Item I11BOARD OF COUNTY COMMISSIONERS
AGENDA ITEM SUMMARY
Meeting Date: August 15, 2012
Bulk Item: Yes X No
Division: Growth Management
Department:
Staff Contact Person/Phone #: Christine Hurley
(305) 289-2517
AGENDA ITEM WORDING: Ratification of License Agreement from 2007 with ESRI, Inc. for GIS
Software and approval of software maintenance Agreement for 2012-2013 and invoice in the amount
of $15,700.
ITEM BACKGROUND: ESRI, Inc. is a sole -source provider for maintenance of the County's GIS
software, and the County executed a licensing agreement with ESRI, Inc., in 2007 which was not
approved by the BOCC. Maintenance fees paid in the last six years have totaled $88,508.22, which
exceeds the purchasing authority of the Administrator.
PVJEII-OUS
r
CONTRACT/AGREEMENT CHANGES: n/a
STAFF RECOMMENDATIONS: Approval
TOTAL COST: $15, 700.00 INDIRECT COS BUDGETED: Yes x No
DIFFERENTIAL OF LOCAL PREFERENCE:
COST TO COUNTY: $15,700.00 SOURCE OF FUNDS: 148-50002-530460
REVENUE PRODUCING: Yes No AMOUNT PER MONTH Year $15,700.00
APPROVED BY: County Atty x OMB/Purchasing Risk Management
DOCUMENTATION: Included x Not Required
DISPOSITION: _ AGENDA ITEM #
Revised 7/09
MONROE COUNTY BOARD OF COUNTY COMMISSIONERS
CONTRACT SUMMARY
Contract with: ESRI, INC. Contract # 96313707
Effective Date: 10-23-2012
Expiration Date: 10-22-2013
Contract Purpose/Description:
Sole source provider for maintenance of the Coun s GIS software.
Contract Manager: Bryan Davisson 2533 GIS/Sto #11
(Name) (Ext.) (Department/Stop #)
for BOCC m on 08-15-12 A nda Deadline:
CONTRACT COSTS
Total Dollar Value of Contract: $ $15,700.00 Current Year Portion: $ 15,700.00
Budgeted? Yes® No ❑ Account Codes: 148-50002-530460- -
Grant: $
County Match: $
ADDITIONAL COSTS
Estimated Ongoing Costs: $15.700.00/yr For: GIS Software Maintenance
(Not included in dollar value above) (eg. maintenance, utilities, janitorial, salaries, etc.)
CONTRACT REVIEW
Changes Date Out
Date In Needed Reviewer
Division Director Yes❑ No[:]
Risk Managementl �� Yes❑ Nou,
O.M.B./Purchasing :ti ix Yes[] NoEr 0rP-Z(( L-4� 3
County Attorney I.301Z Yes❑ NoQ"_,�
Comments:
•
esrio SOFTWARE MAINTENANCE AGREEMENT
Esri, 380 New York St., Redlands, CA 92373-8100 USA • TEL 909-793-2863 • FAX 909-793-5953
Software Maintenance Agreement No. 2012M4542
This Software Maintenance Agreement ("Agreement") is between the licensee printed below ("Licensee") and Environmental Systems Research
Institute, Inc. ("Esri").
DEFINITIONS
"Software" means all or any portion of Esri's proprietary software technology accessed or downloaded from an Esri-authorized Web site or
delivered on any media in any format including backups, updates, service packs, patches, hot fixes, or permitted merged copies.
ARTICLE 1-TERM AND FEE
The initial tern of this Agreement will begin on receipt of order (renewal date) and will continue for twelve (I2) consecutive months at the fee(s)
noted in the Esri Quotation No. 25532887, Document Date 07/23/2012. Thereafter, Licensee may continue the service for annual maintenance and
update at the then current fee. Should Licensee decide to extend this Agreement, Licensee must issue a purchase order in advance of the renewal
date at the quoted price. Payment is due annually in advance. If Licensee wishes to reinstate lapsed maintenance, Licensee agrees to pay a
reinstatement fee as well as the maintenance fee. Licensee agrees to pay Esri invoices within thirty (30) days of receipt. To reinstate lapsed
maintenance, maintenance fees from the date maintenance lapsed, in addition to the current fees, must be paid. Maintenance fees are nonrefundable.
ARTICLE 2—SOFTWARE MAINTENANCE AND UPDATE SERVICE
As discussed further on the Esri Web site named below, Esri provides technical support in response to specific inquiries as well as software
maintenance by way of patches, updates, and upgrades as applicable. Maintenance is composed of technical support, updates, and other benefits.
Esri will support/maintain the Software for a period of twelve (I2) months, Software maintenance will apply only to unmodified Software and
commercially released updated versions of the Software. Software updates are provided only for standard hardware platforms and operating
systems supported by Esri as described in the Software documentation. Licensee is responsible for making or arranging for updates to interfaces for
nonstandard devices or custom applications.
Esri maintenance will be provided in compliance with the Esri U.S. Software Maintenance Program on the Esri Web site at http://www-.esri.coni
/legal/mdfs/us-sw-maintenance.pdf: Esri supports users with the installation and maintenance of Esri Software, assistance in solving problems
arising from the use of the Software, hardware interfacing of peripheral devices, and logging of enhancement requests and problems or issues
submitted by the user. Esri's Support Web site is found at http://support.esri.com/en/support.
Licensee may contact Technical Support at
E-mail: suppoririDesri.com
Support Center Login: http://suppori.esri.cont/
Fax:909-792-0960
Telephone: 888-377-4575, Extension 2
Chat: http://suaport.esri.corn/en/wcbform
Hours: 5:00 am. to 5:00 p.m. Pacific time (Monday through Friday, except Esri holidays)
Resultant order documents for maintenance must include the statement "This order is subject to the terms and conditions of Software Maintenance
Agreement G060 <insert Software Maintenance Agreement number>. All other terms and conditions are void."
ARTICLE 3—TERMINATION
This Agreement may be terminated by either party giving the other party thirty (30) days' notice of intent to terminate prior to the end of the term
identified in Article 1.
ARTICLE 4—LIMITATION OF LIABILITY AND REMEDIES
Esri will use commercially reasonable efforts to provide corrections or workaround solutions for any problem or issue reported and determined to
be in the Software or the documentation at no cost to Licensee for the term of this Agreement. While it is Esri's goal to provide an acceptable
resolution for incoming problems/issues and incidents, Esri cannot predict a resolution time and is unable to guarantee that all problems or issues
can be resolved or addressed.
EXCEPT FOR THE ABOVE EXPRESS LIMITED WARRANTY, ESRI DISCLAIMS ALL OTHER WARRANTIES OF ANY KIND, EITHER
EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR
A PARTICULAR PURPOSE, NONINTERFERENCE, SYSTEM INTEGRATION, AND NONINFRINGEMENT. ESRI DOES NOT WARRANT
THAT THE SOFTWARE OR DOCUMENTATION WILL MEET LICENSEE'S NEEDS, OR THAT LICENSEE'S OPERATION OF THE SAME
WILL BE UNINTERRUPTED OR ERROR FREE, OR THAT ALL-NONCONFORMITIES CAN OR WILL BE CORRECTED.
G060M Page 1 of 2 01/06/2011
2011M9342 12/01/2011
If Esri fails to fulfill its obligations under this Agreement, Licensee's sole and exclusive remedy is the right to terminate this Agreement
immediately for the affected Software.
