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18-1002_ESRI_E11_Agenda Report10/2/2018 "�"`k Ell '{UFTIN��T City of San Juan Capistrano Agenda Report TO: Honorable Mayor and Members of the City Council FROM: Onjamin Siegel, City Manager SUBMITTED BY: Jacob Green, Assistant City Manager} PREPARED BY: Lindsey Stigall, Management Analyst* DATE: October 2, 2018 SUBJECT: Agreement for Geographic Information Systems Enterprise License (Environmental Systems Research Institute, Inc.) RECOMMENDATION: 1. Approve and authorize the City Manager to execute an Agreement with Environmental Systems Research Institute, Inc. (ESRI) in an amount notto exceed $25,000 annually, for a three-year term; and, 2. Find that this procurement is exempt from the request for proposal process as provided by Section VII F(6 -c) of City Council Policy No. 126. DISCUSS ION/ANALYSIS: The City currently utilizes Digital Map Products Inc. and ArcGIS software from ESRI for the City's local government GIS data mapping services. The City is seeking to reduce costs by consolidating the existing two platforms and utilizing one provider with an all- encompassing system for an annual cost not to exceed $25,000, a $6,400 savings per year. ESRI is a mapping and analytics platform that offers a unique set of capabilities for applying location -based analytics. ESRI is the sole proprietor of all U.S. Domestic Small Municipal and County Government Enterprise License Agreements. Staff recommends acquisition of this bundled package of software licenses which includes the associated user rights and maintenance services. The ESRI Enterprise License Agreement (ELA) will provide the City with a more capable and flexible GIS software management system that is specifically tailored for municipal government use. ESRI ELA will provide a single unified GIS system, improve access to GIS data, includes system maintenance and City Council Agenda Report October 2, 2018 Page 2 of 2 update costs, and represents an annual cost savings to the City. ESRI is the sole provider of the enterprise software licensing for the City's use. Accordingly, staff is recommending that pursuant to City Council Policy No. 126, Section VII F(6c), which outlines the City's RFP/RFQ process requirements, this procurement be declared to be exempt from the request for proposal process. This policy exemption is applicable to ESRI due to its proprietary technological access to data that is not offered by other vendors without a third party agreement and additional higher costs. FISCAL IMPACT: Pending Council approval of the recommended action, there would be a savings of approximately $19,000 over the next three years. Funding for this system would come from the existing Facilities Operation Fund budget allocated for the two systems identified for replacement, and no additional appropriation is needed. The first year agreement cost would be prorated based on the inception date of the agreement. ENVIRONMENTAL IMPACT: In accordance with the California Environmental Quality Act (CEQA), the recommended action is exempt from CEQA per Section 15061(b)(3), the general rule that CEQA applies only to activities that would have the potential for causing a significant effect on the environment. Where it can be seen with certainty that there is no possibility that the activity in question may have a significant effect on the environment, the activity is not subject to CEQA. A Services Agreement with ESRI to provide mapping and geographic software services would not be an activity with potential to cause significant effect on the environment, and is therefore exempt from CEQA. PRIOR CITY COUNCIL REVIEW: Not applicable. COMMISSION/COMMITTEE/BOARD REVIEW AND RECOMMENDATIONS: Not applicable. NOTIFICATIONS: Jan Cunningham, Account Manager, Environmental Systems Research Institute, Inc. ATTACHMENT: Attachment 1 - Agreement with Environmental Systems Research Institute, Inc. Environmental Systems Research Institute, Inc. 380 New York St Redlands, CA 92373-8100 Phone: 909-793-2853 Fax: 909.3073049 DUNS Number: 063134175 CAGE Code: OAMS3 To expedite your order, please attach a copy of this quotation to your purchase order. Quote is valid from: 0611512018 To: 0911312018 Quotation # 20531352 Date: June 15, 2018 Customer#119341 Contract# City of San Juan Capistrano City Manager Dept 32400 Paseo Adelanto San Juan Capistrano, CA 92675 ATTENTION: Jacob Green PHONE: (949)443-6321 FAX: Material Ory Description Unit Price Total 110035 1 Populations of 0 to 25,000 Small Government Term Enterprise License 25,000.00 25,000.00 Agreement - Year 1 110035 1 Populations of O to 25,000 Small Government Term Enterprise License 25,000.00 25,000.00 Agreement - Year 2 110035 1 Populations of 0 to 25,000 Small Government Term Enterprise License 25,000.00 25,000.00 Agreement - Year 3 Item Total: 75,000.00 