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ENTERPRISE AGREEMENT
No. E512G/312716
This Enterprise Agreement, including the documents listed below (collectively, "Agreement" or "EA"), is between City of
Miami ("City"), with its main offices located at 444 S.W. 2' Avenue, 5`' Floor, Miami, Florida 33130 and Environmental
Systems Research Institute, Inc. ("Esri" or "Provider"). The Effective Date is as of the later date of the signatures below
when signed by both parties. This Agreement provides for the licensing and Deployment of certain Esri Software, delivery of
EA Maintenance, and provision of Esri User Conference registrations and any additional services as specified herein.
This Agreement is composed of the following documents, which are incorporated herein by reference:
1. Enterprise Agreement signature page(s), E512G
2. Enterprise License Terms and Conditions, E512G, including
• Appendix A —Products and Deployment Schedule
• Appendix B—EA Fee Schedule
• Appendix C—City Annual Deployment Report
• Appendix D—EA Points of Contact
• Appendix E—Tier 1 Help Desk Authorized Individuals
• Appendix F----Purchase Order Terms and Conditions
3. License Agreement, found at http://www.esri.com/legal/software-license, including the following:
• License and Services Agreement, E204
• Esri Addendum 1, Product -Specific Terms of Use, E300
4. Esri Enterprise Advantage Program (EEAP) Enterprise Agreement (EA) Addendum (E125M-EA)
• City of Miami Certificate of Self Insurance Coverage.
• City of Miami Consumer's Certificate of Exemption
Note: Licensee is defined on first page of item 2 above.
The parties aeknowledge that they have read and understand this Agreement and agree to be bound by the terms and
conditions contained herein.
This Agreements supplemented by City of Miami Purchase Orders, insubstantially the attached form shown as Exhibit F,
Purchase Orders, and other Agreements pertaining to this subject matter executed by the parties, 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 Agreement must be in writing and signed by an authorized representative of each party.
ENTERPRISE LICENSE TERMS AND CONDITIONS
ARTICLE 1—DEFINITIONS
All definitions in other parts of the EA will have the same meaning in this Enterprise License Terms and Conditions. In
addition, the following definitions apply to the EA:
• "Case(s)" means a failure of Products to operate per the Documentation, where such failure substantially impacts
operational or functional performance.
• "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 Licensee.
• "EA Fee" means the fee set forth in Appendix B—EA Fee Schedule.
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■ "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 A —Products 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 Licensee.
"Effective Date" means the date the Agreement commences and the start date for all licenses, regardless of when an
Ordering Document is provided by Licensee.
"License Agreement" means the applicable license agreement incorporated by this reference that is (i) found at
http://www.esri.com/leal/software-license, composed of the General License Terms and Conditions (E204) and
Exhibit 1—Scope of Use (E300), and available in the installation process requiring acceptance by electronic
acknowledgment, or (ii) a signed license agreement between Esri and Licensee that supersedes such electronically
acknowledged license agreement.
■ "Licensee" means City. For avoidance of doubt, the definition of Licensee will not include consultants or
contractors. Licensees 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.
• "Rolled -In Software" means Products of the same type as EA Products that Licensee 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.
■ "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 US Software Maintenance Program.
• "Tier 1 Help Desk" means City's point of contact from which all Tier 1 Support will be given to Licensee.
• "Tier 1 Support" means the Technical Support provided by the Tier I Help Desk as the primary contact to Licensee
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 I 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 2—GRANT OF LICENSE
2.1 Grant of License. Licensee's use of the EA Products is subject to the License Agreement and any additional terms set
forth in this Article 2 and in Article 3 below. Unit -Priced Items, if acquired, and Rolled -In Software will be licensed in
accordance with the License Agreement.
2.2 Beta License. Beta licenses are not available under this EA as EA Products. If a beta license is requested and provided, it
will be Iicensed separately and individually under the terms of the License Agreement (see Beta License in Section 3.2 of the
General License Terms and Conditions—E204) only. No other benefits, grants, or rights provided in this EA shall apply or be
provided/granted.
2.3 Consultant Access. Esri grants Licensee the right to permit Licensee's consultants or contractors to use the EA Products
exclusively for Licensee's benefit. Licensee shall be solely responsible for compliance by consultants and contractors with
this License Agreement and shall ensure that the consultant or contractor discontinues use of EA Products upon completion
of work for Licensee. Access to or use of EA Products by consultants or contractors not exclusively for Licensee's benefit is
prohibited. Licensee 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 Licensee. Consultant or contractors 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.
2.4 City Responsibility. City shall remain primarily responsible to Esri for compliance by Licensees (including their users)
with the terms and conditions of this EA,
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ARTICLE 3—SCOPE OF USE
The Permitted Uses and Uses Not Permitted sections of the General License Terms and Conditions portion of the License
Agreement are modified to include the additional term in Sections 3.1 and 3.2 below:
3.1 Additional Permitted Uses. For the term of the EA, City may copy and deploy the EA Products to Licensees up to the
quantities of licenses granted in Appendix A. No other Licensee has a right to copy (except as permitted in the License
Agreement) or deploy the EA Products. City 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. Licensee 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 License Agreement.
b. Licensee shall not transfer, redistribute, or assign EA Products to any third party without the prior written permission of
Esri.
3.3 Additional Restrictions Applicable to EA and License Agreement. A new or additional Eligible Agency may not be
added as an EA participant or Licensee without the express prior written approval of Esri. Addition of an Eligible Agency
may result in an increase in the EA Fee.
ARTICLE 4—MAINTENANCE
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 www.esri.comilegal) as modified by
this Section 4.1.
a. Tier 1 Support Provided by City
(I) The Tier 1 Help Desk will provide Tier I Support to all Licensees.
(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 Licensee. 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 Licensee.
(6) City may assign named Tier 1 Help Desk individuals up to the quantity listed in Appendix B. These individuals
will be identified in Appendix E 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 Licensee,
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(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 Licensee.
(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.
ARTICLE 5—ORDERING, ADMINISTRATIVE PROCEDURES, DELIVERY, AND DEPLOYMENT REPORT
5.1 Purchase Orders, Invoicing, Delivery, and Deployment
a. Esri does not require City to issue purchase orders. City may submit a purchase order in accordance with its own process
requirement, provided that City issues its initial purchase order on or before the Effective Date and subsequent purchase
orders at least thirty (30) days before the annual anniversary date for each additional year.
b. Any purchase orders that City issues will reference, incorporate, and be subject to the terms and conditions of this EA.
No expressly conflicting terms contained in a purchase order or ordering document will be binding. City shall employ
non -conflicting supplemental terms as evidenced by its attached Purchase Order.
The City will process all orders and deliveries pertaining to this EA through City's centralized point of contact.
c. City 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 D.
(2) Purchase order number.
(3) Applicable annual payment due and name of Licensee.
(4) On the face of the purchase order, the following printed statement: "Governed by and subject to Enterprise
Agreement No. 312716."
d. Esri will provide Authorization Codes to activate the nondestructive copy protection program that enables City 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 City, Esri will
deliver a limited number of sets of backup media as provided in Appendix B to the ship -to address identified in
Appendix D EA Points of Contact, FOB destination with shipping charges prepaid. City 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.
f. City shall track the Deployment status of EA Products.
5.2 Annual Report of Deployments. At each anniversary date and ninety (90) days prior to the expiration date of this EA,
City shall provide a written report, as set forth in Appendix C, to Esri detailing all Deployments made, including preexisting
and Rolled -In Software. 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 City annually during the
term of this EA in the quantities set forth in Appendix B. City is responsible for distributing the registrations to Licensees.
Third parties may not represent or attend on behalf of City at any Esri User Conference.
ARTICLE 6—POINTS OF CONTACT; NOTICES
6.1 Points of Contact. In Appendix D, 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 (I) business day from the date of transmission, provided confirmation
of receipt is made. Notices will be given at the following addresses:
To: Esri
380 New York Street
Redlands, CA 92373-8100
Attn.: Manager, Contracts and Legal
To: City
as listed in Appendix D
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Fax: 909-307-3020
Email: leealnotices@esri.com
ARTICLE 7—TERM, 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.
7.2 Termination for a Material Breach; Esri may terminate this EA for a material breach by Licensee, Licensee 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 Licensee, all licenses Deployed will also terminate, and the full amount of unpaid EA Fees will be
due and payable by City within thirty (30) days from the date of termination. Licensees shall uninstall, remove, and destroy
all EA Products; training materials; and any whole or partial copies, modifications, or merged portions in any form. City shall
deliver evidence of such destruction to Esri (e.g., certification letter). Licensee may continue to use Rolled -In Software,
provided Licensee complies with the terms and conditions of the License Agreement. Further, Esri agrees that Licensee is not
required to pay a maintenance reinstatement fee for lapsed maintenance for Rolled -In Software if Licensee orders
maintenance at time of EA termination. Other items that may be included in this EA —such as EEAP, Esri Virtual Campus
annual user license, access codes, Virtual Campus dollar credits, and Esri User Conference registrations —will also terminate
if this EA is terminated. This EA may be terminated for convenience except as follows.
7.3 Termination for Non -Appropriation of Funds or Lack of Funds. City's obligation to pay the amounts due under this
EA may be contingent upon appropriation of funds for this EA ("Lack of Funds"). Either party may terminate this EA for
Lack of Funds by providing a written termination for Lack of Funds notice no less than sixty (60) days prior to the next
annual EA payment. In all such cases, the effective date of the termination will be the last day of the EA year for which City
has paid. In the event of Non -Appropriation of Funds or Lack of Funds the City will not pay beyond the effective
cancellation date and will not be liable for any cancellation penalty, surcharge, fee, or similar charge or imposition. Under no
circumstances may City deploy additional copies of the EA Products upon termination of the EA for Lack of Funds.
a. City may retain a combination of some or all the perpetual Deployed EA Products and all Rolled -In Software of like
products identified in Appendix A, subject to the following conditions:
i. City will report the quantity and types of EA Products Deployed as of the termination date;
ii. Esri will calculate the aggregate value of EA Products Deployed, excluding Online Services or term based
Products, at then -current list price, plus the aggregate cost of maintenance for the Deployed EA Products
and Rolled -In Software (collectively, the "Deployed EA Value");
iii. Esri will deduct the value of all other deliverables, including but not limited to Online Services, term based
Products training, virtual campus, workshops, and services, provided as part of this EA from the total EA
Fees paid by City, as set forth on Appendix B, at the date of termination, ("Remaining Value");
iv. If the Deployed EA Value is less than or equal to the Remaining Value, Licensee may retail all Deployed
perpetual EA Products and Rolled -In Software at the maintenance version current as of the date of
termination. No refund will be provided to City for unused fees.
v. If the Deployed EA Value is greater than the Remaining Value, Licensee will inform Esri of the quantities
of Deployed EA Products and Rolled -in Software that it will retain at the maintenance version current as of
the date of termination, such that the aggregate Software and maintenance does not exceed the Remaining
Value. Licensee will uninstall, remove and destroy all Deployed EA Products not retained. Rolled -In
Software not retained at current maintenance will revert to the version that was current as of the start date
of the EA term.
b. After termination, Licensee must immediately uninstall, remove and destroy all Deployed EA Products not retained.
