City of Sacramento
City Council - 5PM Report
915 I Street Sacramento, CA 95814
www.cityofsacramento.org
File ID: 2023-00794 6/27/2023 Consent Item 20.
Contract: Suspend Competitive Bidding for the Sole Source Purchase of Environmental Systems Research Institute, Inc. (ESRI) Enterprise Agreement (Two-Thirds Vote Required) File ID:2023-00794
Location: Citywide
Recommendation: Pass a Motion to: 1) suspending competitive bidding by a two-third vote for Geographic Information Systems (GIS) software licenses and support, in the best interests of the City; and 2) authorizing the City Manager or the City Manager’s designee to execute a Software Enterprise Agreement (EA) with ESRI in the not-to-exceed amount of $888,000 for a three-year contract period from August 1, 2023 through July 31, 2026.
Contact: Ignacio Estevez, IT Manager, (916) 808-7349; [email protected]; Rong Liu, IT Manager, (916) 808-1979, [email protected]; Dan McCoy, Program Manager, (916) 808- 2873, [email protected], Department of Information Technology Presenter: None
Attachments:
1-Description/Analysis
2-Agreement
3-Sole Source Letter
Additional Description/Analysis
Issue Detail: GIS technologies are critical tools for improving the quality, accuracy, and responsiveness of government services provided by the City of Sacramento. GIS technology is an integrated cross-sectoral software platform that is used to capture, store, check, integrate, analyze, and display data related to a position on the Earth’s surface.
ESRI’s ArcGIS family of software is a collection of industry-standard products that work together to provide an integrated GIS system and an enterprise solution platform to support the City’s business needs. No other GIS software vendor provides such a full-featured platform with products that cover
File ID: 2023-00794 6/27/2023 Consent Item 20.
the entire spectrum of software components required. The City has been using ESRI GIS software for over 25 years. ESRI software is embedded in all City departments and provides robust real-time support to a variety of City operations including 911 dispatching, garbage pickup routing, 311 Service Center, building permit applications, code enforcement, zoning and land-use planning, street and park maintenance, water distribution and wastewater collection, underground service alert marking, Emergency Operations Center, and public information requests.
Policy Considerations: The recommendations in this report are consistent with AP-4101- Procurement of Non- Professional Services. City Code section 3.56.230.C authorizes the City Council to suspend competitive bidding for the purchase of services or supplies when, upon a two-thirds vote, the City council determines it is in the best interest of the City to do so.
Economic Impacts: None.
Environmental Considerations: This report concerns administrative activities and government fiscal activities that do not constitute a “project” as defined by the CEQA Guideline sections 15378 (b) (2) and 15378 (b)(4) and are not subject to the provisions of CEQA.
Sustainability: Not applicable.
Commission/Committee Action: Not applicable.
Rationale for Recommendation: ESRI is the industry leader in GIS and developer of the ArcGIS family of software products and GIS services. This EA will further expand on the ESRI software licenses and capabilities already employed throughout the City. An EA will give licensed users unlimited access to a variety of ESRI products including ArcGIS Server, ArcGIS Image Server, ArcGIS Desktop, ArcGIS Spatial Analyst Extension, ArcGIS Geostatistical Analyst Extension, ArcGIS Schematics Extension and the ArcGIS Workflow Manager Extension.
Staff conducted extensive research, reaching out to a variety of cooperative contract partners, including Insight Public Sectors, Omnia Partners, and NASPO ValuePoint, and other public agencies.
Staff has determined that ESRI is the only product provider of GIS software capabilities that fully support the City’s operations and business requirements. In addition, ESRI is the only provider of their EA, software licenses, support, and maintenance. As such, staff is recommending a sole source procurement of an EA for a three-year term. The proposed EA will save the City approximately $150,000 in software licensing costs over the three-year term.
Financial Considerations: No additional funding is requested. Funding is available within various departmental operating and Capital Improvement Program (CIP) budgets for those departments that utilize ESRI software.
File ID: 2023-00794 6/27/2023 Consent Item 20.
Local Business Enterprise (LBE): Not applicable.
Background:
1. ESRI software is the only GIS software that meets the City’s operational requirements. The City has been using ESRI software for over 25 years. ESRI EA will provide the following benefits:
a) ESRI EA will provide robust GIS support to critical City operations including:
§ 911 dispatching
§ 311 application and public engagement
§ City of Sacramento Open Data site
§ Work order management systems for Department of Utilities (DOU), Department of Public Works (PW), and Youth Parks & Community Enrichment (YPCE)
§ Customer Care & Billing (CCB) for the Department of Utilities and Solid § Waste.
§ City asset management and data collection
§ Supporting Community Development Department’s (CDD) citywide § permitting, code enforcement, and land development operations § Council representative lookup tool
§ City of Sacramento’s census counts and redistricting efforts. b) ESRI EA will save City approximately $150,000 in software licensing costs over the three-year term.
