HomeMy WebLinkAboutContracts & Agreements_73-96_CCv0001.pdf Environmental System Resewth b inc.
380 New York Sow
K . . . Red . 9 92373
{9p4}'193- 3
BETA SITE AGREEMENT
Contract No.
This Beta Site Agreement(Agreement)describes the objectives, tears,conditions,and
responsibilities for conducting beta testing of E iRII&Software and Related Materials between
Environmental Systems Research Institute, Inc. RI), with its principal place of business at
380 New York Street, Redlands, California 92.373-81{X},and C-Ly Of Rediands
(Beta Site,ha :.n its
principal place of mess at _35 Ca£ter t r r i r, � P.0 fox 3005,
Redlands, C1 9227-3
I . Reservation of Ownership and Grant of License
RI retains exclusive rights, title, and ownership of any beta copy of the Soft-ware d pelaa_
Materials licensed under this Agreement and, hereby, grants a personal, nonexclusive,
non sf le,royalty-five license to Beta Site stalely for the purpose of testing the Software and
Related Materials as delivered,in accordance with the terms and conditions herein. This license
shall become effective upon receipt of any beta versions of the Software and Related Materials and
shall terminate upas receipt of the commercial release of the Software and Related Materials from
ESRI Customer Service. No authorization is granted to make any modifications or derivatives to
the Software and Related Materials.
The preexisting ESRI Software License Agreement(s)with Beta Site are incorporated herein by
this reference and are applicable to the beta ve, ion(s)of the Software and Related Materials used
during the beta Ming period. During the term of the Agreement, SSRI reserves the right to
supplement and/or addend additional license agreement(s) for new software releases(s)as they
become available.
2 . Proprietary Rights
The Software and Related Materials delivered are proprietary to ESRI and contain tra& secrets,
inclusive of unpublished specifications. In exchange for the license granted herein,Beta Site
agrees to retain all Software,Related Materials,and information delivered or provided to it in
confidence until ESRI commercially releases same,or the license is terminated,and then agrees
to conform to the ESRI Software License terms concerning such Software and Related Materials
described in Section 5. All rights, title,and ownership in patents,wademarks,copyrights,trade
secrets,know-how,or any other proprieLary rights in the Software and Related Materials remains
exclusively with ESRI.
Beta Site shall not sell,transfer, lease, lend, assign.time-share, sublicense. publish, l ,
display,car otherwiselee available So Rel rials in any f including,
but not limited to,flowcharts, logic diagrams,object code, source code, or technical
documentation,to any other person or entity without the written permission of an authorized SSRI
representative. Beta Site shall secure and protect the Software and Related Materials in the same
manner and to the same degree it pro is its own proprietaryinformation,using no less than a
reasonable standard of care. Beta Site shall allow access to the Software and Related Materials
ESRI is a mtstered rademwt of Environmental System Resew th Institute,Inc.
G-375 1 11/9/95
JEAvironnwnw system Rese=h InsuaAe,Inc.
380 New Yak Save
fed .CA 9n-T3
)791-2953
only for those persons within its organisation who have a need to know for purposes of the beta
test and agrees to instruct the employees of their obligations hereunder.
3 . Beta: Testing
At the scale discretion of the Beta Test Coordinator,ESRI reserves the right to determine which
Software and Related Materials,subsequent interim beta rete (s), and/or patch{es}will be made
available to Beta Site to test during the term of the Agreement.
The intended purpose and objective of this beta test is to emum that the ESRI Software and Related
Materials:
• Meet the specifications as identified in its accompanying documentation;and
• Meet Software performance and reliability standards,and
• Meet software ' ability standards.
Beta Site will wide experienced d support staff as needed for the duration of the test,
and will complete and forward documentation of its testing program at the request of ESRI. Beta
Site will maintain all results of testing in confidence and agrees not to disclose details pertaining to
the Software,Related Materials,or test results.
The SSRI Beta Test Coordinator, identified when you receive the Software and Related Materials,
will be the contact for user support services. Standard user support service is not available until
the Software and Related Materials is commercially released.
mason upon the
t of written notice
The beta test may be In such a Beta discontinued
ite may be requesat any time for t d by ESRI o re all Software and Related
party. ed
Materials provided to it during the beta test.
