HomeMy WebLinkAboutResolution 09-041-CCBOARD OF COUNTY COMMISSIONERS
Grant County, Washington
RESOLUTION IN THE MATTER OF
EXECUTING ENTERPRISE LICENSE
AGREEMEI�TT NO. 20343515 (E214 6/08B)
BETWEEN ENVIRONMENTAL SYSTEMS
RESEARCH INSTITUTE, INC. AND GRANT
COUNTY FOR THE ACQUISITION AND USE
OF SELECTED SOFTWARE, DATA,
DOCUMENTATION, TECHNICAL SUPPORT,
MAINTENANCE, AND TRAINING, AS WELL
AS THE EXECUTION OF AN INTERLOCAL
AGREEMENT WITH PUBLIC SERVICE
TAXING DISTRICTS (SEE ATTACHMENT A)
FOR THE USE OF THE SOFTWARE
COVERED UND�R ENTERPRISE LICENSE
AGREEMENT NO. 20343515 (E214 6/08B)
RESOLUTION No. 09- O� \ -CC
WI���A�, pursuant to the provisions of the Revised Code of Washington (RCW)
Section 36.32.120(6), the Board of County Commissioners of Grant County has the care
of the county property and the management of'the county funds and business; and
WHEREAS, Chapter 39.34 RCW authorizes public agencies to contract with one
another to perform governmental services, activity, or undertaking which each public
agency entering into the contract is authorized by law to perform; and
WHEREAS, the parties have cooperated for many years in the use of Geographic
Information System Resources by standardizing on ESRI GIS software in order to jointly
build common interagency GIS data layers that have enabled the parties to provide
geographic services that have best met the needs of the community while avoiding
duplication of effort and cost; and
WHEREAS, the parties desire to reduce GIS software acquisition costs and continue to
improve the efficiency of geographic services provided to the community; and
WHEREAS, Laure Grammer, GIS Administrator, has recommended that Grant County
acquire and use selected ESRI software, data, documentation, technical support and
maintenance, and selected training over a three (3) year period from Environmental
Systems Research Institute, Inc., 380 New York St., Redlands CA 92373-8100 subject to
payment of fees to be shared 50/50 with Grant County Current Expense Fund and Grant
County Road Fund, and under the terms and conditions set forth in the attached
Enterprise License Agreement No. 20343515 (E214 6/08B); and
WHEI2EAS, in addition to Grant County, several agencies listed in the Enterprise
License Agreement No. 20343515 (E214 6/08B) are authorized to receive and use
selected software, data and documentation, with Grant County acting as the lead agency
responsible for management, administrator, oversight and redistribution of the software
identified in the agreement; and redistribution, use and control of the selected ESRI
software, data and documentation provided to those eligible agencies who have
completed and maintain an active GIS Interlocal Agreement with Grant County by Grant
County shall be in accordance with the terms of the Enterprise License Agreement No.
20343515 (E214 6/08B) via the Interlocal Agreement that shall flow through the
requirements of the Agreement to the eligible agencies listed on attachment A;
NOW, THEREFORE, BE IT RESOLVED, by the Board of County Commissioners of
Grant Gouniy that: (1) Grant County acquire and use selected ERSI software, data,
documentation, technical support and maintenance, and selected training over a three (3)
year period from Environmental Systems Research Institute, Inc., 380 New Yorlc St.,
Redlands, CA 92373-8100, subject to payment of fees and under the terms and
conditions set forth in the attached Enterprise License Agreement No. 20343515 (E214
6/08B) to be shared 50/50 with Grant County Cur�ent Expense Fund and Grant County
Road Fund; and (2) Laure Grammer, GIS Administrator, is authorized to execute, at other
than an open public meeting, on behalf of Grant County, the attached Enterprise License
Agreement No. 20343515 (E214 6/08B) and the attached Interlocal Agreement
(attachment B) with agencies indentified on the attached cooperative governmental public
service agencies (attachment A).
ADOP,��'ED by the Board of County Commissioners of Grant County, Washington this
�� �' day of April, 2009.
Board of County Commissioners
Of G q�t County, Washington
�
,
Cindy Cart Chair
- —,
Richard Stevens, Vice Chair
�
Carolann Swai�tz, Member
Attested:
Barbara Vasquez
Clerk,o� the Board
J. Vasquez
Exhibit A
Samaritan Healthcare Hospital #1
Quincy Valley Medical Centar Hospital #2
Columbia Basin Hospital #3
McKay Healthcare Hospital #4
Mattawa Community Medical Center Hospital #5
Coulee Community Hospital #6
Royal City Hospital District #7
Cemetery District #1 Quincy Area
Cemetery District #2 Wilson Creek Area
Cemetery District #3 Hartline Area
Cemetery District #4
Cemetery District #5
Fire District #3
Fire District #4
Fire District #5
Fire District #6
Fire District #7
Fire District #8
Fire District # 10
Fire District #11
Fire District #12
Fire District #13
Fire District # 14
Fire District #�15
Warden Area
Royal City Area
Quincy
Warden
Moses Lake
Hartline
Soap La1ce
Mattawa
Royal City
Royal Camp
Wilson Creelc
Ephrata
Electric City
Moses La1ce
Noxious Weed Board of Grant County
Weed District #1 Quincy
Weed District #3 George
Weed District #51 Warden
Weed District #52 Royal City
Park and Recreation Dist#1 Moses Lake Area
Park and Recreation Dist#2 Grant County
Wahlulce School District #73
Quincy School District #144
Warden School District #146
Coulee-Hartline School District #151
Soap Lalce School District #156
Grant School District #158
Royal School District #160
Moses Lalce School District #161
Othello School District #163
Ephrata School District #165
Odessa School District #166
Wilson Creek School District #167
Grand Coulee Dam School District #301
Port of Quincy District #1
Poi�t of Royal Slope District #2
Port of Mattawa District #3
Grant County Port District #4 Coulee City
Grant County Port District #5 Royal City
Grant County Port District #6 Wilson Creek
Grant County Port District #7 Grand Coulee
Port of Warden District #8
Port of Ephrata District #9
Port of Moses Lalce District #10
Black Sands Irrigation District
East Columbia Basin Irrigation District
Moses Lake Irrigation & Rehabilitation District
Quincy Irrigation District
Mosquito Control Dist#1, Moses Lake
Mosquito Control Dist#2, Electric City
Mosquito Control Dist#3, Coulee Ciiy
Grant Conservation District
Moses Lake Soil Conservation District
Warden Conservation District
Page 4 of 5
Exhibit B
GEOGRAPHIC INFORMATION
INTERLOCAL AGREEMENT
This AGREEMENT is made and entered into this day of , 200_, by and
between County ofi Grant, State of Washington, herein referred to as "COUNTY"; and the
hereinafter referred to as "PARTICIPANT"; which are political
subdivisions of the State of Washington.