All subscriptions, User Conference Passes, Training and other services will end at termination, Rolled -In software
not retained at current maintenance will revert to the version that was current as of the start date of the EA term.
c. Within thirty (30) days of termination of the EA for Lack of Funds, City will document in writing to Esri the total
quantity and type of Products for which Licensee desires to obtain maintenance, if any. Payment of maintenance
fees will be effective from the date of the EA termination.
d. Licensee's use of any retained Products and Rolled -In Software following termination of the EA Agreement will be
in accordance with the License Agreement. If at a future date Licensee chooses to renew its Rolled-ln Software or
any other retained Products, Licensee will be required to pay maintenance retroactive to the date of termination in
order to receive the most current version and support.
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7.3.1 Termination for Convenience. The City, acting by and through its City Manager, shall have the right to terminate this
Agreement, in its sole discretion, at any time, by giving written notice to Provider at least forty-five (45) calendar days prior
to the effective date of such termination. In such event, the City shall pay to Provider compensation for Services rendered
and approved expenses incurred prior to the effective date of termination. In no event shall the City be liable to Provider for
any additional compensation and expenses incurred, other than that provided herein, and in no event shall the City be liable
for any consequential or incidental damages.; or
7.32 This Agreement may be terminated, in whole or in part, at any time by mutual written consent of the parties hereto. In
such event, the City shall not be obligated to pay any amounts to Provider for Services rendered by Provider after the date of
termination, but the parties shall remain responsible for any payments that have become due and owing as of the effective
date of termination. In no event shall the City be liable to Provider for any additional compensation and expenses incurred,
other than that provided herein, and in no event shall the City be liable for any consequential or incidental damages.
7.3.3 Subsections a through d found above in section 7.1 Termination for Non -Appropriation of Funds or Lack of Funds
applies to sections 7.3.1 and 7.3.2 to the same extent applicable to a termination for non -appropriation of funds. City
Deployment of additional copies of the EA Products is prohibited upon a termination of the EA for convenience under either
section 7.3.1 or 7.3.2.
7.4 License Term and Use upon Expiration of EA Term. Upon full payment of EA Fee and expiration of this EA, the
License Agreement will survive, and Licensee may continue to use the Deployed EA Products and Rolled -In Software in
accordance with the terms and conditions set forth in the License Agreement. Licensee shall notify Esri of the quantity and
type of licenses for which Licensee 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, later, Licensee decides to reinstate maintenance, Licensee
must pay maintenance reinstatement fees from the date of EA expiration (i.e., back maintenance fees. City shall not deploy
additional copies of the EA Products beyond the quantities in use upon termination or as of the date of expiration.
ARTICLE 8--CONFIDENTIALITY
8.1 Esri Confidential Information.
A. Certain terms and conditions of this EA are confidential and proprietary information of Esri. Except as provided
herein, City shall not publish or disclose the EA (or contents) to any third party without Esri's prior written consent
Disclosure may be made only to those City employees, contractors, or consultants of Licensee (e.g,, outside counsel or
accountants) who have a need to know to perform their duties or work on behalf of Licensee, and have an obligation of
confidentiality. No other portions of the EA may be disclosed to a contractor or consultant. To the extent that any such
disclosures may be required by law , City shall make a good faith effort inform Esri of the requested disclosure, with a
reasonable description of the requested disclosure and identification of the requester, in sufficient time for Esri to assert any
objection Esri may have to such disclosure with the appropriate administrative or judicial body. Notwithstanding the
foregoing, ESRI understands that the public shall have access, at all reasonable times, to all documents and information
pertaining to City Agreements, subject to the provisions of Chapter 119, Florida Statutes, including Section 119.0701, Fla.
Stat. as applicable, which is deemed as being expressly incorporated by herein and, and agrees to allow access by the City
and the public to all documents subject to disclosure under applicable laws. Provider's failure or refusal to comply with the
provisions of this section shall result in the immediate cancellation of this Agreement by the City,
B. Should Provider determine to dispute any public access provision required by Florida Statutes, then Provider
shall do so at its own expense and at no cost to the City.
IF THE CONTRACTOR HAS QUESTIONS REGARDING THE
APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE
CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO
THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS
AT (305) 416-1830, Via email at PubIicRecordsAmiamigov.com, or regular email at
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City of Miami Office of the City Attorney, 444 SW 2" Avenue, 9t1' FL, Miami, FL
33130.
ARTICLE 9—RELATIONSHIP OF THE PARTIES
The EA does not constitute a partnership, joint venture, or agency between Esri and City. Neither Esri nor City will hold
itself out as such, nor shall Esri or City be bound or become Iiable because of any representation, action, or omission of the
other.
ARTICLE 10—FORCE 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 11—GIS STANDARD
This EA will not be construed or interpreted as an exclusive dealings agreement, and City reserves the right to purchase from
third parties any of their requirements for GIS software or related services.
City agrees that Esri may from time to time publicize the existence of the EA in reputable trade journals.
ARTICLE 12—ADMINISTRATIVE REQUIREMENTS
12.1 Esri Collaborate 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. Licensee 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. Licensee 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 license agreement provided by the OEM partner and not
through this EA.
12.2 EA Products —Limited 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 City on a limited -quantity basis or as unit -priced items.
12.3 Obsolescence. During the term of this Agreement, 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. Licensee 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, which can be found at http;f/support.esri.com/en/content/productlifecvcles by selecting the product type and
clicking the Product Life Cycle link for specific product plans. Esri's Product Life Cycle Support Policy, available at
http://help.arcgis.com/en/shared/product-life-cycle/ProductLifeCvcle.pdf, covers the support phases and overall support
plans.
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ARTICLE 13—GENERAL PROVISIONS
13.1 The General Provisions and Limitations of Liability of the License Agreement will apply to the entire EA, [f there is a
conflict among any of the other terms and conditions in the various documents, the order of descending precedence will be as
follows: (1) Signature Page, (2) E512G Enterprise License Terms and Conditions, (3) Addendum 1, Product -Specific Terms
of Use, and (4) E204 General License Terms and Conditions. In the event this EA includes the Esri Enterprise Advantage
Program, the terms and conditions of the Enterprise Advantage Program Addendum will take precedence over the provision
of the EA with respect to the Enterprise 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 Section 7.4, Article 8 and Article 13 of this Enterprise License
Terms and Conditions document (E512G) will survive the expiration or termination of this EA.
ARTICLE 14 COMPLIANCE WITH FEDERAL, STATE AND LOCAL LAWS
Provider understands that agreements with local governments are subject to certain laws and regulations, including laws
pertaining to public records, conflict of interest, record keeping, etc. City and Provider agree to comply with and observe all
such applicable federal, state and local laws, rules, regulations, codes, and ordinances, as they may be amended from time to
time.
Provider further agrees to include in all of Provider's agreements with subcontractors for any Services related to this
Agreement this provision requiring subcontractors to comply with and observe all applicable federal, state, and local laws
rules, regulations, codes, and ordinances, as they may be amended from time to time.
ARTICLE 15 INDEMNIFICATION
General Indemnity and infringement indemnity are covered in the License Agreement.
ARTICLE 16 RESOLUTION OF AGREEMENT DISPUTES
Provider understands and agrees that all disputes (except solely for those disputes concerning the City's infringement, misuse
or misappropriation of Esri or Esri's licensor's intellectual property rights) City's violation of any applicable law between
Provider and the City based upon an alleged violation of the terms of this Agreement by the City shall be submitted to the
City Manager for his/her resolution, prior to Provider being entitled to seek judicial relief in connection therewith. In the
event that the amount of compensation hereunder exceeds Twenty -Five Thousand Dollars and No/Cents ($25,000), the City
Manager's decision shall be approved or disapproved by the City Commission. Except as provided in the first sentence of
this Article. Provider shall not be entitled to seek judicial relief unless: (i) it has first received City Manager's written
decision, approved by the City Commission if the amount of compensation hereunder exceeds Twenty -Five Thousand
Dollars and No/Cents ($25,000), or (ii) a period of sixty (60) days has expired, after submitting to the City Manager a
detailed statement of the dispute, accompanied by all supporting documentation ninety (90) days if City Manager's decision
is subject to City Commission approval); or (iii) City has waived compliance with the procedure set forth in this section by
written instruments, signed by the City Manager.
ARTICLE 17. MISCELLANEOUS PROVISIONS
A. This Agreement shall be construed and enforced according to the laws of the State of Florida, except that US
federal law shall govern in matters of intellectual property. Venue in any proceedings between the parties shall be in Miami -
Dade County, Florida. Each party shall bear its own attorney's fees. Each party waives any defense, whether asserted by
motion or pleading, that the courts are an improper or inconvenient venue. Moreover, the parties consent to the personal
jurisdiction of the aforementioned courts and irrevocably waive any objections to said jurisdiction. The parties irrevocably
waive any rights to a jury trial.
B. Title and paragraph headings are for convenient reference and are not a part of this Agreement.
C. No waiver or breach of any provision of this Agreement shall constitute a waiver of any subsequent breach of
the same or any other provision hereof, and no waiver shall be effective unless made in writing.
D. Should any provision, paragraph, sentence, word or phrase contained in this Agreement be determined by a
court of competent jurisdiction to be invalid, illegal or otherwise unenforceable under the laws of the State of Florida or the
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City of Miami, such provision, paragraph, sentence, word or phrase shall be deemed modified to the extent necessary in order
to conform with such laws, or if not modifiable, then the same shall be deemed severable, and in either event, the remaining
terms and provisions of this Agreement shall retrain unmodified and in full force and effect or limitation of its use.
E. Provider shall comply with all applicable laws, rules, and regulations in the performance of this Agreement,
including but not limited to licensure, and certifications required by law for professional service providers.
F. No modification or amendment hereto shall be valid unless in writing and executed by properly authorized
representatives of the parties hereto. The City Manager shall have the sole authority to extend, to amend or to modify this
Agreement on behalf of the City.
ARTICLE 18. INSURANCE
Insurance requirements -professional services agreement
I. Commercial General Liability
A. Limits of Liability
Bodily Injury and Property Damage Liability
Each Occurrence $1,000,000
General Aggregate Limit $ 2,000,000
Personal and Adv. Injury $ 1,000,000
Products/Completed Operations $ 1,000,000
B. Endorsements Required
City of Miami listed as additional insured
Contingent & Contractual Liability
Premises and Operations Liability
Primary Insurance Clause Endorsement
II. Business Automobile Liability
A. Limits of Liability
Bodily Injury and Property Damage Liability
Combined Single Limit
Owned/Scheduled Autos
Including Hired, Borrowed or Non -Owned Autos
Any One Accident $ 1,000,000
B. Endorsements Required
City of Miami Iisted as an additional insured
III. Worker's Compensation
Limits of Liability
Statutory -State of Florida
Waiver of Subrogation
Employer's Liability
A. Limits of Liability
$100,000 for bodily injury caused by an accident, each accident
$100,000 for bodily injury caused by disease, each employee
$500,000 for bodily injury caused by disease, policy limit
IV. CyberFirst/Professional Liability/Errors and Omissions Coverage
Claims Made
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Each Claim $1,000,000
General Aggregate Limit $1,000,000
Retro Date Included
The above policies shall provide the City of Miami with written notice of cancellation or material change from the
insurer in accordance to policy provisions.
Policies to which this Article refer have a blanket endorsement honoring any contractual requirement to add another entity as
an additional insured, to include a waiver of subrogation in favor of such entity, or to identify the coverage as primary. In
these cases the certificate of insurance will be annotated to confirm that the entity is covered under the blanket endorsement.