IN NO EVENT SHALL ESRI BE LIABLE TO LICENSEE FOR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES;
LOST PROFITS; LOST SALES OR BUSINESS EXPENDITURES; INVESTMENTS; OR COMMITMENTS IN CONNECTION WITH ANY
BUSINESS, LOSS OF ANY GOODWILL, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES
ARISING OUT OF OR RELATED TO THIS AGREEMENT OR USE OF THE SOFTWARE OR DOCUMENTATION, HOWEVER CAUSED,
ON ANY THEORY OF LIABILITY, AND WHETHER OR NOT ESRI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
ARTICLE S—LICENSE
Maintenance and support are provided subject to the terms and conditions of General License Terms and Conditions/License Agreement and
Exhibit 1 Scope of Use, Agreement No. 2007MLA682, dated February 8, 2007, incorporated herein by reference. Licensee may only use the type
and number of copies of the Software, Data, Web Services, and Documentation for which the appropriate license fees have been paid to Esri and in
accordance with the General License Terms and Conditions/License Agreement, Exhibit 1 Scope of Use, and the licensed configuration on file with
Esri Customer Service.
Licensee may not assign the rights granted hereunder, or any of them, without the prior written consent of Esri.
ARTICLE 6—APPLICABLE LAWS
This Agreement is governed by and construed in accordance with the laws of the State of California without reference to conflict of laws principles
except that U.S. federal law shall govern in matters of intellectual property.
ARTICLE 7—ENTIRE AGREEMENT
This Agreement constitutes the sole and entire agreement of the parties as to the subject matter set forth herein and supersedes any previous
agreements, understandings, and arrangements between the parties relating to such subject matter. Any modification(s) or amendment(s) to this
Agreement must be in writing and signed by an authorized representative of each party.
The parties have agreed to these terms and have executed this Agreement on the date last signed below.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed and effective as of the last date written below.
ACCEPTED AND AGREED:
COUNTY OF MONROE, FLORIDA
(Licensee)
By:
Authorized Signature
Printed Name:
Title:
Date:
Contact: ..Iryan_D.ayis s on
Installation Address:
Growth Management Division
2798 Overseas Highway, Suite 400
City, State, ZIP: Marathon, FL 33050
Telephone: 305.289.2562
Fax: 305.289.2536
E-mail:
ENVIRONMENTAL SYSTEMS
RESEARCH INSTITUTE, INC.
(Esri)
By:
Authorized Signature
Printed Name: Krista Moreno
Title: Manager, Contracts and Legal Services
Date: July 30, 2012
Licensee Contact Information
MONROE COUNTY AM
NEY
APPRO AS TO 0 M
Date: — t
G060M Page 2 of 2 01/06/2011
201 IM9342 12/01/2011
Esri Inc
380 New York Street
Redlands CA 92373
SUBJECT: MAINTENANCE QUOTE
DATE: 07/23/2012
TO: Bryan Davisson
ORGANIZATION: COUNTY OF MONROE
GROWTH MANAGEMENT GIS
FAX #: 305-289-2536 PHONE #: 305-289-2533
FROM: Nicole Scott
FAX #: 909-307-3083 PHONE #: 888-3774575 Ext. 1232
EMAIL: nscott@esri.com
Number of pages transmitted QUOTATION #25532887
(including this cover sheet): 4 DOCUMENT DATE: 07/23/2012
Please find the attached quotation for your forthcoming software
maintenance term. Keeping your maintenance current entitles you to
exclusive benefits, and if you choose to discontinue your coverage, you will
become ineligible for these valuable benefits and services. All maintenance
fees from the date of discontinuation will be due and payable if you decide to
reactivate your coverage at a later date. For details regarding the
maintenance program benefits for your licensing, please visit
http://www.esri.com/maintenancebenefits.
Customers who have multiple copies of some Esri products may have the
option of supporting some of their licenses with secondary maintenance.
Please contact Customer Service to find out more about the availability of
secondary maintenance.
For information about Esri Desktop, Developer software, or Web services
terms of use, as well as purchase order terms and conditions, please visit
http://www.esri.com/legal/licensing/software-license.html.
Do you need training? You can get affordable Esri software training for your
entire organization with a subscription to Esri Virtual Campus. To find out
how, visit the campus: http://campus.esri.com/campus/catalog/subscriptions
For details about ECP discounts and waivers for non-profit users please visit
http://www.conservationgis.org/grant
If you have any questions or need additional information, please contact
Customer Service at 888-377-4575 Option 5.
��'
a 380 New York Street
�'
Redlands, CA 92373
Phone:888-377-45751232
Fax #: 909-307-3083
Date: 07/23/2012
Quotation Number: 25532887
:,OUNTY OF MONROE
3ROWTH MANAGEMENT GIS
2798 OVERSEAS HWY STE 400
MARATHON FL 33050
4n: Bryan Davisson
customer Number: 12646
-or questions regarding this document, please contact Customer Service at 888-377-4575.
Send Purchase Orders To:
Esri, Inc.
380 New York Street
Redlands, CA 92373-8100
Attn: Nicole Scott
Please include the following remittance address
on your Purchase Order:
Esri, Inc.
File #54630
Los Angeles, CA 90074-4630
tern Qty Material# Unit Price Extended Price
10 1 52384 3,000.00 3,000.00
ArcGIS for Desktop Advanced (formerly Arclnfo) Concurrent Use Primary Maintenance
Start Date: 10/23/2012
End Date: 10/22/2013
1010 2 52385 1,200.00 2,400.00
ArcGIS for Desktop Advanced (formerly Arclnfo) Concurrent Use Secondary Maintenance
Start Date: 10/23/2012
End Date: 10/22/2013
2010 1 87194 700.00 700.00
ArcGIS for Desktop Basic (formerly ArcView) Concurrent Use Primary Maintenance
Start Date: 10/23/2012
End Date: 10/22/2013
3010 1 87195 500.00 500.00
ArcGIS for Desktop Basic (formerly ArcView) Concurrent Use Secondary Maintenance
Start Date: 10/23/2012
End Date: 10/22/2013
1010 2 87192 400.00 800.00
ArcGIS for Desktop Basic (formerly ArcView) Single Use Primary Maintenance
Start Date: 10/23/2012
This quotation is valid for 90 days and is subject to your Esri License Agreement. The quotation information is proprietary and may not be copied
or released other than for the express purpose of system selection and purchase/license. This information may not be given to outside parties or
used for any other purpose without consent from Environmental Systems Research Institute, Inc. (Esri).
Any estimated sales and/or use tax has been calculated as of the date of this quotation and is merely provided as a convenience for your
organization's budgetary purposes. Esri reserves the right to adjust and collect sales and/or use tax at the actual date of invoicing. If your
organization is tax exempt or pays state taxes directly, then prior to invoicing, your organization must provide Esri with a copy of a current tax
exemption certificate issued by your state's taxing authority for the given jurisdiction.
Issued By: Nicole Scott Ext: 1232 Isconr I
To expedite your order, please reference your customer number and this quotation number on your purchase order.
