HomeMy WebLinkAboutContracts & Agreements_48-2011_CCv0001.pdf EN,rERPRISE LICENSE AGREEMENT
eisru (E I 19G 06/2009)
Esd,380 New York St.,Radlands,CA 92373-8100 USA-TEL 909-793-2853-FAX 909-793-5953
Agreement No.< 011E A2428
This Enterprise license Agreement including the documents listed below(collectively,"Agreement"or"ELA")is betuven
City of Redlands("City"), with its main offices located at'35 Cajon Road,Suite 221 Redlands,California 92-373,and
Environmental Systems Research Institute,Inc,(" sri"),and is effective as of the later date of the signatures below ovhen
signed by bath parties("Effective[)are").This Agreement prov ides for the licensing and deployment of certain Esri
Software,delivery of ELA maintenance.and provision of Fsri international User Conference registrations and any additional
seri,ices as specified herein:
This Agreement is comprised of the following documents wvhich are incorporated herein y=reference-.
1. Enterprise;License Agreement signature pagef s),El 19
1 Enterprise l..itense`3`erms and Conditions,E512, including,:
• Appendix A.Software and Deployment Schedule
• Appendix 13,Enterprise license IIee Schedule
• Appendix C.City Annual Deployment Report
• Appendix D.E LA Points of Contact
• Appendix E,Tier1, Help Desk Authorized Individuals
License Agreement—Agreement o-2011MLA2425
• General License Terms and Conditions_E20
• Esri Exhibit 1.Scope of Use,E.300
Note; Licensee is defined can first page of item 2 above.
The parties acknowledge ledge that they have read and understand this Agreement and agree to be bound by the terms and
conditions contained herein.
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 of each party:
ACC FP'TED AND AGREED:
ENVIR0 1 1 ;�15
CITY OF .E DL$tCNDS g(,. 1~}i."ESE A FI C � "t, 1'E,.I,Nc
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J&a'Lri
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Authorized iSignai�ure utEsor zest Sigtaatur '`°
Printed Name: Printed Name- Ch, i 8 Johnson
Title: r:;t- of Rolril grt�1, Title: Manager, Domestic Contracts
Date:m MU—1, 2011 _.. _ : _. �-_ � Date April 15, 2011
ATTEST: � r
S= I btty Clerk
E 11146; Pare I of 1 O(V2009
esirr, ENTERPRISE LICENSLTERMS AND CONDITIONS
Evi,380 New York St,Redlands,CA 92373.8100 USA-TEL 909-793-2853-FAX 909-793-5953
ARTICLE I—DEFINEVIONS
All definitions in other parts of the ELA will have the Same meaning in this Enterprise L=icense Terms and Conditions-In
addition,the following definitions apply to the FLA:
11 Deploy," "Deployment,"or"Deployed""means to redistribute,or the redistribution of,the Enterprise License
Software(and its related keyeodes/registration files),or its having been redistributed,by City,during the term ofthis
ELA for installation and use on Licensee's hardware.
"ELA Fee" mean%the fee set forth in Appendix B.E'LA Fee Schedule,
"ELA Maintenance" means Tier 2 Support,updates,and patches provided by Fsri for Enterprise License Software
and Rollcd-In Software.
"Enterprise License StAlware" means the Softvvarc(including Data-Weh Services,and Documentation provided
Nvith the particular iters)identified inTable A-1 and Table A-2 of Appendix A,Sol-1ware and Deployment Schedule.
Enterprise License Software does not include unit-priced items(s)or Esri technology that may be embedded in third
-
party products purchased by,Licensee,
• "Incident"means a failure ofthe Software to operate according to the Documentation where such failure
substantially impacts operational or functional performance.
• "License Agreement" means Esri Contract 201 IMLA2428.referenced on the signature page ofthis ELA.
• "Licensee"means City.For avoidance ofdoubt,the definition of Licensee will not include consultants or
contractors.
• "Rolled-In Sof vare" means Software of the same type as Enterprise License Soflovare that Licensee acquired for
use prior to the Effective Date that is current on paid maintenance(as shown in Esri's customer senvice records)and
that receives ELA Maintenance during the term ofthe ELA,
• "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 SoftAvare.Data,or Documentation corrections
or modifications specified in the most current applicable Esri U.S.Software Maintenance Program.
• "Tier I Help Desk"means City point ofcontact from which all Tier I Support will be given to Licensee.
• "'Fier I Support"means the Technical Support provided by the Tier I Help Desk as the primary contact to Licensee
in its attempted resolution ofreported Incidents.
• "Tier 2 Support"means the Technical Support provided by Esri to the Tier I Help Desk when the incident cannot be
resolved through Tier I Support.
ARTICLE 2—GkXNT OF LICENSE
2.1 Grant of License. Licensee's use ofthe Enterprise License Software is subject to the License Agreement and any
additional terms set forth in this Article 2 and in Article 3 below.Rolled-In Software will be licensed in accordance with the
License Agreement.
2.2 Beta License.Beta licenses tire not available under this VLA,Therefore.Section 3.2,Beta License.,in the License
Agreement is deleted in its entirety.
2.3 Consultant Access. Section 3.4,Consultant Access,of the General Terms and Conditions--13,200 in the License
Agreement is modified-to add the restriction that 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;(ii)remotely
accessing or using Enterprise License Software from Licensee's on-site Computers or machines,or(iii)remotely
using/accessing 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 Software upon completion ofwork for
Licensee,
2.4 City Responsibility.City shall remain primarily responsible to Esri for compliance by Licensees(including their users)
with the terms and conditions cit this ELA.
E512(i l>age I of 10 02,12010
ARTICLE 3—SCOPE OF IFSE
There are Additional Restrictions,permitted Uses,and Uses Not permitted for City and Licensoe incorporated into this ELA_
71 he Permitted Uses and Uses Not permitted sections of the General License Terms and Conditions portion of the License
Agreement,are modified by Sections 3.1 and 3.2 as follows;
3.1 Additional Permitted Uses.The following additional Permitted Uses are hereby granted to City for the Enterprise
License Softwarc:
For the term of theELA.City may copy and Deploy the Enterprise License Software to Licensees up to the quantities of
licenses granted in Appendix A.No other Licensee has a right to copy(except as permitted in the License Agreement)or
Deploy the Enterprise License Software.
3.2 Uses Not Permitted.In addition to the restrictions set forth in the License Agreement,the fbilowing Uses Not Permitted
apply to the Enterprise License Software-,
a. City shall not transfer,redistribute.or Deploy the Enterprise License Software outside the United States or its
territories or possession,without the prior vvi-itten perrili ssion of Esri and agreement on additional fees,if any
b, Licensee shall not use the Enterprise License Software outside the United States or its territories or possessions
without the prior written permission of F,sri and agreement on additional fees, if any. Any such export will be
subject to U.S. Export Control Regulation requirements of the License Agreement.
e, Hard-copy Documentation may not be copied.
d. Licensee shall not transfer,reiiistributc,or assign Enterprise License Software to any third party,without prior Esd
written permission.
ARTICLE 4—MAINTENANCE
4.1 ELA Maintenance. ELL Maintenance is included in the FOIA Fee, Coiled-In Software and Enterprise License Software
will receive ELL Maintenance,provided that standard maintenance is available for each item.ELA Maintenance includes
benefits specified in the most current applicable Esri U.S.Sof fare Maintenance program document(found at
we wL. )mas modified by this Section 4.1.
,
a. Tier I Support Provided by City
(1) Tier I Help Desk will provide Tier I Support to all Licensees,
(2) The Tier I Help Desk will use analysis fully trained in the Software they are supporting.
(3) At a minimum.'tier i support will Include those activities that assist the user in resolving how-to and
operational questions as well as questions on installation and troubleshooting procedures.
(4) `Cir I Support analysts will be the initial points of contact for all questions and Incidents.'Fier I Support
analysts shall obtain a full description of each reported Incident and the system configuration from the Licensee,
This may, include obtaining any customi/ations.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.
(5) If the Tier I Help Desk cannot resolve the Incidem all authorized`Fier I Help Desk individual nia),contact Esri
forTier 2 Support.The Tier I Help Desk shall provide support in such a way as to minirnize repeat calls and
make solutions io problems available to Licensee,
(6) City may assign up to twoT ier I Help Desk individual,.,.These individuals will be identified in Appendix E and
are the only individuals(callers)authorized to contact Etsri directly for Tier 2 Support-
b. Tier 2 Support Provided by Esri
(1) Esri shall log the calls received from the Tier I flelp Desk individuals,
(2) Esd shall review all information collected by and received from"Fier I Help Desk individuals including
preliminary documented troubleshooting provided by Tier I Help Desk when Ticr 2 Support is required,
(3) Fsri may,request thatTier 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 I Help I)csk,
Page 2 of 10
(:1) Esri shall attempt to resolve the Incidents submitted by'Fier I Help Desk by assisting the Tier I Help Desk
individuals and not the Licensees.
