HomeMy WebLinkAbout05.H- Information Technology 5.H
RESOLUTION (ID#2537) DOC ID: 2537
CITY OF SAN BERNARDINO—REQUEST FOR COUNCIL ACTION
Agreement/Contract Amendment
From: Ruth Parish M/CC Meeting Date: 07/01/2013
Prepared by: Ruth Parish, (909) 384-5947
Dept: Information Technology Ward(s): All
Subject:
Resolution of the Mayor and Common Council of the City of San Bernardino Authorizing the
Execution of a Three Year Agreement and Purchase Order to ESRI for a Three Year ArcGIS
Enterprise License Agreement. (#2537)
Current Business Registration Certificate: No
Financial Impact:
Account Budgeted Amount: $70,000 Account No. 679-250-5172-0000-0059
Account Description: Equipment Maintenance - GIS Program Account
Balance as of: 7/1/2013
Balance after approval of this item: $4525.00
Please note this balance does not indicate available funding. It does not include non-encumbered
reoccurring expenses or expenses incurred,but not yet processed.
Motion: Adopt the Resolution.
Synopsis of Previous Council Action:
June 21, 2010 - Resolution 2010-144 - Authorized the execution and issuance of a purchase
order to ESRI for a three year ArcGIS Enterprise License Agreement.
Background:
GIS is an information system technology with geography at its core foundation. This system
provides technology and methods useful in integrating factors that need to be considered for
decision making. GIS improves the way we work by facilitating better decision making; saving
money, time, and resources; and allowing us to more effectively communicate through geospatial
visualization. The City's GIS for the last 14+ years has been based on Environmental Systems
Research Institute (ESRI) ArcGIS suite of software, which is an integrated collection of GIS
software products that provides a scalable platform (both desktop and web) for spatial analysis,
data management, and mapping. These systems were initially limited to specially trained GIS
professionals; today, with the application of open Internet environments, all employees could
access and work with the City's geospatial information.
For the past three years the City has obtained its GIS software from ESRI through an "Enterprise
License Agreement" (ELA). The ELA provides access to all of the available non-royalty
software of the ArcGIS software suite without additional cost. The ELA allows all employees to
have greatly expanded web access to GIS data developed by the City's GIS staff. It also allows
the City's GIS Staff to install and use all desktop software provided in the ELA without
additional cost, either for purchase or maintenance. Maintenance and purchase costs of GIS
software outside of an ELA would be substantially more expensive. Costs savings are estimated
Updated: 6/19/2013 by Linda Sutherland Packet Pg. 142
5.H
2537
' at a minimum of 15%through the ELA:
ESRI, located in Redlands, California is the developer and vendor of the software and services
specified in the Enterprise License Agreement, and the sole source for said software and
services. These services include telephone support, software and software upgrades, and are
necessary to keep these critical systems running and up to date.
City Attorney Review:
Supporting Documents:
reso 2537 (PDF)
Exhibit a- ESRI-Enterprise License Agreement (PDF)
Sole Source Letter (PDF)
ESRI-ELA-Quote Letter (PDF)
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Updated: 6/19/2013 by Linda Sutherland Packet Pg. 143
1 RESOLUTION NO.
2 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN
BERNARDINO AUTHORIZING THE EXECUTION OF AN AGREEMENT WITH
3 AND THE ISSUANCE OF A PURCHASE ORDER TO ENVIRONMENTAL SYSTEMS
4 RESEARCH INSTITUTE (ESRI) FOR A THREE YEAR ARCGIS ENTERPRISE
LICENSE AGREEMENT.
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BE IT RESOLVED BY THE MAYOR AND COMMON COUNCIL OF THE
6 CITY OF SAN BERNARDINO AS FOLLOWS:
7 SECTION 1: That the City Manager of the City of San Bernardino is hereby authorized
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8 to execute on behalf of said City an Agreement between the City of San Bernardino and ESRI, a E
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9 copy of which is attached hereto as Exhibit"A".
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10 SECTION 2. That the Director of Finance or his/her designee is hereby authorized to
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issue an Annual Purchase Order to ESRI in an amount not to exceed $70,000.00 for Fiscal Year
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2013/2014, $70,000 for Fiscal Year 2014/2015 and $70,000 for Fiscal Year 2015/2016 for an
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ArcGIS Enterprise License Agreement. The Purchase Order shall reference the number of this _y
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Resolution and shall read, "ArcGIS Enterprise License Agreement, FY 2013/2014 not to exceed M
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6 $70,000, FY 2014/2015 not to exceed $70,000 and FY 2015/2016 not to exceed $70,000" and M
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17 shall incorporate the terms and conditions of this Resolution including the attached agreement, a o
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18 copy of which is attached hereto as Exhibit"A".
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19 SECTION 3. This purchase is exempt from the formal contract procedures of Section
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20 3.04.010 of the Municipal Code, pursuant to Section 3.04.010(B)(3) of said Code, "Purchases a
21 approved by the Mayor and Common Council".
22 SECTION 4. The authorization to execute the above-referenced Agreement and issue
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the above-referenced Purchase Order is rescinded if not executed/issued within sixty (60) days
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of the passage of this Resolution.
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I RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN
BERNARDINO AUTHORIZING THE EXECUTION OF AN AGREEMENT WITH
2 AND THE ISSUANCE OF A PURCHASE ORDER TO ENVIRONMENTAL SYSTEMS
RESEARCH INSTITUTE (ESRI) FOR A THREE YEAR ARCGIS ENTERPRISE
3 LICENSE AGREEMENT.
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I HEREBY CERTIFY that the foregoing resolution was duly adopted by the Mayor and
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Common Council of the City of San Bernardino at a meeting thereof, held
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on the day of , 2013, by the following vote,to wit:
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8 Council Members Ayes Nays Abstain Absent
9 MARQUEZ
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18 Georgeann Hanna, City Clerk c
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19 The foregoing resolution is hereby approved this day of , 2013.
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21 Patrick J. Morris, Mayor
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City of San Bernardino
23 Approved as to form:
JAMES F. PENMAN, City Attorney
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25 By:
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Exhibit `A'
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ESRI Enterprise License Agreement
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ENTERPRISE AGREEMENT esn' E 1 G 06/2009)
Esri,380 New York St,Redlands,CA 92373-8100 USA•TEL 909.793-2653•FAX 909-793-5953
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Agreement No.2013ELA901 y
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This Enterprise License Agreement including the documents listed below(collectively,"Agreement"or"ELA")is between Q
City of San Bernardino("City")and Environmental Systems Research Institute,Inc.("Esri"),and is effective as of m
July 22,2013("Effective Date").This Agreement provides for the licensing and deployment of Esri's Enterprise License rn
Software(defined under Article 1),delivery of ELA maintenance,and provision of Esri International User Conference 0
registrations and any additional services as specified herein.Only Term Licenses(defined under Article 1)concurrent with J
the term of this ELA are granted for all Enterprise License Software d
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This Agreement is comprised of the following documents which are incorporated herein by reference:
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I. Enterprise License Agreement signature page(s),E119 w
2. Enterprise License Terms and Conditions,E512GM,including; Cn
• Appendix A,Software and Deployment Schedule (5
Appendix B,Enterprise License Fee Schedule ti
!� Appendix C,City Annual Deployment Report <'>
• Appendix D,ELA Points of Contact
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• Appendix E,Tier I Help Desk Authorized Individuals r,
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3. License Agreement—Agreement No..2013MLA901 0
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i a General License Terms and Conditions,E204
■ Esri Exhibit 1,Scope of Use,E300
Note:Licensee is defined on first page of item 2 above. _
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The parties acknowledge that they have read and understand this Agreement and agree to be bound by the terms and
conditions contained herein. m
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This Agreement 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 ofeach party. —J
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ACCEPTED AND AGREED: L
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ENVIRONMENTAL SYSTEMS c
CITY OF SAN BERNARDINO RESEARCH INSTITUTE,INC. W
(City) (Esri)
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Authorized Signature Authorized Signature 14
Printed Name:
Printed Name: .�
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Title: Title: :.
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Date: Date: E
APPROVED AS TO FORM:
James F, enman, City ^^Attorney Q
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Iresn- ENTERPRISE LICENSE TERMS AND CONDITIONS
Esrl,360 New York St.Redlands,CA 92373-8100 USA-TEL 909-793-2853•FAX 909-793-5953
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ARTICLE 1- DEFINITIONS E
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All definitions in other parts of the ELA will have the same meaning in this Enterprise License Terms and Conditions.In Q
addition,the following definitions apply to the ELA: m
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• 'Deploy,""Deployment,"or"Deployed"means to redistribute,or the redistribution of,the Enterprise License v
Software(and its related keyeodes/registration files),or its having been redistributed,by City,during the term of this —J
ELA for installation and use by Licensee. N
• "ELA Fee"means the fee set forth in Appendix B,ELA Fee Schedule. L
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of "ELA Maintenance"means Tier 2 Support,updates,and patches provided by Esri for Enterprise License Software.
"Enterprise License Software"means the Software(which includes Data,Online Services,and Documentation
provided with the particular item as separately licensed)identified in'fable A-1 and Table A-2 of Appendix A, w
Software and Deployment Schedule.Enterprise License Software does not include unit-priced item(s)or Esri
technology that may be embedded in third-party products purchased by Licensee.
• "Incident"means a failure of the Software to operate according to the Documentation where such failure r`
substantially impacts operational or functional performance.
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■ "License Agreement"means the Esri contract 2013MLA901 comprised of General License Terms and Conditions
(E204)and Exhibit 1,Scope of Use(E300),referenced on the signature page ofthis ELA.
"Licensee"means City of San Bernardino.For avoidance of doubt,the definition of Licensee will not include
consultants or contractors, p
• "Rolled-In Software"means Software of the same type as Enterprise License Software that Licensee acquired for y
use prior to the Effective Date d
• "Technical Support"means a process to attempt to resolve reported Incidents through error correction,patches,hot
fixes,and workarounds;replacement deliveries;or any other type of Software,Data,or Documentation corrections
or modifications specified in the most current applicable Esri US Software Maintenance Program, E
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• "Term License"means licenses provided for use in a limited time period or on a subscription or transaction basis at
• "Tier 1 Help Desk"means City point of contact from which all Tier I Support will be given to Licensee. i
• "Tier 1 Support"means the Technical Support provided by the Tier I Help Desk as the primary contact to Licensee Q
in its attempted resolution of reported Incidents. y
"Tier 2 Support"means the Technical Support provided by Esri to the Tier 1 Help Desk when the Incident cannot be rn
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resolved through Tier 1 Support. a)
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ARTICLE 2--GRANT OF LICENSE y
'L 2.1 Grant of License.All licenses granted pursuant to this Agreement are Term Licenses available for use only during the `y
term of this ELA.Licensee's use of the Enterprise License Software is subject to the License Agreement and any additional c
terms set forth in this Article 2 and in Article 3 below, w
2.2 Beta License.Beta licenses are not available under this ELA as Enterprise License Software.Beta Software,Beta Data, W
and Beta Online Services,if requested and provided,will be licensed separately and individually under the terms ofthe
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 ELA shall apply or be provided/granted.
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2,3 Consultant Access.Section 4.1 f,Consultant Access,of the General License Terms and Conditions—E204 in the License x
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Agreement is modified to add the following restriction:Access to and use of any Enterprise License Software is restricted to
use by consultants and contractors for the sole benefit of Licensee while(i)working on-site at Licensee's facilities;
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(ii)remotely accessing or using Enterprise License Software from Licensee's on-site computers or machines;or(iii)remotely E
accessing or using Enterprise License Software from a third party's computers or machines under contract to Licensee.
Licensee shall require consultant or contractor to discontinue access to and use of Enterprise License Software upon
completion of work for Licensee. Q
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2.4 Term Limited Licenses. Article 3,Grant of License in the General License Terms and Conditions of the License
Agreement is modified such that no perpetual or indefinite license rights are granted to Licensee for any Enterprise License
Software Deployed.Article 5,Term and Termination of the License Agreement is modified to add that the licenses for all
Enterprise License Software Deployed shall terminate upon expiration or termination of the ELA.All Deployments made
under this ELA shall terminate upon the end of the term of this ELA. E
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ARTICLE 3--SCOPE OF USE
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There are additional Permitted Uses,Uses Not Permitted,and Restrictions for City incorporated into this ELA.The Permitted
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Uses and Uses Nat 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:
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3.1 Additional Permitted Uses.The following additional Permitted Uses are hereby granted to City for the Enterprise N
License Software: Q
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For the term of the ELA,City may copy and Deploy the Enterprise License Software up to the quantities of licenses
granted in Appendix A. W
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3.2 Uses Not Permitted.In addition to the restrictions set forth in the License Agreement,the following Uses Not Permitted 0
apply to the Enterprise License Software:
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a. City shall not transfer,redistribute,or Deploy the Enterprise License Software 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. City shall not transfer,redistribute,or assign Enterprise License Software to any third party without prior Esri O
written permission. N
ARTICLE 4—MAINTENANCE
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4.1 ELA Maintenance,ELA Maintenance is included in the ELA Fee.Enterprise License Software will receive ELA d
Maintenance,provided that standard maintenance is available for each item.ELA Maintenance includes benefits specified in d
the most current applicable Esri US Software Maintenance Program document(found at www.esri.comlleaal)as modified by L
this Section 4.1. as
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a. Tier 1 Support Provided by City N
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(1 1) Tier 1 Help Desk will provide Tier 1 Support to all Licensees. J
(2) The Tier I Help Desk will use analysts fully trained in the Software they are supporting. m
(3) At a minimum,Tier 1 Support will include those activities that assist the user in resolving how-to and Q
operational questions as well as questions on installation and troubleshooting procedures. `m
(4) Tier I Support analysts will 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 the Licensee. W
This may include obtaining any customizations,code samples,or data involved in the Incident.The analyst may
also use any other information and databases that may be developed to satisfactorily resolve Incidents. to
(5) If the Tier I Help Desk cannot resolve the Incident,an authorized Tier 1 Help Desk individual may contact Esri W
for Tier 2 Support.The Tier 1 Help Desk shall provide support in such a way as to minimize repeat calls and f°
make solutions to problems available to Licensee.
(6) City may assign up to the quantity of named Tier I Help Desk individuals listed in Appendix B.These
individuals will be identified in Appendix E and are the only individuals(callers)authorized to contact Esri w
directly for Tier 2 Support.
b. Tier 2 Support Provided by Esri E
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(1) Esri shall log the calls received from the Tier I Help Desk individuals. ;a
(2) Esri shall review all information collected by and received from Tier I Help Desk individuals including Q
preliminary documented troubleshooting provided by Tier 1 Help Desk when Tier 2 Support is required.