380 New York Street
,P ® Redlands, CA 92373 Quotation
Phone: 888-377-45751232 Page 2
Fax #: 909-307-3083
,ate: 07/23/2012 Quotation Number: 25532887
tem Qty Material# Unit Price Extended Price
End Date: 10/22/2013
5010 11 87193 300.00 3,300.00
ArcGIS for Desktop Basic (formerly ArcView) Single Use Secondary Maintenance
Start Date: 10/23/2012
End Date: 10/22/2013
3010 1 109216 5,000.00 5,000.00
ArcGIS for Server Enterprise Standard Up to Four Cores Maintenance
Start Date: 10/23/2012
End Date: 10/22/2013
Subtotal 15,700.00
Estimated Tax 0.00
Total $ 15,700.00
DUNS/CEC: 06-313-4175 CAGE: OAMS3
A
Phone: (909)793-2853
Bill to:
Pro Forma
® Order
a Customer
Customer PO
P.O. Date
End User
Project
COUNTY OF MONROE
GROWTH MANAGEMENT GIS
2798 OVERSEAS HWY STE 400
MARATHON FL 33050
96313707 Document date 07/23/2012
2538032 Delivery
12646
PROFORMA
07/23/2012
12646 COUNTY OF MONROE
Pro Forma
Page : 1
Ship to:
Bryan Davisson
COUNTY OF MONROE
GROWTH MANAGEMENT GIS
2798 OVERSEAS HWY STE 400
MARATHON FL 33050
For questions regarding this document, please contact Customer Service at 888-377-4575.
Terms of payment: Net Due 30 days, no discount
This transaction is governed exclusively by the terms of the above -referenced contract, If any,
or Esrrs standard terms and conditions at www.esrl.corMegel.
Item Oty Material Number
Price
10 1 52384 3,000.00
ArcGIS for Desktop Advanced (formerly Arcinfo) Concurrent Use Primary Maintenance
Start Date: 10/23/2012
End Date: 10/22/2013
1010 2 52385 2.400.00
ArcGIS for Desktop Advanced (formerly Arcinfo) Concurrent Use Secondary
Maintenance
Start Date: 10123/2012
End Date: 10/22/2013
2010 1 87194 700.00
ArcGIS for Desktop Basic (formerly ArCVieW) Concurrent Use Primary Maintenance
Start Date: 10/23/2012
End Date: 10/22/2013
3010 1 87195 500.00
ArcGiS for Desktop Basic (formerly Arcvew) Concurrent Use Secondary Maintenance
Start Date: 10/23/2012
End Date: 10/22/2013
4010 2 87192 800.00
ArcGlS for Desktop Basic (formerly ArcVieW) Single Use Primary Maintenance
Start Date: 10/23/2012
End Date: 10/22/2013
5010 11 87193 3,300.00
ArcGIS for Desktop Basic (formerly ArcView) Single Use Secondary Maintenance
Start Date: 10/23/2012
Pro Forma
96313707
Document date 07/23/2012
Order
2538032
Delivery
m
Customer
12646
xt ' r i
Customer PO
PROFORMA
P.O. Date
07/23/2012
Enid User
12646
COUNTY OF MONROE
Project
Phone: (909)793-2853
PI'® Forma
Page: 2
Item Oty Material Number Price
End Date: 10/22/2013
6010 1 109216 5,000.00
ArcGIS for Server Enterprise Standard Up to Four Cores Maintenance
Start Date: 10/23/2012
End Date: 10/22/2013
Items total 15,700.00
Subtotal 15,700.00
Total: $ 15,700.00
FEIN: 95-2775732
DUNS/CEC:06-313-4175 CAGE:OAMS3
Please detach lower portion and return with remittance
Remit Payment to: Environmental Systems Research Institute, Inc.
upesn
® By Check Electronic Instructions:
File 54830 Bank: Bank of America
Los Angeles, CA 90074-4630 Wire ABA: 026009593 Acct# 1496150335
ACH ABA: 121000358 Accl# 1496150335
Pro Forma: 96313707 Document Date: 07/23/2012
COUNTY OF MONROE Order. 2538032
GROWTH MANAGEMENT GIS 2795 OVERSEAS HWY STE 400 payer 12646 Total: $ 15,700.00
MARATHON FL 33050
Payment Amt: $
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401M GXNSRAL LICENSE TERMS AND CONDITIONS
(E20010M)
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ARTICLE I—DEFng7WM
D"". wdo -s—lu terms used are defined as &Hews:
L "Beta" canoe any alpha, beta, or psterelease Software, Date, Documetrodon, or Web Saevices.
b. � notlindied�, awns any Win! any ESRI or third parry dam vendor(s) digital data sets)
a 'Doaim ° r, oa" --ears dl of ft Pzb ted inchtdiogbat tat lim• or acd tq helpHies, user
rod to 61 attributes.
, kkd t
nefinRaoe documemdo% tmihting doemnanutias; or ftdu sl b&nmdm and brbfmgs.
d. "SoRt ue" mancs the Umd Copy of all or =y Powdnu of BSRPs proprietary soRwam technology, co gow
soRwme code. Host Hbtada (DLLs), underlying orymb sties, object model, and programs
MbVred on any media, inchtdtog MY tehsae provided in somce, object, or executable code f mvgs), isncbuive of
b . upd ta4 service pads6 patches, hot fixes, sample code, sample :ample extension, or merged
Copies perafted hereunder.
e. "Web Sarvloee" means eoflware services or third peaty dam comma tbat pertbrm GLS 4medoMs tasks, or dtta
serviose and we accessed over the l uw=t,
ARTICLE 2—INMLECMAL MOPMY RIGHTS AND RESERVATION OF OWNERMP
The Software, Daft, Web Services, end DocumcnWoo ate licensed and not sold. ESE and its Licausen own the SoBDKK were,
Web
Servicca, and anuveatio"' Dock wbich ere protaotad by United States laws and applicable intenmtimd laws,
. Cleanses >nun �� or PmP�y elusive of trade secret. From the date of
me. �� d�utb or protect the Software, Data, Web Seevice all and Documuuratioa teem
4 pwbHcation. BSRI and its Licensors reserve all
not pod A gracted
o8cer3eBSin ddl Licesse Agreasaw FM or its Wall" data ottbe Web Servioea is also tea) reserve the right to improve a&ad/a Malm baagp m its
software, datasets, or infornmon at gay time.
AIMCLE 3--GRANT OF LICENSE
3J GnM of Lk=@@. $ts wt to the ten"'of this I.ieeose A
noofonshirable licause to 0e E3RI g�a to L icassea a peraoml, noaexciusive,
a. Lire the type and number ofeoples of else Software, Date, and Doauagagadon and access Web Services (t) for whfcls
the Gave been paid to BSR1, (it) for Licensee's own intenml use only, and (in) in accordance
witb Exhibit 1 and the HcMwd 00068undon on fibs a au*mized by ESRL
b. Access and are aqy secure EM Web site resources muds avWlable Lo Lio=ee for Licensee's internal use only, provided that Licensee thews EWA teem» of are policy specified tbemin. Ali password or Coaemlled sous
Provided by ESRI 811011 bs treated as BSRI conildemial bsbtmsUM
3.2 Bala Lieemse—Licum may be accepted into a darner Hera Tatlog Progtata Licensee
soeas m. Hem ibr die limited pnipose of testing Bata is teeoNamee with the Beta '� Provided of, or
Beta faWM ooasfidenW' and proprietary to ESRI and contains made sectt:s, WcbWvs of �ubhshshed specMcaaom. Licensee
Lo realm all Bets in oanfideaft Except br a'*bUe Bea Testing program, Licensee shall maintain MMft of Leming,
Pie eisoa,"'any other quality issues wed is cosdideniuk and agora not to disckw same to any
third psrty. Bea is subject to chin Prior to itt ccmmwcW t lew and may never be commetsitHy released. Lice
scbcweW diat L L � ft ma net � to � iWl use sad aca� s11 rcsponssbility for use of the same and any
efihcdveoess, bug testy lade suggestio"' or test M regarding performstrce, usability or
retains tide to such ooanuaata s or other fcedbadt (collectively, "Feedback') to ME with respect to Bea. ESRI
FeedbacL A Baia Testing Program me have us% disclose, � 'lip°°' and otherwise cormrseicialize say
Y r�iramema. See a dacdpdoo at http://www.csrLean✓$Dfwa d
Page 1 of 6
1620010/06
M Bvdndon Limm—ESRI may Svm time to tiros oft a liadted term license(m) ibr Software, Data, Web Services, or
Documentation ft Uceasee"s evehman, only.
