Item C07 BOARD OF COUNTY COMMISSIONERS
AGENDA ITEM SUMMARY
Meeting Date 9, I„ I ,,,,,,,,,•,,,,,,,,,,,,,,,,,,,,,, Division: County_Administration
Bulk Item: Yes No Department: Information Technology
Staff Contact Person/Phone#: Bob Ward 453-8792
AGENDA ITEM WORDING:
Approval of a three(3)year agreement for the ESRI Small Municpal and County Government
Enterprise License Agreement with Environmental Systems Research Institute, Inc. for access to
geographic information system(GIS)software on an unlimited basis and including software
maintenance as provided in quotation#20426842. Total cost for 36 month term is$159,555.00.
ITEM BACKGROUND: Monroe County BOCC purchases GIS software from ESRI for our Growth
Management division on an annual renewal basis and we have operated an existing GIS environment
for several years. We currently purchase about 2 dozen desktop licenses to access the GIS software.
The cost for the licensing of this software is approximately $18,000 per year. The Monroe County
Property Appraisers Office also utilizes a GIS system at an annual expenditure of about $13,000 per
year in licensing fees. The Monroe County Sherrifl's office also has a small GIS environment as well
that costs about $3,500 per year. Public Works and Engineering is interested in using the GIS for the
Roads and Bridges Department. Furthermore, we share data with the Property Appraisers Office
monthly but the data between the two environments can be outdated. Each of us uses the same
underlying aerial and parcel data in our systems. This agreement will enable us to create a real time
data transfer between the Property Appraiser and Growth Management, install additional clients in
Public Works and Engineering without incurring additional licensing costs, provide additional training
to our personnel, enable us to install a full development and test environment, and provide us with a
greater level of support from ESRI during the contract.
PREVIOUS RELEVANT BOCC ACTION: NIA
CONTRACT/AGREEMENT CHANGES:
STAFF RECOMMENDATIONS: Approval.
TOTAL COST: $ 159,555.00 INDIRECT COST: $0.00 BUDGETED: Yes X No
DIFFERENTIAL OF LOCAL PREFERENCE: NIA
COST TO COUNTY: $159,555.00 SOURCE OF FUNDS: Primarily Ad Valorem
REVENUE PRODUCING: Yes No X AMOUNT PER MONTH $0 Year 0
APPROVED BY: County Att OMB/Purchasing Risk Management a °
DOCUMENTATION: Included „ X Not Required
DISPOSITION: AGENDA ITEM#..
Revised 7/09
MONROE COUNTY BOARD OF COUNTY COMMISSIONERS
-----------------------------
CONTRACT SUMMARY
Contract with: ESRI Contract € 15220/20426842
Effective Date: 10/01/13
Expiration Date: 09/30/16
Contract Purpose/Description:
3 Year Small Government Ente rise License Agreement for geo&Mphic information
s stems GIS software maintenance training,and sugl2ort from Environmental Systems
Research Institute, Inc.
Contract Manager: Bob Ward 8792 Information Technology#26
(Name) (Ext.) (Department/Stop#)
for BOCC meeting on 09/17113 Agenda Deadline: 09/03113
CONTRACT COSTS
Total Dollar Value of Contract:$ 159,555.00 Current Year Portion:$ 0
Budgeted?Yes® No❑ Account Codes: 001-Yarious-530-340-
Grant:$ _ _ _
County Match:
ADDITIONAL COSTS
Estimated Ongoing Costs:$O/yr For: ESRI GIS Software Licensing___
(Not included in dollar value above) (e .maintenance,utilities,janitorial,salaries,etc.)
CONTRACT REVIEW
Changes Date Out
Date liq Needed N, eviewer
Division Director Yes[]No1()
a
Risk Management ^ " Yes[]No .. "
O.M B/Pure mg Yes❑NoW
County Attorney Yes[:]No
Comments:
OMB Corm Revised 217101 MCP#2
eesrie Quotation #20426842
Date: May 21,2013
ENVIRONMENTAL SYSTEMS RESEARCH INSTITUTE,INC. Customer#15220 Contract#
3325 Springbank Ln,Ste 200 COUNTY OF MONROE
Charlotte,NC 28226-3343 INFORMATION SYSTEMS
Phone: (704)541.9810 Fax: (704)541-7620
DUNS Number.06-313-4175 CAGE Code:OAMS3 KEY TRUMANEST, FA30 STE 211
KEY WEST, FL 33040
To expedite your order,please attach a copy of ATTENTION: Bob Ward
this quotation to your purchase order. PHONE (305)295-5110
Quote is valid from:0512112013 To:0811912013 FAX: (305)295-5105
Material Qty Description Unit Price Total
110037 1 Populations of 50,001 to 100,000 Small Government Term Enterprise 50,000.00 50,000.00
License Agreement
-First year payment
116997 1 Small Enterprise License Agreement Training Package at ESRI Site 21 3,185.00 3,185,00
Days Prepaid ILT 1 ILV,Over 3 Year Term, Per Student Seat,7 Days per
Annum Instructor Led Training
-First year payment
110037 1 Populations of 50,001 to 100,,000 Small Government Term Enterprise 50,000.00 50,000.00
License Agreement
-Second year payment
116997 1 Small Enterprise License Agreement Training Package at ESRI Site 21 3,185.00 3,185.00
Days Prepaid ILT 1 ILV,Over 3 Year Tenn,Per Student Seat,7 Days per
Annum Instructor Led Training
-Second year payment
110037 1 Populations of 50,001 to 100,000 Small Government Term Enterprise 50,000.00 50,000.00
License Agreement
Third year payment
116997 1 Small Enterprise License Agreement Training Package at ESRI Site 21 3,185.00 3,185.00
Days Prepaid ILT 1 ILV,Over 3 Year Tenn,Per Student Seat, 7 Days per
Annum Instructor Led Training
-Third year payment
Item Total 159,555.00
Subtotal: 159,555.00
Sales Tax: 9,941.64
Estimated Shipping&Handling(2 Day Delivery)„ 0.00
Contract Pricing Adjust: 0.00
Total: $169,496.64
"Please provide us your current tax exempt certificate in order to remove the
sales tax.
PWm Mkefe on ydu purchase order I pwtlreaa hi Wded dlragh Reeevery end palmeetrnaN Ad.am vAyere as a 6rrd .Suh radpkM,t Vend"In reportirq .Earl
y Ch"a,a fee la Cover e■panaaa WIN..any Crsbmer eequkernam 10 use a Wort Wy vend"manapamem prmurernmL W bwalm pr ern.
For questions contact: Robyn Garrett Email: rgarrettOesri.cam Phone: (704)541-9810 x8640
Acceptance of this quotation is limited to the Esri License Agreement and the Quotation Terms and Conditions
This Ouotation is made in confidence for your review It may not be disclosed to third parties,except as required by law.
If sending remittance,please address to:Esri, File No.54630, Los Angeles, Ca 900744630
GARRETTR This offer Is limited to the terms and conditions Incorporated and attached herein.
Gesrsie Quotation #20426842
Date: May 21,2013
ENVIRONMENTAL SYSTEMS RESEARCH INSTITUTE,INC. Customer#15220 Contract#
3325 Springbank Ln,Ste 200 COUNTY OF MONROE
Charlotte,NC 28226-3343 INFORMATION SYSTEMS
Phone: (704)541-9810 Fax: (704)541-7620 1200 TRUMAN AVE STE 211
DUNS Number.06-313-4175 CAGE Code:0AMS3 KEY WEST,FL 33040
To expedite your osier,please attach a copy of ATTENTION: Bob Ward
this quotation to your purchase order. PHONE: (305)295-5110
Quote is valid from:05/21/2013 To:0811912013 FAX: (305)295-5105
The following items are optional items listed for your convenience.
These items are not included in the totals of this quotation.
Material City Description Unit Price Total
130592 1 ArcGIS Online Additional User 5 Pack for Level 4 Plan 750.00 750.00
130595 1 ArcGIS Online Service Credits;Block of 1,000 100.00 100.00
Please ketkata on your punduse order N this purchatte is Wded Itxagh the American Recovery and Rainvesanernt Ad.and whaugr Esd is a Prima Rx9plent.StMgadpled,or Venda for reporting purposes.Esd
may charge a lea to co m expenm related to any customer tatiWament to use a Of party,vendor manap rnent.proaeamrrt.or arvdce program.
For questions contact: Robyn Garrett Email: Lgarrett®esri.com Phone: (704)541-9810 x8640
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,please address to:Esri, File No.54630, Los Angeles, Ca 90074-4630
GARRETTR This offer Is limited to the terms and conditions Incorporated and attached herein.
" SMALL MUNICIPAL AND COUNTY
esnENTERPRISE LICENSE AGREEMENT
0 0
Earl,300 Now York St.,Redlands,CA 92373-SIOD USA-TEL 009-793-2853-FAX WO-793-5953
This Small Municipal and County Enterprise License Agreement(ELK)is by and between the organization Identified in the ELA Quotation
("Licensee') and Environmental Systems Research Institute, Inc. ('Earl'), with offices at 380 New York Street Redlands, California
92373-8100, Unless otherwise agreed to by the parties,the Effective Date of this ELA is the date of the signature below or, if no date is
provided with the signature, the date of Esri's receipt of Licensee's Order citing this ELA- This ELA grants Licensee certain rights to use
specific Esri Products for a limited,fixed period beginning from the Effective Date and provides tailored maintenance subject to payment of
fees and the terms of this ELA.
This ELA incorporates the ELA Quotation by reference and comprises (I)this signature page, (ii)the ELA Terms and Conditions,
(III)Exhibit 1--Scope of Use(E300),(iv)Exhibit 2—Training Addendum(E207SET),and(v)the ELA Quotation,which together constitute the
sole and entire agreement of the parties as to the subject matter set forth herein. Should there be any conflict between the terms and
conditions of the documents that comprise this ELA,the order of precedence for the documents shall be as follows;(I)this signature page,
(ii)the ELA Terms and Conditions, (III)Exhibit 1---Scope of Use (E300), (iv)Exhibit 2—Training Addendum (E207SET), and (v)the ELA
Quotation.In the event Licensee orders training courses,the terms and conditions of the Training Addendum will take precedence over the
provision of this ELA with respect to the training courses, Licen5w agrees that additional terms and conditions In any Licensee Order or
addendum will not apply,and the terms of this ELA will govern.
ENTERPRISE PRODUCTS SCHEDULE
Developer Toole
Desktop Software and Extensions ArcGIS Engine
ArcGIS for Desktop Advanced ArcGIS Engine Extensions ArcGIS 3D Analyst,ArcGIS Spatial
ArcGIS for Desktop Standard Analyst ArcGIS Goodatabase Update,ArcGIS Network
ArcGIS for Desktop Basic Analyst,ArcGIS Schematics
ArcGIS for Desktop Extensions:ArcGIS 3D Analyst,ArcGIS Spatial ArcGIS Runtime Standard
Analyst,ArCGIS Geostabs tical Analyst,ArCGIS Publisher,ArcGIS ArCGIS Runtime Standard Extension&ArcGIS 3D Analyst,
Network Analyst,ArcGIS Schematics,ArcGIS Workflow Manager, ArcGIS Spabal Analyst,ArcGIS Network Analyst
ArcGIS Data Reviewer
h[MJV9-Q Jana
fi"
Server Software and Extensions One(1)Annual Subscription to Esri Developer Network(EON)
ArcGIS for Server Worligroup and Enterprise(Advanced,Standard,and Standard'
Basic) One(1)Esri CityEngirte Advanced Single Use License
ArcGIS for Server Extensions:ArcGIS 3D Analyst ArcGIS Spatial One(1)Esri CityEngine Advanced Concurrent Use License
Analyst,ArcGIS Geostatistical Analyst ArcGIS Network Analyst,ArcGIS One(1)ArcGIS Online Subscription*as provided in Other
Schematics,ArcGIS Worldlow Manager,ArcGIS Image Benefits section
OTHER OENEFITS
One(1)ArcGIS Online Subscription h specified named users and credds as determined in the p_Mram describon Level 4
Number of Esri International User Conference RNistrations ppg!jded annually 4
Number of Tier I Hal Desk Individuals authorized to call Esri 4
Maximum number of sets of back w media,if requested'" 2
Virtual Cam Annual User License allowance 10,000
Five percent(5%)discount on all individual commercially available Instructor-led training classes at Esri facilities purchased outside of this
I 6greement(Discount does not apply to Small Ent eMrise IM LNM Packag2
'ELA Maintenance is not provided for these items,
—Additional sets of backup media may be purchased for a fee,
This ELA supersedes any previous agreements,proposals,presentations,understandings,and arrangements between the parties relating to
such subject matter,which is the Icensing of the Enterprise Products listed on the schedule above Except as provided in Section 9.1 Future
Updates,any modifications or amendments to this ELA must be inventing and signed by an authorized representative of each party.