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(3) Esri may request that Tier I 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. :r
(4) Esri shall attempt to resolve the Incidents submitted by Tier I Help Desk by assisting the Tier I help Desk
individuals and not the Licensees. E
(5) When the Incident is resolved,Esri shall communicate the information to the Tier I Help Desk individuals,and 0)
the Tier 1 Help Desk shall disseminate the resolution to the Licensee. >�
(6) Esri may,at Esri's sole discretion,make patches,hot fixes,or updates available for downloading from Esri's Q
website or,if requested,deliver them on media, N
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4,2 Maintenance for Rolled-In Software.Annual maintenance fees for Rolled-In Software are not included in the ELA Fee, J
and,if ordered,additional fees will apply.
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ARTICLE 5—ORDERING,ADMINISTRATIVE PROCEDURES,DELIVERY,AND DEPLOYMENT REPORT Q-
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5.1 Purchase Orders,Delivery,and Deployment tc
a. City shall issue a purchase order upon execution of the ELA and annually thereafter in accordance with the fee schedule (�
in Appendix B.These fees will be due and payable within thirty(30)days of the anniversary date of the ELA,with the
initial payment due within thirty(30)days of execution of the ELA. t
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b. Upon receipt of the initial purchase order from City,Esri shall authorize City to download Enterprise License Software F4
listed in Appendix A.Delivery of updates/new versions of Enterprise License Software 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,ELA Points of Contact,FOB destination with shipping charges prepaid. p
City may purchase additional backup media sets at the prices in effect at the time of purchase.Delivery or receipt of N
tangible media could cause prior and future license fees to be subject to taxes.City acknowledges that Esri has a right to >
invoice,and City agrees to pay any such sales or use tax associated with receipt of tangible media.
c. Esri shall provide registration/authorization numbers or access codes,as applicable,to activate the nondestructive copy r
protection program that enables the Enterprise License Software to operate or allow access. a=i
d. City shall track the Deployment status of Enterprise License Software. E
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5.2 Purchase Order Requirements
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a_ Any purchase orders issued by City will reference,incorporate,and be subject to the terms and conditions of this ELA.
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No additional,conflicting,or different terms contained in a purchase order or ordering document will be binding.All =
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orders and deliveries pertaining to this ELA will be processed through City's centralized point of contact.
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b, The following information will be included in each purchase order: y
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(1) Esri customer number and the ship-to address as identified in Appendix D. Q.
(2) Purchase order number.
(3) Applicable annual payment due.
(4) On the face of the purchase order,print the following statement: "Governed by and subject to Enterprise License W LY
Agreement No.201.3ELA901." N
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5.3 Annual Report of Deployments.At each anniversary date and ninety(90)days prior to the expiration date of this ELA, ca
City shall provide a written report,as set forth in Appendix C,to Esri detailing all Deployments made.The report will be
subject to audit by an authorized representative of Esri.
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5.4 Esri International User Conference Registration.Esri shall provide Esri International User Conference registrations to W
City annually during the term of this ELA 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 International User E
Conference. E
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ARTICLE 6—POINTS OF CONTACT;NOTICES
6.1 Points of Contact.Each party shall identify points of contact for administrative and technical issues in Appendix D.
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6.2 Notices.Except as set forth in Section 6.1,any notice,report,demand,or other communication will be properly given E
when made in writing in English and sent by courier;registered or certified airmail;or facsimile or other electronic
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transmission,and confirmed by courier or by registered or certified airmail,properly addressed to the appropriate party at the
address set forth above,until changed by notice in writing by either party hereto.If sent by courier or airmail,notice will be W
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effective seven(7)days from the date of deposit with the courier service or post office.If sent by electronic transmission, c
notice will be effective upon receipt,provided confirmation is given as specified herein.Notices will be given at the m
following addresses: 0
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To: Esri To: City N
380 New York Street as listed in Appendix D CL
Redlands,CA 123,,73-8100 m
Attn.:Manager,Contracts and Legal Services
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ARTICLE 7—TERM,TERMINATION,AND EXPIRATION
7.1 Term.The term of the ELA will be for the period listed in Appendix B,commencing on the Effective Date unless this ~
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ELA is terminated earlier as provided herein. un
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7.2 Termination for a Material Breach,Esri may terminate this ELA 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 ELA by o
Esri for a material breach by Licensee,all licenses Deployed will also terminate,and the full amount of unpaid ELA Fees 2
will be due and payable by City within thirty(30)days from the date of termination.Licensees shall uninstall,remove,and d
destroy all Enterprise License Software;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 m
agrees that Licensee is not required to pay a maintenance reinstatement fee for lapsed maintenance for Rolled-In Software if m
Licensee orders maintenance at time of ELA termination.Other items that may be included in this ELA such as EAP,Virtual
Campus annual user license,access codes,Virtual Campus dollar credits,and Esri International User Conference
registrations,will also terminate if this ELA is terminated. Q
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7.3 Reserved. �
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7.4 License Term and Use upon Expiration of ELA Term,Upon expiration of this ELA,the grant of license contained
herein shall terminate.No perpetual or indefinite licenses for any Enterprise License Software Deployed shall be granted at a
any time.
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a.Lapsed Maintenance Fee for Rolled-In Software.Licensee may order maintenance upon expiration of this ELA for w
Rolled-In Software without paying a maintenance reinstatement fee for lapsed maintenance. Licensee shall notify Esri of the
quantity and type of licenses for which Licensee elects to purchase standard maintenance.if Licensee elects not to order N
maintenance Rolled-In Software upon expiration,Licensee must pay back maintenance fees to reinstate maintenance from LLJ
the date of this ELA's expiration.
7.5 Termination for Non-Appropriation of Funds or Lack of Funds,City's obligation to pay the amounts due for
following fiscal years is contingent upon appropriation of funds for this ELA.City or Esri may terminate this ELA in the x
event such funding is not made available("Lack of Funds").If either party terminates for Lack of Funds,it will give the other w
party written notice of termination prior to the ELA anniversary date.In all cases,the effective date of the termination will be =
the last day of that payment period immediately prior to the annual anniversary date for the next payment. E
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Under no circumstances may City deploy additional copies of the Software,Data,or Documentation upon termination of the
ELA for Lack of Funds. Q
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In the event that the ELA is terminated for Lack of Funds the following conditions will apply:
a, Licensee must uninstall,remove,and destroy all Deployed Software,Data,or Documentation and any whole or
partial copies identified in Appendix A,Table A-2,however Licensee(s)may continue to use Roiled-In Software, m
subject to its compliance with the License Agreement; E
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b. No refund will be provided to Licensee for payments made prior to termination.
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Within thirty(30)days of termination of the ELA for Lack of Funds,City will document in writing to Esri the total quantity y
and type(e.g.,Product)Rolled-In Software for which City desires to obtain maintenance,if any.Payment of maintenance
fees for such Rolled-In Software for which City wishes to have maintenance,if any,will be effective from the date of the U
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ELA termination,provided that City allocates appropriate funds.Maintenance reinstatement fees will not be required for J
maintenance on Rolled-In Software that lapsed during the term of the ELA.Other items that may be included in this ELA ui
such as User Conference Registrations will also terminate if this ELA is terminated for Lack of Funds. Q
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ARTICLE S --CONFIDENTIALITY
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8.1 Esri Confidential Information.Certain terms and conditions of this ELA are confidential and proprietary information of
Esri.Except as provided herein,City shall not publish or disclose the ELA(or contents)to any third party without Esri's prior
written consent.Disclosure may be made only to those City employees and advisers of City(e.g,,outside counsel or ti
accountants)who have a need to know to perform their duties and have an obligation of confidentiality.City may only M
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disclose the License Agreement and restrictions contained in the.ELA to a contractor or consultant who has a need to know
such information to perform work on behalf of City.No other portions of the ELA may be disclosed to a contractor or
consultant.To the extent that any such disclosures may be required by law(such as an open/ c
public records request),City shall inform Esri of the requested disclosure,with a reasonable description of the requested o
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disclosure and identification of the requestor,in sufficient time for Esri to assert any objection Esri may have to such >
disclosure with the appropriate administrative orjudicial body. m
ARTICLE 9—RELATIONSHIP OF THE PARTIES c
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The ELA does not constitute a partnership,joint venture,or agency between Esri and City.Neither Esri nor City will hold w
itself out as such,nor shall Esri or City be bound or become liable because of any representation,action,or omission of the 0)
other. a
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ARTICLE 10--FORCE MAJEURE c
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If the performance of any obligation under this ELA is prevented,restricted,or interfered with by reason of fire,flood, J
earthquake,explosion,or other casualty or accident;strikes or labor disputes;inability to procure or obtain delivery of parts,
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supplies,or power;war,threat of or actual terrorist act,cyberattack,or other violence;any law,order,proclamation, a
regulation,ordinance,demand,or requirement of any government agency;or any act or condition whatsoever beyond the a;
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 W
restriction.
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ARTICLE 11—GIS STANDARD
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City shall officially name Esri as its GI standard and act as a reference for other Esri customers and potential customers as °
long as the ELA remains in effect.This ELA will not be construed or interpreted as an exclusive dealings agreement,and x
City reserves the right to purchase from third parties any of their requirements for GIS software,or related services. w
City agrees that Esri may publicize the existence of the ELA. d
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ARTICLE 12—ADlV1IN1STR,4TIVE REQUIREMENTS �
12,1 Esri Partner Original Equipment Manufacturer(OEM)Bundled or Embedded Items/Services.Certain Esri a
partners are authorized to either embed limited portions of Esri technology or bundle Esri products or services with the
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partner's application or service under Esri's OEM or Solution OEM programs.Partner pricing and product bundling is
independent of this ELA,and each partner markets under its own business model and pricing, 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 upon the
availability of such Products as Enterprise License Software under this ELA.Licensee shall not be entitled to or seek to aa)
decouple Est-i's technology or products/services from the partner's bundle or solution.In addition,such Products,or any E
component thereof included in the OEM. program or product,will be licensed through the license agreement
provided by the OEM business partner and not through this ELA. s�
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12.2 Enterprise License Software--Limited Quantity or Unit-Priced Items,Esri reserves the right to exclude new ar
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Software products from unlimited Deployment,New Software 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 J
fee or prohibits Deployment under a site or enterprise license.Such items can be made available to City on a limited quantity N
basis or as unit-priced items. �L
12.3 Obsolescence.During the term of this Agreement,some of the items listed in Appendix A may become obsolete or will
no longer be commercially offered or may no longer be available for Deployment,Licensee may continue to use Enterprise W
License Software that has been Deployed,but support and upgrades for older items may riot be available.ELA Maintenance rn
and maintenance and availability of Enterprise License Software identified in Appendix A will be subject to each item's C7
Product Life Cycle Support Status,which can be found at htto:/.!resources,arcais.comicontent/product-life-cycles•by selecting
the product a and clicking the Product Life r`
p type g Cycle link for specific product plans,F.sri's Product Life Cycle Support Policy, Cl)
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available at hD,//hel p-arcpis.com/en/shared/product-life-evele/ProdurctLifeCyele t) covers the support phases and overall
support plans.
ARTICLE 13—GENERAL PROVISIONS o
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13.1 The General Provisions and Limitations of Liability of the License Agreement will apply to the entire ELA.If there is a ayi
conflict among any of the other terms and conditions in the various documents,the order of descending precedence will be as
follows:(1)EI 19 Signature Page,(2)E512M ELA Terms and Conditions,(3)E300 Scope of Use,and(4)E204 General
License Terms and Conditions.Except as otherwise expressly provided herein,any amendment or Addendum to this ELA m
must be in writing and signed by an authorized representative of each party. E
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13.2 Survival of Certain ELA Clauses.The provisions of Section 74 and Article 9 of this Enterprise License Terms and
Conditions document(E512GM)will survive the expiration or termination of this ELA, Q
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APPENDIX A
SOFTWARE AND DEPLOYMENT SCHEDULE
City may Deploy the Enterprise License Software up to the total quantity of licenses indicated below to Licensees during the
term of this ELA.
Table A-1 E
Enterprise License Software—Unlimited Quantities
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Total Qty,/Seats Q
Product to Be Deployed m
N
Aregis For Desktop Products–Advanced(Arclnfo),Standard(ArcEditor),Basic(ArcView) Unlimited a)
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(Single and Concurrent Use) �
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AreGIS for Desktop Extensions–ArcG1S 3D Analyst,ArcGIS Spatial Analyst,AreGIS Unlimited rn
Geostatistical Analyst,ArcGIS Publisher, ArcG1S Network Analyst,ArcGIS Schematics,ArcGIS CL
Workflow Manager and ArcGIS Data Reviewer.(Single and Concurrent Use) t;
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AreGIS for Server Products–ArcGIS for Server Enterprise or Workgroup(Advanced,Standard UnIimited
and Basic)
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ArcGIS for Server Extensions–AreGIS 3D Analyst,AreGIS Spatial Analyst,ArcGIS Y
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p Y Unlimited
Geostatistic:al Analyst,ArcG1S Network Analyst,ArcGIS Schematics,ArcGIS Workflow Manager,
ArcGIS Image(Single and Concurrent Use
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ArcGIS Engine Unlimited 0
0
ArcGIS Engine Extensions–ArcGIS 3D Analyst,ArcGIS Spatial Analyst,ArcGIS Geodatabase Unlimited
_U pdate,AreGIS Network Analyst,AreGIS Schematics(Single and Concurrent Use E
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ArcGIS Runtime Extensions–ArcGIS 3D Analyst,ArcGIS Spatial Analyst, ArcGIS Network Unlimited C
Analyst(Single Use) a)
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Mapping and Charting Solutions–Esri Production Mapping(Single Use and Concurrent Use) Unlimited N
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Table A-2
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Enterprise License Software Limited uantities w
Rolled-In Qty. Qty./Seats
Product (if applicable) to Be Deployed Total Cl)
Esri Developer Network(EON)–annual ,
subscriptions to the ESRI Developer Network N/A 1 I
Esri CityEngine Advanced–(Single or Concurrent 0 1 1
Use)t
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F Number of Named Users per Annual Credits per =
Product Subscriptions Subscription Subscription E
ArcGIS Online Subscription-Level 2 Organization
Plan 1 50 10,000 U
Licensee can procure additional ArcGIS Online account subscriptions during the tern of the Agreement.At the time of Q
purchase,Licensee will transfer or procure new credits for additional ArcGIS Online accounts.
