusively for
acknowledged license agreement. Licensee's benefit is prohibited.Licensee may not
permit its consultants or contractors to install
"Licensee"means Managing Customer and Authorized Software or Data on consultant,contractor,or third-
Entity. party computers or remove Software or Data from
Managing Customer locations,except for the purpose
"Maintenance"means Tier 2 Support,Product updates, of hosting the Software or Data on Contractor
and Product patches provided to Managing Customer Servers for the benefit of Licensee.
during the Term of Agreement.
"Product(s)"means the products identified in Table A— 3.0—TERM,TERMINATION,AND EXPIRATION
List of Products and any updates to the list Esri provides 3.1 Term.This Agreement and all licenses hereunder
in writing. will commence on the Effective Date and continue
for the duration identified in the Term of Agreement,
"Quotation"means the offer letter and quotation unless this Agreement is terminated earlier as
provided separately to Managing Customer. provided herein.Licensee is only authorized to use
"Technical Support"means the technical assistance for Products during the Term of Agreement.For an
attempting resolution of a reported Incident through error Agreement with a limited term,Esri does not grant
correction,patches,hot fixes,workarounds,replacement Licensee an indefinite or a perpetual license to
deliveries,or any other type of Product corrections or Products.
modifications. 3.2 No Use upon Agreement Expiration or
"Tier 1 Help Desk"means Managing Customer's point Termination.All Product licenses,all Maintenance,
of contact(s)to provide all Tier 1 Support within and Esri User Conference registrations terminate on
Licensee's organization(s). expiration or termination of this Agreement.
"Tier 1 Support"means the Technical Support provided 3.3 Termination for a Material Breach.Either party
by the Tier 1 Help Desk. may terminate this Agreement for a material breach
by the other party.The breaching party will have
"Tier 2 Support"means the Technical Support provided thirty(30)days from the date of written notice to
to the Tier 1 Help Desk when an Incident cannot be cure any material breach.
resolved through Tier 1 Support.Managing Customer will
receive Tier 2 Support from Esri. 3.4 Termination for Lack of Funds.For an Agreement
with government or government-owned entities,
Page 3 of 18 10/26/2016
either party may terminate this Agreement before any Life Cycle Support Status and Product Life Cycle
subsequent year if Managing Customer is unable to Support Policy,which can be found at
secure funding through the legislative or governing http://support.esri.com/en/content/productlifecycles.
body's approval process. Updates for Products in the mature and retired phases
may not be available.Licensee may continue to use
3.5 Follow-on Term.If the parties enter into another Products already Deployed during the Term of
agreement substantially similar to this Agreement for Agreement,but Managing Customer will not be able
an additional term,the effective date of the follow-on to Deploy retired Products.
agreement will be the day after the expiration date of
this Agreement. 5.0-MAINTENANCE
3.6 Termination of an Individual Authorized Entity.
Esri may terminate the license rights of a particular The Fee includes standard maintenance benefits during
Authorized Entity for material breach without the Term of Agreement as specified in the most current
terminating this Agreement with Managing applicable Esri Standard Maintenance Program document
Customer.The breaching Authorized Entity will be (found at http://www.esri.com/legal).At Esri's sole
given a period of thirty(30)days from the date of discretion,Esri may make patches,hot fixes,or updates
written notice to cure any material breach.Upon the available for download.No Software other than the
termination of an Authorized Entity,all Products defined Products will receive Maintenance.Licensee may
Deployed to the Authorized Entity will also acquire maintenance for other Software outside this
terminate.Managing Customer shall reasonably Agreement.
cooperate with Esri in termination of an Authorized
Entity for material breach of this Agreement, a. Tier 1 Support
including enforcement of the Agreement with respect
to such Authorized Entity.There will be no reduction 1. Managing Customer will provide Tier 1 Support
in the Fee if an Authorized Entity's rights are through the Tier 1 Help Desk to all Licensee's
terminated.The terminated Authorized Entity will authorized users.
have no further access to any benefits,entitlements, 2. The Tier 1 Help Desk will be fully trained in the
rights,or other items included in or otherwise related
to this Agreement. Products.
3. At a minimum,Tier 1 Support will include those
3.7 Termination by Authorized Entity.If an activities that assist the user in resolving how-to
Authorized Entity no longer desires to participate in and operational questions as well as questions on
this Agreement,the Authorized Entity may terminate; installation and troubleshooting procedures.
however,there will be no decrease in the Fee as a 4. The Tier 1 Help Desk will be the initial points of
result.
contact for all questions and reporting of an
Incident.The Tier 1 Help Desk will obtain a full
4.0-PRODUCT UPDATES description of each reported Incident and the
system configuration from the user.This may
4.1 Future Updates.Esri reserves the right to update the include obtaining any customizations,code
list of Products in Table A—List of Products by samples,or data involved in the Incident.The
providing written notice to Managing Customer. Tier 1 Help Desk may also use any other
Licensee may continue to use all Products that have information and databases that may be developed
been Deployed,but support and upgrades for deleted to satisfactorily resolve the Incident.
items may not be available.As new Products are
incorporated into the standard program,they will be 5. If the Tier 1 Help Desk cannot resolve the
offered to Managing Customer via written notice for Incident,an authorized Tier 1 Help Desk
incorporation into the Products schedule at no individual may contact Tier 2 Support.The
additional charge.Licensee's use of new or updated Tier 1 Help Desk will provide support in such a
Products requires Licensee to adhere to applicable way as to minimize repeat calls and make
additional or revised terms and conditions of the solutions to problems available to Licensee.
