Resolution 2023-32738RESOLUTION NO. 2023-32738
A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI
BEACH, FLORIDA, AUTHORIZING THE RENEWAL OF THE ENVIRONMENTAL
SYSTEMS RESEARCH INSTITUTE SOFTWARE MAINTENANCE AND SERVICES
AGREEMENT BETWEEN THE CITY OF MIAMI BEACH AND ENVIRONMENTAL
SYSTEMS RESEARCH INSTITUTE, THE SOLE PROVIDER LICENSOR OF THE ESRI
SOFTWARE, IN AN AMOUNT NOT TO EXCEED $56,700 ANNUALLY, FOR A TERM OF
THREE (3) YEARS; AND FURTHER ACCEPTING THE WRITTEN RECOMMENDATION
OF THE CITY MANAGER TO WAIVE, BY 5/7THS VOTE, THE FORMAL COMPETITIVE
BIDDING REQUIREMENT, FINDING SUCH WAIVER TO BE IN THE BEST INTEREST OF
THE CITY.
WHEREAS, the City's Geographic Information System ("GIS") is a critical element in various
departments throughout the City. Many programs rely on GIS including the Public Works Utilities System,
Cityworks Asset Management System, New World Computer Aided Dispatch system, Energov Permitting
System, Munis Financial System, Geocortex Mapping System, and more. In addition, GIS provides mapping,
analysis and reporting solutions for all City departments; and
WHEREAS, in 2007, the Mayor and City Commission adopted Resolution No. 2007-26486, approving
the purchase of a "site" software license for GIS services from the Environmental Systems Research Institute
("ESRI"), which GIS software supports multiple applications for the City; and
WHEREAS, in 2017, the Mayor and City Commission adopted Resolution No. 2017-30038, approving
the Resolution to waive, by a 5/7ths vote, the formal competitive bidding requirement, finding such a waiver to
be in the City' s best interest, and authorizing a three (3) year extension to the software license agreement
with ESRI, the sole source provider and licensor of the ESRI Software; and
WHEREAS, in 2021, the Mayor and City Commission adopted Resolution No. 2021-31548, approving
the Resolution to waive, by a 5/7ths vote, the formal competitive bidding requirement, finding such a waiver to
be in the City' s best interest, and authorizing an additional three (3) year extension to the software license
agreement with ESRI, the sole source provider and licensor of the ESRI Software; and
WHEREAS, because ESRI is the sole provider of the ESRI Software, the City would like to renew its
contract with ESRI for an additional three (3) years, in the not to exceed amount of $56,700 annually, which
requires the Mayor and City Commission to waive, by 5/7ths vote, the formal competitive bidding requirement,
upon finding such waiver to be in the best interest of the City.
NOW, THEREFORE, BE IT DULY RESOLVED BY THE MAYOR AND CITY COMMISSION OF THE
CITY OF MIAMI BEACH, FLORIDA that the Mayor and City Commission hereby authorize the renewal of the
Environmental Systems Research Institute Software Maintenance and Services Agreement between the City
of Miami Beach and Environmental Systems Research Institute, the sole provider licensor of the ESRI
Software, in an amount not to exceed $56,700 annually, for a term of three (3) years; and further accept the
written recommendation of the City Manager to waive, by 5/7ths vote, the formal competitive bidding
requirement, finding such waiver to be in the best interest of the City.
PASSED and ADOPTED THIS 13 day of �/2023.
ATTEST:
21 SEP 2 0 2023
CITY CLERK
MAYOR
APPROVED AS TO
F FORM & LANGUAGE
& FOR EXECUTION
NCORI rORATEN
"" City Attorney Date
MIAMI BEACH
COMMISSION MEMORANDUM
TO: Honorable Mayor and Members of the City Commission
FROM: Alina T. Hudak, City Manager
DATE: September 13, 2023
SUBJECT: A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF
MIAMI BEACH, FLORIDA, AUTHORIZING THE RENEWAL OF THE
ENVIRONMENTAL SYSTEMS RESEARCH INSTITUTE SOFTWARE
MAINTENANCE AND SERVICES AGREEMENT BETWEEN THE CITY OF
MIAMI BEACH AND ENVIRONMENTAL_ SYSTEMS RESEARCH INSTITUTE,
THE SOLE PROVIDER LICENSOR OF THE ESRI SOFTWARE, IN AN
AMOUNT NOT TO EXCEED $56,700 ANNUALLY, FOR A TERM OF THREE (3)
YEARS; AND FURTHER ACCEPTING THE WRITTEN RECOMMENDATION OF
THE CITY MANAGER TO WAIVE, BY 517TH VOTE, THE FORMAL
COMPETITIVE BIDDING REQUIREMENT, FINDING SUCH WAIVER TO BE IN
THE BEST INTEREST OF THE CITY.