WHEREAS, Revised Code of Washington Chapter 39.34 provides that two or more public
agencies may enter into an inter-local agreement for the performance of governmental
purpose; and
WHEREAS, the Grant County Geographical Information System Project, hereinafter referred to
as "GIS," is managed by the Grant County Assessor for Budget purposes only and is under the
direction of an oversight committee consisting of the Grant County Elected Officials and
Appointed Officials; and
WHEREAS, the COORDINATED GIS REPOSITORY, hereinafter defined as "CGR," is defined as a
Computer file server currently located at the County maintained for the storage and download
of electronic data relating to public domain GIS data; and
WHEREAS, each of the parties hereto is in the process of implementing a GIS, capable of
automated graphic display and analysis; and
WHEREAS, the parties further desire to share and exchange selected GIS resources; and
WHEREAS, the parties have and continue to incur considerable costs associated with the
development and implementation of GIS and desire to enter into a cooperative efFort to fund
the continued creation and maintenance of selected GIS resources and data sets and to fund
the CGR; and
WHEREAS, Grant County has entered into an ESRI Small Municipal And County Enterprise
License Agreement (ELA) over a three year period beginning in year 2009 and expiring in 2012;
and
WHER�AS, Grant County wishes to continue to work cooperatively with all public service
agencies; and
WHEREAS, staff inembers of the parties have met periodically, together with staff
representatives of other political subdivisions, all who share common interests in the
development of their respective GIS; and
WHEREAS, the above mentioned meetings have resulted in conceptual agreement on certain
areas of common concern, including GIS data and cost sharing; and
WHEREAS, it is understood that the COUNIY, through the Assessor's OfFice as manager ofi the
COUNTY GIS Project, may en�er into other Agreements wi�h other governmental agencies or
private entities to provide access, for a fee, to that data maintained by the COUNTY GIS; and
GIS INTERLOCAL AGREEMENT (2009 MOD)
1 OF 5
NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained,
the parties agree as follows:
1. The PARTICIPANT shall pay to the COUNTY the annual payment of Six Hundred and no/100's
Dollars ($ 600.00) due at the beginning of each Calendar year. Payment will be due within
thirty (30) calendar days after receipt of an invoice, The payment for any PARTICIPANT
joining after January 1 of any year shall be prorated for the remaining months of that year,
This payment is a non-reimbursable payment through the end of each calendar year.
2. The COUNTY shall provide the PARTTCIPANT, within four (4) weeks of approval of the
AGREEMENT (except in the case of an unforeseeable event), the following resources:
a) Initial transfer of selected digitai imagery acquired by the COUNTY via CD/ROM, DVD or
on-line ftp site; and
b) Initial transfer of public domain spatial and tabular data as maintained by the COUNTY via
CD/ROM, DVD and/or on-line ftp site. Also, the following will be provided by the COUNTY at
the above cost to the PARTICIPANT for the term of the AGREEMENT:
1) Access to updates of digital imagery as new data becomes available or is acquired by
the COUNTY via CD/ROM, DVD or on-line ftp site; and
2) Access to bi-monthly/monthly updates of spatial and tabular data as maintained by
the COUNTY via on-line ftp site or quarterly updates of spatial and tabular data as
maintained by the COUNTY via CD/ROM or DVD; and
�) Access to GIS staff assistance in the design and implementation of GIS resources
specifically relating to applications and data being developed in support of and for the
shared use of the data by the COUNTY and other PARTICIPANTS. The PARTICTPANT
understands GIS staff assistance is dependent on available time and resources.
4) Access to all ESRI software covered under the Small Municipal and County Enterprise
License Agreement (ELA),
3. The PARTICIPANT understand this agreement covers only that data placed in the CGR and
does not cover data located on other Grant County networks/fileservers/operating systems, nor
does it cover da�a obtained by Grant County under special licenses or subscriptions; and
4. The PARTICIPANT understands that the software available under the ESRI Small Municipal
and County Enterprise License Agreement is for the use of participant employees only and shal)
be removed from the participants premise upon termination of this Interlocal Agreement; and
5. The PARTICIPANT agrees to abide by the terms of the ESRI Small Municipal and County
Enterprise License Agreement (ELA) and will report to the COUNTY on an annual Basis, each
instance of installation of any ESRI software covered under the ELA; and
6. The COUNTY shall address network and/or computer failures related to the GIS in a
reasonable time frame and dependent upon available staff time and resources.
GIS INTERLOCAL AGREEMENT (2009 MOD)
20F5
7. The PARTICIPANT shall provide to the COUNTY timely updates to authorized spatial and
tabular data maintained by the PARTICIPANT including data documentation (ie, metadata).
Authorized data sets may include but are not limited to land-use information (Zoning,
Comprehensive Plan Designations, current and planned land-use) and infrastructure elements
(facilities located within the public right-of-way and on publicly owned land). Data updates will
be accomplished via CD/ROM, DVD and/or on-line ftp site.
8. The PARTICIPANT shall provide to the COUNTY blank formatted CD/ROM or DVD media prior
to receiving a data transfer to keep COUNTY cost of reproduction to a minimum.
9. The PARTICIPANT and COUNTY agree to notify the other party of any proposed changes to
the database design or data structure for data maintained in the CGR,
10. The COUNTY and the PARTICIPANT agree to the following:
a) The rights and benefits of this AGREEMENT include the right of both parties to this
AGREEMENT to utilize the aforementioned data as permitted by law; and
b) It is not the intent of either party to violate any laws of the State of Washington or of the
United States. The parties agree that in the event any provision of the AGREEMENT is held
by a court of competent jurisdiction to be .in contravention of any such laws, the parties
will enter into immediate negotiations thereon to rectify the clause or clauses in
contravention. The remainder of the AGREEMENT shall remain in full force and effect;
and
c) All costs and responsibility for hardware, software, computer communications equipmen�
and supplies, data conversion, and support services not otherwise identified herein are the
responsibility of the respective parties to this AGREEMENT; and
d) No warranties or guarantees are expressed or implied as to the accuracy of the
aforementioned data by the COUNTY or the PARTICIPANT departments or agencies; and
e) Access to data is herein defined as the right to copies of data only in digital ArcGIS,
AutoCAD and Microsoft Access or Microsoft Sequel Server database format, by either
party, by exchange of data on CD/ROM, DVD and/or on-line ftp site; and
fi� Data downloaded to the CGR is for the PARTICIPANT and COUNTY and/or their
contractors use only. The data shall not be dispersed to NON_PARTICIPANT entities by
the PARTICIPANT or COUNTY. It shall be the responsibility of the agency pos�ing data to
the CGR to provide that same electronic data to any public or private person or business.
At no time shall any PARTICIPANT or the COUNTY provide data created or compiled by
another PARTICIPANT or COUNTY to any person or business without that data being
documented as public domain data or with prior written consent from the creator of the
data.
g) Data downloaded from the CGR is for the PARTICIPANT and/or its contractors use only.
The data shall not be dispersed to NON_PARTICTPANT entities by the PARTICIPANT. It
shall be the responsibility of the PARTICIPANT posting the data to the CGR to provide
that same electronic data to any public or private person or business. At no time shall the
GIS 1NTERLOCAL AGREEIVIENT (2009 MOD)
30F5
COUNTY provide data created or compiled by the PARTICIPANT to any person or
business without that data being documented as public domain data or with prior written
consent from the creator of the data.
h) All data being dispersed or used in a public context shall contain the following disclaimer:
This map/data should not be construed as legal advice or legal opinion on any specific
facts or circumstances. The contents are intended for general information purposes only,
and you are urged to consult your own lawyer concerning your own situation and any
specific questions you may have. Infrastructure records, drawings, and other documents
have been gathered over many decades, using differing standards for quality control,
documentation and verification. All of the data provided represents current information in
a readily available format. While the data is generally believed to be accurate, occasionally
it proves to be incorrect; thus its accuracy is not warranted. Prior to taking any action
including but not limited to; property purchases, investments or physical changes to any
property based in full or in part upon the material provided, it is specifically advised that
you independently field verify the information contained in county or other public records.
i) Should any dispute arise between any PARTICIPANT and the COUNTY concerning the
terms of this AGREEMENT, the following procedure should be used prior to any judicial
remedy:
1) The parties will attempt to resolve the problem(s) through discussions and negotiations
under the auspices of the Grant County As�e�sor's Office.