Subtotal: 75,000.00 Sales Tax: 0.00 Estimated Shipping & Handling(Sudam Delivery) : 0.00 Contract Pricing Adjust: 0.00 Total: $75,000.00 esd may charge a fee to cover expenses related to any customer requirement to use a pretender, vendor management procurement, or invoice program. IFor questions contact: Elizabeth Stowe Email: tow (pie=r' ora Phone: (909)7932853x!5313 your mem coven: any nem q.oled, than End's standard farms antl conditions found at hllp:liw esn.m"-i l lwYuesratvtegaupmama-mmma-mn.pm apply ru yeu, Pwawaa of that item. Federal government entities and govemment prime contractors authorized under FAR 51.1 may purchase under the terms of Esds GSA Federal Supply Schedule. Supplemental terms and conditions found at http:ll v .esd.mMl tedsu lemental-lerm"nd-mndigons apply W some stale and local govemment purchases. All leans of this quotation will be incorporated into and become pad of any additional agreement regarding Esds offerings. Acceptance of this quotation is limited to the terms of this quotation, Esri objects to and expressly missile any different or additional terms contained in any purchase order, offer, or confirmation sent W or to be sent by buyer. The quotation information is confidential and may not be copied or released other than for Ne express purpose of system selection and purchasetiicense. The information may not be given te outside ponies d, used for any other purpose without consent from End. Delivery is FOB Origin. If sending remittance, please address to: Esri, P.O. Box 741076, Los Angeles, CA 90074-1076 STOWEE This offer is limited to the terms and conditions incorporated and attac' ATTACHMENT 1 Allis Environmental Systems Research Institute, Inc. 380 New York St Redlands, CA 92373-8100 Phone: 909-793.2853 Fax: 909-307-3049 DUNS Number: 06-313-4175 CAGE Code: 0AMS3 To expedite your order, please attach a copy of this quotation to your purchase order. Quote is valid from: 06/15/2018 To: 09/13/2018 Quotation # 20531352 Date: June 15, 2018 Customer # 119341 Contract # City of San Juan Capistrano City Manager Dept 32400 Paseo Adelanto San Juan Capistrano, CA 92675 ATTENTION: Jacob Green PHONE: (949) 443-6321 FAX: It you have made ANY alterations to the line Items Included in this quote and have chosen to sign the quote to Indicate your acceptance, you must fax Earl the signed quote in Its entirety in order for the quote to be accepted You will be contacted by your Customer Service Representative if additional information is required to Complete your request. It your organization Is a US Federal, stale, or local government agency; an educational facility; or a company that will not pay an Invoice without having Issued a formal purchase order, a signed quotation will not be accepted unless It is accompanied by your purchase order. In order to expedite processing, please reference the quotation number and anylail applicable Earl contract numberls) (e.g. MPA, ECA, SmadBuy, GSA, BPA) on your ordering document. BY SIGNING BELOW. YOU CONFIRM THAT YOU ARE AUTHORIZED TO OBLIGATE FUNDS FOR YOUR ORGANIZATION, AND YOU ARE AUTHORIZING ESRI TO ISSUE AN INVOICE FOR THE ITEMS INCLUDED IN THE ABOVE OU OTE IN THE AMOUNT OF$ , PLUS SALES TAXES IF APPLICABLE, DO NOT USE THIS FORM IF YOUR ORGANIZATION WILL NOT HONOR AND PAY ESRI'S INVOICE WITHOUT ADDITIONAL AUTHORIZING PAPERWORK. Please check one of the following: I agree to pay any applicable sales tax. I am lax exempt, please contact me If exempt Information is not currently on file with Esrl. Signature of Authorized Representative Name (Please Print) Title Data The gaoo.Inlamdbn a plopnalwy-a may M Ee sa". r1 releasee W1w, Nm Ica.-otes[ 11d syelem sexed. MC nism sefl–we. This rf-1--Y al as even b wtzga paNez w re oAerpm ,a valnoux mnsml M1wn EnVl.—teIS"eas Ro.e Ire s... lnc Voc1 A-ry ei malty W08aMlm use lexreAecleE an Nia quob l,az Coen ukWalNe5 elite tlalod Nn pwletim e,gkmel&YMantlM e6awnWngrce lorywl npenlialgn'e eWAelery ry,poSm. Ewl ry Iberg111baGmbne rdbcl mlmaM/wUw,y al Pe tlual tlale ollnvdmAllyab WAanxollm lsbuxwupl E�paYz[ub Nx enetlly. igen plblo lnmc'e,B. )a�wpenutllm mu[I povtle Eon MN a wry d e au,eg4lev tlxmmplbn n Nfub bwee by ywr sole's lavlrg auNwlly lo, Ne Riven lunzbcitm. Esti may shave a fee to cover expenses related to any customer requirement to use a proprietary vendor management, Promramentor invoice program. For questions contact: Elizabeth Stowe Email: estoweiSest' com Phone: (909)793-2853x5313 The items on this quotation are subject to and governed by the terms of this quotation, the most cement product specific am" of use document found at hltplA..esri.mm/-/mediWFileslPdfsAegaVpdfsle300.pdf, and your applicable signed agreement with Esri. If no such agreement covers any Item quoted, than Esn's standard terms and conditions found at htlp://www.esri.mm –/media/Files/PdfsllegaVpdfs/ma-full/ma-futl.pdf