Licensee may accept this ELA by signing and returning it to Attn.;Esri Customer Service,380 New York Street,Redlands,CA 92373-81 00;
e-mailing 0 to senn_reftari coma faxing it to 909-307-3083.ADDITIONAL OR CONFLICTING TERMS IN LICENSEE'S ORDER WILL NOT
APPLY.AND THE TERMS OF THIS ELA WILL GOVERN.
E214-3 Page 1 01`8 08/27/2012
ACCEPTED AND AGREED: Licensee Information
Contact Nama.
(Li a )
Address;
Y'
Signature City,State,ZI
Printed Names Telephonw
Title: Fax
Date E-mail
srlEIN Number ELA Quotation Number
Earl Contrart Number
MONROE COUNTY ATTORNEY
pp 7° °
HRI RROWS
ASS( TA LINTYPINEY
E214-3 €age 2 of 8 tail Z2012
ELA TERMS AND CONDITIONS Online Services being consumed.As Online Services are
consumed,Service Credits are automatically debited from
ARTICLE I—DEFINMONS Llcen s account, up to the maximum number of
Service Credits available.Additional Service Credits can
DefinkJons.The terms used are defined as follows: be purchased as described in Exhibit 1 (also available at
• "Authorization Code(5)" means any key, authorization • "Software"means the actual copy of all or any portion of
number, ensiblemeet code, login credential, activation Esri's proprietary software technology excluding Data
code. token, account user name and password, or other accessed or downloaded from an authorized Esd wabsite
mechanism required for use of a Product. or delivered on any media, in any format, including
• "Commercial Application Service Provider Use' or backups, updates, service peft, patches, hot fixes, or
"Commercial ASP Use" means generating revenue by permitted merged copies as identified in Exhibit I.
providing access to Software through a bsite or Internet 'Technical Support" means a process to attempt to
web application that enables third parties to socess and resolve reported Incidents through eaw correction,
use a Licensee-developed application that uses Software, patches: hot fixes: workarourift replacement deliveries,
for example, by charging a subscription, service, or any or any other type of Software, Data, or Documenteficin
other form of transaction fee or by generating more than corrections or modifications.
incidental advertising revenue. 'Term License(s)" means license(s) or access provided
• "Content"has the meaning provkled in 6ddft_rWu_m3 for use of a Product during a fixed or limited time Wed
• 'Data' means any EsH or third-party digital dataset(s) (Term") or on a subscription or transaction basis
including,but not limited to,geographic vector data.raster concurrent with the term of this ELA.
data reports, or associated tabular attributes licensed . 'Tier 1 Help Desk'means Licensee point of contact from
under this ELA whether bundled with Software and which all Tier I Support will be given to Licensee.
Online Services or delivered independently. . 'Tier I SupporV means the Technical Support provided by
• Deploy," "Deployed,' or "Depioymenr means to the Tier I Help Desk as the primary contact to Licensee in
redistribute and install or the redistribution and Installation attempted resolution of reported Incidents.
of the Enterprise Products (and related Authorization 0 'Tier 2 Support"means the Technical Support provided by
Codes) or its having been redistributed and installed by Esii to the Tier I Help Desk when the Incident cannot be
Licensee on Licensees ha re, resolved through rear I Support.
• *Deployment LIcenW means a license that allows
Licensee to sublicense select Software and associated ARTICLE 2-41NTELLECTUAL PROPERTY RIGHTS AND
Authorization Codes to third parOes. RESERVATION OF OWNERSHIP
• *Documentation"means all user reference documentation
that is delivered with the Software or, if delivered via The Enterprise Products are licensed and not sold. Esd and its
dawnWd, that is delivered from the Software setup or licensors own the Enterprise Products and all copies,which are
Installation program. protected by United States and applicable International laws,
• 'ELA Fed'means the fee set forth in the ELA Quotation. treaties, and conventions regarding intellectual property and
• "ELA Maintenance"means Tier 2 Support updates, and proprietary rights including trade secrets, Licensee agrees to use
patches provided by Esd to Licensee for the Enterprise reasonable means to proled the Enterprise Products from
Products. unauthorized use, reproduction, distribution, or publication. EsH
• "ELA Quotation"means the EsN quote form provided to and its third-party licensors reserve all rights not specifically
Licensee for the Small Municipal and County ELA granted in this ELA including the right to change and improve
containing the ELA Fee and annual payment schedule Online Services,
• "Enterprise Products"means the Products identified in the
Enterprise Products Schedule on page I of this ELA. ARTICLE 3—GRANT OF LICENSE
• "In cidenr means a communication via telephone, web
form, or chat by Licensee regarding technical pioblems Subject to the terms and conditions of this ELA, Esd grants to
with Software,Data,or Documentation Licensee a personal,nonwor;lusive,nontransferable Term License
• "License Agreemenr and"ELA"are used interchangeably solely to use,copy, and Deploy quantities of Enterprise Products
and mean the ELA Terms and Conditions, including as defined in the Enterprise Products Schedule for a form
Exhibit 1--Scope of Use(E300), that apply to Enterprise concurrent with this ELA(i)for which the applicable iicense fees
Products provided to Licensee by Earl under this ELA. have been paid; (I!) for Licensee's own internal use; (iii) in
• 'Online Services" means any Intemist-based gecispatial! accordance with this ELA and the ELA configuration ordered:and
system, including applications and associated APIs, but (iv} for ft applicable Term until,termmated in accordance with
excluding Data or Content hosted by Esd or Its licensors Adide S. In addition to the Scope of Use In Article 4, Exhibit 1
for storing, managing, publishing, and using maps,date, applies to specific Products Addendum 1, Addendum 2,
and other Information Addendum 3,and Addendum 4 collectively comprise Exhibit I—
• "Ordering Document(s)' means a sales quotation, Scope of Use (E300) and are also available at
purchase order, or other document idenflfylng: the hltg.//www.11d,;2M/Itg1V
Products that Licensee orders
• 'Product(s)*means Software,Date,Online Services, and a. Software.Tenns of use for specific Software products are
Documentation licensed under the terms of this set forth in Addendum 1
Agreement, b, Data.Data terms of use are set forth in Addendum 2,
• "Samples"means sample codo.sample applications,add- c. Online Servkes.Terms of use for Online Services are set
ons,or sample&xtanions of Products. forth in Addendum 3,
• "Service Credit(s)' means a unit of exchange that is & LJm1led Use Programs. Terms of use for noncommercial
allocated with an Online Services subscription in an nonprofit, educational, or other limited-use programs are
amount specified in the Ordering Document Each Service set forth in Addendum 4 Notw, Addendum 4 does not
Credit entities Licensee to consume a set amount of apply to this ELA.
Online Services, the amount varying depending on the
E214-3 Page 3 ofli 09/2712012
I soil'p"I"Pli,
lw
breaching party shall be given a period of ten(10)days from date removes, and destroys all copies of the Software or
of written notice to cure any material breach Documentation,ceases using Online Services,and executes and
delivers evidence of such actions to Esri.
5.4 No Use upon Expiration or Termination.Upon expiration or
termination of this ELA, the right to use all Enterprise Products ARTICLE 7--LIMITATION OF LIABILITY
Deployed shall terminate.Licensee shall(i)cease access and use
of affected Product(s);(ii)clear any client-side date cache derived 7.1 Disclaimer of Certain Types of Liability. ESRI AND ITS
from Online Services;and (III)uninstall, remove, and destroy all LICENSORS SHALL NOT BE LIABLE TO LICENSEE FOR
copies of affected Products)in Licensee's possession or control, COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR
Including any modifications or merged portions thereof, in any SERVICES; LOST PROFITS, LOST SALES, OR BUSINESS
form,and execute and deliver evidence of such actions to Esri, EXPENDITURES;INVESTMENTS,BUSINESS COMMITMENTS;,
ELA Maintenance,Virtual Campus amass,and User Conference LOSS OF ANY GOODWILL; OR ANY INDIRECT, SPECIAL,
Registrations shall also terminate. INCIDENTAL,OR CONSEQUENTIAL DAMAGES ARISING OUT
OF OR RELATED TO THIS ELA OR USE OF ENTERPRISE
ARTICLE 6—LIMITED WARRANTIES AND DISCLAIMERS PRODUCTS, HOWEVER CAUSED ON ANY THEORY OF
LIABILITY, WHETHER OR NOT ESRI OR ITS LICENSORS
6.1 Limited Warranties. Except as otherwise provided in this HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH
Article 6,Esri warrants,for a period of ninety(90)days from the DAMAGE. THESE LIMITATIONS SHALL APPLY
date Esri Issues the Authorization Code enabling use of Software NOTWITHSTANDING ANY FAILURE OF ESSENTIAL
and Online Services,that(i)the unmodified Software and Online PURPOSE OF ANY LIMITED REMEDY.
Services will substantially conform to the published
Documentation under normal use and service and(ii)the media 7.2 General Limitation of Liability.EXCEPT AS PROVIDED IN
upon which the Softwam is provided will be free from defects in ARTICLE a-INFRINGEMENT INDEMNITY, THE TOTAL
materials and workmanship. CUMULATIVE LIABILITY OF ESRI HEREUNDER, FROM ALL
CAUSES OF ACTION OF ANY KIND, INCLUDING, BUT NOT
6.2 Special Disclaimer. CONTENT, DATA, SAMPLES, LIMITED TO, CONTRACT, TORT(INCLUDING NEGLIGENCE),
PATCHES, UPDATES, ONLINE SERVICES PROVIDED ON A STRICT LIABILITY, BREACH OF WARRANTY,.
NO-FEE BASIS, AND HOT FIXES ARE PROVIDED AS IS" MISREPRESENTATION, OR OTHERWISE, SHALL NOT
WITHOUT WARRANTY OF ANY KIND. EXCEED THE AMOUNTS PAID BY LICENSEE FOR
ENTERPRISE PRODUCTS THAT GIVE RISE TO THE CAUSE
6.3 Internet Disclaimer. THE PARTIES EXPRESSLY OF ACTION.
ACKNOWLEDGE AND AGREE THAT THE INTERNET IS A
NETWORK OF PRIVATE AND PUBLIC NETWORKS,AND THAT 7.3 Applicability of Disclaimer@ and Limitations. The parties
(i)THE INTERNET IS NOT A SECURE INFRASTRUCTURE, agree that Esri has set its fees and entered Into this ELA in
(ii)THE PARTIES HAVE NO CONTROL OVER THE INTERNET, reliance upon the disclaimers and limitations set forth herein,that
AND (III)NONE OF THE PARTIES SHALL BE LIABLE FOR the same reflect an allocation of risk between the parties,and that
DAMAGES UNDER ANY THEORY OF LAW RELATED TO THE the same form an essential basis of the bargain between the
PERFORMANCE OR DISCONTINUANCE OF OPERATION OF parties. THESE LIMITATIONS SHALL APPLY
ANY PORTION OF THE INTERNET OR POSSIBLE NOTWITHSTANDING ANY FAILURE OF ESSENTIAL
REGULATION OF THE INTERNET THAT MIGHT RESTRICT OR PURPOSE OF ANY LIMITED REMEDY.