Companies authorized to do business in the State of Florida, with the following qualifications, shall issue all insurance
policies required above:
The company must be rated no less than "A.-" as to management, and no less than "Class VIII" as to Financial
Strength, by the latest edition of Best's Insurance Guide, published by A.M. Best Company, Oldwick, New Jersey, or
its equivalent. All certificates of insurance are subject to review and verification by Risk Management prior to
insurance approval.
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CITY OF MIAMI
A Florida municipal corporation
ENVIRONMENTAL SYSTEMS
RESEARCH INSTITUTE, INC
(Esri)
By: By:
Authorized Signature Authorized Signature
Printed Name: Daniel; J. Alfonso Printed Name:
Title: City Manager Title: Authorized Officer / Representative
Date: Date:
Attest:
Todd Hannon, City Clerk
Approved as to Insurance:
Ann -Marie Sharpe, Director, Risk Management Dept.
Approved as to legal form:
Victoria Mendez, City Attorney
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APPENDIX A
PRODUCTS AND DEPLOYMENT SCHEDULE
City may deploy the EA Products up to the total quantity of licenses indicated below to Licensees during the term of this EA.
Table A-1
EA Products —Uncapped Quantities
Product
Total Qty. to Be
Deployed
ArcGIS for Desktop: ArcGIS for Desktop Advanced, Standard, and Basic (single and concurrent use)
Uncapped
ArcGIS for Desktop extensions: ArcGIS 3D Analyst, ArcGIS Data Reviewer, ArcGIS Geostatistical
Analyst, ArcGIS Network Analyst, ArcGIS Publisher, ArcGIS Schematics, ArcGIS Spatial Analyst,
ArcGIS Tracking Analyst and ArcGIS Workflow Manager (single and concurrent use)
Uncapped
ArcGIS for Server: ArcGIS for Server Enterprise and Workgroup (Advanced, Standard, and Basic)
Uncapped
ArcGIS for Server extensions: ArcGIS 3D Analyst, ArcGIS Geostatistical Analyst, ArcGIS Image
Extension for Server, ArcGIS Network Analyst, ArcGIS Schematics, ArcGIS Spatial Analyst,
ArcGIS GcoEvent Extension for Server, and ArcGIS Workflow Manager
Uncapped
ArcGIS Engine
Uncapped
ArcGIS Engine extensions: ArcGIS 3D Analyst, ArcGIS Engine Geodatabase Update, AreGIS
Network Analyst, ArcGIS Schematics, and ArcGIS Spatial Analyst (single and concurrent use)
Uncapped
ArcGIS Runtime
Uncapped
ArcGIS Runtime extensions: ArcGIS 3D Analyst, ArcGIS Network Analyst, and ArcGIS Spatial
Analyst (single use)
Uncapped
Mapping and Charting solutions: Esri Production Mapping for Desktop
Uncapped
Table A-2
EA Products —Capped Quantities
Item
Rolled -In Qty.
(if applicable)
Qty. to Be
Deployed
Total
App Studio Standard
Two (2) Annual
Subscriptions
2
Esri CityEngine Basic Single Use
Three (3)
3
Esri CityEngine Advanced Single Use
One (1)
1
ArcPad
Six (6)
0
6
Data Interoperability Desktop Extension
One (1)
0
l
Esri Development Network (EDN)
N/A
Three (3) Annual
Subscriptions
3
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Product
Number of
Subscriptions
Named Users per
Subscription
Annual Credits per
Subscription
ArcGIS Online Level 5 Subscription (General Use),
Year 1
One (1)
500
62,500
ArcGIS Online Level 6 Subscription (General Use),
Years 2-5
One (1)
1,000
110,000
ArcGIS Online Additional Named Users (General Use),
Years 3 - 5
N/A
500
N/A
Portal for ArcGIS (General Use), Year 1
One (1)
500
N/A
Portal for ArcGIS (General Use), Years 2-5
One (1)
1,000
N/A
Portal for ArcGIS, Additional Named Users (General
Use), Years 3 - 5
N/A
500
N/A
ArcGIS Online (Public Safety)
One (1)
300
17,500
Portal (Public Safety)
One (1)
300
N/A
Navigator for AreGIS
Ten (10)
5
N/A
GeoPlanner for ArcGIS Level 1 Subscription
One (1)
5
N/A
Community Analyst Online Level 1 Subscription
Two (2)
5
N/A
Drone2Maps for ArcGIS Individual Subscription
Two (2)
1
500
Please note:
The sum of the active named users for the ArcGIS Online and Portal for ArcGIS (General Use) subscriptions
may not exceed the following amounts at any time:
Year I — 500 named users
Year 2 —1000 named users
Years 3-5 —1500 named users
The sum of the active named users for the ArcGIS Online and Portal for ArcGIS (Public Safety) subscriptions
may not exceed 300 at any time.
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APPENDIX B
EA FEE SCHEDULE
The EA Fee is $1,897,000. The EA Fee is in consideration of the EA Products, EA Maintenance, Esri User Conference
registrations, and Esri Enterprise Advantage Program.
Year 1
Year 2
Year 3
Year 4
Year 5
EA Fee
Payments
$375,000
$375,000
$375,000
$386,000
$386,000
$1,897,000
Number of Esri User Conference Registrations per Year
Twelve (12)
Southeast Regional Conference
Five (5)
Number of Tier 1 Help Desk Callers That May Contact Esri
for Tier 2 Support
Ten (10)
Number of Sets of Backup Media, if Requested
5
Esri Enterprise Advantage Program (EEAP)
100 Technical Advisory Hours per Year
275 Learning and Services Credits per Year
Support Cases for EDN
One 10-Pack/Year
Term of EA
Five (5) Years
from Effective Date
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APPENDIX C
CITY ANNUAL DEPLOYMENT REPORT
SAMPLE REPORT —This report will be provided to Esri annually as an Excel spreadsheet or in a comparable format.
Esri Annual EA License Deployment Report
Customer Name
Customer Number
Date
Prepared by
PRODUCT
Count
PRODUCT
Count
Desktop —Concurrent Use (CO)
AreGIS for Server
Desktop —Single Use (SU)
AreGIS for Server Extensions
Desktop Extensions
Other
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APPENDIX D
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: service@ esri.com
Phone: 888-377-4575
Fax: 909-307-3083
2. Esri contact for Tier 2 Support issues:
Email: suppartesri.com
Phone: 909-793-3774 (within the United States only)
Fax: 909-792-0960
Web: supportid esri.com
3. City centralized point of contact for order release and administrative issues:
Name: Kevin Burns
Phone: 305-416-1911
Fax: 305-400-5270
Email: k.burnst rniamigov.corn
4. All invoices to City will be mailed to the address listed below (unless otherwise stated on the purchase order):
City Office:
Name:
Address:
Accounts Payable
pavables@ miamigov.com
444 SW 2"d Avenue, 6'h floor
Miami, FL 33130
5. All deliverables to City will be shipped to the address listed below:
City Office
Name:
Address:
IT Department
Kevin Burns
444 SW 2"d Avenue, 5" floor
Miami, FL 33130
6. All notices to City will be mailed to the address listed below:
City Office:
Name:
Address:
City Attorney
Victoria Mendez
444 SW 2"d Avenue, 9:h floor
Miami, FL 33130
City Office: Procurement Director
Name: Annie Perez, CPPO
Address: 444 SW 2nd Avenue, 6" floor
Miami, FL 33130
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APPENDIX E
TIER 1 HELP DESK AUTHORIZED INDIVIDUALS
Below are named Tier 1 Help Desk individuals authorized to seek Tier 2 Support from Esri. Substitutes/Changes to Tier l
Help Desk authorized individuals may be made by written notice to Esri.
1. Name: Mariela C. Del Rio
Address: 444 SW 2 AVE
7, Name:
Address:
MIAMI, FL 33130
Phone: (305) 4I6-1088 Phone:
Fax: Fax:
Email: mdelrio@miamigov.com Email:
2. Name: Osmel Lopez 8. Name:
Address: 444 SW 2 AVE Address:
MIAMI, FL 33130
Phone: (305) 416- 1 778 Phone:
Fax: Fax:
Email: olopez@miamigov.com Email:
3. Name: Matthew Baker 9. Name:
Address: 444 SW 2 AVE Address:
MIAMI, FL 33130
Phone: (305) 416-1736 Phone:
Fax: Fax:
Email: mbaker@miamigov.com Email:
4. Name: Arturo Duque
Address: 444 SW 2 AVE
MIAMI, FL 33130
Phone: (305) 416-1567
Fax:
Email: aduque@miarnigov.com
Name: Kevin Burns
Address: 444 SW 2 AVE
MIAMI, FL 33130
Phone: (305) 416-1911
Fax:
Email: kburns@miamigov.com
6. Name:
Address:
Phone:
Fax:
Email:
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APPENDIX F
BY ACCEPTING THIS ORDER, VENDOR AGREES TO THE FOLLOWING TERMS AND CONDITIONS
1, ACCEPTANCE OF PURCHASE ORDER: A Purchase Order is given for immediate acceptance by the VENDOR. Unless promptly notified to
the contrary, the CITY will assume the VENDOR accepts the order as written and will make delivery as specified on the document.
2. ENTIRE AGREEMENT: All specifications, drawings, and data submitted to the VENDOR with this order or the solicitation for this order are
hereby incorporated herein and made a part hereof. This contract contains the entire agreement of the parties. No charge in quantities,
prices, specifications, terms, or shipping instructions will be allowed except on written authority of the CITY of Miami Purchasing Department.
Any additional or different terms and conditions proposed by VENDOR are objected to and hereby rejected unless specifically agreed to by
the CITY.
3. INDEMNIFICATION: The VENDOR hereby agrees to indemnify, save, and hold harmless the CITY from all claims, demands, liabilities, and
suits of any nature whatsoever arising out of, because of, or due to the breach of the Agreement by the VENDOR, its agents or employees,
or due to any act or occurrence of omission or commission of the VENDOR, its agents employees. It Is specifically understood and agreed
that this indemnification agreement does not cover or indemnify the CITY for its own negligence or breach of contract.
4. MODIFICATION: The CITY may by written Order, make changes in the specifications if such changes are within the general scope of the
Contract. If such changes cause an increase or decrease in the VENDOR'S costs or in time required for performance of the Contract: (a) the
VENDOR shall promptly notify the CITY and assert its claim for adjustment and an equitable adjustment shall be made by the CITY and the
Contract modified accordingly. Nothing in this clause shall excuse the VENDOR from performing.
5. DEFAULT: Time is of the essence of this contract and if delivery of acceptable items or rendering of services is not completed by the time
promised, the CITY reserves the right without liability, in addition to its other rights and remedies, to terminate this contract by notice effective
when received by VENDOR; as to stated items not yet shipped or services not yet rendered, and to purchase substitute items or services
elsewhere and charge the VENDOR with any and all losses incurred.
6. TRANSPORTATION CHARGES: Transportation expenses for all shipments shall be prepaid to destination. Shipments sent C.O.D. or freight
collect without the CITY'S written consent will not be accepted and will, at VENDOR'S risk and expense be returned to VENDOR. No charges
will be allowed by the CITY for transportation, packing, cartage or containers unless otherwise authorized in the Purchase Order.
7. UNAVOIDABLE DELAY: If the VENDOR is delayed in the delivery of goods purchased under the Purchase Order by a cause beyond its
control, VENDOR must immediately upon receiving knowledge of such delay, give written notice to the CITY and request an extension of
time. The CITY shall examine the request and determine if the VENDOR is entitled to an extension.
