HomeMy WebLinkAboutReg 2017-12-04 Item 3C - Agreement - GIS Professional Services with Environmental Systems Research Institute for $55,000COUNCIL AGENDA SYNOPSIS
I,aitialr
Meeting Date
Prepared by
Mayor- review
Council review
12/04/17
TEH
c',
OLjj
n Resolution
MtgDate
E Ordinance
Mtg Date
❑ Bid Award
Mtg Date
E Public Hearing
Mtg Date
E Other
Mtg Date
11
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SPONSOR Council LiVigyor HR EDCD Finance Fire 11TS
❑P&R ❑Police PW Court
SPONSOR'S
SUMMARY The Council is being asked to approve the attached 2 year agreement for ESRI Enterprise
Licensing for the City of Tukwila.
R1Ivll:W1ID BY ❑ C.O.W. Mtg. LI CDN Comm ® Finance Comm. ❑ Public Safety Comm.
❑ Trans &Infrastructure ❑ Arts Comm. ❑ Parks Comm. ❑ Planning Comm.
DATE: 11/21/17 COMMITTEE. CHAIR: SEAL
RECOMMENDATIONS:
SPoNsoR/ADMIN.
COMMI'ITEI?
ITEM INFORMATION
ITEM No.
3.C.
1
STAFF SPONSOR: JOSEPH TODD
ORIGINAL. AGENDA DATE: 12/4/17
AGENDA ITEM TITLE ESRI
Enterprise License Agreement (ELA) for GIS
CAT] ] IG ORY C Discussion
Mtg Date
Motion
Date 12/04/17
n Resolution
MtgDate
E Ordinance
Mtg Date
❑ Bid Award
Mtg Date
E Public Hearing
Mtg Date
E Other
Mtg Date
11
Mtg
SPONSOR Council LiVigyor HR EDCD Finance Fire 11TS
❑P&R ❑Police PW Court
SPONSOR'S
SUMMARY The Council is being asked to approve the attached 2 year agreement for ESRI Enterprise
Licensing for the City of Tukwila.
R1Ivll:W1ID BY ❑ C.O.W. Mtg. LI CDN Comm ® Finance Comm. ❑ Public Safety Comm.
❑ Trans &Infrastructure ❑ Arts Comm. ❑ Parks Comm. ❑ Planning Comm.
DATE: 11/21/17 COMMITTEE. CHAIR: SEAL
RECOMMENDATIONS:
SPoNsoR/ADMIN.
COMMI'ITEI?
Department of Technology Information Services
Unanimous Approval; Forward to Consent Agenda
COST IMPACT / FUND SOURCE
EXPIINDITURI RI;QUIRIID AMOUNT BUDGETED APPROPRIATION REQUIRED
$55,000 $55,000 $55,000
Fund Source:
Comments:
MTG. DATE
RECORD OF COUNCIL ACTION
12/4/17
MTG. DATE
ATTACHMENTS
12/4/17
Informational Memorandum dated 11/14/17
ESRI Small Enterprise Agreement County & Municipality Government (E214-1)
Minutes from the Finance Committee meeting of 11/21/17
1
2
City of Tukwila
Allan Ekberg, Mayor
INFORMATIONAL MEMORANDUM
TO: Finance & Safety Committee
FROM: Joseph Todd (TIS)
BY: Tami Eberle -Harris, Roman Linsao
CC: Mayor Ekberg
DATE: November 14, 2017
SUBJECT: ESRI Enterprise License Agreement (ELA) for GIS
ISSUE
GIS is no longer a sidelined toolset. It is becoming a central, integral part of our key business
processes.
BACKGROUND
The City of Tukwila currently has ArcGIS for Server and several stand-alone licenses for ESRI
GIS. This proposal details the advantages of upgrading to an ESRI Enterprise License (ELA) for
the City of Tukwila.
DISCUSSION
2017 has been a year of growth for GIS at the City of Tukwila. The GIS Coordinator was re-
assigned to the TIS department in order to fulfill enterprise level GIS capabilities and expand the
GIS Program. During 2016 and 2017, a centralized GIS warehouse was built, incorporating
layers and data utilized by multiple departments. With the assistance of King County and DCD,
the Tukwila iMap application was implemented, and is used for a myriad of business use cases,
which include but are not limited to creating 'Self -Service' address lists, Land Development
inquiries, and fulfilling citizen inquiries and reports. Additional layers are being added to the
Tukwila iMap on an ongoing basis, exploration has begun on utilizing the Collector app to collect
GIS data in the field, and a contract was recently initiated to bring Lucity Asset management
onboard, which will also be integrated with our GIS data warehouse.