PROHIBIT THE OPERATION OF ONLINE SERVICES
THE FOREGOING WARRANTIES, LIMITATIONS, AND
6.4 General Disclaimer.EXCEPT FOR THE ABOVE EXPRESS EXCLUSIONS MAY NOT BE VALID IN SOME JURISDICTIONS
LIMITED WARRANTIES, ESRI DISCLAIMS ALL OTHER AND APPLY ONLY TO THE EXTENT PERMITTED BY
WARRANTIES OR CONDITIONS OF ANY KIND, WHETHER APPLICABLE LAW IN LICENSEE'S JURISDICTION. LICENSEE
EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, MAY HAVE ADDITIONAL RIGHTS UNDER LAW THAT MAY
WARRANTIES OR CONDITIONS OF MERCHANTABILITY AND NOT BE WAIVED OR DISCLAIMED.ESRI DOES NOT SEEK TO
FITNESS FOR A PARTICULAR PURPOSE, LIMIT LICENSEE'S WARRANTY OR REMEDIES TO ANY
NONINTERFERENCE, SYSTEM INTEGRATION, AND EXTENT NOT PERMITTED BY LAW.
NONINFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS,
ESRI DOES NOT WARRANT THAT ENTERPRISE PRODUCTS ARTICLE 0—INFRINGEMENT INDEMNITY
WILL MEET LICENSEE'S NEEDS; THAT LICENSEE'S
OPERATION OF THE SAME WILL BE UNINTERRUPTED, 0.1 Esri shall defend,indemnify,and hold Licensee harmless from
ERROR FREE, FAULT TOLERANT, OR FAIL-SAFE; OR THAT and against any loss, liability, cost, or expense, including
ALL NONCONFORMITIES CAN OR WILL BE CORRECTED. reasonable attorneys'fees that Licensee incurs as a result of any
ENTERPRISE PRODUCTS ARE NOT DESIGNED„ claims, actions, or demands by a third party alleging that
MANUFACTURED, OR INTENDED FOR USE IN Licensee's licensed use of the Software or Online Services
ENVIRONMENTS OR APPLICATIONS THAT MAY LEAD TO Infringes a US patent,copyright,or trademark provided
DEATH, PERSONAL INJURY, OR PHYSICAL
PROPERTYIENVIRONMENTAL DAMAGE. ANY SUCH USE a. Licensee promptly notifies Esri in writing of the claim,
SHALL BE AT LICENSEE'S OWN RISK AND COST. b Licensee provides documents describing the allegations
of infringement;
6.5 Exclusive Remedy. Licensees exclusive remedy and Esri's c. Esri has sole control of the defense of any action and
entire liability for breach of the limited warranties set forth in this negotiation related to the defense or settlement of any
Article 6 shall be limited, at Esd's sole discretion, to claim'and
(i)replacement of any defective media;(ii)repair,correction,or a d, Licensee reasonably cooperates in the defense of the
workaround for the Software or Online Service subject to the Esn claim at Esri's request and expense.
Maintenance Program as appliceble; or(iii)return of the license
fees paid by Licensee for the Software or Online Services that do 0.2 If the Software or Online Services are found to infringe a US
not meet Esri's limited warranty,provided that Licensee uninstalls„ patent, copyright,, or trademark, Esri, at its own expense, may
E214-3 Page 5 of 8 011127/2012
either(i)obtain rights for Licensee to continue using the Software low The tax amount may change depending on the time elapsed
or Online Services or(I!)modify the allegedly infringing elements between this quote and date of the Invoice, Esn will include
of the Software or Online Services while maintaining substantially applicable sales or use taxes on Licensee's invoice unless
similar functionality If neither alternative is commercially Licensee provides proof with its order that its organization or use
reasonable,the license shall terminate,and Licensee shall cease of the product is tax exampt.
accessing infringing Online Services and shall uninstall and return
to Esd any infringing item(s).Esns entire liability shall then be to 9.4 No Implied Waivers.The failure of either party to enforce any
indemnify Licensee pursuant to Section 8.1 and to refund a Provision of this ELA shall not be deemed a waiver of the
portion of the ELA fees paid by Licensee in the current fee psyAsions or of the right of such party thereafter to enforce that or
payment period The refund will be calculated fort time any other provision
remaining for the fee payment period, sterling from the notice
data of infringement to the end oft fee payment period 9.5 Saveraltillity.The parfies agree that if any provision of this
ELA is held to be unenforceable for any reason, such provision
8.3 Earl shall have no obligation to defend Licensee or to pay any shall be reformed only to the extent necessary to make the intent
resultant costs, damages, or attorneys! fees for any claims or of the language enforceable.
demands alleging direct or contributory Infringement to the extent
arising out of (I)the combination or integration of Software or 9.6 Su s and Assigns. Licensee shall not in,
Online Services with a product,process,or system not supplied sublicense,or transfer Licensee's rights or delegate its obligations
by Esri ors by EsH in Its Documentatiom (i)material under this ELA without Eari's prior written consent, and any
alteration of Software or Online Services by anyone other than attempt to do so out consent shall be void,This ELA shall be
Esri or its subcontractors, or (ill)use of Software or Online binding on the respective successors and assigns of the parties to
Services after modifications are provided by Esd for avoiding this ELA.
infringement or use after a ralum is ordered by Earl under
Section 8.2, 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
THE FOREGOING STATES THE ENTIRE OBLIGATION OF EI.A.
ESRI NTH RESPECT TO INFRINGEMENT OR ALLEGATION
OF INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS 9.8 Equitable Relief. The parties agree that any breach of this
OFANYTHIRDPARTY ELA may cause Irreparable damage and that,In the event of such
breach,in addition to any and all remedies at low,Esd shall have
ARTICLE 9—GENERAL PROVISIONS the right to seek an injunction, specific performance,, or other
equitable relief In any court of competent jurisdiction.
9.1 Future Updates.Esd reserves the right to update the all
Municipal and County Enterprise Products program suite 9.9 Governing Low. This ELA shall be governed by and
Licensee may continue to use all Enterprise Products that have construed in accordance with the laws of the state In which
been Deployed,but support and upgrades for deleted Items may Licensee is located without reference to conflict of lews principles,
not be available As now Enterprise Products are Incorporated except that US federal law shall govern in matters of Intellectual
into the standard program, they will be offered to Licensee via pn)wrty
written notice for incorporation Into the Enterprise Products
Schedule at no additional charge. New or updated Enterprise 9.10 Patents. Licensee may not seek, and may not perrMt any
Products may require additional or revised terms and conditions. allm user to seeK a patent or similar right worldwide that is
The terms and conditions subject to revision are limited to Article based an or incorporates any Esd technology or services. This
I—Definkions,Article 4--Scope of Use,and Exhibit 1--Scope of express prohibition on patenting shall not apply to Licensee's
Use (E300) or any to as required by low. Esri may provide software and technology except to the extent that Esd technology
notice of the additional terms or revisions to Licensee in writing or or services, or any portion thereof, are part of any claim or
by posting them on Esiri's webafte at tgg./�Ayww..sari. al. preferred embodiment in a patent or sim4ar application
The additional terms or revisions shall be incorporated into this
ELA upon use oft updated or new Enterprise Products Should 9.11 Entire AgreernenL This ELA including its incorporated
Licensee reject the additional terms or revisions, then Licensee documents, constitutes, the ads and entire agreement of the
shall not install or use the revised, updated, or new Enterprise parties as to the subject matter set forth herein and supersedes
Products. any previous license agreements, understandings,, and
arrangements between the parties relating to such subject matter,
9.2 Export Control Regulations. Licensee expressly Additionali or conflicting terms set forth in any purchase orders,
acknowledges and agrees that Licensee shall not export, invoices,or other standard form documents exchanged during the
reexport,import,transfer,or release Enterprise Products,in whole ordering process, other than product descriptions, quantities,
or in part,to(I)any US embargoed country;(5)any person on the pricing, and delivery Instructions, are void and of no effect, Any
US Treasury Departmenfis list of Specially Designated Nationals, modification(s) or amendment(s) to this ELA must be in writing
(III)any person or entity on the US Commerce Department's and signed by each pony
Denied Persons List, Entity List, or Unverified List; or (iv)any
person or entity or into any country where such export, reexport, ARTICLE 10--ELA MAINTENANCE
or import violates any US,local,or other applicable ImporVexport ELA Maintenance for Enterprise Products provided under this
control laws or regulations including,but not limited to,the terms ELA is included with the ELA Fee ELA Maintenance includes
of any importlexport license or license exemption and any standard maintenance benefits specified in the most current
amendments and supplemental additions to those import/export
lava as they may occur from time to time. applicable Esd US Software Maintenance Program document
(found at hUR.JAwrw.&LrJ.qQmdmal J as modified by this
9.3 Taxes and Fees. License fees quoted to Licensee are Article 1G—ELA Maintenance ELA Maintenance does not include
exclusive of any and all Ums or fees,including,but not limited to, Technical;Support for Online Services.
sales tax, use toy, value-added tax (VAT), customs, duties, or
tariffs.Sales or use taxes for the fees quoted are as required by
11214-3 Page 6 of 9
a, Tier 1 Support Provided by Licensee payment due within thirty(30)days of execution of this ELA.
Earl's Federal ID Number is 95-2775-732.
(1) Licensee shall provide Tier 1 Support through the b. Upon receipt of the Initial Order from Licensee, Esri shall
Tier 1 Help Desk to all Licensee's suftnzed users. authorize download of the Enterprise Products to Licensee for
(2) The Tier 1 Help Desk will use analysts fully trained in its Deployment activities, If requested, Esri will ship backup
the Software they are supporting media to the ship-to address Identified on the Order, FOB
(3)At a minimum, Tier 1 Support will include those Destination,with shipping charges prepaid, For those entities
activities that assist the user in resolving how-to and that avoid sales tax by downloading deliverstites, request for
operational questions as well as questions an delivery or receipt of tangible media may cause license fees
Installation and troubleshooting prixedures to be subject to taxes Licensee acknowiedges that should
(4) Tier I Support analysts will be the initial points of such taxes become due,, Esn has a right to invoice and
contact for all questions and Incidents Tier 1 Support Licensee agrees to pay any such sates or use tax associated
analysts shall obtain a full description of each reported with its receipt of tangible media.
Incident and the system configuration from the user. c. E51i shall provide Authorization Codes to activate the
This may include obtaining any custamization5,code nondestructive copy protection program that enables the
samples,or data involved in the Incident.The analyst Enterprise Products to operate.
may also use any other inform otion and databases d Licensee shall Deploy, install, configure, and track the
that may be developed to satisfactorily resolve Deployment status of the Enterprise Products.
Incidents.
(5) If the Tier 1 Help Desk cannot resolve the Incident,an 11.2 Order Requirements
authorized Tier I Help Desk Individual may contact
Esri Tier 2 Support The Tier 1 Help Desk shall a All orders pertaining to this ELA shall be processed through
provide support in such a way as to minimize repeat Licenses's centralized point of contact.
calls and make solutions toproblems available to b, The following information shall be included In each Order(or
Licensee. Ordering Document)
(6) Tier I Help Desk individuals identified by Licensee are
the only individuals(callers)authorized to contact Earl (1) Licensee name,Esri customer number,if known,and bill-
directly for Tier 2 Support Licensee may revise to and ship4o addresses
named individuals by written notice (2) Order number
(3)Applicable annual payment due
b Tier 2 Support Provided by Esri (4) On the face page of Order (or Ordering Document), a
reference to this ELA and the folkiwmg statement IS
(1) Esri shall log the calls received from Tier I Help Desk ORDER IS GOVERNED BY THE TERMS AND
Individuals, CONDITIONS OF THE ESRI SMALL MUNICIPAL AND
(2) Esri shall review all information collected by and COUNTY ELA, AND ADDITIONAL TERMS AND
wAived from Tier 1 Help Desk individuals including CONDITIONS IN THE ORDER WILL NOT APPLY."
preliminary documented troubleshooting provided by
Tier I Help Desk when Tier 2 Support Is required ARTICLE 12—ENDORSEMENT AND PUBLICITY
(3) Esri may request that Tier I Help Desk individuals
provide verification of information,,. additional This ELA shall nut be construed or interpreted as an exclusive
information, or answers to additional questions to dealings agreement or an endorsement of Esri by Licensee
supplement any preliminary in gathering or Licensee agrees that upon execution of this ELA, Esn may
troubleshooting performed by Tier 1 Help Desk publicize the existence of this ELA-
(4) Esd shall attempt to resolve the Incidents submitted by
Tier I Help Desk by assisting the Tier I Help Desk ARTICLE 13—A DIN!SMATIVE REQUIREMENTS
individuals.