2. ESRI announced an increase of their licensing cost by approximately 10% beginning January 1, 2023, increasing another 3% each of the following three years. Staff negotiated this EA using per unit costs from 2022, prior to the increase. The table below demonstrates the cost savings in license purchases over the next three years under this EA.
FY24 FY25 FY26 Total
License Cost, EA $249,600 $297,800 $340,600 $888,000
License Cost, No EA $301,020 $337,100 $403,035 $1,041,155 Cost Savings with EA $51,420 $39,300 $62,435 $153,155
3. This EA will provide future growth of GIS capacity and support increased usage. With the EA, City will have more flexibility in deploying GIS software and solutions throughout the organization, including:
§ Uncapped number of licenses for desktop GIS software for the entire city. § Uncapped number of licenses for “ArcGIS Enterprise” server software that supports GIS web
File ID: 2023-00794 6/27/2023 Consent Item 20.
services for future growth of City operational needs.
§ Enable City to deploy additional GIS servers needed for the Department of Utilities to transform to the new Utility GIS asset management platform. § Enable city to implement additional GIS software to support Public Safety’s goals of using data -driven, intelligence-led decision making to reduce violent crime.
4. Staff have communicated and collaborated with City stakeholder departments (DOU, PW, CDD, YPCE, Police, etc.) that have the greatest need for GIS solutions and have full support from these departments for this EA.
Contract Routing SheetPayment / Performance Bond OnlyGeneral Routing InformationDepartment: Contract Coordinator: Email: Effective Date: Expiration Date: Grant/Project Name: Other Party: Original Not to Exceed Amount: : Project Number: Bid/RFQ/RFP/SSJ #: New Contract Supplements Addendums Change OrdersAdjusted Amount of this Change (+/-): New Not to Exceed Amount: Change In Scope: Original Contract Number: Supplement Number: Council ApprovalOriginal Meeting Date: Council File ID: Supplement Meeting Date: Council File ID: Processing InformationReturn to Dept for Recording Additional Originals Attached Return to DeptReal Estate Construction Related Return to Dept for Other Party SignatureList any other processing notes/special instructions, including any other contract number or council file ID numbers related to this agreement: Department Review and RoutingDepartment Directorsless than$100K; $100K and higher must have Assistant City Manageror City Manager authorization.Sign SignSign SignSign Sign
Enterprise Agreement
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Enterprise Agreement No. 00316586.0This Enterprise Agreement, including the documents listed below ("EA"), is between City of Sacramento, a with an office located at 915 I Street, 3rdFloor, Sacramento, CA 95814, and Environmental Systems Research Institute, Inc.("Esri"), with an Effective Date of as of the later date of the signatures below when signed by both. This EA provides for the licensing and Deployment of certain EA Products, delivery of EA Maintenance, and provision of Esri User Conference registrations and any additional services as specified herein.This EA is composed of the following documents, which are incorporated herein by reference:1. Enterprise Agreement signature page(s)2. Enterprise License Terms and Conditions, includingAppendix AProducts and Deployment ScheduleAppendix BEA Fee ScheduleAppendix CEA Points of Contact3. Master AgreementThe parties acknowledge that they have read and understand this EA and agree to be bound by the terms and conditions contained herein.This EA constitutes the sole and entire agreement of the parties as to the subject matter set forth herein and supersedes any previous agreements, proposals, presentations, understandings, and arrangements between the parties relating to such subject matter. Any modifications or amendments to this EA must be in writing and signed by an authorized representative of each party.ACCEPTED AND AGREED:ENVIRONMENTAL SYSTEMSCITY OF SACRAMENTO RESEARCH INSTITUTE, INC.(City) (Esri)By: By: Authorized Signature Authorized SignaturePrinted Name: Printed Name: Title: Title: Date: Date: APPROVED AS TO FORM:ATTEST BY:
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ENTERPRISE AGREEMENT TERMS AND CONDITIONS ARTICLE 1DEFINITIONS All definitions in other parts of the EA will have the same meaning in this Enterprise Agreement Terms and Conditions. In addition, the following definitions apply to the EA: "Case(s)" means a failure of Products to operate according to the Documentation where such failure substantially impacts operational or functional performance. "Customer(s)" means City. For avoidance of doubt, the definition of Customer will not include consultants or contractors. Customer(s) must not include persons or entities ineligible to receive or have access to Esri products or services by operation of law, including US export control laws, decrees, orders, rules, regulations, policies, riders, conditions, or provisos. "Deploy," "Deployment," or "Deployed" means to redistribute, or the redistribution of, the EA Products (and their related keycodes/registration files), or their having been redistributed, by City during the term of this EA for installation and use by City. "EA Fee" means the fee set forth in Appendix BEA Fee Schedule. "EA Maintenance" means Tier 2 Support, updates, and patches provided by Esri for EA Products and Rolled-In Software. "EA Products" means the Products identified in Tables A-1 and A-2 of Appendix AProducts and Deployment Schedule. EA Products do not include Unit-Priced Item(s) or Esri technology that may be embedded in third-party products purchased by Customer. "Effective Date" means the date both parties sign Agreement, and EA commences and the start date for all licenses, regardless of when an Ordering