(5) When the Incident is resolved,Fsri shall communicate the irifiormation to titer Tier I Help Desk individuals.and
the"Pier I Help Desk shall disseminate the resolution to the Licensee.
(6) Esri may,at Fsri's sole discretion.,make patches,hot fixes,or updates available for downloading from Exri's
Web site or deliver them on media,
ARTICLE-9--ORDERING,ADMINISTRATIVE PROCEDURES, DELIVERY,AND DEPLOYMENT REPORT
5.1 Purchase Orders,Delivery,and Deployment
a.
City shall issue a purchase order upon execution of the ELA and annually thereafter in accordance with the fee schedule
in tAppendix B.These fees will be due and payable within thirty, (30)days ofthe anniversary date of the ELA.with the
initial payment due within,thirty(30f days of execution of the EL A
b. Upon receipt of the initial purchase order Lrom City,Esri shall deliver the number of sets of media listed in Appendix B
that contain the Enterprise License Software to City for City's Deployment to Licensees. Esri shall ship the media to the
ship-to address identified in Appendix D.ELL Points of Contact.FOB destination with shipping charges prepaid,City
may purchase additional media sets at the prices in effect at the time of purchase,
c, Esri shall provide City with hardware keys ordered oil an as-required basis.The maximum cumulative total of hardware
keys provided will not exceed the number listed in Appendix B.Additional hardware keys may be ordered at the prices
in effect at the time of purchase.
d. Esri shall provide registration numbers or key codes,as applicable,to activate the nondestructive copy protection
program that enables the Enterprise License Software to operate.-
e.
perate.e. City shall;Deploy,install,configure.and track tile Deployment status ofEnterprise License Softvvarc.
5.2 Purchase Order Requirements
a. Any purchase orders issued by City will reference,incorporate,and be subject to the terms and conditions of this ELA.
No additional,conflicting,or different terms contained in a purchase order or ordering document will be binding.All
orders and deliveries pertaining to this EL A will be processed through City's centralized point of contact.
b. The following information will be included in each purchase order:
(1) customer number and the ship-to address as identified in Appendix D.
(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
A a
.reement No.2011 LLA242&"
5.3 Annual Report of Deployments.At each anniversary date and ninety(90)days prior to the expiration date of this FLA.
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.
5.4 Esri International User Conference Registration. Esri shall provide risri International User Conference registrations to
City annually during the term of this ELA in the quantities set(firth in Appendix B.City is responsible for distributing the
registrations to Licensees."f parties may not represent or attend oil behalf of City at any Esri International User
(".onference,
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.
6.2 Notices. Except as set 6orth in Section 6,1,any notice,report,demand.or other communication will be properly given
when made in vviriting in English and seat by courier;registered or certified airmail,or facsimile or other electronic
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
sevene5ective se,en(7,t days from the date.oi'deposit with the co'urier service or post office.If sent by electronic transmission.
E5126 Page 3 of 10 02,L10 10
notice will be effective upon receipt,provided confirmation is given as specified herein.Notices will be given at the
following addresses:
To: Esri To: City
380 NeNN,York Street as listed in Appendix D
Redlands.CA 92373-StOO
Atm.: Manager,Contracts and Legal Services
ARTICLE 7—TERM,TERMINATION,AND EXPIRATION
7.1 Term.The term orthe ELA will be for the period listed in Appendix B,commencing on the Effective Date unless this
ELA is terminated earlier as provided herein.
7.2 Termination for a Material Breach. Either party may terminate this ELA for a material breach by the other part,,,,.The
breaching party will be given a period often(10)days from date of written notice to cure any material breach, Upon
termination of this I-ILA by Esri for a material breach,all licenses Deployed will also terminate.and the full amount of unpaid
ELA Fees vvill be due and payable by City within thirty(30)days from the date of termination. Licensees shall uninstall,
remove,and destroy all Enterprise License Soffivare.,training materials:and any whole or partial copies.modifications,or
merged portions in any form.City shall deliver evidence of such destruction to Esri,which evidence will be in a form
acceptable to Esri.Licensee may continue to use Rolled-in Soffivare.
provided Licensee,complies with the terms and
conditions of the License Agreement.Further, Fsri agrees that Licensee is not required to pay a maintenance reinstatement
fee for lapsed maintenance for Rolled-In Software i f Licensee orders maintenance at time of ELA termination.Other items
that may be included in this FLA such as access codes,and t Tser Conference registrations,will also terminate ifthis ELA is
terminated.
7.3 License Term and Use upon Expiration of ELA Term. Upon full payment of the ELA Fee and expiration of this ELA.
the License Agreement will survive,and Licensee may continue to use the Deployed Enterprise License Software and
Rolled-in Software in accordance with the terms and conditions set forth in the License Agreement. Licensee may order
standard maintenance upon expiration of ELA Term for Rolled-In Software for the next year without paying a maintenance
reinstatement fee for lapsed maintenance.Licensee shall notify,Esri of the quantity and type of licenses for which Licensee
.
elect%to purchase standard maintenance. If maintenance is not ordered for Rolled-in Software or Enterprise License Software
upon expiration of the ELA. it lapses, If.at a later date,Licensee decides to reinstate maintenance,Licensee must pay
maintenance fees from the date of ELA expiration(e.g.,back maintenance fees). City shall not Deploy additional copies(if
the Enterprise License Software beyond the quantities in use upon termination or as of the date of expiration.
ARTICLE 8—CONFIDENTIALITY
8.1 Esri Confidential Information.Certain terms and conditions of this ELA are confidential and proprietary information of
Elsri.Except as provided herein.City shall not publish or disclose the ELA(or contents)to any third party%vithout Esri's prior
written consent.Disclosure may be made only to those.-City employees and advisers of City(e.g.,outside Counsel or
accountants)who have a need to know to perform their duties and have an obligation of confidentiality. City may only
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 FLA may be disclosed to a contractor or
consultant.To the extent that any such disclosures may be required by law(such as an open/
public records request).City shall inform Esri of the requested disclosure,with a reasonable description of the requested
disclosure and identification of the requestor.in sufficient time for Fsri to assert any objection Esri may have to such
disclosure with the appropriate administrative or judicial body,
ARTICLE I)—RELATIONSHIP OF THE PARTIES
The ELA does not constitute a partnership,joint venture,or agency between Esri and City, Neither Esri nor C itywill hold
itself out as such,nor shall Esri or City be bound or become liable because of any representation.,action,or omission of the
other.
E51 26 Paee 4 of 10 0212010
ARTICLE 10—FORCE MAJEURE
Ifthe performance of any obfigation under this EILA is prevented,restricted.or interfered with by reason of tire,flood,
earthquake.explosion.or other casualty or accident-.strikes or labor disputes, inability to procure or obtain delivery,of parts,
supplies,or power; war,threat of or actual terrorist act,cyberattack,or other violence;any law,order,proclamation,
regulation,ordinance.demand,or requirement of any government agency-,or any act or condition whatsoever beyond the
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
restriction..
ARTICLE I1 IS STANDARD
City shall officially name Esti as its GIS standard and act as a reference for other Lsri customers and potential customers as
long as the EILA remains in effect.This ELA will not be construed or interpreted as an exclusive dealings agreement.and
City reserve the right to purchase from third parties any of their requirements for GIS so,ftware,or related
City agrees that Esri may publicize the existence of the ELA.
ARTICLE 12 ADMINISTRATIVE REQUIREMENTS
12.1 OEM Licenses. If Licensee obtains Softvvare, Data,Web Services'.or any component thereof as part of all original
equipment manufacturer(OF!vD software program or product developed and licensed by art OEM business partner of Esri,
Licensee will not be entitled to or seek any discount from the Ol"M business partner or Esri,directly or indirectly,as a result
of or based ulvn the availability of such Software,Data,or Web Services,as Enterprise License Softvvarc under this ELA.In
addition,such Software,Data,' Ieb Services,or any component thereof included in the OEM software program or product
will be licensed through the license agreement provided by the OEM business partner and not through this ELA,
12.2 Conversion of Enterprise License Software--Limited Quantity or Unit-Priced Item.Newer or updated Enterprise
License Software may contain or be developed with(i)newly acquired technology obtained through a significant investment
or(ii)third part; intellectual property that requires a unit-based royalty fee or prohibits Deployment under ar Site or enterprise
license.Esri reserves the right to exclude such newer or updated versions of tile Enterprise License Software from the list of
items eligible to be Deployed in unlimited quantities. Such iterns,can,be made available to City on a limited quantity basis or
as unit-priced items(s).In such event,Licensee may continue to use the older(previous)version Deployed,and Esri will
provide Technical:Support in accordance with the EISH Product Lifi Cycle Support Policy.