apply to your purchase of that item. Federal government entities and government prime contractors sufforized under FAR 51.1 may purchase under the terms of Esds GSA state and Iowl govemmenl purchases. All terms of this quotation will be incorporated into and become pad of any additional agreement regarding Esas offerings. Acceptance of this quotation is limited to the terms of this quotation. Esri objects to and expressly rejects any different or additional terms contained in any purchase order, otter, or confirmation sent to or to be sent by buyer. The quotation information Is confidential and may not be copied or released other than for the express purpose of system selection and pechasedicenw, The information may not be given to outside parties or used for any other purpose without consent from Esri. Delivery is FOB Origin. If sending remittance, please address to: Esri, P.O. Box 741076, Los Angeles, CA 90074-1076 STOWEE This offer is limited to the terms and conditions incorporated and attached herein. Esri Use Only: Cust. Name _ Cust. # PO # _ Esri Agreement # SMALL ENTERPRISE AGREEMENT COUNTY AND MUNICIPALITY GOVERNMENT (E214-1) 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: (1) 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 Desktop Software and Extensions (Single Use) ArcGIS Desktop Advanced ArcGIS Desktop Standard ArcGIS Desktop Basic ArcGIS Desktop Extensions: ArcGIS 3D Analyst, ArcGIS Spatial Analyst, ArcGIS Geostatistical Analyst, ArcGIS Publisher, ArcGIS Network Analyst, ArcGIS Schematics, ArcGIS Workflow Manager, ArcGIS Data Reviewer Enterprise Software and Extensions ArcGIS Enterprise and Workgroup (Advanced and Standard) ArcGIS Enterprise Extensions: ArcGIS 3D Analyst, ArcGIS Spatial Analyst, ArcGIS Geostatistical Analyst, ArcGIS Network Analyst, ArcGIS Schematics, ArcGIS Workflow Manager Enterprise Optional Servers ArcGIS Image Server Developer Tools ArcGIS Engine ArcGIS Engine Extensions: ArcGIS 3D Analyst, ArcGIS Spatial Analyst, ArcGIS Engine Geodatabase Update, ArcGIS Network Analyst, ArcGIS Schematics ArcGIS Runtime (Standard) ArcGIS Runtime Analysis Extension Limited Quantities One (1) Professional subscription to ArcGIS Developer" Two (2) Esri CityEngine Advanced Single Use Licenses 50 Level 1 ArcGIS Online Named Users 50 Level 2 ArcGIS Online Named Users 10,000 ArcGIS Online Service Credits 50 Level 2 ArcGIS Enterprise Named Users 2 Insights for ArcGIS for use with ArcGIS Enterprise OTHER BENEFITS Number of Esri User Conference registrations provided annually 2 Number of Tier 1 Help Desk individuals authorized to call Esri 2 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 Pago 1 of 6 January 26. 2018 Customer may accept this Agreement by signing and returning the whole Agreement with a signed sales quotation, purchase order, or other document that matches the Quotation and references this Agreement ("Ordering Document"). ADDITIONAL OR CONFLICTING TERMS IN 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 Customer's Ordering Document incorporating this Agreement by reference, unless otherwise agreed to by the parties ("Effective Date"). 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: (Customer) By: Authorized Signature Printed Name: Title: Date: CUSTOMER CONTACT INFORMATION Contact: Telephone: Address: City, State, Postal Code: Country: Quotation Number (if applicable): Fax: E-mail: Page 2 of 6 January 26. 2018 1.0—ADDITIONAL DEFINITIONS In addition to the definitions provided in the Master Agreement, the following definitions apply to this Agreement: "Case" means a failure of the Software or Online Services to operate according to the Documentation where such failure substantially impacts operational or functional performance. "Deploy", "Deployed" and "Deployment" mean to redistribute and install the Products and related Authorization Codes within Customer's organization(s). "Fee" means the fee set forth in the Quotation. "Maintenance" means Tier 2 Support, Product updates, and Product patches provided to Customer during the Term of Agreement. "Master Agreement" means the applicable master agreement for Esri Products incorporated by this reference that is (i) found at httr)://www.esd.com /legal/software-license and available in the installation process requiring acceptance by electronic acknowledgment or (fi) a signed Esri master agreement or license agreement that supersedes such electronically acknowledged master agreement. "Product(s)" means the products identified in Table A—List of Products and any updates to the list Esri provides in writing. "Quotation" means the offer letter and quotation provided separately to Customer. "Technical Support" means the technical assistance for attempting resolution of a reported Case through error correction, patches, hot fixes, workarounds, replacement deliveries, or any other type of Product corrections or modifications. "Tier 1 Help Desk" means Customer's point of contact(s) to provide all Tier 1 Support within Customer's organization(s). "Tier 1 Support" means the Technical Support provided by the Tier 1 Help Desk. "Tier 2 Support" means the Esri Technical Support provided to the Tier 1 Help Desk when a Case cannot be resolved through Tier 1 Support. 