Document is provided by Customer. "Master Agreement" means the applicable master agreement incorporated by this reference that is the Click-Through Master Agreement, Products Only (E204CW) found at https://www.esri.com/en-us/legal/terms/full-master-agreement and available in the installation process requiring acceptance by electronic acknowledgment. "Rolled-In Software" means Products (excluding Term licenses or subscriptions) of the same type as EA Products that Customer acquired for use prior to the Effective Date, that are current on paid maintenance (as shown in Esri's customer service records), and that receive EA Maintenance during the term of the EA. If this EA is extended or renewed, Rolled-In Software shall include EA Products Deployed prior to the then-current renewal period. "Technical Support" means a process to attempt to resolve reported Case(s) through error correction, patches, hot fixes, and workarounds; replacement deliveries; or any other type of Product corrections or modifications specified in the most current applicable Esri Maintenance and Support Program. "Tier 1 Help Desk" means point of contact from which all Tier 1 Support will be given to Customer. "Tier 1 Support" means the Technical Support provided by the Tier 1 Help Desk as the primary contact to Customer in the attempted resolution of reported Case(s). "Tier 2 Support" means the Technical Support provided by Esri to the Tier 1 Help Desk when a Case cannot be resolved through Tier 1 Support. "Unit-Priced Item(s)" means separately orderable Products or maintenance that is available subject to a per-unit license fee, subscription fee, or maintenance fee. ARTICLE 2GRANT OF LICENSE 2.1 Grant of License. During the term of this EA, Customer's use of the EA Products is subject to the Master Agreement and any additional terms set forth in this EA. Unit-Priced Items, if acquired, and Rolled-In Software will be licensed in accordance with the Master Agreement. 2.2 Beta License. Beta licenses are not available under this EA as EA Products. ARTICLE 3SCOPE OF USE 3.1 Additional Permitted Uses. For the term of the EA, Customer may copy and Deploy the EA Products up to the quantities of licenses granted in Appendix A. No other entity has a right to copy or Deploy the EA Products.
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Customer may transfer, redistribute, or Deploy the EA Products within the continental United States; Hawaii; Alaska; and US territories, excluding Puerto Rico and the US Virgin Islands. 3.2 Uses Not Permitted a. Customer shall not use the EA Products outside the United States or its territories or possessions without the prior written permission of Esri and agreement on additional fees, if any. Any such export will be subject to US Export Control Regulation requirements of the Master Agreement. b. Customer shall not transfer, redistribute, or assign EA Products to any third party without the prior written permission of Esri. 3.3 Reserved. 3.4 Consultant Access. Customer's consultants or contractors may use EA Products in accordance with the Master Agreement. Customer may not permit its consultants or contractors to install EA Products on consultant, contractor, or third-party computers or remove EA Products from Customer locations except for the purposes of hosting the EA Products on contractor servers for the benefit of Customer. ARTICLE 4MAINTENANCE 4.1 EA Maintenance. EA Maintenance is included in the EA Fee. Rolled-In Software and EA Products will receive EA Maintenance, provided that standard maintenance is available for each item. EA Maintenance includes benefits specified in the most current applicable Esri Maintenance and Support Program document (found at https://www.esri.com/en-us/legal/terms/maintenance) as modified by this Section 4.1. a. Tier 1 Support Provided by City (1) The Tier 1 Help Desk will provide Tier 1 Support to all Customers. (2) The Tier 1 Help Desk will use analysts fully trained in the Products they are supporting. (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) Tier 1 Support analysts will be the initial points of contact for all questions and Case(s). Tier 1 Support analysts shall obtain a full description of each reported Case and the system configuration from Customer. This may include obtaining any customizations, code samples, or data involved in the Case. The analyst may also use any other information and databases that may be developed to satisfactorily resolve Case(s). (5) If the Tier 1 Help Desk cannot resolve a Case, an authorized Tier 1 Help Desk individual may contact Esri for Tier 2 Support. The Tier 1 Help Desk shall provide support in such a way as to minimize repeat calls and make solutions available to Customer. (6) Customer may assign named Tier 1 Help Desk individuals up to the quantity listed in Appendix B. These individuals will be identified through the My Esri portal and will be the only individuals (callers) authorized to contact Esri directly for Tier 2 Support. b. Tier 2 Support Provided by Esri (1) Esri shall log the calls received from Tier 1 Help Desk individuals. (2) Esri shall review all information collected by and received from Tier 1 Help Desk individuals including preliminary documented troubleshooting provided by the Tier 1 Help Desk when Tier 2 Support is required. (3) Esri 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 1 Help Desk. (4) Esri shall attempt to resolve Case(s) submitted by Tier 1 Help Desk by assisting the Tier 1 Help Desk individuals and not Customer. (5) When a Case is resolved, Esri shall communicate the information to the Tier 1 Help Desk individuals, and the Tier 1 Help Desk shall disseminate the resolution to Customer. (6) Esri may, at its sole discretion, make patches, hot fixes, or updates available for downloading from Esri's website or, if requested, deliver them on media.