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 he available for Deployment.Licensee may continue to use Enterprise
License Software that has been Deployed.,but support and upgrades for older items may not be available.ELA Maintenance
and maintenance and availability of Enterprise License Soft-,vare identified in Appendix A will be subject to each item's Life
Cycle Support Status,which can be found at
by selecting the product type and clicking the product Life Cycle link for specific product plans, Esri's Product Life Cycle
.Support PolicN,,avai I able at j H,cL)rn,/knojv1cd gebas tedDocs,"Producj�ifq'ycle,-!�dd e fi mes the support
phases and overall support plans.
ARTICLE 13—GENERAL PROVISIONS
13.1 The General Provisions and Limitations of Liability of the License Agreement will apply to the entire F'LA.If there is a
conflict among any of the other terms and conditions in the various documents,the order of descending precedence will he as
follows:(1)E'119 Signature Page,(2)E512 ELA'Terms and Conditions,(3)E300 Scope of Use.anti(4)E200 General
License Terms and Conditions.
13.2 Survival of Certain ELA Clauses.The provisions of Articles 7.4 and 8 of this Enterprise License Terms and
Conditions document(F512)will survive the expiration or termination of this ELA.
F'S 120 Klge 5 of 10 02,12010
APPENDIX A
SOFTWARE AND DEPLOYMENT SCHEDULE
Citymay Deploy the Enterprise License Software up to the total quantity of licenses indicated below to Licensees.`rhe
quantities identified are the cumulative quantities available in any given year for the term of this E LA:
Table A-1
Enterprise License Software--Un invited Quantities
Product Total Qt}/Seats
Desktop Software
Arelrtti Unlimitcd
ArcEditor Unlimited
Arc is)x Unlimited
Desktop Extension Software
,ArcGIS Spatial Analyst
Unlimited
AreCTIS 3D Analyst Unlimited
Arc(AS Geostatistical Analyst Unlimited
ArcGIS Network Analvst Unlimited
Arc(AS Publisher Unlimited
ArcGIS Schematics Unlimited
Server Software and Extensions
ArcGIS Seiner Enterprise-Advanced Unlimited
ArcIMS Unlimited
ArcGIS Server Extensions D Analyst,Network Analyst,Spatial Analyst Unlimited
Developer
ArcGIS Engine.Runtime Deployments Unlimited
ArcGlS Engine Runtime Extensions -- .51)Analyst.,Spatial Analyst,Network Analyst,Are Unlimited
Schematics,arta aMaplex
Esri Production Mapping Unlimited;
Table A-2
Enterprise license Software—Limited Quantities
TotalQty./Seats
Item to He L ploy d
Standard Business Analyst Online annual subscriptions
t:iM Page 6 of 10 o2/2010
APPENDIX B
ELA FEE SCHED(jLE
The EtA Fee is 558.1000.00.The ELA Fee is in consideration of the Enterprise License Software,E.L.A Maintenance,and
Esri international User Conference registrations.
Year I Year 2 Year 3 ELA Fee
2011 2012 2013
Pavments $19,60.00 S79f600.00 519,606.00 S58,000.00
Number of annual ESR1 International 6 6 6
User Conference Registrations
Number of Sets of Backup Media,if 5 5 5
requested
Number of Sets of Media 5 5
Maximum Number of Hardware Keys 100 100 104
SLA.pursuant to Section 7.1 Three(3)years
7 0 f 10
APPENDIX C
C"IT"Y."tN1ti[.`AL DEPLOYMENT REPORT
SAMPLE REPORT—This report vvill he Provided to VsH as an Excel spreadsheet or comparable format.
ENTERPRISE LICENSE CO(JNTS
Unlimited Qty. Licenses Limited Qty.Licenses
II
l
p
Licensee and Location '
Licenses will be counted LSA product and location annually;
APPENDIX D
FLA POINTS OF CONTACT
Either party may change its point of contact ley mitten notice to the other party,
1. Fsri point of contact for order processing issues:
Name: Customer Sen ice
Esri Redlands
380 New York Street
Redlands,CA 92373-8100
E-mail: rtct ari:czfY
Phone $89-3774575
Fax- 909-307-3083
F ri contact ct for Tier 2 Support issues:
E-mail surljolt ,esr.coo
Phone: 909-793-3774(domestic U.S.only)
Fax: 909-792-0960
Web: su )rt cr,~sr'i.crrtn
3. City centralized point of contact for order release and administrative issues:
fume: David Hexem._,Chief Information Officer
E-mail: dheemkitycafredlands.nrg
Phone: (909) 335-4705
Fax: (909) 798-7503
4, All deliverables to City%will be shipped to the address listed below:
+Cityt3tTrce:QeDt of Innovation and Technology (DoIT)
Name, Philip Miel e
Address: 35 Calon Street,
Rgdl,ands, 237
5. All notices to City will be mailed to the address listed below
CityOffice: Dept of Innovation and Technology (DoIT)`
'same. David Hexe a
Address 35 Ca1cn Street
S, 223ZI-
Page 4 1st'10 02/201
APPENDIX E
"TIER I HELP DESK AUTHORIZED INDIVIDUALS
Below are rearmed'I'ier l help Desk individuals authorized to seek Tier 2 Suprx,)rt from Esri.5ubstitutev'Chan es to`Her I
Help Desk authorized individuals may be made by written notice to Esri
1. Name: David_Hexem 2. Name: -
hili yl elke
Address: 5 Capon Street Address, 5 Capon Street
Redlands CA 92373Eedlands, CA 92373 _
Phone, (909) 335- 705 _ _ Phone: I
Fay: (909) 798-7503 _ Fax. (909) 798-7503
E-mail: dhexem@gityofredland .o-r E-mail: ielkecit ofredlands.�
Nige 10 of 10 OZ/20I0'
Oesr*i* MASTER LICENSE AGREEMENT
Ssr1,380 New Yorio St.,Redlands,CA 92373-8100 IDSA°TEL 909-793-2863•FAX 909-793-555,
Agreement No. 2011MLA2428
This Master License:Agreement("License Agreement")'is between the licensee printed below( "Licensee")and
Environmental Systems Research Institute,Inc.(""Esri").The License Agreement includes(i)this signature page,(ii)the
General License Terms and Conditions,and(iii)the Exhibit I listed below.Thepartiesacknovledge that they have read and
understox)d this License Agreement and agree to be bound by the terms and conditions hereof
This License Agreement constitutes the sole and entire agreement of the parties as to the:subject matter set forth herein and
supersedes any previous agreements,understandings,and arrangements between the parties relating to such subject matter,
and any terms on Licensee's purchase order.Any modification(s)or amendment(s)to this License,Agreement must be in
writing and signed by an authorized representative of each party.