(5) When the Incident Is resolved,Esri shall communicate 13.1 OEM Licensee. Certain Earl partners are authorized to
the information to the Tier 1 Help Desk individuals, either embed limited portions of EM technology or bundle Esri
and the Tier I Help Desk shall disseminate the products or services with their application or service under Esri's
resolution to the user OEM or Solution OEM programs, Partner pricing and product
bundling am independent of this ELA,and each partner markets
Esri may, at Esd's sole discretion, make patches, hot under itsown business model and pricing, Licensee shall not be
Tiffs, or updates available for downloading from Esn's entitled to or seek any discount from the OEM partner or Esri,
website. directly or Indirectly, as a result of or based on the availability of
such Software Data. or Online Services as Enterprise Products
c, No Software other than the defined Enterprise Products under this ELA. Licensee shall not be entitled to or seek to
will be provided maintenance under this ELA. Licensee decouple Esd's technology or productstservices from the partner's
may acquire maintenance for other Software (non, bundle or solution In addition, such Software. Data, Online
Enterprise Products)outside this ELA. Services,or any component thereof Included in the OEM software
ARTICLE 11—ORDERING,ADMINISTRATIVE PROCEDURES, program or product will be licensed through the license
DELIVERY,AND DEPLOYMENT agreement provided by the OEM partner and not through this
ELA.
11.1 Orders,Delivery,and Deployment 13.2 Product Obsolescence.During the term of this ELA,some
Enterprise Product items may become obsolete, may no longer
a. Licensee shall issue an Order upon execution of this ELA and be emmeroally offered. or may no longer be available for
annually thereafter in accordance with the ELA Quotation. unlimited quantity Deployment, Licensee may continue to
Payment shall be due and payable within thirty(30)days of uses Enterprise Products that have been Deployed for the
the anniversary date of the Effective Date, with the Initial term of this ELA but updates for such obsolete Enterprise
Products may not be available.Fsri's Product Life Cycle Support
E214-3 Page 7 of 8 08/27/2012
Policy, available at
defines the support phases and
overall support plans. ELA Maintenance shall be Subject to the
individual Product Life Cycle Support Status,which can be found
at il
13.3 Renewal. Upon expiration 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 on Licensee's then current population
count.
13.4 Annual Report of Deployment&At each anniversary date
and ninety(90)days prior to the expiration date of this ELA,
Licensee shall provide a written report to Esri detailing all
Deployments made. The report will be subject to audit by an
authorized representative of Esri.
ARTICLE 14—OPTIONAL n*EMS
Of training courses identified in the ELA Quotation are acquired,
they will be subject to the terms found in Exhibit 2—Training
Addendum, In the event Licensee orders training courses, the
terms and conditions of the Training Addendum will take
precedence over the provision of this ELA with respect to the
training courses
E-)14-3 Page a of 8 OW-M2012
0 EXHIBIT I
Gesna SCOPE OF USE
(E300 08/22=2)
Emd,380 New York SL,Redlands,CA 92373-8100 USA-TEL 9M793-2853-FAX W9-793-5953
ADDENDUM I
SOFTWARE TERMS OF USE
(E300-1)
This Software Terms of Use Addendum("Addendum I")sets forth the terms or Licensee's use of Software and includes the
Licensee's existing master license agreement,if any,or the License Agreement found at hft,',�LN� ifflLmin V�.M_".dwjg�jgW
/software-ficense.himl(as applicable,the"License Agreement"),which is incorporated by reference.This Addendum I takes
precedence ever conflicting terms of the License Agreement.
SECTION 1—DEFINITIONS
Software may be offered under the following license types as set forth in the applicable sales quotation,purchase order,or
other document identifying the Products that Licensee orders:
I. "Concurrent Use License"means a license to 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,including the
right to run passive failover instances of Concurrent Use License software in a separate operating system
environment for temporary failover support.
2, "Deployment Server License"means a license that,in addition to providing Staging Server License rights,
authorizes Licensee to install and use the Software or Data to provide services to multiple users on the same or other
computer(s).
3. "Development Server License"means a license that authorizes Licensee to install and use the Software on a single
computer to design and build applications that interface with or utilize server Software as described in the
Documentation.
4. "Single Use License"means a license that allows Licensee to 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.Licensee may permit the single authorized end user to install a second copy for end user's
exclusive use on a second computer as long as only one(1)copy of Product is in use at any time.No other end user
may use Product under the same license at the same time for any other purpose.
5. "Staging Server License"means a license that,in addition to providing Development Server License rights,enables
Licensee to use 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.
6. "Term License"means a license or access provided for use of Product for a limited time period("Term")or on a
subscription or transaction basis.
F-300 Page I of 14 O&r2J)2012
SECTION 2—TERMS OF USE FOR SPECIFIC SO WARE
Unless otherwise noted in the applicable Ordering Document,extensions to Software follow the same scope of use as that
granted for the corresponding Software.Specific Software is subject to the terms of use set forth in the notes referenced
below:
Desktop Esri Business Analyst Server
■ Address Coder(22;Addendum 2.Note 71 — Workgroup(8;9;28;29;30;31;39;Addendum 2
■ ArcEx lorcr.. Java and Windows Editions 20° Nat el;
Addendum 2.Note Il — Enterprise(8;9;27;31;39;, o,,1;
• ArcGIS for Desktop(Advanced,Standard,or Basic) Addendum.Note 4)
(26; addendum 2,No1c L Ad en u n 2,Note 6t • Portal for ArcGIS{31;61;62;
■ ArcGIS Explorer desktop(20;Addcndum,2,,N!gRJ„) Esri Tracking Server(31)
• ArcGIS for AutoC.AD(20) Esri Maps for IBM Cognos(53)
• ArcLogistics • Esri Maps for SharePoint(Addendum 2,Note 1)
Desktop(4ddeq4M..2„h!o1e,1 Addenda 2,
_9 e 2) Developer Tools
— Using ArcGIS Online(20;46;Ad endultt 2. • ArcGIS Runtime SDK for iOS,Windows Phone,
( ;�Olotc1, Windows Mobile,or Android 16
Using ArcGIS for Server(20;46;.Addendum 2, 4 I)
Note,1) ArcGIS Engine Developer Kit and Extensions(16,22,
® Navigator(46;,Addendum 2,Note 1_; Addendum 2. 26)
Note 2) ■ ArcGIS Engine for Windows/Linux and Extensions
■ ArcPad(12; 13; a ¢ n°¢um 2..Note 1:Adden 1
dum_2, (15;22;26;, �,n to ,;
Notes 2 :)
• ArcReader(20;Addendum 2,Nate 1) ■ ArcGIS for iOS(Ajd gAWa 2 i e2)
■ ArcView 3.x and Extensions(17) ■ ArcGIS for Windows Mobile Deployments(15;54;
■ Esri Business Analyst(Addendum 2z Note 1; Addendum 2a Nate I)
Addendum 2.] 215 4,E ■ ArcGIS Runtime(18;59;Ad,`,d%U4gmL2_.,NgJLDJ
■ Esri.Maps for Office(Ad¢er;° urn2 Note 1) ■ ArcGIS Runtime SDK(16;60;Aftn#um 2�,��)
■ Sourcebook•America(20;Addendqrn 2 baste 8) ■ ArcGIS Web Mapping(including ArcGIS API for
JavaScript/HTML5,ArcGIS API for Flex,ArcGIS
Server API for Microsoft Silverlight,ArcGIS API for WPF)
■ ArcGIS for Server (15; 16;64;66;AA&nA2
— Workgrou (8;9;28;29;30;32;38;39; Esri Business Analyst Server Developer
A den¢um 2.Note I;Addendum 2.Note 6) ( "t tiAddgn t 1, Nm„4)
Enterprise(S;9;27;31;38;39;Addend. attt�2, Esri Developer Network(EDN)Software,Online
N to 1° ndum 2h Note fat Services,and Data{24;26;Addendum 2, o1c 1;
—
Cnloud undl.—� _erlrnsan ddend , c f)
e f10•Addendum "t �:';o„ .
Tcrmsl He Geodatabase API(47)
■ ArcGIS for Server Extensions
— ArcGIS for INSPIRE 88;�lddendu 2 Note _ ....
Notes
1 m 7. Reserved,
8. The administration tools for the Software may be copied and redistributed throughout Licensee's organization.
9. User-developed ArcGIS for Server administration tools may be copied throughout Licensee's organization,but the
ArcCatalog application(found in ArcGIS for Desktop)may not be copied.
10. Licensee will provide information or other materials related to its content(including copies of any client-side
applications)as reasonably requested to verify Licensee's compliance with this License Agreement.Esri may
monitor the external interfaces(e,g.,ports)of Licensee's content to verify Licensee's compliance with this License
Agreement.Licensee will not block or interfere with such monitoring,but Licensee may use encryption
technology or firewalls to help keep its content confidential.Licensee will reasonably cooperate with Esri to identify
the source of any problem with the Cloud Bundle services that may reasonably be attributed to Licensee's content or
any end-user materials that Licensee controls.
F-300 Page 2 of 14 08/22 20I'2
11. Reserved,
12. Software is licensed for navigational use only when used in conjunction with ArcLogistics.
13, "Dual Use License"means the Software may be installed on a desktop computer and used simultaneously with
either a personal digital assistant(PDA)or handheld mobile computer as long as the Software is only used by a
single individual at any one(1)time.
14. Reserved.
15, Licensed as a Deployment License.Deployment Licenses for Internet application(s)may be subject to payment of
additional license fees.
16. Licensee may deliver applications to Licensee's sublicensee(s)provided Licensee uses a sublicense agreement that
protects Esri's rights in Esfi's Software,Data,Online Services,and Documentation to the same extent as the License
Agreement including,but not limited to,the following terms:
a. Sublicensec may not reverse engineer,decompile,or disassemble the Esri Software,Data,Online Services,
or Documentation,except to the extent permitted by applicable law;copy for commercial use;or transfer or
assign its rights under the license grant;
b. Sublicensee may not use any Esri Software,Data,Online Services,or Documentation,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.
Applications may be subject to deployment fees owed to Esri.Contact Esri or Licensee's distributor for details.
17. Licensee may use Business Objects Crystal Reports software only with the ArcView 3.x Software with which it was
acquired and subject to the Crystal Reports License Agreement available on the media.Licensee may not use a
software program or system to cache or queue report requests.
18. Licensed as a Deployment License.The Deployment License is per application per computer.Deployment Licenses
may not be used for Internet or server deployment.Deployment Licenses for desktop application(s)may be subject
to payment of additional license fees.
19. Reserved.
20. Licensee may reproduce and deploy the Software provided all 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 License Agreement,and the recipient agrees to be bound by the terms and conditions of the license
agreement;
c. All copyright and trademark attributions/notices are reproduced;and
d. There is no charge or fee attributable to the use of the Software.
21. Reserved.
22. a. ArcGIS Engine for Windows/Linux licenses shall not be used for Internet and server development and
deployment;
b. An end user must license either ArcGIS Engine for Windows/Linux Software orothcrArcGIS for Desktop
Software(Basic,Standard,or Advanced)to obtain the right to run an ArcGIS Engine application on
one(1)computer;and
c. The ArcGIS Engine for Windows/Linux extensions shall not be used in combination with ArcGIS for 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.
23. Reserved.
24. EDN Software may be used only for the purposes of research,development,testing,and demonstration of a
prototype application.EDN server Software and Data may be installed on multiple computers for use by any named
EDN developer.ArcGIS Online subscriptions included with EDN Advanced may be used as permitted by the Terms
of Use in Addendum 3 Online Services Addendum.
25. Reserved.
26. An ArcSDE Personal Edition geodatabase is restricted to ten(10)gigabytes of Licensee's data.
27. ArcGIS for Server Web ADF Runtime Software may not be deployed independently of Licensee's ArcGIS for
Server Enterprise configuration.
E300 Page 3 of 14 4V-2212012
28. Use is limited to ten(10)concurrent end users of applications other than ArcGIS for Server applications.This
restriction includes use of ArcGIS for Desktop Software,ArcGIS Engine Software,and third-party applications that
connect directly to any ArcGIS for Server geodatabase.There arc no limitations on the number or connections from
web applications.
29. Software can only be used with a supported version of SQL Server Express.Supported versions are listed with the
system requirements for the product on the Esri websitc.
