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ENTERPRISE LICENSE AGREEMENT
(E119G 2/07)
ESRI,380 New York st.,Redlands,CA 92373 800 USA•TEL 909-793-2853•FAX 909-793-5953
Agreement No.2007ELA5055
This Enterprise License Agreement including the documents listed below(collectively,
the City of Redlands("City")and Environmental Systems Research Institute, Inc. ("ESRI")an
March 4 2008 "Agreement"or'BLA")is between
("Effective Date"). This Agreement entitles City to license ESRI Software, Data, Web
Services,and Dd is effective
ocumentation, and procure maintenance,over a limited, fixed period of time from
to a payment of fees and the terms of this Agreement as specified herein.
the Effective Date subject
This Agreement is comprised of the following documents which are incorporated herein b ref
1• Enterprise License Agreement signaturepage(s) Y reference:
2• Enterprise License Terms and ConditionE512, including;
• Appendix A A, Software and Deployment Schedule
• Appendix B, Enterprise License Fee Schedule
• Appendix C, City Annual Deployment Report
• Appendix D, ELA Points of Contact
• Appendix E, Tier i Help Desk Authorized Individuals
[Optional]Appendix E,Eligible Agencies
3- License Agreement—Agreement No.2007MLA5055
• General License Terms and Conditions,E200
• ESRI Exhibit 1, Scope of Use, E300
The parties acknowledge that they have read and understand this Agreement and agree to be bou
conditions contained herein.
nd by the terms and
This Agreement constitutes the sole and entire agreement of the parties as to the subject matter set
supersedes any previous agreements,proposals,presentations, understandings,and arrangements between
to such subject matter. Any modifications or amendments to this Agreement must be in writingand
herein and
representative of each party. en the parties relating
ACCEPTED AND AGREED: signed by an authorized
CITY OF REDLANDS ENVIRONMENTAL SYSTEMS
(City) ES ARCH INSTITUTE, INC.
By: ���'
Authorized Signature
Printed Name: Pat Gilbreath Authorized Signature
Title:- Mayor pro Tem
Printed Name: LAURA DANGERMOND
Date: March 4Title:
2008 b �e
Attest: �L-
Date: FED �i Vpan�ie Poyzer ;�Ie2rk�City CContact Information
Contact: Chief Information Officer
Address:_35 Ca 'on Street Ste 200 Telephone: (909) 798_7510
(PO BOX 3005 is mailing) Fax: (909) 798-7503
City, State, ZIP:
E-mail: jmcconnellecit
Redlands CA 92373 yofredlands or
Page 1 of I
E 1196 2/07
ENTERPRISE LICENSE TERMS AND CONDITIONS
�W
ESRf,380 New York St.,Redlands,CA 92373-8100 USA
TEL 909-793-2853.FAX 809-793-5953
ARTICLE 1—DEFINITIONS
All definitions in other parts ti the ELA shall have the same meaning in this Enterprise
addition,the following definitions apply s the ELA:
2P License Terms and Conditions. In
' "Deploy"or"Deployment"P yment means to redistribute or the redistribution of the Enterprise License Software b
Licensee's hardware.
' "ELA Maintenance"means Tier 2 Technical Support,
Rolled-In Software provided by ESRI. updates,and patches to the Ent y City to a
•' "Eligible Agencies"means all City agencies and the Redevelopment qo erprise License Software and
• "ELA Fee"means the fee set forth in Appendix B. p oency of the City of Redlands.
"Enterprise License Software"means the Software,Data, Web Services,and Documentation
A.
"Incident"means a failure of the Software to operate according to the Documentationidentified in A
substantially impacts operational or functional performance. Appendix
"License Agreement"means the General License Terms and Conditions(E200)and Exhibitwhere such failure
' "Licensee"means City and Eligible Agencies, inclusive of their internal end users.
' "Rolled-In Software"means Software, Data, Web Services,and Documentation licens1, Scope of Use(E300).
Athat Licensee acquired for use prior to the Effective Date.