8. QUANTITY: Quantities furnished in excess of those specified in the Purchase Order will not be accepted and will be held at VENDOR'S risk
and expense.
9, INSPECTION: Materials or equipment purchased are subject to inspection and approval at the CITY'S destination. The CITY reserves the
right to reject and refuse acceptance of items which are not in accordance with the instructions, specifications, drawings, or data of
VENDOR'S warranty (expressed or implied), Rejected materials or equipment shall be removed by, or at the expense of, the VENDOR
promptly after rejection.
10. WARRANTY: The VENDOR warrants that all goods and services furnished hereunder will conform in all respects to the terms of this order,
including any drawings, specifications, or standards incorporated herein, and that they will be free from latent and patent defects in materials,
workmanship and title, and will be free from such defects in design. In addition, VENDOR warrants that said goods and services are suitable
for, and will perform in accordance with, the purpose for which they are purchased, fabricated, manufactured and designed or for such other
purposes as are expressly specified in this order. The CITY may retum any nonconforming or defective items to the VENDOR or require
correction or replacement of the item at the time the defect is discovered, all at the VENDOR'S risk and expense . Acceptance shall not
relieve the VENDOR of its responsibility.
11. REGULATORY COMPLIANCE: VENDOR represents and warrants that the goods or services furnished hereunder (including all labels,
packages, and containers for said goods) comply with all applicable standards, rules and regulations in effect under the requirements of
Federal, State and local laws, including the Occupational Safety and Health Act as amended, with respect to design, construction,
manufacture or use for their intended purpose of said goods or services. VENDOR shall furnish "Material Safety Data Sheets" in compliance
with the Florida Right To Know Law, Florida Statutes, Chapter 442.
12. ROYALTIES AND PATENTS: VENDOR shall pay all royalties and license fees. VENDOR shall defend all suits or claims for infringement of
any patent, copyright or trademark rights and shall save the CITY harmless from loss on account thereof.
13. PAYMENT: Payments will be made in accordance with the terms on the face of this order, or the VENDOR'S invoice, whichever are more
favorable to the CITY and payment date therefor shall be calculated from the receipt of invoice or final acceptance of the goods, whichever is
later.
14. IDENTIFICATION: Invoices in duplicate with prices set out and giving the correct Purchase Order Number must be sent to the address
shown on the face of this order, otherwise payment of VENDOR'S account may be delayed. The Purchase Order Number shall appear on all
invoices, boxes, packages, shipping documents and correspondence, and the list of contents shall be enclosed in each box or package.
15. TERMINATION: CITY may, at any time, terminate this order in whole or in part by written or telegraphic notice or verbal notice confirmed in
writing, Upon termination for convenience of Buyer, the Buyer will assume responsibility for specific contractual or scheduled financial
commitments made prior to notice of termination. Any and all services, property, publications, or materials provided during or resulting from
the Contract shall become the property of the Buyer. If, however, termination is occasioned by the VENDOR'S breach of any condition
hereof, including breach warranty, or by VENDOR'S delay, except due to circumstances beyond the VENDOR'S control and without
VENDOR'S fault or negligence, VENDOR shall not be entitled to any claim or costs or to any profit referred to in said clause, and Buyer shall
have against VENDOR all remedies provided by law and equity.
16. TAXES: CITY of Miami is exempt from State and local taxes. Exemption number is printed on the reverse side hereof. This Order shall serve
as the exemption certificate,
17. LAW GOVERNING: This contract shall be governed by and construed according to the laws of the State of Florida.
18. ASSIGNMENT: Any assignment of this Purchase Order, including any performance of work hereunder, in whole or in part, or monies due
hereunder, shall be void unless consented to by CITY in writing and CITY shall have no obligations to any assignee of VENDOR under any
assignment not consented to in writing by THE CITY.
19. TERMS: The order total shall be paid by the CITY upon receipt of invoice from VENDOR which shall be subject to verification as to
quantities and quality of goods delivered or services performed.
20. TAX: VENDOR doing business with the CITY shall not be exempt from paying sales tax to their suppliers for materials to fulfill contractual
obligations with the CITY, nor shall any VENDOR be authorized to use the CITY Tax Exemption Number in acquiring such materials.
21. LOCAL RESOURCES: VENDOR shall give first priority to utilizing resources in the disaster area, including but not limited to procuring
E125M Page 18 of 34 08/06/2015
supplies and equipment, awarding sub -contracts, and employing workmen.
22. PAYMENT CHANGES: Payments will only be made to the company and address as set forth on Purchase Order unless the VENDOR has
requested a change thereto on official company letterhead, signed by an authorized officer of the company.
23. UNIFORM COMMERCIAL CODE: The Uniform Commercial Code (Chapter 672, Florida Statutes) shall prevail as the basis for contractual
obligations between the VENDOR and CITY for any terms and conditions not specifically stated in this Purchase Order.
24. INSURANCE: In the event that insurance is required by the CITY in connection with this Purchase Order, VENDOR shall provide an
Insurance Certificate, in a form acceptable to the CITY, naming the CITY as an additional insured, as proof of compliance therewith which
said certificate shall constitute part of this Purchase Order.
25. BONDING: The CITY reserves the right to require the VENDOR to post a performance and payment bond in the amount of One Hundred
percent (100%) of the Purchase Order total, upon award or at such time deemed necessary by CITY.
E125M Page 19 of 34 08/06/2015
esri,
ESRI ENTERPRISE ADVANTAGE PROGRAM
AGREEMENT (E125M)
Esri, 380 New York St., Redlands, CA 92373-8100 USA • TEL 909-793-2853 • FAX 909-793-5953
EEAP AGREEMENT NO. 312730
This Esri Enterprise Advantage Program Agreement ("EEAP Agreement") is entered into by and between Environmental
Systems Research Institute, Inc. ("Esri" or "Provider"), a California corporation, located at 380 New York Street,
Redlands, California 92373-8100, and The City of Miami ("Licensee"), a Florida corporation, located at 444 SW 2nd
Avenue, 5'h floor, Miami, FL 33130.
Esri offers the Esri Enterprise Advantage Program to Licensees that are current on Esri software maintenance and
implementing or have implemented a geographic information system (GIS) enterprise solution based on Esri technology.
Licensee agrees to contract with Esri for and Esri agrees to provide Licensee with certain enhanced consulting services,
training, Premium Support Services (PSS), and Managed Services available under the Esri Enterprise Advantage Program for
the authorized Licensee location as described herein. The Esri Enterprise Advantage Program is not designed for Esri to
provide project -specific professional services such as custom application or database development for solutions or
applications. If these types of professional services are required, Licensee will need to enter into an agreement for use of Esri
Professional Services.
THIS EEAP AGREEMENT DOES NOT MODIFY THE TERMS OF THE LICENSE AGREEMENT GOVERNING
LICENSEE'S USE OF SOFTWARE, DATA, ONLINE SERVICES, AND DOCUMENTATION.
ARTICLE 1—DEFINITIONS
Capitalized terms that have not been defined in this EEAP Agreement shall have the meaning found in the applicable Esri
License Agreement.
1.1 "Activity Description" means the confirmation email or document received from Licensee that describes the number of
Learning and Services Credits Esri estimates is required to perform an activity and authorizes Esri to begin work based on
such estimate.
1.2 "Authorized EEAP Contact" means the Licensee point of contact identified on the signature page of this EEAP
Agreement.
1.3 "End User" means any third party or entity that accesses or uses any Licensee Content via Licensee Website.
1.4 "Esri Mobile Lab" means Esri hardware, shipped to domestic US Licensee site training events if Licensee does not have
the required hardware to host a scheduled training event, consisting of laptops preconfigured with Esri Software, Training
Materials, hard drives, power cords, and network switches.
1.5 "Hosting" means the business of housing and making accessible Licensee Content via the Internet.
1.6 "License Agreement" means the applicable license agreement incorporated by this reference that is
E125M Page 20 of 34 08/06/2015
a. Found at http://www.esri.comllegal/software-license and composed of the General License Terms and Conditions
(E204) and Exhibit 1, Scope of Use (E300), and available in the installation process requiring acceptance by
electronic acknowledgment, or
b. A signed license agreement between Esri and Licensee that supersedes such electronically acknowledged license
Agreement.
L7 "Licensee Authorized Contact(s)" or "LAC" means up to two individuals selected by Licensee to report Premium Support
Reports and work directly with Esri's Technical Account Manager (TAM) regarding all such reports. A Licensee that has
purchased unlimited PSS may designate additional LAC upon payment of additional fees.
1.8 "Licensee Content" means items including, but not limited to, custom software applications owned or licensed by
Licensee, photos, journal text, geospatial data, nongeospatial data, user interfaces, graphics components, and icons, plus any
personally identifiable information, supplied by or on behalf of Licensee.
1.9 "Licensee Website" means Licensee Content viewed through a user interface and made available via the Internet under
the domain name reserved for the website.
1.10 "Managed Services" means Hosting and the provision of the Managed Services Environment, enhanced by the provision
of related services (such as system monitoring and support associated with providing Licensee access to the Managed
Services Environment), required to make Licensee Content available to Licensee or Licensee's End Users.
1.11 "Managed Services Environment" means the hardware, Software, Data, Online Services, and network that Esri or its
third -party suppliers/partners make available as the underlying environment for Hosting the Licensee Content.
1.12 "Premium Support Report(s)" means a communication via telephone or email by Licensee to Support Services regarding
technical problems with Software, Data, or Documentation.
1.13 "Protected Information" means any information, whether in written or digital format, that incorporates content from a
protected category, including, but not limited to, personally identifiable information, Customer Proprietary Network
Information (CPNI), Protected Health Information (as it is defined by the Health Insurance Portability and Accountability
Act of 1996 [HIPAA]), Unclassified Controlled Technical Information (as it is defined by DEARS Section 204.73), and data
controlled by the International Traffic and Arms Regulations (ITAR) classified as other than EAR99, all of which may
require a greater degree of control, monitoring, and security than is typically established for Esri's Managed Services
offering.
1.14 "PSS" means Premium Support Services, which is a prioritized incident management and technical support program as
further described at http://support. esri. comlen/supportlpremium.
1.15 "Renewal Period" means any one (1)-year extension of this EEAP Agreement.
1.16 "Secure Formats" means object code, executable code, or similar formats.
1.17 "Student(s)" means a registered participant for a specific training course, Licensee coaching services, or training -related
services.
1.18 "Technical Account Manager" (TAM) means a designated support resource who acts as the primary point of contact to
Licensee for the purpose of coordinating Premium Support Reports through Esri's support processes.
1.19 "Term" means the initial term of this EEAP Agreement as described in Section 7.1.
1.20 "Training Materials" means digital or print content required to complete a course, which may include, but is not limited
to, workbooks, data, concepts, exercises, and exams.
1.21 "Work Product" means reports, documented analysis, sample code, prototype/unsupported code, or technical
memorandums provided as a result of the consulting services performed under this EEAP Agreement.