4 . Warranty and Limitation of Liability
THIS SOFTWARE AND RELATED MATERIALS ARE PROM IDED TOOSBETA
S OR
SITE "AS IS" AND WITHOUT WARRANTY i OF ANY ND,
IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF
PERFORMANCE, M[ERCHANTABILITY, OR FITNESS FOR A PARTICULAR
PURPOSE BETA SITE BEARS ALL RISK AS TO THE QUALITY AND
pERFORMANCE OF THE SOFTWARE AND RELATED .
SSRI and Beta Site agree that the Software and Related Materials will be used only for testing
purposes. leo guaranteei commercial re of ' So and Rel rials
wil contain the same or similar functionality. ESRI reserves the right to make any change it
necessary deems
or desirable to the Software and Related Materials, including,but not limited to,changes
that e prior data storage methods unreadable or macro language routines `inoperable.
RI shall not be liable for direct,indirect,special,incidental,or consequential damages related to
Beta Sites use of the Software and Related Materials,even if ESRI is advised of the passibility of
such damage.
G-375 2 11/9/95
Environmental Systems Research Institute,Inc.
380 New Y(Xt Sonet
Redlands.CA 42313
(909)143-2853
�
5 , Term and Termination of Beta License
The term of the Agreement is from September 1, 1995,to December 31, 1997,which shall be
extended as necessary by ESRI. Upon receipt of announcement by SSRI that the beta test for the
identified Software and Related Materials is complete,Beta Site will delete all beta versions of the
Software and Related Materials from its computer systems)-or network(s),and either return or
destroy all remaining Software and Related Materials. BETA SITE SHALL THEN
CERTIFY IN WRITING TO ESRI THAT THE ABOVE STEPS HAVE BEEN
TAKEN.
If the Beta Site has licensed a new release of the Software and Related Materials or is current on its
software maintenance, as applicable,by the completion of the beta test,the Beta Site Agreement
will terminate and the terms of the then-current ESRI Software License Agreement(s) that
accompanies the Software and Related Materials shall have full force and effect or the preexisting
ESRI Software License Agreement(s) will remain in effect,including the warranty and limitation of
liability provisions therein.
6 . 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.
Attachment A ESRI Software License Agreements(ARC/INFO Software,Related
Materials, and Extension Licenses)
Attachment B ESRI Software License Agreements (Desktop Software,Related Materials,
and Extension Licenses)
IN WTTNESS 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 and Agreed:
CITY �IRONM].NTAL SYSTEMS
otI�ZA nS RESEARCH INSTITUTE, INC.
(Beta Site (SSRI)
By .e j
Authorized i ature v Authorized Signature
Printed Name: Swe r Larson Printed Name. LAORA DANGERMOND
Title: Mayor Title: VICE PRESIDEN
Date. Ju 1-ly 16 , 1996 Date:
AT`T'EST.
Cit C1 erk f
G-375/PS 3 1119195
EnyboamewAl System Rene Inc.
380 New Yort SVW
(M)793-
ATTACHMENT A
RI SOFrWARE LICENSE AGREEMENT
COMNERCIAL and STATE GOVERINMEINTS
Contract No.
This is a license agreement and not an agreement for sale. This license agreement(Agreement)is
between City of Redlands (Licensee)
and Environmental Systems Research Institute, RI),and gives Licensee certain
rights to use the proprietary AR FO'10 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 Gmnt of Dice Rl retains exclusive title and
ownership of any copy of the Software and Related Materials licensed under this Agreement and,
hereby,grants to Licensm 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
rr.ceipt,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 SSRI 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 ESRFs proprietary rights.
Definitions: As used herein, the following words, phrases, or terms in this Agreement shall
have the fallowing 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 activation code supplied by SSRI under this
Apwment-
.License Manager" is the installed softwart program that administers the distribution of the
licensed number of Software copies to requesting end user-s.
Permitted Uses:
RI employs a nondestructive License Manager to lanit use of the licensed Software to
specific computer networks and/or computer systems. As each configuration of central
processing units or networked system may be unity,Licensee agrees to conforrn
Licensee's use of the Software to the Software system configuration licensed from ESRI. Said
configuration is incorporated herein by this reference,inclusive of any written modifications
approved by ESRI.
ARCANFO is a xt of Enwonmental Syue=Itese=h Inc.