"Technical Support"means a process to attempt to resolve reported Inc' es identified in Appendix
fixes,workarounds,replacement deliveries, or any other type of Software, Data,or D
modifications,
Incidents through error correction,patches,hot
' "Tier 1 Help Desk"means Cit Documentation corrections or
' "Tier 1 Su y Point of contact from which all Tier 1 Su
Support"means the Technical Support provided by the Tier 1 Help pDeskort �as the primarll be given toy contact
in attempted resolution of reported Incidents.
' "Tier 2 Support"means the Technical Su ct to Licensees
be resolved through the Tier 1 Su Support provided by ESRI to the Tier 1 Help Desk when the Incident cannot
Support
ARTICLE 2--GRANT OF LICENSE
2.1 Grant of License. Licensee's use of the Enterprise License Software is subject to the
additional terms set forth in this ELA. City shall remain primarily responsible to ESRI for compliance
terms and conditions forth
ELA.Rolled-In Software shall be licensed in accordance with
compliance by Licensees with the
Agreement and any
2.2 Beta License. Beta licenses are not available under this ELA_Therefore, Section 3 the License Agreement.
Agreement, is deleted in its entirety,
2>Beta License in the License
2.3 Consultant Access. Section 3.4, Consultant Access in the License Agreement,
License Software is restricted to use by consultants and contractors who are(i)working on-site at Licensee's facilities,
(ii)using Licensee's computers or machines,and(iii)working for the solebenefit of modified such that use of any Enterprise
ARTICLE 3---SCOPE OF USE Licensee.
3.
So wddltiona! Uses Permitted. The following additional Permitted Uses are hereby granted for the Enterprise License
a. For the term of the ELA, (except as permitted in the Li
City may copy and Deploy unlimited quantities of the Enterprise
Licensees.. No other Licensee has a right to copy(ecense
Enterprise License Software. iLicense Software to
r
b. Specific quantities of Pre-existing licenses may be Rolled-in if current on aid Agreement)or Deploy the
identified in Appendix A by City. Rolled-In Software shalt be subject to the terms and
P maintenance,provided they are
conditions of the ELA.
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E512 11/07
3.2 Uses se Not Permitted. In addition to the restrictions set forth in the License apply to the Enterprise License Software:
e Agreement, the following Uses Not Permitted
a• City shall not use,transfer,redistribute,or Deploythe
written permission of ESRI and a
Enterprise License Software outside of the United States
territories and outlying areas without the prior
Any such export shall be subject to U.S. Export Control Regulation requirements of t
b. Hard-copy Documentation may not be copied, s License Agreement.
e on additional fees, if any.
the L
ARTICLE 4--MAINTENANCE
4.1 ELA Maintenance.ELA Maintenance is included in the ELA Fee. ELA
benefits specified in the most current applicable ESRI maintenance policy(found
Section 4.1.ELA Maintenance does not include Technical to Maintenance includes standard maintenance
Software are eligible to receive ELA Maintenance. at w• d-In and Enterprise
as modified in this
Support for Web Services. Rolled-In and Enterprise License
a. Tier 1 Support Provided by City
(1) City shall provide Tier I Support through the Tier I Help Desk to all Licensee
(2) The Tier i Help Desk shall use analysts fully trained in the Software the are s
(3) At a minimum, Tier 1 Su s'
Operational questions as well as questions on installation and troubleshaoti supporting
Support shall include those activities that assist the user in resolving
(4) Tier 1 Support analysts shall be the initial points of contact for all questions an how to"and
analysts shall obtain a hall description of each reported Incident and the system temconfigurationI dem
This may include obtaining any customizations, code samples,or Data involved if applicable
Tier 1 Su
calfrom the Support
Licensee.
The analyst shall also use any other information and databases it may develop to sat'
(5) If the Tier I Help Desk can not resolve the Incident,an authorized Tier 1 elo D applicable, e the Incident.
