HomeMy WebLinkAbout2010-144
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RESOLUTION NO. 2010-144
SECTION I: That the Director of Finance or hislher designee is hereby authorized
to issue an Annual Purchase Order to ESRI in an amount not to exceed $54,500.00 for Fiscal
Year 2010/2011, $65,400 for Fiscal Year 2011/2012 and $76,300 for Fiscal Year 2012/2013
for an ArcGlS Enterprise License Agreement. The Purchase Order shall reference the
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SECTION 2. That the City Manager of the City of San Bernardino is hereby
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18 authorized to execute on behalf of said City an Agreement between the City of San
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Bernardino and ESRI, a copy of which is attached hereto as Exhibit "A".
SECTION 3: This purchase is exempt from the formal contract procedures of
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Section 3.04.010 of the Municipal Code, pursuant to Section 3.04.010(B)(3) of said Code,
"Purchases approved by the Mayor and Common Council".
SECTION 4: The authorization to execute the above-referenced Agreement and
issue the above-referenced Purchase Order is rescinded if not executed/issued within sixty
(60) days of the passage of this Resolution.
2010-144
1 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN
BERNARDINO AUTHORIZING T.HE EXECUTION OF AN AGREEMENT AND THE
2 ISSUANCE OF A PURCHASE ORDER TO ESRI, FOR A THREE YEAR ARCGlS
3 ENTERPRISE LICENSE AGREEMENT.
4 I HEREBY CERTIFY that the foregoing resolution was duly adopted by the Mayor
and Common Council of the City of San Bernardino at a j oint regular meeting
5 thereof, held on the 21 s t day of June , 20 I 0, by the following vote, to wit:
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7 Council Members
Aves Navs Abstain Absent
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8 MARQUEZ
9 DESJARDINS
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BRINKER
SHORETT
KELLEY
JOHNSON
McCAMMACK
~~.~
Rache G. Clark, City Clerk
The foregoing resolution is hereby approved this 22nd
day of June, 2010
Approved as to form:
2010-144
RESOLUTION NO.
Exhibit 'A'
ESRI
ArcGIS Enterprise License Agreement
2010-144
.
April 28, 2010
Ms. Ruth Parish
City of San Bernardino
Information Services Department
San Bernardino, CA
Dear Ruth,
As a follow up to our phone call on February 2nd regarding future purchases ofESRl software and
maintenance, please find below a proposal for an Enterprise License Agreement (ELA) from ESRl. This
proposal letter will cover pricing and key business terms for this type of agreement.
The ESRl Enterprise License Agreement (ELA) with City of San Bernardino (the City) will be for three
years and will grant the City unlimited access to the ESRl products listed below, including maintenance
on all software covered under this agreement for the term of the agreement. The agreement will be
effective on the date executed and requires a firm three-year commitment from the City.
The City of San Bernardino has the reputation as a leader in GIS in the region and is looked upon as a
leader in the deployment of technology and citizen services. Although the City has deployed a
considerable amount ofESRl technology, ESRl's work with cities of similar size indicates that there is
significant potential to apply GIS in many additional technical, business and market areas within the City
of San Bernardino. For these reasons, we believe that the City of San Bernardino will greatly benefit
from an enterprise license agreement. An ELA will provide the City numerous benefits including:
. A lower cost-per-unit for licensed software
. Substantially reduced administrative and procurement expenses
. Maintenance on all ESRl software deployed under this agreement
. Complete flexibility to deploy software products when and where needed.
This program includes unlimited access by your organization during the term ofthis agreement to the
ESRl Enterprise Software listed below. Licenses are valid for the three-year term of the agreement.
.
Ar.GIS desktop software - Arclnfo, ArcEditor, ArcView
.
Ar.GIS desktop extensions -3D Analyst, Spatial Analyst, Geostatistical Analyst, ArcScan,
ArcGIS Publisher, Maplex, Network Analyst, ArcGIS Schematics, Job Tracking for ArcGIS
(JTX)
.
Ar.GIS server-based software - ArcG1S Server (Advanced, Standard, Basic / Enterprise &
Workgroup)
.
ArcIMS
2010-144
. ArcGIS Server extensions - 3D Analyst, Network Analyst, Spatial Analyst,
Geostatistical, Schematics, Image, and Job Tracking for ArcGIS (JTX)
. ArcGIS Engine Runtime deployments
. ArcGIS Engine Runtime extensions -3D Analyst, Spatial Analyst, Geodatabase
Update, Network Analyst, Arc Schematics and Maplex
Also included in the program are:
. Enterprise Software-ESRI Developer Network - One annual subscriptions to the ESRI
Developer Network (EON) for each year the ELA is in effect
. Bing Maps: A maximum of 50,000 transactions per user, per year for all Desktop GIS software
users (Additional transactions may be purchased via a subscription at then-current commercial
pricing. An unlimited option may also be purchased separately.)
. Virtual Campus (Web Training) - ] 0,000 dollars for standard ESRI -authored courses only
(third-party authored courses not included)
. Instructor-led training- Five percent discount on all commercially available courses at ESRI
facilities
Payment Terms for the ELA follow:
Total Annual Fee
2010
$50 000
2011
$60 000
2012
$70 000
Total
$180 000
All current departments, employees, and contractors of the organization will be eligible to use
The software and services listed above.
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2010-144
The following key business terms and conditions will apply.
.
If your organization wishes to acquire and/or maintain ESRJ software during the term of the
agreement that is not included in this proposal, it may do so separately from this ELA at the ESRI
pricing that is generally available for your organization for software and maintenance.
.
Software and services included in this proposal may only be deployed and used within the United
States.
.
ESRJ technology that may be embedded in third-party products that your organization licensed or
may acquire is not included under this agreement.
.
The organization will establish a single point of contact for orders and deliveries and will be
responsible for redistribution to eligible users.
.
The organization will establish a Tier 1 support center to field calls from internal users of ESRJ
software. The organization may designate up to six individuals who may directly contact ESRJ
for Tier 2 technical support.
.
ESRl will deliver two boxes of media
.
ESRJ will provide up to 10 hardware keys, at no additional charge, upon your request.
.
The organization will provide an annual report of installed ESRJ software to ESRI.
.
ESRJ software updates that you are licensed to use will be shipped automatically as they become
available.
.
The organization will act as an ESRJ reference site and will permit ESRJ to publicize its use of
ESRl software and services.
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The City of San Bernardino will work with an ESRJ Press writer on a Press Release regarding
their commitment to ESRJ GIS technology and the intended use throughout the city .
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The City of San Bernardino will develop and submit a presentation on the Value of GIS
throughout the city at the 2011 Cal GIS conference or the 2011 CARO RUG.
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The organization will receive five complimentary annual registrations to the ESRJ International
User Conference.
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Subject to open records or public disclosure law, the details of this agreement will be confidential
and may not be disclosed by the contracting parties.
.
ESRJ reserves the right to adjust and collect sales and/or use tax at the actual date of invoicing.
.