E512GM Page 7 of I 1 02/21/2013
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APPENDIX B
ELA FEE SCHEDULE
The ELA Fee is$210,000.The ELA Fee is in consideration of the Enterprise License Software,ELA,Maintenance,and Esri
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International User Conference registrations. E
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Year 1 Year 2 Year 3 ELA Fee
2013 2014 2015 y
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Payments $70,000 $70,000 $70,000 $210,000
Number of Esri International User
Conference Registrations per Year 4 4 4 J
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Number of Tier 1 Help Desk N
Individuals 4 4 4 Q
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Number of Sets of Backup Media,if 5 5
Requested 5 W
--J Support Incidents for Esri Developer T
Network per year One 10-Pack One I0-Pack One 10-Pack 0
Term of ELA pursuant to Section 7.1 Three(3)years from Effective Date ~
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Esri products not included in this Agreement may be purchased from Esri's commercial list price subject to the terms found in o
Esri contract 2013NILA901. •y
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ELA POINTS Of Ca.NTA:CT
EifherliartYnIaYchangeitSPOintof contact by written notice to tine otherparty.
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.Fast: 909-792-0960
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Ruth Parish
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909-384-7236 >
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4. All delhrerables to City 1AM be shipped to the address listed below aci
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city Office: Information Technology Department �
Marne: Ruth Parish
Amass- City of San Bernardino Q
300 North D St
San Bernardino,CA 92418 c
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5. All notices to C 11y uja be mailed to the address listed belaxx;
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CityOfdce: Information Technology Department
Nye: Ruth Parish
.Address: City of San Bernardino 3
300 North D St w
San Bernardino,CA 92418
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APPENDIX
TIER I SEU D£SK AUMOFJUD 114"I?TS7jDL7.ALS
Below are named Tier I Help Desk individuals authorized to seek Tier 2 Support from Emi Substitutes/Changes to Tier I
Help Desk autbosized individuals may be made by written notice to Esri. E
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1. Vame: Ruth Parish 3_ :Name. Matt Torrence ay
Address: IT Department Address: IT Department Q
City of San Bernardino m
City of San Bernardino N
Phone: 300 North D Street Phone: 300 North D Street
Fax: San Bernardino,CA 92418 Fax: San Bernardino,CA 92418
E-mail-* 909-384-5947
F--Mail' 909-384-5947 m
909-384-7236 909-384-7236 L
Parish RuOSBcity,.ore Torrence MaIgmsscity.org
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Aftess.- San Bernardino Municipal Water Department $, IT Department
300 North D Street City of San Bernardino
PlaonB_ San Bernardino,CA 92418 300 North D Street
909-384-7229 r`-
Fax
909-3845532 Fay: San Bernardino,CA 92418
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909-384-7236
Suarez—Ja@SBC!ty.org
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wesn- LICENSE AGREEMENT
(E204 04/26/2013)
Esd,380 New York St.,Redlands,CA 92373-8100 USA•TEL 909-793-2853•FAX 909-793-5953 },
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2013MLA901
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This License Agreement is between City of San Bernardino("Licensee")and Environmental Systems Research N
Institute,Inc.("Esri"),a California corporation with a place of business at 380 New York Street,Redlands,California
923'13-8100 USA. �
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GENERAL LICENSE TERMS AND CONDITIONS vi
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ARTICLE 1—DEFINITIONS
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Definitions.The terms used are defined as follows: W
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a. "Authorization Code(s)"means any key,authorization number,enablement code,login credential,activation code,
token,account user name and password,or other mechanism required for use of a Product. ti
b. 'Beta"means any alpha,beta,or prerelease Product, to
c. "Commercial Application Service Provider Use"or"Commercial ASP Use"means generating revenue by providing
access to Software or Online Services through a Value-Added Application,for example,by charging a subscription
fee,service fee,or any other form of transaction fee or by generating more than incidental advertising revenue.
d, "Content"has the meaning provided in Addendum 3. o
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e. "Data"means any Esri or third-party digital dataset(s)including,but not limited to,geographic vector data,raster
data reports,or associated tabular attributes,whether bundled with Software and Online Services or delivered
independently, .�
f. "Deployment License"means a license that allows Licensee to sublicense select Software and associated �
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Authorization Codes to third parties. E
g. "Documentation"means all user reference documentation that is delivered with the Software. aa)
h. "Online Services"means any Internet-based geospatial system,including applications and associated APIs,but Q
excluding Data or Content,hosted by Esri or its licensors,for storing,managing,publishing,and using maps,data, m
and other information. rn
i. "Ordering Document(s)"means a sales quotation,purchase order,or other document identifying the Products that d
Licensee orders,
j. "Perpetual License"means a license to use a version of a Product for which applicable license fees have been paid, y
indefinitely,unless terminated by Esri or Licensee as authorized under this Agreement. N
k. "Product(s)"means Software,Data,Online Services,and Documentation licensed under the terms of this License
Agreement. m
1. "Sample(s)"means sample code,sample applications,add-ons,or sample extensions of Products.
W
m. "Service Credit(s)"means a unit of exchange that is allocated with an Online Services subscription in an amount
It
specified in the Ordering Document,Each Service Credit entities Licensee to consume a set amount of Online to
Services,the amount varying depending on the Online Services being consumed.As Online Services are consumed, W
Service Credits are automatically debited from Licensee's account,up to the maximum number of Service Credits
available.Additional Service Credits can be purchased as described in Addendum 3(also available at
http://www.esri.com/laal).
n. "Software"means all or any portion of Esri's proprietary software technology,excluding Data,accessed or x
downloaded from an Esri-authorized website or delivered on any media in any format including backups,updates, W
service packs,patches,hot fixes,or permitted merged copies.
o. "'Perm License"means a license or access provided for use of a Product for a limited time period("Term")or on a
subscription or transaction basis, E
p. "Value-Added Application"means an application developed by Licensee for use in conjunction with the authorized era
use of any Software,Data,or Online Services. Q
E204
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S7
ARTICLE 2—INTELLECTUAL PROPERTY RIGHTS AND RESERVATION OF OWNERSHIP
Products are licensed,not sold.Esri and its licensors own Products and all copies,which are protected by United States and
applicable intemationaI laws,treaties,and conventions regarding intellectual property and proprietary rights including trade d
secrets.Licensee agrees to use reasonable means to protect Products from unauthorized use,reproduction,distribution,or m
publication.Esri and its third-party licensors reserve all rights not specifically granted in this License Agreement including 4)
the right to change and improve Products.
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ARTICLE 3—GRANT OF LICENSE c
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3.1 Grant of License.Esri grants to Licensee a personal,nonexclusive,nontransferable license solely to use the Products as a
set forth in the applicable Ordering Documents(i)for which the applicable license fees have been paid;(ii)in accordance 4)
with this License Agreement and the configuration ordered by Licensee or as authorized by Esri or its authorized distributor; L
and(iii)for the applicable Term or,if no'Term is applicable or identified,until terminated in accordance with Article 5.In L'
addition to the Scope of Use in Article 4,Exhibit!—Scope of Use(E300)applies to specific Products.Addendum t, c
Addendum 2,Addendum 3,and Addendum 4 collectively comprise Exhibit 1—Scope of Use(E300)and are also available at W
http;/Iwww,esri.comllegat/sofware-license.Addendums only apply to Products specifically identified within an Addendum. N
Exhibit I—Scope of Use(E300)includes Addendurns for the following Product types,which are incorporated by reference:.
r.
a. Software. Terms of use for specific Software products are set forth in Addendum 1. M
b. Data.Data terms of use are set forth in Addendum 2. F4
c. Online Services.Terms of use for Online Services are set forth in Addendum 3.
d. Limited Use Programs.Terms of use for noncommercial,nonprofit,educational,or other limited-use programs are =
set forth in Addendum 4. O
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3.2 Evaluation and Beta Licenses.Products acquired under an evaluation license or under a Beta program are intended for
evaluation and testing purposes only and not for commercial use.Any such use is at Licensee's own risk,and the Products do
not qualify for Esri or distributor maintenance.
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ARTICLE 4—SCOPE OF USE E
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4.1 Permitted Uses
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a. For Products delivered to Licensee,Licensee may
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I. Install and store Products on electronic storage device(s);
2, Make archival copies and routine computer backups; N
3. Install and use a newer version of Software concurrently with the version to be replaced during a reasonable Q
transition period not to exceed six(6)months,provided that the deployment of either version does not exceed
Licensee's licensed quantity;thereafter,Licensee shall not use more Software in the aggregate than Licensee's
total licensed quantity; W
4. Move the Software in the licensed configuration to a replacement computer;and
5. Distribute to third parties Software and any associated Authorization Codes required for use of a Deployment rn
License. W
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b. Commercial Application Service Provider Use.Licensee may use the Product for Commercial ASP Use provided that
Licensee(i)acquires a Commercial ASP Use license,or(ii)is a governmental or not-for-profit organization that operates s
a website or offers an Internet service on a cost recovery basis and not for profit, r j
c. Licensee may customize Software using any(i)macro or scripting language,(ii)published application programming
interface(API),or(iii)source or object code libraries,but only to the extent that such customization is described in a)
Documentation. E
d. Licensee may use,copy,or prepare derivative works of Documentation supplied in digital format and thereafter
reproduce,display,and distribute the customized documentation only for Licensee's own internal use.Portions of t°
Documentation supplied in digital format merged with other software and printed or digital documentation are subject to Q
this License Agreement.Licensee shall include the following copyright attribution notice acknowledging the proprietary
E204 Page agc 2 o ,f, 04/2.6/2013
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rights of Esri and its licensors:"Portions of this document include intellectual property of Esri and its licensors and are
used herein under license.Copyright 0[Licensee will insert the actual copyright date(s)from the source materials]Esri
and its licensors.All rights reserved." r
e. Font Components.All fonts provided with a Product may be used with the authorized use of any Products.Esri fonts
may also be separately used to print any output created by Products.Additional use restrictions for third-party fonts E
included with a Product are set forth in the font file itself. L
f Consultant or ContractorAeeess. Subject to Section 3.1,Esri grants Licensee the right to permit Licensee's consultants Q
or contractors to use the Products exclusively for Licensee's benefit.Licensee shall be solely responsible for compliance d
by consultants and contractors with this License Agreement and shall ensure that the consultant or contractor
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discontinues Product use upon completion of work for Licensee,Access to or use of Products by consultants or m
contractors not exclusively for Licensee's benefit is prohibited. J
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4.2 Uses Not Permitted.Except to the extent that applicable law prohibits or overrides these restrictions,or as provided L
herein,Licensee shall not ?
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a. Sell,rent,lease,sublicense,lend,time-share,assign,or use Products for Commercial ASP Use or service bureau W J
purposes; Cn
b. Provide third parties with direct access to Products so that the,third parties may use the Product directly,develop (�
their own GIS applications,or create their own solutions in conjunction with the Product;
c. Distribute Software,Data,or Online Services to third parties,in whole or in part,including,but not limited to, M
extensions,components,or DLLs; 'O
d. Distribute Authorization Codes to third parties;
e. Reverse engineer,decompile,or disassemble Products; t=
f. Make any attempt to circumvent the technological measure(s)that controls access to or use of Products; 0
0
g. Store,cache,use,upload,distribute,or sublicense Content or otherwise use Products in.violation of Est-i's or a third 0
party's rights,including intellectual property rights,privacy rights,nondiscrimination laws,or any other applicable
law or government regulation;
h. Remove or obscure any Esri(or its licensors')patent,copyright,trademark,proprietary rights notices,and/or legends
contained in or affixed to any Product,Product output,metadata file,or online and/or hard-copy attribution page of d
any Data or Documentation delivered hereunder; E
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i, Unbundle or independently use individual or component parts of Software,Online Services,or Data; ;v
j. Incorporate any portion of the Product into a product or service that competes with any Product;
K, Publish or in any other way communicate the results of benchmark tests run on Beta without the prior written d
permission of Esri and its licensors;or
1. Use,incorporate,modify,distribute,provide access to,or combine any computer code provided with any Product in 0)
a manner that would subject such code or any part of the Product to open source license terms,which includes any J
license terms that require computer code to be(i)disclosed in source code form to third parties,(ii)licensed to third
parties for the purpose of making derivative works,or(iii)redistributable to third parties at no charge. L
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ARTICLE 5--TERM AND TERMINATION d
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This License Agreement is effective upon acceptance.Licensee may terminate this License Agreement or any Product license W
at any time upon written notice to Esri.Either party may terminate this License Agreement or any license for a material
breach that is not cured within ten(10)days of written notice to the breaching party,except that termination is immediate for w
a material breach that is impossible to cure.Upon termination of the License Agreement,all licenses granted hereunder
terminate as well.Upon termination of a license or the License Agreement,Licensee will(i)stop accessing and using
affected Product(s);(ii)clear any client-side data cache derived from Online Services;and(iii)uninstall,remove,and destroy
all copies of affected Product(s)in Licensee's possession or control,including any modified or merged portions thereof,in x
any form,and execute and deliver evidence of such actions to Esri or its authorized distributor. W
ARTICLE 6--LIMITED WARRANTIES AND DISCLAIMERS
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6.1 Limited Warranties.Except as otherwise provided in this Article 6,Esri warrants for a period of ninety(90)days from 0
the date Esri issues the Authorization Code enabling use of Software and Online Services that(i)the unmodified Software w
and Online Services will substantially conform to the published Documentation under normal use and service and(ii)media a
on which Software is provided will be free from defects in materials and workmanship.
