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Environmental Systems Research Institute,Inc.,38o New York St.,Redlands,CA 92373-8100 USA•TEL 909-793-2853•FAX 909-793-5953
ESRI SOFTWARE LICENSE AGREEMENT
COMMERCIAL and STATE GOVERNMENTS
Contract No. 96S 1274
This is a license agreement and not an agreement for sale. This license agreement(Agreement)is between City of
Redlands,California(Licensee),and Environmental Systems Research Institute,Inc. (SSRI), and gives Licensee
certain limited rights to use the proprietary ARC/INFO®software,extensions,and related materials(Software and
Related Materials). All rights not specifically granted in this Agreement are reserved to ESRI.
Reservation of Ownership and Grant of License: ESRI retains exclusive title and ownership of any copy
of the Software and Related Materials licensed under this Agreement and,hereby,grants to Licensee a personal,
nonexclusive,nontransferable license to use the Software and Related Materials pursuant to the terms and conditions
of this Agreement. From the date of receipt,Licensee agrees to use reasonable effort to protect the Software and
Related Materials from unauthorized use,reproduction,distribution,or publication.
Copyright: The Software and Related Materials are owned by ESRI and are protected by United States copyright
laws and applicable international treaties and/or conventions. Licensee agrees not to export the Software and Related
Materials into a country which does not have copyright laws that will protect ESRI's proprietary rights.
Definitions: As used herein, the following words,phrases, or terms in this Agreement shall have the following
meanings:
Software"means the actual copy of all or any portion of the computer programs delivered on the Software
Media Kit,inclusive of backups,updates,or merged copies permitted hereunder or subsequently supplied by
ESRI.
"Related Materials"means all of the printed materials,user documentation,training documentation,and
confidential software activation code supplied by ESRI under this Agreement.
"License Manager"is the installed software program that administers the distribution of the licensed number of
Software copies to requesting end users.
Permitted Uses:
• ESRI employs a nondestructive License Manager to limit use of the licensed Software to specific computer
networks and/or computer systems. As each configuration of central processing units and/or networked systems
may be unique,Licensee agrees to conform Licensee's use of the Software to the Software system configuration
licensed from ESRl. Said configuration is incorporated herein by this reference,inclusive of any written
modifications approved by ESRI.
• Licensee may install the Software onto the licensed computer systems.
• Licensee may make only one(1)copy of the Software for archival purposes unless the right to make additional
copies is granted to Licensee in writing by ESRI.
ARC/INFO is a registered trademark of Environmental Systems Research Institute,Inc.
A96-S1274/SC 1 4/10/96
Uses Not Permitted:
• Licensee shall not sell,rent,lease,sublicense,lend,time-share or transfer,in whole or in part,or provide
unlicensed Third Parties access to prior or present versions of the Software and Related Materials,any updates,
or Licensees rights under this Agreement.
• Licensee shall not reverse engineer,decompile,or disassemble the Software,or mare any attempt to unlock or
bypass the License Manager software program used.
• Licensee shall not alter,modify,or create any derivative works of the Software and Related Materials.
• Licensee shall not make additional copies of the Software and Related Materials.
• Licensee shall not remove or obscure any ESRI copyright or trademark notices.
Assignment: Licensee shall not assign this contract or Licensee's rights hereunder without the prior written
consent of SSRI. Any purported assignment without such consent shall be null and void.
Term: The license granted by this Agreement is for a term of three(3)years,which will be automatically renewed
for subsequent three(3)year terms subject to ESRI's then current licensing policies. The Agreement will
automatically terminate without notice if Licensee fails to comply with any provision of this Agreement. Licensee
will then return to ESRI the Software,Related Materials,and any whole or partial copies,codes,modifications,and
merged portions in any form. The parties hereby agree that all provisions,which operate to protect the rights of
ESRI,shall remain in force should breach occur.
Software Support: ESRI provides no complimentary period of software support. Software support is available,
payable yearly in advance,and subject to rates and policies then in effect.
Limited Warranty: ESRI warrants that the media upon which the Software is provided and Related Materials
will be free from defects in materials and workmanship under normal use and service for a period of ninety(90)days
from the date of receipt.
ESRI DISCLAIMS ALL OTHER WARRANTIES,EITHER EXPRESS OR IMPLIED,INCLUDING,
BUT NOT
LIMITED TO,THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE,WITH RESPECT TO THE SOFTWARE AND RELATED MATERIALS.