ARTICLE 2--ESRI ENTERPRISE ADVANTAGE PROGRAM
2.1 Esri Enterprise Advantage Program Description. The Esri Enterprise Advanta e Program is a menu of consulting
E125M Page 21 of 34
08/06/2015
services, training, PSS, and Managed Services that provides Licensee with the flexibility to select components that best meet
its needs. The Esri Enterprise Advantage Program includes the following components as further described at www.esri.com
/services/eeap/components, which may be changed from time to time,
a. Technical Advisor. Licensee will receive up to the number of Technical Advisor hours ordered. Licensee may elect
to retain additional Technical Advisor hours for a supplemental price.
b. Annual Account Planning Session. A one (l)-day annual account planning and review meeting.
c. Technical Work Plan. A collaboratively developed document designed to drive the program's implementation
through definition of Licensee's GIS vision, goals, and objectives.
d. Learning and Services Credits. Licensee will receive the number of Learning and Services Credits ordered. Licensee
may use the credits toward any combination of consulting services support, training, PSS, or related travel expenses.
Licensee may order, for an additional price, additional Learning and Services Credits. Learning and Serviees Credits
may be exchanged as described at the following website: http://www.esri.com/servicesfeeap/components#learning.
Esri will provide the Authorized EEAP Contact with a monthly report outlining usage of Esri Enterprise Advantage
Program Learning and Services Credits to date.
e. Quarterly Technology Webcast. Esri will provide an email invitation to the Authorized EEAP Contact for a quarterly
webcast presenting business and technical information related to enterprise GIS.
2.2 LEARNING AND SERVICES CREDIT USE
2.2.1 Current on Maintenance. Licensee must remain current on standard maintenance during the Term of this EEAP
Agreement. Standard maintenance is described at http://www.esri.com/legal, which may be changed from time to time.
2.2.2 Authorization of Credit Use. Licensee will contact its Account Manager or Technical Advisor to consume Learning
and Services Credits for a particular request. Esri will submit to Licensee a Learning and Services Credit estimate by email
for confirmation and authorization to use the credits. This confirmation email or document is hereafter referred to as an
Activity Description. The total credits quoted in the Activity Description will be drawn from the unused Learning and
Services Credits available, in a single transaction, upon Esri's receipt of approval via email from the Authorized EEAP
Contact.
2.2.3 Travel and Per Diem. Any Esri travel and per diem will be quoted separately. Licensee may direct Esri to use credits
for travel and per diem, as stated in Esri Enterprise Advantage Program Description, Section 2.1 above, or Licensee will issue
a purchase order and Esri will invoice Licensee for the travel and per diem expenses as described below in Article 6. All
travel costs and expenses must be previously authorized in written per applicable City policies contained herein and must
comply with all limits in Section 112.061, Fla. Stat.
2.2.4 Notification of Consumed Credits. Esri will notify Licensee in the event the authorized Learning and Services Credits
are consumed prior to completion of the requested work. Licensee may elect to direct use of additional credits, if available;
procure additional Learning and Services Credits; or notify Esri to stop work on such requested work. Esri reserves the right
to discontinue work when the authorized credits are consumed.
2.2.5 Review of Proposed Activities. Any activities proposed to be completed under the Esri Enterprise Advantage Program
will be subject to review and approval by Esri to ensure alignment with the intent of the program.
2.3 Defense or Military Application. At the time the Learning and Services Credits are requested or before any services are
provided by the Technical Advisor, Licensee will inform Esri if any of the requested services, consulting, training, or support
provided by Esri is directly related to a defense article or for a military application.
ARTICLE 3—OWNERSHIP; LICENSE GRANT
3.1 For Training
3.1.1 Software. The terms of the Esri License Agreement shall be applicable to all Licensee course participants and for all
Esri's Software, Data, Online Services, and Documentation used by Student during any training event. Esri may issue
temporary Software licenses when there is an insufficient number of Software licenses available at Licensee's training
facility. Upon conclusion of the training event, Licensee shall uninstall the temporary Software licenses and return to Esri any
media provided.
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3.1.2 Training Materials. This EEAP Agreement gives Student certain limited rights to use electronic and tangible versions of
the Training Materials. Esri and its licensor(s) retain exclusive rights, title, and ownership to the copy of Training Materials
licensed under this Agreement. Training Materials are protected by United States copyright laws and applicable international
copyright treaties and/or conventions. All rights not specifically granted in this Agreement are reserved to Esri and its
licensor(s). Esri grants to Student a personal, nonexclusive, nontransferable license to use Training Materials for Student's
own training purposes. Student may run and install one (1) copy of Training Materials and reproduce one (1) copy of Training
Materials. Student may make one (1) additional copy of the original Training Materials for archive purposes only, unless Esri
grants in writing the right to make additional copies.
3.1.3 Prohibited Uses. Training Materials are intended solely for the use of the training of the individual Student who
registered and attended a specific training course. Student may not
a. Separate the component parts of the Training Materials for use on multiple systems or in the cloud, use in conjunction
with any other software package, and/or merge and compile into a separate database(s) or documents for other
analytical uses;
b. Make any attempt to circumvent the technological measure(s) (e.g., software or hardware key) that effectively
controls access to Training Materials;
c. Remove or obscure any copyright, trademark, and/or proprietary rights notices of Esri or its licensor(s); or
d. Use audio and/or video recording equipment during a training course.
3.1.4 Licensee -Supplied Training Data. Licensee will retain ownership of any Licensee -supplied data.
3.2 FOR WORK PRODUCT
3.2.1 Ownership. Except as specifically granted in this EEAP Agreement, Esri or its licensors own and retain all right, title,
and interest in the Work Product.
3.2.2 License Grant. Esri hereby grants to Licensee a nonexclusive, royalty -free license in the Work Product to use in
connection with Licensee's authorized use of the Software and Data for support of which the Work Product was supplied.
3.2.3 Patents and Inventions. Each party shall retain title to any inventions, innovations, and improvements ("Inventions")
made or conceived solely by its principals, employees, consultants, or independent contractors (hereinafter called "Inventors")
during the term of this Agreement. The parties shall jointly own any Invention(s) made or conceived jointly by Inventors from
both parties. Except as provided below, where an Invention is jointly owned, each party shall share equally the costs of
acquiring protection for the Invention and furnish the other joint owner with assistance reasonably required for acquiring
protection. Neither party may license, transfer, sell, or otherwise alienate or encumber its interest in jointly owned Inventions
without the written consent of the other party, which is hereby given to Esri for Inventions relating to the Esri Software and
shall otherwise not be unreasonably withheld by either party.
3.3 For PSS. The terms and conditions of the License Agreement for the affected Software will govern any updates, patches,
hot fixes, or software provided pursuant to Esri's performance of the PSS ordered under this EEAP Agreement.
3.4 For Managed Services. Esri or its affiliates shall retain at all times the right, title, and interest in the Managed Services
Environment.
3.5 LICENSEE CONTENT
3.5.1 Ownership. All Licensee Content submitted by Licensee to Esri under this EEAP Agreement shall at all times remain
the intellectual property of Licensee or its licensor(s). Rights maintained in intellectual property by Licensee or its licensor(s)
shall mean any and all now known or hereafter known
a. Rights associated with works of authorship throughout the universe, including, but not limited to, copyrights, moral
rights, and mask works;
b. Trademark and trade name rights and similar rights;
c. Trade secret rights;
d. Patents, designs, algorithms, and other industrial property rights;
e. Other intellectual and industrial property rights of every kind and nature throughout the universe and however
designated (including logos, "rental" rights, and rights to remuneration), whether arising by operation of law,
E125M Page23 of34 08/06/2015
contract, license, or otherwise; and
f. Registrations, initial applications, renewals, extensions, continuations, divisions, or reissues hereof now or hereafter
in force (including any rights in any of the foregoing).
Esri shall have no rights to such Licensee Content other than the limited right to use such content for the purposes expressly
set forth in Subsections 3.5.2 and 11.9 of this EEAP Agreement.
3.5.2 License to Licensee Content. During the term of the Activity Description, Licensee hereby grants to Esri and its
affiliates permission to use Licensee Content to support the provision of Managed Services. Such permission shall include,
but not be limited to, the grant of rights and license to manipulate, publish, distribute, and implement Licensee Content
within the Managed Services Environment in any reasonable manner needed to support the provision of Managed Services.
ARTICLE 4—WARRANTIES AND DISCLAIMERS
4.1 Warranties
4.1.1 Esri will perform its obligation under this EEAP Agreement in a professional and workmanlike manner.
4.1.2 Esri warrants for a period of ninety (90) days after delivery of the services that the services will conform to professional
and technical standards of the software industry.
4.1.3 During the terns of the Managed Services as described in the Activity Description, Esri warrants that the Managed
Services will conform to the scope, descriptions, and assumptions for Managed Services set forth at http://www.esri.com
/services/emes/packages. Licensee's exclusive remedy and Esri's entire liability for breach of the limited warranty set forth in
this article shall he limited, at Esri's sole discretion, to
a. Providing a correction or a workaround for the Managed Services, or
b. Returning the Managed Services fees paid for up to three (3) months prior to Licensee's invocation of the limited
warranty, provided Licensee ceases to use the Managed Services.
4.1.4 Esri warrants that the media upon which Training Materials is provided will be free from defects in materials and
workmanship under normal use and service for a period of ninety (90) days from the date of receipt. Licensee's exclusive
remedy and Esri's entire liability for breach of the limited warranties set forth in this Article 4.1.4 shall be limited, at Esri's
sole discretion, to
a. Replacement of any defective Training Materials;
b. Repair, correction, or a workaround for Training Materials; or
c. Return of the fees paid by Licensee for Training Materials that do not meet Esri's limited warranty, provided that
Licensee uninstalls, removes, and destroys all copies of the Training Materials and executes and delivers evidence of
such actions to Esri.
4.1.5 Licensee warrants that Licensee Content will not
a. Infringe or misappropriate any third -party intellectual property rights or proprietary rights;
b. Violate any third party's privacy rights or any applicable law; or
c. Contain or transmit to a third party any software viruses; worms; time bombs; Trojan horses; or any other computer
code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software, hardware,
or telecommunications equipment.
Except as prohibited by applicable law, Licensee agrees to defend, indemnify, and hold Esri harmless from and against any
claim, action, liability, or demand arising out of a breach of the foregoing warranties.
4.2 Data Disclaimer. Data may contain nonconformities, defects, errors, or omissions. Licensee should verify data accuracy
before use. ALL DATA THAT ESRI PROVIDES IS "AS IS" WITHOUT WARRANTY OF ANY KIND.
4.3 General Disclaimer. EXCEPT FOR THE ABOVE EXPRESS LIMITED WARRANTIES, ESRI DISCLAIMS ALL
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OTHER WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO,
THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SYSTEM
INTEGRATION, AND NONINFRINGEMENT OF INTELLECTUAL. PROPERTY RIGHTS. ESRI DOES NOT
WARRANT AND DISCLAIMS THAT THE ESRI ENTERPRISE ADVANTAGE PROGRAM OR ANY WORK
PRODUCT PROVIDED HEREUNDER WILL MEET LICENSEE'S NEEDS; THAT LICENSEE'S OPERATION OF THE
SAME WILL BE UNINTERRUPTED, ERROR FREE, FAULT TOLERANT, OR FAIL-SAFE; OR THAT ALL
NONCONFORMITIES CAN OR WILL BE CORRECTED. WORK PRODUCT IS NOT DESIGNED, MANUFACTURED,
OR INTENDED FOR. USE IN ENVIRONMENTS OR APPLICATIONS THAT MAY LEAD TO DEATH, PERSONAL
INJURY, OR PHYSICAL PROPERTY/ENVIRONMENTAL DAMAGE. ANY SUCH USE SHALL BE AT LICENSEE'S
OWN RISK AND COST.