E204 Page 3 of 7 ()4/262013
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6.2 Special Disclaimer.CONTENT,DATA.SAMPLES,HOT FIXES,PATCHES,UPDATES,ONLINE SERVICES
PROVIDED ON A NO-FEE BASIS,AND EVALUATION AND BETA SOFTWARE ARE DELIVERED"AS IS"
WITHOUT WARRANTY OF ANY KIND. m
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6.3 Internet Disclaimer.THE PARTIES EXPRESSLY ACKNOWLEDGE AND AGREE THAT THE INTERNET IS A d
NETWORK OF PRIVATE AND PUBLIC NETWORKS AND THAT(i)TI-IE INTERNET IS NOT A SECURE
INFRASTRUCTURE,(ii)THE PARTIES HAVE NO CONTROL OVER THE INTERNET,AND(iii)NONE OF THE d
PARTIES SHALL BE LIABLE FOR DAMAGES UNDER ANY THEORY OF LAW RELATED TO THE N
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PERFORMANCE OR DISCONTINUANCE OF OPERATION OF ANY PORTION OF THE INTERNET OR POSSIBLE
REGULATION OF THE INTERNET THAT MIGHT RESTRICT OR PROHIBIT THE OPERATION OF ONLINE
SERVICES. y
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6.4 General Disclaimer.EXCEPT FOR THE ABOVE EXPRESS LIMITED WARRANTIES,ESRI DISCLAIMS ALL Q-
OTHER WARRANTIES OR CONDITIONS OF ANY KIND,WHETHER EXPRESS OR IMPLIED,INCLUDING,BUT »%
NOT LIMITED TO,WARRANTIES OR CONDITION'S OF MERCHANTABILITY AND FITNESS FOR A t j
PARTICULAR PURPOSE,SYSTEM INTEGRATION,AND NONINFRINGEMENT OF INTELLECTUAL PROPERTY to
RIGHTS.ESRI DOES NOT WARRANT THAT PRODUCTS WILL MEET LICENSEE'S NEEDS;THAT LICENSEE'S C9
OPERATION OF THE SAME WILL BE UNINTERRUPTED,ERROR FREE,FAULT-TOLERANT,OR FAIL-SAFE;OR ti
THAT ALL NONCONFORMITIES CAN OR WILL BE CORRECTED.PRODUCTS ARE NOT DESIGNED, �
MANUFACTURED,OR INTENDED FOR USE IN ENVIRONMENTS OR APPLICATIONS THAT MAY LEAD TO
DEATH,PERSONAL INJURY,OR PHYSICAL PROPERTY/ENVIRONMENTAL DAMAGE.LICENSEE SHOULD
NOT FOLLOW ANY ROUTE SUGGESTIONS THAT APPEAR TO BE HAZARDOUS,UNSAFE,OR ILLEGAL.ANY =
SUCH USES SHALL BE AT LICENSEE'S OWN RISK AND COST. o
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6.5 Exclusive Remedy.Licensee's exclusive remedy and Esri's entire liability for breach of die limited warranties set forth in y
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 Software or Online Services subject to the Esri Maintenance Program or Licensee's authorized distributor's
maintenance program,as applicable;or(iii)return of the license fees paid by Licensee for Software or Online Services that m
do not meet Esri's limited warranty,provided that Licensee uninstalls,removes,and destroys all copies of Software or a0i
Documentation;ceases using Online Services;and executes and delivers evidence of such actions to Esri or its authorized d
distributor. C
ARTICLE 7--LIMITATION OF LIABILITY v°)i
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7.1 Disclaimer of Certain Types of Liability.ESRI,ITS AUTHORIZED DISTRIBUTOR,AND ITS LICENSORS SHALL
NOT BE LIABLE TO LICENSEE FOR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES;LOST y
PROFITS,LOST SALES,OR BUSINESS EXPENDITURES;INVESTMENTS;BUSINESS COMMITMENTS;LOSS OF N
ANY GOODWILL;OR ANY INDIRECT,SPECIAL,INCIDENTAL,OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THIS LICENSE AGREEMENT OR USE OF PRODUCTS,HOWEVER CAUSED ON ANY a?
THEORY OF LIABILITY,WHETHER OR NOT ESRI,ITS AUTHORIZED DISTRIBUTOR,OR ITS LICENSORS
W
HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.THESE LIMITATIONS SHALL APPLY
NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
W
7.2 General Limitation of Liability.EXCEPT AS PROVIDED IN ARTICLE 8—INFRINGEMENT INDEMNITY,THE
TOTAL CUMULATIVE LIABILITY OF ESRI AND ITS AUTHORIZED DISTRIBUTOR 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, s
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SHALL NOT EXCEED THE AMOUNTS PAID BY LICENSEE FOR THE PRODUCTS THAT GIVE RISE TO THE W
CAUSE OF ACTION.
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7.3 Applicability of Disclaimers and Limitations.Licensee agrees that the limitations of liability and disclaimers set forth E
in this License Agreement will apply regardless of whether Licensee has accepted Products or any other product or service 0
delivered by Esri or its authorized distributor.The parties agree that Esri or its authorized distributor has set its fees and w
entered into this License Agreement in reliance on the disclaimers and limitations set forth herein,that the same reflect an Q
allocation of risk between the parties,and that the same form an essential basis of the bargain between the parties.THESE
E204 Page 4 of 7 04/26/2013
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LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED
REMEDY.
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THE FOREGOING WARRANTIES,LIMITATIONS,AND EXCLUSIONS MAY NOT BE VALID IN SOME
JURISDICTIONS AND APPLY ONLY TO THE EXTENT PERMITTED BY APPLICABLE LAW IN LICENSEE'S E
JURISDICTION.LICENSEE MAY HAVE ADDI'T`IONAL RIGHTS UNDER LAW THAT MAY NOT BE WAIVED OR L
DISCLAIMED.ESRI DOES NOT SEEK TO LIMIT LICENSEE'S WARRANTY OR REMEDIES TO ANY EXTENT
NOT PERMITTED BY LAW. Q
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ARTICLE 8—INFRINGEMENT INDEMNITY
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8.1 Esri shall defend,indemnify,and hold Licensee harmless from and against any loss,liability,cost,or expense,including N
reasonable attorneys'fees,that Licensee incurs as a result of any claims,actions,or demands by a third party alleging that L
Licensee's licensed use of Software or Online Services infringe a US patent,copyright,or trademark,provided Q'
a. Licensee promptly notifies Esri in writing of the claim; t j
b. Licensee provides documents describing the allegations of infringement; N_
c. Esri has sole control of the defense of any action and negotiation related to the defense or settlement of any claim;
and
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d- Licensee reasonably cooperates in the defense of the claim at Esri's request and expense. �^'>
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8.21f Software or Online Services are found to infringe a US patent,copyright,or trademark,Esri,at its own expense,may
either(i)obtain rights for Licensee to continue using the Software or Online Services or(ii)modify the allegedly infringing
elements of Software or Online Services while maintaining substantially similar functionality,If neither alternative is Q
commercially reasonable,the license shall terminate,and Licensee shall cease accessing infringing Online Services and shall 'a
uninstall and return to Esri or its authorized distributor any infringing item(s).Esri's entire liability shall then be to indemnify
Licensee pursuant to Section 8.1 and(i)refund the Perpetual License fees paid by Licensee to Esri or its authorized
distributor for the infringing items,prorated on a five(5)-year,straight-line depreciation basis beginning from the initial date
of delivery,and(ii)for Term Licenses and maintenance,refund the unused portion of the fees paid. d
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8.3 Esri shall have no obligation to defend Licensee or to pay any resultant costs,damages,or attorneys'fees for any claims L
or demands alleging direct or contributory infringement to the extent arising out of(i)the combination or integration of Q
Software or Online Services with a product,process,or system not supplied by Esri or specified by Esri in its m
Documentation;(ii)material alteration of Software or Online Services by anyone other than Esri or its subcontractors;or c
(iii)use of Software or Online Services after modifications have been provided by Esri for avoiding infringement or use after 0
a return is ordered by Esri under Section 8.2.
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8.4 THE FOREGOING STATES THE ENTIRE OBLIGATION OF ESRI AND ITS AUTHORIZED DISTRIBUTOR WITH N
RESPECT TO INFRINGEMENT OR.ALLEGATION OF INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS a
OF ANY THIRD PARTY. ?�
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ARTICLE 9—GENERAL PROVISIONS
9.1 Future Updates.Use of Products licensed under this License Agreement is covered by the terms and conditions W
contained herein.New or updated Products may require additional or revised terms of use under the then-current Esri License
Agreement.Esri will make new or revised terms of use available at httu,//www.esri.com/legal/software-license or provide
notice of new or revised terms to Licensee. s
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91 Export Control Regulations.Licensee expressly acknowledges and agrees that Licensee shall not export,reexport, .;.o
import,transfer,or release Products,in whole or in part,to(i)any US embargoed country;(ii)any person on the US Treasury
Department's list of Specially Designated Nationals;(iii)any person or entity on the US Commerce Department's Denied E
Persons List,Entity List,or Unverified List;or(iv)any person or entity or into any country where such export,reexport,or
import violates any US,local,or other applicable import/export control laws or regulations including,but not limited to,the r
terms of any import/export license or license exemption and any amendments and supplemental additions to those Q
import/export laws as they may occur from time to time.
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9.3 Taxes and Fees,Shipping Charges,License fees quoted to Licensee are exclusive of any and ail taxes or fees,
including,but not limited to,sales tax,use tax,value-added tax(VAT),customs,duties,or tariffs,and shipping and handling =
charges. 0
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9.4 No Implied Waivers.The failure of either party to enforce any provision of this License Agreement shall not be deemed m
a waiver of the provisions or of the right of such party thereafter to enforce that or any other provision, Q
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9.5 Severability,The parties agree that if any provision of this License Agreement is held to be unenforceable for any reason, c
such provision shall be reformed only to the extent necessary to make the intent of the Ianguage enforceable.
J
9.6 Successor and Assigns.Licensee shall not assign,sublicense,or transfer Licensee's rights or delegate Licensee's H
obligations under this License Agreement without Esri's and its authorized distributor's prior written consent,and any attempt Q
to do so without consent shall be void.This License Agreement shall be binding on the respective successors and assigns of y
the parties to this License Agreement.Notwithstanding,a government contractor under contract to the government to deliver
Products may assign this License Agreement and Products acquired for delivery to its government customer upon written W
notice to Esri,provided the government customer assents to the terms of this License Agreement. N
9.7 Survival of Terms.The provisions of Articles 2,5,6,7,8,and 9 of this License Agreement shall survive the expiration r`
or termination of this License Agreement, M
N
9.8 Equitable Relief,Licensee agrees that any breach of this License Agreement by Licensee may cause irreparable damage
and that,in the event of such breach,in addition to any and all remedies at law,Esri or its authorized distributor shall have r_
the right to seek an injunction,specific performance,or other equitable relief in any court of competent jurisdiction without g
the requirement of posting a bond or proving injury as a condition for relief. N
9.9 US Government Licensee.The Products are commercial items,developed at private expense,provided to Licensee
under this License Agreement.If Licensee is a US government entity or US government contractor,Esri licenses Products to
Licensee in accordance with this License Agreement under FAR Subparts 12.211/12.212 or DFARS Subpart 227.7202,Esri E
Data and Online Services are licensed under the same DFARS Subpart 227.7202 policy as commercial computer software for (D
acquisitions made under DFARS.The commercial license rights in this License Agreement strictly govern Licensee's use,
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reproduction,or disclosure of Products.Licensee may transfer Software to any licensed government procuring agency facility Q
to which computer(s)on which Software is installed are transferred,If any court,arbitrator,or board holds that Licensee has
greater rights to any portion of Products under applicable public procurement law,such rights shall extend only to the
portions affected.
J
9.10 Governing Law,Arbitration.This License Agreement shall be governed by and construed in accordance with the laws
of the State of California without reference to conflict of laws principles,except that US federal law shall govern in matters Q
of intellectual property.This License Agreement shall not be governed by the United Nations Convention on Contracts for d
the International Sale of Goods,the application of which is expressly excluded.
W
9.11 Maintenance.Maintenance for qualifying Products consists of updates and other benefits,such as access to technical
support,specified in Esri's or its distributor's current applicable maintenance policy, rn
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9.12 Feedback.Esri may freely use any feedback,suggestions,or requests for Product improvements that Licensee provides m
to Esri. `+
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9.13 Patents.Licensee may not seek,and may not permit any other user to seek,a patent or similar right worldwide that is w
based on or incorporates any Esri technology or services,This express prohibition on patenting shall not apply to Licensee's
software and technology except to the extent that Esri technology or services,or any portion thereof,are a part of any claim m
or preferred embodiment in a patent application or a similar application. E
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9.14 Entire Agreement.This License Agreement,including its incorporated documents,constitutes the sole and entirew�.,
agreement of the parties as to the subject matter set forth herein and supersedes any previous license agreements, Q
understandings,and arrangements between the parties relating to such subject matter.Additional or conflicting terms set forth
u,
C204 Page(i of 04r2612013
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in any purchase orders,invoices,or other standard form documents exchanged during the ordering process,other than
product descriptions,quantities,pricing,and delivery instructions,are void and of no effect.Any modification(s)or
amendment(s)to this License Agreement must be in writing and signed by each party.
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EXHIBIT I
sno (300P
\rA� 12107/2012)
Esd,380 New York St.,Redlands,CA 92373-8100 USA•TEL 909-793-2853•FAX 909-793-5953
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ADDENDUM 1 y
SOFTWARE TERMS OF USE
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This Software Terms of Use Addendum("Addendum I")sets forth the terns of Licensee's use of Software and includes the
Licensees existing master license agreement,if any,or the License Agreement found at htty://www.esri.com/legal/sofware- Q,
license(as applicable,the"License Agreement"),which is incorporated by reference.This Addendum 1 takes precedence a�
over conflicting terms of the License Agreement.
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SECTION 1—DEFINITIONS to
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Software may be offered under the following license types as set forth in the applicable sales quotation,purchase order,or r`
other document identifying the Products that Licensee orders: LO
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1. "Concurrent Use License"means a license to 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,including the =
right to run passive failover instances of Concurrent Use License software in a separate operating system w
environment for temporary failover support.
2. "Deployment Server License"means a license that,in addition to providing Staging Server License rights,
authorizes Licensee to install and use the Software or Data to provide services to multiple users on the same or other ;.
computer(s).
3. 'Development Server License"means a license that authorizes Licensee to install and use the Software on a single E
computer to design and build applications that interface with or utilize server Software as described in the P ocumentation. �
4. "Single Use License"means a license that allows Licensee to permit a single authorized end user to install and use Q
the Software,Data,and Documentation on a single computer for use by that end user on the computer on which the us
Software is installed.Licensee may permit the single authorized end user to install a second copy for end user's
exclusive use on a second computer as long as only one(1)copy ofProduct is in use at any time,No other end user �
may use Product under the same license at the same time for any other purpose. J
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5. "Staging Server License"means a license that,in addition to providing Development Server License rights,enables N
Licensee to use and install the Software for the following purposes*user acceptance testing,performance testing, a
load testing of other third-party software,staging new commercial data updates,and training activities, m
6_ "Term License"means a license or access provided for use of a Product for a limited time period("Term")or on a =
subscription or transaction basis. W
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SECTION 2-TERMS OF USE FOR SPECIFIC SOFTWARE
Unless otherwise noted in the applicable Ordering Document,extensions to Software follow the same scope of use as that
granted for the corresponding Software.Specific Software is subject to the terms of use set forth in the notes referenced 4)
below. E
4)
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Desktop 0 Esri Business Analyst Server Q
• Address Coder(22;Addendum 2,Note 7) - Workgroup(8;9;28;29;30;31;39;Addendum 2, m
• ArcExplorer-Java and Windows Editions(20; Note 1;Addendum 2,Note 4)
Addendum 2,Note I) - Enterprise(8;9;27;31;39;Addendum 2,Note 1; a)
v
• ArcGIS for Desktop(Advanced,Standard,or Basic) Addendum 2, ote 4) J
(26;Addendwn 2.Note I;Addendum 2,Note 6) Portal for AreGIS(31;61;62;Addendum 2,Note I) N
• ArcGIS Explorer Desktop(20,Addendum 2,Note 1) Esri Tracking Server(31)
• ArcGIS for AutoCAD(20) • Esri Maps for IBM Cognos(53) Q'
• ArcLogistics Esri Maps for SharePoint(Addendum 2,Note 1)
- Desktop(Addendum 2,Note 1;Addendum 2, l j
Note 2 Developer Tools to
- Using AreGIS Online(20;46;Addendum 2, ArcGIS Runtime SDK for iOS,Windows Phone,
Note 1) Windows Mobile,or Android(16;Addendum 2.