30. Use is restricted to a maximum of ten(10)gigabytes of Licensee's data.
31. Licensee may have redundant Esri Server Software installation(s)for failover operations,but the redundant Software
can only be operational 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 site is operational.
32. Redundant Software installation for fai lover operations is not permitted.
33 37. Reserved.
38, The ArcGIS 3D Analyst for Server extension included with ArcGIS for Server Standard(Workgroup or Enterprise)
may be used only for generating globe data cache(s)or publishing a globe document as an ArcGIS Globe Service.
No other use of the ArcGIS 3 D Analyst for Server extension Software is permitted with ArcGIS for Server Standard.
39, Any editing functionality included with ArcGIS for Server is not permitted for use with ArcGIS for Server Basic
(Workgroup or Enterprise).
40-A5. Reserved.
46. Licensee should not follow any route suggestions that appear to be hazardous,unsafe,or illegal.Licensee assumes
all risk of using this navigation Software.
47. Licensee may develop and distribute software or web applications that use Esri File Geodatabase AN to Licensee's
end users.
48-52. Reserved.
53. This authorizes installation and use of a sufficient quantity of instances of ArcGIS for Server Enterprise Standard
solely for the purposes of integrated intercommunication between Esri ArcGIS for Server map services and IBM
Cognos data packages.No other use of Esri ArcGIS for Server Enterprise Standard is permitted.
54. ArcGIS for Windows Mobile Deployments are licensed for use with ArcGIS for Server Advanced(Enterprise or
Workgroup),ArcGIS for Desktop(Advanced,Standard,Basic),and ArcGIS Engine applications.
55-58. Reserved.
59. Licensee may develop an unlimited number of applications on a single computer and deliver the applications to end
users up to the number of Deployment Licenses that have been purchased.
60. a. ArcGIS Runtimc SDK licenses shall not be used for Internet or server development;
b. An end user must purchase a software application that includes an ArcGIS Runtime license to obtain the right to
run an ArcGIS Runtime application on one(1)computer,and
c. Customers building applications for their own internal use must purchase ArcGIS Runtime licenses for every
application Deployed that includes ArcGIS Runtime.A single user may have multiple ArcGIS Runtime
licensed applications installed on one(1)computer,but each application is an independent Deployment of
ArcGIS Runtime.
61. Oracle is a third-party beneficiary of Esri's rights under the License Agreement with respect to the Software but is
not a party hcreto and assumes no obligations hereunder.
62. Esri and its licensors reserve the right to conduct an audit of Licensee's use of the Software.Licensee will provide
reasonable assistance and access to information regarding Licensee's use of the Software.Audit results may be
reported to Esri's licensors.Fees for overdeployment or excess usage are payable within thirty(30)days of the
invoice date.
63. Reserved.
64. For web applications,Licensee may not use this Product independently of other Esri Product(s).
65. Reserved.
66. For desktop applications or SharePoint,each license is per organization.For the purposes of this license,
organizarion is equivalent to a principal registered unique domain identifier.Domain is the Internet domain name
registered with a domain name registrar.For instance,in example.com,example.com is the registered unique
domain identifier.Similarly,in example.com.xx,where xx is a registered country code,cxample.com.xx is the
registered unique domain identifier.Desktop applications can be used by any employee of the organization with the
principal registered unique domain identifier.There is no limit to the number of applications that can be built and
deployed within an organization.
E300 Pop 4 of 14 0812V2012
ADDENDUM 2
DATA TERMS OF USE
(E300-2)
This Data Terms of Use Addendum("Addendum 2")sets forth the terms of Licensee's use of Data and includes Licensees
existing master license agreement,if any,or the License Agreement found at hitt '&X, . q
-license.htmi(as applicable,the"License Agreement"),which is incorporated by reference.This Addendum 2 takes
precedence over conflicting tenors of the License Agreement.Esri reserves the right to modify the Data terms of use
referenced below at any time.Licensee may canccl a subscription upon written notice to Esri or discontinue use of the Data,
as applicable.If Licensee continues to use the Data,Licensee will be deemed to have accepted the modification.Data terms
of use are set forth in the notes referenced below:
• ArcGIS Online Data(1) 0 Demographic,Consumer,and Business Data("Esri
• StreetMap Premium for ArcGIS(2) Data!')(5, 10)
• Streetf%4ap Premium for Windows Mobile(2) @ Data and Maps for ArcGIS(6)
• StreetMap Premium for ArcPad(2) M Address Coder Data(7, 10)
• ArcLogistics Data(2) 0 Sourcebook-America Data(8, 10)
• Data Appliance for ArcGIS(3) M MapStudio Data(9)
• Business Analyst/Location Anal,%,Iics Data(4, 10)
Notes
1. ArcGIS Online Data:Software and Online Services that reference this note enable access to ArcGIS Online Data,
ArcGIS Online Data is provided for use solely in conjunction with Licensee's authorized use of Esri Software and Online
Services.Licensee may use Data accessed through ArcGIS Online as permitted under the terms of the URLs referenced
below:
a. NAVTEQ data is subject to the terms of use at lit .L�yvwlqCsq.camjlmall L-AIDS'A - -A ,W�xdb4ffm _MK JAI, 41'.
b. Tele Atlas/TomTom data is subject to the to of use at Ihtt :flip,M-vw 2ffi"I�9
c. Data from i-cubed is subject to the terms of use at -d�i ,it �i—vJj'Afb&99At-cl qv J- _-4i4f
d. Microsoft Bing Maps data is subject to the terms of use at litto.)"lwww.csri,conVic2allpdWe-_802-bing
e. BODC bathymetry data is subject to the terms of use found at huD.-.,,",,,wwwhQdc.ac.uk,§at alineAlixg,
hmbcolterms or usee,.
2. StreetMap Preiniwn for ArcGIS:StreetMap Premium for ArcGISfor Windows Mobile;StreetMap Premium for ArcPad;
ArcLogistics Data:StreetMap Premium Data may be used for mapping,geocoding,and single vehicle routing purposes
but is not licensed for dynamic routing.For instance,StreetMap Premium Data may not be used to alert a user about
upcoming maneuvers(such as warning of an upcoming turn)or to calculate an alternate route if a turn is missed.
StreetMap Premium Data may not be used to perform synchronized routing of multiple vehicles.Data acquired for use
with ArcGIS for Desktop,ArcGIS for Server,ArcPad,or ArcLogistics Soflwam may only be used with the Product for
which the Data was acquired,and may not be used with any other Product,StreetMap for Windows Mobile Data is
licensed for use solely on mobile devices or in conjunction with ArcGIS for Mobile applications.Data may include data
from either of the following sources:
a. NAVTEQ data is subject to the to of use at ri.cornf„leg
b. Tele Atlas/TomTorn data is subject to the terms of use at htln:i/%%,%%,tv.esri.com/leeal!ndrgo9792
-teleallas use_data-pff,
3. Data Appliance for ArcGIS:Data provided with Data Appliance is subject to the following additional to of use:
a. Licensee may only use Data for North America with the North America collection of the Data Appliance for
ArcGIS.This restriction applies to a large-scale(i.e.,scale levels below 1:100,000)street map,transportation
layer,boundaries and places layer,and one(1)-meter or better resolution imagery included in the USA
C-300 Page af14 Oa!22/2012
Collection.This restriction does not apply to the small-scale(ix,scale levels above 1:100,000)maps provided
in the World Collection,which are intended for display at global and regional scales.
b. NAVTEQ data is subject to the terms of use atLi.HLr,:1w %d&grr0 t/ df%,69Z&nayte�,c
c. Tele Atlas/TomTom data is subject to the terms of use at j 12,722
d. Data from kubed is subject to the terms of use at bjg,,,j�1www,c,,;ri,,co*!Ma1,/ d sf
c. BODC bathymetry data is subject to the terms of use found at cjk/ at o I ing dchve -
4. Business Analyst Data, Location Analytics Data:Business Analyst Data is provided with Esri's Business Analyst
(Server,Desktop)or accessed through Business Analyst Online and Community Analyst.Location Analytics Data is
accessed through Business Analyst Online API,Community Analyst API,and Location Analytics API.The Data is
subject to the following additional terms of use:
a. The Data is provided for Licensee's internal business use solely in connection with Licensee's authorized use of
Software.Business Analyst Data is restricted for use only in conjunction with the respective Business Analyst
extension.Location Analytics Data is restricted for use only in conjunction with Business Analyst Online API,
Community Analyst API,and Location Analytics API.if Licensee orders a license for Esri Business Analyst or
Business Analyst(Canadian Edition),or for Business Analyst Online API,Community Analyst API,and
Location Analytics API,with a subset of the national datasel(i.e.,Region,State,Local),Licensee may use only
the licensed subset,not any other portion of the national dataset.
b. Licensee's use of Canadian Edition Data with Business Analyst(Server,Desk-top),Business Analyst Online
API,Community Analyst API,or Location Analytics API is subject to the Use of Data Restrictions specific to
c. Infogroup data is subject to the following terms of use:"Users"means end users of Esri Software.Any use of
the Infogroup database not expressly authorized in this License Agreement is strictly prohibited.Without
limiting the generality of the foregoing,Users are expressly prohibited from(i)cobranding or otherwise
providing the product or service on behalf of any third party;(ii)sublicensing or reselling the Infogroup
database;(iii)using or allowing third parties to use the Infogroup database for the purpose of compiling,
enhancing,verifying,supplementing,adding to,or deleting from any mailing list,geographic or trade
directories,business directories,classified directories,classifled advertising,or other compilation of
information that is sold,rented,published,furnished,or in any manner provided to a third party;(iv)using the
Infogroup database in any service or product not specifically authorized in this License Agreement or offering it
through any third party;(v)disassembling,decompiling,reverse engineering,modifying,or otherwise altering
the Infogroup database or any part thereof without In rogroup's prior written consent,such consent to be granted
or withheld at Infogroup's sole discretion;or(vi)using the Infogroup database for any direct marketing
purposes.
d. NAVTEQ data is subject to the terms of use at jhlp.rp'111 a L"W,J1 X'1219'-A'L��-� .
_L djf
e. Tele Atlas/TomTom data is subject to the terms of use at
5. Demographic.Consumer,and Business Data("Esri Data"):This Data category includes demographic,consumer,
business,and Tapestry Segmentation datasets.Subject to the terms of the License Agreement and this Addendum 2,
Licensee may use the Esri Data for any business purpose.
6. Data and Maps for ArcGIS:The Data is available to licensed users or ArcGIS for Desktop,ArcGIS for Server,and
ArcGIS Online.Data and Maps for ArcGIS is provided for use solely in conjunction with authorized use of ArcGIS for
Desktop,ArcGIS for Server,and ArcGIS Online.
a. Licensee may redistribute the Data as described in the Redistribution Rights Matrix available at
in the Help system or in supporting mcladata
riles,subject to the specific attribution descriptions and requirements for the dataset accessed.
b, StrectMap Data 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 to calculate an alternate route if a turn is missed.
E300 Page 6 of 14
7. Address Coder Data:This data is included with Address Coder and is provided for Licensee's internal business use
solely in connection with Licensee's authorized use of Address Coder.
. Sourrebook-America Data,This Data is included with 5ourcebook•A erica and provided for Licensee's internal
business use solely in connection with Licensee's authorized use of Sourcebook•America.
9. MapStudio Data:Use of this Data is subject to the following terms and conditions:
a. NAVTEQ data is subject to the terms of use at ,G1'www_cwE �onnilc alr"' �'iRJ9791-n vte� •
b. Tele AtlasrfomTom data is subject to the terms of use at'rN x � ,qg0 ° w� old a lT9
detatlas use dg
c. Data from i-cubed is subject to the terms of use at �ri.c leaal� dff9�4r uat ddl;
d. Infogroup Data is subject to the following terms of use:"Users"means end users of Esri Software.Any use of
the Infogroup database not expressly authorized in this License Agreement is strictly prohibited.Without
limiting the generality of the foregoing,Users are expressly prohibited from(i)cob ding or otherwise
providing the product or service on behalf of any third party;(ii)sublicensing or reselling the Infogroup
database;(iii)using or allowing third parties to use the Infogroup database for the purpose ofcompiling,
enhancing,verifying,supplementing,adding to,or deleting from any mailing list,geographic or trade
directories,business directories,classified directories,classified advertising,or other compilation of
information that is sold,rented,published,furnished,or in any manner provided to a third party;(iv)using the
Infogroup database in any service or product not specifically authorized in this License Agreement or offering it
through any third party;(v)disassembling,decopiling,reverse engineering,modifying,or otherwise altering
the Infogroup database or any pan thereof without Info up's prior written consent,such consent to be granted
or withheld at Info up's sole discretion;or(vi)using the Infogroup database for any direct marketing
purposes.