ENVIRONMENTAL SYSTEMS
CITY OF REDL NDS RESEARCH INSTITUTE:,EIEC::
tLicensee) (E sr)
License Contain Information
Contact: David Etexe t Telephone: K 909 5-1705
Address: 35 Cajon Street Fax: (909) 798-7503
City,State,ZIP: Redlands, CA 92373 E-mail, dhexem@cityofredlands.org
General License`Perms and Conditions E200
E3sri Exhibit 1 EJ300'
GENERAL LICENSE TEI;MS A`D CONDITIONS
obesri* (E2001141191201 0)
Esn,380 New York St.,Rediands,CA 92373-8100 USA-TEL 909-793-2853-FAX 909-793-5953
ARTIC=LE I—�13EFI i`i`iON
Definitions.The terms used are defined as follows:
a. "Beta" means any alpha,beta,or prerelease Software.Data,Documentation,or Web Services.
b. "Data" paeans any Esri or third-party digital dataset(s)including,but not limited to,geographic vector data
coordinates,raster,reports,or associated tabular attributes. licensed under this License Agreement.
c. "Documentation" means all printed and digital materials including.but not limited to.help files,user reference;
documentation,training documentation.or technical information and briefings.
d. "Samples" means sample code:,sample!~applications.acid-ons,or sample extensions of Sofivvare Data,,
Documentation.or Web Services;
e. "Software"paeans all or any portion of Esri's proprietary software technology accessed or downloaded from an Esri
authorized 1'eh site or delivered can any media in any format including backups.updates,service packs; patches,hot
fixes,.or permitted merged copies.
f "Tarn License" means licenses provided for use in a limited time period or on a subscription or transaction basis.
g. "Web Services"means software services or Esri or third-party data provided by Esri that perform geographic
information system(GIS)functions,tasks.or data services and are accessed over the Internet;
ARTICLE 2—INTELLECTUAL PROPERTY RIGHTS AND RESERVATION OF OWNERSHIP
Software.Data,Web Services.and Documentation are licensed and not sold.Esri and its licensors own Software,Data, Web
Services, Documentation,and all copies,which are protected by United States and applicable international laws,treaties,and
conventions regarding intellectual property and proprietary rights including trade secrets.Licensee agrees to use reasonable
paeans to protect Software,Data,Web dery°ices.and Documentation from unauthorized use,reproduction,distribution.or
publication.Esri and its thirst-party licensors reserve all rights not specifically granted in this License Agreement including
the right to change and improve Web Services.,
ARTICLE 3—GRANT OF LICENSE
3.1 Grant of License.Subject to the terms of this License Agreement,Esri grants to Licensee a personal,nonexclusive.
nontransferable license solely to
a. Use the type and number of copies of Software.Data.and Documentation and access Web Services(it tier which the
applicable license fees have been paid,(ii)for Licensee's own internal use,and(iii)in accordance with Exhibit t and
the licensed configuration on file Las authorized by Esri,
b. Access and use any secure Esri Web site resources made available to Licensee for Licensee's own internal use,
provided that Licensee follows Esri's terms of use policy specified therein.All password or controlled access
information provided;by Esri shall be treated as E'sri confidential inforination,
12 Beta License,Licensee may be accepted into a current Beta Testing Program.
a- 1171-ic nsee is accepted into the.BetaTesting program,Esri will provide to licensee access to Beta and will grant
Licensee a personal.noneNclusive,nontransferable.royalty-tree Term License to use Betaat the authorized and
identified test:sites solely for thepurpose oftesting Beta as delivered, in accordance with the Beta Testing program
guidelines and the terms of this License Agreement.'This grant of license is effective from the date Licensee is
accepted into the program or date caf receipt cif"any Beta until the elate of the:,commercial release of Sofivvare from
I:sri Customer Service or the date oftermination of the Beta Testing Prograin for the specific Beta..whichever is
sooner:
b,: Licensee agrees to provide suggestions or comments regarding perfrrrmance,usability or effectiveriews .,:bug rep(art,s
test reports,or other feedback(collectively. "Feedback")to Esri with respect to Beta.
Cs t7 Page t Off) 04,11191120 10
c. Licensee grants to Esri the right to freely use,share,disclose,reproduce,license,distribute and otherwise publicly
display and perform any Feedback provided to fl'sri by Licensee. Licensee\vill not provide Feedback that Licensee
knows or reasonably should have known contains content subject to license or use restrictions.
cL Beta and Feedback contain confidential information and trade secrets that are proprietary to Esri.Licensee agrees to
use commercially reasonable means(at least as great as those used by Licensee for its own confidential information)
to maintain the integrity-,confidentiality.,and Esri proprietary rights in Beta and Feedback.Licensee may not share
or release Feedback or results of fleta.testing with any third party.
e. Beta is subject to change prior to its commercial release or may never be,commercially released.Licensee
acknowledges that Beta is not suitable or licensed for fit][use in any production system and accepts all responsibility
for use and any results generated,
3.3 Evaluation License.Esri may from time to time offer Term Licensets)for Software, Data., Web Services,or
Documentation for Licensee's evaluation only.
3.4 Consultant or Contractor Access. Subject to Section 3,1,Esri grants Licensee the right to provide access to and rise of
Software'.Data, Web Services,or Documentation to any consultant or contractor of Licensee exclusively for the benefit of
Licensee. Licensee shall be solely responsible for compliance by consultants and contractor-,with this License Agreement.
Access to or use of'Software;Data,We Services,and Documentation by consultants or contractors not exclusively for the
benefit of Licensee is prohibited.
ARTICLE 4—SCOPE OF USE
4.1 Permitted Uses
a. Licensee may install and store Software.,Data.and Documentation on electronic storage device(s).
b. Licensee may make one(1)copy of Softrvare,Data.and Documentation for archival purposes.Licensee may make
routine computer backups.
c. Licensee may customize Soffivare using my(i)macro or scripting language,(ii)published application progrWriarting
interface(Ail]),.or(iii)source or object code libraries,but only to the extent that such customization is described in
Documentation.
d. Licensee may use,copy,or prepare derivative works of Documentation supplied in digital format and thereafter
reproduce,display,and redistribute the CLIStOMiZed documentation only for Licensee's own internal use.Portion(s)of
Documentation supplied in digital format merged with other sotbvare and printed or digital documentation are subject to
this License Agreement.Licensee shall include the following copyright attribution notice acknowledging the proprietary
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 1,C;[Intert the actual cola right datc(�)firom the source malerials)Esri and its
licensors.All rights reserved."
4.2 Uses Not Permitted
a. Except as provided herein.Licensee shall not sell.rent.lease,sublicense,lend,assign,or time-share Softwure,Data,
Web Services.or Documentation.Licensee shal I not act as a service bureau or commercial application service provider
(ASP)that allows third-party access toSoftware.,Data,Web Services,and Documentation,Licensee shall not use
Software.Data,Web Services,or Documentation for a site or service and operate the site or the service for a profit or
generate revenue through direct or indirect inethods(e.g.,advertising or by charging fior access to the site or service).
b, Except as provided herein, Licensee shall not redistribute Software.Data.or Web Services to third parties. in whole 0-r in
part,including,but not limited to..extensions,components,or DLLs,
c, Licensee shall not reverse engineer.decon pile.or disassemble Software,Data,Web Services,or Documentation except
to the extent that such activity is expressly permitted by applicable]a-,v notwithstanding this restriction,
d� Except to the extent that applicable law prohibits this restriction-Licensee shall not make any, attempt to circumvent the
technological measure(s)that controls access to or use of Software.Data. Web Services.and Documentation.
e. Except as provided herein.Licensee shall not redistribute SoflNvare activation number(s).registration number/license
authorization file(s),developer license file(s).or Aleb Services access codes to third parties,
f Licensee shall not use Software,or Web Services to transfer or exchange any material where such transfer or exchange is
prohibited by intellectual property laws or any other applicable laws.
V2NY) Page 2 of 6 04,119/2010
g. Licensee shall not remove or obscure any Fsri or its licensors'patent,copyright.tradernark,or proprietary rights notices
contained in or affixed to'Soflwarc,Data.Web Services,or Documentation.
h. Licensee shall not unbundle individual or component parts of Software or Data for independent use.
i. After a reasonable transition period,Licensee shall not use an older version of the Software that Licensee has updated to
a nevver version.Licensee shall not use more Software licenses at any given time than the total quantity in Licensee's
licensed configuration on file with E56.
ARTICLE 5—TERM AND-TERMINATION
This License Agreement is effective upon acceptance.`This License Agreement and any licenses granted hereunder shall
continue until(i)such time that Licensee elects in writing to discontinue use of Sokovare,Data_:Web Services,or
Documentation and terminates the license.(6)expiration of a Term License;or(iii)tither party terminates the license for a
material breach that is not cured within ten(10)days of written notice to the other party,except that termination-is immediate
for a material breach rata nature that is impossible to cure.Upon termination of a license,Licensee shall(i)cease access and
use of Web Services and clear Web Services client-side data cache and(ii)cease use,uninstall.,remove,and destroy all
Soffivare.Data.and Documentation and any whole or partial copies.modifications.or merged portions in any form and
execute and deliver evidence of such actions to Esri.
ARTICLE 6—LIMITED WARRANTIES AND DISCLAIMERS
6.1 Limited Warranties. Except as otherwise provided in this Article 6,Esri warrants that(i)the unmodified Software will
substantially conform to the published Documentation and(ii)media on which the Soffivare.,Data,and Documentation are
provided will be fi-ce from defects in materials and workmanship tinder normal use and service for a period of
ninety(90)days from the date of receipt.