- Using ArcGIS for Server(20:46;Addendum 2, Note 1) c�
us
Note 1) ArcGIS Engine Developer Kit and Extensions(16,22,
- '.Navigator(46;Addendum 2,Note I;Addendum 2, 26)
Note 2) ArcGIS Engine for Windows/Linux and Extensions =
• ArcPad(12; 13;Addendum 2,Note 1;Addendum 2, (15-,22;26;Addendum 2,Note 1;Addendum 2, g
Note 2) hLote 6) N
• ArcReader(20;Addendum 2,Note 1) AreGIS for Windows Mobile Deployments(15;54;
• ArcView 3,x and Extensions(17) Addendum 2,Note 1)
• Esri Business Analyst(Addendum 2,-Nate 1; ArcGIS Runtime(18;59;Addendum 2,Note 1)
Addendum 2,Note 4) ArcGIS Runtime SDK(16;60;Addendum 2,Note 1)
• Esri Maps for Office(Addendum 2,Note 1} AreGIS Web Mapping(including AreGIS API for m
• Sourcebook•America(20;Addendum 2,Note 8) JavaScript/HTM1.5,ArcGIS API for Flex,ArcGIS
• AreGIS for Windows Mobile(15;54;Addendum 2, API for Microsoft Silverlight,AreGIS API for WPF) Q
Note 1) (15; 16;64;66;Addendum 2,Note 1) m
• ArcGIS for iOS;ArcGIS for Windows Phone;ArcGIS • Esri Business Analyst Server Developer c
for Android(Addendum 2.Note 1) (Addendum 2,Note 1;Addendum 2 Note 4) U
• Esri Developer Network(EDN)Software,Online J
Server Services,and Data(24;26;Addendum 2,Note I
• ArcGIS for Server Addendum 2,Note 6) L
- Workgroup(8;9;28;29;30;32;38;39; Esri File Geodatabase API(47) °
Addendum 2,Nate 1;Addendum 2.Note 6)
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- Enterprise(8;9;27;31;38;39;Addendum 2, Bundled Products w
Note i;Addendum 2,Note 6) ArcGIS for Transportation Analytics(I;Addendum 2. �
- Cloud Bundle(10;Addendum 3-Common Note 2;Addendum 2,Note 11) w CO
Terris)
• ArcG1S for Server Extensions
AreGIS for INSPIRE '8;Addendum 2 Note 1)
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Notes X
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1. Licensee may use the Software,Data,and Online Services included in ArcGIS for Transportation Analytics solely a=i
for direct support of fleet operations.No other use of ArcGIS for Transportation Analytics or the individual E
components that are part of ArcGIS for Transportation Analytics is permitted.This restriction does not apply to the U
ArcGIS Online Organization Account included with ArcGIS for Transportation Analytics.The ArcGIS Online Y
Organization Account can be used for any purpose subject to the terms of this License Agreement, Q
2-7. Reserved.
8. The administration tools for the Software maybe copied and redistributed throughout Licensee's organization.
E300 Page 2 of lb 12/0712012
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9. User-developed ArcGIS for Server administration tools may be copied throughout Licensee's organization,but the
AreCatalog application(found in ArcGIS for Desktop)may not be copied.
10. Licensee will provide information or other materials related to its content(including copies of any client-side
applications)as reasonably requested to verify Licensee's compliance with this License Agreement.Esri may m
monitor the external interfaces(e.g.,ports)of Licensee's content to verify Licensee's compliance with this License y
Agreement.Licensee will not block or interfere with such monitoring,but Licensee may use encryption
technology or firewalIs to help keep its content confidential.Licensee will reasonably cooperate with Esri to identify 4
Q
the source of any problem with the Cloud Bundle services that may reasonably be attributed to Licensee's content or y
any end-user materials that Licensee controls. rn
11. Reserved. a=i
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12. Software is licensed for navigational use only when used in conjunction with ArcLogistics.
11 "Dual Use License"means the Software maybe 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 a
single individual at any one(1)time. L
14. Reserved. d
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15. Licensed as a Deployment License,Deployment Licenses for Internet application(s)may be subject to payment of w
additional license fees. to
1.6. Licensee may deliver applications to Licensee's sublicensee(s)provided Licensee uses a sublicense agreement that
protects Esri's rights in Esri's Software,Data,Online Services,and Documentation to the same extent as the License ti
Agreement including,but not limited to,the following terms: M
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a. Sublicensee may not reverse engineer,decompile,or disassemble the Esri Software,Data,Online Services,
or Documentation,except to the extent permitted by applicable law;copy for commercial use;or transfer or =
assign its rights under Clio license grant; p
b. Sublicensee may not use any Esri Software,Data,Online Services,or Documentation,in whole or in part, N
separate from Licensee's executable application:and d
c. Third-party dependent or required components are redistributable subject to permission from the owner or
author.
m
Applications may be subject to deployment fees owed to Esri.Contact Esri or Licensee's distributor for details. m
17. Licensee may use Business Objects Crystal Reports software only with the ArcVlew 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 Q
software program or system to cache or queue report requests. y
18. Licensed as a Deployment License.The Deployment License is per application per computer.Deployment Licenses c
may not be used for Internet or server deployment. Deployment Licenses for desktop application(&)may be subject
to payment of additional license.fees. J
19. Reserved. y
20. Licensee may reproduce and deploy the Software provided all the following occur:
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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 W
as the License Agreement,and the recipient agrees to be bound by the terms and conditions of the license
agreement; tq
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c, All copyright and trademark attributions./notices are reproduced;and ,
d. There is no charge or fee attributable to the use of the Software. ets
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21. Reserved. 75?
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22. a. ArcGIS Engine for Windows,'Linux licenses shall not be used for Internet and server development and t j
deployment;
b. An end user must license either ArcGIS Engine for Windows/Linux Software or other ArcGIS for Desktop
Software(Basic,Standard,or Advanced)to obtain the right to run an ArcGIS Engine application on E
one(1)computer;and
c. The ArcGIS Engine for Windows/Linux emnsions shall not be used in combination with ArcGIS for Desktop +a
Software to run ArcGIS Engine applications,A single user can have multiple applications installed on Q
one(1)computer for use only by that end user.
23. Reserved.
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24. EDN Software may be used only for the purposes of research,development,testing,and demonstration of a
prototype application.EDN server Software and Data may be installed on multiple computers for use by any named
EDN developer.ArcGIS Online subscriptions included with EDN Advanced may be used as permitted by the Terms
of Use in Addendum 3,Online Services Addendum,
25. Reserved. y
26. An ArcSDE Personal Edition geodatabase is restricted to ten(10)gigabytes of Licensee's data.
27. AreGIS for Server Web ADF Runtime Software may not be deployed independently of Licensee's ArcGIS for Q
Server Enterprise configuration.
28, Use is limited to ten(10)concurrent end users of applications other than ArcGIS for Server applications.This c
restriction includes use of ArcGIS for Desktop Software,AreGIS Engine Sofhvare,and third-party applications that U
connect directly to any ArcGIS for Server geodatabase.There are no limitations on the number of connections from J
web applications. m
29. Software can only be used with a supported version of SQL Server Express.Supported versions are listed with the a
system requirements for the product on the Esri website. L
30. Use is restricted to a maximum.of ten(10)gigabytes of Licensee's data. m
31, Licensee may have redundant Esri Server Software installation(s)for failover operations,but the redundant Software w
can only be operational during the period the primary site is nonoperational.The redundant Software installation(s) N
shall remain dormant,except for system maintenance and updating of databases,while the primary site or any other
redundant site is operational.
32. Redundant Software installation for failover operations is not permitted. r"
33-37. Reserved. 'n
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38, The ArcGIS 3D Analyst for Server extension included with ArcGIS for Server Standard(Workgroup or Enterprise)
may be used only for generating globe data cache(s)or publishing a globe document as an ArcGIS Globe Service,
No other use of the ArcGIS 3D Analyst for Server extension Software is permitted with ArcGIS for Server Standard, g
39. Any editing functionality included with ArcGIS for Server is not permitted for use with,ArcGlS for Server Basic w
(Workgroup or Enterprise), y
4045. Reserved.
46. Licensee should riot follow any route suggestions that appear to be hazardous,unsafe,or illegal.Licensee assumes c
all risk of using this navigation Software. ar
47. Licensee may develop and distribute software or web applications that use Esri File Geodatabase API to Licensee's
end users.
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48-52, Reserved.
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53. This authorizes installation and use of a sufficient quantity of instances of AreGIS for Server Enterprise Standard
solely for the purposes of integrated intercommunication between Esri ArcGIS for Server map services and IBM c
Cognos data packages.No other use of Esri ArcGIS for Server Enterprise Standard is permitted.
54. ArcGIS for Windows Mobile Deployments are licensed for use with ArcGIS for Server Enterprise(Advanced or J
Standard),ArcGIS for Server Workgroup(Advanced),AreGIS for Desktop(Advanced,Standard,Basic),and N
ArcGIS Engine applications. L
55-58. Reserved. Q-
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59. Licensee may develop an unlimited number of applications on a single computer and deliver the applications to end
users up to the number of ArcGIS Standard or Advanced Deployment Licenses that have been purchased.There is W
no license fee or restriction on the number of ArcGIS Runtime Basic licenses deployed.
60. a. ArcGIS Runtime SDK licenses shall not be used to develop Internet or server applications; to
w
b. For AreGIS Runtime Standard or Advanced ,
(i) An end user must purchase a software application that includes an ArcG1S Runtime license to obtain the
right to run an ArcGIS Runtime application on one(1)computer;and s
(ii) Licensees building applications for their own internal use must purchase ArcGIS Runtime licenses for w
every application Deployed that includes ArcGIS Runtime.
(iii)A single user may have multiple ArcG1S Runtime licensed applications installed on one(1)computer,but a=i
each application is an independent Deployment of ArcGIS Runtime. E
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61, Oracle is a third-party beneficiary of Esri's rights under the License Agreement with respect to the Software but is
not a party hereto and assumes no obligations hereunder. Q
62. Esri and its licensors reserve the right to conduct an audit of Licensee's use of the Software.Licensee will provide
reasonable assistance and access to information regarding Licensee's use of the Software.Audit results may be
E300 Page 4 oft 6
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reported to Esri's licensors.Fees for overdeployment or excess usage are payable within thirty(30)days of the
invoice date.
63. Reserved.
64. For web applications,Licensee may not use this Product independently of other Esri Product(s),
65. Reserved. E CD
66. For desktop applications or SharePoint,each license is per organization.For the purposes of this license, P
organization is equivalent to a principal registered unique domain identifier.Domain is the Internet domain name �
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registered with a domain name registrar. For instance,in example.com,example.com is the registered unique y
domain identifier.Similarly,in example,com.xx,where xx is a registered country code,example.com.xx is the c
registered unique domain identifier.Desktop applications can be used by any employee of the organization with the a)
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principal registered unique domain identifier.There is no limit to the number of applications that can be built and J
deployed within an organization. y
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ADDENDUM2
DATA TERMS OF USE
(E300-2)
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This Data Terms of Use Addendum("Addendum 2")sets forth the terms of Licensee's use of Data and includes Licensee's E
m
existing master license agreement,if any,or the License Agreement found at http:,I/www.esri.com(!egal/Softw-are-license(as 4)
applicable,the"License Agreement"),which is incorporated by reference,This Addendum 2 takes precedence over CD
conflicting terms of the License Agreement.Esri reserves the right to modify the Data terms of use referenced below at any
time,.For Data licensed through a subscription,Licensee may cancel the subscription upon written notice to Esri or rn
c
discontinue use of the Data,as applicable.If Licensee continues to use the Data,Licensee will be deemed to have accepted 0
the modification.Data terms of use are set forth in the notes referenced below: J
a>
• ArcGIS Online Data(I) Data Appliance for ArcGIS(3) rn
• StreetMap Premiums for ArcGIS(2) • Business Analyst/Location Analytics Data(4, 10) °
• StreetMap Premium for Windows Mobile(2) • Demographic,Consumer,and Business Data("Esri
• StreetMap Premium for ArcPad(2) Data")(5,10) 1 j
• StreetMap Premium for ArcGIS for Transportation • Data and Maps for ArcGIS(6) rA
Analytics(2;Addendum 1,Note l) • Address Coder Data(7, 10) C7
• NAVTEQ Traffic Data(11;Addendum 1,Note 1) • Sourcebook•America Data(8,10)
• ArcLa istics Data(2) 1 • Ma Studio Data 9 M
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Notes
1. 4rcGIS Online Data;Software and Online Services that reference this note enable access to ArcGIS Online Data. o
ArcGIS Online Data is provided for use solely in conjunction with Licensee's authorized use of Esri Software and Online T
Services.Licensee may use Data accessed through ArcGIS Online as permitted under the terms of the URLs referenced d
below:
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a. NAVTEQ data is subject to the terms of use at http:/,www.esri.com/--/media/Files/Pdfs/legal/pdfs/i9791-
navteq use data.pdf y
b. Tele Atlas/TomTom data is subject to the terms of use at
http://ww-w.esri.00m!,-/media/Files/Pdfs/legal/pdfsij9792-teleatlas use data,�df.
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c. Data from i-cubed is subject to the terms of use at http://www.esri.com/-/media/Files/Pdfsileaal/pdfs/i9946- N
icubed.pdf.
