HomeMy WebLinkAboutAgreement A-17-458-1 with ESRI.pdfAmendment No. 2 (#00106547.3)
to Esri Agreement No. 319745 (#00106547.0)
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This Amendment No. 2 ("Amendment") with an effective date of September 13, 2021 ("Amendment Effective
Date") modifies the Esri Enterprise License Agreement #319745 and County Agreement #17-458 ("ELA" or
"Agreement") between County of Fresno ("County"), a political subdivision of the State of California and
Environmental Systems Research Institute, Inc. ("Esri").
WHEREAS, the Esri and the County entered into the Agreement with an Effective Date of September 13, 2017
("ELA Effective Date");
WHEREAS, the ELA had an initial term of three (3) years, expiring September 12, 2020 (Initial ELA Term ); and
WHEREAS, upon expiration of the Initial ELA Term, the parties exercised the option to extend the ELA for an
additional one (1) year, expiring September 12, 2021 (Extension Term ), through a letter of agreement issued by
the County dated July 14, 2020;
and
WHEREAS, the parties desire to renew the ELA for three (3) years ("Renewal Term"), with two (2), one (1) year
option terms, as well as update applicable terms and appendices of the Agreement for this Renewal Term;
NOW THEREFORE, for adequate consideration, the sufficiency of which is hereby acknowledged by the parties,
County and Esri agree as follows:
A. Except for modifications by this Amendment, all terms previously defined in the Agreement shall have the same
meaning in this Amendment.
B.Article 7—TERM, TERMINATION, AND EXPIRATION, section 7.1, Term and 7.2, Extensions of the
Agreement is amended by deleting each in their entirety and replacing each with the following:
7.1, Term. Unless this ELA is terminated earlier as provided herein, the Term of the Agreement as described
in this Section 7.1 and Appendix B, ELA Fee and Schedule is modified for a Renewal Term, with the Renewal
Term commencing on September 13, 2021 and expiring September 12, 2024.
7.2, Extensions. Upon expiration of the Initial ELA Term, the parties may exercise the option to extend the ELA
for two (2) twelve (12) month terms, Year 4 and Year 5. Option Year 5 must follow the exercise of Option Year
4. Written intent to exercise each Option Year must be received ninety (90) days prior to the expiration of the
current term. If the Year-4 Option Year is exercised, the Deliverables and ELA Fee shall not exceed $616,620.
If the Year-5 Option Year is exercised, the Deliverables and ELA Fee shall not exceed $800,000.
C.APPENDIX A, PRODUCTS AND DEPLOYMENT SCHEDULE, is amended to update ELA Products County
may deploy under this Agreement; therefore, Appendix A is amended by deleting it in its entirety and replacing
it with the APPENDIX A, PRODUCTS AND DEPLOYMENT SCHEDULE attached herein, which shall become
effective on this Amendment’s Renewal Effective Date and shall supersede all previously issued appendices.
D.APPENDIX B, ELA FEE SCHEDULE, is amended to update:
1) Annual ELA Fee Schedule for the Renewal Term for each Renewal Term component;
2) Annual Esri International User Conference registrations;
3) Annual Tier Two Standard Support Help Desk Callers;
4) Esri Premium Support Services (PSS); and
5) (Optional—Unit-Price Items) Site Scan Operator and/or Site Scan Operator Access.
Therefore, Appendix B is amended by deleting it in its entirety, and replacing it with the APPENDIX B, ELA FEE
SCHEDULE, attached herein, which shall become effective on this Amendment Effective Date, and shall
supersede all previously issued appendices.
For consideration of this Renewal Term, County shall pay the new and additional ELA Fee as described in the
Appendix B attached to this Amendment in accordance with the applicable payment terms of forty-five (45)
days per Article 5.4, Invoicing, of the Agreement.
Agreement No. 17-458-1
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E.APPENDIX D, EA POINTS OF CONTACT, attached herein, is amended to include an updated list of County
Points of Contact for this Agreement.
F. Optional Unit-Priced Items incorporated into the APPENDIX B, ELA FEE SCHEDULE attached herein currently
do not exist in this Agreement; therefore, the following language will amend this Agreement to add Unit-Priced
Items language:
1)ARTICLE 1 — DEFINITIONS is amended by adding the following definition for “Unite-Priced Items(s):”
"Unit-Priced Item(s)" means separately orderable Products or maintenance that are available subject
to a per-unit license fee, subscription fee, or maintenance fee.