The Administration recommends that the Mayor and City Commission approve the request to waive,
by a 517ths vote, the formal competitive bidding requirement, finding such a waiver to be in the City's
best interest, and authorize the Administration to renew the ESRI software maintenance, services
and related items for future GIS needs through ESRI for purposes of maintaining standardization of
the City's GIS software in an amount not to exceed $56,700 annually, for the period of three (3)
years, subject to budgetary appropriation.
The C&/s Geographic Information System ("GIS") is a critical element in various departments
throughout the City. Many programs rely on GIS including the Public Works Utilities System,
Cityworks Asset Management System, New World Computer Aided Dispatch system, Energov
Permitting System, Munis Financial System, Geocortex Mapping System, and more. In addition,
GIS provides mapping, analysis and reporting solutions for all City departments including:
• The Police Department s Crime Analysis Division's ArcGIS Online Portal.
• Automated processes for updating Miami -Dade County Property Appraiser parcel data.
• Support services for the Citys Emergency Operations Center.
• Provides consultants and contractors working outside the City's computer network access to view
live storm water and sanitary GIS data.
In 2007, the Mayor and City Commission adopted Resolution No. 2007-26486, approving the
purchase of a "site" software license for GIS services from the Environmental Systems Research
I nctifi rtn /" C C R I "\ %• hirh (_ I C cnffiarorn c i snnnrtc mo dtinrc annrinatinnc fnr tho (` iht
Page 676 of 2938
III UIUL4 ` LVI\I /, ..Ito.'. -- Out-.U.L .3VPWks Il'7 situ IUVIV UpwII vIIJ IvI OF vny.
In 2017, the Mayor and City Commission adopted Resolution No. 2017-30038, approving the
Resolution to waive, by a 517ths vote, the formal competitive bidding requirement, finding such a
waiver to be in the City s best interest, and authorizing a three (3) year extension to the software
license agreement with ESRI, the sole source provider and licensor of the ESRI Software.
In 2021, the Mayor and City Commission adopted Resolution No. 2021-31548, approving the
Resolution to waive, by a 5/7ths vote, the formal competitive bidding requirement, finding such a
waiver to be in the City s best interest, and authorizing an additional three (3) year extension to the
software license agreement with ESRI, the sole source provider and licensor of the ESRI
Software.
Public Works is looking to renew its contract with ESRI for an additional three (3) years, in the not to
exceed amount of $56,700 annually, and further waiving by 5/7th vote, the formal competitive bidding
requirement, finding such waiver to be in the best interest of the City.
Results from the 2022 Resident Survey related to the Citys perception and satisfaction show an
overall approval of 67.4%, and rated the City as a good place to live.
FINANCIAL INFORMATION
$56,700, to be split from the following account numbers:
011-0840-000325-29-403-521-00-00-00- Streets
011-0815400325-29-400-092-00-00-00- Engineering
427-0427-000325-29-413-513-00-00-00- Stormwater
425-0420-000325-29-413,513-00-00-00- Sewer
425-0410-000325-29-413-513-00-00-00- Water
The Administration recommends that the Mayor and City Commission approve the request to waive,
by a 517ths vote, the formal competitive bidding requirement, finding such a waiver to be in the Citys
best interest, and authorize the Administration to renew the ESRI software maintenance, services
and related items for future GIS needs through ESRI for purposes of maintaining standardization of
the Citys GIS software in an amount not to exceed $56,700 annually, for the period of three (3)
years, subject to budgetary appropriation.
Applicable Area
Citywide
;:. .:U .i
• • i.v. t- 11111111141PIlls+
IM
Prosperity - Market and promote Miami Beach as a world class arts, culture, and quality
entertainment destination.
Page 677 of 2938
�TI� .y'i� i�'� �-T�� iT•i
ATTACHMENTS:
Description
o ESRI renewal quote
❑ ESRI Signed Agreement
❑ Resolution
Page 678 of 2938
esrr 1 "Eft -
WHERE"
Environmental
Environmental Systems Research Institute, Inc.