10. Licensee may include Data in hard-copy or read-only format("Outputs")in presentation packages,marketing studies,or
other reports or documents prepared for third parties.Licensee shall not resell or otherwise externally distribute Outputs
in staridalone form.
E300 Page 7 of 14 0 a2/20t2
ADDENDUM
ONLINE SERVICES ADDENDUM
( 0-3)
This Online Services Addendum("Addendum 3")sets forth the terms of Licensee's use of Online Services and includes the
Licensee's existing master license agreement,if any,or the license Agreement found at htt ,'Lj L-, leg gy °w
IsoFtware-license.html(as applicable,the"License Agreement"),which is incorporated by reference.This Addendum 3 takes
precedence over conflicting terms of the License Agreement.Esri reserves the right to update the terms from time to time.
Section I of this Addendum 3 contains terms applicable to all Online Services; Section 2 contains common terms applicable
to specific Online Services.
SECTION 1—COMMON TERMS OF USE OF ONLINE SE VICES
ARTICLE I—DEFINITIONS
In addition to the definitions provided in the License Agreement,the following definitions apply to this Addendum 3:
a. "API"means application programming interface.
b. "ArCGIS Wcbsitc"means latt �a'� %w v,@u iGa °kn and any related or successor websites.
c. "Content"means Data,images,photographs,animations,video,audio,text,maps,databases,data models,
spreadsheets,user interfaces,software applications,and Developer Tools.
d° "Developer Tools"means software development kits(SDKs),APIs,software I ibraHes,code samples,and other
resources.
e. "Named Users"means Licensee's employees;agents;consultants;contractors;or,for education accounts,registered
students whom Licemwe authorizes to access Online Services for Licensee's exclusive benefit through Licensee's
ArcGIS Online account,to which they are explicitly linked through unique,individual user names and passwords.
f. "Online Content"means Content hosted or provided by Esri as part of Online Services,including any Map Services,
Task Services,Image Services,and Developer Tools and excluding Content provided by third parties that Licensee
accesses through Online Services.
g. "Service Components"means each of the following:Online Services,Online Content,ArcGIS Websitc,Developer
Tools,Documentation,or related materials.
h. "Licensee's Content"means any Content that Licensee or Licensee's Named Users submit to Esri in connection with
Licensee's use of the Online Services,any results derived from the use of Licensee's Content with Online Services,
and any applications Licensee builds with Developer Tools and deploy with Online Services.Licensee's Content
excludes any feedback,suggestions,or requests for Product improvements that Licensee provides to Esri.
i. "Value-Added Application"means an application using the Developer Tools and Online Services and that includes
functions or features not inherent in the Online Services.
j. "Web Services"as used under Licensee's existing signed license agreement,if any,means Online Services and any
Content delivered by such Online Services.
ARTICLE USE OF ONLINE SERVICES
.1 License to Online Services.Esri grants Licensee a personal,nonexclusive,nontransferable,worldwide license to access
and use Online Services as set forth in the applicable Ordering Documents(i)for which the applicable license fees have been
paid,(H)for Licensee's own internal use by Licensee and Licensee's Named Users,and(iii)in accordance with this License
Agreement and the licensed configuration on file as authorized by Esri.
.2 Provision of Subscription Online Services.For subscription Online Services,Esri will
a Provide Online Services to Licensee in accordance with the Documentation;
b. Provide customer support in accordance with Esri's standard customer support policies and any additional support
Licensee may purchase; d
c. Use commercially reasonable efforts to ensure that Online Services will not transmit to Licensee any Malicious
Code,provided Esri is not responsible for Malicious Code that was introduced to Online Services through Licensee's
account or through third-party Content
E300 Page 8 of14 0 2l2at2
23 Licensee's Responsibilities.Licensee or Licensee's Named Users are the only persons authorized to access Online
Services through Licensee's accounts.Authorization Codes may not be shared among multiple individuals but may be
reassigned for absences of one(1)month or longer.Licensee and Licensee's Named Users are responsible for maintaining the
confidentiality of Authorization Codes and for ensuring that unauthorized third parties do not access Licensee's account.
Licensee will immediately notify Esri if Licensee becomes aware of any unauthorized use of Licensee's account or any other
breach of security.
2A Prohibited Uses of the Online Services.In addition to the prohibited uses under the License Agreement,Licensee shall
not(i)attempt to gain unauthorized access to the Online Services or assist others to do so;(ii)use Online Services for
spamming,to transmit junk e-mail or offensive or defamatory material,or for stalking or making threats of physical harm;
(iii)use Online Services to store or transmit software viruses,worms,time bombs,Trojan horses,or any other computer
code,files,or programs designed to interrupt,destroy,or limit the functionality of any computer software,hardware,or
telecommunications equipment("Malicious Code");(iv)mirror,mformat,or display Online Services in an attempt to mirror
and/or make commercial use of Online Services except to the degree that Online Services directly enable such functionality;
(v)share the client-side data cache derived from Online Services with other licensed end users or third parties;(vi)distribute
the client-side data cache,routes,or geocodes derived from Online Services to third parties;(vii)manually or systematically
harvest information and data contained within Online Services;(viii)use ArcGIS Online Map Services,Geocoding Services,
or Routing Services in connection with any products,systems,or applications installed or otherwise connected to or in
communication with vehicles capable of vehicle navigation,positioning,dispatch,real-time route guidance,fleet
management,or similar applications;or(ix)incorporate any portion of Online Services into a commercial product or service
unless it adds material functionality to the Online Services.
2.5 Evaluations.Esri may provide licenses to use certain Services for Licensee's internal evaluation purposes.Such licenses
continue until the stated evaluation period expires or until Licensee purchases a subscription,whichever occurs first.IF
LICENSEE DOES NOT CONVERT LICENSEE'S EVALUATION LICENSE TO A SUBSCRIPTION PRIOR TO
EXPIRATION OF THE EVALUATION TERM,ANY CONTENT AND CUSTOMIZATIONS THAT LICENSEE
UPLOADED OR MADE DURING THE EVALUATION TERM WILL BE PERMANENTLY LOST.IF LICENSEE DOES
NOT WISH TO PURCHASE A SUBSCRIPTION,LICENSEE MUST EXPORT SUCH CONTENT BEFORE THE END
OF LICENSEE'S EVALUATION PERIOD.
2.6 Modifications or Online Services.Esri reserves the right to alter,modify,deprecate,or discontinue Online Services and
related APIs at any time,If reasonable under the circumstances,Esri will provide prior notice of any material alterations.Esri
will attempt to support any deprecated APIs for up to six(6)months,unless there are legal,financial,or technological
reasons not to support them.
23 AMbutions.Licensee is not permitted to remove any Esri or its licensors'logos or other attribution associated with any
use of ArcGIS Online Services.
ARTICLE 3—TERM AND TERMINATION
The following supplements Article 5, Term and Termination of the License Agreement:
3.1 Term or Subscriptions.The term of any subscription will be provided in the Ordering Document under which it is
purchased or in the Online Services description referenced therein.
31 Service Interruption.Licensee's access(including access on behalf or Licensee's customers)to and use of Online
Services may be suspended,without prior notice,for any unanticipated or unscheduled downtime or unavailability of all or
any portion of Online Services,including system failure or other events beyond the reasonable control of Esri or its affiliates.
3.3 Service Suspension.Esri and its affiliates shall be entitled,without any liability to Licensee,to suspend access to any
portion or all of Online Services at any time on a service-wide basis(a)if Licensee breaches this License Agreement or
exceeds Licensee's usage limits and fails to purchase additional Service Credits sufficient to support Licensee's continued use
of Online Services as described in Article 5 of this Addendum;(b)if there is reason to believe that Licensee's use of Online
Services will adversely affect the integrity,functionality,or usability of the Online Services or that Esri and its licensors may
incur liability by not suspending Licensee's account;(c)for scheduled downtime to conduct maintenance or make
modifications to Online Services;(d)in the event of a threat or attack on Online Services(including a denial-of-service
E300 Page 4 of 14 08/2212012
attack)or other event that may create a risk to the applicable part of Online Services;or(e)in the event that Esri or its
affiliates determine that Online Services(or portions thereof)are prohibited by law or otherwise that it is necessary or
prudent to do so for legal or regulatory masons. If warranted under these circumstances,Licensee will be notified of any
Service Suspension beforehand and allowed reasonable opportunity to take remedial action.
3A Esri is not responsible for any damage,liabilities,losses(including any loss of data or profits),or any other consequences
that Licensee or any Licensee customer may incur as a result of any Service Interruption or Service Suspension.
ARTICLE 4—LICENSEE'S CONTENT,FEEDBACK
4.1 Licensee's Content.Licensee is solely responsible for the development,operation,and maintenance of Licensee's
Content and for all materials that appear on or in any of Licensee's Content.Licensee retains all fight,title,and interest in
Licensee's Content.Licensee hereby grants Esri and its licensors a nonexclusive,nontransferable,worldwide fight to host,
run,and reproduce Licensee's Content solely for the purpose of enabling Licensee's use of Online Services.Without
Licensee's permission,Esri will not access,use,or disclose Licensee's Content except as reasonably necessary to support
Licensee's use of Online Services,respond to Licensee's requests for customer support,or troubleshoot Licensee's account or
for any other purpose authorized by Licensee in writing.If Licensee accesses Online Services with an application provided
by a third party,Esri may disclose Licensee's Content to such third party as necessary to enable interoperation between the
application and Online Services.Esri may disclose Licensee's Content if required to do so by law or pursuant to the order of a
court or other government body,in which case Esri will reasonably attempt to limit the scope of disclosure.It is Licensee's
sole responsibility to ensure that Licensee's Content is suitable for use with Online Services and for maintaining regular
oMine backups using the Online Services export and download capabilities.
42 Renwval or Licensee's Content.Licensee will provide information and/or other materials related to Licensee content as
reasonably requested by Esri to verify Licensee's compliance with this License Agreement.Esri may remove or delete any
portions or Licensee's Content if there is reason to believe that uploading it to,or using it with,Online Services violates this
License Agreement.if reasonable under these circumstances,Esri will notify Licensee before Licensee's Content is removed,
Esri will respond to any Digital Millennium Copyright Act take-down notices in accordance with Esd's Copyright Policy,
available at
43 Sharing Licensee's Content.Online Services and ArcGIS Website include publishing capabilities that allow Licensee to
make Licensee's Content available to third parties("Sharing Tools").Licensee hereby grants to any third ponies with whom
Licensee elects to share Licensee's Content using such Sharing Tools the right and license to use,store,cache,copy,
reproduce,(re)distribute,and(rc)tmnsmit Licensee's Content with Online Services subject to any terms of use and access
restrictions that Licensee provides with Licensee's Content.ESRI IS NOT RESPONSIBLE FOR ANY LOSS,DELETION,
MODIFICATION,OR DISCLOSURE OF LICENSEE'S CONTENT RESULTING FROM LICENSEE'S NAMED USERS,
MISUSE OF SUCH SHARING TOOLS OR ANY OTHER SERVICE COMPONENTS.LICENSEE'S USE OF SUCH
SHARING TOOLS IS AT LICENSEE'S SOLE RISK.
4A Retrieving Licensee's Content upon Terridnation.Upon termination of this License Agreement or any evaluation or
subscription,Esri will make Licensee's Content available to Licensee for download for a period of thirty(30)days unless
Licensee requests a shorter window of availability or Esri is legally prohibited from doing so.Thereafter,Licensee's right to
access or use Licensee's Content with Online Services will end,and Esri will have no further obligations to store or return
Licensee's Content.