This AGREEMENT shall remain in force from the effective date of this AGREEMENT through
December 31, 2009 with the option to renew on an annual basis thereafter. The COUNTY or the
PARTICIPANT may terminate this AGREEMENT with thirty (30) days prior written notice.
Should the PARTICIPANT terminate the AGREEMENT, the COUNTY will not reimburse the
PARTICIPANT for any portion of the prepaid fee amount.
Damages arising pursuant to this AGREEMENT shall be limited to the dollar amount the
PARTICIPANT has paid for services under this AGREEMENT in the preceding twelve months.
This AGREEMENT constitutes the entire agreement and understanding of the parties hereto and
supersedes all other oral and written negotiations, AGREEMENT and understandings of every
kind. The parties understand, agree and declare that no promise, warranty, statement or
representation of any kind whatsoever, which is not expressly stated in this AGREEMENT, has
been made by any party hereto or its officers, employees, or other agents to induce execution
of this AGREEMENT.
GIS 1NTERLOCAL AGREEMENT (2009 MOD)
4 OF 5
CORRESPONDENCE:
Invoices, payments and notices shall be delivered to the parties by personal service, hand
delivery or United S�ates mail at the following addresses:
TO COUNTY: Laure Grammer , GIS Administrator
Grant County
PO Box 37
35 C St. NW
Ephrata, WA 98823
TO PARTICIPANT:
WITNESS:
IN WITNESS WHEREOF, the parties hereto have set their hands the day and year first above
written.
:
county
Approve as to Form:
D. Angus Lee
Prosecuting Attorney
Attes�: Barbara Vasquez
L3�
Board of Grant County Commissioners
Cindy Carter, Chairman
Richard Stevens, Commissioner
Clerk of the Board Carolann Swartz, Commissioner
Participant
Constituting the Board of County Commissioners
for Grant County, Washington
GIS INTERLOCAL AGREEMENT (2009 MOD)
SOFS
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ENVIRONMENTAL SYSTEMS RESEAIZCH INSTITUTE, INC.
ESRI, Inc.
380 New York Street
Redlands, CA 92373-8100
Phone:909-793-2853 Fax:909-307-3049
bUNS Number: 06-313-4175 CAGE Code: OAMS3
To expedite your order, p/ease attach a copy of
this quotation to your purchase order.
Quote is valid from: 03/20/2009 To: 06/18/2009
Quotation # 20343515
Date: March 20, 2009
Customer # 25632 Contract #
COUNTY OF GRANT
GIS OFFICE
35CSTNW
EPHRATA, WA 98823
ATTENTION: Megan Smith
PHONE: (509) 754-2011
FAX: 509-754-6575
Material Qty Description Unit Price Total
110037 1 Populations of 50,000 Up to 100,000 Small Government Enterprise License 50,000.00 50,000�00
Agreement
Year 1
111638
110037
111638
110037
111638
1 ArcPad and ArcPad Application Builder Populations of 50,000 Up to
100,000 Small Enterprise License Agreement
Year 1
1 Populations of 50,001 to 100,000 Small Government Enterprise License
Agreement
Year 2
1 ArcPad and ArcPad Application Builder Populations of 50,000 Up to
100 ,000 Small Government Enterprise License Agreement
Year 2
1 Populations of 50,001 to 100,000 Small Government Enterprise License
Agreement
Year 3
1 ArcPad and ArcPad Application Builder Populations of 50,000 Up to
100 ,000 Small Government Enterprise License Agreement
Year 3
1
1,000.00
50,000.00
1,000.00
50,000.00
1,000.00
1,000.00
50,000.00
1,000.00
50,000.00
1,000.00
Item Total: 153,000.00
Subtotal: 153,000.00
Sales Tax:
Estimated Shipping & Handling(2 Day Delivery) :
Contract Pricing Adjust:
Total
12,087.00
0.00
0.00
$165,087.00
Quoted By: Robert Woll, (800) 447-9778 x1306 Account Manager: Jenny Brogdon
Email: rwoll@esri.com Email: jbrogdon@esri.com
Acceptance of this quotation is limited to the ESRI License Agreement and the Quotation Terms and Conditions
This Quotation is made in confidence for your review. It may not be disclosed to third parties, except as required by law.
If sending remittance, p/ease address to: ESRI, File No. 54630, Los Ange/es, Ca 90074-4630
WOLLR 7hic nffc+r ic limitarl 4n tha tc+rmc anrl rnnrli4innc inr.nrnnra4arl anrl afi4arharl harain
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SIVIALIL MUI+tICIPAL AN� COIJNTY
ENi'ERPRISE LICF�NSE AGREL+;MEPi'I"
(E214 6/08B)
ESRI, 380 Now York St., Recilands, CA 92373-8100 USA � TEL 909-793-2853 • f-AX �309-'193-5953
ihis Small Municipal and Cnunty �nterprise License �greement (hereafter °"ELA") is by and between the
organization id�ntified in the quotation ('°Licensee") and �nvironmental Systems f�esearch Institute, Inc. ("�SRI"),
with offices at 380 New York Street, Redlands, California 923i3�8100,1"his ELA is �ffective ("Effective Date") as
of the date of receipt of Licens�e's Purchase Order citing this ELA,1'his EL� grants Licensee certain rights to use
ESRI Softwa�°e, Data, UVeb Services, and Documentation and provides mainten�nce over a limited, fixed peri�d �f
time fram �he �ffectiv� Date subject to paym�nt of fees and the ter•ms of this ELA,
i"his ��.A is composed vf (i) this signature page, (ii) the ELA Terms and Conditions, (iii) Exhibit 1—Saope of Use
(E300), and (iv) the ELA G�uotation, which together constitute the sole and entire agreement of the parties as to
the subJect rr�atter set forth herein. Should there be any conflict beiwsen the terms and conditions of the
do�umenfis thafi comprise the �LA, the ELA ierms and Conditions shall take precedence over the other
documents �f the ELA. The descending order of precedence for the remaining documents shall be in the following
order: �xhibit 1�---Scope of Use (�300), the �LA Quotation, and the signatur� page.
Thi� ELA supersedes any previous agreements, proposals, presentations, understandings, and arrangements
between the parties relating to such subject matter, which is the licensing of the Enterprise Software. Exc�pt as
provided in Section 9.1 Future Versions9 any modifications or amendments fo the ELA must be in writing and
signed by an awpthorizea� re�re�sentative of each ��rty. Licensee agrees that any different or addAtional te� �ns nr
ccan�iitions in r; ���ith L�-���on:=:+��:a°.:y Pur�h�se Order ���11 r�ot apply �nd the terms of this �LA shall ��F°�;�ern, �
Licensee may acce�t this agreement by signing and r�turning this ELA with a Purchase Order or by issuing a
Purchase Ord�r signed by Licensee, whi�h shall reference the ELA Quotation and shall include the follnwing
�tatem�nt on the face of its F'urchase �rder: Tbl� �URCl�AS€ ORD�R I� GOVERNED �Y THE 1°ERM� AfVq
CONDIil01�5 OF i�l� ESR! SMALL MUNICIPAL, AND COUNTY ELA, AND ANl( DIFFERENi OR
ADDITI�NAL TERMS ANp CONDITIONS IN �R WITM THIS PURCHASE ORDER SF{paL.L NOT APPLY.