380 New York St
Redlands, CA 92373-8100
Phone: (909) 793-2853
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: 71512023 To: 101312023
Mtlwim My Term
168179 1 Year 1
Quotation # Q-488574
Date: July 5, 2023
Customer # 142437 Contract #
City of Miami Beach
Public Works Department
1700 Convention Center Dr
Miami Beach. FL 33139-1819
ATTENTION: Nestor Navarro
PHONE: 305-673-7000 x6571
EMAIL: nestornavarro@miamibeachfl.gov
Populations of 50,001 to 100,000 Small Government Enterprise Agreement Annual Subscription
168179
Year 2
Populations of 50,001 to 100,000 Small Government Enterprise Agreement Annual Subscription
168179
Year 3
Populations of 50.001 to 100,000 Small Government Enterprise Agreement Annual Subscription
ur* Plrft» Total
S56,70000 $56,700.00
$56,700.00 S56,700.00
$56,700.00 S56,700.00
Subtotal: $170,100.00
Sales Tax: $0,00
Estimated Shipping and Handling (2 Day Delivery): SO.00
Contract Price Adjust: SO.00
Total S170,100.00
Fan may char➢° a Fae to cover eapwr related to arry customer requeenent to We a propneiary vendor manepemenL procurement, a invo¢e program.
or questions contact: Email: Phone:
en McCrary bmccrary@esri.com 704-541-9810 x1666
The items on this quotation are subject to and governed by the terms of this quotation, the most current product specific scope of use document
found at hnpsliassets.esn.corn/contgnyjdarNssnfi4-igrm�t-use'e300'odf, and your applicable signed agreement
with Esn. If no such agreement covers any item quoted, then Esn's standard terms and conditions found at httos:i1aQmn.com/MAP$ apply to your
purchase of that item. If any item is quoted with a multi -year payment schedule, then unless otherwise stated in this quotation, Customer is required
to make all payments without right of cancellation. Third -party data sets included in a quotation as separately licensed items will only be provided
and invoiced it Esn is able to provide such data and will be subject to the applicable thir"rty's terms and conditions. If Esn is unable to provide
any such data set. Customer will not be responsible for any further payments for the data set. US Federal government entities and US govemment
prime contractors authorized under FAR 51.1 may purchase under the terms of Esn's GSA Federal Supply Schedule. Supplemental terms and
conditions found at hhVaLNvww sari mrryen apply to some US state and local government purchases- AI terms
of this quotation will be incorporated into and become part of any additional agreement regarding Esn's offerings. Acceptance of this quotation is
limited to the terms of this quotation. Esn 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. Urgess prohibited by law, the quotation information is confidential and may not be copied or released
other than for the express purpose of system selection and purchase/license. The information may not be given to outside parties or used for any
other purpose without consent tram Esn. Delivery is FOB Origin t n the USA.
MCCRARYB This offer is limited to the terms and conditions incorporated and attached herein.
Esri Use Only:
Cust. Name
%list. #
PO # _
Esri Agreement #
SMALL ENTERPRISE AGREEMENT
COUNTY AND MUNICIPALITY GOVERNMENT
(E214-3)
e s r r THE
ENEE
OF
WHERE
This Agreement is by and between the organization identified in the Quotation ("Customer") and Environmental
Systems Research Institute, Inc. ("Esri").