Many benefits would be gained by procuring the ELA. The named user licenses for ArcGIS
online and portal would increase, providing more opportunities for staff and citizens to utilize
GIS capabilities. The ArcGIS Online credits available to Tukwila would increase as well, which is
key to aligning Tukwila's GIS to our Cloud First strategies. Analytic tools such as Insights for
ArcGIS would be available for data analysis, ultimately improving GIS access, and enhancing
GIS capabilities for front line employees allowing for improved quality services for the citizens of
Tukwila.
FINANCIAL IMPACT
Multiple Departments in the city currently share the cost of GIS maintenance and licensing.
The total ongoing maintenance cost for current licensing is $11,800. This gives the City access
to limited licensing for ArcGIS Online, ArcGIS for Server, Desktop software, and several
extensions, utilized in applications or by users in departments of DCD, Fire, Police, PW, and
TIS.
3
INFORMATIONAL MEMO
Page 2
The Enterprise agreement would expand on the current tools to include uncapped quantities of
Desktop software and developer tools, increased user named licensing for ArcGIS Online (from
6 to 100), increased online service credits for ArcGIS Online (from 600 to 10,000), and multiple
software extensions.
The cost shown in the attached quote covers the two-year agreement, in an amount not to
exceed $55,000.
Below is a summary of some of the cost savings and credits by purchasing the products
Maintenance Credit = $5,367
Licensing Credit = $2,580
$7,947
The total over two years is below the current allocated budget in TIS for GIS Professional
services (budgeted $90,000 for 2017 & 2018)
RECOMMENDATION
The Committee is being asked to consider the 2 -year ESRI ELA agreement in the amount of
$55,000 and forward this item to the December 4, 2017 Regular Meeting Consent Agenda.
ATTACHMENTS
-ESRI Small Enterprise Agreement County & Municipality Government (E214-1)
W:12017 Info Memos\ESRI ELA InfoMemo 112117.doc
4
esri°
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: OAMS3
To expedite your order, please attach a copy of
this quotation to your purchase order.
Quote is valid from: 11/14/2017 To: 02/12/2018
Quotation # 20518811
Date: November 14, 2017
Customer # 135074 Contract #
City of Tukwila
Information Technology Dept
6300 Southcenter Blvd Ste 202
Tukwila, WA 98188
ATTENTION: Tami Eberle -Harris
PHONE: (206) 433-7150
FAX: (206) 433-1833
Material Qty Description
110035 1 Populations of 0 to 25,000 Small Government Term Enterprise License
Agreement Year 1
110035 1 Populations of 0 to 25,000 Small Government Term Enterprise License
Agreement Year 2
Unit Price
25,000.00
25,000.00
Total
25,000.00
25,000.00
Item Total:
50,000.00
Subtotal:
Sales Tax:
Estimated Shipping & Handling(2 Day Delivery) :
Contract Pricing Adjust:
Please note credit will be given for any unused maintenance at the start of the
enterprise agreement.
50,000.00
5,000.00
0.00
0.00
Total: $55,000.00
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: Heather Glock
Email: hglock@esri.com Phone: 909-793-2853 x8948
The items on this quotation are subject to the terms of this quotation and of your signed agreement with Esri, if applicable. If no such agreement covers
any item, then Esri's standard terms and conditions found at http://www.esri.com/legal/software-license apply to your purchase of that item. 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 of this quotation is limited to the terms of this quotation. State and local government entities in California or Maryland buying
under the State Contract are also subject to the terms and conditions found at http://www.esri.com/legal/supplemental-terms-and-conditions. 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 offerings.
If sending remittance, please address to: Esri, P.O. Box 741076, Los Angeles, CA 90074-1076
GLOCKH
This offer is limited to the terms and conditions incorporated and attached herein.
5
esri•
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: OAMS3
To expedite your order, please attach a copy of
this quotation to your purchase order.
Quote is valid from: 11/14/2017 To: 02/12/2018
Quotation # 20518811
Date: November 14, 2017
Customer # 135074 Contract #
City of Tukwila
Information Technology Dept
6300 Southcenter Blvd Ste 202
Tukwila, WA 98188
ATTENTION: Tami Eberle -Harris
PHONE: (206) 433-7150
FAX: (206) 433-1833
If 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
Esri 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.