- ?S A-1 11/9/95
Environnnentaal System Pese=h Inc.
_ 390 New Yo►t Saw
Redlands.CA 92373
{949)793-M3
• 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.
Cases Not Permitted:
• Licensee shall not sell, rent, lease,sublicense,lend, tine-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 A nt.
• Licensee shall not reverse engineer, decompile,or disassemble the Software,or make any
attempt to unlock or bypass 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 rials.
*
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 ESRI. Any purported assignment without such consent shall be null and
void..
"Perm: 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 ESRTs then current licensing
policies. The Agreement will automatically terminate without notice if Licensee fails to comply
with any provision of this Agreement- Licensee will them return to ESRI the Software,Related
Materials, and any whole or partial copies,c 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: A one (1) year complimentary period of support is provided with each
license effective from the date of keycode issuance. Support consists of software and
documentation updates and access to Telephone Laser Support and other bcnefits that are specified
in the cur-rent ARC FO Luer Support Policy. Software support beyond the complimentary
period is available,payable yeafly in advance, and subject to rates and policies then in effect-
Limited
ffect..L i Warranty. ESRI warrants that the unaltered Software will substantially conform to the
Related Materials for a period of one (1) year from the date of keycode issuance. ESRI warrants
mediathat the upon which the Softwareis provided and Related Materialsbe free from defects
in materials and workmanship under normal use and service for a period of ninety 90)days from
the date of receipt.
RI DISCLAIMS ALL OTHER WA HER EXPRESS OR IMPLIED,
INCLUDING,BLTr NOT LIMITED TO,THE IMPLIEDWARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR P SE,WITH RESPECT
TO THE SOFTWAREA TT .S.
G-375 A-2 1119195
Ent ' Sys R ch Iresti .
::J J 380 New' ort Save
JJ„ RedUnds.Cry 43.373
}
"3-M3
Exclusive Remedy and Limitation of Liability: During the warranty period, ESRI's entire
liability and Licensee's exclusive remedy shall be, at ESRTs option, to attempt to correct or work
around effors,to replace the Software and Related Materials in accordance with the ESRI
ARC/lN'FO User Support Policy, or to retum the license fees paid and terminate the Agreement
upon the Licensee returning the Software and Related Materials to ESRI or its Distributors with a
copy of Licensee's receipt. ESRI shall not be liable for indirect, special,incidental,or
consequential es related to Licensee's use of the Software and Related Materials,even if
ESRI is advised of the possibilityof such damage.
Indemnity: ESRI, at its own.expense, will defend and indemnify Licensee from all claims that
the Software and Related Materials ftmshed under this Agreement infringe a U.S. Copyright,
provided that Licensee gives ESRI prompt written notice of such claims and permits ESRI the scale
right to control the defense of all such claims d provides ESRI all reasonable cooperation-
As any Software and Related Materials which are or in the opinion of ESRI may become subject
to a claim of infringement,ESRD at its option, will obtain right for Licensee to continue using
the Software and Related Materials or replace `f Software and dated Materials so as
to make them noninhinging. If none of the alternativealtematives are available on commercially reasonable
terms then Licensee agrees to return the Software, and Related Materials upon ESRTs written
request.
RI will not rode .nify or defend Licensee y infringement claim resulting from Licensee's
modification or alteration of any Software and Related Materials.
This section states ESRFs entire obligation to Licensee and Licensee's sole and exclusive remedy
for copyright infringement-
Export
nfringe nt-
E rt Regulations. Licensee acknowledges that this Agreement and the performance thereof
are subject to compliance with any and all applicable United laws, regulations,or orders
relating to the export of computer software or know-how relating thereto_ ESR-10 Software and
Related Materials have been determined to be Technical Data under United States export laws.
Licensee agrees to comply with all laws, regulations, d orders of the United States in regard to
any export of such Technical D Licensee agrees not to disclose or re-export any Technical Data
received under this Agreement in or to any countries for which United States govemment
requires an expert license or other supporting documentation at the time of export or transfer,
unless Licensee has obtained pri written authorization from ESRI and the U.S. Office of Export
Control. The counties restrictedat the time of this Agreement arc Cuba,Iraq,Libya, Montenegro,
North Korea, and Serbia.
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 ESDI.
ESRI is a regiucred audemmi of Env` mental System Rftcamh .Inc.