Exclusive Remedy and Limitation of Liability: During the warranty period, ESRI's entire liability and
Licensee's exclusive remedy shall be to replace the Software and Related Materials. ESRI shall not be liable for
indirect,special,incidental,or consequential damages related to Licensee's use of the Software and Related Materials,
even if ESRI is advised of the possibility of such damage.
Indemnity: ESRL at its own expense,will defend and indemnify Licensee from all claims that the Software and
ment infringe a U.S.Copyright,provided that Licensee gives ESRI
Related Materials furnished under this Agree
the sole right to control the defense of all such claims and
prompt written notice of such claims and permits ESRI
provides ESRI all reasonable cooperation.
As to any Software and Related Materials which are or in the opinion of ESRI may become subject to a claim of
infringement,ESRI,at its option,will obtain the right for Licensee to continue using the Software and Related
Materials or replace or modify the Software and Related Materials so as to make them noninfringing. If none of the
alternatives are available on commercially reasonable terms then Licensee agrees to return the Software and Related
Materials upon ESRFs written request.
ESRI will not indemnify or defend Licensee from any infringement claim resulting from Licensee's modification or
alteration of any Software and Related Materials.
2 4/10/96
A96-S1274/SC
This section states ESRI's entire obligation to Licensee and Licensee's sole and exclusive remedy for copyright
infringement.
Export Regulations: Licensee acknowledges that this Agreement and the performance thereof are subject to
compliance with any and all applicable United States laws,regulations,or orders relating to the export of computer
software or know-how relating thereto. ESRD Software and Related Materials have been determined to be Technical
Data under United States export laws. Licensee agrees to comply with all laws,regulations,and orders of the United
States in regard to any export of such Technical Data. Licensee agrees not to disclose or re-export any Technical
Data received under this Agreement in or to any countries for which the United States government requires an export
license or other supporting documentation at the time of export or transfer,unless Liceappe hasobtained prior
written authorization from ESR1 and the U.S.Office of Export Control. The countries restricted at the time of this
Agreement are Cuba,Iran,Iraq,Libya,and North Korea.
Severability: If any provision(s)of this Agreement shall be held to be invalid,illegal,or unenforceable by a
court or other tribunal of competent jurisdiction,the validity,legality,and enforceability of the remaining provisions
shall not in any way be affected or impaired thereby.
No Implied Waivers: No failure or delay by ESRI in enforcing any right or remedy under this Agreement shall
be construed as a waiver of any future or other exercise of such right or remedy by;SSRI.
Order of Precedence: Any conflict between the terms of this License Agreement and any Purchase Order or
other terms shall be resolved in favor of the terms of this License Agreement.
Additional Software Licenses: Additional ARC/INFO or extension software licenses may be ordered without
signed amendments provided the following language is incorporated in the signed Purchase Order: "By accepting this
order,both parties agree to amend the Master Software License Agreement Number 96S 1274 between City of
Redlands,California,and Environmental Systems Research Institute,Inc.(ESRI),dated[insert Master Software
License AgLeg-m-gen-1 datel,which is incorporated herein by reference,to include the above software licenses,which are
hereby licensed under the same terms and conditions."
Governing Law: This Agreement,entered into in the County of San Bernardino,shall be construed and enforced
in accordance with,and be governed by,the laws of the State of California without reference to conflict of laws
principles. The parties hereby consent to the personal jurisdiction of the courts of this county and waive their rights
to change venue.
Entire Agreement and Amendments: This Agreement and the Attachments, which are incorporated by
reference,constitute the sole and entire agreement of the parties as to the matter set forth herein and supersede any
previous agreements,understandings,and arrangements between the parties relating hereto. Except as otherwise
expressly provided herein,any Amendments to this Agreement must be in writing and signed by an authorized
representative of each party. The attachments are as follows:
Attachment A—Registered Client Information
Attachment B—Licensed Configuration
Attachment C—SSRI Desktop Software License Agreement
SSRI is a registered trademark of Environmental Systems Research Institute,Inc.
A96-S1274/SC 3 4/10/96
IN WITNESS WHEREOF,the parties hereto have executed this Agreement to be effective;valid;and binding upon
the parties as of the date below as executed by their duly authorized representatives.