ESRI'Technical Support. The Tier I Help Desk shall rovide Support p satisfactorily resolve Incidents.
and make solutions to problems available to Licensee p ay individual may contact
(6) City may asci pport in such a way as to minimize repeat calls
individual assign
two
(2)named a Tier I ESRI directly for Tier individuals Sidentified in Appendix
authorized individuals may be made b Support, Substitutes/changes to Tier 1 help desk
Y Y written notice to ESRI.
b. Tier 2 Support Provided by ESRI
(1) ESRI shall log the calls received from the Tier I Help Desk individuals.
(2) ESRI shall attempt to resolve the Incidents by assisting the Tier I Help Desk individuals and not the Licensees.
(3) When the Incident is resolved,ESRI shall
and the Tier I HelTier 1 Help Desk individuals,
communicate the information to the
p Desk shall disseminate the resolution to the Licensee.
(4) ESRI may,at ESRI's sole discretion
web site or deliver them on media. ,make patches, hot fixes,or updates available for downloading from ESRI's
ARTICLE 5—ORDERING,ADMINISTRATIVE PROCEDURES,DELIVERY
5.1 Purchase Orders,Deliver AND DEPLOYMENT
y,and Deployment
a• City shall issue a purchase order upon execution of the ELA and annually thereaft
in Appendix B. These fees steall be due and payable within thirty(3Q)days of the
tion of the ELA.
initial payment due within thinays er m accordance with the fee schedule
b• Upon receipt of a the initial Purchase order from of eCity, ESRI shall deliver five anniversary date of the ELA, with the
License Software to City for Deployment to Licensees. ESRI shall ship the media
ve(5)sets of media containing the Enterprise
Appendix D, FOB Destination with shipping charges Prepaid. Cit may effect at the time of purchase. to the ship-to address identified s
C. ESRI shall provide City with up to one hundred(1 00)hardware keys y purchase additional media sets at the prices in
prices in effect at the time of purchase. - Additional hardware keys may be ordered at the
d• ESRI shall provide registration numbers or keycodes;as applicable, to activate
program that enables the Software to operate
e. City shall Deploy, install,configure,and track the Enterprise License Software.the nondestructive copy protection
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E512 11/07
5.2 Purchase Order Requirements
a. Any Purchase orders issued by City shall reference and be subject to the
or different term contained in aterms and conditions of this ELA. No additional
shall be processed through City'�chasezed order or orderingdocument shall be binding.
b. The following information shall be included in each purchase order: �tioA
Point of contact. All orders pertaining to this ELA
(1) City name, ESRI customer number,and the ship-to address as identified in A
(2) Purchase order number.
(3) Applicable annual a Appendix D.
Payment due,or, for Unit-Priced Separately Orderable Items, the quantity,description, rice
and name of Licensee.
(4) On the face of the purchase order,print the following statement: If to Enterprise P
No.2007ELA5055."
rprise License Agreement
5.3 Annual Report of Deployments.At each anniversary date and ninety(90)days r•
City shall provide a written report, as set forth in A
or to the expiration date of this ELA,
shall be subject to audit by an authorized representative of ESRI. Y prior
Appendix C,to ESRI detailing Deployments to all Licensees. The report
5.4 ESRI International User Conference Registration.City shall receive ESRI International
annually for the term of this ELA in the quantities set forth in
registrations to Licensees. Third Appendix B.City is responsible for sdistributing ther Conferencee registrations
Conferences. Parties may not represent City or Eligible Agencies at any ESRI International User
