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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 , ����� + "i�,�� �'� i��R'� ��. .;� 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 �� �� �'",�`� �� ESRI ���� �� .� 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 i �� � ��J '�.��.�t E�RI ����1: ,�� . 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. Page 2 of 3 E300 5/08C 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. Page 3 of 3 E300 5/08C