Licenses are valid for the term of the ELA
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2010-144
To expedite your acceptance of this ELA offer:
i.Sign and return the signature page of the ELA with a Purchase Order of issue a Purchase Order that
references this ELA Quotation and includes the following statement on the face of the Puchase Order
"THIS PURCHASE ORDER IS GOVERNED BY THE TERMS AND CONDITIONS OF THE ESRI
ELA AND ANY DIFFERENT OR ADDITIONAL TERMS AND CONDITIONS IN OR WITH THIS
PURCHASE ORDER SHALL NOT APPLY." And have it signed by an authorized representative of the
organization.
2. On the first page of the ELA, identify the central point of contact/agreement administrator. The
agreement administrator is the party that will be the contact for management of the software,
administration issues, and general operations. lnfonnation should include name, title if applicable,
address, phone number, and e-mail address.
3. In the Purchase Order, identify tbe "Ship to" and "Bill to" infonnation for your organization.
4. Send the Purchase Order and agreement to the address noted below:
ESRI
Attn: Customer Service
380 New York Street
Redlands, CA 92373-8100
Or e-mail service@esri.com or fax documents to 909-307-3083
This proposal is valid for 30 days after the date received by the City of San Bernardino. ESRI and the
City of San Bernardino have a long and rich history working together. I appreciate the opportunity to
present you with this proposal; one that I believe will bring great benefits to your organization.
Thank you very much for your consideration.
Best regards,
Jan Cunningham
4
-o-~,".
ENVIRONMENTAL SYSTEMS RESEARCH INSTITUTE, INC.
ESRI, Inc.
380 New York St
Redlands, CA 92373-8100
Phone: (909) 793-2853 Fax: (909) 307.3025
DUNS Number: 06-313-4175 CAGE Code: OAMS3
To expedite your order, please attach a copy of
this quotation to your purchase order.
Quote is valid from: 02/1112010 To: 08/1012010
2010-144
Quotation # 20361600
Date: February 11, 2010
Customer # 17639 Contract #
CITY OF SAN BERNARDINO
INFORMATION TECHNOLOGY DEPT
300NDST
SAN BERNARDINO, CA 92418
ATTENTION: Ruth Parish
PHONE: (909) 384-5947
FAX: 909-384-7236
Material
110037
110037
110037
Qty
1
1
1
Description
Enterprise Term License Agreement - Year One
Enterprise Term License Agreement - Year Two
Enterprise Term License Agreement - Year Three
Unit Price
50,000.00
60,000.00
70,000.00
Item Total:
Subtotal:
Sales Tax:
Estimated Shipping & Handling(Surface Delivery) :
Contract Pricing Adjust:
Total:
Total
50,000.00
60,000.00
70,000.00
180,000.00
180.000.00
16,200.00
0.00
0.00
$196,200.00
. Please indicate on your purchlSe order ifthi$ purdlase is funded through the American Recovery and Reinvestment Act, and whether ESRI is. Prime Recipient, Sub-recipient, or Vendor for reporting pUfPOses_
Quoted By: Tammy Pike, (909) 793.2853 x3949
Emall: tpike@esri.com
Account Manager: Jan Cunningham
Emeil: jcunningham@esrLcom
Acceptance of this quotation is limited to the ESRI License Agreement and the Quotation Terms and Conditions
This Quotation is made in confidence for your review. It may not be disclosed to third parties, except as required by law.
If sending remittance, please address to: ESRI, File No. 54630, Los Angeles, Ca 90074-4630
PIKET
2010-144
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ENTERPRISE LICENSE AGREEMENT
(E21412/08)
ESRt, 380 New York St., Redlands, CA 92373-8100 USA . TEL 909-793-2853' FAX 909-793-5953
ESRI Contract nnmber 2010ELA901
This Enterprise License Agreement (hereafter "ELA ") is by and between the organization identified in the quotation
("Licensee") and Environmental Systems Research Institute, Inc. ("ESR1"), with offices at 380 New York Street, Redlands,
California 92373-8100. This ELA is effective ("Effective Date") as of the date of receipt of Licensee's Purchase Order citing
this ELA. This ELA grants Licensee certain rights to use specific ESRI Software, Data, Web Services, and Documentation
and provides maintenance over a limited, fixed period oftime from the Effective Date subject to payment of fees and the
terms of this ELA.
This ELA is composed of (i) this signature page, (ii) the ELA Terms and Conditions, (iii) Exhibit I-Scope of Use (E300),
and (iv) the ELA Quotation, which together constitute the sole and entire agreement of the parties as to the subject matter set
forth herein. Licensee agrees that any different or additional terms or conditions in or with any Licensee Purchase Order shall
not apply and the terms of this ELA shall govern.
This ELA supersedes any previous agreements, proposals, presentations, understandings, and arrangements between the
parties relating to such subject matter, which is the licensing of the Enterprise Software. Except as provided in Section 9.1
Future Versions, any modifications or amendments to this ELA must be in writing and signed by an authorized representative
of each party.
Licensee may accept this ELA by signing and returning this ELA with a Purchase Order or by issuing a Purchase Order
signed by Licensee, which shall reference the ELA and shall include the following statement on the face of its Purchase
Order: "THIS PURCHASE ORDER IS GOVERNED BY THE TERMS AND CONDITIONS OF THE ESRI ELA #
2010ELA901, AND ANY DIFFERENT OR ADDITIONAL TERMS AND CONDITIONS IN OR WITH THIS
PURCHASE ORDER SHALL NOT APPLY."
Licensee will return this ELA and its Purchase Order to: Attn.: ESRl Customer Service, Dept., 380 New York Street,
Redlands, CA 92373-8100; e-mail to service@esrLcom;orfaxt0909-307-3083.
ACCEPTED AND AGREED:
Printed Name:
Ai'i'ROVED AS TO FORMs
James F. Penman,
City Attorney
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Title:
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Licensee Contact Information
Contact:
Telephone:
Address:
Fax:
City, State, ZIP:
E-mail:
ELA Quotation Number:
ESRI Contract Number:
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Signat Djgf
Page 1 of 5 0wII .1llIII1
------------~~~~~~-----
Title
Inc. (ESRI)
E214 12/08
ELA TERMS AND CONDITIONS
ARTICLE l-DEFINITIONS
Definitions. The terms used are de1ined as follows:
"Data" means any ESRI or third-party digital delaset(s)
including, but not limited to, geographic vector data
coordinates, raster, reports, or associated tabular attributes
licensed under this ELA.
"Deploy," "Deployed," or "Deploymenr means to
redistribute and install or the redistribution and installation
of the Enterprise Software or its having been redistributed
and installed by licensee on Licensee's hardware.
"Documentation" means all printed and digital materials
including, but not limited to, help files, user reference
documentation, training documentation, or technical
information and briefings.
"ELA Maintenance" means Tier 2 Support, updates, and
patches provided by ESRI to licensee for the Enterprise
Software.
"ELA Fee" means the fee set forth in the ELA Quotation.
"ELA Quotation" means the ELA offer leher and ESRI
quote form.
"Enterprise Software" means the Software, Data, Web
Services, and Documentation identified in the ELA
Quotation as Enterprise Software.
"Incident" means a failure of the Software to operate
according to the Documentation in which such failure
substantially Impacts operational or functional performance.
"License Agreemenr and "ELA" are used interchangeably
and mean the license terms and conditions including
Exhibit 1-Scope of Use (E300) that apply to Enterprise
Software provided to Licensee by ESRI under this
agreement.