If your organization is a US Federal, state, 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 any/all applicable Esri contract number(s) (e.g. MPA, ELA, SmartBuy, 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 QUOTE 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.
_ 1 am tax exempt, please contact me if exempt information is not currently on file with Esri.
Signature of Authorized Representative Date
Name (Please Print)
Title
The quotation information is proprietary and may not be copied or released other than for the express purpose of system selection and purchase/license. This information may not be given to outside
parties or used for any other purpose without consent from Environmental Systems Research Institute, Inc. (Esri).
Any estimated sales and/or use tax reflected on this quote has been calculated as of the date of this quotation and is merely provided as a convenience for your organization's budgetary purposes. Esri
reserves the right to adjust and collect sales and/or use tax at the actual date of invoicing. If your organization is tax exempt or pays state tax directly, then prior to invoicing, your organization must
provide Esri with a copy of a current tax exemption certificate issued by your state's taxing authority for the given jurisdiction.
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: Heather Glock
Email: hglock@esri.com Phone: 909-793-2853 x8948
The items on this quotation are subject to the terms of this quotation and of your signed agreement with Esri, if applicable. If no such agreement covers
any item, then Esri's standard terms and conditions found at http://www.esri.com/legal/software-license apply to your purchase of that item. 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 of this quotation is limited to the terms of this quotation. State and local government entities in California or Maryland buying
under the State Contract are also subject to the terms and conditions found at http://www.esri.com/legal/supplemental-terms-and-conditions. 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 offerings.
If sending remittance, please address to: Esri, P.O. Box 741076, Los Angeles, CA 90074-1076
GLOCI6}1
This offer is limited to the terms and conditions incorporated and attached herein.
esri
IMPLEMENTATION SERVICES ADDENDUM
FOR SERVICES PACKAGES
Esri, 380 New York St., Redlands, CA 92373-8100 USA • TEL 909-793-2853 • FAX 909-793-5953
1. DEFINITIONS
"Commercial Off -the -Shelf Software" or "COTS Software"
means all or any portion of Esri's proprietary software technology
accessed or downloaded from an authorized Esri website or
delivered on any media, in any format, including backups, updates,
service packs, patches, hot fixes, or permitted merged copies,
available under license to the general public.
"Map Data" means any digital dataset(s) including geographic,
vector data, coordinates, raster, or associated tabular attributes
supplied by either party for use in the performance of this
Addendum.
"Services" means consulting support being performed by Esri on a
time and materials basis in exchange for compensation from
Customer.
"Services Output" means any work product produced by Esri as a
result of Services provided under this Addendum. Services Output
can include, but is not limited to, reports, training materials, and
custom software code.
"Services Package(s)" means a predefined unit of Services
provided at a firm fixed price, as stated in Esri's proposal.
2. OWNERSHIP AND GRANT OF LICENSE
Except as specifically granted in this Addendum, Esri owns and
retains all rights, title, and interest in Services Output. Subject to the
terms and conditions in this Addendum, Esri grants to Customer a
nonexclusive, royalty -fee, worldwide -license to use, modify, and/or
reproduce Services Output in connection with Customer's
authorized use of Esri's COTS Software.
3. PATENTS ANI) INVENTIONS
Esri and Customer will retain title to any inventions, innovations,
and improvements ("Inventions") made or conceived solely by its
principals, employees, consultants, or independent contractors
("Inventors") during the term of this Addendum. Esri and Customer
will jointly own any inventions made or conceived jointly by
Inventors from both parties. Where inventions are jointly owned,
each joint owner will share equally the costs of acquiring protection
for the inventions and furnish the other joint owner with assistance
reasonably required for acquiring protection. Neither Esri nor
Customer may license, transfer, or sell its interest in jointly owned
Inventions without the xvritten consent of the other party, which will
not be unreasonably withheld.