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4.2 Maintenance for Unit-Priced Items. Annual maintenance fees for Unit-Priced Items are not included in the EA Fee, and if ordered, additional fees will apply. ARTICLE 5ORDERING, ADMINISTRATIVE PROCEDURES, DELIVERY, AND DEPLOYMENT REPORT 5.1 Purchase Orders, Invoicing, Delivery, and Deployment a. Esri does not require Customer to issue purchase orders and will invoice Customer for the initial payment upon the Effective Date of the EA. Subsequently, Esri may submit invoices up to thirty (30) days before (i) the payment date shown in Appendix B or, (ii) if no payment dates are shown, the anniversary dates of the EA. Customer may submit purchase orders in accordance with its own process requirements. If Customer issues purchase orders, then Customer will submit its initial purchase order upon execution of this EA and any subsequent purchase order at least thirty (30) days before the anniversary date. Invoices will be due and payable within thirty (30) days of invoice. b. Any purchase orders that Customer issues will reference, incorporate, and be subject to the terms and conditions of this EA. Additional or conflicting terms in any purchase orders, invoices, or other documents exchanged during the ordering process, other than the terms of this EA, Product or Service descriptions, quantities, pricing, and delivery instructions, are void and of no effect. Customer will process all orders and deliveries pertaining to this EA through Customer's centralized point of contact. c. Customer will include the following information in each purchase order: (1) Esri customer number, the ship-to address, and bill-to address as identified in Appendix C. (2) Purchase order number. (3) Applicable annual payment due and name of Customer. For Unit-Priced Items, the name of the product and quantity. (4) On the face of the purchase order, the following printed statement: "Governed by and subject to Enterprise Agreement No. 00316586.0." d. Esri will provide Authorization Codes to activate the nondestructive copy protection program that enables Customer to download, operate, or allow access to the EA Products listed in Appendix A. e. Delivery of updates/new versions of EA Products will be made in the same manner. If requested by Customer, Esri will deliver a limited number of sets of backup media as provided in Appendix B to the ship-to address identified in Appendix CEA Points of Contact, FOB destination with shipping charges prepaid. Customer may purchase additional backup media sets at the prices in effect at the time of purchase. Delivery or receipt of tangible media could cause prior and future license fees to be subject to taxes. Esri may invoice for and Customer agrees to pay any such sales or use tax associated with receipt of tangible media. f. Esri reserves the right to suspend Customer's access to and use of EA 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 overdue balance. g. Certain Esri Offerings are consumption-based and allow Customer to sign up for payment in arrears; such consumption-based Esri Offerings will be billed separately and are not included in the EA Fees. h. Invoices must be submitted to either of the addresses specified below. (1) Email. Submit email invoices and any attachments to: [email protected] (2) Postal Mail. If emailing is not an option, mail to: A/P Processing Center City of Sacramento 915 I Street, Floor 4 Sacramento, CA 95814-2608 All invoices submitted by Esri must contain the following information:
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(1) r (2) Esri (3) Date of Invoice Issuance (4) Esri (5) Amount of Invoice i.Reserved. j.Accounting Records of CONTRACTOR. During performance of this Contract and for a period of three years after completion of performance, Esri shall maintain all records related to this Contract, Esri shall keep and make records available for inspection and audit by representatives of the CUSTOMER upon reasonable written notice. alifornia normal business hours. The inspection and audit right in this paragraph do not extend to Egeneral and administrative overhead and profit percentages. k.Tax Payments. The EA Fee is exclusive of any and all applicable taxes or fees including, but not limited to, sales tax, use tax, or value-added tax (VAT); customs, duties, or tariffs; shipping and handling charges; and vendor enrollment fees. Esri will add any fees that it is required to pay to the total amount of its invoice to Customer. Esri may include estimated taxes and shipping and handling charges in its quotations but may adjust these fees on invoicing. 5.2 Annual Report of Deployments. At each anniversary date and ninety (90) days prior to the expiration date of this EA, Customer shall provide Esri a written report, in the form provided by Esri, detailing all Deployments made, including preexisting and Rolled-In Software (each a "Deployment Report"). The report will be subject to audit by an authorized representative of Esri. 5.3 Esri User Conference Registration. Esri shall provide Esri User Conference registrations to Customer annually during the term of this EA in the quantities set forth in Appendix B. Customer is responsible for distributing the registrations to Customers. Third parties may not represent or attend on behalf of Customer at any Esri User Conference. ARTICLE 6POINTS OF CONTACT; NOTICES 6.1 Points of Contact. In Appendix C, each party shall identify points of contact for administrative and technical issues. 