4.4 Internet Disclaimer. LICENSEE EXPRESSLY ACKNOWLEDGES AND AGREES THAT THE INTERNET
(INCLUDING, WITHOUT LIMITATION, THE WEB) IS A NETWORK OF PRIVATE AND PUBLIC NETWORKS,
AND THAT
a. THE INTERNET IS NOT A SECURE INFRASTRUCTURE;
b. ESRI HAS NO CONTROL OVER THE INTERNET; AND
c. ESRI IS NOT LIABLE FOR DAMAGES UNDER ANY THEORY OF LAW RELATED TO THE
DISCONTINUANCE OF OPERATION OF ANY PORTION OF THE INTERNET OR POSSIBLE
REGULATION OF THE INTERNET THAT MIGHT RESTRICT OR PROHIBIT THE OPERATION OF THE
LICENSEE WEB SITE.
ARTICLE 5—LEVIITATION OF LIABILITY
5.1 Disclaimer of Certain Types of Liability. ESRI IS NOT LIABLE TO LICENSEE FOR COSTS OF PROCUREMENT
OF SUBSTITUTE GOODS OR SERVICES; LOST PROFITS, LOST SALES, OR BUSINESS EXPENDITURES;.
INVESTMENTS; BUSINESS COMMITMENTS; LOSS OF ANY GOODWILL; OR ANY SPECIAL, INCIDENTAL, OR
CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THIS EEAP AGREEMENT OR USE OF THE
WORK PRODUCT, HOWEVER CAUSED BY THE NEGLIGENCE OF ESRI.ON ANY THEORY OF LIABILITY,
WHETHER OR NOT ESRI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THESE
LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY
LIMITED REMEDY.
5.2 General Limitation of Liability. ESRI'S TOTAL CUMULATIVE LIABILITY HEREUNDER FOR DIRECT
DAMAGES SHALL IN NO EVENT EXCEED TWO TIMES THE AMOUNT ACTUALLY PAID BY LICENSEE
FOR THE ESRI ENTERPRISE ADVANTAGE PROGRAM.
5.3 Applicability of Disclaimers and Limitations. The parties agree that Esri has set its prices and entered into this EEAP
Agreement in reliance on the disclaimers and limitations set forth herein, that the same reflect an allocation of risk between
the parties, and that the same form an essential basis of the bargain between the parties, THESE LIMITATIONS APPLY
NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
ARTICLE 6--COMPENSATION
6.1 Upon execution of this EEAP Agreement or the inception of a Renewal Period, Esri shall invoice Licensee as quoted for
the Esri Enterprise Advantage Program annually in advance. Fees for additional Learning and Services Credits or Technical
Advisor Services will be invoiced upon receipt of Licensee's order, Licensee shall pay Esri within thirty (30) calendar days of
receipt of invoice.
6.2 Pricing for annual program renewals and new or additional Esri service offerings will be in accordance with Esri's most
current price schedule at the time of purchase or renewal.
6.3 For Esri travel -related expenses, Licensee may elect to do one of the following: (I) use Learning and Services Credits to
pay for Esri travel -related expenses including Esri's standard handling fee or (2) request a separate invoice for Esri's travel -
related expenses including Esri's standard handling fee. Esri will invoice for all meals (excluding incidental expenses) on a
E125M Page 25 of34 08/06/2015
per diem basis in accordance with the per diem rates provided in 112.061, Fla. Stat .
6.4 ARTICLE 7 TERM AND TERMINATION
7.1 Initial Term; Renewals. This EEAP Agreement is effective as of the last date of signature on the signature page and
expires one (1) year thereafter (the "Term"). Prior to the end of the Term, Esri may provide Licensee with a quotation for a
Renewal Period. If Licensee accepts the quote, the following terms will apply:
a. Esri will submit an invoice to Licensee for the quoted annual Esri Enterprise Advantage Program price and Licensee
will pay in accordance with Section 6.1 of this EEAP Agreement;
b. This EEAP Agreement will automatically extend for the Renewal Period; and
c. The Learning and Services Credits remaining at the end of the initial Term or any subsequent Renewal Period will
remain valid for use for a period not to exceed two (2) years following the initial purchase date.
7.2 Termination for Convenience. Licensee may terminate this EEAP Agreement without cause upon forty-five
(45) days" prior written notice or may simply choose not to renew the EEAP Agreement.
7.3 Termination for Cause by Licensee. Licensee may terminate this EEAP Agreement for Esri's material breach of its
obligations under this EEAP Agreement upon thirty (30) days' prior written notice to Esri providing Esri the opportunity to
cure. If termination is due solely to Esri's failure to perform a material term of this EEAP Agreement, Esri will refund a
prorated share of amounts paid to Esri equal to the credits not used by Licensee.
7.4 Termination for Cause by Esri. Esri may terminate this EEAP Agreement for Licensee's material breach of its
obligations under this EEAP Agreement upon thirty (30) days' prior written notice to Licensee providing Licensee the
opportunity to cure. In such event, Esri is not obligated to refund any amounts paid for credits not used.
7.5 Survival. Upon termination or expiration of this EEAP Agreement
a. Technical Advisor, Annual Account Review, and Activity Description services will end as of the expiration or
termination date;
b. Unless either party terminates this EEAP Agreement for cause, Licensee may apply any unused Learning and
Services Credits toward any consulting services support, training, premium support, or related travel expenses that are
scheduled as of the termination or expiration date, provided that the Learning and Services Credits are used within
three (3) months after the termination or expiration date. Any other unused Learning and Services Credits will expire
thirty (30) days after the expiration or termination date; if Licensee renews the EEAP Agreement within this time
period, any unused Learning and Services Credits will carry over for up to two (2) years from their purchase date, or
termination of the EEAP Agreement, whichever comes first;
c. Unless Esri terminates this EEAP Agreement for Licensee's breach, Licensee retains the right to use any Training
Materials and Work Product.
ARTICLE 8—CONFIDENTIALITY OBLIGATIONS
8.1 Obligations Pertaining to PSS. It may be necessary for Esri or Licensee to disclose to the other party certain confidential
information under this EEAP Agreement. Confidential information shall be designated by Disclosing Party in writing or orally
and confirmed in writing within thirty (30) calendar days of disclosure as "Confidential," "Proprietary," "Trade Secret," or other
similar term. Each party shall use the confidential information described above only for exchanging information needed to
provide the PSS contemplated by this EEAP Agreement. Within sixty (60) days of termination of this EEAP Agreement, each
party shall promptly return or destroy and provide a certification of destruction of the confidential information of the other party.
Provider understands that the public shall have access, at all reasonable times, to all documents and information pertaining to
City Agreements, subject to the provisions of Chapter 119, Florida Statutes, and agrees to allow access by the City and the
public to all documents subject to disclosure under applicable laws. Provider's failure or refusal to comply with the provisions
of this section shall result in the immediate cancellation of this Agreement by the City.
Should Provider determine to dispute any public access provision required by Florida Statutes, then Provider shall do so at its
own expense and at no cost to the City.
8.2 Obligations Pertaining to Training. Except as described in Section 8.4, Esri or Licensee may disclose to the other party
certain confidential information under this EEAP Agreement. The disclosing party shall identify the information as
confidential information at the time of disclosure. Each party shall use the confidential information described above only for
exchanging information needed to provide the training contemplated by this EEAP Agreement. Within fourteen (14) days of
completion of the training, each party shall return or destroy and provide written notification of destruction of the other party's
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confidential information.
8.3 OBLIGATIONS PERTAINING TO WORK PRODUCT
8.3.1 Any Work Product provided to Licensee is deemed confidential information of Esri. Insofar as its rights may be legally
restricted, Licensee agrees not to reverse engineer or decompile Work Product delivered in Secure Formats. For Work
Product delivered in source code or other human -readable formats, Licensee will have met its obligations under this EEAP
Agreement if its disclosure of Work Product is limited to such items in Secure Formats, provided that the means for reverse
engineering, decompiling, or disassembling such Work Product is withheld from such disclosure, and the person or entity in
receipt of such Work Product similarly agrees not to perform such acts or allow others to do so.
8.3.2 Except as provided in the preceding paragraphs relating to the Public Records Laws of Florida, Licensee shall not
disclose the Work Product to employees or third parties without the advance written consent of Esri. However, Licensee may,
without such consent, make such disclosures to employees to the extent reasonably required to allow Licensee to use the
Software or Data in a manner authorized under applicable licenses.
8.3.3 Except as provided in the preceding paragraphs relating to the Public Records Laws of Florida, the disclosures permitted
under this section shall not relieve Licensee of its obligation to maintain the Work Product in confidence and comply with all
applicable laws and regulations of the United States, including, without limitation, its export control laws. Furthermore, before
disclosing all or any portion of the Work Product to employees or third parties as permitted in the preceding paragraph, Licensee
shall inform such employees or third parties of the obligations in this EEAP Agreement and obtain their agreement to be bound
by them.
8.4 Excluded Information. Licensee shall not provide to Esri or disclose to the instructor any data or information that is
personally identified information (PII), including, but not limited to, Gramm -Leach -Bliley Act (GLBA)- or HIPAA-type data
or information or critical infrastructure information (CIi) from the US Department of Homeland Security. Notwithstanding
anything in this Agreement to the contrary, Esri retains the right to refuse acceptance of any nonpublic personal information
(NPI) or customer information regardless of the form of disclosure. Esri will only accept receipt of information from Licensee
that comports with the exceptions set forth in Subsections 4(B) and 4(C)(ii) of Section 509 of the Gramm -Leach- Bliley Act
(PL 106-102) (15 USC Section 6809) and implementing regulations thereof.
8.5 Other Exchange of Confidential Information. Any other exchange of confidential information between the parties shall
require execution of a nondisclosure agreement subject to compliance with all applicable laws signed between the parties separate
from this EEAP Agreement.
ARTICLE 9—PREMIUM SUPPORT SERVICES TERMS AND CONDITIONS
9.1 Application. Should Licensee choose to use Learning and Services Credits for PSS, the terms of this Article 9 shall also
apply.
9.2 PSS Availability. Licensee may use Learning and Services Credits for PSS (annually) for any product covered under
Esri's standard maintenance subscription, provided that Licensee is current on maintenance for applicable Esri Software. Esri
shall provide PSS for the Term of the EEAP Agreement as further described at http://support.esri.com/en/support/premium.
9.3 Premium Support Description. PSS shall provide
a. A designated TAM;
b. The ability for LAC to submit Premium Support Reports or escalate standard technical support incidents to Premium
Support Reports via telephone or the Esri My Support Portal twenty-four (24) hours per day, seven (7) days per
week, three hundred sixty-five (365) days per year;
c. Priority Incident Management; and
d. Additional enhanced support and services, as described at http://support.esri.com/enlsupport/premium.
9.4 PSS RESTRICTIONS AND EXCLUSIONS
9.4.1 Excluded Software. PSS is not available for third -party software. Esri is not responsible for errors attributable to third -
party software used in conjunction with or built on Software.
9.4.2 English Language. All communications will be conducted in the English language except by agreement of both
E125M Page 27 of 34 08/06/2015
parties.
9.4.3 Acknowledgment. Licensee acknowledges and agrees that the report of an error or defect of any Software is not a
guarantee that it can or will be corrected. At Esri's sole discretion, Software is corrected on a priority basis and is subject to
release schedules determined by Esri.