2.0 -ADDITIONAL GRANT OF LICENSE 2.1 Grant of License. Subject to the terms and conditions of this Agreement, Esri grants to Customer a personal, nonexclusive, nontransferable license solely to use, copy, and Deploy quantities of the Products listed in Table A—List of Products for the Term of Agreement (i) for the applicable Fee and (ii) in accordance with the Master Agreement. 2.2 Consultant Access. Esri grants Customer the right to permit Customer's consultants or contractors to use the Products exclusively for Customer's benefit. Customer will be solely responsible for compliance by consultants and contractors with this Agreement and will ensure that the consultant or contractor discontinues use of Products upon completion of work for Customer. Access to or use of Products by consultants or contractors not exclusively for Customer's benefit is prohibited. Customer may not permit its consultants or contractors to install Software or Data on consultant, contractor, or third -party computers or remove Software or Data from Customer locations, except for the purpose of hosting the Software or Data on Contractor servers for the benefit of Customer. 3.0—TERM, TERMINATION, AND ExPIRATION 3.1 Term. This Agreement and all licenses hereunder will commence on the Effective Date and continue for the duration identified in the Term of Agreement, unless this Agreement is terminated earlier as provided herein. Customer is only authorized to use Products during the Term of Agreement. For an Agreement with a limited term, Esri does not grant Customer an indefinite or a perpetual license to Products. 3.2 No Use upon Agreement Expiration or Termination. All Product licenses, all Maintenance, and Esri User Conference registrations terminate upon expiration or termination of this Agreement. 3.3 Termination for a Material Breach. Either party may terminate this Agreement for a material breach by the other party. The breaching party will have thirty (30) days from the date of written notice to cure any material breach. 3.4 Termination for Lack of Funds. For an Agreement with government or government- owned entities, either party may terminate this Agreement before any subsequent year if Page 3 of 6 January 26. 2018 Customer is unable to secure funding through a. Tier 1 Support the legislative or governing body's approval process. 1. Customer will provide Tier 1 Support through the Tier 1 Help Desk to all 3.5 Follow-on Term. If the parties enter into Customer's authorized users. another agreement substantially similar to this Agreement for an additional term, the effective 2. The Tier 1 Help Desk will be fully trained in date of the follow-on agreement will be the day the Products. after the expiration date of this Agreement. 3. At a minimum, Tier 1 Support will include those activities that assist the user in 4.0—PRODUCT UPDATES resolving how-to and operational questions as well as questions on installation and 4.1 Future Updates. Esri reserves the right to troubleshooting procedures. update the list of Products in Table A—List of Products by providing written notice to 4. The Tier 1 Help Desk will be the initial point Customer. Customer may continue to use all of contact for all questions and reporting of a Products that have been Deployed, but support Case. The Tier 1 Help Desk will obtain a full and upgrades for deleted items may not be description of each reported Case and the available. As new Products are incorporated into system configuration from the user. This the standard program, they will be offered to may include obtaining any customizations, Customer via written notice for incorporation into code samples, or data involved in the Case. the Products schedule at no additional charge. Customer's use of new or updated Products S. If the Tier 1 Help Desk cannot resolve the requires Customer to adhere to applicable Case, an authorized Tier 1 Help Desk additional or revised terms and conditions in the individual may contact Tier 2 Support. The Master Agreement. Tier 1 Help Desk will provide support in such a way as to minimize repeat calls and make 4.2 Product Life Cycle. During the Term of solutions to problems available to Agreement, some Products may be retired or Customer's organization. may no longer be available to Deploy in the identified quantities. Maintenance will be subject 6. Tier 1 Help Desk individuals are the only to the individual Product Life Cycle Support individuals authorized