2)ARTICLE 2 — GRANT OF LICENSE, section 2.1 Grant of License is amended by deleting it in its entirety,
and replacing it with the following:
2.1 Grant of License. All licenses granted pursuant to this Agreement are Term Licenses available for use
only during the term of this ELA. Licensee's use of the ELA Products is subject to the License Agreement
(Term Licenses limited) and any additional terms set forth in this ELA in this Article 2 and Article 3. County
shall remain primarily responsible to Esri for compliance by Licensees with the terms and conditions of this
ELA. Unit-Priced Items, if acquired, and Rolled-In Software will be licensed in accordance with the License
Agreement.
3)ARTICLE 4 — MAINTENANCE, section 4.2 Maintenance for Unit-Priced Items provided below is added
and incorporated into this Agreement:
4.2 Maintenance for Unit-Priced Items. Annual maintenance fees for Unit-Priced Items are not included
in the ELA Fee, and if ordered, additional fees will apply.
4)ARTICLE 5 — ORDERING, ADMINISTRATIVE PROCEDURES, DELIVERY, AND DEPLOYMENT
REPORT, section 5.1 Requisition Orders, Invoicing, Delivery, and Deployment, subsection c is
deleted in its entirety and replaced with the following:
c. County will include the following information in each requisition order:
(1) Esri customer number, the ship-to address, and bill-to address as identified in Appendix D.
(2) Requisition order number.
(3) Applicable annual payment due and name of County. For Unit-Priced Items, the name of
the product and quantity.
(4) On the face of the requisition order, the following printed statement: "Governed by and
subject to Enterprise Agreement No. #00106547.0 (formerly known as 319745."
5)ARTICLE 9 — CONFIDENTIALITY, is amended by deleting section 9.1 in its entirety and replacing it with
section 9.1 provided below. In addition, section 9.2, provided below, is incorporated into this Agreement
with this reference.
9.1 Esri Confidential Information. Certain terms and conditions of this ELA are confidential and
proprietary information of Esri. Except as provided herein, County shall not publish or disclose the ELA
(or contents) to any third party without Esri’s prior written consent, except as required by County policy, in
accordance with the requirements of the California Public Records Act (Government Code section 6250
et. seq.), and the Ralph M. Brown Act (Government Code section 54950 et. seq.). Esri understands and
acknowledges that pursuant to the Ralph M. Brown Act, this Esri Agreement, including all
attachments, must be posted on the County website and considered publicly for approval by the
County s Board of Supervisors.
Disclosure aside from initial publication of the ELA on County's website may only be made to this County
employees and advisors of County (e .g. outside counsel or accountants) who have a need to know to
perform their duties and have an obligation of confidentiality . County may only disclose the ELA
Agreement and restrictions contained in the ELA to a contractor or consultant who has a need to know
such information to perform work on behalf of Coun ty. No other portions of the ELA may be disclosed to a
contractor or consultant. To the extent that any such disclosures may be required by law (such as a
Public Records Act request), County shall inform Esri of the requested disclosure , with a reasonable
description of the requested disclosure and identification of the requester , in sufficient time for Esri to
assert any objection Esri may have to such disclosure with the appropriate administrative or judicial body.
Esri understands and acknowledges that despite any such objections to such disclosure , County must
comply with the California Public Records Act requiring full disclosure of this Esri Agreement upon a
public records request for the same.
9.2 Disclosure of Fees for Unit-Priced ltem(s). If Unit-Priced Items are included in this ELA, Esri gives
permission to County to maintain Unit-Priced Item prices , fees, and discounts on County's intranet ,
subject to password protection accessible to Customer, to support potential procurements . County shall
use no less than the same degree of care to protect this information as it uses to protect its own
confidential information or th i rd-party information of similar nature. Esri understands and acknowledges
that pursuant to the Ralph M. Brown Act, this Esri Agreement, including unit prices and all
attachments, must be posted on the County website and considered publicly for approval by the
Board of Supervisors .
With the exception of the initial publication on the County 's website for approval by the Board of
Supervisors , County must include the following notice on information concerning this ELA and its pricing
posted on or accessible through County intranet that is accessible by Customer and its employees , or on
any other web pages that make reference to this ELA , including order forms :
PRICING INFORMATION, INCLUDING APPLICABLE DISCOUNT RATES, CONTAINED HEREIN
IS CONSIDERED CONFIDENTIAL AND PROPRIETARY. EXCEPT TO SUPPORT AUTHORIZED
LICENSE ACQUISITIONS, AND TO COMPLY WITH THE REQUIREMENTS OF THE CALIFORNIA
PUBLIC RECORDS ACT (GOVERNMENT CODE SECTION 6250 ET. SEQ.), AND THE RALPH M.