This Agreement sets forth the terms for Customer's use of Products and incorporates by reference (i) the
Quotation and (ii) the Master Agreement. Should there be any conflict between the terms and conditions of the
documents that comprise this Agreement, the order of precedence for the documents shall be as follows: (i) the
Quotation, (ii) this Agreement, and (iii) the Master Agreement. This Agreement shall be governed by and
construed in accordance with the laws of the state in which Customer is located without reference to conflict of
laws principles, and the United States of America federal law shall govem 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 (Advanced and Standard)
ArcGIS Monitor
ArcGIS Enterprise Extensions: ArcGIS 3D Analyst,
ArcGIS Spatial Analyst, ArcGIS Geostatistical Analyst,
ArcGIS Network Analyst, ArcGIS Schematics, ArcGIS
Workflow Manager, ArcGIS Data Reviewer
Enterprise Additional Capability Servers
ArcGIS Image Server
Developer Tools
ArcGIS Runtime Standard
ArcGIS Runtime Analysis Extension
Limited Quantities
One (1) Professional subscription to ArcGIS Developer
Two (2) ArcGIS CityEngine Single Use Licenses
250 ArcGIS Online Viewers
250 ArcGIS Online Creators
37,500 ArcGIS Online Service Credits
250 ArcGIS Enterprise Creators
5 ArcGIS Insights in ArcGIS Enterprise
5 ArcGIS Insights in ArcGIS Online
50 ArcGIS Location Sharing for ArcGIS Enterprise
50 ArcGIS Location Sharing for ArcGIS Online
4 ArcGIS Parcel Fabric User Type Extensions (Enterprise)
4 ArcGIS Utility Network User Type Extensions (Enterprise)
4 ArcGIS Trace Network User Type Extensions (Enterprise)
OTHER BENEFITS
Number of Esri User Conference registrations provided annually
4
Number of Tier 1 Help Desk individuals authorized to call Esn
4
Maximum number of sets of backup media, if requested'
2
Five percent (5%) discount on all individual commercially available instructor -led training classes at Esri
facilities purchased outside this Agreement
"Additional sets of backup media may be purchased for a fee
Page 1 of 6 January 3, 2023
Page 680 of 2938
Customer may accept this Agreement by signing and returning the whole Agreement with (i) the Quotation
attached, (ii) a purchase order, or (iii) another document that matches the Quotation and references this
Agreement ("Ordering Document"). ADDITIONAL OR CONFLICTING TERMS IN CUSTOMER'S PURCHASE
ORDER OR OTHER DOCUMENT WILL NOT APPLY, AND THE TERMS OF THIS AGREEMENT WILL
GOVERN. This Agreement is effective as of the date of Esh's receipt of an Ordering Document, 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 Anuary3. 2023
Page 681 of 2938
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 https:/,/www.esri.com/en-
us/legal/terms/full-master-agreement and available in
the installation process requiring acceptance by
electronic acknowledgment or (ii) 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
Customers 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 -
Page 3 of 6 January 3, 2023
Page 662 of 2938
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.
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 UPDATES
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 wntten 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 in the
Master 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
https://support.esri.com/eniother-
resources/product-life-cycle. Updates for
Products in the mature and retired phases may
not be available. Customer may continue to use
Products already Deployed, but Customer will
not be able to Deploy retired Products.
S.O--MAINTENANCE
The Fee includes standard maintenance benefits
during the Term of Agreement as specified in the
most current applicable Esn Maintenance and
Support Program document (found at
https://www.esri.com/en-
us/legal/termsimaintenance). At Esn's sole
discretion, Esn 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 i 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 point
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.
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's organization.
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
Esn.
b. Tier 2 Support
1. Tier 2 Support will log the calls received
from Tier 1 Help Desk.
2. 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
Page 4 of 6 January 3, 2023
Page 683 of 2938
supplement any preliminary information
gathering or troubleshooting performed by
Tier 1 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).
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 Esn's OEM or Solution
OEM programs, OEM partners are authonzed 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 Esn 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 up to thirty (30) calendar days 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 reserves the right to suspend
Customer's access to and use of Products if
Customer fails to pay any undisputed amount
owed on or before its due date. Esri may charge
Customer interest at a monthly rate equal to the
lesser of one percent (1.0%) per month or the
maximum rate permitted by applicable law on
any overdue fees plus all expenses of collection
for any overdue balance that remains unpaid
ten (10) days after Esri has notified Customer of
the past -due balance.
c. Esn's federal ID number is 95-2775-732.
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 Esn 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; Esn customer number, if
known; and bill -to and ship -to addresses
(2) Order number
(3) Applicable annual payment due
Page 5 of 6 January 3, 2023
Page 684 of 2938
9.0-MERGERS, ACQUISITIONS, OR
DIVESTITURES
If Customer is a commercial entity, Customer will
notify Esd 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 Esd 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 3, 2023
Page 685 of 2938
M IAM BEACH
OFFICE OF THE CITY ATTORNEY. 1700 Convention Center Drive, 4th Floor. Miami Beach. FL 33139
Tel 305-673-7470 Fax 305-673-7002
LEGAL REVIEW COVER SHEET
• DOCUMENTS MUST ONLY BE DROPPED OFF WITH THE RECEPTIONIST IN LEGAL.
THIS COVERSHEET MUST BE KEPT WITH WORKING DOCUMENT UNTIL FINAL FORM
APPROVAL.