G- 75 A-3 111915
..... rnV W Sys wamn sic
380 New Yore Suftl
j. Rands,CA 92373
)793-2853
Order ofPrecedence: Any conflict between the terms of this License Agreement and any
Purchase Order or other terms shah be resolved in favor of the terms of this License Agreement.
Additional Software Licenses: Additional ARC/NFO or extension software licenses may be
ordered without signed amendments provided following language is incorporated in the signed
Purchase r: "By accepting this or-der,both parties agree to amend the Master Software
License Agreement Dumber between and
Environmental Systems Research Institute, Inc. R.I;,dated U_nsert baster Software License
=at 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 Sart 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 ars authorized representative of each party. The
attachments are as follows:
Attachment A Registered Client Information
Attachment B—Licensed Configuration
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 and Agreed:
CITY OF REDLANDS ENVIRONMENTAL SYSTEMS
RESEARCH INSTITUTE, INC.
(Licensee)
Authorized Signature -Authorized Signatures
Printed Name: Swen Larson Printed Name. LAURA DANGERMOND
Title: Mayor Title: VICE PRESIDENT
Date: July 16 , 1996 Date: Air 2 1996
ATTEST:
Ci Clerk
G-375 A-4 11/9195
=nvuviuncituia ay °mn irtwtu%c.uiv-
ij
-
380 New Yate Save
Radtafids.CA 42373
(409)793-2853
011,111111111111,01
AT"TAC E= R
ESRI Software License Agreement
This rs a license,oven"
mid ax ash eat for ram. This license oVeeMM(AWMIMM)is between the end user(Liceaaee)and Es sal Syst
Re Inc.(ESM and fives Licensee certain lima n to use die propneury ES .os-tine y
docuractimucte,and am Studes,and are kevco&or hardware key,as topticsibir referred mss'Software end Related Materials 3. All nghts
sex apeoftany gained is this Agmemew art merved to EMU
Reservation of Grow a ESRI mount exchistvt tine and Ownership ofthe of Ae tad Re els banned
u anHess and m a umisve, la inYusc the are and Re s on the
eivro d sena of t Agreement. From the dor of mm;w- to w rotionable effort to pioneer be Software and Relied Materials from
ustaudiumard me. mprodumttiti. dhstrebatsas, Or publacaasot.
Copyright: The S ftwa re and Related htraials art owned by SSRI mad its parry s)saidart tax United Stews ght laws and
Vpti tws anwor s one 4 the Ser and titasasals a tier dna ant have
copynght laws tw rift protect E:SRrs proprietary rum Licemest may clleatt is the Simple Macro tie(SIAL )
AutoLISP'*stxepts.angor Avenuarw tempts developed by Licosee use#the respective andfor acnpong
€ltse
License may on the member of copses of the Software and Peland Materials for which license fees have been paid an the s)andmir
composer t)for s own"internal tie. Lf tx Software and Raised Mincruh cannot Ara!media(i.e_.both 3, disimet said
Clhu+l.thea easy only ase nae(1)set of dee deal pre may am use tae o media an t s)
�raci5c s;,or ban.stat iew,or to user
Li sear of of der Set far wbiett foes have been pari auto the permanent sursp
s)as the s)andoor specific s).
Lacenter amy mare routinecomputerbnly one(1)009v of the and archival Matenalt for chives aro the tof this
Agromboo mairss the right h ac only
pound to Liceanue is wrirag by SSRI.
LACOMUC natx sae.copy,1114m,MstidifY, Vitun Worts of the 09-WW kCMCMnOn far LneUbee t ascan' use.
The purrean of Are -tine documesestiou 411ptal materials shall examine an hem the and
mandantern of at shall pats the# copyright iedgaE s n j is the oe-line
docioncesument: 'Portions,of this document include isselocrual property of SSRI and sat=ad bertist by permission. Copyright C 194_Envuronental
System Research Interest.Inc, All Rights
tiara Not Pernbsok
• Laomesce than nae self.rest .ma4 amp.time-share..or aznder,in whom or is part,air provide unlicensed third puresen access to prior
ter present versions of the Software and R-claud Moenws.sap or 's rights under this
Licemift shall not reverse migumm,dee ie,at din it the Softwum or make any attempt to smock or bypass the
hardware fey used.as aMlicabir subjeo to°local Law
Licensee doll sot malm additional copies of the or Related Materials beyond that described is the Permimxl Use section
Lmmimm shall ant remove or obscure any ESRC ctipyng a or madermat ocescrs.