BROWN ACT (GOVERNMENT CODE SECTION 54950 ET. SEQ.), RECIPIENT WILL NOT COPY,
DISCLOSE TO ANY THIRD PARTY, OR USE ANY PRICING INFORMATION FOR ANY OTHER
PURPOSE OR PROGRAM.
Except as specifically modified by this Amendment No. 2, all other terms and conditions of the Agreement and
any Amendment(s) constitute the entire agreement between the parties and supersede all prior and
contemporaneous agreements or representations, written or oral , concerning the subject matter of the
Agreement.
IN WITNESS WHEREOF , the parties have executed this Amendment No . 2 as of the date of the last party to sign
below.
COUNTY OF FRESNO
(County)
Printed Name : Steve Brandau _______ _
Title : Chairman of the Board of Supervisors __ _
Date : -~=--L-_M_~ __ , ____ 1 -~--'---
ATTEST:
BERNICE E . SEIDEL
Clerk of the Board of Supervisors
County of Fresno State of California
By ~N ~ ~~
Deputy
ENVIRONMENT AL SYSTEMS RESEARCH
INSTITUTE , INC .
(Esri)
By : Timothy Rr,12 .al (Aug 1., 202 .l 17:57. PDT l
Authorized Signature
Printed Name : Timothy Brazeal
Title : Manager, Commercial and Gove rn ment Contracts
Date : Aug 2, 2021
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APPENDIX A
PRODUCTS AND DEPLOYMENT SCHEDULE
County may Deploy the ELA Products up to the total quantity of licenses indicated below to Customers during the
term of this ELA.
Table A-1
ELA Products—Uncapped Quantities
Product
Total Qty. to Be
Deployed
ArcGIS Desktop: Advanced, Standard, Basic (Single and Concurrent Use)Uncapped
ArcGIS Desktop Extensions:ArcGIS 3D Analyst, ArcGIS Data Reviewer, ArcGIS
Geostatistical Analyst, ArcGIS Network Analyst, ArcGIS Publisher, ArcGIS Schematics,
ArcGIS Spatial Analyst, and ArcGIS Workflow Manager (Single and Concurrent Use)
Uncapped
ArcGIS Enterprise:Enterprise and Workgroup (Advanced and Standard) Uncapped
ArcGIS Enterprise Extensions: ArcGIS 3D Analyst, ArcGIS Geostatistical Analyst, ArcGIS
Network Analyst, ArcGIS Schematics, ArcGIS Spatial Analyst, and ArcGIS Workflow
Manager
Uncapped
ArcGIS GIS Server: Advanced, Standard, Basic Uncapped
ArcGIS Enterprise Additional Capability Servers: ArcGIS Image Server, ArcGIS
GeoEvent Server
Uncapped
ArcGIS Monitor Uncapped
ArcGIS Engine Uncapped
ArcGIS Engine Extensions:ArcGIS 3D Analyst, ArcGIS Geodatabase Update, ArcGIS
Network Analyst, ArcGIS Schematics, and ArcGIS Spatial Analyst
Uncapped
ArcGIS Runtime Basic Uncapped
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Table A-2
ELA Products—Capped Quantities
Item
Rolled-In Qty.
(if applicable)
Qty. to Be
Deployed Total
ArcGIS Data Interoperability Desktop Extension:
Concurrent Use
—1 1
ArcGIS Insights in ArcGIS Enterprise: Term
License
— 8 8
ArcGIS Navigator for ArcGIS Enterprise: Term
License
— 250 250
ArcGIS Business Analyst Web App Online: Term
License
— 5 5
ArcGIS Urban Suite: Term License —1 1
ArcGIS Parcel Fabric User Type Extension for
ArcGIS Enterprise: Term License
— 10 10
ArcGIS Drone2Map for ArcGIS Online: Term
License
—0 — Year 1
3 — Year 2
5 — Year 3
0 — Year 1
3 — Year 2
5 — Year 3
ArcGIS Hub Premium: Term License — 1 1
ArcGIS Hub Premium Additional Community
Identities: 1,000 Additional Community Identities
— 3 3
ArcGIS Indoors Online Solution: Term License for
up to 800,000 square feet
— 1 1
ArcGIS Site Scan Single Operator: Term License — 0 — Year 1
1 — Year 2
2 — Year 3
0 — Year 1
1 — Year 2
2 — Year 3
Product
Number of
Subscriptions
Named Users per
Subscription
Annual Credits
per Subscription
ArcGIS Online Organizational Subscription *1
1
1,000 Creator
25 Creator
87,500
12,500
ArcGIS Developer Subscription: Premium 2 — —
ArcGIS Enterprise User Type: Term License *— 1,000 Creator
250 Field Worker
—
*The value of this Agreement is based on an estimated maximum use of 175 ArcGIS Online Creator User
Types and 250 Creator and 120 Field Worker User Types in ArcGIS Enterprise. Esri is providing additional
quantities of ArcGIS Online and Enterprise User Types to allow the County of Fresno flexibility and growth.