Licensee will refurn this �LA and its P'urchase Ord�r to: Attn.: �SRI �ustomer Service, Dept. SG��LA, 3�0 New
York Street, Redlands, CA 92373-�1 Q0; e�mail to service@esri.com; or fax to 909-307-3083.
ACC�F�T'�p AN� AC7R�ED:
� �� � ��� � � � �� ��
(�icensee)
�y: �
Sign ure
f'rinted Name: � , ���„���
" ' _. ._ .a+ � �'� . '�it_�_�. N. . _
�. ' � ;���y, .%l��y �
Licensee Contact Information
Contact: �,�s�t. °� � _ r�_ 7elephone: t ��� `7�� ��)� ,��,�
Address: �a ��� �7 �s � �.}. �01�
���yy �6�ll.iy Ll�o ___.� @°� � 8 6vY0lL$. • R�o � tldJ�
EL� Quotation Numbere �,3��,�/�
Fax: �(��� �1 ��f- �5?�`
E-Illal�; ���'°�f�idp9�8'����6°`��' �1�. /,�
ESRI Contra�t Nurnber:
Page 1 of 5 E214 6/08B
ELA TERMS AND CONDITIONS
ARTICLE 1—DEFINITIONS
Definitions. The terms used are defined as follows:
■ "Data" means 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 ELA.
■ "Deploy," "Deployed," or "DeploymenY' means to
redistribute and install or the redistribution and installation
of the Enterprise Software or its having been redistributed
and installed by Licensee on Licensee's hardware.
■ "Documentation" means all printed and digital materials
including, but not limited to, help files, user reference
documentation, training documentation, or technical
information and briefings.
� "ELA Maintenance" means Tier 2 Support, updates, and
patches provided by ESRI to Licensee for the Enterprise
Software.
■ "ELA Fee" means the fee set forth in the ELA Quotation.
■ "ELA Quotatfon" means the Small Municipal and County
ELA offer letter and ESRI quote form.
■ "Enterprise Software" means the Software, Data, Web
Services, and Documentation identified in the ELA
Quotation as Enterprise Software.
� "IncidenY' means a failure of the Software to operate
according to the Documentation in which such failure
substantially impacts operational or functional performance.
� "License Agreement" and "ELA" are used interchangeably
and mean the license terms and conditions including
Exhibit 1—Scope of Use (E300) that apply to Enterprise
Software provided to Licensee by ESRI under this
agreement.
� "Software" means the actual copy of all or any portion of
ESRI's proprietary software technology, accessed or
downloaded from an authorized ESRI Web site, or
delivered on any media, in any format, including backups,
updates, service packs, patches, hot fixes, or permitted
merged copies.
■ "Samples" means sample code, sample applications, add-
ons, or sample extensions of Software, Data,
Documentation, or Web Services.
■ "Technical Support" means a process to attempt to resolve
reported Incidents through error correction; patches; hot
fixes; workarounds; replacement deliveries; or any other
type of Software, Data, or pocumentation corrections or
modifications.
■ "Tier 1 Help Desk" means Licensee point of contact from
which all Tier 1 Support will be given to Licensee.
■ "Tier 1 Support" means the Technical Support provided by
the Tier 1 Help Desk as the primary contact to Licensee in
attempted resolution of reported Incidents.
■ "Tier 2 Support" means the Technical Support provided by
ESRI to the Tier 1 Help Desk when the Incident cannot be
resolved thraugh Tier 1 Support.
s "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, excluding Virtual
Campus.
ARTICLE 2—INTELLECTUAL PROPERTY RIGHTS AND
RESERVATION OF OWNERSHIP
The Enterprise Software are licensed and not sold. ESRI and its
licensors own the Enterprise Software, which are protected by
United States and applicable international laws, treaties, and
conventions regarding intelleatual property and proprietary rights
including trade secrets. Licensee agrees to use reasonable
means to protect the Enterprise Software from unauthorized use,
reproduction, distribution, or publication. ESRI and its third-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 and conditions of this
ELA, ESRI grants to Licensee a limited term, personal,
nonexclusive, nontransferable license solely to
Use, copy, and Deploy an unlimited quantity of the
Enterprise Software excluding ESRI Developer Network
(1) for the term identified in this ELA and (2) for Licensee's
own internal use.
Deploy one subscription of the ESRI Develaper Network
for use by a single named developer for the term of this
ELA.
Access and use any secure ESRI Web site resources
made available to Licensee for Licensee's 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 ESRI
confidential information.
3.2 Consultant Access. Subject to 3.1, Licensee may provide
access to the Enterprise Software to any consultant or contractor
of Licensee, provided consultants and contractors use is for the
sole benefit of Licensee while (i) working on-site at Licensee's
facilities or (ii) remotely using/accessing Enterprise Software from
Licensee's on-site computers or machines. Licensee shall be
responsible for compliance by consultants or contractors with the
terms and oonditions of this ELA. Licensee shall require
consultant or contractor to discontinue use of and access to
Enterprise Software upon completion of work for Licensee.
ARTICL@ 4—SCOPE OF USE
4.1 Permitted Uses
a. Licensee may install and store the Software, Data, and
Documentation on electronic storage device(s).
b. Licensee may make one (1) copy of the Software, Data, and
Documentation for archival purposes. Licensee may make
routine computer backups.
c. Licensee may customize the Software using any (i) macro or
scripting language, (ii) published application programming
intertace (API), or (fii) source or object code Ifbraries, but only
to the extent that such customization is described in the
Documentation.
d. Licensee may use, copy, or prepare derivative works of the
Documentation supplied in digital format and thereafter
reproduce, display, and redistribute the customized
documentation only for Licensee's own internal use. Portion(s)
of Documentation supplied in digital format merged with other
software and printed or digital documentation are subject to
this ELA. Licensee shall include the following copyright
attribution notice acknowledging the proprietary rights of ESRI
and its licensor(s): "Portions of this document include
intellectual property of ESRI and its licensor(s) and are used
herein under license. Copyright O[Insert the actual copyright
date(s) from fhe source materials] ESRI and its licensor(s). All
rights reserved."
4.2 Uses Not Permitted
Except as provided herein, Licensee shall not sell, rent, lease,
sublicense, lend, assign, or time-share the Enterprise
Software. Licensee shall not act as a service bureau or
commercial application service provider (ASP) that allows
third party access to the Enterprise Software. A commercial
ASP means a Licensee who uses Enterprise Software for a
Page 2 of 5 �214 6/08B
site or service and operates the site or the service for a profit
or generates revenue by charging for access to the site or
service.
b. Licensee shall not redistribute the Software to unauthorized
third parties, in whole or in part, including, but not limited to,
extensions, components, or DLLs, without the prior written
approval of ESRI.
c. Licensee shall not reverse engineer, decompile, or
disassemble the Enterprise Software, except to the extent thal
such activity is expressly permitted by applicable law
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, the Enterprise Software,
e. Licensee shall not redistribute the Software registration
number/license authorization file(s), developer license file(s),
or Web Services access codes to unauthorized third parties
without the prior approval of ESRI.
f. Licensee shall not use the Software or Web Services to
transfer or exchange any material in where such transfer or
exchange is prohibited by intellectual property laws or any
other applicable laws.
g. Licensee shall not remove or obscure any ESRI or its
licensor(s) patent, copyright, trademark, or proprietary rights
notices contained in or affixed to the Enterprise Software.
h. Licensee shall not unbundle individual or component parts of
the Software or Data for independent use.
i. Hard-copy Documentation may not be copied.
j. Licensee shall not use, transfer, redistribute, or Deploy
Enterprise Software outside of the United States.