Date: 01/19/2021
Document: ESRI Small Enterprise Agreement County And Municipality Government
Resolution No/Authority Commission Date/Item No. 1/13/2021
❑ Need for Other: Date. 1 /19/2021
Contact Person: Nestor Navarro Extension: 26571
Department. GIS / Public Works
First Time Review: Assigned to:
❑ CAO Returned w/Changes:
❑ 2nd Time Review:
❑ 21' CAO Returned w/Changes
Form Approved:
❑ NOTES:
12, 20 `7 Page 686 of 293B
Esri Use Only:
74E
Ct, Name
CusU$t esin ?nEMEt
#
PO #
Esn Agreement # _
SMALL ENTERPRISE AGREEMENT
COUNTY AND MUNICIPALITY GOVERNMENT
(E214-3)
Thrs Agreement s 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 ( ) the
Quotation and (ii) the Master Agreement. Should there be any conflict between the terms and cond tiors of the
documents that comprise this Agreement, the order of precedence `or the documents shall be as follows. (!) the
Quotation. (ii) this Agreement, and (m) the Master Agreement. This Agreement shail be governed by and
construed in accordance with the laws of the state in which Customer is located without reference to conflict of
Paws 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 Monitor
ArcGIS Enterprise Extensions. ArcGIS 3D Analyst,
ArcGIS Spatial Analyst, ArcGIS Geostatistical Analyst
A,cGIS Network Analyst, All IS Schematics, ArcGIS
Workflow Manager
Enterprise Additional Capability 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 subscript.on to ArcGIS Developer
Two (2) ArcGIS CityEngine Single Use Licenses
250 ArcGIS Online Viewers
250 ArcGIS Online Creators
37,500 ArcGIS Online Service Credits
250 ArcGIS Enterprise Creators
5 ArcGIS Insights in ArcGIS Enterprise
5 ArcGIS Insights in ArcGIS Online
50 ArcGIS Tracker for Al Enterprise
50 ArcGIS Tracker for ArcGIS Online
4 ArcGIS Parcel Fabric User Type Extensions (Enterpnse)
4 ArcGIS Uttl.ty Network User Type Extensions (Enterprise)
OTHER BENEFITS
I Number of Esn User Conference registrations provided annually 4
I Number of Tier 1 HeID Desk individuals authorized to call Esn 4
Maximum number of sets of backup media, if requested' 2
Five percent (5%) discount on all individual commercially available instructor -led training classes at Esrl
I facilities purchased outside this Agreement
'Additional sets of backup media may be purchased for a fee
Page 1 of 6
Page 687 of 2938
September 25 2C20
Customer may accept this Agreement by signing and returning the whole Agreement with (i) the Quotation
attached, (if) a purchase order, or (iii) another document that matches the Quotation and references this
Agreement ("Ordering Document"). ADDITIONAL OR CONFLICTING TERMS IN CUSTOMER'S PURCHASE
ORDER OR OTHER DOCUMENT WILL NOT APPLY, AND THE TERMS OF THIS AGREEMENT WILL
GOVERN. This Agreement is effective as of the date of Esn's receipt of an Ordering Document, unless otherwise
agreed to by the parties ("Effective Date").
Term of Agreement: Three (33) 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 m Article 4—
Product Updates, no modificatiors can be made to this Agreement.
Accepted and Agreed:
City of Miami Beach
(Customer)
By:
Authorized Signature
Printed Name Raul Aquila
Title: Interim City Manager
Date:
t- 7-1� z`
Contact: Nestor N
APPROVED AS TO
FORM a LA SQUAGE
IL FOR EXEgJTM
Cilly AlIllom" 11
D�
CUSTOMER CONTACT INFORMATION
Address: 1700 Convention Center Drive
City, State, Postal Code: Miami, Beach, FI 33139
Country: USA
Quotation Number (if applicable). _Q-428325
Telephone: 305-673-7000 x 26571
Fax:
E-mail: nestorravarroCa)miamibeachfl.gov
Page 2 of 6
Page 688 of 2938
September 25, 2020
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
organizat,on(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 httpsJ/www.esn.com/en-
u_sllegal/terms/full-master-agreement and available in
the installation process requiring acceptance by
electronic acknowledgment or (ii) 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 t 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) rn
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 consuttants 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, ANDEXPIRATION
3.1 Term. This Agreement and all licenses
hereunder will commence on the Effective Date
and continue for the duration identified to 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 -
Page 3 of 6
Page 689 of 2938
5eptemCef 25. 202C
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.