SA Cemmihat AeoM-4100nm may provide awes to the SoRwate, Data, Web Services, or Dowmeumnion to my
coamltsmt or aont:a", off Waosom provided that the connium or conawa is wing the Software. Dan, Web Services, or
Doc o ntuftion mtchtsively tar the betroth of I.iceasae. Licensee shall ba responsible for compliance by consultants or
comecmta Witt flee Drams and CO Midoae of this Litxme Agrewmat. I.ioenaee shall require consultant or contractor to
Amotsimte ass of; and access to, Software. Data, Web Services, and Docuamntauon upon completion of worst for Licensee.
ARTICLE 4— SCOPB OF UM
iu p i rsd-,I-um
Li met may unroll and store copies of Saftwass, Dan, and Docmmon ation onto cke mm stomps devica(s).
) copy of the 30tiwarn, Dan, and DowmeMaon for archival purposes, Licensee may make
wy rush; the SoBwam ming aoy (i) macro or scripdag (61 pubHabed application pmgratnuting
iooer>lsoe (API), or (fil) aorta or cNem code libraries, but only to the attattt that such ettuomimtion is described in the
Doammneadom,
Li mes my use, copy. or propoto derivative work of the Doeunreafation supplied in digital fonnat and tharafter
aft and mfttdbtroa the c�oiud _ only for Licemae's own intarml uses The portion(s)
anWW in dWW 6 'MuVd with other sottwilm and printed or digital documentation shall
ea'I ue to be subject to the terms and conditions of Na Licome Agreement and shall provide the Wowing copyright
smdbutlon rwdas aclmowledgtng the propfiemry rights Of ESRI and its lieemor(s) in the Documentation supplied in
ftW form= 7ardoms of this docomm include inadjectjel paoperty of ESRI and ita licemor(s) and are used herein
u� Copyd*0 (lmun dieacaW c*PP�{ghtdaea(s)JF+wrt the source nawrWs) ESRI and its Ncensor(s). All
4.2 Uses Not Permitted
a. Pascept a provided haeim, Lioama shell net 84 rent, htase, sublieame, lend, sasisq Or lure the SoftwoM Data,
Web Services, or Doatmanstdom. Lieemea shall not act as Is service bureau or commercial Application Service Provider
(ASP) that allows third party ==a die the Softwae, Dam, Web Sanm=. and Doctrenmtion. A commercial ASP to am
a Licensee wbo uses Software, Data, Web Services, at Documentation fbt a site or service, and operates the site or tba
sa w= bf a pta t, of smpatns revemm by charging far aooess to the site or service.
b. I,icemee not tsdboribtus the SOftw tat to ftd patties, in wbole Orin part. iacludimg, but not limited to, exsemions,
coaopoeroma, or DLLs whhont the pdor written approval of ESRI as set lath in a, appropriate tediesn' m don I==
ovmwAu
m Licence shall not reverse ergtooa, decompih, or diauumbls the Softwam DSM Web Services, or Doaunantedon,
exoapt to the extent that such activity is eaps+eady pad by applicable law notwithstanding this restriction.
d. Except o tt-�s•&a� extant dial WHO" law prohibit this resmcdon, Licensee shall not make any attempt to cmmtvan the
�^f'�• s) OW c6otroh saxsa to, Or use Of. the Software, Dam. Web Services, and Doctunentanoa.
e. Lioeaaee 611011 not redbWAnsta the Software registration numbedlicame a dwrindon file(s). developer license file(s), or
Web Services access codes.
f. Lioema shag notaae the Software or Web Services to u mhr or cache any any material where such traosibr m
emblop is pmh&W by intelle oral pmpaty hews or any other applicable laws.
f6 Lioemee andl notreasove or obscure any E.SRI or is lioeatm(8) pate copyright, tradentadc, Or proprietary rights
notices contained in of affixed to &a Software, Data. Web Services, or Docom m aticn.
b. Licensee shall not umbtmdle individual or componamt parts of the Software or Dais for independent use.
ARTICLE 5 —TRRM AND TERMWATION
The license is Oft%* a upon acceptance of this Uceme Agreentant and shall continue until V) Stroh time that Licensee elem
In writing to diseem tine use of the Softwam. Data, Web Services, or Dotarmeatation and terminates the license;
(H) exphadoa of a te>m Hoema or or (iii) either part, tenmdrtates the Hume taf a no a, breach that is not
aced within mn (10) days of acmes unties to the other party. except that termination is immediate for a material breach of a
naaue that it is impossible to curs. Upon termination of a Heenes, Lioemee shall (t) Case aceeae and use of Web Services and
claw Web Services client4ide dam cache at (if) tmnmWL rsaxw% and destroy all Software, Dan, and Documentation, and
Page 2 of 6 E200 1 N06
MY whole OrPOW Copies. atodiii=dOW or merged portions in any form and execute and deliver evidence of such actions
to BSRL
ARTICLZ fi—LDG73ID WARRANTMS AND DISCLADVAS
6.1 Llmlted Wan wdw —For a pa dod of ninety (90) days five an date of no* of Software suthort don of keyoode
610(sDoet)�m sod (ti � motile *0 (Q the unmodified Software will substantially contbrm to ate published
upon which the Software, Data, and Documentation is provided will be free from defects is
mabeeials and world under normal use and sesvice.
64 Data and Web Sarylosm D6datmer—Itincluded tinder this Licame Agreement, the Dw and Web Services have been
obtsioed ftom names believed to be tdidge, but the aeaurscy and completeness, of the Days and Web Services are not
gunafted. The Dam and Web Services is my contain soma nouconforntides, defects, errors, of omissions. ESRI AND ITS
UCNfSOR(S) MAKE NO WARRANTY WITEI RESPECT TO THE DATA AND WEB SERVICES AND ARE
PROVIDED OAS 18." Without limidmg the genarality of the preceding sentence. ESRI and its licensor(s) do not warrant that
the Data and Web Services will meet Liamsee's steeds or expect, that the use of the Data sad Web Services will be
unfimmoted, or that all nonconfammities can or will be corrected. EMU and its licemor(s) are not inviting reliance out this
Dam or Web SetWcoh and Licamsee should always vet* actual Data or Web Saviaa.
63 Faullt Tolaramee Dbd dmer
a. The SCRmse, Data, Web Servieaa, and Docmmmtatioa are not heft -tolerant and are net designed, manufacaued, or
ru Intended fir e or resale fat use in' _ underwriting or with critical health and safety or online control cgwpnmt
in hmsdons envirorsmmks that regLdn Jbil-sah perfbrnuoce, such as In the operation of wAdw facilities, aimuft
navigBiem, or oommtmfcation syetenss, air traffic connol, real-time emergency tesponse, real-time terrorism prevention
or 11090101e,116 mPPO. car WOMPOm systems ("Fault•Laolmaat Activities" ). ESRI SPECIFICALLY DISCLAIMS ANY
EXPRESS OR IMPLIED WARRANTY OF FITNESS FOR USE IN FAULT -INTOLERANT ACT1viT1ES.
b. To the mum permitted by law, License* agrees to indemnify, de@nd, and hold ESRI, its officers, directors, employees,
ageoR, mboonNUMM licensors, sbccessors, and anips hwoolese tiom and agtdmst my and all liability, losses, dainty,
� (��g Sys' _ ). demands, or damages of my kind, including direct, indirect, special, punafve,
inoidemA at con"ve trial damages, addag out of or in any way connected with Uevosee's use or pesmittiag the use by
od ms of the Softwr^ Web Swvioes, and Data for Fault-Intokttmt Actividea. Delivery of the Software, Web Services,
and Dam does not constitute a waiver of the rights end obligattans set forth in this Article.