ARTICLE 6—POINTS OF CONTACT; NOTICES
6.1 Points of Contact. Each party shall identify points of contact for ad
nistrative and
6.2 Notices. Except as set forth in Section 6.1, any notice,report, demand,or other communicationtechmcalissues in AD.
when made in writing in Eng PPendix iv
English and sent by courier;registered or certified airmail; by facsimile or other electrons
transmission;and confirmed by courier orb icor shall be properly
Y registered or certified airmail,properly addressed to the appropriate p y glen
address set forth above, until changed by notice in writing bc
airmail,notice shall be effective seven(7)days from the date of deposit with the courier iceI art
b y either party hereto to the otherparty. P Yat the
electronic transmission,notice shall be effective upon receipt,provided confirmation is If sent by courier or
shall be given at the following addresses: service or post office. If sent by
given as specified herein.Notices
To: ESRI
380 New York Street To: City of Redlands
Redlands, CA 92373-8100 P.O. Box 3005
Attn: Manager, Contracts and Legal Services Redlands, CA 92373-1505
ARTICLE 7—TERM,TERMINATION,AND EXPIRATION Attn: Chief Information Officer
7.1 Term. The term of the ELA shall be for th
terminated earlier as provided herein. ree(3)years from the Effective Date to
7.2 Termination for Convenience. This ELA may not be to unless this ELA is
7.3 Termination for a Material Breach. Either a terminated by either party for convenience.
breaching Party may terminate this ELA for a material breach by the other
g Party shall be given a period of ten(10)days from date of written notice to cure any materia
termination of this ELA by ESRI for a material breach,all licenses Deployed shall also to Party The
unpaid ELA Fees will be due and payable by City within thirty(30)days from the date of 1 breach. Upon
uninstall,remove,and destroy all Enterprise License Software, training
terminate,and the full amount of
modifications, or merged portions in any form. City shall execute and deliver evidence o termination. City or Licensee shall
evidence shall be in a form acceptable to ESRI. Licensee may continue use Rolled-In Software,subject to compliance with
a Termination of a Particular Licensee. ESRI may elect to terminate the license rights material breach without terminating this ELA with Ci
ten(10}days from date of written notice to cure an City or other Licensees. The breaching Licensee�sall be givecular na period of
y material breach. Upon the termination of the Licensee,any licenses for
for
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F-512 11/07
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4
a
Deployments provided to Licensee shall also terminate. City shall reasonably co
Licensee in material breach of this ELA, including
reduction in the ELA Fee if a Licensee's rights are terminated. y °pepecrate with ESRI in termination of a
b enforcement of the ELA with respect to such Licensee. There shall be no
7.5 License Term and Use Upon Expiration.Upon expiration of this ELA
�� including any updates to Rolled-1n Software, in accordance with t
Licensee shall notify , Licensee may continue to use the Deployments,
Licensee ESRI of the quantity and type of licenses for wht h Licensee terms and nelects toditions eturchh'n the License q Yments,
maintenance
the Enterprise se License must
Pay Back maintenance fees to reinstate mainten
Purchase standard maint�e�cenIf
beyond the quantities in use upon termination oras of the datety shall not Ofof expieploy ration.
ARTICLE 8—CONFIDENTIALITY
8.1 Disclosure of Fees for Unit-Priced Items.If Unit-Priced Items
to maintain Unit-Priced Item prices, fees, and discounts on City's Intranet, sub'ect t
are included in this ELA, ESRI gives permission to City
Licensees to support potential procurements. City shall use no less than the de
uses to protect its own confidential information or third party information a similar nature.o Password protection accessible to
notice on information concerning this ELA and its pricinggree of care. protect this information as it
Licensees and their employees,or on any other Web pages that make reference t tune. City must include the following
posted on or accessible through City Intranet that is accessible by
PRICING INFORMATION,INCLUDING APPLICABLE DISCOUNT RAs ELA, including order forms;
CONSIDERED CONFIDENTIAL AND PROPRIETARY INFORMATION.
AUTHORIZED LICENSE ACQUISITIONS,RECIPIENT SHALL NOT CO ES,CONTAINED HEREIN IS
PARTY,OR USE ANY PRICING INFORMATION FOR ANY OTHER C EXCEPT TO SUPPORT
COPY DISCLOSE R ANY THIRD
ARTICLE 9— T PURPOSE OR PROGRAM.