6.2 Data and Web Services Disclaimer.Data and Web Services may contain some nonconformitics,defects,errors,or
ornissions.'ri IF Dao` AND WEB SERVICES ARE PROVIDED"AS IS" WITHOUT WARRANTY OF ANY KIND.
Without limiting the generality of the preceding sentence.Esti and its licensors do not warrant that Data and Web Services
will meet Licensee's needs or expectations,that the use of Data and Web Sery=ices will be uninterrupted,or that all
nonconformities can or will be corrected.Esri and its licensors are not inviting reliance on Data or Web Services,and
licensee should always veri ty actual Data or Web Sery ices.
6.3 Special Disclaimer. SAMPLES.HOT FIXES.PATCHES,EVALLJIATION SOFTWARE_.AND BETA ARE
DLLIVLRED"AS IS" wiLLIOLIT WARRANTY OF ANY KIND. LICENSEE ASSUMES ALL RISKK AS TO THE'
QUALITY AND PERFORMANCE OF 1-1-JE SAMPLF..S, HOT FIXES,PATCHES,EVALUATION SOFTWARE.AND
ISE TA.
6.4 Internet Disclaimer.THE PARTIES EXPRESSLY ACKNOWLEDGE,AND AGREETTIAT THE INTERNET IS A
NETWORK OF PRIVATE AND PUBLIC NETWORKS AND THAT 6)THE INTERNETIS NOT A S-E,Ct-RE
INFRASTRUCTURE,(ii)THF,' PARTIES HAVE NO CONTROL O
NTRVT
ERHE INTERNEEAND(iii)NONE OF `I
PARTIES SHALL BE LIABLE FOR DAE%?1AGFS UNDER ANYTHEORY OF LAW RELATEDTO THE
DI S(''ONN
TIUANICE OF OPERATION OF ANY PORTION OF THE INTERNET OR POSSIBLE REGULATION" OF
THL INTERNET THAT MIG HTRESTRICT OR PROHIBITTHE OPERATION OF THE WEB SERVICE.
6.5 Ceneral Disclaimer.EXCEPT FOR THE ABOVE EXPRESS LIMITED WARRANTIES,ESRI DISCLAIMS ALL
OTHER WARRAN LIES OR CONDITIONS OF ANY KIND,WHETHER EXPRESS OR IMPLIED.INIcLUDIN(li, Rt-11'
NOT IAMITEDTO.WARRANTIES OR CONDITIONS OF'AE RCIJANTABILITY AND FI FNESS FOR A
PARTiCu'LAR,PURPOSE,SYSTEM INTEGRATION.AND NONINFRINGEMENTOF INTELLECTUAL PROPERTY
RIGHTS.LSE J DOES NOT WARRANT AND DISCLAIMS THAT SOFTWARE,DATA,WEB SERVICES.OR
DOC UrNIENTAT I ON WILL 'II FIT LICENSLE'S NEEDS,T1-IATLJCL'NSEr!S OPERATION OF EHE SAME WILL BE,`
LiNINTERRI-111PTED,ERROR-FREE,FAUL,r-TOLERANT.OR FAIL-SAFF-,ORTFIAT ALL NONCONFORMITIES
CAN OR WILL RE CORRECTED.SOFTWARE.DA,rA.WEB SERVICES,AND DO(UMENTATION ARE NOT
DESIGNED,MANUFACTURED.OR INTENDED[,'OR USE IN (-,,,N'IRC OR APPLICATIONS THAT MAY
LEAD TO DFA111,PERSONAL I NTRJRY,OR PHYSICAL PROPERTYtl--.NVIR.t,)NNIL,\"I'AL DAMAGE.ANY SUCH
USE'.44ALL BE,AT 1,ICENS ET"S OWNRtSK AND COST.
E200 Page 3 of'6 04,'l 91'20 10
6.6 Exclusive Remedy,Licensee's exclusive remedy and Esri's entire liability f breach of the limited warranties set forth in
this Article 6 shall be limited,at Esri's sole discretion,to(i)replacement of any defective media:6i)repair,correction,or a
workaround for Soffivare subject to the Esri Maintenance Program found at
LVall:or
jeg
(iii)return of the license fees paid by Licensee for Software or Documentation that does not meet Esri's limited warranty,
provided that Licensee uninstalls., removes,and destroys all copies orSoftware or Documentation and executes and delivers
evidence of such actions to Esri.
ARTICLE 7—IAMITATION OF LIABILIT Y
7.1 Disclaimer of Certain Types of Liability, ESRI AND ITS LICENSORS SHALL NOT BE LIABLE TO LICENSEE
FOR COSTS OF PROCUREMENT OF SUBSTITU'rE GOODS OR SERVICES:LOST`PROFITS_LOST'SALES.OR
BUSINESS EXPENDITURES: INVESTMENA—S:BUSINESS COMMITMENTS-.LOSS OF ANY GOODWILL:OR FOR
ANY [INDIRECT,SPECIAL.INCIDF',NTAL,OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATF13 TO
THIS LICENSE AGREENIENT OR USE 01:SOFTWARE,DATA,WEB SERVICES,OR DOC F"MENTATIO-IN,
HOWEVER CAUSED ON ANY THEORY OF LIABILITY,WHETHER OR NOT ESRI OR ITS LICENSORS HAVE
BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.THESE LIMITATION'S SHALI.,APPLY
NOTWITHSTANDING ANY FAILURE OF ESSENNTIAL PURPOSE OF ANY LIMITED REMEDY.
7.2 General Limitation of Liability. EXCEP'T AS PROVIDED IN AWFICI,E 8—INFRINGEMENTINDEMNITY.ESRFS
TOTAL,CUMULATIVE LIABILITY HEREUNDER,FROM ALL CAUSES OF ACTION OF ANY KIND.INCLUDING'.
BUT NOT IAMITEDTO.CONTRACT,TORT(INC L U DINGN FGLIGENCE).STRICT LIABILITY,BREACH OF
WARRANTY,MISREPRES[`.NTATION,OR OTHERWISE,SHALT..-NOT`EXCEED THE AMOUNTS PAID BY
LICENSEE FOR SOFTWARE.,DATA,WEB SERVICES.OR DOCUMENTATION PURSUANT TO THIS LICENSE
AGREEMENT.
7.3 Applicability of Disclaimers and Limitations.Licensee agrees that the limitations of liability and disclaimers set forth
in this License Agreement wi I I apply regardless of whether Licensee has accepted Software.Data,Web Services,or
Documentation or any other product or service delivered by Esri.The parties agree that Esri has set its fees and entered into
this License Agreement in reliance on the disclaimers and limitations set forth herein,that the sarne reflect an allocation of
risk between the parties.and that the same form an essential basis of the bargain between the parties.THESE LIMITATIONS
SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
ARTICLE 8—INFRINGEMENT INDEMNITY
8.1 Esri shall defend,indemnify.and hold harmless Licensee from and against any loss.liability,cost,or expense,including
reasonable attorneys;fees., vOich may be incurred by Licensee against any clairns,actions,or dernands by a third party
alleging that Soffivare infringes a US,patent,copyright,or trademark,provided
a. Licensee promptly notifies Esri in writing of the claim;
b, I.,icensec provides documents clearly describing the allegations ofinfringement;
c: Esri has sole control of the defense of any actions and negotiations related to the defense or settlement of any claim-,
and
& Licensee cooperates fully in the defense of the claim.
8.2 It'Soffivare is found to infringe a U.S.patent.copyright.or tradernark.Esri.at its own eNpense, may either(i)obtain
rights for Licensee to continue using Software or(ii)modify the allegedly infringing elements of Softvvare white maintaining
substantially similar software functionality or datafinformational content. If neither alternative is commercially reasonable,
the infringing item(s)shall be returned to Esri,the license shall terminate.and Licensee shall uninstall the infringing items.
Esri's entire liability shall than be to indemnify Licensee pursuant to Section &1 and to refund license fees paid by Licensee
for the infringing item(s),prorated on a five(5)-year., straight-line depreciation basis beginning from the initial date of
delivery.
8.3 1.-,',sri shall have no obligation to defend Licensee or to pay-any,resulting costs,damages.or attorneys'fees for any claims
or demands alleging direct or contributory infringement of Soffivare by(i)the combination of or integration xvith a product'.
proccss,or system not supplied by Esri:(ii)material alteration by anyone other than Esri or contractors acting on behalf orf
F200 Page 4 of 0 0419,12010
Esri.,(iii)use after Licensee has been notified of possible infringement:or tiv) use after modifications are,provided or a return
is ordered by Esri under Section 8.2.