ARTICLE 5—TERM AND TERMINATION AND EXPIRATION
5.1 Term. The term of the ELA shall be three (3) years from the
Effective Date, unless this ELA is terminated earlier as provided
herein. The term of all licenses and the authorized period of use
for all Enterprise Software Deployed shall be concurrent with the
term of this ELA. No indefinite or perpetual term license grants
are provided with this ELA.
5.2 Termination for Lack of Funds. Either party may terminate
this ELA for Lack of Funds. Lack of Funds is the inability of
Licensee to secure appropriation oP funds through the legislative
or governing body's approval process for annual payments due.
5.3 Termination for a Materlal Breach. Either party may
terminate this ELA for a material breach by the other party. The
breaching party shall be given a period of ten (10) days from date
of written notice to cure any material breach.
5.4 No Use Upon Expiration or Termination. Upon expiration or
termination of this ELA, all Enterprise Software Deployed shall
terminate. Licensee shall cease access and use of Web Services
and clear Web Services client-side data cache and uninstall,
remove, and destroy all Deployed Software, Data, and
Documentation and any whole or partial copies, modifications,
media, or merged portions in any form and execute and deliver
evidence of such actions to ESRI. ELA Maintenance, Virtual
Campus access, and User Conference Registrations shall also
terminate.
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) the
media upon which the Software, Data, and Documentation are
provided will be free from defects in materials and workmanship
under normal use and service for a period of ninety (90) days
from the date of receipt.
6.2 Data and Web Services Disclaimer. The Data and Web
Services may contain some nonconformities, defects, errors, or
omissions. THE DATA AND WEB SERVICES ARE PROVIDED
"AS IS" WITHOUT WARRANTY OF ANY KIND. Without limiting
the generality of the preceding sentence, ESRI and its licensor(s)
do not warrant that the Data and Web Services will meet
Licensee's needs or expectations, that the use of the Data and
Web Services will be uninterrupted, or that all nonconformities
can or will be corrected. ESRI and its licensor(s) are not inviting
reliance on this Data or Web Services, and Licensee should
always verify actual Data or Web Services.
6.3 Special Disclaimer. SAMPLES AND HOT FIXES ARE
DELIVERED "AS IS" WITHOUT WARRANTY OF ANY KIND.
LICENSEE ASSUMES ALL RISK AS TO THE QUALITY AND
PERFORMANCE OF THE SAMPLES AND HOT FIXES.
6.4 Internet Disclaimer. THE P,�RTIES EXPRESSLY
ACKNOWLEDGE AND AGREE THAT THE INTERNET IS A
NETWORK OF PRIVATE AND PUBLIC NETWORKS, AND THAT
(i) THE INTERNET IS NOT A SECURE INFRASTRUCTURE,
(ii) THE PARTIES HAVE NO CONTROL OVER THE INTERNET,
AND (iii) NONE OF THE PARTIES SHALL BE LIABLE FOR
DAMAGES UNDER ANY THEORY OF LAW RELATED TO THE
DISCONTINUANCE OF OPERATION OF ANY PORTION OF
THE INTERNET OR POSSIBLE REGULATION OF THE
INTERNET THAT MIGHT RESTRICT OR PROHIBIT THE
OPERATION OF THE WEB SERVICE.
6.5 General Disclaimer. EXCEPT FOR THE ABOVE EXPRESS
LIMITED WARRANTIES, ESRI DISCLAIMS ALL OTHER
WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED,
INCLUDING, BUT NOT LIMITED TO, THE IMPLIEb
WARRANTIES OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE, NONIfVTERFERENCE, SYSTEM
INTEGRATION, AND NONINFRINGEMENT OF INTELLECTUAL
PROPERTY RIGHTS. ESRI DOES NOT WARRANT AND
DISCLAIMS THAT THE ENTERPRISE SOFTWARE WILL MEET
LICENSEE'S NEEDS; THAT LICENSEE'S OPERATION OF THE
SAME WILL BE UNINTERRUPTED, ERROR FREE, FAULT
TOLERANT, FAIL-SAFE; OR THAT ALL NONCONFORMITIES
CAN OR WILL BE CORRECTED. SOFTWARE, DATA, WEB
SERVICES, AND DOCUMENTATION ARE NOT DESIGNED,
MANUFACTURED, OR INTENDED FOR USE IN
ENVIRONMENTS OR APPLICATIONS THAT MAY LEAD TO
DEATH, PERSONAL INJURY, OR PHYSICAL PROPERTY/
ENVIRONMENTAL DAMAGE. ANY SUCH USE SHALL BE AT
LICENSEE'S OWN RISK AND COST.
6.6 Exclusive Remedy. Licensee's exclusive remedy and ESRI's
entire Ilability for breach of the limited warranties set forth in this
Article 6 shall be limfted, at ESRI's sole discretion, to
(i) replacement of any defective media;_(ii) repair, correction, or a
workaround for the Software subject to the ESRI Support
Services Policy; or (iii) return of the license fees paid by Licensee
for the Software or pocumentation that does not meet ESRI's
limited warranty, provided that Licensee uninstalls, removes, and
destroys all copies of the Software or pocumentation and
executes and delivers evidence of such actions to ESRI.
ARTICLE 7—LIMITATION OF LIABILITY
7.1 Disclaimer of Certain Types of Liability. ESRI AND ITS
LICENSOR(S) SHALL NOT BE LIABLE TO LICENSEE FOR
COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR
SERVICES; LOST PROFITS; LOST SALES OR BUSINESS
EXPENDITURES; INVESTMENTS; BUSINESS COMMITMENTS;
LOSS OF ANY GOODWILL OR FOR ANY INDIRECT, SPECIAL,
INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING OUT
OF OR RELATED TO THIS ELA OR USE OF THE ENTERPRISE
SOFTWARE, HOWEVER CAUSED ON ANY THEORY OF
LIABILITY, WHETHER OR NOT ESRI OR ITS LICENSOR(S)
Page 3 of 5 E214 6/08B
HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGE. THESE LIMITATIONS SHALL APPLY
NOTWITHSTANDING ANY FAILURE OF ESSENTIAL
PURPOSE OF ANY LIMITED REMEDY.
7.2 General Limitation of Llability. EXCEPT AS PROVIDED IN
ARTICLE 8—INFRINGEMENT INDEMNITY, ESRI'S TOTAL
CUMULATIVE LIABILITY HEREUNDER, FROM ALL CAUSES
OF ACTION OF ANY KIND, INCLUDING, BUT NOT LIMITED
TO, CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT
LIABILITY, BREACH OF WARRANTY, MISREPRESENTATION,
OR OTHERWISE, SHALL NOT EXCEED THE AMOUNTS PAID
BY LICENSEE FOR ENTERPRISE SOFTWARE PURSUANT TO
THIS ELA.