ARTICLE 5—LIMITS ON USE OF ONLINE SERVICES;SERVICE CREDITS
Esri may establish limits on the resources available to Licensee with Online Services.These limits may be controlled through
Service Credits.Service Credits are used to measure the consumption of ArcGIS Online services made available through
Licensee's account.The maximum Service Credits provided with Licensee's ArcGIS Online account will be addressed in the
applicable Ordering Document-Esri will notify Licensee's account administrator when Licensee's Service consumption
reaches approximately seventy-rive percent(75°/®)of the Service Credits allocated to Licensee through Licensee's
subscription.The overage limits for a particular Service and options to address overages will be provided in the Service
description and specified in the Ordering Document.Esri reserves the right to suspend Licensee's account until Licensee pays
all outstanding overage fees in accordance with this License Agreement.
E300 Page 10 of 14 0912212012
ARTICLE 6—ONLINE CONTENT;THIRD-PARTY CONTENT AND WEBSITES
6.1 Online Content.Arc:GIS Online Data is included as a component of Online Services and is licensed under the terms of
the License Agreement.
6.2 Third-Party Content and Websites.Online Services and ArcGIS Website may reference or link to third-party websites
or enable Licensee to access,view,use,and download third-party Content.This Agreement does not address Licensee's use
of third-party Content,and Licensee may be required to agree to different or additional terms in order to use third-party
Content.Esri does not control these websites and is not responsible for their operation,content,or availability;Licensee's use
of any third-party websites and third-party Content is as is,without warranty,and at Licensee's sole risk.The presence of any
links or references in Online Services to third-party websites and resources does not imply an endorsement,affiliation,or
sponsorship of any kind.
ARTICLE 7—LICENSEE'S WARRANTIES
Licensee warrants that Licensee's Content or use of Online Services with a product,process,or system not supplied by Esri or
specified by Esri in its Documentation will not(i)infringe or misappropriate any third-party intellectual property rights or
proprietary rights,(ii)violate any third party's privacy rights or any applicable law,or(iii)contain or transmit to a third party
any Malicious Code,Except as prohibited by applicable law,Licensee agrees to defend,indemnify,and hold harmless Esri
from and against any claim,action,liability,or demand arising out of a breach of the foregoing warranties,
E300 Page 1 I of 14 0 72012
SECTION 2—TERMS OF USE FOR SPECIFIC ONLINE SERVICES
Specific Online Services are subject to the to of use set forth in the notes referenced below:
• ArcGIS Online(1;2;3;Addendum 2, tcj; Esri Community Analyst API for Adobe Flex,
Addendum 2 Note 6) Microsoft Silverlight,SOAP,and REST(6;
• Business Analyst Online(4;Addgqdum 2. Note I- ddenduM,2 Addendum 2 Nole-4
Addendu
m .Note 4) Esri Location Analytics API for Adobe Flex,
• Business Analyst Online Mobile(4;&ddendu%,2 Microsoft Silverlight.SOAP,and REST(6;
Note L Addendum 2 Note 4 Addendum 2 Note 1;Aftendurn 2 Note 4)
• Esri Business Analyst Online API for Adobe Flex, a Redistricting Online(3;Addendum 2 �Lpt 1.)
Microsoft Silverlight,SOAP,and REST(6; 0 MapStudio(5;AJAcndum 2 Notc_91
.Addendum 2., ige 1;AAdendurn 2.Nole 4
• Community Analyst(4;Addendum 2 Note,!;
Addendum 2 Note 4
Note
1. In addition to the common terms of use of Online Services
a. Licensee may use Licensee's ArcGIS Online account to build a Value-Added Application(s).
b. Licensee may provide access to Licensee's Value-Added Application(s)to third parties,subject to the following
terms:
i. Licensee may allow anonymous user access to Licensee's Value-Added Application(s).
ii. Licensee shall not add third parties as Named Users to Licensee's ArcGIS Online account for the purpose of
allowing third parties to access Licensee's Value-Added Application(s).This restriction does not apply to
third parties included within the definition of Named Users.
iii. Licensee shall not provide a third party with access to ArcGIS Online Services enabled through Licensee's
ArcGIS Online account other than through Licensee's Value-Added Application(s).This restriction does
not apply to third panics included within the definition of Named Users.
iv. Licensee is responsible for any fees accrued through the use of Licensee's ArCGIS Online account by third
parties accessing Licensee's Value-Added Application(s).This includes Service Credits required to support
third-party Online Services usage and any additional subscription fees for Online Services as required.
v. Licensee is solely responsible for providing technical support for Licensee's Value-Added Application(s).
vi. Licensee will restrict third-party use of Online Services as required by the terms of this Agreement.
c. For ArcGIS Online ELA and Organization Plan accounts:Licensee is also permitted to
L Charge an additional fee to third parties to access Licensee's Value-Added Application(s),subject to the
to of this License Agreement;or
ii, Transfer Licensee's Value-Added Application(s)to a third party's ArcGIS Online account,subject to the
following:
(1) Licensee may charge third parties a fee for Licensee's Value-Added Application(s).
(2) Licensee is not obligated to provide technical support for the third party's general use or its
ArcGIS Online account not related to Licensee's Value-Added Application(s).
(3) Licensee is not responsible for any fees accrued through the third party's use of Licensee's Value-
Added Application(s)that have been transferred to or implemented on the third parry's ArcGIS
Online account.
d. For Personal Plans,Education and Not-for-Profit use of ArcGIS Online accounts:Licensee is not permitted to
charge an additional fee to third panics to access Licensee's Value-Added Application(s)or generate more than
incidental advertising revenue as a consequence of the deployment or use of the Value-Added Application(s),
Charging a fee to access Licensee's Value-Added Application(s)or generating more than incidental advertising
revenue requires an ArcGIS Online ELA or Organization Plan account.
F300 Page 12 of 14 08M1?012
2. Licensee is not permitted to be the licensee of an ArcGIS Online account for or on behalf of a third party.
3. Terms of Use for ArcGIS Online Services:The following ArcGIS Online Services are not subject to ArcGIS Online fee-
based Service Credit consumption usage.There is no fee(unless otherwise noted)to use these services up to the
predefined maximum usage limits shown below.Use ofthese services beyond the predefined usage limits requires an
additional fee.These services may be used only in conjunction with ArcGIS Software or an ArcGIS Online account.
a. Map Services,Imagery Services,and Geometry Services:Licensee may put these services to any use consistent
with these terms of use,subject to an aggregate limit of fifty million(50,000,000)transactions during any
twelve(12)-month period."Transaction"is defined in the Documentation at the ArcGIS Online Content
resource center at WMAml_grc
b. ArcGIS Online Standard Task services(available at ttls:ifi kr,arfgisoirlirre corn):Licensee may put these
services to any use consistent with these terms of use,subject to the following:
■ Standard Geocoding Services:Licensee may use these services for search capabilities only,and results
may not be stored for later use.Whenever results are stored for later use,a subscription is required.
• Standard Routing Services:Licensee is subject to a limit of five thousand(5,000)routing requests(as
defined in the Documentation)during any twelve(12)-month period.
c. ArcGIS Online Subscription Task Services(available at -,S&,g i irr �o-):Upon
Licensee's payment to Esri of the applicable fee(s),Licensee may put these services to any use consistent with
these terms of use.Licensee may store results for later use.
d. ArcGIS Online Sample Senpices:Licensee may use these services for internal evaluation and development
purposes only.All licenses for ArcGIS Online Services are subject to these terms of use and any additional
restrictions or requirements identified in the Documentation.
e following ArcGIS Online Service is subject to fee-based ArcGIS Online Service Credit consumption usage:
a ArcGIS Online World Geocoding Service(available at I a ire Licensee may use this
service for search capabilities at no cost,but results may not be stored for later use.Upon Licensee's payment
for an ArcGIS Online subscription or Service Credits,Licensee may batch geocode and store results for later
4. Licensee may not display or post any combination of more than one hundred(100)Esri Business Analyst Online or
Community Analyst Reports and maps on Licensee's external wcbsites.
5. Licensee may create,publicly display,and distribute maps in hard copy and static electronic format for news-reporting
purposes.
G. Licensee may develop software or web applications that use Business Analyst Online API,Community Analyst API,or
Location Analytics API to access,query,create,display,and redistribute Reports and resultant static,electronic maps to
end user(s)of Licensee's software or web applications.If Licensee has an anonymous user subscription,Licensee may
provide access to Licensee's Value-Added Application(s)to anonymous end users,limited to the number of Reports
Licensee has paid for.End user(s)of Licensee's software or web applications may use Reports and maps for internal
purposes only and not for further redistribution."Re ri(s)"means any formatted output created by the Business Analyst
Online API,Community Analyst API,or Location Analytics API Products,which includes PDF,CSV,Excel,HTML,
and XML ronnats.Licensee shall not redistribute any Data in vector formats.Licensee and Licensee's end users are
prohibited from using Reports or other output generated by Business Analyst Online API,Community Analyst API,or
Location Analytics API as a substitute for Business Analyst Online API,Community Analyst API,or Location Analytics
API,including,but not limited to,(i)combining and including such output in one or more GIes or databases and
(ii)making such output available through a multiuser computer application.For clarity,end users may save Reports
locally for their own internal use.For publicly facing applications developed with Business Analyst Online API
(Canadian Edition),Reports and Data may be produced or exported in static formats only(e.g.,JPEG,PDF);Licensee
must ensure that Licensee's application does not allow Canadian Edition Reports to be exported as CSV,XML,HTML,
or XLS Gies or in any other format that readily enables extraction or manipulation of the file's contents.Licensee is
solely responsible for providing technical support for Licensee's Value-Added Application(s).
00 Pap 13 of14 0 -012
ADDENDUM
LIMITED USE PROGRAMS
(E -4)
This Limited Use Programs Addendum("Addendum 4")applies to any Licensee that has been qualified by Esri or its
authorized distributor to participate in any of the programs described herein.This Addendum 4 includes the Licensee's
existing master license agreement,if any,or the License Agreement found at cri.co le gal ice i1 I war
1" r .latmll,(as applicable,the"License Agreement"),which is incorporated by reference.This Addendum 4 takes
precedence over conflicting terms of the License Agreement.Esri reserves the right to update the terms from time to time.
■ Educational Pro (1) 7- 00the
me Use Pro (3)
■ t Pro s 2 r Esri Limited Use Pro s 4
Notes
1. Educational Programs:Licensee agrees to use Products solely for educational purposes during the educational use Term.
Licensee shall not use Products for any administrative use unless Licensee has acquired an administrative use Tenn
License.Licensee shall not use Products for commercial or for-profit purposes.
2. Grant Programs:Licensee may use Products only for Noncommercial purposes as specified in the Esri grant document.
Licensee shall not use Products for commercial or far-profit purposes.
3. ArcGIS for Nome Use Program:
a. All ArcGIS for Home Use Program Products are provided as Term Licenses and are identified on Esri's Home Use
Program website found at'�h� ? tµ n ., ' , " -1 i Z or Licensee's authorized di butoes website.
b. Esri grants to Licensee a personal,nonexclusive,nontransferable,Single Use License solely to use the Products
provided under the Arc1S for Home Use Program as set forth in the applicable Ordering Documents(i)for which
the applicable license fees have been paid,(ii)for Licensee's own Noncommercial internal use,(iii)in accordance
with this License Agreement and the configuration ordered by Licensee or as authorized by Esri or its authorized
distributor,and(iv)for a period of twelve(12)months unless terminated earlier in accordance with the License
Agreement. "Nonce rcil"means use in a personal or individual capacity that(i)is not compensated in any
fashion;(ii)is not intended to produce any works for commercial use or compensation;(iii)is not intended to
provide a commercial services and(iv)is neither conducted nor funded by any person or entity engaged in the
commercial use,application,or exploitation of works similar to the licensed Products.
c. InsWilation Support.Installation Support for a period of ninety(90)days is included with ArcGIS for Horne Use.
As discussed further on the Esri or authorized distributor's website,Esri provides technical support in response to
specific inquiries.Installation Support will apply only to unmodified Software.Software is provided only for
standard hardware platforms and operating systems supported by Esri as described in the Software Documentation.
Esri is not responsible for making or arranging far updates to interfaces for nonstandard devices or custom
applications.