6.2 Legal Notices. Except as otherwise set forth in this EA, any notice, report, demand, or other communication will be made in writing in English; sent by courier, registered or certified airmail, or facsimile or other electronic transmission; and confirmed when sent by courier or by registered or certified airmail, properly addressed to the appropriate party at the address set forth below, until changed by notice in writing by either party hereto. If sent by courier or airmail, notice will be effective upon the earlier of confirmed receipt or seven (7) days from the date of deposit with the courier service or post office. If sent by electronic transmission, notice will be effective one (1) business day from the date of transmission, provided confirmation of receipt is made. Notices will be given at the following addresses: To: Esri To: City 380 New York Street as listed in Appendix C Redlands, CA 92373-8100 Attn.: Director of Contracts and Legal Fax: 909-307-3020 Email: [email protected] ARTICLE 7TERM, TERMINATION, AND EXPIRATION 7.1 Term. The term of the EA will commence on the Effective Date and be for the period listed in Appendix B unless this EA is terminated earlier as provided herein.
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7.2 Termination for a Material Breach; Convenience. Esri may terminate this EA for a material breach by Customer. Customer will be given a period of thirty (30) days from date of written notice to cure any material breach. Upon termination of this EA by Esri for a material breach by Customer, all licenses Deployed will also terminate, and the full amount of unpaid EA Fees will be due and payable by Customer within thirty (30) days from the date of termination. Customers shall uninstall, remove, and destroy all EA Products; training materials; and any whole or partial copies, modifications, or merged portions in any form. Customer shall deliver evidence of such destruction to Esri (e.g., certification letter). Customer may continue to use Rolled-In Software, provided Customer complies with the terms and conditions of the Master Agreement. Further, Esri agrees that Customer is not required to pay a maintenance reinstatement fee for lapsed maintenance for Rolled-In Software if Customer orders maintenance at time of EA termination. Other items that may be included in this EAsuch as Advantage Program, access codes, and Esri User Conference registrationswill also terminate if this EA is terminated. This EA may not be terminated for convenience. 7.3 Reserved. 7.4 License Term and Use upon Expiration of EA Term. Upon full payment of EA Fee and expiration of this EA, the Master Agreement will survive, and Customer may continue to use the Deployed EA Products included in the final Deployment Report and Rolled-In Software in accordance with the terms and conditions set forth in the Master Agreement. Customer shall notify Esri of the quantity and type of licenses for which Customer elects to purchase standard maintenance. If maintenance is not ordered for Rolled-In Software or EA Products upon expiration of the EA, it lapses. If, at a later date, Customer decides to reinstate maintenance, Customer must pay maintenance reinstatement fees from the date of EA expiration (i.e., back maintenance fees). Customer may only purchase standard maintenance or reinstate maintenance on licenses that were included in the final Deployment Report. Customer shall not Deploy additional copies of the EA Products beyond the quantities in use upon termination or as of the date of expiration. ARTICLE 8CONFIDENTIALITY 8.1 Esri Confidential Information. All proprietary and other information received from Esri by Customer, whether received in connection with proposal to Customer or in connection with any services or software purchased by Customer, will be disclosed upon receipt of a request for disclosure, pursuant to the California Public Records Act; provided, however, that, if any information is set apart and clearly marked "trade secret' when it is provided to Customer, Customer shall give notice to Esri of any request for the disclosure of such information. Esri shall then have five (5) calendar days from the date it receives such notice to enter into an agreement with the Customer, satisfactory to the attorney, providing for the defense of, and complete indemnification and reimbursement for all costs (including plaintiffs attorney fees) incurred by Customer in any legal action to compel the disclosure of such information under the California Public Records Act. Esri shall have sole responsibility for defense of the actual "trade secret" designation of such information. The parties understand and agree that any failure by Esri to respond to the notice provided by Customer and/or to enter into an agreement