6A Special I.B CODE. SAMPLE APPLICATION, SAMPLE EXTENSION, HOT FIXES,
EVALUATION SOFTWARE, AND BETA ARE DELIVERED "AS IS" WITHOUT WARRANTY OF ANY KIND.
LICENSEE ASSUMES ALL RISK AS TO THE QUALTTY AND PERFORMANCE OF THE SAMPLE CODE; SAMPLE
APPLICATION, SAMPLE EXTENSION, HOT FIXES, EVALUATION SOFTWARE, AND BETA.
fiJ Internet Dbddmar--BOTH PARTIES EXPRESSLY ACKNOWLEDGE AND AGREE THAT THE M'ERNET IS A
NETWORK OF PRIVATE AND PUBLIC NETWORKS, AND THAT (1) THE INTERNET IS NOT A SECURE
INFRASTRUG"IUM (2) NEITHER PARTY HAS CONTROL OVER THE INTERNET, AND (3) NEITHER PARTY IS
LIABLE FOR DAMAGES UNDER ANY THEORY OF LAW RELATED TO THE DISCONTINUANCE OF
OPERATION OF ANY PORTION OF THE RMMNSI OR POSSIBLE REGULATION OF THE INTERNET THAT
MIGHT RESTRICT OR PROHIBIT THE OPERATION OF THE WEB SERVICE.
6.6 Gemenl FOR THE ABOVE EJPRBSS IZAITED WARRANTIES, ESRI DISCLAIMS ALL
OT Hn WARRAMM OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO,
THE IMPLIED WARRANTIES OF MERCHANTABILITY. FITNESS FOR A PARTICULAR PURPOSE.
N SYSTEM DnIMATION, AND NONINFRMGEMENT. ESRI DOES NOT WARRANT THAT
THE SOFTWARE, DATA, WEB SERVICES, OR DOCUMENTATION WILL MEET LICENSEE'S NEEDS, OR THAT
LICENSEE'S OPERATION OF THE SAME WILL BE UNINTERRUPTED OR ERROR FREE. OR THAT ALL
NONCONFORMIITES CAN OR WILL BE CORREC'IND.
6,7 Zzftdve>Remedy—41COmee'e Gulnsive remedy and. ESRI'a entire liability fbr breacb of the limited warranties set forth
in this Attleb 6 shaII be lindled, at ESRI's sole discretion, to (i) nplaeement of any defective media; (fi) repair, coreedM or
a wort -wound fbr the Software subject to the ESRI Support Se vices Policy; or (iii) return of the license far paid by
Licamee for the Software or Documentation that does cot meet ESRI's Limited Warranty, provide( that Liceosce uniasWls,
Page 3 Off E200 10;06
sad destroys all ccpin of the Softwas s or Documentation and executes and delivers evidence of such actions to
ESRL
ARTICLR 7—LIINDTATION OF LIABnXrY
7.1 Bleddow of Catda Typo of LiabWty—ESRI AND ITS LICENSORS) SHALL NOT BE LIABLE TO LICENSEE
FOR COSTS OF PROCURENIENT OF SUBSTMITE GODS OR SERVICES; LAST PROFITS; LAST SALES OR
BUSINESS F.7iFF1VDITURffi; emisTM> ism cOmMi'lydwm IN CONNECTION WITH ANY BUSINESS; LOSS
OF ANY GOODWILL, OR FOR ANY INDIRECT. SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES
ARISING OUT OF OR RELATED TO THM LICENSE AGREEMENT OR USE OF THE SOFTWARE, DATA. WEB
SERVICES, OR DOCiJl13NTATLOK HOWEVER CAUSER, ON ANY THEORY OF LIABILITY, AND WHETHER OR
NOT ESRI OR ITS L.ICBNSOR(S) HAS BEEN ADVISED OF THE POSSMMITY OF SUCH DAMAGE. THESE
LIMITATIONS SHALL. APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED
REMEDY.
72 Geaeual Lindtatfon of Lh bWtty--EXCEPT AS PROVIDED IN ARTICLE 8—INFRINOEMENT INDEMNITY,
ESR1-3 TOTAL CUMULATIVB LIABILITY HEREUNDER, FROM ALL CAUSES OF ACTION OF ANY KIND,
INc1ADM0, BUT NOT LWTED TO, CONTRACT, TORT (INCLUDING NEGLIGENCE STRICT LIABILITY,
BREACH OF WARRANTY, IrIISREPRESENTATION, OR OTHERWISE.. SHALL NOT EXCEED THE AMOUNTS
PAID TO EM BY LICENSEE FOR SOFTWARE, DATA, WEB SERVICES, OR DOCUMEM'A71ON PURSUANT TO
THIS LICENSE AGR8»VT.
7,3 Amy of Ddeddmass and Wmihtlooa--Licensee epees that tie lindmdonsof liability and disclaimers set fonh
in this Lieerm Agreement will apply regaedieas of whedw Licensee has accgmd the Software, Dah. Web Services, or
Documeaosdon as mW other product or service delivered by ESRI. The parties agree do ESRI has set its prices and entered
Ito d& Lica se Agreement in reliance upon the disclaimers and limitations set firth hereindw the same reflect an
allootdion of risk between the patios (ig the risk that a coact remedy may fail of its essential purpose and cause
caasogaaathl bash and that the soma foam an essential basis of the bargain between the parties.
ARTICLE S— NFBIIt10EhM" MDB1YIIGl Y
Ll ESRt shall ddfbndr imdamnjr, and bold bamless Licensee from and against any loss, liability, cost, or mgmae, including
mmubb Womeys' ties, which my be istcmvd by Licensee gpmg any claims, actions, or demands by a third party
wing that the Software, Doh. or Docum mudlon inkince a U.S. patents, copyright. or trademark provided
A. Lloemee promptly notidlea ESRI fen writing of tha claim thereof;
b. ESRL has sole control of tlx dda of any action and negotiation ralwad to the defense or setrlemem of any
claim; and
a Liccom cooperates f * in the defuse of the claim
U If ESR1 behave that the SoftwoM Dan, or Documentation ntation is or will become the subject of an lofidngernem claim, or in
the eveatt that use of the Softwrae, Dass, or Docutrremadon is c4aioed, ESRI. at its own aTassm. may either (i) abaft the
right for I.icemea to condmre u d* do Software, Date or DocusosMdOu or (ii) Waft the Software, Data, or
Docommeadon to mails it mnainfifogi19 while msinfandng subslantiaily similar software functionality or daWinfmrmoond
cam. If neither of such also mttivas is oeamally reasonable, the inftimgimg items" be returmed to ESRI, the license
dball eermioav sad F.SRrs sole tiabitity d M be to Wdemoify License I 'to Article 8.1 and reAW license fees paid
by Licensee ptrorated on a live (5) year, atraiglu lima depreciation basis beginning fiom the initial data of delivery.