4. COMPENSATION
Esri will perform and invoice Services on a firm fixed price basis,
and the deliverable will be consultation time. Esri will invoice
Customer for all Services Packages ordered upon receipt of a valid
Customer Purchase Order/ordering document. The Purchase
Order/ordering document will confirm the quantity and price of the
Services Packages ordered, as described in Esri's proposal or
quotation, and will reference Customer acceptance of this terms and
conditions document. Esri standard payment terns are net 30 days
from receipt of an Esri invoice. Payment will be made to the Esri
address identified on the Esri invoice. For Services provided beyond
the period of performance proposed or provided in a new calendar
year, Esri reserves the right to increase the Services Package price in
accordance with Esri's most current price schedule. Esri's obligation
for completion of the Services proposed is limited to the hours
outlined in the Services Package descriptions within Esri's statement
of work. If additional time is required to complete Customer's goals
or activities set forth in the applicable statement of work, Esri and
Customer will amend the Purchase Order/ordering document, as
mutually agreed, by increasing the quantity of Service Packages
ordered and issuing a new or amended Purchase Order/ordering
document. Esri may, at its sole discretion, stop work to avoid
exceeding the total hours allotted in a specific Services Package.
Unused labor hours or travel remaining after the performance of a
Services Package will expire and not be available for performance at
a later date. If funded Services Packages have not been performed
within twelve (12) months of the Esri invoice date, the Services
Package will expire, and no refund will be provided. Any
amendment to the Purchase Order/ordering document to add
Services Packages will not affect the rights or obligations of the
parties under this Addendum.
5. LIMITED WARRANTY AND DISCLAIMER OF
WARRANTIES
Esri warrants for a period of ninety (90) days front the date of
performance that Services will substantially conform to the
professional and technical standards of the software industry. If
Services do not substantially conform to these standards, Customer
may require Esri to reperform Services at no additional cost to
Customer. Services Output is provided as is without warranty of any
kind.
Disclaimer of Warranties. With the exception of the limited
warranty set forth in this Article, Esri disclaims and this
Addendum expressly excludes all other warranties, express or
implied, oral or written, including, without limitation, any and
all warranties of merchantability or fitness for a particular
purpose.
In addition to and without limiting the preceding paragraph,
Esri does not warrant in any way Map Data. Map Data may not
be free of nonconformities, defects, errors, or omissions; be
available without interruption; be corrected if errors are
discovered; or meet Customer's needs or expectations.
Customer should not rely on any Map Data unless Customer
has verified Map Data against actual data from documents of
record, field measurement, or observation.
6. LIMITATION OF LIABILITY AND EXCLUSIVE
REMEDY
In no event will Esri be liable to Customer for procurement of
substitute goods or services; lost profits; lost sales; business
expenditures; investments; business commitments; loss of
goodwill; or any indirect, special, exemplary, consequential, or
incidental damages arising out of or related to this Addendum,
however caused or under any theory of liability, even if Esri has
been advised of the possibility of such damages.
G363D Page 1 oft 08/14/2014
7
Esri's'total cumulative liability under this Addendum, from all
causes of action of any kind, will in no event exceed the amount
actually paid by Customer for services under this Addendum
from which the liability directly arose.
7. CONFIDENTIALITY
Services Output is Esri confidential information, and Customer will
preserve and protect the confidentiality of Services Output.
Customer agrees not to reverse engineer or decompile custom
software delivered in object code, executable code, or similar
formats (collectively, "Secure Formats"). For custom software
delivered in source code or other human -readable formats, Customer
will have met its obligations under this provision if its disclosure of
custom software is limited to custom software in Secure Formats,
provided that the means for reverse engineering, decompiling, or
disassembling the custom software is withheld from such disclosure,
and the person or entity in receipt of the custom software similarly
agrees not to perform the prohibited acts described above or allow
others to do so.
Except as provided in the preceding paragraph, Customer will not
disclose Services Output to third parties without the advance written
consent of Esri. Customer may make disclosures to Customer's
employees to the extent reasonably required to allow Customer to
use Services Output in a manner authorized under the applicable
software licenses. Before disclosing all or any portion of Services
Output to employees or third parties as permitted in the preceding
sentence, Customer will inform its employees or third parties of the
obligations in this Addendum and obtain their agreement to be
bound by them. Customer must comply with Article 8 in making
any permitted disclosures.
8. EXPORT CONTROLS
Customer must comply with all applicable laws and regulations of
the United States including, without limitation, its export control
laws. Customer expressly acknowledges and agrees not to export,
reexport, transfer, or release Services Output, in whole or in part, to
(i) any US embargoed country (including to a resident of any US
embargoed country); (ii) any person on the US Treasury
Department's list of Specially Designated Nationals; (iii) any person
or entity on the US Commerce Department's Lists of Parties of
Concern; or (iv) any person or entity where such export, reexport, or
provision violates any US export control laws or regulations
including, but not limited to, the terms of any export license or
licensing provision and any amendments and supplemental additions
to US export laws.