with Customer, in accordance with the provisions of this section, shall constitute a complete waiver by Esri of any rights regarding the information designated "trade secret by , and such information shall be disclosed by Customer pursuant to applicable procedures required by the California Public Records Act. 8.2 Disclosure of Fees for Unit-Priced Item(s). If Unit-Priced Items are included in this EA, Esri gives permission to Customer to maintain Unit-Priced Item prices, fees, and discounts on Customer's intranet, subject to password protection accessible to Customer, to support potential procurements. Customer shall use no less than the same degree of care to protect this information as it uses to protect its own confidential information or third-party information of similar nature. Customer must include the following notice on information concerning this EA and its pricing posted on or accessible through Customer intranet that is accessible by Customer and its employees, or on any other web pages that make reference to this EA, including order forms:
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PRICING INFORMATION, INCLUDING APPLICABLE DISCOUNT RATES, CONTAINED HEREIN IS CONSIDERED CONFIDENTIAL AND PROPRIETARY. EXCEPT TO SUPPORT AUTHORIZED LICENSE ACQUISITIONS, RECIPIENT WILL NOT COPY, DISCLOSE TO ANY THIRD PARTY, OR USE ANY PRICING INFORMATION FOR ANY OTHER PURPOSE OR PROGRAM. ARTICLE 9RELATIONSHIP OF THE PARTIES The EA does not constitute a partnership, joint venture, or agency between Esri and Customer. Neither Esri nor Customer will hold itself out as such, nor shall Esri or Customer be bound or become liable because of any representation, action, or omission of the other. ARTICLE 10FORCE MAJEURE If the performance of any obligation under this EA is prevented, restricted, or interfered with by reason of fire, flood, earthquake, explosion, or other casualty or accident; strikes or labor disputes; inability to procure or obtain delivery of parts, supplies, or power; war; threat of or actual terrorist act, cyber attack, or other violence; any law, order, proclamation, regulation, ordinance, demand, or requirement of any government agency; or any act or condition whatsoever beyond the reasonable control of the affected party, the party so affected, upon giving prompt notice to the other party, will be provided a temporary extension for a period of time as may be reasonably necessary to allow for such delay, prevention, interference, or restriction. ARTICLE 11GIS STANDARD Customer shall officially name Esri as its GIS standard and act as a reference for other Esri customers and potential customers as long as the EA remains in effect. This EA will not be construed or interpreted as an exclusive dealings agreement, and Customer reserves the right to purchase from third parties any of their requirements for GIS software or related services. Customer agrees that Esri may publicize the existence of the EA. ARTICLE 12ADMINISTRATIVE REQUIREMENTS 12.1 Esri Partner Original Equipment Manufacturer (OEM) Bundled or Embedded Items/Services. Certain Esri partners are authorized to either embed limited portions of Esri technology or bundle Esri products or services with the partner's application or service under Esri's OEM or Solution OEM programs. Partner pricing and product bundling is independent of this EA, and each partner markets under its own business model and pricing. Customer shall not be entitled to or seek any discount from the OEM partner or Esri, directly or indirectly, as a result of or based on the availability of such Products as EA Products under this EA. Customer shall not be entitled to or seek to decouple Esri's technology or products/services from the partner's bundle or solution. In addition, such Products or any component thereof included in the OEM software program or product, will be licensed through the Master Agreement provided by the OEM partner and not through this EA. 12.2 EA ProductsLimited Quantity or Unit-Priced Items. Esri reserves the right to exclude new Products from uncapped Deployment. New Products may contain or be developed with (i) newly acquired technology obtained through a significant investment or (ii) third-party intellectual property that requires a unit-based royalty fee or prohibits Deployment under a site or enterprise license. Such items can be made available to Customer on a limited-quantity basis or as unit-priced items. 12.3 Obsolescence. During the term of this EA, some of the items listed in Appendix A may become obsolete, will no longer be commercially offered, or may no longer be available for Deployment. Customer may continue to use EA Products that have been Deployed, but support and upgrades for older items may not be available. EA Maintenance and maintenance and availability of EA Products identified in Appendix A will be subject to each item's Product Life Cycle Support Status and Esri's Product Life Cycle Support Policy, which can be found at https://support.esri.com/en/other-resources/product-life-cycle by selecting the product type and clicking the Product Life Cycle link for specific product plans.