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d. Microsoft Bing Maps data is subject to the terms of use at h, tp;,/www.esri.com/-/media/Files/Pdfs/legal/pdfsie- (D
802-bing-mapsves pdf. J
e. BODC bathymetry data is subject to the terms of use found at m
https:!/www.bodc.ac.uk/data/online delivery/gebco/terms of use/. L
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2. StreetMap Premirrm for ArcGIS:StreetMap Prenitunr for RrcGIS far Windows Niubile;StreetMap Premium for ArePaci �
StreetMap Prendum for AreGISfor Transportation Analytics;ArcLogistics Data;StreetMap Premium Data may be used W
for mapping,geocoding,and single vehicle routing purposes but is not licensed for dynamic routing.For instance,
StreetMap Premium Data may not be used to alert a user about upcoming maneuvers(such as warning of an upcoming U)
turn)or to calculate an alternate route if a turn is missed.StreetMap Premium Data may not be used to perform w
synchronized routing of multiple vehicles.Data acquired for use with ArcGIS for Desktop,ArcGIS for Server,ArcPad, 16
ArcGIS for Transportation Analytics,or ArcLogistics Software may only be used with the Product for which the Data
was acquired,and may not be used with any other Product.StreetMap for Windows Mobile Data is licensed for use t
solely on mobile devices or in conjunction with ArcGIS for Mobile applications.Data may include data from either of w
the following sources:
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a. NAVTEQ data is subject to the terms of use at http://www.esri.coin/-/media/Files/Pdfs/leeal/pdfs/i9791- E
navteq_use data.pdf.NAVTEQ data,when licensed for use in StreetMap Premium for ArcGIS for
Transportation Analytics,permits tracking,multivehicle routing,and.route optimization.
b. Tele Atlas/TomTom data is subject to the terms of use at Q
http://www.esri.com/-/media/Files/Pdfs/legal/pdfs/j9792-teleatlas use data pdf.
E300 Page 6 of 16 12107/2012
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3. Data Appliance for ArcGIS.-Data provided with Data Appliance is subject to the following additional terns of use:
a. Licensee may only use Data for North America with the North America collection of the Data Appliance.for
ArcG1S.This restriction applies to a large-scale(i.e.,scale levels below 1:100,000)street map,transportation d
layer,boundaries and places layer,and one(I)-meter or better resolution imagery included in the USA E
m
Collection.This restriction does not apply to the small-scale(i.e.,scale levels above 1:100,000)maps provided d
in the World Collection,which are intended for display at global and regional scales. ar
b. NAVTEQ data is subject to the terms of use at http://www.esri.com/-/media/Files/PdfsAegal/Sdfs/i9791 �
navteg use data.pdf.
c. Tele Atlas/Tom Tom data is subject to the terns of use at
http://www.esri com/-/media/Files/Pdfxnetal(pdfs/i9792-teleatlas use data pdf
d. Data from i-cubed is subject to the terms of use at http_//www.esri,com/-/media,-Tiles/Pdfs/legal/pdfs/i9946- N
icubed.pdf .L
e, BODC bathymetry data is subject to the terms of use found at ?
https:/,lwww.bode.ac.uk/data/online del ivery/gebco/terns of use/.
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4. Business AnalvstData;Location Analytics Data:Business Analyst Data is provided with Esri's Business Analyst to
(Server,Desktop)or accessed through Business Analyst Online and Community Analyst.Location Analytics Data is C9
accessed through Business Analyst Online API,Community Analyst API,and Location Analytics API.The Data is r-
subject to the following additional terms of use: c�
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a. The Data is provided for Licensee's internal business use solely in connection with Licensee's authorized use of r,
Software.Business Analyst Data is restricted for use only in conjunction with the respective Business Analyst
extension.Location Analytics Data is restricted for use only in conjunction with Business Analyst Online API, o
Community Analyst API,and Location Analytics API,If Licensee orders a license for Esri Business Analyst or rn
Business Analyst(Canadian Edition),or for Business Analyst Online API,Community Analyst API,and
Location Analytics API,with a subset of the national dataset(i.e.,Region,State,Local),Licensee may use only M
the licensed subset,not any other portion of the national dataset.
b. Licensee's use of Canadian Edition Data with Business Analyst(Server,Desktop),Business Analyst Online m
API,Community Analyst APT,or Location Analytics API is subject to the Use of Data Restrictions specific to m
Esri Business Analyst(Canadian Edition)Data. m
c. Infogroup data is subject to the following terns of use:"Users"means end users of Esri Software.Any use of Q
the Infogroup database not expressly authorized in this License Agreement is strictly prohibited.Without ar
limiting the generality of the foregoing,Users are expressly prohibited from(i)cobranding or otherwise
providing the product or service on behalf of any third party;(ii)sublicensing or reselling the Infogroup
database;(iii)using or allowing third parties to use the Infogroup database for the purpose of compiling, a
enhancing,verifying,supplementing,adding to,or deleting from any mailing list,geographic or trade d
directories,business directories,classified directories,classified advertising,or other compilation of
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information that is sold,rented,published,furnished,or in any manner provided to a third party;(iv)using the
Infogroup database in any service or product not specifically authorized in this License Agreement or offering it
through any third party;(v)disassembling,decompiling,reverse engineering,modifying,or otherwise altering W
the Infogroup database or any part thereof'without Infogroup's prior written consent,such consent to be granted
or withheld at Infogroup's sole discretion;or(vi)using the Infogroup database for any direct marketing to
purposes.
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d. NAVTEQ data is subject to the terms of use at http://www.esri.com/-/media/Files/Pdfs/legal/pdfs/j979I- M
navteq_use data.pdf.
e. Tele Atlas/TomTom data is subject to the terns of use at
htto://www.esri.com/--/media/Files/Pdfs/legal/pdfs/i9792-teleatias use data pdf x
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5, Demographic, Consumer,and Business Data ("Esri Data'):This Data category includes demographic,consumer,
business,and Tapestry Segmentation datasets.Subject to the terms of the License Agreement and this Addendum 2, E
Licensee may use the Esri Data for any business purpose.
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3. Data Appliance for ArcGIS:Data provided with Data Appliance is subject to the following additional terms of use:
a. Licensee may only use Data for North America with the North America collection of the Data Appliance for
ArcGIS.This restriction applies to a large-scale(i.e.,scale levels below 1:100,000)street map,transportation am
layer,boundaries and places layer,and one(1)-meter or better resolution imagery included in the USA E
Collection.This restriction does not apply to the small-scale(i.e.,scale levels above 1:100,000)maps provided d
in the World Collection,which are intended for display at global and regional scales.
b. NAVTEQ data is subject to the terms of use at http://www.esri.com/—/media/Files/Pdfs/leg4l/pdfs/1"9791- M
navteq use data.pdf. v°1i
c. Teie Atlas/TomTom data is subject to the terms of use at M
http:'/www_esri.com/--/media,'Files/Pdfs/leaal/pdfs/i9792-teleatlas use data ndf J
d, Data from i-cubed is subject to the terms of use at http://www.esri.com//rnediWFiles/Pdfs/legal/Ddfs/i9946"
icubed.pd f. N
e. BODC bathymeny data is subject to the terms of use found at Q-
h=s://www.bode.ac.uk/data/online del ivery/gebeo/terms of use/.
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4, Business Analyst Data;Location Analytics Data:Business Analyst Data is provided with Esri's Business Analyst to
(Server,Desktop)or accessed through Business Analyst Online and Community Analyst.Location Analytics Data is C9
accessed through Business Analyst Online API,Community Analyst API,and Location Analytics,API.The Data is
subject to the following additional terms of use: M
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a. The Data is provided for Licensee's internal business use solely in connection with Licensee's authorized use of .�
Software.Business Analyst Data is restricted for use only in conjunction with the respective Business Analyst
extension.Location Analytics Data is restricted for use only in conjunction with Business Analyst Online API, o
Community Analyst APT,and Location Analytics APT.If Licensee orders a license for Esri Business Analyst or N
Business Analyst(Canadian Edition),or for Business Analyst Online API,Community Analyst API,and >
Location Analytics API,with a subset of the national dataset(i.e.,Region,State,Local),Licensee may use only
the licensed subset,not any other portion of the national dataset.
b. Licensee's use of Canadian Edition Data with Business Analyst(Server.Desktop),Business Analyst Online m
API,Community Analyst API,or Location Analytics API is subject to the Use of Data Restrictions specific to E
Esri Business Analyst(Canadian Edition)Data, m
a Infogroup data is subject to the following terns of use: "Users"means end users of Esri Software.Any use of
Q
the Infogroup database not expressly authorized in this License Agreement is strictly prohibited,Without y
limiting the generality of the foregoing,Users are expressly prohibited from(i)cobranding or otherwise rn
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providing the product or service on behalf of any third party;(ii)sublicensing or reselling the Infogroup
database;(iii)using or allowing third parties to use the Infogroup database for the purpose of compiling, J
enhancing,verifying,supplementing,adding to,or deleting from any mailing list,geographic or trade N
directories,business directories,classified directories,classified advertising,or other compilation of 2
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information that is sold,rented,published,furnished,or in any manner provided to a third party;(iv)using the
Infogroup database in any service or product not specifically authorized in this License Agreement or offering it
through any third party;(v)disassembling,decompiling,reverse engineering,modifying,or otherwise altering W
the Infogroup database or any part thereof without Infogroup's prior written consent,such consent to be granted
or withheld at Infogroup's sole discretion;or(vi)using the Infogroup database for any direct marketing W
purposes.
d. NAVTEQ data is subject to the terms of use at http:fiwww.esri.com/—/media/Files/Pdfs/legal/pdfs/i9791-
navtea use data.pdf.
e. Tele Atlas/TomTom data is subject to the terms of use at s
http://www.esri.com/-d media/Files/Pdfs/legal/pdfs/i979.2-teleatias use data pdf W
5, Demographic, Constmier,and Business Data("Esri Data'):This Data category includes demographic,consumer, _
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business,and Tapestry Segmentation datasets.Subject to the terms of the License Agreement and this Addendum 2, E
Licensee may use the Esri Data for any business purpose. s
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6. Data and Maps forAreGIS:The Data is available to licensed users of ArcGIS for Desktop,ArcGIS for Server,and
ArcGIS Online.Data and Maps for ArcGIS is provided for use solely in conjunction with authorized use of ArcGIS for
Desktop,ArcGIS for Server,and ArcGIS Online. :.
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a. Licensee may redistribute the Data as described in the Redistribution Rights Matrix available at
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http://www.esri.com/legal/redistribution-rights,in the Help system,or in supporting metadata files,subject to L
the specific attribution descriptions and requirements for the dataset accessed. 0
b. StreetMap Data may be used for mapping,geocoding,and routing purposes but is not licensed for dynamic m
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 to calculate an alternate route if a turn is missed. 4)
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7. Address Coder Data:This Data is included with Address Coder and is provided for Licensee's internal business use a>
solely in connection with Licensee's authorized use of Address Coder. L
8. Sourcebook-America Data: This Data is included with Sourcebook•America and provided for Licensee's internal CL
business use solely in connection with Licensee's authorized use of Sourcebook•America.
9. MapStudio Data.Use of this Data is subject to the following terms and conditions: Uj
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a. NAVTEQ data is subject to the terms of use at hM://www.esri.com/—Imedia/Files/Pdfs/legal`/odfs/i9791
navteq use data.pdf.
b. Tele Atlas/TomTom data is subject to the terms of use at 0
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htti)://www.esri.com/—/media/F it es/Pdfs/legal/pdfs/i9792-teleatlas use data.pdf.
c. Data from i-cubed is subject to the terms of use at http://www.esri.com/i'media/Files/Pdfs/leizal/pdfsli9946-
icabed,pd f.
d. Infogroup Data is subject to the following terms of use:"Users"means end users of Esri Software.Any use of o
the Infogroup database not expressly authorized in this License Agreement is strictly prohibited.Without rn
limiting the generality of the foregoing,Users are expressly prohibited from(i)cobranding or otherwise y
providing the product or service on behalf of any third party;(ii)sublicensing or reselling the Infogroup
database;(iii)using or allowing third parties to use the Infogroup database for the purpose of compiling,
enhancing,verifying,supplementing,adding to,or deleting from any mailing fist,geographic or trade d
directories,business directories,classified directories,classified advertising,or other compilation of y
information that is sold,rented,published,furnished,or in any manner provided to a third party;(iv)using the L
Infogroup database in any service or product not specifically authorized in this License Agreement or offering it Q
through any third party;(v)disassembling,decompiling,reverse engineering,modifying,or otherwise altering ar
the Infogroup database or any part thereof without Infogroup's prior written consent,such consent to be granted c
or withheld at Infogroup's sole discretion;or(vi)using the Infogroup database for any direct marketing
purposes.
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10. Licensee may include Data in hard-copy or read-only format("Outputs")in presentation packages,marketing studies,or L
other reports or documents prepared for third parties.Licensee shall not resell or otherwise externally distribute Outputs CL
in stand-alone form. m
11, .4rcGlSfor TiansportationAnalytics—,hAVIFEQ traffic data option:This online data service is available as an option for W
use exclusively with ArcGIS for Transportation Analytics.Use of this data is subject to the following terms and
conditions:
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a. NAVTEQ traffic data is subject to the terms of use at http://www.esri.com/—/media/Files/Pdfs/legal/ndfs/j9791-
navteq use data.pdf. *,
b. No automatic routing or rerouting based on traffic conditions is permitted without the Navigation add-on.
c. NAVTEQ traffic data may not be archived and may be delivered only for end users'personal,near-term use,not W
to exceed one(1)twenty-four(24)-hour period.
d. NAVTEQ traffic data may not be used to display or broadcast in any FM/AM/HD radio broadcast or television =
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broadcast or through any RDS deliyery method. E
e. NAVTEQ traffic data may not be used with or incorporated into any traffic system that provides voice traffic v
reports to inbound callers. r
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f. NAVTEQ traffic data may not be used to develop or commercially make available a text-to-voice e-mail alert Q
or message or voice mail application using any portion ofNAVTEQ traffic data.
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ADDENDUM3
ONLINE SERVICES ADDENDUM
(E300-3) .
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This Online Services Addendum("Addendum 3")sets forth the terms of Licensee's use of Online Services and includes the E
Licensee's existing master license agreement,if any,or the License Agreement found at htII2://www.esri.com/le m
alfsoftware- m
license(as applicable,the"License Agreement"),which is incorporated by reference.This Addendum 3 takes precedence
over conflicting terms of the License Agreement.Esri reserves the right to update the terms from time to time.Section 1 of Q
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this Addendum 3 contains terms applicable to all Online Services;Section 2 contains common terms applicable to specific =
Online Services. y
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SECTION 1—COMMON TERMS OF USE OF ONLINE SERVICES m
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ARTICLE I—DEFINITIONS Q.
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In addition to the definitions provided in the License Agreement,the following definitions apply to this Addendum 3: w
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a. "Anonymous Users"means individuals that do not qualify as Named Users but have limited access to Online (9
Services.
b. "API"means application programming interface. M
e. "ArcGIS Website"means htto://www,aregis.cotn and any related or successor websites. N
d. "Content"means Data,images,photographs,animations,video,audio,text,maps,databases,data models,
spreadsheets,user interfaces,software applications,and Developer Tools, _
e. "Developer Tools"means software development kits(SDKs),APIs,software libraries,code samples,and other o
resources. N
f. "Named Users"means Licensee's employees;agents;consultants;contractors;or,for Education Plan accounts, d
registered students;whom Licensee authorizes to access Online Services for Licensee's exclusive benefit through
Licensee's ArcGIS Online account,to which they are explicitly linked through unique,individual user names and
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passwords.Named Users have access to features of Online Services that are not accessible to Anonymous Users.