"Software" means the actual copy of all or any portion of
ESRI's proprietary software technology, accessed or
downloaded from an authorized ESRI Web site, or
delivered on any media, in any format, including backups,
updates, service packs, patches, hot fIXes, or permitted
merged copies.
"Samples" means sample code, sample applications, add-
ons, or sample extensions of Software, Data,
Documentation, or Web Services.
"Technical Support" means a process to ahempt to resolve
reported Incidents through error correction; patches; hot
fixes; workarounds; replacement deliveries; or any other
type of Software, Data, or Documentation corrections or
modifications.
"Tier 1 Help Desk" means Licensee 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 1 Help Desk as the primary contact to Licensee in
ahempted resolution of reported Incidents.
"Tier 2 Support" means the Technical Support provided by
ESRI to the Tier 1 Help Desk when the Incident cannot be
resolved through Tier 1 Support.
"Web Services" means software services or ESRI or third-
party data provided by ESRI that perform geographic
information system (GIS) functions, tasks, or data services
and are accessed over the Internet, excluding Virtual
Campus.
ARTICLE 2-1NTELLECTUAL PROPERTY RIGHTS AND
RESERVATION OF OWNERSHIP
The Enterprise Software are licensed and not sold. ESRI and its
licensors own the Enterprise Software, which are protected by
United States and applicable international laws, treaties, and
conventions regarding intellectual property and proprietary rights
including trade secrets. Licensee agrees to use reasonable
means to protect the Enterprise Software from unauthorized use,
Page 2 of 5
2010-144
reproduction, distribution, or publication. ESRI and its third-party
licensors reserve all rights not specifically granted in this License
Agreement including the right to change and improve Web
Services.
ARTICLE 3-GRANT OF LICENSE
3.1 Grant of License. Subject to the terms and conditions of this
ELA, ESRI grants to Licensee a limited term, personal,
nonexclusive, nontransferable license solely to
a. Use, copy, and Deploy an unlimited quantity of the
Enterprise Software excluding ESRI Developer Network
(1) for the term identified in this ELA and (2) for Licensee's
own internal use.
b. Deploy one subscription of the ESRI Developer Network
for use by a single named developer for the term of this
ELA.
c. Access and use any secure ESRI Web site resources
made available to Licensee for Licensee's internal use,
provided that Licensee follows ESR1's terms of use policy
specified therein. All password or controlled access
information provided by ESRI shall be treated as ESRI
confidential information.
3.2 Consultant Access. Subject to 3.1, Licensee may provide
access to the Enterprise Software to any consultant or contractor
of Licensee, provided consultants and contractors use is for the
sole benefit of Licensee while (i) working on-site at Licensee's
facilities or (ii) remotely using/accessing Enterprise Software from
Licensee's on-site computers or machines. Licensee shall be
responsible for compliance by consultants or contractors with the
terms and conditions of this ELA. Licensee shall require
consultant or contractor to discontinue use of and access to
Enterprise Software upon completion of work for Licensee.
ARTICLE 4--SCOPE OF USE
4.1 Permitted Uses
a. Licensee may install and store the Software, Data, and
Documentation on electronic storage device(s).
b. Licensee may make one (1) copy of the Software, Data, and
Documentation for archival purposes. licensee may make
routine computer backups.
c. Licensee may customize the Software using any (i) macro or
scripting language, (ii) published application programming
interface (API), or (i1i) source or object code libraries, but only
to the extent that such customlzation is described in the
Documentation.
d. Licensee may use, copy, or prepare derivative works of the
Documentation supplied in digital format and thereafter
reproduce, display, and redistribute the customized
documentation only for Licensee's own intemal use. Portion(s)
of Documentation supplied in digital format merged with other
software and printed or digital documentation are subject to
this ELA. Licensee shall include the following copyright
attribution notice acknowledging the proprietary rights of ESRI
and its licensor(s): "Portions of this document include
intellectual property of ESRI and its licensor(s) and are used
herein under license. Copyright @ [Insert the actual copyright
daters) from the source materials] ESRI and its Iicensor(s). All
rights reserved."
4.2 Uses Not Permitted
a. Except as provided herein, Licensee shall not sell, rent, lease,
sublicense, lend, assign, or time-share the Enterprise
Software. Licensee shall not act as a service bureau or
commercial application service provider (ASP) that allows
third party access to the Enterprise Software. A commercial
ASP means a Licensee who uses Enterprise Software for a
E21412/0B
site or service and operates the site or the service for a profit
or generates revenue by charging for access to the site or
service.
b. Licensee shall not redistribute the Software to unauthorized
third parties, in whole or in part, including, but not limited to,
extensions, components, or DLLs, without the prior written
approval of ESRI.
c. Licensee shall not reverse engineer, decompile, or
disassemble the Enterprise Software, except to the extent that
such activity is expressly permitted by applicable law
notwithstanding this restriction.
d. Except to the extent that applicable law prohibits this
restriction, Licensee shall not make any attempt to circumvent
the technological measure(s) that controls access to, or use
of, the Enterprise Software.
e. Licensee shall not redistribute the Software registration
numberllicense authorization file(s), developer license file(s),
or Web Services access codes to unauthorized third parties
without the prior approval of ESRI.
f. Licensee shall not use the Software or Web Services to
transfer or exchange any material in where such transfer or
exchange is prohibited by intellectual property laws or any
other applicable laws.
g. Licensee shall not remove or obscure any ESRI or its
licensor(s) patent. copyright, trademark, or proprietary rights
notices contained in or affixed to the Enterprise Software.
h. Licensee shall not unbundle individual or component parts of
the Software or Data for independent use.
i. Hard-copy Documentation may not be copied.
j. Licensee shall not use, transfer, redistribute, or Deploy
Enterprise Software outside of the United States.
ARTICLE S-TERM AND TERMINATION AND EXPIRATION
5.1 Term. The term of the ELA shall be three (3) years from the
Effective Date, unless this ELA is terminated earlier as provided
herein. The term of all licenses and the authorized period of use
for all Enterprise Software Deployed shall be concurrent with the
term of this ELA. No indefinite or perpetual term license grants
are provided with this ELA.
5.2 Termination for Lack of Funds. Either party may terminate
this ELA for Lack of Funds. Lack of Funds is the inability of
Licensee to secure appropriation of funds through the legislative
or governing body's approval process for annual payments due.
5.3 Termination for a Material Breach. Either party may
terminate this ELA for a material breach by the other party. The
breaching party shall be given a period of ten (10) days from date
of written notice to cure any material breach.
5.4 No Use Upon expiration or Termination. Upon expiration or
termination of this ELA, all Enterprise Software Deployed shall
terminate. Licensee shall cease access and use of Web Services
and clear Web Services client-side data cache and uninstaU,
remove, and destroy all Deployed Software, Data, and
Documentation and any whole or partial copies, modifications,
media, or merged portions in any form and execute and deliver
evidence of such actions to ESRI. ELA Maintenance, Virtual
Campus access, and User Conference Registrations shall also
terminate.
ARTICLE 6-L1MrrED WARRANTIES AND DISCLAIMERS
6.1 limited Warranties. Except as otherwise provided in this
Article 6, ESRt warrants that (i) the unmodified Software will
substantially conform to the published Documentation and (ii) the
media upon which the Software, Data, and Documentation are
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.