RELATIONSHIP OF THE PARTIES
The ELA does not constitute a Partnership,
itself out as such,nor shall ESRI or City be bound n become liable b
joint venture, or agency between ESRI and City y. Neither ESRI nor City shalt hold
because of any representation,action, or omission of the
ARTICLE I0—FORCE MAJE URE
If the performance of any obligation,except for the obligation of making
or interfered with by reason of fire, flood,earthquake,explosion,or other casualty
inability to procure or obtain delivery of parts,supplies, or power; war, threat of
b Payments, under this ELA is prevented,restricted,
violence;any law,order,proclamation,regulation, ordinance,demand, or requirement or accident;strikes or labor disputes;
or condition whatsoever beyond the reasonable control of the affected °r actual terrorist act, cyber-attack, or other
to the other a q mens of affected,
Agency;
party,shall be excused from such performance to the extent of such prevention,restriction, b y;or any act
Ply, the party so affecsed, upon giving prompt notice
ARTICLE 11---GIS STANDARD on,or interference.
City shall officially name ESRI as its GIS standard and act as a reference for other
as long as the ELA remains in effect. This ELA shall not be construed or interpreted retESRI customers and potential customers
City and its Eligible Agencies reserve the right to purchase from third parties an
rap d as an exclusive dealings a rs
City agrees that ESRI may Y of their requirements for GIS software'and
y publicize the existence of the ELA,
ARTICLE 12—CITY INDEMNITY
City agrees to assume full responsibility for assuring the Enterprise License So
Licensees only in accordance with the terms and conditions of this ELA. Cit a
directors,and employees for any and all claims, lconditio and expenses in greet licensed under this ELA is used by the
based on any breach of the ELA by a Licensee,
y grecs to indemnify ESRI, its officers,
(including reasonable legal fees)arising out of or
ARTICLE 13—ADMINISTRATIVE REQUIREMENTS
13.1 OEM Licenses.If Licensee obtains Software, Data,
equipment manufacturer(OEM)software program or product developed and licensed by an OEM business partner of ESRI
Licensee shall not be entitled to or seek any discount fromthe
Seryices,or any component thereof as
Part of an original
,
e OEM business partner or ESRI, directly or indirect)
Page 4 of 1; y, as a
E512 11/07
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result of or based upon the availability of such Software,Data,or Web Services
ELA. In addition,such Software,Data, Web Services,or any component thereof included Product will be licensed through the license agreement provided by the O Enterprise License Software under this
� ded in the OEM software program
EM business
13.2 Conversion to Limited Deployment or Unit-Priced Separately Orderable P gram or
partner and not through this ELA.
Software may contain i be developed with r newly acquired technology
(ii)third- a Software.Newer or updated ELA
Party intellectual property that requires a unit-based royalty fee or Prohibits Deployment
reserves the right to exclude such newer or updated versions of the ELA Software from the t
through a significant investment or
can be made available to City on a limited quantity basis or as Unit-Priced Separate! p Yment under a site license.ESRI
Licensee may continue to use the older(previous)version Deployed and ESRI will tables in Appendix A. Such items
with the Product Life Cycle Policy. Y Orderable Items. In such event,
Provide ELA Maintenance in accordance
13.3 Product Obsolescence. During the term of this Agreement some of the products
obsolete or will no longer be commercially offered or may no Longer be available for
to use a product that has been Deployed but support and upgrades for older products masted in Appendix n will become
and maintenance and availability ofproductsidentified in AppendixDeployment. i Licensee may continue
Support Status, which can be found at http://support.esri.com/index.cfm?fa=sof}wbje Y not be available. ELA Maintenance
and then clicking on "Product Life Cycle"for specific produlas.A shall be subject to each item's Product Life Cycle
lanahttp./support.esri.cOm/knowledgebase/relatedDoes/ProductLifeCycle.pdf, defines gateway t selecting the product type
plans P ESRI's Life Cycle Support policy,available at
the support phases and overall support