The County of Fresno may deploy additional User Types, with any amount above the estimated use to be
considered at next renewal.
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APPENDIX B
ELA FEE SCHEDULE
The Renewal Term ELA Fee is $ 1,083,380 . The total ELA Fee for the Renewal Term and its Year-4 optional
term shall not exceed $ 1,700,000. The total ELA Fee for the Renewal Term and its Year-4 and Year-5 optional
term shall not exceed $ 2,500,000. The ELA Fee is in consideration of the following ELA components: ELA
Products, ELA Maintenance, Esri User Conference registrations, and Esri Premium Support Services.
Year 1
09/13/2021 to 09/12/2022
Year 2
09/13/2022 to 09/12/2023
Year 3
09/13/2023 to 09/12/2024
ELA Fee
Annual EA Fee $ 289,270 $ 346,310 $ 396,200 $ 1,031,780
Esri Premium Support
Services
$ 17,200 $ 17,200 $ 17,200 $ 51,600
Total — EA Fee with
Premium Support
$ 306,470 $ 363,510 $ 413,400 $ 1,083,380
Number of Esri User Conference Registrations: per Year 15
Number of Authorized Tier-Two Standard Support Callers 6
Number of Sets of Backup Media, if Requested Upon Request
Esri Premium Support Services (PSS) Subscription:
Two (2) authorized callers;
Up to ten (10) incidents.
1
Term of ELA
(3-Years or [36-Months])
from Effective Date
09/13/2021 through 09/12/2024
Optional
Unit-Priced Items
Licenses and Maintenance for Unit-Priced Items are available at the prices set forth below and are not included in
the ELA Fee. Pricing is valid for three (3) years from the Effective Date and may be updated by Esri by written
notice to County. Unit-Priced Items will be licensed in accordance with the terms and conditions of the Master
Agreement.
The total budget for the acquisition of optional Unit-Priced Items listed in the table below shall not exceed $20,000
for the Renewal Term.
Unit-Priced Item — Optional Subscription
Price
Site Scan Operator ** $ 5,000
Site Scan Access **$ 500
** Volume discounts may apply.
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APPENDIX D
ELA POINTS OF CONTACT
A current list of EA Points of Contact are provided in Exhibit 1 attached herein. Either party may change its point
of contact by written notice to the other party or by utilizing this Appendix D to make necessary changes.
UPDATE QUESTION:
Are changes or updates required to County Points of Contact provided in Exhibit 1? _X___Yes _____No
1. Esri point of contact for order processing issues:
Name: Customer Service
Esri
380 New York Street
Redlands, CA 92373-8100
Email: service@esri.com
Phone: 888-377-4575
Fax: 909-307-3083
2. Esri contact for Tier 2 Support issues:
MyEsri: http://my.esri.com
Phone: 909-793-3774 (within the United States only)
Fax: 909-792-0960
Web: http://support.esri.com
3. County centralized point of contact for order release and administrative issues:
Name: Lily Ji
Email: lji@fresnocountyca.gov
Phone: (559) 600-5913
Fax: (559) 600-5927
4. All invoices to County will be mailed to the address listed below
(unless otherwise stated on the purchase order):
County Office: Internal Services Department
Name: Attn: Business Office
Address:333 W. Pontiac Way
Clovis, CA 93612
5. All deliverables to County will be shipped to the address listed below:
County Office: Internal Services Department
Name:
Address: 333 W. Pontiac Way
Clovis, CA 93612
6. All notices to County will be mailed to the address listed below:
County Office: Internal Services Department
Name: Director of Internal Services/CIO
Address: 333 W. Pontiac Way
Clovis, CA 93612