Esd Installation Support will be provided in compliance with the Esri ArcGIS for Home Use Installation Support
document on the Esri website at Yt¢twww,t wa,t 0_ ,eteal° dfw �r ^- �•.'�,�w ll 'gin-s a if":Esri supports
users solely with the installation of Esri Software.Esri's Support website is at
Support provided by an authorized distributor will be in accordance with the distributor's technical support program
terms and conditions.
4. Other Esri Limited Use Programs:If Licensee acquires Products under any limited use program not listed above,
Licensee's use of the Products may be subject to the terms set forth in the applicable launching page or enrollment form
or as described on sri's website in addition to the nonconflicting terms of this Addendum 4.All such program terms are
incorporated herein by reference.
E300 Pagc 14 of 14 Oa/2212012
EXHIBIT 2
esri*
TRAINING ADDENDUM
07SET 3111)
Ead,380 New York St.,Redlands,CA 92373-8100 USA•TEL 9M793.2853•FAX 793.5953
ARTICLE I—TRAINING DESCRIPTION participation due to US government export regulation
requirements,course scheduling changes.or cancellations.
Esri offers instructor-led training related to the use of its Licensee must provide wnften notice to Esd's Customer
proprietary GIS software. Esri will provide to Licensee a fixed Service at r of any cancellation.,
number of training days to use for Instructor-Led Training, as rescheduling, or Student substitution requirements and
defined in this Small Enterprise Training Package, if purchased. receive confirmation of these change(s)prior to the Gass start
Instructor-Led Training events occur at an Esri Learning Center or date.
via the web in a cloud environment. The Esri software training • Licensee is responsible to ensure that it adheres to the
course(s) to be conducted, location, schedule dates, and course, facility,and equipment requirements for Esri training
registration requirements are set forth in the Esd Training catalog as found at
located on is Training web5ite ( 1 rni . n, '% All r ,
courses are conducted in substantial conformity with course • Students may not use audio andlor video recording
descriptions outlined on the Esri Training website. Esd reserves equipment within the classroom without prior written approval
the right to modify course content when necessary due to from Earl II'rllllmri a°u crvr-s Hie right 1r uie° rd n ur.assmormm
software technical capabilities or limitations. trrmllniinrl event tm tumtu.as rebrDadcast.
ARTICLE 2—MRI'S RESPONSIBILITIES ARTICLE 4—CANCELLATION AND RESCHEDULING POLICY
• Esri will provide an Instructor qualified to conduct the • a Student's place in Gass is filled by another person
courses)as well as all necessary training materials sufficient from the same organization,a Student substitution is allowed
for the number of registered participants (hereinafter at no cost provided Esri's Customer Service department is
"Student(sr)on the scheduled dates. Esri will provide each notified three(3)business days in advance of the class start
Student with a course manual where applicable. date. Should a Student substitution occur without three (3)
• Esri will confirm Learning Center training class scheduled business days' notification, an additional nonrefundable
dates approximately ten(10)business days prior to the Gass transfer and data processing fee may be assessed.
start date. A Student may transfer frorn one(1)scheduled Esri Learning
Center Gass to another one(1)time at no additional charge
ARTICLE CENSEE'S RESPONSIBILITIES provided Esri's Customer Service department is notified
must ensure the three (3)businessdays in advance of the start date,
• Licensee protection of Esri's copyrights. Subsequent transfers or transfers that occur without three(3)
Licensee shall neither copy or distribute nor parmit a third business days'notification may Incur a transfer fee
party to copy or distribute any of Esri's training material(s) • Students may cancel their enrollment in a class provided
unless otherwise required by law. Esri's Customer Service department is notified
• Licensee must not resell seat(s) to an Esri training class three(3)business days in advance.If three(3)business days'
unless explicitly authorized in writing by Esri. notification is not provided,Students may be charged the full
• Licensee must confirm that all registered Students meet the Student Seat fee.
minimum prerequisites for the applicable class set forth on
Esti's Training website. if Esri is unable to conduct the training on the scheduled date,
• Licensee must ensure that all Students have received Esri will notify Licensee at least three (3)business days before
confirmation from Esri to participate in an Esri training event the scheduled date.
Unregistered Students are not permitted to view or participate
in a Virtual Classroom training event Esri reserves the right to If cancellation of a training event Is necessary due to Force
disconnect any Student who permits access to unregistered Majeure,the affected party is released In full from the three(3)-
Students. business-day notification.The affected party will either reschedule
• Licensee must submit registrations with a confirmed payment the training or cancel the order without that affected party
commitment at least seven(7)business days before the class Incurring any liability.
start date. If Licensee submits a registration without a
confirmed payment, Esri will not confirm the seat reservation. ARTICLE5—UNIQUE TERMS FOR THE SMALL ENTERPRISE
The reservation will be added to the waiting list pending TRAINING PACKAGE
payment confirmation and subject to availability.
• US government export control laws and regulations prohibit . To order training, Licensee must include training in the
US persons from engaging in transactions with certain dented Purchase Order for the ELA or provide a Purchase Order as
persons found on various US Government Denied Peirsons. required and specified within the ELA that matches the Esri
lists (e.g., US Department of the Treasury's Specially quotation.
Designated Nationals last, US Commerce Department7s . Where Licensee submits additional Purchase Orders to
Denied Persons/Entity List, etc.). To meet these export purchase training days for additional year(s). any unused
requirements,Licensee must submit to Esri Customer Service training days will automatically roll over.
a list of the names of Students that are to attend any training • A Purchase Order is required annually for each three(3)-year
Gass. Any Student that is found on any of the various US term. Failure to submit annual Purchase Orders will result in
Government Denied Persons lists will not be permitted to the forfeit of unused training days.
attend training. • Licensee must assign an individual within its organization to
• Licensee is responsible for all Student travel arrangements. the role of Training Administrator to serve as liaison between
Esri assumes no responsibility for losses from nonrefundable Licensee's organization and Esri as wall as internally manage
travel arrangements resulting from denial of a Student's and authorize allocated training days,
E207SET Page 1 of 2 012512011
■ The training days are available for a period of twelve (12)
months, commencing on the purchase Effective Date,„ and
ending when all training days are consumed, whichever is
sooner.
• Esri will invoice for outstanding training expenses where
applicable.
• Training days are not transferable and not refundable for any
other Esri products or services.
ARTICLE6—RESERVATION OF OWNERSHIP AND GRANT
OF LICENSE
Except as speciflully granted in this Agreement, Esri and/or its
licensors own and retain all right, title, and interest in software,
data,documentation,and training materials.
ARTICLE 7—WARRANTY
7.1 Esri will provide training in a manner consistent with the
technical and professional standards of the industry.
7.2 Disclaimer of Warranties.WITH THE EXCEPTION OF THE
LIMITED WARRANTY SET FORTH IN THIS ARTICLE, ESRI
DISCLAIMS, AND THIS AGREEMENT EXPRESSLY
EXCLUDES, ALL OTHER WARRANTIES, EXPRESS OR
IMPLIED, ORAL OR WRITTEN, INCLUDING, WITHOUT
LIMITATION, ANY AND ALL WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE, NONINTERFERENCE, AND NONINFRINGEMENT,
AS WELL AS ANY WARRANTIES THAT THE TRAINING IS
ERROR FREE.
ARTICLE S—LIMITATION OF LIABILITY AND EXCLUSIVE
REMEDY
EXCEPT FOR INDEMNITY ASSOCIATED WITH CLIENT SITE
TRAINING, IN NO EVENT SHALL ESRI BE LIABLE TO
LICENSEE FOR COSTS OF PROCUREMENT OF SUBSTITUTE
GOODS OR TRAINING; LOST PROFITS; LOST SALES,
BUSINESS EXPENDITURES; INVESTMENTS; BUSINESS
COMMITMENTS; LOSS OF ANY GOODWILL; OR ANY
INDIRECT, SPECIAL, EXEMPLARY, CONSEQUENTIAL, OR
INCIDENTAL DAMAGES ARISING OUT OF, OR RELATED TO,
THIS AGREEMENT, HOWEVER CAUSED OR UNDER ANY
THEORY OF LIABILITY, EVEN IF ESRI HAS BEEN ADVISED
OF THE POSSIBILITY OF SUCH DAMAGES. ESRI'S TOTAL
CUMULATIVE LIABILITY HEREUNDER, FROM ALL CAUSES
OF ACTION OF ANY KIND,SHALL IN NO EVENT EXCEED THE
AMOUNT ACTUALLY PAID BY LICENSEE FOR THE PORTION
OF THE TRAINING UNDER THIS AGREEMENT. THESE
LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY
FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED
REMEDY
ARTICLE 9—UCC INAPPLICABILITY
Training provided under this Agreement will not be governed by
the Uniform Commercial Code (UCC) and will not be deemed
"goods"within the definition of the UCC
E207SFT Page 2 of 2 0312512e 11
eesrie
May 21,2013
Mr. Bob Ward
COUNTY OF MONROE
1200 TRUMAN AVE STE 211
KEY WEST,FL 33040
Dear Bob,
The Esri Small Municipal and County Government Enterprise License Agreement(ELA)is a three-year
agreement that will grant your organization access to Esri®term license software on an unlimited basis
including maintenance on all software offered through the ELA for the term of the agreement.The ELA
will be effective on the date executed and will require a firm,three-year commitment.
Based on Esri's work with several organizations similar to yours,we know there is significant potential to
apply geographic information system(GIS)technology in many operational and technical areas within
your organization.For this reason,we believe that your organization will greatly benefit from an
enterprise license agreement.
An ELA will provide your organization with numerous benefits including:
■ A lower cost per unit for licensed software
■ Substantially reduced administrative and procurement expenses
■ Maintenance on all Esri software deployed under this agreement
Complete flexibility to deploy software products when and where needed
The following business terms and conditions will apply:
■ All current departments,employees,and in-house contractors of the organization will be eligible
to use the software and services included in the ELA.
■ If your organization wishes to acquire and/or maintain any Esri software during the term of the
agreement that is not included in the ELA,it may do so separately at the Esri pricing that is
generally available for your organization for software and maintenance.
■ The organization will establish a single point of contact for orders and deliveries and will be
responsible for redistribution to eligible users.
■ The organization will establish a Tier I support center to field calls from internal users of Esri
software.The organization may designate individuals as specified in the ELA who may directly
contact Esri for Tier 2 technical support.
■ The organization will provide an annual report of installed Esri software to Esri.
364 Now York Street 90979328S3
RL,clands, in ei. m o cofm.
■ Esri software and updates that the organization is licensed to use will be automatically available
for downloading.
• The organization will act as an Esri reference site and will permit Esri to publicize its use of Esri
software and services.
• The fee and benefits offered in this ELA proposal are contingent upon your acceptance of Esri's
Small Municipal and County Government ELA terms and conditions.
■ Licenses are valid for the term of the ELA.
This program offer is valid for 90 days.To complete the agreement within this time frame,please contact
me within the next seven days to work through any questions or concerns you may have. To expedite
your acceptance of this ELA offer:
I. Sign and return the signature page of the ELA with a Purchase Order or issue a Purchase
Order that references this ELA Quotation and includes the following statement on the face of the
Purchase Order: "THIS PURCHASE ORDER IS GOVERNED BY THE TERMS AND
CONDITIONS OF THE ESRI SMALL MUNICIPAL AND COUNTY GOVERNMENT
ELA,AND ADDITIONAL TERMS AND CONDITIONS IN THIS PURCHASE ORDER
WILL NOT APPLY." Have it signed by an authorized representative of the organization.
2. On the first page of the ELA,identify the central point of contact/agreement administrator.The
agreement administrator is the party that will be the contact for management of the software,
administration issues,and general operations.Information should include name,title(if
applicable),address,phone number,and e-mail address.
3. In the purchase order,identify the"Ship to"and "Bill to"information for your organization.
4. Send the purchase order and agreement to the address,email or fax noted below:
Esri e-mail:service@esri.com
Attn:Customer Service SG-ELA fax documents to:909-307-3083
380 New York Street
Redlands,CA 923 73-8 100
I appreciate the opportunity to present you with this proposal,and 1 believe it will bring great benefits to
your organization.
Thank you very much for your consideration.
Best Regards,
Robyn Garrett
704-541-9810 *8640
rgarrett_.esri.com
Small Government ELA