9. GENERAL PROVISIONS
9.1 Nonsolicitation. Neither party will directly solicit for hire any
employee of the other party who is associated with Services called
for under this Addendum during, and for a period of one (1) year
after, project completion. In the event this provision is breached,
liquidated damages equal to twelve (12) months of the employee's
compensation, plus any legal expenses associated with the
enforcement of this provision, will be paid by the breaching party to
the aggrieved party. The foregoing will in no way restrict the parties
from publicly advertising positions for hire in newspapers,
professional magazines, or Internet postings.
9.2 Taxes. Services are quoted exclusive of all state, local, value-
added, or other taxes; customs; duties; or other charges (other than
income taxes payable by Esri). In the event such taxes and/or
charges become applicable to Esri's Services or Services Output,
Customer will pay the applicable tax upon receipt of written notice
that it is due.
9.3 UCC inapplicability. Services provided under this Addendum
will not be governed by the Uniform Commercial Code (UCC) and
will not be deemed "goods" within the definition of UCC.
9.4 Order of Precedence. These terms and conditions will take
precedence over any Customer terms and conditions included in
Customer ordering or authorizing documents, such as purchase
orders. Any additional terms or conditions in Customer ordering or
authorizing documents will be void and may be incorporated into
this Addendum only by written amendment signed by both parties.
9.5 Equitable Relief. Customer agrees that any breach of this
Addendum by Customer may cause Esri irreparable damage. In the
event of a breach, in addition to any and all remedies at law, Esri
will have the right to seek an injunction, specific performance, or
other equitable relief in any court of competent jurisdiction to
prevent violation of these terms without the requirement of posting a
bond or undertaking or proving injury as a condition of relief.
9.6 Governing Law. This Addendum will be governed by and
construed in accordance with the laws of the State of California
without reference to its conflict of laws principles.
9.7 Entire Agreement. This Addendum is the sole and entire
agreement of the parties for Services and supersedes any previous
agreements, understandings, and arrangements (including any
purchase order terns and conditions) between the parties relating to
the subject matter.
G363D Page 2 oft 08/14/2014
8
esri
Esri Use Only:
Cust. Name
Cust. #
PO #
Esri Agreement #
Esri, 380 New York St., Redlands, CA 92373-8100 USA • TEL 909-793-2853 • FAX 909-793-5953
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 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 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) annual 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 1 ArcGIS Enterprise Named Users
50 Level 2 ArcGIS Enterprise Named Users
2 Insights for ArcGIS
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
Page 1 of
03/03/2017
9
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: Two (2) 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:
City of Tukwila
(Customer)
By:
Authorized Signature
Printed Name:
Title:
Date:
CUSTOMER CONTACT INFORMATION
Contact: Telephone:
Address: Fax:
City, State, Postal Code: E-mail:
Country:
Quotation Number (if applicable):
Page 2 of 5 03/03/2017
10
1.O--ADD11'Io'AI_, DEFIN
hi addition to the definitions provided in the License
Agreement, the following definitions apply to this
Agreement:
"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.
"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.
"License Agreement" means the applicable license
agreement for Esri Products incorporated by this
reference that is (i) found at
http://www.esri.com/legal/software-license and available
in the installation process requiring acceptance by
electronic acknowledgment or (ii) a signed Esri license
agreement that supersedes such electronically
acknowledged license agreement.
"Maintenance" means Tier 2 Support, Product updates,
and Product patches provided to Customer during the
Term of 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
organ ization(s).
"Tier 1 Support" means the Technical Support provided
by the Tier 1 Help Desk.
"Tier 2 Support" means the Technical Support provided
to the Tier 1 Help Desk when a Case cannot be resolved
through Tier 1 Support. Customer will receive Tier 2
Support from Esri.
2.O -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 provided on the first page (i) for the
applicable Fee and (ii) in accordance with the
License 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 on
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 Customer is unable to secure
funding through the legislative or governing body's
approval process.
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3.5 Follow-on Term. If the parties enter into another
agreement substantially similar to this Agreement for
an additional term, the effective date of the follow-on
agreement will be the day after the expiration date of
this Agreement.