License Agreement.
6. Tier 1 Help Desk individuals are the only
4.2 Product Life Cycle.During the Term of Agreement, individuals authorized to contact Tier 2 Support.
some Products may be retired or may no longer be Managing Customer may change the Tier 1 Help
available to Deploy in the identified quantities. Desk individuals by written notice to Esri.
Maintenance will be subject to the individual Product
Page 4 of 18 10/26/2016
b. Tier 2 Support 8.0-ORDERING,ADMINISTRATIVE
1. Tier 2 Support will log the calls received from PROCEDURES,DELIVERY,AND
Tier 1 Help Desk. DEPLOYMENT
2. Tier 2 Support will review all information 8.1 Orders,Delivery,and Deployment
collected by and received from the Tier 1 Help
Desk including preliminary documented a. Upon the Effective Date,Esri will invoice Managing
troubleshooting provided by the Tier 1 Help Customer and provide Authorization Codes to
Desk when Tier 2 Support is required. activate the nondestructive copy protection program
that enables Managing Customer to download,
3. Tier 2 Support may request that Tier 1 Help operate,or allow access to the Products.If this is a
Desk individuals provide verification of multi-year Agreement,Esri may invoice the Fee
information,additional information,or answers thirty(30)calendar days before the annual
to additional questions to supplement any anniversary date for each additional year.
preliminary information gathering or b. Undisputed invoices will be due and payable within
troubleshooting performed by Tier 1 Help Desk. thirty(30)calendar days from the date of invoice.
Esri's federal ID number is 95-2775-732.
4. Tier 2 Support will attempt to resolve the c. If requested,Esri will ship backup media to the ship-
Incident submitted by Tier 1 Help Desk. to address identified on the Ordering Document,FOB
Destination,with shipping charges prepaid.
5. When the Incident is resolved,Tier 2 Support Managing Customer acknowledges that should sales
will communicate the information to Tier 1 Help or use taxes become due as a result of any shipments
Desk,and Tier 1 Help Desk will disseminate the of tangible media,Esri has a right to invoice and
resolution to the user(s). Managing Customer will pay any such sales or use
tax associated with the receipt of tangible media.
6.0-ENDORSEMENT AND PUBLICITY
8.2 Order Requirements.Esri does not require
This Agreement will not be construed or interpreted as an Managing Customer to issue a purchase order.
exclusive dealings agreement or Licensee's endorsement Managing Customer may submit a purchase order in
of Products.Either party may publicize the existence of accordance with its own process requirements,
this Agreement. provided that if Managing Customer issues a
purchase order,Managing Customer will submit its
initial purchase order on the Effective Date.If this is
7.0—ADMINISTRATIVE REQUIREMENTS a multi-year Agreement,Managing Customer will
submit subsequent purchase orders to Esri at least
7.1 OEM Licenses.Under Esri's OEM or Solution OEM thirty(30)calendar days before the annual
programs,OEM partners are authorized to embed or anniversary date for each additional year.
bundle portions of Esri products and services with
their application or service.OEM partners'business a. All orders pertaining to this Agreement will be
model,licensing terms and conditions,and pricing processed through Managing Customer's centralized
are independent of this Agreement.Licensee will not point of contact.
seek any discount from the OEM partner or Esri b. The following information will be included in each
based on the availability of Products under this Ordering Document:
Agreement.Licensee will not decouple Esri products
or services from the OEM partners'application or (1) Managing Customer name;Esri customer
service. number,if known;and bill-to and ship-to
addresses
7.2 Annual Report of Deployments.At each (2) Order number
anniversary date and ninety(90)calendar days prior (3) Applicable annual payment due
to the expiration date of this Agreement,Managing
Customer will provide Esri with a written report
detailing all Deployments.Upon request,Licensee 9.0—MERGERS,ACQUISITIONS,OR
will provide records sufficient to verify the accuracy DIVESTITURES
of the annual report.