7.3 lipplicability of Disclaimers and Limitations. The parties
agree that ESRI has set its prices and entered into this ELA in
reliance upon the disclaimers and limitations set forth herein, that
the same 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 ESSGNTIAL
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, which may be incurred by Licensee
against any claims, actions, or demands by a third party alleging
that the Software infringes a U.S. patent, copyright, or trademark
provided
a. Licensee promptly notifies ESRI in writing of the claim;
b. Licensee provides documents clearly describing the
allegations of infringement;
c. ESRI has sole control of the defense of any actions and
negotiations related to the defense or settlement of any
claim; and
d. Licensee cooperates fully in the defense of the claim.
8.2 If the Software is found to infringe a U.S, patent, copyright, or
trademark, ESRI, at its own expense, may either (i) obtain rights
for Licensee to continue using the Software or (ii) modify the
allegedly infringing elements of the Software while maintaining
substantially similaY software functionality or data/informational
content. If neither aiternative is commercially reasonable, the
infringing items shall be returned to ESRI, the license shall
terminate, and Licensee shall uninstall the infringing items, ESRI's
entire liability shall then be to indemnify Licensee pursuant to
section 8.1 and to refund a portion of the fees paid by Licensee in
the current fee payment period. The refund will be calculated for
the time remaining for the fee payment period, starting from the
notice date of infringement to the end of the fee payment period.
8.3 ESRI 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 the
Software by (i) the combination of or integration with a product,
process, or system not supplied by ESRI; (ii) material alteration by
�nyone other than ESRI or contractors acting on behalf of ESRI;
(iii) use after Licensee has been notified of possible infringement;
or (iv) use after modifications are provided or a return is ordered
by ESRI under section 8.2.
8.4 In no event shall the indemnification set forth in this Article 8
apply to any Samples or hot fixes delivered hereunder.
THE FOREGOING STATES THE ENTIRE OBLIGATION 01=
ESRI AND ITS DISTRIBUTOR WITH RESPECT TO
INFRINGEMENT OR ALLEGATION OF INFRINGEMENT OF
INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY.
ARTICLE 9—GENERAL PROVISIONS
9.1 ruture Versions. Updated or new Enterprise Software may
require additional or revised terms and conditions. Terms and
conditions subject to revision are limited to Article 1—Definitions,
Article 4—Scope of Use and Exhibit 1—Scope of Use (E300), or
any term as required by law. ESRI may provide notice of the
revisions to Licensee in writing or by posting them on ESRI's Web
site at www.esri.com/legal. The revisions shall be incorporated
into this ELA upon use of the updated or new Enterprise
Software. Should Licensee reject the revisions, then Licensee
shall not install or use the revised, updated, or new Enterprise
Software.
9.2 Export Control Regulations. Licensee expressly
acknowledges and agrees that Licensee shall not export,
reexport, transfer, or release the Enterprise Software, in whale or
in part, to (i) any U,S, embargoed country (or to national or
resident of any U.S. embargoed country); (ii) any person on the
U.S. Treasury DepartmenYs list of Specially Designated
Nationals; (iii) any person or entity on the U.S. Commerce
DepartmenYs Table of Denial Orders; or (iv) any person or entity
to where such export, reexport, or provision violates any U.S.
export control laws or regulations including, but not limited to, the
terms of any export license or licensing provision and any
amendments and supplemental additions to U.S. export laws as
they may occur from time to time.
9.3 Taxes and Fees. License fees quoted to Licensee are
exclusive of any and all taxes or fees, including, but not limited to,
sales tax, or use tax.
9.4 No Implied Waivers. The failure of either party to enforce any
provision of this ELA 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
ELA is held to be unenforceable for any reason, such 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 ELA without ESRI's prior written consent, and any
attempt to do so without consent shail be void. This ELA shall be
binding upon the respective successors and assigns of the parties ______
to this ELA.
9.7 Survival of Terms. The provisions of Articles 2, 5, 6, 7, 8,
and 9 of this ELA shall survive the expiration or termination of this
ELA.
9.8 Equitable Relief. The parties agree that any breach of this
ELA may cause irreparable damage and that, in the event of such
breach, in addi#ion to any and all remedies at law, a party shall
have the right to seek an injunction, specific pertormance, or other
equitable relief in any court of competent jurisdiction.
9.9 Governing Law. This ELA shall be governed by and
,construed in accordance with the laws of the state in which
Licensee is located without reference to conflict of laws principles,
except that U.S. federal law shall govern in matters of intellectual
property.
ARTICLE 10—ELA MAINTENANCE
ELA Maintenance for Software provided under this ELA is
included with the ELA Fee. ELA Maintenance includes standard
maintenance benefits specified in the most current applicable
ESRI U.S. Software Maintenance Program document (found at
www.esri.com/legal) as modified by this Article 10—ELA
Page 4 of 5 E214 6/08B
Maintenance. ELA Maintenance does not include Technical
Support for Web Services.
a. Tier 1 Support Provided by Licensee
(1) Licensee shall provide 7ier 1 Support through the
Tier 1 Help Desk to all Licensee's authorized users.
(2) The Tier 1 Heip Desk shall use analysts fully trained in
the Software they are supporting.
(3) At a minimum, Tier 1 Support shall include those
activities that assist Licensee in resolving how-to and
operational questions as well as questions on
installation and troubleshooting procedures.
(4) Tier 1 Support analysts shall be the initial points of
contact for all questions and Incidents. Tier 1 Support
analysts shall obtain a full description of each reported
Incident and the system configuration from Licensee.
This may include obtaining any customizations, code
samples, or Data involved, if applicable, to the
Incident. Analysts shall also use any other information
and databases they may develop to satisfactorily
resolve Incidents.
(5) If the Tier 1 Help Desk cannot resolve the Incident, an
authorized Tier 1 Help Desk individual may contact
ESRI Technical Support. The Tier 1 Help Desk shall
provide support in such a way as to minimize repeat
calls and make solutions to problems available to
Licensee.
(6) Tier 1 Help Desk individuals identified by Liaensee are
the only individuals authorized to contact ESRI directly
for Tier 2 Support. Licensee may revise named
individuals by written notice.
b. Tier 2 Support Provided by ESRI
(1) ESRI shall log calls received from the 7ier 1 Help
Desk individuals.
(2) ESRI shall attempt to resolve the Incident by assisting
the Tier 1 Help Desk individuals.
(3) When the Incident is resolved, ESRI shall
communicate the information to the Tier 1 Help Desk
individuals, and the Tier 1 Help Desk shall
disseminate the resolution to Licensee.
ESRI may, at ESRI's sole discretion, make patches, hot fixes, or
updates available for downloading from ESRI's Web site or deliver
them on media.
ARTICLE 11—ORDERING, ADMINISTRATIVE PROCEDURES,
DELIVERY, AND DEPLOYMENT
11.1 Purchase Orders, Delivery, and Deployment
a. Licensee shall issue a Purchase Order upon execution of the
ELA and annually thereafter in accordance with the payment
schedule. Payment shall be due and payable within thirty (30)
days of the anniversary date of the Effective Date, with the
initial payment due within thirty (30) days of execution of the
E LA.
b. Upon receipt of the initial Purchase Order from Licensee,
ESRI shall deliver two (2) sets of inedia containing the
Software, Data, and Documentation to Licensee for
Deployment activities. ESRI shall ship the media to the shfp-to
address identified on the Purchase Order, FOB Destination,
with shipping charges prepaid. Licensee may purchase
additional media sets at the prices in effect at the time of
purchase.
c. ESRI shall provide Licensee with up to ten (10) hardware
keys. Additional hardware keys may be ordered at the prices
in effect at the time of purchase.