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.
than the defined Products wi l 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.
4.0—PRODUCT UPDATES
3.
At a minimum, Tier 1 Support will include
those activities that assist the user in
4.1 Future Updates. Esri reserves the right to
resolving how-to and operational questions
as well as questions on installation and
update the list of Products in Table A —List of
troubleshooting procedures.
Products by providing written notice to
Customer Customer may continue to use all
4.
The Tier 1 Help Desk will be the initial point
Products that have been Deployed, but support
of contact for all questions and reporting of a
and upgrades for deleted items may not be
Case. The Tier 1 Help Desk will obtain a full
available As new Products are incorporated into
description of each reported Case and the
the standard program, they will be offered to
system configuration from the user. This
Customer via written notice for incorporation into
may include obtaining any customizations,
the Products schedule at no additional charge.
code samples, or data involved in the Case.
Customer's use of new or updated Products
requires Customer to adhere to applicable
5.
If the Tier 1 Help Desk cannot resoive the
additional or revised terms and conditions in the
Case, an authorized Tier 1 Help Desk
Master Agreement.
individual may contact Tier 2 Support The
4.2 Product Life Cycle. During the Term of
Tier 1 Help Desk wrll provide support in such
Agreement, some Products may be retired or
a way as to minimize repeat calls and make
solutions to problems available to
may no longer be available to Deploy in the
Customer's organization.
identified quantities. Maintenance will be subject
to the individual Product Life Cycle Support
6.
Tier 1 Help Desk individuals are the only
Status and Product Life Cycle Support Policy,
individuals authorized to contact Tier 2
which can be found at
Support. Customer may change the Tier 1
https:ftsupport.esri.comlen/other-
Help Desk individuals by written notice to
resources/product-life-cycle. Updates for
Esn
Products in the mature and retired phases may
not be available. Customer may continue to use
b. Tier 2 Su
Support
Products already Deployed, but Customer will
not be able to Deploy retired Products.
1.
Tier 2 Support will log the calls received
from Tier 1 Help Desk.
5.0-MAINTENANCE
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
https:llwww. esri.comlen-
us/legal/terms/maintenance). At Esn's sole
discretion, Esri may make patches, hot fixes, or
updates available for download. No Software other
Page 4of6
2. 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
Page 690 of 2938
September 25. 2D20
supplement any preliminary information
gathering or troubleshooting performed by
Tier 1 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).
$.d—ENOORSEMENT 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 Esn'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 mode:, 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
operate, or allow access to the Products. If this
is a multi -year Agreement, Esri may invoice the
Fee up to thirty (30) calendar days 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 reserves the right to suspend
Customer's access to and use of Products if
Customer fails to pay any undisputed amount
owed on or before its due date. Esri may charge
Customer interest at a monthly rate equal to the
lesser of one percent (1.0%) per month or the
maximum 'ate permitted by applicable law on
any overdue fees plus all expenses of collection
for any overdue balance that remains unpaid
ten (10) days after Esn has notified Customer of
the past -due balance
c. Esn's federal ID number is 95-2775-732.
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
8.1 Orders, Delivery, and Deployment (1) Customer name; Esn customer number, if
known; and bill -to and ship -to addresses
a. Upon the Effective Date, Esri will invoice (2) Order number
Customer and provide Authorization Codes to (3) Applicable annual payment due
activate the nondestructive copy protection
program that enables Customer to download,
Page 5 of 6 September 25 2020
Page 691 of 2938
9.0—MERGERS, ACQUISITIONS, OR
DIVESTITURES
If Customer is a cornmerc al entity, Customer will
notify Esn in writing in the event of (i) a
consoidation, merger, or reorganization of Customer
with or into another corporation or entity,
(ii) Customer's acquisition of another entity, or (ui) 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.
9A If an Ownership Change increases the
cumulative program count beyond the maximum
level for this Agreement, Esn reserves the right
to ircrease 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 Procucts.
9.3 This Agreement may not be assigned to a
successor entity as a result of an Ownership
Change unless approved by Esn in writing in
advance If the assignment to the new entity is
not approved, Customer w,ll require any
successor entity to uninstall, remove, and
destroy the Products. This Agreement will
terminate upon such Ownership Change
Page 6 of 6
Page 692 of 2938
Seotembe, 25 2020