If Licensee is a commercial entity,Licensee will notify
Esri in writing in the event of(i)a consolidation,merger,
Page 5 of 18 10/26/2016
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 6 of 18 10/26/2016
ATTACHMENT 1
AUTHORIZED ENTITY LIST
1. Authorized Entity Name: City of Carver 3. Authorized Entity Name: City of Chaska
Contact Name: Contact Name:
Address: Address:
Phone: Phone:
E-mail: E-mail:
2. Authorized Entity Name: City of Chanhassen 4. Authorized Entity Name: City of Cologne
Contact Name: Contact Name:
Address: Address:
Phone: Phone:
E-mail: E-mail:
5. Authorized Entity Name: City of Hamburg 6. Authorized Entity Name: City of New Germany
Contact Name: Contact Name:
Address: Address:
Phone: Phone:
E-mail: E-mail:
7. Authorized Entity Name: City of Mayer 8. Authorized Entity Name: City of Norwood Young
Contact Name: America
Address: Contact Name:
Address:
Phone:
E-mail: Phone:
E-mail:
9. Authorized Entity Name: City of Victoria 10. Authorized Entity Name: City of Waconia
Contact Name: Contact Name:
Address: Address:
Phone: Phone:
E-mail: E-mail:
11. Authorized Entity Name: City of Watertown 12. Authorized Entity Name:
Contact Name: Contact Name:
Address: Address:
Phone: Phone:
E-mail: E-mail:
Page 7 of 18 10/26/2016
Prior to any Deployment to an Authorized Entity,Managing Customer shall require each such entity to be contractually
bound to applicable terms and conditions by executing an Authorized Entity Acknowledgment Statement. Managing
Customer shall keep a copy of the signed original acknowledgment for its records and forward a copy of the signed original
to Esri.Esri may pursue remedies against Managing Customer or an individual Authorized Entity for material breach.Only
Managing Customer has a right to Deploy.
AUTHORIZED ENTITY ACKNOWLEDGMENT STATEMENT
Environmental Systems Research Institute,Inc.("Esri")and County of Carver
("Managing Customer"),have entered into an Agreement for licensing certain rights to use and Deploy specific Products
and to receive maintenance for the term of the Agreement,subject to payment of fees and adherence to the terms and
conditions of this Agreement.Esri has authorized Managing Customer to Deploy Products to Authorized Entity provided
Authorized Entity signs and returns this Authorized Entity Acknowledgment Statement.
Accordingly,Authorized Entity,as a Licensee,represents it has received and read the Agreement,and understands and agrees
to be bound by the Agreement,for use of Products received from Managing Customer.Authorized Entity agrees that Esri
may pursue remedies against Authorized Entity for material breach of the Agreement.All Deployments made by Managing
Customer to Authorized Entity shall be made through Managing Customer's centralized point of contact.Tier 1 Help Desk
will provide Maintenance to Authorized Entity.Authorized Entity grants Managing Customer the right to unilaterally sign
amendments to this Agreement,which shall be binding on Authorized Entity.
No other rights are granted to Authorized Entity under this acknowledgment.
Accepted and Agreed:
City of Chanhassen
(Authorized Entity)
Signature: s��
Printed Name: (Ode) g tr lea f d
Title: Cdy. '
Date: g `l7 20/7
Page 9 of 18 10/26/2016
CAPITAL REQUEST 2017 thru 2021 Contact: Richard Rice
City of Chanhassen, MN Department: MIS-Major Equipment
Type: Equipment
PROJECT# EQ-048 Useful Life: 3-6 Years
PROJECT NAME Software Purchases Category: Admininstration
FUND ACCNT 400-4117-4703 Priority: N/A
Total Project Cost: $431,520
DESCRIPTION
This project funds the purchase and renewal of major software programs for all city departments that are not associated with
a specific, individual project. Smaller annual software support and license renewal fees are funded out of account 116-4300.
The major reocurring software costs were moved to this fund account in 2010.
JUSTIFICATION
The major portion of funds requested for this project are for Springbrook Software, ESRI, Laserfiche, and Microsoft software
purchases and renewals. These reoccurring costs were moved to this fund in 2010.The city joined the Microsoft Enterprise
Purchasing Aggreement for the State of Minnesota in 2007.All Microsoft sofware is purchased and renewed under this
aggrement. Participating in the state aggreement allows the city to spread the cost of the product over a period of 3 years in
which there are no additional fees for product upgrades.The City is Is participating in a joint software licensing aggreement
with Carver County and several other cities for ESRI GIS software which is funded from this account.This allowed for
unlimited GIS application licenses which are in use in every department at reduced cost.A new Microsoft SQL Server license
is planned for 2017 to replace the existing license which is reaching end of life.The new license is being purchased with
Software Assurance.Additional Windows Server and Office Standard licenses are also planned for 2017.
Expenditures
I'RIOR TOTAL 2017 2018 2019 2020 2021 TOTAL FUTURE TOTAL
$87,686 $86,779 $85,268 $84,852 $86,934 $431,520
Funding Sources
PRIOR TOTAL 2017 2018 2019 2020 2021 TOTAL FUTURE TOTAL
Capital Replacement Equ $87,686 $86,779 $85,268 $84,852 $86,934 $431,520
OPERATIONAL IMPACT/OTHER
\\cfs5\cfs5\Shared_Data\MIS\BUDGET\Capitol Budget\2017 -2021 CIP\EQ-048 Software\EQ-048 2017-2021
Software Without Cartegraph.xlsx