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2010-144
6.2 Data and Web Services Disclaimer. The Data and Web
Services may contain some non conformities, defects, errors, or
omissions. THE DATA AND WEB SERVICES ARE PROVIDED
"AS IS" WITHOUT WARRANTY OF ANY KIND. Without limiting
the generality of the preceding sentence, ESRI and its Iicensor(s)
do not warrant that the Data and Web Services will meet
Licensee's needs or expectations, that the use of the Data and
Web Services will be uninterrupted, or that alt nonconformitles
can or will be corrected. ESRI and its Iicensor(s) are not inviting
reliance on this Data or Web Services, and Licensee should
always verify actual Data or Web Services.
6.3 Special Disclaimer. SAMPLES AND HOT FIXES ARE
DELIVERED "AS IS" WITHOUT WARRANTY OF ANY KIND.
LICENSEE ASSUMES ALL RISK AS TO THE QUALITY AND
PERFORMANCE OF THE SAMPLES AND HOT FIXES.
6.4 Internet Disclaimer. THE PARTIES EXPRESSLY
ACKNOWLEDGE ANO AGREE THAT THE INTERNET IS A
NETWORK OF PRIVATE AND PUBLIC NETWORKS. AND THAT
(i) THE INTERNET IS NOT A SECURE INFRASTRUCTURE.
(ii) THE PARTIES HAVE NO CONTROL OVER THE INTERNET.
AND (Iii) NONE OF THE PARTIES SHALL BE 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 WEB SERVICE.
6.5 General Disclaimer. EXCEPT FOR THE ABOVE EXPRESS
LIMITED WARRANTIES, ESRI DISCLAIMS ALL OTHER
WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED,
INCLUDING. BUT NOT LIMITED TO, THE IMPLIED
WARRANTIES OF MERCHANTABILITY. FITNESS FOR A
PARTICULAR PURPOSE. NONINTERFERENCE. SYSTEM
INTEGRATION. AND NON INFRINGEMENT OF INTELLECTUAL
PROPERTY RIGHTS. ESRI DOES NOT WARRANT AND
DISCLAIMS THAT THE ENTERPRISE SOFTWARE WILL MEET
L1CENSEE'S NEEDS; THAT L1CENSEE'S OPERATION OF THE
SAME WILL BE UNINTERRUPTED. ERROR FREE, FAULT
TOLERANT. FAil-SAFE; OR THAT ALL NONCONFORMITIES
CAN OR WILL BE CORRECTED. SOFTWARE. DATA. WEB
SERVICES. AND DOCUMENTATION ARE NOT DESIGNED.
MANUFACTURED. OR INTENDED FOR USE IN
ENVIRONMENTS OR APPLICATIONS THAT MAY lEAD TO
DEATH, PERSONAL INJURY, OR PHYSICAL PROPERTYI
ENVIRONMENTAL DAMAGE. ANY SUCH USE SHALL BE AT
LICENSEE'S OWN RISK AND COST.
6.6 Exclusive Remedy. Licensee's exclusive remedy and ESRI's
entire liability for breach of the limited warranties set forth in this
Article 6 shall be limited, at ESRI's sole discretion, to
(I) replacement of any defective media; (ii) repair, correction, or a
workaround for the Software subject to the ESRI Support
Services Policy; or (Iii) return of the license fees paid by Licensee
for the Software or Documentation that does not meet ESRI's
limited warranty, provided that Licensee uninstalls, removes, and
destroys all copies of the Software or Documentation and
executes and delivers evidence of such actions to ESRI.
ARTICLE 7-L1MITATION OF LIABILITY
7.1 Disclaimer of Certain Types of Liability. ESRI AND ITS
L1CENSOR(S) SHALL NOT BE 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 FOR ANY INDIRECT. SPECIAL,
INCIDENTAL. OR CONSEQUENTIAL DAMAGES ARISING OUT
OF OR RELATED TO THIS ELA OR USE OF THE ENTERPRISE
SOFTWARE, HOWEVER CAUSED ON ANY THEORY OF
LIABILITY, WHETHER OR NOT ESRI OR ITS L1CENSOR(S)
E21412/06
HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGE. THESE LIMITATIONS SHALL APPLY
NOTWITHSTANDING ANY FAILURE OF ESSENTIAL
PURPOSE OF ANY LIMITED REMEDY. .
7.2 General Limitation of Liability. EXCEPT AS PROVIDED IN
ARTICLE 8-INFRINGEMENT INDEMNITY. ESRI'S TOTAL
CUMULATIVE LIABILITY HEREUNDER, FROM ALL CAUSES
OF ACTION OF ANY KIND. INCLUDING. BUT NOT LIMITED
TO. CONTRACT. TORT (INCLUDING NEGLIGENCE). STRICT
LIABILITY. BREACH OF WARRANTY. MISREPRESENTATION.
OR OTHERWISE. SHALL NOT EXCEED THE AMOUNTS PAID
BY LICENSEE FOR ENTERPRISE SOFTWARE PURSUANT TO
THIS ELA.
7.3 Applicability of Disclaimers and Limitations. The parties
agree that ESRI has set its prices and entered into this ELA in
reliance upon the disclaimers and limitations set forth herein, that
the same reflect an allocation of risk between the parties, and thai
the same form an essential basis of the bargain between the
parties. THESE LIMITATIONS SHALL APPLY
NOTWITHSTANDING ANY FAILURE OF ESSENTiAL
PURPOSE OF ANY LIMITED REMEDY.
ARTICLE 8-lNFRINGEMENT INDEMNITY
8.1 ESRI shall defend, indemnify, and hold harmless Licensee
from and against any loss, liability, cost, or expense, including
reasonable attorneys' fees, which may be incurred by licensee
against any claims, actions, or demands by a third party alleging
that the Software infringes a U.S. patent, copyright, or trademark
provided
8. Licensee promptly notifies ESRI in writing of the claim;
b. Licensee provides documents cleany describing the
allegations of infringement;
c. ESRI has sole control of the defense of any actions and
negotiations related to the defense or settlement of any
claim; and
d. Licensee cooperates fully in the defense of the claim.
8.2 If the Software Is found to infringe a U.S. patent, copyright, or
trademark, ESRI, at its own expense, may either (i) obtain rights
for Licensee to continue using the Software or (ii) modify the
allegedly infringing elements of the Software while maintaining
substantially similar software functionality or data/informational
content. If neither alternative is commercially reasonable, the
infringing items shall be returned to ESRI, the license shall
terminate, and Licensee shall uninstall the infringing items. ESRl's
entire liability shall then be to indemnify Licensee pursuant to
section 8.1 and to refund a portion of the fees paid by Licensee in
the current fee payment period. The refund will be calculated for
the time remaining for the fee payment period, starting from the
notice date of infringement to the end of the fee payment period.
8.3 ESRI shall have no obligation to defend Licensee or to pay
any resulting costs, damages, or attorneys' fees for any claims or
demands alleging direct or contributory infringement of the
Software by (i) the combination of or integration with a product,
process, or system not supplied by ESRI; (ii) material alteration by
anyone other than ESRI or contractors acting on behalf of ESRI;
(iii) use after Licensee has been notified of possible infringement;
or (iv) use after modifications are provided or a return is ordered
by ESRI under section 8.2.