4.0 -PRODUCT UPD i"FES
4.1 Future Updates. Esri reserves the right to update the
list of Products in Table A—List of Products by
providing written notice to Customer. Customer may
continue to use all Products that have been Deployed,
but support and upgrades for deleted items may not
be available. As new Products are incorporated into
the standard program, they will be offered to
Customer via written notice for incorporation into the
Products schedule at no additional charge. Customer's
use of new or updated Products requires Customer to
adhere to applicable additional or revised terms and
conditions of the License Agreement.
4.2 Product Life Cycle. During the Term of Agreement,
some Products may be retired or may no longer be
available to Deploy in the identified quantities.
Maintenance will be subject to the individual Product
Life Cycle Support Status and Product Life Cycle
Support Policy, which can be found at
http://support.esri.com/en/content
/productlifecvcles. Updates for Products in the
mature and retired phases may not be available.
Customer may continue to use Products already
Deployed during the Term of Agreement, but
Customer will not be able to Deploy retired Products.
5.O-IVI S1NTE Ai'NCE
The Fee includes standard maintenance benefits during
the Term of Agreement as specified in the most current
applicable Esri Maintenance and Support Program
document (found at http://www.esri.com/legal). At Esri's
sole discretion, Esri may make patches, hot fixes, or
updates available for download. No Software other than
the defined Products will receive Maintenance. Customer
may acquire maintenance for other Software outside this
Agreement.
a. 'tier 1 Support
1. Customer will provide Tier 1 Support through
the Tier 1 Help Desk to all Customer's
authorized users.
2. The Tier 1 Help Desk will be fully trained in the
Products.
3. At a minimum, Tier 1 Support will include those
activities that assist the user in resolving how-to
and operational questions as well as questions on
installation and troubleshooting procedures.
4. The Tier 1 Help Desk will be the initial points of
contact for all questions and reporting of a Case.
The Tier 1 Help Desk will obtain a full
description of each reported Case and the system
configuration from the user. This may include
obtaining any customizations, code samples, or
data involved in the Case. The Tier 1 Help Desk
may also use any other information and
databases that may be developed to satisfactorily
resolve the Case.
5. If the Tier 1 Help Desk cannot resolve the Case,
an authorized Tier 1 Help Desk individual may
contact Tier 2 Support. The Tier 1 Help Desk
will provide support in such a way as to
minimize repeat calls and make solutions to
problems available to Customer.
6. Tier 1 Help Desk individuals are the only
individuals authorized to contact Tier 2 Support.
Customer may change the Tier 1 Help Desk
individuals by written notice to Esri.
b. 'Fier 2 Support
1. Tier 2 Support will log the calls received from
Tier 1 Help Desk.
Tier 2 Support will review all information
collected by and received from the Tier 1 Help
Desk including preliminary documented
troubleshooting provided by the Tier 1 Help
Desk when Tier 2 Support is required.
3. Tier 2 Support may request that Tier 1 Help
Desk individuals provide verification of
information, additional information, or answers
to additional questions to supplement any
preliminary information gathering or
troubleshooting performed by Tier l Help Desk.
4. Tier 2 Support will attempt to resolve the Case
submitted by Tier 1 Help Desk.
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).
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6.0—ENDoRsEmENT ANI) 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—AmtINIS`ERA 'I VE 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 date 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.
8M -01U RIN a, Al);VIINISTRATIVI
PROCEDURES, DELIVERY, AND
llISPLOYIIENT
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 additional 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 additional 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, ACQUISI'T'IONS, OR
DIVES 1'1'1 ORES
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
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 5 of 5 03/03/2017
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14
Finance Committee Minutes November21, 2017
C. Ordinance: Financing Public Safety Plan Public Works Shops Facility
Staff is seeking Council approval of an ordinance to authorize issuance of one or more series of
limited tax obligation (LTGO) bonds in the aggregate principal amount not to exceed $20,000,000
to finance the acquisition of land and construction of the Public Works shops facility included in
the Public Safety Plan. The Council authorized the acquisition of parcels to site the facility on
November 6, 2017. Because the amount and timing of funds needed has a degree of certainty,
this ordinance was prepared for adoption now so that the City would have the financing tools in
place. In addition, it was prepared to include the greatest level of flexibility, including the option
for short-term financing. Staff distributed a new info memo that corrects an error and shows that
the debt service will be under what was budgeted by about half. The ordinance will be valid for
one year. Chair Seal asked about how the Council would be kept informed or provide necessary
approvals throughout the whole purchase process, as some may be concerned this ordinance
would serve as a blank check. Ms. Gregory pointed out that on page 54, Section 12(3)(4) the
ordinance provides that the Council must receive a report describing the final terms of the Bonds
sold pursuant to the Sale document. The Council would also remain closely involved through
consideration and potential approval of the purchase and sale agreement for the property. The
disclosure document could also be provided to the Council as the transaction proceeds. The
Committee expressed support for the ordinance being in place and providing flexibility for future
financing decisions. UNANIMOUS APPROVAL. FORWARD TO NOVEMBER 27, 2017 COMMITTEE
OF THE WHOLE.