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ARTICLE 13GENERAL PROVISIONS 13.1 If there is a conflict among any of the terms and conditions in the various documents, the order of descending precedence will be as follows: (1) Signature Page, (2) Enterprise License Terms and Conditions, (3) Master Agreement. For the avoidance of doubt, Article 7Term, Termination, and Expiration of this EA supersedes any termination language in the Master Agreement with respect to all Products and Services provided under this EA. If Customer subscribes to the Advantage Program, the Advantage Program terms and conditions take precedence over the provisions of this EA with respect to products or services provided under Advantage Program. Except as otherwise expressly provided herein, any amendment or addendum to this EA must be in writing and signed by an authorized representative of each party. 13.2 Survival of Certain EA Clauses. The provisions of Sections 2.3 and 7.4 and Article 8 of this Enterprise License Terms and Conditions document will survive the expiration or termination of this EA. ARTICLE 14INSURANCE 14.1 Insurance Requirements. During the entire term of this Agreement, Esri shall maintain the insurance coverage described in the Insurance Terms below. Full compensation for all premiums that Esri is required to pay for the insurance coverage described herein shall be included in the compensation specified under this Contract. No additional compensation will be provided for Esri's insurance premiums. Esri's liability to the Customer is not in any way limited to or affected by the amount of insurance coverage required or carried by the Esri in connection with this Contract. 14.2 General Liability Minimum Scope and Limits of Insurance Coverage. Commercial General Liability Insurance is required providing coverage at least as broad as ISO CGL Form 00 01 on an occurrence basis for bodily injury, including death, of one or more persons, property damage, and personal injury, arising out of activities performed by or on behalf of the Esri, products and completed operations of Esri, and premises owned, leased, or used by Esri, with limits of one million dollars ($1,000,000) per occurrence. The policy shall provide contractual liability and products and completed operations coverage for the term of the policy. The Customer, its officials, employees and volunteers shall be covered by policy terms or blanket endorsement as additional insureds as respects general liability arising out of: activities performed by or on behalf of Esri; products and completed operations of Esri; and premises owned, leased, or used by Esri. 14.3 Technology Errors and Omissions including Network Security & Privacy Liability Insurance. Esri shall obtain Technology Errors and Omissions including Network Security & Privacy liability insurance, with limits not less than $2,000,000 per occurrence or claim. Coverage to include the following: The policy shall provide third party coverage for breach response costs as well as regulatory fines and penalties as well as credit monitoring expenses. A. Technology Errors and Omissions: any loss caused by an error, omission or negligence by the primary insured. B. Communications and Media Liability (1) Communications & Media Liability (TM, Copr. infringement, plagiarism) (2) Copyright and TM infringement claims in advertising, internet, and other material excluding infringement of copyrighted software. C. Network & Information Security Liability Virus transmission, denial of service, breach of privacy or confidentiality obligations If policy is a claims-made policy such coverage shall be continued for three (3) years following the completion of this EA. The retroactive date must be shown and must be before the date of the contract or the beginning of contract work. If coverage is canceled or non-renewed, and not replaced with another claims-made policy
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three (3) years after completion of this EA. Verification of Coverage (1) CONTRACTOR shall furnish CITY with certificates and required blanket endorsements evidencing the insurance required. The certificates and endorsements shall be forwarded to the CITY representative named in Exhibit A. Certificates of insurance shall be signed by an authorized representative of the insurance carrier. (2) For all insurance policy renewals during the term of this Agreement, CONTRACTOR shall send insurance certificates reflecting the policy renewals directly to: City of Sacramento c/o EXIGIS LLC P.O. Box 947 Murrieta, CA 92564 Insurance certificates also may be faxed to (888) 355-3599, or e-mailed to: [email protected] (3) The CITY may withdraw its offer of contract or cancel this Agreement if the certificates of insurance and blanket endorsements required have not been provided prior to execution of this Agreement. The CITY may withhold payments to CONTRACTOR or cancel the Agreement if the insurance is canceled or CONTRACTOR otherwise ceases to be insured as required herein, provided that CITY may not withhold payments or cancel the Agreement if Esri buys a replacement policy that ensures continuous coverage and otherwise complies with the requirements of this paragraph.