8.4 In no event shall the indemnification set forth in this Article 8
apply to any Samples or hot fixes delivered hereunder.
THE FOREGOING STATES THE ENTIRE OBLIGATiON OF
ESRI AND ITS DISTRIBUTOR WITH RESPECT TO
INFRINGEMENT OR ALLEGATION OF INFRINGEMENT OF
INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY.
Page40f5
2010-144
ARTICLE 9-GENERAL PROVISIONS
9.1 Future Versions. Updated or new Enterprise Software may
require additional or revised terms and conditions. Terms and
conditions subject to revision are limited to Article 1-Definltions,
Article 4-Scope of Use and Exhibit 1-Scope of Use (E300), or
any term as required by law. ESRI may provide notice of the
revisions to Licensee in writing or by posting them on ESRl's Web
site at www.esri.comllegal. The revisions shall be Incorporated
into this ELA upon use of the updated or new Enterprise
Software. Should Licensee reject the revisions, then Licensee
shall not install or use the revised, updated, or new Enterprise
Software.
9.2 Export Control Regulations. Licensee expressly
acknowledges and agrees that licensee shall not export,
reexport, transfer, or release the Enterprise Software, in whole or
in part, to (0 any U.S. embargoed country (or to national or
resident of any U.S. embargoed country); (ii) any person on the
U.S. Treasury Department's list of Speclally Designated
Nationals; (iii) any person or entity on the U.S. Commerce
Department's Table of Denial Orders; or (iv) any person or entity
to where such export, reexport, or provision violates any U.S.
export control laws or regulations including, but not limited to, the
terms of any export license or licensing provision and any
amendments and supplemental additions to U.S. export laws as
they may occur from time to time.
9.3 Taxes and Fees. Sales or use taxes for the fees quoted are
as required by law. The tax amount may change depending on
the time lapse between this quote and date of the invoice. ESRI
will include applicable sales or use taxes on your invoice unless
you provide proof with your order that your organization or use of
the product is tax exempt.
9.4 No Implied Waivers. The failure of either party to enforce any
provision of this ELA shall not be deemed a waiver of the
provisions or of the right of such party thereafter to enforce that or
any other provision.
9.5 Severability. The parties agree that if any provision of this
ELA is held to be unenforceable for any reason, such provision
shall be reformed only to the extent necessary to make the intent
of the language enforceable.
9.6 Successor and Assigns. Licensee shall not assign,
sublicense, or transfer Licensee's rights or delegate its obligations
under this ELA without ESRI's prior written consent, and any
attempt to do so without consent shall be void. This ELA shall be
binding upon the respective successors and assigns of the parties
to this ElA
9.7 Survival of Terms. The provisions of Articles 2, 5, 6, 7, 8,
and 9 of this ELA shall survive the expiration or tennination of this
ELA.
9.8 Equitable Relief. The parties agree that any breach of this
ELA may cause Irreparable damage and that, in the event of such
breach, in addition to any and all remedies at law, a party shall
have the right to seek an injunction, specific perfonnance, or other
equitable relief in any court of competent jurisdiction.
9.9 Governing Law. This ELA shall be governed by and
construed in accordance with the laws of the state in which
Licensee is located without reference to conflict of laws principles,
except that U.S. federal law shalt govern in matters of intellectual
property.
ARTICLE 10-ELA MAINTENANCE
ELA Maintenance for Software provided under this ELA is
included with the ELA Fee. ELA Maintenance includes standard
E21412/08
maintenance benefits specified in the most current applicable
ESRI U.S. Software Maintenance Program document (found at
www.esri.comllegal) as modified by this Article 10-ELA
Maintenance. ELA Maintenance does not include Technical
Support for Web Services.
a. Tier 1 Support Provided by Licensee
(1) Licensee shall provide Tier 1 Support through the
Tier 1 Herp Desk to aU Licensee's authorized users.
(2) The Tier 1 Help Desk shall use analysts fully trained in
the Software they are supporting.
(3) At a minimum, Tier 1 Support shall include those
activities that assist Licensee in resolving how-to and
operational questions as well as questions on
installation and troubleshooting procedures.
(4) Tier 1 Support analysts shall be the initial points of
contact for all questions and Incidents. Tier 1 Support
analysts shall obtain a full description of each reported
Incident and the system configuration from Licensee.
This may include obtaining any customizations, code
samples, or Data involved, if applicable, to the
Incident. Analysts shall also use any other information
and databases they may develop to satisfactorily
resolve Incidents.
(5) If the Tier 1 Help Desk cannot resolve the Incident, an
authorized Tier 1 Help Desk individual may contact
ESRI Technical Support. The Tier 1 Help Desk shall
provide support in such a way as to minimize repeat
calls and make solutions to problems available to
Licensee.
(6) Tier 1 Help Desk individuals identified by Licensee are
the only individuals authorized to contact ESRI directly
for Tier 2 Support. Licensee may revise named
individuals by written notice.
b. Tier 2 Support Provided by ESRI
(1) ESRI shall log calls received from the Tier 1 Help
Desk individuals.
(2) ESRI shall attempt to resolve the Incident by assisting
the Tier 1 Help Desk individuals.
(3) When the Incident 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.
ESRI may, at ESRI's sole discretion, make patches, hot fixes, or
updates available for downloading from ESRI's Web site or
deliver them on media.
ARTICLE 11-0RDERING, ADMINISTRATIVE PROCEDURES,
DELIVERY, AND DEPLOYMENT
11.1 Purchase Orders, Delivery, and Deployment
a. Licensee shall issue a Purchase Order upon execution of the
ELA and annually thereafter in accordance with the payment
schedule. Payment shall be due and payable within thirty (30)
days of the anniversary date of the Effective Date, with the
initial payment due within thirty (30) days of execution of the
ELA.
b. Upon receipt of the initial Purchase Order from Licensee,
ESRI shall deliver two (2) sets of media containing the
Software, Data, and Documentation to Licensee for
Deployment activities. ESRI shall ship the media to the ship-to
address identified on the Purchase Order, FOB Destination,
with shipping charges prepaid. Licensee may purchase
additional media sets at the prices in effect at the time of
purchase.
Page 5 of 5
2010-144
c. ESRI shall provide Licensee with up to ten (10) hardware
keys. Additional hardware keys may be ordered at the prices
in effect at the time of purchase.
d. ESRI shall provide registration numbers or keycodes, as
applicable, to activate the nondestructive copy protection
program that enables the Software to operate.
e. Licensee shall Deproy, install, configure, and track installation
of the Software and Data.
11.2 Purchase Order Requirements
a. All orders pertaining to this ELA shall be processed through
Licensee's centralized point of contact.
b. The following information shall be included in each Purchase
Order:
(1) Licensee name, ESRI customer number, if known, and
bill-to and ship-to addresses
(2) Purchase Order number
(3) Applicable annual payment due
(4) On the face page of its Purchase Order (or ordering
document), Licensee shall insert: 'THIS PURCHASE
ORDER IS GOVERNED BY THE TERMS AND
CONDITIONS OF THE ESRI ELA, AND ANY
DIFFERENT OR ADDITIONAL TERMS AND
CONDITIONS IN OR WITH THIS PURCHASE
ORDER SHALL NOT APPLY."