9.4.4 Exceptions to PSS. The following are not covered by PSS:
a. Any problem resulting from Licensee's misuse, improper use, unauthorized modification, or damage of the Software
or Licensee's combining or merging the Software with any hardware or software not supplied or identified as
compatible by Esri;
b. Any problem resulting from third -party hardware or software;
c. Errors in any version of the Software other than the officially supported version of Software; and
d. Any support or implementation services, on -site or otherwise, including, but not Iimited to, those provided by Esri
Professional Services or any third party.
ARTICLE 10—TRAINING TERMS AND CONDITIONS
10.1 Application. Should Licensee choose to use Learning and Services Credits for training or coaching services, the terms
of this Article 10 shall also apply.
10.2 Training Descriptions. Esri offers instructor -led training and client coaching services in the use of Esri's Software as
described below:
a. Instructor -led training is offered online in a cloud -based environment, at a Licensee site, or at an Esri Learning
Center. Course information, location, dates, number of maximum participants, and registration requirements can be
found in the Esri Training catalog located at http:Iltrainintr.esri.com. Courses are conducted in close conformance
with the course description outlined in the Esri Training catalog and are subject to change due to limitations or
constraints including, but not limited to, technical capabilities and Licensee's needs.
b. Client coaching services are available for Licensee to enhance the learning experience by providing extra time to
review and practice course concepts with an instructor's on -site guidance.
10.3 Esri's Responsibilities. Esri will
a. Provide the training in a manner consistent with the technical and professional standards of the industry.
b. Provide an instructor qualified to conduct the course(s).
c. Provide all necessary training materials for Student(s).
d. Confirm class approximately ten (10) business days prior to the scheduled start date. For Licensee site and private
classes, confirmation is dependent on receipt of the completed Licensee site training request form and intended
method of payment.
10.4 LICENSEE'S OBLIGATIONS; LIMITATIONS
10.4.1 Licensee will
a. Ensure that all Students have received confirmation from Esri to participate in an Esri training event. Unregistered
student(s) will not be permitted to view or participate in an Online Classroom training event. Esri reserves the right
to disconnect any Student who permits access to unregistered student(s).
b. Confirm that all Students meet the minimum prerequisites for the applicable training event set forth on Esri's
Training website.
c. Submit registrations with a confirmed payment commitment at least seven (7) business days prior to the scheduled
start date. Registrations submitted without payment commitment will not be guaranteed a reservation and will be
added to a wait list pending payment confirmation. All wait list reservations are subject to availability.
d. Submit to the Esri Training Event Assistant a list of the names and email addresses of Students that are to attend a
Licensee site or private training event at least three (3) business days prior to the scheduled start date. Subject to
compliance with Section 12.12—Export Control Regulations, any Student that is a resident of a US embargoed
country or found on any of the various US Government Lists of Parties of Concern or Specially Designated
Nationals lists will not be permitted to attend the training event.
e. Be responsible for all Student travel arrangements. Esri is not responsible for losses from nonrefundable travel
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arrangements due to the denial of a Student's participation based on US government export regulation requirements,
course scheduling changes, or cancellations.
f. Complete and submit an Esri Licensee site training request form, if applicable, and ensure that the class environment
adheres to the requirements for Esri Training as found online at http:l!training.esri.com/gatewav/index.cfin?fa
=classroom. requirements.
g. Ensure that Student use of Training Materials provided by Esri complies with the terms of this Agreement.
h. Assume full responsibility for Student attending training course(s) under this Agreement. Licensee agrees to
indemnify Esri, its officers, directors, and employees for any and all claims, Iiabilities, and expenses (including
reasonable legal fees) arising out of or based on any uncured material breach by Student of the terms and conditions
of this Agreement.
1. Ensure that Student does not use audio and/or video recording equipment within the classroom without prior written
approval from Esri.
10.4.2 The Esri Mobile Lab option is available for domestic US Licensee site training events if Licensee does not have the
required hardware to host a scheduled class. If the Esri Mobile Lab is used, Licensee will
a. Immediately report any damage to the Esri Mobile Lab equipment to the Training Event Assistant upon receipt of
the equipment.
b. Keep the Esri Mobile Lab equipment in a secure, locked area between training event sessions.
c. Ensure that only Students use the Esri Mobile Lab equipment.
d. Be responsible for loss of, damage to, and/or theft of the Esri Mobile Lab equipment while in Licensee's possession.
e. Warrant that it maintains sufficient insurance coverage obligations created by this Agreement and required by law.
f. Allow the Esri instructor to check all Esri Mobile Lab equipment following the completion of training. Any damage
to the Esri Mobile Lab equipment due to Student use, excluding normal wear and tear, will be brought to the
attention of Licensee by written notice. Licensee hereby agrees to be financially responsible for any repair or
replacement of equipment resulting from such damage.
g. Make the Esri Mobile Lab equipment available for freight pickup upon the conclusion of the training event.
10.5 STUDENT REGISTRATION AND TRAINING EVENT CHANGE POLICY
10.5.1 Individual Student Seats. Licensee will provide written notice to Esri's Customer Service department at
service@esri.com of any Student transfer, cancellation, or substitution requests at least three (3) business days before the
scheduled start date, subject to the following conditions:
a. Multiple requests and any requests that occur without the three (3) business days' advance notice are subject to a fee,
as determined by Esri.
b. Cancellation of Student registrations that occur without the three (3) business days' advance notice is subject to the
full training event fee.
c. Substitute Students must be from the same organization as the Student being replaced.
10.5.2 Licensee Site/Private Class/Client Coaching Services (Training Event). Licensee will provide written notice to Esri's
Customer Service department at service@;esri.com of any training event reschedule, cancellation, or Student substitution
requirements at least three (3) business days before the scheduled start date.
a. Training event reschedules and cancellations that occur without the three (3) business days' advance notice are
subject to the full training event fee. Licensee will be responsible for all of Esri's reasonable travel expenses and
shipping costs (including Esri Mobile Lab), for all rescheduled or canceled training events.
b. Student substitutions that occur without the three (3) business days' advance notice are subject to a fee. Substitute
Students must be from the same organization as the student being replaced.
10.5.3 If cancellation of a training event is necessary due to Force Majeure as described in Article 12.5 below, the affected
party is released in full from the three (3)-business-day notification requirement. The affected party will either reschedule or
cancel the training without that affected party incurring any liability.
10.5.4 If Esri is unable to conduct the training on the scheduled date, Esri will notify Licensee at least three (3) business days
before the scheduled start date.
10.6 Unless specifically authorized in writing by Esri, Licensee is not authorized to resell seat(s) to an Esri training event.
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10.7 Indemnification. Esri will indemnify, defend, save and hold harmless Licensee and each of its directors and officers
(collectively, the "Indenmified Parties") from and against any and all damages, losses, liabilities, claims, judgments, and
settlements, including all reasonable costs, expenses, and attorneys' fees, arising out of any action or claim for bodily injury,
death, or property damage brought against any of the Indemnified Parties to the extent arising from any negligent act or
omission or willful misconduct by Esri or its directors, officers, employees, or agents while engaged in or as a result of the
training or coaching services provided by Esri pursuant to this Agreement while on Licensee's site.
ARTICLE 11—MANAGED SERVICES TERMS AND CONDITIONS
11.1 Documentation. The Activity Description must define the following:
a. The Hosting term —This is the duration in which the Managed Services Environment is available to Licensee via
HTTP or HTTPS access through the Internet. The Hosting term does not begin until setup and deployment of the
data and application are complete.
b. Targeted system availability —"System availability" means that Licensee and associated End Users are able to have
external HTTP or HTTPS access to the application and associated data content through the Internet. Examples of
supported Ievels of system availability are ninety-five percent (95%), ninety-nine percent (99%), and ninety-nine
point nine percent (99.9%). Not all Managed Services offerings include a targeted system availability.
c. Number of anticipated requests —A request is made by an End User through a client (e.g., desktop computer, web
application, mobile device) and sent to server(s) that is set up in the Managed Services Environment by Esri and
performs computational tasks on behalf of End User. An example of a common request used in a GIS is a map
request. A map request is made every time a user pans, zooms, or queries a map service.
d. Amount of data storage "Data storage" refers to the components required to retain digital data, which is to be used
and consumed in Licensee GIS applications and/or Online Services, and
e. The quote for the applicable price in terms of Learning and Services Credits.
The Data storage location may be defined in the Activity Description.
11.2 Requirements Planning. It is Licensee's responsibility to plan for and address with Esri changes to Licensee's
requirements, such as the need for additional capacity, the update of an application or dataset, or increased level of system
availability.
11.3 Licensee Content Licensing and Deployment Confirmation. Licensee is responsible for maintaining the appropriate
licensing to the Licensee Content. Provision of Managed Services will be subject to Licensee's compliance of all relevant Esri
and third -party licensing agreement terms, conditions, and arrangements. Licensee will confirm access to the Managed
Services Environment within five (5) days of receiving notification from Esri that the Managed Services Environment and
Licensee Content are accessible.
1L4 Risk of Loss. Risk of loss for all Licensee Content shall at all times remain with Licensee, and it is Licensee's sole
responsibility to maintain regular backups of Licensee Content. Risk of loss for the Managed Services Environment shall at
all times remain with Esri.
11.5 Protected Information. Prior to providing any Licensee Content under this EEAP Agreement, Licensee shall notify
Esri if Licensee Content includes Protected. Information.
11.6 Public Software. Licensee may not upload, use, process, modify, or combine any Open -Source Materials in a manner
that requires Esri to (i) disclose or distribute in source code form; (ii) make available free of charge; or (iii) permit others to
modify, without charge, any component of the Managed Services. "Open -Source Materials" means any software,
documentation, or other material that contains or is derived (in whole or in part) from any software, documentation, or other
material distributed as free or open source software or under other similar licensing or distribution 'node's.
E 125 M Page 30 of 34 08/06/2015
11.7 Monitoring. Licensee will provide information and/or other materials related to its Licensee Content as reasonably
requested by Esri or its Hosting partner to verify Esri's and/or Licensee's compliance with this EEAP Agreement. Esri or its
Hosting partner, as applicable, may browse, index, or otherwise monitor the external interfaces of any Licensee Content
solely for the purpose of verifying compliance with this EEAP Agreement.
11.8 Prohibited Use. Licensee may not access or use Managed Services to do any of the following, which hereafter will
collectively be referred to as "Prohibited Use":
a. Spam, spoof, phish, or transmit junk email or offensive or defamatory material;
b. Stalk or make threats of physical harm;
c. Store or transmit any software viruses; worms; time bombs; Trojan horses; or any other computer code, files, or
programs designed to interrupt, destroy, or limit the functionality of any computer software, hardware, or
telecommunications equipment;
d. Violate any law;
e. Infringe or misappropriate the rights of any third party;
f. Process, store, or transmit any data, information, or technology that is controlled for export under the International
Traffic in Arms (ITAR) regulations, is unclassified controlled technical information (UCTI) under DEARS 204.73,
or is protected health information (PHI) under HIPAA; or
g. Otherwise violate a material term of this EEAP Agreement.
11.9 Takedowns and Service Suspension. If Esri believes that any Licensee's use of the Managed Services constitutes a
Prohibited Use or if Licensee Content violates the restrictions listed in Section 11.8, Esri will notify Licensee, request
Licensee to stop the Prohibited Use, and may request that such Licensee Content be removed from Managed Services
Environment or access to it be disabled. Esri may remove or disable access to any such Licensee Content without prior notice
as permitted under applicable law or as required to comply with any judicial, regulatory, or other governmental order. Esri
may also suspend Licensee's access to Managed Services Environment at any time
a. For scheduled downtime to conduct maintenance or make modifications to Managed Service(s); or
b. In the event of a threat or attack on Managed Service(s) (including a denial -of -service attack) or other event that
may create a risk to the applicable part of Managed Services.