to contact Tier 2 Status and Product Life Cycle Support Policy, Support. Customer may change the Tier 1 which can be found at http://support.esd.com/en Help Desk individuals by written notice to /content/productlifecvcles. Updates for Products Esri. in the mature and retired phases may not be available. Customer may continue to use b. Tier 2 Support Products already Deployed, but Customer will 1. Tier 2 Support will log the calls received not be able to Deploy retired Products. from Tier 1 Help Desk. 2. Tier 2 Support will review all information 5.0 -MAINTENANCE collected by and received from the Tier 1 Help Desk including preliminary documented The Fee includes standard maintenance benefits troubleshooting provided by the Tier 1 Help during the Term of Agreement as specified in the Desk when Tier 2 Support is required. most current applicable Esri Maintenance and Support Program document (found at 3. Tier 2 Support may request that Tier 1 Help http://www.esri.comfegal). At Esri's sole discretion, Desk individuals provide verification of Esri may make patches, hot fixes, or updates information, additional information, or available for download. No Software other than the answers to additional questions to defined Products will receive Maintenance. supplement any preliminary information Customer may acquire maintenance for other gathering or troubleshooting performed by Software outside this Agreement. Tier 1 Help Desk. 4. Tier 2 Support will attempt to resolve the Case submitted by Tier 1 Help Desk. Page 4 of 6 January 26, 2018 5. When the Case is resolved, Tier 2 Support will communicate the information to Tier 1 Help Desk, and Tier 1 Help Desk will disseminate the resolution. to the user(s). 6.0—ENDORSEMENT AND PUBLICITY This Agreement will not be construed or interpreted as an exclusive dealings agreement or Customer's endorsement of Products. Either party may publicize the existence of this Agreement. 7.0 --ADMINISTRATIVE REQUIREMENTS 7.1 OEM Licenses. Under Esri's OEM or Solution OEM programs, OEM partners are authorized to embed or bundle portions of Esri products and services with their application or service. OEM partners' business model, licensing terms and conditions, and pricing are independent of this Agreement. Customer will not seek any discount from the OEM partner or Esri based on the availability of Products under this Agreement. Customer will not decouple Esri products or services from the OEM partners' application or service. 7.2 Annual Report of Deployments. At each anniversary date and ninety (90) calendar days prior to the expiration of this Agreement, Customer will provide Esri with a written report detailing all Deployments. Upon request, Customer will provide records sufficient to verify the accuracy of the annual report. 8.0—ORDERING, ADMINISTRATIVE PROCEDURES, DELIVERY, AND DEPLOYMENT 8.1 Orders, Delivery, and Deployment a. Upon the Effective Date, Esri will invoice Customer and provide Authorization Codes to activate the nondestructive copy protection program that enables Customer to download, operate, or allow access to the Products. If this is a multi-year Agreement, Esri may invoice the Fee before the annual anniversary date for each year. b. Undisputed invoices will be due and payable within thirty (30) calendar days from the date of invoice. Esri's federal ID number is 95-2775-732. c. If requested, Esri will ship backup media to the ship -to address identified on the Ordering Document, FOB Destination, with shipping charges prepaid. Customer acknowledges that should sales or use taxes become due as a result of any shipments of tangible media, Esri has a right to invoice and Customer will pay any such sales or use tax associated with the receipt of tangible media. 8.2 Order Requirements. Esri does not require Customer to issue a purchase order. Customer may submit a purchase order in accordance with its own process requirements, provided that if Customer issues a purchase order, Customer will submit its initial purchase order on the Effective Date. If this is a multi-year Agreement, Customer will submit subsequent purchase orders to Esri at least thirty (30) calendar days before the annual anniversary date for each year. a. All orders pertaining to this Agreement will be processed through Customer's centralized point of contact. b. The following information will be included in each Ordering Document: (1) Customer name; Esri customer number, if known; and bill -to and ship -to addresses (2) Order number (3) Applicable annual payment due 9.0—MERGERS, ACQUISITIONS, OR DIVESTITURES If 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 ill, 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. Page 5 of 6 January 26, 2018 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, 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 January 26, 2018