ARTICLE 12-ENDORSEMENT AND PUBLICITY
This ELA shall not be construed or interpreted as an exclusive
dealings agreement or an endorsement of ESRI by Licensee.
Licensee agrees that upon execution of the ELA, ESRI may
publicize the existence of this ELA with Licensee.
ARTICLE 13-ADMINISTRATIVE REQUIREMENTS
13.1 OEM Licenses. If Licensee obtains Software, Data, Web
Services, or any component thereof as part of an original
equipment manufacturer (OEM) software program or product
developed and licensed by an OEM business partner of ESRI,
Licensee shall not be entitled to or seek any discount from the
OEM business partner or ESRI, directly or indirectly, as a result of
or based on the availability of such Software, Data, or Web
SelVices, as Enterprise Software under this ELA. In addition, such
Software, Data, Web SelVices, or any component thereof
induded in the OEM software program or product will be licensed
through the license agreement provided by the OEM business
partner and not through this ELA.
13.2 Product Obsolescence. During the term of this ELA, some
Enterprise Software items may become obsolete, may no longer
be commercially offered, or may no longer be available for
unlimited quantity Deployment. Licensee may continue to use
such Enterprise Software that has been Deployed for the term of
the ELA, but updates for such obsolete Enterprise Software may
not be available. ESRI's Product Life Cyde Support Policy,
available at hltp:/lsupport.esri.comlindex.cfm?fa=knowledgebase
.productLifeCycles.gateway, defines the support phases and
overall support plans. ELA Maintenance shall be subject to the
Product Life Cyde Support Status, which can be found at
hltp:/Isupport.esri.comlindex.cfm?fa=software.gateway by
selecting the product type, then clicking the Product Life Cycle
link for specific product plans.
13.3 Renewal. Upon expiration of this ELA, the parties will
evaluate Licensee's requirements. Any follow-on ELA will be
offered in accordance with license terms and condition and pricing
then in effect and based upon Licensee's then current population
count.
E21412108
0--
2010-144
EXHIBIT 1
SCOPE OF USE
(E300 7/09)
ESRI, 380 New York St., Redlands, CA 92373-8100 USA . TEL 909-793-2853 . FAX 909-793-5953
The scope of use for the ESRI Software, Data, Web Services, and Documentation identified below is described in the
applicable footnotes identified in parentheses.
Desktop GIS
. ArcReader (20 and 25)
. ArcView (I or 2 and 25 and 44)
. ArcEditor (I or 2 and 25, 26, and 44)
. Arclnfo (2, 25, 26, and 44)
. ArcGlS Desktop Extensions (7)
. ArcView 3.x and Extensions (I, 7, and 17)
Server GIS
. ArcGIS Server and Extensions
- Workgroup (either 3 or 5 and 8, 9, 25, 28, 29,
30,32,38,39,40, and 45)
'Enterprise (either 3, 4, or 5 and 8, 9, 25, 27, 31,
38,39,40, and 45)
- ArcGlS Server Geoportal Extension (either 4 or
5 and 7, 47, and 52)
. Arc1MS
ArclMS and Extensions (either 3, 4, or 5 and 8,
10,and31)
- ArcIMS ArcMap Server (either 3, 4, or 5
and 31)
. Tracking Server (either 4 or 5 and 31)
. ArcGlS Server Image Extension (either 3, 4, or 5
and 8, 31, and 42)
- ArcGlS Server Image Extension Service Editor
(1)
. RouteMAP IMS (either 3, 4, or 5 and 8, 25, and 31)
. ArcGlS Business Analyst Server (5,8,9,21,25,
28, 31, 39, 40, 45, and 48)
Mobile GIS
. ArcPad (1,12,13, and 25)
. ArcPad Application Builder (I and 25)
. ArcG1S Mobile Deployments (1,15,16, and 25)
Developer GIS
. ESRI Developer Network (EDN) Software, Web
Services, and Data (6, 7, 24, 25, 26, 33, 34, 35,
and 36)
. ArcGlS Engine Developer Kit and Extensions
(I and 14, 15,22,25,26, and 43)
. ArcG1S Engine Runtime and Extensions (1, 15, 22,
25, and 26)
. MapObjects-Windows Edition (1,14,15,16,
and 18)
. MapObjects-Java Edition (I, 5, 8, 15, 18, and 19)
. MapObjects LT (1,14, and 16)
. NetEngine (I, 5, and 15)
. NetEngine Internet (5)
. ArcGlS Business Analyst Server Developer (6, 25,
33,35, and 51)
GIS Viewers and Connectors
. MapIt (11, 25, 31, 33, 35, 49, and 50)
. ArcExplorer-Java and Windows Editions
(20 and 25)
. ArcGlS Explorer (20 and 25)
. ArcGlS for AutoCAD (I, 20, and 25)
. Geoportal Clients for ArcGIS (7, 20, and 52)
Business GIS
. ArcGIS Business Analyst (lor 2 and 25, 45,
and 48)
. BusinessMAP (I and 25)
. ArcLogistics (either 1 or 2 and 25)
. ArcLogistics Server (5,8,9,21,25,28,39,40,
and 45)
. ArcLogistics Navigator (1, 25, and 46)
. ArcLogistics Navigator Deployments (1, 15,
and 16)
Cartographic Production
. Maplex (I)
. Production Line Tool Set (PLTS) for ArcGlS, GIS
Data ReViewer, Map Production System-Atlas,
Job Tracking for AtcGlS (JTX) (either 1 or 2), Job
Tracking for ArcG1S Server (either 4 or 5 and 7)
Web Services
. ArcGIS Online (6, 25, 33,34, and 35)
Data
. ESRI Data and Maps (either I or 5 and 23 and 37)
. ESR1 Data (either 1, 2, or 5 and 25 and 48)
Demographic, Consumer Spending, Market
Potential, Retail MarketPlace, Business, Traffic,
Shopping Center, Cable Boundaries, Banking,
and Crime
. Tapestry Segmentation (either 1, 2, or 5 and 21 and
48)
. Address Coder (either 1, 2, or 5 and 21, 22, 25, and
48)
. Sourcebook'America (I and 21)
. ArcGIS Data Appliance (6, 23, 25, and 41)
. StreetMap Premium (either 1,2,4, or 5 and 6, 23,
and 25)
Page 1 of4
E3007/09
2010-144
1. "Single Use License.1I Licensee may permit a single authorized end user to install and use the Software, Data, and
Documentation on a single computer for use by that end user on the computer on which the Software is installed. Remote
access is not permitted. Licensee may permit the single authorized end user to make a second copy for end user's
exclusive use on a portable computer as long as only one (I) copy of the Software, Data, and Documentation is in use at
anyone (1) time.
2. "Concurrent Use License," Licensee may install and use the Software, Data, and Documentation on computer(s) on a
network, but the number of simultaneous users may not exceed the number of licenses acquired.
3. "Development Server License." Licensee may install and use the Software on a single computer to design and build
applications that interface with or utilize server Software as described in the Documentation.