ESRI shall provide registration numbers or keycodes, as
applicable, to activate the nondestructive copy protection
program that enables the Software to operate.
Licensee shall Deploy, install, configure, and track installation
of the Software and Data.
11.2 Purchase Order Requirements
All orders pertaining to this ELA shall be processed through
Licensee's centralized point of contact.
The following information shall be included in each Purchase
Order:
(1) Licensee name, ESRI customer number, if known, and
bill-to and ship-to addresses
(2) Purchase Order number
(3) Applicable annual payment due
(4) On the face page of its Purchase Order (or ordering
document), Licensee shall insert� THIS PURCHASE
ORDER IS GOVERNED BY THE TERMS AND
CONDITIONS OF THE ESRI SMALL MUNICIPAL AND
COUNTY ELA, AND ANY DIFFERENT OR ADDITIONAL
TERMS AND CONDITIONS IN OR WITH THIS
PURCHASE ORDER SHALL NOT APPLY.
ARTICLE 12—ENDORSEMENT AND PUBLICITY
This ELA shall not be construed or interpreted as an exclusive
dealings agreement or an endorsement of ESRI by Licensee.
Licensee agrees that upon execution of the ELA, ESRI may
publicize the existence af this ELA with Licensee.
A�RTICLE 13—ADMINISTRATIVE REQUIREMENTS
13.1 OENi Licenses. If Licensee obtains Software, Data, Web
Services, or any component thereof as part of an original
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 from the
OEM business partner or ESRI, directly or indirectly, as a result of
or based on the availability of such Software, Data, or Web
Services, as Enterprise Software under this ELA. In addition, such
Software, Data, Web 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.
13.2 Product Obsolescence. During the term of this ELA, some
Enterprise Software items may become obsolete, may no longer
be commercially offered, or may no longer be available for
unlimited quantity Deployment. Licensee may continue to use
such Enterprise Software that has been Deployed for the term of
the ELA, but updates for such obsolete Enterprise Software may
not be available. ESRI's Product Life Cycle Support Policy,
available at
http://support,esri.com/index.cfm?fa=knowledgebase.productLife
Cycles.gateway, deflnes the support phases and overall support
plans. ELA Maintenance shall be subject to the Product Life Cycle
Support Status, which can be found at http://support.esri.com/
index.cfm?fa=software.gateway by selecting the product type,
then clicking the Product Life Cycle link for specific product plans.
13,3 Renewal. Upon expiratlon of this ELA, the parties will
evaluate Licensee's requirements. Any follow-on ELA will be
offered in accordance with license terms and condition and pricing
then in effect and based upon Licensee's then current population
count.
Page 5 of 5 E214 6/08B
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EXHIBIT 1
SCOPE OF USE
(E300 5/08C)
ESRI, 380 New York St., Redlands, CA 92373-8100 USA • TEL 909-793-2853 • FAX 909-793-5953
The scope of use For each ESRI Software identified below is described in the applicable footnotes listed in parentheses.
Deslctop GIS
� ArcReader (20 and 25)
• ArcView (1 or 2 and 25 and 44)
• ArcEditor (1 or 2 and 25, 26 and 44)
• ArcInfo (2, 25, 26 and 44)
� ArcGIS Desktop Extensions (7)
a ArcView 3.x and Extensions (1, 7, and 17)
Server GIS
• ArcGIS Server and Extensions
- Workgroup (either 3, or 5, and 8, 9, 25, 28, 29,
30, 32, 38, 39, 40 and 45)
- Enterprise (either 3, 4, or 5, and 8, 9, 25, 27, 31,
38, 39, 40 and 45)
• ArcIMS
- ArcIMS and Extensions (either 3, 4, or 5, and 8,
10, and 31)
- ArcIMS ArcMap Server (either 3, 4, or 5,
and 31)
• Tracking Server (5 and 31)
� ArcGIS Image Server (either 3, 4, or 5, and 8, 31,
and 42)
- ArcGIS Image Server Service Editor (1)
• RouteMAP IMS (either 3, 4, or 5, and 8, 25
and 31)
• ArcGIS Business Analyst Server (5, 8, 9, 21, 25,
28, 39, 40, and 45)
Mobile GIS
• ArcPad (1, 12, 13 and 25)
• ArcPad Application Builder (1 and 25)
• ArcGIS Mobile Deployments (1, 15, 16 and 25)
Developer GIS
• ESRI Developer Network (EDN) Software, Web
Services, and Data (6, 7, 24, 25, 26, 33, 34, 35,
and 36)
• ArcGIS Engine Developer Kit and Extensions
(1 and 14, 15, 22, 25, 26 and 43)
• ArcGIS Engine Runtime and Extensions (1, 15, 22,
25 and 26)
• MapObjects-Windows Edition (1, 14, 15, 16,
and 18)
• MapObjects-Java Edition (1, 5, 8, 15, 18, and 19)
• MapObjects LT (1, 14, and 16)
• NetEngine (1, 5, and 15)
• NetEngine Internet (5)
GIS Viewers nnd Connectors
• ArcExplorer-Java and Windows Editions (20 and
25)
• ArcGIS Explorer (20 and 25)
• ArcGIS For AutoCAD (1, 20 and 25)
Business GIS
� ArcGIS Business Analyst (1 or 2 and 25 and 45)
• BusinessMAP (1 and 25)
� ArcLogistics (either 1 or 2 and 25)
• ArcLogistics Server (5, 8, 9, 21, 25, 28, 39, 40,
and 45)
• ArcLogistics Navigator Deployments (1, 15,
and 16)
Cartographic Production
� Maplex (1)
• Production Line Tool Set (PLTS) for ArcGIS, GIS
Data ReViewer; Map Production System-Atlas, Job
Tracking for ArcGIS (JTX) (either 1 or 2), Job
Tracking for ArcGIS Server (either 4 or 5, and 7)
Web Services
• ArcGIS Online (6, 25, 33, 34, and 35)
Data
• ESRI Data and Maps (either 1 or 5, and 23 and 37)
• Demographic Data (either 1, 2 or 5)
- CommunityInfo
- Retail Marketplace
- Consumer Expenditure
• Community Tapestry Data (either 1, 2 or 5, and 21)
• Community Coder (either 1, 2, or 5, and 21)
• Sourcebooli•America (1)
• ArcGIS Data Appliance-Server Bundle or Data
Only (6, 23, and 25)
• StreetMap Premium (either 1, 2 or 5, and 23
and 25)
1. "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 so long as only one (1) copy of the Software, Data, and Documentation is in use at
any one time.
2. "Concurrent Use License." Licensee may install and use the Software, Data, and Documentation on computer(s) on a
network, but the number of simultaneous users may not exceed the number of licenses acquired.
Page 1 of 3 E300 5/08C
3. "Development Server License," Licensee may install and use the Software on a single computer to design and build
applications that interface with or utilize seiver Software as described in the Documentation.