If feasible under these circumstances, Licensee will be notified of any service suspension beforehand and allowed reasonable
opportunity to take remedial action. In the event that Esri removes Licensee Content or suspends access to Managed Services
Environment without prior notice, Esri will provide prompt written notice to Licensee unless prohibited by law.
ARTICLE 12—GENERAL PROVISIONS
12.1 Relationship of the Parties. The parties hereto agree that each is an independent contractor with respect to this EEAP
Agreement; that this EEAP Agreement does not constitute an agency, partnership, franchise, or joint venture; and that
nothing herein contained is intended to constitute, nor shall it be construed to constitute, the parties as agents, partners,
franchisor/franchisee, or co -venturers of each other. Except as expressly provided in this EEAP Agreement, neither party
shall have any power or authority to act in the name or on behalf of the other party except with the prior, express written
consent of the other party.
12.2 Intellectual Property Rights Attribution. Licensee shall retain any copyright, patent, or trademark notices on all items
licensed under this EEAP Agreement and shall take other necessary steps to protect Esri's or its licensor's intellectual property
rights. Licensee shall not copy or distribute, or permit a third party to copy or distribute, any of Esri's Training Materials.
12.3 No Implied Waivers. The failure of either party to enforce any provision of this EEAP Agreement shall not be deemed
a waiver of the provisions or of the right of such party thereafter to enforce that or any other provision.
12.4 Severability. If any provision of this EEAP Agreement is determined to be invalid, illegal, or unenforceable, the parties
agree the remaining provisions of this EEAP Agreement shall remain in full force if both the economic and legal substance of
the transactions contemplated by this EEAP Agreement are not affected in any manner that is materially adverse to either
party by severing the provision determined to be invalid, illegal, or unenforceable.
E125M Page 31 of 34 08/06/2015
12.5 Force Majeure. If the performance of this EEAP Agreement, or any obligation except the making of payments, 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, terrorist act, cyber-attack, or other
violence; any law, order, proclamation, regulation, ordinance, demand, or requirement of any governmental 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, shall be excused from such performance to the extent of such prevention, restriction, or interference.
12.6 Applicable Laws. This EEAP Agreement shall be governed by and construed in accordance with the laws of the State
of Florida without reference to conflict of laws.
12.7 No solicitation of Contractor Personnel. Licensee shall not solicit for hire any Esri employee who is associated with
efforts called for under this Agreement during the Term of this EEAP Agreement and for a period of one (1) year thereafter.
12.8 Taxes. Services provided are quoted inclusive of all state, local, value-added, or other taxes, customs, or duties, or other
charges (all levied or assessed or provided by law taxes payable by Esri). In the event, such taxes and/or charges become
applicable to Esri's services, applications, or data, Esri shall pay any such applicable tax upon receipt of written notice that
such taxes are due.
12.9 UCC Inapplicability. Any services provided under this EEAP Agreement will not be governed by the Uniform
Conunercial Code (UCC) and will not be deemed "goods" within the definition of the UCC.
12.10 Assignment and Delegation. Esri may, in whole or in part, assign any of its rights or delegate any performance under
this EEAP Agreement, provided that Esri shall remain responsible for the performance it delegates. This EEAP Agreement
binds and benefits successors or assigns permitted under this Section 12.10.
12.11 Insurance. Licensee is self -insured in accordance and subject to the limitations and provisions as set forth in Section
768.28 of the Florida Statutes. ESRI shall provide Licensee with a certificate of insurance in accordance with Article 18,
Insurance found in the Enterprise agreement. Each party shall, throughout the term of this EEAP Agreement, obtain and
maintain at its own cost and expense from a qualified insurance company an appropriate commercial general liability (CGL)
insurance policy, including coverage for products liability, or for Licensee, a funded self-insurance program providing
equivalent loss protection subject to the limitations and provisions as set forth in Section 768.28 of the Florida Statutes as
reflected in the attached self-insurance statement is accepted. .
12.12 Export Control Regulations. Licensee expressly acknowledges and agrees that Licensee shall not export, reexport,
transfer, or release Software, Data, Online Services, or Documentation, in whole or in part, to
a. Any US embargoed country (or to a national or resident of any US embargoed country);
b. Any person on the US Treasury Department's list of Specially Designated Nationals;
c. Any person or entity on the US Commerce Department's Denied Persons List, Entity List, or Unverified List; or
d. Any person or entity where such export or reexport violates any US export control laws or regulations including, but
not limited to, the terms of any export license or license exemption and any amendments and supplemental additions
to US export laws as they may occur from time to time.
12.13 Headers. Headers are for convenience only and are not to be used in the interpretation of this EEAP Agreement.
12.14 Entire Agreement. This EEAP Agreement constitutes the sole and entire agreement of the parties and supersedes any
previous agreements, understandings, and arrangements between the parties relating to the Esri Enterprise Advantage
Program. Other than information regarding the services or Software being ordered and shipping instructions, if any,
additional or different terms contained on Licensee's purchase order are objected to and shall not apply even if accepted or
acknowledged by Esri unless specifically included in a modification to this EEAP Agreement. Any modifications or
amendments to this EEAP Agreement must be in writing and signed by an authorized representative of each party.
E125M Page 32 of 34 O8/06/2015
CITY OF MIAMI
(City), a Florida municipal corporation
By:
Authorized Signature
Printed Name: Daniel; J. Alfonso
Title: City Manager
Date:
Attest:
Todd Hannon, City Clerk
ENVIRONMENTAL SYSTEMS
RESEARCH INSTITUTE, INC.1
(Esri)
By:
Authorized Signature
Printed Name:
Title: Authorized Officer / Representative
Date:
1 Please furnish a corporate resolution indicating signatory is authorized
Approved as to Insurance:
Ann -Marie Sharpe, Director, Risk Management Dept.
Approved as to legal form:
Victoria Mendez, City Attorney
E125M Page 33 of 34 08/06/2015
All Licensee contact regarding the Esri Enterprise Advantage Program shall be through the point of contact
identified below.
Contact: Kevin Burns, CIO
Address: 444 SW 2" d Avenue, 51h' floor
City, State, ZIP: Miami, FL 33I30
AUTHORIZED EEAP
CONTACT
INFORMATION (TO BE
COMPLETED BY
LICENSEE)
Telephone: 305-416-1911
Fax: 305-400-5270
Email: kburns@miamigov.com
E 125M Page 34 of 34 08/06/2015
CITY OF MIAMI
CERTIFICATE OF SELF INSURANCE COVERAGE
March 20, 2017
INSURED:
CITY OF MIAMI, A POLITICAL SUBDIVISION OF THE STATE OF FLORIDA, ITS
EMPLOYEES, AGENTS AND OFFICIALS
SELF INSURED EVIDENCE OF COVERAGE
This Certificate is issued as a matter of information only and confers no rights upon the Certificate Holder. This Certificate does not amend, extend, nor
alter the coverages or defense afforded by the self-insurance plans below.
Type of Coverage
`
Effective
Date
Expiration
Date
Limits of Liability - in Thousands
GENERAL LIABILITY
I0/1/90
Until
canceled
or
revoked
Bodily Injury,
Property Damage
Personal Injury
Combined
$200 per Claimant $300
per Occurrence
Self -Insured in accordance with S.768.28 F.S.
(X) Comprehensive
(X) Premises/Operations
(X) Products/Completed Operations
(X) Contractual
(X) Independent Contractors
(X) Broad Form Property Damage
(X) Personal Injury
(X) Errors & Omissions
AUTOMOBILE LIABILITY
10/1/90
Until
canceled
or
revoked
Bodily Injury
Property Damage
Combined
$200 per Claimant $300
per Occurrence
Self -Insured in accordance with S.768.28 F.S.
(X) Any Auto
() All Owned Autos
(Private Passenger Autos)
( ) All Owned Autos
(Other than Private Passenger)
(X) Hired Autos
(X) Non Owned Autos
WORKERS COMPENSATION AND
10/1/90
Until
canceled or
revoked
WC Statutory Limits - Florida
Self -Insured in accordance with S.440 F.S.
EMPLOYERS LIABILITY
BLANKET DISHONESTY BOND
10/1/90
Until
canceled or
revoked
$25 Per Occurrence
Self -Insured in accordance with S. 768.28 F.S.
(Including faithful performance,
money & securities & depositors
forgery)
/
DESCRIPTION OF OPERATIONSILOCATIONSNEHICLES/SPECIAL/ITEMS:
Re: Software License Agreement
CANCELLATION: Should any of the above described
coverages be cancelled before the expiration thereo',
to mail such notice shall impose no obligation, or
the iss ' g ity will endeavor to 0 days
liabili of y kind upon the - its ag nts, or
written notice to the Certificate Holder named, but failure
representatives.
ESRI Environmental Systems Research Institute
380 New York Street
Redlands, California 92373-8100
Frank Gomez Property & Casua ty Manager/Ann Marie Sharpe, Director of
Risk Management
Risk Management Department, 444 SW 2nd Ave, Miami, FL 33130 (35)1416-1740
1 0 11; . � 1,
FLORIDA
`! l:
OEVARTM€'T
OF REVENUE
Consumer's Certificate of Exemption
Issued Pursuant to Chapter 212, Florida Statutes
DR-14
R. 04/11
85-8012740125C-1
Certificate Number
This certifies that
10/31/2012
10/31/2017
MUNICIPAL GOVERNMENT
CITY OF MIAMI
444 SW 2ND AVE
MIAMI FL 33130-1910
Effective Date
Expiration Date
Exemption Category
is exempt from the payment of Florida sales and use tax on real property rented, transient rental property rented, tangible
personal property purchased or rented, or services purchased.
FLORiDA
Important Information for Exempt Organizations
DEPARTMENT
OF REVENUE
DR-14
R. 04/11
1. You must provide all vendors and suppliers with an exemption certificate before making tax-exempt purchases.
See Rule 12A-1.038, Florida Administrative Code (F.A.C.).
2. Your Consumer's Certificate of Exemption is to be used solely by your organization for your organization's
customary nonprofit activities.
3. Purchases made by an individual on behalf of the organization are taxable, even if the individual will be
reimbursed by the organization.
4. This exemption applies only to purchases your organization makes. The sale or lease to others of tangible
personal property, sleeping accommodations, or other real property is taxable, Your organization must register,
and collect and remit sales and use tax on such taxable transactions. Note: Churches are exempt from this
requirement except when they are the lessor of real property (Rule 12A-1.070, F.A.C.).
5. It is a criminal offense to fraudulently present this certificate to evade the payment of sales tax. Under no
circumstances should this certificate be used for the personal benefit of any individual. Violators will be liable for
payment of the sales tax plus a penalty of 200% of the tax, and may be subject to conviction of a third-degree
felony. Any violation will require the revocation of this certificate.
6. If you have questions regarding your exemption certificate, please contact the Exemption Unit of Account
Management at 800-352-3671. From the available options, select "Registration of Taxes," then "Registration
Information," and finally "Exemption Certificates and Nonprofit Entities." The mailing address is PO Box 6480,
Tallahassee, FL 32314-6480.