4. "Staging Server License." In addition to the Development Server License rights, Licensee may use and install the
Software for the following purposes: user acceptance testing, performance testing, load testing of other third-party
software, staging new commercial data updates, and training activities.
5. "Deployment Server License." In addition to the Staging Server License rights, Licensee may install and use the
Software or Data to provide services to multiple users on the same or other computer(s).
6. Provided only as a Term License.
7. Extensions to Software programs follow the same scope of use as that granted for the corresponding Software programs.
8. The administration tools for the Software may be copied and redistributed throughout Licensee's organization.
9. User~developed ArcOIS Server administration tools may be copied throughout Licensee's organization, but the
ArcCatalog application (found in ArcGlS Desktop) may not be copied.
10. The Arc1MS license includes the right to deploy MapObjects-Windows Edition applications on the Internet or intranet.
Licensee shall not develop client/server solutions with the ArclMS Java Archive (JAR) files without a license for the
MapObjects-Java Edition Developer Kit.
11. The Software is licensed per server. Tbe licensed server is the server on which the Spatial Data Service is installed.
Licensee may install and use the Software to provide services to multiple users on the same or other computer(s).
12. ArcPad SOFTWARE IS NOT LICENSED FOR NAVIGATIONAL USE.
13. "Dual Use License" means the Software may be installed on a desktop computer and used simultaneously with either a
personal digital assistant (PDA) or handheld mobile computer as long as the Software is only used by a single individual
at anyone (1) time.
14. Developers must include the following attribution with any deployed MapObjects application: "Portions of this computer
program are owned by LizardTech, Inc., and are Copyright iO 1995-2002 LizardTech, Inc., and/or the University of
California. All rights reserved. U.S. Patent No. 5,710,835."
15. Deployment licenses for desktop or Internet application(s) may be subjectto payment of additional license fees.
16. Licensee may deliver applications to its sublicensee(s) provided Licensee uses a written sublicense agreement that
protects ESRl's rights in its Software, Data, Web Services, and Documentation to the same extent as the ESRl License
Agreement including, but not limited to, the following terms:
a. Sublicensee may not reverse engineer, decompile, or disassemble the ESRI Software, Data, Web Services, or
Documentation, except to the extent permitted by applicable law; copy for commercial use; transfer; or assign
its rights under the license grant;
b. Sublicensee may not use any ESRI Software, Data, Web Services, or Documentation, in whole or in part,
separate from Licensee's executable application; and
c. Third-party dependent or required components are redistributable subject to permission from the owner or
author.
17. Licensee may use Business Objects Crystal Reports software only with the ArcView 3.x Software with which it was
acquired and subject to the Crystal Reports License Agreement available on the media. Licensee may not use a software
program or system to cache or queue report requests.
18. The deployment license is per application per computer.
19. The MapObjects-Java Edition contains Java Arcbive files, which indicate they are authentic ESR1-certificated files
when used over the Internet. Licensee shall not use ESRI certification or reference ESRI as a source of trusted content in
any modified MapObjects Java Archive files. Licensee may deploy the unmodified Java class ESRI certified libraries as
an integral part of the Licensee's application(s).
20. Licensee may reproduce and deploy the Software provided all the following occur: (a) The Software is reproduced and
deployed in its entirety; (b) a license agreement accompanies each copy of the Software that protects the Software to the
same extent as the ESRI License Agreement, and the recipient agrees to be bound by the terms and conditions of the
license agreement; (c) all copyright and trademark attributions/notices are reproduced; and (d) there is no charge or fee
attributable to the use of the Software.
Page 2 of 4
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2010-144
21. Licensee shall not withhold any substantial right (e.g., extension of credit) from any individual based solely on the
individual's place of residence, as profiled in the Tapestry Segmentation system.
22. (a) ArcG1S Engine Runtime licenses shall not be used for 1ntemet and Server development and deployment. (b) An end
user must license either ArcGIS Engine Runtime Software or other ArcGIS Desktop Software (ArcView, ArcEditor, or
Arclnfo) to obtain the right to run an ArcGIS Engine application on one (I) computer. (c) The ArcGIS Engine Runtime
extensions shall not be used in combination with ArcGIS Desktop Software to run ArcG1S Engine applications. A single
user can have multiple applications installed on one (I) computer for use only by that end user.
23, Licensee may redistribute the Data as described in the Redistribution Rights Matrix available at htto://www.esri.coml
le[!all, in the Help system, or in supporting metadata files, subject to the specific attribution descriptions and
requirements for the dataset accessed.
24. EDN Software, Web Services, and Data may only be used by one (I) named developer per subscription solely for the
purposes of research, development, testing, and demonstration of a prototype application. EDN Software and Data may
be installed on multiple computers for use by any named EDN developer.
25. Use of included third-party owned data shall be subject to the Use of Data Restrictions found at htto://www.esri.com!
legal/ for the specific Data accessed. The Use of Data Restrictions may be modified by ESR1 from time to time. If a
modification is unacceptable to Licensee, Licensee may cancel a subscription upon written notice to ESRI, or
discontinue use of the Data or Web Services, as applicable. If Licensee continues to use the Data or Web Services,
Licensee will be deemed to have accepted the modification.
26. An ArcSDE Personal Edition geodatabase is restricted to four (4) gigabytes of Licensee data.
27. ArcGIS Server Web ADF Runtime Software may not be deployed independently of Licensee's ArcGIS Server Enterprise
configuration.
28. Limited to ten (10) concurrent end users of non ArcGIS Server applications. This restriction includes use of ArcGIS
Desktop products, ArcGIS Engine products, and third-party applications that connect directly to any ArcG1S Server
geodatabase. There are no limitations on the number of connections from Web applications.
29. Can only be used with SQL Server 2005/2008 Express.
30. Restricted to a maximum total of four (4) gigabytes of Licensee data.
31. Redundant Software installation(s) for failover operations may be implemented during the period the primary site is
nonoperational. The redundant Software installation( s) shall remain dormant, except for system maintenance and
updating of databases, while the primary site or any other redundant site is operational.
32. No redundant Software installation is permitted.
33. ArcG1S Online may only be utilized in conjunction with ArcGlS Desktop, ArcGlS Server (including the Web ADF),
ArcGIS Mobile, ArcGlS Explorer, ArcGIS Business Analyst Server Developer, and ESRI MapIt Software, and the
ArcGIS APIs (including JavaScript™, Adobeilil Flexilil, and Microsoftilil Silverlight'''IWPF™). Licensee's access and use of
ArcGlS Online Standard Services shall be subject to Licensee's consent to the terms and conditions of ESR1 Web Site
Terms of Use Agreement (G-577) found at htto://www.ersi.com/legal/. ArcGlS Desktop Licensees that are current on
maintenance may access and use Microsoft@ Bing MapsTM subject to Licensee's consent to the tenns and conditions of
Bing Maps for ArcGlS Desktop Users Services Agreement (G-600) found at htto://www.esri.com/legal/.
34. Licensee's organization is limited to the number of specified credits, transactions, geography, or number of users as
described in the online product description.
35. Licensed end users shall not share the client-side data cache derived from ArcGIS Online with other licensed end users
or third parties.
36. Licensee may not download or store resulting data or infonnation except for results derived from using ArcWeb Services
Address Manager.