83 EMU shall have no obligation baeunder to defend Licensee or to pay any resulting costs, or reasonable
attotaeys' ties for or with respect to any claims. actions, or demmada alleging (i) inhingemaat that arises by reason of
combioWon of hems, however ac pthA with any items not supplied by ESRI; (it) tafitngernent to tie extent
Ilmn material altentiost of the Software, Data, or Documentation by anyone other than ESRI, its agents, or its
coatramorK (Hi) the dttact or oonnrbumcy Mkingaaaa of any FOCCIS Patm by Licensee through the use of the Software,
Deli. or Daum other Ian a process patent that is necessarily bdHa ed by the internal processes executed within the
Soflwrase or Data itself when the Saflware or Deft is executed for its intended purpose; (iv) continued allegedly tafringing
activity by Lieamea after it has been notified of the possible inftingemeat; or (v) continued allegedly initingM activity by
Licensee to the extent it arises Flom White of Licemee to use the updated at modified Software. Data. or Documentation
provided by ESRL fbr avoiding Wkingemem.
Pager 4 of 6 E200 10I06
TIM FOREOORM STATES 7M ENrMZ OBLIGATION OF BSRI WITH RESPECT TO INFRINGEMENT OR
ALLEGATION OF D44MOEUMC OF DaILLSMAL PROPERTY RIGHTS OF ANY THIRD PARTY.
ARTICLE 9-,GSNZRAL PROVISIONS
91 Flatrre Orders--A119oRwene. Data, Web Services, Docuatet%� orders placed within one (1) year of
tide License Aarmemen's creation data shall be licensed under the terms ofiErmense Agreement, new
Software, Den, Web Services. and Documentation commercially � during that year dire rtional
IM
Ordemplawd andSoftwore.Dalao Web Services, and Documeatadonor updates provided aftertbat ume AM teovemod
by the thawcurmotOmmaLLimpe Teems and Conditions and Exhibit 1, the teems of which will be indicated on ESRI'a
Web sitiUP
-Indifieda $nose, or ioeluded with the deliverable Software, Date. Web Services, or Documentation.
93 Zzpon Control ne -Licensee expressly aclmoaledges and agrees that Licensee shell not export; reexport, or
provide do SoftwvM Dom, Web Sarvioss, or DocumenMo% in whole or in part, to (1) any country to which the United
Stites has mbmrgoed goods; (ii) any parson on the U.S. Treasury Depart meWs, list of Specially Designated Nationals;
(iii) say parson or entity on the U.S. Commerce Des Table of Deoial Orders; or (iv) any person or entity where such
export, reexport, or prwAsIon violsta any U.S. export control laws or regulations including amendments and supplemental
addidom sa dhey may occur from time to time. Liamee A41 not export the Software. Date, Web Services, anNor
Doestmentadoo or any underlying Infixtuation or technology to atgr ficliky in violation of then or other applicable laws and
regulations indodbut but not limited to. the terns of any export license or He maing provision. Licensee represents and
wetsrob that it of is employees, cottsultasta, or eassomants. who gain access to the Software, Date, Web SeMces, or
Docu mmentadon are not a national. rrsid@4 located in or under the control of, or soft on behalf of any person, entity, or
country subject to sob US. export controls.
9.3 Tessa and Flap, ShWag Charges- 4Amse fees gaoled to Licensee are exclusive of say and all taxes or fees
including, butaot limited to, sales tax, use tax, -added tax (VAT}, customs, duties, or tarA6 and shipping and handling
clunpa.
9A No Implied waivers --The Were of either parry to enforce any provision of this License Agmrraat sha11 not be
deemed a waiver of the provision or of** right of such party thereafter to enforce teat or any other provision.
9.5 SeverabMly--The pastiss suntudiy agme that if any pmvW= of this Licenn Agreement is held to be unenforceable for
any mun4 such ptovision"be meforated only to do extemn necessary to make the intent of the language enforceable.
9A C.oaoterparla--Thie Lieeoae Agreement may be executed in counterparts, all of which, taken togdher, shell be deemed
one (1) original document.
917 Smw w and Lloeoeee shill tat assign, sublicenseor ttander Licensee's rights or delegate its obligations
render this Lioems Agreement without ESRPs prior written consent, and any amempt to do so without consent shall be void.
'Ibis Lituemo ASmommt shall be Mating upost the respective suceusots and assigns of the perdu to this License Agreement.
Notait>hatindbe a OwermuM contractor do has acquired Soilaare. Den, Web Service:, or Documentation under contract
to the Government may assign to right wder this Licesse Agreement to Its Government custe;= upon written notice to
ESIU provided tha Government cnstoan asmatothe Derma of this License Agreement.
9.8 SnrOvd of Tome. -The p wild m of Articles 2. S, 6. 7, 8, and 9 of this Lice= Agreement shall survive the expiration
or hmdmadon of this License Agmemem
9.9 Bgdtable Seller -Licensee sames that any breach of this LiM Alp eaePon t by Ucamx may cause irmparabie damage
and that; in the event of such braclt, In addition to soy and all remadiea at law, ESRI shall have the right to seek an
IsjuaMiom, specific parfbnnance, or other equitable reliefin say court of competent jurisdiction without the mquimment of
posting a bend or undertaking or proving injury as a condition for relief.
9.10 Govan wO Lleenaee--The Softwam. Doti. Web Services, and Documentation are commercial computer software,
eotnmet I ial data, commmacial couter software docu mentatim and commercial Web Services. This License Agreement
conWm ESRI'a eommeecW lice= teams and conditions for such items. The commercial license rights in this License
Agreement strictly govern Liomsee's Grm reproduction, or ftdonn of the Software, Dsta, Web Services, and
Dooitmentatim No other lioeme tunas or conduits shell apply unless expressly agreed in writing by ESRI and Licensee.
ESRI Software source code is unpublished and all tights to the Software. Date, Web Services, and Documentation are
Page 5 of 6 E20010105
reserved tinder copyrJgi>< Uwe of the Unload States. In the event any cow% arbitrator, or board bolds that the Lice = has
gresoer d ma to any portion, of the SoRware. Data. Web Services. or Doarmt>t ition under applicable public procoreauor
law. suchrigors shW mdead only to the pordoas ailfected, and use, duplication, or disclosure by tie Licensm is subject to
to edan as provided in FAR 52.227-19 (lame 19M FAR 52.227.14 (ALT Ill) (lug 1987). DFARS 252.227-7015 (NOV
1995), or NFS 1852.227-86 (December 1987), or rho WA state, or foreign equivalent, as applicable.
9.11 GovemmMS Law, Ar'bitratlott
a. Lkeutrea in the lArlard Soon ofAmerloa, Its rerrftorin, and Outlying Areas --'[ins License Agreement shall be
governed by and consuaed in aeeordanoe with the laws of the Star of California without refffance to conflict of laws
prhtcoss. Bxcept as provided in Article 9.9. any dispute arising out of or relating to this Licensa Agmeniam, or the
brew 01 1 1 A which carmot be setdod tbrongb negotiation, shall be finally settled by arbitration administered by the
American Aibi mdm Amermisdom under its ComaomcW Arbitration Rules. Judgment an the award rendered by tie
etbitas- maybe loosed Ina court ofoompet ad jusisdictiom If Llomsee is a U.S. Government agency, this License
Agreenum is snbjea to the Contract Disputes Act of 1979. of amended (41 U.S.C. 601-613), in lien of the Arbitration
provisions ofihis
b. All Orker as provided in Article 9.9. any dispute adsing out of, or rely ft to, this license Agreement
or the breach tha=C which cannot be settled tbroag6 ngpdadm shall be tinily settled under tie Rules of Arbitration
of the hamadond of Commerce by one (1) arbitrator appointed in accordance with said Rules. The language
ofthe arbitration shall be in English The place of the arliftration shell be at a nrjually agreed location. This License
Agoomat shall not be govamed by the Ue ted Nations Convention on, Contracts for the International Sale of Goods, the
application of which is expressly excluded. Hither patty sbalk at the request of due othet; make available documents or
witimism talovaot to the mWor sapeed of the dispose.