4. "Staging Server License.° In addition to the Development Server License Rights, Licensee may trse and install the
Software for the following purposes: user acceptance testing, performance testing, load testing of other third-party
software, staging new commercial data updates, and training activities.
5. "Deployment Server License." In addition to tha Staging Server License Rights, Licensee may install and use the
Software or Data to provide services to multiple users on the same or other computer(s).
6. Provided only as a Term License.
7. Extensions to Software programs follow the same scope of use as that granted for the corresponding Software progr�ms.
8. The administration tools for the Software may be copied and redistributed throughout Licensee's organization.
9. User-developed ArcGIS Server administration tools may be copied throughout Licensee's organization, bul the
ArcCatalog application (found in ArcGIS Desktop) may not be copied.
10. The ArcIMS license includes the right to deploy MapObjeets—Windows Edition applications on the Internet or intranet,
Licensee shall not develop client/server sohltions with the ArcIMS Java Archive (JAR) files without a license for the
MapObjects—Java �dition Developer Kit.
11. Reserved
12. ArcPad SOFTWARE IS NOT LICENSED FOR NAVIGATIONAL USE.
13. "Dual Use License" means the Software may be installed on a desktop computer and may be used simultaneously with
eithe�• a personal digital assistant (PDA) or handheld mobile computer so long as the Software is only used by a single
individual at any one (1) time.
14. Developers must inchide the following attribution with any deployed MapObjects application: "Portions of this computer
program are owned by LizardTech, Inc., and are Copyright �O 1995-2002 LizardTech, Inc., and/or the University of
California. All rights reserved. U.S, Patent No. 5,710,835."
15. Deployment licenses for deslctop or Inlernet application(s) may be subject to payment of additional license fees.
16. Licensee may deliver applications to its sttblicensee(s) provided Licensee uses a written sublicense agreement that
protects ESRI's rights in its Software, Data, Web Services, and Documentation to the same extent as the ESRI License
Agreement inchiding, 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. Sublicensee may not use any ESRI Software, Data, Web Services, or pocumentation, in whole or in part,
separate from Licensee's executable application; and
c. Third-party dependent or required components are redistributable subject to permission from the owner or
author.
17. Licensee may use Business Objects Ciystal Reports software only with the ArcView 3.x Softwaxe 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 system to cache or queue report requests.
18. The Deployment license is per application per computer.
19. The MapObjects—Java Edition contains Java Archive files, which indicate they are authentic ESRI-certificated files
when used over the Internet. Licensee shall not use ESRI certi�cation or reference ESRI as a source of trusted content in
any modi�ed MapObjects Java Archive files. Licensee may deploy the umnodified Java class ESRI certified libraries as
an integral part of the Licensee's application(s).
20. Licensee may reprociuce and deploy the Software provided all of the following occur: (a) The Software is reproduced
and deployed in its entirety; (b) a license agreement accompanies each copy of the Software that protects the Software to
the same extent as the ESRI License Agreement, and the recipient agrees to be bound by the terms and conditions of the
license agreement; (c) all copyright and trademarlc attributions/notices are reproduced; and (d) there is no charge or fee
attributable to the use of the Software.
21. Licensee shall not withhold any substantial right (e.g., extension of credit) from any individual based solely on the
individual's place of residence, as profiled in the Community Tapestry market segmentation system.
22. (a) ArcGIS �ngine Runtime 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 ArcGIS Engine application on one (1) computer. (c) The ArcGIS Engine Runtime
extensions shall not be used in combination with ArcGIS Desktop 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.
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23. Licensee may redistribute the Data as described in the Redislribution Rights Matrix available at
http://www.esri.com/legal/, in the Help system, or in supporting meYadata files, subject to the specific attribution
descriptions and requirements for the dataset accessed.
24. EDN Software, Web Services, and Data may only be used by one (1) named developer per subscription solely for the
purposes of research, development, testing, and demonstration of a prototype application. EDN Software and Data may
be installed on multiple computers for use by any named EDN developer.
25. Use of inchtded third-party owned data shall be subject to the Use of Data Restrictions found at
http:Uwww.esri.com/legaU for the specific Data accessed. The Use of Data Restrictions may be modi�ed by ESRI from
time to time, If a modification is unacceptable to Licensee, Licensee may cancel a subscription upon written notice to
�SRI, or discontinue use of the Data or Web Services, as applicable. If Licensee continues to use the Data or Web
Services, Licensee will be deemed to have accepted the modification.
26. ArcSD� Personal is restricted to four (4) gigabytes of Licensee data.
27. ArcGIS Server Web ADF Runtime Software may not be deployed independent oF Licensee's ArcGIS Server Enterprise
configuration.
28. Limited to ten (10) concurrent end users of non ArcGIS Server applications. This restriction includes use of ArcGIS
Desktop Products, AreGIS Engine Products, and third party applications that connect directly to any ArcGIS Seiver
geodatabase. There are no limitations on the number of connections from Web applications.
29. Can only be used with SQL Server 2005/2008 Express.
30. Restricted to a maximum total of four (4) gigabytes of Licensee data,
31. Redundant Software installation(s) for failover operations may be implemented during the period the primary site 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 sitia is operational.
32. No redundant Software installation is pexmitted.
33. ArcGIS Online may only be utilized in conjunction with ArcGIS Desktop, ArcGIS Server (including the Web ADF),
ArcGIS Mobile, ArcGIS Explorer Software, and the ArcGIS APIs (including JavaScriptT"` and Adobe� Flex�).
34. Licensee's organization is limited to the number of specified credits, transactions, geography, or number of users as
described in the online product description.
35. Licensed end users shall not share client-side data cache derived from ArcGIS Online with other licensed end users or
third parties.
36. Licensee may not download or store resulting data or information except for results derived from using ArcWeb Services
Address Manager.
37. Data provided with StreetMap USA may be used for mapping, geocoding, and routing purposes but is not licensed for
dynamic routing purposes. For instance, StreetMap USA may not be used to alert a user about upcoming maneuvers
(such as warning of an upcoming turn) or calculating an alternate route if a turn is missed.
38. ArcGIS Server 3 D extension inchided with ArcGIS Server (Workgroup or Entierprise) Standard and Advanced may only
be used for generating globe data cache(s), or publishing a globe document as an ArcGIS Globe Service. No other use of
the ArcGTS Server 3D Extension Software is permitted with ArcGIS Server Standard. ArcGIS Server 3D Extension can
be used with ArcGIS Server Advanced if the additional license fees for the 3D extension have been paid.
39. Any editing fi�nctionality included with ArcGIS Server (Workgroup or Enterprise) is permitted for use only with ArcGIS
Server Advanced.
40. Geospatial Enterprise JavaBeans (EJB) provided with ArcGIS Server (Worlcgroup or Enterprise) are permitted for use
only with ArcGIS Server Advanced.
41. Reserved
42. Licensee has the right to one (1) desktop deployment of the ArcGIS Image Server Service Editor for every four (4) cores
of ArcGIS Image Server licensed. Additional Service Editor desktop deployments can be licensed for an additional fee.
43. Licensee may develop an unlimited m�mber of applications on a single computer and deliver the applications to end users
with or without the Engine Runtime Software.
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 ArcGIS Business Analyst and ArcGIS Business Analyst Server are restricted to use with the
respective Business Analyst extension and are not for general use with ArcGIS Desktop or ArcGIS Server Software.
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