8.4 In no event shall the indemni fication set forth in this Article 8 apply to any Samples.,Beta,or evaluation software
delivered hereunder,
'['HE FORI,60ING STATEST11E ENTIRE OBLIGATION OF ESRI WITH RESPECT TO INFRINGEMENT OR
AL]-EGATION Of' INFRINGENIFNT OF INTELLECTLJAL PROPERTY RIGHTS OF ANYTHIRD PARTY.
ARTICLE 9—GENERAL PROVISIONS
9.1 Future Orders/Updates.New or updated Software.Data.WebServices.and Documentation may require additional or
differing terms for use.New or updated Soffixare.Data,Web Services,and Documentation shall be governed by the then-
current Esri license terms and'conditions. Updated versions of the license terms and conditions will be available on Esri's
Web site,included with a quote,or included with the deliverable Software,Data.Web Services'.or Documentation.
9.2 Export Control Regulations. Licensee expressly acknowledges and agrees that Licensee shall not export,reexport,
transfer,or release Software,Data,Web Services.or Documentation,in whole or in part,to(i) any U.S.embargoed country
for to a national or resident of any U.S.embargoed country
,);(ii)any person on the U.S.Treasury Department's list of
Specially Designated Nationals;(iii)any person or entity on the U.S.Commerce Department's Denied Persons List,Entity
List,or Unverified List;or(iv)any person or entity where such export or reexport violates any U,S.export control laws or
regulations including,but not limited to,the terms of any export license or license exemption and any amendments and
supplemental additions to U.S.export laws as the-y, may Occur from time to ti=ne.
9.3 Taxes and Fees,Shipping Charges.License fees quoted to Licensee are exclusive of any and all taxes or fees,
including,but not limited to,sales tax., use tax,value-added tax(VAT),custorns,duties,or tariffs,and shipping and handling
charges:
9.4 No Implied Waivers.The failure of either part-,,to enforce any provision of this License Agreement shall not be deemed
a waiver of the provisions or of the right of such party thereafter to enforce that or any other provision.
9.5 Severability.The parties agree that if any provision of this License Agreement is held to be unenforceable for any
reasonsuch provision shall be reformed only to the extent necessary to make the intent of the language enforceable.
9.6 Successor and Assigns.Licensee shall not assign,sublicense,or transfer Licensee's rights or delegate its obligations
under this License Agreement without Esri's prior written consent,and any attempt to do so without consent shall be void.
This License Agreement shall be binding upon the respective successors and assigns of the parties to this License Agreement.
Notwithstanding,a government contractor that has acquired Sciffivare.Data,Web Services,or Documentation under contract
to the government may assign this License Agreement to its government customer upon written notice U-)Esri,provided the
government customer assents to the terms of this License Agreement.
9.7 Survival of Terms.The provisions of Articles 2,5a 6�7.8.and 9 of this License Agreement shall survive tile expiration
or termination of this License Agreement,
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 shall have the right to seek an injunr tion.
specific performance.or other equitable relief in any court of competent jurisdiction without the requirement of posting a
bond or undertaking or proving injury as a condition for relief.
9.9 U.S.Government Licensee.The Software,Data, Web Services,and Documentation are commercial computersoftware.
commercial data.commercial computer software documentation,and commercial Web Services,This License Agreement
contains Esri's commercial license,terms and conditions for such items.The commercial license rights in this License
Agreement strictly govern Licensee's use.reproduction,or disclosure of the Software,Data,Web Services,and
Docurmentation.'No other license terms or conditions shall apply unless expressly agreed inwriting by Esri and Licensee. Esri
Software source code is unpublished and all rights it)the Software.Data-Web Services,and Documentation are reserved.In
the event arty court,arbitratoror board holds that Licensee has greater rights,to any portion of the Software,Data,Web
E:200 Page 5 of 6 0414COIG
Services.or Documentation under U.S.procurement law',such rights shall extend only to the portion affected.and use,
duplication,or disclosure by Licensee is subject to restrictions as provided in FAR 52.227-19(b)(DEC 2007),FAR 52.227-
14 (ALT 111)(DEC 20071, DFARS 252,227-7015(NOV 19951.or NNS 1952.227-86(DEC', 1987).
9.10 Governing Law,Arbitration.This License Agreement shall be governed by and construed in accordance with the laws
ofthe State ofCalifornia without reference to conflict of laws principles,except that.U.S. federal law shall govern in matters
of intellectual property, Except as provided in Section 9X any dispute arising out of or relating to this License Agreement or
the breach thereof,which cannot be settled through negotiation.shall be finally settled by arbitration administered b-V the
American Arbitration Association under its Commercial Arbitration Rules.Judgment on the award rendered by the arbitrator
may be entered in a court of competes jurisdiction. If Licensee is a 1T. .government agency,this License Agreement is
subject to the Contract Disputes Act of 1978,as,amended(41 U.S.C.601-013).in lieu ofthc arbitration provisions of this
clause. This License Agreement shall not be governed by the United Nations Convention on Contracts for the International
Sale of Goods,the application of which is expressly excluded.
9.11 Maintenance.Maintenance for qualifying Software or Data consists of updates and other benefits such as access to
technical support,specified in Esri's most current applicable software maintenance policy.
9.12 Patents.Licensee may not seek,and may not permit any other user to seek,a patent or similar right worldwide that is
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 part of any claim or
preferred embodiment in a patent application ora similar application.
t"200 Pap 6 cyf 6 044l9/20l0
0 EXHIBIT I
rim SCOPE OF USE
( 300 03128/20 1 1)
Esn,380 Now York St.,Redlands,CA 92373-0100 USA-TF-L909-793-2853•FAX 909-793-5953
The scope of use for the Software, Bata,Web Services,and Documentation identified below is described in the applicable footnotes
identified in parentheses.
Software ■ Esri Business Analyst Seng=car
■ Ar Explorer----.lava acid Windows Editions(20 and 25) - Workgrou (either.4.car 5 and 8,9,21,25.28.A 31.
■ ArcGIS API for iOS,.Windows Phone,or Android(1. 16, 3139,40,45,cleat]48)
25,mid 33) - Enterprise(either 3,4,or 5 and 8,9,21,25.27 ,I.33.