ARTICLE 14--GENERAL PROVISIONS
The General Provisions
and Limitations of Liability of the License Agreement shall apply to the entire ELA. If t
conflict among any of the other terms and conditions in the various documents,
as follows:(1)E119 Signature Page, (2)E512 ELA Terms and Conditions here is a
License Terms and Conditions. In the event City requires Enterprise Advantthe order of descending
Of the Enterprise Advantage program Agreement(EI25)are intended t � (3)E,00 Scope of USE, and precedence shaft be
aforementioned order of precedence.Except as otherwise ex age Program Services,the terms Eand conditions
o be interpreted independent of the ELA and the
ELA must be in writing and signed expressly provided herein, any amendment or Addendum to this
fined by an authorized representative of each party
f
y
Page 5 of 13
v-
E51211l07 ;
APPENDIX A
SOFTWARE AND DEPLOYMENT SCHEDULE
City may Deploy the Software,Data, and Documentation and access Web Services
in
below to Licensees. The quantities identified are the cum
of this ELA. up ai the total quantity of Licenses
cumulative quantities available in any given year for the term
Enterprise License Software—Unlimited Quantities
ArcGIS Desktop Software Software Rolled-In
Ar Info Quantities Total Qty/Seats
ArcEditor
ArcView Unlimited
Unlimited
ArcGIS Desktop Extensions Unlimited
Spatial Analyst
3D Analyst
Network Analyst Unlimited
Geostatistical Analyst Unlimited
ArcGIS Schematics Unlimited
ArcGIS Publisher Unlimited
Unlimited
ArcGIS Server Software Unlimited
ArcGIS Server Enterprise Advanced
ArcIMS
Unlimited
ArcGIS Server Extensions Unlimited
Spatial Analyst
3D Analyst
Network Analys Unlimited
Unlimited
Developer GIS Unlimited
ArcGIS Engine
Developer GIS Extensions Unlimited
3D Runtime
Spatial Runtime
Network Runtime Unlimited
Schematic Runtime Unlimited
Maplex runtime Unlimited
Unlimited
Toolkit Products Unlimited
PLTS Foundation
Unlimited
µ
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E512 11/07
APPENDIX B
ELA FEE SCHEDULE
The ELA Fee is S73,500-The Enterprise License Fee is in consideration for
Maintenance and ESR[International User Conference Registrations.ations. the Enterprise License Software ELA
Fee Year I Year 2
$24,500 Year 3
$24,500 Total
Number of Internationa►User $24,500 $73,500
Conference Registrations
6
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P51211/07
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APPENDIX C
CITY ANNUAL DEPLOYMENT REPORT
SAMPLE REPORT—This report shall be provided to ESRI as an Excel spreadsheet
or comparable for at.
ENTERPRISE LICENSE COUNTS
Unlimited Qty Licenses
Limited Qty Licenses f
Licensee and Location
i
E
Licenses will be counted by product and by location annually_
Limited quantity=licenses will be counted on an individual basis as the licenses are issued. They may y subsequently be
transferred atter notification to ESRI but may not exceed the total quantity licensed.
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E512 11/074
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APPENDIX D
0 FLA POINTS OF CONTACT
Either party may change its point of contact by written notice to the other party,
I. SSRI Point of Contact for order processing issues:
;Mame: Customer Service
SSRI Redlands
380 New York Street
Redlands,CA 92373-8100
E-mail: service@esri.com
Phone: 909-793-2853,ext.2001
Fax: 909-307-3083
2. ESR:I Contact for Technical Support issues:
E-mail: support@esri.com
Phone: 909-739-3774(domestic US only)
Fax: 909-782.0960
Web: support@esri.com
3. City Centralized Point of Contact for order release and administrative issues:
Name:
E-mail:
Phone:
Fax:
4. All deliverables to City shall be shipped to the address listed below:
City Office:
Name:
Address:
s
Page 9ofl3
E-512 11,107
APPENDIX E
TIER 1 HELP DESK AUTHORIZED INDIVIDUALS
Substitutes/changes to Tier I help desk authorized individuals may be made by written notice to ESRI.
I. Name:
Address:
Phone:
Fax:
E-mail:
I Name:
Address:
Phone:
Fax:
E-mail:
Palle 10 of 13
E51' 11;'07 j
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_ APPENDIX r
££!c!«££ AGENCIES
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Eligible AgencyName:
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Address-
Phone:
dd %M6 t . . . . .
Fax: . . . . . .
E-mail: . . . . . . . .
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