Terse: The license granted by this Arvemod is for a tam of tare(3)years.which witl be automatically renewed for subsequent&am(3)yew terms at tie
additional became fac to ESRF&;hero t licensing policies. T'he Agreement shalt automatically temum went mace if Licenser faits to comply
with any provision of this Agreement, Licemer gta11 that return to ESRI the Software.Retrad Matenals,updnesi.and any wham or partial copies,codes.
modifications..sod merged portieas in gray forte The parties hereby agree that all provisions which opmor to proem the rights of ESRI shall roman is form
should breach occur.
Limited annoy: ESR!warrants that etre media ugat wbKt the Software and Stood Mmertals are provided will be Erne from defog in mawnsh and
worknmnkp ander awiffil use and seance for a period of money(90)days been the date of
£X FOR THE ABOVE.EXPRESS LW ED WARRANIUS.THE SOFTWARE AND MATERIALS CONTAMM TVMREIN ARE PROMED
'AS IS:WTTHO TT WARRANTY OF ANY KIND.ErMER EXP .04CLLW4C.BLIT NOT LVArrM TO,THE RKPLIEZ3 WARKANIMS
OF M3 tt ANTABaM AND FITNESS FOR A PAR'ITCL,'6.AR PVRPOSE
The sample{hots are provided for tutortal purposes only and should ant be rebed rose for any
purpose-
ExclusiveReue*y and LAsotatiew of tx: During the warruarv, penod.Mrs esure loolity arid 's estclushve remedy that!be the return of the
honest fee pod for the Softwsm and Related Materials in accordance with the ESRI Customer Assurance Pmvm for the Software and Relaxed Mocnali that do
act mores a Lzme rd Warruary rad that am returned an ERI atm dealen wnk a copy of Licauser,t proof of PSYMCUL
int be>able for or a as 's we of dee Software and Related Materials.even if ESRI
is advised®f the of such avow
Winvierinlis balm or debry, by ESKI in enforrat ane right or Agreement shall be coamued n a waives of any those or other exiermse of
such 641K air nnoedx by ESRI
Ovdirr of Prenwh ee: Any conflict betweec the urem of this Apeenww asid nay FAS-DFAR.purchase arm.or other terms sball be readived is favor of the
men*exprened is this_ subpec,,to dee US '&
edgm that this and the performance therectfate subjeLi in compoerice with ane and all United
or Orden reasons:to rt or -bow arcs and Related Mausnake have beca
determined to be Technical Dust assuer Use sed Stom export kws Lacerate sigeno to conely war all laws and arms of the Lmod Smes in
rem so any expert of each T ser to thicost or any Tachocio tam ruxtsv,a fez tuts Agreement to or to any
cowitures for whKh the Lhated States Citiveraracat notares we export homar or ather supporting tocammemim,or the time of export or minstcr,outlets
Licensor baa diamond prior tars frous ESk1 and the U.S"Office of Export CoatroL The countries restricted at the time of dus Agreement art
Cuba.hsq, and
U.S ° Use aid disclosure by dr U.S Cha ur u m a set f a FAR SZST.1t
Abortion M(g)(3)MM 1 AR), J51-227-19€3L.rV"4 N 19or DFARS#252. - 013 tc}[IXcj( 1 L is applicabie- Coomwtw4A&mufacturr is
En ' Sxtesons laic..3803 New Yore Califortutt 92373 USA,
Gemonalog Lir*: Tiffs Agrecaurat is griverved by the ion of the United Stairs of AArenta and thr Star of California indent nefereace sea corifuct of laws
PrinctPle-
Zadsw
Agate: Thr partift agree that tun combarict the sole and of the Peter at at the sat Meffi bereur and supoodes,ray
prrvwm agreement,understandings,and arn&punsxs between than parom reducing burned and is c6ectivit.oxid.and binding upon the parties
ESRI is at levacmd Vademark Of Environmental System Rtwwch its.
19dacra:LAKoW( )and A tie tradettrsarts Of Eavirtaaat MAI System Research IMMUMC.lac,
G-375/PS B-I 11/9/95