D. Commercial Parking Tax Legislation
Staff is seeking Council approval of an ordinance to amend Tukwila Municipal Code 3.48 to
increase the commercial parking tax from 5% to 15% and impose a late penalty of 10% per
month. The commercial parking tax was established in 1998 and has not been updated since
then. An increase to 15% will make the rate comparable to tax rates in surrounding
jurisdictions. There are currently nine parking facilities in Tukwila that charge customers and
are therefore subject to this tax. Parking tax revenues are restricted to transportation projects.
UNANIMOUS APPROVAL. FORWARD TO NOVEMBER 27, 2017 COMMITTEE OF THE WHOLE.
E. Resolution: Equity Policy
Staff is seeking Council approval of a resolution that would adopt an equity policy for the City.
The policy was written by an ad hoc employee committee, then further refined and approved
by the Equity and Social Justice Commission. Since the Committee was last briefed, staff
presented the draft to other staff in all departments. As a result of that, "gender identity" was
added to the list of individuals and groups deserving of equity in Section 1. In section IV.5,
"contractors" was added to the list of groups who will receive an equity toolkit from the City.
The Equity and Social Justice Commission approved these two changes as well. UNANIMOUS
APPROVAL. FORWARD TO NOVEMBER 27, 2017 COMMITTEE OF THE WHOLE.
There was consensus to consider the ESRI Enterprise License Agreement as the next order of business.
F. Enterprise License Agreement: GIS Mapping Software
*Staff is seeking Council approval of a two-year agreement with Environmental Systems
Research Institute, Inc. (ESRI) in the amount not to exceed $55,000 for a GIS enterprise license.
Currently there is one staff member assigned to GIS and this licensing agreement will provide
15
Finance Committee Minutes November2l, 2017
more opportunities for staff and residents to access GIS capabilities, primarily through the new
Tukwila iMap application. The two-year agreement total is below the allocation of $90,000 in
the adopted budget. UNANIMOUS APPROVAL. FORWARD TO DECEMBER 4, 2017 REGULAR
CONSENT AGENDA.
G. Resolution: Non -Represented Employees 2018 Compensation
Staff is seeking Council approval of a resolution that would grant an increase of 2.7% to non -
represented employees' compensation effective January 1, 2018. The Council's intent to review
the overall compensation policy as adopted in Resolution 1796 is postponed to 1st Quarter 2018
due to the ongoing collective bargaining negotiations occurring this year. Staff is proposing the
2.7% increase because it matches the increase that was negotiated for the Teamsters, which is
the group that represents the largest number of City employees. The resolution also adopts the
benefits and longevity pay plan. Councilmember Hougardy asked how this percentage increase
relates to the overall City budget and revenue picture. Staff replied that the third quarter report
shows sales tax revenues are under budget, but property tax is at budget and gambling tax is
over budget. Overall revenues increased by about $570k. The City can pay for this salary
increase if authorized by Council because departmental expenditures continue to be under
budget. Councilmember Hougardy also asked what the dollar amount of the proposed
increase for the 37 employees amounts to, and staff will follow up with that information. While
acknowledging the market study has not been performed this year, Committee members
requested general information about salary increases in other jurisdictions. This information
will be provided when the compensation policy will be reviewed in early 2018. Councilmember
McLeod expressed concern about granting a salary increase to employees who may already be
above market, and stated he intends to focus on this next year. Staff noted that the Teamsters
contract that will be before the Council includes language specifically addressing that, which
will help inform the Council's policy discussion with regard to non -represented employees as
well. UNANIMOUS APPROVAL. FORWARD TO NOVEMBER 27, 2017 COMMITTEE OF THE
WHOLE.
III. MISCELLANEOUS
Adjourned at 7:53 p.m.
Committee Chair Approval
Minutes by LH
16