Page 6 of 6 E20010106
F.%M1T 1
400M SCOPz On USE
(E3001/07)
tlttRn, ee0 tun. Yak 8t. ftawms. CA O2PM100 USA • TEL Oe 70e re6a • FAX 000A90 8413
The scope of tree for each ESR1 Software identified below is described in the applicable footootea listed in parentheses.
DWktop GIB
• ArcRadez 0 and 20)
• ArcVbw (cutter 1. 2. at 6 and 17)
• ArvEditor (caber 1 or 2. 17, and 26)
• Ardotb (2, 17. and 26)
• AtcWS Deeklop F.xsaadana (7)
• ArcView Sat and Extensions 0. 7. and 17)
Seeva GIB
• AroW Sarver and Extensions
— Wodgpo tp (either 3, S, or 6 end 7, 8, 9, 28, 29,
30, 32, 38, 39, rod 40)
— Enterprise (3.4. S, or 6 and 7, 8.9. 27, 31, 38,
39, and 40)
— ArcGIS For AutoCAD (1 and 20)
• ACM
— ArclMS and F,xtendons (eWw 3, 4, S, or 6 and
1.8,10, and 31)
— Are1MS ArcMep Saver (either 3.4. S. or 6
and 31)
• Tiacldog Server (3 and 31)
• ArcG[S Image Saves and (ddw 4 or 5
and 7, 8.31, 41, and 42)
• RouseMep IMS (eidtcr 3, 4, or 3 and 8,15, and 31)
Mobile GIB
• ArcPad (1,12,and 13)
• Ar2ad Application Builder (1)
• At+ = Mobile ADP cation Deployments
(1,13, and 16)
Dav toperGib
• ESR1 Developer Network (EDN) Software, Web
Se AN@, and DAN (6.7. A 23. 33, 34, 35. and 36)
• ArcG1S Engine Randm a (1. 15, end 22)
-gym
• MepObJedt—Whsdowe Edition (1, 14,15.16,
and 18)
• lava Edition (I. S, 8. is. is, and 19)
• MepOil M LT (1,14, and 16)
• NetEngine (1, S, and IS)
• NetEogine Internet (S)
GIS Vlewsm
• AmExpbner—Java and Windows Editions
(1 and 20)
• AtcO1S Explorer 0 and 20)
Bud GM
• ArcGIS Business Analyst (either 1 or 2)
• AreView Businm Analyst (1)
• ArcLogisacs Route (either 1 or 2 and 11)
• (1)
Cartographle Production
• Meplex (1)
• Military Overlay Editor (1)
• Production Line Tool Set (PLTS) fhr ArcM CIS
Date ReYrewer, Job Tracking for ArcGIS (JT X)
(either 1 Or 2)
Web Services
• ArcGIS Services (6.25.33.34. and 35)
• ArcWeb Services (6.16.25, and 36)
Data
• ESRI Map Data (either 1 or S and 23 and 37)
• Demographic Data (either 1 or 5)
Commnnitylnfo
Rota Madestplace
Consumer EXperditore
• Community Tapestry Data
— For Appending to Castorner Records (6 and 21)
— For Aran Profiles (either 1 or 2 and 21)
• Comtmtaity Coder (6 and 21)
• Sowceboat dr re. lea (1)
• Portfolio Product Suite (1)
• Globe in a Box (4, S. and 23)
"Ste gle Use I Waase." Licensee may pesmit a single whotixed and user to install and use the Software, Data, and
Doc�n ona _ _ oomptmn fisrnee by that end user on the computer on which the Software is installed. Renxote
accen Is not veninimed Licensee ray permit the single awboriaed end user to make a second copy for end user's
exclusive an an a poteeble computer so long as only one (1) copy of the Software. Data, and Documentation is in use at
any Otte time.
"Conwnent Use Licaaee " Liceaees may install and am the Software, Dam. and Documentation on computer(s) on a
not 14 but the number of simultaneous users may not armed the number of licenses acquired.
"Development Saver License." Licensee may Install and uss the Software on a single computer to design and build
that tntaribce with crud' server SoRwue as daergnd in the on.
Page 1 of 4 93001/07
4. 'Saging Sarver License." In addidon to tits Development Server License Rights, Licensee try use and install the
Softwamfwtahgo*iogpurposmowaccepm=mWm& pufmoance tuft load mating of other thir&party
soft wem, staging sew commercial damusidaus nod activities.
3. "Deployment Sarver License.' Ice addition to the Staging Server License Rights, Licensee way install and use the
Software or Data to provide services to multiple tsar on the same or other coreputer(s).
6. "Teem License." Licensce may use the subtalption(s). Software. Web Services, and Data for a limited mare period or
wMi Licensee bee available credits or transactions to uss the su>uaipdoo(s), Software, Web Services, and Data ae
described in the Doarmmugom When tine license tem sttbseriptim credits, or uns actions sxpire, Licensee must
either atop oft the web Software, Web Services, and Data. or resew or extend the license upon payment of
appucabb am
7. Etmmdons to SoRarate progto m Maw the same scope ofase as that granted fbr the correspondin8 Software programs.
8. The administradw took fm ie Softwae may be copied and redistributed throughout Licensee's organization.
9. User -developed A=GIS Senrot administration took may be copied daougbout Licensee's organization, but des
A=Catalog q9ticiuln (found in AxcMS Desktop) may not be copied
10. The AwJMS license fodades the right to deploy MapMecm--Windows Edition applications on the Internet or innn=.
Uoeases shall not develop clieWsaver solutions with the ArcDO Java Archive (JAR) files without a license for the
M jeaorr—Java EdfBen Developer Rite
11. ESRI and its Hoessas(s) grant Licaus a nonexclusive, notmansfaable, limited license to use. copy, and prepare
derivative wort by
a. Trandtdng "ahouts mid" (haainafEer'Dictionary') floom the original text in the English language; and
b. Edtdag Tale Adaa (TA) Dam included within ArcLopstm Rout.
The license grant Is coadltiotred as follows:
a. The derivative works sm for Licuum's !sternal use only;
b. ESRI sod its licensor(s) retain all exclusive right, title, and interest in and to benefits from the derivative works;
and
c. Licensee expressly waives and relinquishes any and all ownership including, but not limited to. copyrigh%
motel ufg ^ or any other statutory or common law claim to the derivative works.
Licensee shall sot ttsm111% modify, or edit us any way the software name' ArcLogistics Route,' any software logo, any
ddrdWty softwom any textother than tba Dictionary, at any Data other than TA Dam. The anwtmt of Dsta used by
Licenses is liedted by Dart ctedits ptacbaaed. Additional license face In required if AmLogistics Route with Data is to
be itemsed by tame Ikea one (1) AzoLogisd a Route licensee.
12. ArcPad SOF1'WAR$ IS NOT IJMS® FOR NAVIGATIONAL USE
13. "Duel Use L4xnse" moor the Software may be installed an a desktop computer and my be used simultaneously with
tither a personal dig W assist a (FDA) at baodbeld mobile cones so long as the Software is only used by a single
individual at any one (1) time.