Named Users'access to features of Online Services may be constrained by Named Users type as defined for specific m
Online Services and as described in the applicable Ordering Document or other product documentation.
g. "Online Content"means Content hosted or provided by Esri as part of Online Services,including any Map Services,
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Task Services,Image Services,and Developer Tools and excluding Content provided by third parties that Licensee m
accesses through Online Services. N
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h. "Service Components"means each of the following,Online Services,Online Content,ArcGIS Website,Developer
Tools,Documentation,or related materials. J
i, "Licensee's Content"means any Content that Licensee or Licensee's Named Users submit to Esri in connection with m
Licensee's use of the Online Services,any results derived from the use of Licensee's Content with Online Services, Q
and any applications Licensee builds with Developer Tools and deploy with Online Services,Licensee's Content L
excludes any feedback,suggestions,or requests for Product improvements that Licensee provides to Esri.
j. "Value-Added Application"means an application developed using the Developer Tools and Online Services as W
enabled through Licensee's use of Online Services and that includes functions or features that do not expose native
Online Services directly to Licensee's end users.Licensee is prohibited from exposing native Online Service N
capabilities substantially similar or equivalent to those provided to Licensee by Esri. w
k. "Web Services"as used under Licensee's existing signed license agreement,if any,means Online Services and any
Content delivered by such Online Services.
ARTICLE 2--USE OF ONLINE SERVICES x
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2.1 License to Online Services,Esri grants Licensee a personal,nonexclusive,nontransferable,worldwide license to access
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and use Online Services as set forth in the applicable Ordering Documents(i)for which the applicable license fees have been E
paid(if required),(ii)for Licensee's own internal use by Licensee and Licensee's Named Users or Anonymous Users(if
applicable),and(iii)in accordance with this License Agreement and the licensed configuration on file as authorized by Esri. r
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2.2 Provision of Subscription Online Services.For subscription Online Services,Esri will
a. Provide Online Services to Licensee in accordance with the Documentation;
b. Provide customer support in accordance with Esri's standard customer support policies and any additional support
Licensee may purchase;and
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c. Use commercially reasonable efforts to ensure that Online Services will not transmit to Licensee any Malicious d
Code,provided Esri is not responsible for Malicious Code that was introduced to Online Services through Licensee's Q
account or through third-party Content.
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2.3 Licensee's Responsibilities.Licensee and Licensee's Named users or Anonymous Users(if applicable)are the only Q
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persons authorized to access Online Services through Licensee's accounts.Named Users'login credentials are for designated J
Named Users only and may not be shared among multiple individuals.Named Users'login credentials may be reassigned to d
new Named Users if the former users no longer require access to Online Services.Licensee and Licensee's Named Users are L
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responsible for maintaining the confidentiality of Authorization Codes,Access Codes,Named Users'login credentials,or any
other method that enables access to Online Services and for ensuring that unauthorized third parties do not access Licensee's
account.Licensee will immediately notify Esri if Licensee becomes aware of any unauthorized use of Licensee's account or W
any other breach of security.
2.4 Prohibited Uses of the Online Services.In addition to the prohibited uses under the License Agreement,Licensee shall r;
not(i)attempt to gain unauthorized access to the Online Services or assist others to do so;(ii)use Online Services for
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spamming,to transmit junk e-mail or offensive or defamatory material,or for stalking or making threats of physical harm;
(iii)use Online Services to store or transmit 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("Malicious Code");(iv)mirror,reformat,or display Online Services in an attempt to mirror o
and/or make commercial use of Online Services except to the degree that Online Services directly enable such functionality; w
(v)share the client-side data cache derived from Online Services with other licensed end users or third parties;(vi)distribute tY
the client-side data cache derived from Online Services to third parties;(vii)manually or systematically harvest information
and data contained within Online Services;(viii)use AreGIS Online Map Services,Geocodiug Services,or Routing Services =
in connection with any products,systems,or applications installed or otherwise connected to or in communication with d
vehicles capable of vehicle navigation,positioning,dispatch,real-time route guidance,fleet management,or similar d
applications;or(ix)incorporate any portion of Online Services into a commercial product or service unless the commercial P
product adds material functionality to Online Services.
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2.5 Evaluations.Esri may provide licenses to use certain Services for Licensee's internal evaluation purposes.Such licenses c
continue until the stated evaluation period expires or until Licensee purchases a subscription,whichever occurs first.IF 0
LICENSEE DOES NOT CONVERT LICENSEE'S EVALUATION LICENSE TO A SUBSCRIPTION PRIOR TO J
EXPIRATION OF THE EVALUATION TERM,ANY CONTENT AND CUSTOMIZATIONS THAT LICENSEE
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UPLOADED OR MADE DURING THE EVALUATION TERM WILL BE PERMANENTLY LOST.IF LICENSEE DOES Q
NOT WISH TO PURC14ASE A SUBSCRIPTION,LICENSEE MUST EXPORT SUCH CONTENT BEFORE THE END L
OF LICENSEE'S EVALUATION PERIOD. a
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2.6 Modifications of Online Services.Esri reserves the right to alter,modify,deprecate,or discontinue Online Services and
related APIs at any time.If reasonable under the circumstances,Esri will provide prior notice of any material alterations.Esri to
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will attempt to support any deprecated APIs for up to six(6)months,unless there are legal,financial,or technological
reasons not to support them. M
2.7 Attributions.Licensee is not permitted to remove any Esri or its licensors'logos or other attribution associated with any .c
use of AreGIS Online Services. w
ARTICLE 3--TERM AND TERMINATION =
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The following supplements Article 5—Term and'termination of the License Agreement: �
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3.1 Term of Subscriptions.The term of any subscription will be provided in the Ordering Document under which it is Q
purchased or in the Online Services description referenced therein.
E300 Page 10 of 16 12107/2012
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3.2 Subscription Rate Changes.Monthly subscription rates may be increased upon thirty(30)days'notice.Esri may
increase rates for subscriptions with a term greater than one(1)month by notifying Licensee at least sixty(60)days prior to
expiration of the then-current subscription term.
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3.3 Service Interruption.Licensee's access(including access on behalf of Licensee's customers)to and use of Online E
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Services may be temporarily unavailable,without prior notice,for any unanticipated or unscheduled downtime or L
unavailability of all or any portion of Online Services,including system failure or other events beyond the reasonable control
of Esri or its affiliates. Q
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3.4 Service Suspension.Esri and its affiliates shall be entitled,without any liability to Licensee,to suspend access to any
portion or all of Online Services at any time on a service-wide basis(a)if Licensee breaches the License Agreement,exceeds J
Licensee's usage limits,and fails to purchase additional license capacity sufficient to support Licensee's continued use of a)
Online Services as described in Article 5 of this Addendum;(b)if there is reason to believe that Licensee's use of Online L
Services will adversely affect the integrity,functionality,or usability of the Online Services or that Esri and its licensors may °
incur liability by not suspending Licensee's account;(c)for scheduled downtime to conduct maintenance or make °r
modifications to Online Services;(d)in the event of a threat or attack on Online Services(including a denial-of-service w
attack)or other event that may create a risk to the applicable part of Online Services;or(e)in the event.that Esri or its �
affiliates determine that Online Services(or portions thereof)are prohibited by law or otherwise that it is necessary or t9
prudent to do so for legal or regulatory reasons.If warranted under these circumstances,Licensee will be notified of any n
Service Suspension beforehand and allowed reasonable opportunity to take remedial action. ch
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3.5 Esri is not responsible for any damage,liabilities,losses(including any loss of data or profits),or any other consequences
that Licensee or any Licensee customer may incur as a result of any Service Interruption or Service Suspension.
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ARTICLE 4--LICENSEE'S CONTENT,FEEDBACK U)
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4.1 Licensee's Content.Licensee is solely responsible for the development,operation,and maintenance of Licensee's
Content and for all materials that appear on or in any of Licensee's Content.Licensee retains all right,title,and interest in *'
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Licensee's Content.Licensee hereby grants Esri and its licensors a nonexclusive,nontransferable,worldwide right to host, a)
run,and reproduce Licensee's Content solely for the purpose of enabling Licensee's use of Online Services.Without E
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Licensee's permission,Esri will not access,use,or disclose Licensee's Content except as reasonably necessary to support
Licensee's use of Online Services,respond to Licensee's requests for customer support,or troubleshoot Licensee's account or
for any other purpose authorized by Licensee in writing.If Licensee accesses Online Services with an application provided m
by a third party,Esri may disclose Licensee's Content to such third patty as necessary to enable interoperation between the
application,Online Services,and Licensee's Content.Esri may disclose Licensee's Content if required to do so by law or
pursuant to the order of a court or other government body,in which case Esri will reasonably attempt to limit the scope of J
disclosure.It is Licensee's sole responsibility to ensure that Licensee's Content is suitable for use with Online Services and
for maintaining regular offline backups using the Online Services export and download capabilities. L
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4.2 Removal of Licensee's Content.Licensee will provide information and/or other materials related to Licensee's Content
as reasonably requested by Esri to verify Licensee's compliance with this License Agreement.Esri may remove or delete any c
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portions of Licensee's Content if there is reason to believe that uploading it to,or using it with,Online Services violates this
License Agreement.If reasonable under these circumstances,Esri will notify Licensee before Licensee's Content is removed.
Esri will respond to any Digital Millennium Copyright Act take-down notices in accordance with Esri's Copyright Policy, t;�
avail ableathttp://www.esri.com/legal/dmca policy.
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4.3 Sharing Licensee's Content.Online Services and ArcGIS Website include publishing capabilities that allow Licensee to c
make Licensee's Content available to third parties("Sharing Tools").Licensee hereby grants to any third parties with whom w U
Licensee elects to share Licensee's Content using such Sharing Tools the right and license to use,store,cache,copy, ;
reproduce,(re)distribute,and(re)transmit Licensee's Content through Online Services subject to any terns of use and access c
restrictions that Licensee provides with Licensee's Content.ESRI IS NOT RESPONSIBLE FOR ANY LOSS,DELETION, E
MODIFICATION,OR DISCLOSURE OF LICENSEE'S CONTENT RESULTING FROM LICENSEE'S NAMED USERS'
MISUSE,OF SUCH SHARING TOOLS OR ANY OTHER SERVICE COMPONENTS.LICENSEE'S USE OF SUCH +°
SHARING TOOLS IS AT LICENSEE'S SOLE.RISK, Q
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5.H.b
4.4 Retrieving Licensee's Content upon Terruinatiou.Upon termination of the License Agreement or any trial,evaluation,
or subscription,Esri will make Licensee's Content available to Licensee for download for a period of thirty(30)days unless
Licensee requests a shorter window of availability or Esri is legally prohibited from doing so.Thereafter,Licensee's right to r
access or use Licensee's Content with Online Services will end,and Esri will have no further obligations to store or return
Licensee's Content. E
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ARTICLE 5---LIMITS ON USE OF ONLINE SERVICES;SERVICE CREDITS Q
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Esri may establish limits on the Online Services available to Licensee.These limits may be controlled through Service
Credits.Service Credits are used to measure the consumption of ArcGIS Online services made available through Licensee's a)
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account_The maximum Service Credits provided with Licensee's ArcG[S Online account will be addressed in the applicable J
Ordering Document.Esri will notify Licensee's account administrator when Licensee's Service consumption reaches a>
approximately seventy-five percent(75%)of the Service Credits allocated to Licensee through Licensee's subscription,Esri
reserves the right to suspend Licensee's account when consumption reaches one hundred percent(100%)of the Service CL
Credits allocated to Licensee's subscription.Licensee's access to the account will be restored immediately upon the
completion of Licensee's purchase transaction for additional Service Credits for the subscription account. w
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ARTICLE 6—ONLINE CONTENT;THIRD-PARTY CONTENT AND WEBSITES 0
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6.1 Online Content.ArcCiI5 Online Data is included as a component of Online Services and is licensed under the ter•nis of M
the License Agreement. N
6.2 Third-Party Content and Websites.Online Services and ArcGIS Website may reference or link to third-party websites
or enable Licensee to access,view•,use,and download third-party Content.This Agreement does not address Licensee's use o
of third-party Content,and Licensee may be required to agree to different or additional terms in order to use third-party
Content. Esri does not control these websites and is not responsible for their operation,content,or availability;Licensee's use 4)
of any third-party websites and third-party Content is as is,without warranty,and at Licensee's sole risk.The presence of any
links or references in Online Services to third-party websites and resources does not imply an endorsement,affiliation,or
sponsorship of any kind. �
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ARTICLE 7--LICENSEE'S WARRANTIES
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Licensee warrants that Licensee's Content or use of Online Services with a product,process,or system not supplied by Esri or N
specified by Esri in its Documentation will not(i)infringe or misappropriate any third-party intellectual property rights or c
proprietary rights,(ii)violate any third party's privacy rights or any applicable law,or(iii)contain or transmit to a third party
any Malicious Code.Except as prohibited by applicable law.Licensee agrees to defend,indemnify,and hold harmless Esri –r
from and against any claim,action,liability,or demand arising out of a breach of tfre foregoing warranties. ar
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SECTION 2—TERMS OF USE FOR SPECIFIC ONLINE SERVICES
Specific Online Services are subject to the terms of use set forth in the notes referenced below:
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• ArcGIS Online(1;2;Addendum 2,Note I; • Community Analyst(3;Addendum 2,Note 1; m
Addendum 2,Note 0 Addendum 2,Note 4} L
• Business Analyst Online(3;Addendum 2,Note 1; • Esri Community Analyst AN for Adobe Flex,
Addendum 2,Note 4 Q
Microsoft Silverlight.SOAP,and REST(5, m
• Business Analyst Online Mobile(3;Addendum 2. ! Addendum 2 Note 1;Addendum 2 Note 4
Note 1;Addendum 2,Note 4) • Esri Location Analytics API for Adobe Flex,
• Esri Business Analyst Online API for Adobe Flex, Microsoft Silverlight,SOAP,and REST(5; J
Microsoft Silverlight,SOAP,and REST(5; Addendum 2,Note l;Addendum 2 Note 4) N
Addendum 2,Nate 1;Addendum 2,Note 4) Redistricting Online(2;Addendum 2,Note 1)
• MapStudio(2a;4;Addendum 2 Note 1;Addendum 2,
Note q)
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Notes
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1, In addition to the common terms of use of Online Services:
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a. Licensee may use Licensee's ArcGIS Online account to build a Value-Added Application(s)using the ArcGIS N,
Online Development Tools and Services enabled through Licensee's ArcGIS Online Plan account for Licensee's
internal use,
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b. Licensee may also provide access to Licensee's Value-Added Applioation(s)to third parties,subject to the following g
terms: U)
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i. Licensee may allow Anonymous Users to access Licensee's Value-Added Application(s).
ii. Licensee shall not add third parties as Named Users to Licensee's ArcGIS Online account for the purpose of c
allowing third parties to access Licensee's Value-Added Application(s).This restriction does not apply to
third parties included within the definition of Named Users. E
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iii. Licensee shall not provide a third party with access to ArcGIS Online Services enabled through Licensee's i
ArcGIS Online account other than through Licensee's Value-Added Application(s).This restriction does Q
not apply to third parties included within the definition of Named Users. m
iv. Licensee is responsible for any fees accrued through the use of Licensee's ArcGIS Online account by third c
parties accessing Licensee's Value-Added Application(s).This includes Service Credits required to support
third-party Online Services usage and any additional subscription fees for Online Services as required. J
v. Licensee is solely responsible for providing technical support for Licensee's Value-Added Application(s). y
vi. Licensee will restrict third-party use of Online Services as required by the terms of this Agreement.