■ ArcGIS Desktop 19,40,45,and 48)
Arelnfce(either I or 2 and 25.26,33.44,and 45) w Esri Business,Analyst Server(CanadianEdition)(either 3,4
ArcFtlitt r(either f or 2 and 25.26,33,44,and 45) or 5 and 8,9,21,2;.27.31,33,36,39,40,45,and 48)'
AreViewv'(either I car'2 and 25,33.44,and 45) a Esri Business Analyst Server Developer(3.6.25.3.3.35,-
* AreGIS Desktop Extension,,(2.) and 5 1)
■ ArcGIS Engine Developer Kit:and Extensions(1, 14, 15.:22, • Esri Business analyst Server Developer(Canadian Edition)
25 26.anti 43) (16,25,33,35,36,arid 51)
* ArcGIS Engine Runtime and Extensions(either i or 2 and r Esri Defense Mapping(either I or 3)
15.22,25,26,and 33) ■ Esri Developer Network(EDN)Software,Web Services,
■ ArcGIS Explorer(20,25,and 33) and Data(6,7.24,25.26,33,34 and 35)
* ArcGIS for AutoCAD(1,20,and 25) 0 Esri Nautical Solution(either I or 2)
*
ArcGIS for iOS(1,25,and 33) r Esri Production Mapping(either 1 or 2)
* ArcGIS Mobile Deployments(1. 15,16.25,33,and 54) * File(eodatabase API
■ Arc(31S Server # Geop(rtal Clients for ArcGIS(7,20,and 52)
Workgroup(either 3 or 5 and 8,9,25.28,29,30,32,33, * Maplt(11,25„31,33,35,49,and 50)
38,39,40,and 45;if licensed as a Tears License.6 will • MapObjects-Java Edition(1,5 8, 15. 18,and 19)
also apply) a Map()I iects LT(1. 14,and 16)
.- Enterprise(either 3.4,or 5 and 8,9;25.27,31.33,38. 0 Map(7bjects-Windows Edition(I, 14. 15, 16,and 18)
39.4(1,and 45;if licensed as a Terni License,6 will also * MUTE(1)
apply) 0 NetEngine Internet(5);
> Cloud Bundle(6 and 33) * Tracking Server(either 4 or 5 and 31)
* AreGIS Server Extensions
ArcGIS€car INSPIRE(7,8 33,anti 35) 'aavelr Services
ArcGIS Server Caeoportal Extension(either 3,4,or 5 and ■ Business
ArcGIS Online Services(6,25,33,34,and 57,
7 and 52� * E3aasiascs5 Aanalyst Online(6,25.3_3,48,56.57,and 58)
ArcGIS Server Triage Extension(7;8,and 42) * Esri Redistricting Wine(6,25,33.34,and 35)
.ArcGIS Server Image Extension Service Editor(1)'
■ Fsri Redistricting Online(6.25,33,34,aril]35)
- Other Extensions(7) Data
* ArcGIS Web Mapping(including SharePoint.JavaSeript ■ Data with ArcGIS luta Appliance(6,23,25,and 41)
Adobe]lex,Microsoft Silveri ighLAVPY,SOAP;,and REST) ■ Esri Address Coder(either 1.2,or 5 and 21.22.25,and 48)
(6,33,35.acid 53) ■ Esri Business;analyst(Canadian Edition)Data(either t or 2
■ ArcIMS and(s. 21,25,33,36,45,and 48)
ArcIMS acid E xtcncions(either 3,4.or 5 ataal 8, 10.31. a Fsri Business Analyst Hata(either I or 2 and 21,25.33,45
and 45) and 413)
* Arc Logisties * Esri Business Analyst Server(Canadian Edition)Data(either
- Desktop(I and 25) 3,4,or 5 and 21,25,33,36.45,and 48)
y- Using Are(.31S(Orme(6.20,25,34;35,and 46) ' Esri Business Analyst Server Data(tither 3,4,or 5 and 21
- Using ArcGIS Server(6,20,25,34�35.and 46) 25,33,45.and 48)
Navigator(I and 46) • Esri Data&Maas(either 1.2,3.4,or 5 and 23 and 37)
* ArePad(1. 11 13,25,and 33) * Esri Data(either 1.2,lir 5 and 25 and 48)
■ A.reReader(20,25,33_and 45) - Demographic,Consumer er;pending,Market Potential
■ ArcVieww 3.x and Extensions(1,7,and 17) Retail MarEetplnice,Business,Traffic Shopping Center,
a E sn Aeronautical Solution(either 1 or 2) C=able Boundaries.Banking.and Crime
■
Esti Ef usrne s Anaaly vt(C er€ads"an T tlitivra)(either F ear 2 ail cl a Soureebook•Ameriea(I and 2 1)
ti.25,33,36es 45,and 48) • StreetMap I'rettniuna(either 1.2,4,or 5 and 6 and 25)
* Esri Business,,,1naly st(either I or 2 and 25,.33.45.and 48) ' Tapestry Se ,g (either 1,25 or 5 and 21 and 48)
*
Fsri Business Analyst Online,SPI for Adobe flex.,Microsoft,
Sil xerlighr.SCRAP,and REST(6, 16 25,3+,35.55,and 56)
E'-1(YJ Va e l of 4 03,"28i2011
I. "Single Use License."Licensee may,permit-a single authorized end user to install and use the Software,Data.and
Documentation on a single computer for use by that end user on the computer on which the Software is installed.Remote
access is not permitted,Licensee may permit the single authorized end user to make a second copy for end user's exclusive use
on a portable computer as long as only one(1)copy of the Software,(lata,and Documentation is in use at any one(1)time.No
other end user may use the Software,Data.or Documentation under the same license at the same time for any other purpo se.
2, "Concurrent Use License." Licensee may install and use the Software,Data,and Documentation on corapoter(s)on a network,
but the number of simultaneous users may not exceed the number of licenses acquired.No other end user may use the
Software,Data,or Documentation tinder the same license at the same time for any other purpose.
3. "Development Server License."Licensee may instal I and use the Software on a'Single computer to design and build
applications that interface with or utilize server Software as described in the Documentation.
4. "Staging Server License."In addition to the Development Server License rights,Licensee may use and install flie Software for
the following purposes:user acceptance testing,perfortnance testing,load testing of other third-party of staging new
commercial data updates,and training activities,
5. "Deployment Server License." In addition to the Staging Server License rights,Licensee may install and use the Software or
Data to provide services to multiple users on the same or other cot-oputer(s),
6, "Term License." License is provided for use for a limited time period or on a subscription or transaction basis.
7. Extensions to Software programs follow the same scope of use as that granted for the corresponding Software programs.
8. The administration tools for the Software may be copied and redistributed throughout Licensee's organization.
9, User-developed ArcGIS Server administration toobs,may be copied throughout Licensee's organization,but the ArcCatalog
application(thund in ArcGIS Desktop)may not be copied,
M The ArcIMS license includes the right to deploy Map0bjects—Windows Edition applications on the Internet or intranet,
Licensee shall not develop client'server solutions with the ArcIMS—Java Archive(JAR)files without at license for the
MapObjects—Java Edition developer kit.
11. Licensee may install and use the Softww-c to provide services to multiple users on the same or other computer(s).The Software
is licensed per server.The licensed server is the server on which Licensee installs the Spatial Data Scrvicc.
12. Software is only licensed for navigational use when used in conjunction with ArcLogistics,
11 "Dual Use License"means the Software may be installed on a desktop computer and used simultaneously with either a
personal digital assistant(PDA)or handheld mobile computer as long as the Software is only used by a single individual at any
one(1)time.
14, Developers must include the following attribution with any deployed MapObjects application-"Portions of this c mnputer
program are owned by Lizard'fech,Inc..and are Copyright 1995-2002 LizartlTech,Inc..andlor the University of California.
All rights.reserved.ITS Patent No.5.710,935."
15. Deployment licenses for desktop or Internet application(s)may be subject to payment of additional license fees.
16. Licensee may deliver applications to its sublicerisee(s)provided Licensee uses a written sublicense agreement that protects
Esri's rights in its Sollware,Data,Web Services,and Documentation to the same extent as the Esri License Agreement
including,but not limited to,the,following terms:
a. Sublicensee may not reverse engineer,decompile,or disassemble the Esri Software,Data., Web Services,or
Documentation,except to the extent permitted by applicable law:copy for commercial use,transfer;or assign its
rights under the license grant;
b. Sublicensce may not use any Esri Software,Data.Web Services,or Documentation,in whole or in part,separate from
Licensee's executable application,and
c. 'Ibird-party dependent or required components are redistributable subiect to permission from the Owner or author.-
d.
uthor.d. Applications may be subject to deployment fees owed to Fsri.Licensee shall contact its Esri distributor for details.
17Licensee may use Business Objects Crystal Reports sofiviare only with the AreVic-is 3.x Software with which it was acquired
and subject to the Crystal Reports License Agreement available on the media.Licensee may not use a software program or
sy,stent to cache or queue report request-,.
18. The deployment license is per application per computer.
M MapObjects—lava Edition contains Java Archive file-,,which indicate they are authentic Esri-certificated files when used over
the Internet. Licensee shall not use Esri certification or reference Earl as a source of trusted content in any modified
MapObjects—lava Archive files.Licensee may deploy the immodified Java class Bri-certified libraries as an integral,part of
the Licensee's application(s),
20. Licensee rnav,reproduce and deploy the SoNvare provided all the following occur:(a)the Software is reproduced and deploved
in its entirety,(b)a license agreement accompanies each copy of the,Software that protects the Software tc,the same extent as
the License Agreement,and the recipient agrees to be bound by the terms and conditions of the license agreement,.(C)all
copyright and trademark attributions,/notices are reproduced.,an(](d)there is no charge or fee attributable to the use cafe the
Software.
E300 Page 2 of 4 03/2&,201
21- Licensee shall not withhold any substantial right extension of credit)from any individual based solely on the individual's
place of residence,as profiled in the Tapestry Segmentation system,
22, (a)ArcGIS Engine Runtone licenses shall not be used for Internet and server development and deployment:(b)an end user
must license either ArcGIS Engine Runtime'Software or other ArcGIS Desktop Software(ArcView,ArcEditor,or Arcinfo)to
obtain the right to run an AreGIS Engine application on one(1)computer;and(c)the ArcGIS Engine Runtime extensions shall
not be use(]in combination with ArcGIS Desk-top Software to run ArcGIS Engine applications.A single user can have multiple
applications installed on one(1)computer for use only,by that end user.
23. Licensee may redistribute the Data as described in the Redistribution Rights Matrix available at hvL_ in
the Help system,or in supporting,metadata flies,subject to the specific attribution descriptions and requirement.-for the dataset
accessed.