14. Developers mast include the following aeon with any deployed MepObjeca appHeadow "Portions of this computer
programs are owned by LiurdTach, Inc., and an Copyright O 1995-202 UmmiTeeb, Inc.. And/or the University of
Califasaie. All rights reserved. US. Pam No. 5,710.833 "
15. Deployment license fbr ded oop or lnoanet applications) may be subject to payment of additional license face.
16. Licensee may delim applications to its sublicensee(s) provided Licensee uses a written sublicense agreement the
Protect EMS right is ib Softwam. Des, Web Services, and Documentation to the same extort as the ESRI License
AOeemem in iiifts, bunt not limited to, the following mime:
a Sabllotasee may act rwerae eagiaeer, deeompfle, or &Mumble the ESRI Software. Date, Web Services, or
DoatuaeOUdon, except to the aoIt permitted by applicable law; copy for eoarenmcial use; twnsfEr or assign
its rigbos under the license grans;
b. Su Nk m m may ant use my FM Software. Data, Web Services, or Documentation, in whole or in part.
sepum Am Licensee's executable application; and
e. Thi &Pwty depmdem or required components are redisMbumble subject to permission from the owner or
author.
17. Liomsee may use Buuistst OWOM CMW Reports software only with the ArcGiS Desktop Software with which it was
acq*W and subject to die CMW Repertt Professional License Agreement available on the medh. However, for use of
Crystal Raporb software with Cettcustent Use licenses, Licarsee my install aid use a Crystal Reports license on any
Page 2 of 4 E300 L 07
computer on *a nernork on which tie AaaGIS Desktop Comment Use Software is used. However, it may only be used
with the ESRI Software with which it was scgni ed. Licaaeee may not use a software program or system to ache or
quo reportliql
18. The Deployment Kenn is per spp8adoa per computer.
19. The MepObjeco--,lava Sdidoa eontsioa lava Archive files, which indicate they are authentic ESRI-certificated Ries
when toed over the lnwr=L Lioensae shall trot use ESRI cadfiadon or reference ESR1 as a source of trusted content in
any modified MspObjeets Java Archive files. Licen>uae Wray deploy the unmodified Java class ESRI certified libraries as
on bard pest of the Lioeneee's appliadonK
20. Licensee may reproduce and deploy the Soitwen provided all of the fbllowiog oexxtra (a) The SoRwere is reproduced
sod yed in ire eaatieet) (b)ahcmesgtteememtsocompanies sub copy of the Software that r are s the Software to
the same extent ss the ESRI L cam Agmemeot, and the recipiaat agrees to be bound by the tetras end conditions of the
hams apeemeat; (c) all copyright and teademok ege11 ofivadnotices are reproduced; and (d) time is no charge or the
atunbutabb to tie use of the SoRwaee.
21. Liceatse shell not withhold any sobste at al right (44, extension of credit) fkom any individual based solely on the
individuat'a plans of resideaoe, as profiled in the Cotrarsadty Tapestry trnrIt segmentation system.
2L (a) Arc= Engine Runtime lieetosos shall not be used for Internet and Server development and deployment. (b) An end
user mast limas wither AmW Engine Ruud= Software or other ArcGIS Desktop Software (AreView. ArcEditor. or
Arclab) to obtain the right to no an Am= Engine appllanon on one (1) computer. (c) The ArcGIS Engine Runtime
extenslons ehari not be used in eoetbinsdon with ArcCW Desktop Software to not ArcGIS Engine applications. A single
user saes baud mnhiple qvbcod installed on one (1) computer for use only by that end user.
23. Lieamae nay redisaftne tba Dab ten desurbed in tie Redistribution Rights Matrix available at
hWlwww.esri.co~. in the Help sysWx6 or is mpporting meesdtb files.
24. EDN Software, Web Services, and Deis my only be used by one (1) named developer per a dmattion solely for the
purposes ofresearcb6 developmnt tesft and demonstration of a prototype application. EDN Softwere and Data may
be i uWW an nmhi* coupon for use by any named EDN developer.
25. Use of any thirdrputy owned data that is included in AnGIS Services or ArcWeb Services shall be subject to the Use of
Data Resuictiau fonmd at bWJ/www ad.eossllegaH. which may be modified by EMU kom time to time. If a
mom is unacceptable to Lieanaee, Licanses may cancel the subwfpdon upon written notice to ESRI. if Liccosee
condom to use the Web Serviom Lica mee will be deemed to have accepted the modification.
26. ArcSDE Pessooal is reetrieesd to torte (4) ytas of dam
27. An = Sam Web ADF Rnndme SoRwere may not be deployed independent of Lie ensa"s ArcGIS Sarver Enterprise
conopndm
A Ltndl d to in (10) eomcesrsgland um of non ArcM Saver applications. This restriction includes use of AwGIS
Desidtop Prodta ls. AnOIS Engine ProdMess, sod tbird party applications that connect directly to any ArcOIS Server
29. Can only be used with SQL Server 2W5 Express.
30. Restricted to a werin- total of fax (4) gigabytes of does.
31. Redwada t Software installadon(s) for lidlover operations maybe implemented during the period the primary site is
nomoperadamsL Tbe redundant Software isdestllatiam(s) shall remain dormant except flan system maintenance and
updating of claftbases. while the primay do or any admr redundant site is operational.
32. No Sottwsse iastallsdan is petrmitesd
33. AneGIS Services may only be udlieed in coonictlon with ArcGIS Desktop Software and AnG1S Explorer Software.
34. Licensee's o4pabstion Is limited to On cumber of specified cue ft transactions, geography, or number of users as
described In the online product description.
35. Licensed end usen shall not shire cliewpaWe data acre derived Rom AwGIS Services with other licensed and users or
tbicd parties.
36. 1 nay not download or stone reciting data or information except for rataft derived from using ArcWeb Services
Address Manager.
37. Dad provided with StsesiMap may be used fa mapping, geoceding, and ratting purposes but is not liceraed for
dynamic roatong purposes. For instance. SftatMW may not be used to alert a user about upcoming mancovers (such as
warning of an upcamiog pate) car calculating an altttemte route ifs, turn is missed.
A Am= Server 3 D aamendon included with AroWl Sarver (Wod*nx p or Enterprise) Standard and Advanced stay only
be used for gemersting globe data otche(s), or publisbiug a globe document as an ArcGIS Globe SavicL No other use of
the AtoWl Server 3D Extension Software is pesmitted wbh Ard3IS Server Standard. AtcGIS Server 3D Extension can
be used with AseGIS Server Advanced if the additional Henn floes for the 3D extension have been paid.
39. Any ediftSinehued with AmO S Server (WadW*W or Enterprise) is permitted for use only with ArcGIS
Sam Advanced.
40. Ocospadal Faurpdw IraBoons, (MR) provided with ArcOIS Server (Workgroup at Enterprise) ate pewdued for use
only with ATcMS Sam Advanced.
41. Atc= Image Seaver Somollm and boa extensions, included with ArOGIS Image Server, can only be used
with AmMS Imp Server if the W&donsl Hum ieas, fot to extensions have been paid.
42. Art = image Sarver Licaose includes the rigba tD am desktop deployment of the AwOIS Image Server Service Educe
for every two socke ArcOIS Image Sarver License. 'Phis includes the right to use the ArcGIS image Server Seamline
and Ordtorectfioadon edes ioae (if abo licassad for ArcGIS Image Server) with the desktop deployment of Service
Editor. AddMoaal Service Bditec desktop deployments can be licensed for an additional fee. The Seamline and
Orthorectification extension must also be Iiceosed separately for an additional fee for each additional Service Editor
P deptrywouL
Per 4 of4 B3001/07