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c. For ArcGIS Online ELA and Organization Plan accounts:
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i. Licensee is also permitted to:
(1) Charge an additional fee to third parties to access Licensee's Value-Added Application(s),subject to the w
terms of this License Agreement;or ea
(2) Transfer Licensee's Value-Added Application(s)to a third party's AreGIS Online account,subject to the
following:
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(a) Licensee may charge third parties a fee for Licensee's Value-Added Application(s),
(b) Licensee is not obligated to provide technical support for the third party's general use of its ArcGIS a=i
Online account not related to Licensee's Value-Added Application(s). E
(c) Licensee is not responsible for any fees accrued through the third party's use of Licensee's Value-
Added Application(s)that have been transferred to or implemented on the third party's ArcGIS Online :a
account. Q
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(d) Licensee is not permitted to invite licensees of an ArcG1S Online Public Plan to participate in private
groups.This restriction also applies to licensees of Education Plan accounts and NPONGO Plan
accounts.
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d. For ArcGIS Online Public Plan accounts,Education Plan accounts,and NPONGO use of ArcGIS Online E
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Organization accounts:Licensee is not permitted to charge an additional fee to third parties to access Licensee's m
Value-Added Application(s)or generate more than incidental advertising revenue as a consequence of the IM
deployment or use of the Value-Added Application(s).Charging a fee to access Licensee's Value-Added y
Application(s)or generating more than incidental advertising revenue requires an AreGIS Online ELA or N
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Organization Plan account. �
e. ArcGIS Online Public Plan accounts:
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i. Public Plan accounts are licensed for the personal use of an individual.Any use of Public Plan accounts by an
individual for the benefit of a for-profit business or a government agency is prohibited. Q-
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• This restriction does not apply to educational institutions when used for teaching purposes only,qualified W
NGOtNPO organizations,and press or media organizations.Individuals affiliated with these specific types to
of organization are permitted to use ArcGIS Online Public Plan accounts for the benefit of their affiliated C9
organization(s).
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ii. Public Plan account licensees are not permitted to create private groups or participate in any private group LO
created by licensees of AreGIS Online Organization,Education,NGONPO,or ELA Plans.
f. Licensee is not permitted to be the licensee of an ArcGIS Online account for or on behalf of a third party, o
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• This restriction does not apply to education institutions that are permitted to license ArcGIS Online Public >
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Plan accounts on behalf of registered students of the education institution for teaching purposes only.
Education institutions are also permitted to provide access to a single ArcGIS Online Public Plan account
to more than one(1)registered student when used for teaching purposes only. aa)
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g. The terms"Online ELA account,""Organization Plan account,""Public Plan account,"and"Education Plan"
account refer to different types of ArcGIS Online accounts.
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2, Terms of Use for ArcGIS Online Content and Task Services: ur
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a, The following ArcGIS Online Content and Task Services are not subject to ArcGIS Online Organization Plan fee-
based Service Credit consumption usage.There is no fee(unless otherwise noted)to use these services up to the N
predefined maximum usage limits shown below,Use of these services beyond the predefined usage limits requires .0
an additional fee.These services may be used only in conjunction with ArcGIS Software or an ArcGIS Online a
account. a)
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i. Map Services,Imagery Services,and Geometrh Services:Licensee may put these services to any use consistent
with these terms of use,subject to an aggregate limit of fifty million(50,000,000)transactions during any W
twelve(I2)-month period."Transaction"is defined in the Documentation at the ArcGIS Online Content ,
resource center at httn://links.esri.com/aeol/transactiondef.
ii. Standard Task Services(available at htt ://tasks.arc isonline.com :Licensee may put these services to any use
consistent with these terms of use,subject to the following:
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• Standard Geocoding Services:Licensee may use these services for search capabilities only,and results
may not be stored for later use.Whenever results are stored for later use,a subscription is required,
• Standard Rowing Services:Licensee is subject to a limit of five thousand(5,000)routing requests(as E
defined in the Documentation)during any twelve(12)-month period.
iii. Subscription Task Services('available at hM.�llpremiurntasks.arc 'sonline com):Upon Licensee's payment to Q
Esri of the applicable fee(s),Licensee may put these services to any use consistent with these terms of use.
Licensee may store results for later use.
E300 Page 14 of 16 12107/2012
Packet Pg. 180'
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iv. Sample Services:Licensee may use these services for internal evaluation and development purposes only.All
licenses for AreGIS Online Services are subject to these terms of use and any additional restrictions or
requirements identified in the Documentation,
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The following AreGIS Online Service is subject to AreGIS Online Organization Plan fee-based Service Credit E
consumption usage: m
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AreGIS Online World Geocoding Service(available at htta,11 eocode.arc s.com Licensee may use this service for Q
search capabilities at no cost,but results may not be stored for later use.Upon Licensee's payment for an AreGIS y
Online subscription or Service Credits,Licensee may batch geoeode and store results for later use.
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3. Licensee may not display or post any combination of more than one hundred(100)Esri Business Analyst Online or y
Community Analyst Reports and maps on Licensee's external websites. y
4. Licensee may create,publicly display,and distribute maps in bard copy and static electronic format for news-reporting Q-
purposes,subject to any restrictions for ArcGIS Online Data set forth in Addendum.Note I. +;
5. Licensee may develop software or web applications that use Business Analyst Online API,Community Analyst API,or W
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Location Analytics API to access,query,create,display,and redistribute Reports and resultant static,electronic maps to to
end user(s)of Licensee's software or web applications.If Licensee has an anonymous user subscription,Licensee may C9
provide access to Licensee's Value-Added Application(s)to anonymous end users,limited to the number of Reports
Licensee has.paid for.End user(s)of Licensee's software or web applications may use Reports and maps for internal
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purposes only and not for further redistribution. "Report(s)"means any formatted output created by the Business Analyst
Online API,Community Analyst API,or Location Analytics API Products,which includes PDF,CSV,Excel,HTML, ^,
and XML formats.Licensee shall not redistribute any Data in vector formats.Licensee and Licensee's end users are `-
prohibited from using Reports or other output generated by Business Analyst Online API,Community Analyst API,or o
Location Analytics API as a substitute for Business Analyst Online API,Community Analyst API,or Location Analytics .A
API,including,but not limited to,(i)combining and including such output in one or more files or databases and >
(ii)making such output available through a multiuser computer application.For clarity,end users may save Reports
locally for their own internal use.For publicly facing applications developed with Business Analyst Online API
(Canadian Edition),Reports and Data may be produced or exported in static formats only(e.g.,JPEG,PDF);Licensee m
must ensure that Licensee's application does not allow Canadian Edition Reports to be exported as CSV,XML,HTML,
or XLS files or in any other format that readily enables extraction or manipulation of the file's contents.Licensee is
solely responsible for providing technical support for Licensee's Value-Added Application(s).
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City of San Bernardino
Information Technology Division
Interoffice Memorandum
To: Allen Parker, Acting City Manager
From: Ruth Parish, GIS System Administrator, Information Technology
Subject: Sole Source Purchase Request for Maintenance and Support of the
City's GIS Software, pursuant to Municipal Code Chapter
3.04.010(B) (3)
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Date: May 29, 2013 0)
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copies: Q
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The City GIS is based on ESRI's software suite of products and has been in J
use at the City since approximately 1993. The Information Technology N
Department recommends that the City continue to obtain these services from
ESRI, Inc. for the following reasons: Q'
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1. ESRI, Inc. is the de7eloper of the City's GIS software, and is the sole W
source for maintenance and support of this software.
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2. It is essential that a maintenance and support contract be in effect
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for this mission critical system. Ln
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The Information Technology Department requests that the City Manager
authorize a sole source purchase of maintenance and support services for the p
City 's financial system from ESRI Inc. , pursuant to San Bernardino Municipal A
Code Section 3.04.010(B) (3) . >
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Approved by: J
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Allen Parker, aftoft,* City Manager
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March 12,2013
Ms. Ruth Parish
GIS System Administrator
City of San Bernardino
Information Services Department
300 North D Street
San Bernardino,CA 92418
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Dear Ruth,
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Per your earlier discussion with Jan Cunningham,please find below a proposal for
the renewal of the Esri Enterprise License Agreement(ELA)which expires July 21, N
2013.This proposal letter will cover pricing and key business terms for this type of Q-
agreement.
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The ELA with City of San Bernardino(the City)will be for three years and will grant N
the City unlimited access to the ESRI products listed below,including maintenance t�
on all software covered under this agreement for the term of the agreement. The ,.
t°^ agreement will be effective on July 22,2013 and requires a firm three-year N
commitment from the City.
The City of San Bernardino has the reputation as a leader in GIS in the region and is c
looked upon as a leader in the deployment of technology and citizen services. The .2
City has deployed a considerable amount of Esri technology. Esri's work with cities
of similar size indicates that there is significant potential to apply GIS in many X
additional technical,business and market areas within the City of San Bernardino.
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For these reasons,we believe the City of San Bernardino will greatly benefit from
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renewing the Enterprise License Agreement.A renewal of the ELA will provide the a
City numerous benefits including: 0
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• a lower cost-per-unit for licensed software
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• substantially reduced administrative and procurement expenses
• maintenance on all ESRI software deployed under this agreement within the vii
City w
• complete flexibility to deploy software products when and where needed
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Proposed payment terms for the ELA,developed to reflect your anticipated
deployment schedule,are as follows: ;a
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2013 2014 2015 Total
Total Annual Fee , R
380 New York Street 909 793 2853
Redlands,California 92373.8100 usn infooesrixom esri.com Packet Pg. 183
5.H.d
Esri products and services to which the City will have unlimited term license access
during the term of this agreement are:
• ArcGIS for Desktop Products—Advanced(Arclnfo), Standard(ArcEditor),
Basic(ArcView)(Single and Concurrent Use)
• ArcGIS for Desktop Extensions—ArcGIS 3D Analyst,ArcGIS Spatial .
Analyst,ArcGIS Geostatistical Analyst,ArcGIS Publisher, ArcGIS
Network Analyst,ArcGIS Schematics,ArcGIS Workflow Manager,Esri
Production Mapping and ArcGIS Data Reviewer.(Single and Concurrent a,
Use) a
• ArcGIS for Server Products—ArcGIS for Server Enterprise or Workgroup
(Advanced, Standard and Basic)
• ArcGIS for Server Extensions—ArcGIS 3D Analyst,ArcGIS Spatial
Analyst,ArcGIS Geostatistical Analyst,ArcGIS Network Analyst,ArcGIS
Schematics,ArcGIS Workflow Manager,ArcGIS Image(Single and o.
Concurrent Use)
• ArcGIS Engine W
• ArcGIS Engine Extensions—ArcGIS 3D Analyst,ArcGIS Spatial Analyst, Ln
ArcGIS Geodatabase Update,ArcGIS Network Analyst,ArcGIS Schematics
(Single and Concurrent Use)
• ArcGIS Runtime-Standard N
• ArcGIS Runtime Extensions—ArcGIS 3D Analyst,ArcGIS Spatial
Analyst, ArcGIS Network Analyst(Single Use) o
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Also included in the ELA are: >
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• Esri Developer Network(EDN)— 1 annual subscriptions to the ESRI
Developer Network
• ArcGIS Online—Level 2 Organization Plan(up to 50 named users& J
10,000 credits) N
• Esri CityEngine Advanced- 1 license(Single or Concurrent Use) 0
All current City of San Bernardino employees and in-house City of San Bernardino Q
contractors will be eligible to use the products above. w
The following key business terms and conditions will apply:
• Use of the unlimited quantities of Esri licenses provided to the City of San W
Bernardino under this ELA will extend through the term of the agreement. c
These licenses will expire at the end of the term unless the ELA is renewed. E
• Any Esri software products that are covered under this agreement which the
City of San Bernardino has deployed prior to entering into this term license w
agreement will be considered outside of the agreement.Maintenance on a
those licenses will be suspended during the term of the agreement.At the end
of the term agreement(if not renewed)the City may choose to reinstate the
maintenance contract on these pre-existing licenses without penalty of paying
back maintenance.
Packet Pg. 184
5.H.d
• Software may only be deployed and used on City of San Bernardino owned
equipment.
• Esri technology that may be embedded in third-party products purchased by
City of San Bernardino is not included under this agreement.
• City of San Bernardino will establish a single point of contact for orders and �.
deliveries,and will be responsible for redistribution to eligible users.
• If City of San Bernardino wishes to acquire and/or maintain Esri products
during the term of the agreement that are not included in this proposal,they
may do so at pricing customarily offered to City of San Bernardino for a
software and maintenance. y
• The 2013 payment will be due within 30 days of contract signature. 2014 and
2015 payments will be due within 30 days of the anniversary date of the
contract.
• City of San Bernardino will establish a Tier 1 support center to field calls Q
from internal users of Esri products. City of San Bernardino may designate a;
up to 4 individuals who may directly contact Esri for Tier 2 technical W
support. T
• City of San Bernardino will provide an annual report of installed Esri 0
products,including the department in which each product is installed,to Esri. M
• Esri products that City of San Bernardino is eligible to use will be N
automatically available for downloading.
■ City of San Bernardino will receive 4 complimentary annual registrations to
the Esri International User Conference.
■ The details of this agreement will be confidential and may not be disclosed Mn
by the contracting parties.
This proposal is valid for 30 days after the date received by the City of San a;
Bernardino.
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Esri and the City of San Bernardino have a long and rich history working together. I o
appreciate the opportunity to present you with this proposal;one that I believe will '
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bring great benefits to your organization.Thank you very much for your Q
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consideration. w
Best regards, w
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Ken Blankinship
Regional Sales Manager-California/Hawaii/Nevada
Packet Pg. 185