Accepted
ENVIRONMENTAL SYSTEMS
CITY CSE REDLANDS,CALIFORNIA RESEARCH INS'T'ITUTE,
(Licensee
m B
Autlecl Sign Authcized Signature
Printed N Sven Lia on,, Tits or Printed Naive. Laura D mond
ATTEST
Title
STTitle gK` Title: Vice Presi
eal xr ce .�, ePi y City �
Date. y 7, 1996 Date
A96'-SI '74ISC 4 4110196
ATTACHMENT A
Registered Client Information
Client Name:
City of Redlands.California Peripherals Currently Used as Part of GIS
System (check only if used):
Manufacturer Digiti Plotter Printer
CalComp ❑ ❑ ❑
Primary Contact:
Raster Graphics ❑
Mr. Gary G. Phelps
Versatec ❑
Mailing Address:
Numonics ❑
P.Q. Box 3005
Redlands, CA 92373 Aitek El
GTCO ❑
Telephone No.: (909)798-7698 Summagraphics F-1 F-1 ED
Fax No.: (909)798-7670 X terminals
(Manufacturer)
Large Format
Ship Original Software To: Ink jet Plotters
(Manufacturer)
City of Redlands.California Other ❑ ❑ 0
Attn: Mr. Gary G.Phelps
Address: Client's Contract Administrator's
35 Cajon St.. Ste. 15A Name:
Redlands, CA 92373 Mr. Gary G. Phelps
Address:
P.O. Box 3005
Redlands, CA 92373
Telephone No.: (909)798-7698
Fax No.: (909)798-7670
A96-S 12741 SC 5 4110196
x ,_. w� �,r W w � v. ��
ATTACHMENT B
Licensed Configuration
Base CPU and CPU Operating System
Make/Model: Operating System: AOSIVS UNIX ULTRIX VMS
Serial#: Other(Specify)
Media Type Required: CD—ROM (Circle One)
DAT Tape(HP only) OS Version
Site (End User) Technical Contact Name:
Mr. Gary G Phelps
Telephone:
(909)798-7698
Installation Address:
35 Cjjjon St Sty 15A
Redlands, CA 92373
Licensed Software
Floating Maintenance/
License User Support
Software Licensed (Quantity) Pri. Sec.
ARC/INFO 1 None*
ARC NETWORK 1 None*
ARC TIN — — —
ARC COLO — — —
ARC GRID 1 None*
ArcScan — — —
ArcEx cess — — —
ArcStorm — — —
AreView I None*
Avenue —
Software donated by FSItI. No support provided in accordance with license agreement.
A96-S 1274/SC 6 4/1 t1J96
ATTACHMENT C
ESRI Desktop Software License Agreement
This is a license agreement and not an agreement for sale. This license agreement(Agreement)is between the end
user(Licensee)and Environmental Systems Research Institute,Inc.(ESRI),and gives Licensee certain limited rights
to use the proprietary ESRI0 desktop software,on-line and/or hard-copy documentation and user guides,and software
keycode or hardware key,as applicable(hereinafter referred to as"Software and Related Materials"). All rights not
specifically granted in this Agreement are reserved to ESRI.
Reservation of Ownership and Grant of License: ESRI retains exclusive title and ownership of the copy
of the Software and Related Materials licensed under this Agreement and,hereby,grants to Licensee a personal,
nonexclusive,nontransferable license to use the Software and Related Materials based on the terms and conditions of
this Agreement. From the date of receipt,Licensee agrees to use reasonable effort to protect the Software and
Related Materials from unauthorized use,reproduction,distribution,or publication.
Copyright: The Software and Related Materials are owned by ESRI and its third-party licensor(s)and are protected
by United States copyright laws and applicable international laws,treaties,and/or conventions. Licensee agrees not
to export the Software and Related Materials into a country that does not have copyright laws that will protect
ESRI's proprietary rights. Licensee may claim copyright ownership in the Simple Macro Language(SMLTM)
macros,AutoLISP®scripts,and/or Avenue TM scripts developed by Licensee using the respective macro and/or
scripting language.
Permitted Uses:
• Licensee may use the number of copies of the Software and Related Materials for which license fees have been paid
on the computer system(s)and/or specific computer network(s)for Licensee's own internal use. If the Software
and Related Materials contain dual media(i.e.,both 3.5-inch diskettes and CD—ROM,then Licensee may only use
one(1)set of the dual media provided. Licensee may not use the other media on another computer system(s)
and/or specific computer network(s),or loan,rent,lease,or transfer the other media to another user.
• Licensee may install the number of copies of the Software and Related Materials for which license fees have been
paid onto the permanent storage device(s)on the computer systems)and/or specific computer network(s).
• Licensee may make routine computer backups but only one(1)copy of the Software and Related Materials for
archival purposes during the term of this Agreement unless the right to make additional copies is granted to
Licensee in writing by ESRI.