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APPENDIX A PRODUCTS AND DEPLOYMENT SCHEDULE Customer may Deploy the EA Products up to the total quantity of licenses indicated below during the term of this EA. Table A-1 EA ProductsUncapped Quantities Product Total ArcGIS Desktop: Advanced, Standard, and Basic (Single and Concurrent Use) Uncapped ArcGIS Desktop Extensions: ArcGIS 3D Analyst, ArcGIS Data Reviewer, ArcGIS Geostatistical Analyst, ArcGIS Network Analyst, ArcGIS Publisher, ArcGIS Schematics, ArcGIS Spatial Analyst, and ArcGIS Workflow Manager (Single and Concurrent Use) Uncapped ArcGIS Enterprise: ArcGIS Enterprise (Advanced and Standard) Uncapped ArcGIS Enterprise Extensions: ArcGIS 3D Analyst, ArcGIS Data Reviewer, ArcGIS Geostatistical Analyst, ArcGIS Network Analyst, ArcGIS Schematics, ArcGIS Spatial Analyst, and ArcGIS Workflow Manager Uncapped ArcGIS GIS Server: Advanced, Standard, Basic Uncapped ArcGIS Enterprise Additional Capability Servers: ArcGIS Image Server, GeoEvent Server Uncapped ArcGIS Monitor Uncapped ArcGIS Runtime Advanced Uncapped ArcGIS Runtime Analysis Extension Uncapped Mapping and Charting Solutions: Esri Production Mapping for Desktop (Single and Concurrent Use) Uncapped Table A-2 EA ProductsCapped Quantities Product Rolled-In Qty. (if applicable) Qty. to Be Deployed Total ArcGIS Engine Single Use without extensions 7 0 7 ArcGIS Business Analyst Web App Standard Online Annual Subscription N/A 5 5 ArcGIS Business Analyst Web App Advanced Online Annual Subscription N/A 1 1 ArcGIS Urban Online Annual Subscription N/A 5 5 ArcGIS Insights in ArcGIS Enterprise Annual Subscription N/A 5 5 ArcGIS Online Premium Feature Data Store M-1 Annual Subscription N/A 1 1 ArcGIS Developer Subscription Enterprise N/A 1 1 ArcGIS Hub Premium ArcGIS Online Community Annual Subscription N/A 1 1 ArcGIS Hub Premium Additional 1,000 ArcGIS Online Community Creator Annual Subscription N/A 1 1
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Site Scan Single Operator Annual Subscription N/A 1 1 ArcGIS Image Analyst for Pro CU 0 1 1 User Type Product Term 1 Term 2 Term 3 ArcGIS Enterprise (Total Users) ArcGIS Enterprise Mobile Worker Annual Subscription 50 80 130 ArcGIS Enterprise Creators Annual Subscription 40 65 90 ArcGIS Utility Network User Type Extension for ArcGIS Enterprise Annual Subscription 10 50 100 ArcGIS Online (Total Users) under 3 ArcGIS Online Subscriptions ArcGIS Online Viewer Annual Subscription 40 50 50 ArcGIS Online Editor Annual Subscription (250 credits per user) 5 5 5 ArcGIS Online Mobile Worker Annual Subscription (250 credits per user) 30 50 50 ArcGIS Online Creator Annual Subscription (500 credits per user) 90 90 90 ArcGIS Online Additional Credit Blocks (1 block = 1000 annual service credits) 20 20 20
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APPENDIX B EA FEE SCHEDULE The EA Fee is $888,000.00. The EA Fee is in consideration of the EA Products, EA Maintenance, Esri User Conference registrations, and Premium Support Services (PSS). Term 1 Term 2 Term 3 Total Annual EA Fee $230,900 $279,100 $321,900 $831,900 Premium Support Services $18,700 $18,700 $18,700 $56,100 Total EA Fee $249,600 $297,800 $340,600 $888,000 Premium Support Services (PSS) annual subscription 2 authorized callers 10 incidents Number of Esri User Conference Registrations per Year 15 Number of Tier 1 Help Desk Callers That May Contact Esri for Tier 2 Support 10 Number of Sets of Backup Media, if Requested 1 Term of EA Three years from Effective Date
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APPENDIX C EA POINTS OF CONTACT Either party may change its point of contact by written notice to the other party. 1. Esri point of contact for order processing issues: Name: Customer Service Esri 380 New York Street Redlands, CA 92373-8100 Email: [email protected] Phone: 888-377-4575 Fax: 909-307-3083 2. Esri contact for Tier 2 Support issues: MyEsri: https://my.esri.com Phone: 909-793-3774 (within the United States only) Web: https://support.esri.com 3. City centralized point of contact for order release and administrative issues: Name: City of Sacramento , Information Technology Email: [email protected] 4. All invoices to City will be mailed to the address listed below: City Office: A/P Processing Center Name: 915 I Street , Floor 4 Address: Sacramento, CA 95814-2608 Email. Submit email invoices and any attachments to: [email protected] 5. All deliverables to City will be shipped to the address listed below: City Office: Name: Address: 6. All notices to City will be mailed to the address listed below: City Office: City of Sacramento, Information Technology Name: Dan McCoy, GIS Program Manager Address: 915 I Street, 3rd Floor Sacramento, CA 95814
SOLE SOURCE LETTER
Environmental Systems Research Institute, Inc. (Esri)
380 New York Street
Redlands, CA 92373
J-8933-ELA/JR April 24, 2023
Esri 380 New York St., Redlands, CA 92373-8100, USA • TEL 909-793-2853
DATE: April 24, 2023
TO: City of Sacramento
FROM: Jackie Ricks, Contracts Specialist I, Esri Contracts and Legal Services
RE: Sole Source Justification for Enterprise Agreement (EA)
This letter confirms Esri, as owner and manufacturer, is the sole source provider of all U.S. domestic Enterprise Agreements. While some products are available through value-added resellers on a unit priced basis, Esri is the only source that can grant a right to copy and deploy products in an Enterprise Agreement. An EA is a bundled package for licensing software, maintenance, and online services for redistribution within the organization. Esri products are provided with a special grant to copy and deploy specified quantities of capped items and unlimited quantities of items without a cap, during the term of the EA.
If you have further questions, please feel free to call me at our Contracts and Legal Services Department at 909-793-2853, extension 1990.
Kind regards,