24, EDIN Software,Web Services,and Daut may only be used by one(I)named developer per subscription solely for the purposes
ofresearch,development,testing,and demonstration of a.prototype application.EDN'server Software and may
nd Data be
installed on multiple computers for use by any named EDN developer.
25. Use of included third-party owned data shall be subject to the Use of Data Restrictions found at hVIL"_M�!'�eri'com leg�-'Wfor
hL
the specific Data accessed,The Use of Data Restrictions may be modified by Esri from time to time.If a modification is
unacceptable to Licensee,Licensee may cancel a subscription upon written notice to Esri,or discontinue use of the Data or
Web Services,as applicable.If Licensee continues to use the Data or Web Services,Licensee will bedeemed to have accepted
the modification.
26. An ArcSDE Personal Edition geodatabase is restricted to ten(10)gigabytes of Licensee data,
27, ArcGIS Server Web ADD Runtime Software may not be deployed i ndependerit of Licensee's ArcGIS Server Enterprise
configuration.
2& Ulse is limited to ten(10)concurrent c nd users of applications other than ArcGIS Server applications.This restriction me]udes
use of ArcGIS Desktop Software,ArcGIS Engine Software.and third-party applications that connect directly to any ArcGIS
Server geodatabase,There are no limitations on the number of connections from web applications,
A Sollware can only be used with SQL Server 200512008 Express.
30. Use is restricted to a maximum of ten(10)gigabytes of Licensee data-
3L Redundant Software holallation(s)for failover operations is allowed but can only he operational during the period the primary
ire is nonoperational.The redundant Software installation(S)shall remain dormant.except for system maintenance and
updating of databases.while the primary site or any,other redundant site is operational.
32. No redundant Software installation is permitted,
33. Licensee's access to and use of Cloud Bundle,ArcGIS Online Services,Business Analyst Online,Business Analyst Online
API,or Microsoft Bing Maps are conditioned upon Licensee's acceptance of the Esri website and Service Terms of Use
Agreement and the terras and conditions specific to Cloud Bundle.ArcGIS Online Services,Business Analyst Online,Business
Analyst()mine API.or Microsoft Bing Maps found at hqp:,AwLN
34. Licensee's organization is limited to the number of specified credits,transactions.,geography,or number of use", a's described
in the online product description.
35. Licensed end users shall not share the client-side data cache derived from ArcGIS Online Services with other licensed end
user,,;or third parties,
36, Licensee's use of Esri Business Analyst(Canadian Edition)Data is subject to the 1.111se ofData Restrictions specific to Esri
Business Analyst(Canadian Edition)Data found at lit icA:)in/i
37. Data provided with StrectMap USA may be used for mapping,geocoding,and routing purposes but is not licensed for dynamic
routing purposes.For instance,StreetMap USA may not he 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.
38, The Are(JIS Server 3D extension included with ArcGIS Server Standard(Workgroup or Enterprise)may only be used for
generating globe data cactic(s)or publishing a globe document as an ArcGIS Globe Service.No other use of the ArcGlS Server
3D extension Software is permitted with ArcGIS Server Standard,
X Any editing functionality included with ArcGIS Server is riot permitted for use with ArcGIS Server Basic(Workgroup,or
Friterprise),
40t Geo,,',patial Enterprise JavaBeans(,EJB)provided with ArcGIS Server(Workgroup or Enterprise)is permitted for use only with
ArcGIS Server Advanced.
41, Licensee may only use Data from a single state with the Single State version of ArcGIS Data Appliatice,'rhis restriction
applies to a large-scale(i.e..sale levels below 1:100.000)street map,transportation laver,boundaries,and places layer,and
one(1)-meter or better resoknion imagery included in the USA Collection.This restriction does riot apply to the small-scale
(i e.,scale levels above 1:100,000)snaps provided in the World Collection,which are intended for display at global and
regional scales.
41 Licensee has the right to one(1)desktop deployment of the ArcGIS Server linage extension Service Definition Editor for every
Baur(4)cores of ArcGIS Server Image extension that are.licensed,
43, Licensee may develop an unlimited number of applications on a single computer and deliver the applications to end users with
or without the ArcGIS Engine Runtinic Software.
F300 Page 3 0`4 03/281,'2011
44. For any operating system environment in which Licensee runs instances of the Concurrent Use License management software,
Licensee may run up to the same number of passive failover instances of the Concurrent Use License management software in
a separate operating system environment for temporary failover support.
45. Data licensed with Esri Business Analyst and Esri Business Analyst Server is restricted for rise only in conjunction with the
respective Business Analyst extension.
46. Licensee should not follow any route suggestions that appear to be ha;zardous,unsafe,or illegal.Licensee assumes all risk of
using this navigation Software,
47- Reserve&
4K Licensee may include reports and maps created from the Software or Data in hard-copy or read-only format for presentation
packages or marketing studies for subsidiaries and customers.The total content of the Esri reports and map,,,must be less than
twenty percent(20%)of Licensee's total content of the presentation package or marketing study.Full,complete,stand-alone
reports or maps created from the Software or Data arid not part of a presentation package or marketing study cannot be resold.
sublicensed,or otherwise transferred without prior written permission of Esri. Licensee's third-party customer may,only receive
reports and maps generated by Licensee and may only use the maps and reports received from Licensee for internal purposes,
In no case shall Licensee redistribute the Data in digital formats.
49, Esri Maph Silverlight Web or WPF applications may not be deployed independent of Licensee's Maph deployment
configii ratio it.
50. Licensee bit,,the right to one(1)desktop deployrnent of Spatial Data Assistant for each Esti Mapit server license.
51, Esri Business Analyst Server Developer and Data may only be installed on one(1)server per license solely for the purposes of
research.development,testing,and demonstration of prototype application.
51 Source code is the'intellectual property of Esri.Licensee shall treat any source code file identified as"Software"in a REA DME
file or at mul:"/Nvkt W,C's'ri Corr'Jegal/as a trade secret for Licensee's own internal use only and not for further redistribution or
access by unlicensed third parties, Licensee shall not modify the Software,Documentation,Data,or source code,to incorporate,
etubed.link.or otherwise include any code,libraries,or data licensed or distributed tinder an open source licensing or
distribution model-,similar to Free Software,Foundation's GNU General Public License(GPL)or GPL-compliant licenses,
including,without limitation,the Artistic License(e.g.,Perl),the.mozilia Public License,the Netscape Public License-,and the
Sun Community or Industry Standards License,that could require a user to,make its proprietary source code available to a
requesting third party.
53. Deployment license options areas follows
a.
ollowsa. A license for web applications is per the principal registered unique domain identifier.Domain is the Internet domain
name registered with a domain name registrar.For example,in example,com.example.com is the registered unique
domain identifier,Similarly,in example.com,xx., where xx is a registered country code,example.com.xx is the
registered unique domain identifier.
b. A license for desktop applications or SharePoint is per organization.For the purposes of this license,organization is
equivalent to a principal registered unique doniain identifier(as described above).For example,desktop applications
can be used by any employee of the organization with the principal registered unique domain identifier.There is no
limit to the number of applications that can be built and deployed within an organization.
54. ArcGIS Mobile is licensed for use with ArcGIS Server Advanced(Enterprise or Workgroup)and ArcGIS Desktop tArcinfo.,
ArcEditor.AreView.and ArcGIS Engine applications).
55. Licensee may develop software or web applications that use the Business Analyst,Online AM to access,query,create,display,
and redistribute Reports and resulting static,electronic maps to end user(s)of Licensec'ssoftware or web applications.End
user(s)of Licensee's software,or web applications ruay use the Reports and maps for internal purposes only and not for tarther
redistribution."Report"means any flannatted output created by the Business Analyst Online APL which includes PDF,CSV,
Excel.,HTML.and XML formats,Licensee shall not redistribute ariv,Data,in vector trinnats.
56. For Reports or maps displayed or posted to in external website,or Reports or maps created for Licensee's end user(s),Licensee
shall affix an attribution notice to Licensee's onlincand/or hard-copy output that acknowledges Esri's and its third-party data
supplier's intellectual property,`]`hese notices are round in the PDF ronnat of each individual Report or as follows:"Source
[Esri.Supplier]"or Copyright C[year(s)l[Esri,Supplier].All rights reserved,"
57- Licensee may only display or post any combination of 10()Business Analyst(,)mine Reports and maps on,its,external websites
5& Licensee shall order as separate Business Analyst Online subscription for each person who uses Business Analyst Online and
shall provide output from the Business Analyst Online subscription only to the e-mail of the individual subscriber,
E300 Page,4 of'4 03128/2011