• Licensee may use,copy,alter,modify,merge,reproduce,and/or create derivative works of the on-line
documentation for Licensee's own internal use. The portions of the on-line documentation merged with other
software,hard copy,and/or digital materials shall continue to be subject to the terms and conditions of this
Agreement and shall provide the following copyright attribution notice acknowledging ESRI's proprietary rights in
the on-line documentation: "Portions of this document include intellectual property of ESRI and are used herein
by permission. Copyright Q 199_Environmental Systems Research Institute, Inc. All Rights Reserved."
Uses Not Permitted:
• Licensee shall not sell,rent,lease,sublicense, lend,assign,time-share,or transfer,in whole or in part,or provide
unlicensed third parties access to prior or present versions of the Software and Related Materials,any updates,or
Licensee's rights under this Agreement.
• Licensee shall not reverse engineer,decompile,or disassemble the Software,or make any attempt to unlock or
bypass the software keycode and/or hardware key used,as applicable,subject to local law.
• Licensee shall not make additional copies of the Software and/or Related Materials beyond that described in the
Permitted Uses section above.
• Licensee shall not remove or obscure any ESRI copyright or trademark notices.
Term: The license granted by this Agreement is for a term of three(3)years,which will be automatically renewed
for subsequent three(3)year terms at no additional license fee,subject to ESRI's then-current licensing policies. The
Agreement shall automatically terminate without notice if Licensee fails to comply with any provision of this
Agreement. Licensee shall then return to ESRI the Software,Related Materials,updates,and any whole or partial
ESRI is a registered trademark of Environmental Systems Research Institute,Inc.
Simple Macro Language(SML)and Avenue are trademarks of Environmental Systems Research Institute,Inc.
A96-S I274/SC 7 4/10/96
n k
copies,codes,modifications,and merged portions in any form. The parties hereby agree that all provisions which
operate to protect the rights of ESRI shall remain in force should breach occur.
Limited Warranty: SSRI warrants that the media upon which the Software and Related Materials are provided
will be free from defects in materials and workmanship under normal use and service for a period of ninety(90)days
from the date of receipt.
EXCEPT FOR THE ABOVE EXPRESS LIMITED WARRANTIES,THE SOFTWARE AND RELATED
MATERIALS CONTAINED THEREIN ARE PROVIDED"AS IS,"WITHOUT WARRANTY OF ANY KIND,
EITHER EXPRESS OR IMPLIED,INCLUDING,BUT NOT LIMITED TO,THE IMPLIED WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
The sample data are provided for tutorial purposes only and should not be relied upon for any purpose.
Exclusive Remedy and Limitation of Liability: During the warranty period, ESRI's entire liability and
Licensee's exclusive remedy shall be to replace the software and related materials.
ESRI shall not be liable for indirect,special,incidental,or consequential damages related to Licensee's use of the
Software and Related Materials,even if ESRI is advised of the possibility of such damage.
Waivers: No failure or delay by ESRI in enforcing any right or remedy under this Agreement shall be construed as
a waiver of any future or other exercise of such right or remedy by SSRI.
Order of Precedence: Any conflict and/or inconsistency between the terms of this Agreement and any FAR,
DFAR,purchase order,or other terms shall be resolved in favor of the terms expressed in this Agreement,subject to
the U.S. Government's minimum rights unless agreed otherwise.
Export Regulations: Licensee acknowledges that this Agreement and the performance thereof are subject to
compliance with any and all applicable United States laws,regulations,or orders relating to the export of computer
software or know-how relating thereto. ESRI Software and Related Materials have been determined to be Technical
Data under United States export laws. Licensee agrees to comply with all laws,regulations,and orders of the United
States in regard to any export of such Technical Data. Licensee agrees not to disclose or re-export any Technical
Data received under this Agreement in or to any countries for which the United States Government requires an export
license or other supporting documentation at the time of export or transfer,unless Licensee has obtained prior
written authorization from ESRI and the U.S.Office of Export Control. The countries restricted at the time of this
Agreement are Cuba,Iraq,Libya,and North Korea.
U.S. Government Restricted/Limited Rights: Use, duplication, and disclosure by the U.S. Government are
subject to restrictions as set forth in FAR§52.227-14 Alternate III(g)(3)(JUN 1987),FAR§52.227-19(JUN
1987),DFARS §252.227-7015 (JUN 1995) [Technical Data],and/or DFARS §227-7202[Computer Software],as
applicable. Contractor/Manufacturer is Environmental Systems Research Institute,Inc.,380 New York Street,
Redlands,CA 92373-8100 USA.
A96-S 1274/SC 8 4/10/96