37. Data provided with StreetMap USA may be used for mapping, geocoding, and routing purposes but is not licensed for
dynamic routing purposes. For instance, StreetMap USA may not be used to alert a user about upcoming maneuvers
(such as warning of an upcoming turn) or calculating an alternate route if a turn is missed.
38. The ArcG1S Server 3D extension included with ArcGlS Server Standard and Advanced (Workgroup or Enterprise) may
only be used for generating globe data cache(s) or publishing a globe document as an ArcGlS Globe Service. No other
use of the ArcGIS Server 3D extension Software is permitted with ArcGlS Server Standard. The ArcGIS Server 3D
extension can be used with ArcGlS Server Advanced if the additional license fees for the 3D extension have been paid.
39. Any editing functionality included with ArcGlS Server is not permitted for use with ArcGlS Server Basic (Workgroup or
Enterprise).
40. Geospatial Enterprise JavaBeans (EJB) provided with ArcGIS Server (Workgroup or Enterprise) are permitted for use
only with ArcGlS Server Advanced.
41. Licensee may only use Data from a single state with the Single State version of ArcGIS Data Appliance. This restriction
applies to a large-scale (i.e., scale levels below 1: 1 00,000) street map, transportation layer, boundaries and places layer,
and one (I )-meter or better resolution imagery included in the USA Collection. This restriction does not apply to the
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2010-144
small-scale (i.e., scale levels above 1: 1 00,000) maps provided in the World Collection, which are intended for display at
global and regional scales.
42. Licensee has the right to one (1) desktop deployment of the ArcGlS Server Image extension Service Editor for every
four (4) cores of ArcGlS Server Image extension that is licensed. Additional Service Editor desktop deployments can be
licensed for an additional fee.
43. Licensee may develop an unlimited number of applications on a single computer and deliver the applications to end users
with or without the Engine Runtime Software.
44. For any operating system environment in which Licensee runs instances of the Concurrent Use license management
software, Licensee may run up to the same number of passive failover instances of the Concurrent Use license
management software in a separate operating system environment for temporary faiJover support.
45. Data licensed with ArcGlS Business Analyst and ArcG1S Business Analyst Server are restricted to use with the
respective Business Analyst extension and are not for general use with ArcGlS Desktop or ArcGlS Server Software.
46. Licensee should not follow any route suggestions that appear to be hazardous, unsafe, or illegal. Licensee assumes all
risk of using this navigation Software.
47. Licensee may only use the Software in conjunction with a minimum of ArcGIS Server Standard Enterprise.
48. Licensee may include reports and maps created from the Software or Data in hard-copy or read-only formats for
presentation packages or marketing studies for subsidiaries and customers. The value of the ESRI reports and maps must
be less than twenty percent (20%) of Licensee's total value of the presentation package or marketing study. Full,
complete, stand-alone reports or maps created from the Software or Data and not part of a presentation package or
marketing study cannot be resold, sublicensed, or otherwise transferred without prior, written permission ofESRI.
Licensee's third-party customer may only receive reports and maps generated by Licensee and may only use the maps
and reports received from Licensee for internal purposes. In no case shall Licensee redistribute the Data in digital
formats.
49. ESR1 Maplt Silverlight Web or WPF applications may not be deployed independent of Licensee's Maplt deployment
configuration.
50. Licensee has the right to one (1) desktop deployment of the Spatial Data Assistant for each ESRI Maplt Server License.
51. ArcG1S Business Analyst Server Developer and Data may only be installed on one (1) server per license solely for the
purposes of research, development, testing, and demonstration ofa prototype application.
52. Source code is the intellectual property ofESRI. Licensee's access to and use of any source code file identified as
llSoftware" in a README file or at httn://www.esrLcom/Jel!al/ should be treated as a trade secret for Licensee's own
internal use only and not for further redistribution or access by unlicensed third parties. Licensee shall not modifY the
Software, Documentation, Data, or source code to incorporate, embed, link, or otherwise include any code, libraries, or
data licensed or distributed under an open source licensing or distribution models similar to Free Software Foundation's
GNU's General Public License (GPL) or GPL-compliant licenses, including, without limitation, the Artistic License
(e.g., Perl), the Mozilla Public License, the NetScape Public License, and the Sun Community or Industry Standards
License, that could require a user to make its proprietary source code available to a requesting third party.
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small-scale (Le., scale levels above 1:100,000) maps provided in tbe World Collection, which are intended for display at
global and regional scales.
42. Licensee has the right to one (1) desktop deployment of the ArcGlS Server Image extension Service Editor for every
four (4) cores of ArcGlS Server Image extension that is licensed. Additional Service Editor desktop deployments can be
licensed for an additional fee.
43. Licensee may develop an unlimited number of applications on a single computer and deliver the applications to end users
with or without the Engine Runtime Software.
44. For any operating system environment in which Licensee runs instances of the Concurrent Use license management
software, Licensee may run up to the same number of passive failaver instances of the Concurrent Use license
management software in a separate operating system environment for temporary fail aver support.
45. Data licensed with ArcGIS Business Analyst and ArcGlS Business Analyst Server are restricted to use with the
respective Business Analyst extension and are not for general use with ArcG1S Desktop or ArcGlS Server Software.
46. Licensee should not follow any route suggestions that appear to be hazardous, unsafe, or illegal. Licensee assumes all
risk of using this navigation Software.
47. Licensee may only use the Software in conjunction with a minimum of ArcG1S Server Standard Enterprise.
48. Licensee may include reports and maps created from the Software or Data in hard-copy or read-only fonnats for
presentation packages or marketing studies for subsidiaries and customers. The value of the ESRl reports and maps must
be less than twenty percent (20%) of Licensee's total value oftbe presentation package or marketing study. Full,
complete, stand-alone reports or maps created from the Software or Data and not part of a presentation package or
marketing study cannot be resold, sublicensed, or otherwise transferred without prior, written pennission ofESRI.
Licensee's third-party customer may only receive reports and maps generated by Licensee and may only use the maps
and reports received from Licensee for internal purposes. In no case shall Licensee redistribute the Data in digital
fonnats.
49. ESR1 Maplt Silverlight Web or WPF applications may not be deployed independent of Licensee's Maplt deployment
configuration.
50. Licensee has the right to one (1) desktop deployment of the Spatial Data Assistant for each ESRI Maplt Server License.
5!. ArcGlS Business Analyst Server Developer and Data may only be installed on one (1) server per license solely for the
purposes of research, development, testing, and demonstration of a prototype application.
52. Source code is the intellectual property ofESRI. Licensee's access to and use of any source code file identified as
"Software" in a README file or at httn://www.esri.com/legal!should be treated as a trade secret for Licensee's own
internal use only and not for further redistribution or access by unlicensed third parties. Licensee shall not modify the
Software, Documentation, Data, or source code to incorporate, embed, link, or otherwise include any code, libraries, or
data licensed or distributed under an open source licensing or distribution models similar to Free Software Foundation's
GNU's General Public License (GPL) or GPL-compliant licenses, including, without limitation, the Artistic License
(e.g., Perl), lbe Mozilla Public License, the NetScape Public License, and the Sun Community or Industry Standards
License, that could require a user to make its proprietary source code available to a requesting third party.
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